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If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
PT MERDEKA GOLD RESOURCES Tbk
(Incorporated in the Republic of Indonesia with limited liability)
GLOBAL OFFERING OF DEPOSITARY RECEIPTS
Number of Offer HDRs under
the Global Offering
: 89,668,600 Sale HDRs (subject to the
Over-allotment Option)
Number of Hong Kong Offer HDRs : 8,966,900 Sale HDRs (subject to reallocation)
Number of International Offer HDRs : 80,701,700 Sale HDRs (subject to reallocation
and the Over-allotment Option)
Maximum Offer Price : HK$26.60 per Offer HDR, plus brokerage of
1.0%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015% (payable in full
on application in Hong Kong dollars and
subject to refund)
Nominal Value : Nil
Stock Code : 6228
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers
Joint Bookrunners and Joint Lead Managers
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of
this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in the section headed “Documents Delivered to the Registrar of Companies in Hong Kong and Documents on
Display — 1. Documents Delivered to the Registrar of Companies in Hong Kong and Documents on Display”in Appendix VI to this prospectus, has been registered with the Registrar of
Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong). The Securities and
Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any of the othe r documents referred to
above.
The Offer Price is expected to be determined by agreement among our Company and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) on or before
Wednesday,24June2026.TheOfferPricewillbenotmorethanHK$26.60perOfferHDR.If,foranyreason,theOfferPriceisnotagreedby12:00noononWed nesday,24June2026(Hong
Kong time) among our Company and the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters), the Global Offering will not proceed and will lapse.
TheOverallCoordinators(forthemselvesandonbehalf of theHongKongUnderwriters)may,whereconsideredappropriateandwithourconsent,reduce thenumberof HongKongOffer
HDRsthatisstatedinthisprospectusatanytimepriortothemorningof thelastdayforlodgingapplicationsundertheHongKongPublicOffering.Insu chacase,noticesof thereduction
inthenumberof HongKongOfferHDRswillbepublishedonthewebsiteof theStockExchangeat www.hkexnews.hk andthewebsiteof ourCompanyat https://merdekagoldresources.com
as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the day which is the last day for lodging applications under the Hong
Kong Public Offering. Please refer to the sections headed “Structure of the Global Offering”and “How to Apply for Hong Kong Offer HDRs”in this prospec tus for further details.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including but not limited to the risk factors set out
in the section headed “Risk Factors”in this prospectus. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to s ubscribe for, and to procure
subscribers for, the Hong Kong Offer HDRs, are subject to termination by the Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain events occur
prior to 8:00 a.m. on the Listing Date. Please refer to the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Of fering — Grounds for
Termination”in this prospectus for further details.
The Offer HDRs have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offered, sold, pledged or transferred
within the United States, or to, or for the account or benefit of U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to the registration requirements
of the U.S. Securities Act. The Offer HDRs are being offered and sold outside the United States in offshore transactions in accordance with RegulationS.
The Offer HDRs do not constitute a public offering in Indonesia under Law No. 8 of 1995 on Capital Market (as amended from time to time) and its implementi ng regulations (the
“Indonesian Capital Market Law ”). The Offer HDRs may not be offered within the territory of the Republic of Indonesia or to Indonesian citizens using mass media (which includes the
internet,newspapers,magazines,film,television,radioandotherelectronicmedia,letterandbrochuresaswellasanyprintedmatter)oroffered tomorethan100Indonesianpartiesand/or
sold to more than 50 Indonesian parties or Indonesian residents, wherever they are domiciled, whether in or outside Indonesia within a certain time, in a manner which constitutes a public
offering of securities under the Indonesian Capital Market Law.
The Offer HDRs have not been and will not be registered with the Financial Services Authority (Otoritas Jasa Keuangan ). Accordingly, the Offer HDRs may not be sold to any Indonesian
partieswherevertheyaredomiciled,orbemadethesubjectof aninvitationforsubscriptionorpurchaseinamannerthatconstitutesapublicofferin gundertheIndonesianCapitalMarket
Law; and the Offer HDRs must not be circulated or distributed, directly or indirectly, in or into the Republic of Indonesia.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the Hong Kong
Public Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk and the website of our Company at https://merdekagoldresources .com. If you require a printed copy of
this prospectus, you may download and print from the website addresses above.
IMPORTANT
17 June 2026


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IMPORTANT NOTICE TO INVESTORS:
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering.
We will not provide printed copies of this prospectus in relation to the Hong Kong Public
Offering.
This prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “ HKEXnews > New Listings > New Listing Information ” section, and our
website at https://merdekagoldresources.com. You may download and print from these
website addresses if you want a printed copy of this prospectus.
To apply for the Hong Kong Offer HDRs, you may:
(
1) apply online via the White Form eIPO service at www.eipo.com.hk ; or
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who is
a HKSCC Participant to give electronic application instructions via HKSCC’s
FINI system to apply for the Hong Kong Offer HDRs on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer HDRs by the public. The contents of the electronic version of this prospectus are
identical to the printed prospectus as registered with the Registrar of Companies in
Hong Kong pursuant to Section 342C of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind you
 r customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses
stated above.
Please refer to the section headed “ H
 ow to Apply for the Hong Kong Offer HDRs ” in this
prospectus for further details on the procedures through which you can apply for the
Hong Kong Offer HDRs electronically.
IMPORTANT
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Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be made for a minimum of 100 Hong Kong Offer HDRs and in multiples of that
number of Hong Kong Offer HDRs as set out in the table below.
If you are applying through the White Form eIPO service, you may refer to the table
below for the amount payable for the number of HDRs you have selected. Y ou must pay
the respective amount payable on application in full upon application for Hong Kong
Offer HDRs.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong. Y ou are
responsible for complying with any such pre-funding requirement imposed by your
broker or custodian with respect to the Hong Kong Offer HDRs you applied for.
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable (2) on
application
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable (2) on
application
HK$ HK$ HK$ HK$
100 2,686.82 2,000 53,736.53 30,000 806,047.84 400,000 10,747,304.40
200 5,373.65 3,000 80,604.78 40,000 1,074,730.45 500,000 13,434,130.50
300 8,060.48 4,000 107,473.04 50,000 1,343,413.06 1,000,000 26,868,261.00
400 10,747.31 5,000 134,341.30 60,000 1,612,095.65 1,500,000 40,302,391.50
500 13,434.13 6,000 161,209.57 70,000 1,880,778.26 2,000,000 53,736,522.00
600 16,120.95 7,000 188,077.83 80,000 2,149,460.88 2,500,000 67,170,652.50
700 18,807.78 8,000 214,946.09 90,000 2,418,143.49 3,000,000 80,604,783.00
800 21,494.60 9,000 241,814.35 100,000 2,686,826.10 3,500,000 94,038,913.50
900 24,181.44 10,000 268,682.61 200,000 5,373,652.20 4,000,000 107,473,044.00
1,000 26,868.26 20,000 537,365.22 300,000 8,060,478.30 4,483,400 (1) 120,461,161.37
(1) Maximum number of Hong Kong Offer HDRs you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee
and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange
Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange
trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC
transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC
transaction levy, collected by the Stock Exchange on behalf of the AFRC).
No application for any other number of Hong Kong Offer HDRs wil l be considered and
such an application is liable to be rejected.
IMPORTANT
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If there is any change in the following expected timetable of the Hong Kong Public Offering,
we will issue an announcement in Hong Kong to be published on the websites of the Hong
Kong Stock Exchange at www.hkexnews.hk and our Company at
https://merdekagoldresources.com .
Hong Kong Public Offering commences . . . . . . . . . 9: 00 a.m. on Wednesday, 17 June 2026
Latest time for completing electronic applications under the
White Form eIPO service through the designated
website at www.eipo.com.hk (2) . . . . . . . . . . . . . . . . . 11: 30 a.m. on Tuesday, 23 June 2026
Application lists open (3) . . . . . . . . . . . . . . . . . . . . . . . 11: 45 a.m. on Tuesday, 23 June 2026
Latest time for (a) completing payment of
White Form eIPO applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving electronic
application instructions to HKSCC (4) . . . . . . . . . . 12: 00 noon on Tuesday, 23 June 2026
If you are instructing your broker or custodian who is a HKSCC Participant to give electronic
application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer HDRs
on your behalf, you are advised to contact your broker or custodian for the latest time for
giving such instructions which may be different from the latest time as stated above.
Application lists close
(3) . . . . . . . . . . . . . . . . . . . . . . 12: 00 noon on Tuesday, 23 June 2026
Expected Price Determination Date (5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . by 12: 00 noon
Wednesday, 24 June 2026
Announcement of the final Offer Price, the level of
indications of interest in the International Offering,
the level of applications in the Hong Kong
Public Offering, and the basis of allocation of the
Hong Kong Offer HDRs to be published on the
website of the Hong Kong Stock Exchange
at www.hkexnews.hk and our Company’s website
at https://merdekagoldresources.com (6) . . . . . . . . . . . . . . . . . . . . . at or before 11: 00 p.m.
on Thursday, 25 June 2026
Announcement of results of allocations in the Hong Kong
Public Offering (with successful applicants’ identification
document numbers, where appropriate) to be available through
a variety of channels, including:
• For those applying through
HKSCC EIPO channel, you may also check
with your broker or custodian from . . . . . . . . 6:00 p.m. on Wednesday, 24 June, 2026
• in the announcement to be posted on our website
and the website of the Hong Kong Stock Exchange at
www.hkexnews.hk and our Company’s website at
https://merdekagoldresources.com , respectively . . . . . . . . . . . at or before 11: 00 p.m.
on Thursday, 25 June 2026
• from “Allotment Results” page in the
designated results of allocations website
at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/
eIPOAllotment ) with a “search by ID”
function from . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11: 00 p.m. on
Thursday, 25 June 2026
to 12:00 midnight on
Wednesday, 1 July 2026
• from the allocation results telephone
enquiry line by calling +852 2862 8555
between 9: 00 a.m. and 6: 00 p.m. . . . . . . . . . . . . . . . . . . . . on Friday, 26 June 2026,
Monday, 29 June 2026,
Tuesday, 30 June 2026 and
Thursday, 2 July 2026
EXPECTED TIMETABLE (1)
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HDR certificates in respect of wholly or
partially successful applications to be
dispatched or deposited into
CCASS on or before
(7)(9)(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 25 June 2026
White Form e-Refund payment
instructions/refund checks in respect of wholly or
partially successful applications if the final
Offer Price per HDR is less than the maximum
Offer Price per HDR initially paid on application
(if applicable) or wholly or partially unsuccessful
applications to be dispatched on or before
(8)(9)(11) . . . . . . . . . . . . . . . Friday, 26 June 2026
Dealings in HDRs on the Hong Kong Stock Exchange
expected to commence at 9: 00 a.m. on . . . . . . . . . . . . . . . . . . . . . . . Friday, 26 June 2026
Notes:
(1) All dates and times refer to Hong Kong dates and times, except as otherwise stated.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11: 30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number from the designated
website prior to 11: 30 a.m., you will be permitted to continue the application process (by completing payment
of the application monies) until 12: 00 noon on the last day for submitting applications, when the application
lists close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning and/or
Extreme Conditions, collectively (“Bad Weather Signals”) in force in Hong Kong at any time between 9: 00 a.
m. and 12: 00 noon on Tuesday, 23 June 2026, the application lists will not open or close on that day. See
“How to Apply for Hong Kong Offer HDRs — E. Severe Weather Arrangements”.
(4) Applicants who apply for Hong Kong Offer HDRs via HKSCC EIPO channel should refer to “How to Apply
for Hong Kong Offer HDRs — A. Application for Hong Kong Offer HDRs — 2. Application Channels.”
(5) The Price Determination Date is expected to be on or before Wednesday, 24 June 2026 and, in any event, not
later than 12: 00 noon on Wednesday, 24 June 2026. If, for any reason, we do not agree with the Overall
Coordinators (for themselves and on behalf of the Underwriters) on the pricing of the Offer HDRs on or
before 12: 00 noon on Wednesday, 24 June 2026, the Global Offering will not proceed and will lapse. We
expect to announce the pricing of the Hong Kong Offer HDRs on or around the Price Determination Date.
(6) None of the websites set out in this section or any of the information contained thereon forms part of this
prospectus.
(7) The HDR certificates will only become valid evidence of title at 8: 00 a.m. on the Listing Date, which is
expected to be Friday, 26 June 2026, provided that the Global Offering has become unconditional and the
right of termination described in the section headed “Underwriting — Underwriting Arrangements and
Expenses — Hong Kong Public Offering — Grounds for Termination” has not been exercised. Investors who
trade HDRs on the basis of publicly available allocation details or prior to the receipt of HDR certificates or
the HDR certificates becoming valid evidence of title do so entirely at their own risk.
(8) White Form e-Refund payment instructions/refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering and also in respect of wholly or
partially successful applications in the event that the final Offer Price is less than the price payable per Offer
HDR on application. Part of the applicant’s identification document number, or, if the application is made by
joint applicants, part of the identification document number of the first-named applicant, provided by the
applicant(s) may be printed on the refund check, if any. Such data would also be transferred to a third party
for refund purposes. Banks may require verification of an applicant’s identification document number before
encashment of the refund check. Inaccurate completion of an applicant’s identification document number
may invalidate or delay encashment of the refund checks.
(9) Applicants being individuals who are eligible for personal collection may not authorize any other person to
collect on their behalf. If you are a corporate applicant which is eligible for personal collection, your
authorized representative must bear a letter of authorization from your corporation stamped with your
corporation’s chop. Both individuals and authorized representatives must produce evidence of identity
acceptable to our HDR Registrar at the time of collection. Any uncollected HDR certificates will be
dispatched by ordinary post, at the applicants’ risk, to the addresses specified in the relevant applications.
Further information is set out in the section “How to Apply for Hong Kong Offer HDRs — D.
Despatch/Collection of HDR Certificates and Refund of Application Monies”.
(10) Applicants who have applied for Hong Kong Offer HDRs through the HKSCC EIPO channel should refer to
the section headed “How to Apply for Hong Kong Offer HDRs — D. Despatch/Collection of HDR
Certificates and Refund of Application Monies” for details.
EXPECTED TIMETABLE (1)
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(11) Applicants who have applied through the White Form eIPO service and paid their applications monies
through single bank accounts may have refund monies (if any) dispatched to the bank account in the form of
White Form e-Refund payment instructions. Applicants who have applied through the White Form eIPO
service and paid their application monies through multiple bank accounts may have refund monies (if any)
dispatched to the address as specified in their application instructions in the form of refund checks in favor of
the applicant (or, in the case of joint applications, the first-named applicant) by ordinary post at their own
risk.
The above expected timetable is a summary only. Y ou should see “Structure of the Global
Offering” and “How to Apply for Hong Kong Offer HDRs” for details of the structure of the
Global Offering, including the conditions of the Global Offering, and the procedures for
application for the Hong Kong Offer HDRs.
For details of the structure of the Global Offering, including its conditions, and the
procedures for applications for Hong Kong Offer HDRs, see “Structure of the Global
Offering” and “How to Apply for Hong Kong Offer HDRs”, respectively.
If the Global Offering does not become unconditional or is terminated in accordance with its
terms, the Global Offering will not proceed. In such a case, we will make an announcement as
soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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This prospectus is issued by us solely in connection with the Hong Kong Public Offering and
the Hong Kong Offer HDRs and does not constitute an offer to sell or a solicitation of an
offer to subscribe for or buy any security other than the Hong Kong Offer HDRs. This
prospectus may not be used for the purpose of, and does not constitute, an offer to sell or a
solicitation of an offer to subscribe for or buy any security in any other jurisdiction or in any
other circumstances. No action has been taken to permit a public offering of the Offer HDRs
in any jurisdiction other than Hong Kong and no action has been taken to permit the
distribution of this prospectus in any jurisdiction other than Hong Kong. The distribution of
this prospectus and the offering of the Offer HDRs in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of
such jurisdictions pursuant to registration with or authorization by the relevant securities
regulatory authorities or an exemption therefrom.
You should rely only on the information contained in this prospectus to make your investment
decision. The Hong Kong Public Offering is made solely on the basis of the information
contained and the representations made in this prospectus. We have not authorized anyone to
provide you with information that is different from what is contained in this prospectus. Any
information or representation not contained in this prospectus must not be relied on by you as
having been authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Underwriters, any of our or their respective directors, commissioners,
officers, employees, advisors, agents or representatives, or any other persons or parties
involved in the Global Offering. Information contained on our website, located at
https://merdekagoldresources.com , does not form part of this prospectus.
Page
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii
Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Waivers and Exemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Information about this Prospectus and the Global Offering . . . . . . . . . . . . . . . . . . . . . 81
Directors, Commissioners and Parties Involved in the Global Offering . . . . . . . . . . . . . 84
Corporate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
Industry Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Regulatory Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
History and Corporate Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236
Relationship with Our Controlling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275
CONTENTS
– vi –


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Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 281
Substantial Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 282
Cornerstone Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283
Directors, Senior Management and Commissioners . . . . . . . . . . . . . . . . . . . . . . . . . . . 290
Future Plans and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308
Listing, Terms of Depositary Receipts and the Deposit Agreement, Registration,
Dealings and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 309
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 331
Structure of the Global Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 339
How to Apply for Hong Kong Offer HDRs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 347
Appendix I — Accountants’ Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1
Appendix II — Unaudited Pro Forma Financial Information . . . . . . . . . . . . . . . II-1
Appendix III — Competent Person’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . III-1
Appendix IV — Summary of the Constitution of the Company, Core Shareholder
Protection Standards and the Indonesian Companies Law . . . . IV-1
Appendix V — Statutory and General Information . . . . . . . . . . . . . . . . . . . . . . V-1
Appendix VI — Documents Delivered to the Registrar of Companies
in Hong Kong and Documents on Display . . . . . . . . . . . . . . . . VI-1
CONTENTS
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This summary aims to give you an overview of the information contained in this prospectus.
As it is a summary, it does not contain all the information that may be important to you and
is qualified in its entirety by, and should be read in conjunction with, the full text of this
prospectus. You should read the whole document before you decide to invest in the Hong
Kong Offer HDRs. There are risks associated with any investment. Some of the particular
risks in investing in the Hong Kong Offer HDRs are set out in the section headed “Risk
Factors” in this prospectus. You should read that section carefully before you decide to invest
in the Hong Kong Offer HDRs. Among the risks in investing in the Hong Kong Offer HDRs
are that the Company was loss-making during the Track Record Period, experienced net
operating cash outflows throughout the Track Record Period, and may potentially record a
net operating cash outflow position in its fiscal year ending 31 December 2026.
As the Company is seeking a secondary listing on the Stock Exchange under Chapter 19C of
the Listing Rules, certain requirements under the Listing Rules (including the free float and
public float requirements) do not apply to the Company pursuant to Rule 19C.11 of the
Listing Rules. Please refer to the section headed “Regulatory Overview — Listing Rules
Which Do Not Apply to the Company” in this prospectus for further details.
OVERVIEW
Who We Are
MGR is an IDX-listed gold mining company positioned among the top pure-play gold
producers in Asia. Anchored by the Pani Gold Mine, the largest primary gold mine in
Indonesia on Resources and Reserves basis according to CRU, by 2030 we are expected to
rank among the top two primary gold mines in Asia by production. MGR is uniquely
positioned by virtue of our base of Reserves underpinning prospective resource potential,
average strip ratio being among the lowest globally, and rapid ramp-up profile enabling peak
production within a short timeframe. The Pani Gold Mine adopts low cost open-pit mining
operations. We have capitalised upon Indonesia’s natural endowment and the critical
importance of the mining sector in the nation’s economic development. We leverage our
competitive advantages in mine scale, operational efficiency, technology, future growth
opportunities and resource potential.
We are a majority-owned subsidiary of MCG, an Indonesian mining group that has been
listed on the IDX since June 2015. MCG has a proven track record in developing and
operating large-scale, low-cost mines, including the Tujuh Bukit Gold Mine in East Java.
Separately, MCG’s additional track record includes operational experience through Sulawesi
Cahaya Mineral (“ SCM ”) mine, a controlled subsidiary of PT Merdeka Battery Materials
Tbk (“ MBM ”) which is also a majority owned, indirect subsidiary of MCG. SCM successfully
increased its production capacity during the 2024-2025 period, demonstrating MCG’s
capability in executing large-scale mining projects across different minerals and managing
operational ramp-ups.
Furthermore, MGR is indirectly supported, through MCG, by two of Indonesia’s most
respected investment groups — PT Provident Capital Indonesia (“ PCI ”) and PT Saratoga
Investama Sedaya Tbk (“ SRTG”). Together, these groups bring decades of experience in
building and scaling multi-billion-dollar public enterprises with a deep understanding of
Indonesia’s regulatory, economic and operating landscape.
Net Proceeds from the Global Offering
The entire Offer HDRs represent the Sale HDRs to be sold by the Selling Shareholders in the
Global Offering. We will therefore not receive any of the net proceeds from the Global
Offering. The Selling Shareholders will receive all the net proceeds from the Global Offering.
Our Controlling Shareholder and Key Investors
We are a majority-owned subsidiary of MCG, an Indonesian mining group listed on the IDX.
MCG is the holding company of a diversified portfolio of mining and mineral processing
subsidiaries across gold, copper, and battery materials, including the operator of the Tujuh
Bukit Gold Mine in East Java and SCM Mine in Konawe (a controlled subsidiary of MBM).
SUMMARY
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Through these subsidiaries, MCG has established a strong track record in developing and
operating efficient, low-cost mines, reflecting its proven capabilities in mine development,
operational optimization, technology and sustainable resource management.
Our Flagship Asset: Pani Gold Mine
Located in Gorontalo, the Pani Gold Mine is our core asset at the heart of our value
proposition which achieved its first gold production in February 2026 and completed its first
gold sale in March 2026. The Pani Gold Mine covers a tenement area of 135 hectares out of
the approximately 8,100 hectares of the Pani Block, which itself sits within the 14,670 hectare
full tenement area of the Pani Gold Projects per our mining license. The Pani Gold Mine hosts
Mineral Resources of 291.5 million tonnes grading 0.75 grams per tonne gold (“ g/t Au ”)
containing 7.0 million ounces (“ Moz ”) (218.6 tonnes) of gold and an Ore Reserve of 203.1
million tonnes grading 0.79 g/t Au containing 5.2 Moz (160.5 tonnes) of gold. According to
CRU, Pani Gold Mine is the largest primary gold mine in Indonesia on Resources basis, and
ranks 5th/4th in Asia in terms of gold Resources and Reserves, respectively. The Pani Gold
Mine mainly produces gold doré, and to a lesser extent, silver in doré as a byproduct of its
gold production. Pani Gold Mine represents a rare combination of size, grade, mountain style
and operational simplicity in today’s increasingly constrained gold supply landscape.
Benefiting from its 0.7:1 average strip ratio, one of the lowest mining strip ratios globally, Pani
Gold Mine is being developed in two value-accretive phases. This phased development
strategy is expected to significantly expand throughput and recovery, positioning MGR for a
peak annual gold production of up to approximately 545 koz over an estimated 15-year mine
life.
The map at below left depicts the area and position of the Pani Gold Mine, relative to the
larger Pani Block; the conceptual image at below right depicts Pani’s geology and
mineralisation.
“Pani Gold Mine”
“Pani Block”
Beyond the current Mineral Resources and Ore Reserves, the Pani Gold Mine holds
significant upside potential for further expansion within the existing mining area. From the
existing defined Resources base, ongoing progress in feasibility studies and infill drilling
initiatives are expected to further increase gold resources and support additional reserve
conversion.
From 2023 to 2025 alone, total Resources grew from 6.9 Moz to 7.0 Moz of gold, while from
2023 to 2025, Ore Reserves surged from 51.5 Mt with 1.2 Moz of contained gold (37.3 tonnes)
to 203.1 Mt with 5.2 Moz (160.5 tonnes) of contained gold, driven by focused drilling
campaigns, feasibility advancement, and a supportive gold price environment. Ongoing ore
body drilling is expected to continue this trend, with further increases in the Mineral Resource
and Ore Reserve anticipated.
SUMMARY
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From 2023 to 2025, our average exploration cost was US$21 per ounce in terms of gold
Resources, which was significantly lower than our Indonesian peers’ range of
US$27.9-US$141.3 per ounce during the same period, according to CRU. Importantly, known
mineralization currently occupies only a fraction of the Pani Block’s extensive ~7,400 hectare
tenement exploration area, leaving vast underexplored ground with high discovery potential.
Our Mineral Resources and Ore Reserves as at 31 December 2025 are based on drilling at
depths as of that date, and such drilling has not yet identified the bottom of the orebody,
according to the CPR. The mineralisation in the current deposit is open at depth and subject
to further exploration and drilling.
Among all of the gold mines that adopt open-pit production, Pani Gold Mine is estimated to
have the lowest average strip ratio of 0.7:1 across the production period, according to CRU.
Benefiting from the near surface nature, the Pani Gold Mine adopts low cost open-pit mining
operations developed in two value-accretive phases, prioritizing near-term cash generation
followed by strategic capacity expansion to maximize long-term shareholder value.
Our Project Development and Operating Capabilities
Based on financial projects in the CPR, our Pani Gold Mine targets an AISC including
royalties of approximately US$1,632/oz, and a competitive AISC of approximately
US$794/oz excluding royalties over its mine life, which falls in the lowest quartile globally,
according to CRU. Supported by open-pit reserves suited to low-cost bulk mining, close
proximity to infrastructure, and a dual-processing approach combining heap leach and CIL,
the Pani Gold Mine is designed for rapid ramp-up to its full production profile.
Key infrastructure was substantially commissioned by late 2025, with the 150kV power
connection to the state electricity grid (“ PLN ”) being energized in October 2025, followed by
the commencement of crushing operations in November, and the commissioning of the ADR
plant in December, enabling first gold production in February 2026. The site layout integrates
water supply, tailings management, and processing facilities, with heap-leach and future CIL
circuits co-located to maximize synergies and shared infrastructure. Year-round site access is
ensured via all-weather haul roads managed and operated by PT Mentari Alam Persada
(“MAP ”). Gold doré is transported securely to an accredited domestic refinery in compliance
with Indonesian regulatory protocols.
Our operations are managed through an integrated system that combines real-time grade
control, fleet dispatch optimization, standardiz ed equipment fleets, and rigorous
reconciliation between geological models and plant data — ensuring continuous alignment
between plan and performance. This approach minimizes dilution, maximizes recovery, and
reduces fuel and maintenance costs.
Our Market Opportunities
The global gold market is supported by robust structural drivers, with central banks and
institutional investors increasingly relying on gold as a pillar component of financial
resilience. This trend reflects a strategic reallocation toward non-sovereign assets amid
persistent geopolitical and macroeconomic uncertainties. Continued official-sector
purchasing, together with sustained investment demand, supports a durable, elevated price
environment that significantly enhances the economic viability of low-cost, high-quality gold
development projects such as Pani.
Indonesia’s domestic gold market further strengthens this favourable backdrop. According to
CRU, Indonesia recorded approximately 1.2 Moz of fabricated gold demand in 2025,
representing around 1.8% of global fabrication demand, with consistent growth projected at
approximately 1.2% CAGR through 2030, reaching 1.3 Moz by the end of the decade.
Jewellery remains the dominant segment — historically accounting for over two-thirds of
total consumption — and is expected to average 54% of total demand in the coming years.
Notably, the electronics sector is emerging as a key growth driver, and is expected to surpass
coins as the third-largest end-use category, fueled by Indonesia’s expanding consumer
electronics market.
SUMMARY
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ESG
Our approach to ESG matters is integral to our long-term value creation strategy and is
closely aligned with the broader ESG platform of the MCG Group. Leveraging MCG’s
award-winning sustainability framework — recognized by multiple independent institutions
as of December 2025 — we embed ESG principles across our core operations, risk
management, and stakeholder engagement activities.
We have developed a comprehensive ESG strategy structured around six integrated
sustainability pillars: environmental preservation; occupational health and safety; employee
empowerment; community development and empowerment; respect for human rights; and
good corporate governance. This strategy is guided by internationally recognized frameworks
and standards, including the GRI Standards (2021), the UN Guiding Principles on Business
and Human Rights, informed by GRI 14: Mining Sector Supplement (2024), the Ten
Principles of the UN Global Compact, and the Sustainable Development Goals, as well as
Indonesian regulatory requirements, notably POJK No. 51/POJK.03/2017 on the
Implementation of Sustainable Finance issued by the Financial Services Authority. In
addition, MGR considers key indicators used by leading independent ESG rating agencies,
such as MSCI and Sustainalytics, to ensure our ESG approach addresses material issues from
an investor perspective.
Water stewardship is a core component of MGR’s environmental management. Under our
Water Management Policy, we commit to responsible water use by minimizing freshwater
consumption, reducing wastewater discharges, and engaging relevant stakeholders, including
local communities and other water users, to ensure sustainable allocation and protection of
shared water resources across the water use lifecycle. We are also committed to biodiversity
conservation through systematic baseline assessments, identification of protected species and
critical habitats, and implementation of a Biodiversity Management Plan (“ BMP ”) designed
to avoid, minimize and mitigate impacts on ecosystems, while promoting the sustainable
management of natural resources throughout the mine life cycle.
STRENGTHS
Our Company benefits from the following competitive strengths:
• We have one of the largest gold mines in Asia with significant Resources and Reserves
expansion potential driven by exploration at industry-leading cost efficiency.
• We have a low-cost open-pit operation sustained by continuous efficiency optimization.
• Our operational mine achieved first gold production in February 2026, first gold sale in
March 2026 and has a clear accelerated path to capacity expansion.
• We are deeply committed to ESG.
• We are powered by MCG’s proven expertise for accelerated growth, operational
know-how and an experienced management team.
• We have blue-chip investors with a track record in value creation.
• We are well-positioned to benefit from favourable tailwinds in the gold sector.
BUSINESS STRATEGIES
We intend to further develop and grow our business by:
• Delivering timely and safe commercial production at the Pani Gold Mine.
• Applying proven operational systems to ensure execution discipline.
• Expanding our resource base through focused, near-mine expansion in the Pani Block.
• Maintaining financial discipline and balance sheet strength.
• Implementing a forward-looking, industry-leading ESG roadmap across our
operations.
SUMMARY
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OUR CONTROLLING SHAREHOLDER
Immediately following the Global Offering and without taking into account any Shares that
may be issued or repurchased by the Company from time to time, MCG will hold
9,329,376,465 Shares, representing approximately 63.33% of the issued and paid-up capital of
the Company. Hence, upon the Listing, we will remain a majority-owned subsidiary of MCG
and MCG will be our Controlling Shareholder for the purposes of the Listing Rules. For
details, see “Relationship with Our Controlling Shareholders”. Please also refer to “History
and Corporate Structure” for the simplified corporate structure of the Group.
OUR MINERAL RESOURCES AND ORE RESERVES
As at the Latest Practicable Date, none of our mining rights was pledged to secure any
banking facilities.
Mineral Resources
Based on the CPR, the following estimated gold Mineral Resource is reported in accordance
with the JORC Code for the Pani Gold Mine at a cut-off grade of 0.20 grams/tonne Au and
assumed gold price of US$2,300 per ounce as of 31 December 2025:
MRE Classification Tonnes Au Ag Au Ag
(Mt) (g/t) (g/t) (Moz) (Moz)
Dec-25 . . . . . . . Measured 7.7 0.87 1.66 0.2 0.4
Indicated 235.6 0.77 0.73 5.9 5.6
Inferred 48.2 0.59 0.37 0.9 0.6
Total 291.5 0.75 0.71 7.0 6.6
Ore Reserves
Based on the CPR, the following gold Ore Reserves estimate is reported in accordance with
the JORC Code based on the processing stream, e.g. Heap Leach and CIL, in the Pani Gold
Mine at a cut-off grade ranging from 0.20 g/t to 0.40 g/t Au estimated at assumed gold price of
US$2,300 per ounce as of 31 December 2025, and consists of 203.1 Mt of ore at an average
gold grade of 0.79 g/t for 5.2 Moz of contained gold and an average silver grade of 0.84 g/t for
5.5 Moz of contained silver:
Proved Reserves Probable Reserves Total Reserves
Tonnes Au Grade
Contained
Au Tonnes Au Grade
Contained
Au Tonnes Au Grade
Contained
Au
(Mt) (g/t) (Moz) (Mt) (g/t) (Moz) (Mt) (g/t) (Moz)
Gold Ore Reserves
Stockpiles (HL) . . 0.9 0.50 0.0 – – – 0.9 0.50 0.0
Heap Leach (HL) . 3.9 0.84 0.1 58.1 0.62 1.2 62.1 0.64 1.3
Carbon-in-Leach
(CIL) . . . . . . . 2.9 1.07 0.1 137.2 0.86 3.8 140.1 0.86 3.9
Total Gold Ore
Reserves . . . . . . 7.7 0.89 0.2 195.4 0.79 4.9 203.1 0.79 5.2
SUMMARY
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Proved Reserves Probable Reserves Total Reserves
Tonnes Ag Grade
Contained
Ag Tonnes Ag Grade
Contained
Ag Tonnes Ag Grade
Contained
Ag
(Mt) (g/t) (Moz) (Mt) (g/t) (Moz) (Mt) (g/t) (Moz)
Silver Ore Reserves
Stockpiles (HL) . . 0.9 3.86 0.1 – – – 0.9 3.86 0.1
Heap Leach (HL) . 3.9 1.58 0.2 58.1 0.90 1.7 62.1 0.94 1.9
Carbon-in-Leach
(CIL) . . . . . . . 2.9 1.03 0.1 137.2 0.77 3.4 140.1 0.77 3.5
Total Silver Ore
Reserves . . . . . . 7.7 1.64 0.4 195.4 0.81 5.1 203.1 0.84 5.5
OUR PATH TO PROFITABLE COMMERCIAL PRODUCTION
As at 31 December 2025, the MGR Group had not yet commenced gold production. The
MGR Group historically has derived all of its revenue from the rental of MMI’s heavy
equipment to its subsidiaries, its related parties as well as MCG’s subsidiaries. Such rental
activities are expected to be gradually reduced from 2026 onwards as MMI focuses on
providing operational support to the Pani Gold Mine. Accordingly, mining equipment rental
is not expected to constitute a material portion of our revenue going forward. As mining and
processing operations commence at Pani Gold Mine (first gold pour achieved at the Pani Gold
Mine in February 2026), MGR is expected to generate all of its revenue from gold mining
operation starting 2026. Based on the CPR, our Company is expected to achieve profitability
in 2026, and positive accumulated cash flow in 2028. For details, see “Business — Our
Business Model and Operations — Our Path to Profitable Commercial Production and
Assumptions Underlying our Financial Model”.
SUMMARY
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OUR MINING LICENSES AND PERMITS
The following table presents the licenses and permits that have been obtained by our subsidiaries. In addition to this, PIN was established in
early-2025 for the purposes of operating the CIL. The application for certain construction and operation permits is ongoing.
Subsidiary Business permit Valid until Location Area
PETS . . . . . IUP-OP based on Decree no. 351/17/IX/2015 dated 4 September 2015, issued by the
Governor of Gorontalo as amended by Decree No. 30/DPM-ESDM-
TRANS/PER-IUP-OP/IV/ 2020 dated 20 April 2020, issued by the Head of the
Investment, Energy and Mineral Resources, and Transmigration of Office Gorontalo
Province.
23 November 2032 Hulawa Village, Buntulia
District, Pohuwato Regency,
Gorontalo Province.
100 Ha
GSM . . . . . CoW between the Government and PT Newcrest Nusa Sulawesi (now called GSM) based on
Letter No. B-188/Pres/7/1994 dated 20 July 1994 and signed on 15 August 1994 regarding
Approval for 5 (five) Contracts of Work in the framework of PMA in the General Mining
Sector, issued by the President of the Republic of Indonesia, as last amended by the
Amendment to the Contract of Work dated 23 December 2015. The activity stage of this
Contract of Work has been adjusted to the production operation activity stage based on
the Decree of the Minister of Energy and Mineral Resources No. 457.K/30/DJB/2017
dated 13 December 2017.
1 December 2049 Buol Regency, Central
Sulawesi Province,
Pohuwato Regency and
Gorontalo Regency,
Gorontalo Province, and
North Bolaang Mongondow
Regency, North Sulawesi
Province.
14,570 Ha
PBT . . . . . . Production Operation IUP Specifically for Processing and/or Refining based on the Decree
of the Head of the Investment Energy and Mineral Resources and Transmigration Office
of Gorontalo Province No. 10/DPMESDM-TRANS/IUP-OP-OLAH/III/2019 dated 14
March 2019, which is valid for 16 years and has been converted into Industrial Business
License dated 8 October 2021.
14 March 2035 Hulawa Village, Buntulia
District, Pohuwato Regency,
Gorontalo Province.
720.71 Ha
The following extract from Table 15-5 from the CPR sets forth a detailed projection of our cash operating and production costs for our gold and
silver produced over the life of mine.
Detailed Cash Flow Analysis Unit LOM 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Operating Costs (Opex)
Opex for Mining . . . . . . . . . . . . . . . . . . US$M 1,027.8 74.6 53.8 108.6 105.3 103.3 98.0 73.9 78.1 65.2 65.3 57.8 52.0 47.3 22.3 22.2
Opex for Processing HL . . . . . . . . . . . . . . . US$M 380.8 47.8 53.4 58.4 58.4 58.4 58.4 45.9 – – – – – – – –
Opex for Processing CIL . . . . . . . . . . . . . . . US$M 1,278.6 – – 92.7 108.9 108.9 108.9 109.3 109.4 109.4 109.4 109.6 109.4 109.4 48.8 44.8
Opex for Tailings . . . . . . . . . . . . . . . . . . US$M 183.8 – – 8.3 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 13.4 11.6
Opex for G&A . . . . . . . . . . . . . . . . . . . US$M 637.9 26.0 32.0 55.4 56.7 59.2 62.7 54.6 39.8 40.3 40.5 40.5 42.4 41.5 24.3 22.0
Total Operating Costs . . . . . . . . . . . . . . . . US$M 3,508.9 148.5 139.2 323.4 344.3 344.8 343.0 298.7 242.4 229.9 230.2 223.0 218.9 213.3 108.8 100.6
SUMMARY
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OUR CUSTOMERS, SUPPLIERS AND CONTRACTORS
Our Customers
During the Track Record Period, we only had two customers, our related parties PETS and
MCG, who rented heavy equipment from us. PETS became our subsidiary in 2025; MCG is
our controlling shareholder. For each year of the Track Record Period, rental revenue from
our customers amounted to US$1.4 million, US$1.7 million and US$0.1 million, respectively,
accounting for 100% of our revenue during the Track Record Periods. Sales to our largest
customer for each year of the Track Record Period amounted to US$1.4 million, US$1.7
million, US$0.1 million, accounting for 97.46%, 100% and 100% of our revenue for the same
periods, respectively.
We achieved our first gold production in February 2026 and completed our first gold sale in
March 2026.
As at the Latest Practicable Date, PT Aneka Tambang (Persero) Tbk (“ ANTAM ”), an
Independent Third Party, was our sole gold customer. ANTAM is an export-oriented mining
and metals company with operations across Indonesia. ANTAM undertakes exploration,
excavation, processing through to marketing activities for different metals including nickel
ore, ferronickel, gold, silver, and bauxite.
In February 2026, we, through PETS, signed a Gold Sales and Purchase Agreement (“ GSPA”)
with ANTAM. The GSPA is valid for two years with a total transaction volume of up to 3
metric tonnes (up to 100,000 ounces of gold). Under this partnership, PETS will sell refined
gold granules to ANTAM domestically. Sales under this agreement will represent a substantial
proportion of our revenue.
Going forward, potential domestic customers for our refined gold products may include
authorised financial institutions and jewellery fabricators in Indonesia.
Our Suppliers
During the Track Record Period, all of our top five suppliers in each respective year were
primarily comprised service providers, such as heavy equipment rental/supply, fuel supply,
management consulting services, share service, construction service, technical consulting
services, equipment rental, mining equipment supply, spare parts supply, consultancy services,
drilling services and freight forwarding services. For each year of the Track Record Period,
purchases from our top five suppliers amounted to US$38.2 million, US$49.6 million and
US$59.3 million, accounting for 45%, 39% and 37% of our purchases for the same periods,
respectively.
Our Contractors
We engage third-party contractors and service providers for certain activities. Contractors are
required to comply with all prevailing laws and regulations, including compliance with
applicable labour regulations. Compliance is monitored through contractual review prior to
engagement and periodic administrative checks during the course of cooperation.
During the Track Record Period, we outsourced primarily the following three service areas to
contractors: (i) equipment rental and field operations; (ii) logistics, transportation and site
support; and (iii) professional and technical services. We had a total of 132, 165 and 206
contractors in 2023, 2024 and 2025, respectively.
COMPETITION
On a Resources and Reserves basis, Pani is ranked as Indonesia’s largest primary gold mine
with the 3rd highest ore grade out of all primary gold mines. Pani also has the lowest average
strip ratio during the production period CRU tracks on. Among all Indonesia mines, Pani has
the longest LOM (15 years) with potential for future mine life extensions. Pani is expected to
be the 2nd largest primary gold mine in Indonesia with an initial production of 108 koz. By
2030, Pani is expected to be the largest primary gold producer in Indonesia producing 505 koz
of gold.
SUMMARY
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On a global basis, Pani is ranked 12th/11th highest in ore mineral resources/reserves
respectively globally, with the lowest average strip ratio (0.7:1) across the production period,
considering only primary gold mines tracked by CRU. Among all mines, Pani has the 9th
longest LOM (15 years). Pani is expected to rank at the 51st percentile of global primary gold
mines by production scale in 2026, rising to the 9th percentile of global primary gold mines by
2030.
Among global primary gold mines, Pani has an AISC of US$1,295/oz on a royalty-excluded
basis and lies within the 3rd quartile on the global AISC (excl. royalties curve) in 2026. By
2030, Pani’s AISC will decrease to US $695/oz on a royalty-excluded basis and lie within the
1st quartile on the global AISC (excl. royalties curve).
For details of the competitive landscape and our market position, see “Industry Overview”.
RISK FACTORS
Our business and industry involve certain risks, which are set out in “Risk Factors” in this
Prospectus. Y ou should read that section carefully in its entirety before you decide to invest in
the Offer HDRs. Some of the primary risks we face include the following:
• Our reserve estimates and gold production estimates are based on a number of
assumptions, which, if changed, may require us to lower our estimates. We may not be
able to achieve our production estimates.
• We have a limited operating history that makes it difficult to evaluate our business
activities and prospects. We were loss-making during the Track Record Period and our
ability to achieve profitability is subject to uncertainties.
• Our financial performance is highly dependent on the market price for gold.
• We are subject to risks associated with dependence on a single mining area.
• We may fail to obtain, maintain or renew the government permits, licenses approvals
and fulfil related obligations required for the Pani Gold Project’s operations and
expansion program.
• Damage to the tailing storage facility at our CIL processing facility could negatively
impact our business, reputation and operational performance.
• The development and operational activities of the Pani Gold Mine are subject to
various environmental laws and regulations, and any failure to comply with such laws
and regulations may have an adverse impact on us.
• Indonesia’s mining sector is subject to evolving regulatory frameworks, including
potential changes to mineral export restrictions, royalty rate hikes, and requirements
for domestic processing or value addition.
• Our insurance coverage may be inadequate to cover potential claims.
• The Pani Gold Mine may experience unexpected disruptions to its mining and
processing operations as a result of operational risks, infrastructure risks and hazards
due to human activities, which may result in increased costs or losses, serious injury or
death, damage to reputation, suspension of operation and other penalties, any of which
could adversely affect our business, financial condition and results of operations.
• The Pani Block is subject to geotechnical and hydrological risks that could have a
material and adverse impact on our mining operations.
• Our operations at the Pani Block are subject to occupational hazards and our workers
are subject to risks of serious injury or death caused by use of machinery, exposure to
hazardous substances and equipment and tools in the course of production, which
increase the risk of a safety incident or accident at our mine or processing facility.
FUTURE PLANS AND PROSPECTS
See “Business — Business Strategies” for a detailed description of our future plans.
For details, see “Future Plans and Prospects.”
SUMMARY
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LISTING EXPENSES
Based on the maximum Offer Price for the Global Offering and assuming the Over-allotment
Option is not exercised, our total listing expenses relating to the Global Offering are estimated
to be US$14.9 million, including Stock Exchange Listing fees, underwriting commission fees,
legal and other professional fees and printing and all other expenses related to the Global
Offering.
We did not incur any listing expenses relating to the Global Offering during the Track Record
Period. We expect to incur listing expenses of approximately US$14.9 million after 31
December 2025, of which US$5.4 million is expected to be recognized in our consolidated
statement of profit and loss and other comprehensive income in 2026. The balance will be
borne by certain shareholders (the “ Selling Shareholders ”) as explained below.
The Selling Shareholders have elected to sell a portion of their shares once the Company is
listed on the Hong Kong Stock Exchange. The Selling Shareholders have agreed to bear the
listing costs related to the sale of their shares on the Hong Kong Stock Exchange. These costs
include the related underwriting commission, sponsor fees, legal fees, Stock Exchange trading
fees, SFC transaction levy and AFRC transaction levy. The Company estimates these costs to
amount to approximately US$9.5 million.
The listing expenses above are the latest practicable estimate for reference only, and the actual
amount may differ from this estimate.
In addition, certain listing-related services had not yet been rendered, and the corresponding
obligations had not yet arisen at the reporting date. Therefore, the full amount of listing
expenses is not recognised as expenses and liabilities of the Group during the Track Record
Period.
SECONDARY LISTING AND LISTING OF THE HDRS ON THE STOCK EXCHANGE
Our Shares have been listed and traded on IDX since 23 September 2025. Dealings in our
Shares on IDX have been conducted in IDR. Our initial public offering in Indonesia and
listing on the IDX raised net proceeds of approximately US$283.7 million, all of which has
been utilized as of May 2026.
We have applied to the listing committee of the Stock Exchange for the granting of listing of,
and permission to deal in, the HDRs on the Main Board under Chapters 18 (Mineral
Companies), 19B (Depositary Receipts) and 19C (Secondary Listings of Overseas Issuers) of
the Listing Rules. Application has been made in respect of up to 589,254,600 HDRs.
All Shares currently in issue are admitted to trading on the IDX. Except as disclosed in this
prospectus, no part of our Shares or HDRs is listed on or dealt in on any other stock exchange
and no such listing or permission to list is being or proposed to be sought in the near future.
For details, see “Information About this Prospectus and the Global Offering”.
During the Track Record Period and up to the date of this Prospectus, the Group has fully
complied with all applicable Indonesian laws and regulations in all material respects. The
Company is not required to obtain any approval from the IDX, any other Indonesian
governmental authorities, or its shareholders for the proposed secondary listing or the
issuance of the HDRs.
The only regulatory requirement applicable to the proposed HDR issuance is a prior
notification to the Financial Services Authority (OJK), which the Company has duly
submitted on 25 March 2026 based on the Company’s Letter No.
042/EMAS-JKT/CORSEC/III/2026 dated 25 March 2026 in compliance with OJK Regulation
No. 8/POJK.04/2020 concerning Issuance of Foreign Depositary Receipts. Other than such
Listing Rules of the Hong Kong Stock Exchange as will apply to the Company as a secondary
listed overseas issuer and to the HDRs following the completion of the Listing, and related
compliance matters, the Listing is not expected to have any material implications on the
Group’s legal and regulatory compliance in Indonesia or with the IDX.
SUMMARY
– 10 –


--- page 20 ---
The Company believes that, rather than listing its Shares on the Stock Exchange, secondary
listing of HDRs would be preferrable and more viable, given that: (a) the IDX rules and
regulations (in particular, Article II.4 of IDX Regulation No. I-A) require listed companies to
list all its issued shares on the IDX (unless prescribed otherwise under the applicable laws and
regulations), therefore the IDX issuers are not permitted to list their issued shares outside of
the IDX; (b) the Indonesian public companies must maintain shares administration either (i)
on their own (as permitted under OJK Regulation No. 10/POJK.04/2020 on Reports of Share
Registrars or Issuers and Public Companies that Organise Their Own Securities
Administration) or (ii) by appointing a registered share registrar that holds a license from the
OJK in accordance with OJK Regulation No. 9/POJK.04/2020 on Share Registrar Licensing.
If the Company lists its shares overseas, the Company is obliged to maintain its shares
administration on their own. This process would be impractical and burdensome for the
Company considering that the Company would need to have consistent access to trading data
from the relevant exchange; and (c) in the context of share ownership, under Article 52
Indonesian Companies Law, rights attaching to the shares (such as voting rights and
dividends) shall arise upon registering the name of the holder in a shareholders register.
Accordingly, the shareholder recorded in the Company’s register is deemed to be the full legal
owner of the shares, including the rights attached thereto. This registration-based approach to
ownership reflects the principle that proprietary rights vest exclusively in the legally
recognised holder, without accommodation for a separation between legal and beneficial
interests. As a result, this creates difficulties in recognizing beneficial owners located outside
Indonesia where shares are held through intermediary or nominee arrangements.
CORE SHAREHOLDER PROTECTION STANDARDS
Rule 8.14A of the Listing Rules requires that a listed issuer’s memorandum and articles of
association (or equivalent document) shall (i) conform with the relevant parts of Appendix A1
to the Listing Rules (the Core Shareholder Protection Standards) and the related guidance
materials in Chapter 2.1 of the Guide for New Listing Applicants, and (ii) on the whole, not be
inconsistent with the Listing Rules and the laws of the place where the listed issuer is
incorporated or otherwise established.
The Company is incorporated in Indonesia and is primarily listed on the IDX, therefore the
Company is subject to, among other things, the Indonesian Companies Law and the
regulations from the OJK. As the core shareholder protection standards offered under the
Company’s Articles and the Indonesian laws and regulations may be different from the
standards under the Listing Rules, including the quorum requirement on the general meeting
of shareholders. We have proposed certain measures to address any differences between our
standards and the requirements under the Listing Rules that we consider material to our
Shareholders and potential investors. Please refer to “Quorum of GMS” and “Core
Shareholder Protection Standards” for a detailed discussion on such differences and our
proposed measures in that regard.
SUMMARY OF HISTORICAL FINANCIAL INFORMATION
The summary consolidated financial data set forth below should be read together with, and is
qualified in its entirety by reference to, the consolidated financial statements and related notes
in “Accountants’ Report” in Appendix I to this Prospectus. Our consolidated financial
information was prepared in accordance with IFRS.
The MGR Group has not yet achieved profitability and was loss-making during the Track
Record Period. In 2023, 2024 and 2025, our revenue was US$1.4 million, US$1.8 million and
US$0.1 million, our loss for the year was US$6.8 million, US$12.7 million and US$27.5
million, and our total comprehensive loss for the year was US$6.9 million, US$13.3 million
and US$27.3 million, respectively, after accounting for exchange difference on financial
statements translation, actuarial gain/(loss) and related income tax (expense)/benefit.
As at 31 December 2025, the MGR Group had not yet commenced gold production. The
MGR Group has historically derived all of its revenue from the rental of MMI’s heavy
equipment to PETS and other subsidiaries of MGR, MCG’s subsidiaries BSI and MMS, as
well as MGR’s related parties to support construction and mining preparation activities at the
PETS mine and BSI’s mine operations.
SUMMARY
– 11 –


--- page 21 ---
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . 1,394 1,750 132
Cost of Revenue . . . . . . . . . . . . . . . . . . . (936) (1,180) (278)
Gross Profit/(Loss) . . . . . . . . . . . . . . . . . 458 570 (146)
Operating Expense
General and administrative expenses. . . . (2,170) (1,019) (9,486)
Loss from Operating . . . . . . . . . . . . . . . . (1,712) (449) (9,632)
Finance income. . . . . . . . . . . . . . . . . . . . 188 688 1,209
Finance expenses . . . . . . . . . . . . . . . . . . (8,994) (20,673) (14,724)
Other income/(expense) – net . . . . . . . . . 387 5,500 (2,245)
Loss Before Income Tax . . . . . . . . . . . . . (10,131) (14,934) (25,392)
Income tax benefit/(expense). . . . . . . . . . 3,294 2,234 (2,102)
Loss for the Year. . . . . . . . . . . . . . . . . . . (6,837) (12,700) (27,494)
Other comprehensive (loss)/income that
will be reclassified to profit or loss:
Exchange difference on financial
statements translation . . . . . . . . . . . . . (25) (680) 158
Other comprehensive (loss)/income that
will not be reclassified to profit or loss:
Actuarial (loss)/gain . . . . . . . . . . . . . . . . (8) 81 4
Related income benefit/(tax) . . . . . . . . . . 2 (22) –
Other comprehensive (loss)/income – net . (31) (621) 162
Total Comprehensive Loss for the Year . . . (6,868) (13,321) (27,332)
The Group recorded gross loss of US$0.1 million in 2025, primarily due to a 94.4% decrease in
revenue to US$0.1 million in 2025 from US$1.8 million in 2024, because PETS became a
subsidiary of the Group on 27 June 2024 and accordingly all of the rental income earned from
PETS in 2025 is eliminated on consolidation, partially offset by a 75.0% decrease in cost of
revenue to US$0.3 million in 2025 from US$1.2 million in 2024.
The Group recorded loss for the year of US$6.8 million, US$12.7 million and US$27.5 million
in 2023, 2024 and 2025 respectively. Loss for the year increased by 86.8% to US$12.7 million
in 2024 from US$6.8 million in 2023, primarily due to a 130.0% increase in finance expenses to
US$20.7 million in 2024 from US$9.0 million in 2023, primarily due to higher loan balances.
Loss for the year increased by 116.5% to US$27.5 million in 2025 from US$12.7 million in
2024, primarily due to (i) an 850.0% increase in general and administrative expenses to US$9.5
million in 2025 from US$1.0 million in 2024, and (ii) other expense – net of US$2.2 million in
2025, compared to other income – net of US$5.5 million in 2024. The fluctuation in other
(expense)/income – net was due mainly to the remeasurement fair value gain of PEG’s 49%
ownership in PETS (a joint venture) of US$5.0 million and excess value gain of US$0.8
million in connection with the Company’s direct and indirect acquisition of the remaining
51% interest in PETS on 27 June 2024, and to a lesser extent, the loss on foreign currency net
of US$2.0 million in 2025 resulting from reporting in U.S. dollars the Rupiah-denominated
net proceeds from our initial public offering in September 2025.
SUMMARY
– 12 –


--- page 22 ---
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
ASSETS
Total non-current assets . . . . . . . . . . . . . 308,967 458,276 679,407
Total current assets . . . . . . . . . . . . . . . . . 19,684 71,445 61,231
Total assets . . . . . . . . . . . . . . . . . . . . . . . 328,651 529,721 740,638
LIABILITIES
Total current liabilities . . . . . . . . . . . . . . 28,942 56,040 67,729
Total assets less current liabilities . . . . . . 299,709 473,681 672,909
Total non-current liabilities . . . . . . . . . . . 144,513 200,643 291,970
Total liabilities . . . . . . . . . . . . . . . . . . . . 173,455 256,683 359,699
Net current (liabilities)/assets . . . . . . . . . . (9,258) 15,405 (6,498)
NET ASSETS . . . . . . . . . . . . . . . . . . . . 155,196 273,038 380,939
The Group recorded net assets of US$155.2 million, US$273.0 million and US$380.9 million
as at 31 December 2023, 2024 and 2025, respectively. Net assets decreased from US$166.3
million as at 1 January 2023 to US$155.2 million primarily due to loss for the year of US$6.8
million. Net assets increased to US$273.0 million as at 31 December 2024 primarily due to
issuance of shares of US$131.1 million, partially offset by loss for the year of US$12.7
million. Net assets increased to US$380.9 million as at 31 December 2025 primarily due to
share capital issuance from initial public offering of US$283.7 million, partially offset by (i)
treasury buyback shares of US$141.4 million and (ii) loss for the year of US$27.5 million.
The Group recorded net current liabilities of US$9.3 million as at 31 December 2023
primarily due to trade payables, other payable and accruals of US$25.6 million, partially
offset by cash and banks of US$12.4 million. The Group recorded net current assets of
US$15.4 million as at 31 December 2024 primarily due to cash and banks of US$67.3 million,
partially offset by trade payables, other payable and accruals of US$49.3 million. The Group
recorded net current liabilities of US$6.5 million as at 31 December 2025 primarily due to
trade payables, other payable and accruals of US$57.2 million, partially offset by cash and
banks of US$45.3 million.
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
EQUITY
Equity attributable to owners of the
parent entity
Share capital . . . . . . . . . . . . . . . . . . . . . 6,996 138,115 152,891
Additional paid-in capital – net . . . . . . . 168,264 168,264 302,463
Treasury stock . . . . . . . . . . . . . . . . . . . . – – (13,742)
Translation reserve . . . . . . . . . . . . . . . . . 1,255 575 733
Employment benefits reserve . . . . . . . . . . (11) 47 51
Accumulated losses . . . . . . . . . . . . . . . . . (21,307) (34,007) (61,499)
Total equity attributable to owners of the
parent entity . . . . . . . . . . . . . . . . . . . . 155,197 272,994 380,897
Non-controlling interest . . . . . . . . . . . . . (1) 44 42
Total equity . . . . . . . . . . . . . . . . . . . . . . 155,196 273,038 380,939
Total liabilities and equity . . . . . . . . . . . . 328,651 529,721 740,638
SUMMARY
– 13 –


--- page 23 ---
The Group recorded accumulated losses of US$21.3 million, US$34.0 million and US$61.5
million as at 31 December 2023, 2024 and 2025, respectively, primarily due to loss for the year
recorded in each of those years.
In 2025, MGR Group’s net cash flow used in operating activities increased by 244.4% to
US$21.7 million from US$6.3 million in 2024. The increase was primarily due to an increase in
operational costs related to exploration activities as well as the development of mining
infrastructure and processing facilities. The Company expects the Group will improve its net
operating cash outflow position in 2026 once the Pani Block has ramped up to full operation.
In 2024, MGR Group’s net cash flow used in operating activities decreased by 61.8% to
US$6.3 million from US$16.5 million in 2023. The decrease was primarily due to an increase
operational costs related to PETS and GSM exploration activities during 2024.
The following table presents a summary of our cash flows for the years indicated.
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Net cash flows used in operating activities . . (16,489) (6,281) (21,714)
Net cash flows used in investing activities . . (84,697) (106,039) (182,561)
Net cash flows from financing activities . . . . 107,981 167,983 182,090
Net increase/(decrease) in cash and banks . . . 6,795 55,663 (22,185)
Cash and banks at end of the year . . . . . . . . 12,351 67,335 45,308
GLOBAL OFFERING STATISTICS
Based on an
Offer Price of
HK$26.60 per
HDR
Market capitalisation of our Shares (1) . . . . . . . . . . . . . . . . . . . . . . . . . . .
HK$44,443
million
Unaudited pro forma adjusted consolidated net tangible asset of the
Group attributable to owners of the Company as of 31 December 2025
per Share (2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$0.037
Notes:
(1) The calculation of the maximum market capitalization of the Company upon Listing is based on the sum of
(a) the market capitalization of 89,668,600 Sale HDRs to be offered by the Selling Shareholders (representing
896,686,000 underlying Shares) pursuant to the Global Offering, assuming the Over-allotment Option is not
exercised multiplied by the maximum Offer Price, and (b) the market capitalization of the remaining shares of
the Company listed on the IDX (i.e. 13,834,680,060 Shares) multiplied by the closing price of the Shares on
the IDX on the Latest Practicable Date (i.e. HK$3.04).
(2) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the
Company per share is arrived at after the adjustments referred to in Appendix II headed “unaudited pro
forma financial information” to this prospectus and on the basis that 14,731,366,060 shares (representing
16,180,232,675 shares in issue, excluding 1,448,866,615 treasury shares as at 31 December 2025) were in issue,
assuming that the Global Offering had been completed on December 31 2025. It does not take into account
any share which may be issued or repurchased by the Company.
(3) For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company per share, the amounts stated in United States Dollar (“ USD ”)
are converted into Hong Kong dollars at a rate of USD1.00 to HK$7.84. No representation is made that USD
has been or may be converted to Hong Kong dollars, or vice versa, at that rate.
SUMMARY
– 14 –


--- page 24 ---
SELLING SHAREHOLDERS AND OVER-ALLOTMENT OPTION GRANTORS
The Global Offering comprises 12 Selling Shareholders and Over-allotment Option grantors who have agreed to sell a portion of their interests
in the Company under the Global Offering (via the issuance of HDRs):
Shareholder
Number of
Shares held as
of Latest
Practicable
Date
(1)
Approximate
percentage of
our total issued
shares as of the
Latest
Practicable
Date
(2)
Number of Sale
Shares under
the Global
Offering (3)
Approximate
percentage of
our total issued
shares as of the
Latest
Practicable
Date and upon
Listing
(2)
Number of
Shares held
upon
Listing
Approximate
percentage of
our total issued
shares upon
Listing
(2)
Maximum
number of Sale
Shares under
the Over-
allotment
Option (3)
Approximate
percentage of
our total issued
shares as of the
Latest
Practicable
Date and upon
Listing
(2)
Number of
Shares held
upon full
exercise of
Over-allotment
Option
Approximate
percentage of
our total issued
shares upon full
exercise of
Over-allotment
Option
(2)
Total Sale
Shares
(including Sale
Shares under
Over-
allotment
Option)
(3)
Approximate
percentage of
our total issued
shares as of the
Latest
Practicable
Dates upon
Listing and
upon full
exercise of
Over-allotment
Option
(2)
Over-allotment Option Grantors
Continuum SPC (acting on behalf of and for
the account of Infinity Fund SP) . . . . . 464,173,100 3.2% 210,490,000 1.4% 253,683,100 1.7% 28,082,000 0.2% 225,601,100 1.5% 238,572,000 1.6%
Mr. Winato Kartono (4) . . . . . . . . . 548,772,817 3.7% – 0.0% 548,772,817 3.7% 76,343,000 0.5% 472,429,817 3.2% 76,343,000 0.5%
PT Nugraha Eka Kencana (5) . . . . . . . 195,377,665 1.3% 46,586,000 0.3% 148,791,665 1.0% 20,002,000 0.1% 128,789,665 0.9% 66,588,000 0.5%
PT Unitras Kapital Indonesia (5) . . . . . . 98,417,360 0.7% 23,468,000 0.2% 74,949,360 0.5% 10,075,000 0.1% 64,874,360 0.4% 33,543,000 0.2%
Other Selling Shareholders
PT Nusantara Indah Cemerlang . . . . . . 551,877,600 3.7% 352,337,000 2.4% 199,540,600 1.4% – – 199,540,600 1.4% 352,337,000 2.4%
Mr. Hardi Wijaya Liong
(6) . . . . . . . . 235,188,351 1.6% 32,718,000 0.2% 202,470,351 1.4% – – 202,470,351 1.4% 32,718,000 0.2%
PT Bintang Delapan Harmoni . . . . . . . 221,216,300 1.5% 52,775,000 0.4% 168,441,300 1.1% – – 168,441,300 1.1% 52,775,000 0.4%
Mr. Edi Permadi . . . . . . . . . . . . 121,233,165 0.8% 41,307,000 0.3% 79,926,165 0.5% – – 79,926,165 0.5% 41,307,000 0.3%
Mr. Alexander Ramlie . . . . . . . . . . 107,610,000 0.7% 35,376,000 0.2% 72,234,000 0.5% – – 72,234,000 0.5% 35,376,000 0.2%
Sherman Mineral Trading Co., Limited . . . 102,626,200 0.7% 23,311,000 0.2% 79,315,200 0.5% – – 79,315,200 0.5% 23,311,000 0.2%
GEM Hong Kong International Co., Limited . 59,900,000 0.4% 40,829,000 0.3% 19,071,000 0.1% – – 19,071,000 0.1% 40,829,000 0.3%
PT Deze Trading Indonesia . . . . . . . . 56,600,000 0.4% 37,489,000 0.3% 19,111,000 0.1% – – 19,111,000 0.1% 37,489,000 0.3%
Total 2,762,992,558 18.8% 896,686,000 6.1% 1,866,306,558 12.7% 134,502,000 0.9% 1,731,804,558 11.8% 1,031,188,000 7.0%
Notes:
(1) To the best of the Company’s knowledge and based on information available to the Company.
(2) Percentages calculated based on the total issued and fully paid-up capital of 14,731,366,060 Shares as of the Latest Practicable Date, upon Listing and upon full exercise of
the Over-allotment Option (as the case may be).
(3) Each Sale HDRs represent 10 Shares.
(4) Mr. Winato Kartono is our Commissioner. See “Director, Senior Management and Commissioners.”
(5) PT Nugraha Eka Kencana and PT Unitras Kapital Indonesia are both ultimately controlled by Mr. Edwin Soeryadjaya, the President Commissioner of MCG.
(6) Mr. Hardi Wijaya Liong is a director of MCG, our controlling shareholder. Previously, Mr. Hardi Wijaya Liong was our Commissioner from June 2025 to December 2025.
(7) Other than Mr. Winato Kartono, PT Nugraha Eka Kencana, PT Unitras Kapital Indonesia and Mr. Hardi Wijaya Liong, other Selling Shareholders and their ultimate
beneficial owners are Independent Third Parties.
For details on their particulars, see “11. Particulars of the
 Selling Shareholders and the Over-allotment Option Grantors” In Appendix V of this
prospectus.
SUMMARY
– 15 –


--- page 25 ---
RECENT DEVELOPMENTS
In February 2026, the Pani Gold Mine achieved its first gold pour, ahead of the original target
of the end of the first quarter of 2026. This milestone marks the start of commercial gold
production and represents a significant step in the mine’s journey.
In February 2026, we, through PETS, signed a Gold Sales and Purchase Agreement (“ GSPA”)
with PT Aneka Tambang (Persero) Tbk (“ ANTAM ”), an Independent Third Party. The GSPA
is valid for two years with a total transaction volume of up to 3 metric tonnes (up to 100,000
ounces of gold). Under this partnership, PETS will sell refined gold granules to ANTAM
domestically. The first sale of refined gold under the GSPA took place in March 2026.
In March 2026, our IDX-listed Shares joined the Global Junior Gold Miners Index (GDXJ),
an index used as a benchmark for the VanEck ETF.
On 10 April 2026, the Company entered into a single currency revolving credit facility, with a
facility limit of US$150 million. The final maturity date of this facility agreement is 10 April
2027, subject to an option to extend the agreement. This facility bears interest at a
compounded cumulative reference rate based on the SOFR plus a 2% margin per annum, with
an interest period of one day. No security is provided in connection with this facility
agreement. Under the terms of this facility, the Company is subject to certain negative
covenants, including (i) a negative pledge not to create any security over any of its assets,
subject to certain exceptions, and (ii) a covenant not to dispose of any assets, subject to
certain exceptions.
In May 2026, the Company entered into a loan agreement with its subsidiary, PBT, whereby
the Company agreed to provide loans to PBT up to a limit of US$175 million. The final
maturity date of this loan agreement is 31 August 2029. Under this agreement, any loan funds
drawn down by PBT will bear interest at the three months term SOFR plus a 3% margin per
annum. No security is provided by PBT in connection with this loan agreement. Under the
terms of this agreement, PBT is only allowed to use borrowed funds for general corporate
purposes, including capital and operational expenditures as well as working capital, and other
purposes as it requires.
In June 2026, the Company announced the first Mineral Resource Estimate (“ MRE ”) for the
Kolokoa prospect, located approximately 500 metres from the Pani Gold Mine area in Marisa
District, Pohuwato Regency, Gorontalo Province, Sulawesi, Indonesia. Based on the MRE as
at 1 June 2026, Kolokoa contains a Mineral Resource of 42 Mt at 0.33 g/t gold, equivalent to
445 koz of contained gold, delivered following 54 infill drill holes for 11,701.6 metres
completed over a six-month period and at a discovery cost of approximately US$5.50 per
ounce. The Kolokoa initial MRE increases the broader Pani Gold Mine MRE from 7.0 Moz to
approximately 7.4 Moz of gold, reinforcing the scale and long-term growth potential of the
Pani Gold Mine, and demonstrating the Company’s ability to rapidly advance exploration
targets. Kolokoa is located within trucking distance of existing and planned mining
infrastructure, and its mineralization remains open in multiple directions. In addition, the
Pani deep drilling program has commenced, comprising 3,600-metre initial diamond drilling
with two rigs to test the deposit down to depths of 0mRL or further if mineralization remains
open. Planned drilling at the Lone Pine prospect is targeted to commence in the second half of
2026. These provide a strong foundation for future resource growth through targeted
additional drilling and technical studies.
MSCI has announced that it will release the results of its Global Market Accessibility Review
on June 18, 2026, and the results of its Annual Market Classification Review on June 23, 2026.
The outcomes of these reviews by MSCI remain uncertain. Indonesia could potentially be
reclassified from MSCI Emerging Market to MSCI Frontier Market status. Any such
reclassification, or any reduction in the weighting of Indonesian securities in the MSCI
Emerging Markets Indices, could indirectly have a material adverse effect on the trading price
and liquidity of the Company’s Shares on the IDX and the price of the HDRs on the Stock
Exchange. For details, see “Risk Factors — Risks Related to Doing Business in Indonesia —
Indonesia may be reclassified from MSCI Emerging Market to MSCI Frontier Market status,
which could indirectly materially and adversely affect the price of the Company’s Shares on
the IDX and the price of the HDRs on the Stock Exchange”.
SUMMARY
– 16 –


--- page 26 ---
Financial and Operational Performance after the Track Record Period
The Company successfully commenced commercial production at the Pani Gold Mine in
February 2026, marking a significant operational milestone following the completion of
construction and commissioning. This transition to production positions the Company as an
emerging gold producer in Indonesia’s mining sector, marking the culmination of roughly two
years of development. As at 31 March 2026, the Pani Gold Mine had produced approximately
1,818 ounces of gold, with cash costs at $1,202/oz (based on gold produced) inclusive of gold
royalties, and 3,496 ounces of silver in aggregate, as its initial operational phase approaches
nameplate capacity. No silver sales were recorded during the quarter. Excluding gold royalties
($233/oz), the cash cost was $969/oz (all based on gold produced). The cash cost is expected to
decline in future as operations stabilise and production increases.
During the operational period from its first gold production to 31 March 2026, the Company
sold approximately 516 oz of gold at an average sale price of approximately US$5,123/oz.
On 30 April 2026, the Company reported on its quarterly activities for the quarter ended 31
March 2026. In addition to the above, the report includes the following highlights:
• The Pani Gold Mine has commenced heap leach operation during the quarter. The
initial capacity is 8 Mtpa, increased from the initial design of 7 Mtpa. Further studies
remain ongoing to expand capacity to 10 Mtpa after 2026. In addition, the Company
has reconfigured its CIL development to commence production at a capacity of 12
Mtpa in 2028, compared to the initial design of commencing at 7.5 Mtpa.
• Gold production guidance for 2026 is expected to be 100,000-115,000 ounces, with cash
cost and AISC guidance (excluding royalties and silver credits) of $900-$1,100/oz and
$1,300-$1,450/oz (all based on gold produced), respectively. Silver as a by-product is
forecasted to be 100,000-200,000 ounces of production.
NO MATERIAL ADVERSE CHANGE
After due and careful consideration, our Directors and Commissioners confirm that, up to the
date of this Prospectus, there has not been any material adverse change in our financial or
trading position or prospects since 31 December 2025, and there is no event since 31
December 2025 which would materially affect the information shown in the Accountant’s
Report in Appendix I to this Prospectus.
DIVIDEND POLICY
The Group has not adopted any formal dividend policy, and the adoption or maintenance of
a formal dividend policy is generally not required under the Indonesian Companies Law. We
currently have no pre-determined dividend payout ratio, and any future payment of dividends
is subject to uncertainties. In accordance with applicable laws and regulations in Indonesia,
particularly the Indonesian Companies Law, dividend payment decisions are subject to the
provisions of the Company’s articles of association and shareholder approval through a GMS
based on the recommendation of the Company’s Board of Directors. Dividend payments may
only be made if the Company has a positive retained earnings balance. The Company’s articles
of association permit the distribution of interim dividends, provided that such distribution
does not result in the Company’s net assets being less than the issued and paid-up capital plus
statutory reserve. The distribution of interim dividends must not interfere with or cause the
Company to be unable to fulfil its obligations to creditors or disrupt the Company’s business
activities. The distribution of interim dividends is determined based on a decision of the
Company’s Board of Directors after obtaining approval from the Company’s Board of
Commissioners. If at the end of the financial year the Company experiences a loss, the interim
dividends that have been distributed must be returned by the shareholders to the Company. If
the shareholders are unable to return the interim dividends, the Company’s Board of
Directors and Board of Commissioners will be jointly and severally liable for the Company’s
losses.
SUMMARY
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The recommendation, determination of the amount and distribution of dividends will be
proposed by the Board of Directors and approved by the Board of Commissioners at their
discretion and will depend on a number of factors (many of which are beyond the control of
the Company) including but not limited to (i) net profit, results of operations, cash flow,
capital adequacy, capital expenditure requirements and financial condition of the Company
and its Subsidiaries; (ii) the obligation to fulfil the establishment of reserve funds; (iii) the
fulfilment of other financial obligations of the Company and its Subsidiaries; (iv) the
payment of cash dividends by the Subsidiaries; (v) other factors deemed relevant by the
Company, including but not limited to (i) the business development plans of the Company
and/or its Subsidiaries; (ii) the success in implementing business strategies, finances, business
competition and general economic conditions; and (iii) other factors specific to the MGR
group and the MGR Group’s industry.
If a definitive decision has been made to pay a dividend, the dividend will be paid in Rupiah.
Shareholders of the Company will be entitled to receive the full agreed cash dividend on a
specified date, subject to income tax deductions in accordance with applicable regulations.
The Company’s dividend policy is a statement of its current intentions and is not legally
binding as it is subject to changes in the Board of Directors’ policy with the approval of
shareholders at the time of the GMS.
There are no negative covenants that could prevent the Company from distributing dividends
to shareholders.
SUMMARY
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“ABI” PT Andalan Bersama Investama
“ABI Merger Deed” the Deed of Merger No. 142 dated 19 December 2022,
drawn up before Darmawan Tjoa, SH, SE, Notary in
Jakarta
“Accountants’ Report” the accountants’ report of the Company for the Track
Record Period, the text of which is set out in Appendix I
to this prospectus
“AFRC” the Accounting and Financial Reporting Council of
Hong Kong
“Antam” PT Aneka Tambang Tbk
“Articles” or “Articles of
Association”
the articles of association of our Company to be
adopted on 22 April 2026, as amended from time to
time, a summary of which is set out in Appendix IV to
this Prospectus
“associate(s)” has the meaning ascribed to it under the Listing Rules
“Board of Commissioners” or
“BOC”
the board of Commissioners of our Company
“Board of Directors” or “BOD” the board of Directors of our Company
“Business Day” or “business day” any day on which banks in Hong Kong are generally
open for nor mal banking business (other than a
Saturday, Sunday or public holiday in Hong Kong)
“Capital Market Intermediaries” the capital market intermediaries named in “Directors,
Commissioners and Parties Involved in the Global
Offering”
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“close associate(s)” has the meaning ascribed to it under the Listing Rules
“Commissioner(s)” the commissioner(s) of our Company
“Companies Ordinance” or
“Hong Kong Companies
Ordinance”
the Companies Ordinance (Cap. 622 of the Laws of
Hong Kong), as amended or supplemented from time to
time
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32 of the Laws of Hong
Kong), as amended and supplemented from time to time
“Company”, “our Company”,
“the Company”, “MGR”,
“we” or “us”
PT Merdeka Gold Resources Tbk, a company
incorporated under the applicable laws of the Republic
of Indonesia on 20 November 2015 and domiciled in
South Jakarta
“Competent Person”,
“MiningOne” or “M1”
has the same meaning ascribed to it under Rule 18.01 of
the Hong Kong Listing Rules and, in the context of this
prospectus, means PT Mining One Indonesia, an
independent mining and geological consultant, which is
an Independent Third Party
DEFINITIONS
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“Competent Person’s Report”,
“CPR” or “M1 Report”
the Competent Person’s Report prepared by M1 on the
Pani Gold Mine, the effective date of which is 31
December 2025 and details of which are set out in
Appendix III to this prospectus
“connected person” has the meaning ascribed to it under the Listing Rules
“controlling shareholder” has the meaning ascribed to it under the Listing Rules
and, unless the context otherwise requires, means MCG
“core connected person” has the meaning ascribed to it under the Listing Rules
“CRU” CRU International Limited, our independent industry
consultant
“Custodian” means the agent or agents of the Depositary, being PT
Bank HSBC Indonesia
“Deposit Agreement” the deposit agreement entered into between the
Company and the Depositary on 26 May 2026 in
relation to the HDRs
“Depositary” JPMorgan Chase Bank, N.A., in its capacity as
depositary for the HDRs, or any successor appointee in
that capacity from time to time
“deposited securities” means all Shares at such time deposited under the
Deposit Agreement and any and all other Shares,
securities, property and cash at such time held by the
Depositary or the Custodian for the account of the
Depositary on behalf of the HDR Holders in respect or
in lieu of such deposited Shares and other Shares,
securities, property and cash
“DHE SDA ” Foreign Exchange Proceeds from Natural Resource
Exports (Devisa Hasil Ekspor Sumber Daya Alam)
“Director(s)” the director(s) of our Company
“ESG” Environmental, Social, and Governance
“Extreme Conditions” extreme conditions as announced by the government of
Hong Kong in the case where a super typhoon or other
natural disaster of a substantial scale serious affects the
working public’s ability to resume work or brings safely
concern for a prolonged period
“FINI” Fast Interface for New Issuance, a digital platform
operated by HKSCC that is mandatory for admission to
trading and, where applicable, the collection and
processing of specified information on subscription in
and settlement for all new listings in Hong Kong
“General Rules of HKSCC” General Rules of HKSCC, as amended, supplemented
or otherwise modified from time to time, and where the
context so per mits, shall include the HKSCC
Operational Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
DEFINITIONS
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“GMS” or “General Meeting of
Shareholders”
general meeting(s) of Shareholders
“Group”, “our Group”,
“the Group” or
“the MGR Group”
our Company and its subsidiaries or, where the context
requires, in respect of the period before our Company
became the holding company of its current subsidiaries,
the businesses operated by such subsidiaries as if they
were subsidiaries of our Company at that time or their
predecessors, as the case may be
“GSM” PT Gorontalo Sejahtera Mining, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate Structure”
in this prospectus
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the
Hong Kong Stock Exchange effective from January 1,
2024 (as amended, supplemented or otherwise modified
from time to time)
“HDR(s)” means the depositary receipts executed and delivered
hereunder by the Depositary as agent for the Company
evidencing ownership of the HDSs representing the
deposited Shares
“HDR Holder(s)” a registered holder of any HDR(s), being their legal
owner
“HDR Registrar” Computershare Hong Kong Investor Services Limited
“HDS(s)” the Hong Kong depositary shares representing the
interests in the deposited securities and evidenced by the
HDRs issued hereunder
“HK$”, “Hong Kong dollars”,
“HK dollars” or “cents”
Hong Kong dollars and cents respectively, the lawful
currency of Hong Kong
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer HDRs to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to the applicant’s or
a designated HKSCC Participant’s stock account
through causing HKSCC Nominees to apply on the
applicant’s behalf, including by instructing the
applicant’s broker or custodian who is a HKSCC
Participant to give electronic application instructions
via HKSCC’s FINI system to apply for the Hong Kong
Offer HDRs on the applicant’s behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
DEFINITIONS
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“HKSCC Participant” a participant admitted to participate in CCASS as a
direct clearing participant, a general clearing
participant or a custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
People’s Republic of China
“Hong Kong Offer HDRs” the 8,966,900 HDRs being initially offered by the Selling
Shareholders for sale at the Offer Price pursuant to the
Hong Kong Public Offering (subject to reallocation) as
further described in “Structure of the Global Offering”
“Hong Kong Public Offering” the offer by the Selling Shareholders of the Hong Kong
Offer HDRs for sale to the public in Hong Kong (subject
to reallocation) for cash at the Offer Price (plus
brokerage of 1%, SFC transaction levy of 0.0027%,
Stock Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%), on the terms and subject
to conditions set out in this Prospectus
“Hong Kong Stock Exchange” or
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering
whose names are set out in “Underwriting — Hong
Kong Underwriters”
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated 16 June 2026, relating
to the Hong Kong Public Offering and entered into by,
among others, the Overall Coordinators, the Hong
Kong Underwriters and our Company, as further
described in “Underwriting”
“IDX” or “Indonesia Stock
Exchange”
the Indonesia Stock Exchange (Bursa Efek Indonesia)
“IFRS” the International Financial Reporting Standards issued
by the International Accounting Standards Board
“Independent Commissioners” the Commissioners who meet the criteria for
independence as set out in Rule 3.13 of the Listing Rules
“Independent Third Party(ies)” any entity or person who is not a connected person of
our Company or an associate of such person within the
meaning ascribed to it under the Listing Rules
“Indonesia” the Republic of Indonesia
“Indonesian Companies Law” Law No. 40 of 2007 on Limited Liability Companies, as
amended from time to time
“Indonesian Constitution” the Constitution of the State of the Republic of
Indonesia of the Year 1945
“Indonesian Government” or
“Government”
the government of the Republic of Indonesia
DEFINITIONS
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“International Offer HDRs” the 80,701,700 HDRs (subject to reallocation and the
Over-allotment Option) initially being offered by the
Selling Shareholders for sale at the Offer Price pursuant
to the International Offering
“International Offering” the offer of the International Offer HDRs at the Offer
Price (plus brokerage of 1%, SFC transaction levy of
0.0027%, Stock Exchange trading fee of 0.00565% and
AFRC transaction levy of 0.00015%) outside the United
States in offshore transactions in accordance with
Regulation S or any other available exemptions from the
registration requirements under the U.S. Securities Act,
in each case on and subject to the terms and conditions
of the International Underwriting Agreement, as
further described in “Structure of the Global Offering”
“International Underwriters” the group of international underwriters expected to
enter into the International Underwriting Agreement
relating to the International Offering
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into
on or around 24 June 2026, by, among others, our
Company, the Overall Coordinators and the
International Underwriters in respect of the
International Offering, as further described in
“Underwriting”
“Joint Bookrunners” the joint bookrunners named in “Directors,
Commissioners and Parties Involved in the Global
Offering”
“Joint Global Coordinators” the joint global coordinators named in “Directors,
Commissioners and Parties Involved in the Global
Offering”
“Joint Lead Managers” the joint lead managers named in “Directors,
Commissioners and Parties Involved in the Global
Offering”
“Overall Coordinators” the overall coordinators named in “Directors,
Commissioners and Parties Involved in the Global
Offering”
“Joint Sponsors” the joint sponsors named in “Directors, Commissioners
and Parties Involved in the Global Offering”
“KSEI” the Indonesia Central Securities Depository (PT
Kustodian Sentral Efek Indonesia)
“Latest Practicable Date” 8 June 2026, being the latest practicable date for
ascertaining certain information contained in this
Prospectus before its publication
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date, expected to be on or around Friday, 26 June
2026, on which the HDRs are to be listed and dealings in
the HDRs are first permitted to take place on the Stock
Exchange
DEFINITIONS
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--- page 33 ---
“Listing Rules” or “Hong Kong
Listing Rules”
the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (as amended,
supplemented or otherwise modified from time to time)
“Listing” the listing of our HDRs on the Main Board of the Stock
Exchange
“Main Board” the stock market (excluding the option market) operated
by the Stock Exchange which is independent from and
operates in parallel with the Growth Enterprise Market
of the Stock Exchange
“MAP” PT Mentari Alam Persada, our subsidiary incorporated
in Indonesia, for more details, please see the section
headed “History and Corporate Structure” in this
prospectus
“MCG” PT Merdeka Copper Gold Tbk, our Controlling
Shareholder
“MCG Group” PT Merdeka Copper Gold Tbk and its subsidiaries, for
the purposes of this prospectus, excluding the Group
“MEMR” Minister of Energy and Mineral Resources of the
Republic of Indonesia
“MIM” PT Merdeka Indonesia Mandiri, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate Structure”
in this prospectus
“Minister of Law” or “MOL” Minister of Law of the Republic of Indonesia, as
amended from time to time and formerly known as the
Minister of Law and Human Rights
“MKI” PT Merdeka Kapital Indonesia, a subsidiary of MCG
incorporated in Indonesia
“MMI” PT Merdeka Mining Indonesia, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate Structure”
in this prospectus
“MMS” PT Merdeka Mining Servis, a subsidiary of MCG
incorporated in Indonesia
“Offer HDR(s)” the Hong Kong Offer HDRs and the International Offer
HDRs, together with, where relevant, any additional
HDRs which may be offered by the Over-allotment
Option Grantors for sale at the Offer Price pursuant to
the exercise of the Over-allotment Option
“Offer Price” the final offer price per Offer HDR (exclusive of
brokerage of 1%, the SFC transaction levy of 0.0027%,
the Stock Exchange trading fee of 0.00565% and AFRC
transaction levy of 0.00015%), at which the Offer HDRs
are to be purchased pursuant to the Global Offering,
and to be determined as described in “Structure of the
Global Offering — Pricing and Allocation”
DEFINITIONS
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“OJK” the Indonesian Financial Services Authority (Otoritas
Jasa Keuangan)
“Over-allotment Option” the option expected to be granted to the International
Underwriters, exercisable by the International
Underwriters under the International Underwriting
Agreement to require the Over-allotment Option
Grantors to sell up to an aggregate of not more than
15% of the total number of Offer HDRs available under
the Global Offering (which will be equal to 13,450,200
Offer HDRs) at the Offer Price to cover over-allocations
in the International Offering, if any. See “Structure of
the Global Offering — Over-allotment Option” for more
details
“Over-allotment Option
Grantors”
the Selling Shareholders that will grant the
Over-allotment Option to the International
Underwriters, being Continuum SPC (acting on behalf
of and for the account of Infinity Fund SP), PT
Nugraha Eka Kencana, PT Unitras Kapital Indonesia,
and Mr. Winato Kartono
“Pani Gold Mine”
“Pani Block”
“Pani Block” the ~8,100 Ha area comprised of (i) a ~7,400 Ha area
including the Pani Gold Mine and PIN as well as (ii) a
700 Ha mining processing and infrastructure area
operated by PBT; located in Hulawa Village, Buntulia
District, Pohuwato Regency and Gorontalo Regency,
Gorontalo Province
“Pani Gold Mine” or “Pani” the 135 Ha area gold mine operated by PETS and GSM,
located in Hulawa Village, Buntulia District, Pohuwato
Regency and Gorontalo Regency, Gorontalo Province
DEFINITIONS
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“Pani Gold Projects” all 14,670 Ha of the mining areas under IUP OP of
PETS located in Hulawa Village, Buntulia District,
Pohuwato Regency and Gorontalo Regency, Gorontalo
Province and under CoW of GSM located in (i) the Pani
Block in Hulawa Village, Buntulia District, Pohuwato
Regency and Gorontalo Regency, Gorontalo Province,
(ii) Buol Regency, Central Sulawesi Province and (iii)
Bolaang Mongondow Utara Regency, North Sulawesi
Province
“PBT” PT Pani Bersama Tambang, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate Structure”
in this prospectus
“PEG” PT Puncak Emas Gorontalo, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate Structure”
in this prospectus
“PETS” PT Puncak Emas Tani Sejahtera, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate Structure”
in this prospectus
“PIJ” PT Pani Industri Jaya, our subsidiary incorporated in
Indonesia, for more details, please see the section
headed “History and Corporate Structure” in this
prospectus
“PIN” PT Pani Industri Nusantara, our subsidiary
incorporated in Indonesia, for more details, please see
the section headed “History and Corporate structure” in
the prospectus
“Price Determination Date” the date expected to be on or before Wednesday, 24 June
2026 (Hong Kong time) on which the Offer Price is
determined
“Prospectus” this prospectus being issued in connection with the
Hong Kong Public Offering
“Regulation S” Regulation S under the U.S. Securities Act
“Relevant Persons” the Joint Sponsors, the Underwriters, any of their or our
Company’s respective directors, officers, employees,
partners, agents, advisors and any other parties involved
in the Global Offering
“Rupiah” or “Rp” the lawful currency of the Republic of Indonesia
“Sale HDRs” the 89,668,600 HDRs representing 896,686,000 Shares
initially being offered by the Selling Shareholders for
purchase under the Global Offering
“Sale Shares” the Shares being offered by the Selling Shareholders and
represented by Sale HDRs
DEFINITIONS
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“Selling Shareholders” the selling shareholders in the Global Offering, being
PT Nusantara Indah Cemerlang, Continuum SPC
(acting on behalf of and for the account of Infinity
Fund SP), PT Nugraha Eka Kencana, PT Bintang
Delapan Harmoni, Mr. Edi Permadi, GEM Hong Kong
International Co., Limited, PT Deze Trading Indonesia,
Mr. Alexander Ramlie, PT Unitras Kapital Indonesia,
Sherman Mineral Trading Co., Limited, Mr. Winato
Kartono and Mr. Hardi Wijaya Liong
“SFC” the Securities and Futures Commission of Hong Kong
“SFO” or “Securities and
Futures Ordinance”
the Securities and Futures Ordinance (Cap. 571 of the
Laws of Hong Kong), as amended or supplemented
from time to time
“Share(s)” ordinary share(s) of our Company
“Shareholder(s)” holder(s) of our Shares
“Stabilizing Manager” CLSA Limited
“subsidiary” or “subsidiaries” has the meaning ascribed to it under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed to it under the Listing Rules
“Track Record Period” the period comprising the three financial years ended 31
December 2023, 2024 and 2025
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“United States” or “U.S.” the United States of America, its territories, possessions
and all areas subject to its jurisdiction
“U.S. Securities Act” the United States Securities Act of 1933, as amended,
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“US$”, “USD” or “U.S. dollars” United States dollars, the lawful currency of the United
States
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“White Form eIPO ” the application for the Hong Kong Offer HDRs to be
issued in the applicant’s own name by submitting
applications online through the designated website of
the White For m eIPO Service Provider, at
www.eipo.com.hk
DEFINITIONS
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--- page 37 ---
This glossary contains explanations of certain technical terms used in this Prospectus in
connection with our Company and our business. Such terminology and meanings may not
correspond to standard industry meanings or usages of those terms.
“Adsorption Desorption
Recovery” or “ADR”
a processing method to the recover gold in solution from
a heap leach facility, consisting of an adsorption process
to adsorb the gold in solution onto activated carbon, a
desorption process to desorb the gold off the activated
carbon, and a recovery process of electrowinning to
recover the gold in solution as solid gold sludge
“Ag” the chemical symbol of silver
“all-in sustaining cost” or
“AISC”
a metric which means operating costs excluding
amortization and depreciation, plus all costs not
included therein relating to sustaining current
production including sustaining capital expenditure. It
generally comprises of cash costs (including byproduct
credits), sustaining capital, exploration expenses,
reclamation cost, inventory movement, royalties, selling
expenses and general and administrative expenses
“Ammonium Nitrate/Fuel Oil” or
“ANFO”
a commonly used, low-cost, high-volume, solid
industrial explosive used in the mining industry
“annual processing capacity” the quantity of ore that a processing plant can handle
and process each year
“annual production capacity” the maximum annual production capacity within the
per mitted annual production volume that can be
achieved by our Group in the usual and ordinary course
of business based on our existing resources and mine
design
“Au” the chemical symbol of gold
“BLS” or “barren leach solution” the low concentration leach solution after the ADR
process which is reused in the heap leach process or a
proportion bled from the system and treated by a mine
water treatment facility before discharge to the
environment
“CIC” or “Carbon-in-Column” an adsorption process to adsorb the gold in solution
from the Pregnant Leach Solution onto activated
carbon for a heap leach operation
“CIL” or “Carbon-in Leach” a processing method to extract and recover gold through
a simultaneous cyanidation leaching and carbon
adsorption process of milled gold ore slurry to leach the
gold into solution and adsorb onto activated carbon
“CoW” or “Contract of Work” an agreement to conduct mining activities between the
Indonesian government and a business entity, where
such entity is given the exclusive right to do the mining
GLOSSARY
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--- page 38 ---
“cut-off grade” the minimum grade at which a unit of mineralised
material is considered economically viable to mine and
process. Material above the cut-off grade is treated as
ore because it generates positive economic value, whilst
material below the cut-off grade is treated as waste
because the cost of mining and processing it would
exceed the revenue from the contained metal
“cutback” the stage to sequence the mining by widening the pit by
pushing the pit walls from one phase to the next to
access additional ore or maintain safe, stable slopes as
mining progresses. Pit cutbacks are typically sequenced
in phases to optimise mine scheduling, cash flow, and
operational practicality
“doré” an alloy of precious metal containing a mixture of
several metals, typically gold, silver, copper, and other
base metals
“electrowinning” an electrochemical process used to recover metal in
solution as solid metal on a cathode. For gold
processing, this involves cyanide alkali solution
electrolysis using metal as an anode and cathode to
deposit metals such as gold and silver
“EMR” Energy and Mineral Resources
“exploration” the stage in the mining business involves collecting
detailed geological and environmental information
regarding the location, shape, dimensions, distribution,
quality and measured resources of mineral deposits.
This stage aims to estimate Mineral Resources and
evaluate the potential economic viability of developing
the deposit
“feasibility study” a detailed technical and economic assessment carried
out to determine whether a project can be developed
safely, profitably, and in compliance with regulatory and
operational requirements
“g” gram(s)
“g/t” gram(s) per metric tonne metal concentration
“geological confidence” the confidence level on a mineral deposit including the
size, shape, distribution, quantity and quality according
to the exploration stage
“gold granule” near-spherical gold particles
“grade” ratio of the content of a useful element or its
compounds in an ore, for which the greater the content,
the higher the grade. For gold, grade is commonly
expressed in grams per tonne of ore (g/t Au)
“Ha” or “ha” hectare(s)
“heap leach” or “HL” a method to extract and recover gold by stacking gold
ore and irrigating it with a dilute cyanide solution
GLOSSARY
– 29 –


--- page 39 ---
“ILS” or “intermediate
leach solution”
recirculated pregnant leach solution to improve the
recovery of the heap leach
“Indicated Mineral Resource” a Mineral Resource for which quantity and quality are
determined based on points of observation, where the
continuity, densities, shape, dimensions, grade, mineral
content can be estimated with a moderate level of
geological confidence
“Inferred Mineral Resource” a Mineral Resource for which the quantity and quality
can only be estimated with a low level of geological
confidence
“infill drilling” drilling performed between existing drilling holes with
the aim to improve geological confidence and resource
classification
“ISO 14001” the international standard that specifies requirements
for an effective Environmental Management System
(EMS)
“ISO 14064” an international standard providing a comprehensive
framework for organizations to quantify, monitor,
report, and verify greenhouse gas (GHG) emissions and
removals
“IUI” Industrial Business License
“IUP” Mining Business License
“IUP-OP” Mining Business License for Production Operation,
which authoriz es mining companies to conduct
production, processing, transportation and sales of
minerals or coal
“IUPK” Special Mining Business License
“IUPK-OP” Special Mining Business License for Production
Operation
“JORC” Joint Ore Reserves Committee
“JORC Code” the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves 2012
Edition issued by the Joint Ore Reserves Committee of
the Australasian Institute of Mining and Metallurgy,
Australasian Institute of Geoscientists and Minerals
Council of Australia
“JV” Joint Venture
“koz” thousand ounces, a unit of weight
“kt” thousand metric tonnes, a metric unit of weight, being
equivalent to 1.0 million kg
“ktpa” kt per annum/year
“ktpd” kt per day
GLOSSARY
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--- page 40 ---
“LBMA ” London Bullion Market Association, an international
trade association representing a collective of global
wholesale gold and silver traders, located in London
“LOM” or “life of mine” the total planned duration of a mining operation, from
the start of ore extraction through to the completion of
mining and processing, based on the economically
mineable mineralised material
“Measured Mineral Resource” a Mineral Resource for which quantity is determined
based on points of observation, where the continuity,
densities, shape, dimensions, grade, mineral content can
be estimated with a high level of geological confidence
“Moz” million ounces
“Mt” million tonnes
“Mtpa” million tonnes per annum/year
“open pit” a surface mining method where ore and waste are
extracted from a large excavation in the ground,
typically developed in successive benches and accessed
by haul roads rather than underground methods
“ore preparation plant” or
“OPP”
a facility used to crush and size mined ore into smaller
and more uniform particles to ensure efficient and
consistent processing in the subsequent heap leaching
process
“ounce(s)” or “oz” the unit used to measure gold weight, where one ounce is
equal to 31.1035 grams
“PLS” or “pregnant
leach solution”
a metal-laden solution containing valuable metals
generated from ore leaching
“Probable Ore Reserve” the economically mineable part of an Indicated Mineral
Resource, and in some circumstances, a Measured
Mineral Resource. The confidence in the modifying
factors applying to a Probable Ore Reserve is lower than
that applying to a Proven Ore Reserve
“Proven Ore Reserve” the economically mineable part of a Measured Mineral
Resources that has been demonstrated to have the
highest level of confidence after applying all relevant
modifying factors
“Reserve” or “Ore Reserve” the economically minable part of a Measured Mineral
Resources and Indicated Mineral Resources,
demonstrated by at least a pre-feasibility study and
supported by the application of all relevant modifying
factors, such as mining, metallurgical, economic,
environmental, legal, social, and governmental
considerations
“Resource” or “Mineral
Resource”
a concentration or occurrence of minerals of economic
interest in or on the Earth’s crust in such form, quality
and quantity that there are reasonable prospects for
eventual economic extraction, as defined in JORC Code
GLOSSARY
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“ROM” Run of Mine, which is raw, unprocessed mined material
extracted directly from a mine
“slurry” a mixture of solids and 1iquids with a consistency of
mud or paste
“stacking” stacking mined ore or processed material before further
processing or transportation
“stockpile” a temporary storage area where mined ore are
accumulated before processing, allowing for operational
flexibility and continuous workflow
“strip ratio” the ratio of the volume or weight of waste material that
must be removed to the volume or weight of ore mined,
usually expressed as a waste-to-ore ratio
“t/d” or “tpd” tonne per day
“tailing” waste materials generated from the process of
separating ore or minerals from the waste rock. Tailings
consist of small particles generated from crushing,
grinding, and separation processes that contain ore
residue or minerals that cannot be separated from the
gangue. Tailings may contain a small amount of ore or
minerals that still has extractable elements, where, as a
result, tailings are sometimes reprocessed to extract
those elements
“tonne” or “t” metric tonne, a metric unit of weight, being equivalent
to 1,000 kg
“TSF” the Tailing Storage Facility
“waste” rocks or other material removed during the mining
process that do not economically recoverable minerals
or ore
GLOSSARY
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This prospectus contains forward-looking statements and information that involve risks and
uncertainties, including statements based on our current expectations, beliefs, assumptions,
estimates and projections about us, our industries and the regulatory environment in which we
operate. In some cases, these forward-looking statements can be identified by words or
phrases such as “may,” “will,” “strive to,” “seek,” “expect,” “target,” “goal,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “projected,” “is/are
likely to” or other similar expressions. Such statements reflect the current views of our
management with respect to future events, operations, liquidity and capital resources, some of
which may not materialize or may change.
These statements are subject to certain risks, uncertainties and assumptions, including the
other risk factors as described in this prospectus. Y ou are strongly cautioned that reliance on
any forward-looking statements involves known and unknown risks and uncertainties. The
forward-looking statements included in this prospectus relate to, among others:
• our business and operating strategies and the various measures we use to implement
such strategies;
• our dividend distribution plans;
• our operations, business, financial conditions and prospects, including development
plans for our business and future cash flows;
• our capital commitment plans;
• our future debt levels and capital needs;
• geopolitical tensions, international trade policies, protectionist policies and other
policies that could place restrictions on economic and commercial activity;
• the future developments and competitive environment of the industry and markets in
which we operate;
• the regulatory environment as well as the general industry outlook for the industry
which we operate in;
• relationships with parties we contract and collaborate with to conduct our business;
• risks identified under the section headed “Risk Factors” in this prospectus;
• general economic trends and business conditions; and
• other statements in this prospectus that are not historical facts.
Subject to the requirements of applicable laws, rules and regulations, we do not have any and
undertake no obligation to update or otherwise revise the forward-looking statements in this
prospectus, whether as a result of new information, future events or otherwise. In light of the
aforementioned and other risks, uncertainties and assumptions, the forward-looking events
and circumstances discussed in this prospectus might not occur in the way we expect or at all.
Accordingly, the forward-looking statements are not a guarantee of future performance and
you should not place undue reliance on any forward-looking information. Moreover, the
inclusion of forward-looking statements should not be regarded as representations by us that
our plans and objectives will be achieved or realized. All forward-looking statements in this
prospectus are qualified by reference to the cautionary statements in this section.
In this prospectus, statements of or references to our intentions or those of the Directors
and/or the Commissioners are made as of the date of this prospectus. Any such information
may change in light of future developments.
FORWARD-LOOKING STATEMENTS
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You should carefully consider all of the information in this Prospectus, including the
following risk factors, before making any investment decision in relation to the Offer HDRs.
Our business, financial condition, results of operations, performance and/or prospects could
be materially and adversely affected by any of these risks. The market price of the Offer
HDRs could fall significantly due to any of these risks, and you may lose all or part of your
investment. The risks and uncertainties described below are not the only risks and
uncertainties we face. In addition to the risks described below, there may be other risks and
uncertainties not currently known to us or that we currently deem to be immaterial which
may in the future become material risks. The risks discussed below may also include
forward-looking statements and our actual results may differ substantially from those
discussed in these forward-looking statements. Sub-headings are for convenience only and
risk factors that appear under a particular sub-heading may also apply to one or more other
sub-headings.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
Our reserve estimates and gold production estimates are based on a number of assumptions,
which, if changed, may require us to lower our estimates. We may not be able to achieve our
production estimates.
The information regarding Ore Reserves and Mineral Resources for the Pani Gold Mine
presented in this Prospectus is sourced from the CPR. Based on the CPR, the Pani Gold Mine
has an estimated 15-year mine life. The quantities and grades of ore presented in this report
are estimates and should not be interpreted as accurate indications of the quantities or grades
of ore that have been identified or that will be extracted by the MGR Group. Estimates are
inherently approximate and, to some extent, subject to different interpretations, which may
ultimately prove to be inaccurate and require adjustment.
Calculation of the size and/or grade of Mineral Resources depends on the interpretation and
extrapolation of limited geological data, including samples and assays. Complex geological
and metallurgical assessments are often required to calculate Mineral Resources, including
the interpretation of exposed geological structures, the location, direction and depth of drill
holes, the use of sampling techniques and statistical controls applied to the resulting data.
There are various risks of bias associated with such data collection and calculations, including
data collection techniques. The MGR Group must also make assumptions regarding, but not
limited to, commodity prices, drilling costs, operating costs and royalties, as well as applicable
regulatory frameworks, environmental and social factors. Many of these assumptions are
inherently subjective, and the accuracy of such estimates depends on the MGR Group’s ability
to make accurate assumptions.
Discovered Mineral Resources may be converted into Ore Reserves after the completion of
relevant studies and assessments that include considerations and modifications based on
realistic assumptions regarding mining, metallurgical, economic, marketing, legal,
environmental, social, and governmental factors. Such studies and assessments are based on
available data, professional judgement, and industry practices and may be subject to change
based on actual production, operational costs, commodity prices, and other relevant factors.
The calculation of Ore Reserves is based on information available at the time the calculation is
made and may change significantly when new information becomes available.
Actual future commodity prices, production, operating costs, royalties and recoverable
mineral quantities may differ substantially from the MGR Group’s assumptions.
Consequently, estimates of Ore Reserves and Mineral Resources may be materially inaccurate.
The Ore Reserves and Mineral Resources disclosed by the MGR Group are not necessarily
indicative of future operating results and should not be interpreted as assurances of mine life
or profitability of future operations. Until minerals are actually mined and processed, ore
quantities and grades should be considered only as assumptions. There can be no assurance
that the MGR Group’s Ore Reserves and Mineral Resources will be consistent with
geological, metallurgical or other expectations or that the estimated volumes or grades of ore
will be economically recoverable. Any material adjustment to the estimates of Ore Reserves or
Mineral Resources, and/or the MGR Group’s inability to convert Mineral Resources into Ore
Reserves, could adversely affect the MGR Group’s development and mining plans. This could
have a material adverse effect on the MGR Group’s business, financial condition, results of
operations and prospects.
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We have a limited operating history that makes it difficult to evaluate our business activities and
prospects. We were loss-making during the Track Record Period and our ability to achieve
profitability is subject to uncertainties.
The MGR Group has a limited operational history on which to evaluate its business activities
and prospects. Initial mining activities at PETS IUP-OP area commenced only in October
2025, and the heap-leach processing facility was commissioned in November 2025. As a result,
the MGR Group has limited historical production data and operating performance records.
The transition from pre-production and commissioning phases to steady-state commercial
operations may result in material changes in revenue generation, cost structure, working
capital requirements, and cash flow profiles. Accordingly, the comparability of our historical
financial statements across periods may be significantly affected as operations ramp up and
production levels increase. In addition, a number of our key projects, such as mining activities
at GSM CoW area and the CIL processing facility, are still in various stages of construction
and development.
Moreover, the MGR Group has not yet achieved profitability and was loss-making during the
Track Record Period. In 2023, 2024 and 2025, our revenue was US$1.4 million, US$1.8
million and US$0.1 million, respectively, and our total comprehensive loss for the year was
US$6.9 million, US$13.3 million and US$27.3 million, respectively, after accounting for
exchange difference on financial statements translation, actuarial gain/(loss) and related
income tax. As at 31 December 2025, the MGR Group recorded accumulated losses of
US$61.5 million. The MGR Group’s ability to generate sustainable revenues at scale, and
achieve profitability, is subject to uncertainties and will depend on, among other things, our
ability to successfully execute our business plan, complete the development of the Pani Gold
Mine in a timely manner and secure adequate financing on commercially competitive terms.
Although the MGR Group benefits from being part of the MCG Group, which has a proven
track record of successfully developing and operating mining projects in Indonesia, there can
be no assurance that the Pani Gold Mine will achieve its expected production profile, cost
structure, or financial performance. If the MGR Group is unable to generate sufficient
revenues to cover development, operating, financing, and other costs related to the Pani Gold
Project, the MGR Group’s losses will continue and the MGR Group may not achieve or
sustain profitability, which could negatively impact the value of an investment in the
Company’s Shares and/or HDRs.
Our financial performance is highly dependent on the market price for gold.
The MGR Group’s primary revenue is projected to be driven by gold sales, so its financial
performance will be highly sensitive to fluctuations in gold prices. Gold prices are based on, or
negotiated with reference to, the global gold price index, which tends to be cyclical and subject
to significant volatility. As at 29 December 2023, 31 December 2024 and 2025, the price of
gold was approximately US$2,062 per ounce, US$2,624 per ounce and US$4,319 per ounce,
respectively.
In general, gold prices are influenced by various factors, most of which are beyond the control
of the MGR Group, including, but not limited to:
• global, regional and national economic and political conditions;
• actual and anticipated demand and supply dynamics;
• speculative trading activities;
• actual or estimated purchases or releases of gold reserves or inventories by central
banks or other significant holders or wholesalers, including purchases made by them
under any hedging contracts they may have;
• changes in the use of gold for industrial applications or as an investment;
• fluctuations in demand for jewellery;
• armed conflict, geopolitical tensions, acts of terrorism as well as epidemics and
pandemics;
• foreign exchange rates, especially the movement in the value of the United States Dollar
against other currencies;
RISK FACTORS
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• monetary policies implemented by central banks in the world;
• fiscal policies implemented by countries with dominant economies; and
• actual and expected inflation and interest rates, as well as demand for gold as an
inflation hedge.
A prolonged or substantial decline in gold prices could have a material adverse effect on the
economic viability of the Pani Gold Project, as projected future revenues may not be sufficient
to offset capital expenditures on development and operating costs incurred in order to
generate expected returns. As a result of such a price decline, the MGR Group’s ability to
obtain the necessary financing to further develop the Pani Gold Mine on favourable terms
could be limited. Although gold prices remained high in 2025, there can be no assurance that
gold prices will not experience volatility in the future. Any such volatility could adversely
affect the unit economics of the production of the Pani Gold Mine, and adversely affect our
business, financial condition and results of operations.
To a lesser extent, the MGR Group will also sell silver produced by the Pani Gold Mine, so its
financial performance will also depend on silver prices, which like gold prices, are based on, or
negotiated with reference to, the global silver price index.
We are subject to risks associated with dependence on a single mining area.
All cash flows and operating profits of the MGR Group are currently dependent on the sale of
gold and silver produced from the Pani Gold Mine, located within the IUP OP held by PETS
and CoW held by GSM. Any operational difficulties, disruptions or material adverse
developments affecting the Pani Gold Mine, whether due to internal factors or factors beyond
the control of the MGR Group, could have a negative impact on the MGR Group’s business,
financial condition, result of operations and prospects. In addition, there can be no assurance
that the MGR Group will successfully identify, develop and commercialize other prospects
within or outside the Pani Gold Mine area within the specified time.
We may fail to obtain, maintain or renew the government permits, license, approvals and fulfil
related obligations required for the Pani Block’s operations and expansion program.
The MGR Group is required to obtain, maintain, and renew various permits and approvals
from the central and/or regional governments to carry out operations in the Pani Gold Mine
area and expansion programs in the Pani Block concession area, considering that the majority
of the concession area remains unexplored. The permits and approvals required for mining
and processing operations in the Pani Gold Mine area include, among others, general
corporate, mining, labour, and environmental permits. Many of these permits will expire on
different dates, and the MGR Group must ensure that all required permits and approvals are
renewed prior to expiry and that any new permits and approvals are obtained when necessary.
The licence with the nearest expiry date is PETS’ IUP-OP, which is scheduled to expire on 23
November 2032. Pursuant to Regulation of the Minister of Energy and Mineral Resources
No. 7 of 2020 on the Procedures for the Granting of Areas, Licensing, and Reporting in
Mineral and Coal Mining Business Activities, as amended, an application for the renewal of
an IUP may be submitted no earlier than 5 years and no later than 1 year prior to the expiry of
the relevant licence.
In addition, the MGR Group must comply with the obligations attached to its permits in
accordance with applicable laws and regulations. These obligations include, among others,
submitting periodic reports and obtaining required incidental approvals. Failure to fulfil these
obligations may result in various sanctions ranging from written warnings to permanent
revocation of the permit.
There can be no assurance that the relevant government authorities (whether at the central or
local government level) will renew and not revoke existing permits, will not refuse to issue new
permits, or issue permits that conflict with the MGR Group’s concessions in relation to the
approvals required to conduct business activities in the Pani Block and implement any
expansion program or impose unfavourable terms and conditions in connection with the
issuance or renewal of such permits or approvals. There can also be no assurance that the
Indonesian Government or regional authorities will issue or renew the required licenses or
permits within the anticipated timeframe, if at all.
RISK FACTORS
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A loss of, or failure to obtain, maintain or renew, any permits, agreements and approvals
necessary to conduct business activities at the Pani Gold Mine and Pani Block could have a
material adverse effect on the MGR Group’s business, financial condition, results of
operations and prospects. In addition, if there are changes in applicable laws and regulations
relating to authorizations, concessions, permits or licenses, the MGR Group may be required
to make modifications to its technology and operations, which could require the MGR Group
to make unanticipated capital expenditures and even ensure the operation of the Pani Gold
Mine is economically viable or otherwise, which could have a material adverse effect on the
MGR Group.
Damage to the tailing storage facility at our CIL processing facility could negatively impact our
business, reputation and operational performance.
PIN, a company operating CIL treatment facilities faces inherent risks associated with
operating a TSF, which is designed to contain wastewater from CIL operations. While we have
taken steps to mitigate the risks of our TSF operations, see “Business — Risk Management
and Internal Control Measures — Risk Management” for more details, damage to a TSF may
occur due to several events, including, but not limited to, seismic or earthquake activity, heavy
rainfall, dam overflows, pipe failures or water seepage, actual tailings dry density realised
below target, equipment failures, system control failures, and human error.
Mining waste generated from processing activities will be neutralized through a detoxification
process before being placed in the TSF. However, there is a possibility that damage to the
detoxification circuit, due to a combination of equipment failure, control system failure
and/or human error, which could result in some levels of toxic substances to aquatic wildlife
being sent to the TSF. Such an event could lead to environmental contamination, including
potential impacts on aquatic ecosystems and surrounding habitats, regulatory investigations,
fines or penalties, suspension of operations, remediation obligations, civil claims, and
reputational damage. Any of these outcomes could have a negative impact on the MGR
Group’s business, financial position and results of operations.
In addition, changes in applicable laws, regulations, or regulatory interpretation may occur
that would increase the time and cost of constructing, operating, inspecting, maintaining, and
decommissioning the TSF, obtaining new permits or renewing existing permits to construct
the TSF, or requiring the use of new technology. New regulations could also impose more
restrictive requirements that may exceed the MGR Group’s current standards, including
mandated compliance with contingency plans and additional insurance requirements, or
require the MGR Group to pay additional fees or royalties to operate the TSF. The MGR
Group may also be required to provide for and facilitate the relocation of communities and
facilities affected by TSF damage. Any such regulatory changes or liabilities could materially
increase capital and operating expenditures and adversely affect the MGR Group’s business,
financial condition, results of operations, and prospects.
The development and operational activities of the Pani Block are subject to various
environmental laws and regulations, and any failure to comply with such laws and regulations
may have an adverse impact on us.
Due to the potential significant impacts of the Pani Block’s mining and processing operations
on the environment, facilities and operations, the Pani Block subject to various environmental
laws and regulations in force in Indonesia, from the national, provincial to regional levels.
These regulations are becoming increasingly stringent and subject to enhanced enforcement,
which may result in increased liabilities and impose additional compliance costs for the MGR
Group.
These environmental laws and regulations could cause delays in the Pani Block’s activities,
require the MGR Group to incur substantial compliance costs, or even prohibit or restrict
certain activities in environmentally protected areas. In addition, the introduction of new or
more stringent environmental standards (including regulations addressing climate change) or
stricter enforcement of existing standards, may require the Pani Block to undertake additional
capital expenditures beyond those currently anticipated. The MGR Group may also expend
significant financial and managerial resources to ensure ongoing compliance, and anticipates
that such efforts will continue as environmental regulations evolve. Non-compliance with
applicable laws and regulations (including failure to obtain or maintain relevant
environmental permits, as well as compliance with technical conditions imposed under
environmental approval) may be subject to administrative sanctions (such as warnings, fines,
RISK FACTORS
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or suspension of activities) demolition, and criminal sanctions, in addition to the obligation
to remediate environmental damage and compensate affected third parties.
Mining and processing activities have the potential to harm the environment, and incur
significant costs for environmental rehabilitation, damage control and losses, where these
risks might not fully covered by the MGR Group’s current insurance policies.
The Pani Block’s reclamation and post-mining obligations may change significantly if there
are changes in mining activities including changes in the reclamation plan and mine closure
plan, if the actual costs incurred by the Pani Block in connection with mine reclamation and
post-mining activities differ from assumptions or if there are changes in government laws and
regulations either while PETS and GSM hold their current permits or extend their licenses.
Any significant unanticipated increase in reclamation and rehabilitation costs could have an
adverse effect on the MGR Group’s business, financial condition and results of operations.
If the MGR Group or any of its third-party contractors fail to comply with applicable
environmental laws and regulations in Indonesia, or if an incident occurs at an asset site, the
MGR Group may be liable for any damages or costs arising from or in connection with such
incident, and this may have an adverse effect on the MGR Group’s business, financial
condition, results of operations and prospects.
Indonesia’s mining sector is subject to evolving regulatory frameworks, including potential
changes to mineral export restrictions, royalty rate hikes, and requirements for domestic
processing or value addition.
The mining, processing and exploration activities in the Pani Block have been and will be
subject to various laws, policies and regulations governing the ownership, exploration,
development and mining of reserves, taxation and royalties, exchange controls, import and
export taxes, remittance of foreign currency, restrictions on foreign currency and repatriation
of earnings, investment licensing, environmental issues, employment, social relations, and
other issues. Over the past 20 years, the government has issued various new laws and
regulations impacting the mining industry in Indonesia, some of which imply significant
changes that lead to uncertainty about their application.
Changes in applicable royalty rates have a direct impact on the MGR Group’s profitability,
and royalty rates have been increased in the past. For example, in April 2025 the royalty rates
applicable to primary gold were increased by between two and six percentage points. In
addition, royalty rates on gold and other commodities were initially intended to be raised in
June 2026, before the government in May 2026 postponed the increase. Increases in royalty
rates would raise our revenue-linked cash costs, and potentially cause a commensurate
increase in our cash cost per ounce and AISC, because royalties are payable by reference to
sales value, and our profitability and financial performance would be directly and adversely
impacted as a result. Any further increases in royalty rates, the introduction of additional
levies, or changes in the method of calculating royalties could adversely affect our business,
financial condition and results of operations. For details, see “Financial Information
Significant Factors Affecting our Financial Condition and Results of Operations Changes in
government policies and laws — Government royalties”.
On 30 April 2018, MEMR Regulation No. 25/2018 was enacted. As further discussed below,
key provisions include: (i) mining companies must prioritise domestic demand before
exporting; (ii) the specific DMO levels (e.g., percentage of production allocated to domestic
market) are not fixed in the regulation but may be determined periodically by the MEMR; (iii)
MEMR may also regulate types and quantities of minerals required for domestic use. To
implement these provisions, MEMR periodically stipulates DMO quotas and/or price caps
(e.g., MEMR Decree No. 268.K/MB.01/MEM.B/2025 on the Guidelines for Determining
Benchmark Prices for Sales of Metal Mineral and Coal Commodities), and export approvals
are contingent on meeting DMO obligations. MEMR Regulation No. 25/2018, as last
amended by MEMR Regulation No. 17/2020 and partially revoked by MEMR Regulation No.
17/2025 regarding Procedures for Preparing, Submitting, and Approval of Work Plans and
Budgets and Procedures for Reporting the Implementation of Mineral and Coal Mining
Business Activities, requires that metallic minerals, including gold, to undergo domestic
processing and refining to achieve the specified minimum purity standards before such
minerals can be exported. Pursuant to its annex, (i) gold products derived from gold ore must
have a minimum aurum (Au) content of at least 99% and (ii) silver products from silver ore
must have a minimum argentum (Ag) content of at least 99%, in order to qualify for export
RISK FACTORS
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approval. Accordingly, only refined gold products and silver products that meet the prescribed
purity threshold may be exported from Indonesia. The policy of banning the export of raw
Mineral Resources is essentially a policy to increase the added value of Indonesia’s natural
resources, ultimately for the greatest prosperity of the people. However, if this policy is not
supported by the development of adequate mineral processing and refining facilities in the
near future, it could hamper the export sales of metallic mineral products. As of the date of
this Prospectus, PT Aneka Tambang Tbk (“ Antam ”) is the only LBMA-certified gold refiner
in Indonesia. In addition, in 2025 the output of domestic mineral processing and refining in
Indonesia continued to exceed the capacity of the domestic downstream industry. The
Indonesian regulatory regime does not impose a domestic market obligation (“ DMO ”) for
gold and silver commodity. Accordingly, there is currently no mandatory portion of gold and
silver production that must be allocated to the domestic market prior to export.
While GR No. 96/2021 and MEMR Regulation No. 25 /2018 (as amended) provide that
holders of Production-Operation IUP and Production-Operation IUPK are required to
prioritise domestic needs for minerals in general, such provisions will be implemented through
further regulations or decrees specifying the relevant minerals and quantities.
MEMR Regulation No. 25/2018 imposes DMO requirements for coal and minerals mining
companies, under which mining companies are required to allocate a certain percentage of
their production for domestic use before exporting the remainder, with the applicable
percentages and commodities determined by the Government through further implementing
regulations. To date, while such DMO requirements apply to certain minerals in Indonesia, no
specific domestic market allocation requirements have been prescribed for gold and silver.
Additionally, there are currently no specific export quotas applicable for gold and silver. The
Company will continue to monitor developments in Indonesian mining and export control
regulations, including any changes or new policy that may introduce or expand domestic
allocation requirements for gold and silver. Nevertheless, holders of IUP-OP and IUPK-OP
may export minerals subject to the fulfilment of applicable processing and/or refining
requirements and compliance with prevailing export regulations (i.e. the specified minimum
purity standards).
On 12 July 2023, the government enacted Government Regulation No. 36 of 2023 on Foreign
Exchange Proceeds from Export Activities Derived from the Exploitation, Management,
and/or Processing of Natural Resources as amended by Government Regulation No. 8 of 2025
(“GR No. 36/2023 ”) (as amended by Government Regulation No. 8/2025) and Bank Indonesia
Regulation No. 7 of 2023 on Export Proceeds and Import Payment Proceeds as amended by
Bank Indonesia Regulation No. 3 of 2025 which requires exporters to include all DHE SDA,
including those from the mining sector, in the Indonesian financial system by placing DHE
SDA in a special account through: (a) banks, if the export value is less than US$250,000 or its
equivalent, and (b) banks and/or Indonesian Export Financing Institutions, if the export
value is at least US$250,000 or its equivalent. Furthermore, based on GR No. 36/2023, DHE
that has been placed in the special account must be placed at least 100% for a minimum of 12
months from the placement of DHE SDA in the special DHE SDA account. This provision is
expected to increase the burden on exporters, including the MGR Group, because they must
provide additional working capital during this period.
Changes in Indonesian policies, laws and regulations, including those relating to financial
reporting, foreign exchange arrangements or other regulatory requirements, may adversely
affect the MGR Group’s business, financial condition, results of operations and prospects if
the MGR Group fails to comply with changes in such Government policies, laws and
regulations. In general, there can be no assurance that changes in Government policies, laws
and regulations affecting the mining industry will not be issued or revoked suddenly, which
could adversely affect the MGR Group’s business, financial condition, results of operations
and prospects.
Our insurance coverage may be inadequate to cover potential claims.
The MGR Group’s business activities are generally subject to a number of risks and hazards,
including but not limited to adverse environmental conditions, industrial accidents, labour
disputes, unusual or unforeseen geological conditions, changes in the regulatory environment
and natural phenomena such as adverse weather conditions, floods and earthquakes. Such
events could result in damage to mining properties and processing facilities, personal injury or
death, environmental damage to our properties, delays in development, monetary losses and
potential legal liability.
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The MGR Group currently maintains insurance policies covering risks associated with
construction activities at the Pani Block, including third-party liability coverage, and
insurance for delays in the commencement of operations, machinery breakdown and heavy
equipment. We also plan to maintain business interruption insurance policies intended to
provide coverage for potential financial losses arising from the suspension or interruption of
operations due to certain events.
However, there can be no assurance that the MGR Group’s insurance will be sufficient to
cover losses or liabilities that may arise or the continued availability of insurance at acceptable
premium levels, or at all. In particular, certain financial institutions, asset managers, and
insurance companies could in the future limit the availability of insurance coverage to
companies which derive their revenues from certain business activities. Therefore, the MGR
Group may not always be able to obtain insurance for certain risks due to high premiums or
other reasons, and the MGR Group may ultimately incur uninsured losses, which could
negatively impact the MGR Group’s business, financial condition, results of operations and
prospects.
The Pani Block may experience unexpected disruptions to its mining and processing operations
as a result of operational risks, infrastructure risks and hazards due to human activities, which
may result in increased costs or losses, serious injury or death, damage to reputation, suspension
of operation and other penalties, any of which could adversely affect our business, financial
condition and results of operations.
The mining, processing, and transportation operations of the Pani Gold Mine are subject to
risks and hazards that could disrupt production for varying length of time, including those
normally encountered in exploration, mining, development, and production of gold. These
risks, hazards, and changes in conditions, including operational and infrastructure risks,
include, but are not limited to:
• fire, explosion, embargo, serious injury and death due to industrial and mining
accidents in connection with the operation of mining equipment, milling equipment,
and/or logistics systems and in connection with transportation, such as the
transportation of chemicals, heavy mining equipment, and transportation of employees
to and from the site;
• labour disputes;
• lack of competent workforce;
• delays or disruptions in drilling, excavation and other third-party delays;
• delays in the arrival of heavy machinery used in construction arrivals due to port
congestion and capacity limitations at the port facilities used by the Pani Block in its
barging operations; and
• inability to access haulage roads, jetties, ports and other infrastructure, which are not
currently owned by the MGR Group.
Any such occurrence could result in damage to, or destruction of, mines and other production
facilities, property damage, environmental damage, and potential legal liability. Processing
operations are also subject to hazards such as equipment failure, toxic chemical leakage,
power loss, heavy equipment damage, failure of retaining dams around tailings containment
areas, and tailings filtration or filtered tailings facility underperformance, resulting in
environmental pollution and consequent liability.
In the event that any of the above operational and infrastructure risks or hazards occur, the
Pani Block could incur significant losses that may involve serious personal injury or death,
severe damage to or destruction of property and equipment, pollution, damage to natural
resources or other environmental damage, environmental remediation responsibilities,
regulatory investigations and penalties, and suspension of operational activities.
Furthermore, the insurance coverage held by the MGR Group may not be sufficient to cover
all adverse impacts. Consequently, this could negatively impact the MGR Group’s business,
financial condition, results of operations and prospects.
The Pani Block is subject to geotechnical and hydrological risks that could have a material and
adverse impact on our mining operations.
The Pani Block is exposed to geotechnical and hydrological risks, particularly in relation to
the open pit slope, haul route and mine access infrastructure, and heap-leach pad. For
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example, slope instability in the pit walls may result in wall failures or landslides, potentially
interrupting or halting mining operations. Landslides or ground instability along route or
access road may disrupt ore delivery to processing facilities. Furthermore, ore stacking on the
heap-leach pad may be susceptible to instability and potential failure, particularly under
conditions of excessive moisture or saturation.
There can be no assurance that unanticipated adverse geotechnical and hydrological
conditions, such as landslides and mine wall failures, will not occur in the future, or that such
conditions will be detected in advance. Geotechnical instability is inherently uncertain and
may be influenced by factors beyond the MGR Group’s control, such as severe weather events,
prolonged or intense heavy rainfall, flooding and seismic activity which may contribute to
slope failures, ground movement, structural instability or material slippage. Geotechnical
failures or related incidents could result in restricted access to mine sites, suspension of
operations, damage to equipment and infrastructure, regulatory investigations, increased
monitoring and mitigation costs, remediation expenditures, or other operational disruptions.
Any such events could reduce production levels, increase operating costs, and materially and
adversely affect the MGR Group’s business, results of operations, financial condition and
prospects.
Our operations at the Pani Block are subject to occupational hazards and our workers are subject
to risks of serious injury or death caused by use of machinery, exposure to hazardous substances
and equipment and tools in the course of production, which increase the risk of a safety incident
or accident at our mine or processing facility.
Due to the nature of the work environment, which is typically confined and subject to
geological uncertainties, the mining industry is inherently susceptible to a high risk of
work-related serious injuries or death, as well as industrial and mining accidents. Such
incidents may also result in breaches of the conditions for our mining and exploration licenses
or any other approvals, permits or authorizations, which may result in fines and penalties or
even potential revocation of such licenses, approvals, permits and authorizations. There can
be no assurance that accidents will not occur at our operations in the future despite our efforts
to comply with safety protocols and applicable laws and regulations. In addition to adversely
affecting our business and results of operations, safety accidents in the region may also
adversely affect our reputation.
Our operations are subject to health and safety legislation which imposes duties and
obligations on us to ensure, amongst other things, a working environment which is healthy
and safe, as far as is reasonably practicable. In terms of the health and safety legislation, we
may be subject to significant penalties and/or administrative fines for non-compliance.
Depending on the particular circumstances, litigation (criminal and/or civil) may be instituted
against us in respect of an accident, dangerous occurrence or health threatening occurrence
which has resulted in the death of an employee (or contractor staff). Any changes to the health
and safety laws which increase our burden of compliance and impose higher penalties for
non-compliance may result in further significant costs for us.
Despite our efforts to protect our employees’ health through implementation of safety
measures, accidents or safety incidents may occur due to factors beyond our control. There
can be no assurance that workplace accidents will not occur at our gold mines in the future.
The occurrence of significant accidents could result in damage to or destruction of
production facilities, serious injury to or death of employees, environmental damage, business
interruption, production delays, increased operating costs, monetary losses and potential
legal liability to us. Such incidents may also result in breaches of the conditions for our mining
and exploration licenses or any other approvals, permits or authorizations, which may result
in fines and penalties or even possible revocation of such licenses, approvals, permits and
authorizations. Should we fail to comply with any relevant laws, regulations or policies or
should any accident occur, our business, reputation, financial condition and results of
operations may be adversely affected, and we may be subject to penalties, civil liabilities or
criminal liabilities. Any such accident may also subject us to adverse publicity and damage to
our brand name and reputation. Due to the growing awareness of and concern about safety
and environmental protection, the risk of such accident may result in social demonstrations
against the construction and operation of our mine and facilities, which may further disrupt
our business operations, negatively affect our image and reputation and materially and
adversely affect the MGR Group’s business, results of operations, financial condition and
prospects.
Operations or processing facilities at the Pani Block are subject to inherent risks involving,
among other things, the operation of heavy equipment, handling of explosives, other
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hazardous and toxic substances including cyanide and other chemicals; therefore, industrial
accidents may occur resulting in property damage, personal injury or death. The MGR Group
may also still be liable for loss of life and property, medical expenses, medical leave payments
and fines or penalties for violations of applicable laws and regulations in Indonesia.
The MGR Group may also experience business disruptions or negative publicity as a result of
an order to suspend equipment for investigation by the Government or the implementation or
enforcement of mandatory enhanced safety measures as a result of such an accident. These
types of accidents or safety measures imposed by Government authorities could have a
material adverse effect on the operations of the Pani Block, which could adversely affect the
MGR Group’s business, financial condition, results of operations and prospects.
Furthermore, safety issues involving third parties, such as contractors or business partners at
the Pani Block, could also have an indirect impact on the MGR Group’s reputation and
operations, even if the incident is not directly caused by the MGR Group.
Our assets at the Pani Block are subject to adverse weather and natural disasters.
The Pani Block’s operations are located in Gorontalo Province, which is subject to severe
weather, particularly during the rainy season, as well as natural disasters such as earthquakes,
landslides, volcanic eruptions, prolonged droughts, and other weather events. A prolonged
rainy season can significantly impact mining and processing operations, damage haul roads
and other critical infrastructure, affect our processing activities, and reduce equipment
utilization and overburden removal rates. While the MGR Group routinely monitors rainfall
in the operating area using geohazard maps, actual rainfall and rain hours can vary
significantly in the area where the Pani Block operates from year to year and may result in our
utilization and production volumes of the Pani Block for a given period or a particular year
being significantly lower than anticipated and targeted, even after the MGR Group builds in
allowances for typical rainfall and rain hours due to seasonal weather conditions. The Pani
Block is also exposed to the risk of natural disasters such as earthquakes and landslides,
which can significantly damage our mining, processing facilities, and general infrastructure.
Further, extensive damage to our facilities, serious injury to or death of our employees,
whether as a result of earthquakes, landslides or other natural disasters, may adversely affect
our ability to conduct our operations and, as a result, reduce our future operating results. The
MGR Group’s insurance policies may not be adequate to cover any losses or liabilities arising
from the occurrences of these events, and such events could adversely affect the MGR Group’s
business, financial condition, results of operations and prospects.
Operational activities of the Pani Block may be disrupted by opposition from local communities.
The MGR Group faces the risk that the operations of the Pani Block could be disrupted by
opposition from local communities or unrest. Although the MGR Group has adopted social
responsibility programs, see “Business — Environmental, Social and Corporate Governance
and Sustainability — Corporate Social Responsibility” for more details, due to the adverse
environmental impacts associated with our mining and processing activities, local
communities surrounding the Pani Gold Project’s operational areas may oppose, at times
violently, the carrying out of further mining and processing activities. Such opposition from
local communities may arise from various factors, including but not limited to, actions taken
by the MGR Group or other external factors beyond the control of the MGR Group. While
there has been no material adverse impact to our operations, there can be no assurance that
any future opposition, unrest or protests will not disrupt our business operations. If the
operations of the Pani Block are disrupted by opposition or unrest from local communities
and the Pani Block is unable to resolve such disruptions in a timely manner, the Pani Block
may not be able to meet its production targets, and this could have a material adverse effect on
the MGR Group’s business, financial condition, results of operations and prospects.
Our business prospects are dependent on our ability to continuously and successfully develop the
Pani Block.
Our business prospects are dependent on our ability to continuously and successfully develop
the Pani Block. The MGR Group is currently developing the Pani Block based on the CPR
that provides estimates of the project’s expected returns. These estimates are based on a range
of assumptions regarding the prices of gold and silver, estimated ore tonnage, grade and
metallurgical characteristics, expected recovery rates, projected capital expenditures and
operating costs, and anticipated rates of return on investment.
As part of its development strategy, the MGR Group currently plans to develop and operate
two major mines within the Pani Gold Mine area, namely PETS and GSM. Both mines are
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designed to be integrated into a single mining operation to support ore processing using heap
leach and CIL methods, with the aim of optimizing operational efficiency and maximize metal
recovery. This integrated approach is intended to optimize the Mineral Resource potential of
each mine and ensure the continuity of ore supply throughout the life of the project. For heap
leach facilities, PETS has obtained Techno-Economic Approval based on Letter No.
T-1114/MB.04/DBM.PE/2024 dated 22 October 2024, issued by the Acting Director of
Mineral Resources Development; Director of Mineral and Coal Revenue.
The estimates and projections set out in the CPR are inherently subject to various
uncertainties that many of which are beyond the control of the MGR Group. These
uncertainties include, but are not limited to, the timing and costs of constructing mining
infrastructure and processing facilities, the availability and costs of skilled labour, electricity,
water and transportation facilities, licenses, approvals and permits required by regulatory
authorities, fluctuations in commodity prices, and the MGR Group’s ability to secure
adequate funding for construction and development activities. Actual results may differ from
those anticipated, and such differences may be material and could adversely affect the MGR
Group’s business, financial condition, results of operations and prospects.
Processing facility construction and development projects are subject to operational risks that
may result in increased costs or delays and there can be no assurance that we will be successful in
implementing or completing such projects.
The MGR Group plans to develop a CIL processing facility under PIN, with the construction
commenced in 2026 and targeted for completion in 2028. The facility is designed to have a
processing capacity of approximately 12 million tonnes of ore per year.
The construction and development of processing facilities involves various risks that could
impact the prospects and profitability of the MGR Group, including but not limited to:
• delays in, or failure to obtain, the required permits and approvals (including new
AMDAL approvals and feasibility studies), which may result in project delays or
increased costs;
• cost overruns or delays in securing the necessary equipment, machinery, materials,
supplies, labour or services, as well as challenges in implementing new technologies to
develop and operate the processing facility;
• inadequate operating cash flow or constraints in obtaining additional financing to fund
capital expenditure requirements;
• accidents, natural disasters, equipment failures, and public health events (including
epidemics and pandemics), which may cause delays, cost overruns, temporary
suspension or cancellation of projects; and
• changes in market conditions, commodity prices or regulatory requirements that may
reduce the economic viability or profitability of the project.
There can be no assurance that the MGR Group will successfully complete the construction
and development projects of the processing facilities on schedule, within budget, or at all. Any
delay, cost overrun, or failure to complete the project could have a material adverse effect on
the MGR Group’s business, financial condition, results of operations and prospects.
Illegal mining can disrupt our operational activities.
Illegal mining activities, theft and robbery of gold bearing materials and production inputs,
and unauthorized mineral extraction are common challenges in the mining industry and may
occur within our concession areas. Illegal mining refers to mining activities conducted
without valid land rights, mining licenses, exploration or transportation permits, or other
legally required authorizations. Such activities are often associated with several negative
impacts, including environmental damage, unsafe working practices, corruption, child labour,
human trafficking and other unlawful conduct. In regions where illegal mining occurs, local
governance structures may be limited or under-resourced, which can contribute to a complex
social environment that is less stable.
Illegal mining activities within or near our concession may cause environmental degradation,
underground fires, property damage, or personal injury or loss of life, for which we may
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potentially be held liable as concession holder. In addition, illegal miners are often supported
by syndicates, including, in some cases, employees of legal mining operators. Consequently, in
the event that our employees are found to be assisting illegal miners, we will be required to
dismiss all implicated employees and this may result in labour unrest. Illegal mining activities
could also result in depletion of mineral deposits, potentially making the future mining of
such deposits uneconomical. In addition, the presence of illegal miners could lead to project
delays and disputes regarding the development or operation of commercial gold deposits.
Unauthorized mineral extraction and illegal mining are common challenges in Indonesia and,
in certain instances, cause major disruption to the operations of mining companies. Incidents
of illegal mining in Indonesia generally tend to increase during periods of rising mineral
prices.
The MGR Group may suffer losses from illegal mining within the Pani Block area, such as the
loss of potential future Ore Reserves and Mineral Resources and rehabilitation costs
associated with illegally mined areas. In addition to adversely affecting the MGR Group’s
business, financial condition, results of operations and prospects, illegal mining activities may
give rise to health, safety and security risks. The MGR Group has no control over the
perpetrators and practices of illegal mining. Such miners may not comply with international
health and safety standards and may breach various environmental regulations, for which the
MGR Group may be liable by virtue of the concession rights held by the Pani Block.
The process of removing illegal mining activities from the Pani Block concession area may
take several years and there can be no assurance that we will be successful in eliminating all
such illegal mining activities from the concession area within the targeted timeframe, or at all.
While we actively seek to prevent and address illegal mining activities from Pani Block, there
can be no assurance that unauthorized mineral extraction or illegal mining within the Pani
Block concession area will not occur in the future. Any unauthorized mineral extraction or
illegal mining within the Pani Block concession area could have a material adverse effect on
our business, financial performance, results of operations and prospects. Currently, the
majority of the Pani Block mining area is free from illegal mining activities, although small
numbers of illegal miners are still found from time to time. For example, in September 2023,
an illegal demonstration was staged seeking to continue unlawful mining activities in the
vicinity of the Pani Block, which escalated into limited acts of damage to certain of our
facilities and local government offices. The incident did not result in any injuries or health and
safety impacts. The damage sustained was minimal and immaterial in nature, and the overall
impact on the MGR Group was limited. Site activities were subject to a brief interruption but
were promptly restored to normal operations. The MGR Group worked collaboratively with
the local government to resolve the matter and the MGR Group did not pursue further legal
action in relation to this incident. There can be no assurance that similar events will not occur
in the future or that illegal miners will not return to the Pani Block area in the future.
We are dependent on transportation facilities and infrastructure, where lack of access to such
facilities and infrastructure can impact production and development.
Mining, processing, development, and exploration activities depend, to one degree or another,
on adequate infrastructure. Reliable roads, bridges, and reliable electricity and water supplies
are important determinants affecting capital and operating costs. Major disruptions to
transportation systems, including any blocking of access to haulage road infrastructure, could
adversely affect the operations and shipping activities of the Pani Block, as well as materially
and adversely affect the MGR Group’s business, financial condition, results of operations and
prospects.
Furthermore, the lack of transportation facilities and infrastructure could delay or prevent
the development of the Pani Block. Completion of the Pani Block development is subject to
various conditions, including the timely availability of electricity, water, and transportation.
The lack of availability of any of these facilities and infrastructure on acceptable terms and
conditions, or a delay in providing them, could hinder or delay the development of the Pani
Block. If adequate infrastructure is not provided in a timely manner, there can be no
assurance that:
• the development of the Pani Block will be completed in a timely manner, if at all;
• the resulting operating activities will achieve the anticipated production volume; or
• the construction costs and operating costs associated with the development of the Pani
Block will not be higher than anticipated.
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Unusual or rare weather phenomena and natural disasters such as earthquakes and landslides,
sabotage, or interference by community, government, or any other party in any form with the
operations, infrastructure, and logistical access of the Pani Block may disrupt the
maintenance, availability, utilization, and accessibility to critical infrastructure. Changes in
Government policies or regulations may also limit or hinder operational activities.
The occurrence of any of these events could have a material adverse effect on the MGR
Group’s business, financial condition, results of operations and prospects.
Any natural disaster could significantly damage the mining infrastructure and general
infrastructure of the Pani Block. Furthermore, extensive damage to the Pani Block facilities
and serious injury to or death of employees due to natural disasters or other reasons may
adversely impact the Pani Block’s ability to conduct operations and, consequently, reduce the
MGR Group’s the MGR Group’s financial condition, results of operations and prospects.
We rely on third-party contractors for a number of mining supporting services at the Pani Gold
Mine.
A number of mining supporting services at the Pani Gold Mine are performed by third-party
contractors, particularly for the provision of fuel, explosives, electricity supply, and
maintenance of camp service facilities.
Such arrangements with third-party contractors carry risks associated with the possibility
that the contractors may take actions contrary to the instructions or requests of the MGR
Group, be unable, or unwilling, to fulfil their obligations, or have economic or other interests
or objectives that are inconsistent with the interests of the MGR Group. In addition, changes
in economic conditions, regulations, or other external factors may cause contractors to be
unable or unwilling to fulfil their obligations. For example, in times of supply shortages, such
contractors may not always prioritize the MGR Group’s operation, as this depends on their
internal policies and decisions.
If any contractor fails to perform its duties or if the MGR Group fails to maintain a
long-term and stable working relationship with them and the MGR Group is unable to find
suitable alternative suppliers, this could have a material adverse effect on the MGR Group’s
business, financial condition, results of operations and prospects.
Labour disputes, labour activism or increases in labour costs could adversely impact companies
in Indonesia, including us, which could ultimately affect our business activities, financial
condition, results of operations and prospects.
Our business relies on maintaining stable and constructive relationship with our employees.
Employees in Indonesia have the right to form and join trade unions and to organise strikes in
accordance with applicable laws and regulations. A work slowdown, stoppages, strike or other
labour-related disputes at our mining sites could disrupt operations, reduce production levels
and result in adverse publicity, which could have a material adverse effect on our business and
operation.
There can be no assurance that such disputes or disruptions will not occur in the future.
Legislation that facilitates the formation of trade unions, coupled with weak economic
conditions, has resulted in, and will likely continue to result in, labour unrest and activism in
Indonesia. In 2000, the government issued Law No. 21 of 2000 on Trade Unions (the “ Trade
Union Law ”). The Trade Union Law allows employees to form unions without employer
interference. In March 2003, the government enacted the Manpower Law, partially amended
by the Job Creation Law (Perpu Cipta Kerja), which, among other things, changed the amount
of severance pay, service pay, and compensation paid to employees upon termination of
employment. The Manpower Law requires further regulations for its implementation, which
regulations may have a substantial effect upon employment relations in Indonesia generally.
The Manpower Law requires a bipartite forum with participation from employers and
employees and participation of more than 50.0% of a company’s employees to negotiate
collective bargaining agreements, and establishes more permissive procedures for staging
strikes. Under the Manpower Law, employees who voluntarily resign are also entitled to
payments for, among other things, unclaimed annual leave and relocation costs.
Following its enactment, several labour unions urged Indonesia’s Constitutional Court to
declare certain provisions of the Manpower Law unconstitutional and order the government
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to repeal them. The Constitutional Court declared the Manpower Law valid except for certain
provisions, including provisions relating to employers’ rights to dismiss employees who
commit serious misconduct and criminal sanctions against employees who initiate or
participate in illegal labour strikes. Certain provisions of the Manpower Law may negatively
impact the MGR Group’s business operations.
The previous Job Creation Law (now repealed and replaced by the Job Creation Law), as
further regulated by Government Regulation No. 35 of 2021 on Fixed-Term Employment
Agreements, Outsourcing, Working Hours and Rest Periods, and Ter mination of
Employment, introduced several amendments to the Labor Law, including allowing employers
to terminate employees based on “efficiency” grounds due to losses, whereas the previous
Labor Law required company closure as a condition for termination on such grounds.
Another amendment to the Labor Law is that there is only one severance pay formula
applicable to all types of termination of employment, whereas previously it was regulated at
twice the general severance pay for multiple reasons. Furthermore, there is an overall
reduction in the amount of severance pay owed under the new severance pay formula. In
addition to the new severance pay formula, employees are entitled to a maximum of six
months’ salary under the central government’s Employment Loss Guarantee. Several
demonstrations have occurred against the Job Creation Law, and labour unrest is likely to
continue as implementing regulations are issued.
Labor unrest and activism in Indonesia could disrupt the MGR Group’s business operations
and could have a material adverse effect on the financial condition of Indonesian companies
in general, which could ultimately depress the value of the Rupiah relative to other currencies,
share prices on the IDX and the share prices of Indonesian companies listed on the Hong
Kong Stock Exchange, including our HDRs. Any of these events could have a material adverse
effect on the MGR Group’s business, cash flows, results of operations, financial condition, or
future prospects. In addition, inflationary pressures or changes in applicable laws and
regulations could generally result in increased labour costs, which could have a material
adverse effect on the MGR Group’s business, cash flows, results of operations, financial
condition, and future prospects.
The Manpower Law stipulates that employers are prohibited from paying wages below the
minimum wage determined annually by the provincial or regional/city government. The
minimum wage is determined based on economic and labour conditions. However, because
there are no specific provisions governing the determination of the minimum wage increase
amount, the increase in the minimum wage cannot be predicted. For example, based on
regional regulations established in Jakarta, according to each industry, the minimum wage
increased from IDR 5.3 million per month in 2025 to IDR 5.7 million per month in 2026. In
Gorontalo Province, where the Pani Gold Mine is located, the minimum wage increased from
IDR 3.2 million per month in 2025 to IDR 3.4 million per month in 2026. Increases in the
minimum wage in Indonesia could have a material adverse effect on the MGR Group’s
business, cash flows, financial condition, and future prospects.
We rely on the experience and expertise of key management personnel to develop the Pani Block,
and any failure to retain such personnel could have a material adverse effect on our business,
financial condition, results of operations and prospects.
The MGR Group relies on the vision, expertise, experience and managerial skills of the Board
of Directors, the Board of Commissioners and other members of the MGR Group
management team, all of whom are critical to the successful development of the Pani Block.
However, there can be no assurance that the MGR Group will be able to retain the services of
the Board of Directors, the Board of Commissioners or other members of the MGR Group
management team. A loss of any key management team member could adversely affect the
MGR Group’s ability to develop the Pani Block, and may also result in changes in the
implementation of the MGR Group’s project, strategy and expansion plans. Consequently, if
one or more of the key management personnel cease to be involved in the management of the
MGR Group for any reason, it could have a material adverse effect on the MGR Group’s
business, results of operations, financial condition and prospects.
In addition, the success of the Pani Block depends heavily on the skills and collective efforts of
a number of senior management and key personnel within the MGR Group, particularly its
mining expertise, including its highly skilled team of engineers, geologists, and metallurgists.
Experienced engineers, geologists, and metallurgists cannot be quickly replaced, and
resignation of highly skilled employees could significantly impact the MGR Group’s ability to
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develop the Pani Block. A key factor in retaining staff and attracting additional highly
qualified personnel includes the MGR Group’s ability to offer competitive compensation
arrangements.
Difficulty in retaining or attracting highly qualified individuals in key management positions
as well as highly skilled engineers and geologists could adversely affect the MGR Group’s
business, financial condition, results of operations and prospects. Failing to hire and retain
sufficient numbers of management and other skilled personnel could adversely affect the
MGR Group’s business, financial condition, results of operations and prospects.
Any increases in operational costs could have a detrimental impact on our mining and processing
business activities. We are subject to costs and risks related to mine closure.
Our business has been, and may continue to be, directly affected by volatility in commodity
prices and broader inflationary pressures. Inflation in Indonesia could increase our
production costs and operating expenses, including raw materials, transportation, wages and
power costs. Geopolitical risks and conflicts may further disrupt supply chains and create
additional inflationary pressures. The Iran conflict, sanctions, tariffs and other measures have
contributed to volatility in commodity prices, including increases in oil, gas, ammonia nitrate,
copper, steel and gold prices. Oil prices, in particular, affect a number of our input costs,
including fuel and transport costs, while gas prices influence power costs, and other
commodity prices may directly impact mining and processing costs. Sustained inflationary
pressures may also lead to higher interest rates and the increased cost of borrowing, and could
have a material adverse effect on global financial markets and economic conditions. The
extent and duration of geopolitical conflicts, sanctions and resulting market disruptions are
uncertain and difficult to predict. Any prolonged inflationary impacts or supply chain
disruptions could have a material adverse effect on our business, financial condition and
results of operations, and may magnify the impact of other risks described in this document.
The MGR Group’s mining and processing activities are primarily affected by changes in
operating costs, particularly fuel, cyanide (NaCN) consumption, electricity costs, and freight
costs associated with transportation to and from the mines. Future increases in the
maintenance costs of mining equipment and other processing equipment could reduce the
competitiveness of the MGR Group’s operations. To the extent that the MGR Group is unable
to fully offset the impact of these increased costs through price adjustments, productivity
improvements, cost reduction programs or other measures, the MGR Group’s business,
financial condition, results of operations and prospects could be materially and adversely
affected.
In addition, we are subject to costs and risks related to mine closure. Our existing mining
operations have finite lives, and the eventual closure of our operations will entail costs and
risks regarding on-going monitoring, rehabilitation and compliance with environmental
standards, which may exceed the provisions we have made. We have rehabilitation obligations
for areas we have cleared or disturbed for mining and production purposes, and are required
to rehabilitate and re-vegetate mined land in accordance with applicable regulations. Key
costs and risks for mine closures are: (i) long-term management of permanent engineered
structures, such as tailings dams, and acid drainage; (ii) achieving environmental remediation,
rehabilitation and closure standards, including the assessment, funding and implementation
of post-closure polluted and extraneous water pumping treatment; (iii) orderly retrenchment
of employees and third-party contractors; and (iv) relinquishment of the sites with associated
permanent structures and community development infrastructure and programs to new
owners. The successful completion of mine closure activities is dependent on our ability to
successfully implement closure plans approved by the relevant government authorities, and
aligned with community and employee expectations. Challenges in achieving closure
objectives may result in increased closure costs, delays in site relinquishment, extended
environmental monitoring and remediation requirements, and reputational damage, as well as
giving rise to potential liabilities, particularly if the closure standards are not met or if a
post-closure environmental incident occurs. In such circumstances, our business, financial
condition and results of operations could be materially and adversely affected.
We face increasing competition from domestic and foreign competitors.
The MGR Group faces increasing competition from domestic and international gold
producers and competition in the mining industry is intense at all stages. Certain domestic and
international competitors may have certain advantages over the MGR Group, including
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greater financial and technical resources, larger gold reserves, greater economies of scale,
better name recognition and more established relationships in certain markets. Competition in
selling precious metals may intensify depending on factors such as (i) finding mineral-rich
properties that are economically viable to develop and produce; (ii) the availability of
technical expertise to find, develop and operate such properties; (iii) access to skilled
workforce; (iv) the availability of capital to fund exploration, research and development; and
(v) the ability of competitors to establish or strengthen competitive advantage. Such
competition may impair the MGR Group’s ability to secure attractive concession areas,
recruit or retain qualified personnel or to obtain sufficient funding for exploration,
development and operation activities. If the MGR Group is unable to compete effectively, it
may experience reduced sales and profitability, which in turn, could adversely affect the MGR
Group’s business, financial position, results of operations and prospects.
Investors increasingly prioritize ESG performance when making investment decisions. Failure to
meet evolving ESG standards could lead to negative ESG ratings, exclusion from ESG indices, or
reduced access to financing.
Institutional investors have increasingly integrated ESG performance into their capital
allocation strategies when making investment decisions. Many investors have established strict
exclusionary frameworks or mandates that prioritize high-performing ESG companies. Our
inability to satisfy these evolving expectations or meet specific ESG benchmarks could result
in material adverse effects.
Many asset managers now rely on third-party ESG ratings (such as those from MSCI or
Sustainalytics) to determine eligibility for ESG-themed funds or indices. A downgrade in our
rating or a perceived failure to manage material ESG risks, such as climate transition or
human capital management, could lead to large-scale divestment by these institutional
holders.
In addition, certain financing instruments, including “sustainability-linked” loans and green
bonds, incorporate performance targets tied to specified ESG metrics. If we fail to meet the
sustainability performance targets associated with these instruments, we may incur financial
penalties, including increased interest rates or face limitation accessing certain debt markets.
Furthermore, because there is no single global standard for ESG measurement, we may be
subject to diverging requirements across different jurisdictions. Compliance with multiple and
evolving ESG frameworks may require significant management attention and additional
costs. Any failure on our part to meet certain ESG standards and sustain high ESG ratings
could lead to negative investor sentiment, and materially and adversely affect the prices of our
Shares and/or HDRs.
Adverse publicity, protests or the inability to maintain good relationships with stakeholders
could have a material adverse effect on our business, financial condition, results of operations
and prospects.
As an established company, our reputation is sensitive to the public perception of our overall
business conduct, which includes our corporate governance, management practice and
corporate culture. We cannot guarantee that no one will, intentionally or incidentally,
disseminate information about us, our internal management matters and negative information
about our management, which may result in negative public perception. There can be no
assurance that any measures taken to address, clarify or rectify negative publicity will always
be effective in the future. Any negative publicity about our Company, Directors,
Commissioners, employees, spokespersons or products, regardless of nature or veracity, could
lead to potential loss of customers or investors’ confidence or difficulty in retaining or
recruiting talents that are essential to our business operations. As a result, our business,
financial condition, results of operations, reputation and prospects may be materially and
adversely affected.
For example, Mr. Abidin, our President Director, was requested to attend a hearing of the
Badan Kehormata n (Honorary/Ethics Council) (the “ Honorary Council ”) of the Gorontalo
Provincial Parliament ( Dewan Perwakilan Rakyat Daerah Provinsi Gorontalo or “ DPRD ”) in
connection with the Honorary Council’s review of a purported payment of IDR50,000,000
(equivalent to approximately USD3,000) by PETS (a subsidiary of the Company) to Mr.
Thomas Mopili, the Chairman of the DPRD (the “ Allegation ”). To the best of the Company’s
knowledge, since the hearing with the Honorary Council and up to the Latest Practicable
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Date, Mr. Abidin is not aware of any further summon, notice, inquiry, communication or
appeal process from the Honorary Council or any other authority in connection with the
Allegation subsequent to the hearing; nor is he aware of any investigations, regulatory actions
or claims by any competent authority in Indonesia against him in connection with the
Allegation subsequent to the hearing. For details, see “Directors, Senior Management and
Commissioners — Further Information About Mr. Abidin”.
In addition, based on a Writ of Summons in the Action dated and issued on 19 March 2026
(the “ Writ ”), Home Control International Limited (“ Home Control ”, a company listed on the
Stock Exchange (stock code: 1747)) alleges that in November 2019, Mr. Gao, our independent
Commissioner, by signing a subscription letter and custody service letter for a financial
product on behalf of Home Control as a non-executive director and chairman of the board,
together with four other co-defendants, acted in breach of duty, conspired and injured Home
Control by unlawful means, causing Home Control to be deprived of a substantial portion of
proceeds of its initial public offering in November 2019 and to suffer consequential loss and
damage. Based on Mr. Gao’s confirmation, the Writ has not been served on Mr. Gao as of the
Latest Practicable Date. For details, see “Directors, Senior Management and
Commissioners”. For the avoidance of doubt, this disclosure is made solely for regulatory
purposes and shall not be misconstrued as acknowledgment of any of the claims, any
quantum or any waiver of Mr. Gao’s rights.
Globally, there is growing public concern regarding the impact of mining operations on the
surrounding environment, communities, and the natural environment. Non-Governmental
Organizations (“ NGOs ”), whether local, national, and international, including those opposed
to globalization and resource development, are often vocal critics of the mining industry,
including the use of cyanide and hazardous substances.
While the MGR Group strives to operate in a socially and environmentally responsible
manner, adverse publicity generated by NGOs, the media, or other third parties, whether
directly or indirectly associated with the mining industry, or specifically the operations of the
Pani Block, could have a detrimental impact on the reputation and financial condition of the
MGR Group and/or on the MGR Group’s relationship with the communities in which the
Pani Block operates.
Any adverse and unanticipated environmental impacts resulting from the operations of the
Pani Block may result in NGOs, communities or other parties taking action against the MGR
Group.
Although the MGR Group believes that it has built good relationships with key stakeholders,
if the Pani Block operations are disrupted in the future by protests or criticism from local,
national, or global NGOs, the public, or other parties, this could have a material adverse
effect on the MGR Group’s reputation, business, financial condition, results of operations
and prospects. Furthermore, technological advances and the development of social media
have enabled the widespread and rapid dissemination of information, both accurate and
inaccurate, beyond the MGR Group’s control. Even inaccurate infor mation or
misinformation may influence public perception and pose significant reputational risks.
In the ordinary course of our business activities we may be subject to litigation and
administrative investigation matters, and any unfavourable decision or outcome may adversely
affect our business and financial performance.
The nature of our business activities may expose us to litigation relating to, among other
things, labour, environmental, health and safety, land rights, regulatory, tax and
administrative proceedings, government investigations, tort claims and contract disputes, and
criminal prosecution. In the context of these and any future proceedings, the MGR Group
may not only be required to pay monetary fines or damages, but may also be subject to
complementary sanctions or injunctions that may adversely affect the MGR Group’s ability to
continue operating. While the MGR Group may contest these matters vigorously and make
insurance claims where appropriate, litigation and other proceedings are inherently costly and
unpredictable, making it difficult to accurately estimate the outcome of any actual or
potential litigation or proceedings. Although the MGR Group may establish provisions as
necessary, such amounts may vary significantly from the amounts actually paid by the MGR
Group due to the inherent uncertainties of the estimation and judicial processes. There can be
no assurance that administrative and other legal proceedings will not have an adverse impact
on the MGR Group’s ability to continue operating, its financial condition and results of
operations in the event of an unfavourable ruling.
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We may not be able to detect and prevent fraud or other misconduct committed by our employees,
representatives, agents, customers, external contractors or other third parties.
We may be exposed to fraud or other misconduct committed by our employees,
representatives, agents, customers, or other third parties that could subject us to litigation,
financial losses and sanctions imposed by governmental authorities, which may affect our
reputation. While our internal control procedures are designed to monitor our operations and
ensure overall compliance, such procedures may not be able to identify all incidents of
non-compliance or suspicious transactions in a timely manner, or at all.
Furthermore, it is not always possible to detect and prevent fraud and other misconduct. The
precautions we take to prevent and detect such activities may not be effective. If such fraud or
other misconduct does occur, it may cause negative publicity and could adversely affect our
business, financial condition and results of operations. As of the Latest Practicable Date, we
are not aware of any ongoing enquiries or investigations by any relevant regulators, agencies
or authorities in relation to fraud or other misconduct allegations against us. Any adverse
media coverage against us may have a material adverse effect on our reputation, thereby
affecting our business, financial condition, results of operations and prospects.
A significant portion of the PETS Operation Production Mining Business License and GSM
Contract of Work areas within the Pani Block remain unexplored, and there can be no assurance
that further exploration programs will result in additional Mineral Resources.
A majority of the PETS Operation Production Mining Business License and GSM Contract
of Work areas within the Pani Block remain unexplored and undeveloped. There can be no
assurance that these concession areas will be successfully developed or will yield economical
viable deposits, or at all.
Furthermore, there can be no assurance that the mineral deposits in the PETS Operation
Production Mining Business License and GSM Contract of Work areas within the Pani Block
can be commercially mined. Exploration and development activities for mineral deposits
involve a high degree of financial risk over a significant period of time, which a combination
of careful evaluation, management experience, and knowledge may not eliminate. Although
the discovery of additional ore-bearing deposits may result in substantial rewards, only a
limited number of explored areas are ultimately developed into producing mines. Major
expenses may be required to establish reserves by drilling and to construct mining and
processing facilities at a particular location. There can be no assurance that the MGR Group’s
current exploration programs will result in profitable commercial mining operations. The
profitability of the MGR Group’s operations will, in part, be related to the costs and success
of its exploration and development programs, which may be affected by several factors.
Additional expenditures are required to establish reserves sufficient to commercially mine and
to construct, complete, and install mining and processing facilities within the areas that are
mined and developed.
Furthermore, once mineral deposits are discovered, it can take a number of years from the
initial phases of drilling until production is possible, during which time the economic
feasibility of production may change. Substantial time and expenditure are required to:
• establish Mineral Resources through drilling;
• determine appropriate mining and metallurgical processes to optimize recovery of
metal content in ore;
• obtain environmental and other licenses;
• construct mining, processing facilities and infrastructure required for the greenfield
project; and
• obtain the ore or extract the minerals from the ore.
If a project proves not to be economically feasible by the time we are able to exploit it, the
MGR Group may incur substantial write-offs. Further more, potential changes or
complications related to metallurgical and other technological processes arising during the
life of a project may result in cost overruns, which may render the project not economically
feasible.
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Exploration project items, such as any future estimates of reserves, metal recoveries, or cash
operating costs will, also, to a large extent, be based on the interpretation of geologic data
obtained from numerous drill holes and other sampling techniques, as well as future feasibility
studies. Actual operating costs and economic returns of all exploration projects may differ
materially from the estimated costs and returns, and accordingly our financial condition,
results of operations and cash flows may be negatively affected.
The mining industry is capital-intensive, and we will require additional capital to meet our future
capital needs, which may adversely affect our financial position and result in additional dilution
to HDR Holders and Shareholders. We may be unable to obtain adequate financing, on terms
acceptable to us or at all, to fund the development and business expansion plans of the Pani
Block.
The mining industry is capital-intensive, and the MGR Group requires significant capital
expenditures to maintain the mining process, processing facilities, and other facilities and
equipment at the Pani Block. Substantial capital is also necessary to expand or develop
existing facilities and Ore Reserves, as well as to explore for additional Mineral Resources in
the Pani Block.
The MGR Group has relied on a mixture of equity capital and debt financing to fund the
exploration and development activities of the Pani Block in the past. Going forward, the
MGR Group expects to use a combination of cash generated from the operations of the Pani
Gold Mine and bank loan facilities to meet its business growth objectives, including the
further development of the exploration, mining, and processing operations of the Pani Block.
However, there can be no assurance that funding from these sources will be available on a
timely basis or in amounts sufficient to fully implement the MGR Group’s expansion plans,
particularly in the current uncertain global financial environment. Macroeconomic
uncertainty, changes in financial institution regulations, constrained liquidity in capital
markets, limited financing alternatives, or disruptions at certain financial institutions may
adversely affect the MGR Group’s access to external financing. If the MGR Group obtains
equity funding, it may be on terms that are highly dilutive or otherwise adverse to the
Company’s HDR Holders and Shareholders.
Therefore, although the MGR Group currently has access to several sources of funding, the
failure to obtain additional funding or to do so on commercially acceptable terms when
needed could have a material adverse effect on the MGR Group’s business, financial
condition, results of operations and prospects.
Our substantial level of indebtedness could impair our ability to raise additional capital to
develop the Pani Block, fund our operations and prevent us from meeting our obligations under
our indebtedness, which could adversely affect our financial condition.
As at 30 April 2026, the MGR Group’s outstanding bank loans in United States Dollars were
US$344.4 million. As the Pani Gold Mine progresses, the MGR Group plans to obtain
additional borrowings from time to time to finance working capital, capital expenditures,
investments or acquisitions, or for other purposes of the Pani Block.
If the MGR Group incurs additional debt, the risks associated with high level of leverage may
increase. In particular, the MGR Group’s high level of indebtedness could:
• make it difficult for the MGR Group to fulfil its debt service obligations;
• require a substantial portion of the MGR Group’s cash flows to be applied toward
principal and interest payments, thereby reducing funds available for working capital,
capital expenditures, acquisitions and other general corporate purposes;
• limit the MGR Group’s ability to obtain additional financing on acceptable terms, or at
all;
• increase the MGR Group’s vulnerability to adverse economic, industry or market
conditions in general;
• expose the MGR Group to increased interest rate risk, particularly in respect of
borrowings with floating interest rates;
• reduce the flexibility of the MGR Group in planning and responding to changes in the
industries in which the MGR Group operates;
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• place the MGR Group at a competitive disadvantage relative to less leveraged
competitors; and
• increase the MGR Group’s overall borrowing costs.
Any of the foregoing factors could have a material adverse effect on the business, financial
condition and results of operations of the MGR Group and the ability of the MGR Group to
meet its payment obligations under its indebtedness, and prices of the Company’s Shares
and/or HDRs.
Furthermore, the Company may be required to grant security of its shares in certain
subsidiaries, plant, equipment and buildings based on existing or future facilities. Such
security arrangements and the restrictive covenants contained in debt agreements may limit
the operational and financial flexibility of the MGR Group. A breach of these covenants or
restrictions could result in events of defaults, which may materially and adversely affect the
business, financial condition and results of operations of the MGR Group.
We are subject to fluctuations in interest rates.
Interest rate fluctuations are beyond the control of the MGR Group. The MGR Group may
not be able to hedge its interest rate exposures on commercially reasonable terms, or at all.
Increases in prevailing interest rates could significantly result in higher financing costs,
particularly in respect of borrowings with floating interest rates, and may increase the cost of
future debt financing. On 31 December 2025, if interest rate on borrowing had been 10 basis
points higher/lower with all other variables held constant, loss for the year would have been
higher/lower US$0.3 million (31 December 2024 and 2023: US$0.2 million and US$0.1
million). Any sustained rise in interest rates could materially and adversely affect the MGR
Group’s business, financial condition, results of operations and prospects.
Our gold resources may not ultimately be extracted at a profit.
Despite identifying substantial gold resources, the economic feasibility of extracting our gold
resources is uncertain due to several factors. Fluctuating gold prices can impact revenue
projections, while high extraction costs and technical challenges in mining operations may
hinder profitability.
Additionally, unforeseen environmental or regulatory changes could increase operational
expenses or restrict access to resources, further complicating extraction efforts. The
complexity of developing appropriate metallurgical processes and constructing economically
viable mining facilities adds to the uncertainty. If the costs associated with extraction exceed
the market value of the gold, or if operational challenges prevent efficient mining, we may
incur financial losses, which could adversely affect our business, financial condition, results of
operations and prospects.
Certain facts, forecasts and other statistics in this Prospectus obtained from government official
data have not been independently verified and may not be reliable.
Certain facts, forecasts and other statistics in this Prospectus, including as to global gold
mineral reserves by country, reserves and resources of various mines and their life of mine,
mine type data and royalty rates, are derived from government official data. However, our
Directors and Commissioners cannot guarantee the reliability of the government official data.
We believe that the sources of the government official data are appropriate and have taken
reasonable care in extracting and presenting the government official data. We have no reason
to believe the government official data is false or misleading or that any fact has been omitted
that would render the government official data false or misleading. Nevertheless, the
government official data has not been independently verified by us, the Joint Sponsors, or any
of their respective affiliates or advisors and, therefore, we make no representation as to the
accuracy of the government official data. In all cases, our investors should consider carefully
how much weight or importance should be attached to or placed on the government official
data.
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We may fail to maintain our projected financial performance, particularly with respect to our
AISC.
In the mining industry, operations such as enhanced exploration and the initiation of mining
activities, along with fluctuations in labour and raw material costs, and the growing stringency
of environmental regulations, may increase our costs, including both capital cost and
operating costs. For details, please see the Competent Person’s Report in Appendix III to this
Prospectus. There can be no assurance that we will be able to sustain our projected AISC. Our
AISC performance is not indicative of future results, and the inherent risks associated with
cost management in our industry could materially affect our financial outlook. Factors
beyond our control, such as fluctuations in commodity prices, changes in production costs,
and unforeseen operational disruptions, may lead to an increase in our cost structure. Any
such increase could adversely affect our financial results and market position, potentially
diminishing our comparative advantage in the industry.
We may not be able to maintain adequate, uninterrupted, timely and specification-compliant
supplies of utilities, materials, equipment and service at commercially acceptable prices, or at
all.
Electricity and water are the main utilities used in our operations. Electricity is used for most
of our business and safety-critical operations, including cooling, hoisting and dewatering. We
obtain electricity from various sources, including, without limitation, local state grid, licensed
state-owned electricity enterprises, local gas-fired power plants and local state electricity
power grid. Any power outage, disruption or shortage in power supply available to our
operations could therefore have a material adverse impact on our production and employee
safety. There may be incidents of power cuts at the Pani Block. There can be no assurance that
our production will not be reduced as a result of the power outages. As an open pit mine, the
Pani Gold Mine relies on electricity for key operations, including water pumping and
ventilation. Any interruption of electricity supply will materially and adversely affect our
production and safety by disrupting operations, including water pumping and ventilation. In
addition, we may be subject to penalties if our consumption of electricity exceeds the
permissible maximum demand pursuant to electricity supply agreements. Our water supplies
are sourced from underground water sources and local water companies. As of the Latest
Practicable Date, the water permit for the Pani Block was valid. There can be no assurance
that we will be granted extension to our water permits should they expire, and if not, we will
not be able to continue to access the relevant water resources. There can be no assurance that
there will be no interruption in electricity or water. In addition, shortage of critical parts and
equipment may adversely affect our operations and development projects. In the event that
our existing suppliers cease to supply us with electricity, water, materials or equipment at
commercially acceptable prices or at all, our operations will be interrupted, and our business,
financial condition, results of operations and prospects will be materially and adversely
affected.
We regularly monitor the fluctuations in market prices for the materials used in our
operations. However, there can be no assurance that such supplies will not be interrupted or
that their prices will not increase in the future. Additionally, if the materials, equipment and
services provided by our suppliers do not meet our requirements or specifications, it may lead
to production disruptions, safety incidents, legal disputes and financial losses. Any of the
foregoing could impact existing profit margins and have a material adverse effect on our
business, financial condition, results of operations and prospects.
The physical impacts of climate change and relevant regulations may adversely affect our mining
operations, workforce and supply chain.
Our operations, workforce and supply chain may be exposed to a number of physical risks
posed by climate change, such as changes in rainfall rates or patterns, rising sea levels, reduced
water availability, higher temperatures and more frequent extreme weather events. Such
impacts are highly uncertain and would vary by operation based on particular geographic
circumstances. As a result, we may face increased operational costs associated with, for
example, power and supply chain disruption, delays and increased pricing. In addition, the
potential for overall decreases in precipitation could affect the availability of water needed for
our operations, leading to increased operating costs, or in extreme cases, disruptions to
mining operations. Such events or conditions, including, for example, flooding or inadequate
water supplies, could disrupt mining and transport operations, mineral processing and
rehabilitation efforts, create resource or energy shortages or damage our property or
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equipment and increase health and safety risks on site. Such events or conditions could have
other adverse effects on our workforce and on the communities around our mines, such as an
increased risk of food insecurity, water scarcity and prevalence of disease, all of which could
have a material adverse effect on our results of operations and financial condition. Each of
these potential physical impacts of climate change could disrupt our operations and have a
materially adverse effect on our business, financial condition, results of operations and
prospects.
Our operations may also be affected by climate change regulations. Greenhouse gases are
emitted by our operations as a result of fuel and energy consumption. While our operations
are not presently subject to specific regulatory measures to address or limit greenhouse gas
emissions, Indonesia may be bound by international or local climate change treaties. As
regulatory requirements in respect of climate change evolve, compliance may require
additional costs and involve other unexpected effects, which could have a material adverse
effect on our business, financial condition, results of operations and prospects. As producing
gold is an energy-intensive business, transitioning to a lower-carbon economy will require
significant investment and may entail extensive policy, legal, technology, and market changes
to address mitigation and adaptation requirements related to climate change.
As we just began commercial production, our revenue is dependent on a limited number of
domestic customers in Indonesia, and any failure to diversify our domestic customer base could
adversely affect our business, profit, financial condition, results of operations and prospects.
We began producing gold in February 2026, completed our first sale of gold in March 2026,
and had only one gold customer as of the Latest Practicable Date. In February 2026, we
agreed to sell refined gold granules domestically to PT Aneka Tambang (Persero) Tbk
(“ANTAM ”), an Independent Third Party, in a total transaction volume of up to 3 metric
tonnes (up to 100,000 ounces) over a two year period. Sales under this agreement will
represent a substantial proportion of our revenue. Going forward we expect to derive, and
believe that we will continue to derive, a significant portion of our revenue from a limited
number of domestic customers.
Although we will seek to build commercial relationships with new domestic customers, given
the limited number of domestic gold buyers in Indonesia currently, including state-owned
enterprises, private refiners, and large-scale jewelry manufacturing companies, there can be no
assurance that we will be able to diversify our domestic customer base, or find new domestic
customers to buy our gold products if our current customers do not renew their agreements. If
we fail to identify enough domestic customers to buy the volumes of gold products we
produce, we may need to resort to selling our gold products internationally, and such
international sales would be subject to export duties. For details, see “Financial Information
— Significant Factors Affecting our Financial Condition and Results of Operations —
Changes in government policies and laws — Export duties and regulation”. The more gold
products we sell internationally, incurring export duties, the more our business, profit,
financial condition, results of operations and prospects will be adversely affected.
We have had net operating cash outflows and net current liabilities during the Track Record
Period and we may experience them again in the future, which may materially and adversely
affect our business, liquidity, financial condition, results of operations and prospects.
We had net cash flows used in operating activities of US$16.5 million, US$6.3 million and
US$21.7 million in 2023, 2024 and 2025, respectively. If we are unable to generate sufficient
cash from operating activities in the future, our business, liquidity, financial condition, results
of operations and prospects may be adversely affected. We also had net current liabilities
(current liabilities less current assets) of US$9.3 million and US$6.5 million as at 31
December 2023 and 2025, respectively. We may continue to have net current liabilities in the
future as we continue to ramp up and expand our mining operations, in which case we may
face a shortfall of working capital. Having net current liabilities could constrain our
operational flexibility and affect our ability to expand our business. We expect to continue to
rely upon a combination of cash retained from operations as well as the financing methods we
have historically used to fund our expansion. If we do not generate sufficient cash flow from
our operations to meet our present and future financial needs, we may need to seek additional
funding through new loans and/or credit facilities or financing through the capital markets. If
adequate funds are not available, whether on satisfactory terms or at all, we may be forced to
delay or abandon our development and expansion plans, and our business, financial condition
and results of operations may be materially and adversely affected. We may record net current
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liabilities in the future if we fail to maintain current assets at a level that exceeds current
liabilities. If we have significant net current liabilities for an extended period of time, our
working capital for purposes of our operations may be subject to constraints, which may
materially and adversely affect our business, liquidity, financial condition, results of
operations and prospects.
We could experience impairment losses on the carrying value of our mining properties due to
material decreases in amounts of our Mineral Resources and Ore Reserves, which may materially
and adversely affect our business, financial condition, results of operations and prospects.
As of 31 December 2025, we carried on our balance sheet US$305.6 million of mining
properties. However, mining properties can become impaired. We are required to test mining
properties for impairment if events occur or circumstances change that indicate possible
impairment. Fair value estimates involved in impairment testing require a significant amount
of difficult judgment and assumptions. If, for example, if the market price for gold were to
experience a substantial and prolonged decline below a certain threshold, assuming no change
in our various costs and expenses, amounts of our Mineral Resources and Ore Reserves may
materially decrease because it may no longer be commercially feasible to mine them. We would
then be required to test the carrying value of our mining properties for impairment, and we
may experience impairment losses. Any such impairment loss we experience could have a
material and adverse effect on our business, financial condition, results of operations and
prospects.
We may be unable to meet our estimated gold production volume.
Our production estimates are based on, among other things, Ore Reserves estimates, gold
recovery rate, and the assumptions regarding ground conditions and physical characteristics
of Ore Reserves, our mining schedule, utilization of production facilities, costs of production,
conditions of the industry, political stability and the general economy. There are uncertainties
in our ability to develop sufficient mining flexibility to achieve our mining schedule. Our Ore
Reserves estimates are based on assumed gold price of US$2,300 per ounce as at 31 December
2025 for the Pani Gold Mine, and as a result, our reserve estimates, production schedule,
operation and actual production may be adversely affected if the actual gold price falls
significantly below these gold price assumptions. According to the Competent Person Report,
in a hypothetical situation, assuming the current project design, the life of mine schedule and
all operational factors remain constant, if the gold price decreases by a certain percentage,
our projected operations may be considered uneconomic. As a result, our production volume
might be affected accordingly. Actual production may vary from estimates for a variety of
reasons, including risks and hazards of the types discussed elsewhere in this Prospectus,
including but not limited to:
• actual gold ore mined varying from estimates in grade, tonnage, and metallurgical and
other characteristics;
• encountering unusual or unexpected geological conditions;
• mining dilution;
• actual gold recovery rate in formal production lower than estimates during the testing;
• restrictions imposed by government authorities;
• industrial accidents;
• equipment failures;
• natural phenomena such as weather conditions, floods, rockslides and earthquakes;
• changes in the costs of utilities;
• decreases in gold price which may cause Mineral Reserves that are currently economic
to become uneconomic;
• labour unrest, strikes, labour turnover;
• interference from local communities and competitors;
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• socio-economic impact; and
• shortages of supplies needed for operation.
Such occurrences could result in damage to mineral properties, interruptions in production,
injury or death to persons, damage to our property or the property of others, monetary losses
and legal liabilities. These factors may cause a mineral deposit that has been mined profitably
in the past to become unprofitable. New mining operations frequently experience unexpected
issues during the initial development phase. Delays can often occur in the commencement of
production. Estimates of production from properties not yet in production or from operations
that are to be expanded are based on similar factors (including, in some instances, the CPR or
other feasibility studies prepared by our personnel and/or outside consultants), but it is
possible that actual facilities utilization, gold recovery rate, cash operating costs and
economic returns will differ significantly from those currently estimated. There can be no
assurance that we will achieve our production estimates. Our inability to achieve our
production estimates could have a material and adverse effect on our business, financial
condition, results of operations and prospects.
We are subject to risks relating to the transport of our inventory.
We have a transportation fleet that is responsible for transporting gold doré, and transporting
gold products. We also engage third-party logistics service providers to deliver products to
certain customers. Our work-in-progress and finished products are valuable items, and we are
subject to risk of delay, damage or loss of such items, which may occur for reasons beyond our
control, including labour disputes or strikes, acts of war or terrorism and natural disasters.
There can be no assurance that such incidents, including safety accidents or losses during
transit, will not occur. In addition, we have limited control over third-party logistics service
providers. Any delay, damage or loss of our work-in-progress or finished products during
transportation may have a material adverse effect on our business, financial condition, results
of operations and prospects.
We rely on information technology and communications systems, the failure of which may
significantly and adversely impact our operations and business.
We rely on our infor mation technology and communications systems, such as our
transportation monitoring system, toxic gas monitoring system, personnel locating system,
and financial reporting system. These systems are vital to the safe, efficient and continuous
operations of the Pani Block. Our information technology and communications systems could
be exposed to, among other things, damage or interruption from telecommunications failure,
unauthorized entry and malicious computer code, fire, natural disaster, power loss, industrial
action, hardware and software failures and human error. While we maintain backup systems
in place, the occurrence of any of the above may also disrupt our information technology and
communications systems and may lead to important data (including geophysical and
geological data) being irretrievably lost or damaged. Such damage or interruption may
adversely affect our business, financial condition, results of operations and prospects.
We are exposed to credit risk in relation to defaults from counterparties.
During the Track Record Period, we had trade and other receivables primarily relating to our
loan to related parties and, to a lesser extent, prepaid taxes. As at 31 December 2023, 2024 and
2025, our trade and other receivables amounted to US$60.2 million, US$19.7 million and
US$36.5 million, and our trade receivables turnover days were 56.3 days, 44.8 days and 12.4
days, respectively. There can be no assurance that our counterparties will remain creditworthy
or will not default on their obligations to us in the future, notwithstanding our credit
assessment procedures. In addition, there is limited financial or publicly available information
on many of our counterparties, which may constrain our ability to assess their
creditworthiness. If any of our counterparties fail to fulfil their contractual obligations to us,
we may incur losses, which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
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We are exposed to risks associated with higher inventory levels and lower inventory utilization
prior to the stabilization and normalization of our commercial operations.
The Group had high inventory turnover days during the Track Record Period. Our inventory
turnover days were 141.2 days, 183.0 days and 3,602.1 days in 2023, 2024 and 2025,
respectively. Historically the Group maintained inventories primarily to support construction
activities, commissioning and operational readiness ahead of the commencement of
production in March 2026. As a result, inventory movements and consumption levels during
the Track Record Period do not reflect normal operating conditions.
The Group’s inventory turnover days may continue to fluctuate until commercial production
stabilizes and normalizes. If increases in production are delayed or inventory consumption
differs from management’s expectations, the Group may face risks associated with excess
inventory levels, additional storage and handling costs, or inventory obsolescence, which
could adversely affect our business, financial condition, results of operations and prospects.
We are a holding company and rely on dividend payments from our subsidiaries.
The Company is a holding company incorporated in Indonesia and operates its core business
through its subsidiaries. Therefore, the Company’s availability of funds to pay dividends to
Shareholders and repay its indebtedness depends on dividends received from its subsidiaries.
If the Company’s subsidiaries incur debt or losses, their ability to pay dividends or other
payments to the Company may be impaired. Consequently, the Company’s ability to pay
dividends and repay its indebtedness will be restricted. Furthermore, Indonesian laws require
that a company may declare dividends in any year only if it has set aside a portion of its
profits for statutory reserve funds and has a positive retained earnings balance, which may
differ in many aspects from generally accepted accounting principles in other jurisdictions.
In addition, restrictive covenants in bank credit facilities or other agreements that the
Company or its subsidiaries may enter into in the future may also restrict its subsidiaries’s
ability to provide capital or declare dividends to the Company and its ability to receive such
payments. The Company may also enter into similar financing agreements in the future that
may further limit the Company’s ability to pay dividends, and the Company may incur costs or
liabilities that would reduce or eliminate the cash available for dividend distribution.
Therefore, these restrictions on the availability and usage of the Company’s principal source
of funding may impact the Company’s ability to pay dividends to its Shareholders and service
its indebtedness.
RISKS RELATED TO DOING BUSINESS IN INDONESIA
Political and social instability in Indonesia may materially and adversely affect us.
Indonesia continues to face various socio political challenges and, from time to time, has
experienced political instability and social or civil unrest. These developments reflect the
evolving and, at times, unpredictable nature of Indonesia’s political landscape. Indonesia has
a multi party political system, and no single political party has achieved a dominant or
outright majority in national elections. As a result, coalition governments are the norm, which
may give rise to policy uncertainty and shifts in political priorities.
Following the collapse of President Soeharto’s regime in 1998, Indonesia embarked on
significant democratic reforms and successfully conducted its first free parliamentary and
presidential elections in 1999. Since then, Indonesia has held regular direct elections for the
President, Vice President and members of the national legislature in 2004, 2009, 2014, 2019
and most recently in 2024. While recent elections, including the 2019 and 2024 general
elections, were conducted largely peacefully and resulted in orderly transfers of power,
heightened political activity surrounding elections continues to present the potential for
political and social uncertainty.
Indonesia has also experienced periodic demonstrations and public protests in Jakarta and
other major cities in response to a range of political, economic and social issues, including
fuel price adjustments, subsidy policies, labour matters, corruption related concerns,
decentralisation and governance issues. Although many such demonstrations have been
peaceful, some have escalated into localized unrest and violence. Political and social
developments in Indonesia have therefore, at times, been difficult to predict.
Any recurrence or escalation of political instability or social unrest could adversely affect
investor confidence and the broader Indonesian economy, which in turn could have an adverse
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effect on our business, financial condition, results of operations and prospects. There can be
no assurance that social or civil disturbances will not occur in the future, nor that any such
events will not, directly or indirectly, have a material adverse impact on our operations.
Fluctuations in the value of the Rupiah could have a material adverse impact on our business
activities, financial condition, results of operations and prospects.
The Rupiah has experienced and will continue to experience significant volatility. The Rupiah
exchange rate against the U.S. dollar (based on Bank Indonesia’s middle rate) was Rp15,416 =
US$1.00 as of 31 December 2023, Rp16,162 = US$1.00 as of 31 December 2024, and
Rp16,782 = US$1.00 as of 31 December 2025.
While the Company’s reporting currency is currently U.S. dollars, the Group has subsidiaries
using U.S. dollar and Rupiah as their functional currencies. Accordingly the MGR Group has
exchange rate risk exposures arising mainly from changes in U.S. dollar exchange rates that
result in changes in the value of liabilities denominated in foreign currency, and partly from
purchases and transactions by the Group’s subsidiaries in currencies other than their
functional currencies. The MGR Group’s current policy is not to hedge foreign exchange risk.
A prolonged or significant appreciation in the value of the Rupiah could have a material
adverse effect on the MGR Group’s business, financial condition, results of operations and
prospects.
The Rupiah is generally freely convertible and transferable (except for banks in Indonesia
which cannot transfer Rupiah to persons outside Indonesia and cannot conduct certain
transactions other than with residents). However, from time to time, Bank Indonesia
intervenes in the foreign exchange market in furtherance of its policies, either by selling
Rupiah or using its foreign exchange reserves to purchase Rupiah. The MGR Group cannot
guarantee that the Rupiah will not experience continued depreciation and volatility, that Bank
Indonesia’s current floating exchange rate policy will not be changed, that additional
depreciation of the Rupiah against other currencies, including the U.S. dollar, will not occur,
or that the Government of Indonesia will take additional actions to stabilize, maintain, or
increase the value of the Rupiah, or that any of these actions, if taken, will be successful.
Modifications to the current floating exchange rate policy could result in significantly higher
domestic interest rates, reduced liquidity, capital or foreign exchange controls, or the
withholding of additional financial assistance by multinational lenders. This could result in
reduced economic activity, economic recession, loan defaults, or decreased interest from the
MGR Group’s customers. As a result, the MGR Group may also face difficulties in funding
capital expenditures and implementing the MGR Group’s strategy. The occurrence of any of
the foregoing could have a material adverse effect on the MGR Group’s business, financial
condition, results of operations, and prospects.
Indonesia is located in an earthquake zone and is at significant risk of geological and other
natural disasters that can cause property damage, loss of life, social unrest and economic losses.
The Indonesian archipelago is one of the most volcanically active regions in the world.
Because Indonesia is located at the confluence of three major lithospheric plates, it is prone to
significant seismic activity that can cause volcanic eruptions, earthquakes, tsunamis, and tidal
waves. Historically, Indonesia has experienced a number of natural disasters, including heavy
rains, floods, and major earthquakes throughout Indonesia that have triggered tsunamis and
volcanic activity. These disasters have resulted in loss of life, the displacement of large
numbers of people, and widespread property damage. The occurrence of any of the foregoing
could have a material adverse effect on the MGR Group’s business, financial condition,
results of operations, and prospects.
Changes in the regional or global economy could have a material adverse impact on the
Indonesian economy and the MGR Group’s business activities.
The MGR Group’s business activities are subject to fluctuations in global markets and general
economic conditions in Indonesia, Asia, and the global economy. Any global or regional
financial instability could adversely affect the Indonesian economy, which could have a
material adverse effect on the MGR Group’s business, financial condition, results of
operations, and prospects.
The Indonesian stock market crashed in early 2020 due to the COVID-19 pandemic, and the
global financial market’s reaction to it also affected the performance of Indonesia’s financial
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markets. Adverse financial developments were characterized by, among other things, a lack of
credit availability, a decline in foreign direct investment, the failure of global financial
institutions, a decline in global stock markets, a slowdown in global economic growth, and a
decline in demand for certain commodities. Furthermore, despite growth in the global
economy, the decline in China’s economy and the decline in global commodity prices have
created additional economic uncertainty worldwide. These negative economic developments
have had a detrimental impact on both developed and developing countries, including
Indonesia and other Association of Southeast Asian Nations (“ ASEAN ”) countries.
Indonesia and other ASEAN countries, along with emerging market countries globally, have
been negatively impacted by unprecedented financial and economic conditions in developed
economies. Although the government has taken various steps to improve these conditions,
with the aim of maintaining economic stability and public confidence in the Indonesian
economy, the continuation of these unprecedented conditions could have a detrimental
impact on economic growth, the government’s fiscal position, the Rupiah exchange rate, and
other aspects of the Indonesian economy.
There can be no assurance that the Indonesian economy will continue to improve. In
particular, any changes in the regional or global economic climate that result in a loss of
investor confidence in the financial systems of emerging markets and other markets, or other
factors, could lead to increased volatility in Indonesia’s financial markets, hinder or reverse
Indonesian economic growth, or lead to a prolonged economic crisis or recession in
Indonesia. Any increased volatility, slower or negative growth in the global economy,
including the Indonesian economy, could have a material adverse effect on the MGR Group’s
business, financial condition, results of operations and prospects.
Changes in tax policy could have an adverse effect on our business, financial condition, results of
operations and prospects.
Indonesia is a large and diverse nation, encompassing many ethnicities, languages, traditions,
and customs. Before 1999, the government controlled almost all aspects of national and
regional governance. The period following the end of for mer President Suharto’s
administration was marked by widespread demands for greater regional autonomy. In
response to these demands, in 1999, the House of Representatives (DPR) passed Law No. 22
of 1999 on Regional Government (“ Law No. 22/1999 ”) and Law No. 25 of 1999 on Fiscal
Balance between the Central Government and Regional Governments (“ Law No. 25/1999 ”).
Law No. 22/1999 has been repealed and replaced several times, most recently by Law No. 23 of
2014 on Regional Government, first amended by Government Regulation in Lieu of Law No.
2 of 2014, then by Law No. 2 of 2015, and Law No. 9 of 2015 and most recently amended by
the Job Creation Government Regulation in Lieu of Law (Perpu). Law No. 23/2014 has also
been partially revoked by Government Regulation in Lieu of Law No. 1 of 2020 and Law No.
1 of 2022 on Financial Relations between the Central Government and Regional
Governments (“ No. 1/2022 ”).
Meanwhile, Law No. 25/1999 has been revoked and replaced with Law No. 1/2022. Under this
regional autonomy law, regional autonomy is expected to grant regions greater authority and
responsibility over the use of “national assets” and to create a balanced and equitable
financial relationship between the central and regional governments.
Regional autonomy laws and regulations have changed the regulatory environment for
businesses in Indonesia by decentralizing certain regulatory, taxation and other powers from
the central government to regional governments, and this has the potential to create
uncertainty.
This uncertainty arises, among other things, from the lack of implementing regulations for
regional autonomy areas and the shortage of government personnel with relevant sector
experience at some levels of local government. Furthermore, there is limited precedent or
other guidance on the interpretation and implementation of regional autonomy laws and
regulations. Under regional autonomy laws, local governments are authorized to adopt their
own regulations, which may differ from restrictions, taxes, and levies imposed by other local
governments or is in addition to restrictions, taxes and levies set by the central government.
The MGR Group’s business activities and operations are located in Indonesia and may be
negatively affected by conflicting or additional restrictions, taxes and levies that may be
imposed by applicable local governments.
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Terrorist attacks, terrorist activities and certain destabilizing events have caused substantial and
ongoing economic and social volatility in Indonesia, which could have a material adverse effect
on the MGR Group’s business activities.
Historically, there have been several bombings in Indonesia, targeting government and foreign
government buildings, as well as public and commercial buildings.
In May 2005, a bombing in Central Sulawesi killed at least 21 people and injured at least 60. In
October 2005, a bombing in Bali killed at least 23 people and injured at least 101 others. In
July 2009, two separate bombings occurred in Jakarta, killing at least nine people and injuring
50 others. In January 2016, two suicide bombers and two gunmen exchanged fire with police
before bombing a police post and a cafe in Central Jakarta, killing at least four people and
injuring more than 20. Officials from the Indonesian, Australian, and United States
governments have indicated that these bombings may be linked to international terrorist
organizations. In May 2017, two suicide bombers attacked a bus terminal in Jakarta, killing
three people and injuring ten others. In May 2018, terrorist bombings at three churches in
Surabaya resulted in the deaths of more than 10 people and injuring more than 40. In March
2021, a suicide bomber attacked a church in Makassar, South Sulawesi. The bomber attacked
the church on Palm Sunday. In response to the terrorist attack, the Indonesian government
has instituted certain security improvements and implemented certain legal reforms in an
effort to implement better counter-terrorism measures, and several suspected key terrorist
figures have been arrested and prosecuted. There can be no assurance that further terrorist
acts will not occur in the future.
These terrorist acts could cause destabilization, which could have an adverse impact on
investor confidence in Indonesia and the Indonesian economy, and potentially on the MGR
Group’s business activities. Any terrorist attack, including an attack that causes damage to the
MGR Group’s infrastructure or to the MGR Group’s suppliers and customers, could have a
material and adverse impact on the international financial markets and the Indonesian
economy. There can be no assurance that the MGR Group’s properties will not be the target of
terrorist attacks, acts of violence, and political developments, all of which could have a
material and adverse impact on the MGR Group’s business, financial condition, results of
operations, and prospects.
Indonesia may be reclassified from MSCI Emerging Market to MSCI Frontier Market status,
which could indirectly materially and adversely affect the price of the Company’s Shares on the
IDX and the price of the HDRs on the Stock Exchange.
Indonesia is currently classified as an “Emerging Market” under the market classification
framework maintained by MSCI. In January 2026, MSCI highlighted fundamental
investability issues in the Indonesian market, citing ongoing opacity in shareholding
structures that, among others, left concert-party relationships among insiders undisclosed,
and signified that the actual, true free float of shares investable by the public were materially
lower than officially reported figures, as well as concerns about coordinated trading behavior
that undermines proper price formation. MSCI concurrently imposed an interim freeze on
certain index-related changes for Indonesian securities. MSCI warned that it could reduce
Indonesia’s weighting in the MSCI Emerging Markets Indexes or reclassify Indonesia from
Emerging Market to Frontier Market status. Although MSCI has acknowledged certain
transparency reforms by the Indonesian authorities, it has maintained the interim restrictions
and indicated that further assessment will follow as part of its Market Accessibility Review
scheduled for June 2026. The outcome of MSCI’s ongoing review remains uncertain.
Any reclassification of Indonesia from Emerging Market to Frontier Market status, or any
reduction in the weighting of Indonesian securities in the MSCI Emerging Markets Indices,
could indirectly have a material adverse effect on the trading price and liquidity of the
Company’s Shares on the IDX and the price of the HDRs on the Stock Exchange. Such
reclassification or weighting reduction could indirectly result in significant selling pressure on
the securities of Indonesian companies, including the Shares and HDRs, as passive
index-tracking funds and active fund managers benchmarked to the MSCI Emerging Markets
Index would be required or expected to reduce or eliminate their holdings.
In addition, certain institutional investors, including pension funds, sovereign wealth funds,
insurance companies, and asset managers, may be subject to investment mandates or internal
policies that restrict or prohibit investment in securities listed in markets not classified as an
MSCI Emerging Market or higher, and index-tracking funds designed to replicate the MSCI
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Emerging Markets Index would be required to divest securities removed from such index.
Even while Indonesia retains its current Emerging Market classification, the ongoing
uncertainty and interim restrictions may continue to weigh on investor sentiment and deter
certain investors from acquiring or maintaining positions in securities of Indonesian
companies, including the Company’s Shares and HDRs. The outcome of MSCI’s ongoing
review is subject to uncertainties, and there can be no assurance that Indonesia will maintain
its current Emerging Market classification.
Any downgrade of Indonesia’s credit rating or that of Indonesian companies could have a
detrimental impact on us.
In 1997, several internationally recognized statistical rating organizations, including Moody’s,
Standard & Poor’s, and Fitch Ratings (“ Fitch ”), downgraded Indonesia’s sovereign rating and
the credit ratings of various Indonesian Government credit instruments and the credit ratings
of a large number of banks and other companies in Indonesia. As of the date of this
Prospectus, Indonesia’s long-term sovereign debt in foreign currencies is rated (i) “Baa2” with
a negative outlook by Moody’s; (ii) “BBB” with a stable outlook by Standard & Poor’s; and
(iii) “BBB” with a negative outlook by Fitch. These ratings reflect an assessment of the
government’s overall financial capacity to pay its obligations and its ability or willingness to
meet its financial commitments as they fall due.
There can be no assurance that Moody’s, Standard & Poor’s, Fitch, or any other statistical
rating organization will not downgrade, or further downgrade, the credit ratings of Indonesia
or Indonesian companies. In particular, the credit ratings of Indonesia or Indonesian
companies, including the MGR Group, could be further downgraded. Any future downgrade
or default could adversely affect liquidity in Indonesia’s financial markets and affect the
ability of the Government of Indonesia and Indonesian companies, including the MGR
Group, to obtain additional financing, the interest rates and other commercial terms on which
such additional financing is currently available, and could have a material adverse effect on
the MGR Group’s business, financial condition, cash flows, results of operations and
prospects.
Regulations in Indonesia may impact the ability of non-bank companies like ours to obtain
financing.
Bank Indonesia issued Regulation No. 16/21/PBI/2014 dated 29 December 2014 on the
Implementation of Prudential Principles in the Management of Foreign Loans for Non-Bank
Corporations (as amended by Bank Indonesia Regulation No. 18/4/PBI/2016 dated 21 April
2016) and Circular Letter No. 16/24/DKEM dated 30 December 2014 on Prudential Principles
in the Management of Foreign Loans for Non-Bank Corporations (as last amended by
Circular Letter No. 18/6/DKEM dated 22 April 2016) (“ Prudential Principles Regulations ”),
which require companies in Indonesia that plan to obtain foreign loans to (i) at least hedge
(either in the form of forwards, swaps and/or options) their foreign debt; (ii) maintain a
minimum liquidity ratio; and (iii) have a minimum credit rating of “BB-” at both the corporate
and foreign debt levels provided by a rating agency recognized by Bank Indonesia. The hedge
ratio and liquidity ratio are calculated based on certain methods stipulated in the Prudential
Principles Regulations. These Prudential Principles Regulations are effective from 1 January
2015. The minimum credit rating requirements apply to foreign loans executed on or after 1
January 2016. Failure to comply with the Prudential Principles Regulations will be subject to
administrative sanctions in the form of a warning letter from Bank Indonesia to the debtor,
with a copy to the lender, the relevant ministry, the OJK and the IDX (in the case of a public
company). If the Company is unable to fulfil the requirements under the Prudential Principles
Regulations, there can be no assurance that the Company will be able to obtain funding in the
future and adequate short-term and long-term foreign financing which could have a material
adverse effect on the MGR Group’s business, financial condition, results of operations and
prospects.
Uncertainties with respect to the Indonesia legal system could affect our Group.
Our business and operations are governed by Indonesian laws and regulations. The
Indonesian legal system, which is based on civil law, may involve certain uncertainties that
could materially and adversely affect our business, financial condition, results of operations
and prospects. The Indonesian regulatory landscape continues to evolve, and variations may
occur between national and regional regulations. Unlike common law jurisdictions, the
Indonesian judiciary is not strictly bound by previous court decisions, which may result in
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variations in the interpretation and enforcement of laws, regulations, and contractual
provisions. Administrative practices may also differ across different jurisdictions. While we
aim to manage these risks effectively, such legal dynamics may from time to time result in
additional costs or operational challenges.
RISKS RELATED TO THE GLOBAL OFFERING
The risk associated with complying with two distinct regulatory regimes, including differing
disclosure requirements, corporate governance standards, and shareholder rights regulations.
Specifically, the divergence between IDX and Hong Kong Stock Exchange requirements could
result in non-compliance penalties, delisting risks, or increased administrative costs.
Failure to comply with disclosure, internal control, and financial reporting requirements, and
other risk management requirements associated with public companies may result in
regulatory sanctions, operational disruptions, and ability to comply with periodic reporting
obligations.
Following the completion of the Listing, the Company will be subject to the Listing Rules of
the Hong Kong Stock Exchange, on which the HDRs will be listed, in addition the reporting
requirements of the IDX, the stock exchange on which the Shares are listed, and the OJK. The
rules and regulations of the IDX and OJK require, among other things, the maintenance of
relevant procedures, disclosure controls, and internal controls over the periodic reporting of
financial and other material information to the OJK, the IDX, and investors. Following the
Global Offering, the Company will be required to comply with additional listing requirements
and implement new compliance practices, and the divergence between IDX and the Listing
Rules could result in the incurrence of substantial additional professional fees and internal
administrative costs to expand its legal, compliance, accounting and finance functions.
The Company may face additional challenges related to the implementation of effective
disclosure and internal controls. If the Company fails to comply with these regulatory
requirements, or fails to maintain appropriate and effective internal controls, this may result
in additional costs, loss of business, and failure to meet reporting obligations. Ineffective
disclosure could cause Shareholders and potential investors in our HDRs to lose confidence in
the Company’s financial information, which could negatively impact the trading price of the
Company’s Shares and/or HDRs.
Market and economic conditions can affect demand, prices for and liquidity of our Shares and/or
HDRs, which can fluctuate widely.
Movements in domestic and international stock markets, economic conditions, foreign
exchange rates, and interest rates may affect the market price and demand for the Company’s
Shares and/or HDRs. The Company’s Shares and dividends, if any, will be quoted and
announced in Rupiah, while the HDRs will be quoted in Hong Kong dollars. Fluctuations in
the Rupiah/Hong Kong dollar exchange rate against other currencies will affect, among other
things, the value of gains to be received by HDR Holders from the sale of HDRs denominated
in foreign currency and the value of dividends distributed in foreign currency. In addition,
foreign exchange regulations may be enacted that prevent or restrict the conversion of Rupiah
into other foreign currencies. Dividends may also be subject to income tax.
Prices of the Company’s Shares and/or HDRs may fluctuate widely, depending on several
factors, including:
• the difference between the realization of the Company’s financial performance and
operating results and the expectations of the shareholders, buyers and analysts;
• addition or departure of key personnel;
• involvement in legal cases;
• announcements by the Company regarding strategic alliances or joint ventures;
• acquisitions made by the Company or the Company’s competitors;
• announcements made by the Company or the Company’s competitors;
• changes in analyst recommendations or perceptions regarding the Company or
Indonesia;
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• changes in economic, political or market conditions in Indonesia in general;
• changes in the share prices of foreign companies (particularly Asian companies) as well
as companies in developing and emerging markets;
• market capitalization does not reflect an indication of the valuation of the Company’s
business activities;
• government regulations including regulations that impose restrictions on trading in
certain stocks, price movement restrictions and margin requirements;
• problems previously faced by the IDX continue or recur, including exchange closures,
broker violations, strikes and settlement delays;
• the level of market depth and liquidity for a stock, including the liquidity of the stock
compared to other stocks in the market at the time of the Global Offering;
• “short squeeze” trading activity, whether actual or suspected;
• fluctuations in stock market prices; and
• sales of Shares by the Company’s Controlling Shareholder.
The interests of our Controlling Shareholder and substantial shareholders may differ from the
interests of our minority Shareholders and HDR Holders.
MCG is the Company’s Controlling Shareholder. Consequently, MCG indirectly has, and will
continue to have, the power to influence the Company’s policies and business activities. MCG
may have business interests outside the Company’s operations and may take actions, whether
or not involving the Company, that favour or benefit MCG or other companies over the
Company, which could have a material adverse effect on the Company’s business, financial
condition, results of operations and prospects. From time to time, the Company has entered
into, and expects to continue to enter into, transactions with companies controlled by MCG
or its affiliates.
Our HDR price may be affected if additional Shares are issued by us or if there are substantial
future sales or perceived potential sales of our Shares in the public market.
Sales of a substantial number of the Company’s Shares in the public market, or the perception
that such sales may occur in the future, could adversely affect the market price of the
Company’s Shares or the Company’s ability to raise capital through a public offering of equity
or equity-backed securities. Sales of large blocks of the Company’s Shares by the Company’s
Shareholders in the future, sales of new Shares by the Company in the future, or the
perception that such sales may occur in the future, could cause the Company’s share price to
decline and make it more difficult for the Company to raise capital. In addition, the sale or
issuance of substantial numbers of Shares by the Company, or the market perception that
such issuance or sale may occur, could materially and adversely affect the prevailing market
price of the HDRs.
We may not declare and pay dividends in the future.
As of the date of this Prospectus, we have never declared nor paid any cash dividends on our
Shares. The Company’s ability to declare dividends on its Shares will depend on the
Company’s future financial performance, retained earnings, financial condition, cash flows
and working capital requirements, as well as capital expenditures, contractual commitments
and costs incurred in connection with the Company’s future business activities. In addition,
the Company may enter into financing arrangements in the future, which may limit its ability
to pay dividends, and the Company may incur costs or obligations that would reduce or
eliminate cash available for dividend distribution. Any of these factors could affect the
Company’s ability to pay dividends to its shareholders. There can be no assurance that the
Company will be able to pay dividends or that the Directors and Commissioners will
recommend, or that the Company’s Shareholders will approve, the distribution of such
dividends.
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The rights of HDR Holders may be limited and subject to restrictions.
The Company’s affairs and interests are governed by the Company’s Articles of Association,
laws governing companies incorporated in Indonesia, Indonesian capital market laws and
regulations, including but not limited to regulations issued by the IDX and OJK. The rights of
the Company’s Shareholders and the responsibilities of the Board of Commissioners and the
Board of Directors under Indonesian law may differ from the rights and responsibilities
applicable to companies incorporated in other jurisdictions.
The obligations of majority shareholders, commissioners, and directors to minority
shareholders under Indonesian law may be more limited than those applicable in other
countries. Therefore, under Indonesian law, minority shareholders may not be able to protect
their interests to the same extent as in other countries. Corporate law principles such as the
validity of a company’s actions, the fiduciary duties imposed on management, commissioners,
directors, and controlling shareholders, and the rights of minority shareholders are governed
by the Indonesian Companies Law, OJK regulations (including BAPEPAM-LK regulations),
IDX regulations, and the Company’s articles of association. These legal principles may differ
from those that would apply if the Company were incorporated in a jurisdiction other than
Indonesia. In particular, the concept of management’s fiduciary duties has not been tested in
Indonesian courts. Derivative claims filed in connection with the activities of directors and
commissioners are almost never brought on behalf of a company or tested in Indonesian
courts, and minority shareholder rights were only defined in 1995 and have not yet been
demonstrated in practice. Even if such conduct were prosecutable under Indonesian law, the
lack of legal precedent could make pursuing such civil action significantly more difficult.
Therefore, there can be no assurance that the legal rights or remedies of minority shareholders
will be equivalent to, or as extensive as, those available in other jurisdictions, or adequate to
protect the interests of minority shareholders.
HDR Holders that are non-resident individuals of Indonesia or non-Indonesian corporations
without a permanent establishment in Indonesia are subject to Indonesian withholding tax on
cash distributions.
Dividend distributed and paid by the Company to the Non-Indonesian Tax Resident (HDR
Holders) is subject to withholding tax in Indonesia at the rate of 20% (twenty percent)
imposed on gross amount of such dividend. However, if there is Double Taxation Avoidance
Agreement (“ DTAA ”), a lower tax rate may apply if certain conditions are satisfied, e.g. the
Non-Indonesian Tax Resident can provide the Company the valid Form DGT or Form DGT
plus Certificate of Resident in timely manner as well as meet the anti-treaty abuse and
beneficial ownership tests.
The Company is responsible for making the withholdings of tax on distributions and payments of
dividends to Non-Indonesian Tax Resident HDR Holders by using the 20% rate or reduced tax
treaty rates as explained above. However, the ITA may not always agree to accept application of
the reduced treaty rates due to considerations such as that the anti-treaty abuse and beneficial
ownership tests are deemed to be not satisfied by the Non-Indonesian Tax Resident HDR
Holders. Discrepancies between the withholding tax rates used by the Company, on the one hand,
and the applicable withholding tax rates accepted by the ITA, on the other hand, could expose the
Company to potential additional taxes and liabilities that could adversely affect our financial
condition, results of operations and prospects.
The Company is the party obliged to withhold tax at the rate of 20% on income paid to and
received by Non-Indonesian Tax Resident (HDR Holders). However, if the Non-Indonesian
Tax Resident is a resident of a country that has signed DTAA with Indonesia, and can provide
to the Company the valid Form DGT or Form DGT plus Certificate of Resident in timely
manner as well as meet the anti-treaty abuse and beneficial ownership test, so that the
Non-Indonesian tax resident is eligible for DTAA benefit, the Company will have to apply the
reduced rate according to DTAA, as opposed to the 20% rate. The Company is the party that
will determine the withholding tax rate to be applied on distribution and payment of the
dividend to each tax resident and make the withholding of the tax accordingly. For details, see
“Listing, Terms of Depositary Receipts and the Deposit Agreement, Registration, Dealings
and Settlement — Filing, Taxation and Reporting Requirements Under Indonesian Law —
Tax treatment on Dividend for Non-Indonesian Tax Resident”.
The ITA may not always agree to accept application of the reduced treaty rates due to
considerations such as that the anti-treaty abuse and beneficial ownership tests are deemed to
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be not satisfied by the Non-Indonesian Tax Resident HDR Holders. Discrepancies between
the withholding tax rates used by the Company, on the one hand, and the applicable
withholding tax rates accepted by the ITA, on the other hand, could expose the Company to
potential additional taxes, such as issuances of underpayment tax assessments, and potential
liabilities, such as tax penalties in the case of a tax audit, that could adversely affect our
financial condition, results of operations and prospects.
An active trading market for the HDRs on the Hong Kong Stock Exchange might not develop or
be sustained.
Following the completion of the Listing, there can be no assurance that an active trading
market for the HDRs on the Hong Kong Stock Exchange will develop or be sustained. If an
active trading market of the HDRs on the Hong Kong Stock Exchange does not develop or is
not sustained after the Global Offering, the market price and liquidity of the HDRs could be
materially and adversely affected. As a result, the market price for the HDRs in Hong Kong
following the completion of the Introduction may not be indicative of the trading prices of
our Shares on the IDX, even allowing for currency differences.
The characteristics of the Indonesian capital markets and the Hong Kong capital markets are
different.
The IDX and the Hong Kong Stock Exchange have different trading hours, trading
characteristics (including trading volume and liquidity), trading and listing rules, and investor
bases (including different levels of retail and institutional participation). As a result of these
differences, the trading prices of Shares listed in Indonesia and the HDRs might not be the
same, even allowing for currency differences. Fluctuations in the price of our Shares due to
circumstances peculiar to their local capital markets could materially and adversely affect the
price of the HDRs, and vice versa. Because of the different characteristics of the Indonesian
and Hong Kong equity markets, the historic and future market prices of the Shares may not be
indicative of the performance of our securities (including the HDRs) after the Listing.
Failure to comply with the free float requirement may result in regulatory actions by the IDX,
which could potentially have an adverse effect on the Company’s listing status, trading liquidity
of its Shares, and the interests of HDR Holders. In addition, efforts to increase free float, such
as equity issuances, may have a dilutive effect and/or impact the market price of the Company’s
Shares and/or HDRs.
The IDX has introduced a revised free float regime under (i) Regulation No. I-A and (ii) IDX
Circular Letter No. SE-00004/BEI/03-2026 (the “ Circular Letter ”), both of which came into
force on 31 March 2026. Regulation No. I-A specifies, among others, the minimum free float
requirements for a company’s initial listing on the main board and development board of the
IDX.
The minimum free float requirement is determined by reference to the issuer’s market
capitalisation. In addition, the IDX retains discretion to prescribe a different minimum free
float for prospective listed companies conducting a public offering with a proceeds value of at
least IDR 30 trillion. IDX-listed companies are required (a) to maintain the prescribed initial
free float for a period of at least one year following the effective listing date at the IDX, (b)
and thereafter, to continuously comply with subsequent free float requirements, unless
otherwise determined by the IDX. For details, see “Regulatory Overview — Laws and
Regulations Related to our Indonesia Operations — Capital Market Regulation — Free Float
Requirements”.
IDX-listed companies are required to monitor their compliance with the free float
requirements on an ongoing basis. If a listed company undertakes a corporate action resulting
in non-compliance with the free float requirements due to circumstances beyond its control,
the listed company must submit a plan to restore compliance to the IDX no later than two (2)
exchange days after becoming aware of such non-compliance. The IDX has the authority to
approve or reject the application concerning the timeframe for regaining compliance with the
free float requirements. If non-compliance results from a mandatory tender offer pursuant to
applicable OJK regulations, Regulation No. I-A allows for re-compliance with the free float
requirement within two years from the completion of such mandatory tender offer.
The Company is currently in compliance with the minimum free float requirement. However,
there can be no assurance that the Company will be able to continuously comply with the
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IDX’s free float requirements going forward. Any failure to continuously comply with the free
float requirement may result in regulatory actions by the IDX in accordance with its
prevailing regulations. These actions may include administrative sanctions in the form of
written warnings and/or monetary fines pursuant to Rule No. I-H (attachment to the Decision
of the Board of Directors of IDX No. Kep-307/BEJ/07-2004 dated 19 July 2004 on
Sanctions), as well as the placement of the Company’s securities on the monitoring board
pursuant to Rule No. I-X (attachment to the Decision of the Board of Directors of IDX No.
Kep-00035/BEI/06-2025 dated 4 June 2025 on Placement of Company’s Securities on the
Monitoring Board).
In the event of continued non-compliance, the IDX may impose a trading suspension of the
Company’s securities pursuant to Rule No. I-L (attachment to the Decision of the Board of
Directors of IDX No. Kep-00077/BEI/05-2023 dated 31 May 2023 on Suspension of
Securities) and Rule No. I-N (attachment to the Decision of the Board of Directors of IDX
No. Kep-00054/BEI/05-2024 dated 6 May 2024 on Delisting and Relisting) (“ Rule I-N ”), and
may further require the Company to submit a recovery plan addressing the conditions that led
to such suspension, which must at least set out the planned recovery steps and the timeline for
each step. If such conditions persist or are not adequately remedied, the IDX may ultimately
proceed with the forced delisting of the Company’s shares from the IDX in accordance with
Rule No. I-N.
In addition, any efforts by the Company to increase its free float, such as equity issuances,
may have a dilutive effect and/or impact to the market price of the Company’s shares and/or
HDRs.
Rights of shareholders under Indonesian law may be different from rights of shareholders in
other jurisdictions, including Hong Kong. Changes in Indonesia foreign ownership rules or
capital market regulations could adversely affect HDR Holders.
We are primarily governed by Indonesian laws and are principally subject to the Indonesian
Companies Law and the IDX Regulations. Our Articles of Association and the Indonesian
Companies Law govern our corporate affairs. Legal principles relating to matters such as the
validity of corporate procedures, directors’ and commissioners’ fiduciary duties and
liabilities, and shareholders’ rights under Indonesian law may be different from those that
would apply to a company incorporated in any other jurisdiction, including Hong Kong.
Indonesian foreign ownership rules or capital market regulations, including the IDX
Regulations, could potentially change in ways that could adversely affect HDR Holders. For
further information regarding the shareholder protection regime in Indonesia, waivers that we
have been granted under the Core Shareholder Protection Standards set out in Appendix A1
to the Listing Rules, and waivers that we have sought from the Hong Kong Stock Exchange
with respect to the Listing, see “Appendix IV — Summary of the Constitution of the
Company and the Indonesian Companies Law” and “Waivers and Exemptions”.
We have applied for, and been granted, waivers by the Hong Kong Stock Exchange from
certain requirements under the Listing Rules. Neither our Shareholders nor the HDR Holders
will have the benefit of those Hong Kong laws, rules, regulations and the Listing Rules for
which we have applied, and been granted, waivers or exemptions from by the Hong Kong
Stock Exchange and the SFC. Additionally, if any of these waivers or exemptions were to be
revoked for any reason, including our non-compliance with applicable undertakings,
additional legal and compliance obligations might be costly and time consuming, and might
result in issues of interjurisdictional compliance, which could adversely affect us and HDR
Holders.
As the SFC does not have extra-territorial jurisdiction on any of its powers of investigation
and enforcement, it will also have to rely on the regulatory regimes of the IDX and FSA to
enforce any corporate governance breaches committed by us in Indonesia. Investors should be
aware that it could be difficult to enforce any judgment obtained outside Indonesia against us
or any of our associates.
Trading of the HDRs may be suspended as a result of announcements of price sensitive
information outside the permitted periods for submitting announcements to the Hong Kong
Stock Exchange.
Rule 2.07C(4)(a) of the Listing Rules provides that, subject to certain exceptions, electronic
copies of announcements or notices must not be submitted to the Hong Kong Stock Exchange
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between 8:30 a.m. and 12:00 p.m. or between 12:30 p.m. and 4:15 p.m. on a normal Business
Day, or between 8:30 a.m. and 12:00 p.m. on the eves of Christmas, New Year and the Lunar
New Year when there is no afternoon session, for publication on the Hong Kong Stock
Exchange’s website (“ Trading Hours ”). However, in the event that any such announcement is
made on a Business Day during Trading Hours, the Hong Kong Stock Exchange retains the
discretion to impose a temporary suspension of the Company’s securities listed on the Hong
Kong Stock Exchange.
Compliance with the IDX and OJK Regulations by the Company may require us to make
announcements of price sensitive information on a timely basis and outside the permitted
periods for submitting announcements to the Hong Kong Stock Exchange under Rule
2.07C(4)(a) of the Listing Rules. Under the IDX and OJK Regulations, an announcement as a
result of certain events, including any material event affecting an issuer, is required to be made
immediately and regardless of whether such announcement is made during normal trading
hours. No suspension in trading of our securities would generally be imposed by the IDX if
trading of our HDRs on the Hong Kong Stock Exchange were to be suspended as a result of
the Hong Kong Stock Exchange exercising its discretion to impose a temporary suspension of
the Company’s securities. Differences in trading hours, disclosure deadlines and public
holidays between Indonesia and Hong Kong may result in the Company triggering a
temporary suspension of trading of its HDRs in Hong Kong due to the prioritization of
compliance with Indonesian regulatory requirements, thereby impeding trading activities for
Hong Kong investors. This scenario could have an adverse impact on the trading of our
HDRs, as it could potentially put Hong Kong investors at a disadvantage compared to
investors in Indonesia, who may be able to deal in the Company’s securities while Hong Kong
investors would be prevented from doing so. And vice versa, due to differences in public
holidays in Indonesia and Hong Kong, compliance with the Listing Rules by the Company
may require us to announce price sensitive information outside trading hours of the IDX,
which could potentially put Indonesian investors at a disadvantage compared to investors in
Hong Kong, who may be able to deal in the Company's securities while Indonesian investors
would be unable to do so.
HDR Holders are subject to additional obligations under the Deposit Agreement.
The Deposit Agreement to which each HDR Holder is deemed a party provides for additional
obligations on the part of the HDR Holders with respect to the payment of fees. These
obligations have been fully disclosed in “Listing, Terms of Depositary Receipts and the
Deposit Agreement, Registration, Dealings and Settlement — Fees and Expenses”.
You may experience difficulty in effecting service of legal process and enforcing judgments
against us and our management.
We are incorporated under the laws of Indonesia. Most of our Directors and Commissioners
and certain members of senior management reside in Indonesia, substantially all of our assets
and most of the assets of these persons are located in Indonesia, and all of our operations are
located in Indonesia. As a result, it may not be possible for holders or beneficial owners of
HDRs to effect service of process outside of Indonesia upon any of these persons or us, or to
enforce against them or us, judgments obtained in courts outside of Indonesia, including
judgments obtained in Hong Kong courts. As a result, recognition and enforcement in
Indonesia of judgments of a court in a foreign jurisdiction, including Hong Kong court
judgments, in relation to any matter not subject to a binding arbitration provision may be
difficult or impossible.
HDR Holders are not Shareholders and must rely on the Depositary to exercise on their behalf
the rights that are otherwise available to the Shareholders.
HDR Holders only have the contractual rights set forth for their benefit under the Deposit
Agreement and must rely on the Depositary to exercise on their behalf the rights that are
otherwise available to Shareholders. In particular:
• HDR Holders are not permitted to vote at Shareholders’ meetings in the capacity of
HDR Holders and they may only vote by providing instructions to the Depositary;
• there can be no assurance that HDR Holders will receive voting materials in time to
instruct the Depositary to vote;
• pursuant to Indonesia law, the notice period required for Shareholders’ meetings is 3
weeks or 21 calendar days (excluding the date of the invitation for the Shareholders’
meeting and the date of the Shareholders’ meeting);
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• HDR Holders, or persons who hold their HDRs through brokers, dealers or other third
parties, will not have the opportunity to exercise their right to vote, although our
Company and the Depositary will endeavour to make arrangements to ensure as far as
practicable that all HDR Holders will be able to vote;
• as only the Depositary will be recorded as a Shareholder in the Shareholder registry of
the Company, HDR Holders will not be recorded as Shareholders, and thus, dividends
and other distributions will not be paid directly to them; and
• HDR Holders will depend on the Depositary and the terms of the Deposit Agreement
to receive any dividends or other distributions payable to Shareholders and HDR
Holders will also incur charges on any cash distribution made pursuant to the Deposit
Agreement and on transfers of certificated or direct registrations of HDRs.
See “Listing, Terms of Depositary Receipts and the Deposit Agreement, Registration,
Dealings and Settlement — Fees and Expenses”.
HDR Holders may not receive new HDRs, rights to subscribe for additional HDRs or other
distributions.
HDR Holders may not receive new HDRs, rights to subscribe for additional HDRs or other
distributions if the Company and/or the Depositary, after having considered, amongst other
things, the restrictions under the applicable laws and regulations, the percentage shareholding
of the HDRs and/or the administrative procedures to make such distribution, to the extent
that is reasonable on a case by case basis, determine that it is not practicable: to distribute new
HDRs pursuant to the distribution of Shares; or to offer rights to subscribe for new HDRs; or
to make distributions other than cash or Shares.
We will furnish the Depositary with documents which may be reasonably requested by it on a
case-by-case basis as required for the specific circumstances in each case under applicable laws
and regulations. In the absence of evidence satisfactory to the Depositary that it may lawfully
distribute such rights, the Depositary will not distribute such rights to HDR Holders. Any
distribution of warrants or other instruments representing such rights is subject to the
discretion of the Depositary. See “Listing, Terms of Depositary Receipts and the Deposit
Agreement, Registration, Dealings and Settlement — Share Dividends and Other
Distributions”.
The time required for HDRs to be exchanged into Shares (and vice versa) may be longer than
expected and investors may not be able to settle or effect any sales of their securities during this
period.
There is no direct trading or settlement among the stock exchanges on which the Shares and
HDRs are traded. In addition, there is a time difference between Indonesia and Hong Kong.
There might be unforeseen market circumstances or other factors which delay the exchange of
HDRs into Shares (and vice versa) and investors may be prevented from settling or effecting
the sale of their securities across the stock exchanges during such periods of delay. In
addition, there can be no assurance that any exchange of HDRs into Shares (and vice versa)
will be completed in accordance with the timelines investors might anticipate.
Investors are subject to exchange rate risk between Indonesian Rupiah and Hong Kong dollars.
The value of an investment in the HDRs quoted in Hong Kong dollars and the value of
dividend payments in respect of the HDRs could be affected by fluctuations in the Indonesian
Rupiah/Hong Kong dollar exchange rates.
Withdrawals and exchanges of HDRs into Shares traded on the IDX might adversely affect the
liquidity of the HDRs.
The Shares are currently traded on the IDX. Any HDR Holder may at any time request that
the HDRs it holds be withdrawn and exchanged into Shares for trading on the IDX. Upon the
exchange of HDRs into Shares, the relevant HDRs will be cancelled. For further details on the
procedures for the withdrawal of HDRs, see “Listing, Terms of Depositary Receipts and the
Deposit Agreement, Registration, Dealings and Settlement”. In the event that a substantial
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number of HDRs are withdrawn and exchanged into Shares and subsequently cancelled, the
liquidity of the HDRs on the Hong Kong Stock Exchange may be adversely affected.
HDR Holders will be reliant on the performance of several service providers. Any breach by
those service providers of their contractual obligations could have adverse consequences for an
investment in the HDRs. The Depositary may resign or be replaced, which could temporarily
disrupt HDR services.
An investment in HDRs will depend for its continuing viability on the performance of several
service providers, including the Depositary, the HDR Registrar, the Custodian and any
sub-custodian appointed in respect of the underlying Shares. A failure by any of those service
providers to meet their contractual obligations, whether or not by culpable default, could
detract from the continuing viability of the HDRs as an investment. The Company will not
have direct contractual recourse against the Depositary, the Custodian, any sub-custodian or
the HDR Registrar, hence the potential for redress in circumstances of default will be limited.
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In preparation for the Listing, our Company has sought the following waivers and exemptions
from strict compliance with the relevant provisions of the Listing Rules, the SFO and the
Companies (Winding Up and Miscellaneous Provisions) Ordinance and have applied for a
ruling under the Takeovers Code:
Rules Subject matter
Rules 3.10 and 3.10A of the Listing Rules . Appointment of independent
non-executive directors
Rule 18.04 of the Listing Rules . . . . . . . . . Basic Conditions in relation to
Qualifications for Listing
Rule 9.09(b) of the Listing Rules . . . . . . . Dealings in Shares prior to Listing
Rule 10.04 and Paragraph 1C(2) of
Appendix F1 to the Listing Rules . . . . .
Subscription for HDRs by Existing
Shareholders
Rule 13.25B of the Listing Rules . . . . . . . . Monthly Return
Rule 19B.21 of the Listing Rules . . . . . . . . Cancellation of HDRs upon repurchase
Section 4.1 of the Introduction to the
Takeovers Codes . . . . . . . . . . . . . . . . . .
Not a public company in Hong Kong
under the Takeovers Code
Part XV of the SFO . . . . . . . . . . . . . . . . . Disclosure of interests under Part XV of
the SFO
Paragraphs 41(4) and 45 of Appendix D1A
to and Practice Note 5 of the Listing
Rules . . . . . . . . . . . . . . . . . . . . . . . . . . .
Disclosure of Interests Information
Paragraph 15(2)(c) of Appendix D1A to
the Listing Rules . . . . . . . . . . . . . . . . . .
Disclosure of Offer Price
Appointment of Independent Non-executive Directors
Rule 3.10 of the Listing Rules requires a listed company to appoint (i) at least three
independent non-executive directors and (ii) at least one of the independent non-executive
directors must have appropriate professional qualifications or accounting or related financial
management expertise. Rule 3.10A of the Listing Rules requires a listed company to appoint
independent non-executive directors representing at least one-third of the board of directors.
Pursuant to the Indonesian Companies Law, it is mandatory for companies incorporated in
Indonesia to adopt a two-tier board structure comprising the Board of Directors and the
Board of Commissioners. The Board of Directors and the Board of Commissioners have
distinctive and separate roles in managing and supervising the Company’s operations. The
Board of Directors is responsible for making decisions related to the day-to-day management
and operation of the company which primarily assumes the ultimate executive function of the
Company. In contrast, the Board of Commissioners’ role is supervisory and advisory in nature
and does not have an executive function or authority in managing the operation of the
company’s day to day business. For more information on the duties and responsibilities of our
Directors and Commissioners, see “Practices of the Boards — Duties and Responsibilities of
Directors and Commissioners” in the section headed “Directors, Senior Management and
Commissioners” in the prospectus.
Given there is no equivalent concept of non-executive directors under Indonesian laws and the
Board of Commissioners in a two-tiered board structure is already designed to undertake a
supervisory role to monitor and oversee the performance of the Directors, there is no exact
equivalent concept under the Indonesian Laws of independent non-executive directors.
Instead, it is required for public or listed companies in Indonesia, such as the Company, to
have Independent Commissioners as part of its Board of Commissioners.
The Company is of the view that the substance and the functionality of its two-tiered
governance structure is, as a whole, similar to the single-tiered board structure adopted by
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other issuers in Hong Kong, where its Independent Commissioners could be considered as the
equivalent of independent non-executive directors under the requirements of the Stock
Exchange.
Upon the Listing, the Company’s Board of Commissioners and the Board of Directors shall
comprise of a total of 11 Directors and Commissioners:
(a) the Board of Commissioners shall comprise seven Commissioners, with four
Independent Commissioners that satisfy the independence requirements under Rule
3.13 of the Listing Rules and at least one of the Independent Commissioners shall
possess the appropriate professional qualifications or accounting or related financial
management expertise; and
(b) the Board of Directors shall comprise four Directors with management roles, which
shall also represent the senior management of the Company.
We have applied to the Stock Exchange for, and the Stock Exchange has granted us, a waiver
from strict compliance with the requirements under Rules 3.10 and 3.10A of the Listing Rules,
subject to the following conditions:
(a) the aforementioned structure of the Company's Board of Commissioners and the Board
of Directors shall be adopted and so long as the Company remains listed on the Hong
Kong Stock Exchange, the majority of the Board of Commissioners members will be
Independent Commissioners and the attendance quorum for any Board of
Commissioners meeting would require that there be more Independent Commissioners
attending than Commissioners who are not Independent Commissioners;
(b) the Company shall, at all times during the period where the HDRs remain listed on the
Hong Kong Stock Exchange, appoint at least three independent commissioners
representing at least one-third of the total members of both the Board of Directors and
the Board of Commissioners (or such number or such proportion of independent
commissioners as required under the Hong Kong Listing Rules from time to time);
(c) each of the Independent Commissioners should satisfy the independence requirements
applicable to independent non-executive directors under Rule 3.13 of the Listing Rules;
(d) at least one of the Independent Commissioners should have appropriate professional
qualifications or accounting or related financial management expertise as required of
independent non-executive directors under Rule 3.10(2) of the Listing Rules;
(e) each individual member of the Board of Commissioners should undertake to the
Company and the Stock Exchange that, pursuant to Rules 3.09A, 3.09B, 3.09C and 3.20
of the Listing Rules and in performing respective supervisory roles as Commissioners of
the Company under applicable Indonesian regulations, he or she (i) accepts the
responsibilities and obligations, including the relevant duties of care (including
fiduciary duties) that are applicable to a director of the company for the purposes for
and as required under the Hong Kong Listing Rules; (ii) accepts the full responsibilities
collectively (with other Commissioners and Directors of the Company) and
individually for the Company’s compliance with the Hong Kong Listing Rules, and (iii)
shall comply with all requirements applicable to a director of a listed issuer under the
Hong Kong Listing Rules;
(f) the Company shall confirm that: (i) the Independent Commissioners in the Board of
Commissioners will assume and perform all duties and obligations required to be
performed by the independent non-executive directors under the Hong Kong Listing
Rules; and (ii) the Audit Committee and the Nomination and Remuneration Committee
will have the roles and responsibilities equivalent to the audit committee, nomination
committee, and remuneration committee under the Hong Kong Listing Rules. In
particular, each of the Independent Commissioners (1) has provided undertakings to
the Company and the Stock Exchange that he/she will assume and perform all duties
and obligations required to be performed by an independent non-executive director
under the Hong Kong Listing Rules; and (2) will provide to the Company an annual
confirmation of his/her independence pursuant to Rule 3.13 of the Hong Kong Listing
Rules.
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Basic Conditions in relation to Qualifications for Listing
Pursuant to Rule 8.05 of the Listing Rules, a new applicant must satisfy either the profit test in
Rule 8.05(1) or the market capitalization/revenue/cash flow test in Rule 8.05(2) or the market
capitalization/revenue test in Rule 8.05(3) of the Listing Rules. Pursuant to Rule 8.05B of the
Listing Rules, the Stock Exchange may vary or waive the profit or other financial standards
requirement in Rule 8.05 of the Listing Rules in respect of, among others, mineral companies
to which the provisions of Chapter 18 of the Listing Rules apply.
Pursuant to Rule 18.04 of the Listing Rules, if a Mineral Company (as defined under Chapter
18 of the Listing Rules) is unable to satisfy either the profit test in Rule 8.05(1), the market
capitalization/revenue/cash flow test in Rule 8.05(2), or the market capitalization/revenue test
in Rule 8.05(3) of the Listing Rules, it may still apply to be listed if it can establish to the Stock
Exchange’s satisfaction that its directors and senior management, taken together, have
sufficient experience relevant to the exploration and/or extraction activity that the Mineral
Company is pursuing. Individuals relied on must have a minimum of five years relevant
industry experience.
As the Pani Gold Mine was in the pre-production phase during the Track Record Period with
the first gold production achieved in February 2026, the results from our business operation
during the Track Record Period does not meet the profit requirement under Rule 8.05(1)(a) of
the Listing Rules. Our Company has therefore applied for and the Stock Exchange has granted
a waiver from strict compliance with Rule 8.05(1)(a) of the Listing Rules in accordance with
Rule 18.04 of the Listing Rules for the following reasons:
(a) our Company was principally engaged in gold exploration, mining and processing in
Indonesia and is a mineral company to which Chapter 18 of the Listing Rules applies;
(b) as supported by the first gold production achieved in February 2026, our Company is
able to demonstrate a clear path to commercial production for the Pani Gold Mine. For
details of how the Pani Gold Mine have a clear path to commercial production, please
refer to the paragraphs headed “Business Strategies — Deliver Timely and Safe
Commercial Production at the Pani Gold Mine” in the section headed “Business” of
this prospectus; and
(c) our management team led by our directors possesses sufficient experience in the mining
industry relevant to the exploration and extraction in gold mining, all of whom have
more than 5 years’ experience working in the management of a mining company. For
details of the biographical information of our Directors, including details of the
relevant experience of our Directors in the mining industry, please refer to the section
headed “Directors, Senior Management and Commissioners” of this prospectus. In this
regard, our Company is of the view that the Directors, taken together, have sufficient
experience that is specifically relevant to the exploration and/or extraction activities
that the Company is pursuing.
Dealings in Shares Prior to Listing
According to Rule 9.09(b) of the Listing Rules, there must be no dealing in the securities of a
new applicant for which listing is sought by any core connected person of the issuer from four
clear business days before the expected hearing date until listing is granted (the “ Relevant
Period ”).
Our Company had 8 subsidiaries, as of 31 December 2025. All of the Company’s Shares are
publicly traded and listed on the IDX with over 35,000 registered Shareholders as of 31 May
2026. Our Company considers that it is not in a position to control the investment decisions of
its shareholders or the investing public in Indonesia. Solely based on public filings with the
IDX as of the Latest Practicable Date, other than MCG (as detailed in the section headed
“Substantial Shareholders ”), there are no other shareholders who holds 10% or more of the
voting rights of our Company.
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On the basis of the above, our Company considers that the following categories of persons
(collectively, the “ Permitted Persons ”) should not be subject to the dealing restrictions set out
in Rule 9.09(b) of the Listing Rules:
• MCG in respect of use of their Shares as security (including, for the avoidance of
doubt, using Shares as security in connection with entering into financing transactions
during the Relevant Period as well as satisfying any requirements to top-up security
under the terms of financing transactions entered into prior to the Relevant Period),
provided that there will be no change in the beneficial ownership of the Shares at the
time of entering into any such transactions during the Relevant Period (“ Category 1 ”);
• our directors, commissioners and chief executives as well as the directors,
commissioners and chief executives of our Subsidiaries, in respect of their respective
use of the Shares as security (including, for the avoidance of doubt, using Shares as
security in connection with entering into financing transactions during the Relevant
Period as well as satisfying any requirements to top-up security under the terms of
financing transactions entered into prior to the Relevant Period), provided that there
will be no change in the beneficial ownership of the Shares at the time of entering into
any such transactions during the Relevant Period (“ Category 2 ”);
• any other person (whether or not an existing Shareholder) who may, as a result of
dealings, become our substantial shareholder and who is not our director,
commissioner or chief executive, or a director, a commissioner or chief executive of our
subsidiaries, or their close associates (“ Category 3 ”); and
• any core connected persons in respect of their dealings in their Shares represented by
the HDRs for the Sale HDRs under the Global Offerings and the Over-allotment
Options during the Relevant Period for settlement purposes, provided that there will be
no change in the beneficial ownership of the Shares at the time of entering into any such
transactions during the Relevant Period (“ Category 4 ”).
For the avoidance of doubt,
• as the foreclosure, enforcement or exercise of other rights by the lenders in respect of a
security interest over the Shares (including, for the avoidance of doubt, any security
interest created pursuant to any top-up of security) will be subject to the terms of the
financing transaction underlying such security and not within the control of the
pledgor, any change in the beneficial owner of the Shares during the Relevant Period
resulting from the foreclosure, enforcement or exercise of other rights by the lenders in
respect of such security interest will not be subject to Rule 9.09(b) of the Listing Rules;
and
• persons in Category 1 and Category 2 who use their respective Shares other than as
permitted in this waiver or as a result of foreclosure, enforcement or exercise of other
rights by the lenders as described above are subject to the restriction under Rule 9.09(b)
of the Listing Rules.
To the best of the Company’s knowledge and as of 31 December 2025 and the Latest
Practicable Date, Mr. Winato Kartono has pledged 315,000,000 Shares (representing 57.4% of
the total number of Shares held by him) as security in connection with certain financial
transactions with United Overseas Bank Limited as security agent and pledgee. Save as above
and to the best of the Company’s knowledge, none of the other Category 1 and Category 2
Permitted Persons have entered into any pledges with respect to our Shares.
The Company is of the view that the aforementioned circumstances are consistent with those
set out in paragraph 20 in Chapter 4.14 of the Guide for New Listing Applicants, and will not
prejudice the interests of potential investors of the Company, therefore our Company has
applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict compliance
with the requirements of Rule 9.09(b) of the Listing Rules in respect of any dealing during the
Relevant Period by the Permitted Persons subject to the following conditions:
• where Categories 1 and 2 of the Permitted Persons use the Shares as security, there will
be no change in the beneficial ownership of the Shares at the time of entering into the
relevant transactions during the Relevant Period;
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• Category 3 of the Permitted Persons do not have any influence over the Global Offering
and, to the Company’s knowledge, do not possess any of our non-public inside
information given that such persons are not in a position with access to information
that is considered material to the Company taken as a whole and effectively in the same
position as other public investors. Given our Shares are widely held and actively and
publicly traded on the IDX, the Company does not have control over the investment
decisions of the public investors who may become its substantial shareholders (i.e.
Category 3 Permitted Persons) before listing on the Stock Exchange;
• our Company will promptly release any inside infor mation or price sensitive
information to the public in Indonesia and Hong Kong in accordance with the relevant
laws and regulations of Indonesia and Hong Kong. Accordingly, the Category 3
Permitted Persons are not in possession of any non-public inside information of which
we are aware;
• for Category 4 Permitted Persons who are the core connected persons of the Company,
the relevant information in respect of their dealings in their Shares represented by the
HDRs for the Sale HDRs under the Global Offering and the Over-allotment Option
during the Relevant Period is disclosed in this prospectus and the relevant
announcement (where applicable), and there will be no change in the beneficial
ownership of the Shares at the time of entering into any such transactions during the
Relevant Period. For further information, please refer to the sections headed “Summary
— Selling Shareholders and Over-allotment Option Grantors” in, and “Statutory and
General Information — D. Other Information — 11. Particulars of the Selling
Shareholders and the Over-allotment Option Grantors” in Appendix V to, this
prospectus;
• our Company will notify the Hong Kong Stock Exchange of any breaches of the dealing
restrictions by any of our core connected persons during the Relevant Period when we
become aware of the same other than dealings by the core connected persons who are
Permitted Persons within the permitted scopes set out above; and
• prior to the Listing Date, other than within the permitted scopes set out above, our
directors, commissioners and chief executive as well as the directors, commissioners
and chief executives of our Subsidiaries and their close associates will not deal in the
Shares during the Relevant Period.
Allocation of the HDRs to existing shareholders and/or their close associates as cornerstone
investors or placees
Rule 10.04 of the Listing Rules requires that existing shareholders may only subscribe for or
purchase any securities for which listing is sought that are being marketed by or on behalf of
a new applicant either in his or its own name or through nominees if the conditions in Rule
10.03 of the Listing Rules are fulfilled. Paragraph 1C(2) of Appendix F1 to the Listing Rules
states that, without the prior written consent of the Hong Kong Stock Exchange, no
allocations will be permitted to be made to directors, existing shareholders of a listing
applicant or their close associates, unless the conditions set out in Rules 10.03 and 10.04 are
fulfilled.
Chapter 4.15 of the Guide for New Listing Applicants provides that the Stock Exchange will
consider granting a waiver from Rule 10.04 of the Listing Rules and a consent, pursuant to
Paragraph 1C(2) of Appendix F1 to the Listing Rules, to allow a listing applicant’s existing
shareholders or their close associates to participate in its initial public offering if any actual or
perceived preferential treatment arising from their ability to influence the listing applicant
during the allocation process can be addressed.
As a company whose shares are listed on the IDX, our Company is not in a position to prevent
any person or entity from acquiring its listed securities prior to the allocation of HDRs in
connection with the Global Offering. It would therefore be unduly burdensome for our
Company to seek the prior consent of the Hong Kong Stock Exchange for each of its existing
shareholders or their close associates who subscribe for HDRs in the Global Offering.
Category 3 of the Permitted Persons (as defined in sub-section headed “Dealings in Shares
Prior to Listing” above) have no influence over the Global Offering and are not in possession
of any inside information in relation to the Listing and are effectively in the same positions as
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our public investors. Category 3 of the Per mitted Persons (other than the Selling
Shareholders) and other public investors who will purchase HDRs in the Global Offering are
referred to as “ Permitted Existing Shareholders ”. Prohibition against Permitted Existing
Shareholders who may wish to subscribe for HDRs under the Global Offering in order to
maintain their shareholding may put these shareholders in an unfair position, having
considered that they would have no influence over the Global Offering.
As our existing public shareholders include renowned investors who are active players in the
equity market, it may not be in the best interests of our Company and its shareholders to
prohibit certain public shareholders/active deal participants to subscribe for HDRs in the
Global Offering since our Company may not be able to achieve the best allocation and pricing
outcome should certain of our existing public shareholders are restricted from subscribing for
HDRs in the Global Offering.
Our Company applied for, and the Hong Kong Stock Exchange has granted, a waiver from
strict compliance with the requirements of Rule 10.04 and Paragraph 1C(2) of Appendix F1 of
the Listing Rules in respect of the restriction on Permitted Existing Shareholders to purchase
HDRs in the Global Offering, subject to the following conditions:
• each Permitted Existing Shareholder is interested in less than 5% of our voting rights
immediately before the Listing;
• each Permitted Existing Shareholder is not a core connected person (as defined under
the Listing Rules) of the Company or its close associate (as defined under the Listing
Rules);
• the Permitted Existing Shareholders do not have the power to appoint directors,
commissioners or any other special rights in the Company;
• each Permitted Existing Shareholder is not a Selling Shareholder;
• to the best knowledge and belief of our Company and the Joint Sponsors, and based on
discussions between our Company and the Overall Coordinators and confirmations
required to be submitted to the Stock Exchange by the Joint Sponsors, we will confirm
to the Stock Exchange that:
(a) in case of participation as cornerstone investors, no preferential treatment has
been, nor will be, given to the Permitted Existing Shareholders and/or their close
associates by virtue of their relationship with our Company, other than the
preferential treatment of assured entitlement under a cornerstone investment
following the principles set out in Chapter 4.15 of the Guide for New Listing
Applicants, nor is the Permitted Existing Shareholder in a position to exert
influence on the Company to obtain actual or perceived preferential treatment,
and the Per mitted Existing Shareholders’ and/or their close associates’
cornerstone investment agreements do not contain any material terms which are
more favorable to the Permitted Existing Shareholders and/or their close
associates than those in other cornerstone investment agreements; or
(b) in case of participation as placees, no preferential treatment has been, nor will be,
given to the Permitted Existing Shareholders and/or their close associates, nor is
the Permitted Existing Shareholder in a position to exert influence on the
Company to obtain actual or perceived preferential treatment, in the allocation
process by virtue of their relationship with our Company;
• in the case of participation as placees, the Overall Coordinators will confirm to the
Stock Exchange that, to the best of their knowledge and belief, no preferential
treatment has been, nor will be, given to any of the Permitted Existing Shareholders or
their close associates by virtue of their relationship with our Company in any allocation
in the placing tranche; and
• the Joint Sponsors will confirm to the Stock Exchange that, based on (i) their
discussions with our Company and the Overall Coordinators; and (ii) the confirmations
provided to the Stock Exchange by our Company and the Overall Coordinators, and to
the best of their knowledge and belief, (a) they have no reason to believe that the
Permitted Existing Shareholders and/or their close associates received any preferential
WAIVERS AND EXEMPTIONS
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treatment in the allocation process either as cornerstone investors or as placees by
virtue of their relationship with our Company, other than, in the case of participation
as cornerstone investors, the preferential treatment of assured entitlement under a
cornerstone investment following the principles set out in Chapter 4.15 of the Guide for
New Listing Applicants; and (b) each Permitted Existing Shareholder is not a Selling
Shareholder, and details of allocation to the Permitted Existing Shareholders holding
1% or more of the issued share capital of the Company immediately prior to the
completion of the Global Offering will be disclosed in this prospectus and/or the
allotment results announcement (as the case may be).
The Company expects to satisfy all the conditions set out in paragraph 14 of in Chapter 4.15
of the Guide for New Listing Applicants as published by the Hong Kong Stock Exchange that
no actual or perceived preference will be given to the Permitted Existing Shareholders due to
their existing shareholdings in the Company.
Allocation to the Permitted Existing Shareholders will not be disclosed in the Company’s
allotment results announcement (other than to the extent that such Permitted Existing
Shareholders purchase for shares as cornerstone investors) unless such Permitted Existing
Shareholders are interested in 5% or more of the issued share capital of the Company after the
Global Offering as disclosed in any public filings with the IDX, as it would be unduly
burdensome for the Company to disclose such information given that there is no requirement
to disclose interests in equity securities under the OJK Regulation No. 4 of 2024 on the Report
of Share Ownership or Any Change of Share Ownership in Public Companies and the Report
of Share Pledging Activities in Public Companies (“ OJK Regulation No. 4/2024 ”), unless the
beneficial ownership of such person reaches 5% or more voting rights attached to the shares of
the Company. For the avoidance of doubt, details of allocation to cornerstone investors, if
any, will be disclosed in the Prospectus and the allotment results announcement and details of
allocation to placees who are connected clients (as defined in the Placing Guidelines for
Equity Securities set out in Appendix F1 of the Listing Rules), if any, will be disclosed in the
allotment results announcement.
Monthly Return
Rule 13.25B of the Listing Rules requires a listed issuer to publish a monthly return in relation
to movements in its equity securities, debt securities and any other securitized instruments, as
applicable, during the period to which the monthly return relates.
According to the note to Rule 13.25B of the Listing Rules, this common waiver is subject to
the condition that the issuer can meet one of the following three conditions:
(a) it has received a relevant partial exemption from Part XV of the SFO;
(b) it publishes a “next day disclosure return” in strict compliance with Rule 13.25A of the
Listing Rules; or
(c) it is subject to overseas laws or regulations that have a similar effect to Rule 13.25B of
the Listing Rules and any differences are not material to shareholder protection.
Our Company has obtained a relevant partial exemption from strict compliance with Part XV
of the SFO. Accordingly, on the basis of condition (a) above, our Company has applied for,
and the Hong Kong Stock Exchange has granted, a waiver from strict compliance with the
continuing obligations under Rule 13.25B of the Listing Rules. Our Company will disclose
information about share repurchases, if any, in our Company’s annual reports and will also
disclose such information on the IDX in accordance with applicable Indonesian rules and
regulations.
Cancellation of HDRs Upon Repurchase
Rule 19B.21 of the Listing Rules provides that if depositary receipts are purchased by the
issuer, the issuer shall surrender the purchased depositary receipts to the depositary. The
depositary shall then cancel the surrendered depositary receipts and shall arrange for the
shares which the surrendered depositary receipts represent to be transferred to the issuer and
such shares shall be cancelled by the issuer.
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The Company has the ability to hold any treasury shares that it repurchases pursuant to its
Articles and the OJK Regulation No. 29 of 2023 (“ OJK Regulation 29/2023 ”). “See
“Regulatory Overview — Indonesian Regulatory Framework — Buy back”. Under OJK
Regulation No. 29 of 2023, any share repurchase must, among others, be approved by the
General Meeting of Shareholders, supported by adequate internal funding, and subject to
mandatory information disclosure and reporting to the OJK and the Indonesia Stock
Exchange. As advised by the Company’s Indonesian legal adviser, under Indonesian
Companies Law, “treasury shares” refer to shares that have been repurchased by the company
itself. Accordingly, shares registered under the name of the depositary (rather than the
company’s own name) are not regarded as “treasury shares”. For the avoidance of doubt,
depositary receipts repurchased by the company are not legally deemed as “treasury shares”
under Indonesian Companies Law given that the underlying shares remain registered in the
company’s register of shareholders under the name of the depositary, therefore treasury
shares (under the context of Indonesian laws) cannot be held by a depositary. Treasury shares
may be held for a maximum period of three years (which can be extendable for (i) two years if
the Company fulfils the following conditions: (a) the Company has transferred at least 10% of
the total treasury shares; or (b) the Company’s share price has never exceeded the average
buyback price for the past 3 years after the completion of the buyback (if neither of these
conditions is met, the period can only be extended for one year); and (ii) additional one year if
the two-year extension period has lapsed and the Company still holds remaining treasury
shares), and must thereafter be transferred or otherwise disposed of through permitted
methods, including sale through or outside the stock exchange, transfer to shareholders on a
pro rata basis, or use for payment or settlement of certain transactions, in each case subject to
the applicable shareholder approval, disclosure, and reporting requirements.
While the Company does not hold any treasury shares as of the Latest Practicable Date, the
Company may repurchase its shares (including Shares as represented by HDRs) pursuant to
the Articles and in compliance with the OJK Regulation 29/2023. Further, pursuant to Rule
10.06(5) of the Listing Rules and the Guidance Letter 119-24 as published by the Stock
Exchange, the Hong Kong Stock Exchange allows shares to be repurchased by an issuer and
could be held as treasury shares or cancelled and the listing of all shares which are held as
treasury shares shall be retained so long as the issuer ensures that treasury shares are
appropriately identified and segregated.
We have applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict
compliance with Rule 19B.21 of the Listing Rules to the extent that we shall have the ability to
hold any Shares that we repurchase as treasury shares (including Shares represented in the
form of HDRs), and we shall not be required to surrender the purchased HDRs to the
Depositary subject to the requirements under the Indonesian laws, subject to the following
conditions:
(a) the Company shall have a secondary listing on the Stock Exchange and maintains the
primary listing of the Shares on the IDX;
(b) the Company shall comply with any applicable requirements in the event of any changes
to the Hong Kong regulatory regime or the Listing Rules on treasury shares (subject to
any waiver which may be sought by the Company and granted by the Stock Exchange or
other relevant regulatory authorities);
(c) the Company shall promptly notify the Stock Exchange of any failure to comply with
waiver conditions or any changes being made to the treasury regime in Indonesia;
(d) the Company shall comply with the relevant Indonesian laws and the OJK and the IDX
regulations in relation to treasury shares (including the OJK Regulation 29/2023, which
stipulates any share repurchase must, among others, be approved by the general meeting
of the shareholders, supported by adequate internal funding, and subject to mandatory
information disclosure and reporting to the OJK and the IDX, as relevant. The
Company shall only repurchase its shares to the extent that it has the ability to hold
treasury shares under the relevant Indonesian laws and regulations);
(e) the Company shall confirm the compliance with the waiver conditions in successive
annual reports, the overseas regulatory announcement that the Company will issue in
Hong Kong when it publishes the annual reports, any notice convening shareholders
meetings seeking approval for share repurchase after listing on the Stock Exchange.
WAIVERS AND EXEMPTIONS
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Not a Public Company in Hong Kong under the Takeovers Code
Section 4.1 of the Takeovers Code applies to takeovers, mergers and share repurchases
affecting public companies in Hong Kong and companies with a primary listing in Hong
Kong. In order to determine whether a company is a “public company in Hong Kong,” Section
4.2 of the Takeovers Code provides that the Executive will consider all the circumstances and
apply an economic or commercial test, taking into account primarily the number of Hong
Kong shareholders and the extent of share trading in Hong Kong and other factors including
(i) the location of its head office and place of central management; (ii) the location of its
business and assets, including such factors as registration under companies legislation and tax
status; and (iii) the existence or absence of protection available to Hong Kong shareholders
given by any statute or code regulating takeovers, mergers and share repurchases outside
Hong Kong.
While we are a “public company” under the Indonesian laws, our Company has applied for,
and the SFC has granted, a ruling that our Company is not a “public company in Hong Kong”
for the purposes of the Takeovers Codes. Therefore, the Takeovers Codes do not apply to us.
In the event that the bulk of trading in our Shares migrates to Hong Kong such that our
Company would be treated as having a dual-primary listing pursuant to Rule 19C.13 of the
Listing Rules, the Takeovers Codes will apply to our Company.
Disclosure of Interests under Part XV of the SFO
Part XV of the SFO imposes duties of disclosure of interests in Shares. Under the OJK
Regulation No. 4/2024, which our Company is subject to, any director or commissioner of a
public company, any party holding at least 5% of voting rights and any controlling
shareholder is required to submit a report to the OJK on any change in its ownership of voting
shares in the public company. Such report must be made for each change of one percentage
point (1%) or more in the ownership of voting shares, calculated from the immediately
preceding percentage ownership. Therefore, compliance with Part XV of the SFO would
subject our Company’s substantial shareholders, directors, commissioners and their
associates to a second level of reporting, which would be unduly burdensome to them, would
result in additional costs and would not be meaningful, since the statutory disclosure of
interest obligations under the OJK Regulation No. 4/2024 that apply to our Company and its
substantial shareholders, directors, commissioners and their associates would provide its
investors with sufficient information relating to the shareholding interests of its significant
shareholders.
Our Company has applied for, and the SFC has granted, a partial exemption under section
309(2) of the SFO to our Company, its shareholders, directors, commissioners, controllers
and chief executives from compliance with Part XV of the SFO (other than Divisions 5, 11
and 12 of Part XV of the SFO) on the conditions that:
(i) our Company remains secondary listed on the Stock Exchange, i.e. it has not changed
its listing status to (and has not been regarded by the Stock Exchange as having) a dual
primary or primary listing on the Stock Exchange;
(ii) all disclosures of interests filed with the OJK are also filed in English with the Stock
Exchange as soon as practicable, which will then publish such disclosures in the same
manner as disclosures made under Part XV of the SFO; and
(iii) our Company shall advise the SFC if there is any material change to any of the
information which has been provided to the SFC, including any significant changes to
the disclosure requirements in Indonesia and any significant changes in the volume of
our Company’s worldwide share turnover that takes place on the Stock Exchange.
This exemption may be reconsidered by the SFC in the event there is a material change in
information provided to the SFC. For the avoidance of doubt, the Company is not exempt
from any requirements or reporting obligations under Divisions 5, 11 and 12 of Part XV of
the SFO.
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Disclosure of Interest Information
Part XV of the SFO imposes duties of disclosure of interests in shares. Practice Note 5 and
paragraphs 41(4) and 45 of Appendix D1A to the Listing Rules require the disclosure of
interests information in respect of shareholders’ and directors’ interests in this document.
The OJK Regulation No. 4/2024 and the rules and regulations promulgated thereunder
require disclosure of interests by shareholders holding at least 5% of voting rights, the
requirement of which is equivalent to Part XV of the SFO. Relevant disclosure in respect of
the substantial shareholder’s interests can be found in the section headed “Substantial
Shareholders” in this document.
Our Company has applied for, and the SFC has granted, a partial exemption under section
309(2) of the SFO to our Company, its shareholders, directors, commissioners, controllers
and chief executives from compliance with Part XV of the SFO (other than Divisions 5, 11
and 12 of Part XV of the SFO) as discussed above. Our Company has further applied for, and
the Hong Kong Stock Exchange has granted, a waiver from strict compliance with Practice
Note 5 and Paragraphs 41(4) and 45 of Appendix D1A to the Listing Rules on the following
conditions:
• the SFC granting our Company, its shareholders, directors, commissioners, controllers
and chief executives a partial exemption from compliance with Part XV of the SFO;
• our Company undertakes to file with the Hong Kong Stock Exchange, as soon as
practicable, any declaration of shareholding and securities transactions made to the
IDX by directors, commissioners, executive officers or substantial shareholders under
the relevant Indonesian laws and the regulations of the OJK and the IDX; and
• our Company has disclosed/will disclose in present and future listing documents (a) in
the same manner as required under the SFO, such interests that were reported to and
published by the IDX under the relevant law, and (b) the shareholding interests as
disclosed in an IDX filing and the relationship between its directors, commissioners,
members of committees and their relationship to any controlling shareholders.
Disclosure of Offer Price
Paragraph 15(2)(c) of Appendix D1A to the Listing Rules provides that the issue price or offer
price of each security must be disclosed in the listing document. The Offer Price will be
determined by reference to, among other factors, the closing price of our Shares price on IDX
on the last trading date on or before the Price Determination Date. Given the Shares of our
Company are freely tradable on IDX, there may be price fluctuations in the Shares as a result
of market volatility and other factors during the period from the date of this prospectus until
the pricing of the Global Offering. We have no control over the market price of our Shares
traded on IDX.
Disclosing a fixed price or a price range with a low end offer price per Offer HDR may
adversely affect the market price of the Shares and the Hong Kong Offer HDRs considering,
among other factors, that this may indicate an arbitrary floor price and potentially prejudice
the ability to price in the best interests of our Company and the Shareholders.
For the information of the potential investors, we have disclosed the historical prices of our
Shares and average daily trading volume on IDX for the fiscal year ended 31 December 2025
(23 September to 31 December 2025) and 2026 (1 January to 8 June 2026) in “Structure of the
Global Offering — Pricing and Allocation — Determining the Offer Price” of this prospectus.
WAIVERS AND EXEMPTIONS
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A maximum Public Offer Price will be disclosed in this prospectus. This alternative disclosure
approach would not prejudice the interests of the investing public in Hong Kong.
Given in no circumstances will the Public Offer Price for the Hong Kong Offer HDRs be
greater than the maximum Public Offer Price as stated in this prospectus, the disclosure of the
maximum Public Offer Price in this prospectus will be in compliance with the requirement to
disclose the “amount payable on application and allotment on each share” as required by
paragraph 9 of Part I of the Third Schedule of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
We have applied for, and the Hong Kong Stock Exchange has granted, a waiver from strict
compliance with paragraph 15(2)(c) of Appendix D1A to the Hong Kong Listing Rules.
The Stock Exchange has granted us a waiver from strict compliance with paragraph 15(2)(c)
of Appendix D1A to the Listing Rules on the conditions that this prospectus will disclose:
(a) the maximum Offer Price;
(b) the time for the determination of the Offer Price and the form of its publication;
(c) the historical closing prices of the Company’s Shares and trading volume on IDX
during the Track Record Period and up to the Latest Practicable Date;
(d) the determinants of the final Offer price; and
(e) the source for investors to access the latest market price of the Company’s Shares on the
IDX.
See “Structure of the Global Offering — Pricing and Allocation” in this prospectus for the
historical closing prices of our Shares and trading volume on IDX.
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RESPONSIBILITY STATEMENT
This prospectus, for which our Directors and Commissioners (including any proposed
Director and proposed Commissioner who is named as such in this prospectus) collectively
and individually accept full responsibility, includes particulars given in compliance with the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Securities and
Futures (Stock Market Listing) Rules (Cap. 571V of the Laws of Hong Kong) and the Listing
Rules for the purpose of giving information with regard to us. The Directors and
Commissioners, having made all reasonable enquiries, confirm that to the best of their
knowledge and belief, the information contained in this prospectus is accurate and complete
in all material respects and not misleading or deceptive, and there are no other matters the
omission of which would make any statement herein or this prospectus misleading.
THE HONG KONG PUBLIC OFFERING AND THIS PROSPECTUS
This prospectus is published solely in connection with the Hong Kong Public Offering, which
forms part of the Global Offering. For applicants under the Hong Kong Public Offering, this
prospectus sets out the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer HDRs are offered solely on the basis of the information contained and
representations made in this prospectus and on the terms and subject to the conditions set out
herein. No person is authorized to give any information in connection with the Global
Offering or to make any representation not contained in this prospectus, and any information
or representation not contained in this prospectus must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries and the Underwriters, any of our or their respective directors, officers,
employees, advisors, agents or representatives, or any other persons or parties involved in the
Global Offering.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. The Hong Kong Public Offering is fully underwritten by the Hong
Kong Underwriters under the terms and conditions of the Hong Kong Underwriting
Agreement and is subject to us and the Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) agreeing on the Offer Price. The International Offering is
expected to be fully underwritten by the International Underwriters and is subject to the
terms and conditions of the International Underwriting Agreement, which is expected to be
entered into on or around the Price Determination Date.
If, for any reason, the Offer Price is not agreed among our Company and the Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters), on or before
Wednesday, 24 June 2026, the Global Offering will not proceed and will lapse. Please refer to
the section headed “Underwriting” in this prospectus for further information about the
Underwriters and the underwriting arrangements.
Neither the delivery of this prospectus nor any offering, sale or delivery made in connection
with the Offer HDRs should, under any circumstances, constitute a representation that there
has been no change or development reasonably likely to involve a change in our affairs since
the date of this prospectus or imply that the information contained in this prospectus is
correct as of any date subsequent to the date of this prospectus.
PROCEDURES FOR APPLICATION FOR HONG KONG OFFER HDRS
The procedures for applying for Hong Kong Offer HDRs are set out in the section headed
“How to Apply for Hong Kong Offer HDRs” in this prospectus.
STRUCTURE OF THE GLOBAL OFFERING
Details of the structure of the Global Offering, including its conditions, are set out in the
section headed “Structure of the Global Offering” in this prospectus.
OVER-ALLOTMENT OPTION AND STABILIZATION
Details of the arrangements relating to the Over-allotment Option and stabilization are set
out in the section headed “Structure of the Global Offering” in this prospectus. Assuming that
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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the Over-allotment Option is exercised in full, the Over-allotment Option Grantors may be
required to sell up to an aggregate of 13,450,200 additional HDRs.
RESTRICTIONS ON OFFER AND SALE OF THE HDRS
Each person acquiring the Hong Kong Offer HDRs under the Hong Kong Public Offering will
be required to, or be deemed by his/her acquisition of the HDRs to, confirm that he/she is
aware of the restrictions on offers and sales of the Offer HDRs described in this prospectus on
the Stock Exchange.
No action has been taken to permit a public offering of the Offer HDRs or the distribution of
this prospectus in any jurisdiction other than in Hong Kong. Accordingly, this prospectus may
not be used for the purpose of, and does not constitute, an offer or invitation in any
jurisdiction or in any circumstances in which such an offer or invitation is not authorized or to
any person to whom it is unlawful to make such an offer or invitation. The distribution of this
prospectus and the offer and sale of the Offer HDRs in other jurisdictions are subject to
restrictions and may not be made except as permitted under the applicable securities laws of
such jurisdictions and pursuant to registration with or authorization by the relevant securities
regulatory authorities or an exemption therefrom.
APPLICATION FOR LISTING OF THE HDRS ON THE STOCK EXCHANGE
We have applied to the listing committee of the Stock Exchange for the granting of listing of,
and permission to deal in, the HDRs on the Main Board under Chapters 18, 19B and 19C of
the Listing Rules. Application has been made in respect of up to 589,254,600 HDRs.
All Shares currently in issue are admitted to trading on the IDX. Except as disclosed in this
prospectus, no part of our Shares or HDRs is listed on or dealt in on any other stock exchange
and no such listing or permission to list is being or proposed to be sought in the near future.
COMMENCEMENT OF DEALINGS IN THE HDRS
Dealings in the HDRs on the Stock Exchange are expected to commence on Friday, 26 June
2026. The HDRs will be traded in board lots of 100 HDRs each. The stock code of the HDRs
will be 6228.
HDRs WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the HDRs and we
comply with the stock admission requirements of HKSCC, the HDRs will be accepted as
eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from
the date of commencement of dealings in the HDRs on the Stock Exchange or any other date
HKSCC chooses. Settlement of transactions between participants of the Stock Exchange is
required to take place in CCASS on the second settlement day after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
Investors should seek the advice of their stockbrokers or other professional advisors for
details of the settlement arrangements as such arrangements may affect their rights and
interests. All necessary arrangements have been made enabling the HDRs to be admitted into
CCASS.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposing of or dealing in the HDRs, or
exercising any rights attaching to the HDRs. We emphasize that none of our Company, the
Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint
Bookrunners, the Joint Lead Managers, the Capital Market Intermediaries and the
Underwriters, any of our or their respective directors, officers, employees, advisors, agents or
representatives, or any other persons or parties involved in the Global Offering, accepts
responsibility for any tax effects on, or liabilities resulting from, your subscription, purchase,
holding, disposing of or dealing in the HDRs, or your exercise of any rights attaching to the
HDRs.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
– 82 –


--- page 92 ---
REGISTER OF MEMBERS AND STAMP DUTY
Our principal register of members will be maintained by our principal share registrar, PT
Datindo Entrycom, in Indonesia, and our register of members of HDR Holders will be
maintained by Computershare Hong Kong Investor Services Limited, our registrar in Hong
Kong.
Dealings in our HDRs registered in our register of HDR Holders in Hong Kong will be
subject to Hong Kong stamp duty. The stamp duty is charged to each of the seller and
purchaser at the ad valorem rate of 0.1% of the consideration for, or (if greater) the value of,
the HDRs transferred. In other words, a total of 0.2% is currently payable on a typical sale
and purchase transaction of the HDRs. In addition, a fixed duty of HK$5 is charged on each
instrument of transfer (if required). For further details of Hong Kong stamp duty, please seek
professional tax advice.
EXCHANGE RATE CONVERSION
Unless otherwise specified, amounts denominated in Indonesian Rupiah (“ Rp”) or US$ have
been converted, for the purpose of illustration only, into Hong Kong dollars in this prospectus
at the following exchange rates: HK$1.00:Rp2,319.25 and US$1.00:HK$7.84.
No representation is made that any amounts in Rp or US$ were or could have been or could be
converted into Hong Kong dollars at such rates or any other exchange rates on such date or
any other date or at all.
ROUNDING
Certain amounts and percentage figures, such as share or HDR ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them. Any discrepancies in any table, chart or elsewhere between totals and sums of
amounts listed therein are due to rounding.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, the English
version of this prospectus shall prevail. Provided, however, that the translated English names
of the Indonesian and foreign laws and regulations, government authorities, departments,
institutions, natural persons, entities, facilities, certificates, titles and the like included in this
prospectus and for which no official English translation exists are unofficial translations for
identification purposes only. In the event of any inconsistency, the names in their original
languages shall prevail.
OTHER
Unless otherwise specified, all references to any shareholdings or HDR holdings in our
Company following the completion of the Global Offering assume that no other Shares or
HDRs are issued prior to the Listing.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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--- page 93 ---
DIRECTORS
Name Address Nationality
Mr. Boyke Poerbaya Abidin . . Jl. Kuricang XVII GD. 2 No. 17,
RT003/RW010, Pondok Ranji
Sub-District, East Ciputat District,
South Tangerang City, Indonesia
Indonesian
Mr. Nicholas John Green . . . . Jl. Kemang Dalam II No I/9, RT
002/003 Bangka, Mampang
Prapatan Sub-District, South
Jakarta City, Jakarta, Indonesia,
12730
Australian
Mr. Barend Johannes Nicolaas
Knoetze . . . . . . . . . . . . . . .
17 Weenit Rd, Ellenbrook, Perth,
Western Australia, Australia, 6069
Australian
Mr. Suryadinata Tanu . . . . . . Apartemen Grand Tropik Unit 909,
Tanjung Duren Utara Sub-District,
Grogol Petamburan District, West
Jakarta City, Indonesia
Indonesian
COMMISSIONERS
Name Address Nationality
Commissioners
Mr. Santoso Kartono . . . . . . . Apartment Roxi Mas Lt.7 No. 11
RT.017/RW 06, Gambir, Cideng
Sub-District, Central Jakarta City,
Indonesia, 11510
Indonesian
Mr. Winato Kartono . . . . . . . Jl. Subang No. 3A, Menteng
Sub-District, Menteng District,
Central Jakarta City, Indonesia,
10310
Indonesian
Mr. Xinyu Wang . . . . . . . . . . Room 1701, Block 21, Xingfu
Jiayuan (Xingfu Street), Chongwen
District, Beijing, the People’s
Republic of China
Chinese
Independent Commissioners
Mr. Heri Sunaryadi . . . . . . . . River Park GG, 1/5 A Sector. 8, RT
001/RW 006, Pondok Jaya
Sub-District, Pondok Aren District,
South Tangerang City, Indonesia
Indonesian
Dr. Jona Widhagdo Putri . . . . Apartment Puri Imperium Unit
2195, Jl. Kuningan Madya Kav.5,
Guntur Sub-District, Setiabudi
District, South Jakarta City,
Indonesia 12960
Indonesian
Mr. Yu Gao . . . . . . . . . . . . . . Flat A 22/F, Block 12, Pacific
Palisades, 1 Braemar Hill Road,
North Point, Hong Kong
Chinese
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 84 –


--- page 94 ---
Name Address Nationality
Mr. John Mackay McCulloch
Williamson . . . . . . . . . . . . .
38 Chung Hom Kok Road, Chung
Hom Kok, Hong Kong
British
For further details, see the section headed “Directors, Senior Management and
Commissioners” in this prospectus.
PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors . . . . . . . . . . . . . . . UBS Securities Hong Kong Limited
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
CITIC Securities (Hong Kong) Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Sponsor-Overall Coordinators . . . UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Overall Coordinators . . . . . . . . . . UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Morgan Stanley Asia Limited
46th Floor
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
The Hongkong and Shanghai Banking Corporation Limited
1 Queen’s Road Central, Hong Kong
Joint Global Coordinators . . . . . . UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 85 –


--- page 95 ---
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Morgan Stanley Asia Limited
46th Floor
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
The Hongkong and Shanghai Banking Corporation Limited
1 Queen’s Road Central, Hong Kong
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Macquarie Capital Limited
Level 23, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Joint Bookrunners . . . . . . . . . . . . UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Morgan Stanley Asia Limited
(Joint Bookrunner in relation to
Hong Kong Public Offering only)
46/F
International Commerce Centre
1 Austin Road West Kowloon
Hong Kong
Morgan Stanley & Co. International plc
(Joint Bookrunner in relation to
International Offering only)
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
The Hongkong and Shanghai Banking Corporation Limited
1 Queen’s Road Central, Hong Kong
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 86 –


--- page 96 ---
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Macquarie Capital Limited
Level 23, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Crédit Agricole Corporate and Investment Bank
28/F, Two Pacific Place
88 Queensway
Hong Kong
DBS Asia Capital Limited
73rd Floor, The Center
99 Queen’s Road Central
Hong Kong
Mizuho Securities Asia Limited
14-15/F, K11 Atelier
18 Salisbury Road
Tsim Sha Tsui
Kowloon
Hong Kong
Natixis Hong Kong Branch
Level 72, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Oversea-Chinese Banking Corporation Limited
9/F, Nine Queen’s Road
Central
Hong Kong
Societe Generale (incorporated in France with limited
liability)
34/F, Three Pacific Place
1 Queen’s Road East
Hong Kong
UOB Kay Hian (Hong Kong) Limited
6/F Harcourt House
39 Gloucester Road
Hong Kong
Joint Lead Managers . . . . . . . . . UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 87 –


--- page 97 ---
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Morgan Stanley Asia Limited
(Joint Lead Manager in relation to
Hong Kong Public Offering only)
46/F
International Commerce Centre
1 Austin Road West Kowloon
Hong Kong
Morgan Stanley & Co. International plc
(Joint Lead Manager in relation to
International Offering only)
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
The Hongkong and Shanghai Banking Corporation Limited
1 Queen’s Road Central, Hong Kong
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Macquarie Capital Limited
Level 23, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Crédit Agricole Corporate and Investment Bank
28/F, Two Pacific Place
88 Queensway
Hong Kong
DBS Asia Capital Limited
73rd Floor, The Center
99 Queen’s Road Central
Hong Kong
Mizuho Securities Asia Limited
14-15/F, K11 Atelier
18 Salisbury Road
Tsim Sha Tsui
Kowloon
Hong Kong
Natixis Hong Kong Branch
Level 72, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 88 –


--- page 98 ---
Oversea-Chinese Banking Corporation Limited
9/F, Nine Queen’s Road
Central
Hong Kong
Societe Generale (incorporated in France with limited
liability)
34/F, Three Pacific Place
1 Queen’s Road East
Hong Kong
UOB Kay Hian (Hong Kong) Limited
6/F Harcourt House
39 Gloucester Road
Hong Kong
Capital Market Intermediaries . . UBS AG Hong Kong Branch
52/F, Two International Finance Centre
8 Finance Street
Central
Hong Kong
CLSA Limited
18/F, One Pacific Place
88 Queensway
Hong Kong
Morgan Stanley Asia Limited
46th Floor
International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
The Hongkong and Shanghai Banking Corporation Limited
1 Queen’s Road Central, Hong Kong
China International Capital Corporation Hong Kong
Securities Limited
29/F, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Macquarie Capital Limited
Level 23, One International Finance Centre
1 Harbour View Street
Central
Hong Kong
Crédit Agricole Corporate and Investment Bank
28/F, Two Pacific Place
88 Queensway
Hong Kong
DBS Asia Capital Limited
73rd Floor, The Center
99 Queen’s Road Central
Hong Kong
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 89 –


--- page 99 ---
Mizuho Securities Asia Limited
14-15/F, K11 Atelier
18 Salisbury Road
Tsim Sha Tsui
Kowloon
Hong Kong
Natixis Hong Kong Branch
Level 72, International Commerce Centre
1 Austin Road West
Kowloon
Hong Kong
Oversea-Chinese Banking Corporation Limited
9/F, Nine Queen’s Road
Central
Hong Kong
Societe Generale (incorporated in France with limited
liability)
34/F, Three Pacific Place
1 Queen’s Road East
Hong Kong
UOB Kay Hian (Hong Kong) Limited
6/F Harcourt House
39 Gloucester Road
Hong Kong
Depositary . . . . . . . . . . . . . . . . . . JPMorgan Chase Bank, N.A.
8 Connaught Road
Chater House, 18/F
Central
Hong Kong
Legal Advisers to Our Company . As to Hong Kong and U.S. laws:
Simpson Thacher & Bartlett
35th Floor, ICBC Tower
3 Garden Road
Central
Hong Kong
As to Indonesian laws:
Assegaf Hamzah & Partners
Capital Place, Level 36 & 37
Jalan Jenderal Gatot Subroto Kav. 18
Jakarta 12710
Indonesia
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
– 90 –


--- page 100 ---
Legal Advisers to
the Joint Sponsors and
the Underwriters . . . . . . . . . . .
As to Hong Kong and U.S. laws:
Latham & Watkins LLP
18th Floor, One Exchange Square
8 Connaught Place
Central
Hong Kong
As to Indonesian laws:
Hiswara Bunjamin & Tandjung
Sudirman 7.8, Tower 1, 18th Floor
Jl. Jend. Sudirman Kav.7-8
Jakarta 10220
Indonesia
Legal Advisers to the Depositary . As to Hong Kong law:
Norton Rose Fulbright Hong Kong
38th Floor, Jardine House
1 Connaught Place
Central
Hong Kong
Reporting Accountant and
Independent Auditor . . . . . . . . .
BDO Limited
Certified Public Accountants
25th Floor
Wing On Centre
111 Connaught Road Central
Hong Kong
Competent Person . . . . . . . . . . . . PT Mining One Indonesia
Gedung Cibis Nine, Lantai 11 Suite 28
Jl. Simatupang No. 2, Kel. Cilandak
Timur, Kec. Pasar Minggu
Jakarta Selatan 12560
Indonesia
Industry Consultant . . . . . . . . . . . CRU International Limited
30 Raffles Place, #09-04
Singapore 048622
Receiving Bank . . . . . . . . . . . . . . Bank of China (Hong Kong) Limited
Bank of China Tower
1 Garden Road
Hong Kong
DIRECTORS, COMMISSIONERS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 101 ---
Registered Office . . . . . . . . . . . . . . . . . Treasury Tower, 67th Floor
District 8 SCBD Lot. 28
Jalan Jenderal Sudirman Kav. 52-53
South Jakarta 12190
Indonesia
Principal Place of Business in
Hong Kong . . . . . . . . . . . . . . . . . . . .
31/F, Tower Two, Times Square,
1 Matheson St, Causeway Bay, Hong Kong
Company’s Website . . . . . . . . . . . . . . . . https://merdekagoldresources.com
(The information contained in this website does
not form part of this prospectus)
Authorized Representative . . . . . . . . . . . Ms. Jessica Joanne Ruth
Treasury Tower, 67th Floor
District 8 SCBD Lot. 28
Jalan Jenderal Sudirman Kav. 52-53
South Jakarta 12190
Indonesia
Audit Committee . . . . . . . . . . . . . . . . . Mr. Heri Sunaryadi (Chairman)
Mr. Aria Kanaka
Mr. Atik Wijaksono Susanto
Nomination and Remuneration
Committee . . . . . . . . . . . . . . . . . . . .
Mr. Heri Sunaryadi (Chairman)
Mr. Santoso Kartono
Ms. Lilis Halim
Compliance Adviser . . . . . . . . . . . . . . . Somerley Capital Limited
20th Floor, China Building
29 Queen’s Road Central
Hong Kong
Principal Share Registrar . . . . . . . . . . . PT Datindo Entrycom
Jl. Hayam Wuruk No. 28,
Floor 2
Central Jakarta 10210
Indonesia
HDR Registrar . . . . . . . . . . . . . . . . . . . Computershare Hong Kong Investor
Services Limited
Shops 1712-1716, 17th Floor
Hopewell Centre
183 Queen’s Road East, Wan Chai
Hong Kong
CORPORATE INFORMATION
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--- page 102 ---
The information set out in this section and other sections of this Prospectus were extracted
from the CRU Report prepared by CRU, which was commissioned by us, and from various
official government publications and other publicly available publications. We engaged CRU
to prepare the CRU Report, an independent industry report, in connection with the Global
Offering. The information from official government sources has not been independently
verified by us, the Joint Sponsors, the Overall Coordinators, the underwriters, or any other
parties involved in the Global Offering, or any of our or their respective directors, officers, or
representatives, and no representation is given as to its accuracy.
SOURCE AND RELIABILITY OF INFORMATION
We have commissioned CRU, an Independent Third Party, to conduct a study of Global gold
and gold mining industry. We agreed to pay CRU a fee of US$70,000 for the preparation of
CRU Report, and our directors consider that such fee reflects market rates and are of the view
that the payment of the fee does not affect the fairness of conclusions drawn in CRU Report.
CRU offers business intelligence on the global metals, mining and fertilizer industries through
market analysis, price assessments, consultancy, and events. Since its foundation in 1969,
CRU has consistently invested in primary research and developed robust market assessment
methodologies. The consulting team of CRU has extensive experience acting as the Industry
Expert for IPOs, including in Hong Kong and for gold mining companies. The CRU brand
name is associated with integrity and independence and well regarded by the financial
community.
RESEARCH METHODOLOGY
During the preparation of the CRU Report, CRU has relied on data either developed
internally or obtained from the public domain. CRU regularly develops its own market
outlooks through its expert analysis team. Public domain data may include information
obtained from sources such as published corporate annual reports, trade data reported by
governments or independent research publications. Our Directors have confirmed that there
has been no adverse change in the market situation since the date of CRU Report which may
qualify, contradict, or have impact on the information of this section.
BASIS AND ASSUMPTION
CRU Report was compiled based on the following assumptions: (i) the global social and
political climate is not expected to have any major disruptions; (ii) global economies are
expected to maintain steady growth trajectories in the forecast period; (iii) the commodity
discussed in the CRU Report performs according to general economic theory.
INDUSTRY OVERVIEW
– 93 –


--- page 103 ---
ANALYSIS OF THE GLOBAL GOLD INDUSTRY
Introduction
Gold is a highly corrosion-resistant precious metal. Demand for gold generally comes from
fabricator and investments. Due to its relative scarcity and stable properties, gold has long
been used in human history as a form of money and as store of value, making it a
conventional option for investment. It is a highly desirable financial asset among investors
who use it to diversify portfolios, hedge against inflation and protect themselves from
economic downturns when gold acts as a safe-haven store of value. Due to its excellent
stability, malleability and ductility, gold is used to produce jewellery and dental work. Its high
thermal and electricity conductivity also make it popular in the industrial and electronic
sectors.
The gold value chain
Scrap
Electronic
goods
Jewellery
Cu/Pb
smelter
Precious
metal refinery
Doré bar
Au
Concentrate
Leaching &
gold recovery
plant*
Concentrator
Ore mining
Forms
Metal
End-
users
Investment
Fabrication
Main source
Pr
ocess
Intermediate product
Semi-finished/finished product
Downstream market
SOURCE: CRU
Gold is obtained from either mined ore or recycled scrap. Gold ores are usually crushed and
ground for further processing. After crushing and grinding, there are various ways to extract
and process gold depending upon its mineralogy via:
• Cyanidation , which is the most common extraction method. Gold is dissolved in dilute
cyanide solution with lime and oxygen, then recovered via zinc cementation or activated
carbon adsorption.
• Combinations of pressure oxidation, roasting and chlorination . This method is used for
refractory ores, such as sulphide and carbonaceous ores, which are not applicable to
direct cyanide leaching.
• Amalgamation : This method alloys gold particles with metallic mercury to extract
coarser gold (>30 microns in diameter).
• Heap leaching : This method was introduced in 1970s for coarse gold ores, has a lower
cost but significantly slower processing time.
INDUSTRY OVERVIEW
– 94 –


--- page 104 ---
GOLD MINERAL RESERVES
According to the 2026 US Geological Survey (USGS) Minerals Commodities Summaries,
global mine reserves for gold, in terms of contained gold metal, were estimated to be 2,109.1
Moz (65,600 tonnes). Large gold reserves are concentrated in a few countries, with the top 6
ranking countries, responsible for more than half (61.0%) of all gold reserves. Australia holds
the largest reserves and accounts for 19.8% of the global total at 418.0 Moz (13,000 tonnes)
followed closely by Russia at 18.3% or 385.8 Moz (12,000 tonnes) of the global total. South
Africa places third with sizable deposits of 160.8 Moz (5,000 tonnes), comprising 7.6% of the
global total. In Asia, Indonesia holds the highest reserves at 115.7 Moz (3,600 tonnes) or 5.5%
of the global reserves. In the Americas, Canada has the largest reserves at 102.9 Moz (3,200
tonnes), accounting for approximately 4.9% of the global total.
Global gold mineral reserves by country, 2025, Moz
0
50
100
150
200
250
300
350
400
450
Australia Russia
South Africa
IndonesiaCanada China USA Brazil
Kazakhstan
Peru
Uzbekistan
Mexico Ghana Others
418.0
385.8
160.8
115.7 102.9 102.9 96.5 80.4 73.9 70.7 70.7
45.0 32.2
353.7
SOURCE: USGS, Mineral Commodity Summaries, February 2026 (Reserves in terms of ‘contained metal’).
GOLD DEMAND
G
old mainly has two types of demand in the forms of fabrication and investment, due to its
dual qualities of usage in both consumer and industrial applications and as an investment
asset.
• Fabrication demand – Fabrication gold demand can be categorized by end user sectors.
Fabrication gold demand is highly dependent on the macro economy and gold prices.
Higher fabrication gold demand is usually seen during a recovering global economy,
while lower fabrication gold demand is found during times of uncertainty as it is
replaced by investment in gold as a safe-haven asset.
• Investment demand – Gold serves as a highly desired alternative financial asset and is
popular among global investors given its quality to store value. Investors use gold to
diversify their portfolios, hedge against inflation and protect themselves from economic
downturns when gold acts as a safe-haven store of value.
Gold demand is expected to shift from fabrication-led to a more balanced mix with investment
demand rising in the medium term. In 2020, investment and fabrication demand were similar
as Covid-19 led to economic uncertainty and resulted in increased investment demand. From
2021 to 2024, gold demand was dominated by fabrication demand as economies reopened and
gradually recovered which also saw a spike in jewellery demand. Concurrently, investment
demand fell as higher interest rates and rising real yields increased the opportunity cost of
holding non-yielding gold.
In the medium term from 2026 to 2029, investment demand is expected to be greater than
fabrication demand. This comes amidst a declining interest rate, inflation expectations and
geopolitical uncertainty. Lower real interest rates reduce the opportunity cost of holding
non-yielding assets like gold, making gold more attractive relative to bonds and cash while
rising expectations for sustained inflation increases demand for gold as an inflation hedge.
INDUSTRY OVERVIEW
– 95 –


--- page 105 ---
Global gold demand by type, 2020 – 2030E, Moz
0
20
40
60
80
100
120
140
160
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Investment Demand Fabrication Demand
64.6
29.5 29.8 35.1 47.4 58.1 74.6 81.0 81.5 76.2 71.0
66.4
91.8 90.7 90.8
81.4 69.8
60.8 56.5 56.9 60.1 63.8
SOURCE: CRU, Industry Associations
Total fabrication demand of gold equaled 66.4 Moz (2,066 tonn es) in 2020 due to the drop in
demand from the jewellery sector. However, fabrication demand rebounded quickly and
fluctuated between 81 – 92 Moz (2,519 – 2,862 tonnes) from 2021 to 2024. In the medium term,
fabrication demand is expected to drop below 2020 levels and fluctuate between 56 – 69 Moz
(1,757 – 2,171 tonnes).
From 2024 to 2027, fabrication demand is expected to decline as heightened geopolitical
tensions and tariffs could increase investment demand, supporting higher prices; higher prices
are likely to suppress price-sensitive jewellery demand. From 2028 to 2030, moderate growth
of fabrication demand is expected as gold price gradually declines to restore jewellery
affordability alongside slight growth in electrical demand due to AI-driven electronics and
device upgrade cycles. However, this recovery is expected to remain modest.
Global fabricated gold demand by end use sectors, 2020 – 2030E, Moz
0
10
20
30
40
50
60
70
80
90
100
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Jewellery Electrical Coins Medals & Imitation coins Dental Industry Other Fabrication
45.0
69.1 67.1 67.9 60.4
49.6 41.2 37.3 37.5 40.7 44.4
8.2
9.0 8.3 8.0
8.7
8.7
8.5 8.4 8.4 8.5 8.7
9.3
9.1 10.3 9.4
6.5
5.5
5.0 4.7 4.9 4.8 4.7
SOURCE: CRU, Industry Associations
On a regional level, China and India have been the two largest c onsumer countries for gold
fabrication and consumed around 13.6 Moz (421.8 tonnes) and 11.9 Moz (370.8 tonnes) of
global gold fabrication respectively in 2020. Though global fabrication demand was low in
2020 due to Covid-19 disruptions, it quickly recovered with India overtaking China to lead in
gold fabrication demand in 2021 at 22.1 Moz (687.0 tonnes). Majority of this came from
India’s jewellery sector which recorded its peak of 19.6 Moz (610.9 tonnes) in 2021.
Although global fabrication demand fell back to 2020-levels in 2025, India maintained its lead
as the largest gold fabrication consuming country in the world at 24.9% of global fabrication
demand, closely followed by China accounting for around 17.0%. North America and Western
Europe combined accounted for around 16.9% of global demand for gold fabrication in 2025.
Looking forward, India and China are expected to maintain their dominance in gold
fabrication demand at a combined 42.5% by 2030.
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Global fabricated gold demand by major countries/regions, 2020 – 2030E, Moz
0
10
20
30
40
50
60
70
80
90
100
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
11.9
22.1 21.6 21.0
21.2
17.4 15.2 14.3 14.1 15.0 16.2
13.6 22.0 18.7 20.6
15.7 11.9 9.6 8.5 9.1
9.9 10.9
8.6
11.1 10.8 10.7
9.4
8.5
7.8 7.4 7.3 7.4 7.6
4.6
5.1 5.4 4.2
3.7
3.4
3.1 2.9 2.9 3.0 3.0
China India North America Western Europe Turkey Japan Indonesia Other
SOURCE: CRU, Industry Associations
The difference between gold supply and fabrication demand fo rms the fundamental market
balance, which is assumed to be absorbed by the market as investment demand. Investment
demand is impacted by various factors related to the macro economy, including inflation,
interest rates, the U.S. dollar, investment portfolio, debts, central bank holdings and other
monetary policies. In 2025, the investment demand of gold equalled 58.1 Moz (1,806.5
tonnes).
This comes amidst continued geopolitical risks (Russia-Ukraine war, Israel-Iran conflict)
which has contributed to global uncertainty and an influx towards gold as a safe-haven asset.
Another factor is that central banks, led by China, have also been buying more gold to
decrease their exposure to American policy decisions and diversify away from US dollars.
Additionally, gold demand in 2025 increased at a faster pace than mined gold supply, which
tends to be more inelastic and responds at a slower pace. As a result, the increase in gold
demand along with the speed it increased at led to the spike in gold prices in 2025.
CRU forecasts the investment demand of gold to peak at 81.0 Moz (2,518.5 tonnes) in 2028.
Plateauing interest rates and inflation are expected to reduce interest in gold as an asset post
2028. However, investment demand levels are projected to remain higher than pre-pandemic
levels as gold’s status as a safe-haven asset remains strong.
Net investment demand of gold, 2020 – 2030E, Moz
0
10
20
30
40
50
60
70
80
90
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
64.6
29.5 29.8
35.1
47.4
58.1
74.6
81.0 81.5
76.2
71.0
SOURCE: CRU
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GOLD SUPPLY
In 2020, global gold supply equalled 136.7 Moz (4,396.1 tonnes). Supply increased by 5.5 Moz
(175.8 tonnes) in 2025, mainly because of mine production increasing over the last five years.
Global supply is forecast to increase further in the medium term, peaking at 149.2 Moz
(4,797.6 tonnes) in 2027 and then falling to 144.8 Moz (4,655.0 tonnes) in 2030. Overall,
global gold supply is anticipated to rise at a small CAGR of 0.4% between 2025 and 2030.
It should be noted that the global gold supply includes mine production and scrap supply only
and official sector (central banks) and producer net de-hedging have been excluded from the
calculation.
Global gold supply, 2020 – 2030E, Moz
0
20
40
60
80
100
120
140
160
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Mine Production Scrap Supply
94.6 95.3 97.2 97.4 97.8 96.9 102.0 101.6 99.7 95.0 90.8
42.1 37.0 37.3 40.7 44.4 45.3 46.3 47.6 49.0 51.1 54.0
SOURCE: CRU
In 2025, gold from mine production formed the largest share of supply, equalling 96.9 Moz
(3,013.0 tonnes). Scrap supply is also a significant contributor to the global gold supply,
contributing 45.3 Moz (1,410.0 tonnes) in 2025. The official sector (central banks) remained a
net buyer in 2025, decreasing overall supply by 12.2 Moz (380.5 tonnes) as gold bought is
typically stored in vaults and removed from the circulating supply of gold on the market,
while the effect of producer net de-hedging decreased supply by 2.1 Moz (65.0 tonnes).
Global net gold supply breakdown, 2025, Moz
160
140
120
100
80
60
40
20
0
Mine Production Scrap Supply Official sector* Net de-hedging Total Net Supply
96.9
45.3
-12.2 -2.1
127.9
Increase Decrease Total
SOURCE: CRU
Note: * Official sector refers to official sector net sales.
Mine production is the largest contributor to gold supply. As ia is the world’s largest mined
gold producing region, estimated to account for 25.0% of total mine production, 24.2 Moz
(753.8 tonnes) in 2025. The single largest contributing country in the world is China, which
produced 12.2 Moz (380.7 tonnes) of mined gold or 12.6% of the global total in 2025. Aside
from China, Uzbekistan and Kazakhstan were the next largest contributing countries in Asia,
supplying 4.0 Moz (128.5 tonnes) and 2.3 Moz (73.6 tonnes) respectively in 2025.
Outside Asia, Africa is the second largest mined gold producing region comprising 18.7% of
global supply in 2025, with North America closely following it at 17.3%.
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Global mined gold supply by major regions in 2020, 2025 and 2030E, % of total
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Other Asia Africa North America
Central and South America Australasia Europe
Indonesia
2025E
2020
2030E 23.4%
23.0%
22.7%
15.8%
18.7%
19.4%
14.5%
17.3%
16.5%
15.6%
15.0%
13.2%
11.2%
13.0%
13.5%
16.2%
11.1%
11.9%
3.4%
2
.0%
2.9%
SOURCE: CRU
Global mined gold supply by major countries, 2020 – 2030E, Moz
0
20
40
60
80
100
120
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
10.5 10.1 10.1 9.8 9.5 10.2 10.5 9.8 9.4 8.2 7.8
11.8 10.7 12.0 12.1
12.1 12.2 11.7 11.5 11.4 11.6 11.6
9.9 10.1 10.0 9.7 10.3 9.2 10.3 10.1 11.1 12.9 12.9
5.9 6.2 6.6 6.4 6.4 7.4 8.1 8.4 8.1 7.6 7.0
China Australia Russia Canada USA Indonesia Other
SOURCE: CRU
GOLD PRICES
N
ominal gold prices have been on the rise since 2020 due to the uncertainty caused by the
Covid-19 pandemic as investors sought to purchase more gold. Traditionally, gold prices have
an inverse relationship with interest rates, rising when interest rates fall and falling when
interest rates rise which matched the trend from 2020 to 2022. From 2022 onwards, gold prices
have continued to climb and remained elevated since.
The nominal price of gold was $3,431/oz in 2025 and is forecasted to increase to $5,566/oz by
2030. In real 2026 price terms
1, this represents an increase to $5,150/oz. The forecasted
increase in gold prices is mainly due to persistent macroeconomic and geopolitical events,
including declining interest rate, continued central bank buying, persistent geopolitical
uncertainties, the rising share of gold in global investment portfolio and inelastic gold supply.
1) Declining interest rate : Historically, lower or negative real interest rates reduce the
opportunity cost of holding non-yielding assets like gold, making gold more attractive
relative to bonds and cash. Looking forward, the anticipation of further Federal
Reserve interest rate cuts is expected to drive real interest rates lower in the US,
reducing yields of interest-bearing assets and making gold a more attractive asset.
1 Real price is the nominal price adjusted for inflation. Here the real price is adjusted using 2026 as base year.
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2) Inflation expectations : Historically, gold has consistently been viewed as an inflation
hedge during periods of unanchored inflation expectations. With recent expectations of
sustained inflation in the near future, gold’s appeal as an inflation hedge is likely to
increase. If market price is persistently above-target inflation, investors are likely to
sustain their demand for gold as a store of purchasing power, reinforcing the forecast of
continued price appreciation.
3) Rising Central Bank buying : Central banks have been net buyers of gold since 2010,
reducing the total net supply of gold available in the market. Looking forward, central
banks continue to have strong gold demand particularly from emerging markets
diversifying away from the US dollar as they view gold as a stable store of value and
seek to reduce their exposure to US policies. This is likely to persist in the reduction of
total net supply of gold in the market, leading to rising gold prices.
4) Geopolitical uncertainty : Geopolitical shocks have historically triggered safe-haven
flows into gold, with prices responding most strongly during the buildup of uncertainty.
Geopolitical volatility continues to become entrenched. The fragmentation of global
power, ongoing conflict flashpoints, and an increasingly multipolar world order are
reinforcing investor appetite for politically neutral safe-haven assets. With bonds
offering limited protection and equities increasingly exposed to policy shocks, gold is
increasingly seen not merely as an inflation hedge, but as protection against systemic
instability due to its durability, neutrality and immunity to political risk.
5) Investment flows : Gold’s small share of global portfolios means even marginal
allocation increases generate demand shifts that exceed supply growth, historically
amplifying price moves. Although gold currently plays a small proportion in global
investment portfolios, gold continues to gain popularity as an investment portfolio
diversifier. This means that even small percentage changes in portfolio allocation can
lead to significant demand changes that are greater than supply changes, supporting
continued price appreciation.
6) Supply bottleneck : Gold mine supply has been historically highly inelastic, with long
lead times required to bring new mines into production. This is likely to be
supplemented by ore grade declines which further constrain supply responses and limit
the gold industry’s ability to respond quickly to higher prices. This means that demand
increases are more likely to translate to higher prices instead of rapid production
growth.
It should be noted that past performance is not indicative of future results, as gold prices are
volatile. This forecast does not constitute an investment advice.
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Gold price historical and forecast, 2020 – 2030E 2, US$/oz
0
1,000
2,000
3,000
4,000
5,000
6,000
7,000
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Nominal price Real price, 2026 basis
SOURCE: CRU
NOTE: Nominal price refers to the actual unadjusted price while the real price is the nominal price adjusted for
inflation. Here the real price is adjusted using 2026 as base year.
CAGR table of gold price historical and forecast, 2020 – 2030E
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Nominal . . . . . . . . 1,766 1,799 1,800 1,941 2,386 3,431 4,900 5,659 6,061 5,830 5,566
Real, 2026 . . . . . . . 1,983 1,982 1,945 2,055 2,479 3,498 4,900 5,550 5,830 5,500 5,150
Nominal (y-o-y %) . . 1.8 0.1 7.8 23.0 43.8 42.8 15.5 7.1 -3.8 -4.5
Real, 2026 (y-o-y %) . -0.1 -1.9 5.7 20.6 41.1 40.1 13.3 5.0 -5.7 -6.4
SOURCE: CRU
GOLD INDUSTRY IN INDONESIA
I
ndonesia demand and supply
Demand
CRU estimated that Indonesia fabrication demand was 1.2 Moz, or 1.8% of global fabrication
demand in 2025. Jewellery was the largest consuming sector in Indonesia in 2025, accounting
for 66.7% of total fabricated gold demand.
Indonesia fabricated gold demand by end uses, 2020 – 2030E, Moz
0.00
0.20
0.40
0.60
0.80
1.00
1.20
1.40
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Jewellery Electrical Coins Medals & Imitation coins Dental Industry Other Fabrication
CAGR (2025 – 2030): 1.2%CAGR (2020 – 2025): 3.1%
SOURCE: CRU
2 Real price is the nominal price adjusted for inflation. Here the real price is adjusted using 2026 as base year.
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Between 2025 and 2030, Indonesia’ fabricated gold demand is expected to grow at a CAGR of
1.2% to 1.3 Moz in 2030. Jewellery is expected to continue to be the main driver of this
demand averaging 54% of total demand during this period. Demand from the electrical sector
is likely to surpass demand for coins due to Indonesia’s large and growing consumer
electronics market with high demand for appliances and smartphones.
Supply
Indonesia is the third largest gold mine producing country in Asia, supplying an estimated 2.2
Moz in 2025 and accounting for 2.2% of global supply. Supply in Indonesia has historically
been concentrated, with the top 3 suppliers contributing ~64% of Indonesia’s 2.2 Moz mined
gold supply in 2025. However, the top 3 companies’ dominance of Indonesia mined gold
supply will drop by 2030 given Pani will become the largest primary gold mine in Indonesia
with Pani reaching a production scale at 505 koz in 2030. This increase of total global mined
supply in Indonesia is also supplemented by the opening of a copper-gold mine, scheduled to
become operational in 2028 and forecasted to add ~498 koz of gold production by 2030 .
Key business drivers in Indonesia
Gold sales in Indonesia are driven by a combination of cultural, macroeconomic, and
commercial forces. Firstly, gold is the most widely held investment after savings accounts
among Indonesian households. This is because households associate gold with security,
liquidity, and long-term value preservation, with emergency savings, retirement, and
inheritance among the primary motivations for ownership. This has created a structurally
resilient demand base in Indonesia.
Secondly, the formalisation of bullion banking has been the most significant structural
catalyst. Pegadaian and Bank Syariah Indonesia (BSI), launched as Indonesia’s first licensed
bullion banks in February 2025 under OJK Regulation No. 17/2024, have rapidly grown the
formal gold customer base by allowing customers to trade gold-backed financing easily. The
bullion banks are expected to help build a gold-based industrial ecosystem and thereby reduce
dependence on foreign gold markets and maximize the use of domestic gold. This is likely to
incentivise domestic gold sales as there is an established market for businesses to sell their
gold to.
ANALYSIS OF THE GLOBAL SILVER INDUSTRY
Silver is a malleable and ductile precious metal that has been in use for thousands of years as
currency and as jewellery. Today, silver serves the dual purpose of being an asset for
investment as well as a necessary metal in several industries. Silver can be obtained not only
from primary silver mines, but also as a by-product of copper, gold, lead, zinc and other
polymetallic mining operations. The largest share of silver is supplied from copper mines,
followed by lead/zinc mines.
Demand
Silver mainly has two types of demand in the forms of fabrication and investment, due to its
dual qualities of usage in both consumer and industrial applications and as an investment
asset. Total fabrication demand in 2025 equalled 1,028.4 Moz and is expected to fall steadily
at a CAGR of 1.9% till 2030, reaching 932.1 Moz.
Global fabricated silver demand by end use sectors, 2020 – 2030F, Moz
0
200
400
600
800
1,000
1,200
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
228.3
78.4 99.6
132.3 185.4 208.4 197.7 174.3 163.4 158.1 144.8 122.0
257.5
233.8
284.3 333.6
228.7
297.7
226.9
291.5
231.8 219.8
278.0 263.7
212.0
259.4
214.2
253.5
215.2
250.9
219.0
248.4
222.5
116.2
132.6
122.0 107.0 98.4 87.1 84.5 86.2 88.7 89.7 91.1
75.2
76.9
75.5 75.9 76.8 74.8 73.9 75.5 76.5 78.6 80.8
Jewellery / S’ware Electr -ical / -onics Photovoltaics Coins & Medals
Brazing alloys/Solders Photography Other fabrication
SOURCE: CRU
Jewellery and silverware formed the largest end use sector fo r silver, accounting for 27% of
total fabrication demand in 2025. Demand for this sector equalled 257.5 Moz in 2020 amidst
the Covid-19 pandemic and is expected to decline to 248.4 Moz by 2030.
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The electrical and electronics sector is the second largest consumer, comprising 21% of
fabrication demand in 2025. CRU expects that the demand for silver in this sector will grow
steadily due to increased use in semiconductors and chips, especially with the roll out of new
age technologies such as the Internet of Things (IoT) and electric vehicles. Demand is forecast
to grow modestly from 219.8 Moz in 2025 to 222.5 Moz in 2030. Other end-use sectors include
use in photovoltaics, which accounted for 19% of total demand in 2025. CRU forecasts that
the use of silver in photovoltaics will decline at a CAGR of 9.2% from 2025 to 2030.
The above ground stocks of silver are far greater than an individual year’s supply and
fabrication demand. As such, the fundamental market balance, that is the difference between
the two, is regarded as the net investment demand of silver in a year. This net demand is
assumed to be absorbed by the larger above ground market stocks.
The silver market has been in fundamental deficit since 2017, resulting in a net negative
investment demand for the metal. The deficit was 34.4 Moz in 2025 and is forecasted to decline
to 25.7 Moz in 2030. This means that the net interest in silver investments is expected to
increase in the upcoming years as the supply of silver shifts away from fabricated uses. It
should be noted, however, that while jewellery, silverware and coins and medals are a part of
fabrication demand, these are often purchased by individual investors as assets that store
value over years and can be considered ‘investments.’
Net Investment demand of silver, 2020 – 2030E, Moz
-120
-100
-80
-60
-40
-20
0
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
-15.1
-45.4
-100.1 -100.0
-93.2
-34.4
-1.1 -3.5 -6.8
-37.6
-25.7
SOURCE: CRU
Supply
T
he total supply of silver hit its peak of 994.0 Moz in 2025 and CRU forecasts that it will
gradually decline to 906.4 Moz in 2030, decreasing at a CAGR of 1.8% from 2025 to 2030.
Net global silver supply, 2020 – 2030E, Moz
0
200
400
600
800
1,000
1,200
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Mine Output Recycled Scrap
813.9 836.2 842.5 839.5 856.4 855.8 831.2 818.4 806.6 767.2 761.4
124.8 131.1 130.3 133.0 136.0 138.2 141.1 141.6 142.7 143.9 145.0
SOURCE: CRU
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There are two main sources of silver: mine production and recycled supply. The former forms
the larger share of the two, accounting for 86% of total supply at 855.8 Moz in 2025. CRU
forecasts mine supply to fall steadily to 761.4 Moz by 2030 with grade depletion, rising costs,
and mine closures weighing heavily on production.
Recycled silver supply is influenced by mainly short-term factors, the most important of
which is movement in silver prices. When the silver price rises, owners of old and unwanted
jewellery have a higher incentive to sell. The same holds true for silver used for industrial
purposes, such as electrical contacts in electronic equipment – a rise in the silver price will
increase the incentive for the metal to be recovered. With rising prices in the medium term,
recycled supply of silver is forecast to grow modestly, from 138.2 Moz in 2025 to 145.0 Moz in
2030.
Silver Prices
The global price benchmark for silver is set by the London Bullion Market Association
(“LBMA ”) and recorded daily. These prices are then used as benchmarks for the majority of
silver trading activity globally. Silver prices are affected both by its industrial demand and as
its perception as a safe-haven asset.
Silver price historical and forecast, 2020 – 2030E, US$/oz
2020 2021 2022 2023 2024 2025 2026E 2027E 2028E 2029E 2030E
Nominal . . . . . . . . 20.55 25.14 21.72 23.35 28.27 40.02 83.00 77.49 72.77 78.44 76.73
Real, 2026 . . . . . . . 23.29 27.96 23.69 24.96 29.49 40.80 83.00 76.00 70.00 74.00 71.00
Nominal (y-o-y %) . . 22.3 -13.6 7.5 21.1 41.6 107.4 -6.6 -6.1 7.8 -2.2
Real, 2026 (y-o-y %) . 20.0 -15.3 5.4 18.1 38.4 103.4 -8.4 -7.9 5.7 -4.1
SOURCE: CRU
NOTE: Nominal price refers to the actual unadjusted price while the real price is the nominal price adjusted for
inflation. Here the real price is adjusted using 2026 as base year.
Silver prices have been on the rise in recent years, with nomin al prices rising from $20.55/oz in
2020 to $28.27/oz to 2024 though there was a slight dip in 2022. The nominal silver price in
2025 was $40.02/oz. CRU anticipates that silver prices are expected to stay elevated and
volatile supported by strong investor appetite but tempered by mounting industrial
headwinds. Like gold, silver is being revalued not just as an inflation hedge, but as protection
against systemic fragility which includes deglobalization, sovereign debt stress, and eroding
confidence in fiat currencies. With the Fed expected to cut rates through 2026, and potential
political pressure mounting for even looser policy, the dollar faces renewed downside risk,
reinforcing silver’s safe-haven appeal.
COMPETITIVE LANDSCAPE
The ranking and competitiveness analysis only covers producing primary gold mines
3 as 1)
Pani is a primary gold mine and started operations in Q1 2026; 2) Only producing assets are
included as it generally takes a long time to have a mine from discovery to production. This
benchmarking approach helps to map Pani’s position in a reasonable scale, which is widely
accepted in the industry practice. 2026 and 2030 are selected as benchmark years for Pani to
fully capture the evolving competitiveness position of Pani against domestic and overseas
peers during its ramp-up.
Pani’s competitive advantage of mining from the mountain top allows it to access gold ore
earlier with lesser pre-strip mining and a lower strip ratio compared to other gold mines,
shortening the time required for Pani to reach steady-state production. This also reduces
waste movement per ton of ore in the early stages and improve early cash flow. Additionally, a
higher topographic position can also lead to shortened haul distances as waste dumps,
crushers and stockpiles can be placed closer to the mine. Lastly, mining from the mountain
top is likely to reduce groundwater inflows compared to low-lying pits.
3 Primary gold mines are defined as mines where >50% of their total revenue is generated by the sales of gold.
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Pani also has a competitive recovery rate (HL: 82% and CIL: 92%) comparing to the industry
average recovery rate 4. The recovery rates typically vary by ore type and plant design in the
market. For heap leach (HL) processing, the average recovery rate is ~73%. For
carbon-in-leach (CIL), the average recovery rate is ~90%. For Pani, a HL processing recovery
rate of 82% and a CIL processing recovery rate of 92% is above the industry average.
RESOURCE & RESERVES
As of 2025, Pani is ranked as the largest primary gold mine on Mineral Resources and
Reserves basis in Indonesia. Among Indonesian gold mines that adopt open-pit production,
Pani is estimated to have the lowest average strip ratio (~0.7:1) across the production period in
which CRU tracks on.
Gold resources & reserves, Pani vs. Indonesia primary gold producing mines, 2025
No Mine Mineral resources, Moz Ore reserves, Moz Mining type Processing method Strip ratio*
1 Pani 7.00 5.20 Open-pit Phase I: HL;
Phase II: CIL
~0.7:1**
2 Mine A
(1)
7.00 0.86 Underground CIL N/A
3 Mine B
(2)
5.53 3.89 Open-pit CIL ~4.5:1
4 Mine C
(3)
1.31 0.53 Open-pit HL ~1.1:1
5 Mine D
(4)
0.92 0.43 Open-pit HL ~1.0:1
6 Mine E
(5)
0.65 0.17 Underground CIL N/A
SOURCE: CRU, PT Merdeka Gold Resources, companies’ Annual Reports, JORC standard. *. Carbon-in-leach (CIL),
Heap leach (HL)
Note: * average strip ratio across the historic & forecast production years. N/A for underground production or
non-disclosed information.
(1) Mine A is owned by an Indonesian gold mining and processing operator. The company is not publicly traded
on any stock exchange.
(2) Mine B is owned by an Indonesian gold mining company that is listed on the Indonesia Stock Exchange (IDX).
(3) Mine C is owned by an Indonesian mining company that is listed on the Indonesia Stock Exchange (IDX).
(4) Mine D is owned by an Indonesian gold mining company that is listed on the Indonesia Stock Exchange (IDX).
(5) Mine E is owned by an Indonesian gold mining company that is listed on the Indonesia Stock Exchange (IDX).
Life-of-Mine (LOM) is a critical factor indicating a mine’s a
 bility to generate revenue on a
continuous basis. Among all Indonesian mines, Pani has the longest LOM (15 years) with
potential for future mine life extensions. Pani also secured the longest license period, with the
Contract of Work (CoW) expected to expire in early 2049.
Life-of-mine and Remaining license period of Indonesian primary gold producing mines in 2025
No Mine LOM* (yrs) As of Jan 2026 Remaining license period (yrs)
1 Pani 15 23
2 Mine A 10 3
3 Mine B 9 15
4 Mine C 9 8
5 Mine D 4 4
6 Mine E 2 4
SOURCE: CRU, PT Merdeka Gold Resources, public company reports.
Note: * LOM estimates are based on current mine plans and reserve estimates, and are subject to change based on
future exploration, economics and operational factors.
Regionally, Pani is ranked as the 5th/4th largest primary gol d mine on Mineral Resources and
Reserves basis in Asia.
4 Industry average recovery rate: This is based on the average of current operating mines
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Gold resources & reserves, Pani vs. Asian major primary gold producing mines, 2025
No Mine Country Mineral resources, Moz Ore reserves, Moz Mining type Processing method
1 Mine F
(1)
Uzbekistan 96.90 47.00 Open-pit HL
2 Mine G
(2)
Kazakhstan 12.41 9.97 Open-pit & underground Flotation
3 Mine H
(3)
Kyrgyzstan 12.27 7.64 Open-pit & underground CIL
4 Mine I
(4)
Saudi Arabia 7.36 4.50 Open-pit CIL
5 Pani Indonesia 7.00 5.20 Open-pit Phase I: HL;
Phase II: CIL
6 Mine B Indonesia 5.53 3.89 Open-pit CIL
7 Mine J
(5)
Armenia 5.03 2.35 Open-pit HL
8 Mine K
(6)
Philippines 3.83 1.43 Open-pit CIL
SOURCE: CRU, PT Merdeka Gold Resources, companies’ Annual Reports, JORC standard. Carbon-in-leach (CIL),
Heap leach (HL)
Note:
(1) Mine F is operated by a state-owned mining company in Uzbekistan. The company is not publicly traded on
any stock exchange.
(2) Mine G is owned by a Kazakhstani mining company that is listed on the Astana International Exchange (AIX).
(3) Mine H is owned by a state-owned mining company in Kyrgyzstan. The company is not publicly traded on any
stock exchange.
(4) Mine I is owned by a Saudi Arabian mining company that is listed on the Saudi Exchange (Tadawul).
(5) Mine J is owned by an Armenian mining company. The company is not publicly traded on any stock exchange.
(6) Mine K is owned by a Canadian mining company that is listed on the Toronto Stock Exchange (TSX), New
Y ork Stock Exchange (NYSE) and Namibian Stock Exchange (NSX).
On a regional basis, Pani has the 4th longest LOM (15 years) amo
 ng Asia’s major primary
gold producing mines.
Life-of-mine of Pani vs Asian major primary gold producing mines
No Mine Country As of January 2026 LOM* (yrs)
1 Mine F Uzbekistan 30
2 Mine G Kazakhstan 28
3 Mine H Kyrgyzstan 17
4 Pani Indonesia 15
5 Mine J Armenia 12
6= Mine D Indonesia 9
6= Mine B Indonesia 9
8 Mine I Saudi Arabia 8
SOURCE: CRU, PT Merdeka Gold Resources, public company reports.
Note: * LOM estimates are based on current mine plans and reserve estimates, and are subject to change based on
future exploration, economics and operational factors.
On a global basis, Pani is ranked as the 12th/11th largest prim ary gold mine on Mineral
Resources and Reserves basis compared to other major primary gold producing mines.
Gold resources & reserves, Pani vs. Global major primary gold producing mines, 2025
No Mine Country Mineral resources, Moz Ore reserves, Moz Mining type Processing method
1 Mine F Uzbekistan 96.90 47.00 Open-pit HL
2 Mine L
(1)
Russia 55.00 30.70 Open-pit BIONORD
3 Mine M
(2)
Australia 38.90 14.40 Open-pit & underground CIL
4 Mine N
(3)
United States 34.30 15.00 Open-pit & underground HL
5 Mine O
(4)
Russia 24.00 11.20 Open-pit CIL
6 Mine P
(5)
Canada 22.50 19.10 Open-pit CIP
7 Mine Q
(6)
Papua New Guinea 20.40 15.80 Open-pit CIL
8 Mine R
(7)
United States 14.40 8.30 Open-pit & underground HL & CIL
9 Mine S
(8)
Canada 13.09 7.50 Open-pit & underground CIP
10 Mine T
(9)
United States 12.50 8.90 Open-pit & underground HL & CIL
11 Mine U
(10)
D.R. Congo 8.23 4.60 Open-pit & underground CIL
12 Pani Indonesia 7.00 5.20 Open-pit Phase I: HL;
Phase II: CIL
SOURCE: CRU, PT Merdeka Gold Resources, companies’ Annual Reports, JORC standard. Carbon-in-leach (CIL),
Heap leach (HL), Carbon-in-pulp (CIP).
Note:
(1) Mine L is owned by a Russian mining company that is listed on the Moscow Exchange (MOEX).
(2) Mine M is owned by an Australian mining company that is listed on the Australian Securities Exchange (ASX).
(3) Mine N is operated by a joint venture whose partners are publicly listed on the New Y ork Stock Exchange
(NYSE) and the Toronto Stock Exchange (TSX).
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(4) Mine O is owned by a Russian mining company that is listed on the Moscow Exchange (MOEX).
(5) Mine P is owned by a Canadian company that is listed on the Toronto Stock Exchange (TSX) and New Y ork
Stock Exchange (NYSE).
(6) Mine Q is owned by an American company that is listed on the New Y ork Stock Exchange (NYSE) and
Australian Securities Exchange (ASX).
(7) Mine R is operated by a joint venture whose partners are publicly listed on the New Y ork Stock Exchange
(NYSE) and the Toronto Stock Exchange (TSX).
(8) Mine S is jointly owned and operated by 2 mining companies which are listed on New Y ork Stock Exchange
(NYSE) and the Toronto Stock Exchange (TSX).
(9) Mine T is majority-owned and operated by a publicly listed company on the New Y ork Stock Exchange
(NYSE) and the Toronto Stock Exchange (TSX).
(10) Mine U is operated by a joint venture whose partners are listed on the New Y ork Stock Exchange (NYSE) and
the Toronto Stock Exchange (TSX).
On a global basis, Pani has the 9th longest LOM (15 years) among the world’s major primary
gold producing mines.
Life-of-mine of Pani vs Global major primary gold producing mines
No Mine Country As of January 2026 LOM* (yrs)
1 Mine F Uzbekistan 30
2 Mine P Canada 27
3 Mine V
(1)
Ghana 24
4 Mine T United States 21
5 Mine W
(2)
Papua New Guinea 18
6= Mine R United States 16
6= Mine Q Papua New Guinea 16
6= Mine S Canada 16
9 Pani Indonesia 15
SOURCE: CRU, PT Merdeka Gold Resources, public company reports.
Note: * LOM estimates are based on current mine plans and reserve estimates, and are subject to change based on
future exploration, economics and operational factors.
(1) Mine V is owned by a gold company that is listed on the New Y ork Stock Exchange (NYSE) and the Toronto
Stock Exchange (TSX).
(2) Mine W operated by a joint venture majority-owned by Canadian and Chinese enterprises, both are publicly listed.
PRODUCTION
I
ndonesia is the 3rd largest gold mine producing country in Asia, supplying an estimated 2.2
Moz (69.1 tonnes) in 2025 and accounting for 2.2% of global supply. Based on publicly
available information, 7 large-scale gold mine operators accounted for over 80% of total mine
production in 2025. CRU estimates Pani to be the 2nd largest primary gold mine in Indonesia
with an initial production of 108 koz (3.4 tonnes) in 2026. As Pani ramps up with new CIL
facility and reaches a production scale of 505 koz (15.7 tonnes) in 2030 and will reach the peak
production of 545 koz (17.0 tonnes) in 2031, it is expected to be the largest primary gold
producer in Indonesia.
Pani’s production scale vs. Indonesian primary gold mines (operating) in 2026E, koz
No Mine 2026E production Market share*
1 Mine B 244 46.1%
2 Pani 108 20.4%
3 Mine C 87 16.4%
4 Mine D 58 11.0%
5 Mine E 32 6.0%
SOURCE: CRU, PT Merdeka Gold Resources.
Note: * Market share: mine production of Indonesian primary gold production.
Pani’s production scale vs. Indonesian primary gold mines (o perating) in 2030E, koz
No Asset 2030E production Market share*
1 Pani 505 62.5%
2 Mine B 265 33.0%
3 Mine D 38 4.7%
SOURCE: CRU, PT Merdeka Gold Resources.
Note: *Market share: mine production % of Indonesian primary gold production.
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In Asia, Pani is expected to be the 10th largest primary gold producer in 2026, accounting for
~1.2% of regional gold production. With Pani reaching production scale of ~505 koz (15.7
tonnes) in 2030, it is expected to be the 2nd largest primary gold producer, making up ~6.1%
of the regional market share.
Pani’s production scale vs. top 10 Asian primary gold mines (operating) in 2026E, koz
No Mine Country 2026E production Market share*
1 Mine F Uzbekistan 1,910 22.1%
2 Mine H Kyrgyzstan 568 6.6%
3 Mine G Kazakhstan 315 3.6%
4 Mine I Saudi Arabia 248 2.9%
5 Mine B Indonesia 244 2.8%
6 Mine K Philippines 167 1.9%
7 Mine X
(1)
Kazakhstan 163 1.9%
8 Mine Y
(2)
Japan 119 1.4%
9 Mine Z
(3)
Philippines 110 1.3%
10 Pani Indonesia 108 1.2%
SOURCE: CRU, PT Merdeka Gold Resources.
Note: * Market share: mine production % of Asian primary gold production.
(1) Mine X is located in the northern Kazakhstan. It is owned and operated by a major precious metals producer
that is publicly listed on the Moscow Exchange (MOEX) and the Astana International Exchange (AIX).
(2) Mine Y is owned and operated by a major Japanese metals firm that is publicly listed on the Tokyo Stock
Exchange (TYO).
(3) Mine Z is in the Philippines. It is owned and operated by a multinational miner listed on the Toronto Stock
Exchange (TSX).
Pani’s production scale vs. top 10 Asian primary gold mines (o perating) in 2030E, koz
No Mine Country 2030E production Market share*
1 Mine F Uzbekistan 1,760 21.3%
2 Pani Indonesia 505 6.1%
3 Mine G Kazakhstan 315 3.8%
4 Mine B Indonesia 265 3.2%
5 Mine I Saudi Arabia 237 2.9%
6 Mine H Kyrgyzstan 196 2.4%
7 Mine J Armenia 182 2.2%
8 Mine X Kazakhstan 160 1.9%
9 Mine K Philippines 136 1.6%
10 Mine Y Japan 124 1.5%
SOURCE: CRU, PT Merdeka Gold Resources. Public documents.
Note: * Market share: mine production % of Asian primary gold production.
ALL-IN SUSTAINING COSTS (AISC), 2026 BENCHMARK
C
RU currently tracks the AISC of ~242 primary gold-producing assets, their cumulative
production covering ~60% of global mined gold production (including gold from copper and
polymetallic mines). The AISC is the cost of sustaining current mining operations, including
all cash costs plus royalties, corporate general and administrative costs, reclamation costs,
exploration costs, sustaining capital exploration/development and sustaining capital
expenditure. It is observed that Indonesia has one of the highest mining royalties incurred on
gold producers among major gold producing countries, which is largely determined by
national government policy. Note that the curves presented in this section is AISC (excl.
royalties) for the purpose of comparing cost excluding this factor.
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The table below presents general ranges of gold mining royalty rates applied in key
gold-producing countries, including Asia, North America and Africa.
Gold mining royalty rates by main gold producers
Country General range of royalty rates Notes
Indonesia 7% – 16% Progressive rates based on gold price movements
Uzbekistan 7% Applies for gold only
Ghana 5% Applies for all minerals
China 2% – 6% Progressive rates based on gold price movements
Canada 1% – 6% Rates vary by province
Australia 2.5% – 5% Rates vary by state
United States 1.5% – 5% Rates vary by state
South Africa 0.5% – 5% Rates subject to producer’s EBIT against gross revenue
SOURCE: CRU, public documents from national governments.
For 2026, the Company’s Pani project is estimated with an aver age site AISC (excl. royalties)
of US$1,295 per ounce during the Phase 1 production. Pani is expected to fall within the 3rd
quartile on the global AISC (excl. royalties) curve. It is worth noting that 2026 will be the first
year of operation and the CIL operation (Carbon-in-Leach) is still not online, hence the
estimated cost per oz will be higher than that of full-production.
AISC (excl. royalties) curve of primary gold mines, Global, 2026, USD/oz
4th quartile3rd quartile2nd quartile1st quartile
CRU All-in-sustaining costs, US$/oz
Cumulative production, oz
2,500
4,000
2,000
3,500
1,500
0
1,000
3,000
500
4,500
0
58,00043,50029,00014,500
RoW
Indonesia
Pani’s AISC estimate
(excl. royalties):
US$1,295/oz
DATA: CRU, PT Merdeka Gold Resources.
ALL-IN SUSTAINING COSTS (AISC), 2030 BENCHMARK
F
or 2030, the Company’s Pani project is expected to ramp-up and reach production of 505 koz.
Therefore, CRU also provides an estimation of its position in global cost curve since the cost after
ramp-up stage is usually considered the representative as industry practice. Looking forward, over
the life of mine of Pani, the AISC (excl. royalties) is estimated to be US$794 per ounce.
Below cost curve presents Pani’s AISC (excl. royalties) against global primary gold mines that
are operational as of 2030. In this case, Pani will stand at the 1st quartile on the global AISC
(excl. royalties) curve and is more economic than 85-90% of global primary gold production.
It is worth noting that the 2030 cost curve projections are forward-looking, and this depends
on the successful ramp-up of Pani to steady-state, without major operational disruptions.
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AISC (excl. royalties) curve of primary gold mines, Global, 2030, USD/oz
4th quartile3rd quartile2nd quartile1st quartile
4,000
1,000
3,500
500
4,500
2,500
44,00033,00022,00011,0000
2,000
3,000
1,500
0
CRU All-in-sustaining costs, US$/oz
Pani’s AISC estimate
(excl. royalties):
US$695/oz
RoW
I
ndonesia
Cumulative production, oz
DATA: CRU, PT Merdeka Gold Resources.
MARKET DRIVERS
T
he following are the key market drivers of the global gold market:
• Falling real yields combined with a weakening US dollar: Continued rate cuts by the US
Federal Reserve have strengthened expectations that real yields will remain low,
reducing the opportunity cost of holding a non-yielding asset like gold. This tailwind
has been reinforced by a decline in the U.S. dollar driven by the Fed’s dovish pivot and
widening fiscal concerns, increasing demand for gold as an alternative store of value.
• Increasing gold reserves by central banks: Gold is viewed as an important approach of
reserve and settlements with gold reserves being used to hedge against the risks of
international financial markets and geopolitical risks. There is an increasing trend of
emerging markets and developing economies increasing their central bank gold reserves
as they seek to diversify away from US dollar exposure.
• Rising gold price: Movements in the gold price affect both supply and demand. Higher
prices expand miners’ profit margins, encouraging increased production and the
development of higher-cost projects. On the demand side, rising prices often draw
speculative and retail investors who buy in anticipation of further gains. In the current
environment, persistent global financial uncertainty has strengthened gold’s safe-haven
appeal, helping sustain the recent upward price trend.
• Increasing demand for safe haven assets: Global socio-economic fluctuations and
uncertainties, coupled with geopolitical risks such as the Russia-Ukraine conflict and
conflicts in the Middle East, have collectively fuelled market demand for safe-haven
assets. This is likely to attract investors as gold is traditionally a choice for risk aversion
while countries may also increase their gold reserves to protect their economies from
exchange rate fluctuations, thereby driving the growth of the global gold market.
DEVELOPMENT TRENDS
The following are some trends of the global gold mining industry:
• Green and low-carbon transformation: Green mining in the gold industry is at the
intersection of government policy and company execution. Governments around the
world are tightening expectations through regulations in aspects that include emissions,
water use, biodiversity impacts and others while simultaneously enacting of policies to
encourage the development of environmentally friendly gold mining technologies. This
forces gold mining companies to respond by designing projects and upgrading
infrastructure to meet the requirements to abide with environmental-friendly mining
and reduce approval delays.
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• Technology and process innovation: Utilising integrated digital technologies like
analytics, automation and real-time operating workflows to optimise decisions across
the full mine-to-mill chain and improve safety, productivity, recovery and cost
predictability. This integrates data across geology, mining and processing into a system
which constantly measures performance and adjusts operations. In practice, intelligent
mining includes stronger orebody knowledge and grade control to reduce ore loss and
dilution, smarter pit/underground execution via dispatch optimization, and
process-plant improvements through advanced process control that lifts throughput
and stabilizes recovery. It also covers predictive maintenance to cut unplanned
downtime.
• Grade decline and reserve replacement: Gold mines are facing declining ore grades as the
shallow gold resources have been mined first. Lower ore grades would mean fewer
ounces per tonne, which typically increases the per ounce cost of gold and increases
sensitivity to dilution. Concurrently, miners must also turn to deep mining to replace
depleted reserves to maintain future production. Deep gold mines may range from
several hundred meters to several thousand meters deep.
• Longer permitting timelines: Permits and approvals are taking a longer duration in
many jurisdictions as governments impose more stringent environmental and social
regulations regarding water usage, tailings management and land use. This could trigger
delays and increase the time from discovery to production.
• ESG focus and sustainable practices: Environmental, social, and governance (ESG)
factors are increasingly influencing the gold mining industry with many consumers and
investors demanding higher ESG standards. This is likely to lead companies to adopt
more sustainable practices and focus on decarbonising power at mines, water
stewardship, responsible sourcing, community engagement and ethical business
practices to improve their reputation and appeal to relevant stakeholders. These
practices are likely to contribute to the long-term sustainability of the gold mining
industry.
• Industry concentration continues to improve with resource integration: The gold mining
industry has high capital intensity and technical threshold. Under the pressure of
increasing production cost, major leading enterprises have accelerated resource
integration through M&As, focusing on a high grade and low-cost gold assets, while
small and medium-sized mines with low efficiency, high cost and substandard
environmental protection are gradually eliminated due to insufficient competitiveness.
This trend of industry integration is conducive to optimizing the allocation of industry
resources, improving the overall operational efficiency of the industry, and also
provides development opportunities for enterprises with strong capital strength and
resource advantages to expand their market share through resource integration.
ENTRY BARRIERS FOR THE GOLD INDUSTRY
New players wishing to enter the gold mining industry in Indonesia and globally may face
several barriers to entry such:
• Lack of availability of profitable deposits: There are already thousands of gold mines in
operation globally and within Indonesia from small artisanal mines to large open-pit
and underground mines. A successful gold mine depends, to a large extent, on the ability
to find deposits that stand out from the great variety and quantity of existing deposits.
Gold mine grades vary considerably on a national and regional basis and to successfully
identify high-grade gold resources is not an easy task. This makes it difficult for
newcomers to compete with existing miners who benefit from existing reserves and
advanced extraction technologies.
• High capital requirements: Mine exploration, the development to production stage, and
the use of mining equipment all require large sums of capital investment, ranging from
several hundreds of millions to several thousand of millions in U.S. dollars. In
Indonesia, capital requirements are also impacted by the need to secure Environmental
Approval ( Persetujuan Lingkungan ) which can entail additional monitoring
commitments. These financial hurdles reinforce the dominance of well-capitalized
majors and limit market entry for smaller firms.
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• High cost to scale operations: A large-scale gold mine typically requires substantial
investment in infrastructure, reliability systems and supply chain resilience, which is
especially important when factoring in Indonesia’s wet season. While operating a
small-scale gold mine with high cost might have lower barriers to entry, operating a
large-scale gold mine with competitive low cost is extremely difficult.
• Paucity of technical knowledge: Gold mining is highly technical especially where heap
leach processing is used. In a heap leach operation, the main waste streams are typically
leached ore on the pad and cyanide-bearing solutions, which are reagents used during
processing. These waste streams require proper waste management practices but the
implementation of adequate waste management practices can become increasingly
difficult for new entrants who may lack the capital to fund the necessary equipment for
mining waste and tailings disposal. Without access to these technologies, smaller
players struggle to compete, reinforcing the dominance of tech-equipped industry
leaders.
• Lack of exploration capabilities: Exploration is an essential activity for discovering new
gold resources. These activities usually require a large amount of capital and
experienced, capable teams to increase the probability of success. In Indonesia,
successful exploration also requires getting the correct licensing for mining business
activities. This adds significant difficulties for new joiners to enter the gold mining
market in Indonesia.
• Infrastructure and access to resources: The gold mining industry often operates in
remote and challenging locations, requiring substantial infrastructure development and
logistical support. Constructing roads, power supply networks, and water management
systems in remote areas can be logistically complex and financially demanding. This
makes it difficult for newcomers to compete with established miners.
• Permitting and ability to engage with local communities: Strong and credible engagement
with local communities in Indonesia is a strategic imperative that determines whether a
project secures land access, obtains and keeps permits, controls operating costs, and can
actually produce revenue over its planned life. Existing major gold mines enjoy the
benefits of well-established engagement with local communities while newcomers may
face challenges.
• Responsible sourcing and supply chain transparency: Gold mine companies increasingly
face expectations regarding supply chain due diligence and transparency. It is important
for new entrants to act in accordance with the OECD Due Diligence Guidance and
ensure that their gold has been responsibly mined and responsibly sourced. The policy
and regulation guidance favour established mining firms with the expertise and
financial resources, while raising the risk and cost for newcomers, further consolidating
the industry dominance among existing major players.
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The following sets out as a summary of the laws and regulations that affect our business and
operation in Indonesia. Infor mation contained below shall not be construed as a
comprehensive summary of all the laws and regulations applicable to us.
LAWS AND REGULATIONS RELATED TO OUR INDONESIA OPERATIONS
Regulation of Gold Mining in Indonesia
Under the Indonesian Constitution, all natural resources in the Republic of Indonesia are
controlled by the Indonesian Government and must be used for the maximum benefit of the
Indonesian people. The old mining law, Law No. 11 of 1967 on Mining and its implementing
regulations adopted this as a fundamental principle. ‘Control’ was interpreted as being
equivalent to ownership and therefore no title to particular mineral deposits was granted by
the state to private companies or individuals. The state, in general, only granted rights to
exploit and sell the mineral deposits to encourage new investment in the Indonesian mining
sector.
The Law No. 11 of 1967 on Mining was then replaced by Law No. 4 of 2009 on Mineral and
Coal Mining (“ Mining Law ”), as amended by Law No. 3 of 2020, Law No. 6 of 2023 on the
Stipulation of Government Regulation in Lieu of Law No. 2 of 2022 on Job Creation as Law
(“Job Creation Law ”), and Law No. 2 of 2025 (the “ Mining Law (as amended) ”), revoking the
old mining regime. The Indonesian Government has issued several implementing regulations
to implement the Mining Law (as amended), including Indonesian Government Regulation
No. 96 of 2021 on Implementation of Mineral and Coal Mining Activities as amended by
Indonesian Government Regulation No. 25 of 2024 and Indonesian Government Regulation
No. 39 of 2025 (“ GR No. 96/2021 (as amended) ”), Indonesian Government Regulation No. 55
of 2010 on the Fostering and Supervision over the Implementation of Mineral and Coal
Mining Business Management (“ GR No. 55/2010 ”), and Indonesian Government Regulation
No. 78 of 2010 on Reclamation and Post-mining (“ GR No. 78/2010 ”).
One of the objectives of the Mining Law (as amended) is to provide equal treatment to foreign
and domestic investors introduced under the Investment Law (as defined below) through,
among other things, (i) the abolition of the contract of work system under the previous
mining legal framework; (ii) the introduction of a license-based system equally applicable to
both foreign and domestic investors; (iii) the permission of foreign investment subject to
certain divestment requirements; (iv) the authorization of the Indonesian Government to
designate mining areas ( Wilayah Pertambangan or “ WP ”) within Indonesia; (v) the
requirement of a tender process for the granting of new mineral mining licenses; (vi) the
regulation of larger mining areas and reduction terms for production in particular types of
mining activities; (vii) the requirement to comply with onshore processing and/or refining
obligations; (viii) the regulation of mining services contractors; (ix) the centralization of
authority over mining activities in the central Indonesian Government; and (x) continuation
of mining operations granted by the Indonesian Government for the issuance of a Special
Mining Business License ( Izin Usaha Pertambangan Khusus or “ IUPK ”) to existing Contract
of Work ( Kontrak Karya or “ CoW ”) holders, which will allow such permit holders to continue
mining activities for up to two times extension periods with 10 years additional time for each
extension period.
Under GR No. 55/2010, the supervision of licensed mining activities is generally conducted by
the MEMR and the governor of the province in which the mining area is located. GR No.
55/2010 also regulates the supervision of finances, mineral and coal processing data,
conservation of minerals and coal, operational safety, environmental impacts, land
reclamation, post-mining management, technical training of labourers, as well as a host of
production data of the types, quality, and total amount of extracted minerals.
Mining licensing system
Old mining licensing system
The Mining Law (as amended) abolished the old mining licensing system, which previously
provided for mining authorizations ( Kuasa Pertambangan or “ KP”), CoWs (for mineral
commodity) and Coal Contract of Works (“ CCoWs ”) (for coal commodity).
The previous mineral mining licensing regime (i.e., by virtue of CoWs) is subject to less
regulatory risk and risks pertaining to amendment and extension of the licenses as compared
REGULATORY OVERVIEW
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to the current mining licensing system. This is due to the nature that of CoWs, as they are
considered as an agreement between the Indonesian Government and the relevant CoW
holder, pursuant to which the Indonesian Government is considered as being in the same
position as the contractor with the respect to their respective legal status as a party under the
CoW . In the current regime, concessions are issued in the forms of licenses, which puts the
Indonesian Government in the position as an “authority” and allows the Indonesian
Government to amend the terms of the licenses granted to the contractors, as well as amend
the regulations relating to the licenses that has been issued. Any amendments to the terms of
CoWs that were issued under the previous mining licensing regime, in order to amend the
CoW to be in accordance with the current mining and tax regime, would be subject to
negotiations and agreement between the Indonesian Government and the contractor.
Under the Mining Law (as amended), all existing KPs, CoWs and CCoWs will remain valid for
the remainder of their respective terms and, upon their expiration, may be converted into
licenses under the new mining licensing system. Pursuant to GR No. 96/2021 (as amended), in
order to extend an expiring CoW, the CoW must be converted into an IUPK for the
Continuation of Contract/Agreement Operation ( IUPK sebagai Kelanjutan Operasi
Kontrak/Perjanjian or “ IUPK Continuation ”) within five years at the earliest; and one year at
the latest, before the end of the CoW validity period.
Below is the principal differences between IUP-OP and CoWs.
Aspect CoW IUP-OP
Legal Relationship . . A contractual arrangement between the
Government and a business entity, under
which the entity is granted exclusive
rights to conduct mining activities
within a designated area.
A regulatory permit specifically granted
under Indonesia’s prevailing mining laws
and regulations which authorizes the
holder to carry out mining activities.
Status . . . . . . . . . . Under the current Indonesian mining law
regime, CoWs are no longer issued as a
basis for granting new mining rights.
However, existing CoWs remain valid,
recognized, and honored until the
expiration of their respective terms.
Upon expiry, any continuation of
mining operations must be carried out
through conversion into an IUP-OP (or
IUPK, as applicable).
Any party conducting mining business
activities — including construction,
mining, processing and/or refining,
development and/or utilization,
transportation, sales, and environmental
impact control — must hold a valid
IUP-OP .
Amendment of
Terms . . . . . . . .
Amendments require mutual consent of
both parties through contractual
amendment.
Permit terms may be modified by
regulatory changes or administrative
decisions.
Forum Dispute . . . . As stipulated in the relevant CoW , disputes
are typically resolved through
arbitration.
Disputes relating to the issuance,
amendment, or revocation of the
IUP-OP fall under the jurisdiction of
the State Administrative Court
(Pengadilan Tata Usaha Negara ).
Termination . . . . . . Termination is carried out based on
contractual mechanisms as specified in
the relevant CoW , including termination
due to contractual default, insolvency,
prolonged force majeure, or by mutual
agreement of the parties.
An IUP-OP may be unilaterally revoked by
the Government in accordance with
applicable laws and regulations,
including in the event of any
non-compliance by the permit holder.
In addition, Law No. 3 of 2020 on Amendment of Law No. 4 of 2009 on Mineral and Coal
(“Mining Law 2020 ”) introduced certain incentives to mining license holders, including (i)
Mining Business Licenses ( Izin Usaha Pertambangan or “ IUP ”) and/or IUPK holders for
metal mineral commodities that integrate their mining activities with processing and/or
refinery facilities, and (ii) IUP, IUPK, and/or IUPK Continuation holders for coal
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commodities that integrate their mining activities with development and/or utilization
activities for the purposes of increasing the coal quality. Such incentives are in the form of a
guarantee that such IUP, IUPK, and/or IUPK holders will obtain the maximum validity
period and available extensions for their licenses (i.e., 10 years period for each extension). In
order to be eligible for such incentive, the integration with refinery/processing facilities must
satisfy the criteria that (i) the refinery/processing activities are conducted independently by
the IUP and/or IUPK holder or (ii) the refinery/processing activities are conducted by other
company owned by the IUP and/or IUPK holder directly or indirectly of at least 30% and
cannot be diluted.
Current mining licensing system
Under the Mining Law, the legality to conduct mining business activity is based on licensing
system. However, the amendment to the Mining Law in 2020 introduced a new licensing
regime for the mining business which shall be based on the business licenses determined by the
central Government — which under the current business licensing regime, the business
licenses shall be integrated and based on risk level of the business activities thereby named
‘Risk-Based Business License’. The risk level is segregated into four categories, namely (i) low
risk, (ii) medium-low risk, (iii) medium-high risk and (iv) high risk. Mineral and coal mining
activities are categorized as high-risk business activities. Further elaboration in connection
with the requirements to obtain Risk-Based Business License in mining sector is as follows:
1. Business Identification Number ( Nomor Induk Berusaha or “ NIB ”) is the proof of
registration of business actors to carry out business activities and as an identity for
business actors in carrying out their business activities. Low risk business only requires
NIB to operate.
2. Standard Certificate is a statement and/or evidence of fulfilment of standards for the
implementation of business activities. A self-declared standard certificate is required
for medium-low risk business, while a verified standard certificate is required for
medium-high risk business.
3. License/Permit is an approval of the Central Government or Regional Government for
the implementation of business activities that must be fulfilled by business actors before
carrying out their business activities. License/Permit is required for high-risk business
activities.
The types of licenses required under the Mining Law (as amended) for mining activities are as
follows:
a. IUP
An IUP grants the holder the right to mine one type of resource, including coal, rock,
metal minerals or non-metal minerals, within a designated Mining Business License
Area ( Wilayah Izin Usaha Pertambangan or “ WIUP ”). A WIUP must be located within
a Mining Business Area ( Wilayah Usaha Pertambangan or “ WUP ”), which are areas
stipulated by the Government, after being determined by the relevant provincial
government and consulted with the House of Representatives of the Republic of
Indonesia ( Dewan Perwakilan Rakyat or “ DPR ”). An IUP may only be granted for the
mining of one type of resource and, if there are other mining commodities found in the
relevant WIUP, then the IUP holder has the right of first refusal to commercialize such
other mining commodities. An IUP may only be granted to a “business entity ( Badan
Usaha )” (i.e., Indonesian legal entity engaging in mining activities, which include
BUMD (as defined below), BUMN (as defined below) and private business entity),
“individual companies ( perusahaan perorangan )” (i.e., Indonesian individuals ( orang
perseorangan ), Indonesian general partnership ( firma ) and Indonesian limited
partnership ( perusahaan komanditer )) or cooperative ( koperasi ) by way of submitting an
application to the MEMR or by attending an auction process for an WIUP (except for
non-metal mineral and rock mining). In the event that the IUP holder elects to
commercialize the other mining commodities found in the relevant WIUP, then the IUP
holder will need to apply for a new IUP through another newly established Indonesian
business entity. An IUP comprises two stages, as follows:
i. Exploration IUP
An Exploration IUP ( IUP Eksplorasi ) covers general investigation, exploration,
and feasibility study stages. IUP holder that have completed the exploration
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activities are guaranteed the ability to conduct production operation as the
continuation of their mining business activities. Pursuant to Minister of Energy
and Mineral Resources (“ MEMR ”) No. 7 of 2020 on Procedures for Granting
Areas, Licensing and Reporting of Mineral and Coal Mining Business Activities
as amended by MEMR Regulation Resources No. 16 of 2021 (“ MEMR
Regulation 7/2020 ”), when applying for IUP Exploration, business actors are also
required to place a time deposit in a state bank as a guarantee for the exploration
activity ( jaminan kesungguhan eksplorasi ).
ii. IUP-OP
An IUP-OP covers the stages of construction, mining, processing and/or refinery
or development and/or utilization, as well as transportation and sales. Prior to
obtaining an IUP-OP, business actors must fulfil administrative, technical,
environmental and financial requirements. After obtaining an IUP-OP, for the
purpose of mineral and coal conservation, holder of IUP-OP must carry out
advanced exploration activities annually and prepare the budget accordingly.
b. IUPK
An IUPK is granted for coal and metal mineral mining within a special mining area
(Wilayah Izin Usaha Pertambangan Khusus or “ WIUPK ”), which must be located within
a special mining operation area ( Wilayah Usaha Pertambangan Khusus or “ WUPK ”). A
WUPK is an area that has been converted into a mining area from a state reserved area
(Wilayah Pencadangan Negara or “ WPN ”) after being approved by the DPR for mining
operations. Similar to an IUP, an IUPK may only be granted for the mining of one type
of resource, unless there are other mining commodities found in the relevant WIUPK
and the IUPK holder elects to commercialize the other mining commodities found in
the relevant WIUPK. In this case, the IUPK holder will need to apply for a new IUPK
through another newly established Indonesian business entity. However, the application
through a newly established Indonesian business entity would not be required if the
IUPK holder is an Indonesian publicly listed company. Furthermore, IUPK also
comprises two stages, namely Exploration IUPK ( IUPK Eksplorasi ) which covers the
general investigation, exploration, and feasibility study stages and IUPK-OP ( IUPK
Operasi Produksi ) which covers the stages of construction, mining, processing and/or
refinery or development and/or utilization, as well as transportation and sales.
An IUPK may only be granted to “business entity”, namely an Indonesian legal entity
engaging in mining activities established as (i) a state-owned enterprise ( Badan Usaha
Milik Negara or “ BUMN ”), (ii) a regional government-owned enterprise ( Badan Usaha
Milik Daerah or “ BUMD ”) or (iii) a private business entity ( badan usaha swasta ).
BUMNs and BUMDs take priority over private business entities in obtaining an IUPK.
If a BUMN and/or BUMD do not exercise its privilege to obtain an IUPK, a private
business entity may obtain an IUPK by participating in an auction and, upon winning
the auction, submitting an application to MEMR to obtain the IUPK.
c. IUPK Continuation
IUPK Continuation is granted to the holder of an existing CoW (for mineral mining) or
a CCoW (for coal mining) following the expiry of their CoW or CCoW as an extension
of mining rights under such CoW or CCoW . Existing CoWs or CCoWs will remain valid
for the remainder of their respective terms but are subject to amendments of certain
terms (not including taxes and levies) and may be converted to an IUPK Continuation
upon expiration. In order to extend and convert an expiring CoW and/or CCoW into an
IUPK Continuation, the holder of the CoW and/or CCoW shall submit an application
to the MEMR within five years at the earliest, and at least one year at the latest, prior to
the expiry of such CoW and/or CCoW .
d. IPR
People’s Mining License ( Izin Pertambangan Rakyat or “ IPR ”) is granted to either
individual local residents ( orang perseroangan yang merupakan penduduk setempat ) or
cooperatives for mining of coal, rock, metal minerals and non-metal minerals within a
limited mining operational area that is located in a People’s Mining Area ( Wilayah
Pertambangan Rakyat or “ WPR ”). A WPR is an area designated by the Indonesian
Government after determined by the regional government, in consultation with the
DPR.
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e. SIPB
Rock Mining License ( Surat Izin Penambangan Batuan or “ SIPB ”) is granted to BUMD
or village-owned enterprises ( badan usaha milik desa ), domestic investment private
business entities ( badan usaha swasta dalam rangka penanaman modal dalam negeri ),
cooperatives and individual companies for the mining of certain types of rocks or for
certain needs of rocks within an WIUP .
f. Assignment License
Assignment License ( Izin Penugasan ) is a license to conduct radioactive mineral-related
businesses.
g. Transportation and Sales License
Transportation and Sales License ( Izin Pengangkutan dan Penjualan ), granted either for
“business entities”, cooperatives, or individual companies to buy, transport and sell
mineral and coal mining commodities. Prior to the enactment of the Mining Law 2020,
this license was known as an IUP-OP Special for Transportation and Sales ( IUP Khusus
untuk Pengangkutan dan Penjualan ).
h. IUJP
Mining Service Business License ( Izin Usaha Jasa Pertambangan or “ IUJP ”) is granted
to “business entities”, cooperatives or individual companies which grants the holder the
right to engage in (i) consultation, planning and implementation of general
investigation, exploration, feasibility studies, mining construction, transportation,
mining environment, reclamation and post mining, and/or mining safety, and (ii)
consultation and planning in mining or processing and refining activities.
i. IUP for Sales
IUP for Sales ( IUP untuk Penjualan ) is granted to business entities ( badan usaha ) that
do not engage in mining activities but intends to sell mineral and/or coal that has been
extracted by other mining companies. IUP for Sales may be granted by the MEMR for
a single sale transaction only.
Previously, under the Mining Law, an IUP-OP Specifically for Processing and/or
Refinery ( IUP OP Khusus untuk Pengolahan dan/atau Pemurnian ) was granted for
processing and/or refinery activities. However, pursuant to Mining Law 2020, to the
extent that the processing and/or refinery activities under such licenses have not been
integrated within the mining area, the licenses must be converted into an Industrial
Business License ( Izin Usaha Industri or “ IUI ”) within one year after the enactment of
Mining Law 2020. IUI fall under the Ministry of Industry’s authority and are not
considered mining-related business licenses. See “ Regulatory Overview — Regulation of
the Indonesian Industrial Sector ”.
The table below provides details of the mining licenses available under the Mining Law
(as amended).
No. Type and description Permitted minerals Validity period
Permitted area
(hectares)
1. Exploration IUP Metal minerals Maximum 8 years Maximum 100,000
Non-metal minerals Maximum 3 years Maximum 25,000
Certain types of
non-metal
minerals
Maximum 7 years Maximum 25,000
Rock Maximum 3 years Maximum 5,000
Coal Maximum 7 years Maximum 50,000
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No. Type and description Permitted minerals Validity period
Permitted area
(hectares)
2. IUP-OP Metal Minerals (i) Maximum 20 years, and can be extended twice,
each for a period of 10 years; or (ii) Maximum
30 years, which can be extended twice, each for a
period of 10 years, if the mining activities are
integrated with processing and/or refining
facilities.
Maximum 25,000
Non-metal minerals Maximum 10 years, and can be extended twice,
each for a period of 5 years.
Maximum 5,000
Certain types of
non-metal
minerals
Maximum 20 years, and can be extended twice,
each for a period of 10 years.
Maximum 5,000
Rock Maximum 5 years, and can be extended twice, each
for a period of 5 years.
Maximum 1,000
Coal (i) Maximum 20 years, which can be extended
twice, each for a period of 10 years; or (ii)
Maximum 30 years, which can be extended twice,
each for a period of 10 years, if the mining
activities are integrated with processing and/or
refining facilities.
Maximum 15,000
3. Exploration IUPK Minerals Maximum 8 years Maximum 100,000
Coal Maximum 7 years Maximum 50,000
4. IUPK-OP Minerals (i) Maximum 20 years, and can be extended twice,
each for a period of 10 years; or (ii) Maximum
30 years, which can be extended twice, each for a
period of 10 years, if the mining activities are
integrated with processing and/or refining
facilities.
Determined based
on the MEMR’s
evaluation on the
development of
all areas proposed
by the license
holder
Coal (i) Maximum 20 years, and can be extended twice,
each for a period of 10 years; or (ii) Maximum
30 years, which can be extended twice, each for a
period of 10 years, if the mining activities are
integrated with development and/or utilization
activities.
Determined based
on the MEMR’s
evaluation on the
development of
all areas proposed
by the license
holder
5. IUPK Continuation Any commodity
within the
existing CoW
and/or CCoW
mining area.
(i) Maximum period of 10 years following the
expiry of the CoW and/or CCoW , with a second
extension for a maximum period of 10 years
thereafter; or (ii) Maximum period of 10 years
for the holders of an IUPK Continuation for
Coal Mining that has integrated development
and/or utilization activities into its mining
activities.
Determined based
on the areas
approved by the
MEMR under the
development plan
for the production
operation stage
6. IPR Metal minerals,
non-metal
minerals and rock
Maximum 10 years, and can be extended twice,
each for a period of 5 years.
Maximum 5
hectares for
individuals and 10
hectares for
cooperatives.
7. SIPB Certain types of
rock
Maximum 3 years, and can be extended twice, each
for a period of 3 years
Maximum 50
hectares
8. Assignment License – Indefinite term –
9. Transportation and Sales
License
Minerals or coal 5 years, which can be extended up to a period of 5
years for each extension.
–
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No. Type and description Permitted minerals Validity period
Permitted area
(hectares)
10. IUJP – 5 years, which can be extended up to a period of 5
years for each extension.
–
11. IUP for Sales – Granted for a single sale transaction only. –
Pursuant to Article 54 GR No. 96/2021, an IUP-OP may be extended up to two (2)
times, each for a maximum period of ten (10) years, subject to the fulfilment of the
applicable requirements. In this regard, Article 59 paragraph (4) of GR 96/2021 sets out
the following minimum documentation required for an application for extension:
a. map and the coordinate boundaries of the relevant area;
b. proof of payment of fixed fees and production fees or regional taxes for the past
three (3) years;
c. a tax clearance letter in accordance with the prevailing tax laws and regulations;
d. a work plan for the extension period;
e. a final report on production operation activities;
f. a report on the implementation of environmental management and reclamation;
and
g. a balance sheet of resources and reserves.
The MEMR will then grant approval for such extension based on the evaluation of the
application (including the documents set out above) and the performance of the
Production Operation. Additionally, as published on the official website of the
Directorate General of Mineral and Coal of the MEMR
(https://www.minerba.esdm.go.id/perizinan/persyaratan ), the MEMR has also provided a
checklist of additional supporting documents to be submitted in connection with an
application for the extension of an IUP-OP:
a. copy of Business Identification Number ( Nomor Induk Berusaha ) (to be
submitted together with the beneficial ownership document);
b. copy of the IUP-OP decree (license);
c. composition of management, list of shareholders, and list of beneficial owners of
the business entity; and
d. evaluation of environmental aspects in relation to the IUP extension application,
including:
(i) final report on the implementation of environmental management,
including reclamation;
(ii) a copy of proof of placement of reclamation guarantee;
(iii) copy of proof of placement of post-mining guarantee;
(iv) a duly stamped statement letter confirming compliance with prevailing
environmental protection and management laws and regulations;
(v) environmental documents and their approvals issued by the competent
authority in accordance with applicable laws and regulations; and
(vi) environmental permit for mining activities issued by the competent
authority in accordance with applicable laws and regulation.
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The checklist further notes that in addition to fulfilling the above requirements,
the application may be approved provided that, during the term of the IUP, the
applicant demonstrates good mining operational performance, based on the
Government’s evaluation.
Transferability of License
The Mining Law (as amended), as further regulated under GR No. 96/2021 (as amended),
regulates that the transfer by a company holding IUPs and IUPKs (including valid CoW that
has not been converted to IUP) of an IUP or IUPK to a third party, must obtain written
approval from the MEMR and may only be done after the completion of exploration phase,
which is evidenced by availability of resources and/or reserve data, and the fulfilment of all
administrative, technical, environmental, and financial requirements.
Transferability of Shares Ownership
The Mining Law (as amended) and GR No. 96/2021 (as amended) stipulate that any transfers
of shares ownership and/or changes in shareholding composition of a company holding IUPs
and IUPKs must obtain written approval from the MEMR.
The Mining Law and GR No. 96/2021 adopt a predominantly license-focused approach. The
regulatory emphasis is on the identity of the direct legal shareholders of a company holding
IUPs and IUPKs, rather than on the ultimate ownership or control of such company. While
the concept of ultimate beneficial ownership (UBO) is generally recognized under Indonesian
law, particularly for transparency and disclosure purposes, neither the Mining Law nor GR
No. 96/2021 extends the approval requirement to any transfers of shares and/or changes in
shareholding composition at the level of shareholders of a company holding IUPs and
IUPKs. Therefore, any transfers of shares and/or changes in shareholding composition at the
level of shareholders of a company holding IUPs and IUPKs does not require MEMR
approval.
The approval for transfer of shares and/or changes in shareholding composition at the level of
a company holding IUPs and IUPKs may be granted if the following requirements are
fulfilled namely (i) have completed the exploration stage activities which are evidenced by the
availability of resources and reserves data; and (ii) have fulfilled the administrative, technical,
environmental, and financial requirements.
The above takes into account Article 93A of Mining Law juncto Article 13 of GR No. 96/2021
which clearly stipulates that a company holding an IUP is prohibited from transferring its
share ownership without the approval of the MEMR. In its elucidation, the term “ transfer of
share ownership ” is explained as changes in shareholders and/or the composition of
shareholding conducted outside the stock exchange. There is no provision in the Mining Law
or GR No. 96/2021 that extends this obligation to indirect or upstream shareholders of an
IUP-holding entity. Accordingly, the change of shareholder prohibition applies at the level of
direct shareholding of the IUP-holding entity. Based on publicly available information, there
is currently (i) no Constitutional Court or Supreme Court decision mandating a different
interpretation of this provision and (ii) no case where the MEMR has applied such approval
requirements to indirect or upstream shareholders of an IUP-holding entity pursuant to
Article 93A of the Mining Law juncto Article 13 of GR No. 96/2021.
Further, from a technical perspective, the Indonesian Government and the public have access
to information relating to (i) the shareholding structure of Indonesian companies holding
IUP or IUPK through the MEMR website (https://minerbaone.esdm.go.id/publik/badan-usaha)
and (ii) ultimate beneficial owners of all companies incorporated in Indonesia through the
MOL website (https://ahu.go.id/pencarian/profil-pemilik-manfaat).
Having considered the above regulations, the requirement for MEMR approval only at the
level of direct shareholders of an IUP holding company, reflects the position that MEMR
exercises administrative jurisdiction primarily over the licensed entity to which the IUP is
granted. Accordingly, as advised by our legal adviser as to Indonesian laws, the transfer of
share ownership in the Company from the Selling Shareholders, for conversion into HDRs in
connection with the Listing to be held by the investors, does not require any approval from the
MEMR. As elaborated, the Mining Law (as amended) and GR No. 96/2021 (as amended)
apply solely to companies that directly hold IUPs and IUPKs (including valid CoW that has
not been converted to IUP). The Company itself does not directly hold any IUP as the
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relevant IUP and CoW are held by the Company’s subsidiaries, namely PETS and GSM. As
IUP ownership is assessed on a non-consolidated basis, the transfer of share ownership by the
Selling Shareholders does not fall within the scope of transactions requiring MEMR
approval.
Foreign Divestment Requirements
Under the Mining Law (as amended), IUP-OP/IUPK-OP holders in the context of foreign
investment must divest at least 51% (fifty-one percent) of their shares in stages to the Central
Government, Regional Government, BUMN, BUMD, and/or domestic private entities.
Further, GR No. 96/2021 (as amended) sets out a foreign divestment scheme for
foreign-owned entities holding an IUP/IUPK. Under the divestment obligation, foreign
shareholders must divest their interest in the entity until the ownership of Indonesian
shareholders is not less than the following percentages in the respective years below on the
production operation stage (which shall be counted as of the date of commencement of the
operation):
a. IUP and IUPK holders who carry out mining activities by using open mining method
and not integrated with processing and/or refining facilities or mining and/or
utilization activities:
1. tenth year amounting to 5% (five percent);
2. eleventh year amounting to 10% (ten percent);
3. twelfth year amounting to 15% (fifteen percent);
4. thirteenth year amounting to 20% (twenty percent);
5. fourteenth year amounting to 30% (thirty percent);
6. fifteenth year amounting to 51% (fifty-one percent).
b. IUP and IUPK holders who carry out mining activities by using open mining method
and integrated with processing and/or refining facilities or mining and/or utilization
activities:
1. fifteenth year amounting to 5% (five percent);
2. sixteenth year amounting to 10% (ten percent);
3. seventeenth year amounting to 15% (fifteen percent);
4. eighteenth year amounting to 20% (twenty percent);
5. nineteenth year amounting to 30% (thirty percent);
6. twentieth year amounting to 51% (fifty-one percent).
c. IUP and IUPK holders who carry out mining activities by using underground mining
method and not integrated with processing and/or refining facilities or mining and/or
utilization activities:
1. fifteenth year amounting to 5% (five percent);
2. sixteenth year amounting to 10% (ten percent);
3. seventeenth year amounting to 15% (fifteen percent);
4. eighteenth year amounting to 20% (twenty percent);
5. nineteenth year amounting to 30% (thirty percent);
6. twentieth year amounting to 51% (fifty-one percent).
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d. IUP and IUPK holders who carry out mining activities by using underground mining
method and integrated with processing and/or refining facilities or mining and/or
utilization activities:
1. twentieth year amounting to 5% (five percent);
2. twenty first year amounting to 10% (ten percent);
3. twenty second year amounting to 15% (fifteen percent);
4. twenty third year amounting to 20% (twenty percent);
5. twenty fourth year amounting to 30% (thirty percent);
6. twenty fifth year amounting to 51% (fifty-one percent).
As for the divestment procedures, the GR No. 96/2021 (as amended) sets the same provision
with the previous regime, where the foreign-owned shares must be offered in stages to the
Central Government, Regional Government, BUMN, BUMD, and/or domestic private
entities. However, pending the issuance of the implementing MEMR regulation (as provided
in GR No. 96/2021 (as amended)), there is no further detail on the procedures for the
divestment obligations under GR No. 96/2021 (as amended) and on whether the new relaxed
gradual divestment timeline will be applicable to IUP-OP holders who have been requested to
carry out divestment obligation (including if its divestment obligation has not been
completed) pursuant to the previous regime. Under MEMR Regulation No. 9 of 2017 on the
Procedure of Share Divestment and Mechanism of Divestment Share’s Price Determination in
Coal and Mineral Mining Business Activities, as amended by MEMR Regulation No. 43 of
2018, IUP-OP/IUPK-OP holder must conduct a share divestment offer to an Indonesian
entity no later than 90 calendar days after 5 years of operation. The foreign-owned shares
must initially be offered to the Central Government through the MEMR, who will have 90
calendar days to evaluate and negotiate such offer. If the Central Government does not
purchase the shares, then the shares shall be offered to provincial and regent/municipal
governments. The provincial or regent/municipal government will have 30 calendar days as of
the offering date to respond whether or not to accept such offer. If these provincial or
regent/municipal governments also do not purchase these shares, these shares are then
tendered to both BUMN and BUMD. If there is no BUMN and BUMD willing to purchase
the shares, the shares can be tendered to private local companies. If a local private company
does not purchase these shares, the shares may then be offered to the public. Divestment may
be executed through issuance of new shares and/or transfer of existing shares, whether
directly or indirectly. The Government may form a consortium among provincial, municipal,
state and/or regional-owned enterprises for the purpose of participating in the purchase of the
shares. In addition to the foregoing, GR No. 96/2021 (as amended) stipulates that
foreign-owned IUP/IUPK holders increasing issued and paid-up capital after share
divestment begins must ensure divested shares are not diluted below the minimum required.
The holding of shares in the Company as underlying shares for the issuance of HDRs by the
Depositary Bank, which is a foreign entity, in connection with the Listing will not trigger the
divestment obligation stipulated under GR No. 96/2021 (as amended). As elaborated, GR No.
96/2021 (as amended) applies only to companies that directly hold IUPs and IUPKs
(including valid CoW that has not been converted to IUP). The Company itself does not
directly hold any IUP; the relevant IUP and CoW are held by the Company’s subsidiaries,
PETS and GSM. Further, the Company is, in any event, a publicly listed company in
Indonesia and classified as a domestic investment company under Indonesian law as referred
to under the BKPM Regulation No. 5/2025. As at the Latest Practicable Date, the Company is
classified as a domestic investment company. Furthermore, PETS and GSM have also been
classified as domestic investment companies as at the Latest Practicable Date. On this basis, as
advised by our legal adviser as to Indonesian laws, the divestment obligation as stipulated
under GR No. 96/2021 (as amended) in respect of the Company’s ownership in PETS and
GSM does not apply. Further, Depositary Bank’s participation through the HDR structure
will not trigger any divestment requirement, as the shareholding interest acquired by the
Depositary Bank will result only in a minority shareholding interest in the Company and will
not affect the Company’s investment classification or alter its existing control structure.
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Reclamation and post-mining activities
Reclamation plan
Under GR No. 78/2010, as implemented by MEMR Regulation No. 26 of 2018 on
Implementation of Good Mining Practices and Supervision of Mineral and Coal Mining
(“ MEMR Regulation No. 26/2018 ”) and further implemented by MEMR Decree
1827K/30/MEM/2018 on Implementing Guidelines for Good Mining Practices (“ MEMR
Decree No. 1827K/2018 ”), mining companies are required to carry out reclamation and
post-mining activities at every phase of mining activities (i.e. during Exploration and
Production Operation phase). Prior to undertaking any exploration activities, Exploration
IUP/IUPK holders must prepare a reclamation plan for the Exploration phase in accordance
with the approved environmental document and submit it to the MEMR or the respective
governor for approval. The approval by the MEMR will state the amount of the reclamation
guarantee required to be paid by the license holder. The reclamation guarantee for the
exploration phase must be in the form of a time deposit and denominated in either U.S.
dollars or Rupiah and placed in an Indonesian Government bank under the name of the
Director of the Directorate General of Minerals and Coal (“ DGMC ”) or the respective
regional governor and the name of the license holder. The period of the time deposit shall be
in line with the reclamation’s schedule.
IUP-OP/IUPK-OP holders are also required to submit a reclamation plan for the Production
Operation phase, which must be prepared in accordance with the feasibility study and the
approved environmental document. The plan must be included in the submission of the
application for an IUP-OP/IUPK-OP to the MEMR or the respective governor. Similar to the
reclamation plan at the Exploration phase, the approval of the reclamation plan for the
Production Operation phase shall also state the amount of reclamation guarantee which shall
be paid by the holder of IUP or IUPK either in US Dollars or Rupiah. The reclamation
guarantee may be satisfied in one of the following options: (i) joint account in an Indonesian
state-owned bank; (ii) time deposit in an Indonesian Government’s bank in Indonesia; (iii)
bank guarantee issued by an Indonesian Government-owned or private bank; or (iv)
accounting reserve for a IUP-OP/IUPK-OP holder who lists at least 40.0% of its shares on the
Indonesian Stock Exchange (“ IDX ”) and its paid-up capital is in the amount of at least US$50
million. IUP-OP/IUPK-OP holders who place their reclamation guarantee in an accounting
reserve are required to submit a statement letter made before a notary stating that the
reclamation guarantee has been paid to MEMR or the respective governor.
The reclamation guarantee both in the Exploration and Production Operation phase may be
disbursed by the holder of the IUP or IUPK upon obtaining the approval from the MEMR or
the respective governor and such approval will be based on the success rate of the reclamation
activities.
Post-mining plan
In addition to the reclamation plan for the Production Operation phase, Exploration
IUP/IUPK holders are also required to prepare a post-mining plan as a prerequisite to obtain
the IUP-OP/IUPK-OP . Similar to the reclamation plan, the post-mining plan approval will be
issued by the MEMR or the respective governor and shall contain the amount of post-mining
guarantee which shall be paid by the IUP-OP/IUPK-OP holders, the payment schedule and
the holding period of guarantee. The post-mining guarantee shall be placed in an Indonesian
state-owned bank in the form of a time deposit under the name of the Director of the DGMC
or the respective governor and the name of the license holder, either in US Dollars or IDR.
The post-mining guarantee may be withdrawn by the IUP-OP/IUPK-OP holder upon securing
approval from the MEMR or the respective governor. Such approval will be based on the
success rate of the post-mining activities. In the case that the IUP-OP/IUPK-OP’s validity
period is extended by the MEMR or the respective governor, the IUP-OP/IUPK-OP holders
shall amend their post-mining plan.
Indonesian Government royalties
Pursuant to Indonesian Government Regulation No. 19 of 2025 on the Types and Tariffs of
Non-State Tax Revenue Applicable in the Ministry of Energy and Mineral Resources, IUP
and IUPK holders are required to pay production royalties to the Government. Currently, a
range of royalties apply with respect to different types of coal and mineral mining. Under the
Mining Law (as amended), IUPK-OP holders are required to pay 10% of net profit from the
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mine, which comprises 4% to be paid to the Central Government and 6% to be shared between
the relevant provincial and regional governments in whose jurisdictions the mine is located.
The above percentages are determined based on the following applicable royalty tariff
regulations:
a. For gold, a progressive royalty rate applies as follows:
– Reference Mineral Price (HMA) below US$1,800, a royalty rate of 7% of the
price per troy ounce applies;
– US$1,800 ≤ HMA < US$2,000, a royalty rate of 10% of the price per troy ounce
applies;
– US$2,000 ≤ HMA <US$2,200, a royalty rate of 11% of the price per troy ounce
applies;
– US$2,200 ≤ HMA <US$2,500, a royalty rate of 12% of the price per troy ounce
applies;
– US$2,500 ≤ HMA <US$2,700, a royalty rate of 14% of the price per troy ounce
applies;
– US$2,700 ≤ HMA <US$3,000, a royalty rate of 15% of the price per troy ounce
applies; and
– HMA is equal to or above US$3,000, a royalty rate of 16% of the price per troy
ounce applies.
For silver, a fixed royalty rate of 5% of the price per troy ounce applies.
General mining services
Other than regulating the mining activities, the Mining Law (as amended) along with its
implementing regulations also regulate mining services activities. Under the Mining Law (as
amended), the mining services business activities encompasses several sectors, among other
things (i) exploration, (ii) feasibility study, (iii) mining construction, (iv) mining area
environment, and (v) processing of mining commodity. Any company that intends to conduct
mining services activities is required to obtain IUJP and under MEMR Regulation
No. 7/2020, IUJP holders are prohibited from having any other mining licenses, such as an
IUP or IUPK. IUJP holders have several obligations as set forth under the MEMR Regulation
No. 7/2020, among other things, (i) prioritize using local products, sub-contractors and
manpower, (ii) prepare and submit a written report on its business activities, (iii) appoint an
operational person in charge as the head in the operational area, and (iv) submit all
documents relating to mining service contracts entered into with IUP, IUPK or other IUJP
holders.
If IUP/IUPK holders intend to engage mining service companies to support its business
activities, Mining Law (as amended) requires IUP/IUPK holders to engage with local and/or
national mining services companies and where no local and/or national mining service
company is available, the IUP/IUPK holders may engage foreign-owned mining services
companies. Furthermore, in engaging the mining service companies, the IUP/IUPK holders
shall retain responsibility for its mining business activities.
Under GR No. 96/2021 (as amended) IUP/IUPK holders are prohibited from engaging its
affiliates and/or subsidiaries with mining services business activities in the WIUP/WIUPK it
operates without approval from the MEMR. Such approval may be granted by the MEMR if:
a. no mining services company in the area that provides mining services similar as
provided by the relevant subsidiary;
b. no capable mining services company; or
c. no mining services company that is willing to engage with the IUP/IUPK holders.
For clarity, affiliates and/or subsidiaries in relation to a mining services company refer to a
mining company that has a direct share ownership relationship with a mining service
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company. According to Director General of Mineral, Coal and Geothermal Regulation
No. 376.K/30/DJB/2010 of 2010 on the Procedure and Requirements to Request Approval of
Using Subsidiaries and/or Affiliates in the Mining Service Business, a mining service company
has a direct share ownership in a mining company if:
a. 20% shares of the mining service company’s shares are directly owned by an IUP/IUPK
holder;
b. 50% of the voting rights of a mining service company are held by an IUP or IUPK
holder by virtue of an agreement directly controlling financial and operation policies of
the mining service company; and/or
c. an IUP/IUPK holder has the authority to appoint and discharge finance and
operational directors (or persons having equivalent positions) of a mining service
company.
Mandatory approval from MEMR and notification to MEMR
Pursuant to the Mining Law (as amended) and MEMR Regulation 7/2020, any change of
shareholding composition in a mining company must be approved by the MEMR. To obtain
the approval, the MEMR Regulation No. 48 of 2017 on Business Supervision in The Energy
and Mineral Resources Sector (“ MEMR Regulation No. 48/2017 ”) sets out that the mining
company must submit a written application to the MEMR along with administrative
requirements and financial requirements. Administrative requirements are comprised of,
among other things, the application letter, reason for the shares transfer, GMS’ approval for
the shares transfer, the latest articles of association ratified by the Minister of Law, a copy of
the IUP-OP, shares transfer plan, identity of the buyer of the shares, statement letter
certifying that all the infor mation provided are true and digital copies of all the
aforementioned documents. Meanwhile, the financial requirements are comprised of, among
other things, income tax report letter of the mining company for the last two years, audited
financial statement for the last two years, evidence of payment of non-tax state income,
income tax report letter of the buyer of the shares for the last two years and audited financial
statement of the buyer of the shares for the last two years. Noncompliance with this
requirement may result in administrative sanctions in the form of written warning, fines,
temporary cessation of Production Operation activities and/or revocation of the IUP .
Additionally, pursuant to MEMR Regulation No. 7/2020, any change of members of board of
directors and board of commissioners must be notified to the MEMR no later than 14 days
after the change has been notified to the MOL (which under the Indonesian Companies Law,
such change should be notified to the MOL by no later than 30 days from the date of the
shareholders’ resolution). Similarly, noncompliance with this requirement may result in
administrative sanctions in the form of written warning, fines, temporary cessation of
Production Operation activities and/or revocation of the IUP or IUPK.
Gold sales price controls
On 11 January 2017, the MEMR issued MEMR Regulation No. 7 of 2017 on Method of
Determination of Minerals and Coal Benchmark Sale Price as lastly amended by MEMR
Regulation No. 11 of 2020 (“ MEMR Regulation No. 7/2017 (as amended) ”). MEMR
Regulation No. 7 of 2017 (as amended) stipulates that the gold pricing arrangement between
the IUP, IUPK, or CoW holder and the gold purchaser (including their respective affiliated
parties) must determine the gold price which is no less than the metal mineral benchmark
price ( Harga Patokan Mineral Logam or “ HPML ”), which constitutes the floor price in
calculating the obligation to pay production dues by holders of IUP-OP/IUPK-OP for
metallic minerals. The HPML is stipulated by the MEMR for each commodity of the metal
minerals, including for gold metal.
The applicable HPML will be determined based on a formula containing several variables
including mineral content/value, constant, metal mineral price reference ( Harga Mineral
Logam Acuan or “ HMA ”), corrective factor, treatment cost and refining charges and/or
payable metal. The HPML formula is determined by the MEMR which may be regularly
reviewed on semi-annual basis and the HMA is determined by the MEMR on monthly basis
based on the metal mineral publications issued by LME, London Bullion Market Association,
Asian Metal, Indonesia Commodity & Derivatives Exchange, Jakarta Future Exchange
and/or other publications (both issued locally and overseas) used in selling metal minerals.
The HPML may be calculated in US Dollars or in Rupiah.
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Obligation to Process and/or Refine Minerals and Coal
Pursuant to the Mining Law (as amended) and GR No. 96/2021 (as amended), Operation
Production IUP/IUPK holders for mineral commodities ((i) metal minerals, (ii) non-metal
minerals, (iii) rocks and (iv) coal) must carry out processing and/or refining to increase the
value of minerals originated from domestic mining. The Government guarantees the
continuity of processing and/or refining result utilization. The guarantee is granted in the
form of export facilities and/or fiscal and/or non-fiscal incentives for companies that build
derivative industries of processing and/refining products. The minimum limit of processing
and/or refining for each mineral commodity is set out further in MOTR Regulation No.
23/2023 (as amended) (as defined below) for export purpose.
Mineral export license
Minister of Trade Regulation No. 23 of 2023 on Export Policy and Regulation as lastly
amended by Minister of Trade Regulation No. 9 of 2025 (“ MOT Regulation No. 23/2023 (as
amended) ”) sets forth limitations on the export of certain types of raw material, ore, and
processed and/or refined mining products. Mining products which are subject to limitations
under MOT Regulation No. 23/2023 (as amended) are listed in its appendix I, which mainly
consists of minerals that have been refined and/or processed in accordance with the minimum
applicable level of processing and/or refinery. The export of mining products listed under
appendix I of MOT Regulation No. 23/2023 (as amended) may only be performed by the
holder of (i) IUP-OP, (ii) IUPK-OP, (iii) IUP for Sales, or (iv) IUI, and such exportation can
only be carried out after verification or technical investigation has been performed by a
qualified surveyor (save for certain products which are excluded from such verification or
technical investigation requirements as stipulated under MOT Regulation No. 23/2023 (as
amended), the results of which shall be stated in surveyor report ( laporan surveyor ).
The Indonesian Government has implemented restrictions on the export of raw mining
materials as part of its policy to conserve non-renewable mineral resources and to promote
domestic processing and refining activities. Under Annex I of Minister of Trade Regulation
No. 22 of 2023 on Goods Prohibited from Being Exported as lastly amended by Minister of
Trade Regulation No. 8 of 2025 (“ MOT Regulation No. 22/2023 (as amended) ”), the export of
gold and silver ore is expressly prohibited. The regulation does not provide for any exceptions
permitting the export of unprocessed gold and silver ore under any circumstances. Specific for
the exportation of gold products, under MOT Regulation No. 22/2023 (as amended), (i) gold
in powder form, in unworked form, or in other semi-finished forms, not in the form of
monetary or coin form, with a purity of less than 99% Au and (ii) partially refined gold in the
form of gold ore and its concentrate, as well as doré bullion, are prohibited from being
exported. However, under MOT Regulation No. 23/2023 (as amended), such products can be
exported for non-commercial purposes, namely for the purposes of (i) research and
development, (ii) re-export, and/or (iii) export of industrial products categorized as mining
products whose primary raw materials originate from imports and/or metal scrap. Such
exportation can be carried out only after (i) verification or technical investigation has been
performed by a qualified surveyor, the result of which is stipulated in a surveyor report, and
(ii) export approval ( persetujuan ekspor ) from the Ministry of Trade has been obtained. For
gold in powder form, in unworked form, or in other semi-finished forms, not in the form of
monetary of coin form, with a purity of at least ≥ 99% Au can be exported for commercial and
non-commercial purposes after obtaining the surveyor report.
In addition, MEMR Regulation No. 25/2018, as amended from time to time, imposes
requirements on, among others, the processing and refining of minerals prior to export. As
further discussed below, key provisions include: (i) mining companies must prioritise domestic
demand before exporting; (ii) the specific DMO levels (e.g., percentage of production
allocated to domestic market) are not fixed in the regulation but may be determined
periodically by the MEMR; (iii) MEMR may also regulate types and quantities of minerals
required for domestic use. To implement these provisions, MEMR periodically stipulates
DMO quotas and/or price caps (e.g., MEMR Decree No. 268.K/MB.01/MEM.B/2025 on the
Guidelines for Determining Benchmark Prices for Sales of Metal Mineral and Coal
Commodities), and export approvals are contingent on meeting DMO obligations. In
particular, metallic minerals, including gold, to undergo domestic processing and refining to
achieve the specified minimum purity standards before such minerals can be exported.
Pursuant to its annex, (i) gold products derived from gold ore must have a minimum aurum
(Au) content of at least 99% and (ii) silver products from silver ore must have a minimum
argentum (Ag) content of at least 99%, in order to qualify for export approval. Accordingly,
only refined gold products and silver products that meet the prescribed purity threshold may
be exported from Indonesia.
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GR No. 96/2021 and MEMR Regulation No. 25 /2018 (as amended) provide that holders of
IUP-OP and IUPK-OP are required to prioritise domestic needs for minerals in general, such
provisions will be implemented through further regulations or decrees specifying the relevant
minerals and quantities.
MEMR Regulation No. 25/2018 imposes DMO requirements for coal and minerals mining
companies, under which mining companies are required to allocate a certain percentage of
their production for domestic use before exporting the remainder, with the applicable
percentages and commodities determined by the Government through further implementing
regulations. To date, while such DMO requirements apply to certain minerals in Indonesia, no
specific domestic market allocation requirements have been prescribed for gold and silver.
Additionally, there are currently no specific export quotas applicable for gold and silver. The
Company will continue to monitor developments in Indonesian mining and export control
regulations, including any changes or new policy that may introduce or expand domestic
allocation requirements for gold and silver. Nevertheless, holders of IUP-OP and IUPK-OP
may export minerals subject to the fulfilment of applicable processing and/or refining
requirements and compliance with prevailing export regulations (i.e. the specified minimum
purity standards).
Implementation of Export Duty on Gold Products
On 9 December 2025, the Minister of Finance of the Republic of Indonesia promulgated
Ministry of Finance Regulation No. 80 of 2025 on the Determination of Gold Export Goods
Subject to Export Duty and the Export Duty Tariff (the “ MOF Regulation No. 80 ”). Under
the MOF Regulation No. 80, certain gold products exported from Indonesia may be subject to
export duty, with tariff rates determined based on specified reference price ranges. Gold
products covered by the regulation include (i) doré in the form of lumps, ingots, cast bars and
other forms, (ii) non-doré granules and other untapped forms, (iii) non-doré lumps, ingots and
cast bars, and (iv) minted bars.
The applicable export duty tariff varies according to the reference price of gold per troy
ounce. Reference prices from USD2,800 to less than USD3,200 per troy ounce fall under the
first tariff band specified in the Schedule of the MOF Regulation No. 80, while reference
prices of USD3,200 per troy ounce or higher fall under the second tariff band specified in the
Schedule of the MOF Regulation No. 80. The export duty percentage for each gold product
category is therefore determined by its classification and the prevailing reference price during
the relevant period. The duty payable is calculated by multiplying the applicable tariff, the
quantity of exported goods, the export price per unit, and the applicable exchange rate, in
accordance with the ad valorem formula set out in the regulation. The export price used for
this calculation is determined by the Director General of Customs and Excise based on the
periodic Export Benchmark Price (HPE) issued by the Minister of Trade.
Land rights for mining purposes in Indonesia
The Mining Law (as amended) regulates that the granting of any mining license does not
constitute the granting of land rights over the land located within the mining concession area
to the mining company holding such mining license. Therefore, such mining company is
obliged by the Mining Law (as amended) and GR No. 96/2021 (as amended) to come to a
“settlement” with people holding land titles within the mining concession, as the holder of the
mining license only able to conduct the mining activities after obtaining the approval from the
land right holder. The purpose of this “settlement” is to compensate the land title holder for
the disruption to their utilization of the surface of the land caused by the mining activities. A
settlement only needs to be reached with land title holders in areas of the concession which
will be affected by mining activities. If the settlement effort by the mining company is failed,
the Indonesia Government through the MEMR altogether with the Ministry of Agrarian
Affairs and with the assistance of regional government shall mediate the land settlement.
Forestry regulation
Law No. 41 of 1999 on Forestry, as amended by Law No. 19 of 2004 on the Stipulation of
Government Regulation in Lieu of Law No. 1 of 2004 as Law (“ Forestry Law 1999 ”) provides
that open-pit mining operations cannot be conducted within protected forests. However, if a
mining company intends to conduct non-open-pit mining operation in forest area, it is
required to obtain the Forest Borrow-to-Use Permit ( Izin Pinjam Pakai Kawasan Hutan or
“IPPKH ”) which is the required permit to carry out the utilization of forest area for mining
purposes requires. Such permit is issued by the Minister of Forestry.
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However, after the Forestry Law 1999 was amended by the Job Creation Law (“ Forestry Law
(as amended) ”), the IPPKH is replaced by the Forest Area Utilization Permit ( Persetujuan
Penggunaan Kawasan Hutan or “ PPKH ”). In relation to the replacement of IPPKH by PPKH,
Indonesian Government Regulation No. 23 of 2021 on the Organization of Forestry (“ GR
No. 23/2021 ”) regulates that (i) IPPKH that have been issued and fulfilled all obligations prior
to the enforcement of this government regulation remains valid up until the expiration of such
IPPKH and enforced as the PPKH and (ii) IPPKH that have been issued but have yet fulfilled
all obligations prior to the enforcement of this government regulation shall remain valid and
shall complete the obligations in accordance with this government regulation.
Under GR No. 23/2021, mining activities in a forest area can only be carried out in production
forests ( hutan produksi ) and, if conducted underground, in protected forests ( hutan lindung ).
Further, Minister of Environment and Forestry Regulation No. 7 of 2021 on Forestry Plan,
Change of Area Function of the Forest and Utilization of Forest Area as amended by
Minister of Environment and Forestry Regulation No. 20 of 2025 (“ MOEF Regulation
No. 7/2021 ”), the quota of mineral and coal mining activities (including its facilities and
infrastructure) which may be granted a PPKH shall be (among other limitations):
a. up to 10% of the total area of the protected forest and production forest, if the mining
activities are conducted in an island;
b. up to 10% of the total area of the forestry holding unit ( kesatuan pemangkuan hutan ) if
the mining activities are conducted in a production forest within Perum Perhutani’s
working area;
c. up to 10% of the total area of the protected forest in a province if the mining activities
are conducted in a protected or production forest within such province.
However, the MOEF Regulation No. 7/2021 also provides exemption on the quota of mineral
and coal mining activities which may be granted a PPKH, namely if the PPKH is intended for
(among other transitional provisions):
a. mining exploration or extended exploration;
b. transportation roads for mining production;
c. strategic projects pursuant to a cooperation between governments;
d. mineral production operation activities accompanied by the construction of a smelter
that have been determined by the MEMR; or
e. mineral and coal mining activities that previously have obtained IPPKH for the
operation production activities which later re-apply to obtain PPKH for the same
location.
Under GR No. 23/2021, Provisi Sumber Daya Hutan (“ PSDH ”) is defined as a non-tax state
levy (PNBP) imposed as compensation for the intrinsic value of forest products and/or
forest-based outputs taken from State Forests. Under Article 102 of GR No. 23/2021, a holder
of a Forest Area Utilization Approval (Persetujuan Penggunaan Kawasan Hutan) is permitted
to conduct land-clearing tree-cutting activities, provided that the holder pays the applicable
PSDH or Dana Reboisasi (DR). GR No. 23/2021 situates PSDH within the national forestry
administrative framework, where PSDH constitutes part of the mandatory financial
obligations tied to forest utilization activities.
Minister of Environment and Forestry Regulation No. 8 of 2021 on Forest Zoning and the
Preparation of Forest Management Plans, as well as Forest Utilization in Protected Forests
and Production Forests, as amended (“ MOEF No. 8 of 2021 ”) reinforces this construction and
integrates PSDH into the operational regime of forest management by classifying PSDH as
part of the PNBP obligations used in forest-utilization licensing. Every forest product
extracted within a licensed forest-utilization area must be measured, verified, recorded, and
reported, and these recorded volumes form the basis for calculating PSDH. Under Article 308
of MOEF No. 8/2021, PSDH is imposed on (1) timber (Hasil Hutan Kayu) and non-timber
forest products (Hasil Hutan Bukan Kayu) extracted from certain areas, and (2) outputs of
forest-area utilization and (3) outputs of forest environmental-service utilization.
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Environmental regulation
Environmental protection in Indonesia is governed by various laws, regulations and decrees,
including the following:
a. Law No. 32 of 2009 on Environmental Protection and Management, as amended by the
Job Creation Law (“ Indonesian Environmental Law ”);
b. Indonesian Government Regulation No. 28 of 2025 on Implementation of the
Risk-Based Business Licensing (“ GR No. 28/2025 ”);
c. Indonesian Government Regulation No. 22 of 2021 on Implementation and
Management of Environmental Protection (“ GR No. 22/2021 ”);
d. Minister of Environment and Forestry Regulation No. 4 of 2021 on List of Business
and/or Activities Which Required to Have an Environmental Impact Assessment,
Environmental Management Effort and Environmental Monitoring Effort, or
Statement on Environmental Management and Monitoring Readiness ( Surat
Pernyataan Kesanggupan Pengelolaan dan Pemantauan Lingkungan Hidup or “ SPPL ”)
(“MOEF Regulation No. 4/2021 ”);
e. Minister of Environment Regulation No. 16 of 2012 on the Guidelines on Preparation
of Environmental Documents (“ ME Regulation No. 16/2012 ”);
f. MEMR Regulation No. 7/2020;
g. MEMR Regulation No. 26/2018;
h. MEMR Decree No. 1827K/2018; and
i. Minister of Environment and Forestry Regulation No.
P.26/MENLHK/SETJEN/KUM.1/7/2018 on the Guidelines for the Preparation,
Assessment, and Examination of Environmental Documents in the Implementation of
OSS (“ MOEF Regulation No. 26/2018 ”).
These laws generally provide, among other things, that mining companies must have the
facilities and bear the costs and expenses of reclamation and rehabilitation of concession
areas and shall prevent and minimize environmental pollution and destruction resulting from
mining activities. Mining companies whose operations have a significant environmental or
social impact must create and maintain Environmental Impact Assessment ( Analisis Mengenai
Dampak Lingkungan or “ AMDAL ”) documents, which must contain:
a. an analysis known as Terms of Reference on Environmental Impact Analysis Form
(Formulir Kerangka Acuan Analisis Dampak Lingkungan );
b. an environmental impact analysis ( Analisis Dampak Lingkungan );
c. an environmental management plan ( Rencana Pengelolaan Lingkungan ); and
d. an environmental monitoring plan ( Rencana Pemantauan Lingkungan ).
In certain circumstances as set out in the MOEF Regulation No. 4/2021, including where the
mining activities are in exploration stage, AMDAL documents are not required and an
Environmental Management Effort and Environmental Monitoring Effort ( Upaya
Pengelolaan Lingkungan dan Upaya Pemantauan Lingkungan or “ UKL-UPL ”) document must
be prepared instead. Technical guidelines for the preparation of these documents are set out in
ME Regulation No. 16/2012 and MOEF Regulation No. 26/2018.
Pursuant to MOEF Regulation No. 26/2018, a company must obtain environmental permits
which will be issued by the Online Single Submission system (“ OSS System ”) business
licensing system on behalf of the Minister of Environment and Forestry, Governor or
Mayor/Regent (in accordance with their respective authorities) through the OSS business
licensing system. However, by the issuance of the Job Creation Law, the requirement to obtain
a separate environmental per mit has now been removed. Instead, pursuant to GR
No. 22/2021, a company, in order to legally conduct its business and/or activity, must obtain
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an Environmental Approval ( Persetujuan Lingkungan ) from the central or regional
government’s approval, which serves as a pre-requisite for the issuance of business license
(perizinan berusaha ) of the company.
An Environmental Approval is obtained through preparation of AMDAL or UKL-UPL and
shall have the same validity period with the business license. Any business actors who have
conducted their businesses before GR No. 22/2021 takes effect and (i) who do not have the
environmental documents or who have environmental documents, but such documents do not
comply with prevailing regulations; and (ii) whose business locations are in accordance with
the spatial plan ( rencana tata ruang ), are required to have:
a. an Environmental Evaluation Documents ( Dokumen Evaluasi Lingkungan Hidup , or
“DELH ”) for business activities with significant environmental effect; or
b. an Environmental Management Documents ( Dokumen Pengelolaan Lingkungan Hidup ,
or “ DPLH ”) for business activities with insignificant environmental effect.
Such DELH or DPLH must be submitted by the business actor to the Minister of
Environment and Forestry, or regional government in accordance with their respective
authority, through an Environmental Documents Information System, to be approved. The
approved DELH or DPLH is equal to an Environmental Approval which is used as
pre-condition and integrated in the business licensing.
After all environmental documents are obtained, the company must conduct environmental
management of the mining areas under the Good Mining Practice principles under the
prevailing laws and regulations. MEMR Regulation No. 26/2018 states that environmental
management of the mining areas include the implementation of environmental management
and supervision according to the company’s environmental document; and prevention and
recovery of the environment in the event of pollution and/or environmental damage. Mining
companies have to prepare an annual Work Plan and Budget ( Rencana Kerja dan Anggaran
Belanja or “ RKAB ”) which includes environmental aspects. Holders of Exploration IUP,
Exploration IUPK, IUP-OP, and IUPK-OP are required to provide a reclamation guarantee,
and for holders of IUP-OP/IUPK-OP are also required to provide post-mining guarantee.
MEMR Decree No. 1827K/2018 further stipulates the guidelines on the environmental
management of the mining areas. The environmental management activities are supervised by
the mining inspector with further supervision from the head of the mining inspector.
In addition, mining companies are required to appoint a head of mining technology and
Person-in-Charge for Technical and Environmental matters who is required to: submit regular
reports on the environmental management and supervision activities to the mining inspector;
report if there is a potential environmental pollution and/or damage indication to the mining
inspector; submit a report regarding environmental case no later than 24 hours after the case
occurred accompanied by the mitigation plan to the mine inspector; create procedural
standard for environmental pollution and/or damage mitigation of the potentially caused
environmental pollution and damaged area; and lead the reclamation and post-mining
operation.
Under Indonesian environmental regulations, remedial and preventative measures and
sanctions (such as the imposition of substantial criminal penalties, fines and the cancelation
of concessions) may be imposed to remedy or prevent pollution caused by operations. Such
sanctions range from three to 15 years of imprisonment for any person who intentionally has
caused environmental pollution or environmental damage, and fines ranging from between
Rp3 billion to Rp15 billion, subject to an additional penalty of one-third of the fine amount
if the charge is filed against the party who ordered the criminal act or against the criminal
mastermind. The Minister of Environment and Forestry also reserves the right to impose a
monetary penalty in lieu of any rehabilitation obligations of a liable person.
Emission Discharge
Pursuant to the GR No. 22/2021 and Minister of Environment and Forestry Regulation No. 5
of 2021 on Procedures for the Issuance of Technical Approvals and Operational Feasibility
Certificates for the Environmental Pollution Control Sector (“ MOEF Regulation
No. 5/2021 ”), any business actor, including mining companies, that conduct emission
discharge activities, is required to obtain Technical Approval on Compliance with Emission
Quality Standards ( Persetujuan Teknis Pemenuhan Baku Mutu Emisi ) before conducting any
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emission dischargement activities. Furthermore, such business actor is also required to obtain
Operational Feasibility Certificates ( Surat Kelayakan Operasional or “ SLO ”) for its emission
control installations. In addition to the foregoing, under GR No. 22/2021, any business actor
that conducts emission dischargement activities is required to submit reports on fulfilment of
air pollution control obligation through the Environmental Information System ( Sistem
Informasi Lingkungan Hidup or “ SIMPEL ”).
Wastewater disposal
Pursuant to the GR No. 22/2021 and MOEF Regulation No. 5/2021, any business actor,
including mining companies, that dispose wastewater because of its business activities, is
required to obtain Technical Approval on Compliance with Wastewater Standard ( Persetujuan
Teknis Pemenuhan Baku Mutu Air Limbah ) before conducting the wastewater disposal
activities. Furthermore, such business actor is also required to obtain SLO for its wastewater
disposal installations. Pursuant to GR No. 22/2021, any business actor that conducts
wastewater disposal activities is required to submit reports on fulfilment of water pollution
control obligation through SIMPEL.
Hazardous and toxic substances
Pursuant to the GR No. 22/2021 and Minister of Environmental and Forestry Regulation No.
6 of 2021 on Procedures and Requirements for the Management of Hazardous and Toxic
Waste (“ MOEF Regulation No. 6/2021 ”), any business actor that produces hazardous and
toxic substances ( bahan berbahaya dan beracun or “ B3 Waste ”) in conducting its business
activities is required to temporarily storage the B3 Waste it produces in carrying out the B3
Waste temporary storage activities, such business actor is required to (i) comply with the B3
Waste storage standards which are integrated to the NIB, for hazardous waste producer with
business and/or activities that requires SPPL and/or (ii) obtain Technical Specification for B3
Waste Storage Activities ( Rincian Teknis Penyimpanan Limbah B3 ) which are included in the
Environmental Approval, for hazardous waste producer with business and/or activities that
requires AMDAL or UKL-UPL. Furthermore, business actor that conducts B3 Waste storage
activities is subject to the obligation to submit the B3 Waste storage activities report at least
once every six months since the issuance of its NIB and/or Environmental Approval.
Usage of explosives
Explosives usage in Indonesia for mining purposes is regulated by MEMR Regulation 7/2020
and Head of National Police Regulation No. 17 of 2017 on Licensing, Supervision, Control
and Safety of Commercial Explosive Materials (“ National Police Regulation No. 17/2017 ”).
Based on the National Police Regulation No. 17/2017, an “end-user” is defined as a legal
entity performing a government project and/or a private business entity that is directly
responsible as the user of an explosive material. The National Police Regulation No. 17/2017
requires end-users who are engaging in the mineral, coal and geothermal sectors to have:
a. an IUP, CoW , CCoW , concession, or other licenses;
b. a head of mining technician and explosive expert that holds a Blasting Permit Card
(Kartu Izin Meledakkan ) issued by the DGMC or the head of the provincial mining
office, as applicable; or
c. a local mineral business license for an entity that engages in the industrial mineral
sector or C class material in accordance with the prevailing laws and regulations.
National Police Regulation No. 17/2017 also provides that end-users may be granted certain
explosive-related licenses including a storage license, ownership, possession, and storage
license, purchasing and utilization license, transfer of use license, residual use license,
transport of explosives license and annihilation license.
Smelting Regulations
Under the Mining Law (as amended), the holder of IUP-OP/IUPK-OP, other than conducting
mining activities, may also engage in processing and/or refinery activities and have their own
smelting facility. The IUP-OP/IUPK-OP has become an integrated license to conduct mining
and smelting activities. Therefore, the holders of IUP-OP/IUPK-OP are not required to
obtain any specific license to carry out processing and/or refinery activities.
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However, if a company intends to only conduct processing and/or refinery activities without
conducting any mining activities, such company, under MEMR Regulation No. 7/2020 (as
amended), is required to obtain IUP-OP/IUPK-OP for processing and/or refinery (“ IUP
OM”). Under the Mining Law (as amended), the IUP OM issued before the law comes into
force shall be adjusted into an IUI that is issued based on laws and regulations in the
industrial sector within 1 (one) year at the latest since the law comes into force.
Regulation of the Indonesian Industrial Sector
The primary law on the industrial sector is Law No. 3 of 2014 on Industry as amended by the
Job Creation Law (“ Industrial Law ”). Under the grandfathering clause of the Industrial Law,
all ancillary regulations of the Law No. 3 of 2014 on Industry enacted prior to the amendment
by the Job Creation Law shall remain in force insofar as none of the provisions are in conflict
with the Industrial Law and to the extent that no ancillary regulation under the Industrial
Law were introduced.
The Industrial Law requires a company operating in the industrial sector to secure business
licenses from the Central Government. Prior to the enactment of the Job Creation Law, the
business license for industrial sector is the IUI. However, after the enactment of the Job
Creation Law and further strengthen by the enactment of the Minister of Industrial Affairs
(“MOI ”) Regulation No. 37 of 2025 on Standards for Business Activity and/or Standards for
Products/Services in the Implementation of Risk-Based Business Licensing in the Industrial
Sector (“ MOI Regulation No. 37/2025 ”), the required business license for a company engaging
in industrial sector is determined based on the risk level of the industrial business activities
carried out, as follows:
a. low risk level business activities: NIB;
b. medium-low risk level business activities: NIB and standard certificate ( sertifikat
standar );
c. medium-high risk level business activities: NIB and verified standard certificate
(sertifikat standar terverifikasi ); and
d. high risk level business activities: NIB and permit ( izin ).
However, under the grandfathering clause of the Industrial Law, any IUI that was secured
prior to the enactment of the Industrial Law shall remain valid insofar as the industrial
activities covered by the IUI remain in place. Failure to secure the required business license for
industrial sector business activity may result in administrative sanctions, such as written
notice, fines and/or temporary closure while absence of operations for three consecutive years
after obtaining the business license may also subject to the administrative sanctions in the
form of from written reprimand and revocation of business license and business license to
support business activities.
The Industrial Law also mandates that any company engaging in industrial activities must
carry out its operations within an Industrial Estate ( Kawasan Industri ) and failure to comply
may result in administrative sanctions on such company. However, under the MOI Regulation
No. 37/2025, this requirement is not applicable to (i) any industry located in regions which
have yet to be equipped with Industrial Estate or whose Industrial Estate are fully occupied,
(ii) small or medium-scale industries which have no potential to adversely affect the
environment or (iii) industries using certain raw materials and/or running certain
manufacturing processes, and which must be located in specialized zones, (iv) any industry
located in an industrial zone within a special economic zone.
In addition to the foregoing, the Industrial Law and the MOI Regulation No. 13 of 2025 on
the Procedures for the Submission of Industrial Data, Industrial Estate Data, Other Data,
Industrial Information, and Other Information Through the National Industrial Information
System (“ MOI Regulation No. 13/2025 ”) requires every company operating in the industrial
sector to submit report of the industrial data through the National Industrial Information
System ( Sistem Informasi Industri Nasional or “ SIINas ”), which must be carried out in the
development and production stages periodically four times a year with the following details:
a. industrial data for the period of January to March must be submitted on 1 April and no
later than 10 April of the current year;
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b. industrial data for the period of April to June must be submitted on 1 July and no later
than 10 July of the current year;
c. industrial data for the period of July to September must be submitted on 1 October
until no later than 10 October of the current year; and
d. industrial data for the period of October to December must be submitted on 1 January
until no later than 10 January of the following year.
Furthermore, under the MOI Regulation No. 13/2025, the company operating in the
industrial sector may be required to submit other data in the form of (i) additional data, (ii)
data clarification, and/or (iii) extraordinary events in the company if requested by the MOI
via the SIINas, in which such other data must submitted via SIINas no later than three days
after receiving the request from the MOI. Failure to submit the industrial data and/or other
data previously mentioned may subject the company to administrative sanctions ranging from
written reprimand to revocation of business license.
Furthermore, in relation to the industrial estate, the Industrial Law and Indonesian
Government Regulation No. 28 of 2021 on Industrial Affairs as amended by Government
Regulation No. 46 of 2023 stipulate that every company that intends to conduct industrial
estate business activity is required to fulfil business licensing from the Indonesian
Government. The business licenses that are required to be fulfilled by a company that intends
to engage in industrial estate business activities are (i) NIB and (ii) Industrial Estate Business
License ( Izin Usaha Kawasan Industri ). Under MOI Regulation No. 13/2025, company that
engages in industrial estate is required to submit industrial estate data through SIINas, which
shall be carried out during the development and the production stages periodically four times
a year with the following details:
a. industrial estate data for the period of January to March must be submitted on 1 April
and no later than 10 April of the current year;
b. industrial estate data for the period of April to June must be submitted on 1 July and no
later than 10 July of the current year;
c. industrial estate data for the period of July to September must be submitted on 1
October until no later than 10 October of the current year; and
d. industrial estate data for the period of October to December must be submitted on 1
January until no later than 10 January of the following year.
Furthermore, similar to companies that engage in industrial sector business activities, the
companies that engage in industrial estate business activities may be required to submit other
data if requested by the MOI via the SIINas. Failure to submit the industrial estate data
and/or other data previously mentioned may subject the company to administrative sanctions
ranging from written reprimand to revocation of business license.
Building Law
Law No. 28 of 2002 on Buildings as amended by the Job Creation Law (“ Building Law ”)
stipulates provisions on construction and utilization of buildings in which each building must
have certain function and classification. A function of a building must be obtained through a
Building Approval ( Persetujuan Bangunan Gedung or “ PBG ”) before the building is
constructed. The building must fulfil certain technical standard in accordance with its
functions. Building Approval will be issued by the central government through an electronic
system. Once a building is constructed and prior to its utilization, it must obtain a Functional
Worthiness Certificate ( Sertifikat Laik Fungsi or “ SLF ”). The certificate is issued by the
central government or regional government upon its discretion by taking into account among
others statement of function feasibility as submitted by the supervisory services or
construction management provider. Failure to fulfil requirements under the Building Law is
subject to administrative sanctions in the form of among other things, restriction on
construction activities, temporary/per manent suspension of construction work,
temporary/permanent suspension of building utilization or ultimately order of demolition of
the building. In addition, there is also a maximum fine of 10% of the value of the building.
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Indonesian Labor Law
Labor or employment in Indonesia is primarily regulated by the Law No. 13 of 2003 on Labor
as amended by the Job Creation Law (“ Indonesian Labor Law ”). Under the Indonesian Labor
Law, an employee is any person working for a salary or other form of remuneration. In
contrast, an employer is any individual, entrepreneur, legal entity or other body employing
manpower by paying a salary or other form of remuneration. An employee is employed by the
employer with an employment agreement, which consists of (i) fixed-term employment
agreement ( perjanjian kerja waktu tertentu or “ PKWT ) and (ii) permanent employment
agreement ( perjanjian kerja waktu tidak tertentu ). According to the Indonesian Government
Regulation No. 35 of 2021 on Fixed-Term Employment Agreement, Outsourcing, Working
Hours and Breaks and Termination of Employment Relationships, a PKWT must be
registered to the Ministry of Manpower (“ MOM ”) via an online platform established by the
MOM no later than three business days since the signing of the PKWT.
Employers are prohibited from paying wages below the minimum wage. The minimum wage is
determined annually by the Governor, based on the calculation formula stipulated in
government regulation which will be issued annually. The Governor is obligated to set the
provincial minimum wage ( upah minimum provinsi ) and may also establish the regency/city
minimum wage ( upah minimum kabupaten/kota ) if the calculation of the regency/city
minimum wage results in a figure higher than the provincial minimum wage.
Under the Indonesian Labor Law and Law No. 21 of 2000 on Labor Union, employees of a
company with more than ten employees may form a labor union. Such labor union must be
registered with the MOM. A registered labor union is entitled to (i) make a collective labor
agreement with the employer (see below), (ii) represent employees in solving industrial
relations disputes, (iii) represent employees in various employment activities and (iv) carryout
activities that can improve employees’ welfare.
The Indonesian Labor Law further provides that any employer that employs ten or more
employees is required to maintain a company regulation ( peraturan perusahaan ) which will
come into force once registered with the MOM (or its regional offices). The company
regulation contains, among other things, the rights and obligations of the employer and the
employee, term of works, and rule of the company. A company regulation is valid for two
years as from the date it is registered with the MOM and must be renewed once expired.
Failure to maintain a valid company regulation is subject to monetary sanctions ranging from
Rp5 million up to Rp50 million. The obligation to maintain a company regulation does not
apply if the employer has entered into a collective labor agreement (“ CLA ”) with its labor
union. The CLA must be made upon consensus between the employer and the labor union.
Similar with company regulation, CLA is valid for a maximum of two years from date it is
signed (unless otherwise agreed between the parties) and, by written agreement between the
parties, can be extended for a further one-year term. The CLA applies to all employees in a
company. If at the same time there is an employment contract entered into by the company
and an individual employee, the provisions of CLA shall apply in the absence of specific
provisions in the employment contract or in the event there are conflicting provisions between
the two agreements.
In addition to the above, the Indonesian Labor Law also provides that any employer that
employs 50 or more employees is required to establish Bipartite Cooperation Body ( Lembaga
Kerja Sama Bipartit or “ LKS Bipartit ”). The LKS Bipartit is a body functions as a
communication and consultation forum on matters related to industrial relations within a
company. The members of the LKS Bipartit consist of the employer and the workers’
representatives. According to MOM Regulation No. PER.32/MEN/XII/2008 of 2008 on
Procedures on the Establishment and Membership Structure of the Bipartite Cooperation
Body, the establishment of an LKS Bipartit must be registered to the MOM no later than 14
days following its establishment.
Moreover, the introduction of the Job Creation Law, particularly in the manpower sector, has
reinstated several provisions, including on outsourcing, which was previously deleted by the
Old Job Creation Law. Under the Job Creation Law, a company may subcontract part of its
work to another company under a written outsourcing agreement. However, the scope of
“part of its work” will be determined further by the government in a forthcoming government
regulation.
In addition to the abovementioned provisions, under Law No. 24 of 2011 on Social Security
Body ( Badan Penyelenggara Jaminan Sosial or “ BPJS ”) as amended by the Job Creation Law
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(“BPJS Law ”), an employer is required to participate in the Government’s social and security
program by gradually registering themselves and its employees as participants in the
Manpower BPJS ( BPJS Ketenagakerjaan ) and Health BPJS ( BPJS Kesehatan ). The amount
contributed to Manpower BPJS and Health BPJS are to cover the employee for general
healthcare and in case of occupational accident, death and for an old age pension is calculated
by reference to the amount an employee receives. The Job Creation Law introduces a new
unemployment insurance under the Manpower BPJS system. The insurance provides cash
payments, access to job openings and training, and compensation from the government. All
employees who are already enrolled with the Manpower BPJS system are automatically
registered for the unemployment insurance. The monthly premium contributions for these
benefits are paid by the central government. Employees’ entitlement will be deemed to have
been waived if they do not claim the benefits within three months of termination, obtain new
employment or pass away.
Investment Regulation
On 26 April 2007, the Indonesian Government issued Law No. 25 of 2007 regarding Capital
Investments (“ Investment Law ”), as amended by the Job Creation Law, which principally
regulates direct investments in Indonesia, in the form of foreign capital investments
(Penanaman Modal Asing or “ PMA ”) and domestic capital investment ( Penanaman Modal
Dalam Negeri or “ PMDN ”). In Indonesia, a foreign investor must undertake its investment
through a foreign investment limited liability company (“ PMA company ”).
The Investment Law provides that all types of businesses are open for investment, except for
certain sectors which are fully closed to investment and for certain sectors which can only be
carried out by the central Indonesian Government. Currently, these prohibited and restricted
business activities are listed in Indonesian Presidential Regulation No. 10 of 2021 on
Investment Business Sectors, which was amended by Indonesian Presidential Regulation
No. 49 of 2021 (“ PR No. 10/2021 ”). The types of business which are open for investment are
partly or conditionally open based on a system of permitted ownership limits, reserved sectors
and licensing requirements. Significantly, the PR No. 10/2021 provides that any sector not
stated to be closed or partly closed will be fully open for investment without restriction. The
list of business sectors on the Regulation 10/2021 is based on the comprehensive classification
of sectors set out in the Central Statistics Bureau ( Badan Pusat Statistik or “ BPS ”)
Regulation No. 2 of 2020 on Indonesian Business Sector Classification ( Klasifikasi Baku
Lapangan Usaha Indonesia or “ KBLI ”) (“ BPS Regulation No. 2/2020 ”). However, on 17
December 2025, the BPS Regulation No. 2/2020 has been replaced by the BPS Regulation No.
7 of 2025 on Indonesian Business Sector Classification (“ BPS Regulation No. 7/2025 ”). Under
BPS Regulation No. 7/2025, various amendments have been made to the KBLI under BPS
Regulation No. 2/2020, and all existing use of the KBLI under BPS Regulation No. 2/2020 by
Indonesian companies must be adjusted to conform with the KBLI under BPS Regulation No.
7/2025 no later than six (6) months from the enactment date of BPS Regulation No. 7/2025
(i.e., enacted on 18 December 2025). Consequently, the PR No. 10/2021 may be subject to
amendment to align with the updated KBLI set forth in BPS Regulation No. 7/2025.
To encourage capital investment, the Indonesian Government provides several incentives to
PMA and/or PMDN companies such as relief or reduction of tax and customs and
convenience in obtaining immigration and import services and/or permits. Another important
feature of the Investment Law is the Indonesian Government’s guarantee that it will not
nationalize a PMA company, except were declared by law. If the Indonesian Government
nationalizes any PMA company, it must pay compensation as determined by the market price
of the investment. This guarantee is accompanied by an assurance that the foreign investor
will have the right to transfer and repatriate in foreign currency, profit, bank interest,
dividends and other means of income.
If a company converts its investment status from PMDN to PMA or vice versa , under the
Investment Coordinating Board ( Badan Koordinasi Penanaman Modal or “ BKPM ”)
Regulation No. 5 of 2025 (“ BKPM Regulation No. 5/2025 ”), such conversion is subject to
post-reporting obligation through the Online Single Submission system (“ OSS system ”) for
further validation. Furthermore, based on this regulation, if a company that has subsidiaries
converts its investment status from PMDN and PMA, each of its subsidiaries must also
convert its status from PMDN to PMA. However, the BKPM Regulation No. 5/2025 does not
provide any time limit to carry out such conversion obligation.
Every business actor, according to the BKPM Regulation No. 5/2025 is required to submit
Investment Activities Report ( Laporan Kegiatan Penanaman Modal or “ LKPM ”) through the
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OSS system for each location and business activities stipulated in its NIB. The submitted
LKPM encompasses the following data:
a. realisation of investment;
b. realisation of employment;
c. realisation of goods and /or services production;
d. fulfilment of basic requirements, business license, and/or business license to support
business activities;
e. fulfilment of obligations and responsibilities of the investment business actors; and
f. constraints encountered by the investment business actors.
Furthermore, under the BKPM Regulation No. 5/2025, the submission of LKPM by every
business actor must be carried out in accordance with the following provisions:
a. Small-scale business actors are required to submit the LKPM every semester, whereby:
1. first semester report must be submitted no later than 15 July of the current year;
and
2. second semester report must be submitted no later than 15 January of the
following year.
b. Medium and large-scale business actors are required to submit the LKPM every
quarter, whereby:
1. first quarter report must be submitted no later than 15 April of the current year;
2. second quarter report must be submitted no later than 15 July of the current year;
3. third quarter report must be submitted no later than 15 October of the current
year; and
4. fourth quarter report must be submitted no later than 15 January of the following
year.
Regulations on Corporate, Social and Environmental Responsibility
Indonesian Companies Law imposes an additional obligation on all companies, including
companies engaged in the mining and industry sectors, to undertake activities concerning
“corporate, social and environmental responsibility”. The purpose of this obligation is to
create a sustainable relationship with the environment and to enhance the norms, values and
culture of the local community. Such obligation must be budgeted and treated as an expense
of the company, and must be implemented through reasonable measures. Any non-compliance
will be sanctioned in accordance with applicable laws.
On 4 April 2012, the Indonesian Government issued Indonesian Government Regulation
No. 47 of 2012 on Corporate Social and Environmental Responsibility (“ GR No. 47/2012 ”) to
implement Article 74(4) of the Indonesian Companies Law which imposes corporate, social
and environmental responsibilities. GR No. 47/2012 stipulates that the Board of Directors of
a company is responsible for implementing the mandatory corporate, social and
environmental responsibilities in accordance with the annual working plan of such company.
The annual working plan shall include a business plan and budget. The budget plans must be
prepared based on considerations of “appropriateness and reasonableness”, based on “the
financial capacity of the company having regard to the risks that give rise to the social and
environmental responsibilities that must be borne by the company, subject to the obligations
of the company as set out in the legislation governing the company’s business operations”.
Thus, in theory at least, the higher a company’s profits and the greater the impact of its
operations have on the environment, the more resources it should allocate to its corporate,
social and environmental responsibilities.
In addition to the foregoing, The Mining Law (as amended), MEMR Regulation No. 26/2018,
and GR No. 96/2021 (as amended) also require the holders of IUP/IUPK to organize
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community development programs. In carrying such obligation, holders of IUP/IUPK are
required to prepare a master plan for community development and empowerment plan for the
community for the communities residing around the WIUP and/or WIUPK that they operate.
In preparing such master plan, holder of IUP/IUPK is required to consult with the MEMR
and the regional government. Furthermore, the holder of an IUP/IUPK is required to allocate
funds for the implementation of a community development and empowerment program, the
amount of which shall be determined by the MEMR. Such fund allocation must also be
included in the RKAB. Holder of IUP/IUPK is obliged to submit report on realisation of
community development and empowerment program to the MEMR. A more specific
guidelines to organize community development programs is regulated in the MEMR Decree
No. 1824 K/30/MEM/2018 on the Guidelines on Implementation of Community Development
and Empowerment Program.
Indonesian Language Law
On 9 July 2009, Law No. 24 of 2009 on Flag, Language, Coat of Arms and National Anthem
(“Law No. 24/2009 ”) was enacted. It requires agreements to which an Indonesian party is a
party to be executed in the Indonesian language. If both an Indonesian party and a foreign
party are parties to an agreement (a “ Cross-Border Agreement ”), in addition to Indonesian
language, such Cross-Border Agreement may also be executed in English or the national
language of the foreign party. Law No. 24/2009 is silent as to whether both the Indonesian
language and foreign language versions of such cross-border agreements need to be executed
at the same time. On 30 September 2019, Presidential Regulation No. 63 of 2019 on Use of
Indonesian Language (“ PR No. 63/2019 ”) was issued as an implementing regulation of Law
No. 24/2009. PR No. 63/2019 further stipulates that parties to a Cross-Border Agreement may
contractually agree on the governing language of such agreement to determine the
interpretation in case where different translation occurs, implying that both the Indonesian
language and foreign language versions of a Cross-Border Agreement must at least be
executed simultaneously.
Capital Market Regulation
Trading Session
Trading on the IDX is conducted pursuant to IDX Regulation No. II A on Trading of Equity
Securities, as last amended on 8 April 2025. Trading of equity securities is carried out during
the following sessions:
Trading Session Markets
New Trading Hours
(GMT +7)
Pre-opening . . . . . . . . . . . . Regular Monday–Friday
08:45:00–08:59:59
1st session. . . . . . . . . . . . . . Regular, Cash and Negotiated Monday–Thursday
09:00:00–12:00:00
Friday
09:00:00–11:30:00
2nd session . . . . . . . . . . . . . Regular Monday – Thursday
13:30:00 – 15:49:59
Friday
14:00:00 – 15:49:59
2nd session . . . . . . . . . . . . . Negotiated Monday – Thursday
13:30:00 – 16:30:00
Friday
14:00:00 – 16:30:00
Pre-closing session . . . . . . . Regular Monday – Friday
15:50:00 – 16:01:59
Post closing session . . . . . . Regular Monday – Friday
16:02:00 – 16:15:00
Trading of securities is divided into three market segments: regular market, negotiated market
and cash market (except for rights issues which may only be traded in the cash market and in
the morning session of the negotiated market). The regular market is the mechanism for
trading stock in standard lots on a continuous auction market during exchange hours. Regular
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market and cash market trading is generally carried out in unit lots of 100 shares. Price
movements of traded securities are as follows:
a. for shares with a previous price of less than Rp200, in multiples of Rp1 and each price
movement should be no more than Rp10;
b. for shares with a previous price between the range of Rp200 up to less than Rp500, in
multiples of Rp2 and each price movement should be no more than Rp20;
c. for shares with a previous price between the range of Rp500 up to less than Rp2,000, in
multiples of Rp5 and each price movement should be no more than Rp50;
d. for shares with a previous price between the range of Rp2,000 up to less than Rp5,000,
in multiples of Rp10 and each price movement should be no more than Rp100; and
e. for shares with a previous price of Rp5,000 or more, in multiples of Rp25 and each
price movement should be no more than Rp250.
Auctioning takes place according to price priority and time priority. Price priority refers to
the giving of priority to buying orders at a higher price or selling orders at a lower price. Time
priority refers to the giving of priority to the buying or selling order placed first, if they are
placed at the same price.
The negotiated market trading is carried out (i) by direct negotiation between members of
IDX, (ii) between clients through one member of the IDX, (iii) between one client and one
member of the IDX, or (iv) between members of the IDX with the Indonesian Stock Clearing
and Guarantee (PT Kliring dan Penjaminan Efek Indonesia or the “ KPEI ”). Negotiated
market trading does not use round lots.
Transactions on the IDX regular market are required to be settled no later than the second
trading day after the transaction, except for cross trading. Transactions on the IDX
negotiated market are settled based on agreement of the parties involved, or not later than the
second trading day after the transaction if the parties have not agreed on the timing of
settlement. Transactions on the IDX cash market are required to be settled on the trading day
of the transaction. In case of a default by an exchange member on settlement, cash market
trading takes place, under which trading of securities by means of direct negotiation on cash
and carry terms will be conducted. All cash market transactions must be reported to the IDX.
An exchange member is obliged to pay a transaction cost as regulated by the IDX and in the
event of a delay in payment of the transaction cost a fine of 1.0% of the outstanding amount
will be imposed for each day of delay. For any violation of the IDX rules, the IDX may impose
on an exchange member any of the following sanctions namely, (i) a fine up to Rp500 million;
(ii) a written warning; and/or (iii) a temporary suspension of trading activities; or (iv) a
revocation of license as an exchange member.
All transactions involving shares listed only on the IDX that use the services of brokers must
be conducted on the IDX. In order for a trade to be made on the IDX, both the cash and
securities settlement must be conducted through the facilities of the IDX.
Between October and December 2008, engaging in short selling was prohibited by the IDX.
However, short-selling transactions were permitted after the issuance of an IDX decision
which took effect on 1 May 2009, subject to fulfilment of certain requirements such as: (i) the
maintenance of a regular securities account that shows the transaction records of the trader,
(ii) the maintenance of a margin trading or short selling financing securities account, and (iii)
an initial deposit of Rp200 million into the margin trading or short selling financing securities
account. Under normal and general conditions, only a member of the IDX that has obtained
approval from the IDX can enter into a short selling transaction or margin transaction.
Furthermore, the IDX may cancel a transaction if there exist proof of fraud, market
manipulation or the use of insider information. The IDX may also suspend trading if there
are indications of fraudulent transactions or artificial inflation of share prices, misleading
information, use of insider information, counterfeit securities or securities blocked from
trading, or any other material event. The IDX may suspend trading of certain securities or
suspend certain members of the stock exchange.
Based on agreements with their clients, members of the IDX charge a brokerage fee for their
services up to a maximum of 1.0% of the transaction value. When conducting share
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transactions on the IDX, exchange members are required to pay a transaction levy equal to
0.018% of each transaction value (subject to a minimum fee of Rp20 million a month) for
transaction of share and other registered securities, 0.009% of each transaction value for
clearing fees and 0.003% of each transaction value for settlement fees. Exchange members
generally pass on the cost of this levy to their clients. Clients are also responsible for paying a
11% value-added tax on the amount of the brokerage fee and transaction levy. Indonesian
sellers are also required to pay a withholding tax of 0.1% of the total transaction value, and
an additional tax of 0.5% for founder shares. A stamp duty of Rp10,000 is also payable on
every transaction.
At any time during working hours, shareholders or their appointees may request the issuer or
a securities administration bureau appointed by the issuer of such shares to register their
shares in the issuer’s registry of shareholders.
IDX Auto Rejection Regulations
Pursuant to IDX Rules No. II-A, JATS will automatically reject a sale offer and/or purchase
demand for equity type securities if:
a. the sale offer or purchase demand price is less than Rp50;
b. the sale offer or purchase demand price is: (a) more than 35% above or 15% below the
Reference Price (as defined below) within the range from Rp50 to Rp200; (b) more than
25% above or 15% below the Reference Price within the range from more than Rp200 to
Rp5,000; or (c) more than 20% above or 15% below the Reference Price over Rp5,000;
or
c. the volume of the sale offer or purchase demand in regular market or cash market is
more than 50,000 lots or 5% out of the total number of the company’s shares listed on
the IDX (whichever is smaller).
“Reference Price ” means (a) the closing price (harga penutupan) on the previous trading day
(the “ previous price ”) for shares that have been traded on IDX, (b) the theoretical price as a
result of a corporate action (harga teoritis hasil tindakan korporasi) for the shares if the
company is conducting a corporate action, (c) the initial price for shares of the company first
traded on the IDX, or (d) the fair price of the shares as determined by an independent
appraiser registered with OJK.
The above restrictions only apply to the regular market and cash market and not the
negotiated market of the IDX. After taking into account trading conditions, the IDX may
amend the above provisions upon a decision of the IDX board of directors with prior
approval from the OJK. Such amendment shall be announced in IDX and shall be effective, at
the earliest, after three trading days from such announcement.
Offering, Listing and Reporting Regulations
The Indonesian Government established the Financial Services Authority ( Otoritas Jasa
Keuangan or “ OJK ”) pursuant to Law No. 21 of 2011 on the Financial Services Authority as
amended from time to time, to assume supervisory and regulatory functions over financial
services sectors, including banking, capital markets, insurance, pension funds, finance
companies, and other financial institutions.
In capital markets sector, OJK regulates and monitors securities issues which are publicly
offered or listed in Indonesia. Initial securities offerings are generally conducted as
underwritten public offers for sale by subscription. OJK regulates the offering and allocation
procedures.
Unless waived, companies are required to meet certain historical financial requirements in
order to become listed on the IDX. Requirements for the listing on the IDX are set out in the
Amendment of Rule No. I-A, attachment to the Decision of the board of directors of IDX
No. Kep-00045/BEI/03-2026 dated 31 March 2026 on Listing of Shares and Equity-Linked
Securities other than Shares issued by a Listed Company, which came into force on 31 March
2026 (“ IDX Listing Regulation No. I-A ”), which revoked the provisions in the Decision of the
board of directors of IDX No. Kep-00101/BEI/12-2021 dated 21 December 2021 regarding
the Amendment of Regulation I-A regarding Listing of Shares and Equity-Linked Securities
other than Shares Issued by a Listed Company as the previous IDX Listing Regulation No.
I-A.
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Listed companies are required to submit, among other things, the following documents to
OJK and the IDX:
a. an annual report, to be submitted not later than four months after the end of the
financial year of the company;
b. consolidated financial statements consisting of:
1. an annual financial report audited by an accountant registered with OJK, to be
submitted no later than three months after the date of such report;
2. any of the following mid-year reports: (a) a mid-year report (unaudited), to be
submitted no later than one month after the date of such report; (b) a mid-year
report with limited review by an accountant registered with OJK, to be submitted
no later than two months after the date of such report; or (c) a mid-year report
audited by an accountant registered with OJK containing a full opinion on the
fairness of such report, to be submitted no later than three months after the date
of such report; and
3. quarterly reports, the preparation of which is required by the rules of the IDX, to
be submitted to the IDX no later than one month after the date of such report for
a non-audited report, two months after the date of such report for a limited audit
report, and three months after the date of such report for a fully audited report;
c. material information that is important and relevant according to OJK regulations and
which may affect the value of the security or an investment decision, which includes
merger, spin-off, acquisition, consolidation, stock split, combination of stock,
distribution of interim dividends, delisting or relisting, change in direct or indirect
control, change in management, repayment of debt securities, purchase or sale of
material assets, replacement of public accountants, replacement of trustees, material
legal claims, supervision of a relevant regulator which may affect the business, business
restriction by a relevant regulatory agency, debt restructuring, any material event which
may cause additional financial obligations or cause a disruption to revenue and other
important infor mation possibly affecting share prices on the exchange; such
information must be submitted to OJK and announced publicly as soon as possible but
in any event no later than two business days after such information is found;
d. a copy of any amendment to the company’s articles of association;
e. the purpose of the utilization of net proceeds from the initial public offering;
f. notice of any change in the composition of a company’s board of directors or board of
commissioners;
g. the amount of shares owned by each director and commissioner of a company;
h. report on shareholding and any change in shareholding which applies only to a
shareholder that owns 5% or more of the paid-up capital of the company;
i. report on shareholding and any changes in shareholding of a director or commissioner
in the company;
j. notice on appointment and replacement of corporate secretary; and
k. notice of any material deviation from projections published by the listed companies.
Transfer of Shares
Transfers of listed shares on the IDX are governed by the Indonesian Companies Law and
IDX rules. Under the Indonesian Companies Law, as a general matter, ownership of shares is
based on the registration of ownership in the relevant company’s share register. To be valid
against the issuing company, a request for an entry of the transfer into a share registry must be
received by the company. To be valid against a third party, the entry of the transfer must
actually be made into the share register.
Transfers of scripless shares are made by way of appropriate instructions to the relevant
brokers, sub-brokers or custodians with whom the transferor and the transferee involved
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maintain securities accounts in accordance with the individual arrangements with such
brokers, sub-brokers or custodians. Upon receipt of such instructions, the relevant brokers,
sub-brokers or custodians will, in accordance with such arrangements, effect the relevant
changes in the register which they are required to maintain for rights and entitlements
purposes.
Effective as of 30 June 2002, only shares held through PT Kustodian Sentral Efek Indonesia
(“KSEI ”) (and which have not been pledged or foreclosed upon based on a court order or
seized for the purpose of criminal proceedings) may be traded on the IDX.
Securities transaction settlement services are part of the central depository services provided
for the fulfilment of the rights and obligations as the result of stock exchange transactions or
over-the-counter transactions by means of the transfer of securities and or funds between
securities accounts. The settlement of stock exchange transactions is performed by KSEI
based on transfer instructions received from both a selling Clearing Member (defined as a
member of the stock exchange registered as the KSEI Clearing Member) and a buying
Clearing Member. Alternatively, KSEI may settle over-the-counter transactions based on
transfer instructions from a selling KSEI Selling Account Holder and acceptance from a
buying KSEI Account Holder. Over the counter transfer instructions must also state whether
the transaction requires a payment. When a transfer of securities and/or funds is completed
and settled, KSEI submits a report to the KPEI or the Clearing Member on the settlement of
a stock exchange transaction and confirmation is given to the relevant KSEI Account Holder
on the settlement of over-the-counter transactions.
Reporting Requirements for Indonesian Mining Listed Companies
Pursuant to Regulation No. I-A on the Listing of Shares and Equity Securities Other than
Shares Issued by Companies in the Mineral and Coal Mining Sector, public companies that
have entered the production operation stage but have not yet commenced the sales stage, as
well as public companies that have not yet commenced the production operation stage, are
required to disclose the following information:
a. A monthly report on the realization of the production operation work plan, which must
be submitted to the Exchange no later than the 12th (twelfth) day of the following
month. This reporting obligation applies on a continuous basis until the public
company has commenced the sales stage.
b. Information regarding the progress in achieving projected performance as disclosed at
the time of listing, which must be disclosed for the purpose of monitoring by the
Exchange. Such information must be submitted together with the annual financial
statements and disclosed on a periodic basis every 1 (one) year up to the 5th (fifth) year
following the company’s listing on the Exchange, or until the company records
operating profit and net profit, whichever occurs earlier.
Reporting Requirements on Shares Ownership
According to OJK Regulation No. 4 of 2024 on the Report on Share Ownership or Any
Change of Share Ownership in Public Company Shares and the Report on Activities of
Guaranteeing Public Company Shares juncto OJK Circular Letter No. 10/SEOJK.04/2025 on
Submission of Ownership Reports or Any Changes in Ownership of Public Company Shares
and Reports on Activities Guaranteeing Public Company Shares Electronically, (a) any
member of the board of directors or board of commissioners who owns shares with voting
rights (directly or indirectly), (b) any party that directly or indirectly holds at least 5% of the
Company’s shares with voting rights (including holders or beneficial owners of multiple
voting rights), and (c) any controlling shareholder, must report their ownership of, and any
change in the ownership of, the company’s shares to OJK through the electronic system no
later than 3 business days after the relevant transaction or change.
Any encumbrance or pledge over the Company’s shares representing at least 5% of voting
shares (whether in a single transaction or on an aggregated basis) must be reported to OJK no
later than 3 business days after the execution of the relevant encumbrance agreement.
At minimum, the report should include: (i) the reporter’s identity (including status as director,
commissioner, ≥5% holder, or controller), (ii) the name of the public company and the class of
shares (with voting rights), (iii) the number/percentage of shares or voting rights acquired,
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disposed, or encumbered, (iv) transaction date and price (for transfers) or key encumbrance
details, (v) purpose of the transaction, (vi) direct/indirect ownership status and, if indirect,
the upstream ownership chain/beneficial owner, and (vii) for controllers, a statement on
whether control will be maintained. Submission must be made via OJK’s electronic system.
OJK’s Regulation on Annual Reporting Requirements
OJK Regulation No. 29/POJK.04/2016 on Annual Report of Issuer or Public Company
governs the submission timeframe and contents of the annual reports of public companies
(“OJK Regulation No. 29/2016 ”). This regulation substantially deals with procedural and
technical matters related to corporate, accounting information. In addition, OJK has issued
Circular Letter No. 16/SEOJK.04/2021 on the Form and Contents of Annual Reports of
Issuers and Public Companies, which was issued on 29 June 2021 as the implementing
regulation for OJK Regulation No. 29/2016, (“ OJK Circular Letter No. 16/2021 ”). OJK
Circular Letter No. 16/2021 sets out in detail the requirements for the form and contents of
annual reports, including the requirement for a public company to reveal its ultimate principal
or controlling shareholder, clearly spelled out in diagrammatic or chart form. In accordance
with OJK Circular Letter No. 16/2021, annual reports may contain contents in any form
including images, graphs, tables and/or flowcharts (accompanied by a title and/or description
clarifying any such information). Failure to comply with these requirements may result in
administrative sanctions ranging from a written warning or suspension of business to business
license revocation.
In addition, as required under OJK Regulation No. 14/POJK.04/2022 on Submission of
Financial Statement of Issuer or Public Company enacted on 22 August 2022, within three
months after the end of each financial year, an issuer or public company must submit to OJK
and announce to the public its annual financial statements consisting of, among other things,
an audited statement of financial position and an audited profit and loss statement that have
been signed by all members of the Board of Commissioners and Board of Directors of the
relevant issuer or public company. Furthermore, such annual financial statements should be
approved and ratified by the shareholders of the relevant issuer or public company at the
annual general meeting of shareholders.
Related Party Transactions and Material Transactions
Under OJK Regulation No. 42/POJK.04/2020 on Affiliated Party Transactions and Conflict
of Interest Transactions (“ OJK Regulation No. 42/2020 ”), there are two types of related party
transactions, namely affiliated transactions and conflict of interest transactions. Pursuant to
OJK Regulation No. 42/2020, an affiliated transaction means any activity and/or transaction
performed by a public company or controlled company with an affiliate of the public company
or affiliate of a member of the board of directors, member of the board of commissioners,
major or substantial shareholder (being shareholder(s) who, directly or indirectly, owns 20%
or more shares with voting rights or such other lower threshold as determined by the OJK), or
controlling shareholder, including any activity and/or transaction performed by the public
company or controlled company for the interest of the affiliate of the public company or
affiliate of a member of the board of directors, member of the board of commissioners, major
shareholder or controlling shareholder.
A “controlling shareholder” is a controller as defined under OJK Regulation No. 9/2018,
which is a party that (a) directly or indirectly owns more than 50% of all shares with voting
rights that are fully paid up of public company; or (b) has the ability to determine, either
directly or indirectly, in any ways, the management and/or policy of a public company. As a
general rule, affiliated party transactions do not require the approval of independent
shareholders, unless: (i) the value of the affiliated party transaction exceeds the threshold of a
“material transaction” within the meaning of OJK Regulation No. 17/POJK.04/2020 on
Material Transactions and Change of Business Activities (“ OJK Regulation No. 17/2020 ”)
that requires GMS approval, (ii) the affiliated party transaction may potentially disrupt
continuation of the business of the company (e.g., the transaction in pro forma would cause
the public company to experience a decrease of 80% or more in its revenue or suffer a net loss)
and/or (iii) the OJK deems that the affiliated party transaction requires an approval.
Unless exempted, affiliated party transactions need (i) to be submitted to OJK for notification
and publicly announced within two business days following the date of the transaction and (ii)
a fairness opinion from an OJK-approved independent appraiser. A summary of such fairness
opinion must be published along with the public announcement in the company’s and IDX’s
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websites. However, if the affiliated transaction falls under certain exemptions as stipulated
under OJK Regulation No. 42/2020, such transaction (i) will be required to be reported to
OJK only, with no obligation to disclose the same to the public; or (ii) will not be required to
be announced to the public or reported to OJK, as the case may be.
Affiliated transactions that are required to be reported to OJK, but not publicly announced,
include, among others: (i) transactions performed pursuant to the implementation of laws and
regulations or a court decision; (ii) transaction between the following: (a) the public company
and a controlled company whose shares are held for at least 99% of paid-up capital of the
controlled company; (b) fellow controlled companies whose shares are held for at least 99% by
such public company; (c) a controlled company and a company whose shares are held by the
controlled company for at least 99% of paid-up capital of such company; (iii) transaction
which value not exceeding 0.5% of paid-up capital of the public company or not exceeding the
amount of Rp5,000,000,000, whichever is lower; (iv) transaction of loan received directly
from a bank, venture capital, financing company, or infrastructure financing company,
whether domestic or foreign; (v) transaction of granting of guarantees or security interest to
a bank, venture capital, financing company, or infrastructure financing company, whether
domestic or foreign, on loan received directly by the public company or controlled company;
(vi) transaction of addition or reduction of equity participation to maintain its percentage of
ownership after such participation has been performed for at least 1 (one) year; (vii)
transaction performed by a public company which is a financial service institution and a
controlled company which is a sharia financial service institution in the context of
development of such sharia financial service company; and/or (viii) transaction in the context
of restructuring performed by a public company directly or indirectly controlled by the
government.
Affiliated transactions that are not required to be disclosed to the public or reported to OJK
include, among others: (i) use of any facility provided by the public company to member of
the board of commissioners, member of the board of directors and/or major shareholder, in
the event of major shareholder concurrently serving as employee, and such facility is directly
connected to their responsibility to the public company and in accordance with policies of the
public company, and has been approved by GMS; (ii) transaction between the public company
and an employee, member of the Board of Directors, or member of the Board of
Commissioners of the public company or an employee, member of the Board of Directors, or
member of the Board of Commissioners of a controlled company with the same requirements,
to the extent it has been approved by GMS; (iii) consideration, including salary, pension fund
contribution, and/or special benefit provided to member of the Board of Directors, member
of the Board of Commissioners, and major shareholder, in the event of major shareholder
concurrently serving as employee, if the total amount of such consideration is disclosed in the
periodic financial statements, to the extent approved by GMS; (iv) continuing transaction
performed prior to the implementation of Initial Public Offering (IPO) by the public company
or prior to submission of registration statement as public company, provided that (a) the
transaction has been disclosed in the prospectus of initial public offering or in the
information transparency or registration statement of public company; and (b) terms and
conditions of the transactions has not undergone any change which may harm the public
company; and/or (v) continuing transaction performed upon implementation of or upon the
coming into effect registration statement as public company, provided that (a) the initial
transaction underlying the subsequent transaction has been complied with this regulation of
the OJK; and (b) terms and conditions of the transaction has not undergone any change
which may harm the public company.
Any transaction by a company listed on the IDX which entails a conflict of interest must be
approved by an independent shareholder. A conflict of interest transaction is defined in OJK
Regulation No. 42/2020 as a conflict between the economic interests of a public company, on
the one hand, and the personal economic interests of any member of its board of
commissioners, board of directors, major or substantial shareholders (defined as a holder of
20.0% or more of the issued shares) or controlling shareholders which may harm the relevant
public company. OJK has the power to enforce this rule, and shareholders may also bring
enforcement action based on this rule.
Corporate Governance of Public Companies
On 17 November 2015, OJK issued OJK Regulation No. 21/POJK.04/2015, on the
Implementation of Corporate Governance Guidelines for Public Companies (“ OJK
Regulation No. 21/2015 ”), which sets out several requirements on good corporate governance
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for public companies. Pursuant to OJK Regulation No. 21/2015, public companies are obliged
to implement corporate governance guidelines set by the OJK, and are required to disclose
information on the implementation of the recommendations mentioned in the good corporate
governance, or “ GCG ”, guidelines issued by the OJK (“ GCG Guidelines ”) in their annual
report. The GCG Guidelines are contained in the OJK Circular Letter No. 32/SEOJK.04/2015
on the Corporate Governance Guidelines for Public Companies.
The GCG Guidelines provide several recommendations to assist public companies with
implementing good corporate governance principles, including: to set self-assessment
procedures for the board of directors and board of commissioners, to issue an internal policy
on whistleblowing system, to provide and retain summaries of the resolutions of the general
meetings of the shareholders on the company’s website for at least one year. If a public
company does not implement the GCG Guidelines, such a public company is required to
provide an explanation on the underlying reason as to why the public company does not
implement the GCG Guidelines. Failure to implement the GCG Guidelines may be subject to
administrative sanctions imposed by the OJK, such as a written warning and a fine, among
other things.
Independent Commissioner and Audit Committee
Based on OJK Regulation No. 33/POJK.04/2014 on Board of Directors, Board of
Commissioners of Issuers or Public Companies, an independent commissioner of a listed
company must:
a. not own any shares of the listed company, whether directly or indirectly;
b. not have an affiliated relationship with the listed company, or with any commissioners,
directors or principal shareholders or controlling shareholders of the listed company;
c. not have any business relationship which is directly or indirectly related to the listed
company’s business activity; and
d. not be an employee of the company or a person who has had the authority or
responsibility over planning, leading, controlling or supervising the operations of the
company within the period of six months prior to appointment except for a
re-appointment as an independent commissioner in the listed company for the next
period.
Based on OJK Regulation No. 55/POJK.04/2015 on the Establishment and Guidelines for the
Duty of Audit Committee, the audit committee of a public company must comprise at least
three members, one of whom must be an independent commissioner of the listed company
who will serve as chairman of the audit committee. Pursuant to the OJK Regulation No.
55/2015, member of the audit committee must:
a. be characterized by a high level of integrity and competence, sufficient knowledge and
experience in line with educational background, and good communication skills;
b. understand financial statements, the company’s business (particularly in relation to the
service or business operations of the company), audit processes, risk management,
capital markets, and the prevailing rules and regulations;
c. comply with the code of ethics of the audit committee, as adopted by the company;
d. commit to enhance his/her professional knowledge through education and training;
e. comprise at least one member having an educational background in the accounting
and/or for finance field;
f. not be an insider in an accountancy firm, law firm, public appraiser, or other institution
that has provided assurance services, non-assurance services, appraisal services and/or
other consultancy services to the company within a period of six months prior to
appointment;
g. not have authority or responsibility over planning, directing, or controlling the
operations of the company within a period of six months prior to appointment, except
for the independent commissioner;
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h. not hold any direct or indirect shareholdings in the company. In the event that a
member of the audit committee acquires shares as the result of a legal action, then
within a period of not more than six months subsequent to such acquisition, the said
shares must be disposed of;
i. not include members affiliated with members of the board of commissioners, board of
directors, or substantial shareholders of the company; and
j. not have any direct or indirect business relationship with the core business of the
company.
Corporate Secretary
The corporate secretary acts as a liaison or contact person between the listed company,
Indonesian Government authorities, including OJK, and the public. The corporate secretary
must have access to material and relevant information relating to the listed company and must
be familiar with all statutory regulations relating to capital markets, particularly on disclosure
matters.
Pursuant to the OJK Regulation No. 35/POJK.04/2014 on Corporate Secretary of Listed
Company or Public Company, the corporate secretary must fulfill the following requirements:
a. be capable of performing legal acts;
b. have sufficient knowledge and understanding in the field of law, finance and corporate
governance;
c. understand the business activity of the issuer or the public company;
d. possess good communication skills; and
e. be domiciled in Indonesia.
Nomination and Remuneration Committee
Under OJK Regulation 34/2014 on the Nomination and Remuneration Committee of the
Issuer or Public Company, an issuer or a public company is required to have the function of
nomination and remuneration conducted by the board of commissioners. The board of
commissioners may form a nomination and remuneration committee consisting of at least
three members, with an independent commissioner acting as the head of the committee, while
the other members may be selected from (i) the board of commissioners, (ii) outside of the
public company, or (iii) managerial positions under the board of directors in charge of human
resources. In addition, members of the board of directors are not allowed to be appointed as
members of the nomination and remuneration committee. The committee is appointed and
dismissed following a decision of the board of commissioners. Furthermore, the nomination
and remuneration committee is responsible for, among other things:
a. providing recommendations to the board of commissioners concerning the (i)
composition of the board of directors and/or board of commissioners, (ii) policies and
criteria required in the nomination process, (iii) policies on the performance evaluation
for the board of directors and/or the board of commissioners, (iv) remuneration
structure, (v) remuneration provisions, as well as (vi) amount of the remuneration;
b. assisting the board of commissioners in conducting evaluations of the performance of
the board of directors and/or board of commissioners pursuant to the evaluation
standards;
c. providing recommendations to the board of commissioners regarding the skill
development program for the board of directors and/or board of commissioners;
d. proposing qualified candidates for membership on the board of directors and/or board
of commissioners to be submitted the general meeting of shareholders;
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e. providing recommendations to the board of commissioners on remuneration
committee; and
f. assisting the board of commissioners in evaluating the performance of the board of
directors and/or board of commissioners pursuant to the remuneration received by the
board of directors and/or board of commissioners.
IDX Listing, Relisting, Delisting, and Corporate Governance Rules
The IDX listing rules and regulations for equity securities are aimed at enhancing good
corporate governance and clarifying listing, relisting and delisting criteria, sanctions for
violation of stock exchange rules and e-reporting and monitoring. The IDX Listing
Regulation regulates the four-board system, consisting of the Main Board, the Development
Board, the Acceleration Board and the Economic Board.
The Main Board serves as the flag carrier of the IDX and is intended for companies fulfilling
regional listing standards relating to size, track record and net tangible assets. The
Development Board allows both large and small companies with prospects but who do not
qualify to be listed on the Main Board yet, as well as companies in the recovery phase, to be
listed on the IDX. The Acceleration Board is a listing board provided to accommodate issuers
with small-medium scale assets. Companies which have not been able to meet the requirements
of the Development Board can also be listed on the Acceleration Board. The Economic Board
is a listing board provided to accommodate issuers that use technology and have high growth
rates.
Initial Listing
Under the IDX Listing Regulation No. I-A, for the purposes of an initial listing, a listing
applicant must satisfy the following general listing requirements (“ General Listing
Requirements ”), which includes, among others: (a) having status as a limited liability
company, (b) having a registration statement declared effective by OJK, (c) have an initial
listing share price of at least IDR100 per share, (d) enter into an underwriting agreement on a
full commitment basis, (e) registering its equity at KSEI, (f) if the company is a subsidiary or
a holding company of another listed company, having obtained an appraisal/evaluation by an
independent appraiser registered with OJK, stating that upon termination of an affiliation
between the company and the listed company, each company can continue to sufficiently
perform its operational activities; and showing that either (i) the pro forma financial
statements of the company, independent of and without consolidation with the financial
statements of the listed company, or (ii) the pro forma financial statements of the listed
company, independent of and without consolidation with the financial statements of the
company, can satisfy the listing requirements.
Listing on Main Board, Development Board, Acceleration Board and New Economic Board
Under the IDX Listing Regulation No. I-A, a company is deemed qualified to undertake an
initial listing on the Main Board if it fulfils certain requirements, including:
a. having satisfied the General Listing Requirements;
b. having operated in the same core business for at least 36 (thirty six) consecutive months
prior to the listing application which is evidenced by recording an operating revenue
from commercial operations;
c. audited financial reports covering at least the last three financial years or the audited
financial statements covering at least two financial years and the last audited interim
financial statements if obtained opinion without modification;
d. either (i) having profit before tax in the last one financial year and net tangible assets of
at least IDR250 billion; (ii) having accumulated profit before tax in the last two
financial years of at least IDR100 billion and capitalization value of the shares is at
least IDR1 trillion before the listing; (iii) having business income in the last one
financial year of at least IDR800 billion and capitalization value of the shares is at least
IDR8 trillion before the listing; (iv) having total assets in the last one financial year of
at least IDR2 trillion and capitalization value of the shares is at least IDR4 trillion
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before the listing; or (v) having cash flows from cumulative operating activities in the
last two financial years of at least IDR200 billion and capitalization value of the shares
is at least IDR4 trillion before the listing;
e. having at least 1,000 shareholders, each having a single investor identification number,
with the following conditions: (i) for a prospective listed company that is conducting
public offering, this minimum number of shareholders requirement must be met after
the completion of the relevant initial public offering; and (ii) for a prospective listed
company that is not conducting a public offering, this minimum number of
shareholders requirement must be met no later than one month before the listing
application; and
f. the number of free float shares after the public offering is at least 300 million and meets
the following conditions:
1. at least 25% of the total listed shares for a company with a market capitalization
of less than IDR5 trillion;
2. at least 20% shares of the total listed shares for a company with a market
capitalization of IDR5 trillion up to IDR50 trillion; or
3. at least 15% shares of the total listed shares for a company with a market
capitalization exceeding IDR50 trillion.
g. a listed company must maintain a minimum free float of at least 15% of its total listed
shares (or such other amount approved by the IDX) after one year from the listing date
to remain listed on the IDX.
Under such listing rules, a company is deemed qualified to undertake an initial listing on the
Development Board if it meets certain requirements, including the following:
a. having satisfied the General Listing Requirements;
b. having operated in the same core business for at least the past 12 consecutive months
prior to the listing application date which is evidenced by recording an operating
income for the last one year;
c. fulfilled one of the following requirements: (1) it has net tangible assets of at least
IDR50 billion; or (2) it has accumulated profit before tax for the last two financial years
of at least IDR10 billion and shares capitalization value of at least IDR100 billion prior
to the listing; or (3) it has operating income in the last financial year of at least IDR40
billion and shares capitalization value of at least IDR400 billion prior to the listing; or
(4) it has total assets in the minimum amount of IDR250 billion in the last financial
year and shares capitalization value of at least IDR500 billion prior to listing; or (5) it
has cash flow from accumulated operational activities for the last two years of at least
IDR20 billion and shares capitalization value in the minimum amount of IDR400
billion prior to listing;
d. or if the proposed company to be listed is a company which has been experiencing
losses, has not yet booked any profit, or has been in operation for less than two years,
(1) based on its financial projection to be announced on the stock exchange at the latest
at the end of the second financial year as of the listing date the company is projected to
obtain operational and net profits; or (2) based on its financial projection by no later at
the end of the company’s sixth financial year as of the listing date, it has obtained
operational and net profits, especially if the proposed listed company is a company that
by nature of its business will likely require a longer period of time to reach a break-even
point;
e. shares owned by minority shareholders immediately after the initial listing within five
stock exchange days before the listing application which are at least 150 million shares
in number and meet the following conditions: (i) at least 20% shares of the paid up
capital for a company which has an equity value of less than IDR500 billion before the
public offering; (ii) at least 15% shares of the paid up capital for a company which has
an equity value ranging from IDR500 billion to IDR2 trillion before the public offering;
or (iii) at least 10% shares of the paid up capital for a company which has an equity
value of more than IDR2 trillion before the public offering; and
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f. at least 500 shareholders, each holding a securities account with the following
conditions; (i) for a prospective listed company conducting public offering, the number
of shareholders is the same with the amount during the Initial Public Offering; and (ii)
for a prospective listed company from a public company, the number of shareholders is
the latest shareholders no later than one month before the listing application.
The rules allow a company listed in the Development Board to be promoted to the Main
Board if it meets the requirement for listing on the Main Board.
Other than the above, under the Decision of the Board of Directors of IDX No.
Kep-00104/BEI/07-2023 dated 31 July 2023 on Amendment to the Rule I-V on Specific
Provisions on Listing of Shares and Equity Securities other than Shares issued by a Listed
Company in Acceleration Board, a company is deemed qualified to undertake an initial listing
on the Acceleration Board if it fulfils certain requirements. A company may also be deemed
qualified to undertake an initial listing on the New Economic Board it fulfils certain
requirements under the Rule I-Y on the Listing of Shares and Equity Securities other than
Shares issued by Listed Companies on the New Economic Board as stipulated in the
Attachment to the Decree of the Board of Directors of IDX No. Kep-00083/BEI/11-2022
dated 30 November 2022.
The rules also allow a company listed in the Acceleration Board, to be promoted to the Main
Board or Development Board if it fulfils the requirements for listing on the Main Board or
Development Board. The requirements for listing on the Main Board generally also apply to a
company that is willing to undertake an initial listing on the Economic Board.
Free Float Requirements
The IDX has introduced a revised free float regime under (i) Regulation No. I-A and (ii) IDX
Circular Letter No. SE-00004/BEI/03-2026 (the “ Circular Letter ”), both of which came into
force on 31 March 2026.
Under Regulation I-A, “Free Float Shares” are defined as shares that:
(a) are scripless and listed on the IDX;
(b) are held by shareholders each owning less than 5% of total issued shares;
(c) are not held by controlling shareholders or their affiliates;
(d) are not held by members of the board of directors or commissioners;
(e) are not treasury shares; and
(f) are not subject to transfer restrictions.
The introduction of the “shares subject to transfer restrictions” criterion is a key refinement,
excluding shares that are not freely tradable (e.g., shares under lock-up arrangements,
regulatory restrictions, or legal encumbrances).
The Circular Letter provides further guidance on what is considered “shares subject to
transfer restrictions”, including:
1. Shares under transfer restriction in accordance with the applicable laws and regulations
or as a result of the listed company’s corporate actions;
2. Shares that are part of a portfolio of a venture capital company or private equity firm;
and/or
3. Shares that are subject to seizure or blocking by law enforcement officers or competent
authorities.
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At the time of initial listing of a company on IDX, the minimum free float requirements for
the main board and development board under Regulation No. I-A are as follows:
Initial Free Float Requirement Main Board
Development
Board
Minimum number of free float shares . . . . . . . . . . . . . 300,000,000 150,000,000
Market capitalisation < IDR5 trillion (equivalent to
approximately USD294 million) . . . . . . . . . . . . . . . . ≥ 25% ≥ 25%
Market capitalisation of IDR5 trillion to IDR50
trillion (equivalent to approximately USD294 million
to USD2.9 billion) . . . . . . . . . . . . . . . . . . . . . . . . . . ≥ 20% ≥ 20%
Market capitalisation > IDR50 trillion (equivalent to
approximately USD2.9 billion) . . . . . . . . . . . . . . . . . ≥ 15% ≥ 15%
The minimum free float requirement is determined by reference to the issuer’s market
capitalisation, replacing the previous equity-based approach. In addition, the IDX retains
discretion to prescribe a different minimum free float for prospective listed companies
conducting a public offering with a proceeds value of at least IDR 30 trillion.
As advised by the Company’s Indonesian legal adviser,
1. shareholder, or in this case of an HDR issuance, the Depositary as the registered
shareholder, holding less than 5% of total issued shares in a listed company is classified
as “free float shares” under IDX Regulation No. I-A.
2. shareholder, or in this case of an HDR issuance, the Depositary as the registered
shareholder, holding 5% or more of total issued shares in a listed company may be
calculated as part of the free float, provided that (i) such shares are held for the benefit
of public investors and (ii) the shareholder holds less than 10% of the total listed shares.
This calculation is subject to an application by the listed company to the IDX and its
approval.
As advised by the Company’s Indonesian legal adviser, upon the Listing, if the Depositary
(which will hold more than 5% the Company’ shares) holds less than 10% of the total listed
shares, the Company may submit an application to the IDX for the shares held by the
Depositary be calculated as part of the free float.
Listed companies are required to maintain the prescribed initial free float for a period of at
least one year following the effective listing date at the IDX.
After the lapse of the one-year post-listing period, a listed company is required to
continuously maintain:
• at least 15% of its issued and listed shares as Free Float Shares; and
• a minimum of 50,000,000 Free Float Shares,
unless otherwise determined by the IDX.
In addition, a listed company is required to maintain a minimum number of 300 public
shareholders, which operates in conjunction with the free float requirement to ensure
adequate market dispersion.
A listed company is required to monitor its compliance with the free float requirements on an
ongoing basis. In the event that a listed company undertakes a corporate action resulting in
non-compliance with the free float requirements due to circumstances beyond the control of
the listed company, the listed company must submit a plan to restore compliance to the IDX
no later than 2 (two) exchange days after the listed company becomes aware that the free float
requirements are not fulfilled. The IDX has the authority to approve or reject the application
concerning the timeframe for fulfilling such requirement.
In certain circumstances where non-compliance arises as a result of a mandatory tender offer
pursuant to applicable OJK regulations, Regulation No. I-A allows for re-compliance with the
free float requirement within two years from the completion of such mandatory tender offer.
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For existing listed companies, the minimum free float requirement has been increased from
7.5% to 15%. Regulation I-A introduces a phased compliance schedule for all public
companies that have not met the requirements under the newly enacted regulation, as
summarized in the table below:
Market Capitalisation
(as of 31 March 2026)
Free Float
(as of
31 March 2026)
New Required
Free Float
Compliance
Deadline
≥ IDR5 trillion
(equivalent to approximately
USD294 million) . . . . . . . . . .
< 12.5%
1 ≥ 12.5% 31 March 2027
≥ 15% 31 March 2028
12.5% - < 15% ≥ 15% 31 March 2027
< IDR5 trillion
(equivalent to approximately
USD294 million) . . . . . . . . . .
Any percentage ≥ 15% 31 March 2029
1
This scenario is subject to a two-stage compliance process.
As of 31 March 2026, the Company’s market capitalisation is ap proximately IDR 120 trillion
and its free float was 31.25%. Accordingly, under Regulation No. I-A, the Company is
required to maintain a minimum free float of 15% by 31 March 2027. Based on the Company’s
Shareholders Registry as of 31 May 2026, the total free float shares in the Company amount
to 4,048,455,864 ordinary shares, representing approximately 27.48% of the total issued
shares of the Company.
Based on the above, the Company is currently in compliance with the minimum free float as of
this date and the Company will endeavour to comply with and maintain this free float
requirement at all times.
If there is a situation in the future where the free float of the Company becomes less than the
required threshold, the Company will explore available options to enhance liquidity, among
other things, by submitting an application to the IDX to determine certain shareholders to be
calculated as part of the free float (as applicable).
Under Regulation No. I-A, a listed company may submit a request to IDX for certain
shareholders to be categorized as part of the free float calculation, provided that the ultimate
beneficiaries of such ownership are public investors.
The request must be submitted together with supporting documents demonstrating that the
shareholding represents shareholders or an investment portfolio with public investors as the
ultimate beneficiaries, and the IDX may, at its discretion, approve or reject the application.
Under the Circular Letter, the supporting documents include information such as:
i. the name of the investment manager or the shareholder proposed to be categorized as
part of the free float calculation (the “ Proposed Party ”);
ii. the shareholders of the Proposed Party;
iii. the management of the Proposed Party;
iv. a statement letter confirming that there is no affiliation between: (a) the Proposed Party
and the controller of the listed company; (b) the shareholders of the Proposed Party
and the controller of the listed company; and (c) the management of the Proposed Party
and the controller of the listed company;
v. the number and list of ultimate beneficiaries (beneficial owners), or other documents
providing equivalent information as requested by the IDX, in lieu of disclosing the
number and names of beneficial owners of the shareholders or investment portfolio
proposed to be categorized as free float shareholders; and
vi. the number and percentage of free float shares (in the event that the application is
approved by the IDX).
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Moreover, the Proposed Party must hold less than 10% of the listed company’s total issued
shares.
Based on the above, if there is a situation in the future where the free float of the Company
becomes less than the required threshold, the Company may submit a request to IDX for
certain shareholders to be categorized as part of the free float calculation by demonstrating
that, although the shares are legally held by a particular shareholder (e.g., an investment
manager), the ultimate beneficiaries are widely dispersed public investors, and that such
Proposed Party does not have any affiliation or control relationship with the Company’s
controlling shareholder. If approved, such reclassification would increase the Company’s free
float without requiring an actual divestment of shares.
Failure to comply with the free float requirement may result in regulatory actions by the IDX,
which could potentially have an adverse effect on the Company’s listing status, trading
liquidity of its shares, and the interests of HDR holders. In addition, efforts to increase free
float, such as equity issuances, may have a dilutive effect and/or impact the market price of the
Company’s shares.
Under the prevailing Indonesian capital markets laws and regulations, there is no prescribed
or standalone concept of “public float”. The regulatory framework only recognises free float
as governed under Regulation No. I-A and the relevant Circular Letter.
There is no official reference of “public float” in the relevant prevailing Indonesian laws and
therefore no requirements for “public float” under Indonesian law to be complied with by the
Company. Instead, the Company’s compliance is assessed by reference to the applicable free
float requirements under the Indonesian regulatory regime.
The total number of base offering shares and over-allotment option shares that will become
the underlying HDRs upon Listing (excluding shares from the exercise of over-allotment
option portion) is 1,031,188,000 shares in the Company, representing approximately 7% of the
total issued shares of the Company. Moreover, the total number of offering shares that will
become the underlying HDRs upon Listing is 896,686,000 shares in the Company,
representing 6.09% of the total issued shares of the Company.
All shares underlying the HDRs will be recorded in the Company’s shareholder registry as
being held by the Depositary as a single shareholder. Under the Circular Letter, a listed
company may submit an application for certain shareholders to be classified as free float
shareholders, provided that such (i) ownership is held for the benefit of public investors and
(ii) shareholders hold less than 10% of the total listed shares.
In this regard, as advised by the Company’s Indonesian legal adviser, if upon the Listing, the
Depositary holds:
(i) less than 10% of the total listed shares of the Company, the Company may submit an
application to the IDX to determine that the shares held by the Depositary are
categorised to be free float shares; or
(ii) more than 10% of the total listed shares of the Company, the shares underlying the
HDRs cannot be counted as free float shares, regardless of the level of holdings of the
underlying HDR holders or their ultimate beneficial owners.
In consideration that based on the Company’s Shareholders Registry as of 31 May 2026, the
total free float shares in the Company amounts to approximately 27.48% of the total issued
shares of the Company, therefore the Company complies with the free float requirement.
With the assumption that the free float of the Company remains the same since 31 May 2026:
(i) If the shares registered under the name of the Depository Bank amounts to more than
10% of the Company’s total issued shares, the free float of the Company (based on the
Company’s Shareholders Register as of 31 May 2026) will be reduced from
approximately 27.48% to approximately 20.48%, therefore the Company will still
comply with the free float requirement.
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(ii) If the shares registered under the name of the Depository Bank amounts to less than
10% of the Company’s total issued shares, upon obtaining approval from the IDX to
count such shares as free float shares, the free float of the Company will remain being
27.48%, therefore the Company will still comply with the free float requirement.
Upon receiving a request from a listed company for certain shareholders to be categorized as
part of the free float calculation, the IDX will carry out an evaluation and assessment of the
submitted documents on a case-by-case basis. Approval of such request remains subject to the
IDX’s review and discretion. In this regard, the IDX will consider among other things, the
10% threshold requirement. Since the Regulation No. I-A has just recently been issued, as of
the Latest Practicable Date, the IDX has not issued any formal guidelines governing the
approval process or the specific criteria to be applied in evaluating such applications.
In practice, it is possible that the IDX may consider the substance of the shareholding
arrangement, including whether the relevant shares are held through a depositary or
custodian, and whether the ultimate beneficiaries of such shares are public investors who are
not affiliated with the Company’s controlling shareholder. This may include an assessment of
whether the underlying holdings reflect a broad base of public investors and whether the
depositary or nominee acts solely as an intermediary rather than exercising control over the
shares.
Regulatory Framework Governing Fundraising Activities of a Public Company
A public company in Indonesian is subject to the applicable Indonesian laws and regulations
as well as the rules of the IDX governing the raising of new funds. Below is a comparison
between available fundraising mechanisms by public companies:
Equity Fundraising
Rights Issue
Capital Increase without
Pre-Emptive Rights (“NPR”)
Regulation . . . • OJK Regulation No. 32/POJK.04/2015 on the Capital Increase of
Public Companies with Pre-emptive Rights as amended by OJK
Regulation No. 14/POJK.04/2019;
• Regulation No. I-A.
Regulatory
Approval
Procedure . .
Subject to submission of a
registration statement to OJK to
be declared effective.
No requirement to submit a
registration statement to OJK.
Size . . . . . . . . Not capped.
The size of the rights issue is
determined by the public company
to be approved by the GMS.
In general, may be conducted by
public companies which are (i) in
financial distress or (ii) not in
financial distress.
Under financial distress
Not capped.
Not in financial distress
An NPR by public companies which
are not in financial distress is limited
to maximum issuance of 10%.
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Rights Issue
Capital Increase without
Pre-Emptive Rights (“NPR”)
GMS Approval Required. The GMS must be
attended and approved by more
than ½ of the total issued shares
with valid voting rights.
Moreover, note that all issuance of
shares shall result an amendment
to the articles of association,
wh i c h re q u i re s at t e n d a n c e
quorum of at least 2/3 and
approval threshold of more than
2/3 of total issued shares with
valid voting rights.
Required.
Under Financial Distress
GMS must be attended and approved
by more than ½ of the total issued
shares with valid voting rights.
Not in Financial Distress
GMS must be attended and approved
by more than ½ of independent
shares.
Moreover, note that all issuance of
shares shall result an amendment to
the articles of association, which
requires attendance quorum of at
least 2/3 and approval threshold of
more than 2/3 of total issued shares
with valid voting rights.
Pricing . . . . . . The exercise price must be at least
the higher of (i) the lowest trading
price of the shares on the IDX
regular and cash markets (i.e.,
IDR 50), or (ii) the nominal value
of the shares.
Not in Financial Distress
The exercise price must be at least
90% of the average closing price of
the shares over the 25 consecutive
trading days on the regular market
before the application to list the
additional shares is submitted to the
IDX.
Under Financial Distress
The exact exercise price may be
agreed by the parties.
Debt Fundraising
Debt Securities and/or Sukuk
through Public Offering
Debt Securities and/or Sukuk
through Private Placement
Debt Securities to
Professional Investors
Regulation . • OJK Regulation No.
1 8 / P O J K . 0 4 / 2 0 1 5 o n t h e
Issuance and Requirement of
Sukuk as amended by OJK
Re g u l at i o n N o.
3/POJK.04/2018;
• IDX Rule No. I-B, attachment
to the Decision of the board of
directors of IDX No.
Kep-00038/BEI/05-2020 dated
20 May 2020 on Listing of
Bonds; and
• IDX Rule No. I-G, attachment
to the Decision of the board of
directors of IDX No.
Kep-00031/BEI/03-2021 dated
26 March 2021 on the Listing of
Sukuk.
OJK Regulation No.
3 0 / P O J K . 0 4 / 2 0 1 9 o n t h e
Issuance of Debt Securities
and/or Sukuk without Public
Offering
OJK Regulation No.
11/POJK.04/2018 on
Public Offering of
Debt Securities to
Professional Investors
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Debt Securities and/or Sukuk
through Public Offering
Debt Securities and/or Sukuk
through Private Placement
Debt Securities to
Professional Investors
Regulatory
Approval
Procedure
Subject to submission of a
registration statement to OJK to be
declared effective.
Not required, the issuer is only
required to submit the issuance
documents to OJK prior to the
issuance.
Subject to submission
of a registration
statement to OJK to
be declared effective.
Size . . . . . Not capped. The issuance must meet the
minimum threshold of at least
IDR1,000,000,000, or, in the
case of a staged issuance,
reaches such amount within
the period of 1 year.
Not capped.
GMS
Approval .
Not required, unless the public
company’s AOA requires GMS
approval.
Not required, unless the public
company’s AOA requires GMS
approval.
The issuance of bonds and/or
sukuk through private
placement are subject to the
material transaction rules if
the issuance meets the
applicable thresholds.
Not required, unless
the public company’s
AOA requires GMS
approval.
As of the Latest Practicable Date, the Company is not subject to specific limitations or
prohibitions under applicable Indonesian laws and IDX regulations that restrict the Company
from raising additional funds in the future.
In this regard, any fund raising through equity issuance would be subject to the applicable
regulatory framework and procedural requirements, including, among others, compliance
with the prevailing capital markets regulations, shareholder approval requirements (where
applicable), and relevant IDX rules governing the issuance and listing of new shares.
Delisting
Pursuant to IDX Rule I-N on Delisting and Relisting of Shares in Stock Exchange as
stipulated in the Attachment to the Decree of the Board of Directors of IDX
No. KEP-00054/BEI/05-2024, a company can be delisted by the IDX on several basis. Such
basis are (i) request of said listed company, (ii) OJK’s request, or (iii) IDX’s decree. For a
listed company to be able to delist voluntarily, it is required to fulfil several conditions which
are (i) its shares have been listed on the IDX for at least five years, (ii) has settled all of its
obligations to the IDX as required under the exchange rule, and (iii) has paid the delisting fee
amounting to five times of the most recent annual listing fee. Meanwhile, for a listed company
to be delisted based on IDX’s decree, there are several reasons that might trigger such
delisting, namely (i) certain conditions adversely affect the company as a going concern,
financially or legally, or such conditions adversely affect the continuing status of the company
as a public listed company and the company has not shown it has implemented sufficient
remedial actions, (ii) the listed company does not fulfil the listing requirements in the stock
exchange, or (iii) its shares are suspended from the regular market and the cash market and
may only be traded in the negotiated market within the last 24 months.
Furthermore, under OJK Regulation No. 45 of 2024 on Development and Strengthening of
Issuers and Publicly-Traded Companies (“ OJK Regulation No. 45/2024 ”), a listed company
that is going to be delisted is also required to:
a. obtain approval from their independent shareholders;
b. buy back all shares owned by their public shareholders until the number of shareholders
is less than 50 (or any other number determined by OJK);
c. announce their go-private plan along with the announcement of GMS to approve the
go-private plan; and
d. apply to OJK for a revocation of their effective registration statement.
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Buy Back
Pursuant to OJK Regulation No. 29 of 2023 on Buy Back of Share Issued by Public Company
enacted on 29 December 2023 (“ OJK Regulation No. 29/2023 ”), a public company may
repurchase its shares in accordance with Articles 37 and 39 of the Indonesian Companies Law,
or to satisfy Article 62 of the Indonesian Companies Law as long as such buyback does not
related to or causing fraud, market manipulation and/or insider trading. The repurchase of
shares shall be completed within 12 months after the date of approval of the general meeting
of shareholders. The public company is required to transfer the buyback shares within three
years after the completion of the share repurchase. If, after the three-year period, there are
still remaining buyback shares held by the public company, the company is required to
complete the transfer of such shares no later than one year after the lapse of the three year
period. However, the three year period for transferring the buyback shares may be extended
for another two years if (i) the public company has transferred at least 10% of the buyback
shares, or (ii) the company’s share price during those three years has never exceeded the
average buyback price of a public company.
Furthermore, under OJK Regulation No. 13 of 2023 on Policy to Maintain the Performance
and Stability of the Capital Market Under Significantly Fluctuating Market Conditions
enacted on 20 July 2023 (“ OJK Regulation No. 13/2023 ”) an issuer or a public company also
may buy back its shares if there are significantly fluctuating market conditions as long as such
buyback does not related to or causing fraud, market manipulation and/or insider trading.
“Significantly fluctuating market condition” occurs under the following circumstances:
a. a decrease in most of all the prices of securities listed on the IDX or market organizer
outside the IDX in which such a large amount of material occurs suddenly (crash);
b. capital market is under significant pressure;
c. regional and global economic conditions that are experiencing pressure and
deceleration to have a significant impact or potential to have a significant impact on the
stability of the capital market;
d. occurrence of natural or non-natural disasters that have an impact on the pressure on
the stability of the capital market;
e. such a large redemption of shares or investment product participation units and
material in nature which occurs suddenly (crash), the cessation of securities trading for
most of the securities portfolios of investment products at the IDX, or the closing of
the IDX in which most of the securities portfolios of investment products are traded;
f. trading system failures or transaction settlements which cause the market to fluctuate
significantly; and/or
g. other conditions as established by the OJK.
Under OJK Regulation No. 29/2023, every public company that buyback its shares are
required to disclose such buyback to its shareholders simultaneously with the GMS
announcement by complying with the principle of transparency which must at least contain:
a. estimated schedule, the estimated cost of the buyback of shares, and the estimated
nominal value of all shares to be bought back;
b. explanation, consideration and reason for the buyback of public company shares;
c. estimated decrease in revenue of the public company as a result of the implementation
of the buyback of shares and the impact on the financing cost of the public company;
d. pro forma earnings per share of the public company after the plan to buy back the
shares, by taking into account the decline in revenue;
e. limitation of share price for the buyback of shares;
f. limitation on the period of buyback of shares;
g. method to be used in order to repurchase the shares;
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h. management discussion and analysis on the effect of the buyback of shares on the
business activities and growth of the public company in the future; and
i. source of funds to be used for the implementation of the buyback of shares.
EXCHANGE CONTROLS
Exchange Controls
Foreign exchange activities in Indonesia are primarily governed by Law No. 24 of 1999 on
Foreign Exchange Traffic and Exchange Rate System (as amended), which adopts a free
foreign exchange regime subject to further regulation by Bank Indonesia.
The Rupiah has been, and in general is, freely convertible within or from Indonesia. However,
to maintain the stability of the Rupiah and to prevent the utilization of the Rupiah for
speculative purposes by non-residents, Bank Indonesia has introduced regulations such as
Bank Indonesia Regulation No. 6 of 2024 on the Money Market and Foreign Exchange
Market (“ PBI 6/2024” ) to restrict the movement of Rupiah from banks within Indonesia to
offshore banks, an offshore branch of an Indonesian bank, or any investment denominated in
Rupiah by foreign parties and/or Indonesian parties domiciled or permanently residing
outside Indonesia, thereby limiting offshore trading to existing sources of liquidity.
Bank Indonesia retains broad authority under applicable laws to introduce additional foreign
exchange measures, liquidity controls or macroprudential regulations in response to market
conditions.
Indonesian Law on Currency and Obligation to Use Rupiah in Indonesian Territory
On 28 June 2011, the House of Representatives (or the “ Indonesian Parliament ”) passed Law
No. 7 of 2011 on Currencies, which was amended on 12 January 2023 by Law No. 4 of 2023 on
the Development and Strengthening of the Financial Sector (the “ Currency Law ”) and on 31
March 2015, Bank Indonesia issued Bank Indonesia Regulation No. 17/3/2015 (“ PBI 17/3 ”)
and enacted Bank Indonesia Circular Letter No. 17/11/DKSP of 2015 on 1 June 2015 as the
implementation guidelines (“ SEBI 17/2015 ”). Under the Currency Law and PBI 17/3, all
parties are required to use Rupiah for cash and non-cash transactions conducted within
Indonesia, including (i) each transaction which has the purpose of payment; (ii) settlement of
other obligations which must be satisfied with money; and/or (iii) other financial transactions
(including deposits of Rupiah in various amounts and types of Rupiah denomination from
customers to banks).
Subject to further requirements under PBI 17/3, the obligation to use Rupiah does not apply
to (i) certain transactions relating to the implementation of state revenue and expenditure; (ii)
the receipt or provision of grants either from or to overseas; (iii) international trade
transactions, which includes (a) export and/or import of goods to or from outside Indonesian
territory and (b) activities relating to cross border trade in services; (iv) bank deposits
denominated in foreign currencies; (v) international financing transactions; or (vi)
transactions in foreign currency which are conducted in accordance with applicable laws and
regulations, including, among others; (a) a bank’s business activities in foreign currency which
is conducted based on applicable laws regarding conventional and sharia banks, (b) securities
in foreign currency issued by the Government in primary or secondary markets based on
applicable laws, and (c) other transactions in foreign currency conducted based on applicable
laws, including the law regarding Bank Indonesia, the law regarding investment and the law
regarding Lembaga Pembiayaan Ekspor Indonesia (Indonesia Eximbank).
The Currency Law and PBI 17/3 prohibit the rejection of Rupiah when offered as a means of
payment, to settle obligations and/or with respect to other financial transactions within
Indonesia, unless there is uncertainty regarding the authenticity of the Rupiah bills offered,
or the parties to the transaction have agreed in writing to the payment or settlement of
obligations in a foreign currency. Article 10 of PBI 17/3 further explains that the exemption
based on such a written agreement between the parties is only applicable to an agreement
made with respect to one of the above exempted transactions or transactions related to a
strategic infrastructure project.
REGULATORY OVERVIEW
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PBI 17/3 took effect from 31 March 2015, and the requirement to use Rupiah for non-cash
transactions was effective from 1 July 2015. Written agreements which were signed prior to 1
July 2015 that contain provisions for the payment or settlement of obligations in foreign
currency for non-cash transactions will remain effective until the expiry of such agreements.
However, any extension and/or certain amendment of such agreements must comply with PBI
17/3.
According to SEBI 17/2015, a business operator in Indonesia must quote the price of goods
and/or services in Rupiah and is prohibited from conducting dual quotations where the price
of goods and/or services is listed both in Rupiah and a foreign currency, anywhere including
on electronic media. The restriction applies to, among others, (i) price tags, (ii) service fees,
such as agent fees in the sale and purchase of property, tourism services fee or consultancy
services fee, (iii) leasing fees, such as apartment leases, housing leases, office leases, building
leases, land leases, warehouse leases or vehicle leases, (iv) tariffs, such as loading/unloading
tariff for cargo at the seaport or airplane ticket tariff, (v) price lists, such as a restaurant menu
price list, (vi) contracts, such as clauses for pricing or fees, (vii) documents of offer, order,
invoice, such as the price clause in an invoice, purchase order or delivery order, and/or (viii)
payment evidence, such as the price listed in a receipt.
Further, SEBI 17/2015 stipulates that conditional exemptions may apply to certain
infrastructure projects, among others, (i) transportation infrastructure, including airport
services, seaport procurement and/or services, railway infrastructure and facilities, (ii) road
infrastructure, including toll roads and toll bridges, (iii) watering infrastructure, including
standard water bearer channel, (iv) drinking water infrastructure, including standard water
bearer building, transmission channels, distribution channels, drinking water treatment
installation, (v) sanitation infrastructure, including waste water treatment installation,
collector channel and main channel, and waste facility which includes transporter and waste
storage, (vi) informatics and telecommunications, including telecommunication network and
e-government infrastructure, (vii) power infrastructure, including power plant, which includes
power development sourcing from geothermal, transmission or distribution of electricity, and
(viii) natural crude oil and natural gas infrastructure, including transmission and/or
distribution of crude oil and natural gas. These exemptions apply if (a) the project has been
declared by the central or regional government as a strategic infrastructure project, as
evidenced by a formal confirmation letter from the relevant ministry/institution with regards
to the project owner; and (b) an exemption approval has been obtained from Bank Indonesia.
A failure to comply with the obligation to use Rupiah in cash transactions will result in
criminal sanctions in the form of fines and confinement. While a failure to comply with the
obligation to use Rupiah in non-cash transactions will be subjected to administrative
sanctions in the form of (i) written warning, (ii) fines, and/or (iii) prohibition from
undertaking payment activities. Bank Indonesia may also recommend the relevant authorities
and institutions to conduct certain action such as revoking the business license or stopping
the business activities of the party which fails to comply with the obligation to use Rupiah in
non-cash transactions.
Purchasing of Foreign Currencies Against Rupiah through Banks
On 11 July 2024 and 23 September 2024, Bank Indonesia issued PBI 6/2024 and Members of
the Board of Governor of Bank Indonesia Regulation No. 11 of 2024 on Foreign Exchange
Market Transactions (collectively, “ FX Transaction Regulation ”), respectively. Under the FX
Transaction Regulation, any purchase of foreign currency against Rupiah that exceeds a
prescribed threshold is required to have an underlying transaction and supported by
underlying transaction documents. Certain transactions are exempted from the underlying
requirement, including (i) interbank FX transactions, (ii) transactions between a bank and an
Islamic bank or Islamic banking unit, and (iii) transactions cleared through a central
counterparty (CCP).
REGULATORY OVERVIEW
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The threshold is (i) US$100,000 or its equivalent per month per purchaser, for either spot
(cash) transactions, (ii) for forward and domestic-non deliverable forward (DNDF)
transactions, US$100,000 per month per purchaser for buy transactions and US$5,000,000
per transaction for sell transactions, (iii) US$5,000,000 per transaction for swap transactions,
(iv) for other FX derivative transactions, US$100,000 per month per purchaser for buy
transactions and US$1,000,000 per transaction for sell transactions. In the event that a
purchase exceeds the threshold, the maximum amount of a purchase cannot exceed the value
of the underlying transaction. For purchase of foreign currencies against Rupiah within the
threshold, the purchaser must declare in a duty stamped or authenticated written statement
that its purchase of foreign currency against Rupiah is within the prescribed threshold. The
declaration may be provided through various authenticated formats, including signed letters,
official email, SWIFT messages, Bank’s electronic system-generated confirmations, or
negative confirmation.
The underlying transaction for the purposes of the FX Transaction Regulation may consist of:
(i) domestic trade of goods and services; (ii) current account activities; (iii) the granting of
facility or financing from a bank in Indonesia to Indonesian residents for trade and
investment activities; (iv) financial account activities; (v) capital account activities; and (vi)
any other underlying transaction which is determined by Bank Indonesia. The underlying
transaction may not include: (i) a placement of funds; (ii) securities issued by Bank Indonesia;
(iii) undrawn credit or financing facilities; or (iv) cryptocurrency assets.
Failure to comply with underlying transaction documentation requirements or declaration
obligations may result in administrative sanctions imposed by Bank Indonesia, including
written warnings, fines and/or restrictions on foreign exchange transactions.
The following sets out as a summary of certain Listing Rules that do not apply to the
Company pursuant to Rule 19C.11 of the Listing Rules.
LISTING RULES WHICH DO NOT APPLY TO THE COMPANY
As the Company is seeking a secondary listing on the Stock Exchange under Chapter 19C of
the Listing Rules, certain requirements under the Listing Rules do not apply to the Company
pursuant to Rule 19C.11 of the Listing Rules. These exceptions to the Listing Rules include,
among other things, certain requirements on continuous professional development of
directors, overboarding and tenure hard cap of independent non-executive directors and
establishment of board committees under Rules 3.09F, 3.09G, 3.09H, 3.12A, 3.13A, 3.17, 3.21
to 3.23, 3.25 to 3.27C, 3.28 and 3.29; Chapter 7 (Methods of Listing); the free float and public
float requirements under Rules 8.08(1) and 8.08A; certain share repurchase and lock-up
requirements under Rules 10.05, 10.06(2)(a) to (c), 10.06(2)(e), 10.06(4), 10.06(5), 10.06A(1),
10.06A(3), 10.06B, 10.07(1), 10.07(2) to (4) and 10.08; certain continuing disclosure
obligations under Rules 13.11 to 13.22, 13.23(1), 13.23(2), 13.25A, 13.27, 13.28, 13.29,
13.31(1), 13.32A to 13.32G, 13.36, 13.37, 13.38, 13.39(1) to (5A), 13.39(6) to (7) (exception
limited to circumstances other than where a spin-off proposal requires approval by
shareholders of the parent), 13.40 to 13.42, 13.44 to 13.45, 13.47, 13.48(2), 13.49, 13.51(1),
13.51(2) (except that each director or member of the overseas issuer’s governing body must
provide their contact information and personal particulars as soon as possible as required
under Rule 3.20), 13.51B, 13.51C, 13.52(1)(b) to (d), 13.52(1)(e)(i) to (ii), 13.52(1)(e)(iv)
(exception limited to issues outside the Stock Exchange’s markets), 13.52(2), 13.67, 13.68,
13.74, 13.80 to 13.87 (exception limited to circumstances other than where a spin-off proposal
requires approval by shareholders of the parent), 13.88, 13.89 and 13.91; Chapter 14
(Notifiable Transactions); Chapter 14A (Connected Transactions); Chapter 15 (Options,
Warrants and Similar Rights); Chapter 16 (Convertible Equity Securities); Chapter 17 (Share
Schemes); Appendix C1 (Corporate Governance Code); Appendix C2 (Environmental, Social
and Governance Reporting Code); Appendix C3 (Model Code for Securities Transactions by
Directors of Listed Issuers) and Appendix D2 (Disclosure of Financial Information).
REGULATORY OVERVIEW
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HISTORY
The Company incorporated in November 2015 under the name PT Pani Bersama Jaya, as a
limited liability company, pursuant to the Deed of Establishment No. 87 dated 20 November
2015 which was approved by the Minister of Law pursuant to Decree No.
AHU-2467705.AH.01.01.TAHUN 2015 dated 20 November 2015. Upon its establishment, the
Company’s initial business activities were focused on the sector of mining related activities.
MCG acquired 66.70% of the Company’s total issued and paid-up capital in November 2018
and the Company became a subsidiary of the MCG Group. Since then, the Company has
evolved into a holding company engaged in gold mining and associated mineral processing
activities, as well as other related minerals business operations. The Company, through its
subsidiaries, manages the Pani Gold Mine at Pohuwato Regency, Gorontalo Province in
Sulawesi, Indonesia and oversees mining operations, processing activities, and supporting
infrastructure for the Pani Gold Mine.
On 23 September 2025, the Company became primary listed on the IDX under the ticker
EMAS through its initial public offering and as a spin-off from MCG. Following its initial
public offering, the Company remains a majority-owned subsidiary of MCG.
The Company is an IDX-listed gold mining company anchored by the Pani Gold Mine, which,
based on the Industry Report, is recognized as one of the largest primary gold mines in
Indonesia on a resources basis. By 2030, the Company is expected to rank among the top two
primary gold mines in Asia by production.
KEY HISTORICAL MILESTONE
Set out below are some of our key historical milestones:
Date Event
November 2015 . . . . • Incorporation of the Company under the name of PT Pani
Bersama Jaya as a limited liability company; and
• Incorporation of PBT.
November 2018 . . . . MCG acquired a majority stake in the Company, effectively
representing 66.70% of the Company’s total issued and paid-up
capital and became the controlling shareholder of the Company.
December 2022 . . . . The Company entered into the ABI Merger Deed, pursuant to which
ABI was merged into the Company. As a result of the merger, the
Company obtained 99.99% ownership in GSM.
September 2023 . . . . Acquisition of 99.99% ownership in MMI.
December 2023 . . . . Acquisition of 99.99% ownership in MAP .
June 2024 . . . . . . . . . Acquisition of 51% ownership in PETS through PEG. As a result,
the Company obtained an effective ownership of 99.99% in PETS.
August 2024 . . . . . . . Incorporation of PIJ, in which the Company holds 99.96%
ownership.
January 2025 . . . . . . Incorporation of PIN, in which the Company holds 99% ownership.
June 2025 . . . . . . . . . The Company changed its name to PT Merdeka Gold Resources
Tbk.
September 2025 . . . . The Company became primary listed on the IDX (under the ticker
EMAS) on 23 September 2025.
HISTORY AND CORPORATE STRUCTURE
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Date Event
October 2025 . . . . . . Commencement of initial ore mining activities and energization of
the 150kV PLN power grid.
November 2025 . . . . Commencement of production activities at the Ore Processing Plant
(OPP).
December 2025 . . . . • Commencement of the crushed ore stacking.
• Early works infrastructure and bulk earthworks for CIL
commenced construction. The Group obtained a syndicated
financing facility of US$350,000,000 with PT Bank UOB
Indonesia as facility agent, security trustee and security agent,
and other financial institutions as lenders.
February 2026 . . . . . • First gold production from the Pani Gold Mine.
• Entered into the first gold sales and purchase agreement.
March 2026 . . . . . . . Completion of the first gold sales.
OUR SUBSIDIARIES
The principal business activities, date of establishment and place of incorporation of each of
our subsidiaries as of the date of the Latest Practicable Date are shown below:
Name of
subsidiary
Date of
Establishment
Date of
becoming part
of the Group
Place of
Establishment
Shareholding
percentage
held by the
Group
(1) (2)
Principal Business Activities
PBT . . . . November
2015
November
2015
Indonesia 99.99% Precious basic metal
manufacturing industry, holder
of IUP-OP specifically for
Processing and/or Refining
PEG . . . . December
2013
December
2017
Indonesia 99.99% Holding company
PETS . . . February 2014 December
2017
Indonesia 99.99% Gold and silver mining, holder of
the IUP-OP of certain part of
the Pani Gold Mine
GSM . . . . July 1994 December
2022
Indonesia 99.99% Gold and silver mining, holder of
the CoW in relation to certain
part of the Pani Gold Mine
MMI . . . . May 2022 September
2023
Indonesia 99.99% Support activities for other mining
and quarrying, and rental and
leasing
MAP . . . . December
2019
December
2023
Indonesia 99.99% Wholesale trade activities on a fee
or contract basis, other
supporting transportation
activities n.e.c. (not elsewhere
classified), other business
support service activities n.e.c.
(not elsewhere classified), real
estate owned or leased, and
construction of civil engineering
buildings for roads
PIJ . . . . . August 2024 August 2024 Indonesia 99.96% Industrial area
PIN . . . . January 2025 January 2025 Indonesia 99.99% Precious basic metals
manufacturing industry.
HISTORY AND CORPORATE STRUCTURE
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Note:
(1) Such shareholding interest may be held directly by the Company or indirectly through its subsidiaries.
(2) Pursuant to the Indonesian Companies Law, all companies incorporated in Indonesian are required to have at
least two Shareholders. As of the Latest Practicable Date, the remaining 0.01% of PBT is held by Mr.
Januarius Felix Lumban Gaol (who is an Independent Third Party and not a representative or nominee of the
Company); the remaining 0.01% of GSM is held by MCG; the remaining 0.01% of MMI is held by MKI; the
remaining 0.01% of MAP is held by MKI; and the remaining 0.04% of PIJ is held by MKI; PEG is held as to
99.99% by PBT and 0.01% by the Company; PETS is held as to 99.87% by PBT, 0.13% by PEG and the
Company; PIN is held as to 55% by PETS and 45% by GSM. Mr. Januarius is an independent third party and
is not a representative, nominee, affiliate, or core connected person of the Company, its controlling
shareholders, directors or management. To the best knowledge of the Company, he holds the remaining 0.01%
equity interest in PBT in his personal capacity.
LISTING ON THE IDX
O
n 23 September 2025, the Company completed its initial public offering and listing of its
Shares on IDX under the ticker “EMAS”. Since the date of our listing on IDX and up to the
Latest Practicable Date, our Directors and Commissioners confirmed that the Company had
no instances of non-compliance with the rules of IDX in any material respects and to the best
knowledge of our directors and commissioners after having made all reasonable enquiries,
there is no matter that should be brought to investors’ attention in relation to our compliance
record on IDX.
MCG, the Controlling Shareholder of the Company, has been listed on the IDX under the
ticker “MDKA ” since 19 June 2015. For a period of five full financial years prior to the date of
this Prospectus (i.e. during 2021 – 2025), MCG had no instances of non-compliance with the
rules of IDX in any material respects and to the best knowledge of our directors and
commissioners after having made all reasonable enquiries, there is no matter that should be
brought to investors’ attention in relation to MCG’s compliance record on IDX.
REASONS FOR THE SECONDARY LISTING
Our proposed secondary listing on the Hong Kong Stock Exchange represents a strategic
initiative to strengthen the Company’s capital market platform and enhance its international
profile. We believe that secondary listing on the Hong Kong Stock Exchange would diversify
and broaden our investor base by attracting international institutional investors, improve
trading liquidity through access to deeper global capital markets, strengthen corporate
governance and reporting standards through compliance with international regulatory
frameworks, and funding flexibility for project development and growth initiatives. We believe
that a Hong Kong listing will further support our long-term development objectives by
enhancing our accessibility to international investors seeking exposure to Indonesia’s gold
sector, subject to applicable regulatory requirements and market conditions.
REORGANIZATION DURING THE TRACK RECORD PERIOD
During the Track Record Period, the Company consolidated the interests in MMI and MAP
as part of its reorganization to consolidate and strengthen operational control over assets
related to the Pani Block. These transactions were conducted on normal and arms-length
commercial terms. Set out below are the details of such reorganization steps:
The MMI Reorganization:
On 20 September 2023, MMI underwent a reorganization where: (i) MMI issued 990,000 new
shares with a nominal value of Rp4,950,000,000 for which the Company subscribed in full of
such new shares (the “ MMI Shares Issuance ”); and (ii) the Company and MCG entered into a
Shares Sale and Purchase Deed under which MCG agrees to transfer 9,999 shares in MMI that
it held, with a nominal value of Rp49,995,000 to the Company (the “ MMI Acquisition ”). The
total consideration for both MMI Shares Issuance and MMI Acquisition are approximately
US$325,560.
Each of the MMI Shares Issuance and the MMI Acquisition was approved by the
shareholders of MMI through the Deeds of Restatement of Circular Resolution in Lieu of
Extraordinary General Meeting of Shareholders of MMI, dated 20 September 2023 and were
completed on the same date.
HISTORY AND CORPORATE STRUCTURE
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Following the completion of the MMI Shares Issuance and the MMI Acquisition, the
Company holds 99.99% of the issued and paid-up capital of MMI. The consideration of the
MMI Acquisition was determined on normal commercial terms with reference to, among
other things, the net assets of MMI, which was assessed by an independent valuer. MMI
carries out other support activities for mining and quarrying, rental of construction
equipment with operator, and rental and leasing for mining and energy machinery and
equipment.
The MAP Reorganization:
On 18 December 2023, MAP underwent a reorganization where: (i) MAP issued 668,000 new
shares with a nominal value of Rp167,000,000,000 for which the Company subscribed in full
of such new shares (the “ MAP Shares Issuance ”); and (ii) the Company and MCG entered
into a Shares Sale and Purchase Deed under which MCG agreed to transfer 240,199 of its
shares in MAP, with a nominal value of Rp60,049,750,000 to the Company (the “ MAP
Acquisition ”). The total consideration for both MAP Shares Issuance and MAP Acquisition
were approximately US$14,904,533.
Each of the MAP Shares Issuance and the MAP Acquisition was approved by the
shareholders of MAP through the Deed of Restatement of Circular Resolution in Lieu of
Extraordinary General Meeting of Shareholders of MAP, dated 18 December 2023 and were
completed on the same date.
Following the completion of the MAP Shares Issuance and the MAP Acquisition, the
Company holds 99.99% of the issued and paid-up capital of MAP . The consideration of the
MAP Acquisition was determined on normal commercial terms with reference to, among
other things, the net assets of MAP, which was assessed by an independent valuer. MAP
carries out wholesale trade activities on a fee or contract basis, other supporting
transportation activities, other business support service activities, real estate ownership or
leasing, and construction.
ACQUISITIONS DURING THE TRACK RECORD PERIOD
PETS Acquisition:
On 27 June 2024, the Company and PEG separately entered into a Shares Transfer Deed with
KUD Dharma Tani, pursuant to which, KUD Dharma Tani transferred 255 of its shares in
PETS, with a nominal value of Rp255,000,000 and representing approximately 51% of the
issued and paid up capital in PETS, to the Company and PEG, for a total consideration of
Rp677,930,972 and Rp172,194,466,857, respectively (the “ PETS Acquisition ”).
The PETS Acquisition was approved by the shareholders of PETS by way of Deed of
Restatement of Circular Resolution in Lieu of Extraordinary General Meeting of
Shareholders of PETS dated 27 June 2024 and the PETS Acquisition was completed on the
same date.
Prior to the PETS Acquisition, the Company held approximately 49% of the issued and
paid-up capital in PETS and therefore following the PETS Acquisition, the Company
currently indirectly holds 99.99% of the total issued and paid-up capital of PETS. The
consideration of the PETS Acquisition was determined on normal commercial terms with
reference to, among other things, the net assets of PETS, which was assessed by an
independent valuer. PETS carries out gold and silver mining business and holds the IUP-OP
covering an area of around 100 hectares in Hulawa Village, Buntulia District, Pohuwato
Regency, Gorontalo Province, where the Pani Gold Mine is located.
The PETS Acquisition did not constitute a major transaction pursuant to Note 1 to Rule
4.05A of the Listing Rules. During the Track Record Period and up to the Latest Practicable
Date, we did not conduct any major acquisitions, disposals or mergers that we consider
material to us.
HISTORY AND CORPORATE STRUCTURE
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OUR CORPORATE STRUCTURE IMMEDIATELY PRIOR TO THE GLOBAL
OFFERING
The following diagram illustrates the corporate and shareholding structure of our Group
immediately prior to the completion of the Global Offering:
99.99000%
99.99000% 99.87349% 45.00000%
99.99000% 99.99000% 99.99000% 99.96000%
0.00025%
0.12626%
0.01000%
55.00000%
Other
Shareholders
the Company
(IDX: EMAS)
MCG(3)
(IDX: MDKA)
PBT(2) GSM(1) MMI(2) MAP(2) PIJ(2)
PETS
PEG
PIN
36.66998% 63.33002%
Note:
1. The remaining of 0.01% from GSM is owned by MCG;
2. Please refer to “History and Corporate Structure — Our Subsidiaries” for the ownership of PBT, MMI, MAP
and PIJ.
3. MCG is a listed company on the IDX (ticker: MDKA) and it had no single shareholder holding 30% or more
of its interest.
4. Other than MCG, there are no other Shareholders holding 5% or more of the Company’s issued shares.
HISTORY AND CORPORATE STRUCTURE
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--- page 173 ---
OUR CORPORATE STRUCTURE IMMEDIATELY FOLLOWING THE COMPLETION
OF THE GLOBAL OFFERING
The following diagram illustrates the corporate and shareholding structure of our Group
immediately following the completion of the Global Offering (assuming the Over-allotment
Option is not exercised):
Other
Shareholders
MCG(3)
(IDX: MDKA)the Depositary
30.58306% 63.33002%6.08692%
HDR Holders
100.00000%
the Company
(IDX: EMAS)
99.99000%
99.87349%
99.99000% 99.99000% 99.99000% 99.96000%
0.00025%
0.12626%
0.01000%
55.00000%
PBT MMI MAP PIJ
PETS
PEG
PIN
GSM(1)
99.99000% 45.00000%
Note:
1. The remaining of 0.01% from GSM is owned by MCG;
2. Please refer to “History and Corporate Structure — Our Subsidiaries” for the ownership of PBT, MMI, MAP
and PIJ.
3. MCG is a listed company on the IDX (ticker: MDKA) and it had no single shareholder holding 30% or more
of its interest.
4. Other than MCG, to the best of the Company’s knowledge, there are no other Shareholders holding 5% or
more of the Company’s issued shares.
HISTORY AND CORPORATE STRUCTURE
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OVERVIEW
Who We Are
MGR is an IDX-listed gold mining company positioned among the top pure-play gold
producers in Asia. Anchored by the Pani Gold Mine, the largest primary gold mine in
Indonesia on Resources and Reserves basis according to CRU, by 2030 we are expected to
rank among the top two primary gold mines in Asia by production. MGR is uniquely
positioned by virtue of our base of Reserves underpinning prospective resource potential,
average strip ratio being among the lowest globally, and rapid ramp-up profile enabling peak
production within a short timeframe. The Pani Gold Mine adopts low cost open-pit mining
operations. We have capitalised upon Indonesia’s natural endowment and the critical
importance of the mining sector in the nation’s economic development. We leverage our
competitive advantages in mine scale, operational efficiency, technology, future growth
opportunities and resource potential.
We are a majority-owned subsidiary of MCG, an Indonesian mining group that has been
listed on the IDX since June 2015. MCG has a proven track record in developing and
operating large-scale, low-cost mines, including the Tujuh Bukit Gold Mine in East Java.
Separately, MCG’s additional track record includes operational experience through Sulawesi
Cahaya Mineral (“ SCM ”) mine, a controlled subsidiary of PT Merdeka Battery Materials
Tbk (“ MBM ”) which is also a majority owned, indirect subsidiary of MCG. SCM successfully
increased its production capacity during the 2024-2025 period, demonstrating MCG’s
capability in executing large-scale mining projects across different minerals and managing
operational ramp-ups.
Furthermore, MGR is indirectly supported, through MCG, by two of Indonesia’s most
respected investment groups — PT Provident Capital Indonesia (“ PCI ”) and PT Saratoga
Investama Sedaya Tbk (“ SRTG”). Together, these groups bring decades of experience in
building and scaling multi-billion-dollar public enterprises with a deep understanding of
Indonesia’s regulatory, economic and operating landscape.
Matrix of core statistics of our Company:
Ranked 5th l argest primary gold mine in
Asia with lowest average strip ratio of 0.7:1
Ranked 1s t in Indonesia in terms of Mineral
Resources and Ore Reserves
Indonesia ranked 4th globally in gold Reserves,
according to CRU
14,670 ha
T
enement area of the Pani
Gold Projects with full mining license
8,100 ha Pani Block
135 ha Pani Gold Mine
2026(HL)
2028(C
IL)
HL plant to ramp-up from 8 to10 Mtpa in
2028;
 CIL plant to be
commissioned in 2028
US$794/oz
Projected AISC (excluding royalties) over LOM
(l
owest quartile globally)
US$1,632/oz
Projected AISC (including royalties) over LOM
U
p to approx. 545 koz/year
P
eak annual gold production post-CIL expansion
291.5 Mt
Total Mineral Resource*
7.0 Moz
Total contained gold in Mineral Resources*
5.2 Moz
Total contained gold in Ore Reserves*
Potential High Exploration Upside:
Pani Gold Mine’s mineralisation is open at depth
M
ultiple undrilled and underexplored near-mine targets
within tenement
February 2026
Signed 2-year domestic Gold Sales and
P
urchase Agreement with Antam with
transaction volume of up to 3t (up to 100 koz
of gold)
February 2026
First gold production
ESG
Will maintain full compliance with
Indone
sian regulatory requirement
as well as global standards
Made first domestic sale of
re
fined gold granules in March 2026
Zero Accident Award from Gorontalo
P
rovincial Government for
7,666,280 person-hours without lost time injury
(“LTI”) achieved by GSM
2,166,209 person-hours without
LTI achieved by PETS
Note:
* As of 31 December 2025
BUSINESS
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Indonesia is one of the world’s leading gold-producing nations and is ranked 4th globally in
terms of gold Reserves, according to CRU. Indonesia is endowed with some of the world’s
richest mineral deposits, supported by a long-standing mining tradition and an established
regulatory framework that promotes responsible resource production. As Southeast Asia’s
most populous country and largest economy, Indonesia has recently implemented reforms to
enhance investment certainty while reinforcing environmental and social standards. Gold
mining plays a significant role in the national economy, particularly in regions such as Central
Sulawesi, an emerging gold district characterized by proven geological potential and
supportive local governance. Within this strategic operating environment, we are advancing
our development strategy with a disciplined, locally grounded approach that aligns with both
Indonesian regulatory requirements and international best practices in sustainable mining.
We believe that sustainable growth and development must be rooted in strong corporate values
and culture, specifically, that “Growth can only be achieved if we respect each other, work
accountably and collaboratively, improve performance, and always prioritise safety and
sustainability.”
Currently our primary listing is on the IDX. Since our successful IPO in September 2025, we
have demonstrated strong operational start-up, disciplined capital management, and a
steadfast commitment to high standards of corporate governance. Our sustainable growth
strategy and approach have earned us the trust of domestic and international investors alike.
Our proposed listing on the Hong Kong Stock Exchange represents a strategic step to enhance
our access to international capital markets, broaden our global investor base, and further
elevate our profile among institutional investors. We believe that a Hong Kong listing will also
support our long-term development objectives by positioning MGR as a gateway platform for
international investors seeking exposure to Indonesia’s gold sector, subject to applicable
regulatory requirements and market conditions.
Our Controlling Shareholder and Key Investors
We are a majority-owned subsidiary of MCG, an Indonesian mining group listed on the IDX.
MCG is the holding company of a diversified portfolio of mining and mineral processing
subsidiaries across gold, copper, and battery materials, including the operator of the Tujuh
Bukit Gold Mine in East Java and SCM Mine in Konawe (a controlled subsidiary of MBM).
Through these subsidiaries, MCG has established a strong track record in developing and
operating efficient, low-cost mines, reflecting its proven capabilities in mine development,
operational optimization, technology and sustainable resource management.
While MGR maintains full financial independence, historically our Controlling Shareholder
MCG has supported our development. MGR has learned from MCG’s high-value technical
support and expertise, operational experience and best practices, mining technology and
engineering, as well as ESG frameworks and governance standards. Any such support and
services from MCG is supplementary in nature and provided on an arm’s-length basis.
MGR, indirectly through MCG, is supported by two of Indonesia’s most respected investment
institutions, namely PCI and SRTG. Both institutions bring decades of experience in building
and scaling multi-billion-dollar public enterprises with a deep understanding of Indonesia’s
regulatory, economic and operating landscape. Their proven investment track records,
individually or collectively, include prominent Indonesian companies, such as Tower Bersama
Group, MBM, PT Alamtri Resources Indonesia Tbk (formerly Adaro Energy), and PT Gojek
Tokopedia Tbk. Their involvement further reinforces MGR’s commitment to strong
governance, accountability and alignment with international best practices.
Our Flagship Asset: Pani Gold Mine
Located in Gorontalo, the Pani Gold Mine is our core asset at the heart of our value
proposition which achieved its first gold production in February 2026 and completed its first
gold sale in March 2026. The Pani Gold Mine covers a tenement area of 135 hectares out of
the approximately 8,100 hectares of the Pani Block, which itself sits within the 14,670 hectare
full tenement area of the Pani Gold Projects per our mining license. The Pani Gold Mine hosts
Mineral Resources of 291.5 million tonnes grading 0.75 grams per tonne gold (“ g/t Au ”)
containing 7.0 million ounces (“ Moz ”) (218.6 tonnes) of gold and an Ore Reserve of 203.1
million tonnes grading 0.79 g/t Au containing 5.2 Moz (160.5 tonnes) of gold. According to
CRU, Pani Gold Mine is the largest primary gold mine in Indonesia on Resources basis, and
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ranks 5th/4th in Asia in terms of gold Resources and Reserves, respectively. The Pani Gold
Mine mainly produces gold doré, and to a lesser extent, silver in doré as a byproduct of its
gold production. Pani Gold Mine represents a rare combination of size, grade, mountain style
and operational simplicity in today’s increasingly constrained gold supply landscape.
Benefiting from its 0.7:1 average strip ratio, one of the lowest mining strip ratios globally, Pani
Gold Mine is being developed in two value-accretive phases. We initially leverage a heap-leach
operation to process oxide ore near the surface, targeting peak annual gold production of over
200 koz. In the subsequent expansion phase, we will use a carbon-in-leach (“ CIL ”) processing
to process broader range of ore types, including oxide, transition, and fresh ore. This phased
development strategy is expected to significantly expand throughput and recovery,
positioning MGR for a peak annual gold production of up to approximately 545 koz over an
estimated 15-year mine life.
Over the past five years, we have successfully obtained control of two mining licenses (IUP
and CoW) formerly held by multiple parties to develop Pani as a single integrated asset. The
initial transfer of the relevant mining license took place in 2015 through the transfer of the
existing IUP-OP, from KUD Dharma Tani as the previous license holder to PETS, which has
held such license to date. This transfer was effectuated and formally approved by the
Governor of Gorontalo Province pursuant to the issuance of Decree of the Governor of
Gorontalo Province No. 351/17/IX/2015 dated 4 September 2015 (the “ 2015 IUP Transfer”).
Set out below is the full sequence for the consolidation of PETS and GSM mining licenses:
PETS
Timeline Items
February 2014 Establishment of PETS by PT Puncak Emas Gorontalo
(“PEG ”)* (an independent third party at that time) and KUD
Dharma Tani (an independent third party).
September 2015 • The transfer of the IUP OP from KUD Dharma Tani, as
the previous license holder, to PETS was effectuated and
formally approved by the Governor of Gorontalo
Province pursuant to the issuance of Decree of the
Governor of Gorontalo Province No. 351/17/IX/2015
dated 4 September 2015.
• KUD Dharma Tani, a third-party, was one of the
founding shareholders of PETS, holding a 51% interest,
together with PEG, which held the remaining 49%
interest in PETS.
• No specific consideration was paid in connection with
the transfer of the IUP OP since the IUP OP was
transferred from the shareholder (KUD Dharma Tani)
to PETS (subsidiary of KUD Dharma Tani at that
time).
November 2015 –
November 2018
• The Company in November 2015 established PBT, in
which the Company holds 99.96% of shares ownership
in PBT.
• In December 2017, PBT acquired 100% of the shares in
PEG from the previous shareholder of PEG, namely
GSM (which, at that time, had not yet been consolidated
under the Company) and Alex Sitioko (a third party).
Subsequently, in May 2018, PBT transferred 1 (one)
share it held in PEG to the Company, resulting in PBT
effectively holding 99.98% of the direct share ownership
in PEG and the Company holding 0.02% of the direct
share ownership in PEG.
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• In November 2018, MCG acquired a majority
shareholding in the Company through the purchase of
shares held by Ace Power Investment Limited, PT Pani
Bersama Emas, and Januarius Felix Lumban Gaol. As a
result of such acquisition, MCG became the controlling
shareholder of the Company, effectively holding 66.70%
of the Company’s issued and paid-up capital.
June 2024 • The Company along with PEG, which was already
indirectly owned by the Company through its direct
shareholding in PBT, subsequently acquired PETS by
purchasing the shares held by KUD Dharma Tani. Each
of the Company and PEG entered into a deed of
transfer in the amount of USD10,551,274 and a deed of
acquisition with KUD Dharma Tani.
• The transfer of ownership has been approved by the
MEMR according to the Letter No.
T-197/MB.04/MEM.B/2024 dated 13 May 2024.
• The acquisition resulted in the Company holding an
indirect 99.79% interest in PETS through PEG, together
with a direct 0.20% ownership, giving the Company an
effective ownership of 99.99% in PETS.
GSM
July 1994 • Establishment of GSM
• GSM signed CoW with the Government of Republic of
Indonesia.
December 2021 • MCG entered into a conditional shares subscription
agreement to subscribe for new shares that will be issued
by PT Andalan Bersama Investama (“ ABI ”) (an
independent third party at that time), sufficient to
provide MCG with shareholding ownership
representing 50.1% from the issued and paid-up capital
by ABI with the subscription shares price is amounting
to IDR1,143,081,600,000.
December 2022 • ABI, as the majority shareholder of GSM holding
99.99% at that time, and the Company agreed to merge
ABI into the Company using the pooling of interests
method. The merger became effective as of 19 December
2022, upon the Company obtaining the receipt of
notification from the Minister of Law. As a result of the
merger, the Company directly holds a 99.99% effective
ownership interest in GSM.
• The merger that resulting the change of ownership in
GSM has been approved by the MEMR according to the
Letter No. T-647/MB.04/MEM.B/2022 dated 8
November 2022.
This enabled us to optimize the planning and development of the Pani Gold Mine, given the
pit and supporting infrastructure stretch across the boundaries of these two mining permit
areas. To support its optimal development, we established a dedicated holding and operating
structure designed to enable the deposit to be developed as one cohesive unit, maximizing
value, efficiency, and sustainability. The Pani Gold Mine has all key permits/approvals
required for construction and mining operations in place which enabled production to
commence. The permit framework includes valid mining licenses held by our subsidiaries,
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covering both the historic CoW and the IUP tenements, and satisfies all applicable regulatory
requirements for construction, operation, and environmental compliance.
As at the date hereof, the licence with the nearest expiry date is PETS’ IUP-OP, which is
scheduled to expire on 23 November 2032. Pursuant to Regulation of the Minister of Energy
and Mineral Resources No. 7 of 2020 on the Procedures for the Granting of Areas, Licensing,
and Reporting in Mineral and Coal Mining Business Activities, as amended, an application
for the renewal of an IUP may be submitted no earlier than 5 years and no later than 1 year
prior to the expiry of the relevant licence. IUP-OP holders are required to submit applications
for the extension to the MEMR in accordance with the designated timeframe as regulated. In
this regard, the Group intends to submit its application for the extension of the IUP-OP at the
earliest practicable time, in accordance with the prevailing regulations in force at the relevant
time during which such extension may be applied for. Based on publicly available information,
industry experience, and discussions with industry participants, the Competent Person
observes that the renewal process for a mining license of this nature generally takes 12-24
months, subject to the completeness of application documentation, compliance status,
supporting permits and approvals, as well as time needed by the relevant authorities to review
and approve the renewal. Based on the foregoing, and noting the ability to commence the
renewal process from 2027 onwards, the Competent Person considers the available timeframe
prior to the 2032 expiry date to be reasonable in the context of comparable mining license
renewal processes in Indonesia.
The following map depicts the area and position of the Pani Gold Mine, relative to the larger
Pani Block:
“Pani Gold Mine”
“Pani Block”
Beyond the current Mineral Resources and Ore Reserves, the Pani Gold Mine holds
significant upside potential for further expansion within the existing mining area. From the
existing defined Resources base, ongoing progress in feasibility studies and infill drilling
initiatives are expected to further increase gold resources and support additional reserve
conversion.
From 2023 to 2025 alone, total Resources grew from 6.9 Moz to 7.0 Moz of gold, while from
2023 to 2025, Ore Reserves surged from 51.5 Mt with 1.2 Moz of contained gold (37.3 tonnes)
to 203.1 Mt with 5.2 Moz (160.5 tonnes) of contained gold, driven by focused drilling
campaigns, feasibility advancement, and a supportive gold price environment. Ongoing ore
body drilling is expected to continue this trend, with further increases in the Mineral Resource
and Ore Reserve anticipated.
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From 2023 to 2025, our average exploration cost was US$21 per ounce in terms of gold
Resources, which was significantly lower than our Indonesian peers’ range of
US$27.9-US$141.3 per ounce during the same period, according to CRU. Importantly, known
mineralization currently occupies only a fraction of the Pani Block’s extensive ~7,400 hectare
tenement exploration area, leaving vast underexplored ground with high discovery potential.
This relatively low cost is largely attributed to the Group’s geological team’s well planned
post-acquisition gap drilling program, which successfully linked the mineralisation between
PT GSM and PT PETS across Baganite into Pani Ridge. As a result, these zones were
consolidated into a single, continuous deposit extending approximately 1.5 km in length. With
the extra drilling data better defining the controls on mineralisation, the integration also led
to a revised geological interpretation:
• Pre-2022 MRE: Mineralisation at GSM and PETS was modelled as separate,
structurally controlled low-sulphidation (LS) vein systems.
• 2022 MRE onwards: The system is interpreted as a more continuous, disseminated to
bulk-tonnage LS mineralised system.
Consequently, mineralisation previously excluded by restrictive vein wireframes is now
incorporated within the resource model. Overall, the low exploration cost per additional
ounce reflects a model-driven resource uplift, enabled by a well-planned and targeted drilling
program and improved geological interpretation.
Our Mineral Resources and Ore Reserves as at 31 December 2025 are based on drilling at
depths as of that date, and such drilling has not yet identified the bottom of the orebody,
according to the CPR. The mineralisation in the current deposit is open at depth and subject
to further exploration and drilling. The following conceptual image depicts Pani’s geology and
mineralisation:
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Among all of the gold mines that adopt open-pit production, Pani Gold Mine is estimated to
have the lowest average strip ratio of 0.7:1 across the production period, according to CRU.
Benefiting from the near surface nature, the Pani Gold Mine adopts low cost open-pit mining
operations developed in two value-accretive phases, prioritizing near-term cash generation
followed by strategic capacity expansion to maximize long-term shareholder value.
Project development of Pani Gold Mine
We initially utilize a heap-leach (“ HL”) processing to process oxide ore near the surface,
targeting peak annual gold production of over 200 koz of recoverable gold. We will then use
carbon-in-leach (“ CIL ”) processing to process a broader range of ore types, including oxide,
transition, and fresh ore, targeting peak annual gold production of over 340 koz of
recoverable gold.
HL operation
We initially utilize heap-leach processing to process near-surface oxide ore mineralization.
The heap-leach operation is expected to produce gold from 2026 to 2032, with first gold
production achieved in February 2026. It is estimated that the heap-leach facility will recover
110 koz to 204 koz of gold annually over seven years of operation.
HL operation commenced with processing capacity of 8.0 million tonnes per year in 2026. We
will ramp up the capacity of the HL operation to 9 Mtpa by 2027, and further increase it to
10.0 Mtpa by 2028.
We plan to increase the HL operation’s capacity to 10 Mtpa by (i) adding a mobile crushing
circuit to supplement the OPP, (ii) upgrading the pumping capacity of the BLS and ILS
Pumps of the heap-leach pads to sustain the same irrigation rate for a higher stacking rate,
(iii) upgrading the PLS Pumps to increase the PLS flowrate, and (iv) increasing carbon
loadings in the ADR plant.
CIL operation
We will then focus on scaling up production through the development of a CIL processing
facility. The CIL facility is expected to complete construction and enter production in the first
half of 2028. The CIL facility will have an initial processing capacity of 12 million tonnes per
year. During its first 11 years of operation, it is estimated that the CIL facility will produce
262 koz to 344 koz ounces of gold annually.
Earthworks construction for the CIL facility commenced in January 2026. In the first quarter
of 2026 detailed engineering for the TSF starter dam was released and TSF construction
works commenced. We prepared an optimised mine plan to support ore feed to the CIL
processing facility starting in 2028. An updated definitive feasibility study (“ DFS ”) is
currently underway to evaluate potential increases in life of mine processing throughput,
identify value engineering opportunities, as well as establish a final capital estimate and
baseline schedule. Additional metallurgical confirmatory test work has commenced on
previously mined ore to reconfirm key design parameters in advance of the detailed
engineering design phase. Accommodation facilities and infrastructure are due to complete
construction by the third quarter of 2026 so that mobilization of the CIL processing plant can
begin in the late third quarter of 2026.
Permitting for the development of the CIL facility is progressing as planned. Pohuwato
Regency has submitted a National Strategic Project (“ PSN ”) proposal for the Pani Gold
Mine. Once obtained, PSN status will expedite permitting processes for future projects.
Our Project Development and Operating Capabilities
Based on financial projections in the CPR, our Pani Gold Mine targets an AISC including
royalties of approximately US$1,632/oz, and a competitive AISC of approximately
US$794/oz excluding royalties over its mine life, which falls in the lowest quartile globally,
according to CRU. Supported by open-pit reserves suited to low-cost bulk mining, close
proximity to infrastructure, and a dual-processing approach combining heap leach and CIL,
the Pani Gold Mine is designed for rapid ramp-up to its full production profile.
Key infrastructure was substantially commissioned by late 2025, with the 150kV power
connection to the state electricity grid (“ PLN ”) being energized in October 2025, followed by
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the commencement of crushing operations in November, and the commissioning of the ADR
plant in December, enabling first gold production in February 2026. The site layout integrates
water supply, tailings management, and processing facilities, with heap-leach and future CIL
circuits co-located to maximize synergies and shared infrastructure. Year-round site access is
ensured via all-weather haul roads managed and operated by PT Mentari Alam Persada
(“MAP ”). Gold doré is transported securely to an accredited domestic refinery in compliance
with Indonesian regulatory protocols.
The Pani Gold Mine employs a proven heap-leach stacking methodology enhanced by
targeted cyanide dosing. The design of the heap leach processing facilities incorporates
operational and technical experience derived from the development and operation of the
Tujuh Bukit Gold Mine which the MCG Group has been operating successfully since 2017. In
addition, since 2018, the MCG Group has also operated a heap leach processing facility in the
Wetar Copper Mine.
The Pani CIL circuit, designed for 12 Mtpa and >92% gold recovery, has been validated by
metallurgical laboratory and pilot testing. Both processing facilities are engineered for both
efficiency and scalability. Metallurgical performance has been optimized for robustness across
variable ore types and throughput levels, with the objective of maintaining consistent recovery
and operational reliability over the life of mine.
Our operations are managed through an integrated system that combines real-time grade
control, fleet dispatch optimization, standardiz ed equipment fleets, and rigorous
reconciliation between geological models and plant data — ensuring continuous alignment
between plan and performance. This approach minimizes dilution, maximizes recovery, and
reduces fuel and maintenance costs.
To date, the Pani Gold Mine has achieved 19.9 million man hours without a lost-time incident
across all construction and commissioning activities, reflecting a proactive safety culture,
disciplined on-site protocols, and direct oversight by our in-house team.
Our Company is led by an experienced Board of Directors and supported by management and
professional team with end-to-end expertise across project development, construction and
sustained operations. Critically, core functions including engineering, mine development, and
plant operations are executed internally, ensuring direct control over quality, scheduling, cost
discipline and regulatory compliance. The Board of Directors is supported by the Board of
Commissioners (including Independent Commissioners), whose members bring extensive
experience across Indonesia’s natural resources sector and publicly listed companies,
providing oversight and governance.
Our Market Opportunities
The global gold market is supported by robust structural drivers, with central banks and
institutional investors increasingly relying on gold as a pillar component of financial
resilience. This trend reflects a strategic reallocation toward non-sovereign assets amid
persistent geopolitical and macroeconomic uncertainties. Continued official-sector
purchasing, together with sustained investment demand, supports a durable, elevated price
environment that significantly enhances the economic viability of low-cost, high-quality gold
development projects such as Pani.
Indonesia’s domestic gold market further strengthens this favourable backdrop. According to
CRU, Indonesia recorded approximately 1.2 Moz of fabricated gold demand in 2025,
representing around 1.8% of global fabrication demand, with consistent growth projected at
approximately 1.2% CAGR through 2030, reaching 1.3 Moz by the end of the decade.
Jewellery remains the dominant segment — historically accounting for over two-thirds of
total consumption — and is expected to average 54% of total demand in the coming years.
Notably, the electronics sector is emerging as a key growth driver, and is expected to surpass
coins as the third-largest end-use category, fueled by Indonesia’s expanding consumer
electronics market.
Pani benefits from both exceptional geological endowment and proximity to a stable,
expanding domestic market. Against a backdrop of constrained global supply, declining
discovery rates, and limited new production expected to come online by 2030, Pani’s scale, cost
efficiency, and development timing align closely with the industry’s need for reliable and
responsible gold supply. Its development not only addresses international demand but also
reinforces Indonesia’s role as a key producer and consumer within the global gold ecosystem.
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ESG
Our approach to ESG matters is integral to our long-term value creation strategy and is
closely aligned with the broader ESG platform of the MCG Group. Leveraging MCG’s
award-winning sustainability framework — recognized by multiple independent institutions
as of December 2025 — we embed ESG principles across our core operations, risk
management, and stakeholder engagement activities.
We have developed a comprehensive ESG strategy structured around six integrated
sustainability pillars: environmental preservation; occupational health and safety; employee
empowerment; community development and empowerment; respect for human rights; and
good corporate governance. This strategy is guided by internationally recognized frameworks
and standards, including the GRI Standards (2021), the UN Guiding Principles on Business
and Human Rights, informed by GRI 14: Mining Sector Supplement (2024), the Ten
Principles of the UN Global Compact, and the Sustainable Development Goals, as well as
Indonesian regulatory requirements, notably POJK No. 51/POJK.03/2017 on the
Implementation of Sustainable Finance issued by the Financial Services Authority. In
addition, MGR considers key indicators used by leading independent ESG rating agencies,
such as MSCI and Sustainalytics, to ensure our ESG approach addresses material issues from
an investor perspective.
We have developed a suite of formal policies to operationalize these pillars, all of which are
publicly available. In line with our Climate Policy, MGR supports the objectives of the Paris
Agreement to limit global warming to well below 2°C and is implementing a decarbonization
pathway aligned with that of our parent company, MCG.
Water stewardship is a core component of MGR’s environmental management. Under our
Water Management Policy, we commit to responsible water use by minimizing freshwater
consumption, reducing wastewater discharges, and engaging relevant stakeholders, including
local communities and other water users, to ensure sustainable allocation and protection of
shared water resources across the water use lifecycle. We are also committed to biodiversity
conservation through systematic baseline assessments, identification of protected species and
critical habitats, and implementation of a Biodiversity Management Plan (“ BMP ”) designed
to avoid, minimize and mitigate impacts on ecosystems, while promoting the sustainable
management of natural resources throughout the mine life cycle.
Through a dedicated compliance function, we maintain proactive relationships with local
communities surrounding our operations. Community programs are developed through
participatory processes and focus on co-created development programs that prioritize local
employment, vocational skills training, and community-led social investment initiatives.
These programs are intended to generate shared value and strengthen community
partnerships, while also mitigating social risks and fostering stable, long-term operating
conditions aligned with national development priorities and international best practices.
Oversight of ESG implementation is embedded within our governance structure. The General
Manager of Operations at the mining site is responsible for the day-to-day execution of ESG
policies at the site, monitoring progress against defined targets, and reporting regularly to the
Board of Directors. The Board retains ultimate responsibility for the Group’s sustainability
governance, and the Company has dedicated operational personnel responsible for
implementing sustainability initiatives on a day-to-day basis. Post-listing, we will further align
our ESG disclosures in accordance with HKEX ESG Reporting Guide requirements and will
proactively engage with ESG rating providers to ensure accurate representation of our
performance and continuous improvement in sustainability practices.
STRENGTHS
One of the largest gold mines in Asia with significant Resources and Reserves expansion
potential driven by exploration at industry-leading cost efficiency
The Pani Gold Mine stands out as a large-scale gold asset in the region, underlined by
substantial Mineral Resources and Ore Reserves, strong production potential and a long mine
life. As of 31 December 2025, we hold Ore Reserves of 203.1 million tonnes ores with
contained gold of 5.2 million ounces (160.5 tonnes), ranking 1
st in Indonesia and 4 th in Asia,
and Mineral Resources of 291.5 million tonnes ores with contained gold of 7.0 million ounces
(218.6 tonnes), ranking 1
st in Indonesia and 5 th in Asia, according to CRU. Upon reaching
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CIL full nameplate production in 2029, Pani is expected to achieve a processing capacity of 10
Mtpa for heap-leach and 12 Mtpa for carbon-in-leach, supporting peak annual gold
production of up to approximately 545,000 ounces (17.1 tonnes) and positioning it as the
largest primary gold mine in Indonesia, according to CRU. With an estimated 15-year mine
life, ranking 1st in Indonesia and 4
th in Asia, Pani also offers mine life extension potential
through continuous efforts in exploration.
We have established a strong and consistent track record of Mineral Resources expansion and
Ore Reserves conversion. Between 2023 and 2025, our total Mineral Resources increased from
6.9 million ounces (195.9 tonnes) of contained gold to 7.0 million ounces (218.6 tonnes) of
contained gold, representing a 3.6% CAGR, while between 2023 and 2025 total Ore Reserves
increased from 51.5 million tonnes ores with 1.2 million ounces (37.3 tonnes) contained gold
to 203.1 million tonnes ores with 5.2 million ounces (160.5 tonnes) contained gold,
representing a 108.1% CAGR over the same period. These achievements were driven by
systematic drilling, feasibility study advancement and a supportive gold price environment.
Our exploration strategy delivers strong cost efficiency by leveraging our disciplined targeting
of high-priority zones, the inherently low strip ratio of our deposits, and shared
infrastructure. From 2023 to 2025, our average exploration cost was US$21/oz in terms of
gold discovery, which is even below the lowest end of our Indonesian peers’ range of
US$27.9/oz — US$141.3/oz, according to CRU. We are confident that such structural cost
advantages will be sustained in future exploration and drilling campaigns. We believe the
tenement continues to offer meaningful organic growth potential, with ongoing resource
growth and reserve conversion opportunities across both explored and underexplored areas.
Currently, substantial upside in Resources remains within the unexplored tenement area,
given our defined Resources and Reserves are delineated over 135 Ha out of the ~7,400 Ha
Pani Block, which is in turn a subset of the total concession area of 14,670 Ha of the Pani
Gold Projects. Within the Pani Block area, multiple exploration prospects supported by
historical surface sampling and scout drilling have been identified, such as the Kolokoa and
Lone Pine Prospects, indicating meaningful potential for future resources expansion, subject
to further drilling and technical evaluation. For Reserves from current defined Resources
base, continuous feasibility study advancement, infill drilling campaigns and expected
expansion of the Resources base are anticipated to drive further reserve conversion. The
mineralisation in the current deposit is open at depth and subject to further exploration and
drilling. Additionally, under the prevailing gold price environment, an assumed gold price
that is higher over the long term could expand our Resources and Reserves base relative to the
current estimate, which is based on a gold price of US$2,300/oz.
Low-cost open-pit operation sustained by continuous efficiency optimization
The Pani Gold Mine benefits from a highly competitive cost structure. In 2026, Pani is
expected to achieve an average AISC (including royalties) of US$2,080/oz, while extending to
average AISC (including royalties) of US$1,516/oz in 2030.
According to CRU, Indonesia’s gold royalties account for around 50% of our AISC base and
is fixed by its nature. To further enhance our cost advantages, we have made significant efforts
in cost optimization. Excluding the impact of royalties, our structural cost advantage becomes
even more pronounced, with average estimated AISC (excluding royalties) of US$1,295/oz in
2026 and US$695/oz in 2030, positioning Pani firmly within the first quartile of the AISC cost
curve.
Pani’s low-cost position is driven by multiple inherent advantages of the deposit and mine
design. The near-surface nature of the ore body enables a low-cost open-pit mining method.
The large and continuous nature of Pani’s ore body is a key advantage is that it enables bulk
open-pit mining with large-scale mining fleets, driving higher productivity, lower unit mining
costs and reduced reliance on selective mining relative to narrower-vein deposits. The use of
large-scale mining fleets coordinated under a centralized dispatch system will further generate
economies of scale that support low unit mining costs and maximize reserves recognition from
available resources through improved economy. Also, our industry leading strip ratio of 0.7,
which is among the lowest globally according to CRU, would significantly enhance mining
efficiency and reduce costs related to waste movement, related site logistics and waste storage
facilities. In addition to the inherent advantages, Pani will also deploy selective and
procurement of key consumables, such as explosives, cyanide and other reagents to enhance
productivity and reinforce sustained cost optimization.
Looking ahead, Pani’s operating cost structure is expected to be further improved through
systematic, continuous optimization initiatives, which will be implemented through various
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programs including a fuel management system, fleet management system, and continuous
improvement and evaluation through cost monitoring. These initiatives aim to refine
operational parameters, strengthen mine planning accuracy and further drive down unit costs
over time.
Operational mine with first gold production achieved in February 2026 and clear accelerated
path to capacity expansion
The Pani Gold Mine has successfully transitioned from development to production with first
gold production achieved in February 2026, underscoring the project’s operational profile and
strong execution capability. To achieve the milestone of first gold production, we have
successfully completed the construction and commissioning of key facilities, including the ore
processing plant, ADR plant, and heap-leach processing infrastructure. Essential
infrastructure, including port facilities, fuel storage systems and explosive magazines are all
operational, with key equipment delivered to site as well. Our execution capability is further
evidenced by the fact that critical milestones were achieved including commissioning of
heap-leach mining commencing in October 2025 and first crushing activity at ore processing
plant being completed in November 2025.
Following first gold production, Pani offers clear visibility toward run-rate production driven
by a well-defined capacity expansion and ramp-up schedule. The ore processing plant using
heap-leach method will start with processing capacity of 8.0 million tonnes per year, enhanced
from 7.0 million tonnes per year in the original plan, with subsequent increases to 10.0 million
tonnes per year in 2028. The ore processing facilities will be developed using the
carbon-in-leach processing method with a first stage capacity of 12.0 million tonnes per year,
increased from the initial staged approach of 7.5 million tonnes per year to 12.0 million
tonnes per year and a significantly reduced ramp-up time by 3 years. The upgraded capacity
expansion schedule supports a higher run-rate gold production of up to approximately
545,000 ounces. Following the strategic optimization of the development plan, the
commercial operation date (COD) for the CIL facility has been advanced from 2029 to 2028,
and the nameplate production year has likewise been brought forward from 2032 to 2029.
The accelerated ramp-up schedule of the Pani Gold Mine is supported by robust financing
arrangement and stringent construction cost control. Historically, project development has
been financed through a combination of shareholder loans from MCG and external project
loans from banks, reflecting trust from both internal and external stakeholders in the
prospects and economic feasibility of the project. In December 2025, the project secured
US$350 million in bank financing, enabling full repayment of shareholder loans and
providing sufficient funding for heap leach capital expenditures and working capital
requirements. The future development is expected to be funded primarily through debt
financing, including bank loan facilities and/or public bond issuances, supplemented by
operating cash flow. The total estimated capital requirement for the development of the CIL
project is approximately US$1,314 million, including US$935 million in real terms to
commission the CIL project, and the remaining US$379 million in real terms to support the
business operation.
We are deeply committed to ESG
Our parent company, MCG, is widely recognized as one of Indonesia’s leading mining groups
and a top performer in global ESG ratings recognized by leading international rating agencies
such as MSCI, Sustainalytics and CDP . MCG held an A rating in MSCI’s ESG Rating as of 31
December 2025, ranked No.1 among its peers (with market capitalization of US$3.2
billion-US$3.3 billion) in the Sustainalytics ESG Risk Rating with a score of 27.8, and
received a “B-” score in CDP’s 2024 Climate Change reporting. These achievements
underscore MCG’s industry-leading ESG framework, strong accountability structures and
long-standing commitment to sustainable development, forming the foundation upon which
we build our ESG strategy for the Pani Gold Projects.
As a subsidiary of MCG, MGR and our Pani Block adheres closely to MCG’s ESG
framework, benefiting from its established leadership and governance discipline to ensure
alignment with international best practices.
We maintain full compliance with Indonesian regulatory requirements, as well as using global
standards including ISO 14001:2015 Environmental Management Systems. We have
implemented concrete onsite measures at the Pani Block to align operations with these
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environmental guidelines. To reduce carbon emissions, Pani uses B40 biodiesel in mobile
equipment and generators for Scope 1 reduction and purchases Renewable Energy Certificates
(RECs) from PT Energy Management Indonesia to ensure PLN-supplied electricity is sourced
from renewable energy for Scope 2 reduction. During the Track Record Period, the Pani Block
recorded no major environmental incidents and was not subject to any significant
administrative penalties, lawsuits or disputes from the government or local community due to
any environmental controversies.
We emphasize the importance of contributing to sustainable community development around
the Pani Block, supported by a dedicated Community Relations team that works closely with
local government, community leaders and other stakeholders to deliver programs that address
community priorities. In addition, we actively involve local residents in selected project
activities, enabling them to benefit from new business opportunities.
In addition, we are committed to fostering a skilled, diverse and empowered workforce by
prioritizing employment opportunities for local residents and equipping them with the
capabilities needed to succeed. During the Track Record Period, we provided 802, 771 and
1,252 positions to local residents, representing 63%, 48% and 53% of our total workforce
(including direct employees and contractors), respectively. During the Track Record Period,
we also provided five positions to expatriates, representing only 1% of our 448 direct
employees. We emphasize the value of gender equality in workplace as well, actively engaging
female employees in decision-making and production process. Our strong focus on workforce
wellbeing is further reinforced by our ISO 45001:2018 certified Occupational Health and
Safety Management System, which we have maintained since 2022. We deliver comprehensive
safety training tailored to specific roles and risk profiles, requiring all new employees to
complete mandatory OHS Induction Training before commencing work. These initiatives
collectively ensure a safe, supportive and development focused work environment that enables
our employees to thrive.
Powered by MCG’s proven expertise for accelerated growth, operational know-how and an
experienced management team
MCG is one of Indonesia’s leading mining groups, distinguished by a robust development and
operation track record. Its flagship Tujuh Bukit Gold Mine can serve as a direct and clear
illustration of operational know-how and experience in running an open-pit, heap-leach gold
mine, which has reliably met and aligned with production guidance from 2023 to 2025 and
successfully extended its mine life to 2029 in the second quarter of 2024, followed shortly by a
further extension to 2030 in the first quarter of 2025, under the MCG Group’s disciplined
management approach.
The MCG Group through its subsidiary (MBM) has experience in development of greenfield
project demonstrated by its rapid ramp-up of the SCM mine, which was acquired as an
undeveloped asset in 2022 and advanced to first production of 6.4 million wet metric tonnes
of nickel ore and commercial sales in 2023. Meanwhile at the Tujuh Bukit Copper Project,
there is a track record of resources upgrade (indicated resources increased from 443 million
tonnes in 2022 MRE to 755 million tonnes in 2023 MRE), reserve conversion of 289 million
tonnes in 2023 MRE and continued exploration success of new prospects at Tujuh Bukit
Copper Project manifests the effectiveness of MCG’s geological exploration and drilling
program.
Across its asset base (through MBM), MCG has also built a strong framework of
collaboration with leading Chinese partners, including Tsingshan and GEM, spanning
co-development of mining assets and industrial infrastructure. Such extensive partnership
networks can bring in financial as well as technical support. These partnerships enhance
MCG’s access to both capital and cutting-edge technical capabilities, reinforcing its ability to
execute large-scale projects effectively. In addition, MCG has a strong capital-market
reputation, sustained investor confidence and longstanding relationships with regulators and
stakeholders, which facilitate smoother permits processes and strategic partnerships.
MCG’s development and operational track record, reputation in the capital markets and
excellent relationships with regulators collectively strengthen our position as an emerging
gold producer and enhance our ability to deliver high quality, sustainable project execution
aligned with global industry standards.
Our growth is further supported by an experienced management team with an average of over
25 years of experience in the mining and processing industries. The management team
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comprises senior executives who have played key roles in developing and operating other
MCG major projects, bringing in extensive, full lifecycle experience across permitting,
regulation, exploration, development, and operations. Leveraging their deep expertise in
project development and operation, our leadership is well positioned to drive operational
performance, enhance profitability and unlock long-term value for the Pani Gold Projects.
Blue-chip investors with a track record in value creation
We are supported by investors, namely PCI and SRTG, with strong track records in value
creation, regulatory compliance, access to capital, international network and local
connection.
PCI and SRTG are among Indonesia’s most reputable blue-chip investors, with a long history
of investing together and a distinguished track record in building multibillion-dollar
businesses. They have founded, developed and scaled market-leading companies across
various industries, consistently transforming early-stage ventures into highly valued public
companies, as exemplified by MCG whose market capitalization grew from US$519 million at
IPO to approximately US$3.3 billion as of the Latest Practicable Date.
A key factor marking our sponsors’ strong track record of value creation in the Indonesian
market is their decades of experience navigating the country’s regulatory landscape,
reinforced by deep-rooted relationships with government bodies, regional authorities, and
local stakeholders. Their proven ability to secure permits across multiple industries, resolve
community matters and work constructively with government institutions has been
instrumental in the successful development of numerous complex projects nationwide. These
longstanding ties significantly mitigate execution risk and reinforce the long-term viability of
sponsored projects.
In addition, our sponsors have established a strong reputation for upholding the highest
standards of corporate governance, regulatory compliance, and transparency. The robust
reporting protocols, disciplined governance frameworks, and best-in-class investor
communication practices applied across the listed companies within their portfolio have been
central to reinforcing confidence and trust among regulators, partners, and capital markets.
Building on these strengths, the sponsors have established broad and reliable access to capital
in both domestic and international markets. Their portfolio companies have become major
issuers in the Indonesian capital markets, including serving as prominent issuers of
Rupiah-denominated bonds. In addition, the sponsors’ extensive relationships with local and
international banks, together with their strong connectivity to global capital markets, provide
a robust and diversified foundation of financing support.
In international market, our sponsors’ strong credibility and consistent delivery of value have
attracted a broad base of reputable international investors and investors focusing on
long-term value creation, strengthening their global network and enhancing access to
strategic partners. Their established relationships with top-tier global institutions, further
support future capital-raising efforts, cross-border collaboration opportunities and the
continued growth of portfolio companies on an international scale.
Well-positioned to benefit from favourable tailwinds in the gold sector
Gold prices are expected to remain well supported in the coming years, anchored by multiple
catalysts including a declining interest rate environment that lowers the holding cost of gold,
rising central bank buying particularly from emerging markets diversifying away from the U.S.
dollar, geopolitical uncertainties that reinforce gold’s safe haven appeal, the still low but rising
share of gold in global investment portfolios, rising expectation for sustained rising inflation
resulting in increasing demand for gold as inflation hedge, and inelastic gold supply given
ore-grade declines in existing mines and the long lead times required to bring new mines into
production. These structural drivers are projected to support a steady rise in gold prices to
US$5,566 per ounce by 2030 (nominal ter m), underpinning a sustained gold price
environment.
The Pani Gold Mine is well-positioned to capitalize on this constructive backdrop. With a
large-scale Resources and Reserves base, active and functional operations, and a clear path to
capacity expansion (with designed capacity of heap-leach operation finished upgrading from
7.0 million tonnes per year to 8.0 million tonnes per year from the first production year, to
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further expand to 10.0 million tonnes per year in 2028), Pani offers strong visibility on
production growth. Combined with our senior management’s proven operational expertise, we
are well positioned to deliver stable, scalable output following first gold production in
February 2026 and translate favourable market conditions into sustained value creation.
BUSINESS STRATEGIES
Deliver Timely and Safe Commercial Production at the Pani Gold Mine
Our primary growth strategy is to achieve safe, on-schedule commercial production at the
Pani Gold Mine. Construction of the heap-leach processing facility has already supported the
commencement of commercial operations in the first quarter of 2026. This phase is designed
to generate positive cash flow in the short to medium term by processing near-surface oxide
and transitional ores. Over its planned life from 2026 to 2032, the heap-leach operation is
projected to produce approximately 1.0 Moz of gold.
We will execute a staged expansion by developing CIL processing facility, along with
associated tailings storage and mining support infrastructure. Targeted for commissioning in
2028, this expansion will increase total ore processing capacity at Pani to 22 Mtpa including
heap-leach operation, enabling the achievement of a combined peak production target of
approximately up to 545,000 oz/year. The CIL operation alone is projected to produce
approximately 3.5 Moz of gold between 2028 and 2040. The Company is also studying the
potential to expand the CIL processing facility.
Apply Proven Operational Systems to Ensure Execution Discipline
We will implement a disciplined operational execution framework anchored in MCG’s
standardized systems, which have been rigorously tested and refined across multiple mining
operations in Indonesia. This approach is designed to ensure consistent, safe, and efficient
project delivery at the Pani Gold Mine from construction through to steady-state production.
Central to this strategy is the adoption of MCG’s integrated K3 (Occupational Health, Safety,
and Security) management system, which is certified to ISO 45001 standards and has
delivered a strong safety track record across MCG’s portfolio. We will enforce mandatory
training, certification, and procedural compliance for all personnel operating specialized
equipment in strict alignment with both Indonesian regulatory requirements and
international best practices.
Complementing this safety foundation, we will deploy real-time digital monitoring and data
analytics platforms to enhance production control, ore tracking, and grade reconciliation
throughout the mining and processing chain. These systems enable dynamic adjustment of
mine plans based on actual geological conditions and metallurgical performance, minimizing
dilution and maximizing recovery, which is critical for maintaining predictable mill feed
quality and throughput. Recognizing the operational challenges posed by Gorontalo’s
high-rainfall tropical climate and steep terrain, we have embedded climate-responsive
scheduling protocols into our mine plan. Specifically, the dry season will be strategically
leveraged to accelerate the mining and stockpiling of high-grade oxide and transitional ores,
creating a weather-resilient inventory buffer that ensures uninterrupted, high-quality feed to
the heap-leach facility during periods of heavy rainfall when pit access or haul road
conditions may be constrained. This proactive adaptation — supported by site-specific
hydrological modelling and sediment/erosion controls detailed in the Environmental and
Social Management Plan — directly mitigates weather-related production volatility and
safeguards near-term cash flow generation.
By utilizing these proven, standardized, and digitally enabled operational systems, we aim not
only to de-risk execution and accelerate ramp-up but also to establish a scalable, repeatable
operating model that can support future growth while upholding the highest standards of
safety, efficiency, and environmental stewardship.
Expand Resource Base Through Focused, Near-Mine Exploration
We intend to systematically expand our Mineral Resource and Ore Reserves base through a
disciplined, near-mine exploration strategy focused on high-potential targets within our
extensive and underexplored tenement of the Pani Block. Building on the current Pani Block
resource, we have identified multiple priority exploration areas, including Kolokoa (to the
south of the main deposit) and Lone Pine.
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To advance this strategy, we will maintain an active drilling program supported by a dedicated
annual exploration budget. The program is designed to achieve two key objectives: (i) upgrade
confidence in the existing Resource through infill drilling to support mine planning and
Reserve conversion; and (ii) discover new, higher-grade ore bodies in close proximity to the
current open pit to enable near-term production upside and extend mine life.
Historically, we have achieved proven low-cost exploration activities with US$21 per ounce of
gold resource discovered. Consistent with our commitment to financial discipline going
forward, our strategy is focused around efficient and low-cost exploration of the most
promising targets across our concession area. By prioritizing targets that offer logistical
synergies and a rapid path-to-production, we aim to de-risk exploration success and create
long-term tangible value for shareholders through high-potential resource growth.
While we remain primarily focused on organic growth through internal expansion and
development of our existing portfolio, we maintain an open-minded approach to strategic
opportunities that could enhance long-term value. In the event that a highly attractive gold
asset becomes available, we would consider evaluating such opportunities. Any potential
transaction would be assessed based on alignment with our core competencies, operational
synergies, financial discipline, and clear path to production.
Maintain Financial Discipline and Balance Sheet Strength
We are committed to maintaining rigorous financial discipline and a strong balance sheet as
foundational pillars of our long-term value creation strategy. We intend to prioritize capital
efficiency, disciplined phased investment, and strong internal cash generation to preserve
financial flexibility, minimize shareholder dilution, and deliver sustainable returns through all
phases of the business cycle.
Our capital allocation framework is both conservative and growth-oriented, ensuring that
every investment, whether in project development, exploration, or operational enhancement,
is subject to rigorous evaluation against clear criteria: strategic alignment, risk-adjusted
return potential, payback horizon, and consistency with core operational objectives. This
disciplined approach prevents over-extension during volatile markets while enabling the
timely deployment of capital when high-quality opportunities arise.
By targeting prudent leverage levels and maintaining ample liquidity, we aim to build a strong
financial position that helps us create value despite commodity price fluctuations, geopolitical
shifts, and macroeconomic uncertainty. A robust balance sheet not only supports operational
continuity but also enhances our credibility with lenders, suppliers, and host communities.
This financial discipline empowers us to fund organic growth initiatives from operating cash
flow, selectively pursue high-impact strategic opportunities, and respond swiftly to evolving
market dynamics without compromising long-term stability. Ultimately, it ensures that the
interests of all stakeholders — including shareholders, employees, partners, and local
communities — are safeguarded through transparent, responsible, and forward-looking
stewardship of capital.
We intend to implement a dividend policy under which the recommendation, determination,
and distribution of dividends will be proposed by the Board of Directors and approved by the
Board of Commissioners at their discretion, taking into account various factors, many of
which may be beyond the Company’s control. These factors include, among others, the
Company’s and its subsidiaries’ net profit, operating results, cash flow, capital position,
capital expenditure requirements, financial condition, reserve requirements, other financial
obligations, dividend distributions from subsidiaries, business development plans,
implementation of business strategies, competitive conditions, general economic
circumstances, and other factors relevant to the MGR Group and its industry. The Company
currently intends to commence dividend distributions when appropriate, subject to the
availability of distributable profits and compliance with applicable laws and regulations.
Roadmap of our future Industry-Leading ESG Across Operations
Building upon the foundation of MCG’s award-winning sustainability platform, we are
committed to implementing a forward-looking ESG roadmap that systematically integrates
environmental, social, and governance values into our long-term business strategy and
operational life cycle. This roadmap is designed not only to meet evolving regulatory and
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investor expectations but also to proactively position us as a leader in responsible resource
development in Indonesia and across Southeast Asia. Central to this approach is the
recognition that sustainable performance is a strategic driver of operational resilience,
stakeholder trust, and long-term value creation.
Our future ESG efforts will prioritize environmental stewardship by continuing to adopt
responsible mining practices, enhancing biodiversity conservation measures, and integrating
low-carbon technologies across our operations. This includes advancing energy efficiency
initiatives, developing site-specific biodiversity action plans aligned with international best
practices, and strengthening water and waste management systems to minimize ecological
impacts over the mine life and beyond. Concurrently, we intend to deepen our community
partnerships by co-creating long-term local development programs focused on education,
skills training, and livelihood enhancement, with an emphasis on increasing local employment
and ensuring that social investments are responsive to community-identified needs. Respect
for human rights will remain a fundamental principle guiding our interactions with
employees, contractors and their workers, and local communities. Transparent engagement
mechanisms and structured dialogue channels will be maintained to uphold social license and
foster mutual accountability.
On the governance front, we will reinforce our commitment to integrity, transparency, and
human rights by implementing robust anti-corruption protocols, embedding environmental,
social, and governance criteria into procurement and contractor management, and ensuring
board-level oversight of material ESG risks. By embedding ESG as a core component of our
growth trajectory — not as an add-on but as a strategic enabler — we aim to set a new
benchmark for sustainable, future-ready mining in emerging markets.
OUR BUSINESS MODEL AND OPERATIONS
Our Pani Gold Mine
The Pani Gold Projects cover a 100 Ha PETS Operation Production Mining Business License
(“PETS IUP OP ”) area in Hulawa Village, Buntulia District, Pohuwato Regency, Gorontalo
Province and a 14,570 Ha GSM Contract of Work (“ GSM CoW ”) area in Buol Regency,
Central Sulawesi Province, Pohuwato Regency and Gorontalo Regency, Gorontalo Province,
and North Bolaang Mongondow Regency, North Sulawesi Province.
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We plan to develop the potential of the 100 Ha PETS IUP-OP area together with the 14,570
hectare GSM CoW area, both of which have obtained all key permits for such development.
By developing the PETS and GSM areas together, we expect to benefit from larger-scale gold
mining operations, optimization of reserve extraction, and significant cost savings in terms of
facilities, capital and other resources. Processing activities are planned to be carried out by (i)
PBT for heap-leach processing; and (ii) PIN for CIL processing. PBT has obtained an
Environmental Permit and Industrial Business License (“ IUI ”), which is a conversion of the
Operation Production Mining Business License Specifically for Processing and/or Refining as
required by applicable laws and regulations in the mining sector. PIN was established in early
2025 and is still in the process of obtaining the required licenses and permits, which the
principal license required for CIL processing is a IUI. PIN is presently compiling the
necessary technical data and administrative documentation to support the application for the
IUI, which PIN intends to submit at the earliest practicable time, currently targeted for early
2028, as the application process may be initiated closer to plant commissioning, subject to the
completion of internal preparations and receipt of all necessary regulatory clearances and
approvals.
Our Directors are of the view, and the Joint Sponsors concur, that there are no material
technical or legal impediments to the progression of the Group’s development plans of the
Pani Gold Mine.
Mineral Resources and Ore Reserves
Independent Report
We engaged Mining One Consultants, an Independent Third Party and an international
consulting company that offers advice and solutions to resource industries for mining
projects, to prepare the CPR in Appendix III to this Prospectus, which is an independent
assessment and evaluation of our Mineral Resources and Ore Reserves as of 31 December
2025.
The information set forth below relating to our Mineral Resources and Ore Reserves
constitutes forward looking information, which is subject to certain risks and uncertainties.
Please refer to “Risk Factors” and “Forward-Looking Statements” for details.
According to Mining One, there was no material change in the CPR, or our Mineral Resources
and Ore Reserves estimate, since 31 December 2025, being the effective date of the CPR, and
up to the date of this Prospectus.
Mineral Resources
Based on the CPR, the following estimated gold Mineral Resource is reported in accordance
with the JORC Code for the Pani Gold Mine at a cut-off grade of 0.20 grams/tonne Au and
assumed gold price of US$2,300 per ounce as of 31 December 2025:
MRE Classification Tonnes Au Ag Au Ag
(Mt) (g/t) (g/t) (Moz) (Moz)
Dec-25 . . . . . . . Measured 7.7 0.87 1.66 0.2 0.4
Indicated 235.6 0.77 0.73 5.9 5.6
Inferred 48.2 0.59 0.37 0.9 0.6
Total 291.5 0.75 0.71 7.0 6.6
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Ore Reserves
Based on the CPR, the following gold Ore Reserves estimate is reported in accordance with
the JORC Code based on the processing stream, e.g. Heap Leach and CIL, in the Pani Gold
Mine at a cut-off grade ranging from 0.20 g/t to 0.40 g/t Au estimated at assumed gold price of
US$2,300 per ounce as of 31 December 2025, and consists of 203.1 Mt of ore at an average
gold grade of 0.79 g/t for 5.2 Moz of contained gold and an average silver grade of 0.84 g/t for
5.5 Moz of contained silver:
Proved Reserves Probable Reserves Total Reserves
Tonnes Au Grade
Contained
Au Tonnes Au Grade
Contained
Au Tonnes Au Grade
Contained
Au
(Mt) (g/t) (Moz) (Mt) (g/t) (Moz) (Mt) (g/t) (Moz)
Gold Ore Reserves
Stockpiles (HL) . . 0.9 0.50 0.0 – – – 0.9 0.50 0.0
Heap Leach (HL) . 3.9 0.84 0.1 58.1 0.62 1.2 62.1 0.64 1.3
Carbon-in-Leach
(CIL) . . . . . . . 2.9 1.07 0.1 137.2 0.86 3.8 140.1 0.86 3.9
Total Gold Ore
Reserves . . . . . . 7.7 0.89 0.2 195.4 0.79 4.9 203.1 0.79 5.2
Proved Reserves Probable Reserves Total Reserves
Tonnes Ag Grade
Contained
Ag Tonnes Ag Grade
Contained
Ag Tonnes Ag Grade
Contained
Ag
(Mt) (g/t) (Moz) (Mt) (g/t) (Moz) (Mt) (g/t) (Moz)
Silver Ore Reserves
Stockpiles (HL) . . 0.9 3.86 0.1 – – – 0.9 3.86 0.1
Heap Leach (HL) . 3.9 1.58 0.2 58.1 0.90 1.7 62.1 0.94 1.9
Carbon-in-Leach
(CIL) . . . . . . . 2.9 1.03 0.1 137.2 0.77 3.4 140.1 0.77 3.5
Total Silver Ore
Reserves . . . . . . 7.7 1.64 0.4 195.4 0.81 5.1 203.1 0.84 5.5
The Group’s silver is produced as a by-product of its gold mining operations and undergoes
the same ore preparation, HL and CIL processing as gold, as both metals remain combined
throughout mining and processing stage. The Group subsequently produces gold doré and
silver in doré after completion of the HL and CIL processes, with the separation of the two
metals taking place at the refining stage with gold and silver granules as the end products.
Under the current refining arrangement with ANTAM (being an LBMA-certified refiner), the
silver is refined into silver granules with purity of up to 99.95%, which is in line with LBMA
standards.
Our Mining Licenses and Permits
During the Track Record Period and as at the Latest Practicable Date, the Group has obtained
all major licenses, permits and certificates that are necessary to its operations.
The following table presents the licenses and permits that have been obtained by our mining
subsidiaries. In addition to this, PIN was established in early-2025 for the purposes of
operating the CIL. The application for certain construction and operation permits is ongoing.
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Subsidiary Business permit Valid until Location Area
PETS . . . . . IUP-OP based on Decree no.
351/17/IX/2015 dated 4 September
2015, issued by the Governor of
Gorontalo as amended by Decree
No. 30/DPM-ESDM-
TRANS/PER-IUP-OP/IV/ 2020
dated 20 April 2020, issued by the
Head of the Investment, Energy
and Mineral Resources, and
Transmigration of Office Gorontalo
Province.
23 November 2032 Hulawa Village,
Buntulia District,
Pohuwato Regency,
Gorontalo Province.
100 Ha
GSM . . . . . CoW between the Government and
PT Newcrest Nusa Sulawesi (now
called GSM) based on Letter No.
B-188/Pres/7/1994 dated 20 July
1994 and signed on 15 August 1994
regarding Approval for 5 (five)
Contracts of Work in the
framework of PMA in the General
Mining Sector, issued by the
President of the Republic of
Indonesia, as last amended by the
Amendment to the Contract of
Work dated 23 December 2015. The
activity stage of this Contract of
Work has been adjusted to the
production operation activity stage
based on the Decree of the Minister
of Energy and Mineral Resources
No. 457.K/30/DJB/2017 dated 13
December 2017.
1 December 2049 Buol Regency, Central
Sulawesi Province,
Pohuwato Regency
and Gorontalo
Regency, Gorontalo
Province, and North
Bolaang
Mongondow
Regency, North
Sulawesi Province.
14,570 Ha
PBT . . . . . . IUP-OP Specifically for Processing
and/or Refining based on the
Decree of the Head of the
Investment Energy and Mineral
Resources and Transmigration
Office of Gorontalo Province No.
10/DPMESDM-
TRANS/IUP-OP-OLAH/III/2019
dated 14 March 2019, which is valid
for 16 years and has been converted
into Industrial Business License
dated 8 October 2021.
14 March 2035 Hulawa Village,
Buntulia District,
Pohuwato Regency,
Gorontalo Province.
720.71 Ha
As advised by our legal adviser as to Indonesian laws, based on Government Regulation No.
96 of 2021 on the Implementation of Mineral and Coal Mining Business Activities, as
amended (“ GR 96/2021 ”), an IUP is transferable or assignable to another party subject to
prior approval of the MEMR. In addition, under GR 96/2021 the transfer of ownership of a
company holding an IUP must obtain prior approval from the MEMR.
GR 96/2021 superseded the previous regulatory regime under Government Regulation No. 23
of 2010 on the Implementation of Mineral and Coal Mining Business Activities, as last
amended in 2018 (“ GR No. 23/2010 ”). Under GR No. 23/2010, an IUP could only be
transferred to a business entity in which the IUP or IUPK holder owned at least 51% of the
shares.
The initial transfer of the relevant mining license occurred in 2015 through the transfer of the
existing IUP-OP currently held by PETS from KUD Dharma Tani, as the previous license
holder to PETS (the “ 2015 IUP Transfer ”).
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The 2015 IUP Transfer was conducted under the regulatory regime of GR No. 23/2010. In
2015, KUD Dharma Tani held a 51% shareholding interest in PETS, thereby satisfying the
requirement under GR No. 23/2010 that an IUP may only be transferred to a business entity in
which the IUP or IUPK holder owns at least 51% of the issued and paid-up shares.
Thereafter, the consolidation of the relevant mining interests into the Group was effected
through transfer of share ownership in PETS and GSM from the previous owner to the
Company between 2018 and 2024. Consideration for such transactions was satisfied through
cash payments and capital contributions to the relevant parties, rather than through any direct
transfer, assignment, or novation of the underlying IUP or CoW . Accordingly, following the
2015 IUP Transfer, the legal ownership of the IUP remains vested in PETS, while GSM is the
original holder of the CoW .
Further, (i) approval from the MEMR pursuant to Letter of Approval No.
T-197/MB.04/MEM.B/2024 dated 13 May 2024 was obtained for the acquisition of PETS by
the Company in 2024, and (ii) approval from the MEMR pursuant to Letter of Approval No.
T-647/MB.04/MEM.B/2022 dated 8 November 2022 was obtained for the acquisition of GSM
by the Company in 2022.
In light of the approvals that were obtained from the MEMR, it is understood that both
acquisitions were carried out in compliance with applicable Indonesian laws and regulations.
Although the validity period of the IUP-OPs owned by the Group are shorter than the
estimated life of the mine, the Group plans to apply for extensions of the relevant IUP-OPs in
accordance with prevailing Indonesian mining laws and regulations prior to their expiry. This
is intended to ensure continuity of licensing, so that no gap arises between the expiration of
the existing IUP-OPs and the issuance of their extensions, thereby preventing any period of
unlicensed operations.
Pursuant to GR No. 96/2021, holders of an IUP-OP are granted the right to apply for an
extension of the validity period of their IUP-OP . In this regard, holders of an IUP-OP for
metallic minerals may be granted an extension of the IUP-OP up to two times, with each
extension having a maximum validity period of ten years, subject to the fulfilment of
applicable requirements, further assessment, and approval by the Government.
As advised by our legal adviser as to Indonesian laws, subject to governmental discretion,
assessment and prevailing policy considerations, the Group is not expected to have material
impediments in connection with the renewal of its license, provided that:
(i) the application for extension is submitted within the prescribed timeframe;
(ii) the Group remains in continuous compliance with applicable laws and regulations;
(iii) all licensing obligations and requirements are duly satisfied, including those relating to
environmental approvals, reclamation, and post-mining guarantees;
(iv) mining operations are continuously conducted in accordance with the approved work
plans and budgets; and
(v) there are no material changes in the applicable Indonesian regulatory framework or
governmental policies relevant to the IUP-OPs that would adversely affect such
renewal.
Notwithstanding the efforts undertaken by the Company, see “Risk Factors — Risks Related
to Our Business and Industry — We may fail to obtain, maintain or renew the government
permits, licenses, approvals and fulfil related obligations required for the Pani Block’s
operations and expansion program.”
As at the date hereof, the licence with the nearest expiry date is PETS’ IUP-OP, which is
scheduled to expire on 23 November 2032. Pursuant to Regulation of the Minister of Energy
and Mineral Resources No. 7 of 2020 on the Procedures for the Granting of Areas, Licensing,
and Reporting in Mineral and Coal Mining Business Activities, as amended, an application
for the renewal of an IUP may be submitted no earlier than 5 years and no later than 1 year
prior to the expiry of the relevant licence.
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Based on publicly available information, industry experience, and discussions with industry
participants, the Competent Person observes that the renewal process for a mining license of
this nature generally takes 12-24 months, subject to the completeness of application
documentation, compliance status, supporting permits and approvals, as well as time needed
by the relevant authorities to review and approve the renewal. Based on the foregoing, and
noting the ability to commence the renewal process from 2027 onwards, the Competent Person
considers the available timeframe prior to the 2032 expiry date to be reasonable in the context
of comparable mining license renewal processes in Indonesia.
As advised by our legal adviser as to Indonesian laws, subject to governmental discretion,
assessment and prevailing policy considerations, PIN is expected to be on track to obtain the
required construction and operation permits in accordance with the applicable regulatory
framework, provided that:
(i) all relevant applications and supporting documents are prepared and submitted within
the prescribed timeframes;
(ii) PIN remains in continuous compliance with applicable laws, regulations, and
administrative requirements throughout the permitting process; and
(iii) PIN duly fulfils all applicable licensing obligations and substantive requirements,
including the timely obtainment and maintenance of all necessary environmental
approvals and related clearances as required by the competent authorities.
Environmental License
The following table presents the environmental permits that have been obtained by our mining
subsidiaries.
Subsidiary Environmental Licenses Valid until Details
PETS . . . . Environmental Permit pursuant to (i) the Decree of
the Head of the Investment Office of Pohuwato
Regency No. 205/07/IL/DPM/XI/2018 dated 23
November 2018 concerning the Environmental
Permit for the proposed gold mining activities
covering an area of 131.46 hectares of PETS
located in Huwala Village, Buntulia Sub-district,
Pohuwato Regency; in conjunction with (ii) the
Decree of the Head of the Environmental Office of
Pohuwato Regency
No. 800/PLH-PHWT/SKKL/01/XI/2018 dated 19
November 2018 concerning the Environmental
Feasibility Decision for the proposed gold mining
activities covering an area of 136 hectares located
in Hulawa Village, Buntulia Sub-district, Pohuwato
Regency; in conjunction with (iii) the Decree of the
Minister of Environment and Forestry of the
Republic of Indonesia
No. SK.1208/MENLHK/SETJEN/PLA.4/12/2022
dated 2 December 2022 concerning the
Environmental Feasibility for the Gold Mining
Infill Drilling activities in Hulawa Village, Buntulia
Sub-district, Pohuwato Regency, Gorontalo
Province; and in conjunction with (iv) the Decree
of the Minister of Environment/Head of the
Environmental Control Agency No. 797 dated 9
May 2025 concerning the Environmental
Feasibility for the additional Gold Mining Infill
Drilling activities of PETS
Remains valid for as
long as the business
and/or activities are
conducted, provided
that no changes are
made to the business
and/or activities.
–
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Subsidiary Environmental Licenses Valid until Details
IPPKH pursuant to the Decree of the Minister of
Environment and Forestry of the Republic of
Indonesia
No. SK.310/MENLHK/SETJEN/PLA.0/4/2019
dated 29 April 2019 concerning the Forest Area
Borrow-to-Use Permit for Gold Production
Operations and its supporting facilities within a
Limited Production Forest area, granted to PETS,
covering an area of approximately 93.90 hectares
located in Pohuwato Regency, Gorontalo Province
Valid until 3
September 2028
–
GSM . . . . Environmental Permit pursuant to the Decree of the
Governor of Gorontalo No. 305/22/VII/2016 dated
15 July 2016, in conjunction with the Decree of the
Minister of Environment and Forestry of the
Republic of Indonesia No. 146 of 2024 concerning
the Environmental Feasibility for the proposed
development of gold mining and its associated
minerals in Hulawa Village, Buntulia Sub-district,
Pohuwato Regency, Gorontalo Province, granted to
GSM, dated 5 February 2024
Remains valid for as
long as the business
and/or activities are
conducted, provided
that no changes are
made to the business
and/or activities.
–
PPKH pursuant to the Decree of the Minister of
Environment and Forestry of the Republic of
Indonesia No. 1011 of 2024 dated 7 August 2024
concerning the Extension and Consolidation of the
Forest Area Utilisation Approval for Gold
Production Operations and its supporting facilities
granted to GSM, covering a total area of 1,788.63
hectares located within Limited Production Forest
areas and Convertible Production Forest areas in
Pohuwato Regency, Gorontalo Province
Valid until 1 December
2049
–
PBT . . . . . Environmental Permit pursuant to the Decree of the
Head of the Investment, Energy and Mineral
Resources, and Transmigration Office of Gorontalo
Province No. 02/DPMESDM-TRANS/IL/I/2019
dated 31 January 2019 on the Environmental
Permit for the Gold Ore Processing and Refining
Activities covering an area of 763.90 hectares
located in Hulawa Village, Buntulia Sub-district,
Pohuwato Regency, Gorontalo Province, granted to
PBT, as subsequently amended by the Decree of the
Head of the One-Stop Integrated Investment and
Licensing Service of Gorontalo Province No.
01/DPMPTSP/SKKL/I/2025 concerning the
Approval of the Environmental Feasibility Letter
for the Addendum to the ANDAL and RKL-RPL
for the planned Gold Ore Processing and Refining
Activities in Hulawa Village, Buntulia Sub-district,
Pohuwato Regency, Gorontalo Province, dated 8
January 2025
Remains valid for as
long as the business
and/or activities are
conducted, provided
that no changes are
made to the business
and/or activities.
–
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Subsidiary Environmental Licenses Valid until Details
PPKH pursuant to the Decree of the Minister of
Environment and Forestry of the Republic of
Indonesia
No. SK.188/MENLHK/SETJEN/PLA.0/3/2022
dated 4 March 2022 on the Approval for the
Utilisation of Forest Area for Supporting Facilities
for Gold Ore Processing and Refining Activities on
behalf of PBT, covering an area of approximately
289.08 hectares within a Limited Production Forest
area located in Pohuwato Regency, Gorontalo
Province, as subsequently amended by the Decree
of the Minister of Environment and Forestry of
the Republic of Indonesia No. 831 of 2024 dated
10 July 2024
Until 13 March 2035 The area covers,
inter alia,
mining access
roads with an
area of
approximately
18.32 hectares
and buffer zones
with an area of
approximately
416.69 hectares.
PIN . . . . . Environmental Permit pursuant to the Decree of the
Minister of Environment/Head of the
Environmental Control Agency of the Republic of
Indonesia No. 3235 of 2025 dated 2 December 2025
on the Environmental Feasibility of the Proposed
Gold Ore Processing and Refining (DMP)
Activities located in Hulawa Village, Buntulia
Sub-district, Pohuwato Regency, Gorontalo
Province
Remains valid for as
long as the business
and/or activities are
conducted, provided
that no changes are
made to the business
and/or activities
–
Water Resources Utilization Permit pursuant to the
Decree of the Minister of Public Works No.
2307/KPTS/M/Izin-SDA/2025 dated 26 November
2025 regarding the utilization of water resources
for industrial and construction activities in
Pohuwato Regency, Gorontalo Province
Until 26 November
2030
–
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Operating Process
Overview
The following diagram sets forth the general workflow of the operation process for mining
and processing of Pani Gold Mine:
Stacking & Irrigation
Heap Leach Carbon in Leach (Future Plant)
Ore Waste
Open Pit Mining
Crushing
Digging & Hauling
Adsorption-Desorption-
Recovery Carbon in Leach (CIL) Gravity Separation
Elution Elution Gold Doré
Electrowinning &
Smelting
Electrowinning &
Smelting
Gold Doré Gold Doré
SABC
Hauling
Waste Dump
Reclamation
Clearing & Topsoiling
Drilling & Blasting
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Mining
Baganite and Pani Ridge deposits at the Pani Gold Mine are mined using conventional
open-pit mining, commencing with topsoil stripping and overburden removal, followed by
drill-and-blast operations and conventional load-and-haul ore extraction. The deposits are
located on separate mining tenements held by different entities, namely PETS and GSM, both
operating under the Company’s corporate structure.
Mining activities in both zones will be phased according to ore supply requirements for the
operation of the heap leach and carbon-in-leach processing facilities. For heap-leach
processing, mining areas are divided between Pani Ridge within PETS IUP-OP area and
Baganite which spans portions of both PETS IUP-OP and GSM CoW . For CIL processing,
ore supply is determined based on processing requirements and is not restricted by
zone-specific allocation. Mining activities to supply oxide ore to the heap-leach facility has
commenced in 2026 in the Pani Ridge, while mining to supply ore to the CIL processing
facility is scheduled to commence in 2028. The project value is expected to be optimized
through a sequenced mining strategy that prioritizes areas with lower cost-per-ounce profiles
before progressing to higher-cost zones.
Based on metallurgical test work completed as part of the Definitive Feasibility Study
concluded in 2024, it is confirmed that ore from the Pani Ridge is more suitable for heap
leaching, and ore from both deposits will perform equally well under the CIL process.
Therefore, mined ore is segregated into two components: ore suitable for immediate heap
leaching and ore to be stockpiled for later processing through the planned CIL processing
facility. The mine plan will target the Pani Ridge ore for heap-leach processing due to its
higher recovery. The LOM schedule has been developed to prioritise ore from the heap leach
pit to be sent to the heap leach processing facility and ore from the CIL pit to be sent to the
CIL processing facility. However, the schedule was set up to recognize the higher profitability
of sending some ore types from the heap leach pit to the CIL processing facility and vice versa.
Consequently, the set priorities are not always followed in order to achieve higher economics
of the project. Waste material will be placed in valley-fill waste dumps designed with sufficient
capacity to accommodate waste movement over the LOM period.
We use two different processing methods at different stages of development to decrease the
overall risk of the project. HL has lower capex and operating costs, does not require tailings,
and therefore can be implemented faster. Resulting early cash flow generated from HL
operation can fund the development of CIL. CIL has higher processing capacity, and also
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higher capex and operating costs, when compared with HL. Certain oxide ores are better
suited to HL processing, and less amenable to CIL processing.
Grading and depth of ore for different processing routes
As further outlined in Section 9.5.2 of the CPR, the ultimate heap-leach pushback (HL03) is
designed to reach a bottom elevation of 405.5 mRL, with mining commencing from an
elevation of approximately 785 mRL. The ultimate pushback for the CIL pit (CIL05), which
fully encompasses HL03, is designed to reach a final elevation of 305 mRL. CIL05 extends
approximately 1.6 km along its major axis and 1.2 km along its minor axis. The figure below,
extracted from Figure 9.9 in the CPR, illustrates the relationship between the two pits, where
the blue outline represents the CIL ultimate pit (CIL05) and the gold outline represents the
HL ultimate pit (HL03).
As further discussed in Section 9.6 of the CPR, although separate pits have been designed for
each processing route, the mine schedule allows for material to be diverted between the HL
and CIL plants to meet ore-feed targets. Such diversion is infrequent but typically occurs in
the early years, when material that would generate higher value through the CIL plant is
temporarily redirected to the HL plant. This strategy supports achieving plant feed
requirements, bringing forward revenue to strengthen early-stage project economics, and
reducing overall project cash drawdown.
The Ore Reserves, including the grades, that have been reported for each processing route are
summarised in table below:
Processing Route Ore Tonnes Au Grade Ag Grade
(g/t) (g/t)
HL Pits* . . . . . . . . . . . . . . . . . . . . . . . . . 62.9 0.63 0.98
CIL Pits . . . . . . . . . . . . . . . . . . . . . . . . . 140.1 0.86 0.77
* Including ore in the stockpile that will be processed through heap leaching.
Heap leach pit
T
he heap leach pit, consisting of three staging cutbacks, namely Pit HL01, HL02 and HL03, is
designed to supply ore for heap-leach processing. Pit HL01 serves as the starter pit and is
mined initially to open up the area, which will establish access to the Pani Ridge and
subsequently the Baganite. Both HL01 and HL02 pits can be mined simultaneously, providing
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flexibility in the mining schedule. Mining at Pit HL03 will commence once Pits HL01 and
HL02 reach certain depth. Pits HL01, HL02, and HL03 are collectively expected to deliver 62
million tonnes of ore.
CIL Pit
The CIL pit comprises five staging cutbacks, namely CIL01 to CIL05, with CIL05 serving as
the final cutback. Pit CIL01 is designed below the Pit HL01 Baganite platform to continue
staged mining of Baganite area. Pits CIL02 and CIL03 will expand the mining footprint to
include Baganite and Pani Ridge deposits, extending extraction to deeper elevation. These two
pits will be combined into one large pit when mining Pit HL03 and Pit CIL03. Pit CIL04 is
designed to reach the lowest level of the Baganite Zone, while Pit CIL05 represents the final
design for life of mine.
Run-of-Mine (“ ROM”) Embankment
Several ore stockpile areas have been identified within the mining area with the majority
located within the GSM CoW area. The total stockpile capacity is approximately 5 million
tonnes. Ore will be stockpiled and segregated by grade to support blending strategies and
grade control management. Certain stockpiles will be strategically located in proximity to the
heap-leach and CIL processing facilities.
Mining plan
We plan to conduct mining activities within the Pani Block for the full term of PETS’ and
GSM’s respective mining licenses. Mining activities in both areas commenced in 2025. The
total ore production during life of mine is estimated at 203.1 million tonnes of ore, with a
production range of 3 to 25 million tonnes per year.
The annual mining plan is prepared based on the long-term production planning for the Pani
Gold Mine’s open pit mining operation which is subject to change from time to time due to
factors within or beyond our control. Factors that may affect future production plans include,
among other things, fluctuations in gold prices, weather conditions, operational incidents,
availability of mining equipment and machinery, performance of third-party contractors, and
labour-related matters. To mitigate these risks, we intend to implement disciplined grade
control, cost management, operational efficiency improvements and phased capacity
expansion, which we expect to support long-term profitability.
Mining operations follow a conventional drill-blast-load-haul sequence. Grade control and
production drilling are conducted using drill rigs with specified patterns and hole spacing.
Hard material is fragmented through controlled blasting prior to excavation. Following
blasting, material is excavated and loaded into haul trucks for transportation to designated
stockpiles or waste facilities. Drill cuttings are sampled and analysed at the on-site laboratory
for grade control and material classification.
Processing
Ore processing activities to produce gold doré bars will be carried out at the heap-leach
processing facility and the CIL processing facility, operated by PBT and PIN, respectively.
The heap-leach processing facility was originally designed with an installed capacity of 7.0
million tonnes per year, which has since been expanded to 8.0 million tonnes per year from
2026 as a function of higher crushing plant utilisation and ramping up to 10.0 million tonnes
per year in 2028. The CIL processing facility is designed with an initial installed capacity of 12
million tonnes per year, with operation scheduled to commence in the first half of 2028.
The heap-leach processing facility is designed to treat oxide ore type with an estimated average
gold recovery rate of approximately 82%. The CIL processing facility is designed to treat
transitional to fresh ore type, which typically exhibit higher grades than the heap-leach feed,
thereby maximizing gold recovery and improving overall project economics. The CIL
processing facility is expected to achieve an average recovery rate of approximately 92%.
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Heap-leach processing facility
The diagram below depicts the simplified process flow of the heap-leach processing facility:
ORE PREPARATION
ROM PRIMARY
CRUSHING
PRIMARY
SCREENING
SECONDARY
CRUSHING
SECONDARY
SCREENING
CRUSHED
ORE
STOCKPILE
TRUCK
LOAD-OUT
FACILITY
TERTIARY
CRUSHING
BARREN
TANK
STORM
WATER
POND
SCA VENGER
COLUMN
ADSORPTION
COLUMNS
CARBON
REGENERATION
WATER
TREATMENT
TREATED
WATER
ILS1 PLS2
SLUDGE
ENVIRONMENTAL
POND
ELUTION/ACID
WASH EW3 PRODUCT
Heap Leach Pad
HEAP LEACH AND ADR4
Mined ore is currently transported from the pit to the heap-leach processing facility using
60-tonne articulated dump trucks via a private haul road, with purchase of larger and more
efficient 100-tonne rigid dump trucks being implemented in the second quarter of 2026. The
ore is transported directly to the Ore Preparation Plant (“ OPP ”) where it is crushed to 100%
passing less then 19mm, before being stacked onto the heap-leach pads. The crushing and
screening circuit comprises three crushing stages, primary, secondary, and tertiary crushing,
and two screening stages, primary and secondary, to produce a material with a nominal
particle size of less than 19mm. Lime is added to the final product prior to discharge into the
load-out bins to control pH. The crushed ore is then loaded into dump trucks and transported
to the heap-leach pads for stacking.
After the crushing and screening, the ore is stacked on heap-leach pads and irrigated with a
cyanide solution. The leachate solution that percolates into the ore stack will carry the
dissolved valuable minerals out of the stack. The leachate is collected and directed to the PLS
Pond or ILS Pond. Leachate with a high gold content will be directed to the PLS Pond, while
those with a low gold content will be directed to the ILS Pond and subsequently pumped back
into the stack for further leaching.
Solution collected from the PLS Pond will be pumped to the ADR facility, where it passes
through a carbon -in-column (“ CIC ”) circuit, in which gold and silver are absorbed from the
PLS solution onto the activated carbon. The remaining solution becomes a barren leach
solution (“ BLS ”) to be reused in the ore leaching process. The gold-laden carbon is
transferred to a loaded carbon screen, washed by clean water (filtered water), and conveyed to
the elution circuit, where gold and silver are stripped from the carbon using a pressure zadra
stripping circuit to produce a gold-rich solution. The solution is subsequently directed to the
electrowinning cells located in the gold room for metal recovery.
In the electrowinning process, dissolved gold in the electrolyte is deposited onto the cathodes
through an electrochemical process. The recovered gold collected at the cathodes is then dried
and ready to be smelted into ingots. During this smelting process, fluxes are added to capture
impurities and lower the melting temperature of gold and other metals.
Heap leaching is a cost-effective gold recovery method characterized by relatively low
pre-production capital expenditure and operating costs. Our senior management has extensive
experience operating in heap-leach facility through their prior role in operating subsidiaries of
MCG, including the operators of the Tujuh Bukit Gold Mine and the Wetar Copper Mine.
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CIL processing facility
The diagram below depicts the simplified process flow of the CIL processing facility:
Mined ore will be transported via haul road from the pit to the primary crushing facility using
100-tonne dump trucks. The ore will be dumped directly into a run-of-mine ore bin, which
feeds a primary gyratory crusher that reduces the ore size to below 250 mm. The crushed ore
is then conveyed to a stockpile before being reclaimed and conveyed to the grinding circuit.
The crushed ore will then undergo further comminution in a traditional “SABC” circuit
(semi-autogenous grinding (“ SAG”) mill, ball mill, and pebble crusher) for size reduction to
80% passing 150 µm.
Slurry is then pumped from the mill discharge hopper through a gravity concentrator circuit
to produce gold concentrate. This concentrate will be subsequently treated through an
intensive leaching reactor process using a concentrated sodium cyanide and sodium hydroxide
solution, a batch process that takes up to 24 hours. This process will generate a gold-rich
solution, which will then be collected in an eluate tank and pumped into electrowinning cells.
Gold sludge is recovered from the electrowinning cell, press filtered, dried and then smelted
into gold doré in the form of bars. The gravity circuit accounts for up to 50% of the total gold
recovered from the process.
After the gold is dissolved and recovered from the concentrate via the reactor, the remaining
slurry (residue) is discharged back into the main processing plant’s grinding circuit. The
material returned can still contain significant, unrecovered gold, as it is a byproduct of the
initial leaching stage. This allows for further processing in the main circuit to maximize
overall recovery.
Slurry is then pumped from the grinding circuit into a pre-leach thickener to control density
before being transferred into the leaching tank circuit. The leaching/CIL circuit consists of
four leaching tanks and six CIL adsorption tanks.
Activated carbon will be introduced in the CIL tanks to adsorb the gold from the solution.
The gold-laden carbon will be pumped from the adsorption tank to a loaded carbon screen
and washed with filtered water before being transferred to the elution circuit. In the acid wash
column, the carbon will be treated with hydrochloric acid to remove impurities, followed by
elution, during which gold and silver will be stripped from the carbon into a gold-rich
solution. The solution will be subsequently directed to the electrowinning cells located in the
gold room for metal recovery. The stripped carbon will be fed to the carbon regeneration kiln
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for the carbon reactivation process before being reused for further gold adsorption processes.
In the electrowinning process, dissolved gold in the electrolyte will be deposited onto the
cathodes through an electrochemical process. The recovered gold collected at the cathodes will
then be dried and ready to be smelted into ingots. During this smelting process, fluxes will be
added to capture impurities and lower the melting temperature of gold and other metals.
The CIL circuit is designed for a slurry retention time of 24 hours, maximizing the gold
recoveries. Spent ore slurry exiting the CIL circuit will pass across fine carbon screens,
recovering attritted carbon for further processing, before entering a cyanide detoxification
circuit to reduce residual cyanide concentrations to below applicable environmental discharge
standards, before passing through a tailings thickener and being pumped to the tailings
storage facility, or be filtered and stacked on the Filtered Tailing Facility.
Tailings storage facility (“ TSF ”)
The tailing stream from the processing facility will be split into two parts (i) approximately 8
Mtpa will be directly pumped to the slurry Tailing Storage Facility Hulawa (“ TSF01 ”), and
(ii) approximately 4 Mtpa will be directed to a filter plant to produce filtered tailings cake for
disposal at a Filtered Tailing Facility (“ FTF ”). Both tailing storage facilities will be
constructed and commissioned before the commencement of the processing facility.
TSF01 is designed as a cross-valley embankment constructed in two stages. The first stage
serves as a starter dam at elevation RL300 to support CIL operations in 2028, followed by a
downstream raise to the final elevation of RL356 to maximise tailings storage in this location.
The storage capacity of the starter dam at elevation RL300 is estimated at 10 million tonnes,
sufficient for first year operations. Upon completion of the downstream raise to RL356, total
storage capacity is expected to increase to approximately 89 million tonnes, based on assumed
dry density of 1.5 t/m
3.
FTF will consist of a filter-press plant building designed to dewater tailings and maximize
process water recovery for recycling to the plant. The resulting filtered tailings cake will be
transported by truck to the FTF for placement and storage. The FTF will have a maximum
storage capacity of 54 million tonnes of tailings solids, based on an assumed dry density of
1.5 t/m
3, generated over the life of mine.
Quality Control
PBT currently has an onsite metallurgical laboratory that will be operated independently by
PT Intertek Utama Services (an Independent Third-Party operator), who will be responsible
for monitoring, inspecting, and quality control of the doré bars produced prior to dispatch to
a third-party refining facility. Testing will be conducted on a continuous basis to verify the
grade and metal content of the doré bars. Upon delivery to the refining facility, the doré bars
will be independently re-assayed to confirm metal content at a certain purity level, namely
95%. The refining service provider will then process the doré bars into gold granules with a
purity level of 99%, in accordance with international export standards.
Transportation and Logistics
Transportation activities begin at the pit and extend to the ore stockpile in the processing
area, and also include the transport of doré bars to the refining facility. Access roads, haul
roads, and other mining infrastructure are constructed in accordance with our designs and
specifications to ensure safety and efficiency. All mine haul roads are engineered and
constructed to accommodate regular dump trucks and articulated trucks in all weather
conditions. As at the Latest Practicable Date, all road routes connecting to the Pani Gold
Mine have been fully established and are operational, and none remain under construction or
are yet to be completed.
The nearest port to the mine is MAP-owned Bumbulan Port, located approximately 19 km
away. Bumbulan Port plays a key role in the project development and operations for the
delivery of large equipment, reagents, and bulk fuel supplies.
We currently utilize the Trans-Sulawesi toll road and a nine-kilometre access road to transport
goods to and from the mine site.
For the transportation of bars of gold doré and silver in doré, we will engage a leading
logistics provider with experience in handling high-value commodities. Doré bars will be
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transported from the PBT and PIN facilities to Djalaluddin Gorontalo Airport via land
routes of approximately 145 km. From there, the doré bars will be flown to Soekarno Hatta
Airport and subsequently delivered to a third-party refining facility.
The map below shows the location of the Pani Block and Pani Gold Mine and their proximity
to infrastructure. Other GSM CoW areas are in Central Sulawesi and North Sulawesi:
Celebes Sea
Gulf of Tomini
GORONTALO
NORTH
SULAWESI
Balantia
Marisa
Molombulahe Djalaludin Airport
Gorontalo
Pani Block & Pani Gold Mine
Ramboe
CENTRAL
SULAWESI
Latest Developments
CIL processing facility development
CIL earthworks construction commenced in January 2026. Detailed engineering for the TSF
starter dam was released in the first quarter of 2026. The TSF construction works commenced
in the first quarter of 2026. An optimised mine plan has been prepared to support ore feed to
the CIL processing facility starting in 2028. An updated definitive feasibility study (“ DFS ”) is
currently in progress to evaluate potential increases in life of mine processing throughput,
identify value engineering opportunities, and establish a final capital estimate and baseline
schedule.
An additional program of metallurgical confirmatory test work has commenced, based on ore
from the early mining years, to reconfirm key design parameters in advance of the detailed
engineering design phase.
Construction activities are targeting completion of accommodation facilities, infrastructure
expansions, and site access roads by the third quarter of 2026 to support mobilization of the
CIL processing plant scheduled to start in the late third quarter of 2026.
We are also actively assessing opportunities to redirect, recycle and repurpose tailings
generated from the CIL process. Potential applications under evaluation include co-disposal
with mine waste, development of additional TSFs, landfill use and incorporation into
construction materials. Composed primarily of high-silica and non-toxic sand, these tailings
may present opportunities to transform waste into commercially viable products.
Permitting for the development of the CIL facility is progressing as planned. Pohuwato
Regency has submitted a National Strategic Project (“ PSN ”) proposal for the Pani Gold
Mine. Once obtained, PSN status will expedite the permitting process for future projects.
Supporting facilities
Our mining and production activities are supported by waste dumps, explosives magazines for
storing emulsion and explosives, and backup diesel generators for emergency power supply.
These facilities are designed and constructed to support operational reliability, cost efficiency
and risk management. In addition, we have developed a mining, processing and
administration offices, mobile and fixed plant maintenance workshops, a training centre,
employee accommodation camp, mosque, clinic, security post at the mine entrance, and a
plant nursery facility to support rehabilitation and revegetation activities in mined-out areas.
The perimeter of the property has sediment control facilities installed to treat all surface
water prior to environment release. Our core shed is a core processing facility with sample
prep and fire assays, and we have commissioned a full scale metallurgical laboratory operated
by an Independent Third-Party lab specialist. On-site emergency response and firefighting
facility have been constructed to support the processing facilities, including the existing heap
leach facility and the planned CIL facility.
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Planned Production Schedule
Production plan of processing facility using heap-leach and CIL methods
The Pani Gold Mine achieved production operations with first gold pour in February 2026.
Production at the Pani Gold Mine is expected to ramp up significantly in 2028 following the
operation of the CIL facility. Peak gold production is estimated up to approximately 545 koz
in 2031.
0
100
200
300
400
500
600
0
100
200
300
400
500
600
108
159
443
505
545
443
295
299 301 300 322 311
92
63
108 159 138 145 165 202
128
262
298
340
344
315
295 299 301 300 322 311
92 63
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
HL CIL HL + CIL
Gold Produced (koz)
400
*Note: In developing the above production projections, we developed various assumptions based on the mining plan
for the Pani Gold Mine. We also assumed that PETS would be able to extend its IUP-OP beyond 2032.
Volatility in the price for gold could impact the unit economics of the Pani Gold Mine.
The table below sets forth the key production metrics for the p eriod from 2026 to 2040:
Unit LOM 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Pani Gold Mine . . .
Mined Tonnes . . . . kt344,278 20,426 15,330 34,594 36,079 36,533 33,949 23,598 28,333 21,854 24,610 21,708 18,301 16,955 6,107 5,901
Milled Tonnes . . . . kt200,290 8,001 9,000 19,854 22,009 22,009 22,009 17,911 12,001 12,001 12,001 12,034 12,001 12,001 3,995 3,461
Gold Produced . . . . koz 4,585 108 159 400 443 505 545 443 295 299 301 300 322 311 92 63
For more details, see Table 15-3 and Table 15-4 in the CPR in Appendix III to this prospectus,
as well as the following Table 15-5 from the CPR as to the detailed cash flow projection and
analysis of the Pani Gold Mine.
The basis and assumptions underlying the cash flow and net profit projections in Table 15-5
have taken into account gold prices forecasted by CRU, as well as estimates of capital
expenditures, operating expenses (including mining costs, respective operating costs for heap
leach, CIL and tailings, and site general and administration operating costs). For details, see
Section 14 of the CPR in Appendix III.
In order to fund our projected negative cash flow of US$304.2 million and projected
accumulated cash outflow of US$329.4 million for 2027, we intend to seek additional funding
through new bank loans and/or credit facilities or financing through the capital markets. In
December 2025 and April 2026, we entered into two revolving credit facility agreements, with
facility limits of US$350 million and US$150 million, respectively. As at 30 April 2026, the
undrawn available balances under these facilities amounted to US$20 million and US$130
million, respectively, representing total available liquidity of US$150 million. During the
Track Record Period and up to the Latest Practicable Date, we have not experienced any
difficulties in obtaining additional debt and equity financing when needed. Our Directors and
Commissioners do not foresee any potential difficulty in obtaining bank facilities should the
need arise, given that we began commercial gold production in February 2026, sold
approximately 516 oz of gold at an average sale price of approximately US$5,123/oz in March
2026, and gold production guidance for 2026 is expected to be 100,000-115,000 ounces.
BUSINESS
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Table 15-5 Pani Gold Project Key Economic Outputs — Detailed Cash Flow Projection
Detailed Cash Flow Analysis Unit LOM 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Metal Price Assumptions
Gold Price . . . . . . . . . . . . . . . . . . . . . US$/oz 5,251 4,900 5,550 5,830 5,500 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150
Gold Payable Price . . . . . . . . . . . . . . . . . US$/oz 5,222 4,876 5,522 5,801 5,473 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124
Silver Price . . . . . . . . . . . . . . . . . . . . . US$/oz 72 83 76 70 74 71 71 71 71 71 71 71 71 71 71 71
Silver Payable Price . . . . . . . . . . . . . . . . . US$/oz 68 82 75 69 73 70 70 70 70 70 70 70 70 70 70 70
Revenue
Gold Revenue . . . . . . . . . . . . . . . . . . . US$M 23,943.1 528.6 877.0 2,319.5 2,421.4 2,585.9 2,793.9 2,268.3 1,511.6 1,531.0 1,540.0 1,536.8 1,647.6 1,590.9 469.6 321.0
Silver Revenue . . . . . . . . . . . . . . . . . . . US$M 203.6 11.5 10.9 35.5 29.8 16.9 16.6 15.7 11.8 9.5 11.0 8.8 11.5 9.6 2.7 1.9
Total Revenue . . . . . . . . . . . . . . . . . . . US$M 24,146.7 540.1 887.9 2,355.0 2,451.2 2,602.8 2,810.5 2,284.1 1,523.4 1,540.5 1,551.0 1,545.5 1,659.1 1,600.5 472.2 322.9
Royalties
Gold royalty . . . . . . . . . . . . . . . . . . . . US$M 3,830.9 84.57 140.33 371.12 387.43 413.74 447.02 362.93 241.85 244.97 246.41 245.88 263.61 254.55 75.13 51.36
Silver royalty . . . . . . . . . . . . . . . . . . . . US$M 10.2 0.58 0.54 1.77 1.49 0.85 0.83 0.79 0.59 0.47 0.55 0.44 0.57 0.48 0.13 0.10
Total royalty . . . . . . . . . . . . . . . . . . . . US$M 3,841.1 85.15 140.87 372.89 388.92 414.58 447.85 363.72 242.44 245.44 246.95 246.32 264.19 255.03 75.27 51.46
Operating Costs (Opex)
Opex for Mining . . . . . . . . . . . . . . . . . . US$M 1,027.8 74.6 53.8 108.6 105.3 103.3 98.0 73.9 78.1 65.2 65.3 57.8 52.0 47.3 22.3 22.2
Opex for Processing HL . . . . . . . . . . . . . . . US$M 380.8 47.8 53.4 58.4 58.4 58.4 58.4 45.9 – – – – – – – –
Opex for Processing CIL . . . . . . . . . . . . . . . US$M 1,278.6 – – 92.7 108.9 108.9 108.9 109.3 109.4 109.4 109.4 109.6 109.4 109.4 48.8 44.8
Opex for Tailings . . . . . . . . . . . . . . . . . . US$M 183.8 – – 8.3 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 13.4 11.6
Opex for G&A . . . . . . . . . . . . . . . . . . . US$M 637.9 26.0 32.0 55.4 56.7 59.2 62.7 54.6 39.8 40.3 40.5 40.5 42.4 41.5 24.3 22.0
Total Operating Costs . . . . . . . . . . . . . . . . US$M 3,508.9 148.5 139.2 323.4 344.3 344.8 343.0 298.7 242.4 229.9 230.2 223.0 218.9 213.3 108.8 100.6
Earnings before Depreciation/Amortisation . . . . . . . US$M 16,796.7 306.5 607.8 1,658.7 1,718.0 1,843.4 2,019.6 1,621.7 1,038.5 1,065.2 1,073.8 1,076.2 1,176.0 1,132.2 288.1 170.9
Depreciation and Amortization (D/A) . . . . . . . . . US$M 1,948.3 53.8 106.2 169.2 162.9 159.3 160.9 146.3 103.8 93.3 84.1 78.6 71.2 64.8 59.2 434.8
Taxable Income . . . . . . . . . . . . . . . . . . . . US$M 14,848.4 252.7 501.7 1,489.5 1,555.1 1,684.1 1,858.7 1,475.4 934.8 972.0 989.8 997.7 1,104.8 1,067.3 228.9 –263.8
Income tax rate . . . . . . . . . . . . . . . . . . . % 22% 22% 22% 25% 26% 26% 26% 30% 27% 29% 28% 28% 26% 28% 29% 25%
Income tax payable . . . . . . . . . . . . . . . . . US$M 4,061.0 55.6 111.2 369.2 410.6 442.0 480.9 446.1 253.4 283.8 277.3 276.6 290.1 298.3 66.0 –
Profit after tax . . . . . . . . . . . . . . . . . . . . US$M 10,787.4 197.1 390.4 1,120.3 1,144.5 1,242.1 1,377.8 1,029.3 681.4 688.1 712.4 721.1 814.7 769.0 162.9 –263.8
Net Profit after adding back D/A . . . . . . . . . . . . US$M 12,735.7 250.9 496.6 1,289.4 1,307.4 1,401.4 1,538.8 1,175.6 785.2 781.4 796.5 799.6 886.0 833.9 222.1 170.9
Sunken Capital . . . . . . . . . . . . . . . . . . . US$M – – – – – – – – – – – – – – – –
Expansion Capital . . . . . . . . . . . . . . . . . US$M 1,414.6 296.0 721.7 144.0 55.5 45.5 42.6 89.4 – – – 20.1 – – – –
Sustaining Capital . . . . . . . . . . . . . . . . . US$M 273.6 3.2 3.5 20.0 20.8 21.5 22.2 23.2 19.6 19.6 19.6 20.0 20.0 20.0 20.0 20.0
Working Capital . . . . . . . . . . . . . . . . . . US$M 0.0 –23.2 75.7 17.1 –22.5 –3.9 –0.6 –0.1 –6.1 –8.5 –0.7 0.4 0.1 – 1.5 –3.1 –23.0
Mine Closure . . . . . . . . . . . . . . . . . . . . US$M 50.0 – – – – – – – – – – – – – 33.00 17.00
Residual Value . . . . . . . . . . . . . . . . . . . US$M – – – – – – – – – – – – – – – –
Cash flow . . . . . . . . . . . . . . . . . . . . . . US$M 10,997.4 –25.1 –304.2 1,108.3 1,253.6 1,338.3 1,474.6 1,063.2 771.6 770.3 777.5 759.2 865.8 815.3 172.1 156.9
Accumulated cash flow . . . . . . . . . . . . . . . . US$M 10,997.4 –25.1 –329.4 779.0 2,032.6 3,370.8 4,845.5 5,908.6 6,680.3 7,450.5 8,228.1 8,987.2 9,853.0 10,668.3 10,840.5 10,997.4
Unit AISC (including Royalties) . . . . . . . . . . . . US$/oz 1,632 2,080 1,719 1,704 1,639 1,516 1,463 1,515 1,672 1,627 1,618 1,604 1,531 1,544 2,560 2,988
Unit AISC (Excluding Royalties) . . . . . . . . . . . . US$/oz 794 1,295 832 772 760 695 642 694 850 805 797 783 710 723 1,739 2,167
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Based on the CPR, our Company is expected to achieve profitability in 2026, and positive
accumulated cash flow in 2028. According to the CPR, the Pani Gold Mine’s estimated
payback period (which is the amount of time required to recoup the initial development
capital) is approximately 1.3 years.
The Competent Person considers the Company’s assumed AISC including royalties of
US$1,632/oz to be reasonable for the level of study. This estimate is supported by the maturity
of the underlying cost inputs, which have been developed from first principles, informed by
recent vendor quotations and the Company’s latest internal forecast and budget. The cost
definition and engineering completeness are consistent with an Association for the
Advancement of Cost Engineering (AACE) Class 2 estimate, appropriate for this phase of
project and typically associated with an accuracy range of approximately −15% to +20%. This
level of accuracy provides confidence that the cost assumption applied in the cash flow model
is realistic and defensible for the level of study underpinning the CPR.
Our Path to Profitable Commercial Production and Assumptions Underlying our Financial
Model
Gross revenue
As at 31 December 2025, the MGR Group had not yet commenced gold production. The
MGR Group historically has derived all of its revenue from the rental of MMI’s heavy
equipment to its subsidiaries, its related parties as well as MCG’s subsidiaries. Such rental
activities are expected to be gradually reduced from 2026 onwards as MMI focuses on
providing operational support to the Pani Gold Mine. Accordingly, mining equipment rental
is not expected to constitute a material portion of our revenue going forward. As mining and
processing operations commence at Pani Gold Mine (first gold pour achieved at the Pani Gold
Mine in February 2026), MGR is expected to generate all of its revenue from gold mining
operation starting 2026.
Gross revenue of Pani Gold Mine’s mining operation is mainly driven by two drivers:
i) Metal production and sales volume;
ii) Metal price.
The forecast for metal production and sales volume from mining operation is as follows:
During the production process, ore (after removing waste rock) undergoes the main mining
and processing stages to ultimately produce saleable products. The general process from ore
mined to metal sales, as well as the forecast basis, is as follows. Our mining, processing and
production forecasts are based on the CPR in Appendix III:
Items Prediction
Ore Mined . . . . . . . . . . According to CPR. Ore mined during life of mine is strictly abide
by the amount of ore in the total reserve as of 31 December 2025.
Mining One has prepared an independent LOM production
schedule for the Pani Gold Mine using staged pit designs and the
Alastri Tactical Scheduler software. The LoM plan covers mining
from 2026 through end of mine life (2040), with monthly
schedules in 2026 to2028, quarterly schedules in 2029, and annual
schedules thereafter. Mining will extract 202 Mt of ore at an
average grade of 0.79 g/t Au, with an overall strip ratio of 0.70.
The basis of estimating ore tonnes and grades is the geological
block model which has been provided to and reviewed by Mining
One’s Competent Person for Mineral Resources. Further,
production rates are based on estimated equipment capacities,
operational and time constraints to deter mine achievable
production rates.
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Items Prediction
The schedule prioritises ore routing from the HL pit to the HL
plant and from the CIL pit to the CIL plant, while allowing
selective diversion of ore between plants to maximize project
economics.
In 2026, Pani Gold Mine is expected to mine 9,903kt ore from the
pit.
The lower strip ratio is primarily due to the Pani deposit being a
near -surface bulk-tonnage system, with mineralisation hosted in
competent, silica-rich rocks for ming topographic highs.
Surrounding weaker rocks have been preferentially eroded,
resulting in minimal overburden and a favorable waste-to-ore
ratio. In addition, the continuous geometry of the orebody
supports efficient open pit mining, contributing to a lower strip
ratio compared to typical open pit gold operations. The project’s
low strip ratio is further supported by the lower economic cut off
grade of 0.20 g/t Au used to distinguish ore with economic value
from waste. This is driven by higher processing recoveries and
lower operating costs, even when applying a conservative gold
price assumption of US$2,300/oz, below the spot price at the time
the CPR was prepared, and with no revenue attributed to silver.
These favorable economic parameters result in most of the
mineralised material reporting above cut off and defined as ore,
which in turn reduces the volume of waste and contributes
directly to the project’s low strip ratio.
Ore Processed . . . . . . . . According to CPR, ore feed to the plants is designed to peak
capacity at 10 Mtpa in 2028 and 12 Mtpa in 2029 for the HL and
CIL plant respectively. The CIL will start the operation in the
first half of 2028 with the designed capacity at 12 Mtpa, hence the
first year to reach full year production is expected to be in 2029.
Feed to the HL plant will conclude in 2032 once the HL pads are
fully stacked with ore. Over the LOM, 62.9 Mt of ore will be
processed through the HL plant and 137.4 Mt through the CIL
plant, sourced from mined ore from the pit and existing stockpiles
as of 31 December 2025.
In 2026, Pani Gold Mine is expected to process 8,001kt ore
through heap leach operations.
Metal Recovered/Metal
Production . . . . . . . . .
According to CPR. Metal Recovered = Ore Processed × Metal
Feed Grade × Metal Recovery Rate
The basis for the metal feed grade and recovery rate in the LOM
schedule is derived from a combination of geological modeling,
dilution factor, metallurgical testwork, and plant design
parameters.
The average gold grades used in the schedule are based on block
model estimates. These grades reflect the spatial distribution of
ore within the HL and CIL pits and incorporate dilution and
mining recovery factors.
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Items Prediction
The processing recovery assumptions are based on metallurgical
testwork specific to ore types from both pits, supported by
technical studies. Ore processed through heap leach will result in
delayed gold production compared to CIL processing. This is due
to the longer leach cycle times inherent in heap leach operations,
where gold recovery occurs progressively over months rather than
immediately.
In 2026, Pani Gold Mine is expected to produce 108koz gold and
145koz silver, both from heap leach operations.
Metal Sales Volume . . . Assuming a 99.5% payable gold and 98.4% payable silver over life
of mine, this is based on the refinery contract signed with
ANTAM in 2026, Pani Gold Mine is expected to record gold sales
of 108koz and silver sales of 143koz.
Gold/Silver price forecast is as follows:
We understand that as part of the gold sales price controls, MEMR set metal mineral
benchmark price ( Harga Patokan Mineral Logam or “ HPML ”) as the floor price (i.e. company
cannot sell the metal mineral below HPML). For gold and silver, the applicable HPML is
determined by reference to mineral reference price ( Harga Acuan Mineral or “ HMA ”), which,
in turn, is derived from internationally recognized spot price benchmarks, such as the London
Bullion Market Association. As such, we believe that this floor price will not materially affect
the model given the price assumption in the model representing expectations on the forecast
gold price in LOM. When forecasting gold/silver market prices for the years 2026 and beyond,
we adopted price forecasts prepared by CRU International Limited (the independent industry
consultant) on 2026 real terms as shown in the below table.
Gold prices are expected to hit $4,900/oz in 2026 and are expected to trend higher over the
next few years, peaking at around $5,830/oz in 2028 before easing to around $5,150/oz by
2030.
The forces that have supported gold prices since 2025 are likely to remain firmly in place.
Gold prices hit $1,983/oz in 2020 and continued to rise to $3,431/oz (nominal) in 2025. This
came amidst geopolitical shocks notably the Russia-Ukraine war which resulted in a
safe-haven spike in 2022 and changed the structural demand of gold. The freezing of Russia’s
foreign reserves accelerated central bank gold purchases globally which has a direct effect of
reducing the supply in the market. In this environment, geopolitical shocks have proven to be
able to trigger structural demand to support prices in the medium to long term. More recently,
the fluctuations in gold prices have been driven by two key factors:
• USD strength: A stronger dollar raises gold’s cost for non-US buyers and makes dollar
assets relatively more attractive. Looking forward, the USD is expected to weaken
which reduces the cost for non-US buyers. This is likely to increase gold demand and
drive gold prices up.
• Federal Reserve interest rate cut expectations: Federal Reserve interest rate cuts
generally boost gold prices by lowering the opportunity cost of holding non-yielding
assets and signals potential economic instability. This increases demand for safe-haven
assets like gold.
Firstly, geopolitical risk continues to remain elevated with the fragmentation of global power,
ongoing conflict flashpoints, and an increasingly multipolar world order reinforcing investor
appetite for politically neutral safe-haven assets. Bonds are perceived to offer limited
protection while equities are increasingly exposed to policy shocks, leading gold to be seen as
protection against systemic instability due to its neutrality and immunity to political risk.
This is supplemented by the anticipation of further Federal Reserve interest rate cuts which
are expected to drive real interest rates lower in the US. This would reduce the yields of
interest-bearing assets and make gold a more attractive asset.
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Gold remains central-bank favourite, despite record prices
2,500
2,700
2,900
3,100
3,300
3,500
3,700
3,900
4,100
4,300
4,500
0
10
20
30
40
50
60
Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25
net monthly flows, tonnes
Flows (LHS)
Price (RHS)
Gold price; $/oz
Gold outperforms S&P and USD as uncertainty builds
80
90
100
110
120
130
140
150
160
170
Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25
Gold TW US$ S&P 500Index
Gold’s appeal as an inflation hedge is also likely to increase with recent expectations of
sustained inflation in the near future. If market prices are persistently above target inflation,
investors are likely to sustain their demand for gold as a store of purchasing power,
reinforcing the forecast of continued price appreciation. Additionally, although gold
currently plays a small proportion in global investment portfolios, gold continues to gain
popularity as an investment portfolio diversifier. This means that even small percentage
changes in portfolio allocation can lead to significant demand changes that are greater than
supply changes, supporting continued price appreciation.
US Fed credibility concerns ignite inflation fears and drive gold ETF inflows in 2026
2,500
3,000
3,500
4,000
4,500
5,000
5,500
-30
0
30
60
90
120
150
Jan-25 May-25 Sep-25 Jan-26
Net monthly ETF flows,
T
onnes*
Flows (LHS) P rice (RHS)
Gold price;
$/oz
2.0
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
Jan-25 May-25 Sep-25 Jan-26
5-Year Breakeven Inflation Rate, %
10-Year Breakeven Inflation Rate, %
On the supply front, central banks are expected to maintain their strong gold demand
particularly from emerging markets. They are likely to reduce their exposure to US policies by
diversifying away from the US dollar as they view gold as a stable store of value. This is likely
BUSINESS
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to persist in the reduction of total net supply of gold in the market, leading to rising gold
prices. Additionally, gold mine supply have historically been highly inelastic, with long lead
times required to bring new mines into production. This is likely to be supplemented by ore
grade declines which further constrain supply responses and limit the gold industry’s ability to
respond quickly to higher prices. This means that demand increases are more likely to
translate to higher prices instead of rapid production growth.
Beyond 2028, the backdrop should become less supportive. Headline-driven volatility and
policy shock risk is expected to reduce with the next U.S. presidential administration. At the
same time, the Fed is not expected to keep cutting rates beyond 2026, with only limited easing
before policy settles. As these forces come together, gold’s upside should slow and transition
into a gentler downtrend.
Gold price historical and forecast, 2026E – 2030E, US$/oz
2026E 2027E 2028E 2029E 2030E Long-term
Real, 2026 basis . . . . . . 4,900 5,550 5,830 5,500 5,150 5,150
Silver price historical and forecast, 2026E – 2030E, US$/oz
2026E 2027E 2028E 2029E 2030E Long-term
Real, 2026 basis . . . . . . 83.00 76.00 70.00 74.00 71.00 71.00
Total revenue for each year is calculated as based on gold/silver sales volume of the year
multiplied by gold/silver price forecast of the year. In 2026, the Company is expected to record
total gross revenue of US$540.1 million.
Export tax
On 17 November 2025, the Minister of Finance issued Minister of Finance Regulation No. 80
of 2025 concerning the Determination of Export Goods in the Form of Gold Subject to
Export Duty and Export Duty Rates (“ MOF Reg No. 80/2025 ”), which came into effect on 23
December 2025. MOF Reg No. 80/2025 stipulates that exported goods in the form of gold are
subject to export duty. Export duty rates are applied progressively based on reference price
levels as determined periodically by the Minister of Trade (in coordination with relevant
agencies).
For our sales of gold products, it will not be subject to export tax, as we intend to primarily
sell our gold products domestically within Indonesia going forward, partly in response to
MOF Reg No. 80/2025. In February 2026, MGR Group, through PETS, signed a Gold Sales
and Purchase Agreement (“ GSPA”) with PT Aneka Tambang (Persero) Tbk (“ ANTAM ”),
which is valid for two years. The expected delivery volume is approximately 30 kg of gold per
week, which translates into an estimated annual delivery volume of approximately 50,000 oz
of gold. Based on the two-year contract period, the total transaction volume is up to 3 metric
tonnes (up to 100,000 oz of gold). The GSPA stipulates that the sales price will be set based on
the prevailing LBMA market prices. The first sale of refined gold under the GSPA took place
in March 2026. As sales are directed domestically under this agreement, export duty is not
applicable and has therefore not been modelled in the economic evaluation presented in the
CPR.
Silver is produced as a by-product and will be marketed internationally. At the time of
preparing the CPR, Indonesia imposes no export duty on silver.
Realization cost
Realization costs include freight and assay costs and refining costs. Given the corresponding
freight and assay contracts were under review and negotiation during preparation of the
assumptions, freight and assay unit cost was assumed based on actual historical freight and
assay cost incurred by BSI (operating entity of Tujuh Bukit Gold Mine owned by MCG) from
2021 to 2025, while refining unit cost was assumed based on refining contract between PT
PETS and ANTAM.
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Total realization cost for each year is projected based on the constant unit cost assumption
multiplied by the amount of metal in doré, which is the end product from HL and CIL that
would be further processed by ANTAM to become gold and silver granules. In 2026, the
Company is expected to record total realization costs of US$0.7 million.
Royalties
Before gold and silver products are sold, PETS and GSM as mining permit holders are obliged
to pay royalties to the Government, whose rate is set progressively between 7.00%-16.00% of
the price per troy ounce based on the Reference Mineral Price (“ HMA ”) set by the Minister of
Energy and Mineral Resources (“ ESDM ”) each period following the below regime.
• Reference Mineral Price (HMA) below US$1,800, a royalty rate of 7% of the price per
troy ounce applies;
• US$1,800 ≤ HMA < US$2,000, a royalty rate of 10% of the price per troy ounce applies;
• US$2,000 ≤ HMA <US$2,200, a royalty rate of 11% of the price per troy ounce applies;
• US$2,200 ≤ HMA <US$2,500, a royalty rate of 12% of the price per troy ounce applies;
• US$2,500 ≤ HMA <US$2,700, a royalty rate of 14% of the price per troy ounce applies;
• US$2,700 ≤ HMA <US$3,000, a royalty rate of 15% of the price per troy ounce applies;
• HMA is equal to or above US$3,000, a royalty rate of 16% of the price per troy ounce
applies.
For silver, a fixed royalty rate of 5.00% of the price per troy ounce is imposed.
Given the gold price assumption adopted by us per CRU forecast is higher than US$3,000/oz
(threshold for the highest royalty rate bucket per Indonesian regime), 16% royalty rate (i.e. the
highest royalty rate) is applied based on net revenue from sales of gold product, and 5%
royalty rate for net revenue from sales of silver product over the LOM in the model.
Total royalties for each year include gold royalties and silver royalties, which are calculated
based on net revenue from gold/silver sales multiplied by 16% and 5% respectively. In 2026, the
Company is expected to record total royalty of US$85.2 million, based on the forecasted gold
and silver price in the project economic evaluation.
Operating cost
Assumptions for operating costs are prepared by the Company and provided to and reviewed
by Mining One. Mining One has prepared the cost estimates related to mining activities,
including drilling, blasting, loading, hauling, and ancillary mine services. The remaining cost
components, encompassing processing, tailings, and general and administrative (G&A)
overheads, were taken from the Feasibility Study, updated by MGR and provided to and
reviewed by Mining One. Mining One has undertaken a technical review of these inputs to
assess the appropriateness of the assumptions, the consistency of the methodologies applied,
and the adequacy of the level of detail to ensure compliance with the requirements of the
JORC Code (2012) for the reporting of Ore Reserves. The activity-based operating cost
estimate has been structured into five principal categories, with defined battery limits to
ensure clarity of scope:
• Opex for Mining : Includes all mining-related activities from initial land clearing and
topsoil stripping through drilling, blasting, loading, hauling, and ore delivery up to the
primary crusher feed point. Costs beyond the crusher feed (i.e., within the processing
plant) are excluded. Mining opex was determined through a structured, activity-based
approach which was estimated using a excel model informed by the mine plan and
parameters. Operations are assumed to rely on equipment rented from MMI under wet
and dry hire arrangements, with blasting contracted to PT Orica Mining Services.
Estimates were derived from first-principles calculations and verified against current
contracts, supplier quotations, OEM data, benchmarking with comparable operations,
inputs from MGR’s other projects, and Mining One’s internal database, ensuring
assumptions are realistic and compliant with JORC Code (2012) requirements. Mining
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Opex was mainly categorised as fixed and variable costs. The major component for
mining opex is the hauling (which is closely related to distance from the pit to the
crusher) and blasting costs.
• Opex for Processing HL : Covers all costs associated with ore processing via heap leach,
commencing at the crusher discharge and extending through agglomeration, stacking,
leaching, solution handling, and recovery circuits. Opex estimated in economic
evaluation was primarily derived from the Feasibility Study completed in FS 2024,
prepared by NewPro, a consultant engaged by MGR to conduct the heap leach study.
These estimates have subsequently been updated to reflect supplier quotations and
tender outcomes, as well as adjustments for increased production throughput from the
original design prepared during Feasibility Study 2024. Opex for processing HL
comprises of labours, electrical power, reagents and consumables, laboratory,
maintenance materials, and mobile equipment costs. The majority of HL processing
costs are for reagents (which covers key chemicals required to dissolve gold from the
ore) and power.
• Opex for Processing CIL : Encompasses all costs related to ore treatment through the
carbon-in-leach (CIL) facilities, beginning at the crusher discharge and including
milling, leaching, adsorption, elution, electrowinning, and gold recovery. The CIL
operating cost estimates are based on a throughput of 12.0 Mtpa and incorporate the
addition of a filter press for dry-stacked tailings, recent supplier quotations, and tender
outcomes to ensure alignment with current market conditions. Costs are structured
across labour, consumables, fuel, power, and maintenance materials.
• Opex for tailings : Includes all costs associated with the handling, storage, and
management of tailings generated from CIL processing, covering both wet tailings
deposition and dry stacking operations. Tailings management incurs costs estimated by
MGR based on the technical study conducted by WSP-Golder.
• Opex for G&A : Represents site overheads not captured within the above activity-based
categories, including administration, camp services, security, mining concession
compensation, and other general site support functions. These costs were estimated
based on a combination of existing running expenses, supplier quotations,
benchmarking against other similar site operations, compliance with government
regulations (e.g., Land and Building Taxes), and internal budget allocations.
In 2026, the Company is expected to record total operating costs of US$148.5 million. Please
also refer to the below table for a detailed breakdown of Opex items discussed above.
Table 1. 2026 – 2027 Operating Costs (Real Term)*
Cost Category Unit 2026 2027
Mining – Fixed . . . . . . . . . . . . . . . . . . . . $M 3.01 3.01
Mining – Variable . . . . . . . . . . . . . . . . . . $M 71.59 50.75
HL Processing – Labour & Maintenance $M 9.53 10.72
HL Processing – Reagents & Power . . . . $M 26.77 30.04
HL Processing – Mobile Equipment . . . . $M 8.94 10.06
HL Processing – General . . . . . . . . . . . . $M 1.5 1.5
Infrastructure . . . . . . . . . . . . . . . . . . . . . $M 1.11 1.11
Site G&A . . . . . . . . . . . . . . . . . . . . . . . . $M 26.04 30.09
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $M 148.5 137.3
* CIL is yet to operate in 2026 and 2027 and therefore no CIL processing and tailing costs incurred in these
years.
Specifically, with regards to energy supply as part of operat ing costs, the Company utilizes
diesel for heavy equipment including mobile equipment used in mining, CIL and Heap Leach
Operations, blasting, the elution heater in CIL, light vehicles, and allowance for back-up
gensets. To secure stable diesel supply, subsidiaries of the Company have entered into various
forward purchase agreements for high speed diesel (HSD) with PT AKR Corporindo Tbk
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starting from 1 November 2022 to 31 October 2027 or 31 May 2032, as applicable, for the
Group’s mining operations. The purchase price under these agreements is determined based
on a floating pricing mechanism linked to the Mean of Platts Singapore (“ MOPS ”)
benchmark for gasoil pricing in Singapore. The HSD purchase price is calculated as the sum of
two components, namely, a product component and a transport fee component. The product
component is determined by reference to the MOPS Gasoil 0.25% Sulfur benchmark (Product
70 – Supply Only (CIF)) together with an agreed alpha premium. The applicable alpha
premium varies depending on the prevailing MOPS price range as follows:
— where MOPS is below US$70, the applicable alpha premium is 24%;
— where MOPS is between US$70 and US$90, the applicable alpha premium is 16%; and
— where MOPS exceeds US$90, the applicable alpha premium is 15%.
Accordingly, the product component is calculated as the product of 100% MOPS, multiplied
by 1 + the alpha premium. The transport fee component ( ongkos angkut , or “ OAT”) is
separately determined based on the applicable truck capacity and prevailing MOPS price
range, calculated on a franco delivery basis to the Group’s designated delivery point. The
agreements further provide that if delivery requires truck capacity or delivery locations
different from those specified in the agreement, the applicable transport fee shall be separately
agreed between the parties. Following the implementation of Indonesian MEMR Decree
No. 341.K/EK.01/MEM.E/2024 regarding the implementation of B40 biodiesel for the
Non-Public Service Obligation (“ Non-PSO ”) sector effective from January 2025, the pricing
for mula from January 2025 onwards additionally incorporates the monthly
Government-issued biodiesel base price difference ( Harga Indeks Pasar , or “ HIP ”), multiplied
by the applicable biodiesel percentage, together with the applicable transport fee and OAT
FAME. Under the agreement, the applicable OAT FAME for deliveries sourced from the
Bitung fuel depot is IDR125 per litre. The supplier is required to submit an offering letter to
the Group on a bi-weekly basis setting out the quoted price per litre for the supply and
delivery of the HSD products together with supporting substantiation of the applicable daily
MOPS prices for the Group’s review and record. The agreements further provide that the
pricing formula shall be reviewed and adjusted if there are any changes to government
regulations relating to biodiesel requirements applicable to the HSD products. The pricing
mechanism shall remain applicable throughout the contractual period unless there are
changes imposed by the relevant government authorities relating to the composition of the
HSD products. Any proposed amendment to the pricing mechanism must be supported by
official notification from the relevant government authority and shall only become effective
upon written approval by the Group.
We confirmed that the fuel supply chain remains undisturbed so far, while Supply Chain
Department of the Company will closely monitor the situation. In addition, the Company’s
reliance on conventional petroleum is reduced by the fact that it utilizes B40 diesel, where
approximately 40% of the fuel is biodiesel derived from domestically sourced crude palm oil
(CPO) and 60% conventional petroleum diesel. To further enhance supply security, the
Company is in the process of constructing an additional fuel storage tank, expected to be
completed in 2H2026. This will increase storage capacity and extend the Company’s fuel
supply coverage from 1ML (approximately 7 days) to 3ML (approximately 21 days). Given
that diesel cost accounts for approximately 2-4% of total AISC over LOM, the recent
fluctuation in diesel price is not expected to have significant negative impact on the
Company’s financial performance and profitability.
For the purpose of the CPR, a closure allocation of $50M has been included to ensure that an
adequate allocation is included in the financial analysis. Post mining reclamation cost is added
at the end of mine life (2039 and 2040) as a stand-alone item and separate to the
aforementioned opex.
Depreciation and amortization
We calculate depreciation and amortization of development capital expenditure and
sustaining capital expenditure based on the declining balance method at a rate of 12.5%.
We adopted the declining balance method for depreciation and amortization of development
and sustaining capital expenditure to better reflect the economic reality of mining operations.
Unlike straight-line depreciation, the declining balance method accelerates the recognition of
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capital costs in the earlier years of the mine life, which aligns with faster consumption of asset
value during initial ramp-up and peak production phases. This approach ensures that
depreciation charges are proportionate to the actual usage and economic benefit derived from
the assets.
In 2026, the Company is expected to record depreciation and amortization of US$53.8
million.
Corporate Income tax
Given that GSM operates under CoW permit and subject to 35% tax rate, while PETS
operates under IUP permit and subject to 22% tax rate, a split between different tax regimes
for PT Puncak Emas Tani Sejahtera (PETS) and PT Gorontalo Sejahtera Mining (GSM) is
calculated using the pro-rata mining production in each particular year.
In 2026, the Company is expected to record income tax payable of US$55.6 million.
Net Operating Profit After Tax (“NOPAT”)
As a result of the foregoing, our net profit is expected to reach US$197.1 million in 2026,
achieving profitability with net operating profit margin of 36.5%.
Sensitivity analysis
Per the CPR, the Competent Person conducted a sensitivity analysis to evaluate the impact of
key technical and economic parameters on the financial performance of the Pani Project. The
objective of this analysis is to assess the robustness of project economics under varying
assumptions and to identify the parameters that exert the greatest influence on NPV and IRR.
The parameters tested include gold price, capital expenditure, operating expenses, head grade,
plant throughput, and metallurgical recovery.
Each parameter was varied within a reasonable range, at +/- 30%, relative to the base case
assumptions as stated above:
• Gold price scenarios were selected to reflect both conservative long-term planning
assumptions and current market conditions.
• Capital expenditure and operating costs were adjusted to account for potential cost
escalation or efficiency gains.
• Grade, throughput, and recovery were varied to reflect operational uncertainties and
potential improvements in mine and plant performance.
The resulting changes in NPV were calculated to quantify the sensitivity of project economics
to each parameter, as presented in the below chart.
Sensitivity of NPV @ 8%; Real Terms
0
2,000
4,000
6,000
8,000
10,000
12,000
-30% -20% -10% 0% 10% 20% 30%
US$ million
Change in inputs
Gold Price Opex Capex Grade Recovery
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Exploration Activities
Exploration activities will include regional exploration and infill drilling to enhance
geological confidence and upgrade resource classification, and additional drilling to support
the continued development and viability of the Pani Gold Mine. Exploration activities will be
conducted by PETS and GSM, with support from drilling contractors and other support
providers.
The drilling programs will be aligned with the conceptual production plan and long-term
mining sequence of the Pani Gold Mine. As additional drilling data is collected, the geological
model will be updated, followed by revised resource estimates, which will serve as the basis for
updated mine plans.
In 2025, exploration activities concentrated on exploration drilling, geological mapping,
surface sampling and desktop studies, resulting in the development of a more comprehensive
geological model. Recent drilling at Kolokoa area, located to the south of the Pani Gold Mine
area, utilised two rigs and completed 12 holes for a total of 2,199 meters. The drilling results
identified new zones of mineralisation, while assay results from geotechnical drill holes in the
pit were consistent with the result from previous drilling campaigns. Specifically, historical
drill results at the Kolokoa area returned 32m @ 1.1g/t Au and 8m @ 1.9g/t Au from 41m and
142m downhole respectively.
In 2026, the exploration drilling program will continue at the Kolokoa Prospect, together with
detailed geological mapping and channel sampling. Drilling at a second prospect, Lone Pine,
is planned. Historical drill results at a second prospect, Lone Pine, include 10m @ 1.7g/t Au
and 8m @ 1.5g/t Au from 52m and 186m downhole, respectively. The Company has allocated
a budget of approximately US$6.4 million for the exploration activities in 2026.
In April 2026, the Company announced positive initial drilling results from the Kolokoa
prospect, located adjacent to the Pani Gold Mine concession area in the Marisa District,
Pohuwato Regency, Gorontalo Province, Sulawesi, Indonesia, which results indicate the
presence of a sizeable gold system with the potential to add meaningful resources and extend
the life of mine of the project.
In June 2026, the Company announced the first Mineral Resource Estimate (“ MRE ”) for the
Kolokoa prospect, located approximately 500 metres from the Pani Gold Mine area in Marisa
District, Pohuwato Regency, Gorontalo Province, Sulawesi, Indonesia. Based on the MRE as
at 1 June 2026, Kolokoa contains a Mineral Resource of 42 Mt at 0.33 g/t gold, equivalent to
445 koz of contained gold, delivered following 54 infill drill holes for 11,701.6 metres
completed over a six-month period and at a discovery cost of approximately US$5.50 per
ounce. The Kolokoa initial MRE increases the broader Pani Gold Mine MRE from 7.0 Moz to
approximately 7.4 Moz of gold, reinforcing the scale and long-term growth potential of the
Pani Gold Mine, and demonstrating the Company’s ability to rapidly advance exploration
targets. Kolokoa is located within trucking distance of existing and planned mining
infrastructure, and its mineralization remains open in multiple directions. In addition, the
Pani deep drilling program has commenced, comprising 3,600-metre initial diamond drilling
with two rigs to test the deposit down to depths of 0mRL or further if mineralization remains
open. Planned drilling at the Lone Pine prospect is targeted to commence in the second half of
2026. These provide a strong foundation for future resource growth through targeted
additional drilling and technical studies.
Going forward, and as at the Latest Practicable Date, the Group currently plans to continue to
explore and develop the Pani Block (including the Pani Gold Mine) in line with the three
existing drilling programs at the Kolokoa Prospect, Lone Pine, and Pani deep area drilling.
SALES AND MARKETING
During the Track Record Period, the sole service we provided was the rental of MMI’s heavy
equipment to PETS, which has been one of our subsidiaries since June 2024, and/or our
related entities, namely, PT Bumi Suksesindo (“ BSI ”) and PT Merdeka Mining Servis
(“MMS ”), to support construction and mining preparation activities at the PETS mine and
BSI’s mine operations. In 2023 and 2024, the Group generated revenue from renting mining
equipment to PETS before the Company acquired control of PETS in 2024. In addition, the
Group rented some mining equipment to its related party for use in operations at the Tujuh
Bukit gold mine located in Banyuwangi, East Java, Indonesia. In 2025, the Group rented its
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mining construction equipment to MMS as the Group’s mining contractor during
construction and development activities at the Pani Gold Mine. Such rental activities are
being gradually reduced in 2025 and 2026 and MMI’s resources will be focused to supporting
the Pani Gold Mine.
Sales and Marketing Efforts after the Track Record Period
The market for gold and silver products consists of demand from the jewellery, medical,
chemical, and electronics sectors, with the majority of consumption coming from India,
China, North America, Western Europe and Turkey. In addition, gold bars are widely traded
as investment products and can be bought and sold through financial institutions and traders.
Central banks also represent an important source of demand for gold, as part of their reserve
diversification strategies. Growing demand from these sectors support the long-term market
outlook for our products.
We have established a marketing team that manages our gold sales and offtake arrangements.
Gold and silver will be sold at prices referenced to prevailing spot prices in domestic and
international markets, based on benchmark prices published by the LBMA, with applicable
commercial adjustments determined through negotiation. Where appropriate, we may also
consider factors such as settlement terms and the ability to bundle gold and silver offtake, and
may enter into forward sales contract to manage price exposure. We plan to sell gold
domestically and silver products internationally in granular form. Gold products refined from
our doré will be collected by the buyer at the third-party refining facility, with shipment
arranged by the buyer. Before refined gold and silver products are sold to the domestic
market, PETS and GSM as mining permit holders are obliged to pay royalties to the
Government in accordance with Government Regulation No. 19/2025. In the attachment to
Government Regulation No. 19/2025, the gold royalty rate is set progressively between
7.00%-16.00% of the price per troy ounce based on the Reference Mineral Price (“ HMA ”) set
by the Minister of Energy and Mineral Resources (“ ESDM ”) each period.
For silver, a fixed royalty rate of 5.00% of the price per troy ounce is imposed.
The Group currently has not entered into any forward sales contracts in respect of its gold and
silver sales. Going forward, the Group may implement measures to manage exposure to gold
and silver price volatility which may include, among others, gold and silver hedging
arrangements and/or gold streaming transactions. Any such arrangements, if entered into,
would be subject to the Group’s internal risk management and approval processes and would
be assessed based on prevailing commercial terms and market conditions at the relevant time.
For details, see “Financial Information — Treasury and Investment Management — Policy
Financial risk management”. With the current gold price environment, the Company believes
that its profitability and operating margins remain competitive. Accordingly, the Company’s
primary approach to managing gold price fluctuation is through operational discipline and
continuous cost optimization initiatives, with the objective of maintaining sufficient margins
between production costs and prevailing gold prices. The Company believes this approach
supports positive operating cash flow generation across most commodity price scenarios.
On 17 November 2025, the Minister of Finance issued Minister of Finance Regulation No. 80
of 2025 concerning the Determination of Export Goods in the Form of Gold Subject to
Export Duty and Export Duty Rates (“ MOF Reg No. 80/2025 ”), which came into effect on 23
December 2025. MOF Reg No. 80/2025 stipulates that exported goods in the form of gold are
subject to export duty. Export duty rates are applied progressively based on reference price
levels as determined periodically by the Minister of Trade (in coordination with relevant
agencies). Accordingly, and partly in response to MOF Reg No. 80/2025, we intend to
primarily sell our gold products domestically within Indonesia going forward; any silver
by-products of our mining operations would be sold internationally and would not be subject
to export duty.
In February 2026, we, through PETS, signed a Gold Sales and Purchase Agreement (“ GSPA”)
with PT Aneka Tambang (Persero) Tbk (“ ANTAM ”), an Independent Third Party. The GSPA
is valid for two years with a total transaction volume of up to 3 metric tonnes (up to 100,000
ounces of gold). Under this partnership, PETS will sell refined gold granules to ANTAM
domestically. The first sale of refined gold under the GSPA took place in March 2026. As of
the Latest Practicable Date, while ANTAM was the Company’s only domestic gold buyer, the
Company is in ongoing preliminary and exploratory discussions with other local prospective
customers in relation to potential gold sales arrangements.
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There are no specific eligibility criteria applicable to domestic gold buyers in Indonesia. In
principle, gold may be sold to any domestic buyer. However, where the purchase is made for
commercial, non-retail purposes, the buyer is required to hold a valid Transportation and
Sales Licence ( Izin Pengangkutan dan Penjualan ) in order to purchase gold for commercial
purposes, as governed under Government Regulation No. 96 of 2021 on the Implementation
of Mineral and Coal Mining Business Activities.
Our Relationship and GSPA with ANTAM
ANTAM is an export-oriented mining and metals company with operations across Indonesia.
ANTAM undertakes exploration, excavation, processing through to marketing activities for
different metals including nickel ore, ferronickel, gold, silver, and bauxite.
The Company became acquainted with ANTAM through the Group’s parent company, MCG.
MCG’s relationship with ANTAM started in 2016, when MCG’s Tujuh Bukit Mine started its
first ore mining. ANTAM, an LBMA-accredited refinery, provides metal refinery services to
MCG for selling gold into the international export market. MCG has refined gold produced
from its Tujuh Bukit Mine through ANTAM.
Key GSPA terms with ANTAM
The salient terms of our GSPA with ANTAM are set out below:
The Company has entered into a GSPA with ANTAM governing the sale and delivery of
refined gold. The agreement establishes the general framework for pricing, payment, delivery,
and other commercial arrangements.
Quantity and Supply . The agreement provides for both fixed and variable supply
arrangements. Fixed quantities are determined as estimated weekly volumes for each contract
year and form part of the committed deliveries. Variable quantities depend on production
availability and may be offered or requested subject to mutual agreement.
Pricing . The purchase price for gold is determined on a per-transaction basis by references to
prevailing LBMA market prices, subject to mutually agreed adjustments. Any required
currency conversion will use the relevant central bank exchange rate prior to the delivery date.
Payment Terms . Payment is made against delivery and is supported by standard commercial
documentation, including invoices, assay certificates, and delivery reports. Payments are
typically settled in accordance with agreed timelines and banking arrangements between the
parties.
Termination . The agreement is entered into for a defined term and may be extended by mutual
agreement of the parties. It may also be terminated by either party, in accordance with its
terms, including in certain customary circumstances. This termination does not affect rights
and obligations accrued prior to termination.
Arrangements with refineries and buyers
The Group’s refined gold and silver granules are the end products resulting from the refining
process conducted by independent LBMA third-party refiners (such as ANTAM). Gold
granules are expected to be sold to domestic downstream purchasers, including gold trading
companies, jewellery groups and, in certain cases, the refiners themselves. ANTAM acts as
both a refiner and a downstream purchaser of gold. In respect of silver sales, the Group
currently intends to market and sell its silver products primarily through export channels. As
at the Latest Practicable Date, the Group has not entered into any definitive export sales
contracts for silver products and does not limit its target market to any particular
geographical region.
In a typical gold sale transaction, the Group acts as the producer of gold doré and silver in
doré, which is delivered to an independent LBMA third-party refiner (such as ANTAM) for
further refining into gold and silver granules meeting required purity specifications.
Following completion of the refining process, the refined gold and silver granules are sold to
relevant buyers. Under the Group’s current contractual arrangements, the Group remains
responsible for the refining costs and for ensuring delivery of refined gold granules meeting
the purity specifications stipulated by the buyer. The refiner provides refining services
pursuant to a separate refining arrangement.
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The Group is not contractually restricted from utilizing other refining service providers,
including non-LBMA-certified refiners in Indonesia. However, the acceptability of any
refiner is generally subject to product standards, specifications and requirements imposed by
the relevant buyers, which may vary depending on the customer requirements.
The Group’s royalty payment obligations to the Government of Indonesia in relation to gold
sales, in accordance with Minister of Energy and Mineral Resources Regulation of the
Republic of Indonesia No. 9 Year 2025 regarding Procedures for the Imposition, Calculation,
and Payment and/or Remittance of Non-Tax State Revenue to the Directorate General of
Minerals and Coal, are generally settled in two stages. First, a provisional royalty payment is
made prior to the completion of the gold sale transaction, based on estimated quality and
quantity on the estimated sales date and the base price prevailing on the date when the
provisional payment is billed. Subsequently, a final royalty payment is made, no later than
thirty (30) calendar days after the proposed transaction date based on the actual quantity,
quality and the price on the sales date. To the extent there is any difference between the
provisional royalty payment and the final royalty payment, only the remaining balance is
required to be settled upon the final royalty payment.
Under the current GSPA with ANTAM, the time when risks are transferred from the seller to
the buyer depends on which of two mechanisms applies to the transaction. For transactions
conducted immediately after completion of the refining process by the buyer, the risks of gold
loss and damage transfer from the seller to the buyer when the transaction confirmation letter
is signed. For transactions where the refined gold is already stored at the seller’s storage
facility, the risk of gold loss and damage transfers from the seller to the buyer when the gold
is physically handed over at the agreed delivery location, as evidenced by the handover
minutes. Notwithstanding the foregoing, legal ownership of the gold is only transferred after
the buyer has made payment in full for the transaction and the seller has confirmed receipt of
such payment.
With respect to the Group’s sales arrangements with ANTAM, ANTAM acts as the purchaser
of the Group’s gold products under the GSPA. ANTAM’s role as a refiner is governed under a
separate refining arrangement and is not regulated under the sales contract itself. The Group
expects ANTAM may subsequently sell the refined gold products to downstream customers.
In addition, as ANTAM is also a producer and distributor of retail precious metals, ANTAM
may further process and market the refined gold products under its own brand and retail
channels. As at the Latest Practicable Date, the Group’s sales arrangements with ANTAM do
not impose any minimum purchase requirement on ANTAM. Both refining costs charged and
sale prices paid by ANTAM are determined on an arms-length basis.
Key refining terms with ANTAM
PETS, as producer, and ANTAM, as refiner, entered into a Trial Shipment of Refining Service
Agreement No. 381/0505/MAT/2026 dated 26 February 2026 (the “ Trial Refining
Agreement ”). Under the agreement, the parties agree to conduct a trial shipment arrangement
for the refining of doré, whereby PETS shall deliver a minimum of 250 kg of doré to ANTAM
for refining and evaluation purposes, including assessment of the consistency of metal
content and impurity characteristics, in consideration of a potential definitive refining
agreement in the future. The Trial Refining Agreement further regulates, among others, the
specifications of the doré, shipment procedures, allocation of risks, insurance, as well as the
sampling and refining processes. Pursuant to the agreement, ANTAM shall return gold
granules with a purity level of 99.99% and silver granules with a purity level of 99.95%. Upon
completion of the refining process by ANTAM, the refined granules will be delivered back to
PETS. PETS may either sell such granules directly from ANTAM’s refinery or store it in a
third-party secured vault warehouse, Brinks, until a buyer has been secured. With respect to
extracted residual metal content, under the agreement, all cleaning products, slag residues,
and residues generated from the anode cleaning process, including any residual gold or silver,
will be collected, weighed, and returned to PETS. PETS will subsequently process such
residual metal content through its smelting operations to produce doré containing gold and
silver.
Following the completion of the trial refining arrangement, PETS and ANTAM entered into
a Refining Service Agreement No. 951/0505/MAT/2026 No. 017/PETS/SR VC/V/2026 dated 3
June 2026 (the “ Refining Service Agreement ”), superseding the previous Trial Refining
Agreement and governs the ongoing provision of refining services by ANTAM to PETS.
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The principal terms of the Refining Service Agreement remain substantially aligned with
those under the Trial Refining Agreement. Notable updates under the Refining Service
Agreement include the establishment of a longer contractual term for 2 years, starting from 3
June 2026 up until 2 June 2028 (unless terminated earlier based on condition set forth per
agreement), refining service fees, along with quantity estimation of product delivered
determined based on PETS’ projected one-year of doré, gold, and silver production and
shipment volumes subject to its approved RKAB. Based on the Refining Service Agreement,
PETS shall deliver a minimum of 200 kg of doré and shall not exceed a total gross weight of
1,500 kg of doré to ANTAM per each shipment for refining purposes, unless otherwise agreed
by the parties.
CUSTOMERS
Top customers during the track record period
During the Track Record Period, we only had two customers. For each year of the Track
Record Period, rental revenue from our customers amounted to US$1.4 million, US$1.7
million and US$0.1 million, respectively, accounting for 100% of our revenue during the
Track Record Periods. Sales to our largest customer for each year of the Track Record Period
amounted to US$1.4 million, US$1.7 million, US$0.1 million, accounting for 97.46%, 100%
and 100% of our revenue for the same periods, respectively.
The following table sets forth our customers for each year during the Track Record Period. We
are listed on the IDX.
Customer
Year
established
relationship
Place of
incorporation Currency
Payment
terms
Current
Relationship
Total in USD Percentage to total sales
31
December
2023
31
December
2024
31
December
2025
31
December
2023
31
December
2024
31
December
2025
PT Puncak Emas Tani
Sejahtera (“ PETS ”)
* . . 2023 Indonesia IDR 30 Days Subsidiary 35,447 1,749,657 – 2.54% 100.0% 0.00%
MCG . . . . . . . . 2022 Indonesia IDR 30 Days
Shareholder of
the Company 1,358,851 – 131,964 97.46% 0.00% 100.0%
*Note: The Company acquired control of and began consolidating PETS from June 2024.
Key terms with customers
T
he salient terms of our standard heavy equipment rental service contracts are set out below:
Term. We and our customers typically have framework agreements with indefinite terms,
ending automatically when all services are delivered at the end of the last lease period covered
by the contract.
Services & Pricing. We rent heavy equipment for use by our customers. We provide heavy
equipment for hire by hour. We offer different hire rates both (i) including and without fuel,
and (ii) including and without the provision of an operator.
Payment. We generally require our customers to pay us within 30 days after invoices are
received and accepted.
Health, safety, environmental and sustainability. We agree to comply with health, safety,
environmental and sustainability (“ HSE ”) requirements of enumerated by the customer,
including social responsibility and external relations procedures.
Insurance. We agree to maintain adequate insurance coverage in accordance with laws and
regulations.
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PROCUREMENT AND SUPPLIERS
We have a dedicated procurement team focused on supply chain management.
Our Supply Chain Management (“ SCM ”) consists of three core departments, each of which
that play strategic roles in meeting the goods and services requirements of our Group:
Strategic Sourcing Department : Responsible for identifying and selecting the most suitable
suppliers or partners to meet our operational requirements. This department manages the
procurement of goods and services, ensuring cost efficiency, adherence to quality standards,
and effective supplier selection and control.
Contract Management Department : Responsible for structuring, negotiating and
administering contractual arrangements, and defining the respective rights and obligations of
the Group and counterparties. This department oversees contract drafting, review, and
administration to mitigate commercial and legal risks and to safeguard our interests.
Logistics & Warehouse Management Department : Responsible for controlling logistics
activities to ensure timely delivery of goods. The warehouse function manages inventory
through structured planning and inventory control, balancing stock availability with lead
times to support operational continuity.
Collectively, these departments support effective supply chain governance, cost control and
operational reliability across the Group.
Key materials and services
During the Track Record Period, the key materials and services procured by the Group
included fuel, cyanide, explosives, processing reagents, drilling services, camp and site
services, logistics and transportation services, security services, EPC contractor services,
heavy equipment, engineering consultancy services, mining contractor services and laboratory
services.
During the Track Record Period, the Group prioritized the utilization of heavy equipment
owned by MMI, one of the Group’s subsidiaries which engaged in the heavy equipment rental
business especially to support its mining construction, development, and operational
activities at the Pani Gold Mine. As operational requirements and equipment demand
increased in connection with the ongoing construction, development, commissioning, and
project completion activities at the Pani Gold Mine, the Group entered into additional leasing
arrangements, primarily for heavy equipment to ensure the timely execution of its projects
and operational activities.
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Top 5 suppliers during the track record period
During the Track Record Period, all of our top five suppliers in each respective year were
primarily comprised service providers, such as heavy equipment rental/supply, fuel supply,
Management consulting services, share service, construction service, technical consulting
services, equipment rental, mining equipment supply, spare parts supply, consultancy services,
drilling services and freight forwarding services. For each year of the Track Record Period,
purchases from our top five suppliers amounted to US$38.2 million, US$49.6 million and
US$59.3 million, accounting for 45%, 39% and 37% of our purchases for the same periods,
respectively.
The following tables set forth our top five suppliers for each year during the Track Record
Period:
Top 5 suppliers for the year ended 31 December 2025
No Suppliers
Amount
Procurement
(USD,
millions)
% of total
procurement Type Product/Services
Related
Party
(Y/N)
Date
Cooperation
Begin Date Cooperation End
Place of
incorporation
Payment
term
Payment
method
(E.g. Wire
Transfers)
1 . . MCG 24.5 15% Management consulting
services, shared service,
construction service,
technical consulting
services and equipment
rental
Y 2022 2032, Some of agreement will
take effect since effective date
up to 2 (two) year and will be
automatically extended over the
same period continuously.
INDONESIA 30 Days Wire
transfers
2 . . Supplier A 15.5 10% Fuel Supply N 2022 2032 INDONESIA 30 Days Wire
transfers
3 . . Supplier B 8.6 5% Heavy Equipment Rental N 2024 2027 INDONESIA 30 Days Wire
transfers
4 . . Supplier C 5.7 4% Freight Forwarding
Services
N 2022 2028 INDONESIA 30 Days Wire
transfers
5 . . Supplier D 5.0 3% Consultant Services N 2022 2028 INDONESIA 30 Days Wire
transfers
Top 5 suppliers for the year ended 31 December 2024
No Supplier
Amount
Procurement
(USD,
millions)
% of total
procurement Type Product/Services
Related
Party
(Y/N)
Date
Cooperation
Begin Date Cooperation End
Place of
incorporation
Payment
term
Payment
method (E.g.
Wire
Transfers)
1 . . Supplier E 20.8 16% Heavy Equipment Supply N 2024 2025 INDONESIA 30 Days Wire
transfers
2 . . MCG 10.4 8% Management consulting
services, share service,
Construction service,
Technical consulting
services and equipment
rental.
Y 2022 2032, Some of agreement will
take effect since effective date
up to 2 (two) year and will be
automatically extended over the
same period continuously.
INDONESIA 30 Days Wire
transfers
3 . . Supplier F 7.7 6% Mining Equipment &
Spareparts Supply
N 2024 2025 INDONESIA 14-30
Days
Wire
transfers
4 . . Supplier G 5.8 5% Mining Equipment
Supply
N 2024 2025 AUSTRALIA 30 Days Wire
transfers
5 . . Supplier A 4.9 4% Fuel Supply N 2022 2032 INDONESIA 30 Days Wire
transfers
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Top 5 suppliers for the year ended 31 December 2023
No Supplier
Amount
Procurement
(USD,
millions)
% of total
procurement Type Product/Services
Related
Party
(Y/N)
Date
Cooperation
Begin Date Cooperation End
Place of
incorporation
Payment
term
Payment
method (E.g.
Wire
Transfers)
1 . . MCG 12.0 14% Management consulting
services, share service,
Construction service,
Technical consulting
services and equipment
rental.
Y 2022 2032, Some of agreement will
take effect since effective date
up to 2 (two) year and will be
automatically extended over the
same period continuously.
INDONESIA 30 Days Wire
transfers
2 . . Supplier D 8.4 10% Consultant Services N 2022 2028 INDONESIA 30 Days Wire
transfers
3 . . Supplier H 7.0 8% Heavy Equipment Supply N 2023 2028 INDONESIA 30 Days Wire
transfers
4 . . Supplier I 5.8 7% Drilling Services N 2022 2025 INDONESIA 30 Days Wire
transfers
5 . . Supplier J 5.0 6% Heavy Equipment Rental N 2022 2026 INDONESIA 30 Days Wire
transfers
Key terms with suppliers
The salient terms of standard third-party suppliers’ agreements are set out as below:
Term. We and our suppliers typically have framework agreements with a term of one year. We
also have agreements with a term of two or three years with some of our suppliers.
Pricing. We employ various pricing mechanisms for different types of bulk materials,
including annual fixed prices established in framework agreements, floating prices determined
by formulas linked to publicly available indices, and prices negotiated and determined
monthly by both parties.
Payment. Our suppliers usually grant us a credit term of 10 to 30 days from our receipt of the
invoice for payment settlement.
Qualification. We require our suppliers to possess a business license and other necessary
permits. For certain types of supplies, we require our suppliers to possess specialized
certifications or qualifications for the materials or goods they provide.
Quality control. Our agreements with suppliers typically include warranty and return clauses
to address any potential defects or non-conformities of the supplies.
Delivery. Our suppliers are generally responsible for delivering purchased materials or goods
to locations designated by us.
Renewal or termination : Our agreements with suppliers typically grant both parties rights to
renew or terminate the agreement with notice in writing.
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Minimum purchase commitment : Subject to case-by-case negotiation, our agreements with
suppliers may include the minimum purchase commitment of certain amount. We generally do
not agree to penalty in case of shortfall of minimum purchase commitment.
During the Track Record Period and up to the Latest Practicable Date, there had been no
material breaches of our agreements with suppliers. During the Track Record Period and as of
the Latest Practicable Date, we did not experience any material impact on our operation or
financial condition due to any significant fluctuation in prices set by our suppliers or any
material breach of contract on the part of our suppliers.
During the Track Record Period and as of the Latest Practicable Date, except for (i) MMI and
(ii) MCG, none of our Directors, Commissioners, or any of our shareholders (who or which to
the knowledge of the Directors and Commissioners owned more than 5% of our issued share
capital) had any interest in any of our five largest suppliers, in each year of the Track Record
Period and the top five suppliers are all independent third parties.
Customers who are also our suppliers
During the Track Record Period and as of the Latest Practicable Date, except for MCG and
ANTAM, none of our customers were also our suppliers.
During the Track Record Period, our transactions with MCG primarily involved (i) our rental
of heavy equipment to MCG in the amounts of US$1.4 million and US$0.1 million,
representing 97.5% and 100% of our total sales in 2023 and 2025, respectively, and (ii) our
purchasing management consulting services, share service, construction service, technical
consulting services and renting equipment from MCG in the amounts of US$12.0 million,
US$10.4 million and US$24.5 million, representing 14%, 8% and 15% of our total
procurement in 2023, 2024 and 2025. These transactions were made on an arms-length basis
and were not inter-conditional.
The Group’s suppliers consist of suppliers of goods and materials, as well as third-party
contractors. In general, suppliers of goods and materials mainly provide fuel supply,
equipment and material supplies, while third-party contractors mainly provide equipment
rental and field operations, logistics, transportation and site support, and professional and
technical services. The equipment supplied or rented by third-party contractors is primarily
mining-related and operational support equipment used in the Group’s mining, processing,
hauling, construction, and other site operational activities. The consulting and technical
services provided by contractors mainly relate to mining operations, engineering, technical
studies, operational support, and other professional services supporting the Group’s mining
and processing activities. Examples include services provided by NewPro for heap leach
studies and technical studies conducted by WSP-Golder.
In contrast, the Group rented some of its mining equipment only to related parties during the
Track Record Period. In 2023 and 2024, the Group’s revenue came from mining equipment
rental to PETS before the Company acquired and became the controlling shareholder of
PETS in 2024. In addition, some mining equipment was rented to a related party for the Tujuh
Bukit gold mine operation, which is located in Banyuwangi, East Java, Indonesia. In 2025, the
Group rented its mining construction equipment to MMS as the Group’s mining contractor
during the construction and development activities conducted at the Pani Gold Mine.
The heavy equipment leased by the Group from third-party suppliers during the Track Record
Period primarily consisted of excavators and bulldozers, which were mainly utilized to
support construction, development, commissioning, and project completion activities at the
Pani Gold Mine. Separately, certain equipment rented to related parties, other than MMS,
consisted of bell trucks used to support mining activities at the Tujuh Bukit project in
Banyuwangi, East Java, outside the Pani Gold Mine area.
CONTRACTORS
We engage third-party contractors and service providers for certain activities. Contractors are
required to comply with all prevailing laws and regulations, including compliance with
applicable labour regulations.
During the Track Record Period, we outsourced primarily the following three service areas to
contractors: (i) equipment rental and field operations; (ii) logistics, transportation and site
BUSINESS
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support; and (iii) professional and technical services. Professional and technical services used
by the Group primarily consist of: design engineering and mining construction services;
conducting geotechnical, hydrogeological, and hydrological studies; engineering design,
project management, and technical consulting services for mining and mineral processing
projects; and technical studies, engineering assessments, and consulting services for mining
and infrastructure projects. We had a total of 132, 165 and 206 contractors in 2023, 2024 and
2025, respectively.
As at or for the year ended 31 December
2023 2024 2025
Number of
contractors
Fee
incurred
Number of
contractors
Fee
incurred
Number of
contractors
Fee
incurred
US$ US$ US$
Equipment rental & field
operations . . . . . . . . . . . . 9 11,721,946 11 9,092,100 10 15,089,571
Logistics, transportation & site
support . . . . . . . . . . . . . . 19 4,718,710 26 6,312,653 43 14,103,960
Professional & technical
services . . . . . . . . . . . . . . 104 33,088,672 128 36,079,307 153 63,339,577
Total . . . . . . . . . . . . . . . . 132 49,529,328 165 51,484,060 206 92,533,108
Key terms with contractors
The salient terms of the standard contractor agreement are set out below:
Scope of work . The Contractor shall perform the agreed scope of work, including all necessary
activities required for the proper and complete execution of the services.
Contract price & payment . The contract price and payment terms shall be mutually agreed
during negotiations, with payments linked to verified work progress and subject to completion
and acceptance requirements.
Acceptance & deliverables . All deliverables shall be subject to inspection and formal
acceptance by the Company, evidenced through duly signed acceptance documentation.
Project schedule & timeline . The Contractor shall execute the services in accordance with the
agreed schedule and milestones, with clear timelines for completion and delivery.
Variation orders . Any changes to the scope of work shall be managed through a formal
variation order process, including prior approval, impact assessment, and agreed adjustment
to price and/or schedule.
Health, safety & environment . The Contractor shall comply with all applicable HSE
requirements, including the preparation and implementation of risk assessments and safety
procedures prior to and during execution.
Insurance . The Contractor shall maintain adequate insurance coverage, as agreed during
negotiations, to cover personnel, equipment, and potential liabilities arising from the
performance of the services.
Performance security . The Contractor shall provide performance security in a form and
amount to be agreed, to ensure proper fulfillment of its contractual obligations.
Warranty & defect liability . The Contractor shall warrant that the services are free from
defects in workmanship and comply with the agreed specifications, for a period to be mutually
agreed.
Liability & indemnity . The Contractor shall be responsible for and indemnify the Company
against losses, damages, or liabilities arising from the Contractor’s performance, subject to the
agreed contractual terms.
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Manpower & compliance . The Contractor shall provide qualified personnel and ensure full
compliance with applicable laws, regulations, and Company requirements.
Termination . The Company shall have the right to terminate the contract in accordance with
agreed terms, including termination for default, non-performance, breach, or for convenience,
with consequences governed by the agreed provisions.
Liquidated damages . The Contractor shall be subject to liquidated damages for delays or
failure to meet agreed performance requirements, as defined in the contract.
Dispute resolution & payment control . Any disputes shall be resolved in accordance with the
agreed dispute resolution mechanism, and the Company reserves the right to withhold
payment for incomplete, disputed, or non-compliant work.
While we do not maintain a standalone formal audit procedure specifically dedicated to
contractor workforce compliance, compliance is monitored through contractual review prior
to engagement and periodic administrative checks during the course of cooperation. These
reviews may include verification of invoices, supporting documentation, and, where relevant,
employment-related information provided by contractors.
During the Track Record Period and up to the Latest Practicable Date, we did not have any
material disputes with our contractors that would have material adverse impact on our
operation. Due to the intensive competition in the relevant contracting service market, we do
not expect significant difficulty in identifying alternative contractors to provide similar
services on terms comparable to those offered by our existing contractors.
As of the Latest Practicable Date, except for MCG, none of our Directors, Commissioners, or
any of our shareholders (who or which to the knowledge of the Directors and Commissioners
owned more than 5% of our issued share capital) had any interest in any of our contractors.
We typically select contractors through a competitive bidding process. Prior to engagement,
we will assess each contractor based on qualification, competence and relevant experience.
Candidates are required to provide copies of their qualifications, licenses, certificates and
permits for review and verification. An evaluation committee and supervision committee is
formed to conduct the selection procedure according with prescribed procedures, following
which shortlisted candidates may proceed to commercial negotiations before a final
appointment is made.
We require our contractors to comply with all applicable laws and regulations in respect of
safety and environmental protection. We also require our contractors to abide by our safety
management system and internal control policies. Our internal control policies establish
internal accountability and oversight procedures that require regular supervision and
management of contractor performance to ensure compliance with all applicable rules and
their contractual obligations. The relevant departments within our Company undertake
periodic inspections and performance reviews to confirm that contractors are operating in
accordance with the technical specifications of our project and industry standards. Pursuant
to our internal control policies, in the event that a contractor cannot or will not comply with
applicable laws and regulations, or we discover significant non-compliance or other issues in
the implementation of our project, we are entitled to suspend such contractor’s work and
require them to take correctional actions. In addition, we require our contractors to purchase
insurance for their employees and properties.
UTILITIES
During the Track Record Period and up to the Latest Practicable Date, the Group did not
experience any significant interruption in its operations, whether due to power shortages or
water supply issues.
Electricity
The Pani Block receives electricity through a 150 kV switchyard and 20 kV main switch room,
that are operated and maintained by PT PLN Nusantara Power Construction (PLN), a
state-owned electricity utility company that supplies electricity to the mine. During the Track
Record Period and up to the Latest Practicable Date, we did not experience any significant
interruptions in our operations due to power shortages or outages.
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On 1 October 2025, GSM and PBT purchased Renewable Energy Certificates (“ RECs ”) from
PT Energy Management Indonesia (“ EMI ”), a subsidiary of PLN. As a result of this
purchase, effective 1 January 2026, the electricity supply consumed at the Pani Gold Mine is
originated from clean energy generated by the Bakaru Hydropower Plant and/or other power
plants provided by PLN.
Water
The Pani Block sources water from the Botudulanga River. The mine’s water intake facility
draws water from the river for use in the processing plant, pursuant to a permit allowing
withdrawal of up to 250 litres per second. During the Track Record Period and up to the
Latest Practicable Date, we did not experience any significant interruptions in operations due
to water supply issues.
We are committed to using water responsibly through effective water management practices
across its operations. This includes managing and reducing wastewater (effluent) discharges,
incorporating a life-cycle perspective in supply chain management to reduce water
consumption and wastewater generation, and engaging with relevant stakeholders to identify
water users and address potential impacts on other water uses, with objective of promoting
sustainable water use.
INVENTORY
During the Track Record Period, our inventories primarily consisted of ore inventories, spare
parts and supplies. Inventory management is overseen by dedicated personnel responsible for
implementation of our inventory policies. The inventory function is segregated into (i) a
warehousing team, responsible for physical handling activities, such as receiving, storing and
issuing supplies; and (ii) an inventory team, responsible for maintaining our inventory
management system and monitoring inventory data, including stock levels for individual
items. Inventory levels are managed based on historical consumption patterns and supplies
lead times. All inventory information is recorded in our inventory management system and
categorized to facilitate monitoring and data analysis. We set the minimum and maximum
inventory levels in our inventory system to support timely procurement planning. We
undertake routine and periodic inventory review to ensure accuracy and adequacy of stock
levels. Inventories may be increased prior to certain predicable events, such as periods of
heavy rainstorms to mitigate potential supply chain disruptions.
COMPETITION
We face competition from gold and silver producers in both domestic and global markets.
Gold producers do not compete on quality, brand, or product marketing. Gold prices are also
entirely determined by market supply and demand. Competition with other gold producers is
primarily based on cost structure and ore quality.
We implement various cost management strategies aimed at maintaining operational
resilience and cost discipline across commodity price cycles.
SEASONALITY
Our Directors and Commissioners considered that, and as confirmed by CRU, our
operational and development activities may also be impacted to some extent by unusual or
adverse weather conditions, particularly during the rainy season when heavy rainfall can
create challenging working conditions. To mitigate this risk, construction and production
activities are scheduled with reference to weather forecasts, demand for goods, and inventory
levels, with the objective of maintaining cost discipline and operational continuity during
periods of heavy rainfall.
INTELLECTUAL PROPERTY
During the Track Record Period, we did not possess intellectual property rights which are
material to our business operations.
During the Track Record Period and up to the Latest Practicable Date, we were not involved
in any material dispute or litigation relating to infringement of trademarks and patents nor, to
the best of our knowledge, did we infringe any trademarks and patents belonging to other
parties.
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The trademarks used by the Company have been registered under the name of MCG, with the
Directorate General of Intellectual Property of the Ministry of Law of the Republic of
Indonesia. As of the date hereof, a formal trademark license agreement is currently being
prepared to be signed by and between MCG and the Company.
EMPLOYEES
As of 31 December 2025, the MGR Group had a total of 448 direct employees, consisting of
268 permanent employees and 180 employees with fixed-term work agreements, all of whom
are employees of MGR Group (including PETS, GSM, MMI and PBT) and are located in
Indonesia.
The Subsidiaries, namely PEG, MAP, PIJ and PIN, currently have no employees because their
operational activities are limited to administrative functions, so that all operational activities
of these Subsidiaries are currently carried out by employees of other Subsidiaries.
Function Permanent Fixed-term Total
Production . . . . . . . . . . . . . . . . . . . . . . . 133 138 271
Exploration . . . . . . . . . . . . . . . . . . . . . . . 36 11 47
Support . . . . . . . . . . . . . . . . . . . . . . . . . . 99 31 130
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268 180 448
Learning and Development Programs
We are committed to providing employment opportunities to the communities surrounding
our operations. Recognising that certain local communities may lack the technical knowledge
and skills required for construction or mining activities, we implement structured Human
Resources (“ HR ”) training and development programs to support workforce capacity
building. From the point of hire, we provide trainings designed to equip employees with the
knowledge and skills required to consistently meet our standards. Training programmes are
tailored accordingly to specific job requirements, such as occupational safety or emergency
response training, heavy equipment technical training, environmental management and
conservation, and community relations training. Environmental risk management training is
also provided to ensure that potential environmental hazards at the mine site and surrounding
areas are continuously identified, monitored and controlled.
We believe that these training programs enhance employee competencies, skills, and
knowledge, enabling performance aligned with industry standards. In addition, our HR
development programs aim to strengthen career development and organisational capability
across the Group. We have also established a competency improvement program aligned with
the governance and compliance standards applicable to companies listed on the IDX. We have
developed an employee information system that records personnel data, payroll calculations,
overtime calculations, and training activities.
Employee Compensation, Benefits and Welfare Programs
We structure our compensation, benefits, and welfare programs in alignment with our
financial capability and in compliance with applicable laws and regulations. Our overall
framework is designed to attract, retain and motivate employees while supporting
productivity and operational sustainability.
Employee compensation primarily consists of base salary and fixed allowances. Permanent
employees are eligible for long-service award benefits, as well as telecommunication and
communication equipment. Contract employees receive termination compensation payments
in accordance with applicable laws.
In addition to base salary, both permanent employees and contract employees receive
statutory and supplementary benefits, including Holiday Allowance (THR), participation in
BPJS Kesehatan and BPJS Ketenagakerjaan (covering work accident insurance, pension
benefits, death benefits and health coverage), maternity leave, annual leave, other paid leave,
maternity assistance, eyeglass assistance, menstrual leave, field break allowance, and
provision of personal protective equipment.
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We believe that fostering a comfortable and supportive work environment is a key driver of
productivity. We periodically evaluate employees’ support facilities and provide channels for
employees to share feedback and suggestions to enhance productivity. The outcomes of these
assessments, together with employee input, are considered in developing and improving
facilities such as accommodation, sports and recreational amenities, and employee shuttle
services.
As of the Latest Practicable Date, we do not have agreements in place to involve employees or
management in share ownership, including employee share ownership program or share
ownership arrangements for members of the Board of Directors or the Board of
Commissioners.
ENVIRONMENTAL, SOCIAL AND CORPORATE GOVERNANCE AND
SUSTAINABILITY
Sustainability is a core pillar of our Group’s strategy as part of the MCG Group. MCG, the
Company’s parent company, held an A rating from MSCI as of 31 December 2025. Moreover,
MCG maintained its Sustainalytics ESG Risk Rating at Medium, with a score of 27.8 based
on the latest full update as of 31 December 2025. This positions MCG as the leading company
among their peers (with market capitalization of US$3.2 billion - US$3.3 billion) within the
Sustainalytics ESG Risk Rating comprehensive assessment category.
The MGR Group intends to align with the MCG Group’s commitment to strong ESG and
sustainability principles and practices by conducting all business activities in a sustainable
and responsible manner, with the aim of creating value for stakeholders and having a positive
impact on the economy, the environment, employees and the communities around the areas of
operation. The MGR Group will leverage ESG and sustainability initiatives already
implemented at MCG, the Company’s parent company, tailored to the needs of the MGR
Group.
The MGR Group’s sustainability goals and commitments are outlined in a sustainability
policy. This policy sets out the foundation for how the MGR Group conducts its operations in
a sustainable and responsible manner, creating value for stakeholders and generating positive
impacts on the economy, the environment, society and the communities in which it operates.
MGR Group’s commitment to ESG and sustainability has six core pillars, each of which
covers the following key focus areas: (i) Preserving the Environment; (ii) Ensuring
Occupational Health and Safety (K3); (iii) Empowering Workers; (iv) Caring for the
Community; (v) Respecting Human Rights; and (vi) Adopting Good Corporate Governance.
Alignment with SDGs
Six Sustainability Strategy Pillars
1. PRESERVING
T
HE ENVIRONMENT
• Water and
wastewater
• Waste management
• Toxic emission
• Energy
management &
Climate change
• Land reclamation
and site closure
• Biodiversity
preservation
2. ENSURING
“EVERYONE SAFE,
ALWAYS”
• Incident prevention
and fatality
elimination
• Employees
wellness
• Emergency
response
3. EMPOWERING
OUR PEOPLE
• Skill improvement
• Leadership
development
• Workforce
diversity, equity,
and inclusion
(DEI)
• Employee
engagement
4. CARING FOR
COMMUNITIES
• Community
engagement
• Community
development and
empowerment
• Local
employment
growth
• Local supplier
increase
5. RESPECTING
HUMAN RIGHTS
• Continuous
human rights
due diligence
• Effective
grievance
mechanism
• Security and
human rights
• Global initiatives
participation
6. ADOPTING GOOD
CORPORATE
GOVERNANCE
• Board leadership,
oversight,
diversity
• Responsible
supply chain
• Whistleblowing
system
• Risk and
opportunity
management
To turn this commitment into action, MGR has established Six Sustainability Strategy Pillars
that outline its key focus areas. These pillars are aligned with the United Nations Sustainable
Development Goals (“ SDGs ”), ensuring that the company’s sustainability efforts contribute
meaningfully to global priorities while reinforcing its long-term vision, mission, and values.
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Environmental Protection
The MGR Group conducts environmental management using the principle of continuous
improvement based on applicable environmental regulations in Indonesia and the
Environmental Management System Standard in accordance with ISO 14001:2015 concerning
Environmental Management Systems (“ ISO 14001:2015 ”). As of February 2025, the
Company’s subsidiaries, PETS and GSM, have obtained ISO 14001:2015 certification, which
is valid through March 2028.
The MGR Group has established an Environmental Policy that reflects the commitment of its
highest leadership to environmental stewardship and protection. This Environmental Policy
applies to all subsidiaries under the MGR Group’s control, including the Company, as well as
to relevant business partners operating within the MGR Group’s value chain. The MGR
Group Environmental Policy includes commitments to solutions for climate change and
greenhouse gas emissions, water conservation, waste management, tailings management,
management of toxic and hazardous waste (“ B3”), and management of land reclamation and
biodiversity. To monitor environmental management performance, the MGR Group
periodically conducts internal and external audits which will then be used as material for
discussion in management review meetings.
MGR assigns a General Manager of Environment at headquarters and or General Manager
Subsidiaries to ensure the effective implementation of environmental policies, objectives,
targets, and programs. Periodically, the General Manager of Environment at the head office
and the KTT or General Manager of each Subsidiary report the results of the implementation
of environmental policies, objectives, targets, and programs to the MGR Board of Directors,
which will then serve as material for evaluation and the development of environmental
strategies.
Waste and wastewater management
As stated in MGR’s Water Management Policy, the MGR Group is committed to the
responsible use of water resources through effective water management practices and strives
to reduce wastewater discharges (“ effluent ”). The MGR Group also encourages the
implementation of a life cycle perspective among suppliers to reduce water use and wastewater
generation. The MGR Group collaborates with relevant stakeholders to identify water users
and others who may be affected by the company’s operations, with the goal of achieving
responsible and sustainable water use. The MGR Group also adopts a mitigation hierarchy
that includes preventing and minimizing the impacts of water use and wastewater generation
on workers, affected communities, and the surrounding environment. If prevention is not
possible, the MGR Group will minimize the impact and provide compensation.
The MGR Group consistently complies with the Decree of the State Minister of Environment
of the Republic of Indonesia No. 202 of 2004 on Wastewater Quality Standards for Gold and/
or Copper Ore Mining Businesses and/or Activities in managing the quality of wastewater or
discharge from mining activities. Each mining operation has a compliance point where the
quality of wastewater is measured regularly in accordance with the AMDAL document of
each operation, taking into account the conservation of water resources so as not to impact
water sources shared by the community.
To meet operational needs, the MGR Group uses water sources from surface water,
groundwater, and third-party sources.
Waste management
As a company engaged in gold and silver mining and processing, the MGR Group is
committed to meeting all relevant Indonesian regulatory requirements and adhering to
best-practice standards in waste management as stated in the MGR’s Waste Management
Policy. The MGR Group consistently documents and implements waste transportation,
handling, storage, and disposal in accordance with established procedures. The MGR Group
follows a mitigation hierarchy that prioritizes avoiding and minimizing the impacts of
hazardous and toxic, non-hazardous, and domestic waste on workers, surrounding
communities, and the environment. When preventative measures are not possible, the MGR
Group is committed to minimizing impacts and providing compensation.
Hazardous and toxic waste processing mechanism (“ B3”)
In compliance with Regulation of the Minister of Environment and Forestry of the Republic
of Indonesia No. 6 of 2021 on the Procedures and Requirements on Management of Toxic and
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Hazardous Waste, the MGR Group has adopted a comprehensive B3 Waste Management
Procedure. The procedure includes rules on waste sorting, packaging, labelling with special
symbols, storage, internal delivery, inspection, recording, and return of B3 to the producer,
inspection, cleaning, maintenance of B3 waste satellites, and B3 Waste Temporary Storage
Sites (TPS LB3). In addition, this procedure also regulates the delivery of B3 waste to licensed
third parties, reporting to the government, as well as emergency response procedures and
handling of B3 waste spills. This procedure is designed to ensure that B3 waste management is
carried out safely, responsibly, and in accordance with applicable regulations, in order to
minimize impacts on the environment and health. Throughout 2025, B3 waste management in
the MGR Group was carried out through internal mechanisms and in collaboration with third
parties licensed by the Ministry of Environment and Forestry (“ KLHK ”). The selected
licensed third parties have safe transportation and storage facilities to ensure waste handling
meets safety standards.
The MGR Group has established complaint mechanisms, procedures, and infrastructure to
handle hazardous waste leaks, as well as an Emergency Response Team (“ ERT”) tasked with
mitigating any hazardous waste spills. Throughout 2025, there were no large-scale hazardous
waste spills within the MGR Group’s operational areas that caused disruption to the
environment or surrounding communities.
Non-B3 waste processing mechanism
As a form of compliance with Law No. 18 of 2008 concerning Waste Management, the MGR
Group adopted the Non-B3 Waste Management Procedures established by the MCG Group,
covering the collection, delivery, and transportation of domestic waste. The procedure also
covers waste management at the Temporary Storage Site (TPS) for domestic waste and waste
utilization by third parties. For the management of non-biodegradable inorganic waste, the
MGR Group applies the Reduce, Reuse, Recycle (“ 3R”) principle, while organic waste is used
for composting, recycling and reuse. The MGR Group generated 259.78 tonnes of non-B3
waste in 2025.
Tailings management
The MGR Group plans to adopt the Tailings Policy established by the MCG Group to ensure
the safe and responsible generation, management, and disposal of future tailings. The MCG
Group Tailings Policy encompasses the development and implementation of best practices,
with a primary focus on minimizing adverse impacts on workers, communities, and the
environment throughout the tailings management process.
The approach will encompass the entire tailings processing cycle, from design and
construction to management and monitoring of the tailings storage facility. This approach
emphasizes risk identification and mitigation, reducing potential long-term impacts on
humans and the environment, and considering climate change implications. The MGR Group
also considers the implications of climate change in every aspect of tailings management to
ensure sustainable solutions.
The MGR Group will actively engage stakeholders throughout the tailings lifecycle by
promoting open communication, knowledge sharing, and educational initiatives on effective
tailings management. A key aspect of the MGR Group’s commitment will involve
independent reviews conducted at various stages, including the design, construction,
operation, and closure of tailings management facilities. This is to ensure that the MGR
Group conducts rigorous and objective assessments of tailings management practices to
maintain the highest standards and ensure sustainability and compliance with applicable
regulations.
Air quality management
The MGR Group is committed to protecting human health and the environment from the
adverse effects of air emissions in accordance with applicable regulations, by adopting the Air
Emissions Policy established by the MCG Group. Air emissions include, but are not limited to,
PM2.5, PM10, TSP, SOx, NOx, CO, Hg, and ozone-depleting gases (“ ODS ”).
The MGR Group periodically monitors, manages, and reports air emissions to authorized
government agencies, and adopts technology and implements preventative measures to
minimize the impacts of air emissions. The MGR Group is committed to assessing the
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potential impacts of air emissions on human health, safety, and the environment and
continuously implementing corrective actions. In line with this commitment, the MGR Group
promotes a lifecycle perspective to its suppliers through training to encourage the supply
chain to reduce air emissions.
Climate change
The MGR Group is committed to complying with all applicable laws and regulatory
requirements in Indonesia and aligning with international instruments related to climate
change, as stated in the MGR Group Climate Policy. To guide its climate change governance,
strategy, and reporting processes, the MGR Group uses a comprehensive approach aligned
with global best practices, including the Task Force on Climate-related Financial Disclosures
(“TCFD ”) to integrate climate risks and opportunities into business strategy, the Carbon
Disclosure Project (“ CDP ”) for disclosure of climate risk and emissions data, the Greenhouse
Gas Protocol (“ GHG Protocol ”) for measurement and reporting of greenhouse gas emissions,
the Intergovernmental Panel on Climate Change (“ IPCC ”) for projections and analysis of
climate change impacts, as well as the Global Reporting Initiative (“ GRI ”) for transparent
and accountable environmental impact reporting.
The MGR Group supports the Paris Agreement’s goal of limiting global temperature rise to
below 2°C and contributing to reducing Greenhouse Gas emissions through research,
innovation and energy efficiency implementation, and participation in carbon offset
programs. Governance practices, stakeholder engagement, and disclosure of climate
change-related information have been integrated into our business decision-making process.
Risks and opportunities related to climate change, including physical and transition risks, are
regularly evaluated to ensure long-term business sustainability. Furthermore, the MGR
Group promotes a lifecycle approach throughout the supply chain to reduce its carbon
footprint, while contributing to the global effort towards net-zero GHG emissions.
The MGR Group continues to strengthen its climate management framework through the
establishment of a GHG inventory, enhancement of emissions data quality, and
implementation of early decarbonization actions. In 2025, the MGR Group completed the
calculation of its Scope 1 and Scope 2 emissions consistent with the principles of the GHG
Protocol. As part of ongoing efforts to reduce emissions, GSM and PBT purchased RECs
from EMI, a subsidiary of PLN on 1 October 2025. As a result of this purchase, effective 1
January 2026, the electricity consumed at the Pani Gold Mine is originated from clean energy
generated by the Bakaru Hydropower Plant and/or other power plants provided by PLN.
Energy
MGR is committed to complying with all applicable laws and regulations related to energy
efficiency, utilization, and consumption; to continuously establishing and implementing
energy efficiency objectives, targets, and programs aligned with MGR’s Climate Change
Policy.
In line with the Decree of the Minister of Energy and Mineral Resources No.
341.K/EK.01/MEM.E/2024, since January 2025, all MGR Group operational areas have used
B40 Biodiesel, a 40% biofuel blend.
In 2025, the MGR Group’s total energy consumption was 605,256 gigajoules (“ GJ”), and its
energy intensity per venue was 4.59 gigajoules (GJ)/USD. Of this total energy consumption,
237,288 GJ (39%) came from renewable energy sources and 367,968 GJ (61%) from
non-renewable energy sources.
Emissions
The Company is using the TruCount emissions accounting platform to measure, monitor,
manage, and report GHG emissions. The TruCount platform is based on two globally
recognized international standards: the GHG Protocol and ISO 14064-1:2018 Greenhouse
Gases, ensuring calculation accuracy and compliance with international standards.
Until 2025, the MGR Group has calculated GHG emissions for scope 1 and scope 2. The
calculation of scope 1 GHG comes from the use of B40 Biodiesel for operational vehicles and
mining equipment across all Subsidiaries. The use of generators as power plants is also a
source of scope 1 emissions. Meanwhile, the calculation of scope 2 GHG emissions is
generated from the use of electrical energy supplied by PLN.
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In 2025, MGR Group’s total location-based GHG emissions reached 84,131 tonnes CO2 (e),
with 81,524 tonnes CO2 (e) coming from scope 1 and 2,608 tonnes CO2 (e) coming from scope
2. In the same year, the MGR Group’s location-based GHG intensity per revenue was 0.64
tCO2(e)/USD.
The MGR Group supports the target of achieving net-zero scope 1 and scope 2 emissions by
2050.
Reclamation and biodiversity
The MGR Group is a gold mining company committed to complying with all applicable
government regulations, including the Minister of Energy and Mineral Resources Regulation
No. 26 of 2018 concerning the Implementation of Good Mining Principles and Supervision of
Mineral and Coal Mining. As a form of compliance, all MGR Group operational areas have
obtained Operation Production Mining Business Licenses issued by the Indonesian
Government. Furthermore, the MGR Group has adopted the MCG Group Biodiversity
Management Policy, which aligns with International Finance Corporation Standards (“ IFC ”)
and International Council on Mining and Metals Principles (“ ICMM ”), which states a
commitment to protecting and conserving biodiversity, maintaining the benefits of ecosystem
services, and promoting sustainable management of natural resources.
In carrying out exploration activities and eventually production operations, the Pani Gold
Mine has developed a mine closure plan involving the community through public
consultations and a reclamation plan that has received government approval. This plan not
only serves as a formal document but also serves as the main guideline to ensure that mining
operations are carried out in accordance with the principles of environmental sustainability.
In addition, the MGR Group periodically prepares reclamation implementation reports as
part of the company’s responsibility to the environment and the community. As mining permit
holders, PETS and GSM will ensure that before commencing the exploration and production
process, the companies have placed a reclamation guarantee in accordance with the provisions
of Government Regulation No. 78/2010, which requires mining permit holders to provide
funds as collateral for reclamation implementation.
In managing biodiversity, the MGR Group is committed to protecting and preserving
biodiversity, maintaining ecosystems, and supporting sustainable natural resource
management as stated in MGR’s Biodiversity Management Policy. In developing and
implementing biodiversity management plans, the MGR Group actively engages in dialogue
with local communities, biodiversity experts, and relevant external parties, particularly in
areas that constitute natural habitats. The MGR Group is also committed to adopting a
mitigation hierarchy, which includes anticipatory measures and avoidance of environmental
impacts. Where avoidance is not possible, the MGR Group strives to minimize these impacts
and compensate for or restore any residual impacts that occur throughout the company’s
operations.
The MGR Group ensures that all stages of biodiversity management activities involve the
authorities, namely the Natural Resources Conservation and Agency (BKSDA) and the
Environmental Service.
The MGR Group has developed a Biodiversity Management Plan (“ BMP ”) for the Pani Gold
Mine. This BMP outlines the mitigation measures to be implemented to avoid, minimize, and
reverse impacts during the construction and operations phases, and establishes a governance
structure for BMP implementation.
The preparation of BMPs refers to national and international regulations, including IFC
Perfor mance Standard (“ PS ”), ICMM Principles on Biodiversity Conservation,
environmental responsibility requirements from the Initiative for Responsible Mining
Assurance (“ IRMA ”), and the Red List of the International Union for Conservation of
Nature and Natural Resources (“ IUCN ”).
The Company conducted environmental training covering Scope 3 GHG calculation, life cycle
assessment, and Ministry of Environment Regulation (PERMENLH) No. 11 of 2025
concerning Wastewater Quality Standards and Domestic Wastewater Treatment Technology
Standards (ALD), with a total duration of 24 hours.
As of the date of this Prospectus, there are no environmental issues that have a material
impact on the use of MGR Group’s assets. In 2025, MGR Group recorded environmental
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management and environmental monitoring costs of approximately US$0.3 million and
US$0.1 million, respectively. In the same year, MGR placed time deposits as guarantees for
reclamation and post-mining obligations amounting to US$1.7 million.
MGR’s ESG policies, including its Sustainability Policies, Environment Policies (as to our
commitment to mine closure and reclamation plans) and other policies, are applicable to all of
MGR’s subsidiaries. Considering the complexity of calculating and compiling the inventory
of Scope 3 GHG emissions, MGR has not yet initiated the quantification and inventory
process for Scope 3 emissions. In 2026, MGR plans to develop an in-house GHG inventory
application covering Scope 1 and Scope 2 emissions, which will subsequently be expanded to
include Scope 3 emissions in 2027. Upon completion of the application, MGR will commence
the calculation, recording, and reporting of Scope 3 GHG emissions, as well as establish
emission reduction targets for the following 3-5 years.
The Group does not utilize mercury in its operation processes in accordance with the
Regulation of the Minister of Environment and Forestry of the Republic of Indonesia No.
P.81/MENLHK/SETJEN/KUM.1/10/2019 on the National Action Plan for Mercury
Reduction and Elimination.
Downstream refiners
The Group does not conduct any refining activities. Precious metals produced by the Group
are refined and processed downstream by ANTAM, through its Precious Metals Processing
and Refinery Business Unit (the “ ANTAM Refinery Business Unit ”). The following is an
excerpt from ANTAM’s 2025 Sustainability Report on its ESG-related initiatives,
sustainability-related disclosures and controls specifically relating to its precious metals
refining and processing activities.
ANTAM’s precious metals refining activities are conducted under internationally recognised
governance and responsible sourcing standards, including LBMA accreditation and
Responsible Gold certification, which cover raw material processing, refining and laboratory
analysis processes. The ANTAM Refinery Business Unit received a Green PROPER award
from the Indonesian Ministry of Environment. ANTAM disclosed that the ANTAM Refinery
Business Unit is covered under ANTAM’s greenhouse gas emissions monitoring and
decarbonisation initiatives, including renewable energy certificate (“ REC ”) purchases and
emissions reporting aligned with IPCC Guidelines, GHG Protocol, and ISO 14064 standards.
ANTAM further disclosed that the ANTAM Refinery Business Unit operates under
internationally recognised management system certifications, including ISO 9001 Quality
Management System certification and ISO 45001 Occupational Health and Safety
Management System certification applicable to precious metals processing, refinery,
manufacturing, trading and laboratory analysis activities.
Corporate Social Responsibility
The sustainability of mining companies depends heavily on harmonious relationships with
surrounding communities. Community support and participation not only minimize social
risks but also increase operational acceptance and create shared benefits. Therefore, the MGR
Group, as part of the MCG Group, is committed to involving the community in every stage of
its operations, in accordance with applicable government regulations and international
standards.
All MCG Group Subsidiaries, including the MGR Group, are committed to implementing
sustainable Community Development and Empowerment (“ CDE ”) programs. These programs
are implemented according to CDE standards, which emphasize compliance with applicable
Indonesian laws, respect for local cultural wisdom, and the application of the principles of
transparency and fairness. In preparing the CDE plan, the Company refers to the Community
Development and Empowerment Master Plan, which is prepared based on information from
baseline studies, social impact analysis, and input from various stakeholders.
The MGR Group is committed to implementing an integrated Community Empowerment
Program (“ CEP ”) in eight main areas, namely education, health, real income/employment
levels, economic independence, socio-cultural and religious, community participation in
environmental management, community institutions in supporting CEP independence and
infrastructure development, for communities around mining areas.
The Company has continued to adopt an accommodative approach to address claims raised by
former unlicensed gold miners operating within areas that currently form part of the PETS
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and GSM mining licence areas, including through ongoing engagement and coordination with
local and provincial government authorities as well as the implementation of community
development and empowerment programs. As part of this effort, the Company continues to
implement empowerment and community development programs across eight pillars, namely
education, health, environment, economy, infrastructure, people’s income, community
institutions, and socio-cultural development, in line with applicable regulations and the
results of prior social mapping assessments conducted to identify community needs and
priorities. Examples of the Company’s empowerment and community development initiatives
include:
• Educational programs such as teacher coaching and capacity-building initiatives aimed
at strengthening teaching quality and developing school curricula that are more aligned
with current and future challenges. The Company also implements the “Pengajar
Merdeka Pohuwato” initiative, which supports educational access and development
opportunities for children from communities;
• Health programs conducted in collaboration with local health centers, including
supplementary nutrition programs (“ Pemberian Makanan Tambahan ”). These programs
also involve active participation in community nutrition activities;
• Economic empowerment and people’s income programs, including renovation and
support for local mini markets and small businesses, many of which are owned or
managed by families of former unlicensed miners, to improve hygiene, business
attractiveness, and economic resilience. The Company also prioritizes local business
owners as suppliers or vendors whenever possible to help improve local transactions
and cash flow; and
• A “Pasar Murah” (subsidized market) program organized for former unlicensed miners
and the wider community, particularly during the Ramadan period to help mitigate
increases in staple food prices. Through this initiative, community members are able to
purchase basic necessities at significantly reduced prices, while proceeds from the
program are donated to Baznas to support broader social welfare initiatives.
Former unlicensed miners and their family members in the Pohuwato Regency area have
participated in several of these empowerment and livelihood development programs, which
primarily focus on improving the employability and economic welfare of local communities.
One of the key initiatives is the “On the Job Training” program, which provides practical
mining-related training across operational departments. The program includes classroom and
hands-on operational training over a 12-month period, aimed at improving participants’
technical skills, safety awareness, and work readiness. Participants who complete the program
may become eligible for employment opportunities with the Group or its contractors.
Through these initiatives, the Company seeks to promote inclusive economic opportunities,
improve community welfare, and encourage sustainable alternative livelihoods for
communities surrounding the operational area. During the Track Record Period and as at the
Latest Practicable Date, the claims raised by former unlicensed gold miners and the miners
themselves have caused no material disruption to our normal mining operations. An illegal
demonstration that was staged in September 2023 seeking to continue unlawful mining
activities in the vicinity of the Pani Block, and which escalated into limited acts of minimal
and immaterial damage to certain of our facilities and local government offices, resulted in a
brief interruption to site activities; but normal operations were promptly restored, the overall
impact on the MGR Group was limited, and the Company considers the incident as a whole to
be immaterial. For details, see “Risk Factors — Risks Related to Our Business and Industry
— Illegal mining can disrupt our operational activities”.
Education
The CEP in education seeks to improve the quality of education through various
capacity-building activities, including training, vocational training, and incentives for
teachers. It also includes increasing access to education through scholarships and non-formal
learning programs, as well as providing supporting educational facilities such as mobile
libraries, reading gardens, school buses, and school building renovations. As part of its efforts
to expand access to education, enhance the competencies of educators and students, and
develop a competitive and high-quality local workforce in Pohuwato Regency, we
implemented various programs and collaborations reaching more than 450 beneficiaries in
2025. These initiatives included support for nutritional programs for students and teachers at
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SMAN 01 Buntulia, a public primary school; and the renovation of primary schools in the
Pani Gold Projects Areas, including SDN 09 Buntulia, SDN 05 Buntulia, and SDN 02
Buntulia, thereby enhancing the learning environment for both teachers and students.
Health
The CEP in the health sector seeks to improve the quality of public health through training
and incentives for health workers, the provision of medicines and health facilities such as
social service vehicles, and support for healthy lifestyle campaigns. In 2025, we implemented a
range of health-focused programs and partnerships aimed at improving nutrition,
strengthening maternal and child health, and promoting healthy lifestyles. These initiatives
benefited pregnant women, children, teachers, and students in Hulawa and Buntulia Villages.
Key activities included the establishment of a community health centre in Hulawa Village, the
provision of health services and nutritional monitoring for children affected by stunting and
undernutrition as well as for pregnant women, and the implementation of the “Healthy
Eating” awareness campaign.
Real income/employment levels
The CEP aims to increase the income of communities around the mine through mentoring
groups of farmers, livestock breeders, fishermen, and home industry players. This program
focuses on providing assistance, support, and business development such as freshwater fish
farming and goat farming, as well as businesses in similar sectors. This includes promotional
support for tourist destinations and special recruitment for communities around the mine. In
2025, we implemented programs aimed at increasing real income and expanding employment
opportunities, with a focus on empowering local service providers and strengthening the
motivation of community health workers. This support contributed to enhanced work
motivation, improved household economic stability.
Economic independence
The CEP aims to increase the economic independence of the community by developing
businesses and the potential of natural resources, which involves the development of an
integrated agricultural system, as well as support for MSMEs and Village-Owned Enterprises
(BUMDes). In 2025, we implemented various community empowerment programs and local
economic collaborations focused on strengthening community enterprises, supporting micro,
small, and medium enterprises (“ MSMEs ”), and increasing village-level economic
participation.
Socio-cultural and religious
The CEP in the socio-cultural and religious sector aims to help preserve and develop
socio-cultural and religious activities through financial support and facilities for the
preservation and development of social, cultural, and religious activities, including the
rehabilitation of places of worship damaged by natural disasters. In 2025, we carried out a
range of social and religious programs focused on strengthening social solidarity, community
care, and the preservation of local traditions. These initiatives reached 4,698 individuals and
2,400 families, including low-income communities, local journalists, and residents across nine
villages surrounding the mining area and throughout Pohuwato Regency.
Key activities included the implementation of Safari Ramadan and Tumbilotohe programs in
nine surrounding villages, as well as the organization of a subsidized community market,
which supported low-income families in accessing essential goods at affordable prices. We also
distributed sacrificial animals and implemented the Tebar Hewan Kurban 1446 H program for
beneficiaries in the Buntulia and Marisa areas.
Community participation in environmental management
The CEP for environmental management is carried out through collaboration with various
stakeholders in the for m of equipment support and coastal tourism development,
environmental cleanup, waste processing, and organic fertilizer production. In 2025, our
environmental Community Empowerment Program (CEP) initiatives focused on water
resource management, the enhancement of agricultural infrastructure, and environmental
conservation.
Key activities included sediment dredging of irrigation channels in Duhiadaa Sub-district to
optimize water flow to community rice fields. This initiative provided farmers with more
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stable and reliable water access, supporting increased agricultural productivity while
mitigating flood risks in surrounding farmland. Overall, the program contributed to improved
water-use efficiency, strengthened local food security, and the advancement of sustainable
environmental management practices in Pohuwato Regency.
Community institutions in supporting the independence of CEP
Under the community institutional pillar, we implemented programs aimed at advancing
social development, promoting sports activities, and strengthening village- and
government-level institutional facilities. These initiatives reached communities in Buntulia
Sub-district, Marisa Sub-district, and Hulawa Village. Primary beneficiaries included young
athletes, as well as pregnant women and children who indirectly benefited from enhanced
health service facilities and improved community infrastructure.
Infrastructure development
The CEP program in the field of infrastructure development is carried out in the form of
financial support and the construction of public infrastructure such as roads, bridges, public
facilities, and pipe network systems and clean water reservoirs, especially for remote areas.
Our infrastructure-focused CEP programs benefited 1,810 individuals across Bulangita,
Siduwonge, and Hulawa Villages, as well as the wider Pohuwato Regency. Key initiatives
included the Manunggal Air program, implemented in collaboration with KODIM
1313/Pohuwato, which expanded access to clean water for families in Bulangita and
Siduwonge Villages. In addition, we supported the renovation of the Baiturrahim Grand
Mosque in Pohuwato, enhancing comfort and facilities for worship.
Occupational Health and Safety
The MGR Group implements an Occupational Health and Safety Management System
(“K3”) (“ SMK3 ”) and a Mining Safety Management System (“ SMKP ”) based on applicable
regulations, namely the Minister of Energy and Mineral Resources Regulation No. 26 of 2018
concerning the Implementation of Good Mining Principles and Supervision of Mineral and
Coal Mining, Minister of Energy and Mineral Resources Decree No. 1827 K/30/MEM/2018
(as amended), Government Regulation No. 50 of 2012 concerning the Implementation of
Occupational Health and Safety Management System (SMK3). The MGR Group’s
Occupational Health and Safety Management System has been independently certified in
accordance with the international standard ISO 45001:2018 concerning the Occupational
Health and Safety Management System (“ ISO 45001:2018 ”). To ensure the effectiveness of
the implementation of SMKP, SMK3, and ISO 45001:2018, the three guidelines are integrated
in the Environmental Occupational Health and Safety Management System (“ SMK3L ”)
Manual document, which is prepared based on the Plan-Do-Check-Act (“ PDCA ”)
management framework. This document serves as the main guideline in the implementation of
SMK3L which must be applied by all Subsidiaries, employees, work partners, contractors,
visitors, and related stakeholders. The PDCA concept, which is an interactive process, is
applied by the company to achieve strategic goals in creating a safe and healthy work
environment to prevent work accidents, diseases, or dangerous incidents, and encourage the
responsibility of all parties towards K3 in order to achieve the MGR Group’s goal: Everyone
Safe, Always.
The implementation of SMK3L covers all activities carried out by companies within the
MGR Group, both primary mining activities and other supporting activities. SMK3L also
covers all work areas, including mining areas and supporting areas used to support mining
activities. In addition, policies related to K3 are stated in the Company Regulations (PP),
which regulate safety protection for all workers (100%), consisting of MGR Group employees.
No employee is missed or excluded from the implementation of the company’s SMK3, so that
every individual involved in the MGR Group’s operations receives equal protection regarding
Occupational Safety and Health.
In 2025, the MGR Group provided 4,085 hours of OHS training across 1,014 instances of
individual employee participation, and 8,888 hours of training across 2,166 instances of
individual contractor participation. The MGR Group also conducted a total of 850 annual
and pre-employment medical check-ups for MGR Group employees and 2,223 medical
check-ups for contractors with no record of any occupational diseases. The MGR Group
successfully achieved its Total Recordable Injury Frequency Rate (“ TRIFR ”) target of below
0.91 with a 2025 end of year TRIFR result of 0.68, down from 0.7 in 2024.
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As of the first quarter 2026, the Pani Gold Mine has achieved 19.9 million cumulative
man-hours without a lost time injury (“ LTI”). This performance demonstrated robust safety
management practices and a deeply embedded safety culture across its operations. During the
Track Record Period and up to the Latest Practicable Date, there were no major accidents
(including no fatalities) at the Pani Gold Mine or the Group’s facilities involving the Group’s
employees, contractors and third-party service providers.
Potential ESG-Related Risks and Our Strategies
Our mining activities and production processes pose potential ESG-related risks such as gas
emission, wastewater, noise, solid waste, tailings management, and land remediation and
biodiversity risks. To mitigate the adverse impact of these risks, we have taken the following
measures:
Energy Consumption and GHG. To address risks associated with high energy use, fuel
dependency, and greenhouse gas emissions from mining and processing activities, the
Company implements energy conservation measures through operational optimization,
preventive maintenance, and energy performance monitoring. An Energy Manager has been
appointed to oversee the implementation of an Energy Management System. As part of the
Company’s roadmap, energy audits are planned within the next three years to establish
baselines and identify efficiency improvement opportunities.
In addition, the Company utilizes B40 biodiesel to reduce the carbon intensity of fuel use
(Scope 1). For Scope 2 GHG emissions, GSM and PBT purchased RECs from EMI, a
subsidiary of PLN, the state-owned electricity utility, on 1 October 2025. As a result of this
purchase, effective 1 January 2026, the electricity consumed at Pani Gold Mine is originated
from clean energy generated by the Bakaru Hydropower Plant and/or other power plants
provided by PLN.
Water Treatment. The MGR Group applies water management practices focused on efficient
use and minimizing freshwater withdrawal. Wastewater generated from mining is treated in
accordance with regulatory standards before discharge.
Environmental Monitoring and Regulatory Compliance Risks. The MGR Group conducts
periodic environmental monitoring covering water quality, waste management, and emissions
to ensure compliance with environmental regulations and internal environmental policies.
Monitoring results are used to improve operational controls and support continuous
improvement.
Governance, Policy, and Continuous Improvement. Environmental protection and energy
conservation are governed under the MGR Group’s environmental policy framework, which
covers climate change, emission management, water management, waste management, and
biodiversity protection. These commitments are embedded into operational planning,
employee awareness programs, and management review processes to ensure continuous
improvement across mining and processing operations.
ESG 2025 Performance and 2026 Targets
The following table summarizes selected ESG performance indicators of the Company for the
year ended 31 December 2025, together with the Company’s sustainability targets for 2026.
These indicators reflect management’s commitment to continuous improvement across
environmental, social, and governance aspects of operations.
ENVIRONMENT
Topic 2025 Performance 2026 Targets
Management System . . . . . . • 100% of sites obtained ISO
14001:2015 certification
• Environmental Policy developed
• Maintain 100% ISO 14001:2015
certification across all sites
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Topic 2025 Performance 2026 Targets
Water,
Wastewater & Waste . . . . .
• Water Management Policy and
Waste Management Policy
developed
• Waste reduction initiatives
implemented
• Water quality complied with
applicable regulations
• Ensure water quality complies with
applicable laws and regulations
Climate Change
& Energy . . . . . . . . . . . .
• Climate Change Policy and Energy
Policy developed
• Entered REC agreement
• Implement and monitor energy
management programs
• Implement and monitor climate
change programs
Biodiversity . . . . . . . . . . . • Biodiversity Management Policy
developed
• Implement and monitor
Biodiversity Management Plan
• Establish permanent nursery station
• Establish fauna shelters
Air Emissions . . . . . . . . . . • Emissions Policy developed
• Operations complied with air
emission standards
• Ensure operations comply with
applicable air emission standards
OCCUPATIONAL HEALTH & SAFETY (“OHS”)
Topic 2025 Performance 2026 Targets
Incident Prevention & Fatality
Elimination . . . . . . . . . .
• Zero fatalities
• Zero LTI
• TRIFR: 0.68, achieved against the
target of below 0.91
• Safety Management System
Scorecard improved to 93%
• Zero fatalities
• Zero LTI
• TRIFR lower than 0.86
• Safety Scorecard ≥ 95%
Employee Wellness . . . . . . . • Medical check-ups provided to all
employees
• MGR employees and contractors
undergo annual medical check-ups
• Monitor medical high-risk
employees and contractors
according to schedule and within
95% attendance.
OHS Training . . . . . . . . . . • 1,014 employees trained (4,085
hours)
• 2,166 contractors trained (8,888
hours)
• Conduct OHS training per 2026
training plan
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Topic 2025 Performance 2026 Targets
OHS Management Systems . . • SMKP audit: PETS 88.16%, GSM
87.86%
• 100% ISO 45001:2018 certification
across business units
• Conduct SMKP Audits and Safety
audits as per schedule
• Maintain ISO 45001:2018
certification
• Senior Management Safety
Inspections (“ SMSI ”) achieve
target of 7 per month (84 per year).
• Risk Reviews conducted as per
schedule.
LABOR
Topic 2025 Performance 2026 Targets
Skills & Leadership
Development . . . . . . . . .
• 7,360 training hours delivered • Conduct training needs analysis
• Increase training hours per
employee
• Improve training facilities and
instructor capability
• Develop competency metrics for
non-staff
• Pre-retirement training
• Leadership training for managers
• Refresher training on Code of
Conduct & Anti-bribery
Diversity, Equity & Inclusion
(“DEI ”) . . . . . . . . . . . .
• Female workforce: 15.4% of total
workforce
• Women Workers Protection Forum
established
• 40 female heavy equipment
operators (contractors)
• Increase female workforce
participation
• Increase local workforce
participation
• Expand female employee forum
activities
Employee Engagement . . . . . • Employee Satisfaction Survey
conducted
• Engagement forums facilitated
• Long-Service Awards provided
• Improve employee satisfaction
• Increase engagement forum
activities
• Establish employee cooperative
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COMMUNITIES
Topic 2025 Performance 2026 Targets
Community Development &
Empowerment . . . . . . . .
• US$210,743 disbursed for programs
• Programs implemented in line with
approved plans
• Ensure effective implementation
aligned with approved annual plans
Community Engagement . . . • Regular meetings conducted • Ensure regular meetings with
communities
HUMAN RIGHTS
Topic 2025 Performance 2026 Targets
Human Rights Management
System . . . . . . . . . . . . .
• Human Rights Policy developed • Implement and monitor Human
Rights Policy
Security & Human Rights . . . • Annual human rights training
delivered to security personnel
• Provide human rights training to
100% of security personnel
Human Rights in Supply
Chain . . . . . . . . . . . . . .
• Provide human rights training to
employees and contractor
representatives
GOOD GOVERNANCE
Topic 2025 Performance 2026 Targets
Regulatory Compliance . . . . • No instances of non-compliance
resulting in fines or sanctions from
authorities or regulators
• Maintain zero non-compliance
incidents from authorities and
regulators
Code of Conduct . . . . . . . . • Ensure 100% employees receive
Code of Conduct training and
communication
Responsible
Supply Chain . . . . . . . . .
• Zero contract terminations due to
ESG impacts
• 100% primary contractors assessed
under CMS
• Increase CMS training participants
• Maintain zero ESG-related contract
terminations
• Maintain 100% CMS assessment for
primary contractors
Risk Management . . . . . . . • Risk & Opportunity Management
Policy established
• Risk and opportunity management
committee regular meetings
conducted on extreme and high
risks
• Increase risk and opportunity
management training participation
throughout 2026
• Conduct regular risk and
opportunity management
committee meetings on extreme and
high risks
INSURANCE
As of the Latest Practicable Date, we had insurance policies covering transportation of cargo
(non-bullion and bullion), plant, machinery, heavy equipment, property all risks and business
interruption, combined general and products liability, environmental impairment liability,
political violence, and directors and officers insurance.
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We believe that our insurance policies are adequate to replace the insured objects or cover the
risks insured by us. We consider our insurance coverage to be in line with the industry norm
and the relevant laws and regulations in Indonesia. However, the protection from such
insurance may not be sufficient to cover actual losses because we have agreed to policy limits
for certain coverage. For details, see “Risk Factors — Risks Related to Our Business and
Industry — Our insurance coverage may be inadequate to cover potential claims.”
PROPERTIES
As of the Latest Practicable Date, we (i) owned land with a carrying amount of US$51
thousand, (ii) owned buildings with a carrying amount of US$16.2 million, and (iii) had the
right-of-use to a building with a carrying amount of US$31 thousand. All of these properties
were used to support our business activities.
As at 31 December 2025, none of the properties held or leased by us had a carrying amount of
15% or more of our consolidated total assets. Therefore, according to Chapter 5 of the Listing
Rules and section 6(2) of the Companies (Exemption of Companies and Prospectuses from
Compliance with Provisions) Notice (Cap. 32L of the Laws of Hong Kong), this document is
exempted from compliance with the requirements of section 342(1)(b) of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance in relation to paragraph 34(2) of the
Third Schedule to the Companies (Winding Up and Miscellaneous Provisions) Ordinance
which requires a valuation report with respect to all our interests in land or buildings.
ENVIRONMENTAL LICENSES AND PERMITS
We conduct environmental impact identification based on Environmental Impact Analysis
(“ AMDAL ”) to ensure appropriate and effective responses to actual and potential
environmental risks, in accordance with applicable regulations in Indonesia and international
standards. The following is a list of AMDAL, UKL-UPL and/or Environmental Permit
documents held by our subsidiaries:
PETS Decree of the Head of the Pohuwato Regency Investment Office No.
205/07/IL/DPM/XI/2018 dated 23 November 2018 concerning Environmental
Permit for the 131.46 Ha Gold Mining Activity Plan of PT Puncak Emas Tani
Sejahtera in Hulawa Village, Buntulia District, Pohuwato Regency in
conjunction with Decree of the Head of the Pohuwato Regency Environmental
Office No. 800/PLH-PHWT/SKKL/01/XI/2018 dated 19 November 2018
concerning the Decision on Environmental Feasibility of the 136 Ha Gold
Mining Activity Plan in Hulawa Village, Buntulia District, Pohuwato Regency
in conjunction with Decree of the Minister of Environment and Forestry No.
SK/ 1208/ MENLHK/ SETJ EN/ PLA.4/ 12/ 2022 date d 2 De c e mbe r 2022
concerning the Environmental Feasibility of Infill Drilling Mining Activities of
DMP Gold Mining in Hulawa Village, Buntulia District, Pohuwato Regency,
Gorontalo Province in conjunction with Decree of the Minister of
Environment/Head of the Environmental Control Agency No.797 dated 9 May
2025 concerning the Environmental Feasibility of Infill Drilling Additional
Activities of DMP Gold Mining of PT Puncak Emas Tani Sejahtera.
GSM Decree of the Governor of Gorontalo No. 305/22/VII/2016 dated 15 July 2016 in
conjunction with Decree of the Minister of Environment and Forestry No. 146
of 2024 dated 5 February 2024 concerning the Environmental Feasibility of the
Gold and Associated Mineral Mining Development Activity Plan (DMP) in
Hulawa Village, Buntulia District, Pohuwato Regency, Gorontalo Province by
PT Gorontalo Sejahtera Mining.
PBT Environmental Permit based on the Decree of the Head of the Investment,
Energy and Mineral Resources and Transmigration Office of Gorontalo
Province No. 02/DPMESDM-TRANS/IL/I/2019 dated 31 January 2019
concerning the Environmental Permit for Gold Ore Processing and Refining
Activities covering an area of 763.90 Ha in Hulawa Village, Buntulia District,
Pohuwato Regency, Gorontalo Province by PT Pani Bersama Tambang in 2019,
as amended by the Decree of the Head of the Investment and One-Stop
Integrated Service Office of Gorontalo Province No.
01/DPMPTSP/SKKL/I/2025 dated 8 January 2025 concerning Approval of the
Environmental Feasibility Letter Addendum to the ANDAL and RKL-RPL for
the Gold Ore Processing and Refining Activity Plan of PT Pani Bersama
Tambang.
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MAP Decree of the Head of Gorontalo Province Investment and One-Stop Service
Office No. 500.16.7.2/DPMPTSP/02/III/2025 dated March 2025 on Approval of
the Statement of Commitment to Environmental Management of the Planned
Construction of Warehousing, Roads and Other Supporting Facilities in the
Form of a Special Terminal in Bumbulan Village, Paguat District, Pohuwato
Regency, Gorontalo Province by PT Mentari Alam Persada covering an area of
79,062.91 m
2.
LEGAL PROCEEDINGS AND COMPLIANCE
Legal Proceedings
During the Track Record Period and up to the Latest Practicable Date, we had not been a
party to, and were not aware of any threat of, any material legal, arbitral or administrative
proceeding which, in our opinion, would likely have a material and adverse effect on our
business, financial condition or results of operations. We may from time to time become a
party to various legal, arbitral or administrative proceedings arising in the ordinary course of
our business.
Legal Compliance
During the Track Record Period and up to the Latest Practicable Date, we had not been and
were not involved in (i) any material non-compliance incidents that have led to fines,
enforcement actions or other penalties which could, individually or in the aggregate, have a
material adverse effect on our business, financial condition and results of operations, and (ii)
any legal claims or proceedings that may have an material influence on our rights to explore or
mine.
During the Track Record Period and up to the Latest Practicable Date, we had not been and
were not involved in any non-compliance with environmental laws and regulations by the
Group, any breach of anti-corruption, anti-bribery, anti-money laundering, sanctions,
financial and export control regulations and similar laws and regulations by the MGR Group
or its employees or any material incident of economic, political or social instability in the
regions where the MGR Group operated that could, individually or in the aggregate, have a
material adverse effect on our business, financial condition and results of operations. We had
not experienced any material adverse impact from sanctions and export controls during the
Track Record Period and up to the Latest Practicable Date.
RISK MANAGEMENT AND INTERNAL CONTROL MEASURES
Risk Management
We are subject to various risks relating to our operations. For details, see the “Risk
Assessment” section in the CPR in Appendix III to this prospectus. We have established risk
management systems, further discussed below, to manage our risk exposures. Based on the
CPR, we are subject to the risks of (i) failure of the heap leach stack, (ii) tailings filtration and
filtered tailings facility underperformance, (iii) actual tailings dry density realised below
target, (iv) underestimation of costs or cost inflation, and/or (v) seismic/earthquake activity
causes damage to site infrastructure such as TSF, pit and plant. To mitigate these risks we
adopt the following risk management policies or procedures: (i) build the dump to engineering
specifications and monitor/survey the dump for movement/slumping; (ii) carry out
comprehensive testing of the ore prior to engineering the tailings filter, and build soe
redundancy into the filter press to ensure no shortfalls occur; (iii) validate that the higher
density is a reasonable assumption to base the TSF design on, and incorporate some
redundancy in the tailings design to incorporate additional capacity if required; (iv)
incorporate higher levels of contingency on longstanding price estimates, and have large
capital elements repriced; and (v) focus mitigation efforts on response capabilities rather than
elimination, as it is difficult to avoid impacts from a large seismic event.
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To manage the risk of illegal mining that may disrupt our operational activities, we implement
comprehensive security measures in our concession area to protect the Pani Gold Mine from
illegal mining. These measures include the deployment of security officers and coordination
with the Indonesian National Police (Polri) to maintain security within the concession
boundaries. In addition to security enforcement, we have implemented career transfer
programs and provided compensation arrangements to facilitate the orderly removal of illegal
miners from the concession area.
Risk management is a key pillar of our Corporate Governance strategy and plays a crucial
role in business management. MGR has adopted the MCG Risk Management Software to
record and monitor risks and track mitigation actions as necessary. We implement risk
management to mitigate the above risk factors outlined in the CPR, and to address the key
material risks outlined in “Risk Factors.”
Internal Control
To ensure business continuity in line with objectives and programs, and to promote efficiency
and compliance with management policies, our internal control system will include various
processes designed to provide reasonable assurance that financial reporting is accurate and
complete, and that corporate objectives are achieved. This assurance is primarily supported
by the Internal Audit Unit, which conducts periodic audits of significant operational and
financial activities. As part of the MCG Group, we have adopted the MCG Group’s internal
control system.
In general, internal control activities aim to assist the Board of Commissioners and Board of
Directors in: (i) protecting our assets; (ii) ensuring the availability of reliable and trustworthy
financial reports; (iii) enhancing the Company’s compliance with laws and regulations; (iv)
mitigating the risk of loss, deviation and violation of the principle of prudence; (v) increasing
organizational effectiveness; and (vi) increasing cost efficiency.
We have implemented internal control functions in the financial and operational aspects as
follows:
Financial control. To ensure the reliability of reporting and presentation of financial
statements, we have implemented the following internal controls: (i) clear separation of
functions; (ii) regular updates to all policies, procedures, operational systems and standards
accountancy; (iii) maintain complete and accurate financial records which are checked
through a multi-level review process; (iv) preparation of financial reports in a timely manner;
and (v) physical asset control.
Operational control. To ensure the effectiveness of operational internal control, we conduct
periodic evaluations through our Internal Audit Unit. These evaluations are designed to
assess and verify that field activities are carried out in alignment with applicable internal
policies, standard operating procedures, and established work standards.
Regulatory compliance. We ensure that our mining operations and other business activities are
conducted in full compliance with applicable laws and regulations, as well as adhere to
relevant international standards and the principles of Good Mining Practices.
Our Directors and Commissioners are of the view that we have taken all reasonable steps to
establish a proper internal control system. As such, our Directors and Commissioners are of
the view that our internal control measures are adequate and effective.
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You should read the following discussion and analysis of our financial condition and results
of operations in conjunction with our consolidated financial statements as at and for the
years ended 31 December 2023, 2024 and 2025, and the accompanying notes included in the
Accountant’s Report in Appendix I to this Prospectus. The Accountant’s Report has been
prepared in accordance with IFRS. Potential investors should read the Accountant’s Report
in Appendix I in its entirety and not rely merely on the information contained in this section.
The following discussion and analysis contain forward-looking statements that involve risks
and uncertainties. For additional information regarding these risks and uncertainties, see
“Risk Factors”.
OVERVIEW
MGR is an IDX-listed gold mining company positioned among the top pure-play gold
producers in Asia. Anchored by the Pani Gold Mine, the largest primary gold mine in
Indonesia on a Resources and Reserves basis according to CRU, by 2030 we are expected to
rank among the top two primary gold mines in Asia by production. MGR is uniquely
positioned by virtue of its base of Reserves underpinning prospective resource potential,
average strip ratio being among the lowest globally, and rapid ramp-up profile enabling peak
production within a short timeframe. The Pani Gold Mine adopts low cost open-pit mining
operations. We have capitalised upon Indonesia’s natural endowment and the critical
importance of the mining sector in the nation’s economic development. We leverage our
competitive advantages in mine scale, operational efficiency, future growth opportunities and
resource potential.
In 2023, 2024 and 2025, our revenue was US$1.4 million, US$1.8 million and US$0.1 million,
our loss for the year was US$6.8 million, US$12.7 million and US$27.5 million, and our total
comprehensive loss for the year was US$6.9 million, US$13.3 million and US$27.3 million,
respectively, after accounting for exchange difference on financial statements translation,
actuarial gain/(loss) and related income tax.
SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Directors and Commissioners believe that the factors described below significantly
affected our business activities, results of operations and financial condition during the Track
Record Period and/or will have a significant impact on our business activities, results of
operations and financial condition in the future.
Macroeconomic conditions and fluctuations in global commodity prices, supply and demand
The majority of the MGR Group’s future revenue will be derived from the sale of gold and
silver products. Gold and silver will be sold at prices referenced to prevailing spot prices in
domestic and international markets, based on benchmark prices published by the London
Bullion Metal Association (“ LBMA ”), with applicable commercial adjustments determined
through negotiations. Therefore, the MGR Group’s future operational performance and
financial condition will be directly affected by global gold price fluctuations. Gold prices have
historically fluctuated, and are influenced by various factors beyond the MGR Group’s
control, such as global and regional supply and demand, global economic conditions, advance
sales by producers, buying and selling of precious metals by various central banks and
financial institutions, interest rates and interest rate expectations, exchange rates, inflation or
deflation, fluctuations in the value of the United States Dollar and other foreign currencies, as
well as geopolitical issues. The market for gold commodities is also influenced by demand
from end users. For example, the price and demand for gold as a safe haven tend to increase in
market environments filled with uncertainty, high inflation and a weak United States Dollar.
With the current gold price environment, the Company believes that its profitability and
operating margins remain competitive. Accordingly, the Company’s primary approach to
managing gold price fluctuation is through operational discipline and continuous cost
optimization initiatives, with the objective of maintaining sufficient margins between
production costs and prevailing gold prices. The Company believes this approach supports
positive operating cash flow generation across most commodity price scenarios.
Production volume and production capacity expansion
The MGR Group’s production volumes will be primarily influenced by the stages of mining,
production and processing operations and variations in ore grade cycles.
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The mining method used at the Pani Gold Mine is open-pit mining, which exploits mineral
deposits near the surface. Generally, open-pit mining operations begin with drilling and
blasting, followed by overburden excavation and ore extraction using a combination of
excavators, shovels, hydraulics and rock transportation using dump trucks. Overburden and
transported ore will be placed in locations appropriate to the material type. Due to the nature
of the Pani Gold Mine, mining is being carried out in stages by deepening the pit floor to
access the ore. MGR Group’s mining activities will strictly adhere to the established mine plan
and mining sequence.
In addition to mining stages, production volume achievement can also be affected by planned
and unforeseen events. Planned events include planned repair times for equipment and
facilities and scheduled maintenance times. Operational activities can also be affected by
unforeseen events such as difficulties encountered during drilling and blasting, unusual or
severe weather events, particularly heavy rainfall patterns, or equipment failure. To minimize
these risks, production activities will be scheduled based on weather forecasts, demand for
goods, and inventory levels, with the objective of maintaining cost discipline and operational
continuity during periods of heavy rainfall.
Production volume has the potential to increase along with the discovery of new Mineral
Resources or the increase in Ore Reserves that have economic feasibility as a result of the
MGR Group’s ongoing asset development activities.
Exploration load
One of the MGR Group’s primary strategies is to sustainably optimize its resource potential
by increasing Mineral Resources and Ore Reserves, and extend the life of the Pani Gold Mine.
Certain costs related to exploration activities can be capitalized, deferred, and amortized after
mining operations commence.
As a result, the MGR Group’s operating results may be affected from time to time depending
on the timing of capitalization, amortization or potential impairment of such costs. There can
be no assurance that exploration activities will be successful and that mineral discoveries can
be commercially developed, and therefore, exploration-related costs should be written off.
Key factors that could impact further exploration activities include permitting, mineral
distribution, topography, and infrastructure.
Capital expenditure
The MGR Group is further estimated to require additional funding of approximately US$72
million in real terms between 2026 and 2029 to increase the capacity of the heap leach site,
US$935 million in real terms to commission the CIL project, and the remaining US$379
million in real terms to support the business operation. These are major capital expenditures,
which are planned to be financed through a combination of cash flows from operating and
financing activities. The MGR Group’s ability to obtain the most efficient funding will impact
the MGR Group’s revenue, costs and results of operations.
Changes in government policies and laws
The MGR Group’s business activities are subject to various laws, policies and regulations,
particularly those governing production operations, contract work, exploration, development
and mining activities, taxation and royalties, as well as import and export taxes. Increased
regulations related to precious mineral mining business activities may result in additional time
and costs in complying with all regulations and ultimately impact the economic feasibility of
assets and projects in the MGR Group portfolio. In accordance with applicable laws and
regulations, the Group’s business activities are subject to various obligations including: (i)
land and building tax; (ii) income tax; (iii) Value Added Tax (“ V AT”); (iv) royalties; (v)
corporate social responsibility activities, the management of which is carried out jointly
between the subsidiaries of the Company and the local government; (vi) borrow-to-use forest
area permit; (vii) fixed fees (dead rent); (viii) reclamation and post-mining obligations; and
(ix) export duties in the form of placement of Foreign Exchange Proceeds from Natural
Resource Exports (Devisa Hasil Ekspor Sumber Daya Alam, or “ DHE SDA ”). Although the
current policy of the Indonesian Government towards the domestic mineral mining industry
is generally market-oriented, the Indonesian Government may, from time to time, promulgate
new policies or laws that affect the Company’s mining and processing operations and sales of
its mining products. See “— Export duties and regulation” below.
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Fixed contribution
For each year during the term of the mining permit, the MGR Group must pay the
Government a fixed annual fee calculated at Rp60,000 (US$4) per hectare. The annual fixed
fees for PETS and GSM are approximately Rp6,000,000 (US$358) and Rp874,200,000 (US$51
thousand), respectively.
Government royalties
By engaging in sales activities, the MGR Group is required to pay royalty fees to the
Government based on the type and quantity of minerals produced. These royalty fees must be
deposited directly into the state treasury through e-PNBP, with the provision that they are
fully paid in advance according to the sales plan in the form of provisional billing/invoices
before the mineral mining commodities are on the mode of transportation for the purpose of
mineral sales. On 11 April 2025, the Government issued Government Regulation No. 19/2025
which came into effect on 26 April 2025 and revoked the previous regulation, namely
Government Regulation No. 26/2022. Through Government Regulation No. 19/2025, the
Government set a higher gold royalty rate for the MGR Group’s main commodities, namely
gold and silver. In addition, the subject gold royalty rate of price per troy ounce is determined
progressively based on the Reference Mineral Price (“ HMA ”) set by the Ministry of Energy
and Mineral Resources each period.
HMA price
Subject rate (of
price per troy
ounce)
HMA < US$1,800 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7%
US$1,800 ≤ HMA < US$2,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10%
US$2,000 ≤ HMA < US$2,200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11%
US$2,200 ≤ HMA < US$2,500 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12%
US$2,500 ≤ HMA < US$2,700 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14%
US$2,700 ≤ HMA < US$3,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15%
HMA ≥ US$3,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16%
For silver, a fixed rate of 5% of the price per troy ounce is charged.
Export duties and regulation
If and when we should elect to conduct export sales, based on Government Regulation
No. 8/2025, the MGR Group is required to place all DHE SDA into the DHE SDA Special
Account at 100% and at least 12 months from the placement in the DHE SDA Special
Account. DHE SDA that has been placed into the DHE SDA Special Account can be used for
several things as regulated in Government Regulation No. 8/2025.
On 17 November 2025, the Minister of Finance issued Minister of Finance Regulation No. 80
of 2025 concerning the Determination of Export Goods in the Form of Gold Subject to
Export Duty and Export Duty Rates (“ MOF Reg No. 80/2025 ”), which came into effect on 23
December 2025. MOF Reg No. 80/2025 stipulates that exported goods in the form of gold are
subject to export duty. Export duty rates are applied progressively based on reference price
levels as determined periodically by the Minister of Trade (in coordination with relevant
agencies).
Accordingly, and partly in response to MOF Reg No. 80/2025, we intend to primarily sell our
gold products domestically within Indonesia going forward; any silver by-products of our
mining operations would be sold internationally and would not be subject to export duty.
As advised by our legal adviser as to Indonesian laws, as of the date hereof, the Company has
not conducted any gold export activities, therefore the Group and its products are not yet
subject to export tariffs applicable to gold, nor to the obligation to place export proceeds
(Devisa Hasil Ekspor Sumber Daya Alam/DHE SDA ) in a special account. The applicability of
export-related tariffs, regulatory requirements, and the requirement to deposit export
proceeds in a designated special account pursuant to Government Regulation No. 36 of 2023
on Foreign Exchange Proceeds from Export Activities Derived from Exploitation,
Management, and/or Processing of Natural Resources as amended by Government
Regulation No. 8 of 2025 will only arise upon the commencement of gold export activities.
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Currency exchange rates
Fluctuations in foreign exchange rates, particularly fluctuations in the U.S. Dollar exchange
rate against the Rupiah, may affect the MGR Group’s results of operations. The MGR
Group’s revenues are substantially denominated in Rupiah, while its expenses are
denominated in both U.S. Dollars and Rupiah. Therefore, an appreciation of the Rupiah
against the U.S. Dollar could effectively increase the MGR Group’s expenses without
increasing the MGR Group’s revenues and could result in a decrease in the MGR Group’s
profit after tax in U.S. Dollars. The MGR Group does not currently have a hedging policy
against foreign exchange risk.
Mining and processing costs
As at 31 December 2025, the Company was in the process of preparing the Pani Gold Mine for
commencement of operations in early 2026, with gold production achieved in the first quarter
of 2026. While mining and processing costs are not yet reflected in the Company’s results of
operations during the Track Record Period, such costs will be significant and will be reflected
in the Company’s results of operations going forward and for future periods.
Mining and processing expenses are expected to constitute the largest portion of the MGR
Group’s cost of sales. These expenses reflect direct production costs associated with
overburden removal, ore mining, ore processing, as well as supporting costs directly
attributable to these activities such as energy costs, costs of materials and equipment used,
contractor fees, and shipping and handling services.
Based on the CPR, mining and processing expenses are expected to represent approximately
77% of total operating expenses over the life of mine for both HL and CIL, excluding
royalties. Mining and processing costs are generally influenced by the production volumes and
operational efficiency of the mining and processing facilities, as well as the availability and
productivity of contractors and employees. Increased overburden removal activities and
greater pit depths are expected to contribute to higher mining and processing costs. The MGR
Group’s mining and processing costs are expected to continue to increase in line with the
increase in production levels at the Pani Gold Mine. The MGR Group can leverage MCG’s
proven expertise in mining and processing operations as operations at the Pani Block
gradually increase.
FINANCIAL INFORMATION
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RESULTS OF OPERATIONS
The following table sets forth a summary, for the years indicated, of the Group’s consolidated
results of operations in absolute amounts for the year. The Group’s historical results
presented below are not indicative of the results that may be expected for any future period.
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . 1,394 1,750 132
Cost of Revenue . . . . . . . . . . . . . . . . . . . (936) (1,180) (278)
Gross Profit/(Loss) . . . . . . . . . . . . . . . . . 458 570 (146)
Operating Expense
General and administrative expenses . . . (2,170) (1,019) (9,486)
Loss from Operating . . . . . . . . . . . . . . . . (1,712) (449) (9,632)
Finance income . . . . . . . . . . . . . . . . . . . 188 688 1,209
Finance expenses . . . . . . . . . . . . . . . . . . (8,994) (20,673) (14,724)
Other income/(expense) – net . . . . . . . . . 387 5,500 (2,245)
Loss Before Income Tax . . . . . . . . . . . . . (10,131) (14,934) (25,392)
Income tax benefit/(expense) . . . . . . . . . 3,294 2,234 (2,102)
Loss for the Year . . . . . . . . . . . . . . . . . . . (6,837) (12,700) (27,494)
Other comprehensive (loss)/income that
will be reclassified to profit or loss:
Exchange difference on financial
statements translation . . . . . . . . . . . . . (25) (680) 158
Other comprehensive (loss)/income that
will not be reclassified to profit or loss:
Actuarial (loss)/gain . . . . . . . . . . . . . . . . (8) 81 4
Related income benefit/(tax) . . . . . . . . . . 2 (22) –
Other comprehensive (loss)/income – net . (31) (621) 162
Total Comprehensive Loss for the Year . . . (6,868) (13,321) (27,332)
FINANCIAL INFORMATION
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--- page 250 ---
MAJOR COMPONENTS OF OUR CONSOLIDATED STATEMENTS OF PROFIT OR
LOSS AND OTHER COMPREHENSIVE INCOME
Revenue
As at 31 December 2025, the MGR Group had not yet commenced gold production. The
MGR Group has historically derived all of its revenue from the rental of MMI’s heavy
equipment to PETS and other subsidiaries of MGR, MCG’s subsidiaries BSI and MMS, as
well as MGR’s related parties to support construction and mining preparation activities at the
PETS mine and BSI’s mine operations. MMI also rents heavy equipment to PBT, GSM and
MAP, all of which are fully eliminated in the consolidated financial statements. In connection
with the acquisition of additional shares in PETS in June 2024 which increased the Company’s
effective ownership in PETS from 48.99% to 99.99%, revenue from heavy equipment rentals to
PETS since June 2024 has been fully eliminated in the consolidated financial statements. Such
rental activities are expected to be gradually reduced from 2026 onwards as MMI focuses on
providing operational support to the Pani Gold Mine. Accordingly, mining equipment rental
is not expected to constitute a material portion of our revenue going forward.
The following table presents information regarding the details of revenue and its percentage of
revenue for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Mining equipment
rental . . . . . . . . . . 1,394 100 1,750 100 132 100
Total . . . . . . . . . . . . . 1,394 100 1,750 100 132 100
Cost of revenue
Cost of revenue consists of depreciation and repair and maintenance and other expenses
which arise from heavy equipment rental activities.
The following table presents details of the components of cost of revenue and their percentage
of total cost of revenue for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Depreciation . . . . . . . 336 35.9 206 17.5 27 9.7
Repair and
maintenance and
other expenses . . . . 600 64.1 974 82.5 251 90.3
Total . . . . . . . . . . . . . 936 100 1,180 100 278 100
Depreciation. Depreciation expense arises from the depreciation of heavy equipment.
Repair and maintenance and other expenses. These costs arise from routine maintenance and
repairs of heavy equipment and also include fuel costs (where rental agreement is inclusive of
fuel) and related overhead costs.
FINANCIAL INFORMATION
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Gross profit/(loss)
Gross profit/(loss) is calculated by subtracting cost of revenue from revenue.
The table below presents gross (loss)/profit and its percentage of revenue for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Gross profit/(loss) . . . . . . . . 458 32.9 570 32.6 (146) (110.6)
General and administrative expenses
General and administrative expenses consist primarily of fees and services community
development, salaries and allowance.
The following table presents details of the components of general and administrative
expenses, and their percentage of total general and administrative expenses for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Professional fees and
community development
program. . . . . . . . . . . . . . . 1,525 70.3 656 64.4 8,586 90.5
Salaries and allowances . . . . 406 18.7 119 11.7 245 2.6
Others . . . . . . . . . . . . . . . . . 239 11.0 244 23.9 655 6.9
Total . . . . . . . . . . . . . . . . . . 2,170 100 1,019 100 9,486 100
Professional fees and community development program. Professional fees and community
development program were US$8.6 million in 2025, due primarily to professional fees
incurred in connection with our initial public offering of Shares and IDX listing completed in
September 2025. Historically, professional fees have been paid to MCG for management
consulting services. The community development program portion mainly represents a
commitment by the MGR Group to implement social responsibility programs to support
social and economic development in mining areas.
Salaries and allowances. Salaries and allowances include salaries, bonuses, and allowances for
management and both permanent and temporary employees of the MGR Group.
Others. Other expenses primarily consist of various miscellaneous costs that are individually
insignificant, including insurance costs, employee permit and license costs and costs of
purchasing low-value assets.
Loss from Operating
Operating loss is calculated by subtracting operating expenses from gross profit.
The table below presents operating losses and their percentage of revenue for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Loss from Operating . . . . . . 1,712 122.8 449 25.7 9,632 7,297.0
FINANCIAL INFORMATION
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Finance income
Finance income consists of interest received from cash balances maintained in current
accounts.
Finance expenses
Finance expenses primarily consist of interest on loans, sale and leaseback arrangements and
finance leases.
The following table presents details of the components of finance expenses and their
percentage of total finance expenses for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Interest on related
party borrowings . . 8,520 94.7 18,791 90.9 22,618 153.6
Interest on bank
borrowings . . . . . . – – 112 0.5 1,040 7.1
Interest on sale and
leaseback
arrangements . . . . . 443 4.9 1,536 7.4 1,957 13.3
Interest on lease
liabilities . . . . . . . . 31 0.4 5 0.1 9 0.1
Amortized borrowing
cost . . . . . . . . . . . . – – 229 1.1 1,031 7.0
Accretion interest on
mine rehabilitation
provision . . . . . . . . – – – – 514 3.4
Less: Interest
capitalized . . – – – – (12,445) (84.5)
Total . . . . . . . . . . . . . 8,994 100 20,673 100 14,724 100
Interest on related party borrowings. Interest on related party borrowings consists of interest
arising in connection with loans from MCG. The increase in interest on related party
borrowings in 2024 and 2025 was primarily attributable to the gradual increase in borrowings
obtained from MCG to finance the acquisition of capital goods and support the Group’s
construction-stage activities.
Interest on bank borrowings. Interest on bank borrowings consists of interest arising in
connection with loans from bank loan facilities. The increase in interest on bank borrowings
from 2024 to 2025 was primarily attributable to drawdowns made in 2025 under a significant
new syndicated bank loan facility with a total facility amount of US$350 million.
Interest on sale and leaseback arrangements. Interest on sale and leaseback arrangements
consists of interest arising in connection with heavy equipment acquired under sale and
leaseback arrangements. The increase in interest on sale and leaseback arrangements in 2024,
which continued to increase in 2025, was primarily attributable to the increase from the
additional heavy equipment units acquired to support the Group’s construction activities in
2024 and 2025, as well as the commencement of mining production activities in 2025.
Interest on lease liabilities. Interest on lease liabilities represents interest arising in connection
with office lease contracts.
Amortized borrowing cost. Amortized borrowing cost is the amortization of transaction costs
incurred in connection with bank loan facilities.
Accretion interest on mine rehabilitation provision. Accretion interest represents costs related
to the increase in the carrying amount of the mine rehabilitation provision over time
FINANCIAL INFORMATION
– 243 –


--- page 253 ---
associated with the Asset Retirement Obligation (“ ARO”), which is calculated using the
inflation rate and the IBPA rate. ARO represents the obligation of the MGR Group to restore
mining sites that have been completed and returned to their original condition.
Interest capitalized. Interest capitalized represents interest on loans that is capitalized to
capital expenditures, because the loans are used for construction of plant activities.
Other income/(expenses)
Other income/(expenses) primarily arise from changes in the fair value of equity investments
and gain/loss on foreign currency.
The following table presents details of other income/(expense) components of total other
income/(expense) – net for each year:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
(Gain)/loss on foreign currency – net . . . (56) (266) 1,971
Fair value changes on equity interest . . . – (4,950) –
Excess value in acquisition of a
subsidiary . . . . . . . . . . . . . . . . . . . . . . – (845) –
Other (income)/expenses – net . . . . . . . . (331) 561 274
(387) (5,500) 2,245
(Gain)/loss on foreign currency – net. Losses and gains on foreign currency are primarily
driven by revaluations of cash and banks, receivables and payables denominated in currencies
other than the functional currency of the Company or its subsidiaries. Loss on foreign
currency – net was US$2.0 million in 2025, due primarily to the net proceeds from our initial
public offering of Shares in September 2025 being denominated in Rupiah, while our
reporting currency is U.S. dollars.
Fair value changes on equity interest. Changes in fair value of equity interest represent the
remeasurement fair value gain of PEG’s 49% ownership interest in PETS (a joint venture) of
US$4.9 million.
Excess value in acquisition of a subsidiary. Excess value in acquisition of a subsidiary
represents the and excess value gain of US$0.8 million in connection with the Company’s
direct and indirect acquisition of the remaining 51% interest in PETS on 27 June 2024.
Other income/(expense) – net. Other income/(expense) mainly consist of various costs/other
income not related to the MGR Group’s business activities, the amount of which is
individually insignificant, including shipping costs and bank administration fees, as well as
other income from third parties.
Loss before income tax
Loss before income tax is calculated by subtracting operating loss from the sum of financial
income and finance expenses, plus Other income/(expense) – net.
The table below presents the loss before income tax and its percentage of revenue for each
year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Loss before income
tax . . . . . . . . . . . . . 10,131 726.8 14,934 853.4 25,392 19,236.4
FINANCIAL INFORMATION
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Income tax benefit/(expense)
The MGR Group’s operational activities are subject to income tax calculated at a tax rate of
22% of the estimated taxable profit for the current year in accordance with the prevailing
corporate income tax rate in Indonesia. Specifically for GSM as the holder of the Contract of
Work, the applicable income tax rate is 35% of the estimated taxable profit as stipulated in the
terms of the contract.
The MGR Group also derives income tax benefits in the form of the recognition of deferred
tax arising from temporary differences between commercial and fiscal reporting, as well as the
accumulation of tax losses that can be carried forward for five years from the year of
accumulation. These deferred tax assets provide future economic benefits because they can be
used to reduce income tax expenses in subsequent years. Where the tax losses cannot be used
before they expire or where it is considered they are unlikely to be utilized, such deferred tax
assets are reversed.
Loss for the year
Loss for the year is calculated by subtracting income tax expense or adding income tax benefit
from loss before income tax.
The table below presents the current year loss and its percentage of revenue for each year:
Year ended 31 December
2023 2024 2025
US$’000 % US$’000 % US$’000 %
Loss for the year . . . . 6,837 490.5 12,700 725.7 27,494 20,828.8
Exchange difference on financial statements translation
Exchange difference on financial statements translation recognized in other comprehensive
income/(loss) relates to foreign exchange differences arising from the translation of financial
statements of subsidiaries that use a functional currency other than U.S. dollars.
Actuarial (loss)/gain
Actuarial (loss)/gain recognized in other comprehensive (loss)/income relates to actuarial
gains or losses arising from the remeasurement of defined benefit obligations under employee
benefit plans as a result of experience adjustments and changes in actuarial assumptions.
OPERATING SEGMENTS
Based on the financial information reviewed by the chief operating decision maker, which we
consider to be our Board of Directors, in evaluating the Group’s performance and in
allocating resources, management has determined that the Group operates in a single
operating segment. Although the Group’s operations include mining support services, mining,
and processing activities, these are integrated and managed as one inseparable unit.
The Group operates in a single geographical area, Indonesia. During the years ended 31
December 2023, 2024 and 2025, the Group’s revenue was generated substantially from mining
equipment rental services to customers in Indonesia, and 100% of the Group’s non-current
assets are located in Indonesia.
Revenue from services is recognized using output method based on actual heavy equipment
operating hours incurred during the reporting period. Revenue from services is recognised
over time. Going forward, the Group expects a significant portion of its revenue to be derived
from the sale of gold products.
FINANCIAL INFORMATION
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--- page 255 ---
YEAR-TO-YEAR COMPARISON OF RESULT OF OPERATIONS
Year Ended 31 December 2025 Compared to Year Ended 31 December 2024
Revenue. Revenue decreased by 94.4% to US$0.1 million in 2025 from US$1.8 million in 2024,
because PETS became a subsidiary of the Group on 27 June 2024 and accordingly all of the
rental income earned from PETS in 2025 is eliminated on consolidation.
Cost of revenue. Cost of revenue decreased by 75.0% to US$0.3 million in 2025 from US$1.2
million in 2024.
Depreciation. Depreciation included in cost of revenue decreased by 85.0% to US$0.03 million
in 2025 from US$0.2 million in 2024 due to decrease in heavy equipment rental operating
hours.
Repair and maintenance and other expenses. Repair and maintenance and other costs
decreased by 70.0% to US$0.3 million in 2025 from US$1.0 million in 2024 in line with the
decrease in revenue from mining equipment rental for mining support services to PETS which
has been fully eliminated since June 2024 in the consolidated financial statements.
Gross (loss)/profit. As a result of the foregoing, the Group recorded gross loss of US$0.1
million in 2025, compared to gross profit by US$0.6 million in 2024. Gross profit margin
decreased to (110.6%) in 2025 from 32.6% in 2024.
General and administrative expenses. General and administrative expenses increased by
850.0% to US$9.5 million in 2025 from US$1.0 million in 2024.
Professional fees and community development program. Professional fees and community
development program increased by 1,128.6% to US$8.6 million from 2024, due primarily to
professional fees incurred in connection with our initial public offering completed in
September 2025.
Salaries and allowances. Salaries and allowances increased by 100.0% to US$0.2 million in
2025 from US$0.1 million in 2024, primarily due to an increase in the number of employees.
Others. Others increased by 250% to US$0.7 million in 2025 from US$0.2 million in 2024.
Loss from operating. As a result of the foregoing, loss from operating increased by 2,300.0% to
US$9.6 million in 2025 from US$0.4 million in 2024.
Finance income. Finance income increased by 71.4% to US$1.2 million in 2025 from US$0.7
million in 2024, primarily due to interest earned.
Finance expenses. Finance expenses decreased by 29.0% to US$14.7 million in 2025 from
US$20.7 million in 2024 primarily due to interest capitalized of US$12.4 million. Excluding
the impact of such interest capitalization, the Group’s overall interest from borrowings
increased from 2024 to 2025, mainly due to the increase in borrowings and financing activities
undertaken to support the completion of construction activities and the commencement of
production operations in 2025.
Other (expense)/income – net. The Group recorded other expense – net of US$2.2 million in
2025, compared to other income – net of US$5.5 million in 2024, this was due mainly to the
remeasurement fair value gain of PEG’s 49% ownership in PETS (a joint venture) of US$5.0
million and excess value gain of US$0.8 million in connection with the Company’s direct and
indirect acquisition of the remaining 51% interest in PETS on 27 June 2024, and to a lesser
extent, the loss on foreign currency net of US$2.0 million in 2025 resulting from reporting in
U.S. dollars the Rupiah-denominated net proceeds from our initial public offering in
September 2025.
Loss before income tax. As a result of the foregoing, loss before income tax increased by 70.5%
to US$25.4 million in 2025 from US$14.9 million in 2024.
Income tax expense. The Group recorded income tax expense of US$2.1 million in 2025,
compared to income tax benefit of US$2.2 million in 2024. This was primarily due to the
reversal of deferred tax assets brought forward arising from tax losses.
FINANCIAL INFORMATION
– 246 –


--- page 256 ---
Loss for the year. As a result of the foregoing, loss for the year increased by 116.5% to
US$27.5 million in 2025 from US$12.7 million in 2024.
Other comprehensive income/(loss) – net. The Group recorded other comprehensive income –
net of US$0.2 million in 2025, compared to other comprehensive loss – net of US$0.6 million
in 2024.
Total comprehensive loss for the year. As a result of the foregoing, total comprehensive loss for
the year increased by 105.3% to US$27.3 million in 2025 from US$13.3 million in 2024.
Year Ended 31 December 2024 Compared to Year Ended 31 December 2023
Revenue. Revenue increased by 28.6% to US$1.8 million in 2024 from US$1.4 million in 2023,
due to an increase in revenue from heavy equipment rental to PETS, a joint venture in which
the Group had a 49% interest. On 27 June 2024, the Group acquired the remaining 51%
interest in PETS and accordingly income from rental of heavy equipment after that date has
been eliminated on consolidation.
Cost of revenue. Cost of revenue increased by 33.3% to US$1.2 million in 2024 from US$0.9
million in 2023.
Repair and maintenance and other expenses. Repair and maintenance and other costs increased
by 66.7% to US$1.0 million in 2024 from US$0.6 million in 2023, primarily due to increased
hours of mining equipment rental usage in line with increased construction activity on mining
infrastructure and processing facilities.
Depreciation. Depreciation costs decreased by 33.3% to US$0.2 million in 2024 from US$0.3
million in 2023, primarily due to the elimination of depreciation expense on MMI’s heavy
equipment leased to PETS following the consolidation of PETS into the MGR Group in June
2024.
Gross profit. As a result of the foregoing, gross profit increased by 20.0% to US$0.6 million in
2024 from US$0.5 million in 2023. Gross profit margin decreased to 32.6% in 2024 from 32.9%
in 2023.
General and administrative expenses. General and administrative expenses decreased by 54.5%
to US$1.0 million in 2024 from US$2.2 million in 2023.
Professional fees and community development program. Professional fees and community
development decreased by 53.3% to US$0.7 million from US$1.5 million in 2023.
Salaries and allowances. Salaries and allowances decreased by 75.0% to US$0.1 million in 2024
from US$0.4 million in 2023.
Others. Others increased by 2.1% to US$244 thousand in 2024 from US$239 thousand in 2023.
Loss from operating. As a result of the foregoing, loss from operating decreased by 76.5% to
US$0.4 million in 2024 from US$1.7 million in 2023.
Finance income. Finance income increased by 250.0% to US$0.7 million in 2024 from US$0.2
million in 2023. The increase was primarily attributable to higher interest income earned from
the placement of funds in banks during 2024, as the Group maintained higher cash balances
throughout the period derived from related party borrowings and newly obtained bank loan
facilities.
Finance expenses. Finance expenses increased by 130.0% to US$20.7 million in 2024 from
US$9.0 million in 2023, primarily due to higher loan balances from related party borrowings
which gradually increase from MCG to finance the acquisition of capital goods and support
the Group’s construction-stage activities.
Other income – net. Other income – net increased by 1,275.0% to US$5.5 million in 2024 from
US$0.4 million in 2023, primarily due to the remeasurement fair value gain of PEG’s 49%
ownership in PETS (a joint venture) of US$5.0 million and excess value gain of US$0.8
million in connection with the Company’s acquisition of the remaining 51% interest in PETS
on 27 June 2024.
FINANCIAL INFORMATION
– 247 –


--- page 257 ---
Loss before income tax. As a result of the foregoing, loss before income tax increased by 47.5%
to US$14.9 million in 2024 from US$10.1 million.
Income tax (expense)/benefit. Income tax benefit decreased by 33.3% to US$2.2 million in
2024 from US$3.3 million in 2023.
Loss for the year. As a result of the foregoing, loss for the year increased by 86.8% to US$12.7
million in 2024 from US$6.8 million in 2023.
Other comprehensive income/(loss) – net. Other comprehensive loss – net increased by
1,903.2% to US$621 thousands in 2024 from US$31 thousand in 2023.
Total comprehensive loss for the year. As a result of the foregoing, total comprehensive loss for
the year increased by 92.8% to US$13.3 million in 2024 from US$6.9 million in 2023.
DISCUSSION OF SELECTED ITEMS FROM CONSOLIDATED STATEMENTS OF
FINANCIAL POSITION
Assets
The following table presents the details of our assets as at the dates indicated.
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment . . . . . . . . 69,194 148,724 317,195
Exploration and evaluation assets . . . . . . 175,843 182,258 –
Mining properties . . . . . . . . . . . . . . . . . . – 82,923 305,584
Advances and prepayments – non-current
portion . . . . . . . . . . . . . . . . . . . . . . . . 2,956 13,667 10,628
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . 122 122 –
Trade and other receivables –
non-current portion . . . . . . . . . . . . . . 55,068 19,689 36,076
Deferred tax assets . . . . . . . . . . . . . . . . . 4,385 8,622 7,402
Other non-current assets . . . . . . . . . . . . 1,399 2,271 2,522
Total non-current assets . . . . . . . . . . . . . 308,967 458,276 679,407
CURRENT ASSETS
Inventories . . . . . . . . . . . . . . . . . . . . . . . 610 573 10,515
Trade and other receivables – current
portion . . . . . . . . . . . . . . . . . . . . . . . . 5,128 – 428
Advances and prepayments – current
portion . . . . . . . . . . . . . . . . . . . . . . . . 1,595 3,537 4,980
Cash and banks . . . . . . . . . . . . . . . . . . . 12,351 67,335 45,308
Total current assets . . . . . . . . . . . . . . . . . 19,684 71,445 61,231
TOTAL ASSETS . . . . . . . . . . . . . . . . . . 328,651 529,721 740,638
Position as at 31 December 2025 compared to position as at 31 December 2024
Total assets as at 31 December 2025, increased by 39.8% to US$740.6 million, compared to
US$529.7 million as at 31 December 2024. This increase was primarily attributable to
additions of property, plant and equipment and mining properties in line with the increased
construction activities by PETS, PBT and GSM for mining infrastructure and development of
the processing facility by PBT, to prepare for first gold production in the first quarter of 2026.
FINANCIAL INFORMATION
– 248 –


--- page 258 ---
Position as at 31 December 2024 compared to position as at 31 December 2023
Total assets as at 31 December 2024, increased by 61.1% to US$529.7 million, compared to
US$328.7 million as at 31 December 2023. This increase was primarily due to the addition of
mining properties following the consolidation of PETS into the MGR Group in June 2024, an
increase in cash and cash equivalents from loans from MCG, as well as an increase in property,
plant and equipment.
Property, plant and equipment as at 31 December 2024 increased by 114.9% to US$148.7
million, compared to US$69.2 million as at 31 December 2023, and as at 31 December 2025
further increased by 113.3% to US$317.2 million. The increases throughout the Track Record
Period reflected the Group’s transition to the pre-production stage and were in line with the
significant development and construction activities at the Pani Gold Mine in preparation for
the commencement of first gold production expected in the first quarter of 2026. These
increases were primarily due to (i) mining infrastructure construction activities, including
mine roads and supporting facilities, mine water treatment systems, waste dump facilities, and
land clearing, (ii) processing facility construction activities, comprising the development of
heap leach pads and heap leach ponds, and (iii) construction of other supporting facilities in
the mining area, such as buildings, laboratories, security offices, and operational offices.
The fluctuations in exploration and evaluation assets from US$182.3 million as at 31
December 2024 to nil as at 31 December 2025, and in mining properties from US$82.9 million
as at 31 December 2024 to US$305.6 million as at 31 December 2025, primarily reflected the
Group’s transition at the Pani Gold Mine from the exploration and evaluation stage to the
production stage following the achievement of technical feasibility and the commencement of
commercial operations. As part of this transition, the Group reclassified US$190.5 million of
exploration and evaluation assets to mining properties in 2025. Accordingly, exploration and
evaluation assets decreased to nil as at 31 December 2025, while mining properties increased
significantly, reflecting the substantial development activities undertaken by the Group,
including the commencement of its first mining activities in October 2025.
The Group recorded net current liabilities of US$9.3 million, net current assets of US$15.4
million, and net current liabilities of US$6.5 million as at 31 December 2023, 2024 and 2025,
respectively. The fluctuations between net current liabilities and net current assets as at these
dates reflect the early construction and development stage of the Group and its processing
facilities. Working capital requirements, capital expenditures, and operating expenses
increased significantly between 31 December 2023 and 31 December 2025. In 2025, the Group
entered the ore mining stage, and commenced commercial production in February 2026,
marking an important operational milestone following the completion of the construction
and commissioning stage of the Group’s processing facilities. Alongside the commencement
of commercial production, the Group expects that its operational capacity and cash flows
from operating activities will increase. These increases are expected to improve the Group’s
working capital and return the Group to a net current assets position going forward.
In performing the impairment indicator assessment, the Directors considered both internal
and external sources of information, including the findings and conclusions contained in
various technical and economic assessments prepared by independent competent persons
throughout the Track Record Period, including the CPR prepared by the Competent Person.
Such assessments included, among others, reviews of Mineral Resources and Ore Reserves,
mine development plans, expected operating and capital costs, prevailing and forecast gold
prices and overall project economics. The Directors also considered that (i) the Group
continued to hold valid mining licences throughout the Track Record Period; (ii) there were no
significant adverse changes in the legal, regulatory or operating environment; (iii) the Group
continued to progress its mine development activities and related capital expenditure
substantially in accordance with its development plan; (iv) the Competent Person’s
assessments indicated that the relevant mining projects were economically viable based on the
latest life-of-mine plans and financial projections; and (v) according to CRU, prevailing gold
prices remained favourable and generally increased throughout the Track Record Period from
around an average price of US$1,941/ounce in 2023 to US$2,386/ounce in 2024 and
US$3,431/ounce in 2025, all in nominal terms. As at the Latest Practicable Date, gold was
trading at approximately US$4,300/ounce. Per the CPR, the gold price is one of the most
significant factors affecting the viability of the Group’s operations. The Group’s projected
ASIC over the LOM is approximately US$1,632/oz including royalties and US$794/oz
excluding royalties, leaving significant headroom in the event gold prices do fall. Based on the
above assessments, the Directors are of the view that no impairment indicators existed in
relation to the Group’s non-financial assets.
FINANCIAL INFORMATION
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--- page 259 ---
The Group fluctuated between recording net current liabilities and net current assets during
the Track Record Period due to fluctuations in its underlying balances of current assets and
current liabilities as discussed below.
The balance of current assets as at 31 December 2025 decreased by 14.3% to US$61.2 million,
compared to US$71.4 million as at 31 December 2024. The decrease was primarily
attributable to the utilization of investment funds received from shareholder PT Permata
Alam Kapital amounting to US$125 million in the fourth quarter of 2024, resulting in a
decrease in cash and banks balance. The decrease was partially offset by the receipt of
proceeds from the Group’s initial public offering in Indonesia amounting to approximately
US$283.7 million, of which US$17.4 million remained unutilized as at 31 December 2025, as
well as an increase in inventory amounting to US$9.9 million following the commencement of
the Group’s initial mining activities in October 2025. The increase in inventory reflected the
initial build-up of ore stockpiles in line with the Group’s transition from construction and
development stage into the early operational and production phase.
The balance of current liabilities as at 31 December 2025 increased by 21.1% to US$67.8
million compared to US$56.0 million as at 31 December 2024, primarily due to additional
payables and accrued liabilities arising from continuing equipment purchases during 2025,
including related supporting inventory spare parts and contractor services required for the
Group’s processing activity and first gold production in early 2026.
The balance of current assets as at 31 December 2024 increased by 262.4% to US$71.4 million,
compared to US$19.7 million as at 31 December 2023. The increase was primarily attributable
to the increase in cash and banks arising from the receipt of investment funds from
shareholder of PT Permata Alam Kapital amounting to US$125 million in the fourth quarter
of 2024. As at 31 December 2024, US$48.7 million of such funds had not yet been fully
utilized and that portion was intended to support the Group’s ongoing construction and
development activities, including the construction of mining infrastructure, processing
facilities and other supporting facilities within the mining area. The investment was made as
part of the Group’s effort to commence mining activities and achieve initial production.
The balance of current liabilities as at 31 December 2024 increased by 93.8% to US$56.0
million, compared to US$28.9 million as at 31 December 2023, primarily due to additional
payables and accrued liabilities arising from the Group’s construction and development
activities during 2024. The balance started increasing significantly in 2024 due to the
procurement of new equipment and spare parts as well as contractor services to support
construction and operational readiness for first mining activities by the end of 2025. The
construction activities involved mining infrastructure, processing facilities and other
supporting facilities within the mining area.
The Group recorded net current liabilities of US$9.3 million as at 31 December 2023,
primarily due to trade payables, other payable and accruals as of US$25.6 million, partially
offset by cash and banks of US$12.4 million. The trade payables, other payable and accruals
primarily comprised US$14.1 million in payables for purchases of property, plant and
equipment and mining properties to third parties, and US$8.6 million in borrowings interest
to third parties.
FINANCIAL INFORMATION
– 250 –


--- page 260 ---
Liabilities
The following table presents the details of our liabilities as at the dates indicated.
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
LIABILITIES
CURRENT LIABILITIES
Trade payables, other payable and
accruals . . . . . . . . . . . . . . . . . . . . . . . . 25,586 49,289 57,248
Sale and leaseback arrangement –
current portion . . . . . . . . . . . . . . . . . . 3,339 6,732 9,835
Lease liabilities – current portion . . . . . . 17 19 620
Provision for mining rehabilitation –
current portion . . . . . . . . . . . . . . . . . . – – 26
Total current liabilities . . . . . . . . . . . . . . 28,942 56,040 67,729
Total assets less current liabilities . . . . . . 299,709 473,681 672,909
NON-CURRENT LIABILITIES
Borrowings . . . . . . . . . . . . . . . . . . . . . . . 133,700 177,946 260,404
Sale and leaseback arrangement –
non-current portion . . . . . . . . . . . . . . 10,663 15,609 16,081
Lease liabilities – non-current portion . . 52 39 2,657
Deferred tax liabilities . . . . . . . . . . . . . . – 6,404 6,705
Employment benefits liability . . . . . . . . . 98 645 1,222
Provision for mining rehabilitation – non
current portion . . . . . . . . . . . . . . . . . . – – 4,901
Total non-current liabilities . . . . . . . . . . . 144,513 200,643 291,970
TOTAL LIABILITIES . . . . . . . . . . . . . . 173,455 256,683 359,699
Position as at 31 December 2025 compared to position as at 31 December 2024
Total liabilities as at 31 December 2025, increased by 40.2% to US$360.0 million, compared to
US$256.7 million as at 31 December 2024. This increase was primarily due to increase bank
loan used by the MGR Group to repay loans to MCG.
Borrowings (non-current) as at 31 December 2025 further increased by 46.4% to US$260.4
million, compared to US$177.9 million as at 31 December 2024. This increase was primarily
due to an additional drawdown of a bank loan facility of US$310 million for the Group’s
project financing, partially offset by a loan repayment to MCG of US$174 million and bank
loan facility of US$50 million.
The balance of trade payables, other payables and accruals as at 31 December 2025 increased
by 16.0% to US$57.2 million, compared to US$49.3 million as at 31 December 2024. The
increase was primarily attributable to higher accrued expenses and operational liabilities
incurred to support the Group’s ongoing construction and development activities during the
year. Such increase was mainly due to the accelerated development of mining infrastructure,
processing facility construction, and the construction of other supporting facilities within the
mining area. The acceleration of these activities was carried out as part of management’s
effort to achieve the first mining in 2025 and first gold production in early 2026, which
resulted in increased procurement activities, contractor services and related outstanding
obligations at year end.
FINANCIAL INFORMATION
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--- page 261 ---
Provision for mining rehabilitation increased from nil as at 31 December 2024 to US$4.9
million as at 31 December 2025, primarily due to the commencement of initial mining
activities in late 2025 and the receipt of approval from the Ministry of Energy and Mineral
Resources of the estimated reclamation and post-mining obligations during the period. The
provision represented the estimated costs to be incurred for reclamation and mine closure
activities in accordance with applicable mining and environmental regulations.
Position as at 31 December 2024 compared to position as at 31 December 2023
Total liabilities as at 31 December 2024, increased by 48.0% to US$256.7 million, compared to
US$173.5 million as at 31 December 2023. This increase was primarily due to higher accrued
expenses and borrowings from MCG.
Borrowings (non-current) as at 31 December 2024 increased by 33.1% to US$177.9 million,
compared to US$133.7 million as at 31 December 2023. This increase was primarily due to an
increased loan from MCG for the Group’s project financing, which loan was fully paid at 15
December 2025. Borrowings (non-current) as at 31 December 2025 further increased by 46.4%
to US$260.4 million in 2025 compared to 2024. This increase was primarily due to an
additional drawdown of a bank loan facility of US$310 million for the Group’s project
financing, partially offset by a loan repayment to MCG of US$174 million and bank loan
facility of US$50 million.
The balance of trade payables, other payables and accruals as at 31 December 2024 increased
by 92.6% to US$49.3 million, compared to US$25.6 million as at 31 December 2023. The
increase was primarily attributable to higher accrued expenses and operational liabilities
incurred to support the Group’s ongoing construction and development activities during the
year. Such increase was mainly in line with the growth of the Group’s total assets, particularly
relating to the development of mining infrastructure, processing facility construction, and the
construction of other supporting facilities within the mining area. In particular, the
significant increase in 2024 was mainly driven by the acceleration of construction activities
relating to mining infrastructure, processing facilities and other supporting facilities within
the mining area, in preparation for the Group’s commencement of production activities
starting in late 2025 and ramping up into 2026. This resulted in higher procurement activities,
contractor costs, and related accrued liabilities outstanding at year end. Significant vendors
with outstanding balances include PT Tetrasa Geosindo, a geosynthetic products and
installation service provider, and PT Sangati Soerya Sejahtera, an industrial engineering and
equipment supplier, amounting to US$1.1 million and US$0.3 million, respectively.
Equity
The following table presents the details of our equity as at the dates indicated.
31 December
2023
31 December
2024
31 December
2025
US$’000 US$’000 US$’000
EQUITY
Equity attributable to owners of the
parent entity
Share capital . . . . . . . . . . . . . . . . . . . . . 6,996 138,115 152,891
Additional paid-in capital – net . . . . . . . 168,264 168,264 302,463
Treasury stock . . . . . . . . . . . . . . . . . . . . – – (13,742)
Translation reserve . . . . . . . . . . . . . . . . . 1,255 575 733
Employment benefits reserve . . . . . . . . . . (11) 47 51
Accumulated losses . . . . . . . . . . . . . . . . . (21,307) (34,007) (61,499)
Total equity attributable to owners of the
parent entity . . . . . . . . . . . . . . . . . . . . 155,197 272,994 380,897
Non-controlling interest . . . . . . . . . . . . . (1) 44 42
TOTAL EQUITY . . . . . . . . . . . . . . . . . . 155,196 273,038 380,939
FINANCIAL INFORMATION
– 252 –


--- page 262 ---
Position as at 31 December 2025 compared to position as at 31 December 2024
Total equity as at 31 December 2025, increased by 39.5% to US$380.9 million compared to
total equity as at 31 December 2024, which amounted to US$273.0 million. This increase was
primarily due to the increase in the Company’s share capital in relation to its IPO in
September 2025. This increase was partially offset by treasury buyback shares and an increase
in accumulated losses. As at 31 December 2025, most of our subsidiaries have not yet
commenced commercial operations, so their activities still generate additional operational
costs without a commensurate contribution to revenue.
Position as at 31 December 2024 compared to position as at 31 December 2023
Total equity as at 31 December 2024, increased by 75.9% to US$273.0 million compared to
total equity as at 31 December 2023, which amounted to US$155.2 million. This increase was
primarily due to the increase in the Company’s share capital made in September 2024. This
increase was partially offset by an increase in accumulated losses, reflecting the MGR Group’s
ongoing business development phase. As at 31 December 2023 and 2024, most of our
subsidiaries had not yet commenced commercial operations. Accordingly, while certain
expenditures and cash outflows were capitalized to the capital expenditure, the Group
continued to incur operating and administrative expenses without generating significant
operating revenue.
Additional paid-in capital – net as at 31 December 2025 increased by 79.7% to US$302.5
million, compared to US$168.3 million as at 31 December 2024. This increase was primarily
due to additional paid-in capital of US$268.9 million from our IPO and IDX primary listing
in 2025, partially offset by our buyback of over 1.4 billion shares with a total value of
US$141.4 million added to our treasury stock.
The following table presents the amount and percentage of subsequent settlement of trade
and other receivables, trade payables, other payable and accruals as at 31 December 2025, and
subsequent consumption/sale of inventories as at 31 December 2025.
31 December
2025
Subsequent
settlement
up to Latest
Practicable
Date %
USD’000 USD’000
Trade and other receivables . . . . . . . . . 36,504 2,441 6.7
Our trade receivables turnover days were 56.3 days, 44.8 days and 12.4 days in 2023, 2024 and
2025, respectively. As of the Latest Practicable Date, the average subsequent collection period
for the settled trade and other receivables outstanding as at 31 December 2025 was 68.5 days.
The Group’s trade receivables turnover days decreased from 56.3 days in 2023 to 44.8 days in
2024 and further to 12.4 days in 2025. The decrease was primarily attributable to balance from
related parties being generally settled on a timely basis in the ordinary course of business,
improved collection efficiency and the timing of billings and collections during the respective
periods.
No impairment issue was identified on trade and other receivables. The balance primarily
relates to prepaid taxes for cumulative input V AT totaling US$36.1 million that were incurred
during the Group’s exploration, construction and development phase. Such prepaid V AT can
be realized gradually through an offset by V AT output and/or restitution process. As the
Group commenced commercial sales in March 2026 and is ramping up its production
activities, management expects the balance of prepaid cumulative input V AT to be fully and
gradually recovered in the future. As the balance remains recoverable, no provision for
impairment has been recorded and such provision is considered not necessary.
FINANCIAL INFORMATION
– 253 –


--- page 263 ---
An aging analysis of trade receivables at the end of each Track Record Period based on invoice
dates were as follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
1 – 30 days . . . . . . . . . . . . . . . . . . . . . 430 – 9
Trade receivables aging categorized as a current aging throughout the Track Record Period,
with receivables generally collected within 30 days from the invoice date, indicating that
collection remained on a timely basis. Trade receivables decreased from US$0.4 million as at
31 December 2023 to nil as at 31 December 2024, before slightly increasing to US$0.01 million
as at 31 December 2025, primarily reflecting the timing of billings and collections at the
respective period ends. The movement during the Track Record Period were mainly
attributable to the timing of outstanding billings at the respective period ends.
31 December
2025
Subsequent
settlement
up to Latest
Practicable
Date %
USD’000 USD’000
Trade payables, other payables and
accruals . . . . . . . . . . . . . . . . . . . . . . 57,248 44,853 78.3
Our trade payables turnover days were 626.7 days, 292.2 days and 2,032.4 days in 2023, 2024
and 2025, respectively. As of the Latest Practicable Date, the average subsequent settlement
period for the settled trade payables, other payables and accruals outstanding as at 31
December 2025 was 45.7 days.
The Group’s trade payables turnover days decreased from 626.7 days in 2023 to 292.2 days in
2024, primarily due to the increase in construction, development and operational activities as
the Group progressed from the pre-construction stage into the construction phase, resulting
expenses and purchases from operational vendors during the period, which resulted in a
higher cost base used in the calculation of trade payables turnover days. Trade payables
turnover days subsequently increased significantly to 2,032.4 days in 2025, turnover days are
not reflective of normal operating conditions since as at 31 December 2025 the Group was still
in its pre-production construction and development stage and had not yet commenced
commercial production or ramped up its commercial operations.
Aging analysis of trade payables at the end of each of the Track Record Period based on
invoice dates were as follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
1 – 30 days . . . . . . . . . . . . . . . . . . . . . 43 530 383
31 – 60 days . . . . . . . . . . . . . . . . . . . . 99 1,217 477
61 – 90 days . . . . . . . . . . . . . . . . . . . . – – –
More than 90 days (a) . . . . . . . . . . . . . . – – 489
142 1,747 1,349
(a) Aging over than 90 days mostly represent payables to related parties that will be repaid gradually.
Trade payables increased from US$0.1 million as at 31 Decembe r 2023 to US$1.7 million as at
31 December 2024, primarily due to increased procurement and contractor activities in line
FINANCIAL INFORMATION
– 254 –


--- page 264 ---
with the progression of the Group’s mining development and construction activities. Trade
payables subsequently decreased to US$1.3 million as at 31 December 2025 mainly due to
settlement of outstanding balances during the period. The trade payables during the Track
Record Period were calculated based on invoice date, accordingly, balances aged beyond the
suppliers normal credit term did not necessarily indicate overdue amounts, but primarily
attributable to the timing settlement during the Group’s ongoing mining development,
construction and operational activities. Balances aged within 31 to 60 days primarily reflected
normal supplier credit terms and the timing of invoice settlement in the ordinary course of
business. As at 31 December 2025, payables aged more than 90 days amounted to US$0.5
million, primarily representing balances due to related parties in relation to services rendered,
although such balance exceeded the original credit term, the related parties had not enforced
strict settlement timelines, taking into account funding requirements of the Group.
31 December
2025
Subsequent
consumption/
sale of
inventories
up to Latest
Practicable
Date %
USD’000 USD’000
Inventories
Ore in stockpiles and
goods in process . . . . . . . . . . . . . . 5,601 5,233 93.4
Spareparts and supplies . . . . . . . . . . 4,914 4,914 100.0
Our inventory turnover days were 141.2 days, 183.0 days and 3,602.1 days in 2023, 2024 and
2025, respectively. As of the Latest Practicable Date, the average subsequent
consumption/sale period for inventories outstanding as at 31 December 2025 was 55.6 days.
Inventory turnover is calculated based on spareparts inventory only, excluding ore stockpiles
and goods in process, since as at 31 December 2025 the Group had not yet reached commercial
production and no cost of sales was recognized.
The increase in inventory turnover days from 183.0 days in 2024 to 3,602.1 days in 2025 was
primarily attributable to the substantial increase in spareparts and supplies inventory
maintained to support the Group’s initial mining, construction, commissioning and ramp-up
activities in preparation for commercial gold production commencing in early 2026. As 2025
represented the early stage of mining and production activities and the Group had not yet
commenced commercial sales of gold, there was no cost of sales associated with mining
production recognized during the period. The cost of sales recognized during 2025 only
represented cost of sales related to the Group’s rental activities. In addition, a significant
portion of spare parts and supplies utilized during 2025 was capitalized as part of work in
progress, ore in stockpiles and goods in process rather than recognized as inventory
consumption in cost of sales during 2025, which amounted to US$0.3 million. As a result, the
inventory turnover ratio in 2025 was significantly affected by the relatively low cost of sales
recognized during the period and does not yet fully reflect the Group’s normal operating cycle.
The Group expects the inventory turnover ratio to normalize following the commencement of
commercial sales and the recognition of the related cost of sales in 2026.
Inventories consist of ore in stockpiles, goods in process, spareparts and supplies. The
following table sets out a breakdown of inventories as of the Track Record Period:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Ore in stockpiles . . . . . . . . . . . . . . . . . . . – – 4,633
Goods in process . . . . . . . . . . . . . . . . . . – – 968
Spareparts and supplies . . . . . . . . . . . . . 610 573 4,914
610 573 10,515
FINANCIAL INFORMATION
– 255 –


--- page 265 ---
The Group’s spareparts and supplies inventory levels remained relatively stable from 2023 to
2024 before increasing significantly in 2025 as the Group transitioned into operational
readiness preparations. The increase also due to its commencement of first mining and
crushing activities in October 2025, which resulted the Group recognising ore inventories and
good in process for the first time.
An aging analysis of our inventories at the end of each Track Record Period were as follows:
As of 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Within 1 year . . . . . . . . . . . . . . . . . . . . . 610 484 10,436
1-2 years . . . . . . . . . . . . . . . . . . . . . . . . . – 89 79
2-3 years . . . . . . . . . . . . . . . . . . . . . . . . . – – –
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610 573 10,515
During the Track Record Period, substantially all inventories were classified within the less
than one year category. In 2023 and 2024, inventories primarily represented spareparts and
supplies related to pre-construction and construction activities undertaken in preparation for
operational commencement. The increase in inventories within the less than one year category
in 2025 was mainly attributable to the commencement of mining and crushing activities,
inventory build-up for commissioning and operational readiness activities, as well as
preparations for the first gold production in the first quarter of 2026.
Our trade payable turnover days and inventory turnover days are not reflective of normal
operating conditions since as at 31 December 2025 the Group was still in its pre-production
construction and development stage and had not yet commenced commercial production or
ramped up its commercial operations. During the Track Record Period, the Group increased
inventory levels to support the ramp-up to production and ensured sufficient materials were
available for initial operations. Accordingly, our inventory turnover days were higher than
those of companies that have already ramped up, stabilized and normalized their commercial
operations.
As a result, inventory days appear above normal operating level and trade payables days are
extended. These ratios are expected to normalize once the Group ramped up its commercial
operations, inventory usage and payment cycles become more aligned with normal
operational levels.
Provision for inventories is determined based on management’s assessment of inventory
condition, aging, expected future utilization and estimated net realizable value, where
applicable. Net realizable value assessment is primarily relevant to ore stockpiles, goods in
process and finished goods, while inventories held for operational support are reviewed
periodically for obsolescence and slow-moving indicators.
As at 31 December 2025, management was not aware of any issue relating to the recoverability
or utilization of the Group’s inventories. The inventories were primarily procured to support
the commencement and ramp-up of commercial operations in 2026; accordingly, management
considers the inventories to remain usable and recoverable in the ordinary course of business.
Ore stockpiles and goods in process are assessed based on their estimated net realizable value,
which reflected then-current market conditions. No provision adjustment was required based
on the above assessment.
As at 31 December 2025, subsequent consumption and sales of inventories remained relatively
limited as ore stockpiles and goods in process still required further processing before
becoming saleable products. The Group commenced sales in March 2026 as part of the start of
its commercial operations. In addition, spare parts inventories are expected to be utilized
more extensively as commercial operations are further ramped up. Accordingly, management
does not consider low level of subsequent consumption and sales to indicate any material
issue relating to the recoverability of inventories, and no provision was considered necessary.
FINANCIAL INFORMATION
– 256 –


--- page 266 ---
LIQUIDITY AND CAPITAL RESOURCES
The MGR Group’s primary liquidity needs are to finance exploration activities, develop
mining infrastructure and processing facilities, fund working capital, and maintain cash
reserves. The MGR Group’s primary sources of liquidity have historically come from capital
injections and borrowings. As at 31 December 2025, the MGR Group had internal liquidity
sources in the form of cash and cash equivalents of US$45.3 million.
If, in the future, the MGR Group’s liquidity is insufficient to meet its working capital and
capital expenditure requirements, the MGR Group will seek to obtain additional borrowings
and/or new credit facilities or funding through the capital markets. The MGR Group’s ability
to obtain adequate funding to meet its capital expenditure requirements, contractual
obligations, and to repay principal and interest may be constrained by the MGR Group’s
financial condition and operating results, as well as domestic financial market and operating
liquidity conditions. The Company cannot guarantee that the MGR Group will be successful
in obtaining funding on acceptable terms.
As the MGR Group is currently in its development phase, it has negative operating and
investing cash flows, while financing cash flows are positive. This is due to the limited revenue
generated by the MGR Group from mining equipment rentals and the high capital
expenditure required to complete the construction of mining infrastructure and processing
facilities. To finance these operating and investment activities, the MGR Group primarily uses
funding from new share issuances, related party loans, and bank loans.
The MGR Group’s liquidity could be materially impaired if third-party processing and
refining activities are disrupted. The MGR Group will collaborate with third parties to
perform processing and refining activities, but there is no guarantee that doré processing will
always be completed within the agreed timeframe.
As at the Latest Practicable Date, there are no restrictions on the ability of the Company’s
subsidiaries to transfer funds to the Company that could impact the Company’s ability to
meet its cash payment obligations.
FINANCIAL INFORMATION
– 257 –


--- page 267 ---
The following table presents a summary of our cash flows for the years indicated.
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
CASH FLOWS FROM OPERATING
ACTIVITIES
Loss before tax . . . . . . . . . . . . . . . . . . . . . . . (10,131) (14,934) (25,392)
Adjustments for:
Depreciation of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . 352 235 56
(Gain)/loss on foreign currency . . . . . . . . . (56) (266) 1,971
Fair value change
on equity interest . . . . . . . . . . . . . . . . . . – (4,950) –
Excess value in acquisition of subsidiaries – (845) –
Employee benefit expense . . . . . . . . . . . . . 3 4 6
Impairment of goodwill . . . . . . . . . . . . . . – – 122
Finance income . . . . . . . . . . . . . . . . . . . . . (188) (688) (1,209)
Finance expense. . . . . . . . . . . . . . . . . . . . . 8,994 20,673 14,724
Operating cash flow before working capital
change . . . . . . . . . . . . . . . . . . . . . . . . . . (1,026) (771) (9,722)
(Increase)/decrease in inventories . . . . . . . (496) 46 (8,508)
Increase in trade and other receivables . . . (6,849) (1,096) (18,127)
Increase in advances and prepayments . . . (1,464) (1,942) (1,442)
Decrease/(increase) in other non-current
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 (872) (251)
(Decrease)/increase in trade payables,
other payable and accruals . . . . . . . . . . . (6,911) (2,334) 15,279
Increase in employee benefit liabilities . . . . 64 262 575
Cash used in operations . . . . . . . . . . . . . . . . . (16,677) (6,707) (22,196)
Finance income . . . . . . . . . . . . . . . . . . . . . . . 188 688 1,209
Income taxes paid . . . . . . . . . . . . . . . . . . . . – (262) (727)
Net cash flows used in operating activities . . . (16,489) (6,281) (21,714)
CASH FLOWS FROM INVESTING
ACTIVITIES
Addition of exploration and evaluation
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,011) (3,576) (4,850)
Addition of mining properties . . . . . . . . . . . – (3,474) (25,590)
Acquisition of property, plant and
equipment . . . . . . . . . . . . . . . . . . . . . . . . . (39,402) (90,928) (152,121)
Consideration paid for acquisition of a
subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . – (8,061) –
Borrowing to a related party . . . . . . . . . . . . (27,284) – –
Net cash flows used in investing activities . . . (84,697) (106,039) (182,561)
FINANCIAL INFORMATION
– 258 –


--- page 268 ---
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from borrowing from a related
party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,200 140,656 261,250
Repayment of borrowing from a related
party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – (100,606) (435,000)
Proceeds from issuance of shares . . . . . . . . . – 131,119 283,691
Share issuance cost . . . . . . . . . . . . . . . . . . . . – – (7,058)
Consideration paid for treasury stock . . . . . – – (141,400)
Proceeds from sale and leaseback
arrangement . . . . . . . . . . . . . . . . . . . . . . . 9,541 12,989 12,174
Payment of sale and leaseback arrangement . (653) (4,713) (8,599)
Payment of interest for sale and leaseback
arrangement . . . . . . . . . . . . . . . . . . . . . . . (443) (1,536) (1,957)
Payment of principal portion lease liabilities (498) (11) (15)
Payment of interest portion of lease
liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . (31) (5) (9)
Proceeds from bank borrowing . . . . . . . . . . . – 5,000 310,000
Payment of bank borrowing . . . . . . . . . . . . . – – (50,000)
Payment of borrowing cost . . . . . . . . . . . . . – (804) (4,823)
Payment of interest on a related party
borrowing . . . . . . . . . . . . . . . . . . . . . . . . . (135) (13,994) (35,126)
Payment of interest on bank borrowing . . . . – (112) (1,038)
Net cash flows from financing activities . . . . . 107,981 167,983 182,090
NET INCREASE/(DECREASE) IN CASH
AND BANKS . . . . . . . . . . . . . . . . . . . . . . 6,795 55,663 (22,185)
CASH AND BANKS AT BEGINNING OF
THE YEAR . . . . . . . . . . . . . . . . . . . . . . . 5,582 12,351 67,335
Effect of foreign exchange translation on
cash and banks . . . . . . . . . . . . . . . . . . . . . (26) (679) 158
CASH AND BANKS AT END OF THE
YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,351 67,335 45,308
Cash flow from operating activities
In 2025, MGR Group’s net cash flow used in operating activities increased by 244.4% to
US$21.7 million from US$6.3 million in 2024. The increase was primarily due to an increase in
operational costs related to exploration activities as well as the development of mining
infrastructure and processing facilities. The Company expects the Group will improve its net
operating cash outflow position in 2026 once the Pani Block has ramped up to full operation.
In 2024, MGR Group’s net cash flow used in operating activities decreased by 61.8% to
US$6.3 million from US$16.5 million in 2023. The decrease was primarily due to an increase
operational costs related to PETS and GSM exploration activities during 2024.
Net cash flow used for investing activities
In 2025, the MGR Group’s net cash flow used in investing activities increased by 72.2% to
US$182.6 million from US$106.0 million, primarily due to higher additions of property, plant
and equipment at PBT, MAP, GSM, and PETS.
In 2024, the MGR Group’s net cash flow used in investing activities increased by 25.1% to
US$106.0 million from US$84.7 million, primarily due to increased acquisitions of property,
plant and equipment at PBT and GSM. The Company, through PEG, also provided a loan to
PETS in 2023 to fund PETS’ capital expenditure and working capital needs during the period
prior to PETS’s consolidation into the MGR Group in June 2024.
FINANCIAL INFORMATION
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Net cash flow from financing activities
In 2025, MGR Group’s net cash flow provided by financing activities increased by 8.4% to
US$182.1 million from US$168.0 million in 2024, primarily due to proceeds from the IPO and
bank borrowings, partially offset by repayments of loans to related parties and treasury share
buyback.
In 2024, MGR Group’s net cash flow provided by financing activities increased by 55.6% to
US$168.0 million from US$108.0 million in 2023, primarily due to proceeds from the issuance
of common shares and loans from related parties, partially offset by payments on loans to
related parties.
Working Capital Sufficiency
The Directors and Commissioners are of the opinion that, taking into consideration the
financial resources presently available to us, including cash generated from operating
activities and available undrawn loan facilities, we have sufficient working capital required for
125% of our present requirements for at least the next 12 months from the date of this
Prospectus.
CAPITAL EXPENDITURES
The MGR Group continues to develop and construct mining infrastructure around the Pani
Gold Mine. The development plan includes the construction of mining infrastructure such as
mining roads and their supporting facilities, mine water treatment, waste dump facilities, land
clearing, processing infrastructure such as processing facilities, construction of heap-leach
pads and heap-leach ponds, and the construction of supporting facilities in other mining
areas such as warehouses, laboratories, security offices, and operational offices. All such costs
are capitalized and recorded as construction in progress, exploration and evaluation, and
mining properties.
The following table presents details of historical capital expenditures for each period:
Year ended 31 December
2023 2024 2025
US$’000 US$’000 US$’000
Construction in progress . . . . . . . . . . . . 33,964 66,798 163,157
Exploration and evaluation assets (1) . . . . 21,440 6,415 8,218
Mining properties (2) . . . . . . . . . . . . . . . . – 82,923 32,990
Others (3) . . . . . . . . . . . . . . . . . . . . . . . . . 15,749 16,189 11,976
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71,153 172,325 216,341
Notes:
(1) Exploration and evaluation assets are capitalized costs consisting of compensation land costs, consultant
fees, drilling, salaries and benefits, permits and licenses and other costs related to the MGR Group’s mineral
resource mining activities. When technical and commercial feasibility of mining of Mineral Resources are
demonstrable, exploration and evaluation assets are reclassified as “mining under development” at “mining
properties” account.
(2) Mining properties are capitalized costs consisting of compensation land costs, consultant fees, drilling,
salaries and benefits, permits and licenses and other costs related to the MGR Group’s mineral resource
mining activities before the production stage, including the results of the acquisition of subsidiaries.
(3) Others include land, buildings, office equipment, factories, machinery, equipment, vehicles and heavy
equipment.
Mining properties increased from nil in 2023 to US$82.9 milli
 on in 2024, due primarily to the
fair value of mining properties of US$79.0 million that we acquired as part of our acquisition
of PETS.
FINANCIAL INFORMATION
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Capital expenditure plan
The MGR Group expects capital expenditure of approximately US$306 million for 2026, the
majority of which will be used on the construction of CIL facilities.
As at 30 April 2026, the Group had secured an additional US$150 million bank financing
facility, which is expected to be utilized, among others, to support the Group’s capital
expenditure requirements. The Group’s estimated remaining capital expenditure for the
remaining mine life of approximately US$1,738 million is expected to be funded through a
combination of: (i) operating cash flows generated from the Group’s mining operations; and
(ii) external financing sources, including existing and future bank loan facilities and/or
potential public bond issuances.
Actual capital expenditures may vary from the planned amounts due to various factors,
including, among other things, changes in contractor fees, evolving project requirements, and
the Company and/or its Subsidiaries’ ability to secure external funding to support the planned
capital expenditures.
INTEREST RATES ON LOANS
Interest rate fluctuations
MGR Group’s interest rate risk arises primarily from borrowings. Loans issued at floating
interest rates expose MGR Group to cash flow interest rate risk.
The Company’s policy is to manage cash flow risk from interest rates by financing loans at
lower interest rates.
On 31 December 2025, if interest rate on borrowing had been 10 basis points higher/lower
with all other variables held constant, loss for the year would have been higher/lower US$0.3
million (31 December 2024 and 2023: US$0.2 million and US$0.1 million).
INDEBTEDNESS
The following table sets forth the breakdown of our indebtedness as of the dates indicated:
As of 31 December
As of
30 April
2023 2024 2025 2026
US$’000 US$’000 US$’000 US$’000
Current
Lease liabilities . . . . . . . . . . . 17 19 620 1,344
Sale and leaseback
arrangement . . . . . . . . . . . . 3,339 6,732 9,835 13,321
Bank borrowings
US$150 million syndicated
revolving credit facility . . . . – – – 18,868
Subtotal . . . . . . . . . . . . . . . . . 3,356 6,751 10,455 33,533
FINANCIAL INFORMATION
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As of 31 December
As of
30 April
2023 2024 2025 2026
US$’000 US$’000 US$’000 US$’000
Non-current
Lease liabilities . . . . . . . . . . . 52 39 2,657 4,125
Sale and leaseback
arrangement . . . . . . . . . . . . 10,663 15,609 16,081 22,861
Bank borrowings. . . . . . . . . . .
US$50 million syndicated
revolving credit facility . . . . – 4,196 – –
US$350 million syndicated
revolving credit facility . . . . – – 260,404 325,563
Other borrowings . . . . . . . . . .
Loans payable to MCG . . . . . 133,700 173,750 – –
Subtotal . . . . . . . . . . . . . . . . . 144,415 193,594 279,142 352,549
Total . . . . . . . . . . . . . . . . . . . 147,771 200,345 289,597 386,082
As at 30 April 2026, being the indebtedness date for the purpose of the indebtedness
statement, our indebtedness included: (i) borrowings of US$344.4 million; (ii) sale and
leaseback arrangement of US$36.2 million and (iii) lease liabilities of US$5.5 million.
As at 31 December 2025, our indebtedness included: (i) borrowings of US$260.4 million; (ii)
sale and leaseback arrangement of US$25.9 million; and (iii) lease liabilities of US$3.3
million.
As at 31 December 2024, our indebtedness included: (i) borrowings of US$177.9 million; (ii)
sale and leaseback arrangement of US$22.3 million; and (iii) lease liabilities of US$0.06
million.
As at 31 December 2023, our indebtedness included: (i) borrowings of US$133.7 million; (ii)
sale and leaseback arrangement of US$14.0 million; and (iii) lease liabilities of US$0.07
million.
Borrowings
We had borrowings of US$133.7 million as at 31 December 2023, US$177.9 million as at 31
December 2024, US$260.4 million as at 31 December 2025, and US$344.4 million as at 30
April 2026, being the indebtedness date for the purpose of the indebtedness statement.
31
December
2023
31
December
2024
31
December
2025
30 April
2026
US$’000 US$’000 US$’000 US$’000
Other borrowings
Loans payable to MCG . . . . . 133,700 173,750 – –
Bank borrowings
US$150 million syndicated
revolving credit facility . . . . – – – 18,868
US$50 million syndicated
revolving credit facility . . . . – 4,196 – –
US$350 million syndicated
revolving credit facility. . . . – – 260,404 325,563
133,700 177,946 260,404 344,431
FINANCIAL INFORMATION
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--- page 272 ---
Loans payable to MCG refers to unsecured loans from MCG that were repayable on 8 April
2027 and 20 December 2028 (or such later date as may be determined in accordance with the
senior facility agreement), and bearing interest at a rate of 3-month London Interbank
Offered Rate (“ LIBOR ”) plus 5.50% margin per annum, as subsequently amended to 3-month
Term SOFR plus a 5.76% margin per annum. The Company fully repaid such loans payable to
MCG using proceeds from the Company’s IPO in September 2025.
Bank borrowings refer to (i) a secured syndicated loan pursuant to a syndicated revolving
credit facility entered into by the Company on 13 September 2024, maturing on 13 March
2026, (ii) a syndicated revolving facility entered into by PBT, GSM and PETS on 4 December
2025, maturing on 5 December 2030, and (iii) a syndicated revolving credit facility entered
into by the Company on 10 April 2026, maturing on 10 April 2027.
On 13 September 2024, the Company entered into a syndicated revolving credit facility, with a
facility limit of US$50 million. The final maturity date of this facility agreement is 13 March
2026. This facility bears interest at a compounded cumulative reference rate based on the
Secured Overnight Financing Rate (“ SOFR ”) plus a 3% margin per annum, with an interest
period of one month, three months, or any other period as agreed between the agent of the
borrowers, the facility agent, and all lenders. This facility is secured by pledges over certain
shares in the Company and its subsidiaries, as well as pledges over bank accounts, including
certain of such shares held by MCG. The facility was drawn down in the amount of US$50
million in 2025 and also fully repaid in 2025.
On 4 December 2025, PBT, GSM, and PETS entered into a syndicated revolving credit facility,
with a facility limit of US$350 million. The final maturity date of this facility agreement is 5
December 2030. This facility bears interest at a compounded cumulative reference rate based
on the SOFR plus a 3.00%-3.20% margin per annum, with an interest period of one month,
three months, or any other period as agreed between the agent of the borrowers, the facility
agent, and all lenders. This facility is secured by pledges over certain shares in the Company’s
subsidiaries, as well as pledges over the bank accounts of the subsidiaries. Under the terms of
this facility, PBT, GSM and PETS are subject to a financial covenant whereby the borrowers
shall ensure the ratio of consolidated net debt to EBIDTA is less than 5:1. However, the
relevant financial covenant testing under such facility agreement will only commence in 2028.
Accordingly, such covenants were not applicable during the Track Record Period and up to
the Latest Practicable Date. A portion of drawdowns made under this facility were utilized to
partially repay outstanding shareholder loans and accrued interest in the amount of US$236.6
million, which loans were used to fund capital expenditures relating to the heap-leach
processing plant before it entered production.
On 10 April 2026, the Company entered into a single currency revolving credit facility, with a
facility limit of US$150 million. The final maturity date of this facility agreement is 10 April
2027, subject to an option to extend the agreement. This facility bears interest at a
compounded cumulative reference rate based on the SOFR plus a 2% margin per annum, with
an interest period of one day. No security is provided in connection with this facility
agreement. Under the terms of this facility, the Company is subject to certain negative
covenants, including (i) a negative pledge not to create any security over any of its assets,
subject to certain exceptions, and (ii) a covenant not to dispose of any assets, subject to
certain exceptions.
Except as disclosed above as to the pledges securing the syndicated revolving credit facility
with a limit of US$50 million, and the pledges securing and covenant under the syndicated
revolving credit facility with a limit of US$350 million, the Group is not subject to any other
banking covenants, undertakings, guarantees, pledges or contingent obligations relating to its
indebtedness. As at the Latest Practicable Date, the Group confirms that it has complied with
all applicable covenants under its outstanding debt facilities throughout the Track Record
Period and up to the Latest Practicable Date, and no breach, default, waiver request, remedial
action or enforcement action has arisen in connection therewith.
We had committed and unutilised banking facilities in the amounts of (i) US$20 million under
the US$350 million syndicated revolving credit facility, and (ii) US$130 million under the
US$150 million syndicated revolving credit facility, as at 30 April 2026.
FINANCIAL INFORMATION
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The following table sets forth our borrowings scheduled to be repaid:
31 December 30 April
20262023 2024 2025
USD’000 USD’000 USD’000 USD’000
Bank borrowings repayable:
On demand or within one year – – – 18,868
More than one year, but not
exceeding two years . . . . . . – 4,196 – –
More than two years, but not
exceeding five years . . . . . . – – 260,404 325,563
– 4,196 260,404 344,431
Other borrowings repayable:
On demand or within one year – – – –
More than one year, but not
exceeding two years . . . . . . – – – –
More than two years, but not
exceeding five years . . . . . . 133,700 173,750 – –
133,700 177,946 260,404 344,431
Our borrowings increased from US$260.4 million as at 31 December 2025 to US$344.4 million
as at 30 April 2026.
Sale and leaseback arrangement
31
December
2023
31
December
2024
31
December
2025
30 April
2026
US$’000 US$’000 US$’000 US$’000
Sale and leaseback
arrangement
Current portion . . . . . . . . . . . 3,339 6,732 9,835 13,321
Non-current portion . . . . . . . 10,663 15,609 16,081 22,861
14,002 22,341 25,916 36,182
Our sale and leaseback arrangement (current and non-current portions) increased by 59.3% to
US$22.3 million as at 31 December 2024 from US$14.0 million as at 31 December 2023. This
increase was primarily due to MMI’s sale and leaseback arrangements for the acquisition of
heavy equipment, which were entered into to support construction and operational activities
at the Pani Gold Mine, enabling the Company to efficiently develop mining infrastructure and
processing facilities. Our sale and leaseback liabilities were US$25.9 million as at 31
December 2025. Our sale and leaseback liabilities were US$36.2 million as at 30 April 2026.
FINANCIAL INFORMATION
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--- page 274 ---
The maturity analysis of the amount due under sale and leaseback arrangement are as follows:
31 December 30 April
20262023 2024 2025
USD’000 USD’000 USD’000 USD’000
Within one year . . . . . . . . . . . 3,339 6,732 9,835 13,321
More than one year, but not
exceeding two years . . . . . . 4,317 8,044 9,773 11,852
More than two years, but not
exceeding five years . . . . . . 6,346 7,565 6,308 11,009
Total . . . . . . . . . . . . . . . . . . . 14,002 22,341 25,916 36,182
Lease liabilities
The following table sets forth the contractual cash flow of our lease liabilities as at the dates
indicated:
31
December
2023
31
December
2024
31
December
2025
30 April
2026
US$’000 US$’000 US$’000 US$’000
Within one year . . . . . . . . . . . 23 22 919 1,680
More than one year, but not
exceeding two years . . . . . . 22 23 919 1,659
More than two years, but not
exceeding five years . . . . . . 42 19 1,841 2,872
Total . . . . . . . . . . . . . . . . . . . 87 64 3,679 6,211
Contingent Liabilities
As at 31 December 2023, 2024 and 2025 and 30 April 2026, we did not have any material
contingent liabilities.
Indebtedness Statement
As at 30 April 2026, being the latest practicable date for the purpose of the indebtedness
statement, except as otherwise disclosed in “— Borrowings” and “— Contingent Liabilities”,
we did not have any outstanding mortgages, charges, debentures, other issued debt capital and
debt securities, bank overdrafts, borrowings, hire purchase commitments, liabilities under
acceptance or other similar indebtedness, any guarantees or other material contingent
liabilities.
Our Directors and Commissioners confirm that, from 30 April 2026 up to the Latest
Practicable Date, there has not been any material change in our indebtedness.
During the Track Record Period and up to the Latest Practicable Date, we have not
experienced any difficulties in obtaining additional debt and equity financing when needed.
Our Directors and Commissioners do not foresee any potential difficulty in obtaining bank
facilities should the need arise. If the MGR Group’s liquidity is insufficient to meet its
working capital and capital expenditure needs, the MGR Group intends to seek additional
funding through new loans and/or credit facilities or financing through the capital markets.
However, the MGR Group’s ability to obtain such funding, including new loan facilities, to
meet its capital expenditure needs, contractual obligations, and repay debt and interest may be
affected by its financial condition and results of operations, as well as prevailing conditions in
the domestic financial markets.
FINANCIAL INFORMATION
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--- page 275 ---
KEY FINANCIAL RATIOS
The following table sets forth our key financial ratios as at and for the years indicated:
As at and for the year ended 31 December
2023 2024 2025
Rates of return
Return on assets (1) (%) . . . . . . . . . . . . . . (2.1) (3.0) (4.3)
Return on equity (2) (%) . . . . . . . . . . . . . . (4.3) (5.9) (8.4)
Liquidity ratios
Current ratio (3) (times) . . . . . . . . . . . . . . 0.68 1.27 0.90
Quick ratio (4) (times) . . . . . . . . . . . . . . . 0.66 1.26 0.75
Gearing ratio (5) (times) . . . . . . . . . . . . . . 0.95 0.73 0.76
Profit/(loss) margin
Gross (loss)/profit margin (6) (%) . . . . . . . 32.9 32.6 (110.6)
Net loss margin (7) (%) . . . . . . . . . . . . . . . (490.5) (725.7) (20,828.8)
Notes:
(1) Return on assets ratio is calculated using the net profit for the year divided by the average of total assets at the
end of the year, multiplied by 100%.
(2) Return on equity ratio is calculated using the net profit attributable to owners of the parent entity for the year
divided by the average of total equity attributable to owners of the parent entity at the end of the year,
multiplied by 100%.
(3) Current ratio is calculated using total current assets divided by total current liabilities.
(4) Quick ratio is calculated using total current assets less inventories divided by total current liabilities.
(5) Gearing ratio is calculated by dividing total debt (which includes current and non-current portions of
interest-bearing bank and other borrowings, sale and leaseback arrangement and lease liabilities) by total
equity.
(6) Gross (loss)/profit margin is calculated based on the gross (loss)/profit for the year divided by the total
revenue for the respective year and multiplied by 100%.
(7) Net profit/(loss) margin is calculated based on the profit/(loss) for the year divided by the total revenue for the
respective year and multiplied by 100%.
NO MATERIAL OFF-BALANCE SHEET ARRANGEMENTS
D
uring the Track Record Period, we did not have any material off-balance sheet
arrangements.
FINANCIAL INFORMATION
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SENSITIVITY ANALYSIS
The following sensitivity analysis at a discount rate of 8% as set forth in the CPR illustrates
the impact of certain key parameters (including gold price, operating expenditure/expenses,
capital expenditure/expenses, head grade, and metallurgical recovery) on the net present
values (NPVs) of the Pani Gold Mine:
Sensitivity of NPV @ 8%; Real Terms
0
2,000
4,000
6,000
8,000
10,000
12,000
-30% -20% -10% 0% 10% 20% 30%
US$ million
Change in inputs
Gold Price Opex Capex Grade Recovery
RELATED PARTY TRANSACTIONS AND BALANCES
In the ordinary course of conducting its business, the Group has entered into certain business
and financial transactions with its related parties. Our Directors and Commissioners are of
the view that the related party transactions set out in Note 32 to the Accountant’s Report in
Appendix I to this Prospectus, were conducted in the ordinary course of our business, on an
arm’s length basis and with normal commercial terms between the relevant parties.
Name of related parties Relationship
1. PETS Joint venture/subsidiary after 27 June 2024.
2. MCG Shareholder of the Company
3. MMS Fellow subsidiary
4. PT Merdeka Indonesia Mandiri (“ MIM ”) Fellow subsidiary
5. PT Bumi Suksesindo (“ BSI ”) Fellow subsidiary
6. PT Merdeka Teknik Servis (“ MTS ”) Fellow subsidiary
7. Key management personnel Board of Commissioners and Directors
FINANCIAL INFORMATION
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--- page 277 ---
Balances with related parties during the Track Record Period were as follows:
Name of
related party Account
Total
31
December
2023
31
December
2024
31
December
2025
US$’000 US$’000 US$’000
1. PETS . . . . . . Revenue 35 1,750 –
Borrowings 45,482 – –
Trade and other receivables 38 – –
2. MCG . . . . . . Borrowings 133,700 173,750 –
Trade and other receivables – – 25
Service cost 1,783 3,661 6,445
Interest expense 8,520 18,791 22,618
Trade payables, other payable and
accruals
8,729 16,109 3,656
3. MMS . . . . . . Revenue – – 132
Service cost 10,185 6,763 17,715
Trade and other receivable – – 52
Trade payables, other payable and
accruals
1,752 1,540 8,997
4. MIM . . . . . . Rental expense 61 6 60
Lease liabilities 69 58 43
5. BSI . . . . . . . . Revenue 1,359 – –
Trade and other receivable 392 – 21
6. MTS . . . . . . . Service cost – – 270
Trade payables, other payable and
accruals
– – 574
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The summary of information about our material accounting and financial reporting policies
are set forth in Note 4 to the Accountant’s Report in Appendix I to this Prospectus.
Significant accounting judgements, estimates and assumptions are set forth in Note 5 to the
Accountant’s Report in Appendix I. Significant accounting judgements, estimates and
assumptions are those that require the management of the Company and its subsidiaries to
exercise judgement in applying Group’s accounting policies that would yield materially
different results if our management applied different assumptions or made different estimates.
Estimates and judgements are continually evaluated and are based on historical experiences
and other factors, including expectations of future events that are believed to be reasonable
under the circumstances. We make estimates and assumptions concerning the future. The
resulting accounting estimates will, by definition, seldom equal the related actual results. The
estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
Income taxes
Group has exposure to income taxes. Significant judgement is involved in determining the
provision for income taxes. There are certain transactions and computations for which the
ultimate tax determination is uncertain during the ordinary course of business.
The Group recognizes liabilities for expected tax issues, if any, based on estimates of whether
additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially
recognized, such differences will impact in the period in which such determination is made.
Useful lives of property, plant and equipment
Changes in the expected level of usage and technological developments could impact the
economic useful lives and the residual values of these assets.
Management estimates the useful lives of property, plant and equipment to be between 4 to 20
years. These are common life expectancies applied in the industry. However, for heavy
FINANCIAL INFORMATION
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--- page 278 ---
equipment, useful lives are estimated based on total estimated operating life (hour meter
basis). Therefore, future depreciation charges could be revised.
Deferred tax assets
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that
taxable profit will be available against which such losses can be utilised. Tax losses in
Indonesia may be carried forward for a maximum of five years.
Management judgement is required in determining the amount of deferred tax assets that can
be recognised, based on the expected timing and level of future taxable profits, together with
future tax planning strategies.
Employment benefits
The costs, assets and liabilities of the Group’s defined benefit plans are determined using
actuarial valuation methods that involve significant estimates and assumptions.
The Group engages independent actuaries to provide advice on the appropriateness of these
assumptions. Changes in the actuarial assumptions may have a material impact on the
Group’s consolidated statements of profit or loss and other comprehensive income, and the
consolidated statements of financial position.
Provision for mining rehabilitation
The Government Regulation No. 78/2010 deals with reclamation and post-mining activities
for both Mining License Permit (IUP) — Exploration and Contract of Work and Production
and the Ministerial Decree of ESDM No. 26/2018 deals with reclamation and post-mining
activities in the mineral and coal mining business.
Restoration, rehabilitation and environmental expenditure to be incurred related to the
remediation of disturbed areas during the production phase are charged to cost of sales when
the obligation arising from the disturbance occurs as extraction progress.
The reclamation of disturbed areas and decommissioning of mining assets and other long
lived assets will be undertaken during several years in the future and precise requirements are
constantly changing to satisfy political, environmental, safety and public expectations. As
such, the timing and amounts of future cash flows required to settle the obligation at each of
the statement of financial position dates are subject to significant uncertainty. Changes in the
expected future costs could have an impact on the Company’s financial statements.
Ore Reserves
Proven and probable Reserves are estimates of the amount of ore that can be economically
and legally exploited from the Group’s mining properties. The Group determines and reports
its Ore Reserves under the principles incorporated in the Code for Reporting of Mineral
Resources and Ore Reserves (the “ JORC Code ”) of the Australasian JORC.
In order to estimate Ore Reserves, assumptions are required about a range of geological,
technical and economic factors, including production quantities, production techniques, strip
ratio, production costs, transportation costs, demand and prices of gold and exchange rates.
Estimating the quantity and/or gold content of Ore Reserves requires the size, shape and
depth of orebodies to be determined by analysing geological data such as drilling samples.
This process may require complex and difficult geological judgements to interpret the data.
Because the economic assumptions used to estimate Reserves change from period to period
and because additional geological data is generated during the course of operations, estimates
of Reserves may change from period to period. Changes in the reported Reserves may affect
the Group’s financial results and financial position in a number of ways, including the
following:
a. Assets carrying values may be affected due to changes in the estimated future cash
flows.
b. Depreciation, depletion and amortisation charged to profit or loss may change where
such charges are determined on the units-of-production basis, or where the useful
economic lives of assets change.
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c. Decommissioning, site restoration and environmental provisions may change where
changes in estimated Reserves affect expectations about the timing or cost of these
activities.
The carrying value of deferred tax assets/liabilities may change due to changes in estimates of
the likely recovery of the tax benefits.
Impairment Assessment
Impairment Assessment of Goodwill
Prior to September 2025, the Group was part of the MCG Group. Management has indicated
goodwill impairment testing was done at MCG Group level, which had goodwill of
USD358M. However, as the goodwill of PEG was only USD122K, no goodwill impairment
testing was done specifically on PEG’s goodwill as it was clearly immaterial to both MCG
(and MGR). The Accountants’ Report does set out the history of how goodwill in PEG arose
and why it was considered impaired in 2025.
Impairment Assessment for Non-Financial Assets
The Group is a mining company and up to 31 December 2025, it was in the pre-production
stage. Although the Group was loss-making throughout the Track Record Period, the
Directors consider such losses are common for pre-production mining companies.
Notwithstanding the above, the Directors have made assessments as to whether there were any
impairment indicators relating to the Group’s non-financial assets such as PPE, ROU assets,
exploration and evaluation assets and mining properties at the level which independent cash
inflows are generated throughout the Track Record Period. These assessments were based on
the findings and conclusions reached in various internal and external mining reports prepared
by Competent Persons throughout the Track Record Period. These reports all concluded that
the mining licenses owned by the Group and which underpin the Group’s mining operations
were economically viable. Based on these reports, the Directors are of the view that the
recoverable amount of the relevant assets exceeded their carrying amount.
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to a variety of financial risks including credit risk, liquidity risk, currency risk
and interest rate risk.
Credit risk
Credit risk refers to the risk that the Group’s counterparties default on their contractual
obligations resulting in financial losses to the Group. The Group’s credit risk exposures are
primarily attributable to cash and bank, trade and other receivables and other non-current
assets.
Since counterparties of cash and bank balances are banks with good reputation and high
credit ratings, credit risk arising from these financial instruments is insignificant.
The Group’s other financial assets comprise trade and other receivables, as well as the
non-current assets. The credit risk associated with amounts due from related parties within
trade receivables is considered immaterial, given the positive repayment history. Restricted
time deposits included in other non-current assets are placed with reputable banks with high
credit ratings, credit risk arising from these financial instruments is insignificant.
For other receivables and security deposit in non-current assets, the credit risk arises from
potential defaults by counterparties, with the maximum exposure being equal to the carrying
amounts of these financial instruments. The Group continue to minimize the credit risk by
monitoring on an ongoing basis with the objective that the Group’s exposure to expect credit
loss is not significant.
Group is confident in its ability to control and sustain minimal exposure of credit risk. The
maximum credit risk exposure as at 31 December 2025 is US$48.3 million (31 December 2024:
US$69.6 million and 31 December 2023: US$64.4 million).
FINANCIAL INFORMATION
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Liquidity risk
Liquidity risk is the risk that Group will encounter difficulty in meeting financial obligations
due to shortage of funds.
The Group monitors its liquidity needs by closely monitoring debt servicing payment schedule
for financial liabilities, particularly its cash outflows due to day-to-day operations.
Management also continuously assesses conditions in the financial markets for opportunities
to obtain optimal funding sources.
The maturity profile of the Group’s financial liabilities as at the end of each year is as follows:
31 December 2023
Carrying
amount
Within
one year
One to
two years
Two to
five years
Contractual
cash flows
US$’000 US$’000 US$’000 US$’000 US$’000
Liabilities
Trade payables, other
payable and accruals . . . 25,586 25,586 – – 25,586
Borrowings . . . . . . . . . . . 133,700 8,639 – 133,700 142,539
Sale and leaseback
arrangement . . . . . . . . . 14,002 4,423 4,342 7,735 16,500
Lease liabilities . . . . . . . . 69 23 22 42 87
Total liabilities . . . . . . . . 173,357 38,671 4,364 141,477 184,512
31 December 2024
Carrying
amount
Within
one year
One to
two years
Two to
five years
Contractual
cash flows
US$’000 US$’000 US$’000 US$’000 US$’000
Trade payables, other
payable and accruals . . . 49,289 49,289 – – 49,289
Borrowings . . . . . . . . . . . 177,946 13,430 – 178,750 192,180
Sale and leaseback
arrangement . . . . . . . . . 22,341 8,295 8,025 9,048 25,368
Lease liabilities . . . . . . . . 58 22 23 19 64
Total liabilities . . . . . . . . 249,634 71,036 8,084 187,817 266,901
31 December 2025
Carrying
amount
Within
one year
One to
two years
Two to
five years
Contractual
cash flows
US$’000 US$’000 US$’000 US$’000 US$’000
Trade payables, other
payable and accruals . . . 57,248 57,248 – – 57,248
Borrowings . . . . . . . . . . . 260,404 1,325 – 265,000 266,325
Sale and leaseback
arrangement . . . . . . . . . 25,916 11,435 10,414 6,715 28,564
Lease liabilities . . . . . . . . 3,277 919 919 1,841 3,679
Total liabilities . . . . . . . . 346,845 70,927 11,333 273,556 355,816
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Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate due to changes in foreign currency exchange rates.
The Group manages the currency risk by matching receipts and payments in the same currency
and through regular monitoring related to the exchange rate fluctuation.
31 December
2023
31 December
2024
31 December
2025
Increase/
(decrease) in
percentage
Effect
on profit
before tax
Effect
on profit
before tax
Effect
on profit
before tax
US$’000 US$’000 US$’000
United States Dollar:
Indonesian Rupiah . . . . . . . (5%) 1,465 2,447 3,102
5% (1,465) (2,447) (3,102)
Australian Dollar . . . . . . . . 5% 2 4 5
(5%) (2) (4) (5)
The impact of the above change in exchange rate of U.S. Dollar to other currencies is mainly
the result of change in the value of foreign currencies denominated monetary assets and
liabilities.
Interest rate risk
The Group’s interest rate risk mostly arises from borrowings. Borrowings issued at floating
rates expose the Group to cash flow interest rate risk.
The Group’s policy is to manage its cash flows interest rate risk by refinancing borrowings at
a lower interest rate.
On 31 December 2025, if interest rate on borrowing were 10 basis points higher/lower with all
other variables held constant, loss for the year would have been higher/lower by US$0.3
million (31 December 2024 and 2023: US$0.2 million and US$0.1 million).
DIVIDEND POLICY
The Group has not adopted any formal dividend policy, and the adoption or maintenance of
a formal dividend policy is generally not required under the Indonesian Companies Law. We
currently have no pre-determined dividend payout ratio, and any future payment of dividends
is subject to uncertainties. In accordance with applicable laws and regulations in Indonesia,
particularly the Indonesian Companies Law, dividend payment decisions are subject to the
provisions of the Company’s articles of association and shareholder approval through a GMS
based on the recommendation of the Company’s Board of Directors. Dividend payments may
only be made if the Company has a positive retained earnings balance. The Company’s articles
of association permit the distribution of interim dividends, provided that such distribution
does not result in the Company’s net assets being less than the issued and paid-up capital plus
statutory reserve. The distribution of interim dividends must not interfere with or cause the
Company to be unable to fulfil its obligations to creditors or disrupt the Company’s business
activities. The distribution of interim dividends is determined based on a decision of the
Company’s Board of Directors after obtaining approval from the Company’s Board of
Commissioners. If at the end of the financial year the Company experiences a loss, the interim
dividends that have been distributed must be returned by the shareholders to the Company. If
the shareholders are unable to return the interim dividends, the Company’s Board of
Directors and Board of Commissioners will be jointly and severally liable for the Company’s
losses.
The recommendation, determination of the amount and distribution of dividends will be
proposed by the Board of Directors and approved by the Board of Commissioners at their
discretion and will depend on a number of factors (many of which are beyond the control of
the Company) including but not limited to (i) net profit, results of operations, cash flow,
capital adequacy, capital expenditure requirements and financial condition of the Company
FINANCIAL INFORMATION
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and its Subsidiaries; (ii) the obligation to fulfil the establishment of reserve funds; (iii) the
fulfilment of other financial obligations of the Company and its Subsidiaries; (iv) the
payment of cash dividends by the Subsidiaries; (v) other factors deemed relevant by the
Company, including but not limited to (i) the business development plans of the Company
and/or its Subsidiaries; (ii) the success in implementing business strategies, finances, business
competition and general economic conditions; and (iii) other factors specific to the MGR
group and the MGR Group’s industry.
If a definitive decision has been made to pay a dividend, the dividend will be paid in Rupiah.
Shareholders of the Company will be entitled to receive the full agreed cash dividend on a
specified date, subject to income tax deductions in accordance with applicable regulations.
The Company’s dividend policy is a statement of its current intentions and is not legally
binding as it is subject to changes in the Board of Directors’ policy with the approval of
shareholders at the time of the GMS.
There are no negative covenants that could prevent the Company from distributing dividends
to shareholders.
TREASURY AND INVESTMENT MANAGEMENT POLICY
The Group has a Treasury and Investment Management Policy, which sets forth the Group’s
key policies as follows:
Cash flow forecasting
Our cash flow forecasting policy covers the preparation of cash flow projections, including
key inflows and outflows such as operating cash flows, capital expenditures and debt
servicing, as well as periodic comparison against actual performance, variance analysis and
escalation of material deviations in accordance with defined thresholds.
Financial risk management
Our financial risk management policy addresses exposure to financial risks, including foreign
exchange, interest rate, commodity price (including gold and silver), liquidity and
counterparty risks. This policy governs any use of risk management instruments (such as
foreign exchange spot and forward contracts, cross-currency swaps and commodity-related
arrangements) where supported by underlying exposures and subject to internal approvals
and documentation, as well as commercial considerations, and prevailing laws and regulations
in Indonesia. The Group considers these instruments to be sufficient, and that hedging
strategies are not needed to mitigate its foreign exchange risk. The Group currently does not
enter into forward sales contracts in respect of its gold and silver sales. The policy also covers
ongoing monitoring processes, including valuation, reconciliation and counterparty exposure
monitoring, as well as escalation procedures.
Foreign exchange fluctuation is also managed by matching receipts and payments in the same
currency, thereby reducing net exposure.
With the current gold price environment, the Company believes that its profitability and
operating margins remain competitive. Accordingly, the Company’s primary approach to
managing gold price fluctuation is through operational discipline and continuous cost
optimization initiatives, with the objective of maintaining sufficient margins between
production costs and prevailing gold prices. The Company believes this approach supports
positive operating cash flow generation across most commodity price scenarios.
Investment management
Our investment management policy covers a structured investment process, including
identification of opportunities aligned with strategy, preparation of feasibility studies and
financial models, investment approval, investment agreements, and maintaining supporting
documentation. The policy also includes ongoing monitoring and reporting of investment
performance, with comparison against approved assumptions and escalation of material
deviations.
Borrowing and financing
Our borrowing and financing policy addresses financing activities, including assessment of
funding requirements, securing borrowing, utilisation of facilities through formal drawdown
FINANCIAL INFORMATION
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processes, calculation and repayment of interest and principal in accordance with contractual
terms, maintaining financing documentation, and covenant monitoring.
REPORTING CURRENCY
The Group presents its financial statements in U.S. dollars, which is the functional currency of
the primary operating entities within the Group, as it best reflects the economic substance of
the underlying transactions and events.
The Group’s revenue is largely driven determination of the functional currency which is based
on the primary economic environment in which the Group operates, including the currency
that mainly influences sales prices and costs. The Group’s sales prices are primarily influenced
by global commodity markets, where prices are denominated in U.S. dollars, following with
product pricing to customers is referenced in U.S. dollars. While the Group incurs certain
operating expenditures and capital expenditures in Indonesian Rupiah, a portion of the
Group costs and financing arrangements are also denominated in U.S. dollars. As a result, the
Group’s overall foreign exchange exposure is considered manageable. Accordingly, the Group
does not currently implement formal hedging arrangements, but continues to monitor foreign
exchange movements and manage exposure by aligning U.S. dollar inflows and outflows
where practicable. The Group will continue to assess the need for hedging strategies should
foreign exchange exposure increase materially.
LISTING EXPENSES
Based on the Offer Price for the Global Offering and assuming the Over-allotment Option is
not exercised, our total listing expenses relating to the Global Offering are estimated to be
US$14.9 million, including Stock Exchange Listing fees, underwriting commission fees, legal
and other professional fees and printing and all other expenses related to the Global Offering.
We did not incur any listing expenses relating to the Global Offering during the Track Record
Period. We expect to incur listing expenses of approximately US$14.9 million after 31
December 2025, of which US$5.4 million is expected to be recognized in our consolidated
statement of profit and loss and other comprehensive income in 2026. The balance will be
borne by certain shareholders (the “ Selling Shareholders ”) as explained below.
The Selling Shareholders have elected to sell a portion of their shares once the Company is
listed on the Hong Kong Stock Exchange. The Selling Shareholders have agreed to bear the
listing costs related to the sale of their shares on the Hong Kong Stock Exchange. These costs
include the related underwriting commission, sponsor fees, legal fees, Stock Exchange trading
fees, SFC transaction levy and AFRC transaction levy. The Company estimates these costs to
amount to approximately US$9.5 million.
The listing expenses above are the latest practicable estimate for reference only, and the actual
amount may differ from this estimate.
In addition, certain listing-related services had not yet been rendered, and the corresponding
obligations had not yet arisen at the reporting date. Therefore, the full amount of listing
expenses is not recognised as expenses and liabilities of the Group during the Track Record
Period.
NO MATERIAL ADVERSE CHANGE
After due and careful consideration, our Directors and Commissioners confirm that, up to the
date of this Prospectus, there has not been any material adverse change in our financial or
trading position or prospects since 31 December 2025, and there is no event since 31
December 2025 which would materially affect the information shown in the Accountant’s
Report in Appendix I to this Prospectus.
UNAUDITED PRO FORMA NET TANGIBLE ASSETS
For details, see “Unaudited Pro Forma Financial Information” in Appendix II to this
Prospectus.
FINANCIAL INFORMATION
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CONTROLLING SHAREHOLDERS
Immediately following the Global Offering and without taking into account any Shares that
may be issued or repurchased by the Company from time to time, MCG will hold
9,329,376,465 Shares, representing approximately 63.33% of the issued and paid-up capital of
the Company. Hence, upon the Listing, we will remain a majority-owned subsidiary of MCG
and MCG will be our Controlling Shareholder for the purposes of the Listing Rules. Please
refer to “History and Corporate Structure” for the simplified corporate structure of the
Group.
MCG is an Indonesian mining group founded in 2012 that has been listed on the IDX (ticker:
MDKA) since June 2015. MCG is engaged in gold, silver, copper, and nickel mining, as well as
other related minerals, industrial, and ancillary businesses. Together with the Company and
PT Merdeka Battery Materials Tbk (“ MBM ”), another subsidiary of MCG listed on the IDX
(ticker: MBMA), MCG maintains a track record in developing and operating large-scale,
low-cost mines in Indonesia, including:
• the Tujuh Bukit Mining Site in Banyuwangi, East Java
• the Wetar Copper Mine on Wetar Island, Southwest Maluku
• the Sulawesi Cahaya Mineral (“ SCM ”) Nickel Mine, in Konawe, Southeast Sulawesi
(managed and operated by MBM); and
• the Pani Gold Mine, managed and operated by the Group.
For the year ended 31 December 2025, MCG realized an operating profit of US$143 million
(unaudited and based on management account) and profits before tax of US$29 million
(unaudited). As at 31 December 2025, MCG’s total assets amounted to US$5.7 billion
(unaudited and based on management account), and the total assets of the Group amounted
to approximately 13% of MCG’s total assets.
To the best of the Company’s knowledge and based on the public information disclosed under
the rules of the OJK and IDX as of 31 May 2026, shareholders that hold more than 5% of the
total issued shares of MCG include PT Saratoga Investama Sedaya Tbk (“ SRTG ”)
(approximately 19.37%), PT Mitra Daya Mustika (approximately 11.88% and ultimately
controlled by PT Provident Capital Indonesia (“ PCI ”)), Mr. Garibaldi Thohir (approximately
7.46%) and PT Suwarna Arta Mandiri (approximately 5.46%). PCI and SRTG are among
Indonesia’s most reputable blue-chip investors, in which PCI is ultimately controlled by Mr.
Winato Kartono (who is our Commissioner) and SRTG is ultimately controlled by Mr. Edwin
Soeryadjaya (who is the President Commissioner of MCG). Mr. Garibaldi Thohir is the Vice
President Commissioner of PT AlamTri Resources Indonesia Tbk, which is a company
focusing on metallurgical coal mining, mineral processing, mining services and renewable
energy businesses and listed on the Indonesia Stock Exchange (IDX: ADRO). PT Suwarna
Arta Mandiri is a subsidiary of PT Provident Investasi Bersama Tbk, a listed investment
company controlled by PCI.
INDEPENDENCE OF OUR GROUP FROM OUR CONTROLLING SHAREHOLDERS
Our Directors and Commissioners are of the view that our Group is able to carry out its
business independently from our Controlling Shareholders and their close associates
following the completion of the Global Offering for the following reasons.
Clear Delineation of Business
As described above, MCG is a mining conglomerate that consists of group of entities that
engages in various types of minerals, including gold, silver, copper, and nickel. Among which
the operation, administration and management of the various entities are independently
organized and are categorized by each of the relevant mine, given that under Indonesian laws,
the mining rights and licenses are granted on an area-based basis determined by the relevant
government authority in such area.
The Tujuh Bukit Mining Site
Among its widespread investment in the mining industry, MCG owns and operates the Tujuh
Bukit mining site, which comprises the Tujuh Bukit Copper Project and the Tujuh Bukit Gold
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Mine (the “ Tujuh Bukit Mining Site ”). The Tujuh Bukit Copper Project is one of the world’s
largest pre-production copper projects. The Tujuh Bukit Gold Mine, on the other hand, is
located above the Tujuh Bukit Copper Project. The Tujuh Bukit Gold Mine specializes in gold
and silver production through its wholly-owned subsidiaries PT Bumi Suksesindo (“ BSI ”).
BSI obtained the IUP to operate the Tujuh Bukit Gold Mine in 2012 with mining activities
beginning in 2016 and first gold pour in early 2017. For the year ended 31 December 2025, the
Tujuh Bukit Gold Mine produced approximately 103,156 ounces of gold and 818,196 ounces
of silver and BSI (being the entity that engages in sales) recorded a net revenue (after realised
hedge) of US$327 million and net profit (before tax) of US$65 million.
Notwithstanding the similar nature of the Tujuh Bukit Mining Site and the Pani Gold Mine,
the Company is of the view that the two mines can be delineated on the basis that: (i) the
Tujuh Bukit Mining Site will focus on the Tujuh Bukit Copper Project and the Pani Gold Mine
is a pure-play gold producer; (ii) the gold mine portion of the Tujuh Bukit Mining Site and the
Pani Gold Mine are at different stages of their lifespan; and (iii) they are located in different
geographical location and are subject to different regulations.
Different Focus
While the Tujuh Bukit Mining Site comprises the Tujuh Bukit Copper Project and the Tujuh
Bukit Gold Mine, MCG will focus in developing in the Tujuh Bukit Copper Project with
respect to the Tujuh Bukit Mining Site. The Tujuh Bukit Copper Project is one of the world’s
largest pre-production copper projects. Since 2018, MCG has invested significantly in
assessing the feasibility to advance the project, including a 1,990-metre exploration decline,
resource definition drilling, geological modeling, technical studies, a pre-feasibility study
completed in May 2023 and a Mineral Resource estimate conducted in March 2024. This is
contrasted to the Company’s positioning, which is to be among the top pure-play gold
producers in Asia. This is also reflected in the Mineral Resources in the Tujuh Bukit Mining
Site and the Pani Gold Mine, as despite having significant potential as a copper project, the
Tujuh Bukit Gold Mine currently has Mineral Resources of 1.31 Moz and ore reserve of 0.53
Moz, which is insignificant to the Pani Gold Mine, which has Mineral Resources of 7.00 Moz
and ore reserve of 5.20 Moz. Therefore, while certain parts of the Tujuh Bukit Mining Site
operates as the Tujuh Bukit Gold Mine, its focus and development strategy is different from
the Pani Gold Mine and is therefore delineated from the Company’s business.
In addition, although the Tujuh Bukit Gold Mine also produces silver, its development
strategy is primarily focused on the Tujuh Bukit Copper Project (rather than the the Tujuh
Bukit Gold Mine) and silver production is immaterial to the Group, the competition thereof is
not material. The Group’s silver sales are expected to be conducted independently in the
international precious metals market, which comprises a broad and diverse customer base.
Given the size and nature of the market, there may from time to time be certain overlaps with
customers or markets served by MCG, but the Group does not consider such overlap to be
material.
Different lifespan
The Tujuh Bukit Gold Mine and the Pani Gold Mine were acquired and developed at different
timeframes with different lifespan, where the Tujuh Bukit Gold Mine was first acquired by
MCG in 2012 with the IUP to operate obtained in 2012 and mining activities began in 2016,
whereas the Company was first acquired by MCG in November 2018 with the first mining
activities beginning in 2025 and the first gold production started in 2026. Therefore, the two
mines have different remaining lifespan as a gold mine. As of January 2026, the Pani Gold
Mine has an estimated life-of-mine of 15 years based on current mine plans and reserve
estimates, while the Tujuh Bukit Gold Mine has a remaining life-of-mine of 4 years and is
expected to cease gold production by 2030. Therefore, the Pani Gold Mine is at its early
development stage with a substantially longer remaining lifespan than the Tujuh Bukit Gold
Mine.
Different Geographical Location and Different Regulations
Under Indonesian laws, the mining rights and licenses are granted on an area-based basis
determined by the relevant government authority in such area, and therefore each mine will be
established and operated independently with its own key operating entities that hold the
relevant IUP and/or CoW with other subsidiaries established to conduct the ancillary services
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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such as equipment leasing and rental services, that complete an “eco-system” that surrounds
and serves primarily such mine, each located in different geographical areas with different
designated lifespan. The Tujuh Bukit Mining Site and the Pani Gold Mine are no exception
The Tujuh Bukit Mining Site is located in Banyuwangi, East Java Province and the Pani Gold
Mine is located in Gorontalo Province, Sulawesi Island, which are in different islands that are
far apart with distinctive administrative and provincial regions within Indonesia and therefore
the two mines require different regulatory licenses, approvals and are subject to different
compliance obligations and operational scopes. While both mining sites are within the MCG
Group, each of the Tujuh Bukit Mining Site and the Pani Gold Mine is held by different
entities that are independently managed and operated in response to the different regulatory
requirements.
In addition, despite the Pani Gold Mine and the Tujuh Bukit Mining Site may have
overlapping markets due to the fungible nature of gold ore until 2030 when the Tujuh Bukit
Gold Mine is expected to cease production, the Company does not consider there to be
material competition between the Group and the Tujuh Bukit Mining Site given the
production and demand of gold is a huge market with fragmented sources of supply, including
mine production and scrap supply. With a total of more than 1,000 gold mines globally and an
estimated net global gold supply of 136.8 Moz in 2026 according to CRU, whereas the Pani
Gold Mine and the Tujuh Bukit Gold Mine, despite being large-scaled gold mines with
significant reserve, are expected to produce 108 Koz and 87 Koz in 2026, representing 0.088%
and 0.064% of the estimated global gold supply, indicating that the global gold market is
highly fragmented. Specifically, the Indonesian domestic market size is expected to range from
1.95 to 2.06 Moz from 2026 to 2030 according to CRU and therefore, it is expected that the
total production of Tujuh Bukit Gold Mine and Pani Gold Mine combine to a range of 18% of
the domestic market from 2026 to 2030. The combined production should be able to be
absorbed by the domestic market alone.
In addition, the pricing mechanism for gold and silver sold by the Group and MCG follows
the pricing benchmarks determined by the London Bullion Market Association and the
demand for gold and silver are affected by various factors beyond the Company’s control,
including but not limited to economic and political conditions, regionally, nationally, and
globally. Therefore, there will not be any competition on pricing between the Pani Gold Mine
and the Tujuh Bukit Gold Mine.
According to CRU, it is anticipated that Indonesia’s refined gold trade will shift from net
importer to near-balanced or mild net exporter in the medium to long term, mainly driven by
the aggressive downstream processing and refining plan under the Indonesian government’s
policies, and imposition of export tax on gold in 2026 and the upcoming announcements or
plans to increase refining capacity from key refineries and market players such as PT Aneka
Tambang (Persero) Tbk (“ ANTAM ”) and Freeport. As Indonesia is undergoing this structural
transformation to a self-sufficient, value-added gold producer, CRU anticipates that the
Indonesian market will have sufficient capacity to process/refine all gold doré produced by
Pani during the period where the Tujuh Bukit Gold Mine remains in operation.
This is also supported by the Group’s first Gold Sales and Purchase Agreement (“ GSPA”)
with ANTAM in February 2026. The GSPA is a framework agreement that is valid for two
years with a total transaction volume of up to 3 metric tonnes (up to 100,000 ounces of gold),
securing the sales of a meaningful and significant part of the Pani Gold Mine’s production in
the coming two years.
Based on the foregoing, the Company believes that (i) there is clear delineation between our
business and MCG’s business; and (ii) notwithstanding MCG’s interests in the Tujuh Bukit
Mining Site, there will not be material competition between our Group and MCG Group.
Moreover, the Company is of the view that given the significant market size, the standardized
pricing mechanism for gold and silver in the global and regional market and the
transformative shift of the Indonesian market in the medium to long term, there is no material
competition between our Group and MCG.
Operational Independence
As our controlling shareholder and particularly at the earlier stage of the Company’s
development, MCG provides strategic direction, oversight and long-term commitment to our
development and growth.
Our Group is currently not operationally dependent on our controlling shareholders. Our
Group (through our subsidiaries) holds all material licenses, qualifications and permits
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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necessary to carry on our business. We have sufficient capital, facilities, equipment and
employees to operate our business independently of our controlling shareholders. Our access
to, and relationship with, our customers and suppliers are independent of our controlling
shareholders, and we have an independent team that manages and operates our business as
well as independent sales channel (as supported by the GSPA with ANTAM).
As a primary listed issuer on IDX and to safeguard the independence of the Group in the
management and operation of the Group, we have internal policy and guideline on conflicts of
interest that adheres to the Indonesian capital markets regulations, in particular OJK
Regulation No. 42/2020. Under such policy, any Company’s transaction involving a conflict of
interest with the counter party must be identified, disclosed, and conducted in compliance
with prescribed procedural safeguards, including approval by independent shareholders where
required. Directors or Commissioners who have a direct or indirect interest in such
transactions are required to disclose the nature of their interest and are prohibited from
participating in deliberations and voting on the relevant resolutions.
We have certain ongoing transactions with MCG Group, including certain technical support
and equipment sharing. For details, see “Accountant Report” in Appendix I to this
prospectus.
Management Independence
Our business is managed and conducted by our Board of Directors (who are also our senior
management) and is supervised by our Board of Commissioners. Upon the Listing, our Board
of Directors and Board of Commissioners will consist of four Directors and seven
Commissioners, of whom four are Independent Commissioners. For more information, please
see the section headed “Directors, Senior Management and Commissioners.”
Specifically, two of our Directors and two of our Commissioners will maintain certain roles in
MCG Group as illustrated below:
Roles in MCG Group
Our Directors:
Mr. Boyke Poerbaya Abidin . . . . . . . . . Director and/or commissioner in certain
subsidiaries of MCG Group
Mr. Suryadinata Tanu . . . . . . . . . . . . . . the General Manager of Finance, Accounting
and Tax
Our Commissioners:
Mr. Santoso Kartono . . . . . . . . . . . . . . Commissioner in certain subsidiaries of
MCG Group
Mr. Wang Xinyu . . . . . . . . . . . . . . . . . . Consultant
Specifically and with reference to the section headed “Directors, Senior Management and
Commissioner” in this prospectus, Mr. Boyke Poerbaya Abidin, our President Director, is
responsible for the formulation and provision of guidance and development strategies for the
overall development of our Group. While he does not serve any executive or management role
in the group level of MCG, Mr. Abidin remains as the director and/or commissioner in certain
subsidiaries of MCG due to his prominence, reputation as a highly experienced and respected
prominent market player in the mining industry in Indonesia with strong relationships with
external parties including the government. Such roles were more nominal in nature and are on
subsidiaries level, therefore Mr. Abidin has devoted majority of his time in the Company’s
business since he became our Director and is expected to continue devote majority of his time
and attention in the Group’s business upon Listing. Mr. Suryadinata Tanu is responsible for
overseeing financial and tax management and risk control of our Group. While he has been
historically devoting majority of his time to the operation and management of the Group, he
will also maintain a role as the General Manager of Finance, Accounting and Tax in the
finance function of the MCG Group. Since the Company’s listing on IDX, Mr. Tanu has
devoted and is expected to continue devote majority of his time and attention in the Group’s
business upon the Listing. On the basis that both of Mr. Abidin and Mr. Tanu will devote a
majority of their time in the management and operation of the Company and that they will
not be involved in the day-to-day management and operation of MCG, the Company is of the
view that they are able to devote sufficient time to the Group notwithstanding their dual roles.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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Other than our Directors, two of our Commissioners (who are of non-executive nature in our
Group) also maintain roles in MCG. Specifically, Mr. Santoso Kartono is currently a
commissioner in certain subsidiaries of MCG Group and Mr. Xinyu Wang is a consultant (on
a non-full time basis) at MCG where he leverages his wealth of experience in developing other
mining projects (see the section headed “Directors Senior management and Commissioners”)
and provides strategic and technical advisory support to MCG as and when MCG and the
Group requires. As both Mr. Santoso Kartono and Mr. Xinyu Wang are Commissioners of the
Company with no executive involvement in our management and operation (see “Director,
Senior Management and Commissioners — Practices of the Boards — Duties and
Responsibilities of Directors and Commissioners” for further discussion), the Company is of
the view that their involvements in MCG would bring experience and guidance to the Group
but not impede our management independence.
Further to the above, our Directors and Commissioners consider that our Board of Directors
and Board of Commissioners will function independently of our controlling shareholders
because:
(a) the majority of the members of the Board of Directors and Board of Commissioners
(collectively 11 Directors and Commissioners) do not have any directorship and/or
other roles with, the Controlling Shareholders and/or their respective close associates;
(b) each of our Directors and Commissioners is aware of his/her fiduciary duties owed to
the Company, which require, among other things, that he/she acts for the benefit, and in
the interests, of our Company and does not allow any conflict between his/her duties as
a director or commissioner and his/her personal interests;
(c) our daily management and operations are carried out independently by professionals
that have substantial experience in our Group’s business and/or the industry in which
we operate, and will be able to make decisions that are in our best interest;
(d) we have four independent commissioners and certain matters of our Company will
always be referred to them for review and/or approval;
(e) in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between our Group and our directors, commissioners or their respective
associates, the interested director(s) or commissioner(s) is required to declare the nature
of his/her interest and abstain from voting at the relevant meeting(s) in respect of that
transaction; and
(f) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and our controlling shareholders that would
support our independent management; see “— Corporate Governance Measures”.
Financial Independence
While MCG has offered support during early-stage development, including funding for
exploration, permitting, and foundational infrastructure which was provided on an
arm’s-length basis and in accordance with applicable regulatory and corporate governance
requirements, we maintain full financial independence with our own capital structure, funding
arrangements, and financial management, and are capable of obtaining financing from third
parties, if necessary, without reliance on MCG. We also have independent internal control and
accounting systems with an independent finance department responsible for discharging the
treasury function.
The Company does not currently rely, or expect to rely in the future, on funding from MCG to
(including by way of shareholder loan) to finance its business activities going forward. In the
earlier stage of the Company’s development, the Company had shareholder loans from MCG
in the total amount of US$174 million during the Track Record Period, but such amount had
been fully repaid in December 2025. As of the Latest Practicable Date, there was no
outstanding shareholders’ loan due to MCG.
While MCG has provided flexibility to our Group by providing a shareholder’s loan facility
(of up to US$510 million, none of which is currently drawn) to supplement any third-party
financing on an arm’s length basis comparable to market rates, such shareholder’s loan facility
has not been drawn as the Group is able to obtain external financing with independent third
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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parties. The Company is also able to obtain such external financing without relying on MCG
to act as guarantor or to provide any form of financial assistance. Most recently, in December
2025 and April 2026, the Group obtained two rounds of external financing from a number of
financial institutions by way of revolving credit facility agreements in the respective principal
amounts of up to US$350 million and US$150 million. The Company expects that any future
capital needs may be addressed by external financings without the reliance of MCG.
Based on the above, our Directors believe that our Board of Directors and Board of
Commissioners as a whole are able to manage, operate and carry on our business
independently of, and do not place undue reliance on, our Controlling Shareholders and their
respective close associates.
DISCLOSURE UNDER RULE 8.10 OF THE HONG KONG LISTING RULES
Our controlling shareholders and/or our directors and Commissioners may, save as disclosed
in the foregoing and from time to time, make minority investments or hold non-executive
board positions in entities that operate in, or have subsidiaries that operate in, the broader
industries in which our business also operates. As our Controlling Shareholders and/or
directors and Commissioners have no executive or shareholding control over any of these
entities, and these entities have separate businesses with separate management and
shareholder bases that control their entities, our controlling shareholders will not inject any of
their interested entities into our Group; and to the extent our Directors or Commissioners
hold non-executive board positions or make minority investments in these entities, we believe
that this strengthens the experience and diversity of our Directors and Commissioners, as a
group, and signifies their passion for the industries in which we operate.
Our controlling shareholders, Directors and Commissioners confirm that as of the Latest
Practicable Date and save as otherwise disclosed, they did not have any interest in a business,
apart from the business of our Group, which competes or is likely to compete, directly or
indirectly, with our business that would require disclosure under Rule 8.10 of the Hong Kong
Listing Rules.
CORPORATE GOVERNANCE
We recognize the importance of good corporate governance in protecting our shareholders’
interests. We have adopted the following measures to ensure good corporate governance
standards and to avoid potential conflicts of interest between our Group and our controlling
shareholders:
(a) where our Directors and Commissioners reasonably request the advice of independent
professionals, such as financial advisors, the appointment of such independent
professionals will be made at our Company’s expense;
(b) we have appointed Somerley Capital Limited as our compliance advisor to provide
advice and guidance to us in respect of compliance with the applicable Laws, as well as
the Listing Rules, including various requirements relating to corporate governance;
(c) in the event that there is a potential conflict of interest arising out of any transaction to
be entered into between our Group and our Directors, Commissioners or their
respective associates, the Company is required to comply with our internal conflict of
interests policies and the applicable conflict of interest transaction requirements under
OJK Regulation No. 42/2020, including, where applicable, the interested director
and/or commissioner shall be prohibited from participating in deliberations and voting
on the relevant resolutions and if required, the Company shall obtain prior approval
from independent shareholders through an independent GMS; and
(d) we have established our Audit Committee and Nomination and Remuneration
Committee with Written Charters in compliance with the rules of the OJK. All of the
members of our audit committee, including the chair man, are independent
commissioners or external independent professionals.
Based on the above, our Directors and Commissioners are satisfied that we have sufficient
corporate governance measures in place to manage conflicts of interest that may arise between
our Group and our controlling shareholders, and to protect our minority shareholders’
interests after the Listing.
RELATIONSHIP WITH OUR CONTROLLING SHAREHOLDERS
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AUTHORIZED, ISSUED AND FULLY PAID-UP CAPITAL
The following is a description of the authorized, issued and fully paid-up capital of our
Company immediately prior to and upon the completion of the Global Offering, assuming
that the Global Offering becomes unconditional.
Authorized, Issued and Fully Paid-Up Capital as at the Latest Practicable Date and
immediately following the completion of the Global Offering
(i) Authorized share capital
Number of shares
Description of
Shares
Nominal Value
per share
Approximate aggregate
Nominal Value
20,005,839,840 Ordinary shares Rp150 Rp3,000,875,976,000
(ii) Issued and fully paid-up capital
Number of shares
Description of
Shares
Nominal Value
per share
Approximate aggregate
Nominal Value
14,731,366,060 Ordinary shares (1) Rp150 Rp2,209,704,909,000
Notes:
(1) As no shares will be issued in the Global Offering, there will be no change to the Company’s share
capital between the Latest Practicable Date and immediately following the completion of the Global
Offering.
RANKING
T
he Shares represented by the HDS(s) will rank pari passu with all existing Shares currently in
issue by the Company, in particular, such Shares represented by the HDS(s) will rank in full
for all dividends and/or other distributions declared and/or other rights declared, made or
paid on the Shares in respect of a record date which falls after the date of this Prospectus,
subject to applicable laws and regulations.
SHARE CAPITAL
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Except as otherwise noted, the following table sets forth information with respect to the
ownership of our ordinary shares as of 31 May 2026 and immediately after the Global
offering by each person known to us to hold more than 5% of our total issued Shares as
disclosed under the rules of the OJK and IDX:
Name of shareholder
Number of
Shares as of
31 May 2026
Approximate
percentage of
shareholding as of
31 May 2026
Number of Shares
immediately after the
Global Offering
Approximate
percentage of
shareholding
immediately after the
Global Offering
MCG (1) . . . . . . . . . . . . . . 9,329,376,465 63.33% 9,329,376,465 63.33%
Note:
(1) MCG, the Controlling Shareholder of the Company, has been listed on the IDX under the ticker “MDKA ”
since 19 June 2015. To the best of the Company’s knowledge and based on the public information disclosed
under the rules of the OJK and IDX as of 31 May 2026, shareholders that hold more than 5% of the total
issued shares of MCG include PT SRTG (approximately 19.37%), PT Mitra Daya Mustika (approximately
11.88% and ultimately controlled by PCI), Mr. Garibaldi Thohir (approximately 7.46%) and PT Suwarna
Arta Mandiri (approximately 5.46%)
Save as disclosed above, our Directors and Commissioners are
 not aware of any person who
will, immediately following the completion of the Global Offering and assuming that the
Over-allotment Option is not exercised, hold more than 5% of our total issued Shares
(including such Shares represented by HDRs).
SUBSTANTIAL SHAREHOLDERS
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THE CORNERSTONE PLACING
We (for ourselves and on behalf of the Selling Shareholders) have entered into cornerstone
investment agreements (each a “ Cornerstone Investment Agreement ”, and together the
“Cornerstone Investment Agreements ”) with the cornerstone investors set out below (each a
“Cornerstone Investor ”, and together the “ Cornerstone Investors ”), pursuant to which the
Cornerstone Investors have agreed to, subject to certain conditions, purchase, or cause their
designated entities to purchase, at the Offer Price for such number of Offer HDRs (rounded
down to the nearest whole board lot of 100 HDRs) that may be purchased for an aggregate
amount of US$152 million (or approximately HK$1,191.14 million, calculated based on the
exchange rate set out in the section headed “Information about this Prospectus and the Global
Offering — Exchange Rate Conversion” in this prospectus) (the “ Cornerstone Placing ”). The
aggregate amount of the investment contributed by the Cornerstone Investors does not
include the brokerage, the SFC transaction levy, the AFRC transaction levy and the Stock
Exchange trading fee which the Cornerstone Investors will pay in respect of the Offer HDRs
to be purchased by them.
Based on the Offer Price of HK$26.60 per HDR, the total number of HDRs to be purchased
by the Cornerstone Investors would be approximately 44,779,800 Offer HDRs, representing
(i) approximately 49.94% of the Offer HDRs pursuant to the Global Offering (assuming the
Over-allotment Option is not exercised); or (ii) approximately 43.43% of the Offer HDRs
pursuant to the Global Offering (assuming the Over-allotment Option is fully exercised), and
the total number of Sale Shares represents approximately 3.04% (assuming the
Over-allotment Option is not exercised) and 3.04% (assuming the Over-allotment Option is
fully exercised), respectively, of the total issued shares of the Company immediately following
the completion of the Global Offering.
The Company believes that the Cornerstone Placing signifies the Cornerstone Investors’
confidence in the Company and its business prospect, and that the Cornerstone Placing will
help raise the profile of the Company. The Company became acquainted with each of the
Cornerstone Investors during its ordinary course of operations, either through the Group’s
business network or through introduction by the Company’s business partners or the
Underwriters.
The Cornerstone Placing will form part of the International Offering and, save as otherwise
obtained consent from the Stock Exchange, the Cornerstone Investors (and for the
Cornerstone Investor who will purchase the Offer HDRs through qualified domestic
institutional investor (“ QDII ”), both the Cornerstone Investor and the QDII) and their
respective close associates will not purchase any Offer HDRs under the Global Offering (other
than pursuant to the Cornerstone Investment Agreements). The underlying shares of the
Offer HDRs to be purchased by the Cornerstone Investors will rank pari passu in all respects
with the fully paid Shares in issue following the completion of the Global Offering.
Immediately following the completion of the Global Offering, (i) none of the Cornerstone
Investors and/or their close associates will become a substantial shareholder of the Company;
(ii) the Cornerstone Investors or their close associates will not, by virtue of their cornerstone
investments, have any Board representation in the Company; and (iii) equity interests in the
Company being beneficially owned by the three largest public Shareholders will be less than
50% for the purpose of Rule 8.08(3) of the Listing Rules. Other than a guaranteed allocation
of the relevant Offer HDRs at the Offer Price, the Cornerstone Investors do not have any
preferential rights under each of their respective Cornerstone Investment Agreements
compared with other public HDR Holders. There are no side arrangements or agreements
between the Company and the Cornerstone Investors or any benefit, direct or indirect,
conferred on the Cornerstone Investors by virtue of or in relation to the Global Offering,
other than a guaranteed allocation of the relevant Offer HDRs at the Offer Price, following
the principles as set out in Chapter 4.15 of the Guide for New Listing Applicants. The
Cornerstone Investors have agreed to pay for the relevant Offer HDRs that they have
purchased before dealings in the Company’s HDRs commence on the Stock Exchange.
Among the Cornerstone Investors, CNGR Hong Kong Material Science & Technology Co.,
Limited is a close associate of an existing minority Shareholder of the Company, with them
holding an aggregate of less than 5% of the voting rights in the Company before Listing. The
Stock Exchange has granted a waiver from strict compliance with the requirements of Rule
10.04 of, and Paragraph 1C(2) of Appendix F1 to, the Listing Rules to permit Offer HDRs in
the International Offering to be placed to certain existing minority Shareholders. For further
CORNERSTONE INVESTORS
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details, please refer to the section headed “Waivers and Exemptions — Allocation of HDRs to
existing shareholders and/or their close associates as cornerstone investors or placees”.
There will be no deferred settlement of the Offer HDRs to be purchased by the Cornerstone
Investors. Where delayed delivery takes place, each Cornerstone Investor that may be affected
by such delayed delivery arrangement has agreed that it shall nevertheless pay for the relevant
HDRs in full before the Listing. Some of the Cornerstone Investors have agreed that the
Overall Coordinators may in their sole discretion delay the delivery of all or part of the Offer
HDRs they will purchase on a date later than the Listing Date. Such delayed delivery
arrangement is in place to facilitate the over-allocation in the International Offering. There
will be no delayed delivery if there is no over-allocation in the International Offering.
To the best knowledge of the Company, (i) each of the Cornerstone Investors and its ultimate
beneficial owners is an Independent Third Party; (ii) none of the Cornerstone Investors is
accustomed to take and has not taken instructions from the Company, the Directors, the
Commissioners, chief executive, Controlling Shareholders, substantial Shareholders or
existing Shareholders or any of its subsidiaries or their respective close associates in relation
to the acquisition, disposal, voting or other disposition of the Offer HDRs; and (iii) none of
the purchase of the Offer HDRs by the Cornerstone Investors is financed directly or indirectly
by the Company, the Directors, the Commissioners, chief executive, Controlling
Shareholders, substantial Shareholders or existing Shareholders or any of its subsidiaries or
their respective close associates. In addition, to the best knowledge of the Company, each of
the Cornerstone Investors is independent from each other and makes independent investment
decisions.
To the best knowledge of the Company and as confirmed by the Cornerstone Investors, (i)
their purchase under the Cornerstone Investment Agreements would be financed by their own
internal resources, external financing from prime broker or the assets managed for its
investors (in case of Cornerstone Investors which are funds or investment managers), as the
case may be, as their source of funding for the purchase of the Offer HDRs; and (ii) all
necessary approvals have been obtained with respect to the Cornerstone Placing, and that no
specific approval from any stock exchange (if relevant) or its shareholders is required for the
relevant Cornerstone Placing.
The total number of Offer HDRs to be purchased by the Cornerstone Investors might be
affected by the reallocation of the Offer HDRs between the International Offering and the
Hong Kong Public Offering in the event of over-subscription under the Hong Kong Public
Offering. If the total demand for Offer HDRs in the Hong Kong Public Offering falls within
the circumstance as set out in the section headed “Structure of the Global Offering – The
Hong Kong Public Offering – Reallocation” in this prospectus, the Joint Sponsors, the Overall
Coordinators and the Company have the sole and absolute discretion, but not obliged, to
deduct the number of HDRs to be purchased by the Cornerstone Investors on a pro rata basis
in accordance with the terms of the Cornerstone Investment Agreements to satisfy the public
demands under the Hong Kong Public Offering, after taking into account the requirements
under Appendix F1 to the Listing Rules and the discretion of the Overall Coordinators (for
themselves and on behalf of the International Underwriters) to exercise the Over-allotment
Option. Further, the Cornerstone Investors have agreed that the Joint Sponsors, the Overall
Coordinators and the Company can adjust the allocation of the number of Investor HDRs in
their sole and absolute discretion for the purpose of satisfying the relevant requirements
under the Listing Rules, including but not limited to, (i) Rule 8.08(3) of the Listing Rules
which provides that no more than 50% of the HDRs in public hands on the Listing Date can
be beneficially owned by the three largest public Shareholders, and (ii) the requirements under
Practice Note 18 of the Listing Rules. Details of the actual number of Offer HDRs to be
allocated to the Cornerstone Investors will be disclosed in the allotment results
announcement to be issued by the Company on or around 25 June 2026.
CORNERSTONE INVESTORS
The information about the Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
Ping An AM
Ping An of China Asset Management (Hong Kong) Company Limited (“ Ping An AM ”) is a
wholly-owned subsidiary of, and Ping An Life Insurance Company of China, Ltd. ( N-W
^s[
CORNERSTONE INVESTORS
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--- page 294 ---
N”XýOÝ“¡Nýg	PQlSł) (“ Ping An Life Insurance ”) is a subsidiary of, Ping An Insurance
(Group) Company of China, Ltd., a company listed on the Stock Exchange (stock code: 2318
(HKD counter) and 82318 (RMB counter); debt stock code: 5131) and the Shanghai Stock
Exchange (stock code: 601318). Ping An AM acts as the investment manager for Ping An Life
Insurance on a fully discretionary basis. It has entered into a cornerstone investment
agreement on behalf of Ping An Life Insurance. Ping An Life Insurance will hold the Offer
HDRs on behalf of its participating life insurance policyholders, all of whom are individuals,
none of whom holds 30% or more of the interests in the participating life insurance account of
Ping An Life Insurance.
Ping An AM is licensed by the SFC in Hong Kong for Type 1 (dealing in securities), Type 4
(advising on securities) and Type 9 (asset management) regulated activities under the SFO
(Central Entity Number: AOD938).
Wanguo
Wanguo Gold Group Limited (“ Wanguo ”) was incorporated the Cayman Islands on 13 May
2011. It principally engages in the business of mining, ore processing and sale of the
concentrates products and gold products in China and Solomon Islands, and it also invests in
gold mines with potential growth. Wanguo is a company listed on the Stock Exchange (stock
code: 3939) and there is no shareholder holding 30% or more of the shareholding in Wanguo.
Glencore AG
Glencore International AG (“ Glencore AG ”) is a wholly-owned subsidiary of Glencore plc.
Glencore plc is listed on the London Stock Exchange, with a secondary listing on the
Johannesburg Stock Exchange and is one of the world’s largest global diversified natural
resource companies and a major producer and marketer of more than 60 commodities.
Through a network of assets, customers and suppliers that spans the globe, Glencore plc
produces, processes, recycles, sources, markets and distributes commodities that meet current
energy needs. As of the Latest Practicable Date, there is no single shareholder who has a
beneficial ownership interest of 30% or more in Glencore plc.
Mercuria
Mercuria Holdings (Singapore) Pte. Ltd. (“ Mercuria ”) is a wholly-owned subsidiary of
Mercuria Energy Group Limited (“ Mercuria Energy Group ”), one of the world’s leading
independent energy and commodity trading companies. Headquartered in Geneva, Mercuria
Energy Group operates in over 50 countries across five continents and is engaged in energy
and commodity trading, renewable power generation, metals and minerals trading, and
infrastructure investment. The ultimate controlling beneficial owners of Mercuria Energy
Group are Mr. Marco Dunand and Mr. Daniel Jaeggi, each of whom is an Independent Third
Party.
Mercuria serves as Mercuria Energy Group’s Asia platform, overseeing operations across the
Asia-Pacific region and focusing on the development of sustainable and integrated energy and
resource solutions.
Trafigura Group
Trafigura Pte. Ltd. is a wholly-owned subsidiary of Trafigura Group Pte. Ltd. (“ Trafigura
Group ”).
Trafigura Group is a leading commodities group, owned by its employees and founded over 30
years ago. At the heart of global supply, Trafigura Group deploys infrastructure, market
expertise, and a worldwide logistics network to move oil and petroleum products, metals and
minerals, gas and power from where they are produced to where they are needed. Trafigura
Group invests in renewable energy projects and technologies and also comprises industrial
assets and operating businesses. Trafigura Group employs approximately 14,500 people, of
which over 1,400 are shareholders, and operates in over 150 countries. There is no single
ultimate beneficial owner holding 30% or more interest in Trafigura Group.
Intera Mining
Intera Mining Investment Limited (“ Intera Mining ”) is a company incorporated in Hong
Kong. Intera Mining is wholly-owned by JCHX Mining Management Co Ltd (“ JCHX ”), a
CORNERSTONE INVESTORS
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company listed on the main board of the Shanghai Stock exchange (stock code: 603979).
JCHX is an international mining corporation engaged in mine development services, mine
investment, mine engineering design and technology innovation, intelligent equipment
manufacturing and supply chain management. JCHX has undertaken nearly 40 large-scale
mine construction and mining operation management projects globally and holds five
self-owned mineral resource projects, having established a dual-engine development model
driven by mining services and resource development.
GF Fund
GF Fund Management Co., Ltd. (“ GF Fund Management ”) and GF International Investment
Management Limited (“ GF Fund HK ”, together with GF Fund Management, “ GF Fund ”)
have respectively entered into cornerstone investment agreements with the Company.
GF Fund Management was established on 5 August 2003. As of 31 December 2025, its assets
under management exceeded RMB2 trillion. It offers a comprehensive range of product
offerings, covering active equity, bonds, money market, overseas investments, passive
investments, FOF, and quantitative hedging, among others, to meet the diversified investment
needs of domestic and international clients. The controlling shareholder of GF Fund
Management is GF Securities Co., Ltd. (“ GF Securities ”), a company limited by shares listed
on the Stock Exchange (stock code: 1776) and the Shenzhen Stock Exchange (stock code:
000776), holding a 54.53% equity interest in GF Fund Management. Apart from GF
Securities, no other shareholder holds 30% or more of the equity in GF Fund Management.
GF Fund HK is a wholly-owned subsidiary of GF Fund Management. GF Fund HK (central
entity number of its SFC license: AXL121) was incorporated in Hong Kong in December
2010. It is licensed by the SFC to carry on Type 1 (dealing in securities), Type 4 (advising on
securities) and Type 9 (asset management) regulated activities in Hong Kong. GF Fund HK
serves as the global investment and business platform for its parent company, GF Fund
Management. Acting as GF Fund Management’s overseas window company, GF Fund HK
strategically connects the Chinese and overseas markets. Leveraging the investment and
research capabilities of GF Fund Management and its competitive advantages in the overseas
market, GF Fund HK provides comprehensive and high-quality services to its clients.
GF Fund Management and GF Fund HK will purchase the Offer HDRs as cornerstone
investors in their capacity as the discretionary investment managers of certain funds under
their management. To the best knowledge of GF Fund Management and GF Fund HK, each
fund is an Independent Third Party, and no ultimate beneficial owner holds more than 30%
interest.
CNGR
CNGR Hong Kong Material Science & Technology Co., Limited is a company incorporated in
Hong Kong on 27 February 2019, which primarily engages in strategic equity investment,
import and export trade. It is a wholly-owned subsidiary of CNGR Advanced Material Co.,
Ltd. (“ CNGR ”), a global leader in the new energy materials industry.
CNGR is listed on the Shenzhen Stock Exchange (stock code: 300919) and the Hong Kong
Stock Exchange (stock code: 02579). Its core products are precursor cathode active materials
(pCAM), which are key components of lithium-ion batteries widely used in electric vehicles,
energy storage systems, consumer electronics, low altitude aircraft and humanoid robots.
Orix
Eurus Holdings SPC (“ Eurus ”), acting for and on behalf of OAAM Diversified Opportunities
III S.P . (“ OAAM DO III ”), is entering into the cornerstone investment agreement with the
Company. OAAM DO III is a segregated portfolio created by and held under Eurus, a
segregated portfolio company registered as a mutual fund with the Cayman Islands Monetary
Authority. Carnelian Hime Holding Limited (“ Carnelian ”), as sole management shareholder,
holds all of the shares with voting rights in Eurus, and the controlling shareholder of
Carnelian is ORIX Corporation (TYO:8591, NYSE:IX). ORIX Asia Asset Management
Limited (“ ORIX Asia AM ”) acts as the investment manager on a discretionary basis of
OAAM DO III. To the best of ORIX Asia AM‘s knowledge and after making all reasonable
enquiries, the underlying investors of OAAM DO III are independent third party of the
Company, its subsidiaries, and its substantial shareholders, ORIX Asia AM and the
CORNERSTONE INVESTORS
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companies which are members of the same group of ORIX Asia AM. Save for Anyi
Investment Limited, which is ultimately owned by Mr. Wu Hao, an Independent Third Party,
none of the underlying investors of OAAM DO III holds 30% or more interest in OAAM DO
III.
ORIX Asia AM is a key investment management platform for ORIX Corporation in the
Asia-Pacific Region. ORIX Group (ORIX Corporation: TYO: 8591, NYSE: IX) was
established in 1964 and has grown from its roots in leasing in Japan to become a global,
diverse, and unique corporate group. Today, it is active around the world in financing and
investment, life insurance, banking, asset management, real estate, concession, environment
and energy, automobile-related services, industrial/ICT equipment, ships and aircraft. Since
expanding outside of Japan in 1971, ORIX Group has grown its business globally and now
operates in around 30 countries and regions across the world.
Wind Sabre
Wind Sabre Fund SPC acts on behalf of and for the account of Wind Sabre Opportunities
Fund SP (“ WSOF ”), which is a fund established in the Cayman Islands holding securities on
a discretionary basis on behalf of its clients who are Independent Third Parties. Wind Sabre
Fund SPC is a segregated portfolio company incorporated in the Cayman Islands with limited
liability and is an Independent Third Party, and WSOF is a segregated portfolio of Wind
Sabre Fund SPC. Wind Sabre Fund SPC is controlled by Wind Sabre Capital Limited as the
investment manager, which is a company incorporated in Hong Kong and licensed to carry out
Type 9 (asset management) regulated activities under the SFO in Hong Kong by the SFC. Well
Smart Developments Limited is the only client of WSOF holding 30% more interest in WSOF,
which is wholly owned by Mr. Tsang On Yip Patrick, an Independent Third Party.
Wind Sabre may obtain external financing from a prime broker to finance its purchase of the
Offer HDRs. The loan(s), if obtained, will be on normal commercial terms after arm’s length
negotiations. The Offer HDRs to be purchased by Wind Sabre will not be charged to such
prime broker as security for such loan(s).
DAMSIMF
Dymon Asia Multi-Strategy Investment Master Fund (“ DAMSIMF ”) is an investment fund
established in the Cayman Islands. The investors in DAMSIMF are Dymon Asia
Multi-Strategy Investment Fund and Dymon Asia Multi-Strategy Investment (US) Fund.
DAMSIMF is a multi-manager, multi-asset class fund which seeks to generate absolute
consistent uncorrelated returns with minimal volatility. Asset classes traded are: FX, Fixed
Income/Rates, Equities, Credit and Commodities. DAMSIMF is managed by Dymon Asia
Capital (Singapore) Pte. Ltd. (“ DACS”). DACS is a wholly-owned subsidiary of and directly
controlled by Dymon Asia Capital Ltd, whose shareholders Danny Y ong and Keith Tan each
holds more than 10% interests therein, with Danny Y ong having the controlling stake of
Dymon Asia Capital Ltd. DACS is headquartered in Singapore with an affiliate in Hong Kong
that is licensed by the SFC to carry out Type 9 (asset management) and Type 1 (dealing in
securities) regulated activities. Save for an Australian sovereign wealth fund who holds over
30% interest in DAMSIMF, no other single ultimate beneficial owner holds 30% or more
interest in DAMSIMF.
CORNERSTONE INVESTORS
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The table below sets out the details of the Cornerstone Placing:
Based on Offer Price of HK$26.60 per HDR
Assuming Over-allotment
Option is not exercised
Assuming Over-allotment
Option is fully exercised
Cornerstone
Investor
Purchase
amount
(US$
million)
Purchase
amount
(HK$
million)
Number of
Offer
HDRs to
be
purchased
Number of
Sale Shares
to be
purchased
Approximate
percentage
of Offer
HDR/ Sale
Shares
Approximate
percentage
of total
issued
shares of
the
Company
Approximate
percentage
of Offer
HDR/ Sale
Shares
Approximate
percentage
of total
issued
shares of
the
Company
Ping An AM . . . 30 235.10 8,838,200 88,382,000 9.86% 0.60% 8.57% 0.60%
Wanguo . . . . . . 20 156.73 5,892,100 58,921,000 6.57% 0.40% 5.71% 0.40%
Glencore AG . . . 20 156.73 5,892,100 58,921,000 6.57% 0.40% 5.71% 0.40%
Mercuria . . . . . 20 156.73 5,892,100 58,921,000 6.57% 0.40% 5.71% 0.40%
Trafigura Group . 20 156.73 5,892,100 58,921,000 6.57% 0.40% 5.71% 0.40%
Intera Mining . . . 10 78.37 2,946,000 29,460,000 3.29% 0.20% 2.86% 0.20%
GF Fund . . . . . 10 78.37 2,946,000 29,460,000 3.29% 0.20% 2.86% 0.20%
CNGR . . . . . . 7 54.86 2,062,200 20,622,000 2.30% 0.14% 2.00% 0.14%
ORIX . . . . . . . 5 39.18 1,473,000 14,730,000 1.64% 0.10% 1.43% 0.10%
Wind Sabre . . . . 5 39.18 1,473,000 14,730,000 1.64% 0.10% 1.43% 0.10%
DAMSIMF . . . . 5 39.18 1,473,000 14,730,000 1.64% 0.10% 1.43% 0.10%
Total . . . . . . . 152 1,191.16 44,779,800 447,798,000 49.94% 3.04% 43.43% 3.04%
Notes:
(1) The investment amount excludes the brokerage, the SFC transaction levy, the AFRC transaction levy and the
Stock Exchange trading fee, and is calculated based on the exchange rate set out in the section headed
“Information about this Prospectus and the Global Offering — Exchange Rate Conversion” in this
prospectus.
(2) Rounded down to the nearest whole board lot of 100 HDRs.
CLOSING CONDITIONS
T
he obligation of each Cornerstone Investor to purchase the Offer HDRs under their
respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions:
(a) the underwriting agreements for the Hong Kong Public Offering and the International
Offering being entered into and having become effective and unconditional (in
accordance with their respective original terms or as subsequently waived or varied by
agreement of the parties thereto) by no later than the time and date as specified in these
underwriting agreements, and neither of the aforesaid underwriting agreements having
been terminated;
(b) the Offer Price having been agreed upon between the Company (as proxy of the Selling
Shareholders) and the Overall Coordinators (for themselves and on behalf of the
Underwriters);
(c) the Listing Committee having granted the approval for the listing of, and permission to
deal in, the HDRs (including the HDRs under the Cornerstone Placing as well as other
applicable waivers and approvals) and such approval, permission or waiver having not
been revoked prior to the commencement of dealings in the HDRs on the Stock
Exchange;
(d) all of the necessary approvals in connection with the Global Offering having been
obtained, valid and are not otherwise revoked, withdrawn, amended or invalidated;
CORNERSTONE INVESTORS
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(e) no laws shall have been enacted or promulgated by any governmental authority which
prohibits the consummation of the transactions contemplated in the Global Offering or
herein and there shall be no orders or injunctions from a court of competent
jurisdiction in effect precluding or prohibiting consummation of such transactions; and
(f) the respective representations, warranties, acknowledgements, undertakings and
confirmations of the Cornerstone Investor under the Cornerstone Investment
Agreement are (as of the date of the Cornerstone Investment Agreement) and will be
(as of the Listing Date) accurate and true in all respects and not misleading or deceptive
and that there is no material breach of the Cornerstone Investment Agreement on the
part of the Cornerstone Investor.
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that without the prior written consent of each
of the Company, the Joint Sponsors and the Overall Coordinators, it will not, whether directly
or indirectly, at any time during the period of six months from (and inclusive of) the Listing
Date (the “ Lock-up Period ”), dispose of, in any way, any of the HDRs it has purchased or any
interest in any company or entity holding such HDRs, pursuant to their respective
Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers
to any of its wholly-owned subsidiaries which will be bound by the same obligations of such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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INTRODUCTION
Pursuant to the Indonesian Companies Law, it is mandatory for companies incorporated in
Indonesia to adopt a two-tier board structure comprising the Board of Directors and the
Board of Commissioners. The Board of Directors and the Board of Commissioners have
distinctive and separate roles in managing and supervising the Company’s operations, see “—
Duties and Responsibilities of Directors and Commissioners”.
BOARD OF DIRECTORS
Upon the Listing, the Board of Directors will consist of 4 Directors. The table below set out
certain information about our Directors upon the Listing:
Name Age
Time of joining
our business
Date of
appointment
as Director Position Roles and responsibilities
Directors
Mr. Boyke Poerbaya
Abidin . . . . . . .
62 December 2017 July 2020 President
Director
Responsible for overseeing all Company
activities relating to internal audit, external
affairs, and risk management, as well as
formulating and providing strategic
guidance and development direction for the
overall growth and development of the
Group
Mr. Nicholas
John Green . . . .
50 May 2022 April 2026 Director Responsible for overseeing all Company
activities relating to construction activities,
developing new growth projects, expanding
existing operating facilities, and providing
strategic guidance across the Company’s
subsidiaries to support the Group’s
long-term growth and operational
enhancement
Mr. Barend Johannes
Nicolaas Knoetze .
56 November 2023 April 2026 Director Responsible for overseeing the all Company
activities relating to the Group’s overall
operations activities, including mining and
processing activities, operation planning,
and key operational decisions to support
effective execution and business
performance
Mr. Suryadinata
Tanu . . . . . . . .
43 November 2017 April 2026 Director Responsible for overseeing all Company
activities relating to finance, accounting,
and tax, as well as formulating strategies to
support the financial matters of the Group
Set forth below are the biographies of the Directors upon the Listing:
Mr. Boyke Poerbaya Abidin (“Mr. Abidin”) , aged 62, was appointed as a Director of the
Company in July 2020 and has been the President Director of the Company since June 2025.
Mr. Abidin has a wealth of 26 years of experience in management consulting, external affairs,
and corporate governance with over a decade’s experience in management in the mining
industry.
Mr. Abidin currently holds several leading executive positions within the Group, including as
a Commissioner and/or Director in a number of the Company’s subsidiaries, including as a
Director of PEG since December 2017, President Director of PETS and Chief External
Affairs of MCG since January 2018, President Director of GSM since March 2022, President
Director of MMI since May 2022, President Director of MAP since December 2019, Director
of PIJ since August 2024, and Director of PIN since January 2025. He is also a President
Director of certain subsidiaries of MCG (among others, PT Merdeka Tambang Nusantara,
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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PT Batutua Alam Persada, PT Batutua Abadi Jaya, PT Batutua Pelita Investama, PT
Merdeka Kapital Indonesia PT Batutua Tambang Indonesia, PT Batutua Tambang Jaya, PT
Batutua Tambang Nusantara, SCM, PT Zhao Hui Nickel, PT Cahaya Smelter Indonesia, PT
Bukit Smelter Indonesia), Director of certain subsidiaries of MCG (among others, PT Damai
Suksesindo, PT Beta Bumi Suksesindo, PT Cinta Bumi Suksesindo), President Commissioner
of PT Merdeka Tsingshan Indonesia (a subsidiary of MCG), and/or Commissioner of certain
subsidiaries of MCG (among others, PT Lestari Jaya Kekal, PT Cahaya Sulawesi Kekal, PT
Cahaya Kapur Alfa, PT Indonesia Cahaya Kekal Sulawesi, PT Konawe Cahaya Indonesia, PT
Kapur Maxima Gemilang, PT Indogreen Cahaya Surya, PT Anugerah Batu Putih, PT
Indonesia Konawe Industrial Park, PT Cahaya Energi Indonesia, PT Ciptawana Lestari
Mandiri, PT Cahaya Hutan Lestari, PT Merdeka Energi Baru). He has also been a director of
PT Masmindo Dwi Area (an Indonesian gold mining company operating the Awakmas Gold
Project) since 2000.
Through holding senior management and advisory roles in the mining industry for 26 years,
Mr. Abidin has significant experience in managing a mineral company, particularly in the
regulatory, social and communities, sustainability, external affairs, management and oversight
aspect of the Company’s business. Specifically, under Mr. Abidin’s leadership as Chief
External Affairs of MCG (who is responsible for, among other things, overseeing MCG’s
social and governance aspects), MCG and certain of its subsidiaries have received various
recognitions, including but not limited to Platinum Rating at 2025 Asia Sustainability
Reporting Rating from National Center for Corporate Reporting (NCCR) and “Asia ESG
Positive Impact Awards for Human Rights and Labor Category in Kuala Lumpur, Malaysia”
for MCG, “TOP CSR Award 2025” and “TOP Leader on CSR Commitment” for PT Merdeka
Tsingshan Indonesia, and Occupational, Health and Safety Award from Governor of East
Java in 2026 and Prasetya Ahimsa Award for Occupational Health and Safety Practice for PT
Bumi Suksesindo in 2024 (a subsidiary of MCG). In addition, Mr. Abidin has also overseen
various mining projects as senior management, for example, as the president director of PT
Puncak Emas Tani Sejahtera since 2018, he has overseen the Pani Gold Mine Project from
exploration to feasibility study, construction and commercialization in February 2026; as a
director of PT Sulawesi Cahaya Mineral, he has overseen the first production in 2023 and
ramp-up of ore production from 6.4 million wet metric tonnes in 2023 to 21.6 million wet
metric tonnes in 2025; as a director of PT Bumi Sukesindo (which operates the Tujuh Bukit
Copper Project and the Tujuh Bukit Gold Mine), he has overseen the government relation,
community relation, operational compliance and post mining land reclamation and
rehabilitation; as the president director of PT Batutua Tembaga Raya (“ BTR ”) and PT
Batutua Kharisma Permai (“ BKP ”), he has overseen government relations, community affairs
and operational compliance, and during his tenure, both BTR and BKP successfully managed
the production stage operations and commenced the sale of pyrite for further processing into
sulfuric acid, copper and gold, demonstrating a sustainable and circular mining approach, as
well as a pioneering operational model within the mining industry; and as a director of PT
Masmindo Dwi Area, he has overseen the definitive feasibility study of the Awakmas Gold
Project. Therefore, the Company is of the view that he has obtained sufficient and relevant
mining and regulatory knowledge, strategic communication skills and management consulting
experience in the exploration and/or extraction activity of a mineral company, which would be
transferable to the Group’s mining activities (especially the Company’s exploration in the Pani
Gold Mine), and is suitable for his position as our President Director who is primarily
responsible for overseeing all Company activities relating to internal audit, external affairs,
and risk management, as well as formulating and providing strategic guidance and
development direction for the overall growth and development of the Group.
Mr. Abidin obtained a Bachelor of Science in Business Administration degree from the
United States International University School of Business and Management, San Diego, in
June 1985.
Mr. Nicholas John Green , aged 50, was appointed as a Director in April 2026. His
responsibilities include developing new growth projects, expanding existing operating
facilities, and providing strategic guidance across the Company’s subsidiaries. Mr. Green
joined the Group in May 2022 and has been the Company’s General Manager since then. He
was also the General Manager of Pani Project MMS between May 2022 to May 2024 and has
been the General Manager of GSM since May 2024.
Mr. Green has accumulated key experience in mining project management and operations.
Prior to joining the Company, Mr. Green held senior project leadership roles in the mining
industry. He served as Group Head of Projects at PT Meares Soputan Mining, a subsidiary of
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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PT Archi Indonesia (IDX: ARCI), an Indonesian-based company principally engaged in gold
mining and listed on the Indonesia Stock Exchange, from April 2021 to April 2023, and at PT
Maruwai Coal, a subsidiary of PT Alamtri Resources Indonesia Tbk (formerly PT Adaro
Energy Tbk) (IDX: AADI), a subsidiary of a holding company principally engaged in coal
mining and power generation and listed on the Indonesia Stock Exchange, from January 2018
to January 2021. He was a construction engineer of the Martabe Mine, owned by PT
Agincourt Resources from July 2015 to October 2015, and a Construction Manager at Nui
Phao Mining Co. Ltd., a subsidiary of Masan High-Tech Materials (UPCoM: MSR), a
company principally engaged in operating a large-scale open-pit polymetallic mine in Vietnam
and listed on the UPCoM exchange in Vietnam, from March 2011 to June 2015. Earlier, he
worked as a Project Manager at Ausenco Minerals Pty. Ltd., an Australian company offering
engineering, construction, and project management services for industrial and mineral
sectors, from October 2006 to January 2011.
Through holding senior project leadership roles in the mining industry for many years, Mr.
Green has acquired significant experience in managing a mineral company, particularly in the
technical and engineering aspect of various projects. Specifically and prior to joining the
Company, Mr. Green has accumulated experience in the development of over 10 mining
projects, involving various minerals such as gold, copper, iron ore, tungsten and Zinc. Such
mining projects include but not limited to the Toka Tindung Gold Mine in Indonesia (in
which he was the group head of projects and was responsible for mining pit optimisation
studies, geothermal power studies and studies to duplicate the processing capability of the
plant), the Maruwai Coal Mine in Indonesia (in which he was the project manager), the
Martabe Gold Mine in Indonesia (in which he was the construction engineer and was
responsible for assessing existing mining operations and optimizing and expanding the
processing capacity), and the Nui Phao Concentrates Mine in Vietnam (in which he was the
deputy construction manager and was responsible for full project lifestyle delivery). Given
that Mr. Green has consistently developed and delivered a number of mining projects in
project management positions for 20 years (in particular, similar to our Pani Gold Mine, the
Toka Tindung Gold Mine and the Martabe Gold Mine are also open-pit mines with CIL
processing facilities), the Company is of the view that he has obtained sufficient and relevant
mining knowledge, technical skills, as well as project management and operations experience
in the exploration and/or extraction activity of a mineral company and in mining projects,
which would be transferable to the Group’s mining activities, and is suitable for his position as
our Director who is primarily responsible for overseeing all Company activities relating to
construction activities, developing new growth projects, expanding existing operating
facilities, and providing strategic guidance across the Company’s subsidiaries to support the
Group’s long-term growth and operational enhancement.
Mr. Green graduated with a Bachelor of Engineering with Honours from the University of
Tasmania, Australia, in December 1997. He also holds a Certificate of Competence in Mineral
and Coal Mining as a First-Level Operations Supervisor issued by the Indonesian
Professional Certification Authority in July 2023.
Mr. Barend Johannes Nicolaas Knoetze , aged 56, was appointed as a Director of the Company
in April 2026. Mr. Knoetze joined the MCG Group in November 2023 and served as the
General Manager of the Wetar Copper Mine. Since November 2025, Mr. Knoetze serves as the
General Manager of the Pani Gold Mine, overseeing day-to-day operations, planning,
budgeting, and alignment with long term strategic plans.
Mr. Knoetze has accumulated significant international experience in mining operations and
metallurgical processing with senior technical, operational, and advisory roles in publicly
listed and multinational mining companies engaged in mining operations. Prior to joining us,
he was the Head of Processing in K92 Mining Inc., a Canada headquartered gold producer
listed on the Toronto Stock Exchange (TSX: KNT). He served as Process Manager at Novo
Resources Corp. (TSX: NVO), a Canadian mining company engaged in gold and copper
exploration and listed on the Toronto Stock Exchange from November 2020 to July 2021.
From March 2018 to October 2020, he served as Processing Manager at Allied Gold
(previously Afrique Gold), an African-focused, Canadian-headquartered gold mining
company. Prior to that, Mr. Knoetze also held the position of Mill Manager at Minjar Gold
Pty Ltd (an Australian gold producer, developer and explorer) from April 2013 to February
2018. Prior to that, he was the Registered Manager of the Coolgardie Operations from 2009 at
Focus Minerals Ltd, a gold producer listed on the Australian Stock Exchange (ASX: FML),
and was subsequently appointed as Operations General Manager in 2011.
Through holding senior technical, operational and advisory roles in the mining and metal
industry for over 16 years, Mr. Knoetze has acquired significant experience in managing a
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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mineral company, particularly in the technical and engineering aspect of various projects.
Specifically and prior to joining the Company, Mr. Knoetze has accumulated experience for
over a decade in the maintenance and operations of other mining projects, involving various
minerals such as gold and copper. Such mining projects include but not limited to the Wetar
Copper Mine in Indonesia (which is processed via heap leach stacking, and in which he was
the general manager and was responsible for day-to-day operations and improvement of the
operation’s safety, operational and financial performance), the Kainantu Gold Mine in Papua
New Guinea (in which he was the Head of Processing and was responsible for the mineral
processing & infrastructure aspect of the mine), the Golden Dragon Mine in Australia (in
which he was the Mill Manager and was responsible for all operations of the site, as well as
refurbishment of the processing plant, commissioning and operations), the Nullagine Gold
Mine in Australia (in which he was responsible for restarting the processing plant and
achieving design throughput) and the Coolgardie Operations of Focus Minerals Ltd, a gold
mine in Australia (in which he was the Registered Manager of the Coolgardie Operations, and
subsequently appointed as Operations General Manager and was responsible for Focus
Mineral Ltd’s operations). Therefore, the Company is of the view that he has obtained
sufficient and relevant mining and processing knowledge, technical and engineering skills, as
well as management and operational experience in the exploration and/or extraction activity
of a mineral company and in mining projects, which would be transferable to the Group’s
mining activities, and is suitable for his position as our Director who is primarily responsible
for overseeing all Company activities relating to the Group’s overall operation activities
(including mining and processing activities, operation planning, and key operational
decisions to support effective execution and business performance).
Mr. Knoetze graduated with a National Diploma in Extraction Metallurgy in July 1992 and a
National Higher Diploma in Extraction Metallurgy in January 1993 from Technicon
Witwatersrand (now University of Johannesburg), South Africa.
Mr. Suryadinata Tanu , aged 43, was appointed as a Director in April 2026. Mr. Tanu joined
our business in November 2017 and has since served as the General Manager of Finance,
Accounting, and Tax at the MCG Group, with significant devotion in managing our business
and has gained significant experience in managing the financial matters of our Group.
Mr. Tanu has extensive professional experience in finance, accounting, and tax, including in
the mining and resources sector. Prior to joining us, he served as a Senior Manager at
PricewaterhouseCoopers from July 2005 to October 2017.
Mr. Tanu received his Bachelor of Economics degree from Tarumanagara University, Jakarta,
in August 2005, majoring in accounting and economics. Mr. Tanu’s extensive technical
expertise, professional qualifications, and long tenure in finance leadership roles provide the
Company with robust capability in financial oversight, reporting integrity, and compliance.
Mr. Tanu has significant financial experience acquired from serving at an audit firm for 12
years and overseeing the financial aspect of the Company’s business, and therefore the
Company is of the view that he has obtained sufficient and relevant experience, which is
suitable for his position as our Director who is primarily responsible for overseeing all
Company activities relating to finance, accounting, and tax, as well as formulating strategies
to support the financial matters of the Group.
Mr. Tanu holds the following qualifications: (i) he is a Certified Public Accountant accredited
by the Indonesian Institute of Certified Public Accountants, obtained in July 2013, (ii) he is a
Chartered Accountant accredited by the Indonesian Institute of Accountants, obtained in
December 2014, (iii) he received professional accounting certification from Secretariat
General of the Center for Accountant and Appraiser Development, Ministry of Finance of
the Republic of Indonesia in June 2008, and (iv) he is also an Accountant by the University of
Indonesia in February 2008.
During the Track Record Period and up to 22 April 2026, Mr. Albert Saputro, Mr. David
Thomas Fowler, and Mr. Adi Adriansyah Sjoekri were also our Directors, and they have
resigned from their directorship in April 2026, taking effect upon the completion of the
General Meeting of Shareholders held on 22 April 2026. Their resignation was part of
directors rotation and due to the Company’s development into production phase where the
current Directors have more experience in leading the Company, a mining company that has
begun production. All of Mr. Albert Saputro, Mr. David Thomas Fowler, and Mr. Adi
Adriansyah Sjoekri have confirmed that they have no disagreement with the Company and the
Board and have remained in various positions in either MCG or the Company.
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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SENIOR MANAGEMENT
In accordance with Indonesian laws and regulations, our Directors are responsible for the
day-to-day operations and management of the business of our Group. Therefore, each of our
Directors are members of our senior management team. For their biographical details, please
refer to “Board of Directors” in this section.
BOARD OF COMMISSIONERS
Upon the Listing, the Board of Commissioners will comprise of 7 Commissioners, among
which 4 are independent commissioners. The table below sets out certain information about
our Commissioners upon the Listing.
Name Age
Time of joining
our business
Date of
appointment as
Commissioners Position(s) Roles and responsibilities
Commissioners
Mr. Santoso
Kartono (1) . . . . . .
53 December 2025 December 2025 President
Commissioner
Provide strategic advice and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
Mr. Winato Kartono
(1) . 55 April 2026 April 2026 Commissioner Provide strategic advice and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
Mr. Xinyu Wang . . . . 55 July 2025 April 2026 Commissioner Provide strategic advice and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
Independent Commissioners
(2)
Mr. Heri Sunaryadi . . 60 June 2025 June 2025 Independent
Commissioner
Provide independent and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
Dr. Jona Widhagdo
Putri . . . . . . . . .
44 April 2026 April 2026 Independent
Commissioner
Provide independent and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
Mr. Yu Gao . . . . . . . 52 April 2026 April 2026 Independent
Commissioner
Provide independent and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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Name Age
Time of joining
our business
Date of
appointment as
Commissioners Position(s) Roles and responsibilities
Mr. John Mackay
McCulloch
Williamson . . . . . .
67 April 2026 April 2026 Independent
Commissioner
Provide independent and objective
supervision, opinions, and judgment
to the Company, the Board of
Commissioners, and the Board of
Directors to support good governance
and sound decision-making
Notes:
(1) Mr. Santoso Kartono is the brother of Mr. Winato Kartono, both are proposed Commissioners of the
Company.
(2) Our Independent Commissioners appointed under applicable Indonesian laws and regulations are also
considered as our independent non-executive Directors for the purposes of the Hong Kong Listing Rules. We
have determined that Mr. Heri Sunaryadi and Mr. John Mackay McCulloch Williamson have the appropriate
accounting or financial management expertise under the Hong Kong Listing Rules.
Set forth below are the biographies of the Commissioners upon
 the Listing:
Commissioners
Mr. Santoso Kartono, aged 53, has been the President Commissioner of our Company since
December 2025.
Mr. Santoso Kartono has served as the President Commissioner for key mineral entities.
Other than being our Commissioner, he is also a commissioner of certain subsidiaries of the
MCG Group, including serving as the President Commissioner of PT ESG Industri Energi
Baru since March 2024, PT Sulawesi Nickel Cobalt since December 2024, and PT ESG New
Energy Material since November 2023. Additionally, he has served as a Commissioner of PT
GoTo Gojek Tokopedia Tbk since December 2025, PT Sulawesi Cahaya Mineral since
November 2024, and PT Merdeka Industri Anantha since July 2024. Prior to these
appointments, Mr. Kartono served as the Director of Retail at PT Jingdong Indonesia
Pertama (JD.ID), an Indonesian e-commerce platform, from October 2015 to February 2023.
Mr. Santoso Kartono is the brother of Mr. Winato Kartono.
Mr. Winato Kartono , aged 55, has been a Commissioner of our Company since April 2026.
Mr. Kartono has extensive experience in investment and banking. He served as a Director at
PT Provident Investasi Bersama Tbk (formerly PT Provident Agro Tbk) (IDX: PALM), an
investment firm listed on the Indonesia Stock Exchange, from May 2007 to June 2012 and
later as a Commissioner from June 2012 to March 2022. Additionally, he was a Commissioner
at PT Tower Bersama Infrastructure Tbk (IDX: TBIG) from March 2010 to May 2022 and
Commissioner at PT GoTo Gojek Tokopedia Tbk (IDX: GOTO) from March 2023 to
December 2025. Currently, Mr. Kartono serves as a Commissioner at PT Provident Capital
Partners since March 2005 and PT Provident Capital Indonesia since February 2006. He also
serves as the President Commissioner of PT Merdeka Battery Materials Tbk (IDX: MBMA)
since January 2023.
Mr. Kartono has significant experience in investments into mineral companies with his
experience with PT Provident Capital Partners since March 2005 and PT Provident Capital
Indonesia since February 2006, which have significant experience in the investment and
development of various mining projects, including the Pani Gold Mine and the Tujuh Bukit
Mining Site, and therefore the Company is of the view that he has obtained sufficient
experience relevant to MCG and the Company’s exploration in the Pani Gold Mine, which is
suitable for his position as our Commissioner who is primarily responsible for providing
strategic advice and objective supervision, opinions, and judgment to the Company, the Board
of Commissioners, and the Board of Directors to support good governance and sound
decision-making.
He received his Bachelor of Economics degree from the Trisakti University in Indonesia in
January 1994.
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Mr. Winato Kartono is the brother of Mr. Santoso Kartono. Please refer to the section headed
“Substantial Shareholders” in this prospectus for information on the Mr. Winato Kartono’s
shareholding interests in the Company.
Mr. Xinyu Wang ( s_ˆ[), aged 55, has been a Commissioner of our Company since 22 April
2026. Mr. Wang has also been appointed as a consultant at MCG since June 2025.
Mr. Wang is a seasoned mining executive with years of global leadership experience in mine
development, construction, and smelting complexes. He served as the Vice Chairman at JCHX
Mining Management Co., Ltd.* ( Ñ OÆy&im{¡t¡Nýg	PQlSł) (SSE: 603979) (“ JCHX ”), a
company principally engaged in construction of metal mines and listed on the Shanghai Stock
Exchange, from May 2023 to December 2024 and as its President and Chief Executive Officer
from May 2020 to May 2023, where he spearheaded large-scale mining and infrastructure
projects. Previously from July 1994 to December 2019, he worked at China Non-Ferrous
Metal Industry’s Foreign Engineering and Construction Co. Ltd.* (“ China NFC ”) ( N-W
g	r
Ñ\l^œ-¡Nýg	PQlSł) (SZSE:000758), a company principally engaged in non-ferrous metal
projects and mining investment and production operation and listed on the Shenzhen Stock
Exchange, serving in roles including Superintendent, Deputy Project Manager, Project
Manager, Assistant Vice President, Vice President, and Assistant General Manager overseeing
and managing global project development and execution of smelter and mining-related
projects.
Through holding leadership roles in the mining industry for over 30 years, Mr. Wang has
acquired significant experience in managing a mineral companies, particularly in mine
development, construction, smelting and related aspects of various projects. Specifically, Mr.
Wang has accumulated experience in the development of over 21 mines and processing
complexes across Australia, Asia, Africa and South Australia. Such projects include but not
limited to the Alacran Project in Colombia (a copper-gold project in which he was the
President and Chief Executive Officer of JCHX and was responsible for feasibility study
support and engineering and procurement contract negotiations), the Lonshi Copper Mine
and Smelter Complex (in which, as the President and Chief Executive Officer of JCHX, he
was responsible for overseeing the construction of mine and smelter complex) in the
Democratic Republic of Congo, and the Shalkiya Zinc Mine Project (in which he was the
President and Chief Executive Officer of JCHX and was responsible for project development
and implementation) in Kazakhstan.
During his tenor in China NFC, he was involved in various projects, including Arak
Aluminum Project in Iran (an aluminum project in which he was the project manager and was
responsible for overall project execution), NFC Zinc Project in Iran (a zinc project in which he
was the project manager and was responsible for overall project execution), a copper smelter
project in Vietnam in which he was the Assistant General Manager of China NFC and his
responsibilities included monitoring HSE management, sub-contractor management, and
overall project implementation, a 100ktpa lead smelter EPC project in India in 2010 in which
he was the Assistant General Manager of China NFC and his responsibilities included overall
management and supervision of the project, as the lead of the project, he successfully led the
team to complete the construction of the project in 2011. As Assistant GM of China NFC, he
was part of the team which secured the mandate to act as the main contractor to construct PT
DPM’s DAIRI lead-zinc mine project in North Sumatra Province, Indonesia, including
lead-zinc mining, beneficiation, auxiliary and related facilities. As Assistant GM of China
NFC, he delivered a safety and environmental report and action plan for NFC group in 2019.
Therefore, the Company is of the view that he has obtained sufficient and relevant mining
knowledge, technical skills and project management experience in the exploration and/or
extraction activity of a mineral company and in mining projects, which would be transferable
to the Group’s mining activities, and is suitable for his position as our Commissioner to
provide strategic advice and objective supervision, opinions, and judgment to support good
governance and sound decision-making.
Mr. Wang received a Master of Science in automation control degree from Harbin
Engineering University ( T¨r>oæ]åz
Y’[x) in April 1995.
Independent Commissioners
Mr. Heri Sunaryadi , aged 60, was appointed as an independent Commissioner of our
Company in June 2025. He also had been an independent Commissioner of MCG from May
2018 to January 2022.
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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--- page 306 ---
Mr. Sunaryadi has held various commissioner positions at several financial institutions and
listed issuers in Indonesia. Since May 2022, he has served as an Independent Commissioner at
PT Tower Bersama Infrastructure Tbk (IDX: TBIG), a telecommunications tower operator
listed on the Indonesia Stock Exchange. From October 2021 to March 2025, he was an
Independent Commissioner at PT Bank Rakyat Indonesia (Persero) Tbk (IDX: BBRI), a
Indonesian state-owned bank listed on the Indonesia Stock Exchange. From July 2020 to
February 2022, he was an Independent Commissioner at PT Solusi Sinergi Digital Tbk (IDX:
WIFI), a company principally engaged in fiber optic and digital products and listed on the
Indonesia Stock Exchange. From 2016 to 2022, he was a Commissioner at PT Integra
Indocabinet Tbk (IDX: WOOD), a furniture manufacturer listed on the Indonesia Stock
Exchange.
From January 2015 to August 2016, he was a Commissioner of PT Telekomunikasi Selular, a
telecommunications operator. From December 2014 to April 2016, he was a Finance Director
of PT Telekomunikasi Indonesia Tbk (IDX: TLKM), a telecommunications company listed
on the Indonesia Stock Exchange.
Mr. Sunaryadi also held various positions in PT Kustodian Sentral Efek Indonesia (“ KSEI ”),
Indonesia’s central securities depository, including between 2009 and 2012 as well as between
June 2015 and 2018 where he was a Commissioner, and between 2013 and March 2015 where
he was the President Director.
Mr. Sunaryadi earned a Master of Management from Universitas Bina Nusantara in April
2011 and a Bachelor of Agricultural Engineering from the Institut Pertanian Bogor in August
1987. He also holds a professional qualification in bank risk management issued in February
2025 by the Banking Professional Certification Body.
Dr. Jona Widhagdo Putri , aged 44, has been appointed as an independent Commissioner of
our Company since April 2026.
Dr. Putri has significant experience in international relations, diplomacy, and cross-border
investment cooperation. Since November 2024, she has served as Special Advisor to the
Chairman of the National Economic Council of the Republic of Indonesia ( Sp\<W
[¶}oßYÔ
TÆg), where she provides advisory support on international economics relations,
geoeconomic analysis and cross-border investment considerations. Her role is advisory and
non-executive in nature.
From September 2022 to October 2024, Dr. Putri served as Special Advisor for Infrastructure
and Technology to the Coordinating Minister for Maritime Affairs and Investment of the
Republic of Indonesia ( Sp\<mwNb˙}q|LŁ). Between April 2018 and August 2022, she
served as Special Advisor for Indonesia-China Cooperation at the Cooperation Ministry for
Maritime Affairs of the Republic of Indonesia, supporting bilateral economic and investment
initiatives.
Between November 2021 and 2024, Dr. Putri served as Vice Secretary General of the
China-Indonesia High-Level Dialogue Mechanism, where she coordinated strategic
programmes across economic, maritime, investment, political-security, and human
development pillars. In addition to her government and academic roles, Dr. Putri has held
cross-sectoral leadership roles. Since July 2022, she has served as Vice Chairwoman of the
Indonesia Chamber of Commerce and Industry Bilateral Committee for China ( Sp\<]åUFg(
N-W
YÔTÆg), coordinating bilateral trade and investment initiatives. She has served as
Chairwoman for International Affairs of the Indonesian Athletics Association ( Sp\<u0_
STg) since February 2021.
Dr. Putri has received several recognitions, including the Presidential Medal of Honor
(Satyalancana Wira Karya) in October 2024. She has been appointed as a members of the
Strategic Advisory Committee of the BRICS PartNIR Innovation Center (April 2025 – April
2028), and as a member of the Expert Committee of the China-ASEAN Business and
Investment Summit and Business Council (July 2024 – July 2026). In June 2024, she was
awarded the Outstanding Academic Performance Certificate by Fudan University.
Dr. Putri received her Doctor of Law in International Relations from Fudan University ( _'eæ
Y’[x) in June 2024. She obtained a Diploma in Economics from the London School of
Economics and Political Science in August 2005.
Mr. Yu Gao , aged 52, has been appointed as an independent Commissioner of our Company
since April 2026.
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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--- page 307 ---
Mr. Gao has significant experience in private equity and investment banking across Asia. He
previously worked as an analyst in the debt capital markets division at Donaldson Lufkin &
Jenrette, an investment banking firm. From December 2000 to August 2005, he worked in
Citigroup Global Markets Asia, where his last position served was an investment banking
associate. Mr. Gao then spent 17 years at Morgan Stanley Asia Limited from August 2005 to
July 2022, covering various roles, including as managing director, co-chief investment officer
of Morgan Stanley Private Equity Asia, chairman of the investment committee of Morgan
Stanley’s RMB Fund, and member of Morgan Stanley’s China management committee.
Mr. Gao also has some directorship experience in Hong Kong listed companies. He has served
as a non-executive director since April 2017, and is now also an audit committee member of
China Feihe Limited* ( N-W
Û·g	PQlSł) (HKEX: 6186). In addition, Mr. Gao has joined
the board since July 2007 as a Non-Executive Director and as of today, Mr. Gao is an
Independent Non-Executive Director and a member of the Audit and Nomination Committee
of China Dongxiang (Group) Co., Ltd.* ( N-W
RÕT ÿ˘Wÿ	 g	PQlSł) (HKEX: 3818).
Mr. Gao has been recognized as one of the “Top 100 Investors” by PE Daily in China in 2020.
Mr. Gao received a Master of Science in engineering-economic systems & operations research
from Stanford University in September 1999 in the U.S. and dual bachelor’s degrees in
Engineering and Economics from Tsinghua University ( nïY’[x) in July 1997 in the PRC.
Based on a Writ of Summons in the Action dated and issued on 19 March 2026 (the “ Writ ”),
Home Control International Limited (“ Home Control ”, a company listed on the Stock
Exchange (stock code: 1747)) alleges that in November 2019, Mr. Gao by signing a
subscription letter and custody service letter for a financial product of approximately HK$38
million on behalf of Home Control as a non-executive director and chairman of the board,
together with four other co-defendants, acted in breach of duty, conspired and injured Home
Control by unlawful means, causing Home Control to be deprived of a substantial portion of
proceeds of its initial public offering in November 2019 and to suffer consequential loss and
damage. Based on Mr. Gao’s confirmation, the Writ has not been served on Mr. Gao as of the
Latest Practicable Date. Specific quantum of Home Control’s claims have not yet been
pleaded but according to Home Control’s public announcement, two partial redemptions have
been made by Home Control reducing the outstanding principal of the financial product to
HK$25.24 million. For the avoidance of doubt, this disclosure is made solely for regulatory
purposes and shall not be misconstrued as acknowledgment of any of the claims, any
quantum or any waiver of Mr. Gao’s rights. Given that (i) the Writ at this stage only contains
bare and unsubstantiated allegations pertaining to events alleged to have occurred in
November 2019; (ii) no statement of claim has been served or filed in the relevant court action
as of the Latest Practicable Date, and the full basis and particulars of the plaintiff ’s
allegations presently remain unknown; and (iii) Mr. Gao’s position is that he had authority to
sign the letters and should the relevant court action proceed further, he would have a
considerable and substantive defence to the claims alleged in the Writ, our Company is of the
view that the Writ would not raise any concern over the issue of integrity or character of Mr.
Gao which would cast doubt on his suitability to serve as an Independent Commissioner of
our Company under Rules 3.08 and 3.09 of the Listing Rules. As the claims are directed
against Mr. Gao in connection with events alleged to have occurred prior to his involvement
with our Company, the Writ does not have, and is not expected to have, any material adverse
impact on the business operations, financial position or prospects of our Company. Based on
the independent due diligence conducted by the Joint Sponsors, in particular having taken
into account (a) the reasons considered by the Company as disclosed above; and (b) the legal
opinion obtained from the legal adviser of Mr. Gao in relation to the Writ, the Joint Sponsors
concur with the Company’s view that the Writ would not raise any concern over the issue of
integrity or character of Mr. Gao which would cast doubt on his suitability to serve as an
Independent Commissioner of our Company under Rules 3.08 and 3.09 of the Listing Rules.
Mr. John Mackay McCulloch Williamson , aged 67, has been appointed as an independent
Commissioner of our Company since April 2026.
Mr. Williamson has decades of experience in global financial markets, investment
management, and corporate governance. He began his career in Edinburgh in 1980 where he
trained and qualified in 1984 as a Chartered Accountant. He worked at NatWest Markets
(both in UK and Hong Kong) in senior operational and management roles before being
seconded and subsequently appointed as Chief Operating Officer of Wheelock NatWest, a
joint venture set up between NatWest and Wheelock in Hong Kong, in January 1996.
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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--- page 308 ---
In September 1998, Mr. Williamson joined Morgan Stanley Asia Limited as Executive
Director, Infrastructure and Risk Manager. He was promoted to a senior regional role as
Managing Director of Morgan Stanley Asia Pacific (Holdings) Limited in December 1999. In
August 2007, Mr. Williamson joined Search Group, where he held multiple senior executive
positions in Hong Kong, including Senior Managing Director at Search Investment Group
until he left in February 2018.
In addition to the above, Mr. Williamson has held significant non-executive and board
appointments. Since April 2023, he has been chairman of the London Metal Exchange where
he had served as a non-executive director from September 2021 to April 2023. He also served
as independent non-executive director of Hong Kong Exchanges and Clearing Limited
(“HKEX ”) (HKEX: 0388) from June 2008 to April 2021, and as senior advisor to the board of
HKEX from April 2021 to April 2022.
During his tenure at HKEX, Mr. Williamson had held positions in various committees,
including as the chairman of the risk committee and statutory risk management committee,
and as a member of the executive committee, ESG committee, remuneration committee, and
audit committee.
Since September 2025, he has been a board director of Commodity Pricing and Analysis
Limited (CPAL), a subsidiary of HKEX incorporated in Dubai and principally engaged in
commodity benchmark pricing and administration. He was appointed as Chairman of CPAL’s
board of directors in December 2025. He is also the non-executive chairman of UK Tote
Group Limited and an independent non-executive Director of Pacific Basin Shipping
Limited* ( Y*^sm
*K˘Wg	PQlSł) (HKEX: 2343), positions he has held since September
2020 and November 2020 respectively. From 2021 to 2022, he was an independent
non-executive director of Provident Acquisition Corp. (NASDAQ: PAQC), a special purpose
acquisition company with focus on consumption-focused companies with disruptive growth
potential and listed on NASDAQ.
Mr. Williamson has also contributed to public service and professional bodies, including
serving on the Advisory Board of MIND HK since 2022 and as a board member of the Hong
Kong Securities and Investment Institute ( n/IR8[xg)* from December 2006 to December
2009.
Mr. Williamson graduated from Heriot-Watt University, Edinburgh, in 1980 with a Bachelor
of Arts in accountancy and computer science. He qualified as a Chartered Accountant and
became a Member of the Institute of Chartered Accountants of Scotland in 1984.
Mr Williamson was awarded an Honorary Fellow of the Chartered Institute for Securities &
Investment (UK) in February 2025 for his outstanding positive contribution to the financial
services profession and to the CISI, He is also a Senior Fellow of the Hong Kong Securities
and Investment Institute.
Based on the disclosure in the biographies of our Directors and Commissioners and the
breadth of experience of our Directors and Commissioners in various aspects of managing a
mineral companies and investing into mines, as well as the exploration and/or extraction
activity of mines such as the Pani Gold Mine, the Company is of the view that our Directors
and Commissioners, taken together, have sufficient experience relevant to the exploration
and/or extraction activity that the Company is pursuing.
FURTHER INFORMATION ABOUT MR. ABIDIN
In July 2025, Mr. Abidin received a written attendance request from the Badan Kehormatan
(Honorary/Ethics Council) (the “ Honorary Council ”) of the Gorontalo Provincial Parliament
(Dewan Perwakilan Rakyat Daerah Provinsi Gorontalo or “ DPRD ”), which requested for his
attendance at a hearing of the Honorary Council (the “ Hearing ”) to provide information (in
his capacity as witness) in connection with the Honorary Council’s review of a purported
payment of IDR50,000,000 (equivalent to approximately USD3,000) (the “ Purported
Payment ”) by PETS (a subsidiary of the Company) to Mr. Thomas Mopili (“ Mr. Mopili ”),
who is the Chairman of the DPRD (the “ Allegation ”) elected in 2024 and will serve until 2029.
The DPRD is a regional legislative body at provincial levels, which is responsible for enacting
local regulations, approving regional budgets and overseeing local government
administration. It functions as the counterpart to the executive branch (governor, mayor or
regent) in regional governance.
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--- page 309 ---
By way of background, to the best of the Company’s knowledge, (i) any interactions between
Mr. Mopili and Mr. Abidin are primarily incidental to their respective positions held in their
official capacities, given that Mr. Mopili is the Chairperson of DPRD and Mr. Abidin is the
President Director of the Company (which is one of the largest mining companies in the
province), but there is no business and/or personal relationship between Mr. Mopili and Mr.
Abidin, the Group or its Controlling Shareholders; and (ii) Mr. Mopili has no involvement in,
and does not exercise any influence over, the approval process of the Group’s mining and
other licenses.
As advised by the Company’s Indonesian legal adviser, the Honorary Council is an internal
organ of the DPRD established under Law No. 23 of 2014 on Regional Government and the
Gorontalo Provincial DPRD Standing Orders. The Honorary Council has the duty to review
alleged violations of the oath or promise and the Code of Ethics committed by DPRD
members. In conducting its duties, the Honorary Council has the authority to request for a
statement or information from witnesses or other relevant parties. As such, the Honorary
Council was only exercising its authority to request for attendance of Mr. Abidin to provide a
statement and/or information as witness (not as a suspect or respondent) to assist the
Honorary Council to consider the validity of the Allegation, and as advised by the Company’s
Indonesian legal adviser, such request does not solely give rise to basis of litigation per se. The
Honorary Council’s jurisdiction is limited to reviewing and sanctioning violations of the Code
of Ethics and Oath of Office of DPRD members. It is not a judicial body and does not exercise
criminal jurisdiction. The sanctions available to the Honorary Council are administrative and
disciplinary in nature (ranging from verbal or written reprimands to proposals for temporary
suspension or permanent dismissal of DPRD members) and are directed at the DPRD
member concerned, rather than external parties (such as Mr. Abidin or PETS who is not a
DPRD member).
During the Hearing, no documentary evidence was presented to Mr. Abidin that substantiated
the Allegation, and Mr. Abidin denied any knowledge of, involvement in or connection to the
Purported Payment on the basis that: (i) no Purported Payment or any other payment has
been made by Mr. Abidin or PETS to Mr. Mopili or any other DPRD officials; (ii) no
accounting, disbursement or other financial record in relation to the Purported Payment has
been identified in the Company’s system; (iii) no deviation from the Company’s internal
control relating to disbursement and approval procedures has been identified; (iv) no business
rationale, benefit or advantage that would have been sought or obtained by the Company or
PETS through the Purported Payment has been identified; and (v) no testimonial or
circumstantial evidence has been produced to substantiate the Allegation. To the best of the
Company’s knowledge, as of the Latest Practicable Date, the Honorary Council had no
evidence of any money transfer or bribery having taken place, or of Mr. Abidin or PETS being
involved in the Allegation. On May 26, 2026, the Honorary Council issued a letter (the
“Council Letter ”) confirming that the Honorary Council had not found any facts, evidence, or
elements of violation that could be further pursued and as such the Honorary Council
declared the Allegation had been resolved and would not be continued to a further
examination stage. Based on the Council Letter, the Honorary Council also states that the
entire complaint process relating to the Allegation has been finalized and completed, and the
Company’s Indonesian legal adviser considers that (i) the Council Letter constitutes the
formal final determination of the Honorary Council on the Allegation, (ii) the Council Letter
itself contains no indication of any further internal appeal or examination, and (iii) the
Honorary Council is the competent authority to issue the Council Letter and there is no other
party that is empowered to request the Honorary Council to overturn its decision. To the best
of the Company’s knowledge, since the hearing with the Honorary Council and up to the
Latest Practicable Date, Mr. Abidin and PETS are not aware of any further summon, notice,
inquiry, communication or appeal process from the Honorary Council or any other authority
in connection with the Allegation subsequent to the Hearing, and as advised by the
Company’s Indonesian legal adviser, there is also no indication to expect that the Allegation
will be escalated to any judicial proceedings or investigations by other competent authorities.
Given that (a) Mr. Abidin has denied any knowledge of, involvement in or connection to the
Purported Payment on the above basis; (b) the Company is not aware of any documentary
evidence that substantiates the Allegation; (c) the Company’s finance team has reviewed the
books and records of PETS, but no disbursement matching the description of the Purported
Payment has been identified in PETS’s financial systems, bank statements, cash ledgers, or any
other record of transactions; (d) the Company is not aware of any of the members of the
Group, nor any other Directors or Commissioners, being involved in the Allegation; (e) the
Honorary Council has issued the Council Letter to confirm that the entire complaint process
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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--- page 310 ---
relating to the Allegation has been finalized and completed; and (f) the Honorary Council is
the competent authority to issue the Council Letter, (i) the Company believes that the
Allegation is unsubstantiated and does not consider that the Allegation would bring any
material adverse impact to the Group, its Directors, Commissioners or committee members,
and (ii) nothing has come to the attention of the Company and the Indonesian legal adviser
that would raise any concern over the issue of integrity or character of Mr. Abidin which
would cast doubt on his suitability to serve as a Director under Rules 3.08 and 3.09 of the
Listing Rules.
In addition, based on the public information and other information made available to the
Company’s Indonesian legal adviser, as at the Latest Practicable Date, Mr. Abidin is not
involved in any litigation or formal investigation by any government authorities in the
capacity of a suspect. Specifically regarding the Allegation, as of the Latest Practicable Date,
there is no evidence of indication linking Mr. Abidin to any wrongful act. Accordingly, the
Company’s Indonesian legal adviser considers that Mr. Abidin is not involved in any wrongful
act and satisfies the director suitability requirements under the applicable Indonesian laws
and regulations.
Based on the independent due diligence conducted by the Joint Sponsors, in particular having
taken into account (a) the reasons considered by the Company as disclosed above; (b) the view
of the Company’s Indonesian legal adviser that the Allegation does not affect Mr. Abidin’s
eligibility to act as a director of a publicly listed company under Indonesian laws; and (c) the
legal opinion obtained from the Company’s Indonesian legal adviser in relation to the Council
Letter, nothing has come to the attention of the Joint Sponsors which casts reasonable doubt
on the above view of the Company that (a) the Allegation did not adversely affect Mr. Abidin’s
suitability to act as a Director under Rules 3.08 and 3.09 of the Listing Rules; (b) the
Honorary Council is the competent authority to issue the Council Letter; (c) the entire
complaint process relating to the Allegation has been finalized and completed; and (d) solely
based on the legal opinion obtained from the Company’s Indonesian legal adviser in relation
to the Council Letter, there is no other party that is empowered to request the Honorary
Council to overturn its decision as set out in the Council Letter.
The Company has adopted anti-bribery and anti-corruption polices to ensure that business
interactions with the government and the Company’s partners are carried out in a
professional, fair and law-abiding manner with high integrity. In particular, the Company and
its employees are prohibited from, among other things, (i) paying, giving or receiving value or
something of value, or things for institutions or commercial entities or government officials
for the sake of obtaining business benefits; (ii) giving or receiving facilitation payments; or
(iii) promising, offering, giving, requesting or receiving anything of value, which may
influence or appear to affect a bona fide or good relationship between the Company or its
employees and other parties. In addition, the employees and partners of the Company (either
individually or in groups) are also prohibited from carrying out, participating or being
involved in acts of corruption, such as (a) providing assistance, opportunities, facilities or
information to, or conspiracy with, government officers or other parties; or (b) conducting
bribes with government officials or other parties to gain profit or take personal advantage of
certain parties.
PRACTICES OF THE BOARDS
Duties and Responsibilities of Directors and Commissioners
It is mandatory under the Indonesian Companies Law for companies incorporated in
Indonesia to adopt a two-tier board structure comprising the Board of Directors and Board
of Commissioners with distinctive and separate roles in managing and supervising the
Company’s operation. The Board of Directors is the executive body of the Company and is
responsible for the full management of the Company in accordance with its purposes and
objectives. The Board of Directors represents the Company both inside and outside the court
and has authority over all operational and strategic decisions relating to the day-to-day
management of the Company. The Board of Commissioners is a non-executive supervisory
body whose role is supervisory and advisory in nature. The Board of Commissioners oversees
the policies of management and the general course of the Company’s operations and provides
advice to the Board of Directors. While the Board of Commissioners exercises oversight and
ensures accountability and alignment with shareholders’ interests, it does not participate in or
manage the day-to-day operations of the Company.
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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--- page 311 ---
According to the Indonesian Companies Law, both Directors and Commissioners owe
fiduciary duties to the Company. These duties include the obligation to act in good faith, with
full responsibility, and in the best interest of the Company. Members of the Board of
Directors are responsible for the proper management of the Company. Each Director may be
held personally liable for losses incurred by the Company if such losses arise from fault,
negligence, or breach of fiduciary duty in the performance of his or her responsibilities.
Members of the Board of Commissioners, similarly, in exercising their supervisory function,
are required to act in good faith, with due care and in the best interest of the Company, also
responsibility in supervising and advising the Board of Directors. The Board of
Commissioners exercises their supervisory authority collectively. The Board of Commissioner
may also be held personally liable for losses suffered by the Company resulting from a failure
to properly supervise, unless they can demonstrate that: (i) they have performed their duties in
good faith and with due care, (ii) they had no direct or indirect personal interest in the
management actions that caused the loss, and (iii) they have provided advice or taken actions
intended to prevent or mitigate such loss. This statutory separation of executive management
and supervisory oversight forms a core element of the Company’s corporate governance
framework and ensures clear accountability, checks and balances, and alignment with
Indonesian legal requirements.
The Board of Directors is responsible for the full and effective management of the Company
and for executing the Company’s strategy in accordance with its purposes and objectives. In
performing its duties, the Board of Directors handles day-to-day operational and business
matters, including entering into transactions, managing assets, representing the company in
legal and business matters as well as overseeing the financial reporting obligations, and
ensuring compliance with the applicable laws and regulations. The Board of Directors
represents the Company both inside and outside the court and is responsible for ensuring the
integrity of the Company’s financial reporting, internal control systems, and statutory
reporting obligations.
Pursuant to the Company’s Articles of Association, members of the Board of Directors are
appointed by the general meetings of shareholders, each for a term commencing from their
appointment until the closing of the third annual general meeting of shareholders thereafter,
without prejudice to the right of the general meeting of shareholders to dismiss them at any
time in accordance with applicable laws and the Articles of Association. Upon the expiration
of their term, such members may be reappointed by the general meeting of shareholders.
The Board of Commissioners performs supervisory and advisory functions and oversees the
management policies, the general course of management, both concerning the Company and
its business. The Board of Commissioners provides advice to the Board of Directors and
ensures the management actions are carried out in accordance with applicable laws, the
Company’s Articles of Association and the Company’s best interests. In exercising its
supervisory authority, the Board of Commissioners acts collectively. Under the Indonesian
Companies Law, the Board of Commissioners is empowered to temporarily suspend one or
more members of the Board of Directors, provided that clear and specific reasons for the
suspension are stated. During the suspension period, the suspended Director is not permitted
to perform any managerial functions.
As the authority to dismiss and appoint Directors ultimately resides with the general meeting
of shareholders, the Board of Commissioners shall subsequently convene a general meeting of
shareholders to determine whether such suspension should be upheld as a permanent
dismissal or revoked. Such general meeting of shareholders should be held no later than 90
days from the date of the temporary dismissal. The suspended Director must be afforded the
opportunity to present his or her defense, consistent with the director’s right to be heard
before a final dismissal decision is adopted by the shareholders in the general meeting of
shareholders under the Indonesian Laws. At the same general meeting of shareholders, the
shareholders may resolve to appoint any new Director to fill any vacancy arising from such
dismissal.
Members of the Board of Commissioners are appointed by the general meeting of
shareholders for a term commencing from their appointment until the closing of the third
annual general meeting of shareholders thereafter, without prejudice to the right of the
general meeting of shareholders to dismiss them at any time in accordance with applicable
laws and the Articles of Association. Upon the expiration of their term, such members may be
reappointed by the general meeting of shareholders.
Independent Commissioners
Under the Indonesian Companies Law, companies incorporated in Indonesia adopt a two-tier
board structure comprising a Board of Directors and a Board of Commissioners. In this
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structure, members of the Board of Directors perform executive management functions and
are considered senior management of the Company. Accordingly, Indonesian companies do
not appoint independent non-executive directors in the same manner as companies
incorporated in jurisdictions with a single-board structure.
Instead, Indonesian law and applicable capital market regulations require certain members of
the Board of Commissioners to qualify as Independent Commissioners. Independent
Commissioners must satisfy statutory independence requirements and must not have
affiliations with the controlling shareholders, members of the Board of Directors, other
members of the Board of Commissioners, or the Company that could affect their ability to
exercise independent judgment.
The roles and responsibilities of the Independent Commissioners are substantially equivalent
to those required of independent non-executive directors under the Listing Rules. In
particular, Independent Commissioners are expected to: (i) remain informed of the
Company’s business, financial performance, and corporate affairs and monitor the Company’s
performance in achieving agreed corporate goals and objectives, (ii) provide independent
judgment on matters of strategy, policy, performance, accountability, risk management,
internal controls, resources, key executive appointments, and standards of conduct, (iii)
oversee financial reporting and ensure the integrity of performance reporting, (iv) review and
assess major transactions and significant corporate actions, and (v) take the lead in
addressing and managing potential conflicts of interest.
To align with the requirements of the Listing Rules, the Company has applied for, and the
Stock Exchange has granted, a waiver from strict compliance with the requirement under
Rules 3.10 and 3.10A of the Listing Rules, which require the appointment of at least three
independent non-executive directors representing at least one-third of the issuer’s Board of
Directors. The waiver is granted on condition that the Independent Commissioners will
assume and perform all the duties and obligations required to be performed by independent
non-executive directors under the Listing Rules. For further details, please refer to the section
in this prospectus headed “Waivers and Exemptions — Appointment of independent
non-executive directors”.
BOARD COMMITTEES
In accordance with applicable Indonesian regulations and to further strengthen its corporate
governance framework, the Company has established two committees under the Board of
Commissioners: (i) the Audit Committee, and (ii) the Nomination and Remuneration
Committee. Each committee operates pursuant to a written charter that clearly defines its
authority, composition and responsibilities, consistent with applicable Indonesian
regulations. The composition and principal duties of each committee are described below.
Audit Committee
In accordance with OJK Regulation, the Company has established an Audit Committee with
Mr. Heri Sunaryadi, Mr. Aria Kanaka and Mr. Atik Wijaksono Susanto being the current
members. Mr. Heri Sunaryadi is the chairman of the Audit Committee. The Audit Committee
convenes meetings at least once every three months, with additional meetings held as
necessary.
Under the charter of the Audit Committee, the Audit Committee is responsible for, among
other things:
• reviewing financial information to be disclosed by the Company to the public and/or
regulatory authorities, including financial statements, projections and other financial
reports;
• reviewing compliance with laws and regulations relevant to the Company’s activities;
• providing independent opinions in the event of differences of opinion between
management and the public accountant;
• providing recommendations to the Board of Commissioners regarding the
appointment, dismissal or replacement of the public accountant and/or public
accounting firm based on independence, scope of engagement and audit fees;
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• reviewing the implementation of internal audit examinations and oversees follow-up
actions taken by the Board of Directors;
• reviewing the implementation of risk management activities;
• evaluating complaints relating to the Company’s accounting processes and financial
reporting;
• reviewing the independence and objectivity of the public accountant;
• evaluating the implementation of audit services for the Company’s annual historical
financial information, provides advice to the Board of Commissioners regarding
potential conflicts of interest involving the Company; and
• maintaining the confidentiality of the Company’s documents, data and information.
Members of the Audit Committee also include two external independent professionals as
appointed to maintain the independence of the committee. Set forth below are the biographies
of such members:
Mr. Aria Kanaka , aged 52, was appointed as a member of the Audit Committee in June 2025.
Mr. Kanaka has served as partner at Mazars (an audit and accounting firm) in Indonesia since
2014 and he is currently its Head of Audit & Assurance. He is also a lecturer of the
Department of Accounting at Universitas Indonesia.
Mr. Kanaka has been holding positions of independent commissioner of PT Gihon
Telekomunikasi Indonesia Tbk since December 2017 and has also been a member of the audit
committee of PT Merdeka Battery Materials Tbk since January 2023. He was previously an
audit committee member of Provident Agro (now PT Provident Investasi Bersama Tbk) from
2013 to 2022. He also sits as the Chairman of Quality Review and as a member of the
Certification Board of the Indonesian Institute of Certified Public Accountants. Mr. Kanaka
is a Fellow Member of the Institute of Indonesia Chartered Accountants (IAI) and a
Practicing Member of the Indonesian Institute of Certified Public Accountants (IAPI).
Mr. Kanaka received a Bachelor’s degree in Economics, majoring in Accounting, in August
1997 and a Master’s degree in Accounting in August 2010 from Universitas Indonesia, and he
is a registered accountant in Indonesia.
Mr. Atik Wijaksono Susanto , aged 54, was appointed as a member of the audit committee in
June 2025.
Mr. Susanto has been the founding partner of Susanto and Partners since 2018. Prior to that,
he was a partner at Oentoeng Suria & Partners in association with Ashurst OSP from 2015 to
2018.
Mr. Susanto has served as a member of the audit committee of MCG since January 2025, PT
Intiland Development Tbk since May 2021, and PT Menteng Heritage Realty Tbk since 2023.
Mr. Susanto has been a member of the Indonesian Advocates Association (Perhimpunan
Advokat Indonesia) and the Association of Financial Sector Legal Consultants (Himpunan
Konsultan Hukum Sektor Keuangan, HKHSK).
Mr. Susanto received a Bachelor of Science degree major in management info systems in June
1993 and a Master of Business Administration degree in June 1994 from the University of
South Alabama, United States of America, and a Bachelor of Laws degree from Universitas
Katolik Atma Jaya in 2003.
Nomination and Remuneration Committee
In accordance with OJK Regulation, the Company has established a Nomination and
Remuneration committee with Mr. Heri Sunaryadi, Mr. Santoso Kartono and Ms. Lilis Halim
being the current members of the committee. Mr. Heri Sunaryadi is the chairman of the
remuneration committee. The Nomination and Remuneration committee convenes meetings
at least once every four months, with additional meetings held as necessary.
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Under the charter of the Nomination and Remuneration committee, the Nomination and
Remuneration committee is responsible for, among other things:
• providing recommendations to the Board of Commissioners regarding the composition
of the Board of Directors and the Board of Commissioners, the policies and criteria
required in the nomination process, and the performance evaluation policies for
members of the Board of Directors and the Board of Commissioners;
• assisting the Board of Commissioners in conducting performance assessments based on
predetermined benchmarks;
• providing recommendations regarding capacity building programs for members of the
Board of Directors and the Board of Commissioners;
• proposing qualified candidates for membership in the Board of Directors and the Board
of Commissioners for submission to the general meeting of shareholders;
• providing recommendations to the Board of Commissioners regarding the
remuneration structure, remuneration policies and the amount of remuneration; and
• assisting the Board of Commissioners in assessing the appropriateness of remuneration
received by each member of the Board of Directors and the Board of Commissioners.
Members of the nomination and remuneration committee also include one external
independent professional as appointed to maintain the independence of the committee. Set
forth below are the biography of such member.
Ms. Lilis Halim , aged 65 was appointed as a member of the Nomination and Remuneration
Committee in June 2025.
Ms. Halim has more than 25 years of experience holding the position of Consulting Director
at Willis Towers Watson, a global advisory firm specialising in work & rewards, human capital
and financial and brokerage services. She is recognised for her expertise in executive
compensation, incentive structures and remuneration governance. She also has experience in
advising human capital matters, including talent retention and workforce-related challenges,
as well as involving in conducting industry surveys on relevant human capital topics.
Ms. Halim previously served as independent commissioner and chair of the nomination and
remuneration committee of PT Kalbe Farma Tbk from May 2019 until May 2025. The
positions she currently holds include member in the nomination and remuneration committee
of MCG since April 2023, an independent commissioner and chair of the nomination and
remuneration committee of PT IMC Pelita Logistik Tbk since 2019, and an independent
commissioner and chair of the audit committee of PT Asuransi Allianz Life Indonesia since
July 2023. After her retirement, Lilis remains with Willis Towers Watson as the President
Commissioner.
Ms. Halim obtained a Bachelor of Science degree from the University of New South Wales in
Sydney, Australia in October 1985.
DIVERSITY, EQUALITY, AND INCLUSIVITY POLICY
To foster a diverse, equitable, and inclusive corporate culture and to maintain the high
standard of corporate governance, the Company has adopted a formal diversity, equality, and
inclusivity policy which sets out the objectives, principles, and framework for promoting
diversity at the Board of Directors and Board of Commissioners (“ Board ”) and senior
management levels, as well as throughout the Company’s Group. The Company recognizes
that diversity contributes to effective oversight, balanced decision-making, and long-term
sustainable growth. In pursuing the Board diversity, the Company considers a broad range of
factors, including but not limited to: (i) professional experience and industry exposure, (ii)
technical expertise, skills, and knowledge, (iii) gender, (iv) age, (v) cultural and education
background, (vi) ethnicity and (vii) length of service with our Company.
The Company’s Directors and Commissioners collectively bring a balanced mix of knowledge,
skills and experience, including the areas of business management, engineering, extraction
metallurgy, finance and accounting, economics, automation and international relations. They
obtained academic qualifications in various disciplines, including engineering, business and
DIRECTORS, SENIOR MANAGEMENT AND COMMISSIONERS
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international relations. Furthermore, our Board also has a wide age range, ranging from 43
years old to 67 years old. The Company has taken, and will continue to take, active steps to
promote gender diversity at all levels of our Company’s Group, including but not limited to
the Board also the senior management levels. The Company remains committed to improving
gender representation over time, taking into account its business development needs and
talent pipeline.
Going forward, the Company will continue to assess its Board composition in light of its
evolving business strategy and operational requirements, with a view to maintaining an
appropriate balance of skills, experience, independence, and diversity. All Board
appointments will be made on the basis of merit, having due regard to the benefits of diversity
and the overall effectiveness of the Board.
The nomination and remuneration committee is responsible for ensuring the structure, size,
and composition of the diversity of our Board members. The committee periodically reviews
the Company’s diversity profile (including gender balance) from time to time with reference to
our diversity, equality, and inclusive policy to ensure its continued effectiveness.
CONFIRMATION FROM OUR DIRECTORS AND COMMISSIONERS
Save as disclosed above, none of the Directors and Commissioners of our Company has been
a director of any public company the securities of which are listed on any securities market in
Hong Kong or overseas in the three years immediately preceding the date of this Prospectus.
Save as disclosed above, none of the Directors and Commissioners of our Company is related
to any other Directors or Commissioners of our Company.
Save as disclosed above, to the best knowledge, information and belief of our Directors and
Commissioners having made all reasonable inquiries, there was no other matter with respect
to the appointment of our Directors and Commissioners that needs to be brought to the
attention of the Shareholders and there was no information relating to our Directors that is
required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules as of the
Latest Practicable Date.
Each of our Directors and Commissioners confirms that he or she (i) has obtained the legal
advice referred to under Rule 3.09D of the Listing Rules in February 2026, and (ii)
understands his or her obligations as a director or commissioner of a listed issuer under the
Listing Rules.
Each of the independent Commissioner has confirmed (i) his/her independence as regards
each of the factors referred to in Rules 3.13(1) to (8) of the Listing Rules, (ii) he/she has no
past or present financial or other interest in the business of the Company or its subsidiaries or
any connection with any core connected person of the Company under the Listing Rules as of
the Latest Practicable Date, and (iii) that there are no other factors that may affect his/her
independence at the time of his/her appointments.
Save as otherwise disclosed in this Prospectus, each of our Directors and Commissioners
confirms that, as of the Latest Practicable Date, he or she does not have any interest in any
business which competes or is likely to compete, whether directly or indirectly, with the
Company’s business, and which would require disclosure pursuant to Rule 8.10 of the Listing
Rules.
COMPENSATION OF THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS
Our Directors and Commissioners receive remuneration in the form of fees, salaries,
allowances, discretionary bonuses, contributions to statutory retirement and other benefit
scheme contributions and other benefits in kind, as determined in accordance with the
Company’s remuneration policies and subject to approval by the general meeting of
shareholders where required under applicable Indonesian laws and regulations.
For each of the three years in the period ended 31 December 2025, the Company paid an
aggregate cash compensation of approximately US$166,068, US$159,581 and US$154,420
respectively, to our Directors and Commissioners. The Company has not set aside or accrued
any amount to provide pension, retirement or other similar benefits to our Commissioners
and directors. In accordance with Indonesian laws and regulations, our Indonesian
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subsidiaries are required by law to make contributions equal to certain percentages of each
employee’s salary for his or her health insurance and work accident insurance.
During the Track Record Period, no remuneration was paid by the Company to, or receivable
by, our Directors, Commissioners or the five highest paid individuals as an inducement to join
or upon joining our Company or as compensation for loss of office in connection with the
management positions of our Company or any of our subsidiaries.
During the Track Record Period, none of our Directors or Commissioners waived any
remuneration. Save as disclosed above, no other payments were paid, or are payable, by the
Company or any of its subsidiaries to our Directors or the five highest paid individuals during
the Track Record Period.
COMPLIANCE ADVISER
The Company has appointed Somerley Capital Limited as its compliance adviser (the
“Compliance Adviser ”), upon listing of our HDRs on the Hong Kong Stock Exchange in
compliance with Rule 3A.19 of the Hong Kong Listing Rules. Pursuant to Rule 3A.23 of the
Hong Kong Listing Rules, the Compliance Adviser will provide advice to us when consulted
by us in the following circumstances: during the period of appointment, our Company must
consult with, and if necessary, seek advice from the compliance adviser on a timely basis in the
following circumstances:
• before the publication of any regulatory announcement, circular and financial report;
• where the Company’s business activities, developments or financial results materially
deviate from any forecast, estimate or other information in this prospectus; and
• where the Hong Kong Stock Exchange makes an inquiry of the Company regarding
unusual movements in the price or trading volume of our HDRs under Rule 13.10 of the
Listing Rules.
The term of the Compliance Adviser’s appointment shall commence on the Listing Date and
shall end on the date on which the Company distributes its annual report in respect of its
financial results for the first full financial year commencing after the Listing Date, unless
terminated earlier in accordance with the terms of the compliance adviser agreement and the
Listing Rules.
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FUTURE PLANS
See “Business — Business Strategies” for a detailed description of our future plans.
REASONS FOR THE SECONDARY LISTING
Our proposed secondary listing on the Hong Kong Stock Exchange represents a strategic
initiative to strengthen the Company’s capital market platform and enhance its international
profile. We believe that secondary listing on the Hong Kong Stock Exchange would diversify
and broaden our shareholder base by attracting international institutional investors, improve
trading liquidity through access to deeper global capital markets, strengthen corporate
governance and reporting standards through compliance with international regulatory
frameworks, and funding flexibility for project development and growth initiatives. We believe
that a Hong Kong listing will further support our longterm development objectives by
enhancing our accessibility to international investors seeking exposure to Indonesia’s gold
sector, subject to applicable regulatory requirements and market conditions.
PROCEEDS FROM THE GLOBAL OFFERING
We will not receive any of the net proceeds from the Global Offering. The Selling
Shareholders will receive all the net proceeds from the Global Offering.
FUTURE PLANS AND PROSPECTS
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A deposit agreement has been entered into in respect of the secondary listing. This section
includes a summary of the principal terms of the Deposit Agreement. Because it is a
summary, it does not contain all the information that may be important. For more complete
information, you should read the entire Deposit Agreement and the form of HDR which
contains the terms of HDSs. A copy of the Deposit Agreement is available for inspection as
provided in Appendix VI to this prospectus.
LISTING
Application has been made to the Listing Committee for granting the admission to the
secondary listing on the Main Board of the Hong Kong Stock Exchange of, and permission to
deal in, the HDRs. Application has been made in respect of up to 589,254,600 HDRs.
The HDRs will be denominated in HK dollars and have no par value.
TERMS OF HDRS
Each HDR will be issued against a HDS held by the Custodian for the account of the
Depositary on behalf of the HDR Holders. The Depositary holds the HDRs on trust for the
sole benefit of the HDR Holders.
JPMorgan Chase Bank, N.A., as Depositary, will issue (as agent of the Company) HDRs
representing the HDSs to investors in the HDRs pursuant to the Global Offering.
Each HDS will represent an ownership interest in 10 Shares and will be deposited with the
Custodian, as agent of the Depositary, under the Deposit Agreement.
The Custodian will hold the Shares for the account of the Depositary on behalf of the HDR
Holders, segregated from all other property of the Custodian.
In the future, the HDSs will also represent any securities, cash or other property deposited
with the Depositary or the Custodian for the account of the Depositary on behalf of the HDR
Holders. The HDSs will be registered in the HDR register in registered form and will be in
either certificated form or book-entry form. Computershare Hong Kong Investor Services
Limited at 46/F, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, will be in
charge of keeping the records of all registered HDR Holders.
The Depositary’s representative office is located at 8 Connaught Road, Chater House, 18/F,
Central, Hong Kong.
Holders may hold HDSs either directly (in physical form) or indirectly (in electronic
book-entry form) through their broker or other financial institution. If they hold HDSs
directly, by having a HDS registered in their name in the HDR register, they are a HDR
Holder. This description assumes direct holding of HDSs. If holders hold the HDSs through
their broker or financial institution nominee, they must rely on the procedures of such broker
or financial institution to assert the rights of a HDR Holder described in this section. They
should consult with their broker or other professional adviser to find out what those
procedures are.
HDR Holders are not Shareholders. Indonesian law governs the rights of Shareholders.
Because the Depositary or its nominee will be the holder of record for the Shares represented
by all outstanding HDSs, Shareholder rights rest with such holder of record. HDR Holders
only have the contractual rights set forth on their behalf under the Deposit Agreement and
must rely on the Depositary to exercise on the rights attaching to the Shares, including the
right to attend and vote at the Company’s general meeting of shareholders in the capacity as
our Shareholders, on their behalf. For details of the material Shareholder protections in
Indonesia, see “Appendix IV — Summary of the Constitution of the Company and the
Indonesian Companies Law” in this Prospectus. The obligations of the Depositary and its
agents are also set out in the Deposit Agreement. As the Depositary or its nominee will be the
registered holder of the Shares underlying the HDSs, HDR Holders will not be recognized as
shareholders of the Company under Indonesian law and may only exercise rights in respect of
the Shares through the Depositary in accordance with the Deposit Agreement. The Deposit
Agreement is governed by Hong Kong law and the HDRs will be created under and governed
by Hong Kong law.
LISTING, TERMS OF DEPOSITARY RECEIPTS AND THE DEPOSIT
AGREEMENT, REGISTRATION, DEALINGS AND SETTLEMENT
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SHARE DIVIDENDS AND OTHER DISTRIBUTIONS
How will dividends and other distributions on the Shares underlying the HDSs be received?
We may make various types of distributions with respect to our securities. The Depositary has
agreed that, to the extent practicable, it will pay the cash dividends or other distributions it or
the Custodian receives on Shares or other deposited securities, after converting any cash
received into HK dollars and, in all cases, making any necessary deductions provided for in
the Deposit Agreement. Any conversion of dividends paid in a currency other than HK
dollars will occur at the available market rates prevailing at the time of conversion.
Except as stated below, the Depositary will deliver such distributions to HDR Holders in
proportion to their interests in the following manner:
• Cash. The Depositary will distribute any HK dollars available to it resulting from a cash
dividend or other cash distribution or the net proceeds of sales of any other distribution
or portion thereof (to the extent applicable), on an averaged or other practicable basis,
subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being
impermissible or impracticable with respect to certain registered HDR Holders, and
(iii) deduction of the Depositary’s expenses in (1) converting any foreign currency to
HK dollars to the extent that it determines that such conversion may be made on a
reasonable basis, (2) transferring foreign currency or HK dollars to Hong Kong by such
means as the Depositary may determine to the extent that it determines that such
transfer may be made on a reasonable basis, (3) obtaining any approval or license of any
governmental authority required for such conversion or transfer, which is obtainable at
a reasonable cost and within a reasonable time and (4) making any sale by public or
private means in any commercially reasonable manner; provided, however, that in the
event that any of the deposited Shares is not entitled, by reason of its date of issuance,
or otherwise, to receive the full amount of such cash dividend or distribution, the
Depositary shall make appropriate adjustments in the amounts distributed to the HDR
Holders issued in respect of such Shares; and provided, further, that in the event that
the Company or the Depositary shall be required to withhold and does withhold from
any cash dividend or other cash distribution in respect of any HDSs an amount on
account of taxes, the amount distributed on the HDRs issued in respect of such
deposited Shares shall be reduced accordingly. The Depositary determines in its
discretion that it would not be permitted by applicable law, rule or regulation, or it
would not otherwise be practicable, to convert foreign currency into Hong Kong dollars
and/or distribute such Hong Kong dollars to any or all of the Holders entitled thereto,
the Depositary may in its discretion distribute some or all of the foreign currency
received by the Depositary as it deems permissible and practicable to, or retain and hold
such foreign currency uninvested and without liability for interest thereon for the
respective accounts of, the HDR Holders entitled to receive the same.
• Shares. In the case of a distribution in Shares, the Depositary will issue additional
HDRs to evidence the number of HDSs representing such Shares. Only whole HDSs
will be issued. Any Shares comprised in a distribution which would result in fractions of
HDSs will be sold and the net proceeds will be distributed in the same manner as a cash
distribution to the HDR Holder entitled thereto.
• Rights to receive additional Shares. In the case of a distribution of rights to subscribe
for or acquire additional Shares or other similar rights, if we provide evidence
satisfactory to the Depositary that it may lawfully distribute such rights, the Depositary
will distribute warrants or other instruments in the discretion of the Depositary
representing such rights. The Company has given no undertaking and is not obliged to
provide such evidence to the Depositary in case it distributes rights to receive additional
Shares. However, if we do not furnish such evidence, the Depositary may:
o sell such rights if practicable and distribute the net proceeds in the same manner
as cash to the HDR Holders entitled thereto; or
o if it is not practicable to sell such rights, do nothing and allow such rights to
lapse, in which case HDR Holders will receive nothing
LISTING, TERMS OF DEPOSITARY RECEIPTS AND THE DEPOSIT
AGREEMENT, REGISTRATION, DEALINGS AND SETTLEMENT
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• Other distributions. In the case of a distribution of securities or property other than
those described above, the Depositary may either (i) distribute such securities or
property in any manner that it deems equitable and practicable; or (ii) to the extent the
Depositary deems distribution of such securities or property not to be equitable and
practicable, sell such securities or property and distribute any net proceeds in the same
way it distributes cash.
If the Depositary determines that any distribution described above is not permissible by
applicable law, rule or regulation, or is not otherwise practicable with respect to any or all
HDR Holders, the Depositary may in its discretion make such distribution as it so deems
permissible and practicable for such HDR Holder, including the distribution of foreign
currency, securities or property, or it may retain such items, without paying interest on or
investing them, on behalf of the HDR Holder as deposited securities, in which case the HDRs
will also represent the retained items.
Any HK dollars will be distributed by cheques for whole dollars and cents. Fractional cents
will be withheld without liability and dealt with by the Depositary in accordance with its then
current practices.
The Depositary is not responsible if it decides that it is unlawful or impractical to make a
distribution available to any HDR Holders.
There can be no assurance that the Depositary will be able to convert any currency at a specified
exchange rate or sell any property, rights, Shares or other securities at a specified price, nor that
any of such transactions can be completed within a specified time period.
DEPOSIT, WITHDRAWAL AND CANCELLATION
How does the Depositary register title to HDSs?
The Depositary shall appoint and may remove the HDR Registrar, who will satisfy the
requirements under the Listing Rules, to maintain the HDR Register and to register HDSs,
HDRs and transfers, combinations and splitups of HDRs and to countersign HDRs in
accordance with the terms of any such appointment. The Depositary will register title to
HDSs if Shareholders or their broker deposit Shares or evidence of rights to receive Shares
with the Custodian and pay the fees and expenses owing to the Depositary.
Shares deposited with the Custodian might be required to be accompanied by certain delivery
documentation, including instruments showing that such Shares have been properly
transferred or endorsed to the person on whose behalf the deposit is being made.
The Custodian will hold all deposited Shares for the account of the Depositary on behalf of
the HDR Holders. HDR Holders thus have no direct ownership interest in the Shares and only
have such rights as are contained in the Deposit Agreement. The Custodian will also hold any
additional securities, property and cash received on or in substitution for the deposited
Shares. The deposited Shares and any such additional items are referred to as “deposited
securities”.
Upon each deposit of Shares, receipt of the related delivery documentation and compliance
with the other provisions of the Deposit Agreement, including the payment of the fees and
charges of the Depositary and any taxes or other fees or charges owing, the Depositary will
issue a HDR(s) in the name or upon the order of the person entitled thereto evidencing the
number of HDSs to which such person is entitled.
LISTING, TERMS OF DEPOSITARY RECEIPTS AND THE DEPOSIT
AGREEMENT, REGISTRATION, DEALINGS AND SETTLEMENT
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Please see below a flowchart illustration on the typical circumstances of HDR issuance:
HDR Holder’s Hong Kong broker receives order from HDR Holder to purchase HDRs for delivery to their CCASS account
HDR Holder’s Hong Kong broker executes the trade through Indonesian broker
Indonesian broker delivers ordinary shares to the Custodian
Upon confirmation of receipt of ordinary shares, the Depositary instructs issuance of HDRs
The Depositary instructs HDR Registrar to issue HDRs certificates
Upon receiving issuance fee (HKD0.4 per HDR) from the HDR Holder’s Hong Kong Broker, HDR Registrar increases position of
HDRs on register and deposit the HDR certificate(s) into CCASS
CCASS credits HDR position in DR Registrar’s CCASS account
HDR Registrar instructs its custodian bank to deliver HDRs to the HDR Holder's Hong Kong broker’s CCASS account
HDR Holder’s Hong Kong broker receives HDRs into CCASS account and credits HDR Holder’s account accordingly
HDR RegistrarH
DR Holder’s
Hong Kong Broker
HDR Registrar’s
CCASS Account
/g131/g3 No stamp duty
/g131
/g3 Issuance Fee
CCASS
T
he Depositary
The CustodianIndonesian Broker
1
2
3
4
5
6
7
8
1
2
4
5
6789
Hong Kong
Indonesia
Note:
The issuance process will usually take 2 to 3 business days to complete
3
9
6
HDR Holder
How do HDR Holders cancel an HDS and obtain deposited securities?
A HDR Holder may from time to time surrender the HDRs for cancellation and request for
the Deposited Security represented by the HDSs to be transferred to the name of the HDR
Holder, in each case in accordance with the terms of the Deposit Agreement. The Depositary
will, upon payment of certain applicable fees, stamp duties, charges and taxes and upon
surrender of (i) a certificated HDR in form satisfactory to the Depositary, together with the
HDR Holder’s written order directing the Depositary to cause the Deposited Securities
represented by the HDSs evidenced thereby to be withdrawn and delivered to, or upon the
written order of, any person designated in such order, or (ii) proper instructions and
documentation in the case of a book-entry HDR (i.e. HDR deposited in CCASS and traded
and settled on a book-entry electronic basis), the HDR Holder is entitled to delivery of the
Deposited Securities at the time represented by such HDSs. At the request, risk and expense of
the HDR Holder, the Depositary may deliver such Deposited Securities at such other place
outside the United States as may have been requested by the Holder.
The Depositary may restrict the withdrawal of deposited securities in connection with:
• temporary delays caused by closing our transfer books or those of the Depositary or the
deposit of Shares in connection with voting at a Shareholders’ meeting, or the payment
of dividends;
• the payment of fees, taxes and similar charges;
• compliance with any Hong Kong or foreign laws, governmental regulations relating to
the HDRs or to the withdrawal of deposited securities; or
• any other situation where restriction of the right to withdraw at that time is deemed
advisable by the Depositary.
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Please see below a flowchart illustration on the typical circumstances of HDR cancellation:
HDR Holder’s Hong Kong broker receives an order from HDR Holder to cancel HDRs into ordinary shares
HDR Holder’s Hong Kong broker submits cancellation instruction and pay cancellation fees to HDR registrar. HDR Holder’s Hong Kong broker will then deliver
HDRs to HDR Registrar’s CCASS account
CCASS debit HDRs position in HDR Registrar’s CCASS account and withdraw HDR certificate(s) from its vault
HDR Registrar receives HDR certificates returned from CCASS, cancels HDRs, updates the HDR register
HDR Registrar confirms completion of HDR cancellation to the Depositary that ordinary shares can be released to Indonesian local broker
The Depositary instructs the Custodian to deliver ordinary shares to Indonesian local broker as per the local SSI provided by HDR Holder’s Hong Kong broker
Indonesian local broker receives ordinary shares from the Custodian
HDR Holder H DR RegistrarHDR Holder’s
Hong Kong Broker
HDR Registrar’s
CCASS Account CCASS
The Depositary
The CustodianIndonesian Broker
1
2
3
4
5
6
7
1 2 3 4
5
6
Hong Kong
Indonesia
Not
e: The cancellation process will usually take 3 to 4 business days to complete, provided that CCASS has the required denomination of certificates for withdrawal.
 Otherwise, the process may take up to 7 to 15 business days.
7
RECORD DATES
The Depositary may, after consultation with the Company if practicable, fix record dates
(which, to the extent applicable, shall be as near as practicable to any corresponding record
date set by the Company) for the determination of the registered HDR Holders who will be
entitled (or obligated, as the case may be):
• to bear the responsibility for fees assessed by the Depositary for administration of the
HDR program and for any expenses as further elaborated in the Deposit Agreement;
• to receive any distribution on or in respect of Shares;
• to participate in rights issues;
• to give instructions for the exercise of any voting rights; or
• to receive any notice or to act in respect of other matters and only such HDR Holders
shall be so entitled or obligated,
all subject to the provisions of the Deposit Agreement.
For illustration purposes and pursuant to Indonesian laws, the record date to determine the
eligibility of shareholders to attend a general meeting shall be announced no later than thirty
five (35) clear calendar days prior to the date of the general meeting of shareholders and such
announcement shall be, upon Listing, published on the websites of the Company, the IDX and
the Stock Exchange.
VOTING RIGHTS
How to vote?
HDR Holders are not Shareholders and must rely on the Depositary to exercise on their
behalf the rights that are otherwise available to the Shareholders, including voting rights.
Because the Depositary or its nominee will be the holder of record for the Shares represented
by all outstanding HDSs, Shareholder rights, including the right to appoint a proxy to attend
and vote at our GMS, rest with such holder of record. HDR Holders only have the contractual
rights set forth on their behalf under the Deposit Agreement and must rely on the Depositary
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to exercise on the rights attaching to the Shares on their behalf. In particular, HDR Holders
are not permitted to speak or vote at Shareholders’ meetings in the capacity of HDR Holders
or Shareholders and they may only speak and/or vote by providing instructions to the
Depositary to exercise such rights on their behalf. The HDR provides that, as soon as
practicable after receipt from the Company of notice of any meeting or solicitation of
interests or intention to speak and/or vote at any meeting or proxies shareholders, the
Depositary shall within 1 (one) business day distribute to HDR Holders a notice stating (a)
such information as is contained in such notice and any solicitation materials, (b) that each
HDR Holder on the record date set by the Depositary therefor will, subject to any applicable
provisions of the laws and regulations of Indonesia, be entitled to appoint the Depositary or
other persons as its proxy and instruct the Depositary as to the exercise of the voting rights, if
any, pertaining to the Shares represented by the HDSs evidenced by such HDR Holder’s
HDRs and (c) the manner in which such instructions may be given. Upon receipt of
instructions of a HDR Holder as such record date in the manner and on or before the date
established by the Depositary for such purpose, the Depositary shall endeavor insofar as
practicable and permitted under the provisions of Indonesian law and the constitutional
documents of the Company, to speak and/or to vote or cause to be voted the Shares
represented by the HDSs evidenced by such HDR Holder’s HDRs in accordance with such
instructions. The Depositary will not itself exercise any voting discretion in respect of any
Shares. The Depositary shall have no liability if the obligations above are not complied with.
There is no guarantee that HDR Holders will receive voting materials in time to instruct the
Depositary to vote and it is possible that HDR Holders, or persons who hold their HDSs
through brokers, dealers or other third parties, will not have the opportunity to exercise a
right to vote, although in practice our Company and the Depositary will endeavour to make
arrangements to ensure as far as practicable that all HDR Holders will be able to vote.
Alternatively, if HDR holders wish to attend the GMS to speak, vote and/or to appoint
proxies as shareholder(s), they could surrender their HDRs for cancellation in exchange for
the underlying shares subject to the applicable Indonesian laws.
Shareholders (and HDR Holders) may be required to abstain from voting or may not be
permitted to vote or constitute quorum on certain resolutions. For more details, see “General
Meeting of Shareholders — Quorum of GMS” and “Core Shareholder Protection Standards”
in Appendix IV of this prospectus.
Please see below a flowchart illustration on the typical circumstances of proxy processing on
voting rights:
Hong
Kong
Indonesia
Beneficial
holders
The Company
HDR Registrar
Financial
institutions
Registered
HDR holders
The Depositary
The Stock
Exchange
The Custodian
HDR issuer makes a shareholders’ meeting announcement on record date with entitlement to attend and vot e in the local market and HK
(through the Stock Exchange’s Website).
The Depositary also receives the meeting information from the Custodian.
The announcement uploaded on HKEx’s website becomes available to CCASS and HDR Registrar and public investors
The Depositary provide additional meeting information and proxy materials such as the draft meeting notice and proxy form, to HDR registrar for further review
The Depositary signs off proxy documents and HDR registrar to arrange bulk printing, mailing and dispatch to all HDR holders. In relation to HDR proxy processing,
the Depositary will respond around 30 days before the dispatch date.
HK Financial institutions inform Beneficial holders being their clients
By proxy deadline of the HK Financial institutions to their clients, all instructions from beneficial holders to be sent to the respective HK Financial institutions
By proxy deadline of the CCASS to its clients, all consolidated instructions from HK Financial institutions to be sent to CCASS
By proxy deadline of the HDR Registrar, all instructions from registered holders to be provided directly to the HDR Registrar, while all consolidated instructions
from CCASS to be sent to the HDR Registrar.
HDR Registrar consolidates proxy instructions received and sends proxy summary to the Depositary; the Depositary sends voting instructions in Indonesia
through the Custodian.
1
2
3
4
5
6
7
9
1
2
4
56
7
3
5
8
9
9
8
10
105
CCASS
3
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REPORTS AND OTHER COMMUNICATIONS
Will HDR Holders be able to view our reports?
Subject to such waivers and exemptions from compliance with the requirements of the Listing
Rules as may be granted by the Hong Kong Stock Exchange to us, we will send or otherwise
making available the corporate communication (as defined in the Listing Rules) to our HDR
holders using electronic means and make the corporate communication available on our
website and the Stock Exchange’s website. If we are required to send printed copies of any
notices, reports, voting forms or other communications to HDR Holders under the Listing
Rules or any other laws or regulations, we will make available printed copies thereof to the
Depositary, who will distribute the same to the HDR Holders. Any such documents or
communication will also be made available for inspection at the offices of both the Depositary
and the Custodian listed in the section in this prospectus entitled “Directors, Commissioners
and Parties involved in the Global Offering”.
FEES AND EXPENSES
What are the fees and expenses?
The Depositary may charge each person holding HDSs, including, without limitation,
issuances against deposits of Shares; issuances in respect of Share distributions, rights and
other distributions; or issuances pursuant to a stock dividend or stock split declared by us; or
pursuant to a merger, exchange of securities or any other transaction or event affecting the
HDSs or deposited securities, and each person surrendering HDSs for withdrawal of
deposited securities or whose HDRs are cancelled or reduced for any other reason, HK$0.40,
in accordance with the specific provisions of the Deposit Agreement, for each HDR (or any
portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The
Depositary may sell (by public or private sale) sufficient securities and property received in
respect of Share distributions, rights and/or other distribution prior to such deposit to pay
such charge.
The following additional charges shall be incurred by the HDR Holders, by the beneficial
owners, by any party depositing or withdrawing Shares or by any party surrendering or
receiving HDSs (including, without limitation, issuance pursuant to a stock dividend or stock
split declared by us or an exchange of stock regarding the HDRs or the deposited securities or
a distribution of HDSs), whichever is applicable:
• a fee of up to HK$0.40 per HDS for any cash distribution made, or for any elective
cash/stock dividend offered, pursuant to the Deposit Agreement;
• a fee of up to HK$0.40 per HDS held for the direct or indirect distribution of securities
(other than HDSs or rights to purchase additional HDSs or the net cash proceeds from
the public or private sale of any such securities, regardless of whether any such
distribution and/or sale is made by, for, or received from, or (in each case) on behalf of,
the Depositary, the Company and/or any third party;
• a fee of up to HK$0.40 per HDS per calendar year (or portion thereof) for services
performed by the Depositary in administering the HDRs (which fee may be charged on
a periodic basis during each calendar year and shall be assessed against HDR Holders
(for the avoidance of doubt, including HKSCC Nominees) as of the record date or
record dates set by the Depositary during each calendar year and shall be payable at the
sole discretion of the Depositary by billing such HDR Holders or by deducting such
charge from one or more cash dividends or other cash distributions);
• a cancellation transaction fee of HK$115.00 per cancellation request;
• reimbursement of such fees, charges and expenses as are incurred by the Depositary
and/or any of the Depositary’s agents (including, without limitation, the Custodian,
and expenses incurred on behalf of holders in connection with compliance with foreign
exchange control regulations or any law or regulation relating to foreign investment) in
connection with the servicing of the Shares or other deposited securities, the delivery of
deposited securities or otherwise in connection with the Depositary’s or the Custodian’s
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compliance with applicable law, rule or regulation (which charge shall be assessed on a
proportionate basis against holders as of the record date or dates set by the Depositary
and shall be payable at the sole discretion of the Depositary by billing such holders or
by deducting such charge from one or more cash dividends or other cash distributions);
• stock transfer or other taxes and other governmental charges;
• a transaction fee per cancellation request (including any cancellation request made
through SWIFT, facsimile transmission or any other method of communication);
• transfer or registration fees for the registration of transfer of deposited securities on
any applicable register in connection with the deposit or withdrawal of deposited
securities; and
• expenses of the Depositary in connection with the conversion of foreign currency into
HK dollars,
each in accordance with the specific provisions of the Deposit Agreement.
We will pay all other charges and expenses of the Depositary and any agent of the Depositary
(except the Custodian) pursuant to agreements from time to time between us and the
Depositary. The charges described above may be amended from time to time by agreement
between us and the Depositary.
For costs and expenses that may be incurred in relation to the trading of the HDR, please see
“Conversion of Shares into HDRs-Fees and expenses for conversion from the Listing Date”
below.
RECLASSIFICATIONS, RECAPITALISATIONS AND MERGERS
If we take certain actions that affect the deposited securities, including (i) any change in par
value, split-up, consolidation, cancellation or other reclassification of deposited securities or
(ii) any distributions not made to HDR Holders or (iii) any recapitalization, reorganization,
merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all
the assets of the Company, then the Depositary may choose to:
(1) amend the form of HDR;
(2) distribute additional or amended HDRs;
(3) distribute cash, securities or other property on the record date set by the Depositary;
(4) sell any securities or property received and distribute the proceeds as cash; or
(5) none of the above.
If the Depositary does not choose any of the above options, any of the cash, securities or
other property it receives will constitute part of the deposited securities and each HDS will
then represent a pro-rata interest in such property.
LOST, DESTROYED, STOLEN OR MUTILATED HDR CERTIFICATES
In the event that the certificate to any certificated HDR is lost, destroyed, or stolen, unless the
Depositary has notice that such HDR has been acquired by a bona fide purchaser, the
Depositary shall execute and deliver a new certificated HDR in substitution for such
destroyed, lost or stolen certificated HDR upon the HDR Holder thereof filing with the
Depositary a request for such execution and delivery and a sufficient indemnity bond and
satisfying any other reasonable requirements imposed by the Depositary. In the event that the
certificate to any certificated HDR is mutilated the Depositary shall execute and deliver a new
certificated HDR in exchange and substitution for any mutilated certificated HDR upon
cancellation thereof.
TERMS OF THE DEPOSIT AGREEMENT
The Deposit Agreement is required to be in a form acceptable to the Hong Kong Stock
Exchange.
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APPOINTMENT AND ROLE
Under the Deposit Agreement, the Depositary is appointed to act on our behalf in accordance
with its terms. The Depositary’s role is to issue the HDRs as our agent and to arrange for
deposit of the HDSs which the HDRs represent.
AMENDMENT AND TERMINATION
How may the Deposit Agreement be amended?
Our Company and the Depositary may only amend the terms of the HDRs and Deposit
Agreement in accordance with their provisions, namely in respect of:
• any amendment that imposes or increases any fees or charges payable under a single
head of fee/charge mentioned in “Terms of HDRs — Fees and Expenses” above in
respect of one HDR (stamp duty, stock transfer or other taxes and other governmental
charges, transfer or registration fees, costs for SWIFT, facsimile transmission or any
other method of communication, delivery costs or other such expenses) by 25% or
HK$1.00 (whichever is the lesser increase) or less from the rate in effect at the time of
proposed amendment shall become effective upon the expiry of 30 days’ notice and
HDR Holders continuing to hold HDRs shall be deemed to consent and agree to such
amendment and to be bound by the relevant Deposit Agreement as amended;
• any amendment that:
– imposes or increases such fees in respect of one HDR by more than 25% or
HK$1.00 (whichever is the lesser increase) from the rate in effect at the time of
proposed amendment; or
– in the sole opinion and absolute discretion (which shall be exercised with
reasonable care) of our Company, will prejudice any substantial rights of the
HDR Holders (including any amendment that relates to any matter set out in
Rule 19B.16(a) to (t) of the Listing Rules), the Depositary shall provide HDR
Holders with not less than 21 days’ nor more than 60 days’ notice of the proposed
amendment and of HDR Holders’ right to vote for or against such amendment,
the record date for determining entitlement to vote, all necessary details
regarding the procedures for voting and the method and date by which HDR
Holders will be notified of the results, and any HDR Holder who does not vote
(for whatever reason) in accordance with the terms and procedures set out in such
amendment notice shall be taken to have abstained from voting. A proposal for
any such amendment shall be approved by a majority of votes cast in favour, and
votes must be cast in respect of HDRs held by at least three HDR Holders or, if
there are fewer than three HDR Holders, by all HDR Holders who cast their vote.
We may agree with the Depositary to amend the Deposit Agreement and the HDRs without
the consent of the HDR Holders in circumstances other than those described above and such
amendments shall become effective in accordance with the terms of any agreement between us
and the Depositary.
Notwithstanding the foregoing, if any governmental body or regulatory body should adopt
new laws, rules or regulations which would require amendment or supplement of the Deposit
Agreement or the form of HDR to ensure compliance therewith, we and the Depositary may
amend or supplement the Deposit Agreement and the HDRs at any time in accordance with
such changed laws, rules or regulations, which amendment or supplement may take effect
before a notice is given or within any other period of time as required for compliance. No
amendment, however, will impair the right of HDR Holders to surrender their HDSs and
receive the underlying securities, except in order to comply with mandatory provisions of
applicable law.
How may the Deposit Agreement be terminated?
The Depositary may, and shall at our written direction, terminate the Deposit Agreement and
the HDRs by mailing notice of such termination to the HDR Holders at least 30 days prior to
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the date fixed in such notice for such termination. However, (i) if the Depositary has resigned
as Depositary under the Deposit Agreement, it will not provide a termination notice to
registered holders unless a successor Depositary is not operating under the Deposit
Agreement within 60 days of the date of such resignation, and (ii) if the Depositary has been
removed as Depositary under the Deposit Agreement, it will not provide a termination notice
to HDR Holders unless a successor Depositary is not operating under the Deposit Agreement
on the 60th day after our notice of removal was first provided to the Depositary. After
termination, the Depositary’s only responsibility will be (i) to deliver deposited securities to
HDR Holders who surrender their HDRs, and (ii) to hold or sell distributions received on
deposited securities. As soon as practicable after the expiration of six months from the
termination date, the Depositary will sell the deposited securities which remain and hold the
net proceeds of such sales (as long as it may lawfully do so), without liability for interest, in
trust for the pro rata benefit of the HDR Holders who have not yet surrendered their HDRs.
After making such sale, the Depositary shall be discharged from all obligations in respect of
the Deposit Agreement and this HDR except to account for such proceeds and other cash.
After the termination date, we shall be discharged from all obligations under the Deposit
Agreement, except for obligations to the Depositary and its agents.
How may the Custodian be replaced or removed?
The Depositary reserves the right to add to, replace, substitute, discharge or remove a
Custodian or appoint additional custodians, after consultation with our Company to the
extent practicable. The Depositary will give prompt notice of any such action, which will be
advance notice if practicable in accordance with the Listing Rules.
The Custodian may resign from its duties hereunder by serving at least 30 days written notice
to the Depositary. The Custodian ceasing to act hereunder as Custodian shall deliver, upon
the instruction of the Depositary, all deposited securities held by it to a Custodian continuing
to act.
Notwithstanding the foregoing, if the removal of a Custodian is made by the Depositary for
the protection of HDR Holders (including, but not limited to, where (i) the Custodian has
committed a material breach under the custodian agreement and the breach cannot
reasonably be remedied or (ii) the Custodian has become insolvent, or there are legal
restrictions for the appointment of the Custodian and the Depositary and our Company could
reasonably be expected to incur a loss or liability if the Custodian is not removed), the
Depositary is entitled to remove the Custodian immediately.
How may the Depositary be replaced or removed?
The Depositary may resign by written notice to our Company, such resignation to take effect
upon the appointment of a successor Depositary and its acceptance of such appointment as
provided in the Deposit Agreement. The Depositary may at any time be removed by our
Company by no less than 60 days prior written notice and such termination shall take effect
upon the later of the expiry of such 60-day period or the time when a successor depositary has
been appointed and has accepted such appointment as provided in the Deposit Agreement. In
case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall use its best efforts to appoint a successor depositary, which shall be a bank or trust
company having an office in Hong Kong. Every successor depositary shall execute and deliver
to its predecessor and to the Company an instrument in writing accepting its appointment
hereunder, and thereupon such successor depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its predecessor. Any
successor depositary, including in connection with any merger or consolidation of the
Depositary, shall be acceptable to the Stock Exchange of Hong Kong in accordance with the
Listing Rules.
Upon receipt of any notice of resignation from the Depositary or its service of notice on the
Depositary of the termination of its appointment, the Company shall, as soon as practicable,
make appropriate disclosure in accordance with the Listing Rules, including publishing an
announcement of the prospective resignation, removal and/or replacement of the Depositary
and/or the Custodian.
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Limitations on Obligations and Liability to HDR Holders
Limits on our obligations and the obligations of the Depositary; limits on liability to HDR
Holders and holders of HDSs
Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation
of any HDRs, or the delivery of any distribution in respect thereof, and from time to time, we
or the Depositary or the Custodian may require:
• payment with respect thereto of (i) any stamp duty, stock transfer or other tax or other
governmental charge, (ii) any stock transfer or registration fees in effect for the
registration of transfers of Shares or other deposited securities upon any applicable
register and (iii) any applicable fees and expenses described in the Deposit Agreement;
• the production of proof satisfactory to it of (i) the identity of any signatory and
genuineness of any signature and (ii) such other information, including without
limitation, information as to citizenship, residence, exchange control approval,
beneficial ownership of any securities, compliance with applicable law, regulations,
provisions of or governing deposited securities and terms of the Deposit Agreement
and the HDRs, as it may deem necessary or proper; and
• compliance with such regulations as the Depositary may establish consistent with the
Deposit Agreement.
The issuance of HDRs, the acceptance of deposits of Shares, the registration, registration of
transfer, split-up or combination of HDRs or the withdrawal of Shares, may be suspended,
generally or in particular instances, when the HDR Register or any register for deposited
securities or book-entry of the Shares is closed or when any such action is deemed advisable
by the Depositary; provided that the ability to withdraw Shares may only be limited under the
following circumstances (i) temporary delays caused by closing transfer books of the
Depositary or our transfer books or the deposit of Shares in connection with voting at a
Shareholders’ meeting, or the payment of dividends, (ii) the payment of fees, taxes, and
similar charges, and (iii) compliance with any laws or governmental regulations relating to
HDRs or to the withdrawal of deposited securities.
The Deposit Agreement expressly limits the obligations and liability of the Depositary,
ourselves and our respective agents. Neither we nor the Depositary nor any such agent will be
liable for:
• any present or future law, rule, regulation, fiat, order or decree of Indonesia, Hong
Kong, the United States and/or any other country or jurisdiction, or of any
governmental or regulatory authority or any securities exchange or market or
automated quotation system, the provisions of or governing any Deposited Securities,
any present or future provision of the Company’s charter, any act of God, war,
terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions,
extraordinary market conditions, work stoppage, strike, civil unrest, revolutions,
rebellions, explosions, cyber, ransomware or malware attack, computer failure or
circumstance beyond its direct and immediate control shall prevent or delay, or shall
cause any of them to be subject to any civil or criminal penalty in connection with, any
act which the Deposit Agreement or this HDR provides shall be done or performed by
it or them (including, without limitation, voting);
• any non-performance or delay caused in the performance of any act or things which by
the terms of the Deposit Agreement it is provided shall or may be done or performed or
any exercise or failure to exercise any discretion given it in the Deposit Agreement or
the HDR;
• it performs its obligations under the Deposit Agreement and HDRs to the extent they
are specifically set forth in this HDR and the Deposit Agreement without gross
negligence or willful misconduct;
• it takes any action or refrains from taking any action in reliance upon the advice of or
information from legal counsel, accountants, any person presenting shares for deposit,
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any registered HDR Holders, or any other person believed by it to be competent to give
such advice or information; or
• it relies upon any written notice, request, direction or other document believed by it to
be genuine and to have been signed or presented by the proper party or parties.
Neither the Depositary nor its agents have any obligation to appear in, prosecute or defend
any action, suit or other proceeding in respect of any deposited securities or the HDRs. We
and our agents shall only be obligated to appear in, prosecute or defend any action, suit or
other proceeding in respect of any deposited securities or the HDRs, which in our opinion
may involve us in expense or liability, unless indemnity satisfactory to us against all expense
(including fees and disbursements of counsel) and liability is furnished as often as may be
required. The Depositary and its agents may fully respond to any and all demands or requests
for information maintained by or on its behalf in connection with the Deposit Agreement, any
HDR Holder or Holders, any HDRs or otherwise related to the Deposit Agreement or HDRs
to the extent such information is requested or required by or pursuant to any lawful authority,
including without limitation laws, rules, regulations, administrative or judicial process,
banking, securities or other regulators. The Depositary shall not be liable for the acts or
omissions made by any securities depository, clearing agency or settlement system in
connection with or arising out of book-entry settlement of deposited securities or otherwise.
Furthermore, the Depositary shall not be responsible for, and shall incur no liability in
connection with or arising from, the insolvency of the Custodian, if not a branch or affiliate
of JPMorgan Chase Bank, N.A.
Additionally, none of us, the Depositary or the Custodian shall be liable for the failure by any
registered HDR Holders or beneficial owner therein to obtain the benefits of credits on the
basis of non-U.S. tax paid against such holder’s or beneficial owner’s income tax liability.
Neither we nor the Depositary shall incur any liability for any tax consequences that may be
incurred by holders or beneficial owners on account of their ownership of HDRs or HDSs.
Neither the Depositary nor its agents will be responsible for any failure to carry out any
instructions to vote any of the deposited securities, for the manner in which any such vote is
cast or for the effect of any such vote. Neither the Depositary nor any of its agents shall be
liable to HDR Holders or beneficial owners of interests in HDSs for any indirect, special,
punitive or consequential damages (including, without limitation, lost profits) of any form
incurred by any person or entity, whether or not foreseeable and regardless of the type of
action in which such a claim may be brought.
The Depositary may rely upon instructions from the Company or its counsel in respect of any
approval or license required for any currency conversion, transfer or distribution.
The Depositary may own and deal in any class of our securities and in HDRs.
Disclosure of Interest in HDSs
To the extent that (i) the provisions of or any applicable laws and regulations governing any
deposited securities may require disclosure of or impose limits on, or (ii)(a) any competent
authority having jurisdiction over us or (b) we or the Depositary may request disclosure of,
beneficial or other ownership of deposited securities, other shares or other securities of the
Company and may provide for blocking transfer, voting or other rights to enforce such
disclosure or limits, HDR Holders and all persons holding HDRs (except in the case of
HKSCC Nominees) shall comply with all such disclosure requirements and ownership
limitations and to comply with any reasonable Company instructions in respect thereof.
Books of Depositary
The Depositary or its agent will maintain in Hong Kong a register for the registration of issue,
transfer, combination, split-up and cancellation of HDRs. HDR Holders may inspect such
records at the HDR Registrar’s office at all reasonable times, which office shall be open for
such inspection by HDR Holders and our Company for the purpose of communicating with
other holders in the interest of the business of our Company or a matter relating to the
Deposit Agreement. Such register may be closed from time to time, when deemed expedient by
the Depositary.
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The Depositary will maintain facilities for the delivery and receipt of HDRs.
Deeming provision
In the Deposit Agreement, each registered HDRs and each person holding an interest in
HDSs, upon acceptance of any HDSs (or any interest therein) issued in accordance with the
terms and conditions of the Deposit Agreement will be deemed for all purposes to:
• be a party to and bound by the terms of the Deposit Agreement and the applicable
HDR or HDRs, and
• appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its
behalf and to take any and all actions contemplated in the Deposit Agreement and the
applicable HDR or HDRs, to adopt any and all procedures necessary to comply with
applicable laws and to take such action as the Depositary in its sole discretion may deem
necessary or appropriate to carry out the purposes of the Deposit Agreement and the
applicable HDR and HDRs, the taking of such actions to be the conclusive determinant
of the necessity and appropriateness thereof.
Governing Law and Jurisdiction
The Deposit Agreement and the HDRs shall be governed by and construed in accordance with
the laws of Hong Kong. In the Deposit Agreement, the parties have submitted to the
jurisdiction of the courts of Hong Kong, provided that the parties agree and acknowledge that
if the Company submits to any other jurisdiction, the Depositary shall have the right to bring
proceedings in any court of competent jurisdiction in that other jurisdiction. In addition, the
Company irrevocably waives any objection that it may now or hereafter have to the laying of
venue of any such proceeding. The Company also irrevocably agrees that any legal suit, action
or proceeding against or involving the Depositary brought by the Company, arising out of or
based upon this Deposit Agreement, the HDSs, the HDRs or the transactions contemplated
thereunder, may only be instituted in the courts of Hong Kong.
Indemnification
The Company shall indemnify, defend and save harmless each of the Depositary and its agents
against any loss liability or expense (including reasonable fees and expenses of legal advisers)
which may arise out of acts performed or omitted (i) in connection with the provisions of this
Deposit Agreement and of the HDRs, as the same may be amended, modified or
supplemented from time to time in accordance herewith or (ii) at the direction of the
Company in connection with this Deposit Agreement or the HDRs, as the same may be
amended, modified or supplemented from time to time in accordance herewith, in each case by
either the Depositary or its agents or their respective directors, employees, agents and
affiliates, except for any liability or expense directly arising out of the negligence or willful
misconduct of the Depositary.
THE RIGHTS ACCRUED TO THE HDR HOLDERS PURSUANT TO THE DEED POLL
Our Company and the Depositary have executed a Deed Poll in favour of the HDR Holders.
Pursuant to the Deed Poll, if our Company is in breach of any obligation imposed towards
HDR Holders on it in the Deposit Agreement, any HDR Holder may enforce the relevant
provisions of the Deposit Agreement (as if it is a party to the Deposit Agreement and in the
capacity of the Depositary in respect of the number of HDRs held by the relevant HDR
Holder) against our Company.
Our Company is further required to indemnify the HDR Holder for any direct loss arising
from or incurred as a result of the breach (set out in the preceding paragraph) by our
Company of any provisions of the Deposit Agreement imposing upon our Company any
obligation towards HDR Holders.
Each HDR Holder shall be able to enforce the rights to which it is entitled to pursuant to the
Deposit Agreement against our Company and the Depositary.
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DEALINGS AND SETTLEMENT
Issuance and cancellation of certificated HDRs
The HDR Registrar shall issue a certificated HDR upon receipt of the issuance instruction
from the Depositary on the first Business Day after receipt of that instruction. The
certificated HDR will be ready for collection at the office of the HDR Registrar on the second
Business Day thereafter.
For certificated HDR cancellation, investors are required to present the physical certificate
together with the cancellation instruction and duly executed transfer form stamped by the
Hong Kong stamp office to the HDR Registrar’s counter during its business hours.
HDRs will be eligible for admission into CCASS
Subject to the granting of Secondary Listing of, and permission to deal in, the HDRs on the
Hong Kong Stock Exchange and our Company’s compliance with the admission requirements
of HKSCC, the HDRs will be accepted as eligible securities by HKSCC for deposit, clearance
and settlement in CCASS with effect from the date of commencement of dealings in the
HDRs on the Hong Kong Stock Exchange or any other date as HKSCC chooses. Settlement of
transactions between participants of the Hong Kong Stock Exchange is required to take place
in CCASS on the second settlement day after any trading day. All activities under CCASS are
subject to the General Rules of HKSCC and the HKSCC Operational Procedures. All
necessary arrangements have been made for the HDRs to be admitted into CCASS. Investors
should seek the advice of their stockbroker or other professional advisers for details of the
settlement arrangements as such arrangements may affect their rights and interests.
Commencement of dealings in the HDRs
The HDRs are expected to be issued and dealings in the HDRs on the Hong Kong Stock
Exchange are expected to commence at 9:00 a.m. on Friday, 26 June 2026.
INSPECTION OF THE DEPOSIT AGREEMENT AND THE RELATED DOCUMENTS
Copies of the latest Deposit Agreement and the provisions of or governing the HDSs and any
written communications from our Company will be available for inspection by the HDR
Holders after the Listing at the offices of the Company and at the office of the HDR Registrar
and will be available on our Company’s website and the website of the Hong Kong Stock
Exchange. Each of the HDR Holders will be provided with the proxy card or other relevant
documents from time to time.
FILING, TAXATION AND REPORTING REQUIREMENTS UNDER INDONESIAN LAW
Indonesia Taxation (including Withholding Tax on Dividend Income)
The following is summary of the principal Indonesian tax consequences of the ownership and
transfer of HDRs both for an Indonesian Tax Resident or Non-Indonesian Tax Resident.
Particularly, Indonesian Income Tax imposes a twenty percent (20%) withholding tax on
dividends paid to nonresident investors. The Company paying the dividend is obliged to
withhold the 20% tax, to remit it to the State Treasury, to report it to the Indonesia Tax
Authority (“ ITA”) and to provide the withholding tax slip to the investors as evidence that the
tax has been imposed.
Indonesia adopts worldwide income basis and the income will have to be reported to the
Indonesia Tax Authority on self-assessment principle. The Statute of Limitation in Indonesia
is five years but can be extended to ten years in the case of a tax fraud/tax crime.
Indonesian Individual Tax Resident is an individual that can be Indonesia citizen or foreign
citizen (i) who resides in Indonesia or (ii) who is physically present in Indonesia for more than
183 days within 12-month period or (iii) who is present in Indonesia and intends to reside in
Indonesia, indicated by obtaining a permanent stay permit (“ KITAP ”) or limited stay permit
card (“ VITAS/ITAS ”) or having a contract of employment, business, or activities that are
performed in Indonesia for more than 183 days or residence rent contract for more than 183
days. Failure to satisfy the requirements will result an individual is regarded as
Non-Indonesian Tax Resident.
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Indonesian Entity Tax Resident is a body that is established under Indonesian laws or
domiciled in Indonesia. As opposite, Non-Indonesian Entity Tax Resident is a body that is
established under jurisdiction of other country or not domiciled in Indonesia.
Tax treatment on Dividend for Indonesian Tax Resident
If the Company distributes and pays dividends to Indonesian Tax Resident, the following tax
treatment will apply. Dividend distributed and paid by the Company to the Indonesian Tax
Resident is not a tax object and hence is not subject to withholding tax by the Company and
shall not constitute taxable income for the Indonesian Entity Tax Resident. Whilst for the
Indonesian Individual Tax Resident, it is not subject to withholding tax by the Company but
will constitute taxable income that is subject to 10% final tax for the Indonesian Individual
Tax Resident unless such dividend is invested in Indonesia in certain investment instruments
and for certain period.
In addition to the above, the tax exemption of dividend income is applicable for dividend that
is distributed based on general meeting of shareholders or interim dividend mechanism, in
accordance with prevailing laws and regulations.
Tax treatment on Dividend for Non-Indonesian Tax Resident
Dividend distributed and paid by the Company to the Non-Indonesian Tax Resident is subject
to withholding tax in Indonesia at the rate of 20% (twenty percent) imposed on gross amount
of such dividend. However, if there is Double Taxation Avoidance Agreement (“ DTAA ”), a
lower tax rate may apply if certain conditions are satisfied, e.g. the Non-Indonesian Tax
Resident can provide the Company the valid Form DGT or Form DGT plus Certificate of
Resident in timely manner as well as meet the anti-treaty abuse and beneficial ownership tests.
The Company is the party obliged to withhold the tax with the rate of 20% on income paid to
and received by the recipient that is Non-Indonesian Tax Resident. However, if the
Non-Indonesian Tax Resident is a resident of a country that has signed DTAA with
Indonesia, and can provide to the Company the valid Form DGT or Form DGT plus
Certificate of Resident in timely manner as well as meet the anti-treaty abuse and beneficial
ownership test, so that the Non-Indonesian tax resident is eligible for DTAA benefit, the
Company will have to apply the reduced rate according to DTA, as opposed to 20% rate. So,
the Company is the party that will determine the withholding tax rate to be applied on
distribution and payment of the dividend to each tax resident and make the withholding of
the tax accordingly.
If the Indonesia withholding tax of 20% is imposed and subsequently the beneficial owner of
the dividend income can provide the valid Form DGT (or Form DGT accompanied by a
Certificate of Domicile) so that the reduced treaty rate applies, e.g. reduced to 15%, there is a
mechanism/procedure in Indonesia for the tax-reclaim process so that the 5% difference in
withholding tax can be refunded in Indonesia. This process will have to be initiated by the
foreign beneficial owner of the dividend income that has been subjected to 20% withholding
tax (the HDR holder) giving Power of Attorney (“ POA”) to the Company for the Company to
process the tax-reclaim with the Indonesia Tax Authority. The Company will have to submit
application for this tax-reclaim to the ITA on behalf of the foreign income recipient by
attaching (a) the 20% withholding tax slip, (b) the POA, (c) the valid Form DGT (or Form
DGT accompanied by a Certificate of Domicile) and (d) a statement letter made by the
foreign income recipient to confirm that the 5% withholding tax has not been claimed as
foreign tax credit nor claimed as deductible expense in the income tax calculation in the
respective country. The required documents can be delivered by the foreign beneficial owner
through email to hdr-tax@merdekagoldresources.com. Considering potential complexity in
this process, the foreign income recipient need to appoint tax consultant to submit their tax
reclaim applications in coordination with the Company, when applicable.
Pursuant to the Indonesia-Hong Kong DTAA, the withholding tax on dividend income for
beneficial owner who is a Hong Kong investor is reduced to ten percent (10%). If the
beneficial owner is a company (other than a partnership) that directly holds at least
twenty-five percent (25%) of the capital of the company, the withholding tax shall be further
reduced to five percent (5%).
The reduced treaty rates apply only if (i) the beneficial owner of the dividend income can be
determined and documented and (ii) the beneficial owner can provide a valid Form DGT (or
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Form DGT accompanied by a Certificate of Domicile) to the Company in a timely manner
where (a) the relevant anti-treaty abuse and beneficial ownership requirements stipulated in
the Form DGT are entirely satisfied and (b) the covered period stated in the Form DGT (or
Form DGT accompanied by a Certificate of Domicile) include the period where the
transaction takes place (in this case, the distribution declaration of or payment of the
dividend whichever comes earlier). The Company will subsequently upload the complete set of
the Form DGT (or Form DGT accompanied by a Certificate of Domicile) to the Coretax
system and will receive an electronic receipt. The electronic receipt will have to be forwarded
to the Hong Kong investor to be used if the Hong Kong investor will enjoy DTAA benefit in
transactions with other Indonesian tax residents.
A qualified “Hong Kong Investor” is a non-Indonesian tax resident, including a Hong Kong
tax resident that is beneficial owner of the dividend income and satisfies the following
requirements:
(i) the beneficial owner of the dividend income can be determined and documented; and
(ii) the beneficial owner of the dividend income can provide a valid Form DGT (or Form
DGT accompanied by a Certificate of Domicile is required if the Form DGT is not
signed by the tax authority of the country of domicile) to PT Merdeka Gold Resources,
Tbk (“the Company” as the payor of the dividend) in a timely manner where (a) the
relevant anti-treaty abuse and beneficial ownership requirements stipulated in the Form
DGT are entirely satisfied and (b) the covered period stated in the Form DGT (or Form
DGT accompanied by a Certificate of Domicile) include the period where the
transaction takes place (in this case, the distribution declaration of or payment of the
dividend whichever comes earlier).
The criteria for determining beneficial ownership are set out under Article 19 of Minister of
Finance Regulation Number 112 of 2025 concerning Procedures for the Application of
Double Taxation Avoidance Agreements, as follows:
(1) For non-Indonesia individual taxpayer, such individual does not act as an agent or
nominee.
(2) For non-Indonesia corporate taxpayer, such entity does not act as an agent, nominee, or
conduit company. Further more, the corporation must satisfy the following
requirements:
a. has control over the use or enjoyment of funds, assets, or rights that generate
income from Indonesia;
b. does not use more than 50% (fifty percent) of its income, under any name, in any
form, and from any source, based on the non-consolidated financial statements of
the non-resident taxpayer, to fulfill obligations to other parties, except for
payments in the form of remuneration to:
• employees, provided such remuneration is reasonable in the context of
employment; and
• other parties for costs that are customarily incurred by the non-resident
taxpayer in the course of its business activities.
c. bears the risk in respect of the assets, capital, or liabilities owned; and
d. does not have an obligation, whether written or unwritten, to pass on part or all
of the income received from Indonesia to another party.
Failure to comply with such withholding tax obligation, the Company will be exposed to
potential tax exposure (e.g. issuance of underpayment tax assessment plus tax penalty in the
case of a tax audit).
From Hong Kong tax perspectives, the dividend income to be received by the individual HDR
holders would not be subject to individual income tax in Hong Kong. Therefore, no tax credit
can be claimed in such case.
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In the event that the HDR holders are subject to Hong Kong profits tax, the dividend would
not be chargeable to Hong Kong profits tax as the source of the dividend is offshore sourced
i.e. from the place of business operations of the investee entity, or the place where the investee
entity derived the profit out of which the dividend is paid is not from Hong Kong, unless the
offshore dividend income is taxable under the refined Foreign-sourced Income Exemption
(“FSIE ”) regime.
If the dividend income will be subject to Hong Kong profits tax under the FSIE regime, the
HDR Holders can claim such tax credit in respect of the offshore dividend income which is
subject to double taxation under the Indonesia-Hong Kong DTAA if they are Hong Kong
resident person. The amount of tax credit is capped at the lower of foreign tax paid and the
profits tax that would have been payable on the same income. The tax credit claim is typically
made during the HDR Holders’ annual tax filings for the relevant year of assessment by
including the tax credit claim and detailed calculation as part of the tax return and supporting
tax computation filed to the Hong Kong Inland Revenue Department (“ HKIRD ”). The HDR
holders are also required to provide the tax payment notices or receipts issued by the
Indonesian tax authorities to the HKIRD as the supporting documents.
Tax treatment on Transfer of HDR
For the Indonesian Tax Resident, gain derived from sale/transfer of the HDR or gain derived
from conversion of the HDR into shares of the Company constitutes taxable income that may
be subject to Corporate Income Tax at rate of 22% for Indonesian Entity Tax Resident or
subject to Individual Income Tax at progressive rates from 5% up to maximum of 35% for the
Indonesian Individual Tax Resident. The gain on conversion of HDR into shares of the
Company shall be computed by reference to the market value of shares of the Company.
Please note that this tax treatment applies for Indonesian Tax Resident and an Indonesian
Citizen may not always be qualified as Indonesian Tax Resident (e.g. if the Indonesian Citizen
has been outside of Indonesia for more than 183 days within 12-month period and met certain
requirements such as permanent home/ tempat tinggal , centre of vital interest/ pusat kegiatan
utama , and/or habitual abode/ tempat menjalankan kebiasaan are located or conducted outside
of Indonesia, then he/she will be considered Non-Indonesian Tax Resident).
Whilst for the Non-Indonesian Tax Resident, the gain derived from sale/transfer of the HDR
or gain derived from conversion of the HDR into shares of the Company is not subject to tax
in Indonesia.
If the Indonesian Tax Residents fail to fulfil their obligations as explained above, they will be
exposed to potential tax exposure, i.e. tax underpayment plus tax penalty. In this kind of
situation, in the case of a tax audit, the ITA will normally use the Article 13 paragraph 1 of
the General Tax Provision Law (Undang-Undang tentang Ketentuan Umum dan Tata Cara
Perpajakan) by issuing tax underpayment assessment plus tax penalty of late payment of tax
calculated using the interest rate issue monthly by the Ministry of Finance multiplied with
actual number of months of late payment capped at 24 months. If there is indication of tax
fraud/tax crime, a tax audit status can be increased to Preliminary Evidence type of tax audit
in order for ITA to find strong evidence on the conduct of tax fraud/tax crime of taxpayer
before a tax investigation is initiated. In this case, notification on Instruction to Conduct
Preliminary Evidence Tax Audit will be issued and the on-going tax audit will be temporarily
stopped. Indonesia tax system is also designed to adopt the concept of ultimum remedium
where criminal sanctions are placed as the last resort. This concept prioritizes recovering state
losses (monetary recovery through payment of tax and penalty by the taxpayer) rather than
imprisoning taxpayer.
Stamp Duty
In Indonesia, Stamp Duty is generally imposed on document prepared in or to be used in
Indonesia. For this purpose, the Stamp Duty is IDR10,000 (equivalent to around USD60
cents). Stamp duty becomes due at the time the document is executed or signed.
Hong Kong Exchanges and Clearing Limited (“ HKEX ”) and/or its subsidiaries and affiliated
entities (together, the “ HKEX Companies ”) shall not be liable for any Indonesian withholding
tax on dividend income and capital gains arising from the sale, transfer or conversion of
HDRs, including the circumstances where the relevant transferors or the transferees fail to
paid such capital gain tax or where the Company fails to pay the applicable withholding tax on
dividend income.
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Hong Kong Taxation
Stamp Duty
Dealings in the HDRs registered on the register of HDR holders in Hong Kong will be subject
to Hong Kong stamp duty. Hong Kong stamp duty will be payable by the purchaser on a
purchase, and by the seller on a sale, of the HDRs registered on the register of HDR holders
in Hong Kong. The stamp duty is charged at the ad valorem rate of 0.1% of the consideration
for, or (if greater) the value of, the HDRs transferred on each sale and purchase. In other
words, a total of 0.2% of stamp duty is normally payable on a sale and purchase of the HDRs.
In addition, any instrument of transfer (if required) will be subject to a flat rate of stamp duty
of HK$5.
Profits Tax on Dividend
In the event that the HDR holders are subject to Hong Kong profits tax, the dividend would
not be chargeable to Hong Kong profits tax as the source of the dividend is offshore sourced
i.e. from the place of business operations of the investee entity, or the place where the investee
entity derived the profit out of which the dividend is paid is not from Hong Kong, unless the
offshore dividend income is taxable under the refined Foreign-sourced Income Exemption
(“FSIE ”) regime.
If the dividend income will be subject to Hong Kong profits tax under the FSIE regime, the
HDR Holders claim such tax credit in respect of the offshore dividend income which is subject
to double taxation under the Indonesia-Hong Kong DTAA if they are Hong Kong resident
person. The amount of tax credit is capped at the lower of foreign tax paid and the profits tax
that would have been payable on the same income. The tax credit claim is typically made
during the HDR Holders’ annual tax filings for the relevant year of assessment by including
the tax credit claim and detailed calculation as part of the tax return and supporting tax
computation filed to the HKIRD. The HDR holders are also required to provide the tax
payment notices or receipts issued by the Indonesian tax authorities to the HKIRD as the
supporting documents.
Profits Tax on Transfer of HDR
Hong Kong does not impose capital gains tax. If the taxpayer is regarded as carrying on a
trade, profession, or business of share dealing and the HDRs constitute “trading stocks”
rather than capital assets of the taxpayer, the resulting gains from dealings in the HDRs
arising in or derived from Hong Kong may be subject to Hong Kong profits tax at the
standard rate which is 16.5% for corporations and 15% for unincorporated businesses.
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Please see below a flowchart illustration on the typical circumstances of a transaction
involving HDRs
Profit Tax ReturnHDR
Buyer’s Broker
Sale of shares
Settlement mechanism
Selling HDR
Holder’s Broker Selling HDR Holder
1 12 2 4
3
HDR Buyer
1. Order placement: both the Selling HDR Holder and the HDR Buyer submit their respective sell and
buy orders to their appointed brokers.
2. The sale and purchase transaction is executed on the Stock Exchange.
3. Clearing, settlement, and stamp duty: following execution, the transaction is cleared and registered in
CCASS or the HDR Registrar, as applicable. The Hong Kong Stamp duty is imposed on both the
HDR Buyer and the HDR Seller at the applicable rate (each of 0.1%) and is collected automatically by
the broker through the Stock Exchange’s settlement process if the transaction was conducted on the
Stock Exchange.
4. Any profit or loss arising from the sale of the HDRs is required to be reported in the relevant Hong
Kong Profits Tax Return of a person carrying on a trade, profession or business in Hong Kong. A
pure holding of HDR (investment ownership) is not required to be reported in the Hong Kong tax
return.
Notes:
• If the seller of the HDR is not Indonesian tax resident, there will be no requirement to file the
Indonesia tax return.
• The Group does not bear any withholding tax obligations for HDR Holders.
EACH PROSPECTIVE PURCHASER AND/OR SELLER IS/ARE ADVISED TO
C
ONSULT ITS TAX ADVISORS ABOUT THE PARTICULAR TAX CONSEQUENCES OF
AN INVESTMENT IN OUR HONG KONG DEPOSITORY RECEIPTS
Filing and Reporting Requirements under Indonesian Laws
Among other things, the following requirements or regulations might apply to HDR Holders:
Tax filings
For the Indonesian Tax Resident, gain derived from sale/transfer of the HDR constitutes
taxable income that may be subject to Corporate Income Tax at rate of 22% for Indonesian
Entity Tax Resident (seller) or subject to Individual Income Tax at progressive rates from 5%
up to maximum of 35% for the Indonesian Individual Tax Resident (seller). Whilst for the
Non-Indonesian Tax Resident, the income from sale/transfer of the HDR is not subject to tax
in Indonesia.
Securities interests reporting and filings
Indonesian laws do not specifically prescribe any reporting or disclosure obligations in
relation to depositary receipts. OJK Regulation No 4 of 2024 on the Reports on Ownership of
or Any Ownership Changes in Public Company Shares and Reports on Activities on
Guaranteeing Public Company Shares (“ OJK Reg 4/2024 ”) stipulates reporting requirements
applicable to public companies, including the Company. Pursuant to OJK Reg 4/2024, any
party that holds shares with voting rights of at least five percent (5%) whether held directly or
indirectly in a public company (“ Reporting Party ”) must report to the OJK (i) their ownership
of voting rights in shares; and (ii) any change in the ownership of voting rights in shares
(“Report ”). Any Reporting Party whose percentage of ownership of voting shares falls below
five percent (5%) must also report the change in voting share ownership to the OJK.
In relation to (ii) above, this applies to any change of one percentage point in the ownership of
voting shares from the previous percentage. If the change in the percentage of voting rights in
the shares results in a fractional figure, the ownership percentage shall be rounded down to
determine whether a one-percentage-point change has occurred.
The Report must be submitted immediately, and in any case no later than three (3) business
days from the occurrence of the acquisition of voting rights in shares or any change in the
ownership of voting rights in shares of a public company.
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Pursuant to OJK Reg 4/2024, the Reporting Party includes not only those who directly, but
also those who indirectly, own shares with voting rights through another party, and that such
a party who indirectly own shares through another party constitutes the ultimate beneficial
owner of the shares and/or forms part of the chain of ownership leading to the ultimate
owner.
Therefore, the ultimate beneficial owner falls within the scope of Reporting Party as the scope
of which explicitly includes any party who indirectly own shares with voting rights. In this
regard, any underlying ultimate beneficial owner who meets the criteria of a Reporting Party
(i.e., holding shares with voting rights of at least five percent (5%)) shall be required to submit
the Report.
Any non-compliance to the reporting requirement shall be subject to administrative sanctions
from the OJK in the forms of: (a) written warning; (b) fine, i.e., an obligation to pay a certain
amount of money; (c) restriction of business activities; (d) suspension of business activities;
(e) revocation of business licence; (f) cancellation of approval; and/or (g) cancellation of
registration
Neither Hong Kong Exchanges and Clearing Limited (“ HKEX ”) and/or its subsidiaries and
affiliated companies (including CCASS) (together, the “ HKEX Companies ”), the Company
nor the Depositary will comply with such filing, tax reporting and/or disclosure of interest
obligations as set out above or any other applicable additional obligations on behalf of the
HDR Holders and the HDR Holders shall obtain independent professional advice in order to
comply with the filing, tax reporting, disclosure of interest or other obligations under the then
applicable Indonesian and Hong Kong law. HDR holders and potential investors are
recommended to consult their professional advisers if they are in any doubt as to the taxation
implications of subscribing for, purchasing, holding or disposing of or dealing in HDRs or
exercising any rights attaching to them. None of our Company, our Directors, Commissioners
or the other parties involved in the Listing can accept responsibility for any tax effect on, or
liabilities of, HDR holders resulting from their subscription for, purchase, holding or disposal
of or dealing in HDRs or exercising any rights attaching to them.
CONVERSION OF SHARES TO HDRS
All Indonesian listed companies, including the Company, are unable to issue physical
certificates with respect to the listed shares, except in limited circumstances where scrip shares
may be issued from a scripless system, and all transfers of listed shares of Indonesian listed
companies must be made through the book-entry system operated by KSEI. For transfer of
shares on the stock exchange, title to the Shares of the Company passes to the transferee at the
time when the transferred number of Shares is recorded in the transferee’s account in the
broker under KSEI. For transfer of shares off the stock exchange (over the counter), title to
the Shares of the Company passes to the transferee at the time when the transfer of such
Shares has been duly recorded in the shareholders’ register of the Company, following receipt
of complete and valid transfer documentation.
Accordingly, a Shareholder who wishes to convert his Shares into HDRs will be required to
instruct his KSEI-designated broker to transfer his Shares to the account designated by the
Depositary or its local custodian or agent through the book-entry system operated by KSEI.
The Depositary and the HDR Registrar expect to complete the conversion of Shares to HDRs
within three Business Days. Upon completion of the conversion of the Shares into HDRs, the
names and address(es) of such HDR Holders will appear on the HDR Register. Once any
HDR has been registered to the HDR Register, the HDR certificates may be deposited in
CCASS in accordance with the General Rules of HKSCC and the HKSCC Operational
Procedures. Whether such HDR will be immediately credited to the account of the CCASS
participant for electronic book-entry settlement in CCASS will also be subject to the General
Rules of HKSCC and the HKSCC Operational Procedures.
LISTING, TERMS OF DEPOSITARY RECEIPTS AND THE DEPOSIT
AGREEMENT, REGISTRATION, DEALINGS AND SETTLEMENT
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Fees and expenses for conversion from the Listing Date
The following table sets forth the conversion services offered by the Depositary and HDR
Registrar from the Listing Date:
Conversion of
Shares to HDRs
Trading of HDRs
on the Hong Kong
Stock Exchange
Depositary fees
Maximum issuance and cancellation fee . . . . . HK$0.4/HDS N/A
Trading cost (1)
Stamp duty . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A 0.2%
(0.1% each for the
buyer and the seller)
Note:
(1) Other transaction costs include broker commission, transaction levies, trading fees and safekeeping fees
which depends on the transaction volume and size.
CANCELLATION OF HDRS AND CONVERSION OF HDRS TO SHARES
A
ny HDR Holder whose HDRs are registered on the HDR Register will be able to obtain a
request for conversion form from the HDR Registrar for a conversion of the HDRs to Shares
from the Listing Date. On the return of such form to the HDR Registrar, duly completed,
together with the corresponding HDR certificates and payment for the relevant charges, the
HDR Registrar will arrange for the conversion of such HDRs to Shares. HDRs held in
CCASS must be withdrawn from CCASS in accordance with the General Rules of HKSCC
and the HKSCC Operational Procedures and registered onto the HDR Register before the
conversion.
HDR Holders should note that all Indonesian listed companies, including the Company, do
not issue physical share certificates for listed shares, except in limited circumstances where
physical (scrip) certificates may be issued out of the scripless system in accordance with
Indonesian law procedure and all transfers of listed shares must be made through the
book-entry system operated by KSEI. For transfer of shares on the stock exchange, title to the
Shares of the Company passes to the transferee at the time when the transferred number of
Shares is recorded in the transferee’s account in the broker under KSEI. For transfer of shares
off the stock exchange (over the counter), title to the Shares of the Company passes to the
transferee at the time when the transfer of such Shares has been duly recorded in the
shareholders’ register of the Company, following receipt of complete and valid transfer
documentation. Accordingly, HDR Holders who wish to convert their HDRs into Shares will
require an account opened at a broker recognized by KSEI for deposit of Shares converted
from HDRs.
Where a duly completed request for conversion form is received by the HDR Registrar
together with the corresponding HDR certificate prior to 12:00 noon (Hong Kong time) on a
Business Day, the HDR Registrar expects to complete the conversion to Shares within the next
Business Day. This service will be available to the HDR Holder concerned. Once an HDR has
been converted to Shares, it may be deposited into the relevant HDR Holder’s account opened
at a broker recognized by KSEI for deposit of Shares converted from HDRs in accordance
with the relevant rules and regulations of Indonesia.
LISTING, TERMS OF DEPOSITARY RECEIPTS AND THE DEPOSIT
AGREEMENT, REGISTRATION, DEALINGS AND SETTLEMENT
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Fees and expenses for cancellation from the Listing Date
The cancellation of the HDRs and the conversion of the HDRs into Shares will be subject to
the following conversion fees payable to the HDR Registrar collected on behalf of the
Depositary:
Conversion of
HDRs to Shares
Depositary fees
Maximum issuance and cancellation fee . . . . . . . . . . . . . . . . . . . . . . . HK$0.4/HDR
Cancellation Transaction Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HK$115.00 per
cancellation
request
In addition to the fees charged by the Depositary Bank above, there is CCASS Withdrawal Fee
of HK$3.50 per board lot and odd lot payable to HKSCC Nominees Ltd. The CCASS
withdrawal fee is applicable when the HDRs are held in CCASS.
OTHERS
Rule 19C.11 of the Listing Rules provides that, among other things, Chapter 7 (methods of
listing), Chapter 14 (notifiable transactions) and Chapter 14A (connected transactions) do
not apply to an overseas issuer that has a secondary listing on the Stock Exchange. The
Company has also applied for, and the SFC has granted, a ruling that that the Company is not
a “public company in Hong Kong” for the purpose of the Takeovers Code. Accordingly, the
Company will not be required to, on the Stock Exchange’s website, publish any announcement
or circular with disclosures required under the Listing Rules or the Takeovers Code for its
corporate actions such as rights issue, share repurchase or offering to the public involving
shares listed on the IDX (even though the HDR Holders and their beneficial owners are
entitled to participate in these corporation actions of the Company). However, in compliance
with Rule 13.10B of the Listing Rules, the Company will announce on the Stock Exchange’s
website (by way of overseas regulatory announcement and/or voluntary announcement) any
information released to the IDX (including that of any rights issue, share repurchase or
offering to the public) at the same time as the information is released to the IDX.
After Listing, the Company will continue to monitor the development of the Indonesian laws
(and in case any securities of the Company may be listed on any other stock exchange(s), the
laws of the relevant jurisdiction(s)), including any changes under the applicable laws that
would affect the Company’s compliance with the Core Shareholder Protection Standards, the
Guide for New Listing Applicants or the depository agreement, or would otherwise affect the
tax obligations of HDR Holders or the disclosure of interests obligation by shareholders
holding at least 5% of voting rights. Should there be such potential conflicts in legal
compliance, the Company will provide timely information to the Stock Exchange.
CONSULTATION WITH PROFESSIONAL ADVISERS
Intending HDR Holders are recommended to consult their professional advisers if they are in any
doubt as to the taxation implications of subscribing for, purchasing, holding or disposing of or
dealing in HDRs or exercising any rights attaching to them. It is emphasised that none of our
Company, our Directors, Commissioners or the other parties involved in the Global Offering can
accept responsibility for any tax effect on, or liabilities of, HDR holders resulting from their
subscription for, purchase, holding or disposal of or dealing in HDRs or exercising any rights
attaching to them.
LISTING, TERMS OF DEPOSITARY RECEIPTS AND THE DEPOSIT
AGREEMENT, REGISTRATION, DEALINGS AND SETTLEMENT
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HONG KONG UNDERWRITERS
UBS AG Hong Kong Branch
CLSA Limited
Morgan Stanley Asia Limited
The Hongkong and Shanghai Banking Corporation Limited
China International Capital Corporation Hong Kong Securities Limited
Macquarie Capital Limited
Crédit Agricole Corporate and Investment Bank
DBS Asia Capital Limited
Mizuho Securities Asia Limited
Natixis Hong Kong Branch
Oversea-Chinese Banking Corporation Limited
Societe Generale (incorporated in France with limited liability)
UOB Kay Hian (Hong Kong) Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering. The
Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters subject to the terms and conditions of the International
Underwriting Agreement. If, for any reason, the Offer Price is not agreed between the Overall
Coordinators (for themselves and on behalf of the Underwriters) and our Company, the
Global Offering will not proceed and will lapse.
The Global Offering comprises the Hong Kong Public Offering of initially 8,966,900 Hong
Kong Offer HDRs and the International Offering of initially 80,701,700 International Offer
HDRs, subject, in each case, to reallocation on the basis as described in “Structure of the
Global Offering” as well as to the Over-allotment Option in the case of the International
Offering.
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, the Selling Shareholders are offering
the Hong Kong Offer HDRs (subject to reallocation) for subscription by the public in Hong
Kong in accordance with the terms and conditions of this prospectus and the Hong Kong
Underwriting Agreement.
Subject to (a) the Hong Kong Stock Exchange granting approval for the listing of, and
permission to deal in, the HDRs on the Main Board of the Hong Kong Stock Exchange and
such approval not having been withdrawn and (b) certain other conditions set forth in the
Hong Kong Underwriting Agreement (including the Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters) and our Company agreeing upon the Offer
Price) being satisfied (or, as the case may be, waived), the Hong Kong Underwriters have
agreed severally but not jointly to procure subscribers for, or themselves to subscribe for, their
respective applicable portions of the Hong Kong Offer HDRs in aggregate, now being offered
which are not taken up under the Hong Kong Public Offering on the terms and conditions of
this prospectus and the Hong Kong Underwriting Agreement.
The Hong Kong Underwriting Agreement is conditional on and subject to, among other
things, the International Underwriting Agreement having been executed and becoming
unconditional and not having been terminated in accordance with its terms.
UNDERWRITING
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Grounds for termination
The Overall Coordinators (for themselves and on behalf of the Hong Kong Underwriters) and
the Joint Sponsors shall be entitled, in their sole and absolute discretion, by giving a written
notice to our Company to terminate the Hong Kong Underwriting Agreement with immediate
effect if at any time prior to 8: 00 a.m. on the Listing Date:
(1) there develops, occurs, exists or comes into force:
(a) any new law or regulation or any change or development involving a prospective
change or any event or series of events or circumstances likely to result in a
change or a development involving a prospective change in existing laws or
regulations, or the interpretation or application thereof by any court or any
competent Authority in or affecting Hong Kong, Indonesia, the United States,
the United Kingdom, the European Union (or any member thereof), Japan,
Singapore, or other jurisdictions relevant to the Group or the Global Offering
(each a “ Relevant Jurisdiction ” and collectively, the “ Relevant Jurisdictions ”); or
(b) any change or development involving a prospective change, or any event or series
of events or circumstances likely to result in a change or prospective change, in
any local, national, regional or international financial, political, military,
industrial, economic, fiscal, legal, regulatory, currency, credit or market
conditions or sentiments, Taxation, equity securities or currency exchange rate or
controls or any monetary or trading settlement system, or foreign investment
regulations (including, without limitation, a devaluation of the Hong Kong
dollar, Indonesian rupiah, or United States dollar against any foreign currencies,
a change in the system under which the value of the Hong Kong dollar is linked to
that of the United States or other financial markets (including, without
limitation, conditions and sentiments in stock and bond markets, money and
foreign exchange markets, the inter-bank markets and credit markets) in or
affecting any Relevant Jurisdictions, or affecting an investment in the Offer
HDRs; or
(c) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a regional,
national or international emergency or war, calamity, crisis, economic sanctions,
strikes, labor disputes, other industrial actions, lock-outs, fire, explosion,
flooding, tsunami, earthquake, volcanic eruption, civil commotion, riots,
rebellion, public disorder, paralysis in government operations, acts of war,
epidemic, pandemic, outbreak or escalation, mutation or aggravation of diseases,
accident or interruption or delay in transportation, local, national, regional or
international outbreak or escalation of hostilities (whether or not war is or has
been declared), act of God or act of terrorism (whether or not responsibility has
been claimed)) in or affecting any of the Relevant Jurisdictions; or
(d) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any minimum
or maximum price limit or price range) on (i) the trading in shares or securities
generally on the Hong Kong Stock Exchange, the Indonesia Stock Exchange, the
Shanghai Stock Exchange, the Shenzhen Stock Exchange, the Tokyo Stock
Exchange, the Singapore Stock Exchange, the New Y ork Stock Exchange, the
NASDAQ Global Market or the London Stock Exchange; or (ii) the trading in
any securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
(e) the imposition or declaration of any general moratorium on banking activities in
or affecting any of the Relevant Jurisdictions or any disruption in commercial
banking or foreign exchange trading or securities settlement or clearing services,
procedures or matters in or affecting any of the Relevant Jurisdictions; or
(f) the issue or requirement to issue by the Company of a supplement or amendment
to the Prospectus or other documents in connection with the offer and sale of the
Offer HDRs pursuant to the Companies (Winding up and Miscellaneous
Provisions) Ordinance or the Hong Kong Listing Rules or upon any requirement
or request of the Hong Kong Stock Exchange and/or the SFC; or
UNDERWRITING
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(g) the commencement by any Authority or other regulatory or political body or
organization of any public action or investigation against a Group Company or a
director or commissioner of the Company or announcing an intention to take any
such action; or
(h) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any Group Company, any Selling Shareholder or the Controlling
Shareholder or by or on any Relevant Jurisdiction, or the withdrawal of trading
privileges which existed on the date of this Agreement, in whatever form, directly
or indirectly, by, or for, any Relevant Jurisdiction; or
(i) any valid demand by creditors for payment or repayment of indebtedness of any
member of the Group or in respect of which any member of the Group is liable
prior to its stated maturity; or
(j) any non-compliance of the Prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or sale
of any of the Offer HDRs), or any aspect of the Global Offering with the Hong
Kong Listing Rules or any other applicable Laws; or
(k) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group, any Selling Shareholder or any Controlling Shareholder or
any Director or Commissioner as named in the Prospectus; or
(l) that any Director or Commissioner of the Company named in the Prospectus is
removed from office or vacating his/her office; or
(m) any Director, or Commissioner of the Company named in the Prospectus is being
charged with an indictable offence or prohibited by operation of law or otherwise
disqualified from taking part in the management or taking directorship of a
company; or
(n) any contravention by any Group Company, any Selling Shareholder or any
Director or Commissioner of the Hong Kong Listing Rules or applicable Laws;
or
(o) any change or prospective change, or a materialization of, any of the risks set out
in the section headed “Risk Factors” in the Prospectus,
which, in any such case individually or in the aggregate, in the sole and absolute opinion
of the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters):
i. has or will or may have a material adverse effect, whether directly or indirectly, on
the assets, liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or condition,
financial or otherwise, or performance of the Company or the Group as a whole;
or
ii. has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or the
level of indications of interest under the International Offering; or
iii. makes or will make or may make it impracticable, inadvisable or incapable for any
material part of this Agreement, the Hong Kong Public Offering or the Global
Offering to be performed or implemented as envisaged, or for the Hong Kong
Public Offering and/or the Global Offering to proceed, or to market the Global
Offering, or the delivery or distribution of the Offer HDRs on the terms and in
the manner contemplated by the Offering Documents; or
UNDERWRITING
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iv. has or will or may have the effect of making any part of this Agreement
(including underwriting) incapable of performance in accordance with its terms
or preventing the processing of applications and/or payments pursuant to the
Global Offering or pursuant to the underwriting thereof; or
(2) there has come to the notice of the Joint Sponsors and the Overall Coordinators (for
themselves and on behalf of the Hong Kong Underwriters) that:
(a) any statement contained in any of the Offering Documents and/or any notices,
announcements, advertisements, communications or other documents issued or
used by, for or on behalf of the Company or the Selling Shareholders in
connection with the Hong Kong Public Offering (including any supplement or
amendment thereto) (the “ Global Offering Documents ”) was, when it was issued,
or has become untrue, incorrect, inaccurate in any material respect or misleading;
or that any estimate, forecast, expression of opinion, intention or expectation
contained in any such documents, was, when it was issued, or has become unfair
or misleading in any respect or based on untrue, dishonest or unreasonable
assumptions or given in bad faith; or
(b) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of the Prospectus, constitute a material
omission or misstatement in any Global Offering Document; or
(c) any breach of, or any event or circumstance rendering untrue or incorrect or
misleading in any respect, any of the representations, warranties and
undertakings given by the Company or the Selling Shareholders in this
Agreement, the International Underwriting Agreement, the Share Purchase
Agreements (as defined in the Hong Kong Underwriting Agreement) or the Share
Settlement Agreements (as defined in the Hong Kong Underwriting Agreement);
or
(d) any event, act or omission which gives rise or is likely to give rise to any liability
of any of the Indemnifying Parties pursuant to the indemnities in this
Agreement; or
(e) any material breach of any of the obligations or undertakings imposed upon the
Company or the Selling Shareholders or any cornerstone investor (as applicable)
to this Agreement, the International Underwriting Agreement, the Cornerstone
Investment Agreements, the Share Purchase Agreements or the Share Settlement
Agreements; or
(f) there is any material adverse effect or any development involving a prospective
material adverse effect, on the profits, losses, results of operations, assets,
liabilities, general affairs, business, management, performance, prospects,
shareholders’ equity, position or condition (financial, trading or otherwise) of
the Group, taken as a whole; or
(g) the Company withdraws the Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer HDRs pursuant to
the Global Offering) or the Global Offering; or
(h) that the approval by the Listing Committee of the listing of, and permission to
deal in, the HDRs is refused or not granted, other than subject to customary
conditions, on or before the Listing Date, or if granted, the approval is
subsequently withdrawn, cancelled, qualified (other than by customary
conditions), revoked or withheld; or
(i) any person whose consent is required in connection with the issue of the
Prospectus has withdrawn its consent to the inclusion in the Prospectus of its
reports, letters and/or legal opinions (as the case may be) and references to its
name included in the form and context in which it respectively appears; or
(j) any prohibition on the Company or any Selling Shareholder for whatever reason
from offering, allotting, issuing or selling any of the Offer HDRs pursuant to the
terms of the Global Offering; or
UNDERWRITING
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(k) an order or petition is presented for the winding-up or liquidation of any member
of the Group or any Selling Shareholder, or any member of the Group or any
Selling Shareholder makes any composition or arrangement with its creditors or
enters into a scheme of arrangement or any resolution is passed for the
winding-up of any member of the Group or any Selling Shareholder or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group or any Selling Shareholder or
anything analogous thereto occurs in respect of any member of the Group or any
Selling Shareholder; or
(l) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors
under the Cornerstone Investment Agreements signed with such cornerstone
investors, have been withdrawn, terminated or cancelled, or with respect to which
the payment of the relevant orders and/or investment commitment has not been
received or settled in the stipulated time and manner or otherwise.
Undertakings pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company
Our Company has undertaken to each of the Joint Sponsors, the Sponsor-OCs, the Overall
Coordinators, the Joint Global Coordinators, the CMIs, the Joint Bookrunners, the Joint
Lead Managers, and the Hong Kong Underwriters that except pursuant to the Global
Offering (including pursuant to the Over-allotment Option), at any time after the date of the
Hong Kong Underwriting Agreement up to and including the date falling six months after the
Listing Date (the “ Six Month Period ”), it will not, without the prior consent of the Joint
Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters)(such consent not to be unreasonably withheld or delayed) and unless in
compliance with the requirements of the Hong Kong Listing Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree to
allot, issue or sell, grant or sell any option, warrant, contract or right to subscribe for or
purchase, grant or purchase any option, warrant, contract or right to allot, issue or sell,
or otherwise, either directly or indirectly, conditionally or unconditionally, or
repurchase, any legal or beneficial interest in the share capital or any other securities of
our Company or any interest in any of the foregoing (including, without limitation, any
securities convertible into or exchangeable or exercisable for or that represent the right
to receive, or any warrants or other rights to purchase any share capital or other
securities of our Company, as applicable), or deposit any share capital or other
securities of our Company, as applicable, with a depositary in connection with the issue
of depositary receipts; or
(b) enter into any transaction with the same economic effect as any transaction described in
clause (a) above; or
(c) offer to or agree to do any of the foregoing specified in clause (a) and (b) above or
announce any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share
capital or such other securities, in cash or otherwise (whether or not the issue of such share
capital or other securities will be completed within the Six Month Period), except for
allotment and issuance of new shares of our Company pursuant to a bona fide merger and
acquisition transactions which is subject to shareholders’ approval of our Company pursuant
to the applicable Laws.
Indemnity
Each of the Company and the Selling Shareholders has agreed to severally indemnify the Joint
Sponsors, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Hong Kong Underwriters and the Capital Market
Intermediaries for certain losses which they may suffer or incur, including losses arising from
UNDERWRITING
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their performance of their obligations under the Hong Kong Underwriting Agreement and
any breach by our Company or the Selling Shareholders of the Hong Kong Underwriting
Agreement.
Hong Kong Underwriters’ interests in our Company
Except for its obligations under the Hong Kong Underwriting Agreement and save as
disclosed below and elsewhere in this prospectus, the Hong Kong Underwriters do not have
any shareholding interest in our Company or any right or option (whether legally enforceable
or not) to subscribe for or nominate persons to subscribe for securities in our Company or any
member of our Group.
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the HDRs as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, our Company expects to enter into the
International Underwriting Agreement with, among others, the International Underwriters.
Under the International Underwriting Agreement and subject to the Over-allotment Option,
the International Underwriters would, subject to certain conditions set out therein, agree
severally but not jointly to procure subscribers for, or themselves to subscribe for, their
respective applicable proportions of the Offer HDRs initially being offered pursuant to the
International Offering. It is expected that the International Underwriting Agreement may be
terminated on similar grounds as the Hong Kong Underwriting Agreement. Potential
investors should note that in the event that the International Underwriting Agreement is not
entered into, the Global Offering will not proceed. See “Structure of the Global Offering —
The International Offering” in this Prospectus.
Over-allotment Option
The Over-allotment Option Grantors are expected to grant to the International Underwriters
the Over-allotment Option, exercisable by the Overall Coordinators on behalf of the
International Underwriters at any time from the Listing Date until 30 days after the last day
for lodging applications under the Hong Kong Public Offering, pursuant to which the
Over-allotment Option Grantors may be required to sell up to an aggregate of 13,450,200
additional HDRs, representing approximately 15% of the number of Offer HDRs initially
available under the Global Offering, in aggregate, to cover over-allocations in the
International Offering, if any. See “Structure of the Global Offering — Over-allotment
Option” in this Prospectus.
Commissions and Expenses
An aggregate of the fees of up to 2.25% of gross proceeds to be raised from the subscription
tranche and the placing tranche of the Global Offering is payable by the Selling Shareholders
to all syndicate members participating in the Global Offering, among which the syndicate
members (i) will receive a fixed underwriting commission which is equal to 1.5% of the
aggregate gross proceeds to be raised from the Global Offering (the “ Fixed Fees ”), out of
which they will pay any sub- underwriting commissions and other fees; and (ii) may receive a
discretionary incentive fee of up to 0.75% of the aggregate gross proceeds to be raised from
the Global Offering (the “ Discretionary Fees ”).
For the purpose of disclosure of the ratio of fixed and discretionary fees payable (the “Fee
Split Ratio”) as required under paragraph 3B of Appendix D1E to the Listing Rules, assuming
the Discretionary Fees are paid in full, the Fee Split Ratio will be approximately 67:33.
For any unsubscribed Hong Kong Offer HDRs reallocated to the International Offering, the
Fixed Fee will not be paid to the Hong Kong Underwriters but will instead be paid, at the rate
applicable to the International Offering, to the relevant International Underwriters.
UNDERWRITING
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The Fixed Fees and Discretionary Fees together with the Hong Kong Stock Exchange listing
fees, the SFC transaction levy, the AFRC transaction levy and the Hong Kong Stock
Exchange trading fee, legal and other professional fees and printing and all other expenses
relating to the Global Offering are estimated to be up to approximately US$14.9 million
(assuming maximum offer price of HK$26.60 per Offer HDR) and will be paid by our
Company and the Selling Shareholders, where applicable.
An aggregate amount of US$800,000 is payable by our Company as sponsor fees to the Joint
Sponsors.
Independence of the Joint Sponsors
The Joint Sponsors satisfies the independence criteria applicable to a sponsor as set out in
Rule 3A.07 of the Listing Rules.
Conversion of Offer HDRs
Considering the operational and procedural requirements of our settlement agent and the
Depository, in order to facilitate the conversion of the Shares held by the Selling Shareholders
into the Offer HDRs, and the timely settlement and completion of the Global Offering, the
Hong Kong Underwriters have authorized, and the International Underwriters will authorize,
CLSA Limited (or its affiliates), as purchasing agent and settlement agent of the Global
Offering acting for itself and for and on behalf of the Underwriters, to (or arrange to)
purchase Shares of the Selling Shareholders (the amount of which is capped at the number of
Shares being offered under the Global Offering) under certain share purchase agreements
entered into between, amongst others, CLSA Limited (or its affiliates) and the Selling
Shareholders.
Under such share purchase agreements, CLSA Limited (or its affiliates) shall purchase the
respective Shares from the Selling Shareholders for and on behalf of the Underwriters prior to
the Global Offering. CLSA Limited (or its affiliates) will then transfer such Shares to the
Depositary in order for the Depositary to issue the Offer HDRs. Upon completion of the
Global Offering, the Underwriters will receive the gross proceeds from the Global Offering
and arrange for the net proceeds to be remitted to the Selling Shareholders (after deduction of
the relevant costs and expenses).
Similarly, to facilitate the settlement of the Over-allotment Option, CLSA Limited (or its
affiliates) will enter into share purchase agreements in the same manner as the Global Offering
with the Over-allotment Option Grantors under which CLSA Limited (or its affiliates) shall
have the option to purchase Shares from the Over-allotment Option Grantors (the amount of
which is capped at the number of Shares being offered in connection with the Over-allotment
Option) for and on behalf of the International Underwriters prior to the Global Offering for
the purpose of converting such Shares into additional HDRs. Such Shares will similarly be
converted to HDRs in the same mechanism as described above in order to facilitate the timely
settlement of the Over-allotment Option.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering (together,
the “ Syndicate Members ”) and their affiliates may each individually undertake a variety of
activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their
respective affiliates may purchase, sell or hold a broad array of investments and actively trade
securities, derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment
and trading activities may involve or relate to assets, securities and/or instruments of our
Company and/or persons and entities with relationships with our Company and may also
include swaps and other financial instruments entered into for hedging purposes in
connection with our Group’s loans and other debt.
UNDERWRITING
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In relation to the HDRs, the activities of the Syndicate Members and their affiliates could
include acting as agent for buyers and sellers of the HDRs, entering into transactions with
those buyers and sellers in a principal capacity, including as a lender to initial purchasers of
the HDRs (which financing may be secured by the HDRs) in the Global Offering, proprietary
trading in the HDRs, and entering into over the counter or listed derivative transactions or
listed or unlisted securities transactions (including issuing securities such as derivative
warrants listed on a stock exchange) which have as their underlying assets, assets including the
HDRs. Such transactions may be carried out as bilateral agreements or trades with selected
counterparties. Those activities may require hedging activity by those entities involving,
directly or indirectly, the buying and selling of the HDRs, which may have a negative impact
on the trading price of the HDRs. All such activities could occur in Hong Kong and elsewhere
in the world and may result in the Syndicate Members and their affiliates holding long and/or
short positions in the HDRs, in baskets of securities or indices including the HDRs, in units
of funds that may purchase the HDRs, or in derivatives related to any of the foregoing.
In relation to issues by Syndicate Members or their affiliates of any listed securities having the
HDRs as their underlying securities, whether on the Stock Exchange or on any other stock
exchange, the rules of the stock exchange may require the issuer of those securities (or one of
its affiliates or agents) to act as a market maker or liquidity provider in the security, and this
will also result in hedging activity in the HDRs in most cases.
All such activities may occur both during and after the end of the stabilizing period described
in the section headed “Structure of the Global Offering” in this Prospectus. Such activities
may affect the market price or value of the HDRs, the liquidity or trading volume in the
HDRs and the volatility of the price of the HDRs, and the extent to which this occurs from
day to day cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members will
be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for it)
must not, in connection with the distribution of the Offer HDRs, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer HDRs), whether in the open market or otherwise, with
a view to stabilizing or maintaining the market price of any of the Offer HDRs at levels
other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations, including
the market misconduct provisions of the SFO, including the provisions prohibiting
insider dealing, false trading, price rigging and stock market manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time to
time, and expect to provide in the future, investment banking and other services to our
Company and each of its affiliates for which such Syndicate Members or their respective
affiliates have received or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer HDRs in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This Prospectus is published in connection with the Hong Kong Public Offering as part of the
Global Offering.
The listing of the HDRs on the Stock Exchange is sponsored by the Joint Sponsors. The Joint
Sponsors have made an application on behalf of our Company to the Stock Exchange for the
listing of, and permission to deal in, the HDRs. Application has been made in respect of up to
589,254,600 HDRs.
89,668,600 Offer HDRs will initially be made available under the Global Offering comprising:
(a) the Hong Kong Public Offering of initially 8,966,900 HDRs (subject to reallocation) in
Hong Kong as described in “— The Hong Kong Public Offering” in this section below;
and
(b) the International Offering of initially 80,701,700 HDRs (subject to reallocation and the
Over-allotment Option) outside the United States (including to professional and
institutional investors within Hong Kong) in offshore transactions in reliance on
Regulation S, as described in the sub-section headed “— The International Offering” in
this section below.
Investors may either:
(i) apply for Hong Kong Offer HDRs under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offering HDRs under the
International Offering, but may not do both.
The Offer HDRs will represent approximately 6.09% of the issued share capital of our
Company immediately following the completion of the Global Offering, assuming (i) the
Over-allotment Option is not exercised. If the Over-allotment Option is exercised in full, the
Offer HDRs will represent approximately 7.00% of the enlarged issued share capital
immediately following the completion of the Global Offering.
References in this Prospectus to applications, application monies or the procedure for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Hong Kong Offer HDRs initially offered
Our Company is initially offering 8,966,900 HDRs for subscription by the public in Hong
Kong at the Offer Price, representing approximately 10% of the total number of Offer HDRs
initially available under the Global Offering.
The Hong Kong Public Offering is open to members of the public in Hong Kong as well as to
institutional and professional investors in Hong Kong. Professional investors generally
include brokers, dealers, companies (including fund managers) whose ordinary business
involves dealing in HDRs and other securities and corporate entities that regularly invest in
HDRs and other securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering” in this section.
Allocation
Allocation of Offer HDRs to investors under the Hong Kong Public Offering will be based
solely on the level of valid applications received under the Hong Kong Public Offering. The
basis of allocation may vary, depending on the number of Hong Kong Offer HDRs validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting,
which could mean that some applicants may receive a higher allocation than others who have
applied for the same number of Hong Kong Offer HDRs, and those applicants who are not
successful in the ballot may not receive any Hong Kong Offer HDRs.
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For allocation purposes only, the total number of Hong Kong Offer HDRs available under the
Hong Kong Public Offering (after taking into account any reallocation referred to below) will
be divided equally into two pools: pool A and pool B (with any odd lot being allocated to pool
A). The Hong Kong Offer HDRs in pool A will be allocated on an equitable basis to
applicants who have applied for Hong Kong Offer HDRs with an aggregate subscription price
of HK$5 million (excluding the brokerage, the SFC transaction levy, AFRC transaction levy
and the Stock Exchange trading fee payable) or less. The Hong Kong Offer HDRs in pool B
will be allocated on an equitable basis to applicants who have applied for Hong Kong Offer
HDRs with an aggregate subscription price of more than HK$5 million (excluding the
brokerage, the SFC transaction levy, AFRC transaction levy and the Stock Exchange trading
fee payable) and up to the total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may receive
different allocation ratios. If any Hong Kong Offer HDRs in one (but not both) of the pools
are unsubscribed, such unsubscribed Hong Kong Offer HDRs will be transferred to the other
pool to satisfy demand in that other pool and be allocated accordingly. For the purpose of the
immediately preceding paragraph only, the “price” for Hong Kong Offer HDRs means the
price payable on application therefor (without regard to the Offer Price as finally determined).
Applicants can only receive an allocation of Hong Kong Offer HDRs from either pool A or
pool B and not from both pools. Multiple or suspected multiple applications under the Hong
Kong Public Offering and any application for more than 4,483,400 Hong Kong Offer HDRs
(being 50% of the 8,966,900 Offer HDRs initially available under the Hong Kong Public
Offering) is liable to be rejected.
Reallocation
The Offer HDRs to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Overall Coordinators. Subject to the allocation cap described in the
subsequent paragraph, the Overall Coordinators may in their discretion reallocate Offer
HDRs from the International Offering to the Hong Kong Public Offering to satisfy valid
applications under the Hong Kong Public Offering. In addition, if the Hong Kong Public
Offering is not fully subscribed, the Overall Coordinators will have the discretion (but shall
not be under any obligation) to reallocate to the International Offering all or any
unsubscribed Hong Kong Offer HDRs in such amounts as they deem appropriate.
In each case, the additional Offer HDRs reallocated to the Hong Kong Public Offering will be
allocated between Pool A and Pool B and the number of Offer HDRs allocated to the
International Offering will be correspondingly reduced in such manner as the Overall
Coordinators deem appropriate. In the event of reallocation of Offer HDRs between the
International Offering and the Hong Kong Public Offering in the circumstances where (a) the
International Offer HDRs are fully subscribed or oversubscribed and the Hong Kong Offer
HDRs are fully subscribed or oversubscribed irrespective of the number of times, or (b) the
International Offer HDRs are undersubscribed and the Hong Kong Offer HDRs are fully
subscribed or oversubscribed irrespective of the number of times, then up to 4,483,300 Offer
HDRs may be reallocated from the International Offering to the Hong Kong Public Offering,
so that the total number of Offer HDRs available for subscription under the Hong Kong
Public Offering will increase up to 13,450,200 Offer HDRs, representing approximately 15%
of the number of Offer HDRs initially available under the Global Offering (before any
exercise of the Over-allotment Option), in accordance with Chapter 4.14 of the Guide for
New Listing Applicants. In the circumstance where the International Offer HDRs are fully
subscribed or oversubscribed and the Hong Kong Offer HDRs are undersubscribed, there will
be no reallocation from the International Offering to the Hong Kong Public Offering, and no
over-allocation of HDRs to the Hong Kong Public Offering. Where both the International
Offer HDRs and the Hong Kong Offer HDRs are undersubscribed, the Global Offering will
not proceed and will lapse, unless the shortfall is taken up by the Underwriters.
Given the initial allocation of the Offer HDRs to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the
Guide for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18
of the Listing Rules, no mandatory clawback or reallocation mechanism is required to
increase the number of Offer HDRs under the Hong Kong Public Offering to a certain
percentage of the total number of Offer HDRs offered under the Global Offering.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an undertaking
and confirmation in the application submitted by him that he and any person(s) for whose
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benefit he is making the application has not applied for or taken up, or indicated an interest
for, and will not apply for or take up, or indicate an interest for, any International Offering
HDRs under the International Offering. Such applicant’s application is liable to be rejected if
such undertaking and/or confirmation is/are breached and/or untrue (as the case may be) or if
he has been or will be placed or allocated International Offering HDRs under the
International Offering.
Applicants under the Hong Kong Public Offering may be required to pay, on application
(subject to application channels), the maximum Offer Price of HK$26.60 per Offer HDR in
addition to the brokerage, the SFC transaction levy, AFRC transaction levy and the Stock
Exchange trading fee payable on each Offer HDR, amounting to a total of HK$2,686.82 for
one board lot of 100 HDRs. Further details are set out in the section headed “How to Apply
for Hong Kong Offer HDRs” in this Prospectus.
THE INTERNATIONAL OFFERING
Number of Offer HDRs initially offered
The International Offering will consist of an offering of initially 80,701,700 HDRs,
representing approximately 90% of the total number of Offer HDRs initially available under
the Global Offering (subject to reallocation and the Over-allotment Option).
Allocation
The International Offering will involve private placements of the Offer HDRs to institutional
and professional investors and other investors anticipated to have a sizeable demand for our
Offer HDRs in Hong Kong and other jurisdictions outside the United States in offshore
transactions in reliance on Regulation S. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
HDRs and other securities and corporate entities that regularly invest in HDRs and other
securities. Allocation of Offer HDRs pursuant to the International Offering will be effected in
accordance with the “book-building” process described in “— Pricing of the Global Offering”
in this section and based on a number of factors, including the level and timing of demand,
the total size of the relevant investor’s invested assets or equity assets in the relevant sector
and whether or not it is expected that the relevant investor is likely to buy further HDRs
and/or hold or sell its HDRs after the Listing. Such allocation is intended to result in a
distribution of the HDRs on a basis which would lead to the establishment of a solid
professional and institutional shareholder base to the benefit of our Group and the HDR
holders as a whole.
The Overall Coordinators (on behalf of the International Underwriters) may require any
investor who has been offered Offer HDRs under the International Offering and who has
made an application under the Hong Kong Public Offering to provide sufficient information
to the Overall Coordinators so as to allow it to identify the relevant applications under the
Hong Kong Public Offering and to ensure that they are excluded from any allocation of Offer
HDRs under the Hong Kong Public Offering.
Reallocation
The total number of Offer HDRs to be issued or sold pursuant to the International Offering
may change as a result of the arrangement described in “— The Hong Kong Public Offering —
Reallocation” in this section above, the exercise of the Over-allotment Option in whole or in
part and/or any reallocation of unsubscribed Offer HDRs originally included in the Hong
Kong Public Offering.
PRICING AND ALLOCATION
Determining the Offer Price
We will determine the pricing for the Offer Shares for the purpose of the various offerings
under the Global Offering on the Price Determination Date, which is expected to be on or
about Wednesday, 24 June 2026 and, in any event, no later than 12:00 noon on Wednesday, 24
June 2026, by agreement with the Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters), and the number of Offer Shares to be allocated under the various
offerings will be determined shortly thereafter.
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We will determine the Offer Price by reference to, among other factors, the closing price
of the Shares on IDX on the last trading day on or before the Price Determination
Date (which is accessible to the Shareholders and potential investors at
https://www.idx.co.id/en/listed-companies/company-profiles/EMAS), and the Offer Price will
not be more than HK$26.60 per Hong Kong Offer Share. The historical prices of our Shares
and trading volume on IDX are set out below.
Period High Low ADTV
(IDR) (IDR) (Shares) (note)
Fiscal year ended 31 December 2025
(from 23 September to 31 December
2025) . . . . . . . . . . . . . . . . . . . . . . . . . . 5,625.00 3,300.00 58,813,191
Fiscal year of 2026 (up to 8 June 2026) . . 9,700.00 5,025.00 29,383,363
Note: A verage daily trading volume (“ ADTV ”) represents daily average number of our Shares traded over the
relevant period.
Determining the Pricing of the Offer HDRs
T
he Offer Price for the purposes of the various offerings under the Global Offering will be
fixed between our Company and the Overall Coordinators (for themselves and on behalf of
the Underwriters) on the Price Determination Date. The Price Determination Date is expected
to be on or before Wednesday, 24 June 2026 (Hong Kong time) and in any event no later than
12:00 noon on Wednesday, 24 June 2026, and the allocation of the International Offer HDRs
under the International Offering will be determined shortly thereafter.
The Offer Price will be not more than HK$26.60 per Offer HDR unless otherwise announced,
as further explained below. Applicants under the Hong Kong Public Offering may be required
to pay, on application (subject to the application channels), the maximum Offer Price of
HK$26.60 for each Hong Kong Offer HDR together with brokerage of 1%, a Stock Exchange
trading fee of 0.00565%, a SFC transaction levy of 0.0027% and an AFRC transaction levy of
0.00015%.
The International Underwriters will be soliciting from prospective investors indications of
interest in acquiring Offer HDRs in the International Offering. Prospective professional and
institutional investors will be required to specify the number of HDRs under the International
Offering they would be prepared to acquire either at different prices or at a particular price.
This process, known as “book-building”, is expected to continue up to, and to cease on or
about, the last day for lodging applications under the Hong Kong Public Offering.
Applicants under the Hong Kong Public Offering must pay, on application (subject to
application channels), the maximum Offer Price of HK$26.60 per Offer HDR plus brokerage
of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Hong
Kong Stock Exchange trading fee of 0.00565%, amounting to a total of HK$2,686.82 for one
board lot of 100 HDRs.
If, based on the level of interest expressed by prospective institutional, professional and other
investors during the book-building process, Overall Coordinators (for themselves and on
behalf of the Underwriters) and the Joint Sponsors considers it appropriate, with our consent
the number of Offer HDRs being offered under the Global Offering and/or the maximum
Offer Price as stated in this prospectus may be reduced at any time on or prior to the morning
of the last day for lodging applications under the Hong Kong Public Offering. In such case, we
will, as soon as practicable following the decision to make such reduction, and in any event
not later than the morning of the day which is the last day for lodging applications under the
Hong Kong Public Offering, cause to be published on the website of the Stock Exchange at
www.hkexnews.hk and the Company at https://merdekagoldresources.com , notices of the
reduction of the Offer HDRs and/or the maximum Offer Price, and the cancellation of the
Global Offering and relaunch of the offer at the revised number of Offer HDRs and/or the
revised Offer Price. The Company will also, as soon as practicable following the decision to
make such change, issue a supplemental prospectus or a new prospectus updating investors of
the change in the number of Offer HDRs being offered under the Global Offering and/or the
Offer Price, and giving investors at least three business days to consider the new information.
The supplemental or new prospectus should include at least the following: updated (i) Offer
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Price and market capitalization; (ii) listing timetable and underwriting obligations; (iii)
price/earning multiple, unaudited pro forma and adjusted net tangible assets; and (iv) working
capital adequacy confirmation based on revised offering size. In the absence of any such
supplemental or new prospectus so published, the number of Offer HDRs and/or the Offer
Price will not be reduced.
In the absence of any such notice and supplemental prospectus so published, the number of
Offer HDRs and/or the maximum Offer Price will not be reduced.
If there is any change to the offer size due to change in the number of Offer HDRs initially
offered in the Global Offering (other than pursuant to the exercise of the Over-allotment
Option and/or reallocation mechanism as disclosed in this prospectus), or change to the
maximum Offer Price, or if the Company becomes aware that there has been a significant
change affecting any matter contained in this prospectus or a significant new matter has
arisen, the inclusion of information in respect of which would have been required to be in this
prospectus if it had arisen before this prospectus was issued, after the issue of this prospectus
and before the commencement of dealings in our HDRs as prescribed under Rule 11.13 of the
Listing Rules, we are required to cancel the Global Offering and relaunch the offer and issue a
supplemental prospectus or a new prospectus.
Before submitting applications for the Hong Kong Offer HDRs, applicants should have regard
to the possibility that any announcement of a reduction in the number of Offer HDRs being
offered under the Global Offering may not be made until the day which is the last day for
lodging applications under the Hong Kong Public Offering.
The Hong Kong Offer HDRs and the International Offer HDRs may, in certain
circumstances, be reallocated as between the Hong Kong Public Offering and International
Offering at the discretion of the Overall Coordinators and the Joint Sponsors.
The final Offer Price, the level of indications of interest in the International Offering, the level
of applications in the Hong Kong Public Offering, the basis of allocations of the Hong Kong
Offer HDRs and the results of allocations in the Hong Kong Public Offering are expected to
be made available through a variety of channels in the manner described in “How to Apply for
Hong Kong Offer HDRs — B. Publication of Results.”
Price Payable on Application
Applicants for Hong Kong Offer HDRs may be required to pay, on application (subject to
application channel), the maximum Offer Price per Hong Kong Offer HDR plus the brokerage
fee of 1%, the SFC transaction levy of 0.0027%, the AFRC transaction levy of 0.00015% and
the Stock Exchange trading fee of 0.00565%, amounting to a total of HK$2,686.82 for one
board lot of 100 HDRs. If the Offer Price, as finally determined in the manner described in
“— Determining the Pricing of the Offer HDRs” above, is less than the maximum Offer Price,
appropriate refund payments (including the brokerage, the SFC transaction levy, the Stock
Exchange trading fee and the AFRC transaction levy attributable to the surplus application
monies) will be made to successful applicants (subject to application channels), without
interest. Further details are set out in “How to Apply for Hong Kong Offer HDRs.”
Announcement of the Basis of Allocations
The level of applications in the Hong Kong Public Offering, level of indications of interest in
the International Offering, and basis of allocations of the Hong Kong Offer HDRs are
expected to be made available through a variety of channels in the manner described in the
subsection headed “How to Apply for Hong Kong Offer HDRs — B. Publication of Results.”
OVER-ALLOTMENT OPTION
In connection with the Global Offering, the Over-allotment Option Grantors are expected to
grant the Over-allotment Option to the International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators at their sole and absolute discretion (on behalf of the
International Underwriters) at any time from the Listing Date until 30 days after the last day
for lodging applications under the Hong Kong Public Offering, to require the Over-allotment
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Option Grantors to sell up to an aggregate of 13,450,200 additional HDRs, representing not
more than 15% of the total number of Offer HDRs initially available under the Global
Offering, at the Offer Price under the International Offering to, among other things, cover
over-allocations in the International Offering, if any. We will delay delivery of the Offer
HDRs allocated to certain investors under the International Offering in order to cover
over-allocation of the Offer HDRs before exercise of the Over-allotment Option.
If the Over-allotment Option is exercised in full, the additional Offer HDRs to be sold
pursuant thereto will represent approximately 0.91% of our issued share capital immediately
following the completion of the Global Offering and the issue of Offer HDRs pursuant to the
Over-allotment Option. If the Over-allotment Option is exercised, an announcement will be
made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the distribution
of securities. To stabilize, the underwriters may bid for, or purchase, the securities in the
secondary market during a specified period of time, to retard and, if possible, prevent a
decline in the initial public market price of the securities below the offer price. Such
transactions may be effected in all jurisdictions where it is permissible to do so, in each case in
compliance with all applicable laws and regulatory requirements, including those of Hong
Kong. In Hong Kong, the price at which stabilization is effected is not permitted to exceed the
offer price.
In connection with the Global Offering, the Stabilizing Manager (or any person acting for it),
on behalf of the Underwriters, may over-allocate or effect transactions with a view to
stabilizing or supporting the market price of the HDRs at a level higher than that which might
otherwise prevail for a limited period after the Listing Date. However, there is no obligation
on the Stabilizing Manager (or any person acting for it) to conduct any such stabilizing action.
Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the
Stabilizing Manager (or any person acting for it) and in what the Stabilizing Manager
reasonably regards as the best interest of our Company; (b) may be discontinued at any time;
and (c) is required to be brought to an end within 30 days of the last day for lodging
applications under the Hong Kong Public Offering. The number of HDRs that may be
over-allocated will not exceed the number of HDRs that may be sold under the
Over-allotment Option, being 13,450,200 HDRs, which is approximately 15% of the Offer
HDRs initially available under the Global Offering.
Stabilization action will be entered into in accordance with the laws, rules and regulations in
place in Hong Kong. Stabilization action permitted in Hong Kong pursuant to the Securities
and Futures (Price Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose
of preventing or minimizing any reduction in the market price of the HDRs; (b) selling or
agreeing to sell the HDRs so as to establish a short position in them for the purpose of
preventing or minimizing any reduction in the market price of the HDRs; (c) purchasing, or
agreeing to purchase, the HDRs pursuant to the Over-allotment Option in order to close out
any position established under paragraph (a) or (b) above, (d) purchasing, or agreeing to
purchase, any of the HDRs for the sole purpose of preventing or minimizing any reduction in
the market price of the HDRs, (e) selling or agreeing to sell any HDRs in order to liquidate
any position established as a result of those purchases, and (f) offering or attempting to do
anything as described in paragraph (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer HDRs should note that:
(a) the Stabilizing Manager (or any person acting for it) may, in connection with the
stabilizing action, maintain a long position in the HDRs;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager (or any person acting for it) will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager (or any person acting
for it) and selling in the open market may have an adverse impact on the market price of
the HDRs;
(d) no stabilizing action can be taken to support the price of the HDRs for longer than the
stabilization period, which will begin on the Listing Date, and is expected to expire on
Thursday, 23 July 2026, being the 30th day after the last day for lodging applications
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under the Hong Kong Public Offering. After this date, when no further stabilizing
action may be taken, demand for the HDRs, and therefore the price of the HDRs, could
fall;
(e) the price of the HDRs cannot be assured to stay at or above the Offer Price either
during or after the stabilization period by the taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may be
made at any price at or below the Offer Price and can, therefore, be done at a price below
the price paid by applicants for, or investors in, the Offer HDRs.
In order to effect stabilization actions, the Stabilizing Manager will arrange cover of up to an
aggregate of 13,450,200 HDRs, representing up to approximately 15% of the initial Offer
HDRs, through delayed delivery arrangements with investors who have been allocated Offer
HDRs in the International Offering. The delayed delivery arrangements (if specifically agreed
by an investor) relate only to the delay in the delivery of the Offer HDRs to such investor and
the Offer Price for the Offer HDRs allocated to such investor will be paid before the Listing
Date.
Our Company will ensure or procure that an announcement in compliance with the Securities
and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of the
expiration of the stabilization period.
Over-Allocation
Following any over-allocation of HDRs in connection with the Global Offering, the
Stabilizing Manager (or any person acting for it) may cover such over-allocations by
exercising the Over-allotment Option in full or in part, by using HDRs purchased by the
Stabilizing Manager (or any person acting for it) in the secondary market at prices that do not
exceed the Offer Price or a combination of these means.
Reduction in Number of Offer HDRs and/or Offer Price
The Overall Coordinator (on behalf of the Underwriters) may, based on the level of interest
expressed by prospective investors during the book-building process in respect of the
International Offering, and with our consent, reduce the number of Offer HDRs below that
stated in this prospectus at any time on or before the morning of the last day for making
applications under the Hong Kong Public Offering. In this case, we will as soon as
practicable after the decision to make the reduction (and no later than the morning of
the last day for making applications under the Hong Kong Public Offering) publish on the
website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at
https://merdekagoldresources.com the cancellation of the Global Offering and the relaunch of
the Global Offering at the revised number of Offer HDRs. This notice will also include
confirmation or revision, as appropriate, of the working capital statement and the Global
Offering statistics as set out in this prospectus, as well as any other financial information
which may change as a result of the reduction.
We will, as soon as practicable following the decision to make the reduction, in addition to
publishing the notice, issue a supplemental prospectus containing details in relation to the
change in the number of Offer HDRs being offered. The Global Offering will be cancelled and
subsequently relaunched on FINI pursuant to the supplemental prospectus.
Before making applications for the Hong Kong Offer HDRs, applicants should have regard to
the possibility that any announcement of a reduction in the number of Offer HDRs may not
be made until or before the day which is the last day for making applications under the Hong
Kong Public Offering.
In the absence of a notice of reduction, the number of Offer HDRs (if our Company agrees
with the Overall Coordinators (for themselves and on behalf of the Underwriters)) will not be
reduced.
Announcement of Offer Price and Basis of Allocations
The final Offer Price, the level of indications of interest in the Global Offering, the results of
allocations and the basis of allotment of the Hong Kong Offer HDRs are expected to be
announced on Thursday, 25 June 2026 on the website of the Stock Exchange at
www.hkexnews.hk and on the website of our Company at https://merdekagoldresources.com .
STRUCTURE OF THE GLOBAL OFFERING
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--- page 355 ---
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters under
the terms and conditions of the Hong Kong Underwriting Agreement and is subject to, among
other things, the Overall Coordinators (for themselves and on behalf of the Underwriters)
and our Company agreeing on the Offer Price.
Our Company expects to enter into the International Underwriting Agreement relating to the
International Offering on or around the Price Determination Date.
These underwriting arrangements, including the Underwriting Agreements, are summarized
in the section headed “Underwriting” in this Prospectus.
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer HDRs will be conditional on, among other things:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the HDRs in issue and to be issued pursuant to the Global Offering (including the
additional Offer HDRs which may be issued pursuant to the exercise of the
Over-allotment Option), and such listing and permission not subsequently having been
revoked prior to the commencement of dealings in the HDRs on the Stock Exchange;
(b) the Offer Price having been agreed between the Overall Coordinators and our Company
and not subsequently having been varied or adjusted by the Company and the Overall
Coordinators;
(c) the execution and delivery of the International Underwriting Agreement; and
(d) the obligations of the Underwriters under the respective Underwriting Agreements
becoming and remaining unconditional (including, if relevant, as a result of the waiver
of any conditions by the Overall Coordinators, for themselves and on behalf of the
Underwriters) and not having been terminated in accordance with the terms of the
respective agreements in each case on or before the dates and times as specified in the
Underwriting Agreements (unless and to the extent such conditions are validly waived
on or before such dates and times) and in any event no later than the date which is the
30th day after the date of this prospectus).
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not
having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the
lapse of the Hong Kong Public Offering will be published on the websites of the Stock Exchange
at www.hkexnews.hk and our Company’s website at https://merdekagoldresources.com ,
respectively, on the next day following such lapse. In such a situation, all application monies
will be returned, without interest, on the terms set out in the section headed “How to Apply
for Hong Kong Offer HDRs — D. Despatch/Collection of HDR Certificates and Refund of
Application Monies” in this Prospectus. In the meantime, all application monies will be held
in separate bank account(s) with the receiving bank or other bank(s) in Hong Kong licensed
under the Banking Ordinance (Cap. 155 of the Laws of Hong Kong).
HDR certificates for the Offer HDRs will only become valid evidence of title at 8:00 a.m. on
Friday, 26 June 2026, provided that the Global Offering has become unconditional in all
respects at or before that time.
DEALINGS IN THE HDRS
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m.
in Hong Kong on Friday, 26 June 2026, it is expected that dealings in the HDRs on the Stock
Exchange will commence at 9:00 a.m. on Friday, 26 June 2026.
The HDRs will be traded in board lots of 100 HDRs each and the stock code of the HDRs will
be 6228.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 356 ---
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG PUBLIC OFFER HDRS
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offer and
below are the procedures for application.
This Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk
under the “HKEXnews > New Listings > New Listing Information” section, and our website
at https://merdekagoldresources.com.
The contents of this Prospectus are identical to the Prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER HDRS
1. Who Can Apply
Y ou can apply for Hong Kong Offer HDRs if you or the person(s) for whose benefit you
are applying for:
• are 18 years of age or older;
• have a Hong Kong address (for the White Form eIPO service only) ;
• are outside the United States, and are not a United States Person (as defined in
Regulation S under the U .S. Securities Act); and
• are not Indonesian citizens or Indonesian entities.
Unless permitted by the Listing Rules or a waiver and/or consent has been granted by
the Stock Exchange to us, you cannot apply for any Hong Kong Offer HDRs if you or
the person(s) for whose benefit you are applying for:
• are an existing Shareholder or close associates; or
• are a Director or Commissioner or any of his/her close associates.
2. Application Channels
The Hong Kong Public Offer period will begin at 9:00 a.m. on Wednesday, 17 June 2026
and end at 12:00 noon on Tuesday, 23 June 2026 (Hong Kong time).
To apply for Hong Kong Offer HDRs, you may use one of the following application
channels:
Application Channel Platform Target Investors Application Time
White Form eIPO
service . . . . . .
www.eipo.com.hk
enquiry: 2862 8555
Investors who would like to receive a
physical HDR certificate. Hong Kong
Offer HDRs successfully applied for
will be allotted and issued in your own
name.
From 9:00 a.m. on Wednesday, 17 June
2026 to 11:30 a.m. on Tuesday, 23 June
2026, Hong Kong time. The latest time
for completing full payment of
application monies will be 12:00 noon
on Tuesday, 23 June 2026, Hong Kong
time.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 357 ---
Application Channel Platform Target Investors Application Time
HKSCC EIPO
channel . . . . . .
Y our broker or custodian who is
a HKSCC Participant will submit
electronic application instruction
on your behalf through HKSCC’s
FINI system in accordance with
your instruction
Investors who would not like to receive
a physical HDR certificate. Hong
Kong Offer HDRs successfully applied
for will be allotted and issued in the
name of HKSCC Nominees, deposited
directly into CCASS and credited to
your designated HKSCC Participant’s
stock account.
Contact your broker or custodian for
the earliest and latest time for giving
such instructions, as this may vary by
broker or custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions and you are advised not to wait
until the last day of the application period to apply for Hong Kong Offer HDRs.
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instructions given by you or for your benefit through the
White Form eIPO service to make an application for Hong Kong Offer HDRs, an actual
application shall be deemed to have been made. If you are a person for whose benefit the
electronic application instructions are given, you shall be deemed to have declared that
only one set of electronic application instructions has been given for your benefit. If you
are an agent for another person, you shall be deemed to have declared that you have
only given one set of electronic application instructions for the benefit of the person for
whom you are an agent and that you are duly authorized to give those instructions as an
agent.
For the avoidance of doubt, giving an application instruction under the White Form
eIPO service more than once and obtaining different application reference numbers
without effecting full payment in respect of a particular reference number will not
constitute an actual application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO Service Provider to apply on the terms and conditions in this
Prospectus, as supplemented and amended by the terms and conditions of the White
Form eIPO service.
By instructing your broker or custodian to apply for the Hong Kong Offer HDRs on
your behalf through the HKSCC EIPO channel, you (and, if you are joint applicants,
each of you jointly and severally) are deemed to have instructed and authorized
HKSCC to cause HKSCC Nominees (acting as nominee for the relevant HKSCC
Participants) to apply for Hong Kong Offer HDRs on your behalf and to do on your
behalf all the things stated in this Prospectus and any supplement to it.
For those applying through HKSCC EIPO channel, an actual application will be
deemed to have been made for any application instructions given by you or for your
benefit to HKSCC (in which case an application will be made by HKSCC Nominees on
your behalf) provided such application instruction has not been withdrawn or otherwise
invalidated before the closing time of the Hong Kong Public Offer.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions
taken by HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer
HDRs or for any breach of the terms and conditions of this Prospectus.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 358 ---
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
• Full name(s) 2 as shown on your
identity document
• Full name(s) 2 as shown on your
identity document
• Identity document’s issuing country
or jurisdiction
• Identity document’s issuing country
or jurisdiction
• Identity document type, with order
of priority:
i. HKID card; or
ii. N at i o n a l i d e n t i f i c at i o n
document; or
iii. Passport; and
• Identity document type, with order
of priority:
i. LEI registration document;
or
ii. Certificate of incorporation;
or
iii. B u s i n e s s re g i s t rat i o n
certificate; or
iv. Other equivalent document;
and
• Identity document number • Identity document number
Notes:
1. If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that
the identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a
HKID card. The number of joint applicants may not exceed four. If you are a firm, the applicant must
be in the individual members’ names.
2. The applicant’s full name as shown on their identity document must be used and the surname, given
name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both an English and Chinese name, both
English and Chinese names must be used. Otherwise, either English or Chinese names will be
accepted. The order of priority of the applicant’s identity document type must be strictly followed
and where an individual applicant has a valid HKID card (including both Hong Kong Residents and
Hong Kong Permanent Residents), the HKID number must be used when making an application to
subscribe for Hong Kong Offer HDRs. Similarly for corporate applicants, a LEI number must be used
if an entity has a LEI certificate.
3. If the applicant is a trustee, the client identification data (“ CID ”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the
CID of the asset management company or the individual fund, as appropriate, which has opened a
trading account with the broker will be required, as above.
4. The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
5. If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and
(ii), the identity document number, for each of the beneficial owners or, in the case(s) of joint
beneficial owners, for each joint beneficial owner. If you do not include this information, the
application will be treated as being made for your benefit.
6. If you are applying as an unlisted company and (i) the principal business of that company is dealing in
securities; and (ii) you exercise statutory control over that company, then the application will be
treated as being for your benefit and you should provide the required information in your application
as stated above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control ” means you:
• control the composition of the board of directors of our company;
• control more than half of the voting power of our company; or
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 359 ---
• hold more than half of the issued share capital of our company (not counting any part of it
which carries no right to participate beyond a specified amount in a distribution of either
profits or capital).
For those applying through H KSCC EIPO channel, and making an application under a
power of attorney, we and the Overall Coordinators, as our agent, have discretion to
consider whether to accept it on any conditions we think fit, including evidence of the
attorney’s authority.
Failing to provide any required information may result in your application being
rejected.
4. Permitted Number of Hong Kong Offer HDRs for Application
Board lot size . . . . . . . . : 100 HDRs
Permitted number of
Hong Kong Offer
HDRs for application
and amount payable on
application/successful
allotment . . . . . . . . . .
Hong Kong Offer HDRs are available for application
in specified board lot sizes only. Please refer to the
amount payable associated with each specified board
lot size in the table below.
The maximum Offer Price is HK$26.60 per HDR.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you to
pre-fund your application in such amount as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou are
responsible for complying with any such pre-funding
requirement imposed by your broker or custodian with
respect to the Hong Kong Offer HDRs you applied for.
By instructing your broker or custodian to apply for
the Hong Kong Offer HDRs on your behalf through
the HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC to
cause HKSCC Nominees (acting as nominee for the
relevant HKSCC Participants) to arrange payment of
the final Offer Price, brokerage, SFC transaction levy,
the Stock Exchange trading fee and the AFRC
transaction levy by debiting the relevant nominee bank
account at the Designated Bank for your broker or
custodian.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of HDRs you have
selected. You must pay the respective maximum
amount payable on application in full upon
application for Hong Kong Offer HDRs.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 360 ---
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable
(2)
on
application
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable
(2)
on
application
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable
(2)
on
application
No. of
Hong Kong
Offer HDRs
applied for
Amount
payable
(2)
on
application
HK$ HK$ HK$ HK$
100 2,686.82 2,000 53,736.53 30,000 806,047.84 400,000 10,747,304.40
200 5,373.65 3,000 80,604.78 40,000 1,074,730.45 500,000 13,434,130.50
300 8,060.48 4,000 107,473.04 50,000 1,343,413.06 1,000,000 26,868,261.00
400 10,747.31 5,000 134,341.30 60,000 1,612,095.65 1,500,000 40,302,391.50
500 13,434.13 6,000 161,209.57 70,000 1,880,778.26 2,000,000 53,736,522.00
600 16,120.95 7,000 188,077.83 80,000 2,149,460.88 2,500,000 67,170,652.50
700 18,807.78 8,000 214,946.09 90,000 2,418,143.49 3,000,000 80,604,783.00
800 21,494.60 9,000 241,814.35 100,000 2,686,826.10 3,500,000 94,038,913.50
900 24,181.44 10,000 268,682.61 200,000 5,373,652.20 4,000,000 107,473,044.00
1,000 26,868.26 20,000 537,365.22 300,000 8,060,478.30 4,483,400 (1) 120,461,161.37
(1) Maximum number of Hong Kong Offer HDRs you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and
AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants
(as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC
transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the
Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock
Exchange on behalf of the AFRC).
5. Multiple Applications Prohibited
Y
ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying
investor in your application as required under the paragraph headed “ — A. Applications
for Hong Kong Offer HDRs — 3. Information Required to Apply” in this section. If you
are suspected of submitting or cause to submit more than one application, all of your
applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) HKSCC
EIPO channel, or (iii) both channels concurrently are prohibited and will be rejected. If
you have made an application through the White Form eIPO service or HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not
apply for any International Offer HDRs.
6. Terms and Conditions of An Application
By applying for Hong Kong Offer HDRs through the White Form eIPO service or
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the
following things on your behalf):
(i) undertake to execute all relevant documents and instruct and authorize us and/or
the Overall Coordinators, as our agents, to execute any documents for you and to
do on your behalf all things necessary to register any Hong Kong Offer HDRs
allocated to you in your name or in the name of HKSCC Nominees as required by
the Articles of Association, and (if you are applying through the HKSCC EIPO
channel) to deposit the allotted Hong Kong Offer HDRs directly into CCASS for
the credit of your designated HKSCC Participant’s stock account on your behalf;
(ii) confirm that you have read and understand the terms and conditions and
application procedures set out in this Prospectus and the designated website of
the White Form eIPO service (or as the case may be, the agreement you entered
into with your broker or custodian), and agree to be bound by them;
(iii) (if you are applying through the HKSCC EIPO channel) agree to the
arrangements, undertakings and warranties under the participant agreement
between your broker or custodian and HKSCC and observe the General Rules of
HKSCC and the HKSCC Operational Procedures for giving application
instructions to apply for Hong Kong Offer HDRs;
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 361 ---
(iv) confirm that you are aware of the restrictions on offers and sales of HDRs set out
in this Prospectus and they do not apply to you, or the person(s) for whose benefit
you have made the application;
(v) confirm that you have read this Prospectus and any supplement to it and have
relied only on the information and representations contained therein in making
your application (or as the case may be, causing your application to be made) and
will not rely on any other information or representations;
(vi) agree that the Relevant Persons 1, the HDR Registrar and HKSCC will not be
liable for any information and representations not in this Prospectus and any
supplement to it;
(vii) agree to disclose the details of your application and your personal data and any
other personal data which may be required about you and the person(s) for whose
benefit you have made the application to us, the Relevant Persons, the HDR
Registrar, HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any
other statutory regulatory or governmental bodies or otherwise as required by
laws, rules or regulations, for the purposes under the paragraph headed “ — G.
Personal Data — 3. Purposes and 4. Transfer of personal data ” in this section;
(viii) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(ix) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the HDR Registrar by
way of publication of the results at the time and in the manner as specified in the
paragraph headed “— B. Publication of Results” in this section;
(x) confirm that you are aware of the situations specified in the paragraph headed
“— C. Circumstances In Which You Will Not Be Allocated Hong Kong Offer
HDRs ” in this section;
(xi) agree that your application or HKSCC Nominees’ application, any acceptance of
it and the resulting contract will be governed by and construed in accordance
with the laws of Hong Kong;
(xii) agree to comply with the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, the Articles of Association and laws of any
place outside Hong Kong that apply to your application and that neither we nor
the Relevant Persons will breach any law inside and/or outside Hong Kong as a
result of the acceptance of your offer to purchase, or any action arising from your
rights and obligations under the terms and conditions contained in this
Prospectus;
(xiii) confirm that (a) your application or HKSCC Nominees’ application on your
behalf is not financed directly or indirectly by our Company, any of our directors,
chief executives, substantial HDR Holder(s) or existing shareholder(s) of our
Company or any of its subsidiaries or any of their respective close associates; and
(b) you are not accustomed or will not be accustomed to taking instructions from
our Company, any of our directors, chief executives, substantial shareholder(s)
or existing shareholder(s) of our Company or any of its subsidiaries or any of
their respective close associates in relation to the acquisition, disposal, voting or
other disposition of the HDRs registered in your name or otherwise held by you;
1 Relevant Persons would include the Joint Sponsors, the Overall Coordinators, the Joint Global Coordinators,
the Joint Bookrunners, the Joint Lead Managers, the Underwriters, any of their or our Company’s respective
directors, officers, employees, partners, agents, advisers and any other parties involved in the Global Offering.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 362 ---
(xiv) warrant that the information you have provided is true and accurate;
(xv) confirm that you understand that we and the Overall Coordinators will rely on
your declarations and representations in deciding whether or not to allocate any
Hong Kong Offer HDRs to you and that you may be prosecuted for making a
false declaration;
(xvi) agree to accept Hong Kong Offer HDRs applied for or any lesser number
allocated to you under the application;
(xvii) declare and represent that this is the only application made and the only
application intended by you to be made to benefit you or the person for whose
benefit you are applying;
(xviii) (if the application is made for your own benefit) warrant that no other
application has been or will be made for your benefit by giving electronic
application instructions to HKSCC directly or indirectly or through the
application channel of the White Form eIPO service or by any one as your agent
or by any other person; and
(xix) (if you are making the application as an agent for the benefit of another person)
warrant that (1) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving electronic application instructions to HKSCC and the
White Form eIPO Service Provider and (2) you have due authority to give
electronic application instructions on behalf of that other person as its agent.
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer HDRs
through:
Platform Date/Time
Applying through the White Form eIPO service or HKSCC EIPO channel:
Website . . . . . . The designated results of allocation at the “Allotment
Results” page at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function.
The full list of (i) wholly or partially successful applicants
using the White Form eIPO service and HKSCC EIPO
channel, and (ii) the number of Hong Kong Offer HDRs
conditionally allotted to them, among other things, will be
displayed on the “Allotment Results” page of the White
Form eIPO service at www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
24 hours, from 11:00 p.m. on
Thursday, 25 June 2026 to 12:00
midnight on Wednesday, 1 July
2026 (Hong Kong time)
The Stock Exchange’s website at www.hkexnews.hk and our
website at https://merdekagoldresources.com which will
provide links to the above mentioned websites of the HDR
Registrar.
No later than 11:00 p.m. on
Thursday, 25 June 2026 (Hong
Kong time).
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 363 ---
Platform Date/Time
Telephone . . . . . +852 2862 8555 — the allocation results telephone enquiry
line provided by the HDR Registrar
between 9:00 a.m. and 6:00 p.m.,
on Friday, 26 June 2026, Monday,
29 June 2026, Tuesday, 30 June
2026 and Thursday, 2 July 2026
For those applying through HKSCC EIPO channel, you may also check with your
broker or custodian from 6:00 p.m. on Wednesday, 24 June 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m.
on Wednesday, 24 June 2026 (Hong Kong time) on a 24-hour basis and should report
any discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the results of the final Offer Price, the level of indications of
interest in the International Offering, the level of applications in the Hong Kong
Public Offering and the basis of allocations of Hong Kong Offer HDRs on the
Stock Exchange’s website at www.hkexnews.hk and our website at
https://merdekagoldresources.com by no later than 11:00 p.m. on Thursday, 25 June 2026
(Hong Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER HDRS
Y ou should note the following situations in which Hong Kong Offer HDRs will not be
allocated to you or the person(s) for whose benefit you are applying for:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf
may be revoked pursuant to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the HDR Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only
part of any application, without giving any reasons.
3. If the allocation of Hong Kong Offer HDRs is void:
The allocation of Hong Kong Offer HDRs will be void if the Stock Exchange
does not grant permission to list the HDRs either:
• within three weeks from the closing date of the application lists; or
• within a longer period of up to six weeks if the Stock Exchange notifies us
of that longer period within three weeks of the closing date of the
application lists.
4. If:
• you make multiple applications or suspected multiple applications. Y ou
may refer to the paragraph headed “ — A. Applications for Hong Kong Offer
HDRs — 5. Multiple Applications Prohibited ” in this section on what
constitutes multiple applications;
• your application instruction is incomplete;
• your payment (or confirmation of funds, as the case may be) is not made
correctly;
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 364 ---
• the Underwriting Agreements do not become unconditional or are
terminated;
• we or the Overall Coordinators believe that by accepting your application,
it or we would violate applicable securities or other laws, rules or
regulations.
5. If there is money settlement failure for allotted HDRs:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with
their Designated Bank before balloting. After balloting of Hong Kong Offer
HDRs, the Receiving Bank will collect the portion of these funds required to
settle each HKSCC Participant’s actual Hong Kong Public Offer HDR allotment
from their Designated Bank.
There is a risk of money settlement failure. In the extreme event of money
settlement failure by a HKSCC Participant (or its Designated Bank), who is
acting on your behalf in settling payment for your allotted HDRs, HKSCC will
contact the defaulting HKSCC Participant and its Designated Bank to determine
the cause of failure and request such defaulting HKSCC Participant to rectify or
procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the
affected Hong Kong Offer HDRs will be reallocated to the International
Offering. Hong Kong Offer HDRs applied for by you through the broker or
custodian may be affected to the extent of the settlement failure. In the extreme
case, you will not be allocated any Hong Kong Offer HDRs due to the money
settlement failure by such HKSCC Participant. None of us, the Relevant Persons,
the HDR Registrar and HKSCC is or will be liable if Hong Kong Offer HDRs are
not allocated to you due to the money settlement failure.
D. DESPATCH/COLLECTION OF HDR CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one HDR certificate for all Hong Kong Offer HDRs allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through
the HKSCC EIPO channel where the HDR certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the HDRs. No receipt will
be issued for sums paid on application.
HDR certificates will only become valid evidence of title at 8:00 a.m. on Friday, 26 June
2026 (Hong Kong time), provided that the Global Offering has become unconditional
and the right of termination described in the section headed “Underwriting” has not
been exercised. Investors who trade HDRs prior to the receipt of HDR certificates or
the HDR certificates becoming valid evidence of title do so entirely at their own risk.
The right is reserved to retain any HDR certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 365 ---
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Despatch/collection of HDR certificate 2
For application of 1,000,000
Hong Kong Offer HDRs or
more . . . . . . . . . . . . . . . .
Collection in person at the HDR
Registrar, Computershare
Hong Kong Investor Services
Limited, at Shops 1712-1716,
17th Floor, Hopewell Centre,
183 Queen’s Road East, Wan
Chai, Hong Kong
Time: from 9:00 a.m. to 1:00
p.m. on Friday, 26 June 2026
(Hong Kong time).
HDR certificate(s) will be issued
in the name of HKSCC
Nominees, deposited into
CCASS and credited to your
designated HKSCC
Participant’s stock account.
No action by you is required.
If you are an individual, you
must not authorise any other
person to collect for you.
If you are a corporate applicant,
your authorised representative
must bear a letter of
authorization from your
corporation stamped with your
corporation’s chop.
Both individuals and authorised
representatives must produce,
at the time of collection,
evidence of identity acceptable
to the HDR Registrar.
Note: If you do not collect your
HDR certificate(s) personally
within the time above, it/they
will be sent to the address
specified in your application
instructions by ordinary post
at your own risk
For application of less than
1,000,000 Hong Kong Offer
HDRs . . . . . . . . . . . . . . .
Y our HDR certificate(s) will be
sent to the address specified in
your application instructions
by ordinary post at your own
risk
Date: Thursday, 25 June 2026
2 Except in the event of any Severe Weather Signals (as defined below) in force in Hong Kong in the morning on
the business day before the Listing Date rendering it impossible for the relevant HDR certificates to be
dispatched to HKSCC in a timely manner, our Company shall procure the HDR Registrar to arrange for
delivery of the supporting documents and HDR certificates in accordance with the contingency arrangements
as agreed between them. Y ou may refer to “— E. Severe Weather Arrangements” in this section.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 366 ---
White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date . . . . . . . . . . . . . . . . . Friday, 26 June 2026 Subject to the arrangement
between you and your broker
or custodian
Responsible party . . . . . . . . . . HDR Registrar Y our broker or custodian
Application monies paid through
single bank account . . . . . . .
White Form e-Refund payment
instructions to your designated
bank account
Y our broker or custodian will
arrange refund to your
designated bank account
subject to the arrangement
between you and it
Application monies paid through
multiple bank accounts . . . . .
Refund cheque(s) will be
despatched to the address as
specified in your application
instructions by ordinary post
at your own risk
E. SEVERE WEATHER ARRANGEMENTS
The Opening and Closing of the Application Lists
The application lists will not open or close on Tuesday, 23 June 2026 if, there is/are:
• a tropical cyclone warning signal number 8 or above;
• a black rainstorm warning; and/or
• Extreme Conditions,
(collectively, “ Severe Weather Signals ”),
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, 23
June 2026.
Instead they will open between 11:45 a.m. and 12:00 noon and/or close at 12:00 noon on
the next business day which does not have Severe Weather Signals in force at any time
between 9:00 a.m. and 12:00 noon.
Prospective investors should be aware that a postponement of the opening/closing of
the application lists may result in a delay in the listing date. Should there be any changes
to the dates mentioned in the section headed “Expected Timetable” in this Prospectus,
an announcement will be made and published on the Stock Exchange’s website at
www.hkexnews.hk and our website at https://merdekagoldresources.com of the revised
timetable.
If a Severe Weather Signal is hoisted on Thursday, 25 June 2026, the HDR Registrar will
make appropriate arrangements for the delivery of the HDR certificate(s) to the
CCASS Depository’s service counter so that they would be available for trading on
Friday, 26 June 2026.
If a Severe Weather Signal is hoisted on Thursday, 25 June 2026, for application of less
than 1,000,000 Hong Kong Offer HDRs, the despatch of physical HDR certificate(s)
will be made by ordinary post when the post office re-opens after the Severe Weather
Signal is lowered or cancelled (e.g. in the afternoon of Thursday, 25 June 2026 or on
Friday, 26 June 2026).
If a Severe Weather Signal is hoisted on Friday, 26 June 2026, for application of
1,000,000 Hong Kong Offer HDRs or more, physical HDR certificate(s) will be
available for collection in person at the HDR Registrar’s office after the Severe Weather
Signal is lowered or cancelled (e.g. in the afternoon of Friday, 26 June 2026 or on
Monday, 29 June 2026).
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 367 ---
Prospective investors should be aware that if they choose to receive physical HDR
certificates issued in their own name, there may be a delay in receiving the HDR
certificates.
F. ADMISSION OF THE HDRS INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the HDRs on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the
HDRs will be accepted as eligible securities by HKSCC for deposit, clearance and
settlement in CCASS with effect from the date of commencement of dealings in the
HDRs or any other date HKSCC chooses. Settlement of transactions between
Exchange Participants is required to take place in CCASS on the second settlement day
after any trading day.
All activities under CCASS are subject to the General Rules of HKSCC and the
HKSCC Operational Procedures in effect from time to time.
All necessary arrangements have been made enabling the HDRs to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisor for details of
the settlement arrangement as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by our Company, the HDR Registrar, the receiving bank and the
Relevant Persons about you in the same way as it applies to personal data about
applicants other than HKSCC Nominees. This personal data may include client
identifier(s) and your identification information. By giving application instructions to
HKSCC, you acknowledge that you have read, understood and agree to all of the terms
of the Personal Information Collection Statement below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs the applicant for, and
holder of, Hong Kong Public Offer HDRs, of the policies and practices of our
Company and the HDR Registrar in relation to personal data and the Personal
Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong).
2. Reasons for the collection of your personal data
It is necessary for applicants and registered holders of Hong Kong Offer HDRs
to ensure that personal data supplied to our Company or its agents and the HDR
Registrar is accurate and up-to-date when applying for Hong Kong Offer HDRs
or transferring Hong Kong Offer HDRs into or out of their names or in
procuring the services of the HDR Registrar.
Failure to supply the requested data or supplying inaccurate data may result in
your application for Hong Kong Offer HDRs being rejected, or in the delay or the
inability of our Company or the HDR Registrar to effect transfers or otherwise
render their services. It may also prevent or delay registration or transfers of
Hong Kong Offer HDRs which you have successfully applied for and/or the
despatch of HDR certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer HDRs inform
our Company and the HDR Registrar immediately of any inaccuracies in the
personal data supplied.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 368 ---
3. Purposes
Y our personal data may be used, held, processed, and/or stored (by whatever
means) for the following purposes:
(a) processing your application and refund cheque and White Form e-Refund
payment instruction(s), where applicable, verification of compliance with
the terms and application procedures set out in this Prospectus and
announcing results of allocation of Hong Kong Offer HDRs;
(b) compliance with applicable laws and regulations in Hong Kong and
elsewhere;
(c) registering new issues or transfers into or out of the names of the holders
of the HDRs including, where applicable, HKSCC Nominees;
(d) maintaining or updating the register of members of our Company;
(e) verifying identities of applicants for and holders of the HDRs and
identifying any duplicate applications for the HDRs;
(f) facilitating Hong Kong Offer HDRs balloting;
(g) establishing benefit entitlements of holders of the HDRs, such as
dividends, rights issues, bonus issues, etc.;
(h) distributing communications from our Company and its subsidiaries;
(i) compiling statistical information and profiles of the holder of the HDRs;
(j) disclosing relevant information to facilitate claims on entitlements; and
(k) any other incidental or associated purposes relating to the above and/or to
enable our Company and the HDR Registrar to discharge their obligations
to applicants and holders of the HDRs and/or regulators and/or any other
purposes to which applicants and holders of the HDRs may from time to
time agree.
4. Transfer of personal data
Personal data held by our Company and the HDR Registrar relating to the
applicants for and holders of Hong Kong Offer HDRs will be kept confidential
but our Company and the HDR Registrar may, to the extent necessary for
achieving any of the above purposes, disclose, obtain or transfer (whether within
or outside Hong Kong) the personal data to, from or with any of the following:
(a) our Company’s appointed agents such as financial advisers, receiving bank
and overseas principal share registrar;
(b) HKSCC or HKSCC Nominees, who will use the personal data and may
transfer the personal data to the HDR Registrar, in each case for the
purposes of providing its services or facilities or performing its functions in
accordance with its rules or procedures and operating FINI and CCASS
(including where applicants for the Hong Kong Offer HDRs request a
deposit into CCASS);
(c) any agents, contractors or third-party service providers who offer
administrative, telecommunications, computer, payment or other services
to our Company or the HDR Registrar in connection with their respective
business operation;
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 369 ---
(d) the Stock Exchange, the SFC and any other statutory regulatory or
governmental bodies or otherwise as required by laws, rules or regulations,
including for the purpose of the Stock Exchange’s administration of the
Listing Rules and the SFC’s performance of its statutory functions; and
(e) any persons or institutions with which the holders of Hong Kong Offer
HDRs have or propose to have dealings, such as their bankers, solicitors,
accountants or brokers etc.
5. Retention of personal data
Our Company and the HDR Registrar will keep the personal data of the
applicants and holders of Hong Kong Offer HDRs for as long as necessary to
fulfil the purposes for which the personal data were collected. Personal data
which is no longer required will be destroyed or dealt with in accordance with the
Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong).
6. Access to and correction of personal data
Applicants for and holders of Hong Kong Offer HDRs have the right to ascertain
whether our Company or the HDR Registrar hold their personal data, to obtain
a copy of that data, and to correct any data that is inaccurate. Our Company and
the HDR Registrar have the right to charge a reasonable fee for the processing of
such requests. All requests for access to data or correction of data should be
addressed to our Company and the HDR Registrar, at their registered address
disclosed in the section headed “Corporate information” in this Prospectus or as
notified from time to time, or the HDR Registrar for the attention of the privacy
compliance officer.
HOW TO APPLY FOR HONG KONG OFFER HDRS
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--- page 370 ---
The following is the text of a report, prepared for inclusion in this document, received from the
independent reporting accountants of the Company, BDO Limited, Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this prospectus. It is prepared and
addressed to the directors of the Company and to the Joint Sponsors pursuant to the
requirements of Hong Kong Standard on Investment Circular Reporting Engagements 200,
“ Accountants’ Reports on Historical Financial Information in Investment Circulars” issued by
the Hong Kong Institute of Certified Public Accountants.
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO THE
DIRECTORS OF PT MERDEKA GOLD RESOURCES Tbk, UBS SECURITIES HONG
KONG LIMITED AND CITIC SECURITIES (HONG KONG) LIMITED
INTRODUCTION
We report on the historical financial information of PT Merdeka Gold Resources Tbk (the
“Company ”) and its subsidiaries (together, the “ Group ”) set out on pages I-3 to I-66, which
comprises the consolidated statements of financial position of the Group and the statements
of financial position of the Company as at 31 December 2023, 2024 and 2025, the
consolidated statements of profit or loss and other comprehensive income, the consolidated
statements of changes in equity and the consolidated statements of cash flows of the Group
for each of the years ended 31 December 2023, 2024 and 2025 (the “ Track Record Period ”) and
material accounting policy information and other explanatory information (together, the
“Historical Financial Information ”). The Historical Financial Information set out on pages
I-3 to I-66 forms an integral part of this report, which has been prepared for inclusion in the
prospectus of the Company dated 17 June 2026 (the “ Prospectus ”) in connection with the
initial listing of HDRs of the Company on the Main Board of The Stock Exchange of Hong
Kong Limited (the “ Stock Exchange ”).
DIRECTORS’ RESPONSIBILITY FOR THE HISTORICAL FINANCIAL
INFORMATION
The directors of the Company are responsible for the preparation of the Historical Financial
Information that gives a true and fair view in accordance with the basis of preparation set out
in note 2 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
REPORTING ACCOUNTANTS’ RESPONSIBILITY
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard
on Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical
Financial Information in Investment Circulars issued by the Hong Kong Institute of Certified
Public Accountants (“ HKICPA ”). This standard requires that we comply with ethical
standards and plan and perform our work to obtain reasonable assurance about whether the
Historical Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in
accordance with the basis of preparation set out in note 2 to the Historical Financial
Information in order to design procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Our work also included evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the directors, as well as evaluating the overall
presentation of the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 371 ---
OPINION
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the
Company as at 31 December 2023, 2024 and 2025 and of the financial performance and cash
flows of the Group for each of the Track Record Period in accordance with the basis of
preparation set out in note 2 to the Historical Financial Information.
REPORT ON MATTERS UNDER THE RULES GOVERNING THE LISTING OF
SECURITIES ON THE STOCK EXCHANGE AND THE COMPANIES (WINDING UP
AND MISCELLANEOUS PROVISIONS) ORDINANCE
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-3 have been made.
Dividends
We refer to note 13 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Track Record Period.
BDO Limited
Certified Public Accountants
LEONG, Jonathan Russell
Practising Certificate no. P03246
Hong Kong
17 June 2026
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 372 ---
I. HISTORICAL FINANCIAL INFORMATION OF THE GROUP
i. Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of
this accountants’ report. The consolidated financial statements of the Group for the
Track Record Period, on which the Historical Financial Information is based, have been
prepared in accordance with the accounting policies which conform with IFRS
Accounting Standards as issued by the International Accounting Standards Board
(“IASB ”) and were audited by BDO Limited in accordance with Hong Kong Standards
on Auditing issued by the HKICPA (the “ Underlying Financial Statements ”).
The Historical Financial Information is presented in United States Dollar (“ USD ”),
and all values are rounded to the nearest thousand (USD’000) except when otherwise
indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 373 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Year ended 31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
REVENUE . . . . . . . . . . . . . . . . . . 6 1,394 1,750 132
COST OF REVENUE . . . . . . . . . . 9 (936) (1,180) (278)
GROSS PROFIT/(LOSS) . . . . . . . 458 570 (146)
OPERATING EXPENSE
General and administrative
expenses . . . . . . . . . . . . . . . . . . . 9 (2,170) (1,019) (9,486)
LOSS FROM OPERATING . . . . . (1,712) (449) (9,632)
Finance income . . . . . . . . . . . . . . . 188 688 1,209
Finance expenses . . . . . . . . . . . . . . 7 (8,994) (20,673) (14,724)
Other income/(expense) – net . . . . . 8 387 5,500 (2,245)
LOSS BEFORE INCOME TAX . . (10,131) (14,934) (25,392)
Income tax benefit/(expense) . . . . . 10a 3,294 2,234 (2,102)
LOSS FOR THE YEAR . . . . . . . . . (6,837) (12,700) (27,494)
OTHER COMPREHENSIVE
(LOSS)/INCOME THAT WILL
BE RECLASSIFIED TO
PROFIT OR LOSS:
Exchange difference on financial
statements translation . . . . . . . (25) (680) 158
OTHER COMPREHENSIVE
(LOSS)/INCOME THAT NOT
WILL BE RECLASSIFIED TO
PROFIT OR LOSS:
Actuarial (loss)/gain . . . . . . . . . . 29 (8) 81 4
Related income benefit/(tax) . . . . 18 2 (22) –
Other comprehensive (loss)/income –
net . . . . . . . . . . . . . . . . . . . . . . . (31) (621) 162
TOTAL COMPREHENSIVE
LOSS FOR THE YEAR . . . . . . . (6,868) (13,321) (27,332)
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 374 ---
Year ended 31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
LOSS FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the parent entity . . . . (6,836) (12,700) (27,492)
Non-controlling interest . . . . . . . (1) – (2)
TOTAL . . . . . . . . . . . . . . . . . . . . . (6,837) (12,700) (27,494)
TOTAL COMPREHENSIVE
LOSS FOR THE YEAR
ATTRIBUTABLE TO:
Owners of the parent entity . . . . (6,867) (13,322) (27,330)
Non-controlling interest . . . . . . . (1) – (2)
TOTAL . . . . . . . . . . . . . . . . . . . . . (6,868) (13,322) (27,332)
LOSS PER SHARE
ATTRIBUTABLE TO
ORDINARY EQUITY
HOLDERS OF THE PARENT
Basic (USD) . . . . . . . . . . . . . . . . 12 (0.0005) (0.0009) (0.0019)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 375 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment . . . . 14 69,194 148,724 317,195
Exploration and evaluation assets . 15 175,843 182,258 –
Mining properties . . . . . . . . . . . . . 16 – 82,923 305,584
Advances and prepayments –
non-current portion . . . . . . . . . . 17 2,956 13,667 10,628
Goodwill . . . . . . . . . . . . . . . . . . . . 37 122 122 –
Trade and other receivables –
non-current portion . . . . . . . . . . 21 55,068 19,689 36,076
Deferred tax assets . . . . . . . . . . . . . 18a 4,385 8,622 7,402
Other non-current assets . . . . . . . . 19 1,399 2,271 2,522
Total non-current assets . . . . . . . . . 308,967 458,276 679,407
CURRENT ASSETS
Inventories . . . . . . . . . . . . . . . . . . . 20 610 573 10,515
Trade and other receivables –
current portion . . . . . . . . . . . . . . 21 5,128 – 428
Advances and prepayments –
current portion . . . . . . . . . . . . . . 17 1,595 3,537 4,980
Cash and banks . . . . . . . . . . . . . . . 22 12,351 67,335 45,308
Total current assets . . . . . . . . . . . . 19,684 71,445 61,231
TOTAL ASSETS . . . . . . . . . . . . . . 328,651 529,721 740,638
LIABILITIES
CURRENT LIABILITIES
Trade payables, other payable and
accruals . . . . . . . . . . . . . . . . . . . 24 25,586 49,289 57,248
Sale and leaseback arrangement –
current portion . . . . . . . . . . . . . . 25 3,339 6,732 9,835
Lease liabilities – current portion . . 26 17 19 620
Provision for mining rehabilitation
– current portion . . . . . . . . . . . . 27 – – 26
Total current liabilities . . . . . . . . . . 28,942 56,040 67,729
Total assets less current liabilities . . 299,709 473,681 672,909
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 376 ---
31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
Net current (liabilities)/assets . . . . . (9,258) 15,405 (6,498)
NON-CURRENT LIABILITIES
Borrowings . . . . . . . . . . . . . . . . . . 28 133,700 177,946 260,404
Sale and leaseback arrangement –
non-current portion . . . . . . . . . . 25 10,663 15,609 16,081
Lease liabilities – non-current
portion . . . . . . . . . . . . . . . . . . . . 26 52 39 2,657
Deferred tax liabilities . . . . . . . . . . 18b – 6,404 6,705
Employment benefits liability . . . . . 29 98 645 1,222
Provision for mining rehabilitation
– non current portion . . . . . . . . . 27 – – 4,901
Total non-current liabilities . . . . . . . 144,513 200,643 291,970
TOTAL LIABILITIES . . . . . . . . . . 173,455 256,683 359,699
NET ASSETS . . . . . . . . . . . . . . . . 155,196 273,038 380,939
EQUITY
Equity attributable to owners of the
parent entity
Share capital . . . . . . . . . . . . . . . . . 30 6,996 138,115 152,891
Additional paid-in capital – net . . . 31 168,264 168,264 302,463
Treasury stock . . . . . . . . . . . . . . . . – – (13,742)
Translation reserve . . . . . . . . . . . . . 1,255 575 733
Employment benefits reserve. . . . . . (11) 47 51
Accumulated losses . . . . . . . . . . . . (21,307) (34,007) (61,499)
Total equity attributable to owners
of the parent entity . . . . . . . . . . . 155,197 272,994 380,897
Non-controlling interest . . . . . . . . . (1) 44 42
TOTAL EQUITY . . . . . . . . . . . . . . 155,196 273,038 380,939
TOTAL LIABILITIES AND
EQUITY . . . . . . . . . . . . . . . . . . . 328,651 529,721 740,638
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 377 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Equity attributable to parent entity
Notes Share capital
Additional
paid-in
capital – net
Translation
Reserve
Employment
Benefits
Reserve Treasury Stock
Accumulated
losses
Owners of the
parent entity
Non-controlling
interest Total equity
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
(Note a) (Note b) (Note c)
Balance as of 1 January 2023 . . . . . . . . . . 30, 31 6,996 172,532 1,280 (5) – (14,471) 166,332 – 166,332
Transaction with controlling entities . . . . . . – (417) – – – – (417) – (417)
Adjustment in relation to restructuring of an
entity under common control (note d) . . . . – (3,851) – – – – (3,851) – (3,851)
Loss for the year . . . . . . . . . . . . . . . – – – – – (6,836) (6,836) (1) (6,837)
Other comprehensive loss for the year . . . . . – – (25) (6) – – (31) – (31)
Balance as of 31 December 2023 . . . . . . . . 30, 31 6,996 168,264 1,255 (11) – (21,307) 155,197 (1) 155,196
Issuance of shares . . . . . . . . . . . . . . 131,119 – – – – – 131,119 – 131,119
Loss for the year . . . . . . . . . . . . . . . – – – – – (12,700) (12,700) – (12,700)
Other comprehensive loss for the year . . . . . – – (680) 58 – – (622) – (622)
Acquisition of a subsidiary . . . . . . . . . . – – – – – – – 45 45
Balance as of 31 December 2024 . . . . . . . . 30, 31 138,115 168,264 575 47 – (34,007) 272,994 44 273,038
Treasury buyback shares . . . . . . . . . . . . – (127,658) – – (13,742) – (141,400) – (141,400)
Share capital issuance from Initial Public
Offering (note 31) . . . . . . . . . . . . . 14,776 268,915 – – – – 283,691 – 283,691
Share issuance cost . . . . . . . . . . . . . . – (7,058) – – – – (7,058) – (7,058)
Loss for the year . . . . . . . . . . . . . . . – – – – – (27,492) (27,492) (2) (27,494)
Other comprehensive income for the year . . . . – – 158 4 – – 162 – 162
Balance as of 31 December 2025 . . . . . . . . 30, 31 152,891 302,463 733 51 (13,742) (61,499) 380,897 42 380,939
Notes:
(a) Translation reserve represents foreign exchange differences arising from the translation of the financial statements of the subsidiaries with functional currency other than
USD.
(b) Employment benefits reserve of the Group represents actuarial gains or losses arising from the remeasurement of defined benefit obligations under employee benefit plans.
(c) Treasury stock represents the buyback of all shares previously held by PT Permata Alam Kapital, comprising 1,448,866,615 shares, for a consideration of USD141,400,000;
although the repurchase amount was USD141,400,000, the original share value at the time PT Permata Alam Kapital entered the Company was USD125,000,000, which was
subsequently adjusted to USD13,742,000 at a nominal price of Rp150 (equivalent to USD0.01) following a stock split and harmonization of share classes prior to the
transaction and balance of USD127,658,000 was adjusted to additional paid-in capital.
(d) The adjustment represents the difference between the cash consideration paid for the acquisition of shares and the net book value of MAP and MMI on the acquisition date.
As this transaction involves entities under common control, the excess of the purchase price over the net book value is recognized in additional paid-in capital.
APPENDIX I ACCOUNTANTS’ REPORT
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended 31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
CASH FLOWS FROM
OPERATING ACTIVITIES
Loss before tax . . . . . . . . . . . . . . . . (10,131) (14,934) (25,392)
Adjustments for:
Depreciation of property, plant
and equipment . . . . . . . . . . . . 14 352 235 56
(Gain)/loss on foreign currency . . (56) (266) 1,971
Fair value change
on equity interest . . . . . . . . . . . 8 – (4,950) –
Excess value in acquisition of
subsidiaries . . . . . . . . . . . . . . . 8 – (845) –
Employee benefit expense . . . . . . 9 3 4 6
Impairment of goodwill . . . . . . . 37 – – 122
Finance income . . . . . . . . . . . . . (188) (688) (1,209)
Finance expense . . . . . . . . . . . . . 7 8,994 20,673 14,724
Operating cash flow before
working capital change . . . . . . . (1,026) (771) (9,722)
(Increase)/decrease in inventories 20 (496) 46 (8,508)
Increase in trade and other
receivables . . . . . . . . . . . . . . . . 21 (6,849) (1,096) (18,127)
Increase in advances and
prepayments . . . . . . . . . . . . . . 17 (1,464) (1,942) (1,442)
Decrease/(increase) in other
non-current assets . . . . . . . . . . 19 5 (872) (251)
Decrease in trade payables, other
payable and accruals . . . . . . . . 24 (6,911) (2,334) 15,279
Increase in employee benefit
liabilities . . . . . . . . . . . . . . . . . 29 64 262 575
Cash used in operations . . . . . . . . . (16,677) (6,707) (22,196)
Finance income. . . . . . . . . . . . . . . . 188 688 1,209
Income taxes paid . . . . . . . . . . . . . – (262) (727)
Net cash flows used in operating
activities . . . . . . . . . . . . . . . . . . . (16,489) (6,281) (21,714)
CASH FLOWS FROM
INVESTING ACTIVITIES
Addition of exploration and
evaluation assets . . . . . . . . . . . . . 15 (18,011) (3,576) (4,850)
Addition of mining properties . . . . 16 – (3,474) (25,590)
Acquisition of property, plant and
equipment . . . . . . . . . . . . . . . . . 14 (39,402) (90,928) (152,121)
Consideration paid for acquisition
of a subsidiary. . . . . . . . . . . . . . . 35 – (8,061) –
Borrowing to a related party . . . . . (27,284) – –
Net cash flows used in investing
activities . . . . . . . . . . . . . . . . . . . (84,697) (106,039) (182,561)
APPENDIX I ACCOUNTANTS’ REPORT
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Year ended 31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from borrowing from a
related party . . . . . . . . . . . . . . . . 100,200 140,656 261,250
Repayment of borrowing from a
related party . . . . . . . . . . . . . . . . – (100,606) (435,000)
Proceeds from issuance of shares . . – 131,119 283,691
Share issuance cost . . . . . . . . . . . . – – (7,058)
Consideration paid for treasury
stock . . . . . . . . . . . . . . . . . . . . . – – (141,400)
Proceeds from sale and leaseback
arrangement . . . . . . . . . . . . . . . . 9,541 12,989 12,174
Payment of sale and leaseback
arrangement . . . . . . . . . . . . . . . . 25 (653) (4,713) (8,599)
Payment of interest for sale and
leaseback arrangement. . . . . . . . . (443) (1,536) (1,957)
Payment of principal portion lease
liabilities . . . . . . . . . . . . . . . . . . . 26 (498) (11) (15)
Payment of interest portion of
lease liabilities . . . . . . . . . . . . . . . (31) (5) (9)
Proceeds from bank borrowing . . . . – 5,000 310,000
Payment of bank borrowing . . . . . . – – (50,000)
Payment of borrowing cost . . . . . . – (804) (4,823)
Payment of interest on a related
party borrowing . . . . . . . . . . . . . (135) (13,994) (35,126)
Payment of interest on bank
borrowing . . . . . . . . . . . . . . . . . . 7 – (112) (1,038)
Net cash flows from financing
activities . . . . . . . . . . . . . . . . . . . 107,981 167,983 182,090
NET INCREASE/(DECREASE) IN
CASH AND BANKS . . . . . . . . . . 6,795 55,663 (22,185)
CASH AND BANKS AT
BEGINNING OF THE YEAR . . 22 5,582 12,351 67,335
Effect of foreign exchange
translation on cash and banks . . (26) (679) 158
CASH AND BANKS AT END OF
THE YEAR . . . . . . . . . . . . . . . . 22 12,351 67,335 45,308
APPENDIX I ACCOUNTANTS’ REPORT
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STATEMENT OF FINANCIAL POSITION OF THE COMPANY
31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment . . . . 14 – – 40
Other receivables . . . . . . . . . . . . . . 21 78,969 217,155 157,005
Investment in subsidiaries . . . . . . . 23 224,108 209,056 249,742
Deferred tax assets . . . . . . . . . . . . . 18a 745 2,299 –
Other non-current assets . . . . . . . . 19 3 3 12
Total non-current assets . . . . . . . . . 303,825 428,513 406,799
CURRENT ASSETS
Cash and banks . . . . . . . . . . . . . . . 22 1,390 53,503 19,120
Prepayments . . . . . . . . . . . . . . . . . 17 25 21 125
Total current assets . . . . . . . . . . . . 1,415 53,524 19,245
TOTAL ASSETS . . . . . . . . . . . . . . 305,240 482,037 426,044
LIABILITIES
CURRENT LIABILITIES
Trade payables, other payable and
accruals . . . . . . . . . . . . . . . . . . . 24 8,723 13,704 1,054
Lease liabilities . . . . . . . . . . . . . . . 26 – – 20
Total current liabilities . . . . . . . . . . 8,723 13,704 1,074
Total assets less current liabilities . . 296,517 468,333 424,970
Net current (liabilities)/assets . . . . . (7,308) 39,820 18,171
NON-CURRENT LIABILITIES
Borrowings . . . . . . . . . . . . . . . . . . 28 133,700 177,946 –
Lease liabilities . . . . . . . . . . . . . . . 26 – – 23
Employment benefits liability . . . . . 29 6 – 1
Total non-current liabilities . . . . . . . 133,706 177,946 24
TOTAL LIABILITIES . . . . . . . . . . 142,429 191,650 1,098
NET ASSETS . . . . . . . . . . . . . . . . 162,811 290,387 424,946
EQUITY
Equity attributable to owners of the
parent entity
Share capital . . . . . . . . . . . . . . . . . 30 6,996 138,115 152,891
Additional paid-in capital – net . . . 38 168,681 168,681 302,880
Treasury stock . . . . . . . . . . . . . . . . 38 – – (13,742)
Employment benefits reserve. . . . . . 38 1,125 1,125 1,125
Accumulated losses . . . . . . . . . . . . (13,991) (17,534) (18,208)
TOTAL EQUITY . . . . . . . . . . . . . . 162,811 290,387 424,946
TOTAL LIABILITIES AND
EQUITY . . . . . . . . . . . . . . . . . . . 305,240 482,037 426,044
APPENDIX I ACCOUNTANTS’ REPORT
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NOTES TO HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
a
. Establishment and general information
PT Merdeka Gold Resources Tbk (formerly PT Pani Bersama Jaya) (the “ Company ”), was established
in the Republic of Indonesia based on Deed of Establishment No. 87 dated 20 November 2015 made
before Humberg Lie, S.H., S.E., M.Kn., Notary in North Jakarta. The Company’s Deed of
Establishment was ratified by the Minister of Law (formerly Minister of Law and Human Rights of
Republic of Indonesia) (“ MOL ”) under its Decree No. AHU-2467705.AH.01.01.TAHUN 2015 dated
20 November 2015.
The most recent amendment to the Company’s Articles of Association was based on Deed of
Statement of Shareholders’ Resolutions No. 49 dated 7 October 2025, made before Jose Dima Satria,
S.H., M.Kn., Notary in South Jakarta Administrative City (“ Deed 49/2025 ”), regarding the change of
issued and paid-up capital resulting from the implementation of initial public offering of shares of
the Company. Such deed has been notified to the MOL based on Receipt of Notification on the
Amendment of the Company’s Articles of Association No. AHU-AH.01.03-0241346 dated 7 October
2025.
In accordance with Article 3 of the Company’s Articles of Association, the scope of its activities is
holding companies and other management consulting activities. Currently, the business activity
carried out by the Company is as a holding company of a business group engaged in gold mining and
its associated minerals, processing and other related business activities that are vertically integrated.
In the last quarter of 2025, the Group has commenced certain per-production mining activities but
has not commenced commercial operations.
The Company is domiciled in Treasury Tower 67th floor, District 8 SCBD Lot 28, Jl. Jenderal
Sudirman Kav. 52-53, Subregency Senayan, Regency Kebayoran Baru, South Jakarta 12190, Province
of DKI Jakarta, Indonesia.
The ultimate parent entity of the Company is PT Merdeka Copper Gold Tbk (“ MCG ”), which is
incorporated in Indonesia and list on the Indonesia Stock Exchange (“ IDX ”).
As of the date of this report, the statutory financial statements of the Company for the years ended 31
December 2023, 2024 and 2025 have been prepared and audited by BDO Indonesia. The Company
had direct and indirect interests in its subsidiaries, the particulars of which are set out below:
Effective percentage of ownership
Issued and fully paid share capital
(in USD’000)
Subsidiaries Domicile Nature of business
31
December
2023
31
December
2024
31
December
2025
31
December
2023
31
December
2024
31
December
2025
PT Gorontalo Sejahtera Mining
(“GSM ”) (a) . . . . . . . .
Indonesia Mineral mining 99.99% 99.99% 99.99% 150,931 150,931 270,333
PT Pani Bersama Tambang
(“PBT ”)
(a)
. . . . . . . .
Indonesia Manufacture of precious basic metals
industry
99.99% 99.99% 99.99% 58,043 27,313 322,199
PT Merdeka Mining Indonesia
(“MMI ”) (a)(d) . . . . . . .
Indonesia Mining and other quarrying
supporting activities, leasing
activities for construction equipment
with operators and leasing and
operating leasing activities for
mining and energy machinery and its
equipment
99.99% 99.99% 99.99% 326 11,326 61,778
PT Mentari Alam Persada
(“MAP ”)
(a)(e) . . . . . . .
Indonesia Wholesale trading on a fee or contract
basis, other transportation support
service activities, other business
support services activities, owned or
leased real estate activities, and road
civil building construction
99.99% 99.99% 99.99% 14,699 19,282 21,990
PT Pani Industri Jaya (“ PIJ ”)
(c) . Indonesia Industrial Area – 99.96% 99.96% – 163 154
PT Puncak Emas Tani Sejahtera
(“PETS ”) (a)(f) through PT
Puncak Emas Gorontalo and
PBT . . . . . . . . . . .
Indonesia Ore mining – 99.99% 99.99% – – 179,671
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 382 ---
Effective percentage of ownership
Issued and fully paid share capital
(in USD’000)
Subsidiaries Domicile Nature of business
31
December
2023
31
December
2024
31
December
2025
31
December
2023
31
December
2024
31
December
2025
PT Puncak Emas Gorontalo
(“PEG”) through PBT (b) . . .
Indonesia Holding company 99.99% 99.99% 99.99% – – 10,728
PT Pani Industri Nusantara
(“PIN ”) through PETS and
GSM
(c)
. . . . . . . . .
Indonesia Manufacture of nonferrous basic
metals
– – 99.99% – – 659
Notes:
(a) As of the date of this report, the statutory financial statements of these companies for the
years ended 31 December 2023 and 2024 have been prepared and audited by BDO Indonesia.
The statutory financial statements for the year ended 31 December 2025 have also been
audited and issued by BDO Indonesia.
(b) As of the date of this report, the statutory financial statements of this company for the years
ended 31 December 2023 and 2024 have been prepared and audited by BDO Indonesia. The
statutory financial statements for the year ended 31 December 2025 have also been audited by
BDO Indonesia but not yet issued.
(c) The statutory financial statements for the years ended 31 December 2023, 2024 and 2025 have
not been audited as the companies had total assets of less than IDR 50 billion and, pursuant
to Law No. 40 of 2007 on Limited Liability Companies in Indonesia, are not required to have
their financial statements audited.
(d) Based on the Deed of Statement of Circular Resolution in Lieu of Extraordinary General
Meeting of Shareholders of MMI No. 43 dated 20 September 2023, made before Darmawan
Tjoa, S.H., S.E., Notary in Jakarta, as approved by and notified to the MOL based on (i)
MOL Decree No. AHU-0056558.AH.01.02.TAHUN 2023, and (ii) Receipt of Notification of
Amendment of Articles of Association No. AHU-AH.01.03-0119645, all of them dated 20
September 2023, the shareholders of MMI consented to the increase of the authorized
capital. For those purposes, MMI issued new shares totaling 990,000 shares, with a nominal
value of Rp4,950,000,000 (equivalent to USD322,308). The Company subscribed for all of
such new shares issued by MMI, which is sufficient to provide the Company with 99%
ownership of the issued and paid-up capital of MMI. Therefore, the Company effectively
controls and consolidates MMI in the Group’s consolidated financial statements.
Based on the Deed of Statement of Circular Resolution in Lieu of Extraordinary General
Meeting of Shareholders of MMI No. 44 dated 20 September 2023, made before Darmawan
Tjoa, S.H., S.E., Notary in Jakarta, as notified to and received by the MOL based on Receipt
of Notification of Change of Company’s Data No. AHU-AH.01.09-0165221 dated 20
September 2023, the shareholders of MMI consent to the transfer of shares owned by MCG,
the former owner of MMI and ultimate parent entity of the Company totaling 9,999 shares,
with a nominal value of Rp49,995,000 (equivalent to USD3,252) to the Company. Therefore
the Company’s shares ownership in MMI becomes 99.99% of the issued and paid-up capital of
MMI.
The acquisition of MMI constituted a business combination under common control. The
consolidated financial statements have been prepared whereby MMI is consolidated since the
beginning of the period in which the combined entities were under common control. The fair
value of the consideration paid which was settled in cash amounted to USD326,000. The total
net identified net assets acquired amounted to USD438,000 with the excess of the
consideration over the identifiable net assets was recognized as additional paid in capital of
USD112,000.
(e) Based on the Deed of Statement of Circular Resolution in Lieu of Extraordinary General
Meeting of Shareholders of MAP No. 53 dated 18 December 2023, made before Darmawan
Tjoa, S.H., S.E., Notary in Jakarta, as approved by and notified to the MOL based on (i)
MOL Decree No. AHU-0079049.AH.01.02.TAHUN 2023, and (ii) Receipt of Notification of
Amendment of Articles of Association No. AHU-AH.01.03-0157460, all of them dated 18
December 2023 (“ MAP Deed No. 53/2023 ”), the shareholders of MAP consented to the
increase of the authorized capital. For those purposes, MAP issued new shares totaling
668,000 shares, with a nominal value of IDR167,000,000,000 (equivalent to USD10,855,000).
The Company subscribed for all of such new shares issued by MAP, which is sufficient to
provide the Company with 73.55% ownership of the issued and paid-up capital of MAP .
Therefore, the Company effectively controls and consolidates MAP in the Group’s
consolidated financial statements since that date.
MAP No. 54 dated 18 December 2023, made before Darmawan Tjoa, S.H., S.E., Notary in
Jakarta, as notified to and received by the MOL based on Receipt of Notification of Change
of Company Data No. AHU-AH.01.09-0197083 dated 18 December 2023, the shareholders of
MAP consented to the transfer of shares owned by MCG, the former owner of MAP and
ultimate parent entity of the Company totaling 240,199 shares, with a nominal value of
Rp60,049,750,000 (equivalent to USD3,843,573) to the Company. Therefore the Company’s
shares ownership in MAP becomes 99.99% of the issued and paid-up capital of MAP .
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 383 ---
The acquisition of MAP constituted a business combination under common control. The
consolidated financial statements have been prepared whereby MAP is consolidated since the
beginning of the period in which the combined entities were under common control. The fair
value of the consideration paid which was settled in cash amounted to USD14,905,000. The
total net identified net assets acquired amounted to USD14,375,000 with the excess of the
consideration over the identifiable net assets was recognized as additional paid in capital of
USD530,000.
(f) Under control since year 2024.
b. Company’s public offering in Indonesia in September 2025
On 15 September 2025, the Company has obtained its effective statement from Financial Services
Authority (“ OJK ”) in its letter No. S-99/D.04/2025 to conduct the initial public offering (“ IPO ”) in
Indonesia for issuance of 1,618,023,300 ordinary shares at the nominal price of Rp150 equivalent to
USD0.01 per share and offered to the public at the price of Rp2,880 (equivalent to USD0.18) per
share. The company raised gross proceeds of approximately US$283,691,000 (before deduction of
expenses) under the Indonesian IPO. Accordingly, as of 23 September 2025, the Company’s shares
have been officially traded on the IDX.
2. BASIS OF PREPARATION
The Historical Financial Information has been prepared based on the accounting policies which conform with
IFRS Accounting Standards as issued by the IASB. For the purpose of preparation of the Historical
Financial Information, information is considered material if such information is reasonably expected to
influence decisions made by primary users. In addition, the Historical Financial Information include
applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (“ Listing Rules ”) and by the Hong Kong Companies Ordinance. The Historical Financial
Information has been prepared on the historical cost convention, except as discussed in the accounting polices
and the notes to the Historical Financial Information.
As at 31 December 2023 and 2025, the Group had net current liabilities of approximately USD9,258,000 and
USD6,498,000. In the opinion of the directors of the Company, the Historical Financial Information has
been prepared on a going concern basis because the Group will be able to meet in full its financial obligations
as and when they fall due for the next twelve months from the date of this report, taking into account of the
expected cash inflows from operations, utilisation of undrawn facilities currently available to the Group and
the availability of internal funding resources within the Group.
3. ISSUED BUT NOT YET EFFECTIVE IFRS ACCOUNTING STANDARDS
The Group has not applied the following new and amended IFRS Accounting Standards, that have been
issued but are not yet effective. The Group intends to apply these new and amended IFRS Accounting
Standards, if applicable, when they become effective:
Amendments to IFRS 9 Financial
Instruments and IFRS 7 Financial
Instruments: Disclosures
Amendments to the Classification and Measurement of
Financial Instruments
1
Amendments to IFRS 9 Financial
Instruments and IFRS 7 Financial
Instruments: Disclosures
Contracts Referencing Nature-dependent Electricity
1
Annual Improvements to
IFRS Accounting Standards —
Volume 11
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7
1
IFRS 18 Presentation and Disclosure in Financial Statements 2
IFRS 19 and its amendments Subsidiaries without Public Accountability: Disclosures 2
IFRS 20 Regulatory Assets and Regulatory Liabilities 4
Amendments to IAS 21 Translation to a Hyperinflationary Presentation Currency 2
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture 3
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual periods beginning on or after 1 January 2027
3 Effective date to be determined
4 Effective for annual periods beginning on or after 1 January 2029
The Group is in the process of making an assessment of the impact of these new and amended IFRS
Accounting Standards upon initial application.
IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including
specified totals and subtotals. Entities are required to classify all income and expenses within the statement of
profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued
operations and to present two new defined subtotals. It also requires disclosures about management-defined
performance measures in a single note and introduces enhanced requirements on the grouping (aggregation
and disaggregation) and the location of information in both the primary financial statements and the notes.
The new requirements are expected to impact the Group’s presentation of the statement of profit or loss and
disclosures of the Group’s financial performance.
So far, the Group considers that these new and amended IFRS Accounting Standards are unlikely to have a
significant impact on the Group’s results of operation and financial position.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 384 ---
4. MATERIAL ACCOUNTING POLICIES
The presentation and preparation of financial statements include the accounts of the Company and its
subsidiaries mentioned in note 1(a), in which the Company maintains (directly or indirectly) equity ownership
of more than 50% and is controlled by the Company.
All material intercompany transactions and account balances (including the related significant unrealised
gains or losses) have been eliminated.
Subsidiaries are fully consolidated from the date of acquisitions, being the date on which the Company
obtains control, and continue to be consolidated until the date such control ceases.
Losses of a non-wholly owned subsidiary are attributed to the Non-Controlling Interest (“ NCI ”) even if that
results in a deficit balance. In case of loss of control over a subsidiary, the Company:
• Derecognises the assets (including goodwill) and liabilities of the subsidiaries;
• Derecognises the carrying amount of any NCI;
• Derecognises the cumulative translation differences, recorded in equity, if any;
• Recognises the fair value of the consideration received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss; and
• Reclassifies the parent’s share of components previously recognised in other comprehensive income to
profit or loss or retained earnings, as appropriate.
NCI represent the portion of the profit or loss and net assets of the subsidiaries not attributable, directly or
indirectly, to the Company, which are presented in the consolidated statement of profit or loss and other
comprehensive income and under the equity section of the consolidated statement of financial position,
respectively, separately from the corresponding portion attributable to the equity holders of the parent entity.
Changes in the Company ownership interest in a Subsidiary that do not result in loss of control are accounted
for as equity transactions. The carrying amounts of the Company and non-controlling interest are adjusted to
reflect the changes in their relative interests in the Subsidiary. Any differences between the amount by which
the NCI are adjusted and the fair value of consideration paid or received is recognised directly in equity and
attributed to the owners of the parent entity.
Subsidiaries
The consolidated financial statements present the results of the Group as if they formed a single entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date
that control commences until the date that control ceases. The accounting policies of subsidiaries have been
changed when necessary to align them with the policies adopted by the Group.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if doing so causes the non-controlling interests to have a deficit balance. Non-controlling interests is
presented in the consolidated statements of financial position within equity, separately from the equity of the
owners of the parent.
Upon the loss of control, the Group derecognise the assets and liabilities of the subsidiaries, any
non-controlling interests and the other components of equity related to the subsidiaries. Any surplus or
deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the
previous subsidiaries, then such interest is measured at fair value at the date that control is lost.
Transactions with non-controlling interests
Transactions with non-controlling interests are accounted for as transactions with owners in their capacity as
owners and therefore no goodwill is recognised as a result of such transactions. The adjustments to
non-controlling interests are based on a proportionate amount of the net assets of the subsidiaries.
Transactions eliminated on consolidation
Intercompany balances and transactions, and any unrealised income and expenses arising from intercompany
transactions, are eliminated in preparing and presenting the consolidated financial statements. Unrealised
gains arising from transactions with associates are eliminated against the investment to the extent of the
Group’s interest in the investee.
Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 385 ---
Goodwill
Goodwill represents the excess of the cost of an acquisition of subsidiaries or associated companies over the
fair value at the date of acquisition of the Group’s share of their identifiable net assets, including contingent
liabilities, at the date of acquisition. Acquisition cost are measured as assets acquired, equity instruments
issued or liabilities incurred or assumed at acquisition date, plus direct attributable cost related to the
acquisition.
Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to profit or
loss. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of
consideration paid, the excess is credited in full to the profit or loss on the acquisition date.
Gain or losses on disposal of subsidiaries and associates include the carrying amount of capitalized goodwill
relating to the entity sold.
Goodwill is tested for impairment annually, or more frequently if there is indication that the goodwill may be
impaired.
For the purpose of impair ment testing of goodwill, goodwill is allocated to each of Group’
cash-generating-units (“ CGU ”) expected to benefit from synergies of the business combination.
An impairment loss is recognised in the profit or loss when the carrying amount of CGU, including the
goodwill, exceeds the recoverable amount of the CGU. The recoverable amount of the CGU is the higher of
the CGU’s fair value less cost to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessment of the time value of money and the risks specific to the
asset.
The total impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the CGU
and then to other assets of the CGU pro-rated on the basis of the carrying amount of each asset in the CGU.
Impairment loss on goodwill is non-reversable in the subsequent period.
Business combination
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the
date on which control is transferred to the Group. Control is the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
In assessing control, the Group takes into consideration of potential voting rights that are currently
exercisable.
The consideration transferred does not include amounts related to the settlement of preexisting relationships.
Such amounts are generally recognised in profit or loss.
Costs related to the acquisition. other than those associated with the issue of debt or equity securities, that
occur in connection with Group’s business combination are expensed as incurred. Any contingent
consideration is recognised at fair value at the acquisition date. If the contingent consideration is classified as
equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes to
the fair value of the contingent consideration are recognised in profit or loss.
Restructuring Transactions of Entities under Common Control
Restructuring transactions of entities under common control represent transfer of assets, liabilities, shares or
other ownership instruments to reorganize entities within the Group, therefore resulting in no changes of
ownership in terms of economic substance. Such transactions should not result in any gain or loss, either at
the consolidated level or at the level of the individual entities within the Company and its subsidiaries.
Since restructuring transactions of entities under common control do not result in changes in economic
substance of ownership in transferred assets, shares, liabilities or other ownership instruments, the
transferred assets or liabilities (in legal form) should be recorded at book value in a manner similar to
business combination transactions using the pooling-of-interest method.
In applying the pooling of interest method, the financial statement elements of the combining entities, for the
period in which the business combination of entities under common control occurs and for the comparative
presentation period, are presented as if the combination had occurred since the beginning of the period in
which the combining entities were under common control.
The difference between transfer price and book value for each restructuring transaction of entities under
common control is recorded in an account entitled “Additional paid-in capital”.
Foreign currencies transactions and balances
Items included in the financial statements of each of the Group’s entities are measured using the currency of
the primary economic environment in which the relevant entity operates (the “ functional currency ”). The
consolidated financial statements are presented in United States Dollars (“ USD ” or “ US Dollars ”), which is
the Company’s functional currency and the Group’s presentation currency.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 386 ---
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing
as of the date of the transactions. As of the reporting date, monetary assets and liabilities denominated in
foreign currency are adjusted to reflect the prevailing exchange rates at such date. Foreign exchange gains and
losses resulting from the settlement of such transactions and from the translation at period end exchange rates
of monetary assets and liabilities denominated in foreign currencies are recognized in profit or loss.
Transaction with related parties
Related party represents a person or an entity who is related to the reporting entity:
(1) A person or a close member of the person’s family is related to a reporting entity if that person:
(a) Has control or joint control over the reporting entity;
(b) Has significant influence over the reporting entity; or
(c) Is member of the key management personnel of the reporting entity or of a parent of the
reporting entity.
(2) An entity is related to a reporting entity if any of the following conditions applies:
(a) The entity and the reporting entity are members of the same group (which means that each
parent, subsidiary and fellow subsidiary is related to the others);
(b) One entity is an associate or joint venture of the other entity (or an associate or joint venture
of a member of a group of which the other entity is a member);
(c) Both entities are joint ventures of the same third party;
(d) One entity is a joint venture of a third entity and the other entity is an associate of the third
entity;
(e) The entity is a employment benefit plan for the benefit of employees of either the reporting
entity or an entity related to the reporting entity. If the reporting entity is itself such a plan,
the sponsoring employers are also related to the reporting entity;
(f) The entity is controlled or jointly controlled by a person identified in (1); or
(g) A person identified in (1)(a) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
(h) The entity, or any member of a group of which it is a part, provides key management personal
services to the reporting entity or to the parent of the reporting entity.
Financial instruments
The Group classifies its financial assets and financial liabilities in the following categories:
1. Amortised cost;
2. Fair value through profit and loss (“ FVTPL ”);
3. Fair value through other comprehensive income (“ FVOCI ”).
The classification depends on the purpose for which the financial assets and financial liabilities are acquired
and is determined at initial recognition.
1) Financial assets
The Group determines the classification of its financial assets after initial recognition and, where
allowed and appropriate, re-evaluates this designation at each financial year-end.
The Group’s financial assets consist of cash and banks, trade and other receivables, and other
non-current assets and are measured at amortised cost.
i. Amortised cost
A financial assets is measured at amortised cost if it meets both of the following conditions:
• Financial assets is held within a business model whose objective is to hold financial
assets to collect contractual cash flows; and
• Contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on principal amount outstanding.
At initial recognition, financial assets that are classified as amortised cost are measured at fair
value, plus directly attributable transaction costs. Interest income is calculated using the
effective interest rate method and recognised in profit or loss.
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 387 ---
ii. FVTPL
Financial assets measured at FVTPL are debt instruments which do not meet the criteria of
amortised cost or FVOCI, equity investments which are held for trading or where the FVOCI
election has not been applied, derivatives which are not designated as a hedging instrument.
Fair value gains or losses from this financial assets are recorded in profit or loss.
iii. FVOCI
Financial assets measured at FVOCI are equity investments, that is not held for trading and
the Group has irrevocably elected to present fair value of equity investment in other
comprehensive income; debt instruments that are held to get contractual cash flows and
selling the financial assets, where the assets’ cash flows represent solely payment of principal
and interest. Dividend from equity investments are recognised in profit or loss while the
Group’s right to received payment is established.
2) Financial liabilities
Financial liabilities are classified as financial liabilities at fair value through profit or loss and
financial liabilities at amortised cost. As at the reporting dates, the Group’s has no other financial
liabilities other than those classified as amortised cost. The Group’s determines the classification of
its financial liabilities at initial recognition.
Other financial liabilities are subsequently measured at amortised cost, using the effective interest
method. Gains and losses are recognised in profit and loss when the liabilities are derecognised, and
through the amortisation process.
The Group’s financial liabilities consist of trade payables, other payable and accruals, sale and
leaseback arrangement, lease liabilities, and borrowings.
3) Derecognition
A financial asset is derecognised when the rights to receive cash flows from the asset have expired.
On derecognition of a financial asset in its entirely, the difference between the carrying amount and
the sum of the consideration received and any cumulative gain or loss that had been recognised in
other comprehensive income is recognised in profit or loss.
All regular way purchases and sales of financial assets are recognised or derecognised on the trade
date, which is the date that the Group commits to purchase or sell the asset.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the period generally established by regulation or convention in the marketplace concerned.
4) Offsetting financial instruments
Financial assets and liabilities are set-off and the net amount is presented in the consolidated
statements of financial position when, and only when, the Group has the legal right to set off the
amounts and intends either to settle on a net basis or realise the asset and settle the liabilities
simultaneously.
Income and expenses are presented net only when permitted by accounting standards.
5) Impairment of financial assets
Impairment loss provision of financial assets measured at expected credit losses model (“ ECLs ”) and
applied for financial assets which measured at amortized cost. The impairment method applied
depends on whether there has been a significant increase in credit risk.
General Approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12 months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
At the end of each of the reporting period, the Group assesses whether the credit risk on a financial
instrument has increased significantly since initial recognition. When making the assessment, the
Group uses the change in the risk of a default occurring over the expected life of the financial
instrument instead of the change in the amount of ECL. To make that assessment, the Group
compares the risk of a default occurring on the financial instrument as at the end of each of the
reporting period with the risk of a default occurring on the financial instrument as of the date of
initial recognition and consider reasonable and supportable information, that is available without
undue cost or effort at the reporting date about past events, current conditions and forecasts of future
economic conditions, that is indicative of significant increases in credit risk since initial recognition.
The Group considers that there has been a significant increase in credit risk when contractual
payments are more than 30 days past due.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 388 ---
The Group considers a financial asset in default when contractual payments are 90 days past due.
However, in certain cases, the Group may also consider a financial asset to be in default when internal
or external information indicates that the Group is unlikely to receive the outstanding contractual
amounts in full before taking into account any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual
cash flows.
Financial assets at amortised cost are subject to impairment under the general approach and they are
classified within the following stages for measurement of ECLs except for trade receivables which
apply the simplified approach as detailed below.
Stage 1 — Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs;
Stage 2 — Financial instruments for which credit risk has increased significantly since initial
recognition but that are not credit-impaired financial assets and for which the loss allowance is
measured at an amount equal to lifetime ECLs;
Stage 3 — Financial assets that are credit-impaired at the end of each of the reporting period (but that
are not purchased or originated credit-impaired) and for which the loss allowance is measured at an
amount equal to lifetime ECLs.
Simplified Approach
The Group applies the “simplified approach” to measuring ECL which uses a lifetime expected loss
allowance for all trade receivables and contract assets without significant financing components. To
measure the ECL, trade receivables have been grouped based on similar credit risk characteristics and
the days past due. The Group establishes a provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the Group and the economic
environment.
Cash and banks
Cash and bank consist of cash on hand and in banks that not used as collateral and not restricted in the usage.
Trade and other receivables
Trade receivables is amount due from customers for goods sold or services performed in the ordinary course
of business.
Other receivables are amounts due from third parties or related parties for transactions outside of the
ordinary course of business.
If collection is expected in one year or less (or in the normal operating cycle of the business if longer), they
are classified as current assets. If not, they are presented as non-current assets.
Trade and other receivables are recognized initially at fair value and subsequently measured at amortised cost
using the effective interest method, less any provision for impairment.
Collectability of trade and other receivables is reviewed on an ongoing basis. Receivables which are known to
be uncollectible are written off by reducing the carrying amount directly. A provision account is used when
there is objective evidence that the Group will not be able to collect all or a portion of amounts due according
to the original terms of the receivables.
The amount of the impairment loss recognized in profit or loss within “others - net” for trade receivables and
for other receivables. When a trade and other receivable for which an impairment provision had been
recognized becomes uncollectible in a subsequent year, it is written off against the provision account.
Subsequent recoveries of amounts previously written off are credited against “others - net” in profit or loss.
Inventories
Inventories which consist of ore in stockpiles, goods in process, spare parts and supplies are valued at the
lower of cost or net realizable value.
Cost is determined based on the weighted average method which includes mining costs, direct labor costs,
other direct costs and an appropriate portion of fixed and variable overheads related to mining operations.
The net realizable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion and the estimated costs necessary to make the sale.
Inventories are valued at cost less a provision for obsolete and slow moving inventory. Cost is determined
based on the weighted average method. A provision for obsolete and slow moving inventory is determined on
the basis of estimated future usage or sale of individual inventory items. Supplies of maintenance materials
are charged to production costs in the period in which they are used.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 389 ---
Investment in a joint venture
The results and assets and liabilities of a joint venture are incorporated in these consolidated financial
statements using the equity method of accounting.
Under the equity method, an investment in a joint venture is initially recognised in the consolidated statement
of financial position at cost and adjusted there after to recognise the Group’s share of the profit or loss and
other comprehensive income of the joint venture. When the Group’s share of losses of a joint venture exceeds
the Group’s interest in that joint venture, the Group discontinues recognising its share of further losses.
Additional losses are recognised only to the extent that the Group has incurred legal or constructive
obligations or made payments on behalf of the joint venture.
Property, plant and equipments
Components of property, plant and equipments are initially recognised at cost. As well as the purchase price,
cost includes directly attributable costs and the estimated present value of any future unavoidable costs of
dismantling and removing items.
Property, plant and equipments, other than land are recognised at cost less accumulated depreciation and
accumulated impairment losses.
The depreciation of property, plant and equipments is computed using straight-line method based on the
estimated useful lives of the assets, as follows:
Year
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4-8
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Machine and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Building . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10-20
Mining infrastructure and plant in mining area are depreciated using the unit-of production method.
Heavy equipment are depreciated using hourly utilization basis over their estimated operating life.
Depreciation expenses are taken to profit or loss during the financial year in which they are incurred.
The residual value, useful life and depreciation method are reviewed at the end of each reporting period, and
adjusted prospectively, if appropriate. Where an indication of impairment exists, the carrying amount of the
asset is assessed and written down immediately to its recoverable amount.
Gains or losses on disposal of property, plant and equipments are determined by comparing proceeds with the
carrying amount and are included in profit or loss from operations.
Construction in progress
Construction in progress represents property, plant and equipments under construction which is stated at cost
and is not depreciated. The accumulated costs are reclassified to the respective property, plant and
equipments account and are depreciated when the construction is substantially complete and the asset is
ready for its intended use.
Exploration and evaluation assets
Exploration and evaluation activity involves the search for Mineral Resources after the Group has obtained
legal rights to explore in a specific area, determination of the technical feasibility and assessment of the
commercial viability of an identified resource.
Exploration and evaluation activity includes among others:
– Obtaining right to explore;
– Topography, geology, geochemical and geophysical studies;
– Exploratory drilling;
– Trenching;
– Sampling;
– Technical and commercial feasibility on mining of Mineral Resources.
Exploration and evaluation expenditure related to an area of interest is written off as incurred, unless it is
capitalised and carried forward, on an area of interest basis, provided one of the following conditions is met:
1. The rights of tenure of an area are current and it is considered probable that the costs will be recouped
through successful development and exploitation of the area of interest or, alternatively, by its sale; or
2. Exploration activities in the area of interest have not yet reached the stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves and active and
significant operations in or in relation to the area of interest are continuing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 390 ---
Exploration and evaluation assets are subsequently measured using the full costing method.
Identifiable exploration and evaluation assets acquired in a business combination are recognised initially as
assets at fair value on acquisition and subsequently at cost less impairment charges. Exploration and
evaluation expenditure incurred subsequent to the acquisition of an exploration asset in a business
combination is accounted for in accordance with the policy outlined above.
When technical and commercial feasibility of mining of Mineral Resources are demonstrable, exploration
and evaluation assets are reclassified as “mining under development” at “mining properties” account.
Expenditure incurred before the entity has obtained the legal right to explore a specific area is expensed as
incurred.
Exploration and evaluation assets are assessed for impairment when facts and conditions indicate that the
carrying amounts exceed recoverable amounts.
Mining properties
Development expenditure incurred by or on behalf of the Group is accumulated separately for each area of
interest in which economically recoverable resources have been identified. Such expenditure comprises costs
directly attributable to the construction of a mine and the related infrastructure and excludes physical assets
and land rights (i.e. right to build, right to cultivate and right to use), which are recorded as property, plant
and equipment.
No depreciation is recognized for “mining under development” until they are reclassified to “mining in
production” as mining properties.
Mining properties are depreciated using the unit of production method based on gold reserves.
Amortisation is calculated by applying the ratio of contained gold in ore mined during the period to the total
gold reserves, based on the latest reserve reports.
Identifiable mining properties acquired in a business combination are initially recognized as assets at their
fair value. Development expenses incurred subsequent to the acquisition of the mining properties are
accounted for in accordance with the policy outlined above.
“Mines under development” and “mines in production” are tested for impairment in accordance with the
policy described in impairment of non-financial assets (excluding deferred tax assets).
Reclamation and mine closure
Group recognizes the present value of estimated costs of legal and constructive obligations required to
restore the condition of mining area caused by mining operations in the period in which the obligation is
incurred. The reclamation and mine closure activities include dismantling and removing structures,
rehabilitating mines and tailings dams, dismantling operating facilities, closure of plant and waste site, and
restoration, reclamation and revegetation of affected areas.
The obligation normally arises when the asset is installed or the ground/environment is disturbed in mining
operations area. At the initial recognition of the liability, the present value of the estimated costs is
capitalized by increasing the carrying amount of the related mining assets to the extent that it was incurred as
a result of the development/construction activities in the exploration and development mining areas.
Any reclamation and mine closure obligations that arise through the production phase are expensed as
incurred. Over time, the discounted liability is increased for the change in present value based on the discount
rates that reflect current market assessments and the risk specific to the liability. The periodic unwinding of
the discount is recognized in the consolidated statement of comprehensive income as a finance cost.
Additional disturbances or changes in reclamation and mine closure costs are recognized as additions or
changes to the corresponding assets and reclamation and mine closure liability when they occur.
Changes to estimated future costs are recognized in the consolidated statement of financial position by either
increasing or decreasing the reclamation and mine closure liability and the related asset if the estimated costs
of reclamation and mine closure were originally recognized as part of an asset measured. Any reduction in the
reclamation and mine closure liability and deduction from the related asset may not exceed the carrying
amount of that asset. If it does exceed the carrying value of the related asset, such excess is immediately
recognized in the consolidated statement of profit or loss and other comprehensive income.
If the change in estimates results in an increase in the reclamation and mine closure liability and, an addition
to the carrying value of the related asset, Group assesses the impairment, if there is indication of impairment
of such assets.
Impairment of non-financial assets (excluding deferred tax assets)
IAS 36 prescribes the procedures to be employed by an entity to ensure that its assets are carried at no more
than their recoverable amount. An asset is carried at more than its recoverable amount if its carrying amount
exceeds the amount to be recovered through use or sale of the asset. If this is the case, the asset is described as
impaired and IAS 36 requires the entity to recognise an impairment loss. This IFRS also specifies when an
entity should reverse an impairment loss and prescribes disclosures.
The adoption of IAS 36 requires the impairment test of goodwill at least once a year and more frequently
when indications for impairment exist.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 391 ---
The Group assesses at each reporting date whether there is any indication that an asset may be impaired. If
any such indication exists, or when annual impairment assessment for an asset is required, the Group makes
an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell
and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows
that are largely independent of those from other assets.
In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. In assessing fair value less costs to sell, an appropriate valuation
model is used.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its
recoverable amount.
Impairment losses are recognised in profit or loss unless the relevant asset is carried at a revalued amount, in
which case the impairment loss is treated as a revaluation decrease.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the
carrying amount of the asset is increased to its recoverable amount.
That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had
no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is
measured at revalued amount, in which case the reversal is treated as a revaluation increase.
Taxation
Current tax
Current income tax assets and or liabilities comprise those obligations to, or claims from Tax Authorities
relating to the current or prior reporting period, that are unpaid at the consolidated statements of financial
position date. They are calculated according to the tax rates and tax laws applicable to the fiscal periods to
which they relate, based on the taxable profit for the year.
All changes to current tax assets or liabilities are recognised as a component of income tax expense in the
consolidated statements of profit or loss and other comprehensive income.
Deferred tax
Deferred tax assets and liabilities are recognised for temporary differences between the financial and the tax
bases of assets and liabilities at each of the reporting date.
Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable that
future taxable profit will be available against which the deductible temporary difference can be utilised.
Deferred tax liabilities are recognised for all taxable temporary differences. Future tax benefits, such as the
carry-forward of unused tax losses, are also recognised to the extent that realisation of such benefits is
probable.
The carrying amount of deferred tax assets is reviewed at each consolidated statements of financial position
date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at
each consolidated statements of financial position date and are recognised to the extent that it has become
probable that future taxable income will allow the deferred tax asset to be recovered.
The amount of the asset or liability is determined using tax rates that have been enacted, or substantively
enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are
settled/(recovered).
Deferred tax assets and liabilities are offset when Group has a legally enforceable right to offset current tax
assets and liabilities.
Trade payables
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of
business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or
less after the reporting date. If not, they are presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 392 ---
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are
subsequently carried at amortised cost, any difference between the proceeds (net of transaction costs) and the
redemption value is recognised in profit or loss over the period of the borrowings using the effective interest
method.
Costs incurred to obtain loan facilities are recognized as transaction costs of the borrowing to the extent that
it is probable that some or all of the facility will be drawndown. In this case, the costs of obtaining the
borrowing are deferred until the loan is drawn. To the extent that there is no evidence that it is probable that
some or all of the facility will be drawndown, the costs of obtaining the borrowing are capitalized as a
prepayment for liquidity services and amortized over the related facility period.
Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time
that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are
expensed in profit or loss.
Borrowings are classified as current liabilities unless The Group has a right to defer the settlement of the
liability for at least twelve months after the reporting date.
Employment benefits liability
The Group provides post-employment defined benefit to its employees in accordance with prevailing Labor
Law.
No funding has been made to this defined benefit plan.
The actuarial valuation method used to determine the present value of the defined benefit liability, related
current service cost and past service costs is the Projected Unit Credit.
Current service costs, interest costs, vested past service costs, and effect of curtailment or settlement (if any)
are charged directly to consolidated statements of profit or loss.
Past service costs which are not yet vested and actuarial gains and losses arising from experience adjustments
and changes in actuarial assumptions are recognised in other comprehensive income. Actuarial gains and
losses and adjustments arising which are recognised in other comprehensive income will be immediately
recognised in retained earnings. Actuarial gains/(losses) are not reclassified to profit or loss in subsequent
periods.
Other long-term employee benefits
Other long-term employee benefits, which consist of long service rewards and long leave benefits, are
recognised in the consolidated statements of financial position at the present value of the defined benefit
obligation. The actuarial gains and losses and past service costs which are not yet vested and actuarial gains
and losses arising from experience adjustments and changes in actuarial assumptions are recognised in other
comprehensive income. Actuarial gains/(losses) are not reclassified to profit or loss in subsequent periods.
Provision, contingent liabilities and contingent asset
Contingent liabilities are not recognized in the consolidated financial statements. They are disclosed in the
notes to the consolidated financial statements unless the possibility of an outflow of resources embodying
economic benefits is remote.
Contingent assets are not recognized in the consolidated financial statements but are disclosed in the notes to
the consolidated financial statements when an inflow of economic benefits to the Company is probable.
Provisions are recognized when Group has a legal or constructive obligation as a result of past events, it is
more likely than not that an outflow of resources will be required to settle the obligation and a reliable
estimate of the amount can be made.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate,
where appropriate, to reflect the risk specific to the liability.
The increase in the provision due to the passage of time is recognized as a finance cost, when discounting is
used.
Stock issuance costs
Stock issuance costs are deducted from the additional paid-in capital portion of the related proceeds from
issuance of shares and are not amortized.
Lease
At the inception of a contract, the Group assesses whether the contract is, or contains a lease. A contract is,
or contains a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 393 ---
To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses
whether:
• The contract involves the use of an identified asset — this may be specified explicitly or implicitly and
should be physically distinct or represent substantially all of the capacity of a physically distinct
asset. If the supplier has the substantive substitution right, then the asset is not identified;
• The Group has the right to obtain substantially all the economic benefits from use of the asset
throughout the period of use; and
• The Group has the right to direct the use of the identified asset. The Company has this right when it
has the decision-making rights that are most relevant to changing how and for what purpose the asset
is used. In certain circumstances where all the decisions about how and for what purpose the asset is
used are predetermined the Group has the right to direct the use of the asset if either:
– The Group has the right to operate the asset; and
– The Group has designed the asset in a way that predetermined how and for what purpose it
will be used.
At inception or on re-assessment of a contract that contains a lease component, the Group allocates
consideration in the contract to each lease component on the basis of their relative stand-alone prices.
The Group as a lessee
At initial recognition, the Group recorded the right-of-use asset and lease liability.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payment made at or before the commencement date, plus any initial direct cost incurred
and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset to the
condition required by the terms and conditions of the lease, less any lease incentives received.
The right-of-use asset is depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not yet paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
• Fixed payments, including in-substance fixed payments;
• Variable lease payments that depend on an index or a rate, initially measured using the index or rate as
at the commencement date;
• Amounts expected to be payable under a residual value guarantee;
• The exercise price under a purchase option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option; and
• Penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
Lease liability remeasured when there is a change in future lease payments arising from a change in an index
or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual
value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or
termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has
been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of use assets and lease liabilities for short-term leases that have
a lease term of 12 months or less and leases of low-value assets. The Group recognizes the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
Leases of property, plant and equipment
The Group leases certain property, plant and equipment that is classified as lease assets under property, plant
and equipment.
The amount of lease that is initially recognized as a property, plant and equipment is the lower of the fair
value of the leased asset and the present value of the minimum lease payments payable over the term of the
lease. The corresponding lease commitment is shown as a liability. Lease payments are analyzed between
capital and interest. The interest element is charged to profit or loss over the period of the lease and is
calculated so that it represents a constant proportion of the lease liability.
Lease assets under property, plant and equipment are depreciated using hourly utilization basis over their
estimated operating life.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 394 ---
Sale and leaseback transactions
Under IFRS 16 Leases, a sales and leaseback transaction is recognized as a sale if the transfer of the asset
satisfies the control criteria set out under IFRS 15 Revenue from contract with customers. The seller-lessee
derecognizes the underlying asset, recognizes a right-of-use (ROU) asset, and a lease liability. The ROU asset
is measured at the proportion of the previous carrying amount that relates to the rights retained. If the
transfer does not qualify as a sale, the transaction is accounted for as a financing arrangement.
Revenue and expense
Revenue recognition
The Group has performed the following 5 (five) steps of assessment to recognize its revenue:
• Identify contracts with customers;
• Identify performance obligations in contract in relation to the transfer distinctive goods or services;
• Determine the consideration amount for the Group which expected to be entitled in exchange for
transferring goods or services to customer;
• Allocate the transaction or consideration prices to each performance obligation on the basis of the
relative selling prices from each goods or services in the contract;
• Recognize revenue when the performance obligation is satisfied either at a point in time or over time.
Expense recognition
Expenses are recognised when incurred (accrual basis).
Operating segment
An operating segment is a component of an entity:
a. That engages in business activities from which it may earn revenues and incur expenses (including
revenue and expenses related to transactions between different components within the same entity).
b. Whose operating results are regularly reviewed by the entity’s chief operating decision-maker to make
decisions about resources to be allocated to the segment and to assess its performance, and
c. For which discrete financial information is available.
The Group segments its financial reporting based on the financial information used by the chief operating
decision-maker in evaluating the performance of segments and in the allocation of resources. The operating
segments are determined based on the nature of the Group’s integrated operating activities, rather than on
individual legal entities.
Earnings per share
a. Basic earnings per share
Basic earnings per share is computed by dividing the profit for the year attributable to owners of the
parent of the Company by the weighted-average number of ordinary shares outstanding during the
year.
b. Diluted earnings per share
Diluted earnings per share is computed by dividing the profit for the year attributable to owners of the
Company by the weighted average number of outstanding as adjusted for the effect of all dilutive
potential ordinary shares.
Treasury stock
When the Company purchases its share capital (treasury stock), the consideration paid, including any directly
attributable incremental costs, is deducted from equity attributable to owners of the parent entity until the
shares are canceled or reissued. When the treasury stock is reissued, the consideration received, net of related
attributable incremental costs, is included in the equity attributable to the owners of the parent entity.
Events after the Track Record Period
Events after the Track Record Period that provide evidence of conditions that existed at the end of the Track
Record Period (adjusting events) are reflected in the consolidated financial statements. Events after the Track
Record Period that are not adjusting events are disclosed in the notes to consolidated financial statements
when material.
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 395 ---
5. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Group’s Historical Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and
their accompanying disclosures, and the disclosure of contingent liabilities at the end of each of the Track
Record Period. Uncertainty about these estimates and assumptions could result in a material adjustment to
the carrying amount of the assets or liabilities affected within the next financial year.
In the process of applying Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognized in
the Historical Financial Information:
1) Income taxes
Group has exposure to income taxes. Significant judgement is involved in determining the provision
for income taxes. There are certain transactions and computations for which the ultimate tax
determination is uncertain during the ordinary course of business.
The Group recognizes liabilities for expected tax issues, if any, based on estimates of whether
additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially
recognized, such differences will impact in the period in which such determination is made.
2) Useful lives of property, plant and equipment
Changes in the expected level of usage and technological developments could impact the economic
useful lives and the residual values of these assets.
Management estimates the useful lives of these property, plant and equipment to be between 4 to 20
years. These are common life expectancies applied in the industry. However, for heavy equipment,
useful lives are estimated based on total estimated operating life (hour meter basis).
Therefore, future depreciation charges could be revised. The carrying amount of the Company’s
property, plant and equipments at the end of the reporting period is disclosed in note 14 to the
Historical Financial Information.
3) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilised. Tax losses in Indonesia may be carried
forward for a maximum of five years.
Significant management estimate is required to determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and level of future taxable profits together with future tax
planning strategies.
4) Employment benefits
The costs, assets and liabilities of the defined benefit schemes operated by the Group are determined
using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set
out in note 29.
The Group engages independent actuaries to provide advice on the appropriateness of these
assumptions. Changes in the actuarial assumptions may have a material impact on the Group’s
consolidated statements of profit or loss and other comprehensive income, and the consolidated
statements of financial position.
5) Provision for mining rehabilitation
The Government Regulation No. 78/2010 deals with reclamation and post-mining activities for both
Mining License Permit (IUP) — Exploration, and Contract of Work and Production and the
Ministerial Decree of ESDM No. 26/2018 deals with reclamation and post-mining activities in the
mineral and coal mining business.
Restoration, rehabilitation and environmental expenditure to be incurred related to the remediation
of disturbed areas during the production phase are charged to cost of sales when the obligation
arising from the disturbance occurs as extraction progress.
The reclamation of disturbed areas and decommissioning of mining assets and other long lived assets
will be undertaken during several years in the future and precise requirements are constantly changing
to satisfy political, environmental, safety and public expectations. As such, the timing and amounts of
future cash flows required to settle the obligation at each of the statement of financial position dates
are subject to significant uncertainty. Changes in the expected future costs could have an impact on
the Company’s financial statements.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 396 ---
6) Ore reserves
Proven and probable reserves are estimates of the amount of ore that can be economically and legally
exploited from the Group’s mining properties (“ Ore Reserves ”). The Group determines and reports its
Ore Reserves under the principles incorporated in the Code for Reporting of Mineral Resources and
Ore Reserves (the “ JORC Code ”) of the Australasian JORC.
In order to estimate Ore Reserves, assumptions are required about a range of geological, technical
and economic factors, including production quantities, production techniques, strip ratio, production
costs, transportation costs, demand and prices of gold and exchange rates. Estimating the quantity
and/or gold content of Ore Reserves requires the size, shape and depth of orebodies to be determined
by analysing geological data such as drilling samples. This process may require complex and difficult
geological judgements to interpret the data.
Because the economic assumptions used to estimate Ore Reserves change from period to period and
because additional geological data is generated during the course of operations, estimates of Ore
Reserves may change from period to period. Changes in the reported Ore Reserves may affect the
Group’s financial results and financial position in a number of ways, including the following:
a. Assets carrying values may be affected due to changes in the estimated future cash flows.
b. Depreciation, depletion and amortisation charged to profit or loss may change where such
charges are determined on the units-of-production basis, or where the useful economic lives of
assets change.
c. Decommissioning, site restoration and environmental provisions may change where changes
in estimated Ore Reserves affect expectations about the timing or cost of these activities.
d. The carrying value of deferred tax assets/liabilities may change due to changes in estimates of
the likely recovery of the tax benefits.
6. REVENUE AND SEGMENT INFORMATION
Segment Information
Based on the financial information reviewed by the chief operating decision maker in evaluating the Group’s
performance and in allocating resources, management has determined that the Group operates in a single
operating segment. Although the Group’s operations include mining support services, mining, and processing
activities, these are integrated and managed as one inseparable unit.
Revenue
The Group operates in a single geographical area, Indonesia. During the years ended 31 December 2023, 2024
and 2025, the Group’s revenue was generated entirely from mining equipment rental services to customers in
Indonesia, and 100% of the Group’s non-current assets are located in Indonesia.
Revenue from services is recognized overtime based on actual heavy equipment operating hours provided to
customer during the reporting period. Revenue from services is generally billed on a hourly basis. Customers
are granted credit terms 30 days from the invoice date pursuant to the respective contractual arrangements.
The Group has applied the practical expedient under IFRS 15 whereby information relating to the transaction
price allocated to the remaining performance obligations is not disclosed for contracts in which the Group has
the right to invoice customers in an amount that corresponds directly with the value of the Group’s
performance completed to date.
Going forward, the Group expects a significant portion of its revenue to be derived from the sale of gold
products.
An analysis of revenue is as follows:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Mining equipment rental . . . . . . . . . . . . . . . . . . . 1,394 1,750 132
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 397 ---
Detail of revenue transactions to major customers which greater than 10% of revenue is as follows:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Customer A . . . . . . . . . . . . . . . . . . . . . . . . . . . – – 132
Customer B . . . . . . . . . . . . . . . . . . . . . . . . . . . –* 1,750 –
Customer C . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,359 – –
1,359 1,750 132
* less than 10% of the revenue.
7. FINANCE EXPENSES
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Interest on related party borrowings (note 32) . . . . . . 8,520 18,791 22,618
Interest on bank borrowings . . . . . . . . . . . . . . . . . – 112 1,040
Interest on sale and leaseback arrangement (note 25) . . 443 1,536 1,957
Interest on lease liabilities (note 26) . . . . . . . . . . . . 31 5 9
Amortized borrowing cost . . . . . . . . . . . . . . . . . . – 229 1,031
Accretion expense of mine closure provision (note 27) . – – 514
8,994 20,673 27,169
Less: Interest capitalized . . . . . . . . . . . . . . . . . . . – – (12,445)
8,994 20,673 14,724
8. OTHER EXPENSE/(INCOME) — NET
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
(Gain)/loss on foreign currency – net . . . . . . . . . . . (56) (266) 1,971
Fair value changes on equity interest (note 35) . . . . . – (4,950) –
Excess value in acquisition of a subsidiary
(note 35) . . . . . . . . . . . . . . . . . . . . . . . . . . . – (845) –
Other (income)/expenses – net . . . . . . . . . . . . . . . . (331) 561 274
(387) (5,500) 2,245
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 398 ---
9. LOSS BEFORE INCOME TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Operating and production cost:
Depreciation of property, plant and equipment (note
14) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 336 206 27
Repair and maintenance and other expenses . . . . . . 600 974 251
Total cost of Revenue . . . . . . . . . . . . . . . . . . . . . 936 1,180 278
Depreciation of property, plant and equipment
(note 14) . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 29 29
Professional fee and community development program
(note a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,525 656 8,586
Salaries and allowances . . . . . . . . . . . . . . . . . . . . 406 119 245
Auditor’s remuneration
– Assurance . . . . . . . . . . . . . . . . . . . . . . . . . . 30 19 58
– Non-assurance . . . . . . . . . . . . . . . . . . . . . . . – 2 –
Employee benefit expense (note 29) . . . . . . . . . . . . 3 4 6
Pension and other social insurance . . . . . . . . . . . . . 33 14 37
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157 176 525
Total general and administrative expenses . . . . . . . . . 2,170 1,019 9,486
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,106 2,199 9,764
a. Professional fees include management consulting fees paid to MCG, while community development
program mainly represent a commitment by the Group to implement social responsibility programs to
support social and economic development in mining areas.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 399 ---
10. INCOME TAX EXPENSE
a. Income tax (benefit)/expense
Income tax is calculated based on tax rates prevailing under the Indonesian tax laws and regulations.
For the Group, except GSM, in accordance with Article 17 paragraph (1) letter b of Law No. 7 of 2021
concerning the Harmonization of Tax Regulations, the applicable Corporate Income Tax rate is 22%.
Based on Agreement Letter with Government of the Republic of Indonesia (Government) No.
B-188/Pres/7/1994 regarding Agreement for 5 (five) Contract of Works in order of Penanaman Modal
Asing (“ PMA ”) in the General Mining sector as last amended based on the Work Contract
Amendment dated 23 December 2015, GSM is obliged to pay income tax by 35%.
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Current income tax . . . . . . . . . . . . . . . . . 212 1,558 581
Under provision in prior years . . . . . . . . . . . 2 – –
Deferred tax (note 18) . . . . . . . . . . . . . . . (3,508) (3,792) 1,521
(3,294) (2,234) 2,102
The taxation for the Track Record Period can be reconciled to the loss before income tax per the
consolidated statements of profit or loss and other comprehensive income as follows:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Loss before income tax . . . . . . . . . . . . . . . (10,131) (14,934) (25,392)
Income tax at prevailing rates . . . . . . . . . . . (2,229) (3,565) (6,310)
Income tax effects of:
Non-deductible expenses . . . . . . . . . . . . . . 1,266 3,116 5,368
Non-taxable income . . . . . . . . . . . . . . . . . (43) (162) (277)
Recognition of previously unrecognised
deferred tax assets . . . . . . . . . . . . . . . . . (2,288) (1,734) –
Tax loss not recognised . . . . . . . . . . . . . . . – 111 3,321
Income tax (benefit)/expense . . . . . . . . . . . . (3,294) (2,234) 2,102
b. Tax status
On June 2025, the Company received Overpaid Tax Assessment Letter for Corporate Income Tax for
year 2022 and 2023 of USD27,000 and USD591,000, respectively.
As of the completion date of these consolidated financial statements, the Company is in the process of
Tax Audit on Corporate Income Tax for the 2024 fiscal year.
c. Tax administration
The taxation laws in Indonesia require that each company in the Group calculate, pay and report the
income tax on individual basis under self-assessment principle. Under the prevailing obligations, the
Directorate General of Taxation may issue underpayment tax assessment (that is normally done
through tax audit process) within five years of the time the tax becomes due, which may be extended
to ten years in cases involving tax fraud or tax crimes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 400 ---
11. DIRECTORS’ AND CHIEF EXECUTIVE’S EMOLUMENTS AND FIVE HIGHEST PAID EMPLOYEES
a. Directors’ and chief executive’s emoluments
Directors’ and chief executive’s remuneration for the Track Record Period are as follows:
For the year ended 31 December 2023
Fee
Salaries and
Benefits
Retirement
Benefits
Contributions Total
USD’000 USD’000 USD’000 USD’000
Board of Commissioners and Directors
President Commissioner
– Albert Saputro (note i) . . . . . . . – – – –
Commissioner
– Januarius Felix Lumban Gaol
(note ii) . . . . . . . . . . . . . . . . – – – –
President Director
– Syamsul Bahri Ilyas (note iii) . . . – 65 4 69
Director
– Cahyono Seto (note vi) . . . . . . . – – – –
– David Thomas Fowler (note iv) . . – – – –
– Boyke Poerbaya Abidin (note v) . – 92 5 97
– 157 9 166
For the year ended 31 December 2024
Fee
Salaries and
Benefits
Retirement
Benefits
Contributions Total
USD’000 USD’000 USD’000 USD’000
Board of Commissioners and Directors
President Commissioner
– Albert Saputro (note i) . . . . . . . – – – –
Commissioner
– Januarius Felix Lumban Gaol
(note ii) . . . . . . . . . . . . . . . . – – – –
President Director
– Syamsul Bahri Ilyas (note iii) . . . – 63 3 66
Director
– Cahyono Seto (note vi) . . . . . . . – – – –
– David Thomas Fowler (note iv) . . – – – –
– Boyke Poerbaya Abidin (note v) . – 89 5 94
– 152 8 160
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 401 ---
For the year ended 31 December 2025
Fee
Salaries and
Benefits
Retirement
Benefits
Contributions Total
USD’000 USD’000 USD’000 USD’000
Board of Commissioners and Directors
President Commissioner
– Santoso Kartono (note vii) . . . . – – – –
– Hardi Wijaya Liong (note viii) . . – – – –
– Albert Saputro (note i) . . . . . . . – – – –
Independent Commissioner
– Heri Sunaryadi (note ix) . . . . . . – 28 – 28
Commissioner
– Januarius Felix Lumban Gaol
(note ii) . . . . . . . . . . . . . . . . – – – –
President Director
– Boyke Poerbaya Abidin (note x) . – 87 5 92
– Syamsul Bahri Ilyas (note iii) . . . – 33 2 35
Director
– Albert Saputro (note i) . . . . . . . – – – –
– David Thomas Fowler (note iv) . . – – – –
– Adi Adriansyah Sjoekri (note xi) – – – –
– Cahyono Seto (note vi) . . . . . . . – – – –
– Boyke Poerbaya Abidin (note v) . – – – –
– 148 7 155
Note i: Albert Saputro was appointed as president commissioner on 28 April 2023 and his tenure
concluded on 12 June 2025 and he was appointed as a director on 12 June 2025.
Note ii: Januarius Felix Lumban Gaol was appointed as commissioner on 2 November 2018 and
his tenure concluded on 12 June 2025.
Note iii: Syamsul Bahri Ilyas was appointed as president director on 20 November 2015 and his
tenure concluded on 12 June 2025.
Note iv: David Thomas Fowler was appointed as director on 2 November 2018.
Note v: Boyke Poerbaya Abidin was appointed as director on 1 July 2020 and his tenure concluded
on 12 June 2025.
Note vi: Cahyono Seto was appointed as director on 5 December 2016 and his tenure concluded on
12 June 2025.
Note vii: Santoso Kartono was appointed as president commissioner on 10 December 2025.
Note viii: Hardi Wijaya Liong was appointed as president commissioner on 12 June 2025 and
dismissed on 10 December 2025.
Note ix: Heri Sunaryadi was appointed as independent commissioner on 12 June 2025.
Note x: Boyke Poerbaya Abidin was appointed as president director on 12 June 2025.
Note xi: Adi Adriansyah Sjoekri was appointed as director on 12 June 2025.
Several directors and chief executives were also the employees of MCG and PT Bumi Suksesindo
(“BSI ”) and their remuneration were paid and borne by these entities and there is no reasonable basis
to allocate the emoluments relating to services provided to the Group during the Track Record Period.
No emoluments were paid by the Group to any directors and chief executives as an inducement to join
or upon joining the Group or as compensation for loss or termination of their office during the Track
Record Period.
There were no arrangements under which a director or a chief executive waived or agreed to waive any
emolument during the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 402 ---
b. The highest paid individuals
During the years ended 31 December 2023, 2024 and 2025, the five individuals with the highest
emoluments in the Group include 2, 2 and 1 directors of the Company, details of whose
remunerations are set out in note 11(a) above.
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Salaries, allowance and benefit . . . . . . . . . . 317 366 392
Performance related bonuses . . . . . . . . . . . . 10 35 36
Pension scheme contributions . . . . . . . . . . . 18 18 21
345 419 449
The numbers of non-director and non-chief executive highest paid employees whose remuneration fell
within the following bands of the Company for the years ended 31 December 2023, 2024, and 2025 are
as follows:
Year ended 31 December
2023 2024 2025
Nil to USD128,000 . . . . . . . . . . . . . . . . . 3 3 4
12. LOSS PER SHARE
Data used in determining loss per share are presented below:
Year ended 31 December
2023 2024 2025
Loss for the year
Loss for the year attributable to the owners – of
the parent entity (USD’000) . . . . . . . . . . . . . . . (6,836) (12,700) (27,492)
Number of shares
Weighted average number of ordinary shares excluding
treasury shares from buyback shares for the purposes
of calculating basic loss per share (‘000) . . . . . . . . 13,040,320 13,447,821 14,314,811
(a) Based on Deed of Statement of Shareholders’ Resolution on Amendment to the Articles of
Association No. 58 dated 10 July 2025, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in the
Administrative City of South Jakarta, which has obtained approval and/or acknowledgment from the
MOL, the Company changed the classification of its shares into a single class of ordinary shares and
amended the par value of its shares to Rp150 per share (equivalent to USD0.01). In connection with
these changes each shareholder of each class of share (company class A, B and C shares) was given
130,165 ordinary shares for each share held, and the number of issued and fully paid shares increased
to 14,562,209,375 shares.
In accordance with IAS 33 Earnings per Share, changes in the number of ordinary shares resulting
from a stock split are applied retrospectively in the calculation of earnings per share. Accordingly, the
basic earnings per share for all periods presented have been adjusted as if the stock split had occurred
at the beginning of the earliest period presented.
(b) No diluted loss per share during the Track Record Period were presented as there were no potential
ordinary shares in issue for the periods.
13. DIVIDEND
No dividends were declared or distributed by the Company in the Track Record Period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 403 ---
14. PROPERTY, PLANT AND EQUIPMENT
The Group
Direct acquisition Right-of-use
Land Building
Office
Equipment
Machinery
and
Equipment Plant Vehicles
Heavy
Equipment
Mining
Infra-
structure CIP
Heavy
Equipment Building Total
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
Cost
At 1 January, 2023 . . . . 51 30 208 70 – 237 – – 20,276 – – 20,872
Additions . . . . . . . – – – – – – 15,749 – 33,964 – 102 49,815
At 31 December, 2023 . . 51 30 208 70 – 237 15,749 – 54,240 – 102 70,687
Additions . . . . . . . – – – – – – 16,189 – 62,348 – – 78,537
Reclassification . . . . . – 3,984 – – – – – – (3,984) – – –
Acquisition of subsidiary
(note 35) . . . . . . . – – 31 34 – – – – 4,450 – – 4,515
At 31 December, 2024 . . 51 4,014 239 104 – 237 31,938 – 117,054 – 102 153,739
Additions . . . . . . . – – – – – – 11,976 – 163,157 3,403 53 178,589
Disposal . . . . . . . – (30) (146) (34) – – – – – – (102) (312)
Reclassification . . . . . – 15,906 – – 32,015 – – 76,865 (124,786) – – –
At 31 December, 2025 . . 51 19,890 93 70 32,015 237 43,914 76,865 155,425 3,403 53 332,016
Accumulated depreciation
At 1 January, 2023 . . . . – (30) (204) (70) – (237) – – – – – (541)
Provided for the year . . . – – (2) – – (934) – (16) (952)
At 31 December, 2023 . . – (30) (206) (70) – (237) (934) – – – (16) (1,493)
Provided for the year . . . – (996) (12) (15) – – (2,471) – – – (28) (3,522)
At 31 December, 2024 . . – (1,026) (218) (85) – (237) (3,405) – – – (44) (5,015)
Provided for the year . . . – (2,511) (21) (19) (23) – (6,806) (667) – – (27) (10,074)
Disposal . . . . . . . – 30 146 34 – – – – – – 58 268
Reclassification . . . . . – – – – – – – – – – –
At 31 December, 2025 . . – (3,507) (93) (70) (23) (237) (10,211) (667) – – (13) (14,821)
Carrying amounts
At 31 December 2023 . . . 51 – 2 – – – 14,815 – 54,240 – 86 69,194
At 31 December 2024 . . . 51 2,988 21 19 – – 28,533 – 117,054 – 58 148,724
At 31 December 2025 . . . 51 16,383 – – 31,992 – 33,703 76,198 155,425 3,403 40 317,195
The depreciation expenses for the years ended have been allocated as at 31 December 2023, 2024 and 2025 as
follow:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Charged/capitalized to:
Exploration and evaluation assets . . . . . . . . . . . . . 600 3,287 5,912
Ore inventories . . . . . . . . . . . . . . . . . . . . . . . . . – – 630
Mining properties . . . . . . . . . . . . . . . . . . . . . . . – – 3,476
Cost of revenue . . . . . . . . . . . . . . . . . . . . . . . . 336 206 27
General and administrative expense . . . . . . . . . . . . 16 29 29
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 952 3,522 10,074
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 404 ---
The Company
Right-of-use
Building
USD’000
Cost
At 1 January 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
At 31 December 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Accumulated depreciation
At 1 January 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13)
At 31 December 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (13)
Carrying amounts
At 31 December 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Construction in progress
Construction in progress represents property, plant and equipment that are still under construction or
installation and have not yet reached the condition necessary for them to be capable of operating. The Group
is under construction of a heap-leach processing facility and other construction projects during the Track
Record Period. As at 31 December 2025, the Group’s construction in progress mainly comprised the heap
leach and processing plant, as well as infrastructure, building and other equipment for its mining operations.
Details of the major construction projects are set out below:
– Heap leach and processing plant
As at 31 December 2025, the heap leach and processing plant was approximately 93.6% complete, with
accumulated cost of approximately USD138,833,000. The project is expected to be completed by
2026.
– Infrastructure, building and other equipment
As at 31 December 2025, the infrastructure, building and equipment were at various stage of
completion, range from approximately 1% to 99%, with accumulated cost of approximately
USD16,592,000. The project is expected to be completed by 2026.
The Group has no obstacles in the continuation of construction in progress completion.
Right-of-Use Assets
For the years ended 31 December 2023, 2024 and 2025, the Group leases building for its operations. Lease
contracts are entered into for fixed term of two to four years.
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 405 ---
Property, Plant and Equipment
For the years ended 31 December 2023, 2024 and 2025, the Group entered into several sale and leaseback
arrangements in respect of heavy equipments of USD15,749,000, USD16,189,000 and USD11,976,000,
respectively, further details of which are set out in note 25. The heavy equipment acquired included
excavators, trucks, lighting plant, telehandler and dozers, all of which will be used in the Group’s mining
operations.
As of 31 December 2023, 2024 and 2025, the Group’s property, plant and equipment were insured against all
risks of damage, with total coverage of approximately USD17,430,000, USD318,253,000 and
USD318,769,000. The Group’s management believes that the property, plant and equipment were adequately
insured.
Management has reviewed the estimated economic life, depreciation methods and residual values at the end of
each of the Track Record Period and has opinion that there was no change from the previous year.
The Group is a mining company and up to 31 December 2025, it was in the pre-production stage. Although
the Group was loss-making throughout the Track Record Period, the Directors consider such losses are
common for pre-production mining companies.
Not withstanding the above, the Directors have made assessments as to whether there were any impairment
indicators relating to the Group’s non-financial assets such as property, plant and equipment, right-of-use
assets, exploration and evaluation assets and mining properties at the level which independent cash inflows
are generated throughout the Track Record Period. These assessments were based on the findings and
conclusions reached in various internal and external mining reports prepared by competent persons
throughout the Track Record Period, including the CPR prepared by the competent person. In performing the
assessments, the Directors considered that the Group’s mining licences remained valid and that there were no
significant adverse changes in the legal, regulatory or operating environment throughout the Track Record
Period. The Group also continued to progress its mine development activities and related capital expenditure
substantially in accordance with its development plan. The Directors further considered the conclusions of
the competent person’s assessments, which indicated that the relevant mining projects were economically
viable based on the latest life-of-mine plans and financial projections. In addition, prevailing gold prices
remained favourable and generally increased throughout the Track Record Period. Based on these
assessments and reports, the Directors are of the view that no impairment indicators existed and that the
recoverable amount of the relevant assets exceeded their carrying amount.
15. EXPLORATION AND EV ALUATION ASSETS
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Cost
At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . 154,403 175,843 182,258
Addition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,440 6,415 8,218
Reclassification . . . . . . . . . . . . . . . . . . . . . . . . – – (190,476)
At 31 December . . . . . . . . . . . . . . . . . . . . . . . . 175,843 182,258 –
The Group’s exploration and evaluation assets represent cost incurred to acquire exploration license and
expenditures incurred during topographical and geological surveys, exploratory drilling, sampling and
trenching and construction and other costs incurred for commercial and technical feasibility studies in that
area. During the year ended 31 December 2025, exploration and evaluation assets amounting to
USD190,476,000 was reclassified to mining properties when the project reached its technical and commercial
feasibility for development.
During the years ended 31 December 2023, 2024 and 2025, the Group capitalised depreciation of property,
plant and equipment to exploration and evaluation assets amounting to USD600,000, USD3,287,000 and
USD5,912,000, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 406 ---
16. MINING PROPERTIES
Mining under
Development
Mining in
Production Total
USD’000 USD’000 USD’000
Costs
At 1 January, 2024 . . . . . . . . . . . . . . . . . . . . . . . – – –
Acquisition of a subsidiary (note 35) . . . . . . . . . . . 79,000 – 79,000
Addition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,923 – 3,923
At 31 December, 2024 . . . . . . . . . . . . . . . . . . . . . 82,923 – 82,923
Reclassification from exploration and evaluation
assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190,476 – 190,476
Reclassification from mining under development . . . . (82,923) 82,923 –
Addition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,141 26,849 32,990
At 31 December, 2025 . . . . . . . . . . . . . . . . . . . . . 196,617 109,772 306,389
Accumulated amortisation
At 1 January, 2024 . . . . . . . . . . . . . . . . . . . . . . . – – –
Charge for the year . . . . . . . . . . . . . . . . . . . . . . – – –
At 31 December, 2024 . . . . . . . . . . . . . . . . . . . . . – – –
Charge for the year . . . . . . . . . . . . . . . . . . . . . . – (805) (805)
At 31 December, 2025 . . . . . . . . . . . . . . . . . . . . . – (805) (805)
Carrying Amounts
At 31 December 2024 . . . . . . . . . . . . . . . . . . . . . – 82,923 82,923
At 31 December 2025 . . . . . . . . . . . . . . . . . . . . . 196,617 108,967 305,584
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 407 ---
Mining under development represents mining properties for which mining operations have not yet
commenced. Mining in production represents mining properties where mining operations have started and the
operations have entered the production phase.
During the year ended 31 December 2025, exploration and evaluation assets amounting to USD190,476,000
has been reclassified from exploration and evaluation assets when the project reach its commercial and
technical feasibility of development.
For the year ended 31 December 2025, the Group capitalised depreciation of property, plant and equipment
to mining properties amounting to USD3,476,000.
17. ADV ANCES AND PREPAYMENTS
The Group
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Advances for property, plant, and equipment
purchase (note a) . . . . . . . . . . . . . . . . . . . . . . 2,956 13,667 10,628
Advances for operational purchase (note b) . . . . . . . 843 2,996 3,824
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 752 541 1,156
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,551 17,204 15,608
Less: Non-current portion . . . . . . . . . . . . . . . . . . (2,956) (13,667) (10,628)
Current portion . . . . . . . . . . . . . . . . . . . . . . . . 1,595 3,537 4,980
a. Advance for purchase of property, plant and equipment mainly relate to advances paid by PBT to
domestic and overseas suppliers for acquisition of property, plant and equipment used in the Group’s
heap leach and processing operations.
b. Advance for operational purchase represents payments made to supplier for purchase of inventory
and consumables which are expected to be realised within three months.
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Advances for operational purchase . . . . . . . . . . . . . 1 – 73
Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . 24 21 52
25 21 125
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 408 ---
18. DEFERRED TAXATION
The movements in deferred tax assets and liabilities during the Track Record Period are as follows:
a. Deferred tax assets
The Group
Employment
Benefits
Liability
Sale and
Leaseback
Arrangement
Depreciation
of PPE
Fiscal
Losses Total
USD’000 USD’000 USD’000 USD’000 USD’000
At 1 January, 2023 . . . . . . . . . . . 12 – – 863 875
Credited/(charged) to consolidated
statement of profit or loss (note 10) . . 7 (125) 207 3,419 3,508
Other comprehensive income . . . . . . . 2 – – – 2
At 31 December, 2023 . . . . . . . . . . 21 (125) 207 4,282 4,385
Credited/(charged) to consolidated
statement of profit or loss (note 10) . . 73 125 (201) 4,140 4,137
Other comprehensive income . . . . . . . (21) – – – (21)
Acquisition of subsidiary (note 35) . . . . 79 – (14) 56 121
At 31 December, 2024 . . . . . . . . . . 152 – (8) 8,478 8,622
Credited/(charged) to consolidated
statement of profit or loss (note 10) . . 130 – 9 (1,359) (1,220)
At 31 December, 2025 . . . . . . . . . . 282 – 1 7,119 7,402
The Company
Employment
Benefits
Liability Fiscal Losses Total
USD’000 USD’000 USD’000
At 1 January, 2023 . . . . . . . . . . . . . . . . . . 3 – 3
Credited/(charged) to profit or loss . . . . . . . . (1) 743 742
At 31 December, 2023 . . . . . . . . . . . . . . . . 2 743 745
Credited/(charged) to profit or loss . . . . . . . . (2) 1,556 1,554
At 31 December, 2024 . . . . . . . . . . . . . . . . – 2,299 2,299
Credited/(charged) to profit or loss . . . . . . . . – (2,299) (2,299)
At 31 December, 2025 . . . . . . . . . . . . . . . . – – –
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 409 ---
b. Deferred tax liabilities
The Group
Employment
Benefits
Liability
Mining
Properties
Sale and
Leaseback
Arrangement
Depreciation
of PPE
Fiscal
Losses Total
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
At 1 January, 2024 . . . . . . . . . . . . . – – – – – –
Credited/(charged) to consolidated statement
of profit or loss (note 10) . . . . . . . . . 10 – (1,144) 737 52 (345)
Other comprehensive income . . . . . . . . (1) – – – – (1)
Acquisition of a subsidiary (note 35) . . . . – (6,058) – – – (6,058)
At 31 December, 2024 . . . . . . . . . . . . 9 (6,058) (1,144) 737 52 (6,404)
Credited/(charged) to consolidated statement
of profit or loss (note 10) . . . . . . . . . 12 46 (1,727) 1,420 (52) (301)
At 31 December, 2025 . . . . . . . . . . . . 21 (6,012) (2,871) 2,157 – (6,705)
19. OTHER NON-CURRENT ASSETS
The Group
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Restricted time deposit . . . . . . . . . . . . . . . . . . . . 1,396 1,396 1,670
Security deposit . . . . . . . . . . . . . . . . . . . . . . . . 3 875 852
1,399 2,271 2,522
For the years ended 31 December 2023, 2024 and 2025, restricted time deposit consists of collateral in relation
to bank guarantee issuance for the Group’s reclamation and post-mine guarantee (note 27) amounting to
USD1,396,000, USD1,396,000 and USD1,670,000 and security deposits to supplier amounting to USD3,000,
USD875,000 and USD852,000.
Average interest rate during the Track Record Period is around 0.15% - 5.00%.
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Security deposit . . . . . . . . . . . . . . . . . . . . . . . . 3 3 12
20. INVENTORIES
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Ore in stockpiles . . . . . . . . . . . . . . . . . . . . . . . . – – 4,633
Goods in process . . . . . . . . . . . . . . . . . . . . . . . . – – 968
Spare parts and supplies . . . . . . . . . . . . . . . . . . . 610 573 4,914
610 573 10,515
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 410 ---
Ore in stockpiles and goods in process represent gold and silver inventories arising from the Group’s mining
and processing activities. These balances comprise accumulated mining and processing costs, including direct
production costs and attributable overheads, incurred to bring the inventories to their current condition.
As of 31 December 2025, these inventories have not yet reached the final stage of production, and
accordingly, the related costs have not been recognised as cost of revenue. The Group is expected to
commence gold sales in 2026 and the ore stockpiles and goods in process are expected to be included in cost
of revenue within the next twelve month.
21. TRADE AND OTHER RECEIV ABLES
The Group
31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
Trade receivables (note a)
– Related parties . . . . . . . . . . . . . . . . . 32 430 – 9
Other receivables – current portion . . . . . .
Amounts due from related parties . . . . . . 32 – – 89
Claims for tax refund . . . . . . . . . . . . . . – – 330
Loan to a third party (note b) . . . . . . . . 4,698 – –
Sub-total . . . . . . . . . . . . . . . . . . . . . 5,128 – 428
Other receivables – non-current portion
Loan to a related party (note c) . . . . . . . 32 45,482 – –
Prepaid taxes (note d) . . . . . . . . . . . . . 9,586 19,689 36,076
Sub-total . . . . . . . . . . . . . . . . . . . . . 55,068 19,689 36,076
Total . . . . . . . . . . . . . . . . . . . . . . . . 60,196 19,689 36,504
Notes:
(a) An aging analysis of trade receivables at the end of each Track Record Period based on invoice dates
were as follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
1 – 30 days . . . . . . . . . . . . . . . . . . . . . . . 430 – 9
No ECL allowance was recognised as the trade receivables due from related parties were immaterial.
The trade receivables from related parties are unsecured and interest free.
(b) Loan to a third party as of 31 December 2023 represent loan agreement between the Group and KUD
Dharma Tani (“ KUD ”) related to mining services activities in tenement areas held under PETS have
been fully repaid on 27 June 2024 as explained in note 35.
The credit risk of the loan to a third party has not increased significantly since initial recognition.
Taking into account the counterparty’s historical repayment record, the low risk of default and the
absence of past-due amounts; the expected credit loss is considered insignificant. Accordingly, no
ECL allowance has been recognised.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 411 ---
(c) On 29 February 2016, PEG, PETS and KUD (the “ Parties ”) entered into the Agreement and
Acknowledgement of Loan which has been amended several times, most recently based on the Second
Amendment on the Agreement and Acknowledgement of Loan dated 20 July 2023, whereby PEG will
provide the loan gradually for PETS’s operational activities.
The Group effectively controlled and consolidated PETS since June 2024 (note 35).
Repayment of all outstanding amount will be made no later than three years since PETS commences
its commercial operations or other maturity date approved by all Parties. The interest rate of this loan
lastly changed to become 3-month Term Secured Overnight Financing Rate (“ SOFR ”) plus certain
margin per annum, for the interest period after 30 June 2023. The interest under this loan will be
payable at one year after PETS commenced its commercial operations.
The credit risk of the loan to a related party has not increased significantly since initial recognition.
Taking into account the counterparty’s historical repayment record, the low risk of default and the
absence of past-due amounts; the expected credit loss is considered insignificant. Accordingly, no
ECL allowance has been recognised.
On August 2024, PETS has fully repaid all the outstanding principal of this facility.
(d) Prepaid taxes consist of Value Added Tax (V AT), prepaid tax article 23, and prepaid tax article 28a,
which will be credited, offset, or refunded in accordance with prevailing tax regulations.
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Other receivables – non-current portion
Loan to subsidiaries (note a) . . . . . . . . . . . . . . . 78,293 216,481 156,321
Prepaid taxes (note b) . . . . . . . . . . . . . . . . . . . 676 674 684
78,969 217,155 157,005
Notes:
a. During the Track Record Period, the Company entered into a number of loan agreements with its
subsidiaries. The loans carry interest at a rate equal to three-month Term SOFR plus 6.26% per
annum, or three-month Term LIBOR plus 6.26% per annum.
b. Prepaid taxes consist of Value Added Tax (V AT), prepaid tax article 23, and prepaid tax article 28a,
which will be credited, offset, or refunded in accordance with prevailing tax regulations.
22. CASH AND BANKS
The Group
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Cash on hand . . . . . . . . . . . . . . . . . . . . . . . . . . 262 5 7
Cash in banks . . . . . . . . . . . . . . . . . . . . . . . . . 12,089 67,330 45,301
12,351 67,335 45,308
The carrying amounts of cash and cash equivalents are denominated in the following currencies:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
United States Dollar . . . . . . . . . . . . . . . . . . . . . 2,517 62,875 39,507
Indonesian Rupiah . . . . . . . . . . . . . . . . . . . . . . 9,754 4,338 5,661
Australian Dollar . . . . . . . . . . . . . . . . . . . . . . . 80 122 140
12,351 67,335 45,308
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 412 ---
The carrying amount of the Group’s cash and bank approximate to its fair value as at 31 December 2023, 2024
and 2025. Cash at bank earns interest at floating rates based on daily bank deposit rates. The average interest
rate of cash and banks for the years ended 31 December 2023, 2024 and 2025 is 0.15% – 6.10%, 0.10% – 6.50%
and 0.10% – 5.00%, respectively.
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Cash in banks . . . . . . . . . . . . . . . . . . . . . . . . . 1,390 53,503 19,120
The carrying amounts of cash and cash equivalents are denominated in the following currencies:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
United States Dollar . . . . . . . . . . . . . . . . . . . . . 851 53,192 17,703
Indonesian Rupiah . . . . . . . . . . . . . . . . . . . . . . 519 273 1,376
Australian Dollar . . . . . . . . . . . . . . . . . . . . . . . 20 38 41
1,390 53,503 19,120
The carrying amount of the Company’s cash and bank approximate to its fair value as at 31 December 2023,
2024 and 2025. Cash at bank earns interest at floating rates based on daily bank deposit rates. The average
interest rate of cash and banks for the years ended 31 December 2023, 2024 and 2025 is 1.25% – 6.10%, 0.35%
– 4.00% and 0.15% – 5.00%, respectively.
23. INVESTMENT IN SUBSIDIARIES
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Investment costs . . . . . . . . . . . . . . . . . . . . . . . . 224,108 209,056 249,742
Less: provision for impairment . . . . . . . . . . . . . . . – – –
224,108 209,056 249,742
Particulars of the subsidiaries during the Track Record Period are as set out in Note 1(a).
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 413 ---
24. TRADE PAYABLES, OTHER PAYABLE AND ACCRUALS
The Group
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Trade payable
– Third parties . . . . . . . . . . . . . . . . . . . . . . . . 142 1,747 860
– Related parties (note 32) . . . . . . . . . . . . . . . . – – 489
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142 1,747 1,349
Payable for purchases of property, plant and equipment
and mining properties
– Third parties . . . . . . . . . . . . . . . . . . . . . . . . 14,053 14,848 13,657
– Related parties (note 32). . . . . . . . . . . . . . . . . 1,842 4,219 12,738
Operation and construction accrual . . . . . . . . . . . . 324 13,407 25,108
Borrowings interest
– Third parties . . . . . . . . . . . . . . . . . . . . . . . . – – 1,325
– Related parties (note 32) . . . . . . . . . . . . . . . . 8,639 13,430 –
Tax payables . . . . . . . . . . . . . . . . . . . . . . . . . . 321 892 1,404
Employee allowances . . . . . . . . . . . . . . . . . . . . . 250 724 1,617
Consultant services accrual . . . . . . . . . . . . . . . . . 15 22 50
Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,444 47,542 55,899
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,586 49,289 57,248
Aging analysis of trade payables at the end of each of the Track Record Period based on invoice dates were as
follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
1 – 30 days . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 530 383
31 – 60 days . . . . . . . . . . . . . . . . . . . . . . . . . . . 99 1,217 477
61 – 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . – – –
More than 90 days (a) . . . . . . . . . . . . . . . . . . . . . – – 489
142 1,747 1,349
(a) Aging more than 90 days mostly represent payables from related parties that will be repaid gradually.
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Trade payable
– Third parties . . . . . . . . . . . . . . . . . . . . . . . . 4 6 29
Operation and construction accrual . . . . . . . . . . . . 12 8 496
Borrowing interest . . . . . . . . . . . . . . . . . . . . . . . 8,639 13,430 –
Tax payables . . . . . . . . . . . . . . . . . . . . . . . . . . – 250 480
Employee allowances . . . . . . . . . . . . . . . . . . . . . 68 10 49
8,723 13,704 1,054
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 414 ---
25. SALE AND LEASEBACK ARRANGEMENT
(a) Amount due under sales and leaseback arrangement
The movement and amount due under sale and leaseback arrangement are as follows:
USD’000
At 1 January 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
New arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,655
Interest accrued during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 443
Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,096)
31 December 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,002
New arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,052
Interest accrued during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,536
Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,249)
31 December 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,341
New arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,174
Interest accrued during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,957
Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,556)
31 December 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,916
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Analysed into:
Current portion . . . . . . . . . . . . . . . . . . 3,339 6,732 9,835
Non-current portion . . . . . . . . . . . . . . . 10,663 15,609 16,081
For the years ended 31 December 2023, 2024 and 2025, the Group entered into sales and leaseback
arrangements in respect of certain heavy equipment in the amounts of USD15,749,000,
USD16,189,000 and USD11,976,000 respectively. All of the sales and leaseback arrangements give
the Group the right to purchase the asset at a predetermined price at the end of the arrangement.
(b) The maturity analysis of the amount due under sale and leaseback arrangement are as follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Within one year . . . . . . . . . . . . . . . . . . . 3,339 6,732 9,835
More than one year, but not exceeding two
years . . . . . . . . . . . . . . . . . . . . . . . . . 4,317 8,044 9,773
More than two years, but not exceeding five
years . . . . . . . . . . . . . . . . . . . . . . . . . 6,346 7,565 6,308
Total . . . . . . . . . . . . . . . . . . . . . . . . . . 14,002 22,341 25,916
As of 31 December 2023, 2024 and 2025, the average rate of interest on sales and leaseback
arrangements for the years ended 31 December 2023, 2024 and 2025 are 8.6% per annum, 7.21% –
8.83% per annum and 6.75% – 7.52% per annum, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 415 ---
26. LEASE LIABILITIES
The Group
(a) Lease liabilities
The carrying amounts of lease liabilities and the movements are as follows:
Heavy
Equipment Building Total
USD’000 USD’000 USD’000
At 1 January 2023 . . . . . . . . . . . . . . . . . . – – –
Additions . . . . . . . . . . . . . . . . . . . . . . . 465 102 567
Accretion of interest recognised during
the year . . . . . . . . . . . . . . . . . . . . . . . 30 1 31
Lease payments . . . . . . . . . . . . . . . . . . . . (495) (34) (529)
31 December 2023 . . . . . . . . . . . . . . . . . . – 69 69
Additions . . . . . . . . . . . . . . . . . . . . . . . – – –
Accretion of interest recognised during
the year . . . . . . . . . . . . . . . . . . . . . . . – 5 5
Lease payments . . . . . . . . . . . . . . . . . . . . – (16) (16)
31 December 2024 . . . . . . . . . . . . . . . . . . – 58 58
Additions . . . . . . . . . . . . . . . . . . . . . . . 3,234 58 3,292
Disposal . . . . . . . . . . . . . . . . . . . . . . . . – (58) (58)
Accretion of interest recognised during
the year . . . . . . . . . . . . . . . . . . . . . . . – 9 9
Lease payments . . . . . . . . . . . . . . . . . . . . – (24) (24)
31 December 2025 . . . . . . . . . . . . . . . . . . 3,234 43 3,277
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Analysed into:
Current portion . . . . . . . . . . . . . . . . . . 17 19 620
Non-current portion . . . . . . . . . . . . . . . 52 39 2,657
(b) The amounts recognised in profit or loss in relation to leases are as follows:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Interest on lease liabilities . . . . . . . . . . . . . 31 5 9
Depreciation charge of right-of-use
assets (note 14) . . . . . . . . . . . . . . . . . . 16 28 27
The maturity analysis of lease liabilities is disclosed in note 33 to the Historical Financial
Information.
For the years ended 31 December 2023, 2024 and 2025, the incremental borrowing rate of 10.05%,
7.84% and 9.82% are used for lease agreements that doesn’t have implicit interest rate.
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 416 ---
The Company
(a) Lease liabilities
Building
USD’000
At 1 January 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Accretion of interest recognised during the year . . . . . . . . . . . . . . . . . . . . 9
Lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24)
31 December 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Analysed into:
Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
(b) The amounts recognised in profit or loss in relation to leases are as follows:
Year ended
31 December
2025
USD’000
Interest on lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Depreciation charge of right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . 13
Analysed into:
31 December
2025
USD’000
Lease liabilities payable:
Within one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
More than one year, but not exceeding two years . . . . . . . . . . . . . . . . . . . . 23
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
For the year ended 31 December 2025, the incremental borrowing rate of 9.82% are used for lease
agreements that doesn’t have implicit interest rate.
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 417 ---
27. PROVISION FOR MINING REHABILITATION
The provision for mining rehabilitation consists of reclamation provision and mine closure provision.
Movement in the reclamation and mine closure reserve as follows:
31 December
2025
USD’000
At 1 January –
Addition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,413
Accretion of expense recognised during the year (note 7) . . . . . . . . . . . . . . . . . . . 514
At 31 December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,927
Analysis into:
Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,901
On 20 December 2010, the Government of Indonesia released an implementing regulation for Law No. 4 of
2009 regarding Mineral and Coal Mining as amended by Law No. 3 of 2020 and Law No. 11 of 2020, i.e
Government Regulation No. 78 of 2010 regarding Reclamation and Post-Mining that deals with reclamations
and post-mining activities for both IUP-Exploration and IUP-OP holders.
An IUP-Exploration holder, among other requirements, must include a reclamation plan in its exploration
work plan and budget and provide a reclamation guarantee in the form of a time deposit placed at a
state-owned bank.
An IUP-OP holder, among other requirements, must (1) prepare a five-year reclamation plan; (2) prepare a
post-mining plan; (3) provide a reclamation guarantee which may be in the form of a joint account or time
deposit placed at a state-owned bank, a bank guarantee, or an accounting provision; and (4) provide a
post-mine guarantee in the form of a time deposit at a state-owned bank.
The requirement to provide reclamation and post-mine guarantees does not release the IUP holder from the
requirement to perform reclamation and post-mine activities.
On 7 May 2018, the Ministry of Energy and Mineral Resources released the Minister’s Decree No.
1827K/30/MEM/2018 on the Guidance for the Implementation of Good Mining Technic Methods which
further regulates the reclamation plan, consideration of future value from the post-mining costs and
accounting reserve determination.
The Group’s mine reclamation and closure plan was approved in 2025 by the Indonesian Government.
Accordingly, the recognition of the related provision commenced in 2025.
For the years ended 31 December 2023, 2024 and 2025, GSM and PETS have placed bank guarantees and
deposit in relation to the reclamation and post-mine activities amounting to USD1,396,000, USD1,396,000
and USD1,670,000 (note 19).
28. BORROWINGS
The Group
31 December 2023 31 December 2024 31 December 2025
Note
Effective
interest rate Maturity Balance
Effective
interest rate Maturity Balance
Effective
interest rate Maturity Balance
USD’000 USD’000 USD’000
Non-current
Bank borrowings
– secured . . . . . . .
(3) – – – – – – SOFR + 3.00%
for Offshore,
SOFR +
3.20% for
Onshore
2030 260,404
(1) – – – SOFR + 3% 2026 4,196 – – –
Interest-bearing
borrowings from a related
party . . . . . . . .
(2) SOFR + 5.76% 2027 133,700 SOFR + 5.76% 2027 173,750 – – –
Total . . . . . . . . . 133,700 177,946 260,404
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 418 ---
At the end of each of the Track Record Period, the borrowings are scheduled to repay as follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Bank borrowings repayable:
On demand or within one year . . . . . . . . . . . . . . . – – –
More than one year, but not exceeding two years . . . . – 4,196 –
More than two years, but not exceeding five years . . . . – – 260,404
– 4,196 260,404
Other borrowings repayable:
On demand or within one year . . . . . . . . . . . . . . . – – –
More than one year, but not exceeding two years . . . . – – –
More than two years, but not exceeding five years . . . . 133,700 173,750 –
133,700 177,946 260,404
Analysed as:
31 December
Notes 2023 2024 2025
USD’000 USD’000 USD’000
Secured syndicated loan . . . . . . . . . . . . (3) – – 260,404
(1) – 4,196 –
Unsecured loans payable to MCG . . . . . . (2) 133,700 173,750 –
133,700 177,946 260,404
Notes:
(1) On 13 September 2024, the Company entered into a Syndicated Revolving Credit Facility, with a
facility limit of USD50,000,000. The Final Maturity Date of this Facility Agreement is 13 March
2026. This facility bear interest at a compounded cumulative reference rate based on the SOFR plus a
3% margin per annum, with an interest period of one month, three months, or any other period as
agreed between the borrower, the facility agent, and all lenders. This financing facility is secured by
pledges over MCG’s shares in the Company and GSM, pledges over Company’s shares in GSM, PBT,
and PETS, pledges over shares owned by PEG and PBT in PETS, as well as pledges over the bank
accounts of the Company, GSM and PETS.
The outstanding principal of this facility as of 31 December 2023, 2024 and 2025 amounting to nil,
USD4,196,000, and nil, respectively.
The security granted under this facility was released on 14 July 2025, and the facility was terminated
on 15 July 2025.
(2) On 8 April 2022, 8 April 2022, 20 December 2023, and 1 December 2025 the Company and MCG
entered into Loan Agreement, with a facility limit of USD25,000,000, USD260,000,000,
USD175,000,000 and USD50,000,000, respectively. The USD25,000,000 facility is repayable on 8
April 2027, and bearing interest at a rate of 3-month LIBOR plus 5.50% margin per annum, as
subsequently amended on 30 June 2023 to 3-month Term SOFR plus a 5.76% margin per annum. The
USD260,000,000 facility is repayable on 8 April 2027, and bearing interest at a rate of 3-month
LIBOR plus 5.50% margin per annum, as subsequently amended on 30 June 2023 to 3-month Term
SOFR plus a 5.76% margin per annum.
The USD175,000,000 facility is repayable on 20 December 2028 (or such later date as may be agreed
by MCG and the Company) and the USD50,000,000 facility is repayable on 31 December 2026 (or any
other date as agreed in writing by the Company and MCG). Both facilities bear interest at a rate of
3-month Term SOFR plus a 5.67% margin per annum.
In 2025, the Company made an early repayment of its outstanding loan to MCG in accordance with
the terms of the loan agreement.
The outstanding principal of this facility as of 31 December 2023, 2024 and 2025 amounting to
USD133,700,000, USD173,750,000, and nil, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 419 ---
(3) On 4 December 2025, PBT, GSM, and PETS entered into a Syndicated Revolving Credit Facility, with
a facility limit of USD350,000,000. The Final Maturity Date of this Facility Agreement is 5
December 2030. This facility bear interest at a compounded cumulative reference rate based on the
SOFR plus a 3.00% - 3.20% margin per annum, with an interest period of one month, three months, or
any other period as agreed between the borrowers, the facility agent, and all lenders. This financing
facility is secured by pledges over Company’s shares in PBT, GSM and PETS, pledges over shares
owned by PBT in PETS, as well as pledges over the bank accounts of PBT, GSM and PETS.
The outstanding principle of this facility as of 31 December 2023, 2024 and 2025 amounting to nil,
nil, and USD265,000,000, respectively.
The Company
31 December 2023 31 December 2024 31 December 2025
Note
Effective
interest rate Maturity Balance
Effective
interest rate Maturity Balance
Effective
interest rate Maturity Balance
USD’000 USD’000 USD’000
Non-current
Bank borrowing
– secured . . . . . . . (1) – – – SOFR+ 3% 2026 4,196 – – –
Interest-bearing borrowing
from a related party . . (2) SOFR+5.76% 2027 133,700 SOFR+5.76% 2027 173,750 – – –
Total . . . . . . . . . 133,700 177,946 –
At the end of the reporting period, the borrowings are scheduled to repay as follows:
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Bank borrowings repayable:
On demand or within one year . . . . . . . . . . . . . . – – –
More than one year, but not exceeding two years . . . – 4,196 –
– 4,196 –
Other borrowings repayable:
On demand or within one year . . . . . . . . . . . . . . . – – –
More than one year, but not exceeding two years . . . . – – –
More than two years, but not exceeding five years . . . . 133,700 173,750 –
133,700 177,946 –
29. EMPLOYMENT BENEFITS LIABILITY
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Post-employment benefit plan . . . . . . . . . . . . . . . . 98 645 1,222
The Group
The Group provides post-employment benefit plan for the employees in Indonesia as required under
Indonesian Labor Law. In addition, the Group also provides certain other long-term employee benefits
comprising long service awards and long service leave awards.
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 420 ---
These plans exposes the Group to the following actuarial risks:
Interest rate risk A decrease in the bond interest rate will increase the present value of
the defined benefit obligation.
Longevity risk The present value of the defined benefit obligation is calculated by
reference to the best estimate of the mortality of plan participants
both during and after their employment. An increase in the life
expectancy of the plan participants will increase the present value of
the defined benefit obligation.
Salary risk The present value of the defined benefit obligation is calculated by
reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the present
value of the defined benefit obligation.
The employee benefit liabilities and employee benefit expenses are based on the calculations made by KKA
Riana & Rekan, independent actuaries for 31 December 2023, 2024 and 2025 respectively, carried at
USD98,000, USD645,000, USD1,222,000 and USD65,000, USD267,000 and USD520,000, respectively.
(a) Actuarial assumptions
The principal actuarial assumptions used in determination of employee benefits are as follows:
31 December
2023 2024 2025
Discount rate: 6.50%-6.75% 7.25% 6.25%
Salary increment: 7.50% 6.00% 6.00%
Mortality rate: 100% TMI4 100% TMI4 100% TMI4
Disability rate: 5% TMI4 5% TMI4 5% TMI4
Normal retirement age: 56 56 56
(b) Sensitivity analysis
The impact to the value of the defined benefit obligation of a reasonably possible change to one
actuarial assumption, holding all other assumption constant, is presented in the table below:
31 December 2023
Defined benefit obligation
Reasonably
possible
change
Increase in
assumptions
Decrease in
assumptions
USD’000 USD’000
Discount rate . . . . . . . . . . . . . . . . . . . . . 1% (88) 102
Salary increment . . . . . . . . . . . . . . . . . . . 1% 103 (88)
31 December 2024
Defined benefit obligation
Reasonably
possible
change
Increase in
assumptions
Decrease in
assumptions
USD’000 USD’000
Discount rate . . . . . . . . . . . . . . . . . . . . . 1% (390) 454
Salary increment . . . . . . . . . . . . . . . . . . . 1% 440 (404)
31 December 2025
Defined benefit obligation
Reasonably
possible
change
Increase in
assumptions
Decrease in
assumptions
USD’000 USD’000
Discount rate . . . . . . . . . . . . . . . . . . . . . 1% (1,132) 1,313
Salary increment . . . . . . . . . . . . . . . . . . . 1% 1,318 (1,126)
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 421 ---
(c) Reconciliation of defined benefit obligation and fair value of scheme
Net defined scheme liability
2023 2024 2025
USD’000 USD’000 USD’000
At 1 January . . . . . . . . . . . . . . . . . . . . . 24 98 645
Service cost – current . . . . . . . . . . . . . . . . 60 206 505
Service cost – past . . . . . . . . . . . . . . . . . . 4 (26) 10
Mutation . . . . . . . . . . . . . . . . . . . . . . . . – 71 –
Interest cost . . . . . . . . . . . . . . . . . . . . . . 1 29 52
Effects of movements in exchange rates . . . . . – (13) (47)
Included in profit or loss . . . . . . . . . . . . . . 65 267 520
Loss/(gain) from change in financial
assumption and adjustments . . . . . . . . . . . 8 (81) (4)
Included in other comprehensive income . . . . 8 (81) (4)
Acquisition of a subsidiary (note 35) . . . . . . . – 361 –
Mutation . . . . . . . . . . . . . . . . . . . . . . . . – – 95
Benefits paid . . . . . . . . . . . . . . . . . . . . . – – (34)
Other movements . . . . . . . . . . . . . . . . . . . 1 361 61
At 31 December . . . . . . . . . . . . . . . . . . . 98 645 1,222
Charged/capitalized to:
Property, plant and equipment . . . . . . . . . . . – 84 144
Exploration and evaluation assets . . . . . . . . . 62 83 –
Mining properties . . . . . . . . . . . . . . . . . . . – 96 370
General and administrative expense . . . . . . . . 3 4 6
65 267 520
The Company
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Post-employment Benefit plan . . . . . . . . . . . . . . . . 6 – 1
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 422 ---
Reconciliation of defined benefit obligation and fair value of scheme
Net defined scheme liability
2023 2024 2025
USD’000 USD’000 USD’000
At 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . 3 6 –
Service cost – current . . . . . . . . . . . . . . . . . . . . . 3 – 1
Service cost – past . . . . . . . . . . . . . . . . . . . . . . . – (6) –
Mutation . . . . . . . . . . . . . . . . . . . . . . . . . . . . – – –
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . – – –
Included in profit or loss . . . . . . . . . . . . . . . . . . . 6 – 1
(Gain)/Loss from change in financial assumption
and adjustments . . . . . . . . . . . . . . . . . . . . . . . – – –
Included in other comprehensive income . . . . . . . . . – – –
Effects of movements in exchange rates . . . . . . . . . . – – –
Mutation . . . . . . . . . . . . . . . . . . . . . . . . . . . . – – –
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . – – –
Other movements . . . . . . . . . . . . . . . . . . . . . . . – – –
At 31 December . . . . . . . . . . . . . . . . . . . . . . . . 6 – 1
30. SHARE CAPITAL
Issued and fully paid:
Number of
shares Amount
USD’000
At 1 January 2023 and 31 December 2023
Series A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,183 6,996
Issue of new shares (a):
Series B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 561 6,119
Series C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,131 125,000
At 31 December 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111,875 138,115
Share split (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,562,097,500 –
Issue of new shares in connection with the IPO
(c): . . . . . . . . . . . . 1,618,023,300 14,776
At 31 December 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,180,232,675 152,891
(a) On 25 September 2024, the Company increased authorized capital to USD197,000 consisting of
738,944 shares with each nominal value of USD65 for series A, and USD10,907 for series B and
USD11,229 for series C, and to increase the Company’s issued and paid-up capital to
USD143,056,000 consisting of 111,875 shares. Other than the nominal value attributable to each class
of shares, the principal distinguishing features among the Series A, Series B and Series C shares were
the voting rights, dividend rights, redemption features and preferential rights in respect of dividends,
liquidation and/or share buybacks.
Series A shares were non-redeemable ordinary shares carrying voting and dividend rights and no
preferential rights. Series B shares were non-redeemable ordinary shares carrying dividend rights but
no voting rights, and similarly carried no preferential rights. Series C shares were redeemable ordinary
shares carrying voting rights and preferential rights in respect of dividends, liquidation and/or share
buybacks.
Any decision to redeem the Series C shares rests solely upon the approval of the General Meeting of
Shareholders of the Company, which remains within the Company’s control, subject to compliance
with the applicable laws and regulations.
In addition, the redemption feature does not provide for any margin, interest, premium, guaranteed
return, or other preferential economic benefit, and any redemption amount would be limited solely to
the nominal or subscription value of the relevant Series C shares. The Company’s Articles of
Association do not prescribe any fixed redemption period or mandatory redemption date.
APPENDIX I ACCOUNTANTS’ REPORT
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(b) Based on Deed of Statement of Shareholders’ Resolution on Amendment to the Articles of
Association No.58 dated 10 July 2025, drawn up before Jose Dima Satria, S.H., M.Kn., Notary in the
Administrative City of South Jakarta, which has obtained approval and/or acknowledgment from the
MOL, the Company changed the classification of its shares into a single class of ordinary shares and
amended the par value of its shares to Rp150 per share (equivalent to USD0.01). In connection with
these changes each shareholder of each class of share (comprising A, B and C shares) were given
certain number of ordinary shares in exchange for each shares held and the number of issued and fully
paid shares increased to 14,562,209,375 shares.
(c) On 23 September 2025, the Company issued new shares in connection with the IPO in Indonesia with
the number of new shares issued by 1,618,023,300 shares with offering price Rp2.880 (equivalent to
USD0.18) per share.
31. ADDITIONAL PAID-IN CAPITAL - NET
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Additional paid-in capital from IPO . . . . . . . . . . . . – – 268,915
Shares premium . . . . . . . . . . . . . . . . . . . . . . . . 168,681 168,681 168,681
Restructuring of an entity under common control . . . (417) (417) (417)
Share issuance costs . . . . . . . . . . . . . . . . . . . . . . – – (7,058)
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . – – (127,658)
168,264 168,264 302,463
On 10 July 2025, the Company has undertaken a number of material corporate actions, including:
1. The reclassification of the Company’s shares into a single class of common shares;
2. The change of the nominal value of the Company’s shares to Rp150 (equivalent to USD0.01) per
share; and
3. The buyback for 1,448,866,615 shares with a total value of USD141,400,000, so that these shares are
now the Company’s treasury stock.
32. RELATED PARTY TRANSACTIONS
(a) In conducting its business, the Group’s entered into certain business and financial transactions with
its related parties.
Name of related parties Relationship
1. PETS Joint venture/subsidiary after 27 June 2024
2. MCG Shareholder of the Company
3. PT Merdeka Mining Servis (“ MMS ”) Fellow subsidiary
4. PT Merdeka Teknik Servis (“ MTS ”) Fellow subsidiary
5. PT Merdeka Indonesia Mandiri
(“MIM ”)
Fellow subsidiary
6. BSI Fellow subsidiary
7. Key management personnel Board of Commissioners and Directors
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 424 ---
(b) In addition to the transactions detailed elsewhere in the Historical Financial Information, the Group
had the following transactions with related parties during the Track Record Period:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Mining equipment rental from related parties
MMS . . . . . . . . . . . . . . . . . . . . . . . . . – – 132
PETS . . . . . . . . . . . . . . . . . . . . . . . . . 35 1,750 –
BSI . . . . . . . . . . . . . . . . . . . . . . . . . . 1,359 – –
1,394 1,750 132
Design engineering and mining construction
service to a related party
MMS . . . . . . . . . . . . . . . . . . . . . . . . . 10,185 6,763 17,715
Service provision which includes sustainability
and environment, technical services, asset
management, geoscience, tailing and/or other
consulting to a related party
MTS . . . . . . . . . . . . . . . . . . . . . . . . . – – 270
Management consulting services to
a related party
MCG . . . . . . . . . . . . . . . . . . . . . . . . . 1,783 3,661 6,445
Office lease to a related party
MIM . . . . . . . . . . . . . . . . . . . . . . . . . 61 6 60
Interest expense on interest-bearing borrowing
to a related party
MCG . . . . . . . . . . . . . . . . . . . . . . . . 8,520 18,791 22,618
(c) Borrowing to/from related parties
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Borrowing to
Non-trade in Nature
PETS . . . . . . . . . . . . . . . . . . . . . . . . 45,482 – –
Borrowing from
Non-trade in Nature
MCG . . . . . . . . . . . . . . . . . . . . . . . . 133,700 173,750 –
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 425 ---
(d) Outstanding balances with related parties
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Trade and other receivable
Trade in Nature
MMS . . . . . . . . . . . . . . . . . . . . . . . . . – – 9
BSI . . . . . . . . . . . . . . . . . . . . . . . . . . 392 – –
PETS . . . . . . . . . . . . . . . . . . . . . . . . . 38 – –
430 – 9
Non-trade in Nature
MMS . . . . . . . . . . . . . . . . . . . . . . . . . – – 43
MCG . . . . . . . . . . . . . . . . . . . . . . . . . – – 25
BSI . . . . . . . . . . . . . . . . . . . . . . . . . . – – 21
– – 89
430 – 98
Trade payables, other payable and accruals
Trade in Nature
MCG . . . . . . . . . . . . . . . . . . . . . . . . . – – 489
Non-trade in Nature
MCG . . . . . . . . . . . . . . . . . . . . . . . . . 8,729 16,109 3,167
MMS . . . . . . . . . . . . . . . . . . . . . . . . . 1,752 1,540 8,997
MTS . . . . . . . . . . . . . . . . . . . . . . . . . – – 574
10,481 17,649 12,738
10,481 17,649 13,227
APPENDIX I ACCOUNTANTS’ REPORT
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--- page 426 ---
(e) Lease liabilities
31 December
2023 2024 2025
USD’000 USD’000 USD’000
Lease liabilities
MIM . . . . . . . . . . . . . . . . . . . . . . . . . . 69 58 43
Year ended 31 December 2023
Category of leased assets
Rental
Payments
Interest
expenses of
lease
liabilities
Increase in
right-of-use
assets
USD’000 USD’000 USD’000
MIM . . . . . . . . . . . Office buildings 34 1 102
Year ended 31 December 2024
Category of leased assets
Rental
Payments
Interest
expenses of
lease
liabilities
Increase in
right-of-use
assets
USD’000 USD’000 USD’000
MIM . . . . . . . . . . . Office buildings 16 5 –
Year ended 31 December 2025
Category of leased assets
Rental
Payments
Interest
expenses of
lease
liabilities
Increase in
right-of-use
assets
USD’000 USD’000 USD’000
MIM . . . . . . . . . . . Office buildings 24 9 53
(f) Renumeration of key management personnel of the Group:
Year ended 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Salaries and allowances (Note i) . . . . . . . . . 166 160 155
i. The Company provides remuneration of short-term employee benefits in the form of salaries
and allowances for the operational duties of the Board of Commissioners and Board of
Directors. There is no compensation in the form of employment benefits, other long-term
benefits and termination benefits for the year ended 31 December 2023, 2024 and 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 427 ---
33. FINANCIAL INSTRUMENTS AND FINANCIAL RISK MANAGEMENT
The Group is exposed to various risks in relation to financial instruments in its daily operations, mainly credit
risk, liquidity risk and market risk (including interest rate risk and exchange rate risk). The Group’s major
financial instruments include cash and bank, trade and other receivables, other non-current assets, trade
payables, other payables and accruals, borrowings and lease liabilities. Interest to manage this risk has
significantly increased by considering the changes and volatility in financial market both in Indonesia and
international. Risks in connection with such financial instruments, and the risk management strategies
adopted by the Group to mitigate such risks are summarised as follows.
a. Credit risk
Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations
resulting in financial losses to the Group. The Group’s credit risk exposures are primarily attributable
to cash and bank, trade and other receivables and other non-current assets.
Since counterparties of cash and bank balances are banks with good reputation and high credit
ratings, credit risk arising from these financial instruments is insignificant.
The Group’s other financial assets comprise trade and other receivables, as well as other non-current
assets. The credit risk associated with amounts due from related parties within trade receivables is
considered immaterial, given the positive repayment history. Restricted time deposits included in
other non-current assets are placed with reputable banks with high credit ratings, credit risk arising
from these financial instruments is insignificant.
For other receivables and security deposit in non-current assets, the credit risk arises from potential
defaults by counterparties, with the maximum exposure being equal to the carrying amounts of these
financial instruments. The Group continue to minimize the credit risk by monitoring on an ongoing
basis with the objective that the Group’s exposure to expect credit loss is not significant.
Group is confident in its ability to control and sustain minimal exposure of credit risk. The maximum
credit risk exposure as at 31 December 2023, 2024 and 2025 is USD64,360,000, USD69,606,000 and
USD48,258,000.
The Group applies the simplified approach in measuring ECL allowance for trade receivables, which
uses a lifetime ECL allowance. As the balances due from related parties are immaterial, no ECL
allowance has been recognised.
For the loan to a third party and a related party, the Group applies general approach which uses the
12-month ECL model. The credit risk of the loan has not increased significantly since initial
recognition. Taking into account the counterparty’s repayment history and as the balance is not past
due, the risk of default is considered low. Accordingly, the expected credit loss is considered
insignificant and no ECL allowance has been recognised.
b. Liquidity risk
Liquidity risk is the risk that Group will encounter difficulty in meeting financial obligations due to
shortage of funds.
The Group monitor their liquidity needs by closely monitoring debt servicing payment schedule for
financial liabilities, particularly the related party borrowings and their cash outflows due to
day-to-day operations. Management also continuously assesses conditions in the financial markets for
opportunities to obtain optimal funding sources.
The maturity profile of the Group’s financial liabilities as at the end of each of the Track Record
Period is as follows:
As at 31 December 2023
Carrying
amount
Within 1
year
1 to 2
years
2 to 5
year
Contractual
cash
flows
USD’000 USD’000 USD’000 USD’000 USD’000
Trade payables, other payable
and accruals . . . . . . . . . . . 25,586 25,586 – – 25,586
Borrowings . . . . . . . . . . . . . 133,700 8,639 – 133,700 142,339
Sale and leaseback arrangement. 14,002 4,423 4,342 7,735 16,500
Lease liabilities . . . . . . . . . . 69 23 22 42 87
173,357 38,671 4,364 141,477 184,512
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 428 ---
As at 31 December 2024
Carrying
amount
Within 1
year
1 to 2
years
2 to 5
year
Contractual
cash
flows
USD’000 USD’000 USD’000 USD’000 USD’000
Trade payables, other payable
and accruals . . . . . . . . . . . 49,289 49,289 – – 49,289
Borrowings . . . . . . . . . . . . . 177,946 13,430 – 178,750 192,180
Sale and leaseback arrangement. 22,341 8,295 8,025 9,048 25,368
Lease liabilities . . . . . . . . . . 58 22 23 19 64
249,634 71,036 8,048 187,817 266,901
As at 31 December 2025
Carrying
amount
Within 1
year
1 to 2
years
2 to 5
years
Contractual
cash
flows
USD’000 USD’000 USD’000 USD’000 USD’000
Trade payables, other payable
and accruals . . . . . . . . . . . 57,248 57,248 – – 57,248
Borrowings . . . . . . . . . . . . . 260,404 1,325 – 265,000 266,325
Sale and leaseback arrangement. 25,916 11,435 10,414 6,715 28,564
Lease liabilities . . . . . . . . . . 3,277 919 919 1,841 3,679
346,845 70,927 11,333 273,556 355,816
c. Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
due to changes in foreign currency exchange rates.
The Group has transactional exchange rate risk exposures mainly arising from purchases by
subsidiaries in currencies other than their functional currencies. The Group has subsidiaries using
USD and Rp as their functional currencies. These subsidiaries have transactions in currencies other
than their functional currencies. The Group manages its foreign exchange exposure and, where
necessary, mitigates the risk through appropriate hedging strategies in line with market conditions.
The following table demonstrates the sensitivity to a reasonably possible change in foreign currencies’
exchange rate against US Dollar with all other variables held constant, to the loss before tax for the
year ended. Five percent (5%) is the sensitivity rate used when reporting foreign currency risk
internally to key management personnel and represents management assessment of a reasonably
possible change in foreign exchange rates.
Increase/
(decrease) in
exchange rate
Increase/
(decrease) in
loss before tax
USD’000
2023
If USD weakens against Indonesian Rupiah . . . . . . . . . . . 5% (1,465)
If USD strengthens against Indonesian Rupiah . . . . . . . . . (5%) 1,465
If USD weakens against Australian Dollar . . . . . . . . . . . 5% 2
If USD strengthens against Australian Dollar . . . . . . . . . (5%) (2)
2024
If USD weakens against Indonesian Rupiah . . . . . . . . . . . 5% (2,447)
If USD strengthens against Indonesian Rupiah . . . . . . . . . (5%) 2,447
If USD weakens against Australian Dollar . . . . . . . . . . . . 5% 4
If USD strengthens against Australian Dollar . . . . . . . . . . (5%) (4)
2025
If USD weakens against Indonesian Rupiah . . . . . . . . . . . 5% (3,102)
If USD strengthens against Indonesian Rupiah . . . . . . . . . (5%) 3,102
If USD weakens against Australian Dollar . . . . . . . . . . . 5% 5
If USD strengthens against Australian Dollar . . . . . . . . . (5%) (5)
The impact of the above change in exchange rate of US Dollar to other currencies is mainly the result
of change in the value of foreign currencies denominated monetary assets and liabilities.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 429 ---
d. Interest rate risk
The Group’s interest rate risk mostly arises from borrowings. Borrowings issued at floating rates
expose the Group to cash flow interest rate risk.
The Group’s policy is to manage its cash flows interest rate risk by refinancing borrowings at a lower
interest rate.
The following table demonstrates the sensitivity to a reasonably possible change in interest rate, with
all other variables held constant, of the Group’s loss after tax (through the impact on floating rate
borrowings).
Increase/
(decrease) in
basis points
Increase/
(decrease) in
loss before tax
USD’000
2023
United States dollar . . . . . . . . . . . . . . . . . . . . . . . . . 10/(10) 101/(101)
2024
United States dollar . . . . . . . . . . . . . . . . . . . . . . . . . 10/(10) 156/(156)
2025
United States dollar . . . . . . . . . . . . . . . . . . . . . . . . . 10/(10) 254/(254)
e. Fair value estimation of financial instrument
The fair value of financial assets and liabilities must be estimated for recognition and measurement or
for disclosure purposes.
Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the
following fair value measurement hierarchy:
(a) Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
(b) Inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices) (level 2), and
(c) Inputs for the asset or liability that are not based on observable market data (unobservable
inputs) (level 3).
Specific valuation techniques used to value financial instrument include:
(a) The use of quoted market prices or dealer quotes for similar instrument, and
(b) Other techniques, such as discounted cash flow analysis, are used to determine fair value for
the remaining financial instrument.
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 430 ---
The following table sets forth the carrying values and estimated fair values of the Group’s financial
instruments:
31 December 2023 31 December 2024 31 December 2025
Carrying
amount Fair value
Carrying
amount Fair value
Carrying
amount Fair value
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
Financial assets
Cash and banks . . . 12,351 12,351 67,335 67,335 45,308 45,308
Trade and other
receivables . . . . . 50,610 50,610 – – 428 428
Other non-current
assets . . . . . . . . 1,399 1,399 2,271 2,271 2,522 2,522
64,360 64,360 69,606 69,606 48,258 48,258
Financial liabilities
Trade payables, other
payable and
accruals . . . . . . . 25,586 25,586 49,289 49,289 57,248 57,248
Borrowings . . . . . . 133,700 133,700 177,946 177,946 260,404 260,404
Sale and leaseback
arrangement . . . . 14,002 14,002 22,341 22,341 25,916 25,916
Lease liabilities . . . 69 69 58 58 3,277 3,277
173,357 173,357 249,634 249,634 346,845 346,845
Management has assessed the fair values of cash and banks, trade and other receivables, other
non-current assets, trade payables, other payable and accruals, borrowings, sale and leaseback
arrangement and lease liabilities approximate to their carrying amounts largely due to the short-term
maturities of these instruments and the floating interest rates on the liabilities.
The fair values of sale and leaseback arrangement and lease liabilities were determined by discounting
the expected future cash flows using market rates of return currently available for other financial
instruments with similar terms, credit risk and remaining maturities, incremental borrowing rate. The
Group’s own non-performance risk for short-term and long-term borrowings was assessed to be
insignificant.
34. FINANCIAL INSTRUMENTS BY CATEGORY
The categories of financial instruments as at the end of each of the Track Record Period are as follows:
As at 31 December
2023 2024 2025
USD’000 USD’000 USD’000
Financial assets at amortised cost
Cash and banks . . . . . . . . . . . . . . . . . . . . . . . . 12,351 67,335 45,308
Trade and other receivables . . . . . . . . . . . . . . . . . 50,610 – 428
Other non-current assets . . . . . . . . . . . . . . . . . . . 1,399 2,271 2,522
64,360 69,606 48,258
Financial liabilities at amortised cost
Trade payables, other payable and accruals . . . . . . . . 25,586 49,289 57,248
Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 133,700 177,946 260,404
Sale and leaseback arrangement . . . . . . . . . . . . . . . 14,002 22,341 25,916
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 69 58 3,277
173,357 249,634 346,845
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 431 ---
35. ACQUISITION OF SUBSIDIARIES
PETS
Based on the Deed of Statement of Circular Resolution in lieu of General Meeting of Shareholders of PETS
No. 71 dated 27 June 2024, made before Darmawan Tjoa, S.H., S.E., Notary in Jakarta, as notified to the
MOL based on Receipt of Notification of Changes in Company Data No. AHU-AH.01.09-0219162 dated 27
June 2024, the shareholders of PETS approved the sale and transfer of shares owned by KUD totaling 255
shares, with a nominal value of Rp255,000,000 (equivalent to USD15,603) to PEG and the Company.
Therefore, the shares ownership of (i) PEG in PETS becomes 99.8%; and (ii) the Company in PETS becomes
0.2%, of the issued and paid-up capital in PETS.
The Group effectively controls and consolidated PETS in the Group consolidated financial statements since
that date. PEG recognized a gain of USD4,950,000 on the remeasurement of its 49% initial interest in PETS
at fair value and an excess value in acquisition of subsidiary of USD845,000 , which was recognized and
presented under “Other income – net” in the consolidated statement of profit or loss and other comprehensive
income. The excess value in acquisition of subsidiary arose as the fair value of the identifiable net assets
acquired exceeded the consideration transferred.
The Group engaged KJPP Iskandar dan Rekan as an independent valuer to provide assessment and
measurement calculations of net assets for a business combination transaction.
Details of assets and liabilities acquired by PEG from the acquisition of PETS on the acquisition date are as
follows:
27 June 2024
USD’000
Fair value of consideration paid
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,551
The fair value of identifiable assets and liabilities of PETS as at the date of acquisition are as follows:
Fair Value
recognize on
acquisition
USD’000
Cash and banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,490
Advances and prepayments- current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Prepaid taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,775
Advances and prepayments – non-current portion . . . . . . . . . . . . . . . . . . . . . . . . 54
Right-of-use-assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,920
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,515
Mining properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,000
Deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Trade payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,564)
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,382)
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7)
Lease liabilities – current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (246)
Lease liabilities – non-current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (78,182)
Borrowing from related party . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (57,797)
Employment benefits liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (361)
Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,058)
Total identifiable net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,391
Purchase consideration transferred:
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,551)
Fair value changes on equity interest (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . (4,950)
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (45)
Excess value in acquisition of subsidiary (note 8) . . . . . . . . . . . . . . . . . . . . . . . . . 845
As of 31 December 2024 and 2025, PETS has not yet commenced commercial operations and therefore has
not contributed any revenue or profit to the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 432 ---
36. INVESTMENT IN JOINT VENTURES
31 December
2023
USD’000
Carry amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
The Group has a 49% interest in joint venture, PETS, a separate structured vehicle incorporated and
operating in Indonesia. The primary activity of PETS is the ore mining.
Based on Deed of Establishment No. 45 dated 10 February 2014 of made before Humberg Lie, S.H., S.E.,
M.Kn, Notary in North Jakarta, PEG and KUD Dharma Tani (“ KUD ”), a third party, established a joint
venture entity, PETS, with authorised capital amounting to Rp2,000,000,000 (equivalent to USD163,894)
consisting of 2,000 shares with nominal value of Rp1,000,000 (equivalent to USD82) per share. Total issued
and paid-up capital of PETS amounts to Rp500,000,000 (equivalent to USD40,631) consisting of 500 shares.
The establishment of PETS has been ratified by MOL based on its Decree No.
AHU-10.01534.PENDIRIAN-PT.2014 dated 11 February 2014.
Based on management’s assessment in accordance with IFRS 11 Joint Arrangements, PETS is classified as a
joint venture. PETS is structured through a separate legal entity, and the shareholders have joint control over
its relevant activities, with decisions requiring unanimous consent. The shareholders’ rights relate to the net
assets of PETS, and PETS is therefore accounted for using the equity method in accordance with IAS 28.
From 2023 to June 2024, PETS had still not commenced commercial operations and incurred losses during
that period. Prior to 1 January 2023, the Group’s share of loss of PETS exceeded its interest (investment) and
accordingly its carrying value was nil in the Group’s book. As a result, the Group did not recognise any share
of loss during the period.
On 27 June 2024, shares totalling 255, which owned by KUD, with a nominal value of Rp255,000,000
(equivalent to USD15,603) was sold and transferred to PEG and the Company. After the transfer of
ownership, PETS becomes a subsidiary of the Company and the shares ownership of (i) PEG in PETS become
99.8% and (ii) the Company in PETS becomes 0.2%. For details of acquisition of PETS, please refer to note
35 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 433 ---
The following summary of the financial information of the Group’s joint venture:
2023
USD’000
As at 31 December
Current assets
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 651
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 776
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,614
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,255
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116,688
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,553
Reconciliation to carrying amounts: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Opening net assets 1 January . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (531)
Loss for the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,019)
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)
Closing net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,553)
Group’s share in % . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.00%
Group’s share in US$’000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
Carrying amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –
General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (79)
Finance income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Interest on finance lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,017)
Other income – net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Loss before income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,035)
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Loss for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,019)
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)
Total comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,022)
37. GOODWILL
31 December
2023
31 December
2024
31 December
2025
USD’000 USD’000 USD’000
Beginning balance . . . . . . . . . . . . . . . . . . . . . . . 122 122 122
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . – – (122)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122 122 –
Goodwill of US$122,000 arose in 2017 when PBT acquired 100% equity interest in PEG. At the date of
acquisition, PEG had net liabilities and the difference between the cash consideration and its net liabilities
was recognized as goodwill. At the time it was acquired PEG did not have significant standalone operations
and primarily functioned as a holding company without any mining licenses or any other significant
intangible assets. The Group had the intention of acquiring further businesses and/ or injecting future
operations into PEG going forward. However, after the Company was listed on the IDX as set out in note 1b
in September 2025, the directors have reevaluated the need and purpose of PEG and determined there were no
foreseeable future plans to utilize this subsidiary. The directors accordingly considered the goodwill to be
fully impaired.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 434 ---
38. EQUITY OF THE COMPANY
Share capital
Additional
paid-in
capital – net
Employment
Benefits
Reserve Treasury Stock
Accumulated
Losses Total Equity
USD’000 USD’000 USD’000 USD’000 USD’000 USD’000
Balance as of 1 January 2023 . . . . 6,996 168,681 1,125 – (11,365) 165,437
Loss for the year . . . . . . . . . (2,626) (2,626)
Balance as of 31 December 2023 . . 6,996 168,681 1,125 – (13,991) 162,811
Issuance of shares . . . . . . . . . 131,119 – – – – 131,119
Loss for the year . . . . . . . . . (3,543) (3,543)
Balance as of 31 December 2024 . . 138,115 168,681 1,125 – (17,534) 290,387
Additional paid-in capital . . . . . – (127,658) – (13,742) – (141,400)
Share capital issuance from
Initial Public Offering . . . . . . 14,776 268,915 – – – 283,691
Share issuance cost . . . . . . . . – (7,058) – – – (7,058)
Loss for the year . . . . . . . . . – – – – (674) (674)
Balance as of 31 December 2025 . . 152,891 302,880 1,125 (13,742) (18,208) 424,946
39. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the Track Record Period, the Group had non-cash additions to exploration and evaluation
assets of USD600,000, USD3,287,000 and USD5,912,000, respectively.
During the Track Record Period, the Group had non-cash additions to mining properties of nil, nil
and USD3,476,000, respectively.
During the Track Record Period, the Group had non-cash additions to mining properties in respective
of provision of mining rehabilitation, nil, nil and USD4,413,000, respectively.
(b) Changes in liabilities arising from financing activities
Interest-bearing
bank borrowings
and other
borrowings
Sale and
leaseback
arrangement Lease liabilities Total
USD’000 USD’000 USD’000 USD’000
As at 1 January 2023 . . . . . . 33,500 – – 33,500
Changes from financing cash
flows . . . . . . . . . . . . . 100,200 8,445 (529) 108,116
New lease . . . . . . . . . . . . – – 567 567
Interest expense . . . . . . . . . – 443 31 474
Others . . . . . . . . . . . . . . – 5,114 – 5,114
As at 31 December 2023 . . . . 133,700 14,002 69 147,771
Interest-bearing
bank borrowings
and other
borrowings
Sale and
leaseback
arrangement Lease liabilities Total
USD’000 USD’000 USD’000 USD’000
As at 1 January 2024 . . . . . . . 133,700 14,002 69 147,771
Changes from financing cash
flows . . . . . . . . . . . . . . 44,246 6,740 (16) 50,970
New lease . . . . . . . . . . . . . – – – –
Interest expense . . . . . . . . . – 1,536 5 1,541
Others . . . . . . . . . . . . . . . – 63 – 63
As at 31 December 2024 . . . . . 177,946 22,341 58 200,345
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 435 ---
Interest-bearing
bank borrowings
and other
borrowings
Sale and
leaseback
arrangement Lease liabilities Total
USD’000 USD’000 USD’000 USD’000
As at 1 January 2025 . . . . . . . 177,946 22,341 58 200,345
Changes from financing cash
flows . . . . . . . . . . . . . . 81,427 1,618 (24) 83,021
New lease . . . . . . . . . . . . . – – 3,234 3,234
Interest expense . . . . . . . . . – 1,957 9 1,966
Borrowing cost . . . . . . . . . . 1,031 – – 1,031
As at 31 December 2025 . . . . . 260,404 25,916 3,277 289,597
40. CAPITAL MANAGEMENT
The Group’s objective when managing capital is to ensure that the Group maintains healthy capital ratios in
order to support its business and maximize shareholder value.
The Group regularly reviews and manages its capital structure to optimize the use of the Group’s resources,
takes into consideration the future capital requirements of the Group and projected strategic investment
opportunities.
The Group has enter into the credit facility agreement with banks and a related party and details of which are
described in note 28 of this Historical Financial Information.
41. EVENTS AFTER THE TRACK RECORD PERIOD
a. On 10 December 2025, the Extraordinary General Meeting of Shareholders of the Company
approved a reduction in issued and fully paid-up capital by withdrawing the shares buyback of the
Company amounting to 1,448,866,615 shares or approximately 8.955% of the Company’s total issued
and fully paid-up capital. This decision was stated in the Deed of Statement of Resolution of the
Meeting on Amendments to the Company’s Articles of Association No. 23 dated 8 January 2026,
made before Notary Jose Dima Satria, S.H., M.Kn., in the Administrative City of South Jakarta, and
has obtained approval by the MOL under Decree No. AHU-0008542.AH.01.02.TAHUN 2026 dated
11 February 2026, which was received by the Company on 13 February 2026. Thus, the Company’s
issued and fully paid-up capital decreased from 16,180,232,675 shares to 14,731,366,060 shares. On 23
February 2026, the Indonesia Stock Exchange announced the capital reduction, which took effect on
24 February 2026.
b. On 21 January 2026, GSM and PBT have made principal withdrawals under the Syndication
Revolving Credit Facility in the amount of USD15,000,000 and USD25,000,000, respectively.
c. On 11 March 2026, GSM and PETS have made principal withdrawals under the Syndicated Revolving
Credit Facility in the amount of USD12,000,000 and USD13,000,000, respectively.
d. On 10 April 2026, the Company has entered into a Facility Agreement for a Single Currency
Revolving Credit Facility with a principal amount of US$150,000,000 with (i) Kasikornbank Public
Company Limited, PT Bank Central Asia Tbk, PT Bank CIMB Niaga Tbk, PT Bank Danamon
Indonesia Tbk, PT Bank Maspion Indonesia Tbk as mandated lead arrangers, (ii) financial
institutions listed in the facility agreement as original lenders, and (iii) PT Bank Central Asia Tbk as
agent of the financing parties (other than itself) (“ US$150,000,000 Syndicated Revolving Credit
Facility ”). The maturity date of this US$150,000,000 Syndicated Revolving Credit Facility Facility
Agreement is 10 April 2027, subject to the extension option. As of the issuance date of these financial
statements, the Company has fully drawn principal in the amount of US$150,000,000 under this
facility.
e. On 22 April 2026, the Company held its annual general meeting of shareholders (“ AGMS 22 April
2026 ”), which approved, among others as follows:
1. The Company’s Annual Report for the financial year ended 31 December 2025.
2. The appropriation of no statutory reserve and the non-distribution of dividends for the
financial year ended 31 December 2025, considering that the Company still had a deficit
retained earnings balance.
3. Amendments to the Company’s Articles of Association, including amendments to several
provisions of the Articles of Association and the restatement of all provisions of the
Company’s Articles of Association.
f. On 22 May 2026, PBT partially repaid the principal loan under the USD350,000,000 Syndicated
Revolving Credit Facility in the amount of USD80,000,000.
42. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of its subsidiaries in
respect of any period subsequent to 31 December 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 436 ---
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible
assets of the Group attributable to owners of the Company prepared in accordance with
paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited is set forth here to illustrate the effect of the Global Offering on
the unaudited consolidated net tangible assets of the Group attributable to owners of
the Company as of 31 December 2025 as if the Global Offering had taken place on 31
December 2025.
This unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group attributable to owners of the Company has been prepared for illustrative
purposes only and, because of its hypothetical nature, it may not give a true picture of
the consolidated net tangible assets of the Group attributable to owners of the
Company as of 31 December 2025 or at any future dates following the Global Offering.
It is prepared based on the audited consolidated net tangible assets of the Group
attributable to owners of the Company as of 31 December 2025 as set out in the
Accountants’ Report on historical financial information of the Group, the text of which
is set out in Appendix I to this prospectus, and adjusted as described below.
Audited
consolidated
net tangible
assets of the
Group
attributable
to owners of
the Company
as at
31 December
2025
Estimated
listing
expenses
Unaudited
pro forma
adjusted
consolidated
net tangible
assets of the
Group
attributable
to owners of
the Company
as of
31 December
2025
Unaudited pro forma
adjusted consolidated net
tangible assets of the Group
attributable to owners of
the Company as of
31 December 2025
per share
USD’000 USD’000 USD’000 USD HK$
(Note 1) (Note 2) (Note 3) (Notes 3 & 5)
Based on the Offer Price
of HK$26.60 per
HDR . . . . . . . . . . . . 75,313 5,371 69,942 0.005 0.037
Notes:
1. The audited consolidated net tangible assets of the Group attributable to owners of the Company as
of 31 December 2025 is extracted from the Accountants’ Report set out in Appendix I to this
prospectus, which is based on the audited consolidated net assets of the Group attributable to owners
of the Company as of 31 December 2025 of approximately USD380,897,000 after deducting the
Group’s mining properties attributable to owners of the Company of approximately USD305,584,000
as of 31 December 2025.
2. Based on the maximum Offer Price of HK$26.60 per HDR and assuming the over-allotment option is
not exercised, the estimated listing expenses in connection with the Global Offering are expected to be
approximately USD14,862,000 of which approximately USD9,491,000 are attributable to the sale of
HDRs and will be borne by the Selling Shareholders.
The Company expects to incur listing expenses in an aggregate amount of approximately
USD5,371,000, which have not been reflected in consolidated net tangible assets of the Group
attributable to owners of the Company as of 31 December 2025. These listing expenses mainly include
professional fees to the legal advisors, Reporting Accountants, Competent Person and printing costs
etc.
3. The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to
owners of the Company per share is arrived at after the adjustments referred to in the preceding
paragraphs and on the basis that 14,731,366,060 shares (representing 16,180,232,675 shares in issue,
excluding 1,448,866,615 treasury shares as at 31 December 2025) were in issue, assuming that the
Global Offering had been completed on December 31 2025. It does not take into account any share
which may be issued or repurchased by the Company.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 437 ---
4. Subsequent to 31 December 2025, the Company completed the cancellation of 1,448,866,615 treasury
shares. Following such cancellation, the Company’s issued and fully paid-up capital decreased from
16,180,232,675 shares to 14,731,366,060 shares. The unaudited pro forma adjusted consolidated net
tangible assets attributable to owners of the Company per share remains unchanged, being
14,731,366,060 shares in issue immediately following the completion of the treasury shares
cancellation.
5. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets of
the Group attributable to owners of the Company per share, the amounts stated in United States
Dollar (“ USD ”) are converted into Hong Kong dollars at a rate of USD1.00 to HK$7.84. No
representation is made that USD has been or may be converted to Hong Kong dollars, or vice versa, at
that rate.
6. No adjustment has been made to reflect any trading result or other transaction of the Group entered
into subsequent to 31 December 2025.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 438 ---
B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following is the text of a report, prepared for the sole purpose of inclusion in this document
received from the independent reporting accountants of the Company, BDO Limited, Certified
Public Accountants, Hong Kong.
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF UNAUDITED PRO FORMA FINANCIAL INFORMATION
To the directors of PT Merdeka Gold Resources Tbk
We have completed our assurance engagement to report on the compilation of unaudited pro
forma financial information of PT Merdeka Gold Resources Tbk (the “ Company ”) and its
subsidiaries (collectively the “ Group ”) by the directors of the Company (the “ Directors ”) for
illustrative purposes only. The unaudited pro forma financial information consists of the
unaudited pro forma statement of consolidated net tangible assets of the Group as at 31
December 2025 and related notes as set out on pages II-1 to II-2 of Appendix II of the
Company’s prospectus dated 17 June 2026 in connection with the proposed global offering of
HDRs of the Company (the “ Proposed Global Offering ”). The applicable criteria on the basis
of which the Directors have compiled the unaudited pro forma financial information are
described on II-1 to II-2 of Appendix II of the prospectus.
The unaudited pro forma financial information has been compiled by the Directors to
illustrate the impact of the Proposed Global Offering on the Group’s consolidated financial
position as at 31 December 2025 as if the Proposed Global Offering had taken place at 31
December 2025. As part of this process, information about the Group’s consolidated financial
position has been extracted by the Directors from the Group’s financial information for the
year ended 31 December 2025, on which an accountants’ report set out in Appendix I of the
prospectus has been published.
Directors’ Responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the unaudited pro forma financial information in
accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and with reference to
Accounting Guideline 7 “Preparation of Pro Forma Financial Information for Inclusion in
Investment Circulars” (“ AG 7 ”) issued by the Hong Kong Institute of Certified Public
Accountants (“ HKICPA ”).
Our Independence and Quality Management
We have complied with the independence and other ethical requirements of the “Code of
Ethics for Professional Accountants” issued by the HKICPA, which is founded on
fundamental principles of integrity, objectivity, professional competence and due care,
confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 “Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or
Related Services Engagements” issued by the HKICPA, which requires the firm to design,
implement and operate a system of quality management including policies or procedures
regarding compliance with ethical requirements, professional standards and applicable legal
and regulatory requirements.
Reporting Accountants’ Responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing
Rules, on the unaudited pro forma financial information and to report our opinion to you. We
do not accept any responsibility for any reports previously given by us on any financial
information used in the compilation of the unaudited pro forma financial information beyond
that owed to those to whom those reports were addressed by us at the dates of their issue.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 439 ---
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 “Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus” issued by the HKICPA. This standard
requires that the reporting accountants plan and perform procedures to obtain reasonable
assurance about whether the Directors have compiled the unaudited pro forma financial
information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG
7 issued by the HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any reports
or opinions on any historical financial information used in compiling the unaudited pro forma
financial information, nor have we, in the course of this engagement, performed an audit or
review of the financial information used in compiling the unaudited pro forma financial
information.
The purpose of unaudited pro forma financial information included in a prospectus is solely
to illustrate the impact of a significant event or transaction on unadjusted financial
information of the entity as if the event had occurred or the transaction had been undertaken
at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the Proposed Global Offering at 31 December 2025
would have been as presented.
A reasonable assurance engagement to report on whether the unaudited pro forma financial
information has been properly compiled on the basis of the applicable criteria involves
performing procedures to assess whether the applicable criteria used by the directors in the
compilation of the unaudited pro forma financial information provide a reasonable basis for
presenting the significant effects directly attributable to the event or transaction, and to
obtain sufficient appropriate evidence about whether:
• the related unaudited pro forma adjustments give appropriate effect to those criteria;
and
• the unaudited pro forma financial information reflects the proper application of those
adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to the
reporting accountants’ understanding of the nature of the entity, the event or transaction in
respect of which the unaudited pro forma financial information has been compiled, and other
relevant engagement circumstances.
The engagement also involves evaluating the overall presentation of the unaudited pro forma
financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
In our opinion:
(a) the unaudited pro forma financial information has been properly compiled by the
Directors on the basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purposes of the unaudited pro forma financial
information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.
BDO Limited
Certified Public Accountants
Hong Kong
17 June 2026
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 440 ---
PANI GOLD MINE
COMPETENT PERSON’S REPORT
For
PT MERDEKA GOLD RESOURCES TBK
Job No. 66122M PT Mining One Indonesia
G
edung Cibis Nine, Lantai 11 Suite 28
Jl. Simatupang No. 2, Kel. Cilandak
Timur, Kec. Pasar Minggu
Jakarta Selatan 12560
Indonesia
Doc No. J1651
Date: March 2026
Prepared
by:
J. Tachie-Menson, C. Farrington, I.
Ludjio, T. Jolly, D. Lucas, P . Gribbin
APPENDIX III COMPETENT PERSON’S REPORT
– III-1 –


--- page 441 ---
DISCLAIMER
PT Mining One Indonesia (“Mining One”) has prepared this document exclusively for PT
Merdeka Gold Resources Tbk (“MGR”), the client. This report has been prepared for
inclusion in the prospectus for the proposed listing of MGR on the Hong Kong Stock
Exchange (“HKEX”). It is provided pursuant to a Consultancy Agreement between Mining
One and MGR, under which Mining One undertook to perform a specific and limited scope of
work.
Any use of this document, or reliance upon it, by any third party is entirely at the risk of such
third parties. Under no circumstances shall Mining One accept any liability, whether direct,
indirect, or consequential, arising from commercial decisions or actions taken by third parties
based on this report.
This report must be read in its entirety. The overview is not a substitute for the full report. Any
subsequent report must be read in conjunction with this report. This report supersedes all
previous draft or interim reports, whether written or presented orally, prior to the date of this
report.
The opinions expressed in this document are based on information available to Mining One at
the time of preparation. Mining One has exercised due care in reviewing information supplied
by others for use in this project. While Mining One has compared key supplied data with
expected values, the accuracy of the results and conclusions is wholly dependent on the
accuracy and completeness of the supplied data. Mining One does not accept responsibility
for any errors or omissions in the supplied information, except to the extent Mining One was
specifically engaged to verify such data.
This report does not constitute, and should not be construed as, investment, legal, accounting,
or other professional advice. It is not intended to be relied upon by investors or potential
investors in making investment decisions.
Certain statements in this report may constitute forward-looking information, including
estimates of Mineral Resources and Ore Reserves. Such statements are subject to risks,
uncertainties, and assumptions beyond the control of Mining One. Actual results may differ
materially. Mining One disclaims any obligation to update forward-looking statements except
as required under applicable law.
This report, in its entirety, remains the property of Mining One until all contractual
obligations (including, but not limited to, payment) have been fully satisfied by MGR.
This report has been prepared in both English and Chinese versions. In the event of any
discrepancy or difference in interpretation between the two versions, the English version shall
prevail.
APPENDIX III COMPETENT PERSON’S REPORT
– III-2 –


--- page 442 ---
TABLE OF CONTENTS
DISCLAIMER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
TABLE OF DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
EXECUTIVE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
1 INTRODUCTION AND SCOPE OF REPORT . . . . . . . . . . . . . . . . . . . . . . . . . 33
2 PROGRAM OBJECTIVES AND WORK PROGRAM . . . . . . . . . . . . . . . . . . . 34
2.1 Purpose of the Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.2 Reporting Standard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.3 Limitations Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.4 Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.5 Work Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.6 Mining One Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
2.7 Project Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
2.8 Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.9 Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.10 Compliance Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
2.11 Independence Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.12 Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
2.13 Forward Looking Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3 OPERATING LICENCES AND PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.1 Mining Licences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.2 Other Operational Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
4 REGIONAL DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.1 Location and Accessibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
4.2 Climate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.3 Local Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
4.4 Physiography . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
5 GEOLOGICAL SETTING AND MINERALISATION . . . . . . . . . . . . . . . . . . . 45
5.1 Regional Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.2 Property Geology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
5.3 Mineralised Zones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
5.4 Deposit Types . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6 EXPLORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.1 Exploration History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.2 Trenching and Tunnelling Exploration . . . . . . . . . . . . . . . . . . . . . . . . 50
6.2.1 Trenching . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.2.2 Underground Channelling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.3 Exploration Drilling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.4 Sampling, Sample Preparation and Analysis . . . . . . . . . . . . . . . . . . . . 52
6.4.1 Drill Core Samples . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.4.2 Underground Channel Samples . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.4.3 Bulk Density Samples . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.4.4 Sampling and Sample Preparation . . . . . . . . . . . . . . . . . . . . . . . . . . 52
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6.5 Quality Assurance and Quality Control (QAQC) Programs . . . . . . . . . 53
6.5.1 Duplicates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
6.5.2 Certified Reference Material - CRMs . . . . . . . . . . . . . . . . . . . . . . . . 56
6.5.3 Blanks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
6.5.4 Umpire Check . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
6.6 Mining One Data Verification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
7 MINERAL RESOURCE ESTIMATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
7.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
7.2 Resource Estimation Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
7.3 Resource Database . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
7.4 Solid Body Modelling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
7.5 Bulk Density . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
7.6 Compositing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
7.7 Evaluation of Outliers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
7.8 Block Model and Grade Estimation . . . . . . . . . . . . . . . . . . . . . . . . . . 75
7.9 Model Validation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
7.10 Mineral Resource Classification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
7.11 Mineral Resource Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
7.12 Grade Sensitivity Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
7.13 Exploration Potential and Recommendations . . . . . . . . . . . . . . . . . . . 97
8 ORE RESERVE ESTIMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.1 Ore Reserve Estimation Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
8.2 Technical Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8.3 Cut-off Grade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
8.4 Modifying Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
8.4.1 Mining Dilution and Ore Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
8.4.2 Open Pit Optimisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
8.4.3 Open Pit Design . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
8.5 Ore Reserve Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
8.6 Comparison with Previous Ore Reserve Statement (9 September 2025) . 104
9 MINING ASSESSMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
9.1 Mine Operating Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105
9.2 Surface Water Hydrology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.2.1 Surface Water System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.2.2 Surface Water Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.2.3 Rainfall . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.2.4 Surface Water Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
9.2.5 Water Balance Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
9.3 Hydrogeology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
9.3.1 Cumulative Studies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
9.3.2 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
9.3.3 Groundwater Conceptualisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
9.3.4 Hydraulic Parameters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109
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9.3.5 Numerical Modelling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
9.3.6 Operational Dewatering Requirement . . . . . . . . . . . . . . . . . . . . . . . . 110
9.3.7 Hydrogeochemistry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
9.4 Geotechnical Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
9.4.1 Geological and Structural Setting . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
9.4.2 Pit Stability Controls and Recommendations . . . . . . . . . . . . . . . . . . 112
9.4.3 Geotechnical Considerations for Mine Closure . . . . . . . . . . . . . . . . . 113
9.4.4 Waste Rock Facility Investigations and Stability Assessment . . . . . . 113
9.5 Mine Design and Planning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
9.5.1 Open Pit Optimisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
9.5.2 Mine Design . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
9.5.3 Mining Methods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
9.5.4 Mining Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
9.6 Mine Production Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
10 PROCESSING AND METALLURGICAL ASSESSMENT . . . . . . . . . . . . . . . . 131
10.1 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
10.2 Metallurgical Testwork – Heap Leach . . . . . . . . . . . . . . . . . . . . . . . . . 131
10.2.1 Sample Origin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
10.2.2 Leaching and Column Leach Testwork . . . . . . . . . . . . . . . . . . . . . . . 133
10.3 Metallurgical Testwork – Carbon in Leach . . . . . . . . . . . . . . . . . . . . . 134
10.3.1 Sample Origin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
10.3.2 Head Assay . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
10.3.3 Size by Size Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
10.3.4 Mineralogical Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
10.3.5 Comminution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
10.3.6 GRG and Leaching . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
10.3.7 Detox Testwork . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138
10.3.8 Confirmatory Testwork 2025/2026 . . . . . . . . . . . . . . . . . . . . . . . . . . 139
10.4 Process Plant – Heap Leach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
10.4.1 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
10.4.2 Process Flowsheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
10.4.3 Process Facilities and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 141
10.5 Process Plant – Carbon in Leach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
10.5.1 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
10.5.2 Process Flowsheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
10.5.3 Process Facilities and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
10.6 Heap Leach Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
10.7 Tailings Storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
10.7.1 TSF Hulawa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148
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10.7.2 Filtered Tailings Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
10.7.3 Hydrogeology of TSF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
11 WORKFORCE ASSESSMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154
11.1 Workforce Numbers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155
11.2 Departments and hierarchy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
11.3 Working Schedules – Timing of Workforce . . . . . . . . . . . . . . . . . . . . . 157
11.4 Assessment of Workforce . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158
12 PROJECT INFRASTRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
12.1 Project Infrastructure Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
12.2 Power Supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
12.3 Water Supply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159
12.4 External and Internal Transportations . . . . . . . . . . . . . . . . . . . . . . . . 160
12.5 Office and Living Facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160
13 ENVIRONMENTAL STUDIES, PERMITTING, SOCIAL, AND
OCCUPATIONAL HEALTH AND SAFETY . . . . . . . . . . . . . . . . . . . . . . . . . 161
13.1 Permits Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
13.2 Environmental, Social, and Occupational Health and Safety Review
Objective . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161
13.3 Environmental and Social Review Process, Scope and Standards . . . . . 161
13.4 Status of Environmental Approvals and Permits . . . . . . . . . . . . . . . . . 162
13.4.1 Environmental Impact Assessment (AMDAL) . . . . . . . . . . . . . . . . . 162
13.4.2 Government of Indonesia Feasibility Study (GoIFS) . . . . . . . . . . . . 163
13.4.3 Forestry Permit (PPKH) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163
13.4.4 Spatial Plan Conformity (PKKPR) . . . . . . . . . . . . . . . . . . . . . . . . . . 164
13.4.5 Tailings Dam Facility Permit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
13.4.6 Technical Approval (PERTEK) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165
13.4.7 Other Legislative and Regulatory Requirements . . . . . . . . . . . . . . . . 166
13.5 Environmental and Social Impact Assessment . . . . . . . . . . . . . . . . . . . 166
13.6 Environmental and Social Management . . . . . . . . . . . . . . . . . . . . . . . 168
13.6.1 Environmental Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
13.6.2 Mine Water Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 169
13.6.3 Air Quality Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
13.6.4 Noise Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
13.6.5 Biodiversity Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170
13.6.6 Waste Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171
13.6.7 Social Management Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
13.7 Environmental Aspects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
13.7.1 Climate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172
13.7.2 Landscape . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173
13.7.3 Soils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173
13.7.4 River Hydrology and Surface Water Resources . . . . . . . . . . . . . . . . . 173
13.7.5 Groundwater Resource Potential . . . . . . . . . . . . . . . . . . . . . . . . . . . 173
13.7.6 River Sediment Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174
13.7.7 Groundwater Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174
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13.7.8 Spring Water Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174
13.7.9 Surface Water Quality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174
13.7.10 Formation Geochemistry and Acid Generating Capacity . . . . . . . . . 174
13.7.11 Tailings Characterisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175
13.7.12 Land Designation and Use . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175
13.7.13 Mine Closure and Reclamation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175
13.7.14 Terrestrial Ecology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175
13.7.15 Aquatic Ecology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
13.7.16 Air Quality and Noise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 176
13.8 Social Aspects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
13.8.1 Administrative Setting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
13.8.2 Demographics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
13.8.3 Socio-economics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177
13.8.4 Employment, Income and Business Opportunity . . . . . . . . . . . . . . . 177
13.8.5 Community Perception . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
13.8.6 Community Unrest and Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
13.8.7 Community Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 178
13.8.8 Community Employment and Income . . . . . . . . . . . . . . . . . . . . . . . . 178
13.8.9 Community Economic Management . . . . . . . . . . . . . . . . . . . . . . . . . 178
13.8.10 Community Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
13.8.11 Community Health . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
13.8.12 Prostitution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
13.8.13 Community Health Management . . . . . . . . . . . . . . . . . . . . . . . . . . . 179
13.9 Other Aspects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
13.9.1 Visual Amenity Impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
13.9.2 Landscape and Soils . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
13.9.3 Impacts to Stability and Vibration . . . . . . . . . . . . . . . . . . . . . . . . . . 180
13.9.4 Traffic Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 180
13.9.5 Infrastructure Development Management Plan . . . . . . . . . . . . . . . . . 180
13.10 Mine Closure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181
13.10.1 Site Reclamation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
13.10.2 Topsoil Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 182
13.10.3 Infrastructure Decommissioning . . . . . . . . . . . . . . . . . . . . . . . . . . . 183
13.10.4 Post-Mine Plan and Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183
13.11 Gap Analysis, Required Studies and Approvals . . . . . . . . . . . . . . . . . . 184
13.11.1 Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
13.11.2 Environmental and Social Studies . . . . . . . . . . . . . . . . . . . . . . . . . . 184
13.12 Occupational Health and Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185
13.12.1 OH&S Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 185
13.12.2 Hazard Identification and Risk Assessment . . . . . . . . . . . . . . . . . . . 186
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13.12.3 Specific OH&S Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186
13.13 Evaluation of Environmental and Social Risks . . . . . . . . . . . . . . . . . . 186
13.13.1 Environmental and Social Risks Related to Land Acquisition and
Mine Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 188
13.13.2 Post-operational Employment and Business Opportunities . . . . . . . . 188
13.13.3 Impact on Community Health and Safety . . . . . . . . . . . . . . . . . . . . . 188
13.14 Environmental Compliance Obligations and Liabilities . . . . . . . . . . . . 188
14 CAPITAL EXPENDITURE AND OPERATING EXPENSES . . . . . . . . . . . . . . 189
14.1 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189
14.1.1 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189
14.2 Operating Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190
14.2.1 Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190
14.2.2 Mining Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 193
14.2.3 Heap Leach Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194
14.2.4 CIL Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195
14.2.5 Tailings Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196
14.2.6 Site General and Administration Operating Costs . . . . . . . . . . . . . . 196
15 ECONOMIC ANALYSIS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
15.1 Metal Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
15.2 Sales Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
15.3 Tax and Royalties Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
15.3.1 Company Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
15.3.2 Value Added Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199
15.3.3 Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
15.4 Technical and Economic Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
15.4.1 Economic Analysis Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
15.4.2 Principal Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201
15.4.3 Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
15.4.4 Summary of the Cash flow Projection . . . . . . . . . . . . . . . . . . . . . . . 202
15.4.5 Sensitivity Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
16 RISK ASSESSMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
16.1 Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
16.2 Risk Assessment Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
17 CONCLUSIONS AND RECOMMENDATIONS . . . . . . . . . . . . . . . . . . . . . . . 209
17.1 Resource Estimation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209
17.2 Mining and Ore Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 209
17.3 Processing and Metallurgy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210
17.4 Environmental and Social Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 210
17.5 Mine Economy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
17.6 Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
18 CLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 211
19 REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212
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TABLE INDEX
Table 0-1 Pani Gold Project Mineral Resources Estimate as at 31 Dec 25 vs. 30 Sept
25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Table 0-2 Ore Reserves Statement for Pani Gold Mine as of 31 December 2025 . . . . . . 28
Table 0-3 Undiscounted Life of Mine Capital Cost Estimates Summary . . . . . . . . . . . 30
Table 0-4 Undiscounted Life of Mine Operating Cost Estimates and Unit Rates
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Table 0-5 Gold and Silver Price Forecast (Real Price, 2026 Basis) . . . . . . . . . . . . . . . . 31
Table 0-6 Key Economic Outputs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Table 0-7 Identified Medium Risks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Table 2-1 Mining One Recent Related Experience Examples . . . . . . . . . . . . . . . . . . . . 35
Table 2-2 Mining One Key Personnel List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Table 3-1 Pani Gold Project Mining Licenses Summary . . . . . . . . . . . . . . . . . . . . . . . 39
Table 6-1 Pani Project Work History 1970-2024 for the combined GSM CoW and
PETS IUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Table 6-2 Pani Survey System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Table 6-3 Sample Analyses Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Table 6-4 Coarse Duplicate Performance for Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Table 6-5 Coarse Duplicate Performance for Silver . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Table 6-6 Pulp Duplicate Performance for Gold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Table 6-7 Pulp Duplicate Performance for Silver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Table 6-8 RSC’s CRM Performance Z-Score Parameter . . . . . . . . . . . . . . . . . . . . . . . . 57
Table 6-9 Gold CRM Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Table 6-10 Silver CRM Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Table 6-11 Gold Blank Sample Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Table 7-1 Previously Published Pani Gold Mineral Resource Estimates . . . . . . . . . . . . 65
Table 7-2 Pani Gold Drillhole Summary from 1982 to 2024 . . . . . . . . . . . . . . . . . . . . . 66
Table 7-3 Pani Gold MRE Drillhole Summary (Valid for Estimation only) . . . . . . . . . 66
Table 7-4 Sampled Core Statistics Pani Gold for MRE Q2 2024 . . . . . . . . . . . . . . . . . 66
Table 7-5 Pani Gold Resource Domains Criteria . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Table 7-6 Pani Minor Elements (Ag, S, Ca and Fe) Domain Criteria . . . . . . . . . . . . . . 68
Table 7-7 Oxidation Types . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Table 7-8 Rock Types . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Table 7-9 Alteration Types . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Table 7-10 Alteration Metallurgy Types . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
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Table 7-11 Ore Blocks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Table 7-12 Pani Gold Estimation Domains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Table 7-13 Pani Silver Estimation Domains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Table 7-14 Raw 2m Composited Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Table 7-15 Raw Grade Capping Statistics by Element and Domain (Au, Ag, Cu) . . . . . 74
Table 7-16 Distance Capping on All Assay Elements . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Table 7-17 Summary of Cell Size, Estimation Method on Panel and Localisation by
Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Table 7-18 Block Model Prototype Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Table 7-19 Block Model Attributes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Table 7-20 Bulk Density Domains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Table 7-21 Raw Equotip Value Compared with the Alteration Model . . . . . . . . . . . . . 82
Table 7-22 Alteration Coding and Descriptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Table 7-23 Composites Versus Blocks Au ppm Estimation Domain 5001_2 (5201) . . . . 84
Table 7-24 Composites Versus Blocks Au ppm Estimation Domain 5002_1 (5102) . . . . 85
Table 7-25 Composites Versus Blocks Au ppm Estimation Domain 5002_2 (5202) . . . . 85
Table 7-26 Composites Versus Blocks Au ppm Estimation Domain 5002_3 (5302) . . . . 86
Table 7-27 Composites Versus Blocks Au ppm Estimation Domain 5003_3 (5303) . . . . 86
Table 7-28 Composites Versus Blocks Au ppm Estimation Domain 5004_3 (5304) . . . . 87
Table 7-29 Composites Versus Blocks Au ppm Estimation Domain 5005_3 (5305) . . . . 87
Table 7-30 Composites Versus Blocks LUC Estimate Au ppm Domain 5002_2 (5202) . 90
Table 7-31 Composites Versus Blocks LUC Estimate Au ppm Domain 5003_3 (5303) . 91
Table 7-32 Comparison of Current to Previous Pani MREs (>0.2 g/t Au cut-off above
RPEEE $2,300/oz gold) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Table 7-33 Pani Global Resource Model Quantities . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
Table 8-1 Estimated Cut-off Grades for Process Path, Material Location and
Weathering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100
Table 8-2 Block Model vs. Production Physicals Reconciliation, October - December
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Table 8-3 Ore Reserves Statement for Pani Gold Mine as of 31 December 2025 . . . . . . 103
Table 8-4 Previous Ore Reserves Statement for Pani Gold Mine as of 9 September
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
Table 9-1 Monthly Mine Production Performance for Pani . . . . . . . . . . . . . . . . . . . . . 105
Table 9-2 FS 2024 Slope Design Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . 113
Table 9-3 Resource Block Model Parameters for Pani Gold Mine . . . . . . . . . . . . . . . . 114
Table 9-4 Heap Leach Processing Recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117
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Table 9-5 Open Pit Optimisation Parameters for Pani Gold Mine . . . . . . . . . . . . . . . . 117
Table 9-6 Whittle Pit Optimisation Results for HL Pit within PETS IUP . . . . . . . . . . . 120
Table 9-7 Whittle Pit Optimisation Results for CIL . . . . . . . . . . . . . . . . . . . . . . . . . . . 121
Table 9-8 Recommended Slope Angle and Configurations . . . . . . . . . . . . . . . . . . . . . . 122
Table 9-9 Mine Equipment Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125
Table 9-10 Annual Mine Production Schedule for Pani . . . . . . . . . . . . . . . . . . . . . . . . 129
Table 9-11 Annual Plant Processing Schedule for Pani Gold Mine . . . . . . . . . . . . . . . . 130
Table 10-1 Heap Leach Recovery Assumptions from the 2025 Ore Reserves . . . . . . . . 133
Table 10-2 Multi-Element Analysis for Gravity Recoverable Gold Samples . . . . . . . . . 135
Table 10-3 Gold Assays on a Variety of Tests on the GRG Samples . . . . . . . . . . . . . . 135
Table 10-4 Comminution Testwork Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Table 10-5 Ore Design Criteria by Alteration Type . . . . . . . . . . . . . . . . . . . . . . . . . . . 137
Table 10-6 Summary of GRG and Gravity Tail Leach Results for PETS and Baganite . 138
Table 10-7 Summary of GRG and Gravity Tail Leach Results for Pani West Samples . 138
Table 10-8 CIL Gold Recovery Modelling Summary . . . . . . . . . . . . . . . . . . . . . . . . . . 138
Table 10-9 Tailings Planned Tonnes for TSF Hulawa and the Filtered Tailings Facility . 148
Table 11-1 Proposed Rosters for Pani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157
Table 13-1 Potential Environmental and Social Impacts . . . . . . . . . . . . . . . . . . . . . . . 167
Table 14-1 Capital Costs Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 190
Table 14-2 Undiscounted Operating Expenses Summary . . . . . . . . . . . . . . . . . . . . . . . 191
Table 14-3 The Cash Operating Costs from 2026 to 2029 of the Project . . . . . . . . . . . . 192
Table 14-4 Undiscounted Life of Mine Mining Operating Expenses Summary . . . . . . 193
Table 14-5 Undiscounted Life of Mine Heap Leach Operating Expenses Summary . . . 195
Table 14-6 Undiscounted Life of Mine CIL Processing Operating Expenses Summary . 196
Table 14-7 Undiscounted Life of Mine Tailing Facilities Operating Expenses
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196
Table 14-8 Undiscounted Life of Site G&A Expenses Summary . . . . . . . . . . . . . . . . . 197
Table 15-1 Indonesian Gold Royalties pre and post Changes to Regulation PP No.
19/2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200
Table 15-2 Key Financial Outcomes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 202
Table 15-3 Pani Gold Project Key Economic Outputs – Mining Physicals . . . . . . . . . . 203
Table 15-4 Pani Gold Project Key Economic Outputs – Processing Physicals . . . . . . . . 204
Table 15-5 Pani Gold Project Key Economic Outputs – Detailed Cash Flow Projection . 205
Table 16-1 CPR Risk Matrix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
Table 16-2 Project Risk Assessment Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
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FIGURE INDEX
Figure 0-1 Overview of Pani Pit Design showing HL and CIL Zones . . . . . . . . . . . . . 27
Figure 0-2 Annual Mining Production Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Figure 0-3 Pani Economic Sensitivities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Figure 3-1 Pani Gold Project Mining Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Figure 4-1 Pani Gold Project Location Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Figure 5-1 Pani Regional Tectonic Setting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Figure 5-2 Conceptual Model of Ilota – Baganite - Pani Ridge . . . . . . . . . . . . . . . . . . 46
Figure 5-3 Pani District Stratigraphy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Figure 5-4 Pani Conceptual Section of Geology and Mineralisation . . . . . . . . . . . . . . 47
Figure 5-5 Simplified Pani Alteration Model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Figure 6-1 Pani Drilling Campaigns 1970 – 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Figure 6-2 Sieving Test - 2mm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Figure 6-3 Sieving Test – 75µm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Figure 6-4 The Matrix Matched Performance (Z-Score) . . . . . . . . . . . . . . . . . . . . . . . 58
Figure 6-5 Gold Blank Performance Chart . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Figure 6-6 Core Inspection by Competent Person during Pani Site Visit . . . . . . . . . . . 63
Figure 7-1 Pani Primary Resource Domains at section 62140m N . . . . . . . . . . . . . . . . 68
Figure 7-2 Pani Ore Block Domains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Figure 7-3 Variance Lag Trend Towards (red) and Outwards (blue) from High Grade
Domains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Figure 7-4 The Drillhole Distribution (Blue Line is 20 x 20 x 5 Panel Blocks
Boundary) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Figure 7-5 Log Probability Plot of Alteration vs Density . . . . . . . . . . . . . . . . . . . . . . 81
Figure 7-6 Example of (a) Diffusive Mineralised System and (b) Mosaic Mineralised
System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
Figure 7-7 Cross-Variograms Ratio over the Simple Variograms for Domain 5002_1 . . 83
Figure 7-8 Domain Comparison Sample vs Estimation . . . . . . . . . . . . . . . . . . . . . . . . 88
Figure 7-9 Representative East-West Section 62000N . . . . . . . . . . . . . . . . . . . . . . . . . 88
Figure 7-10 Representative East-West Section 62300N . . . . . . . . . . . . . . . . . . . . . . . . 89
Figure 7-11 Swath Plot for Comps (pink), Declust Comps (blue) vs Blocks (cyan),
Informed Blocks (green) for Gold - Domain 5002_2 (5202) . . . . . . . . . . . . . . . . . . . 90
Figure 7-12 Swath Plot for Comps (pink), Declust Comps (blue) vs Blocks (cyan),
informed Blocks (green) for Gold - Domain 5003_3 (5303) . . . . . . . . . . . . . . . . . . . 91
Figure 7-13 Pani Resource Classification Map . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Figure 7-14 Pani Gold Grade-Tonnage Curve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
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Figure 8-1 General Relationship between Mineral Resources and Ore Reserves . . . . . . 98
Figure 8-2 Grade Tonnage Comparison – Measured and Indicated Resources . . . . . . . 101
Figure 9-1 Outline Pit Water Management (WSP 2023) . . . . . . . . . . . . . . . . . . . . . . . . 107
Figure 9-2 Water Balance Flow Diagram (WSP 2023) . . . . . . . . . . . . . . . . . . . . . . . . . 108
Figure 9-3 Major Faults in the Pani Deposit Region (MCU, 2023) . . . . . . . . . . . . . . . 112
Figure 9-4 Boundary Limits of PETS and GSM IUPs . . . . . . . . . . . . . . . . . . . . . . . . . 115
Figure 9-5 Processing Zones for Mine Planning Purpose . . . . . . . . . . . . . . . . . . . . . . . 116
Figure 9-6 Pit by Pit Graph for HL Optimisation Constrained to PETS IUP . . . . . . . . 119
Figure 9-7 Pit by Pit Graph for Unconstrained CIL Optimisation . . . . . . . . . . . . . . . . 119
Figure 9-8 Geotechnical Zones . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
Figure 9-9 Plan View of Ultimate HL and CIL Pit Designs . . . . . . . . . . . . . . . . . . . . . 124
Figure 9-10 Annual Mining Production Schedule for Pani . . . . . . . . . . . . . . . . . . . . . . 127
Figure 9-11 Annual Processing Feed Schedule for Pani . . . . . . . . . . . . . . . . . . . . . . . . 128
Figure 9-12 Annual Gold Produced with Plant Recoveries . . . . . . . . . . . . . . . . . . . . . 128
Figure 10-1 Heap Leach Testwork Sample Selection Cross-section 1 . . . . . . . . . . . . . . 132
Figure 10-2 Heap Leach Testwork Sample Selection Cross-section 2 . . . . . . . . . . . . . . 132
Figure 10-3 Projected Field Leach Curves for Baganite from Updated Results in May
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Figure 10-4 Projected Field Leach Curves for PETS from Updated Results in May
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Figure 10-5 Size and Gold Distribution of PETS 1 and PETS 2 Samples . . . . . . . . . . 136
Figure 10-6 Heap Leach Facility and Plant Locations . . . . . . . . . . . . . . . . . . . . . . . . . 139
Figure 10-7 Heap Leach Plant Process Schematic . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140
Figure 10-8 CIL Plant Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
Figure 10-9 CIL Plant Process Flow Diagram . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Figure 10-10 Heap Leach Facility Proposed Construction Stages . . . . . . . . . . . . . . . . 148
Figure 10-11 TSF Hulawa Design Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149
Figure 10-12 Filtered Tailings Facility Location . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151
Figure 10-13 Filtered Tailings Facility Cell 1 Typical Section . . . . . . . . . . . . . . . . . . . 151
Figure 10-14 Filtered Tailings Facility Cell 2 Typical Section . . . . . . . . . . . . . . . . . . . 152
Figure 10-15 TSF Seepage Model Geometry and Layering . . . . . . . . . . . . . . . . . . . . . 153
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Figure 10-16 TSF Seepage Modelled Pore Pressures . . . . . . . . . . . . . . . . . . . . . . . . . . 153
Figure 11-1 Pani Organisational Framework . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155
Figure 11-2 Life of Mine Head Count . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156
Figure 15-1 10-year Gold Price History . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 198
Figure 15-2 NPV Sensitivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 206
APPENDICES AS ATTACHMENTS
Note: Appendices have been provided as separate documents to the main body of this report:
“APPENDIX 02A – HKEX Mapping Document”
“APPENDIX 02B – HKEX Chapter 2.6 Mapping”
“APPENDIX 06A – JORC Table 1”
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TABLE OF DEFINITIONS
Acronym Definition
$ US dollars in real value unless stated otherwise
°C Degrees Celcius
ABA Acid Base Accounting
ADR Adsorption, Desorption and Recovery
AEP Annual Exceedance Probability
Ag Silver
AMDAL Analisis Mengenai Dampak Lingkungan (Environmental
Impact Statement)
ANCOLD Australian National Commission on Large Dams
ASX Australian Stock Exchange
Au Gold
AusIMM Australasian Institute of Mining and Metallurgy
B.Sc Bachelor of Science
BLEG Bulk Leach Extractable Gold
BRT Bottle Roll Test
BX Brecia
Ca Calcium
Capex Capital Expenditure/Expense(s)
CG General and administration costs
Ch Chlorite
CIC Carbon in Column
CIL Carbon in Leach
CIT Corporate Income Tax
CITES Convention on International Trade in Endangered Species
cm centimetre
COG Cut-off Grade
COS Coarse Ore Stockile
CoW Contract of Work
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Acronym Definition
CP Competent Person
CP Processing operating cost
CPR Competent Persons Report
CR Refining Costs
CRM Certified Reference Material
CRU CRU Consulting
CSR Corporate Social Responsibility
CSS Closed Side Setting
Cy Clay
DAC Design Acceptance Criteria
DCF Discounted Cash Flow
DD Diamond Drilling or Due Diligence
DF Dilution Factor
DTM Digital Terrain Model
Effective date of CPR 31 December 2025
EGL Effective Grinding Length
EHS Environment, Health and Safety
EOH End of Hole
ESDM Ministry of Energy and Mineral Resources
ESIA Environmental and Social Impact Assessment
EW Electrowinning
Fe Iron
FES Field Estimate Strength
FOB Free On Board
FoS Factor of Safety
Fr Fresh
FS Feasibility Study
FS 2024 March 2024 Pani Feasibility Study Report
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Acronym Definition
FTF Filtered Tailings Facility
g grams
G&A General and Administrative
GHG Greenhouse Gas
GISTM Global Industry Standard on Tailings Management
GMA Geology Matrix Analysis
GoIFS Government of Indonesia Feasibility Study
GRG Gravity Recoverable Gold
GRM Ground Risk Management
GSI Geological Strength Index
GSM PT Gorontalo Sejahtera Mining - exploration company used at
Pani
Gunung Pani Mount Pani
HKEX Hong Kong Stock Exchange.
HL Heap Leach
HLF Heap Leach Facility
HMA Global Reference Mineral Price
Hons Honors
hr Hour/hours
IBRT Intermittent Bottle Roll Test
ICOLD International Commission on Large Dams
ICR Intensive Cyanidation Reactor
IDX Indonesian Stock Exchange
IFC International Finance Corporation
ILS In Situ Leaching
IPPKH Persetujuan Penggunaan Kawasan Hutan – Approval of
Forest Areas Utilisation.
IRR Internal Rate of Return
IUCN International Unio for Conservation of Nature
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Acronym Definition
IUI Industrial business licence – issued in Indonesia
IUP Operasi Produksi Mining Production Permit
IUP Pengolahan
Pemurnian
Processing and Refining Special Permit
JORC Code Australasian Joint Ore Committee – Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves,
2012 edition
JRN PT J Resources Nusantara
KKPR Kesesuaian Kegiatan Pemanfaatan Ruang – Spatial Plan
Conformity Permit
KLHK Ministry of Environment and Forestry
KP Kuasa Pertambangan
KT Conversion factor for troy ounces to grams
KTT Kepla Teknik Tambang – legislatively appointed responsible
person mining
KUD KUD Dharma Tani – Traditional Miners
LiDAR Light Detection and Ranging
LoM Life of Mine
LpT Lapilli Tuff
LUC Localised Uniform Conditioning
M1 Mining One Pty Ltd
m Metre
MAusIMM Member of the Australasian Institute of Mining and
Metallurgy
MBA Masters of Business Administration
MCP Mine Closure Plans
MEMR Ministry of Energy and Mineral Resources
MGR PT Merdeka Gold Resources Tbk
Mining One PT Mining One Indonesia
MMI PT Merdeka Mining Indonesia
MoE Minister of Environment
MoEF Ministry of Environment and Forestry
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Acronym Definition
Moz Million ounces
MRE Mineral Resource Estimate
MROR Mineral Resource and Ore Reserve
MSc Masters degree in Science
Mt Million tonne
MW Megawatt
NAF Non Acid Forming
NAG Net Acid Generating
NAPP Net Acid Producing Potential
NNS Newcrest Nusa Sulawesi
Nominal Nominal value is unadjusted money values
NPV Net Present Value
OEM Original Equipment Manufacturer
OH&S Occupational health and safety
OK Ordinary Kriging
OMC Orway Mineral Consultants (WA) Pty Ltd
Opex Operating Expenditure/Expense(s)
OPP Ore Preparation Plant
OR Ore Reserves
ORE Ore Reserves Estimate
OREAS Ore Research and Exploration Pty Ltd
Ox Oxide
oz Troy Ounce
PAF Potential Acid Forming
Pani Pani Gold Mine
Paramount Paramount Ventures and Finance Inc
PBT PT Pani Bersama Tambang
pct percent
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Acronym Definition
PDAM Perusahaan Daerah Air Minum - State Owned Drink Water
Company
PERTEK Persetujuan Teknis - Technical Approval Permit
Pertiwi PT Pertiwi Nusa Mega
PETI Artisanal illegal mining
PETS PT Puncak Emas Tani Sejahtera - company undertaking
exploration and mining related activities
PIN PT Pani Industri Nusantara
PFS Pre Feasibility Study
PG Price of Gold in US $/oz
PGA Peak Ground Acceleration
PKKPR Persetujuan/Konfirmasi Kesesuaian Kegiatan Pemanfaatan
Ruang – Spatial Plan Conformity
PLN PT Perusahaan Listrik Negara – a company
PLS Heap Leaching
PLS Pregnant Leach Solution
PPKH Persetuiuan Penggunaan Kawasan Hutan – Approval of
Forest Areas Utilisation
PPKH Forestry Permit
ppm Parts per million
PRD Pani Rhyodacite
PRDB Pani Flow-banded Rhyodacite
PSM Geotechnical and Engineering services Company
PT Limited Liability Company
PU Pekerjaan Umum - Ministry of Public Work
PVC Pani Volcanic Complex
PVo Pani Volcanic
QAQC Quality Assurance and Quality Control
QKNA Quantitative Kriging Neighbourhood Analysis
RDTR National or regional Spatial Plan
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Acronym Definition
Real Real value has time value of money adjustments on cost
estimates
RL Reduce Level
ROM Run of Mine
RP Overall plant processing recovery for gold
RPD Relative percent difference
RPEEE Reasonable Prospects for Eventual Economic Extraction
RPEQ Registered Professional Engineer of Queensland
RQD Rock Quality Designation
RT Total applicable royalty payments in percentage
RTRW National or regional Spatial Plan
S Sulphur
SABC Sag Mill, ball mill pebble crushing
SD Standard Deviation
Si Silica
SMDD Standard Maximum Dry Density
SME Subject Matter Experts
SMU Selective Mining Units
SOPs Standard Operating Procedures
Stock Exchange Hong Kong Stock Exchange
t Tonne(s)
t ore Tonne(s) of ore
TDS Total Dissolved Solids
Tr Transition
TSF Tailings Storage Facility
UC Uniform Conditioning
UK United Kingdom
USD United States Dollar(s)
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Acronym Definition
V ALMIN Australasian Code for Public Reporting of Technical
Assessments and Valuations of Mineral Assets, 2015 edition
V AT Value Add Tax
VWP Vibrating Wire Piezometer
WSP An Engineering Company, formerly Golder
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EXECUTIVE SUMMARY
Introduction
PT Mining One Indonesia (“Mining One”) was commissioned by PT Merdeka Gold Resources
Tbk (“MGR”) to prepare an independent technical assessment of the Pani Gold Project. PT
Mining One Indonesia is a wholly owned subsidiary of Mining One Pty Ltd (“M1”), an
international mining consultancy with over 25 years of experience and headquarters in
Melbourne, Australia.
The Project is located at Mount Pani in Gorontalo Province on Sulawesi Island, Indonesia.
MGR through its subsidiaries, is responsible for the development of the project,
encompassing open pit mining operations, Heap Leach and Carbon-in-Leach (“CIL”)
processing facilities, and supporting infrastructure.
This assessment is intended for inclusion in a Competent Person’s Report (“CPR” or “the
Report”) suitable for a prospectus supporting the proposed listing of PT Merdeka Gold
Resources Tbk. on the Main Board of the Stock Exchange of Hong Kong Ltd. (“the Stock
Exchange”), a wholly owned subsidiary of Hong Kong Exchanges and Clearing Ltd.
(“HKEX”). The Mineral Resources and Ore Reserves Estimate presented in this report has
been prepared in accordance with the 2012 edition of the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (JORC Code), as well as the Listing
Rules of the Stock Exchange, including Chapter 18 requirements and other relevant
regulations. The effective date of this Competent Persons Report is 31 December 2025.
It should be noted that the Report does not provide an opinion on the value of the minerals or
other assets involved.
Summary of Principal Objectives
The principal objective of this Report is to provide MGR, potential equity investors, future
shareholders, and regulators with an independent, professional, and technically robust
assessment of the Pani Gold Project for inclusion in a prospectus supporting the company’s
proposed listing on the Hong Kong Stock Exchange. The Report presents an impartial
evaluation of the project’s geology and exploration, Mineral Resources and Ore Reserves,
mining methodologies, processing and metallurgical technologies, environmental and social
aspects, as well as the associated risks, opportunities, and technical considerations, based on
all available technical data as of the Effective Date. Its purpose is to deliver a transparent and
unbiased appraisal of the project’s technical merits and uncertainties to inform investment
and regulatory decisions.
Outline of Work Programme
The work program for this project consisted of:
• Review of dataset and Mineral Resource models provided by MGR, and preparation of
the Mineral Resources and Ore Reserves (“ MROR ”) data verification plan conducted
during the site inspection.
• A site visit by Mineral Resource Competent Person between 6 and 8 January 2026 to the
Project, including the locations of exploration and production boreholes, drill cores,
open pit operations, etc.
• Review of all available documents supporting the development of the Pani Mining
Project, including operating licences and permits, geology reports and environmental
impact assessment (“EIA”) reports, mineral processing technology and mining
methodologies, capital expenditures (“Capex”) and operating expenses (“Opex”), etc.
• Discussion with MGR’s management and technical personnel who conducted the
exploration program, prepared the previous Feasibility Study and follow up studies,
construction, and mine operation at the Project.
• Preparation of a draft version of Competent Person Report in accordance with the
JORC Code guidelines and the requirements of the Chapter 18 on the Stock Exchange
and other regulations of the HKEX, where the declaration date of Mineral Resources
and Ore Reserves is 31 December 2025.
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• Submission of the draft to MGR and related third parties for comments and
finalisation of the draft Report based on the feedback.
• Completion of an updated report on Mineral Resources and Ore Reserves as of 31
December 2025, incorporating a review of Mineral Resource Estimate prepared by
MGR, refinement of the Life of Mine Schedule, evaluation of all relevant modifying
factors, and interrogation of the Project’s financial model.
Operational License and Mine Permit
The Pani Gold Project is supported by a comprehensive set of mining licenses and operational
permits provided by MGR and reviewed by Mining One. While Mining One has not conducted
independent legal or regulatory due diligence, it has relied on information supplied by the
client and is not aware of any issues that would prevent the issuance or continuation of
permits or impede mining and processing operations.
The project’s core mining concessions include:
• PT Gorontalo Sejahtera Mining (“GSM”) Contract of Work (“COW”), valid until 1
December 2049.
• PT Puncak Emas Tani Sejahtera (“PETS”) Mining Production Permit (known as “IUP”
Operasi Produksi), valid until 23 November 2032.
• PT Pani Bersama Tambang (“PBT”) Processing and Refining Special Permit (known as
IUP Pengolahan Pemurnian) – this permit has later been converted into Industrial
Business License (“IUI”) on 8 October 2021, and valid until 14 March 2035.
Together, these licenses provide the legal foundation for resource extraction and processing
activities within Pani Gold Project. PT Pani Industri Nusantara (“PIN’) was established in
mid-2025 for the purposes of operating the CIL and IUI application is ongoing.
In addition to mining licenses, the project has secured several critical operational permits,
including the Environmental Impact Assessment (“AMDAL”), forest utilisation approval
(“PPKH”), spatial plan conformity (“KKPR”), and filtered press tailings technical approvals
(“PERTEK”).
History
The Gunung Pani gold prospect has been known for over a century, first attracting Dutch
interests in the early 1900s due to active local alluvial mining. Although early underground
mining attempts were short-lived, they marked the beginning of exploration in the area.
Modern exploration resumed in the late 1960s with reconnaissance work by Newmont
Limited, followed by systematic regional programs in the 1970s and 1980s led by Tropic
Endeavor, Kennecott, and Utah International. These campaigns confir med gold
mineralisation and demonstrated strong metallurgical recoveries, though none advanced to
sustained development. Subsequent exploration by PT Aneka Tambang, BHP–Utah Pacific,
and later local cooperatives and joint ventures through the 1980s and 1990s added further
drilling and sampling, progressively building geological knowledge of the deposit.
From the late 1990s onward, exploration intensified under various partnerships, including
Paramount Ventures, Azure Resources, and One Asia Resources, which collectively drilled
thousands of metres and expanded geological understanding.
More recently, PT Merdeka Copper Gold Tbk and PT J Resources Nusantara have
undertaken extensive modern drilling campaigns, completed hundreds of holes and generated
large datasets that underpin current resource evaluations.
Collectively, these efforts, including over 230,000m of diamond drilling through more than
1,370 holes, reflect over a century of intermittent exploration and mining activity, culminating
in robust modern datasets that now support the Pani Gold Project’s resource base and
development potential.
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A Definitive Feasibility Study (“FS 2024”) was completed in 2024, confirming an open-pit
mining operation with ore processed through both CIL and Heap Leach methods. The study
paved the way for project construction, with ongoing enhancements continuing to optimise
outcomes. The Heap Leach operation will initially be operated at 8 Mtpa throughput (2026)
with production ramping up to 10 Mtpa in 2028. The CIL plant is scheduled to be
commissioned in 2028 with a planned throughput of 10 Mtpa. The throughput will then ramp
up to its nameplate capacity of 12 Mtpa in 2029. Mining started in Q4, 2025.
The first shipment of doré of 44.04 kg occurred at the end of February 2026 when this report
was being prepared.
Sample Preparation, Quality Assurance and Quality Control (“QAQC”) Programs
Sample preparation for the Pani project follows industry-standard procedures, with half-core
samples crushed, sub-sampled and pulverised before being sent to accredited laboratories.
Since 2021, assays have been conducted by PT Geoservices Jakarta, with earlier work handled
by Intertek and SGS. In 2022, MGR resampled all historical PETS data to ensure consistency
and only validated are used in the current Mineral Resource.
QAQC Programs comprise the following:
• Duplicates - Coarse duplicates and pulp duplicates are used for checking the sample
homogeneity corresponding to the sample preparation process. The coarse duplicates
were taken from the Boyd crusher rotating sample divider of 2 mm grind size with a rate
of 1 in 20 samples starting in 2021. RSC notes that there is no statistically significant
bias. Duplicate sampling (coarse and pulp) has generally confirmed good sample
homogeneity and assay precision for gold, particularly during the MGR period
(post-2020), though performance declined in 2024 indicating potential laboratory
preparation issues. Silver duplicates showed lower reliability overall due to low grades
and detection limits, with ongoing quality control measures recommended to maintain
data integrity.
• CRMs - Certified reference materials (“CRMs”) were inserted at frequencies ranging
from 1 in 9 (conducted by One Asia Resources) to 1 in 20 (conducted by GSM-JR and
MGR), with campaigns relying on OREAS commercial CRMs and matrix-matched
CRMs from Pani ore. While some historical and early matrix-matched CRMs showed
marginal or non-acceptable performance due to laboratory calibration issues, overall
results are within acceptable range. Immaterial biases for silver were identified at low
grades. Current programs apply Z-score monitoring to ensure reliable performance,
supporting confidence in estimation.
• Blanks - Blank samples were inserted at a frequency of 1 in 40 or less, with coarse blank
material sourced from a local quarry consistently used except during 2020–2021 when
CRM blanks (Oreas 22F, n=595) were applied. Historical data (<2020, n=2,209)
comprised a total of 20 outliers, while MGR’s 2022–2024 program (n=1,944) recorded
only two suspected contamination/swapped samples in 2023 and 2024.
• Umpire Checks - Historical external laboratory checks (SGS vs. Geoservices,
2012–2013) showed a -9% bias but had no impact on resource estimation as PETS data
was resampled. MGR has recently prepared further samples for external umpire checks,
though these had not yet been dispatched at the time of reporting.
Mineral Resources Competent Person, Alex Lukomskyj, conducted a site visit to Pani from 5
to 8 January 2026, including technical discussions in Jakarta and inspections of drilling,
sampling and pit operations. The visit confirmed JORC Code standards were met with no
material issues. Key checks conducted during the visit including the verification of drill cores,
confirmation of CRMs and blanks used, and visual inspection of prospective geological
contacts against the 3D model.
Mineral Resources Estimate
The Pani mineralised domains demonstrate sufficient grade, continuity and drill density to
support classification as Measured, Indicated and Inferred Mineral Resources under the
JORC Code 2012. The Mineral Resource estimate is based on bulk extraction using open-pit
mining methods, with gold recovery through gravity, CIL and heap leach circuits.
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A Reasonable Prospect for Eventual Economic Extraction (“RPEEE”) was defined using a pit
shell constrained at a gold price of US$2,300/oz. The estimate combines resources from both
the GSM Contract of Work and the PETS IUP, depleted to 31 December 2025 with a cut-off
grade of 0.2 g/t Au. Reported resources include Measured, Indicated and Inferred categories,
along with 0.9 Mt of surveyed Measured surface stockpiles, providing a robust basis for
ongoing project evaluation.
Table 0-1 summarises the Mineral Resources Estimate for the Project as of 31 December 2025.
Table 0-1 Pani Gold Project Mineral Resources Estimate as of 31 December 25
MRE Classification
Tonnes
(Mt)
Au
(g/t)
Ag
(g/t)
Au
(Moz)
Ag
(Moz)
Dec-25 . . . . . . Measured 7.7 0.87 1.66 0.2 0.4
Indicated 235.6 0.77 0.73 5.9 5.6
Inferred 48.2 0.59 0.37 0.9 0.6
Total 291.5 0.75 0.71 7.0 6.6
Notes:
• Block model: Dec-25 MRE (bm_pan24b_eng_meas.dm)
• Topography/depletion surface: update_basemap_topo_all_baganite_260101_void2_DTMTR.dm
Exploration Potential
N
ear-mine and exploration upside potential exists to the northeast and south of the Pani open
pit. The ‘dome’ geological model provides a prospective volume to drill test to its limits,
particularly given prospective structural features have previously been mapped at these
extents. The Kolokoa and Lone Pine prospects south and north of Pani, respectively, provide
prospective exploration upside targets.
Mining Assessment
Pani will be developed as a large, single open pit operation using conventional
truck-and-excavator mining methods. Ore and waste will be mined from one pit and processed
through the Heap Leach (“HL”) and Carbon-in-Leach (“CIL”) plants in accordance with the
staged development strategy. The HL operation has commenced and targets near-surface
oxide mineralisation, while the CIL plant will commence in 2028, operating concurrently with
the HL until depletion of the HL zone.
Pit optimisation was undertaken using Lerchs–Grossmann analysis to define the economic pit
shell, followed by mine designs addressing the mining practicality and geotechnical design
criteria. The current Ore Reserve estimate is based on staged designs comprising three
pushbacks for the HL zone and five pushbacks for the CIL zone, with the ultimate pit designs
are illustrated in Figure 0-1. Overall slope angles range from 35° to 40° in accordance with
defined geotechnical domains. While additional geotechnical data may refine final wall
configurations, any impact on the economic assessment is expected to be immaterial.
Mining will commence at approximately 785 mRL and extend to a final pit floor of 305 mRL,
representing a depth of approximately 480 m. The production fleet will primarily comprise
200 t excavators matched with 100 t haul trucks, with peak requirements of six excavators and
42 trucks. Benches will be drilled and blasted at 15 m and mined in 7.5 m flitches using double
benching. Although the mountainous terrain presents logistical challenges, particularly for
waste and ore stockpiling, these are considered manageable with appropriate infrastructure
and operational controls.
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Figure 0-1 Overview of Pani Pit Design showing HL and CIL Zones
A mining schedule was prepared with the topographical surface dated 31 December 2025
being used to deplete the model and serve as the start date of the schedule. The schedule is
defined by HL and CIL zones (Figure 0-2) with the following key observations:
• HL will operate over the first 7 years from 2026 through to 2032.
• CIL will commence in 2028 through to end of mine in 2040.
• A total of 203 Mt of ore at an average grade of 0.79 g/t Au to be mined.
• The life of mine is 15 years.
Figure 0-2 Annual Mining Production Schedule
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Ore Reserves
Mining One has conducted a review of the relevant technical studies and operational data to
verify that, at the time of reporting, the mineable part of the Mineral Resource forms the basis
of a technically and economically viable project, after taking account of material Modifying
Factors. Only open pit operations are considered for the reporting of Ore Reserves Estimate
presented in this Report.
As of the effective date of 31 December 2025, the Ore Reserves for Pani Gold Mine open pit
consists of 203.1 Mt of ore at an average gold grade of 0.79 g/t for 5.2 Moz of contained gold
and an average silver grade of 0.84 g/t for 5.5 Moz of contained silver. Table 0-2 provides the
estimates of Ore Reserves for Pani Gold Mine.
Table 0-2 Ore Reserves Statement for Pani Gold Mine as of 31 December 2025
Proved Reserves Probable Reserves Total Reserves
Tonnes
(Mt)
Au
Grade
(g/t)
Tonnes
(Mt)
Au
Grade
(g/t)
Tonnes
(Mt)
Au
Grade
(g/t)
Contained
Au
(Moz)
Gold Ore Reserves
Stockpiles . . . . . . . 0.9 0.50 – – 0.9 0.50 0.0
Heap Leach (HL) . . 3.9 0.84 58.1 0.62 62.1 0.64 1.3
Carbon-in-Leach
(CIL) . . . . . . . . . 2.9 1.07 137.2 0.86 140.1 0.86 3.9
Total Gold Ore
Reserves . . . . . . . . . 7.7 0.89 195.4 0.79 203.1 0.79 5.2
Proved Reserves Probable Reserves Total Reserves
Tonnes
(Mt)
Ag
Grade
(g/t)
Tonnes
(Mt)
Ag
Grade
(g/t)
Tonnes
(Mt)
Ag
Grade
(g/t)
Contained
Ag
(Moz)
Silver Ore Reserves
Stockpiles . . . . . . . 0.9 3.86 – – 0.9 3.86 0.1
Heap Leach (HL) . . 3.9 1.58 58.1 0.90 62.1 0.94 1.9
Carbon-in-Leach
(CIL) . . . . . . . . . 2.9 1.03 137.2 0.77 140.1 0.77 3.5
Total Silver Ore
Reserves . . . . . . . . . 7.7 1.64 195.4 0.81 203.1 0.84 5.5
Notes:
1. Cut-off grades for Ore Reserves estimation are calculated assuming a long-term average gold price of
US$2,300/oz.
2. Rounding may result in apparent summation differences between tonnes, grade and contained metal.
3. Estimates of metal contained in the Ore Reserve do not include allowances for processing losses.
4. The effective date of the Ore Reserve estimate is 31 December 2025.
5. The Ore Reserves are defined at the point where the ore is delivered to the processing plant.
6. The Ore Reserves reported above are included in the Mineral Resources and are not in addition to the Mineral
Resources.
Processing & Metallurgy
T
he Pani Gold Project will be developed in two stages, commencing with a Heap Leach
(“HL”) operation and followed by a 12 Mtpa Carbon-in-Leach (“CIL”) plant from 2028. Both
operations are planned to operate concurrently for several years.
The March 2024 Feasibility Study (“FS 2024”) defined a 7 Mtpa HL operation, which has
since been expanded to 8 Mtpa in Year 1 and ramped up to 10 Mtpa by Year 3. The design and
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engineering for the Heap Leach Processing Plant in the FS 2024 was developed by NewPro
Consulting (Consultant). The upgrade and ramp up plan to 10 Mtpa was developed by MGR.
The HL flowsheet comprises a three-stage crushing and screening Ore Preparation Plant
producing 100% passing 19 mm material, stacking on a 63 Mt three-cell Heap Leach Facility,
cyanide irrigation over a 50 day primary and 90 day secondary leach cycle, and gold recovery
in a conventional Adsorption, Desorption and Recovery (“ADR”) plant (carbon-in-column
adsorption, pressure elution, electrowinning and smelting to doré). Irrigation has commenced
in January 2026, with stacking planned to increase from 8 Mtpa to 10 Mtpa by 2028 and
continue until mid-2032.
The CIL plant, originally envisaged as a staged expansion, will now be constructed at 12 Mtpa
from commencement in 2028 and is scheduled to process approximately 137.4 Mt to 2040. The
process flowsheet comprises primary crushing, two-stage grinding with pebble crushing,
gravity recovery and intensive cyanidation, pre-leach thickening, Leaching and CIL
adsorption, split AARL elution, electrowinning and smelting to produce doré. Tailings will be
thickened and discharged to TSF Hulawa and partially filtered for dry stacking at the Filtered
Tailings Facility, with planned storage of 89 Mt and 54 Mt respectively.
Heap leach metallurgical studies for the deposit cover three areas, Pani West, Pani East
(PETS) and Baganite, with four test programs completed between 2012 and 2018 assessing
both Heap Leach and CIL flowsheets. Results generally demonstrated good to excellent heap
leach amenability, although one program produced inconsistent results that required further
review. Multiple test programs, including those undertaken for the FS 2024, demonstrated
generally good to excellent heap leach and CIL performance, providing confidence in the
selected development strategy.
Environmental, Social, and Government (“ESG”) Assessment
Environmental and social baseline studies and impact assessments have been completed to
support development of the Pani Gold Project in accordance with Indonesian regulatory
requirements and international good practice. The Project design incorporates staged HL and
CIL development while managing environmental and social risks to acceptable levels.
Further updates and approvals are required to align with the revised project scope, including
amendments to the AMDAL, extensions to the PPKH forestry permit, dam safety approval
for the TSF, and technical approvals (“PERTEK”) for wastewater discharge and air emissions.
Additional studies to strengthen the ESG framework include geochemical characterisation,
development of an Environmental and Social Management System, Biodiversity Action Plan,
Stakeholder Engagement Plan, and assessments relating to land access and cultural heritage.
No ESG-related risks are identified as High and Medium risks according to assessment
conducted in accordance with Guidance Note 7 from the HKEX.
Capital Expenditures
The capital expenditure (“CAPEX”) estimate for the Pani Gold Project has been developed in
line with industry best practices and the requirements of a Competent Person’s Report,
ensuring transparency and technical rigor. The methodology to estimate CAPEX combines
detailed bottom-up estimation for major cost items with benchmarking and scaling for
ancillary facilities, supported by vendor quotations, tender processes, and regional cost
indices. A 10% contingency has been applied to mitigate risks associated with inflation,
market volatility, and early-stage project uncertainties, ensuring the estimates remain
conservative yet realistic.
The CAPEX framework encompasses direct costs for mining, heap leach facilities, CIL plant
construction, and site infrastructure, alongside indirect costs such as owner’s expenses,
project management, and EPCM services. Sustaining capital has been projected at 1–2%
annually to support ongoing operations, equipment replacement, and compliance
requirements.
The total capital expenditures over the life of mine (“LoM”) in real term is summarised in
Table 0-3.
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Table 0-3 Undiscounted Life of Mine Capital Cost Estimates Summary
Capital Item Cost Estimate
(USD Millions)
Direct Cost
Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Heap Leach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197
CIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734
Site Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 240
Indirect Cost
Owners Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196
General & Indirects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
Escalation and Contingency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
Sustaining Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274
TOTAL CAPITAL COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,948
Operating Expenditures
The operating cost (“OPEX”) estimate for the Pani Gold Project has been developed to
forecast annual expenditures over the life of mine, providing a critical input to financial
modelling, feasibility analysis, and Ore Reserve reporting. Mining One prepared the
mining-related cost estimates, covering drilling, blasting, loading, hauling, and ancillary
services, while MGR provided inputs for processing, tailings, and general and administrative
overheads. Mining One conducted a technical review of these components to ensure that
assumptions, methodologies, and detail levels are consistent with the requirements of the
JORC Code.
The activity-based estimate is structured into five principal categories with clearly defined
boundaries: mining (up to the primary crusher feed), heap leach processing, CIL processing,
tailings management, and general and administrative overheads.
The total operating expenditures over the LoM in real term is summarised in Table 0-4.
Table 0-4 Undiscounted Life of Mine Operating Cost Estimates and Unit Rates Summary
Activity-Based Costs LoM Opex
(USD M)
Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,028
Heap Leach Processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381
CIL Processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,279
Tailings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
Site G&A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638
Total Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,509
Economic Analysis
An economic assessment was prepared for the Pani Project and demonstrated a strong cost
position. This assessment was compliant with industry reporting standards and JORC Code.
All economic values are expressed in real terms and in United States Dollars (“USD” or “$”),
with an exchange rate of IDR16,580/USD based on Merdeka’s assumption for 2026 life of
mine plan which derived as the average Bank Indonesia (“BI”) middle rate for the 6 months
covering July 2025 to December 2025.
Key inputs for the economic assessment include:
• Revenues are derived from gold and silver sales with the forecasted prices prepared by
CRU Consultant (refer to Table 0-5).
• Royalties are calculated based on the Government Regulation, PP No. 19 of 2025.
• Capital and operating inputs have been updated from the FS 2024 prepared for the Pani
Project.
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• Discount rates between 5% and 10% at 1% increment were tested to determine the NPV
under varying cost of capital scenarios.
Key economic outputs are summarised in Table 0-6.
Table 0-5 Gold and Silver Price Forecast (Real Price, 2026 Basis)
2026 2027 2028 2029
2030 to
end of
mine life
Gold Price . . . . . . . . . 4,900 5,550 5,830 5,500 5,150
Silver Price . . . . . . . . . 83 76 70 74 71
Source: Gold IPO Industry Consultant, CRU Consultant, February 2026
Table 0-6 Key Economic Outputs
Key Financial Parameters Unit Value
Unit AISC (Including Royalties) . . . . . . . . . . . . . . . . . US$/oz 1,632
Unit AISC (Excluding Royalties) . . . . . . . . . . . . . . . . . US$/oz 794
NPV @ 5% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ million 7,991
NPV @ 6% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ million 7,530
NPV @ 7% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ million 7,106
NPV @ 8% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ million 6,715
NPV @ 9% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ million 6,353
NPV @ 10% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ million 6,018
Max Negative Cumulative Cash Flow . . . . . . . . . . . . . $ million –329
Payback from First Production . . . . . . . . . . . . . . . . . . year 1.3
IRR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . % 287%
*Note: NPV and IRR are calculated to 1 January 2026. Costs incurred prior to this date are treated as sunk and excluded
from the financial analysis for the reporting of Ore Reserve estimate
A sensitivity analysis was conducted to evaluate the impact o f changes in key technical and
economic parameters inputs. A sensitivity range of + 30%, relative to the base case
assumptions was adopted. In all instances the project remained economically positive with the
following key observations:
• The economic position of the project is most sensitive to changes in Gold Price.
• Capital expenditure (Capex) and Operating expenditure (Opex) changes had the
smallest impact on project value.
• The gold price outlook upon which the sensitivity was based is considered to be a robust
price point according to the latest market commentary.
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Figure 0-3 Pani Economic Sensitivities
Risk Assessment
Mining One considered various technical aspects which may affect the future cash flow of the
Project. The Risk Assessment has been done in accordance with Guidance Note 7 from the
HKEX. The medium risk category identified during the preparation of this report is presented
in Table 0-7. No risks fall in High-Risk category.
Table 0-7 Identified Medium Risks
HAZARD/ISSUE CONSEQUENCE LIKELIHOOD RISK RATING
Failure of the heap leach
stack . . . . . . . . . . . . . . . . .
MODERATE POSSIBLE MEDIUM
Tailings Filtration and
Filtered Tailings Facility
underperform . . . . . . . . . .
MODERATE POSSIBLE MEDIUM
Actual tailings dry density
realised below target . . . . .
MODERATE POSSIBLE MEDIUM
Underestimation of costs or
cost inflation . . . . . . . . . .
MINOR LIKEL Y MEDIUM
Seismic/Earthquake activity . MODERATE POSSIBLE MEDIUM
Conclusion
A number of recommendations have been made based on observations by the Subject Matter
Experts (“ SME ”) involved in the preparation of the Competent Persons Report. Although
there are few risks identified, the conclusion drawn by the team is that the Pani Gold Project
presents as a robust operation with strong economic estimates to support this position. The
Project is utilising conventional methods which are well proven and robust.
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1 INTRODUCTION AND SCOPE OF REPORT
The Pani Gold Project (“Pani” or “the Project”) is situated at Mount Pani in Gorontalo
Province on Sulawesi Island, Indonesia. It is being developed as one of the largest
primary gold mines in both Indonesia and the wider Asia-Pacific region. Gold
occurrences in the area have been documented since the nineteenth century, reflecting a
long history of exploration and mining activity that underpins the current
development.
The Project is held through three subsidiaries of PT Merdeka Gold Resources Tbk
(“MGR”):
• PT Gorontalo Sejahtera Mining (GSM): holder of the Contract of Work (CoW).
• PT Puncak Emas Tani Sejahtera (PETS): holder of the Mining Production Permit
(“IUP Operasi Produksi ”).
• PT Pani Bersama Tambang (PBT): holder of the Processing and Refining Permit
(“IUP Pengolahan Pemurnian ”), subsequently converted into an Industrial
Business License (“IUI”).
PT Pani Industri Nusantara (“PIN’) was established in mid-2025 for the purposes of
operating the CIL and IUI application is ongoing. Collectively, these entities comprise
the Pani Gold Project.
MGR, through its subsidiaries, is responsible for the development of the project,
encompassing open pit mining operations, processing facilities, and supporting
infrastructure. The project is being developed as a large-scale open-pit operation in
phases. The initial stage will utilise heap leach processing, with a planned throughput
capacity of approximately 8 million tonnes of ore in 2026 and then increasing to 10
million tonnes per year in 2028. The operation of the CIL facility, commencing with a
capacity of 10 million tonnes per year in 2028, will ramp up to a nameplate capacity of
12 million tonnes per year by 2029.
Mining commenced in October 2025. At the end of February 2026, when this report was
being prepared, MGR had completed its first shipment of 44.04 kg of doré for refining
at the refining facility of PT Aneka Tambang Tbk. (IDX: ANTM).
PT Mining One Indonesia (“Mining One”) was commissioned by MGR to prepare an
independent technical assessment of the Pani Gold Project. PT Mining One Indonesia
is a wholly owned subsidiary of Mining One Pty Ltd (“M1”), an international mining
consultancy with over 25 years of experience and headquarters in Melbourne,
Australia.
This assessment is intended for inclusion in a Competent Person’s Report (“CPR” or
“the Report”) suitable for a prospectus supporting the proposed listing of PT Merdeka
Gold Resources Tbk. on the Main Board of the Stock Exchange of Hong Kong Ltd.
(“the Stock Exchange”), a wholly owned subsidiary of Hong Kong Exchanges and
Clearing Ltd. (“HKEX”). The Mineral Resources and Ore Reserves Estimate presented
in this report has been prepared in accordance with the 2012 edition of the Australasian
Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
(“JORC Code”), as well as the Listing Rules of the Stock Exchange, including Chapter
18 requirements and other relevant regulations.
It should be noted that the Report does not provide an opinion on the value of the
minerals or other assets involved. All project values are presented in real (discounted)
terms unless stated otherwise.
APPENDIX III COMPETENT PERSON’S REPORT
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2 PROGRAM OBJECTIVES AND WORK PROGRAM
2.1 Purpose of the Report
The purpose of this Competent Person’s Report (“CPR”) is to provide an independent,
professional, and technically robust assessment of the Pani Gold Project asset of MGR
for inclusion in a prospectus to be lodged in support of the company’s proposed listing
on the HKEX. Mining One has prepared this Report to present an impartial evaluation
of the risks, opportunities, and technical considerations associated with the reviewed
project. The Report is intended to inform investors and regulators by providing a
transparent and unbiased appraisal of the project’s technical merits and associated
uncertainties. Compliance mapping with the HKEX can be found in APPENDIX 02A
and APPENDIX 02B.
2.2 Reporting Standard
This Report has been prepared in accordance with the requirements of the 2012 edition
of the Australasian Code for Public Reporting of Technical Assessments and
Valuations of Mineral Assets (“V ALMIN”). Mining One considers this document to be
a Technical Assessment Report under V ALMIN. V ALMIN incorporates the JORC
Code, which governs the classification and reporting of Mineral Resources and Ore
Reserves (“MROR”) and is binding upon all members of the Australasian Institute of
Mining and Metallurgy (“AusIMM”).
This Report is not a Valuation Report and does not provide an opinion on the monetary
value of the mineral assets. While Mining One has reviewed aspects such as commodity
pricing, socio-political context, and environmental considerations, no valuation of the
assets or tenements is expressed herein. MROR referenced in this Report are reported in
accordance with JORC Code.
2.3 Limitations Statement
Mining One is not professionally qualified to opine upon or confirm the MGR’s legal
ownership of its underlying tenements, nor to verify the absence of unresolved legal
matters relating to tenure transfers, royalties, or associated fees. Mining One has
therefore assumed that no legal impediments exist regarding the tenements under review
and that MGR holds the legal rights as purported. Responsibility for verifying tenure
and ownership lies with legal due diligence conducted by appropriately qualified
entities independent of Mining One.
2.4 Effective Date
The effective date for this CPR is deemed to be 31 December 2025 (“Effective Date”).
The Mineral Resource and Ore Reserve statement presented herein are reported as of 31
December 2025 and represent the status of the project as reviewed and accepted by
Mining One’s Competent Person.
2.5 Work Program
Mining One’s work program has comprised a comprehensive technical review of
available geological, mining, metallurgical, environmental, and socio-economic data.
This included assessment of exploration results, resource estimation methodologies,
mine planning, metallurgical test work, infrastructure requirements, and environmental
and social impact considerations. The program was designed to identify material risks
and opportunities, evaluate compliance with international reporting standards, and
provide a basis for informed decision-making by stakeholders.
2.6 Mining One Experience
Mining One brings extensive experience in technical due diligence, resource and reserve
estimation, mine design, and project evaluation across a wide range of commodities and
jurisdictions. The firm has a proven track record in preparing Competent Person’s
Reports for stock exchange listings and is recognized for its technical rigor,
independence, and adherence to international reporting standards.
APPENDIX III COMPETENT PERSON’S REPORT
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Some recent examples of Mining One related experiences is summarised in Table 2-1.
Table 2-1 Mining One Recent Related Experience Examples
Company Mining One Involvement Year
Sunrise Energy Metals (ASX:
SRL) . . . . . . . . . . . . . . . . .
Syerston Project Mineral Resources and
Ore Reserves Estimate
2025
Evolution Mining (ASX:
EVN) . . . . . . . . . . . . . . . . .
Cowal Gold Ore Reserves Estimate 2025
Wiluna Mining Corporation
(ASX: WMC) . . . . . . . . . . .
Wiluna Mineral Resources Estimate 2025
Terramin Australia Ltd (ASX:
TZN) . . . . . . . . . . . . . . . . .
Independent Technical Evaluation (ITE)
Report for a Project in Algeria
2025
Larvotto Resources (ASX:
LR V) . . . . . . . . . . . . . . . . .
Independent Technical Evaluation (ITE)
for Hillgrove Project
2025
Iltani Resources (ASX: ILT) . Orient East Mineral Resources Estimate 2025
PT Merdeka Copper Gold
Tbk. (IDX: MDKA) . . . . . .
Pani Gold Project Ore Reserves Estimate 2025
PT Indika Energy Tbk (IDX:
INDY) . . . . . . . . . . . . . . . .
Salu Bulo & Awak Mas Ore Reserve
Estimate Update
2025
MMG (HKEX: 1208) . . . . . . . Kinsevere Ore Reserves Estimate 2025
2.7 Project Team
This Competent Persons’ Report has been prepared by the following Mining One
professional with the key personnel with their positions and roles are summarised in
Table 2-2.
Table 2-2 Mining One Key Personnel List
Name Position Roles
Ievan Ludjio . . . . . . . . . Director/Principal Mining
Engineer
Competent Person for Ore
Reserves Estimate
Alex Lukomskyj . . . . . . Principal Resource
Geologist
Competent Person for
Mineral Resource
Estimate
Joseph Tachie-Menson . Principal Mining Engineer Mining, Ore Reserves, and
Project Financial Review
Cameron Farrington . . . Principal Mining Engineer Project Financial Review,
Overall Report Internal
Peer Review
Trent Jolly . . . . . . . . . . Principal Process Engineer Metallurgical, Processing,
and Tailings Review
David Lucas . . . . . . . . . Principal Geotechnical
Engineer
Geotechnical Review
Peter Gribbin . . . . . . . . Principal Hydrogeologist Hydrology, Hydrogeology,
ESG Review
The summary of key personnel experience and expertise is as follows:
• Ievan Ludjio, B.Eng Mining, FAusIMM CP (Mining), RPEQ — Director and
Principal Mining Engineer . Ievan is a Mining Engineer with over 25 years of
experience in the mining industry. He has held diverse technical roles in short,
medium, and long-term mine planning as well as production engineering, and has
contributed to projects across multiple study phases from concept through
feasibility to implementation. His expertise spans a wide range of commodities
including coal, gold, silver, copper, nickel, bauxite, iron ore, tin, limestone,
phosphate, and rare earths in various international jurisdictions. Ievan is a
Chartered Professional (Mining), Fellow of AusIMM (FAusIMM), Registered
Professional Engineer of Queensland (RPEQ), recognised Competent Person
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 475 ---
Indonesia for KCMI Ore Reserve Reporting for gold, base metals, tin, and coal,
and Competent Person for Ore Reserve reporting under Indonesia National
Standard (SNI 4726:2019).
• Alex Lukomskyj, B.Sc. (Hons.) Geology, MAusIMM — Principal Resource
Geologist. With more than 15 years of experience in mining and exploration, Alex
is a JORC Code Competent Person and NI 43-101 Qualified Person in reporting
Mineral Resources on international stock exchanges. Alex is highly skilled in
Datamine, Snowden Supervisor and Leapfrog, having produced both linear and
non-linear resource estimates for mining studies and technical due diligence
worldwide. His consulting work has covered underground and open pit projects
across a variety of commodities, with particular expertise in precious and base
metals. Prior to consultancy, Alex worked with multinational producers and
explorers in key mining regions including the West Australian Goldfields, Mount
Isa Inlier, Lachlan Fold Belt and Arizona Laramide Arc.
• Joseph Tachie Menson, B.Sc Mining Engineering, MAusIMM CP (Mining) —
Principal Mining Engineer. Joseph has 23 years of technical and operational
experience in multinational organisations. His career encompasses equipment
operation, f leet management, mine planning, supervision, contract
administration, and mine management, alongside expertise in financial
modelling, enterprise optimisation, explosives management, asset management,
and tailings storage facility oversight. Joseph has contributed to numerous
feasibility studies, served as the Competent Person for several Ore Reserves
Statement, and is proficient in a wide range of mining software including
Minemax, Surpac, Talpac, XPac, Whittle, Vulcan, Alastri, and others. He is a
Chartered Professional of AusIMM, holds the New South Wales (NSW) Quarry
Manager’s Certificate of Competency, and is currently pursuing an MBA at the
Melbourne School of Business.
• Cameron Farrington, MBA (Finance), B.Eng Mining, MAusIMM CP (Mining) —
Principal Mining Engineer. Cameron has nearly 30 years of experience in
technical and operational leadership across the global mining industry. He has
worked extensively across commodities such as iron ore, copper, gold, diamonds,
and coal, developing a strong understanding of value drivers unique to each. His
career spans site-based engineering through to senior leadership roles, including
his legislatively appointed position as Site Senior Executive in coal. Cameron’s
operational expertise is reinforced by his tenure as Fleet Perfor mance
Superintendent, where he managed large-scale fleets of haul trucks and dig units,
applying this knowledge to deliver numerous fleet optimisation studies from
concept to execution.
• David Lucas, B.Sc (Hons) Geophysics, MSc (Engineering Geology), MAusIMM
CP (Geotechnical), RPEQ — Senior Principal Geotechnical Engineer . David has
over 35 years of experience in mining and civil geotechnical engineering,
including nearly 30 years in mining across Australia and South-East Asia. He
specialises in slope stability for open-cut mining, with extensive experience in
rock and soil slopes, overburden dumps, and stockpiles across hard rock mines,
coal mines, and quarries. With a strong geological foundation, David integrates
geological understanding into geotechnical solutions. His career includes 12
years in site-based operational roles and two decades of consulting, covering
feasibility studies, mine closure, risk-based stability assessments, and stakeholder
engagement. He is a Chartered Professional of AusIMM and a Registered
Professional Engineer in Queensland and Victoria.
• Trent Jolly, B.Eng (Hons)/B.Com, DipML (Chinese) — Principal Process
Engineer . With over 15 years of experience in project delivery, process
optimisation, and operational improvement, Trent has worked in both site-based
and consulting roles, focusing on efficiency and optimisation of processing
plants. Trent’s expertise spans gold and base metals mineral processing and
hydrometallurgy, with involvement in studies from scoping through feasibility, as
well as commissioning and optimisation of site projects. He has a strong interest
in data analytics to drive process improvements and has recently developed
expertise in technical due diligence and valuations for large-scale international
mining acquisitions.
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• Peter Gribbin, DUC (Hydrogeology), MSc (Soil Mechanics), DIC (Civil
Engineering), B.Sc (Hons) Geology — Principal Hydrogeologist. Peter has over
35 years of experience across mining, civil engineering, geotechnics, and
hydrogeology. As a Chartered Professional Geologist, Peter has worked
extensively in Africa, Asia, Australasia, and the UK, applying integrated
geoscience solutions to mining, infrastructure, tunnelling, land development, and
water resource projects. His career includes significant periods in mining and
environmental regulation, followed by 15 years of consultancy supporting mining
and major infrastructure projects. He is particularly experienced in technical due
diligence for acquisitions, ASX listings, and the application of mining standards
codes for new operations.
2.8 Warranties
MGR has warranted to Mining One that full disclosure has been made of all material
information relevant to the project and that, to the best of its knowledge and belief,
such information is complete, accurate, and true. Mining One has no reason to doubt
the validity of these warranties.
2.9 Indemnities
In accordance with V ALMIN, MGR has provided Mining One with an indemnity under
which Mining One is to be compensated for any liability and/or any additional work or
expenditure resulting from any additional work required:
• Which results from Mining Ones’ reliance on information provided by MGR or to
MGR not providing material information; or
• Which relates to any consequential extension workload through queries,
questions or public hearings arising from this Report.
2.10 Compliance Statement
The information in this Report relating to MROR is based on work compiled by Mr.
Ievan Ludjio, FAusIMM, CP (Mining) and Mr. Alex Lukomskyj, MAusIMM, both
full-time employees of Mining One. Mr. Ludjio is the principal Competent Person,
responsible for the overall Report and for the Ore Reserve estimates, while Mr.
Lukomskyj is the Competent Person for the Mineral Resource estimates.
This CPR has been prepared in accordance with the Listing Rules of the HKEX. Both
Competent Persons have sufficient relevant experience with the style of mineralisation,
deposit type, and technical activities under consideration to qualify under the JORC
Code. They consent to the inclusion of their work in the Report in the form and context
in which it appears.
Peer review and quality control were conducted by Cameron Farrington and Joseph
Tachie-Menson, both are Mining One’s Principal Mining Engineer.
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2.11 Independence Statement
Neither Mining One nor any of the authors of this Report have any material present or
contingent interest in the outcome of this assessment, nor any pecuniary or other
interest that could reasonably be regarded as compromising independence. Mining
One’s professional fees for this assignment are based on standard daily rates plus
reimbursement of incidental expenses and are not contingent upon the outcome of the
Report.
Mining One has been involving with the project since the commencement of Definitive
Feasibility of the Project in 2023.
2.12 Consent
Mining One consents to this Report being included in full in the PT Merdeka Gold
Resources Tbk. prospectus, in the form and context in which the technical assessment is
provided, and not for any other purpose. Mining One provides this consent on the basis
that the technical assessments expressed in the Executive Summary and in the
individual sections of this Report are considered with, and not independently of, the
information set out in the complete Report and the Cover Letter.
2.13 Forward Looking Statement
This document may contain certain forward-looking statements. Such statements are
only predictions, based on certain assumptions and involve known and unknown risks,
uncertainties and other factors, many of which are beyond the company’s control.
Actual events or results may differ materially from the events or results expected or
implied in any forward-looking statement.
The inclusion of such statements should not be regarded as a representation, warranty
or prediction with respect to the accuracy of the underlying assumptions or that any
forward-looking statements will be or are likely to be fulfilled. Mining One undertakes
no obligation to update these statements if circumstances, estimates or opinions should
change and shall be indemnified for any claims or liabilities arising from reliance on the
information contained within.
The information in this document does not take into account the objectives, financial
situation or particular needs of any person or organisation. Nothing contained in this
document constitutes investment, legal, tax or other advice. The reader is cautioned not
to place undue reliance on forward-looking statements.
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3 OPERATING LICENCES AND PERMITS
The information presented in this chapter regarding operating licenses and permits has
been provided by MGR. Mining One has undertaken a review of this information;
however, no detailed legal or regulatory due diligence has been conducted. Mining One
has relied solely on the information supplied by MGR and has not independently
verified the status of the licenses or permits. Based on the information available, Mining
One is not aware of any issues that would prevent the issuance or continuation of the
permits, nor any matters that would impede the commencement or continuation of
mining and processing operations.
3.1 Mining Licences
The Mineral Resources and Ore Reserves Estimate reported in this statement comprises
the following concessions:
• PT Gorontalo Sejahtera Mining (“GSM”) Contract of Work;
• PT Puncak Emas Tani Sejahtera (“PETS”) Mining Production Permit (known as
IUP Operasi Produksi);
• PT Pani Bersama Tambang (“PBT”) Processing and Refining Special Permit
(known as IUP Pengolahan Pemurnian) – this permit has later been converted
into Industrial Business License (“IUI”) on 8 October 2021; and
• PT Pani Industri Nusantara (“PIN”) was established in mid-2025 for the
purposes of operating the CIL. The application for certain construction and
operation permitting is ongoing when this report is being prepared.
The details of Pani Gold Project Mining Licenses are summarised in Table 3-1,
accompanied with the license’s boundary illustrated in Figure 3-1.
Table 3-1 Pani Gold Project Mining Licenses Summary
PT Puncak Emas Tani
Sejahtera (PETS)
PT Gorontalo Sejahtera
Mining (GSM)
PT Pani Bersama Tambang
(PBT)
Approval
Issuer . . . .
Decree of the Head of
Investment Department
of ESDM and the
Transmigration Province
of Gorontalo
Decree of the Minister of
Energy and Mineral
Resources
Decree of the Head of
Investment Department
of ESDM and the
Transmigration Province
of Gorontalo
Approval No. . 30/DPM-ESDM-TRANS/
PER-IUP-OP/IV/2020
457.K/30/DJB/2017 10/DPMESDM-TRANS/
IUP-OP-OLAH/III/2019
Approval Date 20 April 2020 13 December 2017 14 March 2019
Expiry Date . . 23 November 2032 1 December 2049 14 March 2035
Status . . . . . IUP Operation Production
(IUP OP)
Contract of Work (CoW)
Amendment
IUP Processing Refinery,
converted into
Industrial Business
License (IUI) on 8
October 2021.
Area (Ha) . . . 100 14,570 720.71
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Figure 3-1 Pani Gold Project Mining Licenses
3.2 Other Operational Permits
Other related main operational permits are advised as follows:
a. Environmental Impact Statement (AMDAL) — known as Analisa Mengenai
Dampak Lingkungan (AMDAL), it is a mandatory, comprehensive, and legally
binding environmental impact assessment used to evaluate, mitigate, and manage
the significant impacts of mining projects (exploration, operation, post-mining)
on the environment and surrounding communities. It acts as a necessary
prerequisite for obtaining environmental approval and mining business licenses
(IUP). The details of the permit secured for the project are discussed in Section
13.4.1.
b. Government of Indonesia Feasibility Study — The other mandatory approval
required is the Government of Indonesia Feasibility Study (GoIFS) issued by the
Directorate General of Mines and Energy, Ministry of Energy and Natural of
Resources and Energy (ESDM). This submission focuses on technical aspects and
the projects economics and is considered interdependent with the AMDAL.
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c. Approval of Forest Areas Utilisation — known as Persetujuan Penggunaan
Kawasan Hutan (“PPKH”) or formerly IPPKH, is a legal permit issued by the
Ministry of Environment and Forestry (“KLHK”) allowing mining operations to
occur within state-designated forest zones. The details of the permit secured for
the project are discussed in Section 13.4.3.
d. The Spatial Plan Conformity Permit (KKPR) — known as K esesuaian Kegiatan
Pemanfaatan Ruang (“KKPR”), formerly Izin Lokasi , is a mandatory approval in
Indonesia ensuring that mining activities align with the national or regional
Spatial Plan (RTRW/RDTR). It verifies that the proposed mining area is suitable
for land use, acting as a prerequisite for business licenses and environmental
approvals to ensure sustainable and compliant operations. The details of the
permit secured for the project are discussed in Section 13.4.4.
e. Tailings Dam Facility Permit — The jurisdiction of the assessment/approval of
the construction and operation of dam for Tailing Storage Facilities is in the
Ministry of Public Work ( Pekerjaan Umum /“PU”). The details of the permit
secured for the project are discussed in Section 13.4.5.
f. Technical Approval (PERTEK) — In Indonesia’s mining sector, the Technical
Approval Permit ( Persetujuan Teknis/PERTEK ) serves as a critical, mandatory
authorization verifying that a company’s operational plans comply with safety,
engineering, and environmental standards. It is essential for obtaining Mining
Business Licenses (IUP), specifically for approving detailed mine plans,
processing facilities, and environmental management before operations
commence. This is further discussed in 13.4.6.
g. 5-Year Reclamation Plan and Mine Closure Plan — The plan is an approved
document for IUP/IUPK holders to restore post-mining land, ensuring
environmental stability, ecological rehabilitation, and proper waste management.
These plans, regulated under Law No. 3/2020, prevent environmental damage,
facilitate land reclamation, and must include a guarantee fund, with failure
resulting in up to 5 years of imprisonment and significant fines.
Mining One also have been advised that other Legislative and Regulatory Requirements
such as permits for explosive, port, use of water, electrical, and fuel storage are already
in place.
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4 REGIONAL DESCRIPTION
4.1 Location and Accessibility
The Pani Gold Project is situated at Mount Pani (Gunung Pani) in the Pohuwato
Regency of Gorontalo Province, located on the northern arm of Sulawesi Island,
Indonesia (Figure 4-1). The project area lies approximately 15 km inland from the
coastal town of Marisa, which functions as the administrative and logistical centre for
the region. The site is positioned within rugged tropical terrain characterised by steep
hillsides and dense rainforest, with elevations ranging from approximately 450 m to 780
m above sea level.
Figure 4-1 Pani Gold Project Location Map
Access to the project is via Gorontalo City, the provincial capital, which is serviced by a
commercial airport with regular connections to major Indonesian hubs. From
Gorontalo, the project is reached via the Trans-Sulawesi Highway and a network of
provincial sealed roads. These routes provide reliable access for both light and heavy
vehicles; however, several sections remain unsealed and may require upgrading or
seasonal maintenance to support construction and mining traffic.
Marine access is available through the Marisa – Bumbulan coastal port facilities, which
offer potential support for the delivery of bulk materials, equipment, and fuel. Overall,
access to the Pani Gold Project is considered robust, with seasonal rainfall representing
the primary factor influencing logistics planning and road conditions.
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4.2 Climate
The Mount Pani region experiences a tropical equatorial climate characterised by
consistently high temperatures, elevated humidity, and pronounced seasonal rainfall.
Climatic conditions are influenced by regional monsoonal systems and the project’s
proximity to the Gulf of Tomini.
Rainfall is the dominant climatic factor, with a distinct wet season occurring from
October to March, associated with the northwest monsoon. During this period, the
majority of annual precipitation occurs, and total annual rainfall typically exceeds
2,000 mm. Intense, short-duration storm events are common and can result in rapid
surface runoff, localised flooding, and temporary access constraints.
The drier season extends from April to September, although intermittent convective
rainfall may still occur. This period generally provides more favourable conditions for
field activities.
Daily temperatures remain relatively stable throughout the year, ranging from
approximately 23°C to 32°C at lower elevations, with slightly cooler conditions at
higher altitudes. Relative humidity commonly exceeds 75%, particularly during the wet
season and overnight periods.
Prevailing winds are typically light to moderate and vary seasonally in response to
monsoonal circulation patterns. Severe cyclonic activity is uncommon in northern
Sulawesi; however, heavy rainfall associated with monsoonal systems remains a key
climatic consideration for project planning.
4.3 Local Resources
Sulawesi’s economy is supported primarily by agriculture, fisheries, and mining, with
forestry playing a diminishing role. Agriculture and fisheries remain the dominant
sources of employment across rural areas, while mining, particularly nickel and gold,
represents a major contributor to national investment, export revenue, and
infrastructure development.
Within Gorontalo Province, mining activity is limited but expanding. The region has a
history of mineral exploration, particularly for gold, although no large-scale mining
operations have yet been established.
Local communities surrounding the Pani area provide access to a semi-skilled and
unskilled workforce suitable for construction, earthworks, and general operational
support. Labour availability is generally favourable, with competitive wage rates
relative to major Indonesian mining regions. Skilled technical labour, including
engineering, geology, mechanical, and electrical trades, is less abundant locally but
readily sourced from established mining centres elsewhere in Indonesia. The country
maintains a well-developed mining and industrial workforce, and mobilisation of
experienced personnel to Gorontalo Province is considered feasible.
Growth in Indonesia’s mining sector has been accompanied by expansion of vocational
institutions and regional universities, supporting the development of mining-related
professional skills. As such, the region is well positioned to contribute to the workforce
requirements of the Pani Gold Project.
Local contractors and service providers are available to support early works, while
large-scale infrastructure development may require specialist national or international
contractors, consistent with industry practice. With recent growth in the Indonesia
mining sector, it is evident that undertaking construction and operations support at
Pani is unlikely to be a constraint.
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Heavy mining equipment, specialised plant, and high-voltage electrical components are
expected to be imported through major Indonesian ports and transported to site by
road, requiring appropriate logistics planning to account for road conditions and
seasonal weather.
Early engagement with local communities and structured employment and procurement
strategies will be important to maximise local participation, manage expectations, and
support workforce stability during construction and operations. The region has prior
exposure to mineral exploration and small-scale mining, and community awareness of
mining activities is generally well developed.
The project will be predominantly supplied by road transport. Despite seasonal
challenges, existing infrastructure is considered adequate to support operations. Fuel
will represent one of the largest consumables and will require regular deliveries to
maintain on-site inventory; no significant impediments to fuel supply have been
identified.
The local power grid has been assessed as capable of supporting the initial phases of the
project. A power supply agreement with the state-owned utility PT Perusahaan Listrik
Negara (PLN) has been executed, and a 150 kV transmission line connecting the project
to the regional grid was energised in October 2025, ensuring reliable power availability
for early project development.
4.4 Physiography
The Pani Gold Project is located within the northern arm of Sulawesi Island, an area
characterised by complex volcanic and tectonic landforms associated with an active
convergent plate boundary. The physiography is dominated by rugged, dissected
uplands with steep relief and deeply incised drainage systems.
The project area comprises a series of steep ridges, narrow crests, and irregular hill
slopes forming part of a broader volcanic highland system. Elevations range from
approximately 450 m to 780 m above sea level, with local relief commonly exceeding 200
– 300m. Slopes are frequently steep, often exceeding gradients of 25 –35°, particularly
along ridge flanks and valley walls.
Topography is strongly influenced by volcanic construction and subsequent erosional
processes, resulting in uneven terrain with sharp ridgelines, spur-and-gully
development, and limited flat ground. Drainage is predominantly dendritic to
sub-dendritic, with numerous short, high-gradient streams flowing toward the lowlands
and ultimately into the Gulf of Tomini. These channels are typically narrow, deeply
incised, and highly responsive to intense rainfall events, contributing to rapid runoff
and elevated erosion potential.
Soils are generally residual, highly weathered, and derived from volcanic materials.
They are typically clay-rich and lateritic in places, with reduced strength and increased
plasticity when saturated. Colluvial deposits are common on mid- to lower slopes, while
limited alluvial sediments occur within narrow valley floors.
Vegetation cover consists predominantly of dense tropical rainforest, which provides
partial slope stabilisation but obscures many surface geomorphological features.
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5 GEOLOGICAL SETTING AND MINERALISATION
5.1 Regional Geology
Pani is located in the central section of the north arm of Sulawesi, Indonesia (Figure
5-1). Gorontalo is a historically well-known gold and base metal district and one of
several metallogenic belts in Indonesia. Extraction of precious metals began during
Dutch colonisation in the late 19th century. The sub-districts of Paleleh and Tilamuta
are some of the historical prospects along the northern coast of the Celebes region and
were part of The Netherland’s ‘Oost-Indie’ colony.
Figure 5-1 Pani Regional Tectonic Setting
Pani is located within the Tertiary magmatic arc of North Sulawesi and surrounded by
three active tectonic plates. The relative movement of these plates creates complex
deformation zones at the regional level. Mio-Pliocene Intrusions and Plio-Pleistocene
volcanics are the main rock units that underlie Pani. The WNW-ESE trending lithology
contacts are parallel with the Gorontalo pull-apart structure.
5.2 Property Geology
The general stratigraphy of the Pani district is divided into three distinct sub-domains:
(1) the Miocene intrusive basement, (2) overlain by Pliocene intrusive rocks (3) and the
adjoining volcanic rocks of the Pani Volcanic Complex (PVC). The basement rocks,
comprising granodiorite, diorite, quartz diorite and andesite, are absent in areas such as
Ilota, Baganite and Pani Ridge. A conceptual geological model and stratigraphic
column for Pani is shown in Figure 5-2 and Figure 5-3 respectively.
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Figure 5-2 Conceptual Model of Ilota – Baganite - Pani Ridge
Figure 5-3 Pani District Stratigraphy
5.3 Mineralised Zones
The geology of the Pani gold deposit is complex. Gold mineralisation is hosted within
the Baganite volcanic dome complex which comprises massive and flow-banded
rhyodacitic lithologies and associated rhyodacitic breccias. Gold mineralisation appears
to be controlled by a combination of lithology, alteration and structure. In terms of
structural controls, gold mineralisation is hosted within extensional fractures and
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occurs mostly as free gold. Gold and silver mineralisation at Pani is associated with
open space oxide-sulphide fracture fillings stockwork, veins and narrow mosaic
hydrothermal breccia within the dominantly silica altered host rock. Mineralisation
appears to be controlled by pre-existing fractures and faults. These zones have
dominant orientations of ENE-WSW and NNE-SSW . The structures are moderate to
steeply and dipping to the west. A conceptual image of Pani alteration and
mineralisation is shown in Figure 5-4.
Figure 5-4 Pani Conceptual Section of Geology and Mineralisation
The majority of sulphides are hosted within a large number of millimetre-wide
fractures, confined thickness quartz veinlets, subordinate quartz veins and narrow
mosaic hydrothermal breccias. Pyrite is the dominant sulphide mineral (< 1% by mass)
± galena ± sphalerite hosted as micro inclusions. Low to moderate grade (0.2 - 1.0g/t
Au) zones generally exist as broad, continuous zones of mineralisation. Higher grade
mineralisation (> 1g/t Au) exhibits a more variable grade distribution with increased
continuity.
5.4 Deposit Types
Pani is classed as a low-sulphidation epithermal gold deposit type with mineralisation
associated with open space oxide-sulphide fracture fillings, stockwork veins and narrow
mosaic hydrothermal breccias within dominantly silica altered host rock. There are four
dominant types of alteration zones commonly associated with low-sulphidation
deposits: silica-smectite (SI-CY), silica-chlorite (SI-CH), clay-silica (CY-SI) and
clay-chlorite (CY-CH). The silica-clay alteration zone is associated with the main
mineralisation. A simplified conceptual model of Pani’s alteration is shown in Figure
5-5.
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Figure 5-5 Simplified Pani Alteration Model
The alteration at Pani formed under low -temperature conditions, consistent with the
low-sulphidation deposit type. This is characterised by large quantities of white
mica-illite across all alteration zones, predominantly as illite and illite-smectite.
Alteration in low-sulphidation deposits form from near-neutral pH thermal waters with
decreasing temperatures at shallower depths and further from fluid flow paths. Primary
mineralisation is linked to muscovite composition above the oxide transition zone. At
deeper levels, below the oxidation zone, phengite becomes dominant and mineralisation
decreases. These changes in white mica composition and crystallinity correspond to low
angle dipping structures that define the main mineralisation trend at Pani.
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6 EXPLORATION
6.1 Exploration History
The exploration history of the Pani Project is outlined in Table 6 -1 accompanied by drill
collar distribution illustrated in Figure 6-1. A resource infill drilling program was
completed in 2024.
Table 6-1 Pani Project Work History 1970-2024 for the combined GSM CoW and PETS IUP
Figure 6-1 Pani Drilling Campaigns 1970 – 2024
Refer to Table 7-2 to Table 7-4 for a summary of exploration work completed to date
including number of drillholes, their type, metres drilled and metres sampled.
The Gunung Pani gold prospect was first identified at the turn of the 20th century, when
Dutch interests were drawn to the area by active local alluvial mining. Early Dutch
underground mining attempts were undertaken on two occasions. However, neither
effort achieved sustained success. The workings remained as the only evidence of early
exploration until modern companies revisited the area decades later.
Modern exploration began between 1967 and 1969, when Newmont Limited conducted
reconnaissance work that included sampling of the historic Dutch adits. Assay results
ranged from 1.24 to 13.4 g/t Au, but Newmont Limited elected not to advance the
project further.
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Systematic regional exploration commenced in 1970 under a 12,000 km 2 government
concession held by PT Tropic Endeavor Indonesia. This work delineated a
northeast -trending corridor of anomalous gold mineralisation centred on Gunung
Pani.
In 1973, Kennecott Exploration (Australia) Ltd. entered a joint venture with Tropic
Endeavor and undertook more detailed geological mapping, channel sampling of the
Dutch workings, and surface sampling. Bulk samples were collected for metallurgical
testing, which demonstrated gold recoveries of up to 98% using direct cyanidation with
low reagent consumption. Kennecott withdrew from the project in 1976.
Utah International subsequently entered into an agreement with Tropic Endeavor in
1980 and resumed exploration in 1981. Geological mapping and re-sampling of
trenches and adits confirmed earlier results. In 1982, seven vertical HQ diamond drill
holes (GPD-1 to GPD-7) totalling 1,739.4m were completed, accompanied by
additional bulk sampling from surface exposures and three new adits totalling 219.7m.
Tropic Endeavor relinquished the property in 1986.
Following relinquishment, PT Aneka Tambang acquired the area under Kuasa
Pertambangan (KP) 318. In 1987, BHP –Utah Pacific secured an 80% interest and
assumed management of the project. A second drilling campaign was completed
between 1990 and 1991, comprising 22 inclined holes (GPD -8 to GPD-28 and
GPD-28E) for 2,817.5 m, all located along Pani Ridge. Extensive 1 m channel sampling
of 2.8 km step trenches and 1 km road cuts was also undertaken. Although drilling
returned encouraging results, no updated resource estimate was produced. BHP –Utah
Pacific withdrew from the joint venture in 1993.
In 1994, the Indonesian government granted a 100 -ha block centred on Gunung Pani to
the local cooperative KUD “Dharma Tani Marisa” under KP DU 360. Small-scale
miners subsequently operated within the block using simple sluicing and amalgamation
techniques. In 1996, KUD entered a Technical Cooperation Agreement with PT Pertiwi
Nusa Mega (Pertiwi), which later formed a joint venture with Paramount Ventures and
Finance Inc. (Paramount). Paramount completed detailed mapping, trenching, and 16
diamond drill holes totalling 1,915 m before the joint venture was mutually terminated
on 18 May 1998. Azure Resources Corp. later signed a Memorandum of Understanding
(MoU) with Pertiwi in 1999 to acquire a majority interest (90%) in the Pani Joint
Venture.
Additional modern exploration was undertaken by One Asia Resources (One Asia),
which secured an option over the Pani property in 2009 and drilled 137 holes totalling
26,017.70m. PT Merdeka Copper Gold Tbk later acquired the PETS IUP in December
2017 and completed 484 drill holes for 86,598.95 m.
Parallel to these developments, Newcrest Nusa Sulawesi (NNS) obtained rights to the
broader Pani project area (excluding the KUD block) in 1994 and drilled 28 scout
diamond holes totalling 4,711.85 m. PT J Resources Nusantara (JRN) acquired GSM
from Avocet in 2011 and undertook extensive drilling, completing 684 holes for
106,660.70m. PT Merdeka Copper Gold Tbk acquired GSM in December 2021. In Q4
2025, exploration activities resumed at the Kolokoa Prospect, south of the Pani Mining
Area. Two diamond drilling rigs completed 12 holes for a total of 2,199.5 metres,
identifying new mineralisation zones. Diamond drilling remains ongoing during this
reporting period, including detailed geological mapping and channel sampling.
Collectively, more than a century of intermittent exploration and mining activity has
progressively advanced the geological understanding of the Pani Gold Project,
culminating in the extensive modern drilling datasets that underpin current
interpretations and resource evaluations.
6.2 Trenching and Tunnelling Exploration
6.2.1 Trenching
Refer to section 6.1 for historical trenching completed at the Pani project.
6.2.2 Underground Channelling
Refer to section 6.1 for historical underground channelling completed at the Pani
project.
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6.3 Exploration Drilling
Historical exploration drilling at the Pani project is detailed in section 6.1. Pani
exploration drilling was designed, captured and stored in the survey system as presented
in Table 6 -2.
Table 6-2 Pani Survey System
Survey Factor Pani Survey System
Reference co-ordinate system . . . . . . . . . . . . . . . . . SRGI2013
ESPG Geodetic Parameter Dataset . . . . . . . . . . . . . 9481
Spheroid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . WGS84
Projection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UTM
Zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 NORTH
Geoid model . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EGM96
Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . METRIC
The base topography file used for exploration drill design and planning was derived
from a LiDAR survey undertaken by PT Surtech Indonesia in December 2022. Tiled
products derived from this survey included 1 m contours and a digital terrain model
(DTM) of ± 0.1m vertical accuracy and horizontal accuracy ± 0.15 m.
In 2024, a topography survey update was conducted by Pani’s survey team using a
Sokkia Total Station, with an accuracy of ± 2 mm. The combination between LiDAR
and updated surface survey was used as the final topography in the mineral resource
estimate declared in Q2 2024. An updated topography survey was completed on 31
December 2025 and used to deplete the estimate as a basis for end of year resource and
reserves reporting.
The collar locations were measured by a company surveyor. Since 2022, the collar
coordinates are surveyed using the Total Station Sokkia iM-50 Series Reflector with
precision level ± 2mm. On previous drilling campaigns the survey program was
conducted using Total Station Sokkia equipment with a precision of ± 10mm. The
coordinate system used is datum WGS 1984, UTM Zone 51 Northern Hemisphere.
Collars survey data is considered acceptable for an estimation of Mineral Resources
presented in this report.
Downhole surveys have been taken routinely throughout the projects history with
surveys conducted on nominal 25 m intervals downhole and at end of hole. There is no
downhole information for tools used in historic drilling by BHP, NNS and Paramount.
A total of 35 historical drill holes for a total of 5,639 m is not included in the
estimation. The downhole survey tools used by both previous companies PT One Asia
(PETS licence) and PT J Resources (GSM licence) are Gen4 Proshot.
MGR downhole surveys for the drilling program in 2022 used a Reflex EZ Trac by
IMDEX, switching to a Champ Magshot on 31 January 2024 All downhole surveys are
recorded at 25 m from the start of the hole, then 50 m, then every 50 m as well as at end
of hole.
The calibrations of all down hole tools were reviewed weekly by confirming the dip and
azimuth of three fixed non-magnetic tubes. Any tools that are out of calibration are
returned to the vendor and replaced with standby units on site.
The drilling conducted over the Pani Project area consisted of triple tube diamond
drilling (DD) ranging in core sizes from PQ3, HQ3 to NQ3. Drill hole spacing at surface
ranges from 40 m to 20 m in more densely drilled areas. The drill hole location and
inclination vary depending upon ground conditions, topography, drilling platforms and
the geometry of the mineralised trends.
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All drill holes were geologically logged, including the lithology, alteration, oxidation
and mineralisation from surface to end of hole (EOH) using a standardised legend and
template. Observations have been validated by on -site supervisors, stored core
inspections, internal studies and various reviews by epithermal experts.
Geotechnical logging has been undertaken at each drill site since 2011. The essential
data captured is block-to-block recoveries, RQD, breaks, hardness, and weathering.
Structure information also been logged with help from IQ logger tools to obtain alpha,
beta and strike/dip measurements. Since 2022, hardness measurements have been
measured using Equotip tools, at 10 cm intervals, which are averaged and reported at
1 m intervals. Equotip results are a ratio of rebound impact velocity known as Leeb
hardness.
6.4 Sampling, Sample Preparation and Analysis
6.4.1 Drill Core Samples
Half-core sampling was undertaken in accordance with industry best-practice standard
operating procedures. Sample intervals of approximately 2m, adjusted where necessary,
were determined by the logging geologist based on observed geological characteristics,
ensuring that each interval accurately reflected changes in lithology, mineralisation, or
structural features.
6.4.2 Underground Channel Samples
Not applicable – no underground channel samples have been captured by MGR.
6.4.3 Bulk Density Samples
Throughout the project’s history, bulk density measurements were taken routinely using
the water immersion method. The methodology involved selecting intervals with sample
lengths typically 0.1 m. Samples were dried at 65°C for two hours, and the density was
calculated by dividing the weight of the sample in air by the weight of the sample in
water. The following was captured per sample interval:
• Hole ID, Depth From (m), Depth To (m), Interval (typically = 0.1m)
• Wt_Air (weight of unwaxed core in air)
• Wt_Waxed _Air (weight of waxed core in air)
• Wt_Waxed_Water (weight of waxed core in water)
• Density calculation
Historically, the samples were coated in wax or cling wrap, and the current
methodology uses clear plastic films.
6.4.4 Sampling and Sample Preparation
Sample preparation is carried out at the independent on -site Intertek laboratory
preparation facility and includes the following steps:
• The entire half-core sample is crushed to 6 mm using a Terminator jaw crusher.
• The 6 mm material is further crushed to 2 mm using a Smart Boyd crusher.
• A 1.5 kg sub-sample is collected from the Boyd-crushed material using a rotating
sample divider (RSD).
• The 1.5 kg sub-sample is pulverised to 75 µm using Lab technics LM2 pulverisers.
• Prior to 2021, 200 g of pulverised material was sent to Intertek Jakarta for
analysis. Since 2021, the protocol has been updated, and 250 g of the pulp is now
sent to Geoservices Jakarta for analysis as more material is required for
additional geochemical analyses.
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The historical sampling and sample preparation followed industry -standard methods,
except for the PETS historical samples. In 2022, MGR conducted a resampling program
for all PETS historical samples, totalling 26,017.70m from 137 drill holes.
All data used in this estimation are using the validated historical samples, resampled
results or are routine samples. No adjustments or calibrations were made to any of the
data used in the MRE.
Since 2022, all samples have been assayed by PT Geoservices at their Jakarta laboratory.
Prior to this, samples were assayed by Intertek and SGS. All samples are being assayed
using Fire Assay 50 grams for Au and GAI01 with 4 Acid Digest for a 36-element suite.
Since 2023, MGR added GAA02A analyses for Ag. The elements of interest include:
• Au ppm – Assayed using 50g for fire assay with lower detection limit 0.005ppm
• Ag ppm – Assayed by GAI01 with 4 -acid digest, lower detection limit of 0.5ppm,
If the results are below the detection limit, further analysis will be conducted
using the GAA02A method, which has a lower detection limit of 0.1ppm
• As ppm – Assayed by GAI01 with 4 -acid digest, lower detection limit of 2ppm
• S pct – Assayed by GAI01 with 4 -acid digest, lower detection limit of 0.01%
• Ca pct – Assayed by GAI01 with 4 -acid digest, lower detection limit of 0.01%
• Fe pct – Assayed by GAI01 with 4 -acid digest, lower detection limit of 0.01%
6.5 Quality Assurance and Quality Control (QAQC) Programs
QAQC procedures included standards, blanks, duplicates, and check laboratories. Out
of range results were communicated to PT Geoservices for further action or explanation
before assay batches were loaded to the database. QAQC statistics, as summarised in
Table 6-3, were compiled by the QAQC Team. The CP has reviewed QAQC results and
has found no material issues.
Table 6-3 Sample Analyses Statistics
Sample Type
Number Samples Assessed
Au Ag
Drill half core . . . . . . . . . . . . . . . . . . . . . . . . . . 170,602 102,448
Coarse Blanks . . . . . . . . . . . . . . . . . . . . . . . . . . 4,748 2,885
Pulp Blank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 595 585
Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,571 6,879
Pulp Duplicates . . . . . . . . . . . . . . . . . . . . . . . . . 8,592 3,902
Coarse Duplicates . . . . . . . . . . . . . . . . . . . . . . . 3,107 2,567
Intertek (ITS) on-site preparation facility reports included sieve test results to prove
95% passing 2mm at the crushing stage and 95% passing -75 µm (-200 #) at the
pulverisation stage. The current reporting frequency is 1 in 20. As expected, a data
review did not reveal any material issues. All 2017 - 2022 sieve test results were at or
above 95%. Figure 6-2 and Figure 6-3 highlight the sieve test passing on 2 different sizes
(2 mm and 75 µm) being above 95% consistently through the exploration programs.
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Figure 6-2 Sieving Test - 2mm
Figure 6-3 Sieving Test – 75µm
6.5.1 Duplicates
Coarse duplicates and pulp duplicates are used for checking the sample homogeneity
corresponding to the sample preparation process. The coarse duplicates were taken
from the Boyd crusher rotating sample divider of 2 mm grind size with a rate of 1 in 20
samples starting in 2021. RSC notes that there is no statistically significant bias.
Coarse duplicates for gold demonstrated consistently good performance from 2021 to
2023, with over 80% of the data population showing an RPD (relative pair difference)
below 20% across all grade ranges. However, in 2024, CDUP performance declined,
with all grade ranges falling below the 80% threshold. Despite the RPD formula’s
sensitivity to the low -grade range, the high-grade range (> 0.3 ppm in Pani Ridge and >
0.5 ppm in Baganite) still achieved 60% of the data population below 20% RPD,
suggesting a potential issue in the laboratory sample preparation stage. The
investigation has been conducted with some recommendations: regular checks and
inspections of the sample preparation laboratory, as well as the implementation of a
scoring/fingerprint system.
Due to the low silver content in Pani and the high detection limit for silver in the
analytical methods, coarse duplicate performance for silver falls below expectations.
The duplicate performance tables are summarised in Table 6-4 and Table 6-5.
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Table 6-4 Coarse Duplicate Performance for Gold
Year 2021 2022 2023 2024
Laboratory . . . . . . . . . . Intertek Geoservices Geoservices Geoservices
Statistic
No. Pairs . . . . . . . . . . . 137 922 1,664 384
No. Below Det. Limit
samples . . . . . . . . . . . 6 16 46 17
RPD
% Assays within 5% . . . 32% 44% 31% 21%
% Assays within 10% . . 50% 73% 61% 38%
% Assays within 15% . . 65% 88% 81% 48%
% Assays within 20% . . 72% 93% 87% 58%
Average RPD% . . . . . . . 16% 9% 12% 23%
CV . . . . . . . . . . . . . . . . 0.18 0.12 0.14 0.22
Table 6-5 Coarse Duplicate Performance for Silver
Year 2021 2022 2023 2024
Laboratory . . . . . . . . . . Intertek Geoservices Geoservices Geoservices
Statistic
No. Pairs . . . . . . . . . . . 61 811 1,354 341
No. Below Det. Limit
samples . . . . . . . . . . . 82 127 356 60
RPD
% Assays within 5% . . . 39% 43% 52% 43%
% Assays within 10% . . 52% 49% 56% 48%
% Assays within 15% . . 62% 55% 61% 53%
% Assays within 20% . . 82% 62% 67% 56%
Average RPD% . . . . . . . 11% 20% 18% 25%
CV . . . . . . . . . . . . . . . . 0.12 0.22 0.22 0.28
For each sample batch submitted, the laboratory was required to generate a pulp
duplicate at a nominal frequency of 1 in 20 primary samples. These duplicates were
incorporated into the assay workflow to support ongoing quality control evaluation.
Within the validated database, pulp duplicates are identified using the designation “SS”
(second split).
Review of the duplicate assay dataset indicates that analytical performance for gold
differs between the pre -MGR period (prior to 2020) and the MGR period. RSC
observed that duplicate precision for gold in the pre-MGR dataset is comparatively
poorer, whereas data generated during the MGR period demonstrates improved
reliability. Precision assessments are based on Relative Percent Difference (RPD)
metrics. The underlying cause of the reduced precision in the historical (pre-2020) gold
dataset remains undetermined.
In contrast, silver duplicate results exhibited lower reliability overall. This reduced
precision is attributed primarily to grade-related effects, particularly the increased
analytical variability associated with low-grade silver concentrations.
The details of the pulp duplicates for gold and silver are summarised in Table 6-6 and
Table 6-7.
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Table 6-6 Pulp Duplicate Performance for Gold
Year
Historical
(Pre- 2020) 2020 - 2021 2022 2023 2024
Laboratory . . . . . . . . Intertek SGS Intertek Geoservices Geoservices Geoservices
Statistic
No. Pairs . . . . . . . . . 2,146 2,331 713 1,188 1,975 239
No. Below Det. Limit
samples . . . . . . . . . 98 290 13 50 116 13
RPD
% Assays within 5% . . . 19% 36% 22% 50% 41% 48%
% Assays within 10% . . 31% 53% 40% 78% 74% 80%
% Assays within 15% . . 42% 67% 52% 91% 90% 95%
% Assays within 20% . . 52% 76% 61% 95% 95% 99%
Average RPD% . . . . . 27% 15% 21% 7% 8% 6%
CV . . . . . . . . . . . . . 0.27 0.16 0.21 0.08 0.07 0.06
Table 6-7 Pulp Duplicate Performance for Silver
Year
Historical
(Pre-2020) 2020 - 2021 2022 2023 2024
Laboratory . . . . . . . . Intertek SGS Intertek Geoservices Geoservices Geoservices
Statistic
No. Pairs . . . . . . . . . 853 n/a 311 970 1,570 198
No. Below Det. Limit
samples . . . . . . . . . 641 n/a 160 267 520 54
RPD
% Assays within 5% . . . 47% n/a 48% 41% 51% 42%
% Assays within 10% . . 52% n/a 66% 48% 57% 48%
% Assays within 15% . . 59% n/a 78% 53% 63% 50%
% Assays within 20% . . 69% n/a 91% 58% 68% 54%
Average RPD% . . . . . 16% n/a 8% 23% 18% 25%
CV . . . . . . . . . . . . . 20% n/a 9% 25% 22% 27%
6.5.2 Certified Reference Material - CRMs
A standard was inserted in the sample run at a frequency of 1 in 20 during GSM -JR and
MGR period while One Asia used a frequency of 1 in 9. Resource development drilling
campaigns predominantly relied upon certified reference material (CRM) prepared by
Ore Research & Exploration Pty Ltd (Australia) (OREAS) ( https://www.oreas.com ).
Historical drilling programs used commercially available CRMs while current drilling
uses commercial CRM and Pani ore sourced from coarse reject drill samples for matrix
matched CRMs.
OREAS nominated a tight 95% tolerance range while MGR nominated a conventional
± 2 standard deviation (SD) range. All CRM results from the resampling program have
replaced the historical PETS CRM analysis.
MGR applied a Z-Score formula, as advised by RSC Mining and Mineral Exploration
(Consultants), since early 2024 to describe good and bad CRM performance. The
Z-score is a statistical measure that describes a data point’s relationship to the mean of
a group of data points. It is expressed in terms of standard deviations from the mean. If
a Z-score is 0, it indicates that the data point’s score is identical to the mean score. A
Z-score can also be positive or negative, indicating whether the data point is above or
below the mean and by how many standard deviations. The formula of the Z-score is:
Z Score = (X – µ)
σ
Where:
• X is the value of the data point.
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• μ is the mean of the data set.
• σ is the standard deviation of the data set.
Table 6-8 RSC’s CRM Performance Z-Score Parameter
Absolute Average Z-Score Performance
≤ 0.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Excellent
> 0.2 - 0.4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Good
> 0.4 - 0.8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acceptable
> 0.8 - 1.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marginal
> 1.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Acceptable
For historic gold CRMs, several samples show the results were less reliable in the
low-grade range. The bulk of the apparent Au drift is deemed immaterial as they occur
below 0.3ppm and appear to be due to inhomogeneity in the CRM rather than a
laboratory error.
The performance of the historical CRMs is as follows:
• Oreas 18C (n=247, outliers=39) showing marginal performance during GSM_JR
in both laboratories SGS and Intertek Jakarta with average bias -4.90% with
actual mean of 3.35ppm Au and certified value of 3.52ppm Au. A high bias was
observed during March - April 2012 period.
• Oreas 250 (n=610, outliers=60) showing marginal performance during GSM_JR
in both laboratories SGS and Intertek Jakarta with average bias 5.52% with
actual mean of 0.33ppm Au and certified value of 0.31ppm Au. A high bias was
observed during 2017 - 2018 period.
• Oreas 252 (n=48, outliers=3) showing marginal performance during GSM_JR in
Intertek laboratory with 2.49% bias with actual mean of 0.69ppm Au and
certified value of 0.69ppm Au. A high bias was observed during 2016 - 2017
period.
• Oreas 61F (n=7, outliers=2) showing marginal performance during GSM_JR in
Intertek laboratory with 2.17% bias with actual mean of 4.70ppm Au and
certified value of 4.60ppm Au. A high bias was observed during 2018 period
MGR drilling and assay programs utilised two types of CRMs for gold – commercial
Oreas and matrix matched versions. Marginal and non -acceptable performance
occurred for matrix matched CRMs at Intertek during the initial period the matrix
match was used (Figure 6-4). This was because of the poor laboratory calibration when
the sample preparation lab was set up. The situation improved once the laboratory was
running in a steady state. The details of marginal and non-acceptable CRMs are:
• PANI-1 (n=14, outliers=13) showing non-acceptable performance with 47.69%
bias with actual mean of 0.32 ppm Au and certified value is 0.22 ppm Au
• PANI-2 (n=22, outliers=21) showing non-acceptable performance with 29.51%
bias with actual mean of 0.27 ppm Au and certified value is 0.21 ppm Au
• PANI-3 (n=33, outliers=1) showing marginal performance with -3.79% bias with
actual mean of 0.48 ppm Au and certified value is 0.50 ppm Au.
• PANI-4 (n=16, outliers=2) showing marginal performance with 3.63% bias with
actual mean of 0.49 ppm Au and certified value is 0.47 ppm Au
• PANI-6 (n=8, outliers=1) showing marginal performance with 5.55% bias with
actual mean of 0.99 ppm Au and certified value is 0.94 ppm Au
The list of gold CRMs samples used in the estimation are outlined in Table 6-9.
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Figure 6-4 The Matrix Matched Performance (Z-Score)
Table 6-9 Gold CRM Performance
Lab Standard ID
CRM (Au ppm) Laboratory (Au ppm)
Bias PerformanceMean +2SD -2SD
Total
Assay
Actual
Mean
Outside
2SD
Outside
5SD
SGS . . . . . . . . . G398 -2 0.5 0.58 0.42 104 0.49 1 – -1.94% Good
G999-4 3.02 3.36 2.68 49 2.95 – 1 -2.22% Excellent
OREAS 15H 1.02 1.07 0.97 541 1 4 6 -2.08% Acceptable
OREAS 18C 3.52 3.74 3.3 29 3.4 2 1 -3.27% Marginal
OREAS 200 0.34 0.37 0.32 1 0.32 – – -6.02% NA
OREAS 209 1.58 1.66 1.49 500 1.56 1’- 4 -0.80% Excellent
OREAS 210 5.49 5.79 5.18 1 5.21 – – -5.03% NA
OREAS 250 0.31 0.33 0.28 594 0.33 55 15 7.34% Marginal
OREAS 252 0.67 0.72 0.63 593 0.69 15 8 1.61% Excellent
OREAS 61E 4.43 4.73 4.12 315 4.45 3 1 0.45% Excellent
OREAS 61F 4.6 4.87 4.34 73 4.55 3 – -1.11% Acceptable
OREAS 62PB 11.33 11.5 11.16 98 11.32 12 3 -0.08% Excellent
Imtertek . . . . . . . G398-2 0.5 0.58 0.42 24 0.51 – – 1.40% Excellent
OREAS 15G 0.53 0.57 0.48 636 0.59 61 27 12.71% Acceptable
OREAS 15H 1.02 1.07 0.97 224 1.01 48 25 -0.50% Acceptable
OREAS 15PB 1.06 1.12 1 285 1.08 4’- 13 2.14% Excellent
OREAS 18C 3.52 3.74 3.3 218 3.29 37 13 -6.52% Marginal
OREAS 209 1.58 1.66 1.49 37 1.56 2 – -1.24% Good
OREAS 250 0.31 0.33 0.28 16 0.32 5 – 3.70% Marginal
OREAS 252 0.67 0.72 0.63 48 0.69 3 – 2.49% Marginal
OREAS 61E 4.43 4.73 4.12 22 4.47 – – 0.92% Good
OREAS 61F 4.6 4.87 4.34 7 4.7 2 – 2.17% Marginal
OREAS 601B 0.77 0.82 0.73 77 0.78 1 – 0.24% Excellent
OREAS 602B 2.29 2.48 2.1 103 2.31 – – 0.85% Good
OREAS 603B 5.21 5.62 4.79 71 5.28 – – 1.39% Good
OREAS 601B 0.77 0.82 0.73 130 0.78 – – 0.86% Acceptable
OREAS 602B 2.29 2.48 2.1 86 2.3 – – 0.53% Excellent
GEO_SR V . . . . . OREAS 230 0.34 0.36 0.31 233 0.34 1 – 0.55% Excellent
OREAS 231 0.54 0.57 0.51 164 0.54 2 – -0.05% Excellent
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Lab Standard ID
CRM (Au ppm) Laboratory (Au ppm)
Bias PerformanceMean +2SD -2SD
Total
Assay
Actual
Mean
Outside
2SD
Outside
5SD
OREAS 233 1.05 1.11 1 226 1.05 3 1 -0.70% Excellent
OREAS 236 1.85 1.97 1.73 123 1.85 1 1 0.02% Excellent
OREAS 240 5.51 5.79 5.23 48 5.54 – – 0.47% Good
OREAS 242 8.67 9.1 8.24 39 8.58 1 1 -1.05% Excellent
PANI-1 0.22 0.23 0.21 14 0.32 13 12 47.69% Not Acceptable
PANI-2 0.21 0.23 0.2 22 0.27 21 13 29.51% Not Acceptable
PANI-3 0.5 0.53 0.47 19 0.5 5 – 1.22% Good
PANI-4 0.47 0.5 0.44 16 0.49 2 – 3.63% Marginal
PANI-5 0.98 1.04 0.92 12 1.01 2 – 2.78% Acceptable
PANI-6 0.94 1 0.87 8 0.99 1 – 5.66% Marginal
PANI-7 2.7 2.88 2.52 8 2.88 4 – 6.62% Marginal
PANI-8 2.59 2.79 2.39 6 2.88 6 – 11.33% Not Acceptable
OREAS 230 0.34 0.36 0.31 186 0.34 2 2 1.42% Good
OREAS 231 0.54 0.57 0.51 222 0.54 1 1 0.05% Excellent
OREAS 233 1.05 1.11 1 185 1.05 2 1 -0.66% Excellent
OREAS 236 1.85 1.97 1.73 152 1.85 1 – -0.09% Excellent
OREAS 240 5.51 5.79 5.23 43 5.52 – – 0.10% Excellent
OREAS 242 8.67 9.1 8.24 25 8.7 – – 0.34% Excellent
PANI-1 0.22 0.23 0.21 202 0.21 91 2 -2.61% Acceptable
PANI-2 0.21 0.23 0.2 187 0.21 31 4 1.31% Excellent
PANI-3 0.5 0.53 0.47 128 0.48 1’- – -3.23% Acceptable
PANI-4 0.47 0.5 0.44 108 0.48 – – 0.27% Excellent
PANI-5 0.98 1.04 0.92 89 0.97 1 1 -0.95% Excellent
PANI-6 0.94 1 0.87 70 0.97 3 1 3.68% Acceptable
PANI-7 2.7 2.88 2.52 69 2.79 3 – 3.47% Acceptable
PANI-8 2.59 2.79 2.39 44 2.77 14 – 6.99% Not Acceptable
OREAS 230 0.34 0.36 0.31 4 0.34 – – -0.10% Excellent
OREAS 231 0.54 0.57 0.51 19 0.54 – – -0.54% Good
OREAS 233 1.05 1.11 1 23 1.05 – – -0.41% Excellent
OREAS 236 1.85 1.97 1.73 30 1.85 – – 0.00% Excellent
OREAS 242 8.67 9.1 8.24 14 8.73 – – 0.66% Good
PANI-1 0.22 0.23 0.21 67 0.21 7 – -3.97% Acceptable
PANI-2 0.21 0.23 0.2 65 0.21 – – -0.74% Excellent
PANI-3 0.5 0.53 0.47 33 0.48 1 – -3.79% Marginal
PANI-4 0.47 0.5 0.44 34 0.48 – – 0.51% Excellent
PANI-5 0.98 1.04 0.92 37 0.96 – – -1.48% Good
PANI-6 0.94 1 0.87 17 0.96 – – 2.65% Acceptable
PANI-7 2.7 2.88 2.52 25 2.68 – – -0.87% Excellent
PANI-8 2.59 2.79 2.39 34 2.64 – – 1.91% Good
For silver, there are no historical CRMs recorded. In current drilling programs Pani
uses two different analytical methods for silver in the Geoservices laboratory, regular
4-Acid ICP (GAI01) and low level/grade (GAA02A). The results of those methods were
less reliable. This is attributed to the low silver grade CRM utilised in the Pani Project,
which may lead to a potential risk of inhomogeneity in the CRM. A low silver grade
CRM was required, as it aligns with the global silver grade of the resource and is
considered fit for purpose. The relatively higher biases observed in the low grade sliver
CRMs are being continually monitored by MGR. These biases are interpreted to be
associated with the low grade levels and inherent material inhomogeneity near the
analytical detection limit. In contrast, high grade silver CRMs demonstrate good
analytical performance. The Competent Person does not consider this to be a material
issue, particularly given that the vast majority of the contained resource metal value is
attributed to gold.
The list of silver CRMs used in the estimation are summarised in Table 6-10.
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Table 6-10 Silver CRM Performance
Lab
Type of
Standard
CRM (Ag ppm) Laboratory (Ag ppm)
Bias PerformanceMean +2SD -2SD
Total
Assay
Actual
Mean
Outside
2SD
Outside
5SD
SGS . . . . . . . . . OREAS 209 0.3 0.3 0.2 102 0.6 102 102 122.65% Not Acceptable
OREAS 250 0.3 0.3 0.2 128 0.5 128 128 110.29% Not Acceptable
OREAS 252 0.2 0.2 0.1 10 0.5 10 10 170.27% Not Acceptable
OREAS 61E 5.3 6.1 4.4 51 5.1 3 3 -2.95% Good
OREAS 62PB 21.5 22.5 20.5 3 19 3 0 -11.63% Not Acceptable
Intertek . . . . . . . OREAS 601B 50.1 53.6 46.6 87 50.1 1 0 0.02% Excellent
OREAS 602B 119.3 127 111.6 116 119.7 – 0 0.33% Excellent
OREAS 603B 300.8 321.1 280.5 82 300.9 – 0 0.04% Excellent
OREAS 601B 50.1 53.6 46.6 130 50 – 0 -0.17% Excellent
OREAS 602B 119.3 127 111.6 86 119.7 – 0 0.33% Excellent
GEO_SR V . . . . . OREAS 230 0.1 0.2 0.1 230 0.1 20 20 -9.63% Not Acceptable
OREAS 231 0.2 0.2 0.1 164 0.2 17 12 9.38% Marginal
OREAS 233 0.3 0.3 0.3 219 0.3 22 22 4.44% Acceptable
OREAS 236 0.5 0.6 0.4 118 0.5 9 2 1.21% Excellent
OREAS 240 1.4 1.5 1.2 45 1.2 4 3 -7.53% Acceptable
OREAS 242 2.1 2.3 1.8 39 1.9 4 3 -6.42% Acceptable
PANI-1 2 2.1 1.9 14 1.8 8 1 -8.37% Not Acceptable
PANI-2 1.9 2 1.8 23 1.5 14 8 -20.82% Marginal
PANI-3 2.4 2.5 2.3 19 2.2 13 4 -10.31% Not Acceptable
PANI-4 2.3 2.4 2.2 16 2 8 6 -14.77% Marginal
PANI-5 3.4 3.6 3.2 12 2.7 7 4 -19.63% Not Acceptable
PANI-6 3.3 3.5 3.1 8 2.7 4 3 -18.58% Not Acceptable
PANI-7 6.8 7.1 6.5 8 4.6 4 4 -32.79% Not Acceptable
PANI-8 6.6 6.9 6.2 6 6.5 0 0 -1.17% Good
OREAS 230 0.1 0.2 0.1 232 0.4 232 232 186.34% Not Acceptable
OREAS 231 0.2 0.2 0.1 165 0.4 165 32 99.11% Not Acceptable
OREAS 233 0.3 0.3 0.3 223 0.4 223 62 37.54% Not Acceptable
OREAS 236 0.5 0.6 0.4 122 0.5 84 10 6.21% Not Acceptable
OREAS 240 1.4 1.5 1.2 47 1.3 3 3 -2.17% Excellent
OREAS 242 2.1 2.3 1.8 39 2.1 5 1 2.79% Acceptable
PANI-1 2 2.1 1.9 14 1.9 8 2 -3.68% Marginal
PANI-2 1.9 2 1.8 23 1.9 8 3 0.70% Acceptable
PANI-3 2.4 2.5 2.3 19 2.4 10 3 -1.10% Marginal
PANI-4 2.3 2.4 2.2 16 2.3 3 0 0.11% Excellent
PANI-5 3.4 3.6 3.2 12 3 9 5 -10.26% Not Acceptable
PANI-6 3.3 3.5 3.1 8 3.2 3 1 -1.76% Marginal
PANI-7 6.8 7.1 6.5 8 6.7 2 0 -1.59% Acceptable
PANI-8 6.6 6.9 6.2 6 6.7 1 0 2.39% Acceptable
GEO_SR V . . . . . OREAS 230 0.1 0.2 0.1 187 0.1 16 16 -17.37% Not Acceptable
OREAS 231 0.2 0.2 0.1 222 0.2 20 9 10.19% Marginal
OREAS 233 0.3 0.3 0.3 186 0.3 10 10 1.36% Acceptable
OREAS 236 0.5 0.6 0.4 151 0.5 1 1 2.23% Good
OREAS 240 1.4 1.5 1.2 43 1.3 2 0 -5.12% Marginal
OREAS 242 2.1 2.3 1.8 25 2 6 0 -4.68% Marginal
PANI-1 2 2.1 1.9 204 1.8 170 11 -10.20% Not Acceptable
PANI-2 1.9 2 1.8 186 1.8 163 15 -8.74% Not Acceptable
PANI-3 2.4 2.5 2.3 128 2.2 93 39 -8.63% Not Acceptable
PANI-4 2.3 2.4 2.2 109 2.2 41 16 -6.07% Not Acceptable
PANI-5 3.4 3.6 3.2 89 3.1 80 11 -8.82% Not Acceptable
PANI-6 3.3 3.5 3.1 71 3.1 37 1 -6.58% Not Acceptable
PANI-7 6.8 7.1 6.5 68 6.5 29 4 -4.55% Marginal
PANI-8 6.6 6.9 6.2 44 6.2 16 4 -5.83% Acceptable
OREAS 230 0.1 0.2 0.1 187 0.3 187 187 103.84% Not Acceptable
OREAS 231 0.2 0.2 0.1 222 0.3 222 5 47.73% Not Acceptable
OREAS 233 0.3 0.3 0.3 186 0.3 186 9 -9.48% Not Acceptable
OREAS 236 0.5 0.6 0.4 151 0.4 106 3 -23.95% Not Acceptable
OREAS 240 1.4 1.5 1.2 43 1.4 2 2 1.42% Excellent
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Lab
Type of
Standard
CRM (Ag ppm) Laboratory (Ag ppm)
Bias PerformanceMean +2SD -2SD
Total
Assay
Actual
Mean
Outside
2SD
Outside
5SD
OREAS 242 2.1 2.3 1.8 25 2.1 0 0 -0.22% Excellent
PANI-1 2 2.1 1.9 204 1.9 77 7 -4.50% Marginal
PANI-2 1.9 2 1.8 186 1.9 71 5 -2.59% Marginal
PANI-3 2.4 2.5 2.3 128 2.3 41 15 -4.36% Not Acceptable
PANI-4 2.3 2.4 2.2 109 2.3 19 5 -1.31% Acceptable
PANI-5 3.4 3.6 3.2 89 3.2 59 0 -4.63% Not Acceptable
PANI-6 3.3 3.5 3.1 71 3.2 12 1 -2.66% Marginal
PANI-7 6.8 7.1 6.5 68 6.6 23 0 -2.38% Acceptable
PANI-8 6.6 6.9 6.2 45 6.4 11 1 -2.73% Excellent
OREAS 230 0.1 0.2 0.1 4 0.1 1 1 -31.37% Not Acceptable
OREAS 231 0.2 0.2 0.1 19 0.2 1 1 15.97% Marginal
OREAS 233 0.3 0.3 0.3 23 0.3 1 1 0.26% Acceptable
OREAS 236 0.5 0.6 0.4 30 0.5 1 0 3.19% Good
OREAS 242 2.1 2.3 1.8 14 2 2 0 -4.32% Acceptable
PANI-1 2 2.1 1.9 67 1.8 59 2 -9.77% Not Acceptable
PANI-2 1.9 2 1.8 65 1.8 60 3 -7.85% Not Acceptable
PANI-3 2.4 2.5 2.3 33 2.2 22 6 -7.70% Not Acceptable
PANI-4 2.3 2.4 2.2 34 2.2 7 1 -5.14% Not Acceptable
PANI-5 3.4 3.6 3.2 37 3.1 36 2 -9.64% Not Acceptable
PANI-6 3.3 3.5 3.1 17 3 13 0 -7.72% Not Acceptable
PANI-7 6.8 7.1 6.5 24 6.4 14 0 -5.16% Not Acceptable
PANI-8 6.6 6.9 6.2 34 6.4 4 0 -2.44% Acceptable
OREAS 230 0.1 0.2 0.1 4 0.3 4 4 96.08% Not Acceptable
OREAS 231 0.2 0.2 0.1 19 0.3 19 0 41.24% Not Acceptable
OREAS 233 0.3 0.3 0.3 23 0.3 23 0 -15.23% Not Acceptable
OREAS 236 0.5 0.6 0.4 30 0.3 22 0 -31.33% Not Acceptable
OREAS 242 2.1 2.3 1.8 14 2.1 1 0 0.88% Excellent
PANI-1 2 2.1 1.9 67 1.9 22 0 -4.42% Marginal
PANI-2 1.9 2 1.8 65 1.9 18 0 -1.95% Acceptable
PANI-3 2.4 2.5 2.3 33 2.3 5 0 -2.53% Marginal
PANI-4 2.3 2.4 2.2 34 2.3 3 0 -0.81% Good
PANI-5 3.4 3.6 3.2 37 3.2 25 1 -5.01% Not Acceptable
PANI-6 3.3 3.5 3.1 17 3.2 2 0 -3.40% Not Acceptable
PANI-7 6.8 7.1 6.5 24 6.6 3 0 -2.88% Acceptable
PANI-8 6.6 6.9 6.2 34 6.5 2 0 -0.24% Excellent
It is the view of the CP that the CRM performance means analytical results are
appropriate for use in the estimation process.
6.5.3 Blanks
A blank sample was inserted in the sample run at a frequency of 1 in 40 or less. The
coarse blank material is always use in Pani project except 2020 – 2021 period, is used
CRM blank (n=595). The source material was supplied from a local quarry around
Pani. During 2020 – 2021 (One Asia) Oreas 22F was used as a blank CRM.
During the historical period <2020 (n=2,209, outliers=20), there were 20 outliers
identified. During MGR drilling program in 2022 – 2024 (n = 1,944), as presented in
Table 6 -11, there was one outlier observed in both 2023 and 2024. These are suspected
to be contamination or swapped (sample ID 123873 and 135538) where the assay result
returned 0.02 ppm Au and 1.50 ppm Au respectively. The detailed information is
presented in Table 6-11 and Figure 6-5.
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Table 6-11 Gold Blank Sample Performance
Year
Historical
(Pre-2020) 2020 - 2021 2022 2023 2024
Laboratory . . . . . . . . Intertek SGS Intertek Geoservices Geoservices Geoservices
Statistic
n_sample . . . . . . . . . 760 1,449 595 530 1,098 316
Outlier (3DL) . . . . . . 9 11 – – 1 1
Figure 6-5 Gold Blank Performance Chart
6.5.4 Umpire Check
When testing samples from PETS in 2012 to 2013, Geoservices was selected as a
secondary laboratory for external umpire laboratory checks while SGS was the main
laboratory. The average bias from the check was a –9% difference between SGS and
Geoservices. The historical external laboratory check results however do not have an
impact on the resource estimation, since all the PETS historical data has been
resampled, and the resampled results have been used in the estimation process.
Recently, MGR has selected further samples for an external laboratory umpire check.
At the time of reporting the samples have been prepared but they have not been sent to
the umpire laboratory when this report was prepared.
6.6 Mining One Data Verification
From 6 to 8 January 2026 the CP for Mineral Resources, Alex Lukomskyj, completed a
site visit to Pani. The visit comprised an inspection of the core logging, sampling and
storage facilities, the active open pit production areas including blast hole drilling and
sampling, inspection of near -mine and regional outcrop that had been geologically
mapped, active diamond drilling of the Kolokoa and Lone Pine prospects south and
north of Pani, respectively, in addition to technical discussions with the site geology
team. The CP also completed technical discussions with the MGR geology team in the
Jakarta corporate office on 5 January 2026.
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A JORC Code standard of work was observed during the visit and no material issues
were found. Key site visit checks included:
• Visual inspection of several infill and expansion drill hole cores, and cross
checking against geological logs and assay data (Figure 6 -6)
• Sighting and confirming the types of CRMs and blank material stored at the core
logging facility
• Geological contacts and boundaries were inspected within the Pani pit and at
surrounding look out locations and verified against the 3D model
• A high level of organisation and housekeeping was observed at all sites inspected
by the CP
Figure 6-6 Core Inspection by Competent Person during Pani Site Visit
Database validation was undertaken by the MGR Resource and Pani Geology Team.
The Competent Person has checked and accepted the database as suitable for use in this
MRE after thorough review of the data room provided by MGR. Key data room checks
included:
• Confirmation of site visit observations being in agreement with database and 3D
model files
• Spot check of several original assay files to the de-surveyed drilling database
• Visual and statistical checks of the domain models and resource estimate (refer to
Section 7 for further detail)
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7 MINERAL RESOURCE ESTIMATES
7.1 Introduction
The Mineral Resource Statement presented herein represents the Mineral Resource
prepared for Pani in accordance with the JORC Code 2012. The effective date of the
Mineral Resource Statement is 31 December 2025.
The subsequent sections describe the Mineral Resource data inputs, estimation
methodologies and results. In the opinion of Mining One, the Mineral Resource
reported herein is a reasonable representation of the global gold and silver Mineral
Resource at Pani given the current level of sampling and geological understanding.
7.2 Resource Estimation Procedures
The mineral resource estimation procedures were carried out through four different
software packages as per the following steps:
• Micromine version 2016, generate the geological domain.
• Leapfrog version 2023.2, run the implicit resource domain by geology matrix
analysis
• Datamine Studio RM 2.1.125.0, generate the final explicit resource domain,
grade interpolation/estimation
• Snowden Supervisor V9.0, Exploratory data analysis on resource domain
7.3 Resource Database
Drilling, survey, logging, sampling, assay and QAQC records are filed at Pani site
(hardcopy and/or softcopy files). Validated data has been loaded into a relational
database (SQL server). The Pani database is managed by dedicated specialist geologists.
Retained half core, sample coarse reject and assay pulps are stored securely at site.
The total drillhole database within Pani Gold Project (“PT PETS and PT GSM”)
licences are presented in Table 7 -2.
Pani MRE drill database statistics are presented in Table 7-3 and Table 7-4.
Core recoveries for diamond drilling are excellent with a weighted average core recovery
of > 98% (Table 7-4).
The drilling database cut-off date is the 8th of August 2024. The validated data set is
from drill holes completed, surveyed and assayed to the EOH.
The 2022 DTM received from Surtech was accepted as a true surface (refer to section
6.3). There were some adjustments to the DTM, based upon Pani ground surveying, to
account for subsequent ground disturbance i.e. infrastructure areas, access roads and
drill pads. As noted in section 6.3, an updated topographic survey was completed in
2024 that formed the basis for the Q2 2024 mineral resource estimate, which
subsequently underwent revised depletion after another topography survey completed
on 31 December 2025 which was used for the Mineral Resource declared in this report.
Pani Gold Mineral Resource Estimates previously released to the public are presented
in Table 7-1 for completeness.
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Table 7-1 Previously Published Pani Gold Mineral Resource Estimates
Year(s)
Company
Measured Resources Indicated Resources Inferred Resources Total Resources
Standard Cutoff RPEEEReported Mt Au (g/t) Ag (g/t) Mt Au (g/t) Ag (g/t) Mt Au (g/t) Ag (g/t) Mt Au (g/t) Ag (g/t)
2004 . . . GSM 9.9 1.45 0.61 1.38 1.52 0.36 11.2 1.46 0.58 NI -43-101F 0.50 Not
Applied
2014 . . . PETS 10.8 1.13 62.4 0.81 16.20 0.67 89.4 0.82 JORC 0.20 Not
Applied
2018 . . . GSM 15.5 1.03 0.98 41.3 0.98 0.86 15.91 0.93 0.69 72.7 0.98 0.85 JORC 0.40 $1800
2019 . . . PETS 38.6 0.66 49.65 0.70 88.3 0.68 NON-JORC 0.20 Not
Applied
2022 . . . MGR 177.7 0.79 0.00 85.92 0.58 0.00 263.6 0.75 0.00 JORC/KCMI 0.20 $2150
Mar-23 . . MGR 217.5 0.79 1.04 58.30 0.58 0.61 275.8 0.75 0.95 JORC/KCMI 0.20 $2150
Jun-23 . . MGR 229.0 0.74 0.81 52.27 0.54 0.37 281.3 0.70 0.73 JORC/KCMI 0.20 $2150
Dec-23 . . MGR 253.7 0.74 0.81 49.45 0.54 0.38 303.1 0.70 0.74 JORC/KCMI 0.20 $2150
Mar-24 . . MGR 253.2 0.74 0.76 52.19 0.55 0.35 305.4 0.71 0.69 JORC/KCMI 0.20 $2300
Aug-24 . . MGR 244.2 0.78 0.77 48.22 0.59 0.37 292.4 0.75 0.70 JORC/KCMI 0.20 $2300
Sep-25 . . MGR 7.6 0.92 1.51 236.6 0.77 0.74 48.20 0.59 0.37 292.4 0.75 0.70 JORC/KCMI 0.20 $2300
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Table 7-2 Pani Gold Drillhole Summary from 1982 to 2024
Company
Year Drilled
Prospect
Rig
Type
No of
Holes
Total
MetresStart Finish
BHP . . . . . . . . . . 1990 1990 Pani Prospect DD 22 2,826
GSM . . . . . . . . . . 2011 2024 Northeast Pani DD 33 4,780
Pani Prospect DD 760 130,319
Southwest Pani DD 68 9,060
Outside_Pani DD 1 220
NNS . . . . . . . . . . 1998 1999 Northeast Pani DD 7 1,259
Pani Prospect DD 6 1,073
Southwest Pani DD 3 737
Outside_Pani DD 12 1,642
PETS . . . . . . . . . 2012 2024 Pani Prospect DD 841 128,535
PRMT . . . . . . . . 1997 1997 Pani Prospect DD 16 1,915
UTAH . . . . . . . . 1982 1982 Pani Prospect DD 7 1,739
Total Outside Pani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DD 13 1,862
Total Inside Pani . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DD 1,763 282,244
Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DD 1,776 284,106
Table 7-3 Pani Gold MRE Drillhole Summary (Valid for Estimation only)
Company
Year Drilled
Prospect
Rig
Type
No. of
Holes
Total
MetresStart Finish
GSM . . . . . . . . . . 2011 2024 Pani Prospect DD 748 128,625
PETS . . . . . . . . . 2012 2024 Pani Prospect DD 803 123,466
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DD 1,551 252,091
Table 7-4 Sampled Core Statistics Pani Gold for MRE Q2 2024
Size
Diameter
(mm)
Sample
Core (m)
Proportion
(%)
Recovery
(%)
PQ . . . . . . . . . . . . . . . . 85 83,730.75 33.2% 98.61
HQ . . . . . . . . . . . . . . . . 63.5 158,648.00 62.9% 98.31
NQ . . . . . . . . . . . . . . . . 47.6 9,329.60 3.7% 98.49
No core size data . . . . . 383.05 0.2%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . 252,091.40 100.0% 98.42
Notes: Recovery = weighted average core recovery
7.4 Solid Body Modelling
P
ani gold primary resource estimation domains were based on correlation between
geology, vein/fracture numbers, structures and gold grades and designed utilising
Geology Matrix Analysis (GMA). Domains were also optimised by adding indicator
grade shells to separate ore and waste (background) (refer to Table 7 -5, Table 7-6 and
Figure 7-1). Secondary domains (“Ore blocks”) are based on interpreted faults which
divide the mineralisation into 3 different areas, as shown in Figure 7-2.
Silver estimation domains were constructed by a combination of geology, grade
population, and ore block domains. The estimation of other minor elements such as
sulphur, calcium and iron was only applied to ore block domains.
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Table 7-5 Pani Gold Resource Domains Criteria
Period Q2 2024
Element Au - Gold
Category . . . . . . . . . . . . . . . . . . High Grade/High
vein and fracture
density
Low Grade/Low vein
and fracture
density
Mineralised Waste
Domain Code . . . . . . . . . . . . . . . . 5000 3000 1000
GMA
(Geology
Matrix
Analysis) . .
Lithology Porphyritic rhyodacite, banded porphyritic
rhyodacite, rhyodacite breccia, lapili tuff
and scree.
Pani volcanics
Alteration Clay Chlorite, Clay Silica, Silica Chlorite and
Silica Clay
Chlorite
Breccia Texture Crackle breccia,
crackle to mosaic
and mosaic
No Texture No Texture
Veins and/or Fracture >5 >1 no Veins
Grade based log
probs (g/t)
>= 0.50 0.50 > Au >=0.10 <0.10
Composite Economic composite
COG 0.50
Economic composite
COG 0.10
No
Indicator Iso-grade Iso-shells . . . . . . 0.50 g/t Au on 50%
probability based
on 2 m, 4 m and 6
m downhole
composites
0.10g/t Au on 50%
probability based
on 2 m, 4 m and 6
m composites
no Indicator
Structural Models . . . . . . . . . . . . . Applied as parameter to push the
interpretation along structural planes
not applied
Distance Function . . . . . . . . . . . . . Volume > 20 m distance from drill holes not applied
Sub Domain Ore Block . . . . . . . . . . Ore block 1,2,3
Remarks . . . . . . . . . . . . . . . . . . . High grade based on
vein density and
grades
Low grade based on
vein density and
grades
Mineralised waste
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Table 7-6 Pani Minor Elements (Ag, S, Ca and Fe) Domain Criteria
Period Q2 2024
Element Ag – Silver S, Ca, and Fe
Category . . . . . . . . . . . . . . . High Grades Low Grade Indo/Background not applied
Domain Code . . . . . . . . . . . . . 750 730 1,000
GMA (Geology
Matrix
Analysis) . . . .
Lithology Porphyritic
rhyodacite
and banded
porphyritic
rhyodacite
Rhyodacite
breccia,
lapilli tuff
and scree
Pani volcanics
Alteration Silica Chlorite, Silica Clay Clay – chlorite
and Clay
Silica
Breccia Texture All Breccia All Breccia No Texture
Veins Not Vein
related
Not Vein
related
Not Vein
related
Grade based log
probs (g/t)
>=0.6 0.6 > Ag >=0.2 <0.2
Composite No No No
Indicator Isograde Isoshells . . . . . no Indicator
Structural Models . . . . . . . . . . not applied
Distance Function . . . . . . . . . . not applied
Sub Domain Ore Block . . . . . . . Ore block 1,2,3 Ore block 1,2,3
Remarks . . . . . . . . . . . . . . . High grade
silver
Low grade
silver
Background –
use gold
mineralised
waste
Minors
Block 1
Minors
Block 2
Minors
Block 3
Figure 7-1 Pani Primary Resource Domains at section 62140m N
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Figure 7-2 Pani Ore Block Domains
The lithology, alteration and oxidation models were created by Eddy Da Costa, Fajar
Ismail and Samuel Parulian, as part of geological modelling by the Pani site team. The
resource domains and sub -domains were constructed by the MGR Resource Geology
Team. David Clarke and Arief Bastian internally peer reviewed the work. The
Competent Person for Mineral Resources externally reviewed the models and work
completed.
All wireframes were cut by the topographic surface prior to reporting. Wireframe
extents were generally limited by the drill spacing distance. Table 7-7 to Table 7-11
present the wireframes and coding used to define the base block model.
Table 7-7 Oxidation Types
Oxidation
Oxidation
Domain Code Wireframe Description
Oxide . . . . . . . . . . . . . . . . . . . 10 oxide_1 Oxide
Transition . . . . . . . . . . . . . . . 20 trans_2 Transition
Fresh . . . . . . . . . . . . . . . . . . . 30 fresh_3 Fresh
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Table 7-8 Rock Types
Lithology
Lithology
Domain Code Wireframe Description
bx . . . . . . . . . . . . 201 pani_bx_201_dtm
(pt)(tr).dm
Magmatic breccia within
the rhyodacite
lpt . . . . . . . . . . . . 220 pani_lpt_220_dtm
(pt)(tr).dm
Lapilli tuff
prd . . . . . . . . . . . . 230 pani_prd_230_dtm
(pt)(tr).dm
Massive porphyritic
rhyodacite
prdb . . . . . . . . . . . 240 pani_prdb_240_dtm
(pt)(tr).dm
Flow -banded rhyodacite
pvol . . . . . . . . . . . 250 pani_pvol_250_dtm
(pt)(tr).dm
Pani Volcanic Complex
rd . . . . . . . . . . . . . 260 pani_rd_260_dtm
(pt)(tr).dm
Scree, post mineralisation
product
Table 7-9 Alteration Types
Alteration
Alteration
Domain Code Wireframe Description
Unaltered . . . . . . . 300 pani_ua_300_dtm
(pt)(tr).dm
Surface weathering (UA)
Clay Chlorite . . . . 310 pani_cych_310_dtm
(pt)(tr).dm
Clay +/- Chlorite rich
alteration
Clay Silica . . . . . . 320 pani_cysi_320_dtm
(pt)(tr).dm
Clay +/- Silica rich
alteration
Silica Chlorite . . . 330 pani_sich_330_dtm
(pt)(tr).dm
Silica +/- Chlorite rich
alteration
Silica Clay . . . . . . 340 pani_sicy_340_dtm
(pt)(tr).dm
Clay +/- Clay rich
alteration
Table 7-10 Alteration Metallurgy Types
Alteration
Alteration
Domain Code Wireframe Description
ch . . . . . . . . . . . . 410 Pani_ch_410_dtm
(pt)(tr).dm
Chlorite
ch-si-cy . . . . . . . . 415 Pani_chsicy_415_dtm
(pt)(tr).dm
chlorite ± silica ± clay
cy-si-ch . . . . . . . . 420 Pani_cysich_420_dtm
(pt)(tr).dm
clay ± silica ± chlorite
si-cy . . . . . . . . . . . 430 Pani_sicy_430_dtm
(pt)(tr).dm
silica clay
si. . . . . . . . . . . . . . 440 Pani_si_440_dtm
(pt)(tr).dm
silica
Table 7-11 Ore Blocks
Ore Block
Ore Block
Code Wireframe Description
Oreblock 1 . . . . . . 1 obl1f6(pt)(tr).dm GSM North – Ore Block 1
Oreblock 2 . . . . . . 2 obl2f6(pt)(tr).dm GSM South – Ore Block 2
Oreblock 3 . . . . . . 3 obl3f6(pt)(tr).dm PETS – Ore Block 3
Oreblock 4 . . . . . . 4 obl4f6(pt)(tr).dm PETS – Ore Block 3
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A total of thirteen gold resource mineralisation wireframes and twelve silver
mineralisation domains were created from primary domain and subdomains, to
constrain the grade interpolation (Table 7 -12 and Table 7-13). Sectional interpretations
were completed every 10 m on East West sections. Resource estimation domains were
made to encapsulate +0.1 g/t Au and +0.5 g/t Au material within known structural
trends focusing on the distribution of vein/stockworks. All wireframe points were
snapped to drillhole intervals.
The estimation of other minor elements such as sulphur, calcium and iron was only
applied to ore block domains. The estimation of density and hardness (Equotip) used
alteration domains.
Table 7-12 Pani Gold Estimation Domains
Primary
Domain
Ore Block
Domain
Domain
Code Wireframe Description
1000 . . . . 1 1100 pani_1000_ac Mineralised Waste GSM
Northpani_1000_intac
obl1f6
2 1200 pani_1000_ac Mineralised Waste GSM
Southpani_1000_intac
obl2f6
3 1300 pani_1000_ac Mineralised Waste PETS
pani_1000_intac
obl3f6 obl4f6
3000 . . . . 1 3100 pani_3000_ac Low Density Veins GSM
Northpani_3000_intac
obl1f6
2 3200 pani_3000_ac Low Density Veins GSM
Southpani_3000_intac
obl2f6
3 3300 pani_3000_ac Low Density Veins PETS
pani_3000_intac
obl3f6 obl4f6
5002 . . . . 1 5102 pani_5000_bc High Density Veins GSM
Northobl1f6
5001 . . . . 2 5201 pani_5000_ac High Density Veins GSM
South 1obl2f6
5002 . . . . 2 5202 pani_5000_bc High Density Veins GSM
South 2obl2f6
5002 . . . . 3 5302 pani_5000_bc High Density Veins PETS 1
obl3f6 obl4f6
5003 . . . . 3 5303 pani_5000_cc High Density Veins PETS 2
obl3f6 obl4f6
5004 . . . . 3 5304 pani_5000_dc High Density Veins PETS 3
obl3f6 obl4f6
5005 . . . . 3 5305 pani_5000_ec High Density Veins PETS 3
obl3f6 obl4f6
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Table 7-13 Pani Silver Estimation Domains
Primary
Domain
Ore Block
Domain
Domain
Code Wireframe Description
731 . . . . . 1 7131 pani_731tr low grade 1 silver GSM 1
obl1f6
2 7231 pani_731tr low grade 1 silver GSM 2
obl2f6
2 7331 pani_731tr low grade 1 silver PETS
obl3f6 obl4f6
732 . . . . . 1 7132 pani_732tr low grade 2 silver GSM 1
obl1f6
733 . . . . . 3 7333 pani_733tr low grade 3 silver PETS
obl3f6 obl4f6
751 . . . . . 1 7151 pani_751tr High grade 1 silver GSM 1
obl1f6
2 7251 pani_751tr High grade 1 silver GSM 2
obl2f6
752 . . . . . 3 7352 pani_752tr High grade 2 silver PETS
obl3f6 obl4f6
753 . . . . . 3 7353 pani_753tr High grade 3 silver PETS
obl3f6 obl4f6
1000 . . . . 1 1100 pani_1000_ac Mineralised Waste GSM
Northpani_1000_intac
obl1f6
2 1200 pani_1000_ac Mineralised Waste GSM
Southpani_1000_intac
obl2f6
3 1300 pani_1000_ac Mineralised Waste PETS
pani_1000_intac
obl3f6 obl4f6
7.5 Bulk Density
Refer to section 6.4.3 for background on bulk density measurement capture.
The resultant densities were imported into the geological database. The dataset consists
of 28,617 bulk density measurements, and values with lengths < 0.09 m or > 0.25 m was
set to null and not used in the MRE. Erroneous values (i.e. < 0.5 g/cm
3) were set to null.
7.6 Compositing
The drill samples used for the MRE were collected over the following intervals:
• One metre interval ~38% of the total dataset
• Two metres intervals ~34%
• Between one and two metres intervals ~25%
Intervals less than a metre account for less than 2% and intervals greater than two
metres account for less than 3%. Based on the nature of mineralisation and the
anticipated scale of future mining, a composite length of two metres was selected.
Composite statistics for all elements in each estimation domain are presented in Table
7-14. Although sulphur, calcium and iron are not of economic importance, their results
are disclosed for completeness as they were estimated into the resource model.
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Table 7-14 Raw 2m Composited Statistics
Raw Statistics 2 m Composites
Variable Domain
Number
of
Comps. Min. Max. Mean
Std.
Dev. CV
Au (g/t) . . 1000_1 4,790 0.00 7.90 0.09 0.26 2.98
1000_2 4,516 0.00 7.64 0.09 0.27 2.92
1000_3 5,617 0.00 62.00 0.09 0.88 9.60
3000_1 15,995 0.00 273.92 0.32 2.38 7.36
3000_2 24,120 0.00 155.01 0.35 1.48 4.19
3000_3 24,628 0.00 216.47 0.31 1.64 5.35
5001_2 172 0.07 9.98 0.86 0.95 1.10
5002_1 12,693 0.00 178.32 1.02 2.89 2.85
5002_2 15,723 0.00 105.72 1.04 2.39 2.30
5002_3 2,331 0.01 52.47 0.80 1.70 2.12
5003_3 5,778 0.00 144.25 1.15 3.07 2.67
5004_3 63 0.05 25.22 1.90 4.18 2.20
5005_3 223 0.01 15.68 0.78 1.24 1.59
Ag (g/t) . . 1000_1 13,830 0.05 85.24 0.42 1.98 2.71
1000_2 16,437 0.05 41.06 0.38 0.72 2.80
1000_3 34,406 0.05 100.00 0.30 1.28 4.12
731_1 4,788 0.05 86.98 0.77 2.09 2.71
731_2 7,015 0.05 100.00 0.96 2.70 2.80
731_3 525 0.05 31.60 0.54 2.21 4.12
732_1 1,120 0.05 100.00 2.15 6.37 2.96
733_3 2,363 0.05 257.00 1.40 8.44 6.03
751_1 453 0.12 100.00 3.12 8.98 2.87
751_2 7,276 0.05 140.85 3.50 6.32 1.81
752_3 228 0.10 100.00 5.23 14.42 2.76
753_3 338 0.10 100.00 6.96 15.50 2.23
S (pct) . . . 1 13,355 0.00 1.31 0.06 0.11 1.71
2 22,734 0.00 1.19 0.10 0.12 1.29
3 38,938 0.00 3.44 0.09 0.16 1.83
Ca (pct) . . 1 15,232 0.01 3.06 0.18 0.29 1.65
2 24,691 0.01 7.38 0.18 0.30 1.63
3 38,928 0.01 7.50 0.27 0.45 1.65
Fe (pct) . . 1 16,670 0.01 8.63 1.23 0.23 0.19
2 26,105 0.01 8.15 1.21 0.21 0.17
3 38,929 0.35 8.92 1.09 0.30 0.27
7.7 Evaluation of Outliers
Identification of grade capping thresholds for the composite data was completed
following a review of histograms, log -probability plots, mean variance plots and
cumulative metal plots, with all individual domains and variables assessed.
In addition to the application of top cuts, distance restrictions were employed during
estimation for selected domains. The purpose was to limit the spatial influence of local
high-grade assays to avoid excessive extrapolation of high grades and keep good
stationarity within each domain. Selection of the distance restriction threshold values
considered the log-probability plots, grade histograms and spatial review.
All grade capping restrictions are presented in Table 7-15 with distance capping
presented in Table 7-16.
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Table 7-15 Raw Grade Capping Statistics by Element and Domain (Au, Ag, Cu)
Capping Statistics
Variable Domain
Raw
Mean Raw CV
Capped
Value
Capped
Mean
Capped
CV
Au (g/t) . . . . . . 1000_1 0.09 2.98 25 0.08 2.03
1000_2 0.09 2.92 9 0.09 2.56
1000_3 0.09 9.60 15 0.08 2.48
3000_1 0.32 7.36 10 0.30 2.43
3000_2 0.35 4.19 9 0.34 2.32
3000_3 0.31 5.35 11 0.29 2.16
5001_2 0.86 1.10 1 0.82 0.83
5002_1 1.02 2.85 16 0.98 1.85
5002_2 1.04 2.30 12 1.03 1.96
5002_3 0.80 2.12 14 0.76 1.37
5003_3 1.15 2.67 16 1.08 1.53
5004_3 1.90 2.20 1 1.75 1.98
5005_3 0.78 1.59 1 0.73 1.07
Ag (g/t) . . . . . . 1000_1 0.42 2.71 25 0.39 3.01
1000_2 0.38 2.80 16 0.38 1.68
1000_3 0.30 4.12 18 0.29 2.13
731_1 0.77 2.71 15 0.73 1.63
731_2 0.96 2.80 15 0.89 1.42
731_3 0.54 4.12 – 0.54 4.12
732_1 2.15 2.96 20 1.78 1.72
733_3 1.40 6.03 35 1.08 3.22
751_1 3.12 2.87 35 2.60 1.72
751_2 3.50 1.81 45 3.37 1.43
752_3 5.23 2.76 20 3.29 1.40
753_3 6.96 2.23 25 4.69 1.43
S (pct) . . . . . . . 1 0.06 1.71 49 0.06 1.66
2 0.10 1.29 2 0.10 1.28
3 0.09 1.83 2 0.09 1.81
Ca (pct) . . . . . . 1 0.18 1.65 1 0.18 1.65
2 0.18 1.63 11 0.18 1.60
3 0.27 1.65 3 0.27 1.64
Fe (pct) . . . . . . 1 1.23 0.19 7 1.23 0.17
2 1.21 0.17 4 1.20 0.17
3 1.09 0.27 29 1.09 0.26
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Table 7-16 Distance Capping on All Assay Elements
Element Domain
Capping
Grade
Distance
(m)
Dist
Capping
(Grade)
Au (g/t) . . . . . . . . . . . . 1000_1 1.5 20 1
1000_2 2.6 40 1.2
1000_3 2 40 1.2
3000_1 16 20 5.5
3000_2 18 20 8
3000_3 12 20 5
5001_2 4 20 1.5
5002_1 27 20 18
5002_2 35 20 10
5002_3 8 20 3.5
5003_3 17 20 7
5004_3 16 20 3.5
5005_3 5 20 –
Ag (g/t) . . . . . . . . . . . . 1000_1 25 20 12
1000_2 16 20 8
1000_3 18 20 10
731_1 15 20 6.5
731_2 15 20 0
731_3 9999 20 2
732_1 20 20 7
733_3 35 20 12
751_1 35 20 10
751_2 45 20 22
752_3 20 20 9
753_3 25 20 14
S (pct) . . . . . . . . . . . . . 1 0.7 20 0.2
2 0.8 20 0.5
3 1 20 0.5
Ca (pct) . . . . . . . . . . . . 1 2.15 20 0.4
2 2.3 20 0.6
3 3.2 20 0.7
Fe (pct) . . . . . . . . . . . . 1 3.5 Nil Nil
2 4 Nil Nil
3 3.5 Nil Nil
7.8 Block Model and Grade Estimation
The assessment of the spatial continuity of the estimation domains was conducted
using Supervisor and Datamine software. All estimation domains displayed a skewed
distribution and normal scores transformations were used to obtain interpretable
experimental variograms. Exploratory data analysis (EDA) was performed on all
estimation domains and variographic analysis was conducted for estimation domains
with a significant number of samples.
Experimental variograms were generated using diamond drill hole information and
several estimations domains were assigned the variogram parameters of the larger
domains based on the domain orientation and distribution.
The Au directional variograms were initially modelled using the composites from
domains 3000 and 5000 series within each ore block domain. Gaussian anamorphosis
for each domain and ore block combination was used to back -transform the Gaussian
modelled variograms into the naïve space and these variograms were used for the
estimation and Uniform Conditioning process. In the variographic analysis, the
principal plane for GSM South and PETS inclined moderately towards the northwest,
while GSM North dipped moderately towards the southwest.
The remaining elements such as silver, sulphur, calcium, iron, density and equotip are
modelled in omni directional variograms on normal scores and back – transformed into
the naïve space. The back transformed variogram was then used for the estimation.
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Quantitative Kriging Neighbourhood Analysis (QKNA) was performed to optimise the
orientation and dimensions of the three -dimensional volume used to select the samples,
as well as the actual optimal number of samples to be utilised in the estimation process.
The suitability of the search neighbourhoods (estimation parameter) was determined
by reviewing output statistics defined during the kriging process, being:
a) The estimation bias: the slope of regression between the estimated and true
grades of the panels.
b) The estimation precision: the correlation coefficient of the regression between the
estimated and true grades of the panels.
c) The kriging weights: focusing on the percentage of positive weights to ensure a
large number of negative weights are not used in the estimation process.
At Pani, a close range between the minimum and the maximum samples scenario was
selected in the estimation process. This is expected to decrease the “smoothing” effect
on estimated blocks and to exclude samples located further away. To keep the nature of
variogram sample selections in the estimation processes, no additional parameters were
used (quadrant and max sample per drill hole). A smaller number of samples within the
first search pass were selected to ensure a more localised estimate and to align with
geological observations.
Pani gold mineralisation is the result of stockwork/veins in volcanic host rock which
has continuous mineralisation from the feeder structure into the host rock. To honour
the geological mineralisation observations, the MRE for gold (Au) used semi soft
boundaries in the estimation process, as opposed to hard boundaries. A distance of 6 m
was selected as a base towards and outwards from the high-grade domains. The 6m
towards high grade domains allowed more higher-grade samples within the lower grade
domain estimates, and the distance outwards allowed more lower grade samples within
the high-grade domain estimates. The 6 m distance was selected from the inflection
point on the variance lag trend on soft boundary estimation, both towards and
outwards from the high-grade domain (Figure 7-3).
Figure 7-3 Variance Lag Trend Towards (red) and Outwards (blue) from High Grade
Domains
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Silver estimates use soft boundaries across ore blocks and hard boundaries between
high to low grade domains. Calcium, iron and sulphur have soft boundaries between ore
blocks, whilst equotip and density have soft boundaries between alteration.
The estimation domains for gold, silver and the minor elements were interpolated using
Ordinary Kriging into 20 mX x 20 mY x 5 mZ and 40 mX x 40 mY x 10 mZ panels.
Estimation on panel sizes of 20 mX x 20 mY x 5 mZ was followed by a Localised
Uniform Conditioning (LUC) based on 5 mX x 5 mY x 2.5 mZ Selective Mining Units
(SMU) for Au. The estimation was conducted within Datamine software. Detail on
assay elements, cell size, estimation methodology and localisation domains are shown in
Table 7 -17.
Table 7-17 Summary of Cell Size, Estimation Method on Panel and Localisation by
Domain
Assay Elements
Estimation
methods
Panel Block
model
Ordinary
Kriging
Localisation
to SMU
Blocks Panel Domains
Localisation
Domains
Au (gold) . . . . . . . . . Ordinary
Kriging +
LUC
40 x 40 x 10;
20 x 20 x 5
5x5x2.5 1000, 3000, 5000
with all
subdomains
3000 and
5000
Ag (silver) . . . . . . . . . Ordinary
Kriging
40 x 40 x 10;
20 x 20 x 5
– 731, 732, 733,
751, 752, 753
with all
subdomains
–
Ca, Fe, S (Calcium, Iron
and Sulphur) . . . . . .
Ordinary
Kriging
40 x 40 x 10;
20 x 20 x 5
– Ore block 1, 2, 3 –
Density and Equotip. . . Ordinary
Kriging
40 x 40 x 10;
20 x 20 x 5
– Alteration
domains, 300,
310, 320, 330,
340
–
The selection of the panel block model extents and origin was based on the extents of
drilling and limits of mineralised domain interpretations. The selection of parent
blocks and sub -celling was based on various criteria including the drill density, the
orientation of the mineralisation, the overall drill coverage and the likely scale of
mining operations. Figure 7-4 displays the boundary extents for the panel blocks.
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Figure 7-4 The Drillhole Distribution (Blue Line is 20 x 20 x 5 Panel Blocks Boundary)
The block model origin is based on the lower southwestern corner of the model. The
model prototype parameters are outlined in Table 7 -18.
Table 7-18 Block Model Prototype Definition
Easting (m) Northing (m) RL (m)
Minimum Coordinate . . . . . . . . . . 387,000 61,400 -100
Maximum Coordinate . . . . . . . . . . 389,400 63,400 800
User Block Size . . . . . . . . . . . . . . . 40 or 20 40 or 20 10 or 5
Sub-Block Size . . . . . . . . . . . . . . . 5 5 2.5
The block model was constructed with a panel size of 40 m x 40 m x 30 m to reduce the
overall size of the model. The panel sizes used in the estimate are outlined above.
The following table shows the key attributes stored within the block model (Table 7-19).
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Table 7-19 Block Model Attributes
Block Model Fields
Field Description Field Name Type/Unit Values/Meaning
FIELD NAMES
IJK Numeric Datamine block number
Au Estimation
Domains . . . . . . . . .
DOM Numeric 0 – Area outside of estimation
domains (not estimated)
1000 – Mineralised Waste
Domain (≥0.1g/t)
3000 – Mineralised Domain
(≥1 veins, ≥0.1g/t)
5001 – Higher Grade
Mineralised Domain (≥5
veins, breccia’s, ≥0.5g/t)
5002 – Higher Grade
Mineralised Domain (≥5
veins, breccia’s, ≥0.5g/t)
5003 – Higher Grade
Mineralised Domain (≥5
veins, breccia’s, ≥0.5g/t)
5004 – Higher Grade
Mineralised Domain (≥5
veins, breccia’s, ≥0.5g/t)
5005 – Higher Grade
Mineralised Domain (≥5
veins, breccia’s, ≥0.5g/t)
Au grade . . . . . . . . . . . LUC_AU Numeric LUC Au g/t grade – for
optimisation
Topography . . . . . . . . . TOPO Numeric 0 – Air, 1 - Insitu
Oxidation state . . . . . . OX Numeric Oxidation state
10 – Oxide
20 – Transitional
30 – Fresh
Alteration Type . . . . . . ALT Numeric Geological Alteration
300 – Unaltered
310 – Clay Chlorite
320 – Clay Silica
330 – Silica Chlorite
340 – Silica Clay
Lithology Type . . . . . . LITH Numeric Lithology
201 – pani_bx_201
220 – pani_lpt_220
230 – pani_prd_230
240 – pani_prdb_240
250 – pani_pvol_250
260 – pani_rd_260
Ag grade . . . . . . . . . . . AG_OK Numeric Omni directional OK Ag
S grade . . . . . . . . . . . . S_OK Numeric Omni directional OK S
Ca Grade . . . . . . . . . . . CA_OK Numeric Omni directional OK Ca
Fe Grade . . . . . . . . . . . FE_OK Numeric Omni directional OK Fe
Alteration Met Type . . ALT_MET Numeric Alteration Met
410 – Chlorite
415 – Chlorite ( ±Si ±Cy)
420 – Clay ( ±Si ±Ch)
430 – Silica Clay
440 – Silica
XC Numeric Cell centroid
YC Numeric Cell centroid
ZC Numeric Cell centroid
XMORIG Numeric Origin
YMORIG Numeric Origin
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Block Model Fields
Field Description Field Name Type/Unit Values/Meaning
ZMORIG Numeric Origin
XINC Numeric Cell size
YINC Numeric Cell size
ZINC Numeric Cell size
NX Numeric Number of Cells
NY Numeric Number of Cells
NZ Numeric Number of Cells
Structural Blocks . . . . . OBL Numeric Structural ore blocks based on
regional scale structures
1 – GMS North
2 – GMS South
3 – PETS
Ag Estimation
Domains . . . . . . . . .
DOM_AG Numeric 0 – Area outside of estimation
domains (not estimated)
1000 – Mineralised Waste
Domain (volume defined by
Au Domains)
731 – Mineralised Domain
732 – Mineralised Domain
733 – Mineralised Domain
751 – Higher Grade
Mineralised domain
752 – Higher Grade
Mineralised domain
753 – Higher Grade
Mineralised domain
Bulk Density . . . . . . . . SG_OK Numeric Omni directional OK BD
Equotip . . . . . . . . . . . . EQ_OK Numeric Omni directional OK Equotip
Classification . . . . . . . . RESCAT Numeric Resource Classification,
1 – Measured,
2 – Indicated,
3 – Inferred and
4 – Unclassified
REGULARISED BLOCK MODEL FIELD NAMES
N/A
Density statistical characteristics were reviewed based on the interpreted alteration,
oxidation and Au domains. Analysis of the log -probability plots indicate that Au
estimation domains and the oxidation domains were not relevant for bulk density.
Log-probability plots of bulk density within the alteration were reviewed, as shown in
Figure 7-5, and formed the bases of the bulk density estimation domains.
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Figure 7-5 Log Probability Plot of Alteration vs Density
An omni directional variogram was used to estimate the bulk density through Ordinary
Kriging. The un -estimated block was then assigned with the median value (values
shown in Table 7-20).
Table 7-20 Bulk Density Domains
Alteration Domain Density Assignment
300 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.21
310 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.29
320 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.19
330 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.33
340 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.29
Equotip estimation is used to support the analysis of the hardness model. The equotip
values correspond to alteration type, and as mentioned in Table 7-21 the intervals with
more silica content have higher equotip values. As a result, the alteration type model
was treated as equotip estimation domains, with the following details:
• Alteration type related with silica have higher equotip value (above 680).
• Alteration type related with clay - silica have lower equotip value (below 680).
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Table 7-21 Raw Equotip Value Compared with the Alteration Model
Alteration Type Code Count Mean
Standard
deviation Minimum Maximum
Surface Weathering (UA) . . 300 186 661 183 242 891
Clay ± Chlorite (CyCh) . . . 310 59 648 139 347 869
Clay ± Silica (CySi) . . . . . . 320 6,093 612 168 220 922
Silica ± Chlorite (SiCh) . . . 330 4,157 689 110 267 904
Silica ± Clay (SiCy) . . . . . . 340 41,075 707 138 215 934
The alteration domains were modelled using a combination of explicit and implicit
methods. Alteration strings were drawn section by section in Micromine and then
assembled into a 3D model using Leapfrog Geo 2023.2.1. The alteration domain
wireframes were flagged in the parent block model with codes explained in Table 7-22.
Table 7-22 Alteration Coding and Descriptions
Alteration File name Domain Code
Surface Weathering (UA) . . . . . . . . . . . pani_ua_300 300
Clay ± Chlorite (CyCh) . . . . . . . . . . . . pani_chcy_310 310
Clay ± Silica (CySi) . . . . . . . . . . . . . . . pani_cysi_320 320
Silica ± Chlorite (SiCh) . . . . . . . . . . . . pani_chsi_330 330
Silica ± Clay (SiCy) . . . . . . . . . . . . . . . pani_sicy_340 340
The recoverable resource estimate was implemented using localised unifor m
conditioning (LUC). The localisation component of the LUC calculates a grade for
each SMU within the panel whilst honouring the panel uniform conditioning (UC)
defined grade tonnage curve (Abzalov, 2006). The LUC estimate is likely to be a better
representation of the achievable selectivity (grade-tonnage curve) during mining than
the panel estimate.
LUC methodology is most applicable where the grade distribution is diffusive. A system
is considered to be diffusive if medium-grade material is located between lower-grade
and higher-grade material. A mosaic system is the opposite of a diffusive system, with
examples shown in Figure 7-6.
Figure 7-6 Example of (a) Diffusive Mineralised System and (b) Mosaic Mineralised
System
Diffusivity or grade architecture can be tested by plotting the ratio of the
cross-variogram over the simple variogram of different thresholds (usually the 10th
percentiles). When the ratio is constant, this means the threshold “i” is not spatially
correlated with the threshold “i+1”, and the grade architecture conforms more to the
mosaic model. If this ratio shows some structured variograms, the grade architecture is
considered to conform more to a diffusive model.
Diffusivity tests were performed in Isatis software for each domain. The results show
that mineralisation confor ms to the diffusive mineralisation model. The
implementation of UC and LUC estimation methods was therefore deemed appropriate
(refer to Figure 7-7).
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Figure 7-7 Cross-Variograms Ratio over the Simple Variograms for Domain 5002_1
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7.9 Model Validation
Comparison of the panel estimate block grades against the average capped composites,
average declustered (40 m x 40 m x 20 m), moving window average capped composites
and average kriging samples were completed for all domains. To retain the impact of
grade extrapolation of the composite samples versus blocks comparisons, additional
restrictions were placed on the analysis using sample distance to blocks. Range average
sample distance from blocks started at less than 10 m, followed by 25 m and beyond 25
m were categorised and statistically reported. The statistical results for the high -grade
Au domains are presented in Table 7-23 to Table 7-29.
Table 7-23 Composites Versus Blocks Au ppm Estimation Domain 5001_2 (5201)
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Table 7-24 Composites Versus Blocks Au ppm Estimation Domain 5002_1 (5102)
Table 7-25 Composites Versus Blocks Au ppm Estimation Domain 5002_2 (5202)
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Table 7-26 Composites Versus Blocks Au ppm Estimation Domain 5002_3 (5302)
Table 7-27 Composites Versus Blocks Au ppm Estimation Domain 5003_3 (5303)
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Table 7-28 Composites Versus Blocks Au ppm Estimation Domain 5004_3 (5304)
Table 7-29 Composites Versus Blocks Au ppm Estimation Domain 5005_3 (5305)
Note: Declw = declustered window (40m x 40m x 20m), Declk = declustered kriging (variogram), RD =
Relative difference, MWA = moving window average based on panel estimate
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Semi soft boundaries were applied to the estimation process and produced estimated
blocks using more samples on average when compared with the original domains, as
seen in Figure 7 -8. The 3000 domains have higher estimated block averages than the
sample domain, and the 5000 domains have lower estimated block averages than the
samples within the domain. This discrepancy was due to the mean not accounting for
lower grade samples outside the domain as a result of the impact of semi soft
boundaries.
Figure 7-8 Domain Comparison Sample vs Estimation
Representative sectional views (Figure 7-9 and Figure 7-10) demonstrate the visual
validation process and typical relationships between composite drill hole grades versus
block grades. The representative sections are overlaid with the lidar topography and
model blocks cut to the RPEEE $2,300/oz gold shell.
Figure 7-9 Representative East-West Section 62000N
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Figure 7-10 Representative East-West Section 62300N
Statistical comparison along easting, northing and elevation are reported through
swath plots and tables. Comparison between estimated blocks, informed blocks,
composite assays and declustered samples are shown as plots in Figure 7 -11 and Figure
7-12, and blocks versus composite statistics in Table 7-30 and Table 7-31.
The graphs in Figure 7-11 and Figure 7-12 explain, in general, the fluctuation of the
block grades follows the trend of the average composite and declustered samples. The
block grade trends indicate the smoothing effect on the estimation process is not
dominant. Table 7-30 and Table 7-31 also show the block estimates have lower grade
compared with the composite samples, which is due mostly to the semi soft boundary
effects.
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Figure 7-11 Swath Plot for Comps (pink), Declust Comps (blue) vs Blocks (cyan),
Informed Blocks (green) for Gold - Domain 5002_2 (5202)
Table 7-30 Composites Versus Blocks LUC Estimate Au ppm Domain 5002_2 (5202)
Statistic 2m comps
Decl
Sample LUC AU
LUC vs
Sample
(%)
Luc_Au vs
Decl
Sample
(%)
LUC
Informed
LUC
Informed
vs Sample
(%)
Luc_Au
Informed
vs Decl
Sample
(%)
Points . . . . . . 15723 15723 487420 3000 3000 472886 2908 2908
Mean . . . . . . 1.04 1.03 1.01 -2.94 -1.60 1.01 -2.67 -1.32
Std Dev . . . . . 2.39 2.15 0.92 -61.70 -57.44 0.92 -61.46 -57.18
Variance . . . . . 5.72 4.63 0.84 -85.33 -81.89 0.85 -85.15 -81.66
CV . . . . . . . . 2.30 2.10 0.91 -60.54 -56.75 0.91 -60.41 -56.60
Skewness . . . . 16.01 15.20 3.25 -79.68 -78.59 3.25 -79.68 -78.59
Kurtosis . . . . . 444.76 419.24 18.79 -95.78 -95.52 18.75 -95.79 -95.53
Log Mean . . . . -0.64 -0.62 -0.29 -55.52 -53.50 -0.29 -55.66 -53.65
Log Variance . . 1.26 1.22 0.59 -52.85 -51.41 0.60 -52.53 -51.09
Geom. Mean . . 0.52 0.54 0.75 43.03 39.09 0.75 43.15 39.21
Log-Est. Mean . 0.98 0.99 1.01 2.61 1.65 1.01 2.90 1.94
Maximum . . . . 105.72 105.72 17.30 -83.64 -83.64 17.30 -83.64 -83.64
75% . . . . . . . 1.07 1.08 1.25 16.70 15.53 1.25 16.72 15.55
50% . . . . . . . 0.54 0.57 0.75 39.19 32.15 0.75 39.39 32.34
25% . . . . . . . 0.25 0.26 0.46 83.47 75.04 0.46 83.08 74.66
Minimum . . . . 0 0 0.02 776.09 776.09 0.02 776.09 776.09
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Figure 7-12 Swath Plot for Comps (pink), Declust Comps (blue) vs Blocks (cyan),
informed Blocks (green) for Gold - Domain 5003_3 (5303)
Table 7-31 Composites Versus Blocks LUC Estimate Au ppm Domain 5003_3 (5303)
Statistic 2m comps
Decl
Sample LUC AU
LUC vs
Sample
(%)
Luc_Au vs
Decl
Sample
(%)
LUC
Informed
LUC
Informed
vs Sample
(%)
Luc_Au
Informed
vs Decl
Sample
(%)
Points . . . . . . 5,778 5,778 118,622 1,953 1,953 117,866 1,940 1,940
Mean . . . . . . 1.15 1.09 0.95 -17 -12.82 0.96 -16.84 -12.66
Std Dev . . . . . 3.07 2.99 0.89 -71.17 -70.38 0.89 -71.12 -70.33
Variance . . . . . 9.44 8.94 0.78 -91.69 -91.23 0.79 -91.66 -91.20
CV . . . . . . . . 2.67 2.73 0.93 -65.27 -66.03 0.93 -65.27 -66.03
Skewness . . . . 25.10 27.65 2.85 -88.64 -89.69 2.85 -88.66 -89.70
Kurtosis . . . . . 958.83 1,112 12.97 -98.65 -98.83 12.93 -98.65 -98.84
Log Mean . . . . -0.57 -0.60 -0.38 -33 -35.48 -0.38 -33.27 -35.74
Log Variance . . 1.49 1.45 0.72 -51.69 -50.63 0.72 -51.61 -50.55
Geom. Mean . . 0.56 0.55 0.68 20.86 23.56 0.68 21.05 23.75
Log-Est. Mean . 1.18 1.14 0.97 -17.68 -14.48 0.98 -17.50 -14.30
Maximum . . . . 144.25 144.25 11.79 -91.83 -91.83 11.79 -91.83 -91.83
75% . . . . . . . 1.19 1.14 1.16 -1.98 1.77 1.17 -1.63 2.14
50% . . . . . . . 0.62 0.62 0.70 11.46 11.26 0.70 11.90 11.70
25% . . . . . . . 0.29 0.29 0.39 35.79 36.73 0.39 35.95 36.90
Minimum . . . . 0 0 0.02 620.20 620.20 0.02 620.20 620.20
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7.10 Mineral Resource Classification
The Pani mineralised domains are of sufficient grade, geological continuity and drill
density to support the classification criteria of Measured, Indicated and Inferred
Mineral Resources as defined in the JORC. The resource classifications applied were
determined using a range of criteria when determining the appropriate classification.
These included:
• Geological, grade and volume continuity
• Drill data density, spacing and quality
• Estimation methodology
• Kriging quality (i.e., slope of regression, local estimation bias)
• Reliability of supplied depletion and topography surfaces
As with any non -rigidly defined classification there will always be some blocks within
categories that depart from the defined criteria. It is the Competent Person’s view that
the outcome must reflect a practical combination of both geological knowledge and
estimation quality parameters that may be more numerical in nature. This approach to
classification aims to avoid creating a complex numerically based ‘mosaic’ or ‘spotted
dog’ distribution of classified blocks.
JORC Code require that all reports of Mineral Resources have a RPEEE, as defined in
clause 19, quoted as follows:
“The term “reasonable prospects for eventual economic extraction” implies a judgement
(albeit preliminary) by the CPI in respect of the technical and economic factors likely to
influence the prospect of economic extraction, including the approximate mining
parameters. In other words, a Mineral Resource is not an inventory of all mineralisation
drilled or sampled, regardless of cut-off grade, likely mining dimensions, location or
continuity. It is a realistic inventory of mineralisation, which, under assumed and
justifiable technical and economic conditions, might, in whole or in part, becomes
economically extractable.”
The Mineral Resource estimate assumes bulk extraction using open pit mining methods
and recovery for gold by a gravity and a carbon in leach (CIL) circuit and a heap leach
circuit.
The Mineral Resource estimate is reported based on open pit methods with assumed
internal selectivity based on the selective mining unit (SMU). The 40 mE × 40 mN × 10
mRL and 20 mE × 20 mN × 5 mRL parent block size are an appropriate cell size for the
panel estimate and the 5 mE × 5 mN × 2.5 mRL is an appropriate SMU.
Ongoing technical studies at Pani have established preliminary mining, metallurgical
and other economic factors for an open pit mine, with recovery via a combination of
gravity, heap leach and CIL extraction. Initial studies have established the potential
“cut-off ” grade for heap leach operations of approximately 0.25 g/t Au.
An RPEEE code (RPEEE24b = 1) was defined for all blocks above the constraining pit
optimisation shell. The RPEEE AU pit shell was generated using the following
parameters:
• US $2,300/oz Au
• Cut-off grade of 0.2 g/t
• Slope angles of 40°
• Measured, Indicated and Inferred were used in the pit optimisation
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Grade extrapolation was restricted by the mineralisation wireframes. Mineralised
geological domains have been interpreted from geological logging, interpreted lithology
and logged number of veins and fractures. The mineralised domains are based on
logged veining, indicator iso -shells studies and geological matrix analysis.
The continuity and volume of the mineralised domains have been established by drilling
to a confidence level where the grade and quantity can be reasonably assumed.
In general, the interpreted mineralised volumes have not been extrapolated more than
the average drill hole spacing down dip or along strike, which adequately constrains the
mineralised volume to the expected limit of the assumed geological and grade
continuity.
The drill hole spacing ranges from 150 m x 150 m in poorly informed areas, to
approximately 20 m x 20 m within the more densely drilled zones of the GSM and
eastern PETS area. Infill drilling between the GSM and the PETS area provides enough
information to allow confident interpretation of the geological framework and a
reasonable assessment of the mineralisation continuity on both sides of the mountain.
The sampling, assay and QAQC procedures have been verified internally by MGR and
externally by Mining One, and are considered by the Competent Person to be sufficient
to form the basis of a Mineral Resource suitable for classification in accordance with
JORC Code.
The drilling database represents an appropriate record of the drilling and sampling
undertaken at the project. In general, drilling, surveying, sampling, analytical methods
and controls are considered appropriate for the style of mineralisation under
consideration.
QAQC analysis, independent data verification and verification drilling has
demonstrated the MGR and historical drilling data is of a precision level suitable for
use in mineral resource estimation.
It is reasonable to expect that further resource definition drilling within the Inferred
areas could result in significant material departures (both positive and negative) from
the current mineral resource estimate. This is reflected in the classification of the
Mineral Resource.
The 3D modelling methods and the associated search and interpolation parameters
used in the Ordinary Kriging (OK) and the LUC methodologies are considered
appropriate for the estimation of the Mineral Resource at this stage of the project.
Appropriate risk adjustments in the form of high-grade assay caps have been applied to
limit the influence of statistical outliers and rigorous model validation has been
undertaken. Potential overestimated grade on the edge of the high-grade domain
boundaries have been reduced by applying semi soft boundary methods, resulting in a
gradational grade extrapolation between domains.
Resource classifications were assigned to the estimate for all volumes which passed the
RPEEE criteria discussed previously. These classifications took into consideration the
following factors:
• Resource drilling – the confidence in the interpretation boundaries and related
mineralisation volumes related to the number, spacing and orientation of the
available drilling
• Continuity modelling – the spatial continuity of the respective domains based on
variogram analysis
• Estimation quality – the assessment of key estimation kriging statistics
• Validation results – the consideration of how well the underlying domain data is
reflected in the estimated blocks as assessed by global statistics and local trend
plots
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The resource classification was completed by assessing each of the estimation domains
independently against the drill data defining them. A series of polygons were developed
on 20m spaced east -west sections for the assignment of the applicable resource
classification. In general, the classification criteria applied can be summarised as
follows:
• The Measured Mineral Resource is defined by a nominal drill spacing of < 20 mN
x 20 mE, supported by a kriging slope of regression > 0.7 for gold, is constrained
within the $2,300/oz Au economic pit shell and within the mineralised estimation
domains (3000 and 5000)
• The Indicated Mineral Resource has a nominal drill spacing of < 40 mN x 40 mE,
a kriging slope of regression of the estimated gold grade of > 0.45, above the
constraining economic pit shell at $2,300/oz Au and within the mineralised
estimation domains (3000 and 5000)
• The Inferred Mineral Resource is material within the mineralised estimation
domains, above the constraining economic pit shell at US$2,300/oz Au and with
adequate drill hole spacing to support geological and grade continuity (i.e. < 100
mN x 100 mE)
The classification for silver was assumed to be the same as the gold due to the limited
materiality of the element.
Surface stockpiles were classified as Measured. This was supported by grade control
drilling, volume surveys and cross checks against reconciliation data.
This general classification approach was adjusted to ensure consistent zones of
equivalent confidence resources were generated. The Measured, Indicated, and Inferred
Mineral Resource classification appropriately reflects the view of the Competent
Person for the resource. Refer to Figure 7-13 for Pani Gold Project resource
classification map.
Figure 7-13 Pani Resource Classification Map
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7.11 Mineral Resource Statement
The Pani Mineral Resource estimate combines the mineral resources contained in both
the GSM CoW and the PETS IUP . The block model was depleted as of 31 December
2025 (Dec -25 MRE) with a cut-off grade of 0.2 g/t Au and above a December 2024
RPEEE shell at a gold price of $2,300/oz. Resources are reported as Measured,
Indicated and Inferred and include 0.9 Mt of surveyed surface stockpiles (Table 7-32).
Comparison with the previous MRE at Pani Gold Mine (Sep-25) is also presented.
Table 7-32 Comparison of Current to Previous Pani MREs (>0.2 g/t Au cut-off above
RPEEE $2,300/oz gold)
MRE Classification
Tonnes
(Mt) Au (g/t) Ag (g/t) Au (Moz) Ag (Moz)
Dec-25 . . . . . . . . . . . Measured 7.7 0.87 1.66 0.2 0.4
Indicated 235.6 0.77 0.73 5.9 5.6
Inferred 48.2 0.59 0.37 0.9 0.6
Total 291.5 0.75 0.71 7.0 6.6
Sep-25 . . . . . . . . . . . Measured 7.6 0.92 1.51 0.2 0.4
Indicated 236.6 0.77 0.74 5.9 5.6
Inferred 48.2 0.59 0.37 0.9 0.6
Total 292.4 0.75 0.70 7.01 6.6
Difference . . . . . . . . Global -0.9 0 0.01 -0.01 0
Relative Difference . . . Global 0% 0% 1% 0% 0%
Notes:
• Both MREs are flagged by the August 2024 RPEEE
• Block model Dec-25 MRE: bm_pan24b_eng_meas.dm
• Database cut-off date: 8 August 2024
• Topography/depletion surface Dec-25 MRE: update_basemap_topo_all_baganite_260101_void2_
DTMTR.dm
• Reported within a US$2,300/oz Au pit shell (rpeee_for_24bTR.dm). The pit shell was generated using
a gold recovery of 93%, an average mining cost of US$1.95/t, a processing cost of US$18.25/t and an
overall pit slope angle of 40 degrees, gold royalty 10%
• Dec-25 MRE includes 0.9mt @ 0.50g/t Au and 3.86g/t Ag of Measured surface stockpiles surveyed as
of 31 December 2025. Grades based on grade control data acquired during mining.
• Mineral Resources are not Mineral Reserves and may not have demonstrated economic viability. The
estimate of Mineral Resources may be materially affected by environmental, permitting, legal, title,
taxation, socio-political, marketing, or other relevant issues
• Figures may not add up due to rounding
Comparison of the Dec-25 to Sep-25 MREs at a ≥ 0.2 g/t Au thresho
 ld and above the
RPEEE shell defined at the time for each MRE resulted in a 0.01 Moz global gold ounce
decrease due to depletion during that period. Both the Dec-25 and Sep-25 MRE are
based on the block model used for the Q2 2024 MRE (bm_pan24b).
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The major update for the Sep -25 MRE was a relatively small volume of Indicated
upgraded to Measured (refer to Table 7-1) that was isolated to densely drilled areas (<
20 m x 20 m spacing) exhibiting good estimate performance (slope of regression > 0.7).
This update took place after internal review of the MRE and incorporation of
recommendations from Mining One after a previous external review of the Q2 2024
MRE.
The only changes from the Sep-25 to Dec-25 MRE were a revised topography/depletion
surface and addition of surveyed surface stockpiles to 31 December 2025. The amount
of depletion exceeded stockpile balances, resulting in the relative differences noted in
Table 7-1.
7.12 Grade Sensitivity Analysis
The global resource model quantities at Pani are shown in Table 7-33 to demonstrate
grade sensitivity based on the reporting cut-off grade. The resource quantities are
presented to show the change in tonnage and grade based upon cut-off grade and
exclude surveyed surface stockpiles.
Table 7-33 Pani Global Resource Model Quantities
Cut-off (Au g/t)
Tonnes
(Mt) Au (g/t) Ag (g/t) Au (Moz) Ag (Moz)
0.0 . . . . . . . . . . 444 0.52 0.60 7.5 8.6
0.2 . . . . . . . . . . 291 0.75 0.69 7.0 6.4
0.4 . . . . . . . . . . 188 0.99 0.75 6.0 4.5
0.6 . . . . . . . . . . 125 1.25 0.81 5.0 3.3
0.8 . . . . . . . . . . 85 1.50 0.88 4.1 2.4
1.0 . . . . . . . . . . 59 1.77 0.95 3.4 1.8
1.2 . . . . . . . . . . 43 2.03 1.02 2.8 1.4
1.4 . . . . . . . . . . 31 2.29 1.08 2.3 1.1
1.6 . . . . . . . . . . 24 2.55 1.15 1.9 0.9
1.8 . . . . . . . . . . 18 2.79 1.22 1.7 0.7
2.0 . . . . . . . . . . 15 3.04 1.29 1.4 0.6
Notes:
• Block model: Dec-25 MRE (bm_pan24b_eng_meas.dm)
• Topography/depletion surface: update_basemap_topo_all_baganite_260101_void2_DTMTR.dm
A grade tonnage curve of the resource quantities for gold is il lustrated in Figure 7-14.
The reader is cautioned that the resource quantities presented in Table 7-33 and Figure
7-14 are not to be misconstrued with a Mineral Resource Statement. The resource
quantities are only presented to show the sensitivity of the block model estimate in
relation to various cut-off grades.
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Figure 7-14 Pani Gold Grade-Tonnage Curve
7.13 Exploration Potential and Recommendations
Based on the site visit and review of the resource estimate and associated data,
recommendations on exploration potential are as follows:
Continued exploration work at the two prospects and broad prospective area at Pani:
• Kolokoa Prospect: Active diamond drilling was observed during the site visit at
the Kolokoa prospect south of Pani. Continuing with step -out drilling in this area
is recommended, as testing for continuity of mineralisation may confirm the
presence of a single larger-scale epithermal system.
• Lone Pine Prospect: A separate mineralised system known as Lone Pine has been
interpreted to the north of Pani, and was observed from the mine lookout during
the site visit. Mining One agree that Merdeka’s future plans for geological
mapping and a scout drill program are appropriate methods to test mineralisation
extents.
• Dome Perimeter (extension of the proposed open pit): Near-mine and
exploration upside potential exists to the northeast and south of the planned Pani
open pit. The geological model provides a prospective volume to drill test to its
limits, particularly given prospective structural features have previously been
mapped at these extents. Investigation into the source of epither mal
mineralisation is ongoing, with deeper drilling under the current mineralisation
recommended to test for feeder structures and a possible porphyry source to
mineralisation. This area is prospective as Pani mineralisation is open at depth
and additional drilling at depth may reveal additional resources.
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Continued structural data collection:
• Pani is structurally complex and data capture from drill core and mapping
continues to be taken to a high standard, with 3D models being guided by this
data. Newly exposed pit walls should be mapped and additional structural data
captured and appended to the existing database for ongoing modelling.
8 ORE RESERVE ESTIMATION
8.1 Ore Reserve Estimation Overview
The estimation of Ore Reserves for Pani has been completed by Mining One in
accordance with the standards and guidelines as set out in JORC Code.
The JORC Code defines an “Ore Reserve” as:
“the economically mineable part of a Measured and/or Indicated Mineral Resource. It
includes diluting materials and allowances for losses, which may occur when the material is
mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as
appropriate that include application of Modifying Factors. Such studies demonstrate that,
at the time of reporting, extraction could reasonably be justified.”
The conversion from Mineral Resources to Ore Reserves is guided by the Code’s
terminologies which are described in Figure 8 -1.
Figure 8-1 General Relationship between Mineral Resources and Ore Reserves
The Ore Reserve Estimates are based on technical studies conducted at pre-feasibility
study (PFS) level or higher as is required by the JORC Code. Operational data gathered
since operations begun at Pani have also been incorporated.
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8.2 Technical Studies
Mining One has conducted a review of the relevant technical studies and operational
data to verify that, at the time of reporting, the mineable part of the Mineral Resource
forms the basis of a technically and economically viable project, after taking account of
material Modifying Factors.
The key technical study reviewed is the ‘Feasibility Study Report Pani Gold Project
Update 14 March 2024’, referred to as “FS 2024”.
FS 2024 is the latest published feasibility study and follows a previous study completed
in 2022. Additional studies have been conducted since FS 2024 was completed for the
purposes of refining FS 2024 and unlocking the full potential of Pani. These additional
studies underpin the increase in Ore Reserves from FS 2024 Ore Reserves estimates to
current estimates. Keys amongst these supportive studies are:
• Pani Tailing Storage Facility (TSF) Hulawa Prefeasibility Design Summary; and
• Filtered Tailings Facility (FTF) Design PFS.
In addition to reviewing relevant technical and supportive studies, Mining One has
assessed the Modifying Factors adopted in FS 2024 and/or their modifications as used
in subsequent reports to be acceptable for the reporting of Ore Reserves. Additionally,
Mining One has generated its own independent life of mine schedule to validate Pani’s
internally generated mine schedule. The Ore Reserves Estimates and the mine schedule
reported in this document are based on Mining One’s independently generated life of
mine schedule for Pani.
Only open pit operations are considered for the reporting of Ore Reserves Estimate
presented in this Report.
8.3 Cut-off Grade
Gold constitutes the primary Mineral Resource of Pani and serves as the main saleable
product. Silver is considered a by -product and its sale in the form of silver in doré
contributes approximately 1% of the total net revenue for Pani Gold Mine. Due to its
relatively low contribution to net revenue, silver revenue is not considered in the
estimation of cut-off grade. Gold grade is used in classifying material into “ore” or
“waste”.
Although the JORC Code allows for marginally economic material to be included in
Ore Reserves, Pani adopts the use of break-even cut-off grade (COG) in estimating Ore
Reserves. Cut-off grades have been estimated for different material weathering (oxide,
transition, fresh and tuff) depending on material location within the pit (Pani or
Baganite area) and processing path — HL or CIL.
Input parameters used in estimating COGs have been updated since FS 2024. Table 8-1
provides updated input parameters and values used in determining COG, calculated
using the formula:
COG = {
CP + CG
}/ (1 – DF)[
Pg × (1 – RT) – CR
] × RPKT
where:
CP: Processing operating cost
CG: General and administration costs
PG: Price of Gold in US $/oz
KT: Conversion factor for troy ounces to grams
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RT: Total applicable royalty payments in percentage
CR: Refining Costs
RP: Overall plant processing recovery for gold
DF: Dilution Factor
Table 8-1 Estimated Cut-off Grades for Process Path, Material Location and Weathering
CIL Heap Leach
Parameter Unit
All
Areas
All
Areas Baganite Pani
Ox,
Tr, Fr Tuff Ox Tr Fr Ox Tr Fr
CP . . . . . . . . . $/t.ore 11.59 5.04 5.04 5.04 5.04 5.04 5.04 5.04
CG . . . . . . . . . $/t.ore 1.91 3.77 3.77 3.77 3.77 3.77 3.77 3.77
PG . . . . . . . . . $/oz 2,300 2,300.00 2,300 2,300 2,300 2,300 2,300 2,300
KT . . . . . . . . . 31.1035 31.1035 31.1035 31.1035 31.1035 31.1035 31.1035 31.1035
RT . . . . . . . . . % 12.00 12.00 12.00 12.00 12.00 12.00 12.00 12.00
CR . . . . . . . . . $/oz 2.52 2.52 2.52 2.52 2.52 2.52 2.52 2.52
RP . . . . . . . . . % 92.56 75.00 70.00 62.00 36.00 86.90 85.00 50.00
DF . . . . . . . . . % 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00
COG – Calculated . g/t 0.24 0.19 0.20 0.23 0.40 0.16 0.17 0.29
COG – Preferred . . g/t 0.24 0.20 0.20 0.23 0.40 0.20 0.20 0.29
Notes:
1. All dollar amounts are in US$.
2. A minimum cut -off grade of 0.20 g/t is preferred to align with the minimum cut-off used for reporting
Mineral Resources.
Depending on material weathering and location within the pit
 COG ranges between
0.20 g/t and 0.40 g/t if material is processed through the HL plant. Irrespective of
material weathering, COG of 0.24 g/t is estimated when material is processed through
the CIL plant.
The use of 0.20 g/t presents an opportunity for growth of Mineral Resources and Ore
Reserves as the calculated cut-off for some domains is lower than 0.20 g/t.
The application of grade cut-over strategies to classify ore into discrete high-grade and
low-grade bins is operationally constrained by the topographical limitations of the Pani
deposit. The terrain restricts the establishment of dedicated stockpile areas, thereby
limiting the feasibility of selective high-grading practices. Consequently, Life-of-Mine
(LOM) schedule developed by Mining One adopts a conservative approach by excluding
cut-over implementation for preferential high-grade plant feed. This conservative
stance ensures operational simplicity while maintaining consistent throughput.
However, the absence of cut-over utilisation presents a future opportunity. As
additional real estate becomes available in future phases of development, the creation of
segregated stockpiles could enable strategic blending and prioritisation of higher-grade
ore to optimise plant feed and possibly enhance overall project economics.
8.4 Modifying Factors
‘Modifying Factors’ are considerations used to convert Mineral Resources to Ore
Reserves. These include, but are not restricted to, mining, processing, metallurgical,
infrastructure, economic, marketing, legal, environmental, social and governmental
factors. The key factors include mining losses and dilution, open pit optimisation and
design, processing and metallurgical factors.
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8.4.1 Mining Dilution and Ore Loss
Mining dilution and ore losses have been introduced by regularising the Mineral
Resource block model of a 5 mX x 5 mY x 2.5 mZ block size dimension to a 10 mX X 10
mY X 7.5 mZ for mine engineering and Ore Reserves purposes. This regularisation
process is to standardise model block sizes based on mining techniques and size of
proposed mining equipment. Block height of 7.5 m corresponds to blast bench height,
while 10 m x 10 m sizes fit the proposed mining fleet. This step incorporates ore dilution
and ore loss into the block model:
• Dilution occurs when a sub -block with a grade below ore cut-off grade is
averaged into the regularised block with an average grade that is above the ore
cut-off grade.
• Ore loss occurs when sub-blocks that meet the ore cut-off grade are combined
with other blocks that results in the regularised block grade being below the
ore-cut-off grade.
The grade tonnage curve between MR block model and regularised block model was
compared to show the change in grade and tonnes of material at different cut-off grade
due to the regularisation process. Figure 8-2 shows the grade tonnage curves for
Indicated resources only.
The ore dilution and mining recovery were back calculated by comparing the tonnes
and gold grade in the regularised model to the tonnes and gold grade in Mineral
Resource Model. From the chart, at cut-off grades of 0.20-0.40 g/t Au, the ore dilution
is estimated to be 2 to 3% with no losses. These dilution and mining recovery estimate
are typical of operations with massive orebody intended to be bulk-mined to take
advantage of economies of scale associated with high-volume-low-strip ratio operation
such as Pani.
Figure 8-2 Grade Tonnage Comparison – Measured and Indicated Resources
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In relation to dilution and ore losses, Mining One has reviewed the performance of the
Reserves Block Model. Although the performance results are over the short period of
operating, from October to December 2025, the results show that the derived mining
dilution and ore losses are likely conservative. The actual performance of the Reserves
model is provided in Table 8 -2. For additional reference, a grade control model is also
used as a comparison. In this context, a grade control block model is a short-term,
high-resolution geological and grade model (only at localised area) used to support
daily and weekly mine production decisions. The model is typically developed to more
accurately define ore and waste boundaries ahead of mining.
Table 8-2 Block Model vs. Production Physicals Reconciliation, October - December
2025
Mining Physical
Ore
Reserve
(OR)
Model
Grade
Control
(GC)
Model Actual
GC Model
vs. OR
Model
Mine
Production
vs. OR
Model
Mine
Production
vs. GC
Model
Tonnes (t) . . . . . . 751,265 898,662 881,513 120% 117% 98%
Au Grade (g/t) . . . 0.47 0.48 0.48 102% 101% 100%
Contained Gold
(Oz) . . . . . . . . 11,426 13,874 13,557 121% 119% 98%
8.4.2 Open Pit Optimisation
The optimal open pit shell is generated by considering revenue from only Measured and
Indicated Resources to identify as required by the JORC Code.
Open pit optimisation incorporates geotechnical overall slope angles, gold price,
royalties, processing plant recovery, mining, processing, general and administrative
costs and refinery charges.
The pit optimisation work is further detailed in Section 9.5.1.
8.4.3 Open Pit Design
Open pit designs have been developed considering pushback sequence generated during
open pit optimisation, safe operating requirements of equipment including minimum
mining width, haul road design parameters and geotechnical slope design parameters
inclusive of berm width, batter face angle and bench height.
Processing and metallurgical factors are discussed in detail later in Section 10 of this
report.
8.5 Ore Reserve Statement
In accordance with guidelines specified in the JORC Code, Mining One has estimated
the Ore Reserves for Pani Gold Mine. The Ore Reserves estimates are based on Mining
One’s review of technical studies conducted for the Project and operational records,
which together are considered to be at the level of at least Pre-Feasibility Study. The Ore
Reserves estimates are reported as ore delivered to the processing plant(s) and form the
economically mineable part of the Measured and Indicated Mineral Resources within
the designed open pits. The Measured and Indicated Resources have been classified as
Proved and Probable Ore Reserves respectively. The Ore Reserves, reported as of 31
December 2025, are for Pani Gold Mine which is the only mine the Company operates.
As of the effective date of 31 December 2025, the Ore Reserves for Pani Gold Mine
open pit consists of 203.1 Mt of ore at an average gold grade of 0.79 g/t for 5.2 Moz of
contained gold and an average silver grade of 0.84 g/t for 5.5 Moz of contained silver.
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Table 8 -3 provides the estimates of Ore Reserves for Pani Gold Mine.
Mining One notes that there is opportunity for the Ore Reserves to significantly grow in
the future as the current estimates are limited by available capacity for which technical
studies at PFS level has been conducted for the purposes of storing tailings generated
by the operations. Mining One acknowledges that further technical studies to store
tailings, when completed to PFS level, will result in increase in estimates of Ore
Reserves.
Table 8-3 Ore Reserves Statement for Pani Gold Mine as of 31 December 2025
Proved Reserves Probable Reserves Total Reserves
Tonnes
(Mt)
Au Grade
(g/t)
Tonnes
(Mt)
Au Grade
(g/t)
Tonnes
(Mt)
Au Grade
(g/t)
Contained
Au (Moz)
Gold Ore Reserves
Stockpiles . . . . . . . . . . 0.9 0.50 – – 0.9 0.50 0.0
Heap Leach (HL) . . . . . . 3.9 0.84 58.1 0.62 62.1 0.64 1.3
Carbon -in-Leach (CIL) . . . 2.9 1.07 137.2 0.86 140.1 0.86 3.9
Total Gold Ore Reserves . . . 7.7 0.89 195.4 0.79 203.1 0.79 5.2
Proved Reserves Probable Reserves Total Reserves
Tonnes
(Mt)
Ag Grade
(g/t)
Tonnes
(Mt)
Ag Grade
(g/t)
Tonnes
(Mt)
Ag Grade
(g/t)
Contained
Ag (Moz)
Silver Ore Reserves
Stockpiles . . . . . . . . . . 0.9 3.86 – – 0.9 3.86 0.1
Heap Leach (HL) . . . . . . 3.9 1.58 58.1 0.90 62.1 0.94 1.9
Carbon -in-Leach (CIL) . . . 2.9 1.03 137.2 0.77 140.1 0.77 3.5
Total Silver Ore Reserves . . . 7.7 1.64 195.4 0.81 203.1 0.84 5.5
Notes:
1. Ore Reserves are calculated assuming a long-term average gold price of US$2,300/oz.
2. Rounding may result in apparent summation differences between tonnes, grade and contained metal.
3. Estimates of metal contained in the Ore Reserve do not include allowances for processing losses.
4. The effective date of the Ore Reserve estimate is 31 December 2025.
5. The Ore Reserves are defined at the point where the ore is delivered to the processing plant.
6. The Ore Reserves reported above are included in the Mineral Resources and are not in addition to the
Mineral Resources.
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8.6 Comparison with Previous Ore Reserve Statement (9 September 2025)
For comparison, the previous Ore Reserves Estimate (“ORE”), as at 9 September 2025,
is presented in Table 8 -4. The comparison indicates that the Ore Reserve tonnes have
increased by 260% with contained gold and silver increasing by 270% and 190%
respectively. The increase in Ore Reserves is attributable to the following factors:
• Increase in gold price assumption used in estimating cut-off grade from $1,650/oz
in September 2025 ORE to $2,300/oz in December 2025 ORE. This results in
lower economic cut-off grades and a corresponding increase in economically
mineable material.
• Increase in capacity of the HL facility. The September 2025 ORE was limited by
a heap leach pad capacity of 51.5 Mt. Subsequent studies, completed to at least a
PFS level, have demonstrated that heap leach capacity can be expanded to 63 Mt.
• Increase in capacity to store tailings produced from CIL operations. The 9
September 2025 ORE was limited by TSF capacity of 26.0 Mt. Subsequent
studies, completed to at least a PFS level, have demonstrated that the TSF
capacity can be increased to 89 Mt. In addition, the inclusion of a Filtered
Tailings Facility (FTF) with a capacity of 54 Mt results in a total tailings capacity
of approximately 143 Mt.
Table 8-4 Previous Ore Reserves Statement for Pani Gold Mine as of 9 September 2025
Proved Reserves Probable Reserves Total Reserves
Tonnes
(Mt)
Au Grade
(g/t)
Tonnes
(Mt)
Au Grade
(g/t)
Tonnes
(Mt)
Au Grade
(g/t)
Contained
Au (Moz)
Gold Ore Reserves
Stockpiles . . . . . . . . . . – – – – – – –
Heap Leach (HL) . . . . . . 3.9 0.88 47.7 0.65 51.5 0.66 1.1
Carbon -in-Leach (CIL) . . . 1.4 1.06 24.6 1.00 26.0 1.00 0.8
Total Gold Ore Reserves . . . 5.3 0.93 72.2 0.77 77.5 0.78 1.9
ORE 31 Dec 2025 vs. ORE 9
Sept 2025 . . . . . . . . . . 145% 96% 271% 103% 262% 101% 274%
Proved Reserves Probable Reserves Total Reserves
Tonnes
(Mt)
Ag Grade
(g/t)
Tonnes
(Mt)
Ag Grade
(g/t)
Tonnes
(Mt)
Ag Grade
(g/t)
Contained
Ag (Moz)
Silver Ore Reserves
Stockpiles . . . . . . . . . . – – – – – – –
Heap Leach (HL) . . . . . . 3.9 1.98 47.7 0.95 51.5 1.02 1.7
Carbon -in-Leach (CIL) . . . 1.4 1.13 24.6 1.41 26.0 1.40 1.2
Total Silver Ore Reserves . . . 5.3 1.75 72.2 1.10 77.5 1.15 2.9
ORE 31 Dec 2025 vs. ORE 9
Sept 2025 . . . . . . . . . . 145% 94% 271% 74% 262% 73% 190%
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9 MINING ASSESSMENT
9.1 Mine Operating Status
Mining of alluvial gold deposits was recorded during the Dutch era in the early 20th
century. The Dutch attempted dredging the river downstream from the Pani deposit.
The Dutch also excavated two (2) exploratory adits above creek level into the lower
parts of Pani Ridge. Artisanal hard -rock and alluvial mining continues throughout the
greater Pani region.
Under the current ownership, conventional open pit mining operations at Pani Gold
Mine commenced in October 2025. The mine is currently at the initial stages of ramping
up production.
The actual 2025 production is summarised in Table 9-1.
Table 9-1 Monthly Mine Production Performance for Pani
Mining Physicals Unit
Actual Performance
October
2025
November
2025
December
2025 Total
Ore Mined . . . . . . . . . t 172,987 228,389 480,137 881,513
Au Grade . . . . . . . . . . g/t 0.33 0.53 0.51 0.48
Ag Grade . . . . . . . . . . g/t 2.65 3.64 4.71 4.03
Au Metal . . . . . . . . . . oz 1,822 3,888 7,848 13,557
Ag Metal . . . . . . . . . . oz 14,740 26,691 72,675 114,107
Waste Mined . . . . . . . t 167,413 29,387 59,073 255,874
Total Material Mined . t 340,401 257,776 539,210 1,137,387
Strip Ratio . . . . . . . . . t/t 0.97 0.13 0.12 0.29
Based on public information disclosed in the ‘ Q4 Exploration Report’ published on 12
January 2026, the exploration program during Q4 2025 was primarily directed toward
advancing gold resource development at the Pani Gold Mine. Key highlights of the
program are as follows:
• Total estimated exploration expenditure for the quarter was IDR17.69 billion
(approximately US$1.06 million).
• Activities undertaken were as follows:
o Surface drilling, geological mapping, and surface sampling
o Hardness mapping and modelling using point load tests
o Alteration and mineralisation analysis utilizing XRF, ASD, LIBS, and ICP
methods
o Updates to survey topography and refinement of the geological model
• Target areas were selected based on regional geological considerations and
historical exploration data, highlighting mineralisation potential both within and
beyond the existing pit limits.
• Two Diamond Drill rigs completed 12 drill holes, totalling 2,199.5 metres, at the
Kolokoa prospect.
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9.2 Surface Water Hydrology
9.2.1 Surface Water System
The Project area covers part of the Upper Taluduyunu River basin, the river flowing
from the north joining the Botudulanga River downstream in the south. The Upper
Taluduyunu River catchment area is around 62.35 km 2 with a gradient of 0.54 m/m. The
gaining river flow is supplemented by tributaries some of which have seasonal flow only.
River flow in the upstream section was recorded 4.8 m 3/s in the wet season and 1.2 m 3/s
in the dry season. Within the downstream section flow was recorded at 8.7 m 3/s and 2.5
m3/s, respectively (LAPI ITB 2018). Puulo Creek is the main creek discharging to the
river (0.2 m 3/s upstream and 0.5 m 3/s downstream).
Drainage from the upland area around Pani Hill is generally radial with incised creek
valleys removing rainfall runoff rapidly. As the mine pits occupy the top of this hilly
area there are no major external inflows draining into the pit area as the surrounding
creeks are direct runoff away from the pit perimeter.
9.2.2 Surface Water Quality
Surface water quality assessed from sampling shows conformance with appropriate
quality standards, PP 82/2001, except for Zn and Fe. Zn concentrations are consistently
in the range 0.07 -0.12 mg/L, indicative of reaction with river sediment or mineralised
rock, and high Fe concentration are caused by oxidation of iron-rich minerals. In the
upstream part of the catchment, illegal mining activity is responsible for high turbidity
and associated elevated Fe.
9.2.3 Rainfall
Rainfall analysis of data from the Baganite weather station (Pani Hill) and satellite
rainfall data shows the average annual rainfall is approximately 1,814 mm/year with
monthly rainfall ranging between 72 and 200 mm/month. Dry season rainfall between
August and October ranges between 85 to 111 mm/month. The estimated average
annual evaporation is 1,489 mm/year, with monthly values ranging between 102 to 137
mm/month.
Design rainfall intensity has been determined from analysis of the long-term rainfall
data with intensities of 204 mm/day for a 10-year ARI and 267 mm/day for a 50-year
ARI.
9.2.4 Surface Water Management
The final pit outline is divided into 6 excavated and one unexcavated catchment for the
purpose of drainage design. Surface water entering the pit, together with direct rainfall
and groundwater seepage and inflow, requires removal to maintain the safety and
progress of mining work (Figure 9-1).
Components of the surface water management system are as follows:
• Cut-off drain: Collects and directs surface water away from the mining area.
• Grading: Creates controlled slopes to guide water runoff to designated drainage
features.
• Bund walls: creates a boundary structure to redirect runoff towards a designated
outlet.
• Contact drain: Collects groundwater or surface water to nearest sump pit.
• Sump: Constructed at the lowest elevation of the pit to gather water entering the
pit or operational areas for pumping to the nearest collection/sediment pond.
• Collection/Sediment Pond: Retains and treats water runoff or pumped from
sump for removing sediments and pollutants.
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• Control Point: Monitors water flow and quality to meet the required standard
regulation.
Figure 9-1 Outline Pit Water Management (WSP 2023)
9.2.5 Water Balance Assessment
The water balance simulates the components of the water management system and their
performance in response to hydrological events. This is driven by dynamic or stochastic
variables such as precipitation and evaporation, and considers the uncertainty of
processes, parameters, and events. The water balance model incorporates the
operational performance and management requirements of the system which may be
defined by rules, regulations, and required operating conditions and constraints.
The GoldSim model approach assess the water management design and strategy by
evaluating the storage levels of collection ponds, sumps, and the impact from climatic
variability as these relate to the pit development stages and the changing demand for
storage and pump requirements (Figure 9 -2). The model is applied to determine sump
overflow probability, average drying time during high rainfall events, proposed pump
sizes and discharge volumes from the collection pond.
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Figure 9-2 Water Balance Flow Diagram (WSP 2023)
The capability of the dewatering pump required to dry out the pit within 3 days is
around 223 m 3/day. The probability of overflow is less than 1% throughout the year.
Two sediment ponds are therefore proposed to control discharge and sediment in the
water to be pumped from the PETS pit.
9.3 Hydrogeology
9.3.1 Cumulative Studies
Pre -Feasibility Study, completed by PSM in 2013, included field work and numerical
modelling. Recent studies aimed at characterisation and conceptualisation of the
project groundwater system commenced with preliminary numerical groundwater
modelling by LAPI-ITB in 2017 for the project water management study, and the
comprehensive Lorax Hydrogeology Assessment in 2018 which contributed to the
development of the Conceptual Study Combined Report (DRA December 2022). This
was proceeded by a gap analysis for geotechnical and hydrology completed by Golder a
year earlier and additional contributory studies to the Conceptual Study including
those by LAPI-ITB (June 2022). WSP Golder completed preliminary numerical
groundwater modelling in 2023 and 2024 contributing to the development of the FS
report with significant and definitive numerical studies completed in December 2025 as
pit shells were developed and field data acquired. The progression from the
development of the conceptual model, through early numerical studies, culminating in
definitive model updates between 2017 and the present, alongside the acquisition of
field test data, has led to a good understanding of the groundwater system that will
influence the mining operation and, conversely, be impacted by this. These studies are
also necessary to satisfy the regulatory and legislative requirements such as GoIFS and
AMDAL.
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9.3.2 Overview
Aquifers in the Pani area can be divided into porous media and fractured media. The
porous media aquifer consisting of alluvial deposits that form an unconfined aquifer
system contained within the Taluduyunu and Botudulanga River alluvium. The
dominant aquifer system outside of the river valleys is a fractured media system present
as semi -confined to confined aquifers consisting of fractured rhyodacite and breccia
lithology. Permeability depends on the fracture intensity and degree of alteration.
Hydraulic connectivity occurs between porous media aquifers and fractured aquifers;
however, less permeable tertiary volcanic deposits may separate the two hydrogeological
systems. Massive rhyodacite and granodiorite intrusives and unfractured sedimentary
rocks are considered non-aquifers (aquifuge) over the basement zone of the study area
hydrogeological system.
The Lorax drilling program (2018) investigated the groundwater table conditions at six
locations (GWM-01 to GWM-06), concluding:
• Depth of groundwater table generally ranges from +0.58 to -24 mbgl.
• Groundwater levels within the upland recharge area are deeper than the lowland
discharge area and the groundwater level become shallower with decreasing
elevation.
• The groundwater table in the fractured area is deeper resulting from higher
permeability within the fractured aquifer suggesting a recharge mechanism to the
deeper groundwater system.
• The shallow aquifer system in the Project area is dominantly an unconfined
aquifer, as indicated by the shallow groundwater table, high permeability and
high storativity.
• Slight flowing artesian groundwater conditions were noted in one location,
GWM-04. This condition occurred in a limited area near the Taluduyunu River,
in the southwestern part of the Project area. This is probably due to the presence
of fractures which allow the flow of groundwater upward to the surface.
9.3.3 Groundwater Conceptualisation
The conceptual model was developed from the geological, alteration and oxidation
models influencing groundwater occurrence and movement. Increased permeability is
associated with the degree of weathering, alteration and the parent rock type. Deeper,
largely unaltered zones transitioning to fresh rock exhibit lower permeability.
9.3.4 Hydraulic Parameters
Geotechnical and hydrogeological investigations between 2023 and 2025 included
hydraulic testing with 179 single and double packer tests completed in boreholes across
the mine area. Lugeon test results were compared with rock mass discontinuity
conditions to represent the influence of fracturing:
• High hydraulic conductivity ranging between 2 x 10
-5 and 1x10 -6 m/s is associated
with completely weathered units.
• Moderate hydraulic conductivity units range from 2 x 10 -5 to 4 x 10 -7 m/s.
• Low hydraulic conductivity values represent tight and very tight rock mass
conditions ranging between 2 x 10 -7 and 2 x 10 -8 m/s.
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9.3.5 Numerical Modelling
The previous numerical model developed by WSP in 2022 and 2023 was used to define
the updated 2025 modelling. The model is bounded by hydraulic features, with the
Taluduyunu River to the west, Batudulanga River to the south, and dominant streams
at the northern and western sides of project area. The model boundaries encompass the
watershed around the Pani pit area and the adjacent catchments that could be
influenced by future mining operations. Boundary conditions (BC) in the model were
set accordingly:
• Hydraulic head BC with maximum flow constraints (Dirichlet BC) applied along
the rivers and streams. This BC sets the hydraulic head equivalent to the
topographic surface elevation. Flow is constrained within the model when the
water level is below the topographic elevation, and discharge occurs exclusively
from the groundwater system to the stream.
• Inflow recharge rates between 145 and 210 mm/year were assigned to the
uppermost layer across the entire model domain area.
• No-flow BC applied at the bottom and lateral boundaries of the model domain to
represent impermeable basement conditions.
9.3.6 Operational Dewatering Requirement
Dewatering is achieved by installing pumps and drains to collect, intercept and drain
seepage and inflows as well as any surface water runoff and direct precipitation within
in the pit:
• Sumps and pumps in the pit floors, from where water is pumped out of the pit.
Where pit walls are stable and seepage can drain freely, groundwater entering the
pit can be directed by drains to pit sumps.
• Targeted dewatering bores to reduce groundwater levels within the pit floor and
outside the pit walls. Targeting productive geological structures (faults and
joints) or rock types with enhanced per meability, may be effective in
depressurising overlying strata and intercepting groundwater flow before it enters
the pit.
• Horizontal drain holes installed into the pit walls to remove groundwater away
from the pit walls to improve pit wall stability. Depressurisation of the pit walls
improves pit wall stability and enhances factors of safety. Inclined drain holes
can be individual holes or arrays (fans) of holes drilled from single locations. The
effectiveness in depressurising the rock mass is monitored by VWPs.
Additional water input to the pits can be expected from direct precipitation and runoff
from the pit perimeter (Section 9.2.4).
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9.3.7 Hydrogeochemistry
Groundwater quality data form 27 borehole and spring samples compiled from previous
studies indicates the general hydrogeochemistry of the project area can be summarised
as follows:
• Total Dissolved Solids (TDS) ranged from 90 to 1,450 mg/L TDS results were
below 1000 mg/L except one, GMW02.
• pH ranged from 6.02 to 9.55 pH units, with GMW02 again being the high -end
outlier outside the pH 6 to 8 range.
• Dissolved metals concentrations occasionally exceeded the applied threshold
criteria for Cu, Pb, Zn, F, and Mn.
• TDS ranged from 28 to 68 mg/L and pH from 5.34 to 6 in spring samples.
9.4 Geotechnical Conditions
9.4.1 Geological and Structural Setting
The geological setting of the project is described in detail in Section 5.1, and provides
the framework for the geotechnical conditions at Pani.
The Pani project area is located within a caldera interpreted to be approximately 25 km
in diameter that comprises the Plio-Pleistocene age rhyodacitic flow dome complexes
and pyroclastics of the PVC. These are intruded by dykes and volcanic diatremes of
Mio-Pliocene age. Underlying basement sequences are Miocene age oceanic basalts,
granodiorites and mafic igneous rocks.
The PVC lithologies are the predominant rock type within the deposit area, primarily
rhyodacite and rhyodacitic breccia, with associated tuffs and volcanics. Recently
deposited detrital soils (residual weathered, colluvial and alluvial soils) form a cover
unit. Weathering of the primary lithologies has been characterised into Oxide and
Transitional domains in geotechnical studies.
The project area is located in the Tertiary magmatic arc of North Sulawesi and is
surrounded by three active tectonic plates, resulting in a geologically and structurally
complex setting. The relative movement of these plates has resulted in a complex
regional deformation zone that comprises rotating microplates or crustal blocks,
resulting in intricate plate interactions. The boundaries between these microplates
include collisional interactions, subduction zones, rift systems, and slipping transform
faults.
As a result of the complex and active tectonic setting, the site is highly seismically active
with a peak ground acceleration (PGA) of 0.3 to 0.6 g corresponding to a 10%
probability of exceedance in 50 years (475-year return period).
Locally, major structures include northwest trending strike-slip faults, north-northeast
to northeast trending normal and strike-slip faults, west to northwest trending normal
faults, and parallel trending shear zones (Figure 9-1).
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Figure 9-3 Major Faults in the Pani Deposit Region (MCU, 2023)
Two primary faults trending northwest to southeast bound the deposit to the south and
north. These are consistent with regional large strike -slip faults in North Sulawesi.
Within this fault corridor are north-northeast and northeast trending faults that cut
across all lithologies, and west to northwest trending nor mal faults that are
near-vertical and of less horizontal extent.
9.4.2 Pit Stability Controls and Recommendations
Pit slope stability at Pani will be heavily influenced by geological structures,
particularly in the planned southeast, south and southwest walls where structure
orientations are potentially unfavourable. These slopes are also expected to have
relatively high groundwater levels. The planned north wall has the deepest oxidation
and groundwater level, and geological structures are more favourable.
Geotechnical investigations used both kinematic and rock mass stability analysis
methods to assess sliding on geological structures and through rock mass. The
investigations have indicated that slope stability is expected to be sensitive to
groundwater levels. Targeted depressurisation has been recommended using horizontal
drain holes, pit sumps and/or vertical dewatering wells to achieve the required
groundwater levels.
Recent studies note some data limitations in the south, west and north walls of the
planned GSM pit area, including limited characterisation of lithological boundaries
and major geological structures. Further geotechnical drilling and laboratory testing
was recommended. Additionally, further work was recommended to assess geotechnical
risk of historical landslides in both the GSM and PETS pit areas.
Slope design recommendations have been determined from kinematic and rock mass
stability analysis methods to achieve adequate design acceptance criteria (DAC) for
assumed depressurised conditions, and with additional controls in the south and
southeast sectors to manage risk due to unfavourable structure orientations. Two
alternative options were recommended: (a) geotechnical berms 20m wide every 60m of
vertical height, or (b) road access ramps to reduce overall angle.
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Slope design recommendations for FS 2024 for PETS pit area are summarised in Table
9-1. Later studies have been completed for the GSM pit area and to address findings
from updated information including:
• Large-scale structures in the southwest, south and southeast sectors, resulting in
recommended alternative slope configurations such as geotechnical berms every
60m of vertical height, or road access ramps to reduce overall angle.
• Requirement for alternative slope design configurations in the oxide materials.
Recommendations arising from the recent studies will be incorporated into the next Ore
Reserve Reporting cycle, rather than the current estimate, as these recommendations
were issued concurrently with the preparation of this report.
Table 9-2 FS 2024 Slope Design Recommendations
Rock Mass Unit Sector
Bench
Height (m)
Batter
Face
Angle (°)
Berm
Width (m)
Calculated
Inter-Ramp
Angle (°)
Colluvium . . . . . . . . . All 15 65 14.5 35
Rhyodacite/Breccia . . North 15 70 8 48
Northwest 15 70 7.5 49
East 15 65 7.5 46
South 15 70 7.5 49
West 15 70 7.5 49
9.4.3 Geotechnical Considerations for Mine Closure
The geotechnical and hydrogeological studies do not include consideration of water
level recovery, pit lake formation, or long-term mine void stability.
9.4.4 Waste Rock Facility Investigations and Stability Assessment
The proposed Waste Dump 1 will be constructed as a valley fill in a heavily vegetated
creek valley that slopes down toward the northwest. Waste materials are present in part
of the valley from earlier mining activity and comprise sand and gravels.
Detailed hydrogeology and foundation investigation have been completed.
Stability analysis was conducted using 2D limit equilibrium methods, including
seismicity assessment, probability of failure analysis, and taking into consideration all
plausible failure mechanisms involving the dump material and foundation. The
assessment included characterisation of the waste rock material as a coarse granular fill
originating from rock with some fines. It was assumed that the waste dump construction
will adopt good earthwork practices, including removal of unsuitable materials in the
waste dump foundation before waste rock placement, construction of a toe buttress,
bottom-up construction with no end tipping, and compaction of waste material at every
0.5 m of layer thickness.
Recommendations for construction include geotechnical inspection of waste rock
facility footprint after soil removal; compaction quality control during construction;
assessment of risks and waste dump integrity due to voids left by historical mining; and
ongoing stability monitoring.
Mining One considers that the waste rock facility geotechnical investigations are
comprehensive and include a high standard of geotechnical characterisation, risk
identification, and stability analysis. No material concerns are noted.
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9.5 Mine Design and Planning
9.5.1 Open Pit Optimisation
Block Model
A regularised version of the Mineral Resource model used in estimating Mineral
Resources has been used during pit optimisation to define the optimum pit shell. The
Mineral Resource model with panel block sizes of 20 mX x 20 mY x 5 mZ and SMU
block size of 5 mX x 5 mY x 2.5 mZ was reblocked to 10 mX x 10 mY x 7.5 mZ. Key
parameters of the regularised block model are provided in Table 9 -2.
Table 9-3 Resource Block Model Parameters for Pani Gold Mine
BLOCK MODEL PROTOTYPE
Co-Ordinate . . . . . . . . . . . . . . . . . X Y Z
Origin (Min. Extent; m) . . . . . . . . 387,000 60,600 -100
Maximum Extent (m) . . . . . . . . . . 389,400 63,400 900
Range (m) . . . . . . . . . . . . . . . . . . . 2,400 2,800 1,000
SMU Block Size (m) . . . . . . . . . . . 10 10 7.5
No. of Parent Blocks . . . . . . . . . . 120 140 200
Open Pit Optimisation Methodology and Input Parameters
Open Pit Optimisation employed the use of Whittle software with the Lerchs-Grossman
algorithm. A two-step process has been followed to define optimum pit shells to operate
the PETS IUP area of the Mineral Resource as a heap leach operation and the GSM
IUP area of the Mineral Resource as CIL operation. This strategy was taken to align
with governmental approvals and requirements in the near term. The two-step process
follows:
a. Optimisation constrained within the PETS IUP to define a pit shell with ore
quantities sufficient to fill the capacity of designed heap leach pads.
b. Optimisation of the remaining Mineral Resource to define Ore Reserves for
processing through CIL process plant.
Figure 9-6 shows the boundary limits of the PETS and GSM IUPs and also shows the
blocks constrained within the PETS IUP during pit optimisation.
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Figure 9-4 Boundary Limits of PETS and GSM IUPs
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There are two ore processing methods for the Pani Gold Project: a mill with
Gravity/Carbon -In-Leach (CIL) for gold recovery and Heap Leaching.
For Heap Leaching, the zone is further split into two different areas — Pani Ridge Heap
Leach Zone and Baganite Heap Leach Zone. Test work to date shows Pani Ridge ore
leaches much better than Baganite ore due to lower silica content. Hence, Pani Ridge
ore has higher heap leach processing recovery than Baganite ore. A computer aided
design (CAD) solid, ‘ sol_define_pets_for_heapleach_recovery.dxf’ , defines the Pani
Ridge heap Leach Zone and is illustrated as follows:
• Grey : Waste blocks
• Blue : Mineralised blocks (Au > 0.01 g/t) outside PETS IUP,
designated potentially for CIL process.
• Green : Mineralised blocks (Au > 0.01 g/t) within PETS IUP and
Baganite Heap Leach Zone.
• Red : Mineralised Blocks (Au > 0.01 g/t) within PETS IUP, Pani
Ridge Heap Leach Zone
• Brown : Solid for Heap Leach Ore Blocks
(‘sol_define_pets_for_heapleach_recovery.dxf’)
Figure 9-5 Processing Zones for Mine Planning Purpose
Heap Leach processing recovery for the Baganite and Pani Ridge zones are provided in
Table 9-3.
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Table 9-4 Heap Leach Processing Recovery
Zone/Oxidation Type Unit Gold Silver
Pani Ridge Zone
Oxide . . . . . . . . . . . . . . . . . . . . . . % 86.9 42.0
Trans . . . . . . . . . . . . . . . . . . . . . . % 85.0 43.0
Fresh . . . . . . . . . . . . . . . . . . . . . . % 50.0 42.0
Lapilli Tuff . . . . . . . . . . . . . . . . . . % 75.0 26.0
Baganite Zone
Oxide . . . . . . . . . . . . . . . . . . . . . . % 70.0 49.0
Trans . . . . . . . . . . . . . . . . . . . . . . % 62.0 50.0
Fresh . . . . . . . . . . . . . . . . . . . . . . % 36.0 52.0
Lapilli Tuff . . . . . . . . . . . . . . . . . . % 75.0 26.0
CIL recovery is independent of location and is estimated by a function which is grade
dependent. The function has been developed based on analysis of test work results.
Mining One has validated the function to be reasonable in estimating processing
recoveries for the CIL process plant.
Table 9 -4 provides the optimisation input parameters and is to be read in conjunction
with notes included to the table.
Table 9-5 Open Pit Optimisation Parameters for Pani Gold Mine
Item Unit Value
HL Optimisation
Mining
Mining Cost . . . . . . . . . . . . . . . . . . . . . . . . $/t.mined 3.24
Incremental Ore Cost . . . . . . . . . . . . . . . . . $/t.ore 0.42
Mining Dilution . . . . . . . . . . . . . . . . . . . . . % 3
Mining Recovery . . . . . . . . . . . . . . . . . . . . . % 100
Overall Slope Angle . . . . . . . . . . . . . . . . . . . degrees Geotech Zones
Processing
Processing Cost . . . . . . . . . . . . . . . . . . . . . . $/t.ore 5.04
Processing Recovery Au . . . . . . . . . . . . . . . . % Refer Table 9-3
Processing Recovery Ag . . . . . . . . . . . . . . . . % 0
General and Administration
G&A Costs . . . . . . . . . . . . . . . . . . . . . . . . . $/t.ore 3.77
Revenue
Gold Price . . . . . . . . . . . . . . . . . . . . . . . . . . $/oz 2,300
Silver Price . . . . . . . . . . . . . . . . . . . . . . . . . $/oz 0
Royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . . % 12
Selling Cost . . . . . . . . . . . . . . . . . . . . . . . . . $/oz 2.52
CIL Optimisation
Mining
Mining Cost . . . . . . . . . . . . . . . . . . . . . . . . $/t.mined 2.92
Incremental Ore Cost . . . . . . . . . . . . . . . . . $/t.ore 0.21
Mining Dilution . . . . . . . . . . . . . . . . . . . . . % 3
Mining Recovery . . . . . . . . . . . . . . . . . . . . . % 100
Overall Slope Angle . . . . . . . . . . . . . . . . . . . degrees Geotech Zones
Processing
Processing Cost . . . . . . . . . . . . . . . . . . . . . . $/t.ore 11.59
Processing Recovery Au . . . . . . . . . . . . . . . . % 92.7
Processing Recovery Ag . . . . . . . . . . . . . . . . % 0
General and Administration
G&A Costs . . . . . . . . . . . . . . . . . . . . . . . . . $/t.ore 1.91
Revenue
Gold Price . . . . . . . . . . . . . . . . . . . . . . . . . . $/oz 2,300
Silver Price . . . . . . . . . . . . . . . . . . . . . . . . . $/oz 0
Royalty . . . . . . . . . . . . . . . . . . . . . . . . . . . . % 12
Selling Cost . . . . . . . . . . . . . . . . . . . . . . . . . $/oz 2.52
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Notes:
• All currency dollars are USD.
• Revenue from Silver was excluded in the optimisation.
• Mining costs are calculated for each block depending on drill and blast requirements and block
elevation in the pit. Values provided in table are average mining costs for selected pit shells.
• Higher mining costs for HL optimisation reflect the use of smaller mining fleet to navigate the steep
terrain associated with mining the HL pit. Mining costs for CIL optimisation reflect intended use of
bigger mining fleet to mine the CIL portion of the deposit.
• Incremental ore costs include grade control, rehandling and incremental haulage of ore. These are
calculated into processing cost adjustment factors. Values provided in table are average.
• Overall Slope Angles are dependent on geotechnical slope zones.
• HL processing recovery is dependent on material type and location in the pit whereas CIL recovery is
dependent on grade.
Optimisation Results
O
ptimisation was carried out with only Measured and Indicated resources reporting to
the revenue stream. A series of nested pit shells representing revenue factor (RF) pit
shells were generated in the initial optimisation run to select HL ultimate pit shell. Pit
shell with RF 0.38 was determined as the ultimate shell with sufficient ore to fill the
capacity of the HL pads. The results of this optimisation run are summarised in Figure
9-8 and Table 9-5 with the RF=0.38 shell highlighted.
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The optimisation run to define the ultimate pit shell for CIL operations required the
depletion of the model using selected HL optimisation pit shell prior to the
optimisation run. The results of the CIL optimisation run are summarised in Figure 9 -9
and Table 9-6 with the selected pit shell, RF=0.7 highlighted.
Figure 9-6 Pit by Pit Graph for HL Optimisation Constrained to PETS IUP
Figure 9-7 Pit by Pit Graph for Unconstrained CIL Optimisation
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Table 9-6 Whittle Pit Optimisation Results for HL Pit within PETS IUP
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Table 9-7 Whittle Pit Optimisation Results for CIL
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The selection of the RF = 0.70 pit shell as the ultimate pit shell for the Pani Gold Mine
was to align ultimate pit shell selection with previous optimisation run conducted at
US$1,650/oz. This alignment was done as a temporal measure pending completion of
additional works such as technical studies to increase tailings storage capacity to
unlock the full potential of Pani Gold Mine. Consequently, Mining One opines that if
Technical Studies are completed, the ultimate pit shell could be a shell with RF greater
than 0.70.
9.5.2 Mine Design
Detailed open pit mine design has been carried out guided by pit shells generated from
the previous pit optimisation conducted at a gold price of $1,650/oz. The staged designs
that have been used in estimating Ore Reserves were an update to earlier designs
completed during FS 2024. The designs comprise three (3) main push backs for the HL
(PETS) portion of the deposit and five (5) pushbacks for the CIL (GSM) portion of the
deposit.
Pits have been designed to conform to geotechnical design criteria which define various
berm -batter configurations for identified geotechnical zone areas. The recommended
slope profiles for the zone areas are provided in Table 9-7 and relate to the Geotechnical
zones shown in Figure 9-10.
Table 9-8 Recommended Slope Angle and Configurations
Design Sector
Pit Wall
Dip
Direction
(o)
Overall
Slope
Angle ( o)
Inter
Ramp
Angle ( o)
Minimum
Berm
Width
(m)
Bench
Angle ( o)
Bench
Height
(m)
Northeast . . . . 188 40 45 7.5 65 15
Northwest . . . . 117 35 45 7.5 65 15
Southwest . . . . 60 35 45 7.5 65 15
South* . . . . . . 360 40 45 7.5 65 15
Southeast . . . . 326 40 45 7.5 65 15
East . . . . . . . . 278 40 45 7.5 65 15
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Figure 9-8 Geotechnical Zones
The open pit designs incorporate access ramps designed to meet specifications required
of the regulation Minister of Energy and Mineral Resources Decree , No. 1827 K 30
MEM 2018 . The regulation rules that:
• The minimum width of dual lane road shall be 3.5 times truck operating width.
• The minimum width of single lane road shall be 2.0 times truck operating width.
• Safety berms with minimum height of 75% truck tyre diameter should be
established along the road.
In addition, 1 m wide drain along the road was accounted when determining the ramp
width.
The ultimate pushback for the HL pit (HL03) is designed to reach a bottom elevation of
405.5 mRL with mining beginning from an elevation of approximately 785 mRL. The
ultimate pushback for the CIL Pit (CIL05) which encompasses HL03 is designed to
reach a final destination of 305 mRL. CIL05 spans approximately 1.6 km on its major
axis and 1.2 km on its minor axis. The two ultimate pushbacks are shown in Figure 9 -11.
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CIL05 HL03
Figure 9-9 Plan View of Ultimate HL and CIL Pit Designs
9.5.3 Mining Methods
Conventional open pit mining at Pani employs the use of excavators and trucks to mine
7.5 m flitches to form 15 m permanent benches as mining progresses downwards.
Standard mining practices including drilling, blasting, loading, hauling will be carried
out to extract ore for treatment at the processing plants.
Drilling will be carried out using Epiroc’s SmartROC T45 which is versatile for
managing drilling activities on tough terrains such as Pani’s. Drill hole diameters Ø of
115 to 127 mm are planned with average burden and spacing of 4.2 and 5.0 m
respectively for production shots. Pre -split shots will be fired only in competent primary
formation.
A mix of ANFO (ammonium nitrate and fuel oil) and Emulsion explosives will be used
with Emulsion expected to be the predominant form of bulk explosives starting from
the second half (H2) of 2026 calendar year. A contract is in place for explosives loading
and shot firing.
In order to navigate the steep terrains at Pani, mining is being carried out with
articulated Volvo A60H and Bell B50E and B45E trucks. The use of these trucks limits
the class of excavators that can be used on site until such time when the steep terrains
have been mined out and larger fleet can be commissioned on site. Consequently, 90 to
150 t class of excavators including CAT 390, EX1200 and a CAT 6015 are currently in
use with plans to substitute these with Komatsu PC2000 Excavators later during 2026
calendar year when the bigger Komatsu HD785-7 trucks are installed and become the
primary mining fleet.
9.5.4 Mining Equipment
A list of mine equipment required to achieve the life of mine plan over the next ten (10)
years are provided in Table 9-8. The list for 2026 reflects equipment currently installed
and those to be acquired in the course of the year.
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Table 9-9 Mine Equipment Summary
Manufacturer 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036
Loading Units
Excavator . . . . . . . . . CAT6015B Caterpillar 2 1 – – – – – – – – –
Excavator . . . . . . . . . Cat395 Caterpillar 1 – – – – – – – – – –
Excavator . . . . . . . . . Cat330G Caterpillar 2 1 2 2 2 1 1 1 1 1 1
Excavator . . . . . . . . . Cat320GX Caterpillar 1 0 1 1 1 1 1 1 1 1 1
Excavator . . . . . . . . . EX1200 -7BH Hitachi 1 – – – – – – – – – –
Excavator . . . . . . . . . ZX470LC -5G Hitachi 1 1 1 1 1 1 1 1 1 1 1
Excavator . . . . . . . . . PC 2000 Komatsu 2 2 6 6 6 5 4 5 4 4 4
Hauling Units
Truck . . . . . . . . . . . . B50E Bell 10 5 7 4 3 1 4 – – – –
Truck . . . . . . . . . . . . B45E Bell 8 5 5 4 2 5 1 – – – –
Truck . . . . . . . . . . . . A60H Volvo 18 – – – – – – – – – –
Truck . . . . . . . . . . . . HD 785 Komatsu 14 18 42 42 42 34 25 30 25 23 17
Ancillary Units
Front -End-Loader . . . Cat 988 Caterpillar 1 2 3 3 3 3 3 2 2 2 2
Dozer . . . . . . . . . . . . Cat D9 Caterpillar 1 1 2 2 2 2 2 1 1 1 1
Dozer . . . . . . . . . . . . Cat D8 Caterpillar 5 2 4 4 4 3 2 4 3 3 3
Dozer . . . . . . . . . . . . Cat D6 Caterpillar 1 1 1 1 1 1 1 1 1 1 1
Water Truck . . . . . . . A40G WT Volvo 2 2 3 3 3 3 3 2 2 2 2
Grader . . . . . . . . . . . CAT14 Volvo 2 2 3 3 3 3 3 2 2 2 2
Drill . . . . . . . . . . . . . SmartROC T45 Epiroc 6 4 8 9 9 8 7 8 6 6 7
MMU . . . . . . . . . . . . MMU 1 1 1 1 1 1 1 1 1 1 1
Mobile Rockbreaker . V2500 Montabert 1 1 1 1 1 1 1 1 1 1 1
Roller . . . . . . . . . . . . CS79B Caterpillar 1 0 1 1 1 1 1 1 1 1 1
Mining Services
Tyre Handler . . . . . . . MT-X1840 Manitou 1 1 1 1 1 1 1 1 1 1 1
Fuel/Service Truck . . FM 280 JD Hino 2 2 3 3 3 2 2 2 2 2 2
Crane . . . . . . . . . . . . SRC900C (90T
Crane)
Sany 1 1 1 1 1 1 1 1 1 1 1
Skid Steer Loader . . . Cat249D Caterpillar 1 1 1 1 1 1 1 1 1 1 1
Lighting Plant . . . . . . ALLLIGHT ALLLIGHT 8 6 8 8 8 7 7 7 7 7 7
Standpipe & pump . . HL150 Goodwin/
Xylem
1 1 1 1 1 1 1 1 1 1 1
Welder . . . . . . . . . . . 600 AMP Miller 1 1 1 1 1 1 1 1 1 1 1
Light Vehicles . . . . . . Mitsubishi Triton
DC GLS, 4x4
8 8 13 13 13 13 13 9 9 9 9
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9.6 Mine Production Plan
Mining One has prepared an independent Life of Mine (“LoM”) production schedule
for the Pani Gold Mine using the current staged designs. The LoM schedule was
prepared using Alastri Tactical Scheduler which provides tools and options to aid
generation of pragmatic LoM schedules. Various functions within the software
enhances accurate estimation of equipment required to achieve the LoM schedules
generated.
The LoM schedule has been developed to prioritise ore from the HL pit to be sent to the
HL processing plant and ore from CIL pit to be sent to the CIL plant. However, the
schedule was set up to recognise the higher profitability of sending some ore types in the
HL pit to the CIL plant and vice versa. Consequently, the set priorities are not always
obeyed for the purposes of achieving higher economics of the project.
Due to limited real estate to stockpile ore into various bins on the mine, the schedule
does not segregate ore into high, medium or lower grades. The only distinction between
ore stockpiles set up within the schedule are HL ore stockpiles and CIL ore stockpiles.
There is therefore the opportunity improve the economics of the mine by high -grading
ore feed to plants if in the future, the mine is able to create more real estate to segregate
ore into high-grade and low-grade stockpiles and to prioritise high-grade feed to plants.
The production schedule has been generated on a monthly basis for years 2026 to 2028,
on quarterly basis for years 2029 and on yearly basis 2030 and onwards and
incorporates the following:
• Mining sequence utilises all the three (3) staged designs of the HL pit (HL01 to
HL03) and all the five (5) of the CIL pit (CIL01 to CIL05).
• Topographical surface as of 31 December 2025 has been used to deplete the
Mineral Resource and serves as the starting surface for the schedule.
• Only Measured and Indicated Mineral Resources above cut-off grades for the
different material types are considered as Ore. Measured and Indicated Resources
above marginal cut-off grades report as “marginal ore” and these are not
included in the Ore Reserves although are qualified to be included under the
JORC Code.
• Inferred and unclassified blocks above cut-off grades and all material below
cut-off are considered as waste and do not get treated through any of the plants
in the LoM plan. Waste tonnages include mineralised waste.
• Mining production levels and plant throughputs incorporate ramp ups to achieve
target production levels. Target production levels are guided by equipment and
plant capacities as determined by OEMs in the case of mining equipment and
Technical and/or supportive Studies in the case of plant throughputs.
• Mining production levels are guided by production levels required to achieve ore
tonnages and/or grade feed to plants over the life of mine. The vertical advance
rate of mining each of the pushbacks has been assessed to be pragmatic and
achievable.
• To achieve target feed ore tonnages to the individual plants, the schedule allows
material to be diverted from the HL pits to the CIL plant and vice-versa though
this is seldomly done. Material diversion is typical in the first year, when material
that makes more profits by being processed through the plant (CIL material) is
diverted to the HL plant. This is done to achieve ore feed targets, bring profits
forward to improve economics of the mine and reduce overall project cash
drawdown.
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Summary results of the mining physicals of the LoM scheduling are presented in Figure
9-12 and Table 9-9. A total of 202 Mt of ore at an average gold grade of 0.79 will be
mined from both the HL and CIL pits at an overall strip ratio of 0.70. Mining for CIL
processing commences at the end of 2027 for the purposes of stockpiling material ahead
of processing in 2028 when the CIL plant will be commissioned. HL mining will end in
2032. The Life of Mine is until 2040, a total of 15 years.
Figure 9-10 Annual Mining Production Schedule for Pani
The processing physicals of the mine schedule are presented in Figure 9-12, Figure 9-13
and also in Table 9-10. Ore feed to plants will peak at 10 Mtpa and 12 Mtpa for the HL
and CIL plants respectively with feed to the HL plant ending in 2032 when the HL pads
are fully stacked with ore. A total of 62.9 Mt and 137.4 Mt of ore will be treated
through the HL and CIL plants respectively over the LoM with feed coming from the
pits and existing stockpiles as of 31 December 2025. Gold production will peak at
approximately 550 koz in 2031 when grade to the HL plant, HL recovery and grade to
the CIL plant are at their maximums.
The LoM schedule is constrained by tailings storage capacity. Tailings deposition
tonnages to the two tailings storage facilities are provided in Table 9-10. The capacity of
TSF Hulawa is exhausted when approximately 86 Mt of dry tailings are deposited on
the facility. The current LoM plan is expected to grow when Technical Studies to
expand the capacity of tailings storage at Pani are completed to a minimum of PFS
level.
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Figure 9-11 Annual Processing Feed Schedule for Pani
Figure 9-12 Annual Gold Produced with Plant Recoveries
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Table 9-10 Annual Mine Production Schedule for Pani
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Table 9-11 Annual Plant Processing Schedule for Pani Gold Mine
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10 PROCESSING AND METALLURGICAL ASSESSMENT
10.1 Overview
The Pani Gold Project will be developed in two stages, an initial HL operation followed
by a CIL operation in 2028, to balance development timing and capital requirements.
The Heap Leach plant will treat lower -grade near-surface ore, while the CIL plant will
treat higher grade material. The two plants will operate concurrently for a few years.
A Feasibility Study was completed and reported in March 2024 (FS 2024). Design and
engineering activities have continued since then to progress the project to execution.
The Heap Leach operation was designed in the FS 2024 for an annual throughput of 7
Mtpa, but the plan has since been increased to start at 8Mtpa and ramp up to 10 Mtpa
by the third year of operation. A total of 62.9 Mt is planned to be stacked until
mid-2032, which includes 0.9 Mt of stockpiled material.
The CIL operation was designed in the FS 2024 with an initial throughput of 7.5 Mtpa
in 2029 that would be expanded and ramped up to 12 Mtpa in 2032. The current plan as
of January 2026 is to construct and operate the expanded plant of 12 Mtpa from the
outset commencing in 2028 which has reduced the ramp up time by 3 years to 2029. The
updated plan is targeted for finalisation in Q1 2026. A total of 137.5 Mt is planned to be
processed until 2040, with potential for extension if there are further increases in Ore
Reserves in the future.
10.2 Metallurgical Testwork   Heap Leach
The metallurgical history and reporting for the deposit is divided into three parts; Pani
West, Pani East (also referred to as PETS) and Baganite.
Metallurgical testwork was conducted in four programs between 2012 to 2018 and
considered both Heap Leach and CIL flowsheets. Two of the earlier programs were
initiated by One Asia and the 2018 program was initiated by MGR on four composite
samples of drill core. Testing indicated good to excellent amenability to heap leaching
in three of the programs, while the fourth program was somewhat inconsistent with the
previous results and required further investigation.
A heap leach testwork program for the FS 2024 was designed and managed by Kappes,
Cassiday & Associates (“KCA ”) Australia. KCA are reputed experts in heap leach
testwork and design. The testwork commenced in 2023 and was conducted at PT
Geoservices laboratory facilities in Jakarta. The program included samples of Baganite
zone, which had not previously been tested.
10.2.1 Sample Origin
The drilling program for the FS 2024 testwork was designed by consulting geologist,
Julian Bartlett, with samples selected to ensure geometallurgical representativity. The
drilling included four and five new drillholes at Baganite and nine new drillholes at
PETS. Cross-section views of the selected samples are presented in Figure 10-1 and
Figure 10-2.
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Figure 10-1 Heap Leach Testwork Sample Selection Cross-section 1
Figure 10-2 Heap Leach Testwork Sample Selection Cross-section 2
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10.2.2 Leaching and Column Leach Testwork
At the time that the FS 2024 was reported in February 2024, some 57 column leach tests
had been completed on various composites samples at topsizes ranging from 2 to 75
mm. An additional eight columns were under leach or in the process of being loaded
while another 14 columns were planned to complete the test grid. In addition, data from
31 Intermittent Bottle Roll Tests (IBRT) and 37 Bottle Roll Tests (BRT) on composite
samples were available to review from previous and available FS testwork results. A
further 30 IBRTS and 15 BRTs were also planned.
Although some of the tests were still in progress, based on the results available in
February 2024, KCA recommended expected extractions by ore type for the FS report.
KCA incorporated the results from the column leach tests (8 and 16 mm),
recovery -by-size fraction data and the multiple test P
80 approaches and scaled them to
the selected crush size of P 100 19 mm.
Once the additional data was available in May 2024, KCA reviewed and updated the
projected extractions incorporating both recovery-by-size fraction data and the
multiple test P 80 approaches. The expected extractions are presented in Table 10-1,
which were reported in the Ore Reserves statement as at 31 December 2024 (reported in
March 2025). The extractions for the PETS ore are higher than the Baganite ore due to
the lower silica content.
Table 10-1 Heap Leach Recovery Assumptions from the 2025 Ore Reserves
Ore Type Unit Gold Silver
PETS Oxide & Ox/Tr . . . . . . . . . . % 86.9 42
PETS Transition . . . . . . . . . . . . . . % 85.0 43
PETS Fresh . . . . . . . . . . . . . . . . . . % 50.0 42
Baganite Oxide & Ox/Tr . . . . . . . . % 70.0 49
Baganite Transition . . . . . . . . . . . . % 62.0 50
Baganite Fresh . . . . . . . . . . . . . . . % 36.0 52
Baganite Lapilli Tuff . . . . . . . . . . . % 75.0 26
The field leach curves for Baganite and PETS are presented in Figure 10-3 and Figure
10-4.
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Figure 10-3 Projected Field Leach Curves for Baganite from Updated Results in May 2024
Figure 10-4 Projected Field Leach Curves for PETS from Updated Results in May 2024
10.3 Metallurgical Testwork — Carbon in Leach
The testwork program for the FS 2024 was conducted at Geoservices from mid -2022 to
2023 on samples of PETS and Baganite ores. Testwork on Pani West ores was previously
conducted at Geoservices between 2012 to 2018 and at the then Owner’s laboratory, J
Resources.
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10.3.1 Sample Origin
Sample selection for the FS 2024 testwork program was selected by MGR’s Mineral
Resource Group and Cube Consulting. Samples of PETS ore were selected from 20
drillholes and Baganite ores selected from 8 drillholes. The drillhole intervals were
listed in an appendix in the FS 2024 report, but no cross -section included.
Intervals were selected and composited into four PETS composites and five Baganite
composites for comminution and leaching testwork.
10.3.2 Head Assay
Various head assays were taken throughout the program, with gold assays ranging from
0.3 to 4.0 g/t Au, although most were around 0.73 to 0.93 g/t Au. Base metal elements
are low. Typical assays are illustrated in the nine composites prepared for the Gravity
Recoverable Gold (GRG) tests as presented in Table 10-2. Variations between duplicate
assays on 50 g fire assay lots were noted, which is typical when significant amounts of
coarse gold are present. The variation between duplicate fire assays and the calculated
head grades from feed sizing, GRG and Bulk Leach Extractable Gold (BLEG) tests are
presented in Table 10-3.
Table 10-2 Multi-Element Analysis for Gravity Recoverable Gold Samples
Element Unit
PETS
1
PETS
2
PETS
3
PETS
4 BAG 1 BAG 2 BAG 3 BAG 4 BAG 5
Au . . . . . . . ppm 0.75 0.97 1.03 0.54 0.94 2.29 0.90 3.04 0.90
Ag . . . . . . . ppm 1.2 <0.5 1.1 <0.5 3.2 1.1 6.2 2.7 1.1
As . . . . . . . . ppm 26 21 31 13 20 32 31 28 33
Cu . . . . . . . ppm 10 7 14 7 12 12 12 262 16
Pb . . . . . . . . % 49 53 64 57 62 64 60 62 63
Zn . . . . . . . % 127 209 268 308 54 47 51 74 54
Fe . . . . . . . . % 0.74 0.98 0.84 0.77 1.32 1.28 1.36 1.49 1.39
Si . . . . . . . . % 34.8 33.5 34.9 34.1 32.4 33.5 32.3 35 34.4
Al . . . . . . . . % 7 7.3 7.1 7.3 7.2 6.8 6.9 7 7.2
Ca . . . . . . . % 0.1 0.7 0.1 0.2 0.1 0.1 0.1 0.4 0.1
K . . . . . . . . % 4.1 3.5 4.7 3.5 5.4 4.8 5.1 4.5 5.3
Na . . . . . . . % 2 1.8 1.5 1.5 1.4 2.1 1.8 2.3 2.1
Table 10-3 Gold Assays on a Variety of Tests on the GRG Samples
PETS
1
PETS
2
PETS
3
PETS
4 BAG 1 BAG 2 BAG 3 BAG 4 BAG 5
Fire Assay . . . . . . . . 0.77 0.94 1.18 0.56 0.94 2.29 0.90 3.04 0.86
Feed Sizing . . . . . . . . 0.73 0.78 0.98 0.50 0.89 1.66 0.79 2.33 0.81
BLEG Test . . . . . . . . 0.77 0.94 1.18 0.56 1.04 1.67 0.91 2.30 0.81
GRG Test . . . . . . . . . 0.55 0.69 1.19 0.45 0.93 1.71 0.84 2.42 0.81
Average . . . . . . . . . . 0.81 0.84 1.13 0.52 0.95 1.83 0.86 2.52 0.82
10.3.3 Size by Size Analysis
As part of the GRG determination, size by size assay for gold was conducted on the feed
samples. The results showed an accumulation of gold in the -150/+38 µm size fractions,
which indicates the presence of liberated gold within these size fractions. +106 µm is
considered to be coarse gold. The distribution also showed a low proportion (<15%) of
ultrafine gold -20 µm. The size and gold distribution for PETS 1 and PETS 2 are
presented in Figure 10-5 as an example.
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Figure 10-5 Size and Gold Distribution of PETS 1 and PETS 2 Samples
10.3.4 Mineralogical Analysis
Mineralisation at Pani is interpreted as low sulphidation epithermal style based on the
presence of adularia (feldspar), dominant silicic -illite-smectite alteration, pyrite (FeS 2)
as the dominant sulphide, low total sulphide content (<0.2%), low base metal content,
and low silver to gold ratio (<10%). Gold mineralisation is predominately found in
quartz veinlets, vein stockwork and breccias. Gold mineralisation occurs as electrum
within the oxidised zone on fracture surfaces and post-mineralisation fault breccias
(supergene) and within quartz veinlets associated with silica and sulphide content
(hypogene). The gold mineralisation occurs with minor pyrite ± galena (PbS) ±
sphalerite (ZnS).
10.3.5 Comminution
Comminution testwork was conducted on a total of 75 samples between 2015 and 2022;
50 samples from Pani West, 12 samples from PETS and 13 samples from Baganite. Of
the 50 samples from Pani West, ten were tested using the SMC test procedures. The
testwork data was collated by Orway Mineral Consultants (WA) Pty Ltd (OMC) and
used to undertake comminution circuit modelling for the FS.
Each sample was logged for lithology and alteration. The main alteration types are
Chlorite Silica, Clay Silica, Silica Clay and Silica, which based on the mining schedule
at the time represented 36.5, 15.3, 35.4 and 12.8 respectively of LOM tonnes. The
results are summarised in Table 10-4.
Table 10-4 Comminution Testwork Summary
Axb DWi BBWi BRWi SG Ai
– kWh/m³ kWh/t kWh/t – g
Chlorite
Silica . . . .
Oxide Count 1 1 1 1 1 1
Value 63.0 3.8 15.6 10.7 2.4 0.069
Transition Count 2 2 5 – 2 5
Average 41.7 5.9 17.2 – 2.48 0.316
Range 40.1 -43.2 5.7-6.2 15.8-18.5 – 2.47 -2.48 0.22-0.45
Fresh Count 1 1 1 1 1 1
Value 57.6 4.3 16.3 10.2 2.45 0.102
Clay Silica . . Oxide Count 2 2 4 2 2 4
Average 134.1 1.9 12.7 8.4 2.50 0.143
Range 127-141 1.8-2.0 11.5-13.6 8.3-8.4 2.49-2.50 0.04-0.40
Transition Count 3 3 3 3 3 3
Average 108.7 2.3 13.4 9.0 2.45 0.213
Range 87.4-138 1.8-2.8 12.5-14.4 8.2-9.5 2.42-2.51 0.06-0.43
Fresh Count – – – – – –
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Axb DWi BBWi BRWi SG Ai
– kWh/m³ kWh/t kWh/t – g
Silica Clay . . Oxide Count 3 3 15 – 3 15
Average 120.4 2.6 13.2 – 2.44 0.123
Range 66.4 -164 1.9-3.7 12.3-14.9 – 2.42 -2.47 0.04-0.20
Transition Count 8 8 9 3 8 9
Average 41.9 6.2 16.5 14.3 2.44 0.123
Range 30.5-65.2 3.7-8.2 14.0-18.9 13.2-15.6 2.38-2.54 0.15-0.67
Fresh Count – – – – – –
Silica . . . . . Oxide Count 7 7 29 4 7 29
Average 52.8 5.1 15.3 11.7 2.45 0.216
Range 35.1 -88.2 2.8-6.9 12.9-17.5 9.4-14.0 2.42-2.50 0.04-0.37
Transition Count 5 5 5 3 5 5
Average 34.5 7.2 17.8 14.2 2.48 0.508
Range 31.1-38.3 6.4-8.0 16.5-18.7 12.9-15.7 2.43-2.52 0.36-0.63
Fresh Count 3 3 3 3 3 3
Average 49.4 5.4 16.8 13.1 2.46 0.135
Range 32.8-58.6 4.2-7.6 14.9-19.5 11.6-15.0 2.44-2.49 0.13-0.14
Based on the testwork results, OMC developed design ore characteristics for
comminution modelling by alteration type as summarised in Table 10-5. With the
exception of the Clay Silica alteration type which is less competent, the other three
alteration types classify as hard with low Axb values and Bond Ball Mill Work Index of
approximately 18 kWh/t. It was noted that there is variability in specific energy
requirements across the considered alteration types, with Silica and Silica Clay
Transitional in particular requiring much more energy. Careful feed blending will be
require to manage this production risk to throughput.
Table 10-5 Ore Design Criteria by Alteration Type
CWi Axb BBWi BRWi SG Ai
kWh/t – kWh/t kWh/t – g
Chlorite Silica . . . 19.6 41.4 17.8 10.6 2.45 0.250
Clay Silica . . . . . 7.8 94.7 13.4 9.4 2.47 0.173
Silica Clay . . . . . 23.4 35.0 18.6 15.1 2.46 0.232
Silica . . . . . . . . . 25.2 32.8 18.0 15.5 2.46 0.249
Calculation Calculation p85 Calculation Average Average
10.3.6 GRG and Leaching
For the 2022 GRG testwork on PETS and Baganite, Gekko were engaged to advise and
supervise the three-stage GRG and gravity tail leach testwork. The results are
summarised in Table 10-6. The results were compared with the results from the 2018
testwork on Pani West samples as summarised in Table 10-7. All tests showed a high
proportion of gravity recoverable gold. The tests on the PETS and Baganite samples
reported a higher proportion of gravity recoverable gold, although this may be due to a
difference in test technique or due to the different mineralogy. Overall gold recovery
was consistently high in excess of 95%.
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Table 10-6 Summary of GRG and Gravity Tail Leach Results for PETS and Baganite
PETS
1
PETS
2
PETS
3
PETS
4 BAG 1 BAG 2 BAG 3 BAG 4 BAG 5
Head g/t . . . . . . . . . . 0.68 0.80 1.12 0.50 0.95 1.83 0.86 2.52 0.82
GRG Rec . . . . . . . . . 83.8 93.8 86.6 82.0 83.4 83.5 70.2 86.7 74.3
GRG+CIL Rec . . . . . 98.5 97.5 99.1 98.0 99.1 98.8 98.7 98.7 97.3
Table 10-7 Summary of GRG and Gravity Tail Leach Results for Pani West Samples
IN1 IN2 IN3 IN4 IN5 SI1 SI2 SI3 SI4 SI5 P1 P2 P3 P4
Head g/t . . . . . . . . 0.92 1.02 1.96 0.96 1.23 1.45 1.64 0.57 0.60 1.15 0.72 0.74 1.21 1.43
GRG Rec . . . . . . . . 56 56 72 72 63 64 72 69 65 66 68 85 70 74
GRG+CIL Rec . . . . . 93 92 95 94 97 96 96 96 96 96 94 97 94 97
Whole of ore cyanide leach tests were also conducted on 20 samples from PETS and 13
samples from Baganite. The recoveries from the PETS tests were consistent over
alteration and oxidation state averaging 94.4%. The recoveries from the Baganite tests
were more variable with three of the Silica Clay Oxide samples reporting recoveries
between 76 to 81%, while the balance of the samples averaged 94.2%, similar to PETS
recovery performance.
Based on the testwork results, Graham Brock from Leo Consulting developed recovery
assumptions that were reported in the Ore Reserves statement as of 31 December 2024
reported in March 2025. The expected residue grade is reported as a function of feed
gold grade as below.
Combined gravity and CIL:
Residue Au Grade = 0.0084 * (Feed Au Grade) + 0.0066
CIL -only:
Residue Au Grade = 0.0645 * (Feed Au Grade) – 0.0016
These equations provide the information presented in Table 10-8.
Table 10-8 CIL Gold Recovery Modelling Summary
Head Grade
GRG + CIL CIL Only Recovery Estimate
Residue
Grade g/t
Au Recovery %
Residue
Grade g/t
Au Recovery %
Average of
GRG and
CIL
Less 3%
Recovery
0.30 . . . . . . . . . . . . 0.009 97.0 0.018 94.1 95.6 92.6
0.50 . . . . . . . . . . . . 0.011 97.8 0.031 93.9 95.9 92.9
0.75 . . . . . . . . . . . . 0.013 98.3 0.047 93.8 96.1 93.1
1.00 . . . . . . . . . . . . 0.015 98.5 0.063 93.7 96.1 93.1
1.25 . . . . . . . . . . . . 0.017 98.6 0.079 93.7 96.2 93.2
The recovery results for silver were more variable than the gold results, ranging from
40% to high 90%. The average was 74%. Allowing for solution and other losses through
the plant, silver recovery is estimated to be 70%.
10.3.7 Detox Testwork
All leach residue slurries were treated with Sodium Metabisulphite to oxidise the
cyanide and precipitate any soluble metals. All tests were successful in removed Weak
Acid Dissociable cyanide to below 1.0 ppm and mostly to below detection limit. Base
metals were also generally around detection limit.
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10.3.8 Confirmatory Testwork 2025/2026
An additional set of metallurgical confirmatory testwork commenced in Q4 2025, based
upon the early mining years, to reconfirm design parameters ahead of the detailed
engineering phase. The program is expected to be completed in Q1 2026.
10.4 Process Plant   Heap Leach
The Heap Leach operation was designed in the FS 2024 for an annual throughput of 7
Mtpa, but the plan has since been increased to initial throughput of 8 Mtpa and ramp
up to 10 Mtpa by the third year of operation. Heap Leach pad irrigation commenced on
27 January 2026, with first gold production planned for Q1 2026. The planned stacked
tonnes in 2026 are 8 Mt, with incremental upgrades planned to ramp up to 9 Mt in 2027
and 10 Mt in 2028. Stacking is planned to continue until mid -2032.
The design and engineering for the Heap Leach Processing Plant in the FS 2024 was
developed by NewPro Consultant. The upgrade and ramp up to 10 Mtpa was developed
by MGR.
10.4.1 Overview
The Heap Leach Plant consists of the Ore Preparation Plant (OPP), HL Pad and ponds,
Adsorption, Desorption and Recovery (ADR) circuit, and associated infrastructure.
The final product is gold doré. Annual feed grades are forecast to be between 0.52-0.74
g/t Au averaging 0.63 g/t Au, and 0.26-2.20 g/t Ag averaging 0.98 g/t Ag. Annual
production is forecast to be between 111-203 koz averaging 149 koz for gold, and 26-173
koz averaging 95 koz for silver. Total production is forecast to be approximately 1,035
koz gold and 594 koz silver.
The location of the HL Pad, OPP and ADR is shown in Figure 10-6.
Figure 10-6 Heap Leach Facility and Plant Locations
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10.4.2 Process Flowsheet
The Heap Leach Plant process flowsheet is presented in Figure 10 -7.
Figure 10-7 Heap Leach Plant Process Schematic
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10.4.3 Process Facilities and Equipment
Ore Preparation Plant (OPP)
The OPP consists of three -stages of crushing and two-stages of screening to reduce the
ore to 100% passing 19 mm. Primary crushing is a Metso C160 jaw crusher, secondary
crushing is a Metso HP900 cone crusher, and tertiary crushing is two Metso HP900 cone
crushers. Ore is loaded into the ROM (Run of Mine) Bin, which is screened by the static
grizzly and reclaimed by the vibrating grizzly feeder and apron feeder to the Primary
Crusher. The Closed Side Setting (CSS) of the Primary Crusher is 160 mm. The
discharge from the primary crusher is conveyed to the double-deck Primary Screen. The
Primary Screen operates in closed circuit with the Secondary Crusher (CSS 45 mm), two
Tertiary Crushers (CSS 20 mm) and Secondary Screen to size the crushed material to
100% passing 19 mm. Lime is added to the crushed product ahead of storage in the Fine
Ore Bin (FOB). The FOB has live volume of 2,500 t, equivalent to approximately two
hours of storage. Crushed ore is loaded into haul trucks from the FOB and transported
to the Heap Leach Pad.
The OPP was designed in the FS 2024 with a utilisation of 75% and a design throughput
of 1,200 tph, although the target throughput was lower at 1,065 tph which equates to 7
Mtpa annually.
The ramp up in throughput to 8 Mtpa is planned to be achieved with the existing circuit
operating at the design throughput of 1,200 tph and 75% utilisation. The ramp up to 9
Mtpa and 10 Mtpa in 2027 and 2028 is planned to be achieved by a mobile crushing
circuit to supplement the OPP . The mobile crushing circuit will provide additional
throughput of 300 tph and consist of one Sandvik UJ310 jaw crusher and one Sandvik
UH312 cone crusher.
Heap Leach Pads
Crushed ore from the OPP is hauled by haul trucks and stacked on the Heap Leach
Facility. The HLF is discussed in more detail in Section 10.6. The HLF consists of three
cells, and is designed for a total ore storage of approximately 63 Mt. Ore will be stacked
in 10 m high nominal lifts to an elevation of RL 235 m, equivalent to a maximum height
of approximately 122 m.
A dilute cyanide solution is pumped and applied to the surface of the heap to leach the
gold into solution. The surface will be ripped and scarified to maintain permeability for
the solution to penetrate the heap. Solution will be applied at a nominal irrigation rate
of 10 L/h/m² using an irrigation system consisting of wobbler-type sprinklers.
The heap leach circuit operates three ponds in the irrigation process to store and
circulate the leach solution:
• Barren Leach Solution (BLS) Tank, volume 600 m ³
• Intermediate Leach Solution (ILS) Pond, volume 80,000 m³
• Pregnant Leach Solution (PLS) Pond, volume 80,000 m³
The heaps are divided into primary, secondary and inactive heaps. The primary heap
will be irrigated for 50 days and the secondary heap for 90 days, for a total irrigation
time of 140 days. BLS will be pumped to the secondary heap for irrigation, which will
percolate the heap and drain to the ILS Pond. ILS, which is now partially enriched, will
be pumped to the primary heap to percolate and drain to the PLS Pond. ILS may also be
recycled to the secondary heap to achieve the target irrigation rate of 10 L/h/m². A
series of outlet pipes and diversion boxes will be used to the divert the solution to either
the ILS or PLS Pond depending on which stage of leaching. PLS will be pumped to the
ADR Plant.
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The ramp up in throughput from 8 to 10 Mtpa is planned to be achieved by upgrading
the pumping capacity of the BLS and ILS Pumps to sustain the same irrigation rate for
the higher stacking rate, as well as upgrade the PLS Pumps to increase the PLS flowrate
to 1,200 m³/h.
Adsorption, Desorption and Recovery (ADR)
The ADR Plant consists of adsorption in two trains of Carbon in Column (CIC),
desorption in an acid wash and elution columns, and gold recovery through
electrowinning (EW) and smelting.
In the adsorption circuit, the PLS from the PLS Pond is pumped through one of two
parallel CIC trains of six pressure column carousel packs. The PLS flows through the
series of adsorption columns in either train, with each column containing 6t of
activated carbon to adsorb the gold in solution. Feed to the system can be directed to
either of the six columns, with subsequent flow to the successive column. When the
carbon in the lead column becomes loaded, the column is taken offline and feed flow is
directed to the next column in line. Once the carbon is fully loaded with gold, it is
removed from the vessel and hydraulically transferred to the elution process. The design
flowrate of PLS though the CIC trains in the FS was 1,000 m³/h (500 m³/h each train)
although the nominal flowrate was lower at approximately 800 m³/h. Barren solution
from the last column is pumped to the BLS Tank.
In the desorption circuit, the loaded carbon is transferred to the acid wash column and
washed with 3% hydrochloric acid solution, before being transferred to the elution
column to strip the loaded gold off the activated carbon. The elution column is a
six-tonne pressure Zadra circuit that has been sized to allow for six elutions cycles per
week. The eluate from the elution column is transferred to the electrowinning circuit.
After elution, the barren carbon is reactivated in a diesel-fired rotary kiln before being
returned to the CIC circuits.
In the recovery circuit, the eluate from the elution column is electrowon in one of three
electrowinning cells operating in parallel. The gold in solution plates onto the cathode
as gold sludge as a batch process. The cathodes are periodically removed from the EW
cells and the gold sludge washed from the cathodes. The gold sludge is dried in a calcine
oven before being smelted in a furnace and poured as gold doré.
Excess water from the heap leach circuit that needs to be bled off from the system will
undergo detoxification before discharge to the environment. A series of four scavenger
columns will be used to ensure gold retention, a Caro’s acid (H
2SO 5) generator will
reduce the cyanide concentration to below 0.5 ppm levels, and a clarifier will remove
any solids and itinerant cations before the water is released to the environment and then
pumped through a lime pH adjustment process before discharge into the Environmental
Control Dam (ECD) and reserved for process make up water or directly discharged to
the environment.
The ramp up in throughput from 8 to 10 Mtpa is planned to be achieved by increasing
carbon loadings on the carbon, an increase in stripping frequency from 6 per week to 9
per week and additional electrowinning capacity. The upgrades will support the
increased gold load while maintaining current recovery efficiency and cathode quality.
10.5 Process Plant   Carbon in Leach
The CIL operation was designed in the FS with an initial throughput of 7.5 Mtpa that
would be expanded to 12 Mtpa a few years later. The current plan as of January 2026 is
to construct and operate the expanded plant of 12 Mtpa from the outset commencing in
2028. The updated plan is targeted for finalisation in Q1 2026. A total of 137 Mt is
planned to be processed until 2040.
The design and engineering for the CIL Plant in the FS 2024 was developed by
Lycopodium Brisbane.
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10.5.1 Overview
The CIL Plant is a conventional gravity-CIL circuit. The final product is gold doré.
Annual feed grades are forecast to be between 0.60-0.95 g/t Au averaging 0.86 g/t Au,
and 0.37-1.72 g/t Ag averaging 0.75 g/t Ag. With the exception of the last two years
when milled tonnes are lower, annual production is forecast to be between 0.26 and 0.34
Moz averaging 0.31 Moz for gold, and 0.13-0.35 Moz averaging 0.21 Moz for silver.
Total production is forecast to be approximately 3.5 Moz gold and 2.3 Moz silver.
The location of the CIL Plant is to the west of the Open Pit as shown in Figure 10-8.
Figure 10-8 CIL Plant Location
10.5.2 Process Flowsheet
The CIL Plant flowsheet consists of primary crushing, two-stage grinding with pebble
crushing, gravity concentration and intensive cyanidation reactor, pre-leach thickening,
Leaching and CIL adsorption, split AARL elution, gold recovery, cyanide
detoxification, and tailings discharge. Approximately 8 Mtpa of tailings will be
thickened and discharged to TSF Hulawa and approximately 4 Mtpa will be filtered and
stacked at the FTF.
The process flowsheet is presented in Figure 10-9. The tailings filter and FTF are not
shown.
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Figure 10-9 CIL Plant Process Flow Diagram
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10.5.3 Process Facilities and Equipment
The process equipment consists of:
• Primary gyratory crusher with rope conveyor to the Crushed Ore Stockpile.
• Two-stage grinding circuit with pebble crushing, with a SABC circuit
configuration (SAG mill, ball mill, pebble crushing).
• Gravity concentration and intensive cyanidation circuit.
• Pre-leach thickener.
• Leach/CIL circuit.
• Split AARL (Anglo-American Research Laboratories) elution circuit.
• Carbon reactivation kilns.
• Cyanide detoxification circuit using the Inco SO
2/air process.
• Tailings thickening and disposal to TSF Hulawa for approximately 8 Mtpa and
filtering and stacking at FTF for approximately 4 Mtpa.
Crushing Circuit
The primary crusher is a Metso MKIII 54-75 gyratory crusher. Ore will be tipped into
the crusher dump pocket and crushed to 100% passing 250 mm. The utilisation of the
crushing circuit is 70%, equivalent to 6,132 operating hours per year. At 12 Mtpa, the
throughput is 1,957 dry t/hr.
Crushed ore will be conveyed by rope conveyor to the Coarse Ore Stockpile (COS). At
12 Mtpa, the COS has live capacity of 12 hr, equivalent to 18,000 dry tonnes. Ore will be
reclaimed from the COS by three variable speed apron feeders onto the SAG
(Semi-Autogenous Grinding) mill feed conveyor.
Grinding and Classification Circuit
The grinding circuit is a SABC. The SAG mill is an NCP 16 MW (2x 8 MW) mill with
diameter of 10.97 m and Effective Grinding Length of 6.35 m. The SAG mill discharge
will be screened by the single-deck Pebble Discharge Screen, with the oversize conveyed
to the pebble crushing circuit and the screen undersize to the Mill Discharge Hopper.
The pebble crushing circuit will feature two 0.45 MW Metso HP6 cone crushers; one
will operate continuously and the second may operate or be on standby as required. The
Mill Discharge Hopper will pump to the hydrocyclone cluster operating in closed circuit
with the two ball mills. The ball mills are NCP 8 MW mills with diameter of 6.5 m and
Effective Grinding Length (EGL) of 11.25 m. The cyclone underflow will be split
between the two ball mills, and the overflow directed to the trash screens before the
pre-leach thickener. The cyclone overflow grind size is 80% passing 150 µm.
Gravity Circuit
The gravity circuit consists of two Knelson KC-QS70 gravity concentrators operating
as duty/duty. From the Mill Discharge Hopper, dedicated gravity circuit feed pumps
(operating as duty/standby) direct slurry to the gravity circuit feed distributor for
splitting to two vibrating screens ahead of the gravity concentrators. The gravity
concentrators are a batch process with cycle time of approximately 40 min. At the end
of each cycle, gravity concentrate is flushed and flows to the gravity concentrate storage
cone. The gravity concentrate from the storage cone is transferred to the Consep
CS8000 Intensive Cyanidation Reactor (ICR) for a batch intensive cyanidation process.
The ICR is designed to treat one batch per day. The pregnant solution from the ICR is
pumped to the ICR Pregnant Solution Tank for recovery by electrowinning. The
nominal recovery from the gravity circuit is approximately 50% for gold and 25% for
silver.
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Pre-Leach Thickening
The undersize from the cyclone overflow trash screens flows to the Metso 40 m diameter
high-rate thickener to increase the density to target 50% solids ahead of the CIL circuit.
Leach/CIL Circuit
The Leach/CIL circuit consists of four mechanically-agitated leach tanks and six
mechanically-agitated CIL tanks. Each tank is 5,400 m³. Cyanide will primarily be
added to the four leach tanks to leach the gold into solution. Lime is added as a pH
modifier, and air is added to each of the tanks for aeration and oxygen addition.
Activated carbon will be added to the six CIL tank to adsorb the leached gold. The
activated carbon will be advanced by carbon transfer pumps counter-current to the
slurry flow. Loaded carbon from the first CIL tank will be pumped to the Loaded
Carbon Recovery Screen ahead of the acid wash column. Slurry discharging from the
last CIL tank will flow by gravity to the Carbon Safety Screen ahead of cyanide
detoxification. The total residence time of the leach/CIL circuit is 24 hr.
Acid Wash, Elution, Electrowinning and Goldroom
The stripping circuit will be a split AARL automated circuit with separate acid wash
and elution columns. The stripping circuit will be sized for a 22 t batch of carbon. The
oversize from the Loaded Carbon Recovery Screen will flow by gravity to the acid wash
column for washing in 3% hydrochloric acid, before being transferred to the elution
column to strip the loaded gold off the activated carbon. The elution schedule will be
ten strips per week.
The eluate from the elution column is electrowon in one of two electrowinning cells
operating in parallel, each containing 33 cathodes. There is also a separate
electrowinning cell for the ICR pregnant solution, containing 22 cathodes. The gold in
solution plates onto the cathode as gold sludge. The cathodes are periodically removed
from the EW cells and the gold sludge washed from the cathodes. The gold sludge is
dried in a kiln before being smelted in a furnace and poured as gold doré.
Carbon Reactivation
After elution, the barren carbon will be pumped from the elution column to one of two
diesel-fired horizontal rotary kilns, to remove volatile organic foulants from the carbon
surface and thereby restore carbon activity. The reactivated carbon will be returned to
the last CIL tank.
Cyanide Detoxification
Slurry tailings from the last CIL tank will flow by gravity to the cyanide detoxification
circuit where cyanide detoxification will be achieved using the SO
2 and air process. In
the SO 2 and air process, Sodium Metabisulphite, air and copper sulphate (catalyst) will
be added to oxidise the residual free and WAD cyanide to cyanate. The cyanide
detoxification circuit will consist of two trains of two mechanically-agitated tanks (four
in total). The volume of each tank will be 1,300 m³. The residence time in the circuit is
90 minutes. The design WAD cyanide concentration in the reactor discharge is 10 ppm,
below the maximum WAD cyanide concentration of 50 ppm at the TSF.
Tailings Thickening, Filtration and Disposal
Slurry from the cyanide detoxification circuit will be pumped to the 48 m diameter
Tailings Thickener to increase the density to 65% solids. Approximately 8 Mtpa of the
tailings will be pumped and discharged to the TSF and approximately 4 Mtpa will be
pumped to the Filter Plant for filtration and stacking on the FTF. The TSF and FTF are
discussed further in Section 10.7. Decant return water from the TSF will be pumped and
returned to the CIL Plant.
The Filter Plant is located to the west of the CIL Plant and north of the FTF. The Filter
Plant will include three Metso Larox FFP 3512 horizontal pressure filters, operating
two duty and one standby. The Filter Plant is designed for 4 Mtpa.
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Reagents
The main reagents used within the CIL Plant will include hydrated lime for pH control,
sodium cyanide for gold dissolution and desorption, sodium hydroxide for carbon acid
washing neutralisation and desorption/electrowinning, hydrochloric acid for loaded
carbon acid washing, SMBS and copper sulphate for cyanide detoxification, flocculant
for thickening, and fluxes for smelting. Reagents will be delivered to site in bulk bags
and bulk containers.
Services
Water services for the CIL Plant include raw water, fire water, process water, gland
water, filtered water and potable water. Air services for the CIL Plant include high
pressure air by two compressors and low-pressure air by eight low pressure air blowers
(six duty and two standby).
10.6 Heap Leach Facility
The design for the HLF has been developed by WSP .
The HLF is located to the south of the Open Pit and will comprise three cells, designed
for a total ore storage capacity of approximately 63 Mt (equivalent to 38.6 Mm³). Ore
will be stacked in 10 m high nominal lifts to an elevation of RL 235 m, equivalent to a
maximum height of approximately 122 m.
Based on the Pani ore characteristics, the crushed ore has a low percentage of fine
particles and high hydraulic conductivity. Based on the planned HLF cyanide solution
irrigation rate of 10 L/h/m², the crushed ore within the HLF is not expected to remain
fully saturated. As a result, liquefaction is not likely to occur.
For the Basis of Design, the recommended target Factor of Safety (FoS) under static
conditions varies from 1.3 to 1.5. When the material is coarse and has a high hydraulic
conductivity, such that it does not become saturated when fluid seeps through, it is not
expected to be susceptible to liquefaction or flow failure for which a target FoS of 1.3 is
considered acceptable.
The static stability analysis conducted by WSP for the Prefeasibility Design Report set
the target FoS as 1.5 where possible and tried to limit the sections where a FoS of only
1.3 was achieved. There were some sections in Cell 1 where the achieved FoS was higher
than 1.3, which it is still deemed acceptable to have some sections around the facility
with slightly lower FoS, as long as the seismic induced strains are less than 1%. As the
ore material is coarse and highly permeable, it may not be susceptible to liquefaction or
flow failure that would produce large deformations in the HLF, provided that fines
content in the crushed ore is limited and pore water pressures within the heap are
monitored through the operation to verify the unsaturated conditions of the material.
The stability analyses were done for stacked ore capacity of 64 Mt, however, some of the
stability analyses showed Factor of Safety (FoS) below the target 1.5 but still above 1.3
under static conditions. A second configuration of stacked ore was assessed, which
showed FoS >1.5 in all sections analysed. This configuration had a reduced storage
capacity of 54 Mt however. There could be potential to improve stability and increase
the storage capacity through further modelling, optimisation and stability analyses
under static and seismic loading. The Ore Reserves for the FS used this second
configuration and were estimated to be 51.5 Mt as a result.
The HLF design has an overall footprint of approximately 135 ha. The facility is
constructed on the natural topography within three main valleys. The HLP is
subdivided into three cells, namely Cell 1, Cell 2 and Cell 3, which will be staged
constructed to reduce capital costs. A general arrangement of the proposed HLF is
shown in Figure 10-10.
The HLF, ponds and dams will be lined. The HLF will consist of a compacted clay layer
(0.3 m) and a geomembrane (2 mm double textured LLDPE). The PLS/ILS pond and
dams will consist of a clay liner (0.3 m), geomembrane (2 m smooth HDPE), geonet,
and geomembrane (2 mm mono-textured HPDE).
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Figure 10-10 Heap Leach Facility Proposed Construction Stages
10.7 Tailings Storage
The plan for storing tailings from the CIL Plant will be in split between TSF Hulawa
and the FTF. The planned tonnage split is presented in Table 10-9. A total of 88.1 Mt
will be stored in TSF Hulawa and a total of 49.5 Mt will be stacked on the FTF.
Table 10-9 Tailings Planned Tonnes for TSF Hulawa and the Filtered Tailings Facility
2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
TSF . . Mt 8.0 8.0 8.0 8.0 8.0 8.0 8.0 8.0 8.0 8.0 8.0 – –
FTF . . Mt 2.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 4.0 3.5
10.7.1 TSF Hulawa
TSF Hulawa, originally referred to as TSF1, has been designed to store up to 88 Mt of
tailings. The design was undertaken by WSP Australia Pty Ltd and its Indonesian
affiliate PT GESI. The design has been updated since the 2024 FS.
TSF Hulawa is designed as a cross-valley embankment, constructed in three
downstream stages to a crest elevation of RL 356 m, which corresponds to a maximum
height of 194 m above the existing valley floor at the downstream toe. The maximum
beach elevation is 348.8 m based on freeboard assessment. The overall footprint area of
the TSF is approximately 136 ha.
TSF Hulawa is located to the north of the Open Pit as shown in Figure 10-11.
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Figure 10-11 TSF Hulawa Design Arrangement
The embankment will be constructed as a zoned earth and rockfill structure using
locally sourced clay, quarry rock, and non-acid forming mine waste. The facility will
also include a geomembrane lines, seepage collection system, basal drains and diversion
channels to management stormwater and seepage. A spillway at RL 353 m will provide
emergency flood capacity and act as a permanent river diversion following closure.
Sufficient freeboard allowance has been provided to contain both a 1:10,000 Annual
Exceedance Probability (AEP) 72-hour storm and a Probable Maximum Flood.
Laboratory testing was conducted on tailings samples by WSP Perth in 2023, which
showed a range of dry densities between the inferred initial settled dry density of 1.22
t/m³ and anticipated consolidated dry density at the deepest part of the tailings deposit
of 1.62 t/m³. The consolidated dry density may reach 1.5 t/m³ after cessation of tailings
deposition or if supernatant pond water management and tailored tailings deposition
strategies are put in place during operation to maximise tailings consolidation.
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The volume of tailings stored to crest RL 356 m (maximum beach elevation of RL 348.8
m) is 59.2 Mm³. For an achieved dry density of 1.5 t/m³, the tailings storage capacity
would be 88.8 Mt. Based on the current mine plan, 88.1 Mt are planned to be stored.
The facility has been designed aligned with Indonesian regulatory requirements as well
as industry standards and guidelines including Global Industry Standard on Tailings
Management (GISTM, 2020), International Commission on Large Dams (ICOLD) and
Australian National Commission on Large Dams (ANCOLD, 2012 & 2019). The TSF
consequence category of ‘Extreme’ has been adopted for the TSF using the criteria
given by GISTM and ANCOLD guidelines due to downstream population,
environmental sensitivity and potential business risks in the event of failure.
Geotechnical stability analyses for the crest elevation of RL 356 demonstrated Factors
of Safety of 2.29 under static conditions and 1.86 under post-seismic conditions, which
exceed industry guideline design requirements of 1.5 and 1.1 respectively.
10.7.2 Filtered Tailings Facility
The FTF has been designed to store approximately 54 Mt of filtered tailings, with
annual stacking planned at 4 Mtpa. Based on the current mine plan, 49.5 Mt are
planned to be stacked. The design was undertaken by WSP Australia Pty Ltd and its
Indonesian affiliate, PT GESI.
The FTF is located to the south of the Filter Plant as shown in Figure 10-12 and will be
constructed in two cells. Cell 1 is designed for a capacity of 11.4 Mm³ and a height of
140 m, and Cell 2 designed for a capacity of 24.5 Mm³ and a height of 190 m. The two
cells will be developed and raised concurrently with development separated in four
stages. Typical section drawings for the two cells are shown in Figure 10-13 and Figure
10-14.
Tailings will be placed in thin layers or approximately 0.5 m, dried to optimum
moisture, and compacted to 95% Standard Maximum Dry Density (SMDD). Haulage
and spreading will be managed by the mining fleet, with surfaces graded at 1% to ensure
effective drainage. The cells will have a composite liner system comprising compacted
clay and double underdrainage layers.
The FTF has been designed aligned with Indonesian regulatory requirements as well as
industry standards and guidelines including GISTM (2020) and ANCOLD (2012 &
2019). The consequence category of ‘Very High’ and ‘High B’ respectively has been
adopted for the FTF due to downstream population, environmental sensitivity and
potential business risks in the event of failure.
Geotechnical analyses demonstrated Factors of Safety of 1.6 under steady-state
conditions and approximately 1.2 under post-seismic conditions, which exceed industry
guideline design requirements of 1.5 and 1.1 respectively.
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Figure 10-12 Filtered Tailings Facility Location
Figure 10-13 Filtered Tailings Facility Cell 1 Typical Section
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Figure 10-14 Filtered Tailings Facility Cell 2 Typical Section
10.7.3 Hydrogeology of TSF
Various instrumentation will be installed in the TSF embankment and surroundings
with the objective of monitoring different aspects at the TSF such as phreatic surface,
displacements and water quality.
Decant water and surface water run-off into the TSF impoundment will be returned to
the process water circuit at the CIL process plant. Excess water collecting during
periods of high rainfall will be transferred to the raw water pond to supplement raw
water circuit. Downstream discharge to the river occurs when the process water circuit
has reached capacity.
Small water collection dams are proposed for construction in the upstream tributaries
of the Dulamayo River with the captured upper catchment flows transferred by pipeline
to the downstream river system to contribute to dependable flow.
Run-off water flowing down from the catchment valley surrounding the tailings pond
will directly enter and be collected in the tailings dam. This water will then be pumped
in a controlled manner via the spillway channel and eventually flow into the Dulamayo
River. This way, the dependent flow from the Dulamayo River can be maintained. The
water then runs along the river alignment to the raw water pond located further
downstream of the Dulamayo river. The estimated discharge for a 100-year average
recurrence interval (ARI) from the diversion catchment area of 124.5 ha is around 13.6
m³/s. The design of the spillway channel is 3 m width and 1.5 m height, with a 1%
longitudinal slope.
The storm water storage capacity of the facility at the design height of 302 mRL is 4.8
Mm
3 at a maximum depth of 7.5 m. The TSF emergency spillway is estimated to cover a
catchment area of 6.2 km², with a probable maximum inflow of around 386 m³/s.
Seepage analysis was completed as part of the TSF conceptual design to estimate the
location of the phreatic surface during the development of TSF and to provide an
estimate of seepage fluxes from the TSF into the foundation (Figure 10-15).
The predicted phreatic surfaces represented by modelled zero-pressure follow the
embankment upstream surface, extending into the foundation, and daylighting towards
the downstream toe. Seepage flows through the weathered rock unit and reports to the
basal drain (Figure 10-16). According to the model results, the presence of the upstream
liner and the basal drain effectively maintain the phreatic surface at a sufficiently
depressed elevation to confine it within the foundation below the embankment. An
apparent unsaturated zone is observed in the tailings near the upstream toe, likely due
to the relatively low permeability of the tailings and preferential flow within the
underlying foundation layer. The estimated total seepage to the foundation is about 253
to 357 m
3/day, however, the seepage model was developed under steady state conditions
that simulate the phreatic conditions at infinite time. The actual flow rates during
operation may vary significantly, especially early on, given the larger pond depth and
shorter flow paths at the start of the operation. However, a more detailed transient
analysis will be required to be carried out as part of the next design stage to confirm
this.
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Figure 10-15 TSF Seepage Model Geometry and Layering
Figure 10-16 TSF Seepage Modelled Pore Pressures
The maximum operating pond level defines the design embankment crest elevation
upon which the design extreme storm and contingency freeboard is superimposed. The
supernatant pond must be kept away from the upstream face of the embankment to
maximise the drying beach area. A maximum pond volume equivalent to the minimum
practicable pond depth (taken as 0.5 m) plus an allowance for excess wet season storage
is used to determine the pond elevation prior to superposition of the design extreme
rainfall event. The rainfall depth has been obtained from the rainfall analysis (Section
9.2.4). The runoff volume resulting from the rainfall event was estimated assuming no
infiltration in the natural catchment or within the exposed tailings beach. The available
freeboard levels deter mined for all operating heights exceed the ANCOLD
requirements by over 40%.
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11 WORKFORCE ASSESSMENT
The workforce assessment was prepared to evaluate the people skills and organisational
capacity required to deliver a safe and functional mining operation. The workforce and
the skills required to operate a mining operation are wide and varied, so too are the
competencies in the correct roles that need to be deployed at the appropriate stages of
the development, operations and closure.
The workforce assessment has also been informed by MGR’s history in the industry
which demonstrates that the business has clear capability in the delivery operating
mines. At its core, workforce assessment answers three simple questions:
• Have there been adequate personnel deployed to undertake the work.
• Is the range of skills or departments adequate.
• Is the timing appropriate to meet the needs of the project.
The Pani project consists of three fundamental phases of development including
construction, heap leach phase and then the CIL phase. The operation is dynamic and
the workforce will change according to the needs of the business, this section provides
an overview of the workforce nominated for the project and is informed by the various
schedule inputs.
The organisational design is arranged around core function steams overseen by a site
management team who co-ordinate operations to achieve the common goal of
maximising revenue while delivering a compliant and safe operation. The organisation
structure at Pani is aligned with many operations operating in Indonesia in that there is
a site leadership team that includes support services for the operation and then core
contract groups undertaking the key elements of the project. The framework adopted at
Pani is a typical variation of organisational structures adopted at other mines
throughout the industry, Figure 11-1, fundamentally the org structure includes:
• Site Management: General manager of the project, the legislative appointed
responsible person for the mine including Kepla Teknik Tambang (KTT).
• Functional Areas: Includes the functional manager and includes the Commercial
department including finance, Environment, Corporate Social Responsibility
(CSR) and Compliance, External Affairs, Health and Safety, Human Resources
• Operations: Mining Contractors, Heap Leach and CIL
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Figure 11-1 Pani Organisational Framework
The workforce at Pani will change as the project evolves through the different phases of
project execution, commissioning and operations. This is further complicated by the
Heap Leach phase and then the CIL. At the time of preparing this report (February
2026) the headcount at Pani was 1,381 personnel employed by the mine:
• 458 Direct employees (employed directly by PETS, GSM, PBT, and MGR)
o 14 — Managers
o 43 — Assistant Managers
o 158 — Supervisors
o 204 — Officers
o 39 — Non-Staff
• 923 Labour Supply.
11.1 Workforce Numbers
The Mining Contract and many of the construction personnel are excluded from this
data as the service agreements are inclusive of labour:
• The Mining Contract provides a machine rate inclusive of the operator, therefore
the contract numbers at site will increase and decrease as the production schedule
requires. A recent services agreement with PT Merdeka Mining Indonesia is
currently in place with a termination date of the 29th of December 2026 (2-year
term).
• The construction of the Heap Leach facility, the CIL facility and tailings storage
facilities include an all-in price with personnel included in the price estimations.
The Pani Workforce estimates for the life of the project are illustrated in Figure 11-2,
there are three clear stages during the project life, the first two years the Heap Leach
pad and plant will be running will require an estimated 750 employees. During the
concurrent operation of the Heap Leach and CIL operations an estimated 1016
employees will be required. In 2033 when the Heap Leach is decommissioned the
workforce drops to 545 employees for the remainder of the project life.
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Figure 11-2 Life of Mine Head Count
11.2 Departments and hierarchy
The organisational structure of the Project allocates authority based on a hierarchy of
positions and is designed to ensure that the business is adequately managed across all
facets of the operation to ensure the business continues to perform efficiently and aligns
with budget expectations. The Project will be led by an Executive General manager and
two KTT who are appointed as responsible people for the safe operation of a mine
under Indonesian mining law. The elements of the organisational structure include:
• General Management — Responsible person with overall responsibility for the
operations of the project and is responsible for strategic planning, financial
management and team leadership to ensure organisational success.
• KTT — Responsible that the project maintains compliance with mining laws with
a centralised focus around delivery safety while ensure production objectives are
delivered.
• Commercial — This role is primarily responsible for the business elements of the
project and includes financial oversight, contract co-ordination, accounts,
financial reporting and procurement.
• Civil and Construction — To provide oversight on all non-mining related civil
earthworks and construction and maintenance of infrastructure.
• Processing Construction — Oversight of the design and construction of the Heap
Leach facilities, CIL facilities and tailings storage facility.
• External Affairs — Managing the relationship between the mine and external
stakeholders and generally covers the relationship with, Government,
Community, and Media.
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• Human Resources — This function will be responsible for providing the
framework under which employees are managed and includes; Recruitment and
hiring, compensation, benefits, training and development, employee relations
and compliance.
• Project Control — The core function of project control is to ensure projects are
delivered in line with project schedules and within budget.
• Project Execution — Oversight of the delivery of project plans including timely
delivery of project works. This includes co-ordination of contractors and
consultants in line with the overarching project schedule.
• Technical Services — Many departments at the site will have technical services
specific for the functional area and will include skills such as: Mining
Engineering, geology, hydrology, Maintenance planning, mechanical
engineering,
11.3 Working Schedules   Timing of Workforce
Pani will be committed with complying with all workplace regulations and will reinforce
the regulations with their own policy and procedures to ensure the workplace is a safe
place to work. This includes ensuring all employees work an acceptable roster.
Contractors shall be responsible for employing their own workers and establishing
rosters and working conditions that align with the relevant government regulations and
guidelines. Contractors shall where practical, employ from the local area.
Pani will implement working schedules based on position, point of hire, and work
location and is outlined in Table 11-1.
Table 11-1 Proposed Rosters for Pani
Level Fly In/Out – Camp Non Fly Camp
AREA 1 – District of Pohuwato including Subdistrict Buntulia, Dengilo, Randangan,
Marisa, Duhiadaa, Paguat Patilanggio and Mananggu.
Senior Officer . . . . . . . . . 6 weeks on/2 weeks off 5 days on; 2 days off
Officer . . . . . . . . . . . . . . .
Non-Staff . . . . . . . . . . . .
AREA 2 – The remaining districts at Gorontalo Province, AREA 3 – All provinces
inside of Sulaweisi island. AREA 4 – All other provinces
Senior Officer . . . . . . . . . 6 weeks on/2 weeks off 6 weeks on/2 weeks off
Officer . . . . . . . . . . . . . . .
Non-Staff . . . . . . . . . . . .
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This complies with:
• Minister Decree of Manpower and Transmigration of Republic Indonesia
(PERMEN 15 Year 2005) Regarding Working Time and Rest Time for General
Mining Sector in Certain Operation Area.
• Government Regulation (PP No.35 Year 2021) Regarding Employment
Agreement for a Specified Period of Time, Outsourcing, Working Time and Rest
Time, and Termination of Employment.
• Labour Law No. 13 Year 2003
11.4 Assessment of Workforce
Workforce assessment must be aligned with the technical design and operating
philosophy of the mine. Over-staffing can inflate operating costs and dilute
accountability but also plays a part of a corporate citizen to ensure employment of
local communities and personnel. An onboarding process has been developed for Pani
to ensure consistency in the selection process. This onboarding process includes:
• Undertake job interview/assessment
o Skills appropriate for the task or supporting work history.
o Proximity to the mine site.
• Pre-Employment Assessment.
Many of the operations personnel will require on the job training and this will be
provided by Pani to meet the needs of the business however there are a range of skills
and qualifications that require formal education including Engineering, Surveying,
Law, Commerce, Environment, Health and Safety. These specialised skills will be
sourced from within Indonesia to meet the needs of the Pani project but more
importantly it should be noted that many Indonesian universities are recognising the
importance of mining within the region and have developed courses to prepare
personnel for the mining industry.
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12 PROJECT INFRASTRUCTURE
12.1 Project Infrastructure Overview
The Pani Gold project will require a significant investment in infrastructure to ensure
the project succeeds. This includes the upgrading of existing infrastructure as well as
the development of new infrastructure. Infrastructure planning has been undertaken
with consideration to existing regional infrastructure, local environmental impacts and
constraints and the phased nature of the project development.
Existing regional infrastructure provides a foundation for project implementation,
including grid power supply, public road access, port facilities, accommodation and
regional services. However, additional project-specific infrastructure will be required to
support construction, commissioning, and operational phases of the project.
Key infrastructure element for the Pani Project include, but are not limited to, power
supply and distribution systems, site access roads, water supply and management
infrastructure, processing infrastructure including the tailings storage facility, mining
infrastructure, office blocks, workshops and amenities, accommodation and other
supporting infrastructure.
As of January 2026, power supply, site access roads, mine infrastructure area (MIA),
office blocks, accommodation, port facilities, bulk fuel storage and explosive magazine
have been constructed to support the Heap Leach facility which is now in operation.
Expansion of camp facilities is also underway and planned to be completed by early Q3
2026 in readiness for the CIL process plant construction. In addition to the CIL Plant
complex, 150KV electrical switchyard expansion and additional non-processing
infrastructures will be constructed to support mining & processing operation.
12.2 Power Supply
Power supply for the site is supplied from the local grid, which is owned and operated by
the State-owned electrical utility company, PLN. A 13 km 150 kV overhead power
transmission line connects the 150 kV Marisa substation to the site 150 kV switchyard.
The site switchyard is to the south of the planned CIL Plant area. PLN own and operate
the 150 kV infrastructure within the site switchyard to limit the possibility of impacting
the operability and availability of the local transmission network. The 150 kV A grid
power was energised on 1 October 2025.
The site switchyard includes 150/20 kV step-down transformers to reduce the supply
voltage to 20 kV for transmission around site. For the heap leach operation, a single 30
MV A transformer covers the power requirements for the Heap Leap operation (10.3
MW). For the CIL operation, two 60 MVA transfor mers will be installed in
duty/standby configuration. The site’s peak requirement will be 63 MW when both the
Heap Leach (10.3 MW) and CIL (52.7 MW) operations are running at maximum
capacity.
A 20 kV main switch room is installed adjacent to the switchyard for onward
reticulation of power to the site infrastructure.
12.3 Water Supply
Raw water supply for site is sourced from the Botudulanga river as well as rainwater
collected in a series of dams for operational needs. The site is located in an area of high
rainfall as discussed in Section 4.2 above. A river intake on the Botudulanga river is
located to the south of the main gate which can extract a portion of water as required.
Excess water from the Heap Leach circuit due to rainfall will be bled off from the system
and undergo detoxification before discharge to the environment as discussed in Section
10.4.3 above.
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Raw water supply for the CIL Plant will be sourced from the river intake on the
Botudulanga river, as well as the circulation of decant water from the tailing dam
TSF01 and will be pumped to raw water tanks inside the CIL Plant complex. Fresh
water from the tank will be reticulated throughout the plant via dedicated raw water
pumps to the predominant user points. Water will be recycled and re-used within the
CIL Plant as process water from the thickeners and tailings filters as well as the use of
decant water from the tailing dam TSF01.
Two packaged water treatment plants, one at each location, provide the clean water
requirements for the Pioneer Camp accommodation village and ADR Plant for the
Heap Leach operation. The water treatment plants consist of a sand filter for water
softening and UV light system for water sterilisation. Treated water pumps deliver water
to all safety showers, the elution circuit, gland water for the slurry pumps, the
changing/washing facilities, toilets and kitchen.
Two wastewater treatment plants, one at the Pioneer Camp accommodation village and
one at the ADR Plant, treat the grey and black water. The wastewater treatment plants
are standard domestic wastewater treatment systems, which are common to many mine
sites in Indonesia. The plants have a combined treatment capacity for 3,000 people. For
the other areas with less occupation, for example security office, satellite office, septic
tanks are used.
Water supply for the Pioneer Camp accommodation facility is supplied from Perusahaan
Daerah Air Minum (PDAM), a state-owned potable water supply utility company.
12.4 External and Internal Transportations
Transportation to the Pani Gold site makes use of public roads and the bespoke access
road. The 8.9 km paved access road to site connects site with the city of Marisa, which
was constructed in 2023 to support the Heap Leach operation. Access roads around site
are being constructed to support the operation as it expands. The mining haul road to
allow safe access for the mining operation between the Open Pit, waste areas and Heap
Leach facility has been constructed, with additional roads being constructed in
readiness for the CIL process plant construction expected to be completed by early Q3
2026.
12.5 Office and Living Facilities
The largest accommodation facility onsite is the Pioneer Camp, which is located north
of the front gate, and adjacent to the Taluduyunu River. It occupies an area of 1.6 ha
and can accommodate 1,038 people in containerised units. The complex also includes
an administration building, warehouse, clinic, mosque, sports hall, laundry and mess
facilities. Expansion of the accommodation facility is underway as of January 2026, and
is expected to be completed by early Q3 2026, in readiness for CIL process plant
construction contractor mobilisation from late Q3 2026. Permanent Camp facilities
near the entrance to the Bypass Road are now being constructed with the intention of
using them as future accommodation for personnel of the Pani mining & processing
operation, with the 1st target occupation scheduled for Q4, 2026. This will leave the
Pioneer Camp area for use by construction contractor personnel.
In addition to the office in the accommodation area, an office facility will be
constructed to the west of the planned area for Filtered Tailings Facility Cell 1 to
support the CIL mining and processing operation.
The site is fenced to clearly delineate the mine area to deter access by unauthorised
personnel. A security office, complete with personnel gate and a double boom gate for
vehicles is located at the entrance of the mine site.
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13 ENVIRONMENTAL STUDIES, PERMITTING, SOCIAL, AND OCCUPATIONAL
HEALTH AND SAFETY
13.1 Permits Overview
Relevant Indonesian environmental and social regulations and legislations relevant to
the Project include:
• Spatial Planning Act, No. 26/2007, amend by Government Regulation in Lieu of
Law No. 2 of 2022 set in Law No. 6 of 2023. References the arrangement and
management of spatial plans in Indonesia.
• Environmental Protection and Management Act, No. 32/2009, amend by
Government Regulation in Lieu of Law No. 2 of 2022 set in Law No. 6 of 2023.
Requires that the AMDAL assesses significant impacts on the environment of a
planned activity, to be used as a prerequisite for making decisions to conduct
business and/or activity and contained in a Business License.
• Local Government Act, No. 23/2014, amended through No. 2/2015, No. 9/2015
and amend by Government Regulation in Lieu of Law No. 2 of 2022 set in Law
No. 6 of 2023. Local governments authority in terms of efficient use of natural
resources and conservation efforts.
• Forestry Act, No. 41/1999, amended through No. 19/2004, and amend by
Government Regulation in Lieu of Law No. 2 of 2022 set in Law No. 6 of 2023.
Provision of approval to conduct business and/or activities in the forest area.
This was recently amended by Law No. 2/2025.
• Mineral and Coal Mining Act, No. 4/2009, amended through No. 3/2020 and
amend by Government Regulation in Lieu of Law No. 2 of 2022 set in Law No. 6
of 2023. Provision of the Mining Business License (IUP). This was recently
amended by Law No.2 /2025 on The Fourth Amendment to Law No. 4/2009
concerning Mineral and Coal Mining.
• Water Resources Act, No. 17/2019, amend by Government Regulation in Lieu of
Law No. 2 of 2022 set in Law No. 6 of 2023. Approval for the use of Water
Resources for business activities. This was partially revoked by Law No. 32 of
2024: Revokes Article 33 and Article 69 letter (c).
• Waste Management Act, No. 18/2008. This was partially revoked by Law No.,
32/2024 and Article 69 Letter ©.
• Natural Resources and Ecosystem Act, No.5/1990. This was amended by Law No.
32 of 2024.
The overview of main Mining Operating Licenses and Permits is discussed in Section 3.
13.2 Environmental, Social, and Occupational Health and Safety Review Objective
Environmental and social baseline data were collected between 2016 and 2022 as a
series of technical studies were completed providing an ongoing assessment of key
environmental and social components. This baseline information formed the basis for
the environmental and social impact assessment for the Project and related management
plans. These studies encompass the relevant elements of the Project.
13.3 Environmental and Social Review Process, Scope and Standards
The process for the verification of the environmental compliance and conformance for
the Project comprised a review and inspection of the Project’s environmental
management performance against:
• GoI national and Regency environmental regulatory requirements; and
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• Equator Principles (World Bank/International Finance Corporation (IFC)
environmental and social standards and guidelines) and internationally
recognised environmental management practice.
13.4 Status of Environmental Approvals and Permits
13.4.1 Environmental Impact Assessment (AMDAL)
a. GSM:
• GSM received its initial Environmental Impact Assessment (AMDAL)
approval through the Gorontalo Governor’s Letter No. 305/22/VII/2016
dated 15 July 2016.
• GSM subsequently obtained an amendment to its Environmental Approval
pursuant to the Decree of the Minister of Environment and Forestry No.
1528 of 2024. This decree amended the earlier Ministerial Decree No. 146
of 2024 concerning the Environmental Feasibility of the Development Plan
for Gold and Associated Mineral (DMP) Mining Activities. The
amendment was issued on 16 October 2024. GSM later received a second
amendment to its Environmental Approval pursuant to the Decree of the
Minister of Environment/Head of the Environmental Control Agency No.
2950 of 2025. This decree further amended the Ministerial Decree No. 146
of 2024 regarding the Environmental Feasibility of the Development Plan
for Gold and Associated Minerals (DMP) Mining Activities. The second
amendment was issued on 24 November 2025.
b. PETS:
• PT Puncak Emas Tani Sejahtera (PETS) received its initial AMDAL
approval through the Pohuwato Regency Environmental Office under
Approval No. 800/DLH-PHWT/SKKL/01/XI/2018 dated 19 November
2018, along with Environmental Permit No. 205/07/IL/DPM/XI/2018.
• An amendment to the AMDAL was prepared in 2022 and subsequently
approved by the Ministry of Environment and Forestry (MoEF) through
Decree No. SK.1208/MENLHK/SETJEN/PLA.4/12/2022 dated 2
December 2022. This approval was later amended on 9 May 2025 by MoEF
Decree No. 797/2025.
c. PBT:
• PT Puncak Emas Buana Tani (PBT) obtained the initial Environmental
Approval was granted on 31 January 2019 through the Decree of the Head
of the Investment, Energy and Mineral Resources, and Transmigration
Office of Gorontalo Province No. 02/DPMESDM-TRANS/IL/I/2019.
• An amendment to the Environmental Approval was issued on 8 January
2025 for an addendum to the processing and refining activities, based on
the Decree of the Head of the Investment and One-Stop Integrated Service
Office of Gorontalo Province No. 01/DPMPTSP/SKKL/I/2025.
• A further amendment was approved on 15 December 2025 through the
Decree of the Head of the Investment and One-Stop Integrated Service Office
of Gorontalo Province No. 500.16.7.2/DPMPTSP/SKKL/13/XII/2025. This
amendment accommodates the Heap Leach Operation (10 MTPA) and the
expansion of operational activities over approximately 720.71 hectares,
including approval of the updated ANDAL and RKL-RPL documents.
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13.4.2 Government of Indonesia Feasibility Study (GoIFS)
GSM has the technical and economic feasibility approval for the Pani Gold Mine for a
production rate of 3.75 Mtpa through the letter from Ministry of Energy and Mineral
Resources of the Republic of Indonesia No. B-401/MB.04/DBM.PE/2023, dated 24
February 2023. The final approval through the letter from Ministry of Energy and
Mineral Resources of the Republic of Indonesia No. B-821/MB.04/DJB.M/2024 dated
30 April 2024. PETS obtained the approval of the complete FS document for the Project
based on the Approval Letter No. 540/DPMESDMTRANS/2037/VI/2018 (dated 8 June
2018), issued by the Investment Service of Energy and Mineral Resources and
Transmigration of Gorontalo Province. A revision approval of GoIFS to address the
mining production rate to 7.22 Mtpa has been obtained through the letter from
Ministry of Energy and Mineral Resources of the Republic of Indonesia No.
T-1335/MB.04/DJB.M/2025 dated August 2025. Following the transitional provisions
under Government Regulation No. 96 of 2021 concerning the IUP-OP Specifically for
Processing and/or Refining (IUP OP Khusus Pengolahan dan Pemurnian), PBT is
required to convert its IUP-OP Specifically for Processing and/or Refining into an
Industrial Business License (Izin Usaha Industri) which is under the authority of the
Ministry of Industry (“MoI”). The related MoI regulation does not mandate the
Company to obtain a GoIFS approval.
13.4.3 Forestry Permit (PPKH)
All activities of the project (including construction, operation and production) and
advanced exploration have the following valid permit status for activities in the forest
area:
a. GSM:
• PPKH Approval:
o KEPMEN LHK No. 1011/2024: Merger of PT GSM Forest Area to
1,788.63 Ha and extension of forest usage until 1 December 2049.
• Determination of Work Area — Forest Area Utilisation Approval (PAK
IPPKH):
o PAK IPPKH OP (1st Stage): SK.
4119/MENLHK-PKTL/REN/PLA.0/6/2018, dated 22 June 2018.
o PAK IPPKH OP (2nd Stage): SK.
743/MENLHK-PKTL/REN/PLA.0/2/2021, dated 19 February 2021.
o PAK IPPKH OP (merged & replace the PAK 1st & 2nd stage): SK.
10830/2025, dated on 12 November 2025.
• Watershed Rehabilitation:
o Location Deter mination (1,100 Ha): SK.
6 8 5 5 / M E N L H K - P DA S H L / K TA / DA S. 1 / 1 2 / 2 0 1 7 , d at e d 2 0
December 2017. 500 Ha of this watershed rehabilitation area has
been handed over to the Government through the Minutes of
Handover No. 082/GSM-JKT/XI/2022 dated 30 November 2022;
and Minutes of Handover No.
BA.45/PDASRH/KTA/DAS.1/11/2022 dated 30 November 2022.
o Location Deter mination (850 Ha): SK.
2303/MENLHK-PDASRH/KTA/DAS.1/3/ 2023, issued on 3 March
2023.
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b. PETS:
• PPKH Approval:
o 93.90 Ha: SK. 310/MENLHK/SETJEN/PLA.0/4/2019, valid 29
April 2019-3 September 2028.
• Determination of Work Area — Forest Area Utilisation Approval (PAK
IPPKH):
• PAK IPPKH OP: SK. 8753/MENLHK-PKTL/REN/PLA.0/10/2019,
obtained 11 October 2019.Watershed Rehabilitation
o Location Deter mination (104 Ha): SK.
5256/MENLHK-PDASHL/KTA/DAS.1/5/2019, obtained 31 May
2019. The rehabilitation has been completed and handed over to the
Government through the Minutes of Handover No.
91/PETS/XI/2024 dated 20 November 2024; and Minutes of
Handover No. BA.27/PDASRH/KTA /DAS.6.1/B/11/2024 dated 20
November 2024.
c. PBT:
• PPKH Approval:
o 289,08 Ha, No. SK. 188/MENLHK/SETJEN/PLA.0/3/2022 dated 4
March 2022 which is revoked and replaced by SK No. 831/2024 dated
10 July 2024 (514,33 Ha, the validity period is follow the IUP OPK
expiry) Determination of Work Area — Forest Area Utilisation
Approval (PAK IPPKH):
• Determination of Work Area — Forest Area Utilisation Approval (PAK
IPPKH):
o PAK IPPKH OP: SK. 8753/MENLHK-PKTL/REN/PLA.0/10/2019,
issued 11 October 2019.
• Watershed Rehabilitation:
o Location Deter mination (104 Ha): SK.
5256/MENLHK-PDASHL/KTA/DAS.1/5/2019, dated 31 May 2019.
o Location Deter mination (360 Ha): SK.
1 3 4 5 5 / M E N L H K - P DA S R H / K TA / DA S. 1 / 1 2 / 2 0 2 3 , d at e d 2 7
December 2023.
o Location Determination (285 Ha): SK. 11880/2025, dated 24
December 2025.
13.4.4 Spatial Plan Conformity (PKKPR)
In accordance with the requirements of Government Regulation No. 21/2021, business
activities must confor m with the spatial plan requiring a PKKR/KKPR
(Persetujuan/Konfirmasi Kesesuaian Kegiatan Pemanfaatan Ruang ) for onshore land
area. The Company confirms that the Approval of Spatial Utilization Activities
(Persetujuan Kesesuaian Kegiatan Pemanfaatan Ruang/PKKPR) applies exclusively to
land classified as Non-Forest Areas (Areal Penggunaan Lain/APL) and does not apply
to any forestry areas (kawasan hutan). Any utilization of forestry areas is subject to
separate forestry permits such as the Forest Area Borrow-to-Use Permit (Izin Pinjam
Pakai Kawasan Hutan/IPPKH) or the Approval for the Use of Forest Areas
(Persetujuan Penggunaan Kawasan Hutan/PPKH) in accordance with applicable laws
and regulations. Accordingly, PPKH/IPPKH should be referred to as the applicable
spatial conformity approval for activities conducted within forestry areas.
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• GSM holds the PKKPR for the CoW area No. 02112210217504008 from the
Ministry of Agrarian and Spatial Plan/Head of National Land Agency, Ministry
of Investment/Head of Investment Coordinating Board, dated 2 November 2022.
• PETS holds the PKKPR for the IUP area No. 07032210217504001 from the
Ministry of Agrarian and Spatial Plan/Head of National Land Agency, Ministry
of Investment/Head of Investment Coordinating Board, dated 3 February 2022.
• PBT holds the PKKPR for the IUP area No. 14092110217504001 from Pohuwato
Regent Head of Investment and one-stop integrated services, dated 14 September
2021.
13.4.5 Tailings Dam Facility Permit
The placement of wet tailings in the conventional tailing dams requires approval from
MEMR and the Ministry of Environment and Forestry (MoEF). An AMDAL that
includes tailings dam design, risk assessment, and monitoring plans is required for the
permit applications. As further note, tailings dams are treated as water infrastructure
under dam safety regulations, requiring periodic inspections and compliance with
seismic and hydrological standards. Mining One has been advised by MGR that the
process to get the permit is ongoing with expectation the permit for TSF Hulawa is to be
granted in early Q2, 2026.
The FTF to place dry stacked tailings is considered a waste disposal method under
ESDM regulations and hazardous and toxic materials under KLKH. Companies must
demonstrate that filtered tailings meet stability and environmental criteria. Mining One
has been advised that MGR has secured the permit for the use of FTF for the Project,
namely PERTEK No. S.407/PSLB3/PLB3/PLB.3/7/2023 as discussed in Section 13.4.6.
13.4.6 Technical Approval (PERTEK)
The submission of AMDAL for the Project should be accompanied with the operation’s
relevant technical approvals which consist of approvals covering the wastewater
compliance standard, the emission compliance standard, hazardous waste
management, and traffic impact assessment (Andalalin). The Company confirms that
currently the Technical Approval (Persetujuan Teknis/PERTEK) has been duly
obtained for GSM and PBT, as set out below:
• Wastewater Discharge to the River. GSM hold the PERTEK for wastewater
discharge to the surface water from CIL operation through the letter from
Directorate General of Environmental Pollution and Degradation Control of
MoEF, No. S.535/PPKL/PKL/PKL.4/7/2023, dated 21 July 2023. PBT hold the
PERTEK for wastewater discharge to the surface water from domestic activity
and ADR plant operation through the letter from Head of Environmental and
Forestry Office No. 660/DLHK.P3K/398/XII/2024 dated 19 December 2024
• Tailings Disposal PERTEK. The PERTEK for hazardous waste management will
be the mandatory administrative requirements for AMDAL submission for the
Project. PERTEK No. S.407/PSLB3/PLB3/PLB.3/7/2023, issued on 10 July 2023
by KLKH grant a permit for GSM to store Hazardous and Toxic Tailings, in this
context Dry Stacked Tailings.
• Air Emission Release. Directorate of Air Pollution Control of MoEF was
provided in a letter No. S.417/PPU/PSPU/PKL.3/9/2022) dated 27 September
2022, stating that GSM is not required to have technical approval for emission
release for the CIL operation. regarding heapleach processing and ADR plant air
emission, PBT has obtained the approval through the letter from Head of
Environmental and Forestry Office No. 660/DLHK.P3K/393/XII/2024 dated 18
December 2024.
• Traffic Impact Assessment. PGP is required to conduct a traffic impact
assessment (Andalalin). The authority of Andalalin approval will depend on the
type of road that will be utilised by PGP .
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• Hazardous Waste Management. The Company has to fulfil the Technical Details
(Rincian Teknis) of a hazardous waste storage facility (TPS LB3) and include this
document as part of the Environmental Approval for the Project.
13.4.7 Other Legislative and Regulatory Requirements
GoI regulations apply to many aspects of the project which are supported by guidelines
and standards. These are addressed as relevant to the environmental and social aspects
covered in the sections below (Sections 13.6 and 13.7).
13.5 Environmental and Social Impact Assessment
An Environmental and Social Impact Assessment (ESIA) is a process facilitating a
systematic approach to predicting and characterising the environmental and social
impacts likely to arise from the development of a specific project. The ESIA process is
part of a continuous development of environmental and social management that
continues throughout the mine life including exploration, construction, operation and
closure. The ESIA process rates and ranks the impacts environmental and social
impacts identified that may have bearing on the execution of the Project forming a basis
for prioritisation and a method of assessing the effectiveness of proposed mitigation
measures:
• Document the biophysical and socio-economic baseline conditions of the study
area relative to project activities.
• Assist the Project engineering team by providing informed input from an
environmental and social perspective into the Project design and development.
• Assess the environmental and social impacts that could result from the Project,
including local and regional scale impacts as well as cumulative impacts.
• Identify environmental and social mitigation measures to prevent or minimise
negative impacts (or to enhance positive impacts).
• Develop environmental and social management plans and associated monitoring
plans for the proposed Project, based on these mitigation measures.
The assessment of impacts was based on the results of field studies, desktop analysis,
modelling, professional expertise, and judgement. The significance of an impact is
defined as a combination of the consequence of the impact occurring and the
probability that the impact will occur. A confidence rating is applied to the significance
of the impact dependent on how well the cause-effect relationship is understood.
Probability (chance) of
the impact occurring Consequence rating Confidence
Improbable <30% . . . . . . . Not significant 0 to 2 High – well understood
Possible 30%-60% . . . . . . . Very low 3 to 4 Medium
Probable 60%-80% . . . . . . Low 5 to 6 Low – poorly understood
Definite >80% . . . . . . . . . Medium 7 to 8
High 9
Probability of
Occurrence
Consequence Score
0 to 2 3 to 4 5 to 6 7 to 8 9
Improbable . . . Negligible/Insignificant Negligible/Insignificant Low Moderate Major
Possible . . . . . . Negligible/Insignificant Negligible/Insignificant Low Moderate Major
Probable . . . . . Negligible/Insignificant Low Moderate Major Major
Definite. . . . . . Negligible/Insignificant Low Moderate Major Major
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The significance of an impact is assessed without consideration of mitigation. Where
mitigation options are available, the process is repeated following consideration of
possible mitigation options with the resultant significance defined as the residual effect.
Mitigation options that produce a more favourable residual effect will then be described
in relevant environmental and socio-economic management plans for the Project.
Table 13-1 lists the impacts identified which are addressed in the relevant sections
below.
Table 13-1 Potential Environmental and Social Impacts
Impact
Source of ImpactEnvironmental Component Sub Category
Pre-Construction Stage
Community Perception . . . . . Negative community perception Land acquisition
Community Unrest . . . . . . . Occurrence of community unrest Overall pre-construction activities
Community Conflict . . . . . . Occurrence of conflict potential Pre-construction activities
Construction Stage
Surface Water . . . . . . . . . . Decrease of surface water quality Discharge of domestic wastewater
Surface Water . . . . . . . . . . Decrease of surface water quality Land clearing, preparation and
development of infrastructure
Ambient Air . . . . . . . . . . . Decrease of ambient air quality Dust emissions from earthworks
activities and vehicle
movements on unpaved surfaces
Ambient Air . . . . . . . . . . . Deterioration of ambient air
quality
Construction vehicle and
equipment emissions
Noise Level . . . . . . . . . . . . Increase in noise levels Construction of the mine
infrastructure
Biodiversity (Flora and
Fauna) . . . . . . . . . . . . .
Fragmentation and loss of
vegetation
Clearing to accommodate
construction
Biodiversity (Flora and
Fauna) . . . . . . . . . . . . .
Loss and degradation of wildlife
habitat
Clearing to accommodate
construction
Biodiversity (Flora and
Fauna) . . . . . . . . . . . . .
Increase of injury and mortality
of wildlife
Land clearing and materials
movement
Visual Amenity. . . . . . . . . . Visual impact as derivative impact
of changes of land use and light
exposure
Land clearing
Landscape and Soil . . . . . . . Landscape/land use change Changing landscape from forest
and former PETI area to
become land infrastructure
facilities
Landscape and Soil . . . . . . . Changes of soil quality Potential contamination from
hydrocarbons and chemical
spill, and increase erosion rate
Employment Opportunity . . . Increase of employment
opportunity
Overall construction activities
Business Opportunities . . . . Increase of business opportunities Overall construction activities
Community Income . . . . . . Increase of community income Overall construction activities
Prostitution . . . . . . . . . . . Increasing prostitution Overall construction activities
Community perception . . . . Negative community perception Overall construction activities
Community unrest . . . . . . . Community unrest Overall construction activities
Community Health and
Safety . . . . . . . . . . . . .
Impact in community health and
safety during construction stage
Overall construction activities
Community Conflict . . . . . . Occurrence of conflict Recruitment and employment of
construction employee
Operation Stage
Surface Water . . . . . . . . . . Decrease of surface water quality Project (Mining and Processing)
Surface Water . . . . . . . . . . Decrease of surface water quality Operation of basecamp
Surface Water . . . . . . . . . . Decrease of surface water
quantity
Extraction for project water
supply
Surface Water . . . . . . . . . . Disturbance to aquatic biota Discharge water to environment
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Impact
Source of ImpactEnvironmental Component Sub Category
Groundwater . . . . . . . . . . . Changes in groundwater flow Mine operation (dewatering and
accumulation of mine materials)
Groundwater . . . . . . . . . . . Contaminants transfer to
community water resources
Mine operation and rainwater
infiltration within waste dump,
TSF and heap leach facility into
groundwater system may allow
contaminants transfer
Air Quality . . . . . . . . . . . . Deterioration of ambient air
quality
Dust emissions from mining and
activities at TSF
Air Quality . . . . . . . . . . . . Deterioration of ambient air
quality
Vehicle, equipment, and
processing plant emissions
Noise Level . . . . . . . . . . . Increase in noise levels Mining and processing activities
Biodiversity . . . . . . . . . . . Decrease plant productivity Dust fall upon vegetation
Biodiversity . . . . . . . . . . . Increase injury and mortality of
wildlife
Vehicular traffic
Visual impact . . . . . . . . . . Disturbance of visual impact Operation of surface
infrastructure facilities
Landscape and Soil . . . . . . . Change of soil quality Potential contamination of
hydrocarbon and chemical spill,
increase erosion rate
Stability and Vibration . . . . . Landslide Overall mining activities
Stability and Vibration . . . . . Vibration Blasting activities
Employment Opportunity . . . Increase of employment
opportunity
Project’s operation activities
Business Opportunities . . . . Increase of business opportunities Project’s operation activities
Community Income . . . . . . Increase of community income Project’s operation activities
Prostitution . . . . . . . . . . . Increase of prostitution Project’s operation (migrant
workers and availability of
disposable cash)
Community perception . . . . Negative perception Project’s operation activities
Community Unrest . . . . . . . Community unrest Project’s operation activities
Community Health and
Safety . . . . . . . . . . . . .
Impact in community health and
safety
Project’s operation activities
Community conflict . . . . . . . Conflict occurrence Recruitment and employment of
operation workforce
Post-Operation
Employment Opportunity . . . Decrease of employment
opportunity
Project’s post-operation activities
Business Opportunities . . . . . Decrease of business
opportunities
Project’s post-operation activities
Community Income . . . . . . . Decrease of community income Project’s post-operation activities
Community Perception . . . . . Occurrence of negative perception Project’s post-operation activities
Community Unrest . . . . . . . Potential community unrest Project’s post-operation activities
13.6 Environmental and Social Management
High-level environmental and social management plans have been developed to support
the permitting and approvals process and guide the relevant studies required within
these. Further detailed management plans will be developed prior to construction and
operational stages of the project based on these additional assessments and stakeholder
consultations.
13.6.1 Environmental Management Plan
The purpose of the Environmental Management Plan is to ensure the Company meets
its environmental obligations through effective program design and execution using
robust scientific processes and impact assessments.
Elements of the environmental management plans include:
• Mine Water Management Plan.
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• Air Quality Management Plan.
• Noise Management Plan.
• Biodiversity Management Plan.
• Waste Management Plan.
13.6.2 Mine Water Management Plan
This Project Water Management Plan applies to discharges and ambient surface water
quality in streams and rivers influenced by the Project, both for project mine discharge
and treated domestic wastewater discharge. Applicable national standards and
international guidelines are applied that include:
• GoI Regulation (PP) No. 22/2021. Ambient Water Quality Standards.
• MoEF Regulation No. 202/2014 Discharge Standards for Copper and Gold
Mines.
• MoEF Decree No 68/2016. Domestic wastewater standards. This was recently
replaced by the Regulation of the Minister of Environment/Environmental
Control Agency No. 11 of 2025 Concerning Wastewater Quality Standards and
Wastewater Treatment Technology Standards for Domestic Wastewater.
• IFC EHS Guidelines for Mining. Mining Effluent Guidelines.
• IFC EHS Guidelines. General EHS Guidelines Treated Sanitary Sewage
Discharge Guidelines.
The main objectives of the Water Management Plan are to:
• Manage ‘contact water’ that could potentially be affected by mining materials,
heap leach facilities, waste dumps, and TSF in accordance with industry best
management practices.
• Minimise alteration to the pre-development drainage network, and manage the
volume of contact water, where possible.
• Minimise contact water infiltration to the groundwater system.
• Ensure that the quality of contact water discharged from the mine complies with
applicable Indonesian regulatory and International Finance Corporation (IFC)
requirements.
• Reduce the water inventory at the site through collection and off-site drainage of
non-mine contact water.
• Reduce the consumptive use of freshwater by reusing mine contact water from
surface and groundwater mine dewatering to avoid additional water taken from
natural waterbodies, and reducing effluent treatment and discharge requirements.
• Maintain the physical integrity and stability of slopes and watercourses
downstream of the mine site.
• Minimise any potential impacts to surface water in the receiving environment and
comply with Indonesian ambient water quality standards.
• Provide an effective adaptive monitoring program to manage mine water quantity
and quality and maintain compliance with regulatory requirements according to
the Project approvals process.
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13.6.3 Air Quality Management Plan
The Air Quality Management Plan addresses management of air quality from an
environmental and social (affected communities) perspective. The objectives of this
plan are to minimise fugitive dust generated by the project activities and the emission of
greenhouse gas (GHG) from both point sources (e.g. chimney) and non-point sources
(e.g. vehicles). Occupational health and safety (OH&S) issues related to the workforce
are not included and are addressed in a separate OH&S plan (Section 13.20). Relevant
national standards and international guidelines for the Air Quality Management Plan
are as follows:
• GoI Regulation (PP) No.22/2021 Appendix VII. Execution of environmental
protection and management (ambient air quality standard).
• MoEF Regulation No.4/2014. Emission standards for stationary sources for
mining activities.
• IFC general EHS guidelines. Ambient air quality guidelines; small combustion
facilities emissions
13.6.4 Noise Management Plan
The Noise Management Plan addresses management of noise from an environmental
and social (affected communities) perspective. The objectives of Plan are to provide
management measures to reduce noise levels to ensure minimal impacts to local
communities and fauna during all stages. Noise is generally used to describe sound that
a listener finds disturbing, annoying, offensive, and in the extreme, can be physically
painful. Relevant national regulations and international guidelines are as follows:
• MoEF Decree No.48 of 1996. National ambient noise standards.
• IFC general EHS guidelines. Noise level guidelines.
13.6.5 Biodiversity Management Plan
The purpose of the Biodiversity Management Plan is to implement a comprehensive
biodiversity management strategy aimed at reducing potential negative impacts on the
terrestrial flora and fauna and aquatic biota from mining operations. The main
objectives of the Biodiversity Management Plan are to operate the Project in a manner
that protects environmental values of terrestrial and aquatic biological resources,
minimise any significant impact on any species, and restore any effects on biological
diversity caused by the Project. Mitigation programs will be established to address
impacts to biodiversity. Threatened, vulnerable and protected species are present within
the project area as identified in the respective baseline studies (13.7.14 and 13.7.15).
The applicable national standards and international guidelines are as follows:
• MoEF No.P .20/2018 as amended by No.P .106/2018. Types of protected plants
and animals.
• International Union for Conservation of Nature (IUCN) Red List of Threatened
Species. Global list of threatened species.
• The Convention on International Trade in Endangered Species (CITES). Species
trade restriction (trade in wild animals and plants between countries).
• IFC perfor mance standard 6. Biodiversity conservation and sustainable
management of living natural resources.
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13.6.6 Waste Management Plan
The Waste Management Plan presents the commitment to managing hazardous waste
and non-hazardous waste streams resulting from the Project activities in accordance
with applicable regulations and provides the strategy for waste minimisation. The Plan
provides all personnel with the information necessary to manage waste streams
generated following the Company’s environmental policies regarding hazardous and
non-hazardous wastes Limited quantities of hazardous waste are expected to be
generate dover the life of the mine.
Specific objectives of the plan include:
• Ensuring sustained compliance with national regulations and international
standards. Minimising waste generation and disposal to landfill.
• Maximising waste reuse, recovery and recycling through identification and
implementation of appropriate disposal routes.
• Outlining actions and measures required for effective waste management.
• Creating an environment where site personnel and contractors are involved and
encouraged to adopt correct waste management practices through education and
other programs.
13.6.6.1 Hazardous Waste
Hazardous waste that will be generated by the Project include used oil, used fuel, used
filter, used grease, used hose, used battery, used chemical container, used solid and
liquid chemicals, electronic waste, residue from processing plant, assay laboratory, used
rags, contaminated goods, and medical waste.
Indonesian regulations applicable to hazardous waste management constitute laws and
the related regulations are stipulated at the national level, and IFC General EHS
Guidelines for hazardous waste. The principal law which references statutory
requirements for management of hazardous waste is GoI Act No. 32/2009 regarding
Environmental Protection and Management. A comprehensive description of
regulatory requirements for the management of hazardous waste is provided in GoI
Regulation No.22/2021 and MoEF Regulation No.6/2021.
13.6.6.2 Non-Hazardous Waste
Regulations applicable to non-hazardous waste management constitute laws stipulated
at national level and are consistent with IFC standards. These include:
• Presidential Regulation No. 97 Year 2017. Policy and national strategy for
management of domestic waste.
• Minister of Public Works Regulation No.03/PRT/M 2013. Implementation of
waste infrastructure and facilities for handling domestic waste.
• Government Regulation No. 81 2012. Description of the management procedures
for domestic waste.
• MoEF No.13 2012. Guidance on the implementation of reduce, reuse, and recycle
(3Rs) procedures.
• Minister of Home Affairs No.33 2010. Description of the principles for waste
management.
• Law No. 18 2008. Waste management guidance.
• IFC Performance standard. General EHS Guidelines Environmental Waste
Management.
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Non-hazardous wastes categories are classified as organic, recyclable, reusable, and
residual. Landfill will be the main option for non-hazardous waste disposal, which will
be managed properly through waste segregation. Waste segregation will be conducted
according to the Ministry of Public Works regulation No.03/PRT/M/2013-Appendix II.
13.6.7 Social Management Plan
The Social Management Plan puts measures in place for the avoidance, mitigation and
management of the potential adverse social risks and impacts associated with Project
activities. The Plan demonstrates the achievement of compliance with national
regulation and international standards, minimisation of social impact to the
surrounding communities, and outlines actions and measures required for effective
community management. This describes:
• The mitigation, management, and monitoring measures developed within this
ESIA and the AMDAL are implemented through a single reference point.
• The organisational and reporting structure to put in place, supplemented by
training and hiring process to implement the plan.
• The management and mitigation measures to be implemented during the
construction and operation stages, assigning responsibilities for their
implementation and monitoring.
• The framework through which the detailed management plans can be
implemented.
• The monitoring and review process for implementation of the management and
mitigation measures and opportunities for continual improvement.
The Social Management Plan applies to Project Affected People (PAP) within two
sub-groups:
• Directly Project Affected People (DPAP), being those belonging to economically
and/or physically displaced households.
• Indirectly Project Affected People (IPAP), being all inhabitants of the villages
not defined as DPAPs.
Priority as potential beneficiaries will be given to those people within households
identified as vulnerable including, poor (below the official poverty threshold), single
parent, those outside official work age (18 to 55); those who are differently abled, and
others related to land acquisition and economic displacement impacts.
The ESIA (Section 13.5) identifies and rates the significance of various social impacts
described in Sections 13.8 to 13.16. This process identifies several management,
mitigation and monitoring measures integrated into detailed management plans.
13.7 Environmental Aspects
13.7.1 Climate
Available meteorological information consists of local and regional data. The local
meteorological data is obtained from the rain gauge which is located at the Project site.
The regional meteorological data is provided from the Climatology Agencies at
Djalaluddin Gorontalo and Bone Bolango. Based on the climate classification by
Schmidt and Fergusson (1951), the study area can be grouped into Type C climate,
which is ‘slightly wet’ with a Q value of 0.41.
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13.7.1.1 Rainfall
The rainfall pattern in the study area is equatorial (Type C, Schmidt and Fergusson
(1951)), characterised by bimodial rainfall occurring as two peaks during the equinox.
The dry season in the study area occurs from July to October, while the rest of the year
is considered the rainy season. The available local rainfall record from the site covers
the period between 2016 and 2023, with the average monthly rainfall being 225 mm
ranging from zero in September 2019 to 519 mm in March 2023. Comparison with the
continuous regional weather station data suggests the site receives higher average and
peak rainfall.
13.7.1.2 Temperature, Humidity, Wind
Temperature data from the regional weather stations ranges from 31.5°C to 33.5°C
maximum, and minimum temperatures from 22.6°C to 24°C. Relative humidity
recorded is around 81.26% ranging from 75% in September to 84% in January. The wind
direction in the Project area is predominantly from the north.
13.7.2 Landscape
The Project area landscape is typical of coastal volcanic areas in Indonesia ranging in
altitude 47 to 788 meters above sea level (mASL). The site topography can be divided
into the northern hilly terrain at Pani mountain ranging between 250 to 788 mASL with
steep slopes varying between 20 to 90° resulting in steep to very steep terrain. Most of
the future mine site lies within this area characterised by very steep rugged terrain. In
the south part of the Project area, streams and rivers mostly drain in a southerly
direction to the Taluduyunu River catchment, altitude varies between 47 to 250 mASL
and slopes vary between 12° to 25.
13.7.3 Soils
Soils within the Pani area are derived from geological units of the late Pleistocene Pani
Volcano Rock Formation (Tppv), comprised of dacite, riodacite, andesite, tuff,
agglomerate, and breccia volcano, and Bumbulan Formation (Tpb) consisting of
granodiorite, granite, diorite, and quartz monzonite. The dominant soil parent material
includes andesite and basalt, which are classified as alkaline parent materials,
contrasting rocks such as dacite, riodacite, granodiorite, and granite with acid
chemically characteristics. Soil distribution is divided into two categories; residual soils
consist of weathered materials and transported soils carried and deposited elsewhere.
13. 7.4 River Hydrology and Surface Water Resources
The Project area is situated in between the Taluduyunu and Botudulanga
sub-catchments. The morphology of the Project site is characterised by hilly terrain to
flatland area incised by small creeks draining generally in southerly and westerly
directions into the Botudulanga River and Taluduyunu River. The upper part of the
Taluduyunu River flows from north to south. The lower part of the Taluduyunu River is
joined by the Botudulanga River, which flows from east to west. Several creeks on the
Project site represent these sub-catchments, including Dulamayo River, Pomatoa Creek,
Kolokoa Creek, Poladingo Creek, Puulo Creek, Paseda Creek, Ilota Kiri Creek, and
Ilota Kanan Creek. The Taluduyunu and Botudulanga rivers join at the southwest of
the site, then the Taluduyunu River continues to flow southwards and ultimately
discharges to the sea at Marisa.
13.7.5 Groundwater Resource Potential
The Project area is situated in a poor regional aquifer system of fissured and porous
nature. The Presidential Law of Indonesia No. 26 of 2011 applies to the Determination
of Groundwater Basins that may have a water resource potential for the benefit of the
community and environment. The Project area and its surroundings have not been
deter mined to be in an existing groundwater basin. The Marisa and Soginti
groundwater basins to the south of the Project are utilised as water sources by local
people.
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Baseline hydrogeological studies have been completed by Lorax in 2016, 2019 and 2022
and Supra in 2022 as well as the Pani Internal Environmental Monitoring completed in
2019 and 2022.
13.7.6 River Sediment Quality
River sediment quality assessments were conducted over similar periods and locations
as the Lorax and Supra water quality surveys.
13.7.7 Groundwater Quality
Groundwater quality sampling has been completed on several occasions (BPPT 2013,
Lorax 2017 and 2022 and Supra 2022) within the Project area for springs, monitoring
wells, and community wells. In-situ measurements and laboratory analyses were
conducted to gain representative water quality data as required by Minister of Heath
Regulation No. 2/2023 concerning Environmental Health. Limited sampling at three
locations in 2013 indicated the water quality met all the standards set in the regulation.
Later programs in 2017 and 2022 showed pH varied between slightly acidic to alkaline
conditions ranging from pH 5.81 to 9.55 with three isolated locations having levels
outside of the standard range (pH 6.5 to 8.5), at 9.55, 6.18 and 5.81, respectively. This is
considered indicative of a naturally mineralised volcanic groundwater system resulting
from localised mineralisation and may not be consistent with the overall geochemistry
of the bedrock.
13.7.8 Spring Water Quality
The pH of spring water samples varied between neutral to slightly acid conditions (5.7
to 7.85). Measurements at locations with pH outside the standard range of pH 6.5-8.5
are considered indicative of a naturally mineralised volcanic groundwater system.
13.7.9 Surface Water Quality
Surface water monitoring has been conducted to determine water quality conditions in
the Project and surrounding areas during both wet and dry seasons. Lorax completed a
dry season survey in August 2016 and wet season surveys in December 2016, February
2019 and May 2022. Supra also conducted water quality sampling in 2022 for the Water
Quality Baseline Study 2022 Report.
Surface water quality data were compared to the Government of Indonesia standard,
within Regulation No. 22/2021, Appendix VI for Class II, regarding water quality
management and contamination control for recreational activities, infrastructure,
freshwater fish cultivation, cattle breeding, agricultural irrigation, and other uses.
13.7.10 Formation Geochemistry and Acid Generating Capacity
A total of 110 samples were collected for the geochemical assessment, including three
metallurgical testing residues (pilot tailing) and 107 drill core samples (95 waste
samples and 12 ore samples, cut off 0.2 g/t Au). All samples underwent acid-base
accounting (ABA) and net acid generation (NAG) testworks. The ABA testwork
includes paste pH, acid neutralisation capacity (ANC), total sulphur (ST),
chromium-reducible sulphur (SCR), and total carbon (TC). A subset of sample was
also tested for solid phase metal concentration and short-term metal leaching/water
extract test to provide a preliminary indication of the leaching potential for the various
environmental classes of mine rock.
The analysis of NAPP value versus NAG pH of the samples shows all oxidised samples
have low potential to generate acidity and are categorised as NAF (except for one
sample as ‘uncertain’), and of the 43 collected transition and unoxidised samples, 9
samples are categorised as PAF, 8 of which having low potential.
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13.7.11 Tailings Characterisation
A single pilot tailing sample of solid and liquid fractions underwent a tailings
characterisation assessment and toxicological characteristic testworks (Lorax, 2022).
The NAPP value for the tailings sample was -3.80 kg H2SO4 /t, indicating that the
sample is non-acid forming (NAF). To increase the confidence in Acid Base Accounting
(ABA) characteristics for the sample, the NAG pH value is used in association with the
NAPP to classify the acid generating potential of the sample. From the test, the NAG
pH was 5.03 and it confirmed that the sample was NAF.
13.7.12 Land Designation and Use
The Spatial Plan for the Pahuwato District for the period 2012 to 2032, consists of
protected areas and cultivation areas. The protected areas consist of protection forest
areas, locally protected areas, nature reserves, nature preservation, cultural heritage,
areas prone to natural disasters, and geological protected areas. The cultivation area
consists of areas of production forests, community forests, agricultural use areas,
fishing, mining, industrial activities, tourism, residential use, and other designations.
The land designation within the Project area is for limited production forest, for
settlement/residential areas, and areas for agricultural use. These areas are already
covered by borrow-to-use approvals (Section 13.4.3). Areas within the Project are also
allocated for other purposes or non-forest area (10.85 ha).
GoI has introduced a policy to suspend new licenses being issued for activities in
selected primary forest and peat areas. No areas within the Project currently fall under
this ‘suspension’ category.
13.7.13 Mine Closure and Reclamation
Mine Closure Plans (MCP) have been completed by GSM and PETS for their respective
operations and submitted to MEMR in early 2025. The two documents are referred to
as Laporan Rencana Pasca Tambang (Post-Mining Plan Reports). Once approved by
the MEMR, the companies must provide cash deposits as a Closure Guarantee Bond to
cover the costs of the mine closure program. The cash guarantees will be reimbursed to
the companies as they demonstrate completion of the closure works and achievement of
closure success criteria, described in the MCP . The MCP is required to be updated to
accommodate any changes to the Project’s FS.
A conceptual mine closure plan was developed for the project within the FS which have
been developed to provide respective MCPs according to MEMR requirements (Section
13.18).
Following the amendment of FS, and to be consistent with the 5-year reclamation plan
process, GSM and PETS will compile and submit amendments to their mine closure
plan documents to the MEMR. Once completed and approved, GSM and PETS will
also adjust the value of the closure guarantee based on revised closure costs as detailed
in the updated plans.
13.7.14 Terrestrial Ecology
Baseline terrestrial flora and fauna surveys were conducted in 2016, 2019, and 2022 by
Lorax, while the surveys in 2018 and 2022 were conducted by PGP for AMDAL studies
and for the RKL-RPL implementation.
13.7.14.1 AMDAL and RKL-RPL Implementation Plan
Flora and fauna observations were conducted in 2018 in two different areas, north and
south of the Project area. The northern site of Project areas covered four observation
locations, while the southern site of Project areas covered 12 observation locations.
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13.7.14.2 Impacts to Terrestrial Biodiversity (Flora and Fauna)
According to the ESIA (Section 13.4), the potential impacts on biodiversity associated
with the construction and operation stages of the Project. Direct and indirect impacts
are assessed in terms of the nature of the impact, the existing and planned mitigation
measures, the potential significance of the impact to biodiversity, including priority
ecosystem services, and the magnitude of the residual impact and significance after
mitigation measures have been implemented.
13.7.15 Aquatic Ecology
Baseline data on aquatic ecology at the Project area obtained from monitoring
campaigns conducted by Lorax in 2016, 2019, and 2022 at four locations. Types of
aquatic biota assessed are plankton, benthic algae, macrobenthos and nekton (fish and
crustacea). The surveys conclude that aquatic ecology is stable at most locations with
minor signs of stress at a couple only.
13.7.15.1 Impacts on Aquatic Biota
According to the ESIA (Section 13.4), the potential impacts aquatic biota are generated
from the discharge both domestic and mine wastewater to Taluduyunu River. The
potential release of substances associated with wastewater discharge such as suspended
solids and metals could affect aquatic ecosystems in Taluduyunu River.
13.7.16 Air Quality and Noise
Ambient air quality and noise monitoring has been conducted since 2015 to date within
the Project area and surrounding settlements. The first survey was conducted in 2015
for 2016 AMDAL study by PGP at 6 locations and continued in 2019 and 2022 for the
RKL-RPL implementation. Lorax conducted an air quality and noise baseline survey
in February 2019 and March 2022 at four locations, respectively.
The ambient air quality and noise monitoring data are assessed by comparing with
national and international standards. These standards include the GoI Regulation No.
22 of 2021 regarding Execution of Environmental Protection and Management
(Appendix VII on Ambient Air Quality Standard), Minister of Environment (MoE)
Decree No. 48 of 1996 concerning noise level standard, as well as IFC’s Environment,
Health, and Safety (EHS) General Guidelines Table 1.1.1. on WHO Ambient Air
Quality Guidelines and Table 1.7.1 on Noise Level Guidelines.
13.7.16.1 Impacts on Ambient Air Quality
According to the ESIA (Section 13.4), the potential impacts on air quality include
airborne emissions and pollution generated during each stage of the mine cycle
associated with drilling, blasting, hauling, collecting, and transporting mine material.
During the mining cycle, the ore extraction, generation of solid waste and ore
processing, generate air pollution which has cumulative environmental and public
health impacts. The mine waste spoils dumped over the ground contain small size
particles that are easily dispersible by the wind.
13.7.16.2 Impacts on Ambient Noise Levels
According to the ESIA (Section 13.5), the potential impacts on noise level include
blasting, crushing, conveyors, and processing plants. Noise pollution is one of the
major impacts of mining activities. Blasting operations affect their surroundings in the
form of ground vibration, air blast, and fumes.
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13.8 Social Aspects
13.8.1 Administrative Setting
The Project is situated in Gorontalo Province covering an area of 11,260 km 2 and
consisting of five regencies (Boalemo, Gorontalo, Pohuwato, Bone Bolango, and North
Gorontalo Regency) and one city administration, (Gorontalo City). Pohuwato is the
largest regency with an area of 4,244.31 km
2 is divided into 13 sub-districts, 105
villages, and 386 hamlets. The Project is situated in the Buntulia Sub-district on the
eastern side of Pohuwato Regency, approximately 160 km west of Gorontalo City.
13.8.2 Demographics
The population of Pohuwato Regency is 147,689, 75,146 male and 72,543 female. On
average, the population growth rate as of 2020 to 2021 for Pohuwato Regency is 1.15. In
2021, the population of Buntulia Sub-district was 12,362, approximately 8% of
Pohuwato Regency’s population and a population density of 32 pers/km 2.
There are seven villages in Buntulia Sub-district Buntulia Utara, Taluduyunu, Hulawa,
Bantulia Tengah, Karya Indah, Sipatana, and Taluduyunu Utara. The male:female
ratio in the Buntulia Sub-district is varied, which is male-dominated in certain areas
and female-dominated in other areas. 95% of the population identify as Muslime with
the remainder made up of Christian, Hindu, and Buddhist.
13.8.3 Socio-economics
A socio-economics baseline study conducted by MakkiMakki in June 2022 (Baseline
Study on Socio-Economic Impact of Gold Mining Operation in Pohuwato, Gorontalo)
identified that the majority of people in Buntulia Sub-district rely on mining to support
the economy. The economic growth of Pohuwato Regency in 2021 was 2.2%, with
unemployment decreasing from 3.1 % in 2020 to 2.45 % in 2021.
Much of the community chose artisanal illegal mining (PETI) as their livelihood even
though they understand the risks of mining activities and the negative impacts of their
activities. Income from mining activities is more lucrative compared to other activities
such as agricultural sector. The agricultural sector in Buntulia Sub-district is extensive,
however, the subsistence nature of the sector is not optimised to encourage the
economic growth of the community.
13.8.4 Employment, Income and Business Opportunity
The Project will generate employment opportunities during the construction stage
consisting of casual positions in a variety of unskilled, semi-skilled and skilled jobs.
Peak labour needs during the construction stage are approximately 1,600 construction
employees. The skilled workforce will comprise of a range of experts, engineers and
inspectors who are drawn locally, nationally and in some cases internationally. The
support workforce of unskilled workers will be drawn largely from the local workforce
within the Pohuwato District. A quota of 20% of unskilled labour from the local
workforce has been set, as committed to in the AMDAL and RKL-RPL approvals,
provided individual applicants meet the required qualifications. The quota will be
distributed across villages and sub-districts and is a means of ensuring that positive
benefits associated with the Project are fairly dispersed.
As the employee requirement changes from the construction stage to operation stage
the Project will generate employment opportunities within skilled and semi-skilled
positions. The peak labour needs during the operation stage are estimated 3,288. The
skilled workforce will comprise of a range of experts, engineers and inspectors who are
drawn locally, nationally, and in some cases internationally. The priority for utilisation
of local workforce will still be from the Pohuwato Regency According to
socio-economic information for the local community, the Human Development Index
(HDI)’s in Pohuwato Regency is 65.80 meaning there is sufficient attention to
implement human development (Section 13.8.2).
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The positive impacts of employment opportunity will be supported by coordinating
with the local government agencies related to workforce recruitment and by providing
skills and training to facilitate engagement of the local community working at the
Project.
13.8.5 Community Perception
The community within the Project area is predominately engaged in land-based
livelihoods consisting of PETI and agriculture activities, as landowners, sharecroppers,
or daily workers. The predominance of the unskilled sector across the local population
means that households impacted through the physical displacement process may
generally be sensitive to such impacts and have lower capacity to absorb and respond to
these impacts than otherwise may be the case in more diverse and affluent societies. At
this stage of this study no detailed socio-economic survey has been conducted to
identify particularly vulnerable households, define household level livelihood
approaches, and accurately determine appropriate entitlements.
Physical displacement of people within the Popaya and Butato Hamlets of Hulawa
Village is required during the land acquisition for the mine construction. No detailed
information exists regarding the total area needs to be acquired, the number of parcels,
households impacted and ownership of the land. Economic displacement refers to the
area where PETI is conducted scattered throughout the PGP area. PGP endeavours to
acquire land based on voluntary transactions prior applying the requirements of IFC
PS5.
13.8.6 Community Unrest and Conflict
The potential for community unrest is regarded because of negative community
perception of the Project activities during all stages. According to the ESIA (Section
13.5), the potential impacts on community unrest are definite.
13.8.7 Community Engagement
A Community Engagement Management Plan will be developed to focus on the
consultation and participation of affected communities, grievance mechanisms and
reporting to the affected communities. The objectives of the community participation
are to provide opportunity for people to be affected to get clear, accurate and
comprehensive infor mation about the proposed project and its anticipated
environmental impacts.
13.8.8 Community Employment and Income
The Community Employment and Income Management Plan describes how the
Company/PGP will manage recruitment, employment, and income opportunities, with
a focus related to local communities. The domination of land-based livelihoods (PETI),
and general low education levels, access to project employment opportunities should
give priority of unskilled jobs in the first place and secondly to other people in the
surrounding communities during construction and operation stages.
13.8.9 Community Economic Management
The Community Economic Management Plan developed will benefit the local
community from switching their current livelihood (e.g. far mers, PETI, and
sharecroppers) to entrepreneur-based livelihood such as providing services (e.g.
groceries, restaurants, salon, workshop, services, etc.). For example, those who receive
compensation due to land acquisition will invest their compensation fund in a
productive sector.
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13.8.10 Community Education
The Community Education Management Plan will be required to align with the
Project’s operations commencement to meet the need for sufficient skilled and unskilled
labour. Despite the priority of employing local villagers as the mines begin to develop,
the education and health conditions of the people of Hulawa village will be a critical
factor in providing the best labour for the mines. There is currently no social-economic
profile of the villagers of Hulawa and it can be assumed there will be reliance on outside
labour. Specific programmes for Educational Scholarship and Vocational Education
and Training are required to ensure the Plan is implemented.
13.8.11 Community Health
The general health condition of local community around the Project area is determined
according to secondary data from the Central Bureau of Statistics for Pohuwato
Regency and Gorontalo Province. The most common disease in Pohuwato Regency was
the common cold, with the number of cases ranging between 7,000 to 10,000 per year
for the period 2017 to 2019. Other disease rates for Gorontalo Province in 2020 include
TB (90% treatment rate), AIDS (49 cases), Leprosy (10/100,000 population), Malaria
(1/100,000 population), and Dengue Fever (40/100,000 population).
According to the ESIA (Section 13.5), the potential impacts on community health are
possible related to increased noise and dust emissions from construction and mining
activities, including development of facilities and mobilisation of equipment and
materials using public roads. There may be increased risk of communicable diseases
from migrant workers (including STDs) and potential pandemics such as Covid-19, and
improper domestic waste disposal and wastewater handling.
Health facilities in Pohuwato Regency are limited to one hospital located in Marisa
Sub-district and two polyclinics. There are 16 public health centres, 27 subsidiary public
health centres (Puskesmas Pembantu) which are spread over the regency, one medical
clinic, 134 integrated health posts, and nine pharmacies. There is no maternity (mother
and children) hospital in Pohuwato Regency. Within Buntulia Sub-district, there are
one apothecary and two public health centres with no inpatient facilities.
The highest number of medical/health personnel in Pohuwato Regency are nurses and
midwives (329 and 237 in 2022, respectively), while the lowest number of health
personnel are dentists and medical laboratory technicians. Medical personnel across all
disciplines have increased significantly over the period from 2017 to 2022 with a
doubling of the number of doctors and dentists apparent.
13.8.12 Prostitution
The construction and operation of the Project is estimated to require a large workforce
which will encourage migrating workers to move to the area. The migration of people
will not only consist of the workforce but also people who are seeking employment in
other business sectors which includes potential sex workers from other regions and
provinces.
13.8.13 Community Health Management
The objective of the Community Health Management Plan is to avoid or limit the
impacts on community health during all stages of the project. This is achieved through
implementing targeted prevention programs to reduce impacts along with the
implementation of an effective monitoring and evaluation program.
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13.9 Other Aspects
13.9.1 Visual Amenity Impact
According to the ESIA (Section 13.5), potential impacts on visual amenity are expected
during all stages of the project. The degrees of various impacts on visual amenity are
variable (insignificant, minor, moderate and/or major) based on pre-mitigation
conditions including project activities and involvement of community in the project
activity. The significance rating will also consider the effectiveness of planned
mitigation and management measures to be implemented.
13.9.2 Landscape and Soils
According to the ESIA (Section 13.5), potential impacts on landscapes are expected
during all stages of the project.
13.9.3 Impacts to Stability and Vibration
13.9.3.1 Landslide due to Mining Activities
The landform within the Project area will be progressively developed through removal
of overburden and waste rock, excavation of the mine pit, mine road construction,
construction of the waste dump, heap leach, TSF, and other major infrastructure which
could potentially cause landslides. Geotechnical studies carried out between 2012 and
2023 included the drilling, logging and testing of boreholes and test pits in various parts
of the mine area. Additional boreholes are currently in progress to provide a more
detailed geotechnical investigation. The material strength properties are based on
engineering judgment, previous project experience, and confir mation through
laboratory and in situ testing. The design approach applied to slopes is carried out by
using FK (Safety Factor) as an indicator of slope stability and the analysis of the
landslide probability considers the variations in the input parameters that produce a
certain FK value. The slope stability analysis used refers to Ministry of Energy and
Mineral Resources Decree No. 1827K/30/MEM/2018.
13.9.3.2 Vibration due to Blasting Activities
Blasting is required break hard rock that cannot be readily excavated or is considered
uneconomical to excavate by free digging and ripping. It is estimated that 90% of the
material in the GSM pit area and all material in PETS will require blasting. A safe
distance when blasting is maintained in accordance with the provisions of the Minister
of Energy and Mineral Resources Decree No. 1827 K/30/MEM/2018 (Guidelines for the
Implementation of Good Mining Practices), namely 300 m distance for mining fleet and
facilities and 500 m for humans from the outer limit of blasting area. Ground vibration
can cause objects in nearby residences to rattle, however, structural damage is unlikely
to occur due to distance and safe blasting design. Bench blasting and controlled
blasting geometry is calculated to achieve a state where the energy produced is
controlled.
13.9.4 Traffic Management
The Traffic Management Plan aims to address the impact of traffic on the community
and differentiates between the construction and operation stages of the project.
13.9.5 Infrastructure Development Management Plan
The Infrastructure Development Management Plan will be based on consideration of
the local socio-economic baseline condition and project needs to support local
authorities in maintenance and improvement of local public infrastructure and services
where good infrastructure provides mutual benefits both to the Project and local
communities. This includes local road quality and access to the site, road safety, and
solid waste management. The Plan will be implemented through a number of specific
programs.
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13.10 Mine Closure
Compilation of a Mine Closure Plan is required prior to start of construction activities
as specified in the following regulations:
• GoI Regulation No. 78 2010. Reclamation and Post-Mine.
• MEMR Regulation No. 26 2018. Implementation of Good Mining Principles and
Supervision of Minerals and Coal Mining.
• MEMR Decree No. 1827 K/30/MEM/2018 Appendix VI. Guidance
Implementation of Reclamation, Post Mining and Post Operation in the Mineral
and Coal.
The mandatory mine closure plan provides detailed technical assessments for facilities
decommissioning and mine closure, post-mine environmental and social programs,
including final reclamation and decommissioning of the mine site together with
stipulation of closure success criteria. Physical removal of the infrastructure, topsoil
spreading, and final revegetation will make up most of the closure activities. Water
impacts from the discharge of the mine area are predicted to be controlled by surface
runoff from rainfall with negligible impact when it discharges to the surrounding
environment. Mine closure includes decommissioning, removal of infrastructure and
equipment, and reclamation, with the use of native plant species to restore biodiversity
as closely as possible to the pre-mining condition. A monitoring program is then
developed to demonstrate success criteria have been met.
A Conceptual Mine Closure Plan was developed for the FS covering both GSM and
PETS operations based on the mine plan. This assumes mining and ore processing will
last for around 16 years (2025 to 2040), with seven years (2025 to 2031) of mining of the
PETS pit area, 16 years (2025 to 2040) mining at the GSM pit area with CIL processing,
and 10 years (2025 to 2035) for the heap leach processing at the PBT area. Mine closure
activities will start immediately after CIL processing ceases. The objective of the mine
closure plan is to guarantee a safe and environmentally sustainable post-mine site and a
legacy of better and long-lasting socio-economic conditions in the affected
communities.
Both the GSM and PETS post-mining work program includes reclamation of the
mining areas, processing facilities, supporting facilities, and maintenance and
monitoring. The post-mining plan document is a company commitment based on
Decree of the Minister of Energy and Mineral Resources No. 1827K/30/MEM/2018.
Mine Closure Plans (MCP) have been completed by GSM and PETS for their respective
operations and submitted to MEMR in early 2025. Following approval of the respective
Post-Mining Plan Reports, the companies must provide cash deposits as a Closure
Guarantee Bond to cover the costs of the mine closure program. The cash guarantees
will be reimbursed to the companies as they demonstrate completion of the closure
works and achievement of closure success criteria, described in the MCP . The MCP is
required to be updated to accommodate any changes to the Project’s FS.
Following the amendment of FS, and to be consistent with the 5-year reclamation plan
process, GSM and PETS will compile and submit amendments to their mine closure
plan documents to the MEMR. Once completed and approved, GSM and PETS will
also adjust the value of the closure guarantee based on revised closure costs mentioned
in the updated plans.
The specific objectives of the mine closure plan are:
• To protect public and employee health, safety, and welfare.
• To mitigate negative impacts on the environment and affected communities.
• To enhance positive impacts on the affected communities.
• To return the land to be compatible with its previous use (limited production
forest), as practicable.
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• To provide a mine closure plan that is appropriate for the environmental and
social setting, nature and scale of the Project.
• To provide a technical basis on which the costs of mine closure can be estimated.
13.10.1 Site Reclamation
Site reclamation discussed in this section includes final grading and shaping of surfaces
to be reclaimed, application of topsoil, revegetation, and establishment of water
management structures around reclaimed areas. Site reclamation will need to satisfy
both the requirements by MEMR, and MoEF for forest areas covered by the PPKH
which need to be returned to the Government. These activities include:
• Ongoing reclamation process as areas become available.
• Removing and stockpiling of topsoil for subsequent reclamation of disturbed
areas.
• Minimising any long-term visual impact by creating landforms that are
compatible with the surrounding environment.
• Ensuring that reshaped land is formed to be geotechnically stable, adequately
drained to minimise erosion and thereby suitable for the desired long-term land
use.
• Revegetation prioritising native plant species that will control erosion, provide
vegetative diversity and contribute to a stable environment compatible with the
existing ecosystem.
• Preventing the introduction of noxious weeds and invasive species.
• Monitoring and maintenance of rehabilitated areas until they establish a
self-sustaining condition or have achieved the closure success criteria.
The total disturbed area at closure is approximately 728 ha with the pit area 129 ha
remaining as a void or pit lake and not be reclaimed, leaving a total land area to be
reclaimed of 599 ha.
The development of the reclamation plan for heap leach areas would adhere to
comparable guidelines similar to other land disturbance reclamation plans. Appropriate
capping and surface runoff management would be implemented to ensure surface water
and groundwater integrity. Specific cover designs will be applied on these areas to
ensure minimum leaching and reduce leakage potential after closure. A drainage layer
will be established on the heap leach areas followed by low permeable layer and then
topsoil layer on top for plants growth medium.
Reclamation activities at the TSF will be selected depending on the characteristics of
the pond, and on-site conditions of the supporting structures. TSF embankments will
be constructed to remain geotechnically stable and rehabilitated including recontouring
where necessary and practical, covered with topsoil and revegetated. The water
management plan will ensure there will be no TSF overflow or seepage impacting the
environment.
13.10.2 Topsoil Management
To achieve successful mine rehabilitation, a topsoil management plan is prepared to
describe how topsoil will be recovered and conserved for rehabilitation use in a form
that is as similar to its pre-mining condition as possible. A protocol for topsoil handling
will be developed as an SOP for topsoil management.
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13.10.3 Infrastructure Decommissioning
Mine and processing infrastructure is decommissioned and removed with the main
infrastructure and equipment being dismantled and removed. Where materials and
equipment have a value these may be sold, reused or donated, and where not, disposed
of appropriately on or off site. The general approach to decommissioning and removal
of facilities, infrastructure, equipment and hazardous materials and chemicals.
13.10.4 Post-Mine Plan and Cost
A comprehensive post-mine social community program will be detailed in the mine
closure plan which will be extensions of some of the social management programs
implemented during the operations period, as well as closure-specific social
management programs. These include programs related to health, education,
infrastructure, cultural heritage, vocational training, and economic development.
The cost of mine closure activities focuses on post-mining work costs, including
dismantling mining facilities and reclamation of former mined land. The calculated
costs are those applicable in 2025 and will be calculated based on future cost reference
(future value) in 2033, with an escalation rate based on the Bank Indonesia government
bond interest rate of 5.75%.
• GSM — The revised cost estimate made up of direct costs of US$2,985,000 and
indirect costs of US$408,965 totals US$3,394,000. The future value is
US$9,284,800 equivalent to around US$26,050/ha.
• PETS — The costs assume that here are no costs for reclamation of former
mining facilities as these will be built and provided by PT GSM at the PT GSM
Mining Permit (IUP) site. The revised cost estimate made up of direct costs of
US$396,160 and indirect costs of US$54,270 totals $450,430. The future values is
US$705,000 equivalent to around US$15,000/ha.
• PBT — PBT holds an Industrial Business License which does not require the
submission of Reclamation Plans or Post-Mining for industrial sites to the
Ministry of Industry. A separate closure plan will be prepared for PBT facilities
at a later date.
The conceptual mine closure costs reported in the Pani report were reviewed by the
SME. On the basis that benchmark operations, SME have predicted higher closure
costs, examples of some of the missing elements of closure that have not been included
are:
• Engineering controls required to manage any pit lake overtopping and spillway
discharges.
• Geotechnical controls required to ensure pit wall stability both internal and
external to the final pit walls.
• Environmental controls and water treatment costs required to ensure any
discharges meet appropriate standards.
• Monitoring and analytical provision to demonstrate compliance with regulatory
requirements.
• Geotechnical and hydrogeological investigations to support numerical modelling
for recovery of groundwater levels/pore pressures.
• Hydrochemical modelling for pit lake chemistry and water treatment
requirement.
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This list is non-exhaustive and subsequently there are significant costs that can be
incurred during the closure of a mine. For the purpose of a CP report a closure
allocation of $50M has been included to ensure an adequate allocation is included in
the financial analysis. This is high level and not a robust estimate, but it is in line with
benchmark estimates assessed by SME.
13.11 Gap Analysis, Required Studies and Approvals
Additional environmental and social surveys and assessments were identified as
information gaps during the FS some of which are required as mandatory for the
operational permitting and approval of the project.
13.11.1 Regulatory Approvals
Section 13.4 details the regulatory approvals required. The following updates and
additional documents are required to support the finalisation of main regulatory
approvals:
• AMDAL. The AMDAL Addendum for Heap Leach Operation 8 MTPA is
currently being prepared by GSM and is targeted for approval in Q3 2026.
• IUP and CoW . Once the heap leach facility is developed and operated, PBT will
submit the application to the Ministry of Industry by the end of 2025 to obtain
the IUI Industrial Business Permit for the operation.
• PPKH Forestry Permit. An extension of PPKH is required to include the
proposed surface infrastructure areas within the PBT area not already covered in
the approved PPKH. One of the requirements of a PPKH is the obligation to
rehabilitate a forest area.
• TSF Dam safety permit. Technical design and specification of the tailings dam
and associated facilities is required to obtain technical recommendation from the
Dam Safety Committee (DSC) of the MPWH. A technical approval (PERTEK)
for hazardous waste disposal activities is required from MoEF prior to the
AMDAL Addendum submission for the Project.
• Wastewater discharge to the river. PBT will prepare the application of PERTEK
for wastewater discharge from heap leach and adsorption, desorption and
recovery (ADR) plant operation prior to the AMDAL Addendum submission for
the Project.
• Air Emission Release. PBT will prepare the PERTEK application for air emission
release for heap leach processing and ADR plant prior to the AMDAL
Addendum submission for the Project.
Additional technical approvals (PERTEK) are required for other parts of the project as
detailed in Section 13.4.6.
13.11.2 Environmental and Social Studies
The environmental and social studies required to develop the ESG framework for the
project, meet regulatory approvals and contribute to the development of the relevant
management plans include:
• Geochemical characterisation of waste rock and tailings.
• Environmental and Social Management System (ESMS).
• Biodiversity Action Plan (BAP).
• Stakeholder Engagement Plan (SEP).
• Land acquisition, relocation and resettlement.
• Cultural Heritage.
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The cost of completing the additional studies is estimated at US$290,000.
13.12 Occupational Health and Safety
Occupational Health and Safety (OH&S) forms part of the Health Safety and
Environmental Management System (HSEMS) requirements for MCG for the overall
systematic management of health, safety and environmental performance. This
provides the following outcomes:
• Providing a safe and healthy workplace.
• Preventing work related injuries and ill health.
• Proactively monitoring and improving HSE performance.
• Eliminating hazards and minimise HSE risks (including system deficiencies).
• Taking advantage of HSE opportunities and address management system
non-conformities associated with its activities.
• Fulfilling HSE legal and other requirements.
• Integrate other aspects of health, safety and environment including worker
wellness and wellbeing.
• Enhancement of environmental performance.
• Fulfilment of compliance obligations.
• Achievement of environmental objectives.
• Achievement of Health & Safety objectives
OH&S is covered in Section 4 of the FS and consists of the MCG corporate Health and
Safety Policy together with Hazard Identification and Risk Assessment. This is
supported by seven appendices containing safety standards applying to all MCG
operations for the following matters:
• 001 Traffic Management Standard
• 002 Tyre Standard
• 003 Work At Height
• 004 Lifting Standard
• 005 Isolation Standard
• 006 HSE Management System Manual
• 007 Confined Space
13.12.1 OH&S Policy
The Project OH&S Policy is signed by the President Director and CEO. Each of
Medeka’s subsidiary operations adopts these policies without changes and is signed by
a Director of the subsidiary company, the KTT of PGP . The OH&S policy shall be:
• Displayed in prominent locations in the workplace.
• Communicated during visitor inductions and general site inductions.
• Made available as an electronic or hardcopy document to relevant interested
parties.
• Reviewed every year as a minimum.
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Identification of the source of the hazard or occurrence that can harm people, cause
damage to the environment, or impact the community negatively includes:
• Source of hazard — people, machines and equipment, materials, methods, or
environment.
• Type of hazard — unsafe action or unsafe condition.
13.12.2 Hazard Identification and Risk Assessment
Risk management is an interactive process to identify, evaluate, and resolve workplace
hazards by eliminating or reducing the risk to the lowest level that acceptable and
applicable. It encourages management to actively eliminate the risk of loss, make the
risk management as a source of competitive advantage and company performance
advantage. It also encourages all personnel in the company to act carefully in dealing
with the risks, building the skill to communicate the understanding of risk and the
importance of risk management. Hazard identification and risk management includes:
• Risk communication and consultation.
• Determination of risk context.
• Hazard identification and risk assessment.
• Risk control.
• Monitoring and review.
Communication and consultation are completed by internal and external parties at each
step of risk management. The application of the Risk Rating provides a mechanism
assess the priority of hazards to determine the appropriate controls and develop the
necessary documentation.
13.12.3 Specific OH&S Matters
Where OH&S matters relate directly to the Project activities these are addressed in the
Environmental Aspects sections above. For example, fugitive dust generated by the
project activities and the emission of greenhouse gas (Section 13.6.3) are identified as
specific issues that require the management of any resulting OH&S issues related to
workforce and community health. Relevant management plans will be developed to
ensure the risks associated with activities are adequately reduced or mitigated.
13.13 Evaluation of Environmental and Social Risks
The Environmental and Social Impact Assessment (ESIA) completed for the Project
(Section 13.5) provides a structured process involving a systematic approach to
predicting and characterising the environmental and social impacts likely to arise from
the development and operation of the Project. The ESIA process rates and ranks the
impacts environmental and social impacts identified that may have bearing on the
execution of the Project forming a basis for prioritisation and a method of assessing the
effectiveness of proposed mitigation measures. The impacts identified, their
significance and mitigation are addressed in the relevant sections above.
With the exception of matters relating to land acquisition (Section 13.21.1),
post-operational employment and business opportunities (Section 13.21.2), and
community health (Section 13.21.3), none of the environmental and social aspects
assessed as have an impact significance higher than moderate. In all cases, the
application of suitable mitigation measures reduces the significance to low or
insignificant.
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The environmental and social aspects that have been assessed as having moderate
impact significance are covered in the referenced sections and include the following:
• Surface water resources. Impacts on Surface Water Quantity
• Surface Water Quality. Effects of illegal mining activities
• Terrestrial Ecology. Impacts to Terrestrial Biodiversity (Flora and Fauna)
(Section 13.7.14.2).
• Air Quality. Impacts on Ambient Air Quality (Section 13.7.16.1)
• Impacts of Cessation of Operations (Section 13.10).
o Loss of employment opportunity.
o Loss of business opportunity.
• Community Perception (Section 13.10).
o Land acquisition and economic displacement.
o Influx of migrant workers.
o Mobilisation of equipment and materials.
o Noise, dust and disturbance from construction works.
• Community Unrest and Conflict (Section 13.11).
o Recruitment and employment of employees.
o Increased traffic and construction works.
o Safety, subsidence, failure, land and water pollution, increased noise level
and air pollution, and tailings.
• Community Health (Section 13.16).
o Community safety related to mobilisation and demobilisation of
equipment and materials using public roads.
o Increasing prostitution.
• Visual Amenity Impact (Section 13.17.1).
• Landscape and Soils (Section 13.17.2).
o Change of land use.
o Soil quality changes due to disruption of soil structure, potential
contamination from hydrocarbons and chemical spills, and increased
erosion rate.
The ESIA recognises that positive impacts result from the project activities.
Environmental and social impacts that are considered positive include the following:
• Employment, Income and Business Opportunity (Section 13.9).
o Increase in employment opportunities.
o Increase in business opportunities.
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13.13.1 Environmental and Social Risks Related to Land Acquisition and Mine Activities
Major impacts on social risks relate to land acquisition centred around the removal of
PETI activities and the displacement of households. These matters are relevant to
community perception of the project and the potential for community unrest and
conflict and are covered in detail in Sections 13.10 and 13.11. These include:
• Negative community perception and community unrest due to the land
acquisition activities.
o Physical displacement of people within the Popaya and Butato Hamlets.
o Economic displacement within the area where PETI is conducted.
• Project construction activities.
• Concern for mining safety such as subsidence slope failure, potential for land and
water pollution, disturbance by increase of noise level and potential air
pollution, and concern over tailings.
• Mobilisation of equipment and materials.
• Influx of migrant workers.
In all cases, the application of suitable mitigation measures reduces the significance to
moderate.
13.13.2 Post-operational Employment and Business Opportunities
Major impacts on social risks relate to post-operational employment and business
opportunities. These include:
• Employment, Income and Business Opportunity (Section 13.9).
o Decrease in employment opportunities.
o Decrease in business opportunities.
In all cases, the application of suitable mitigation measures reduces the significance to
moderate.
13.13.3 Impact on Community Health and Safety
Major impacts on social risks relate to community health and safety result from
increasing prostitution due to increased numbers of migrant workers (Section 13.16.4).
The application of suitable mitigation measures reduces the significance to moderate.
13.14 Environmental Compliance Obligations and Liabilities
In line with regulatory requirements, the following environmental compliance
obligations are typically applicable and must be met:
– Forest Resource Provision (PSDH – Provisi Sumber Daya Hutan )
– Reforestation Fund (DR – Dana Reboisasi )
– Annual Forest Area Utilization Fee (PNBP – Penggunaan Kawasan Hutan )
– Reclamation Guarantee
– Mine Closure Guarantee
– Permitting Fees (including AMDAL/SKKL, Pertek, and SLO)
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The MGR Compliance team has confirmed that MGR has no environmental liabilities
associated with non-compliance or environmental damage, and Mining One has no
knowledge of any such liabilities.
14 CAPITAL EXPENDITURE AND OPERATING EXPENSES
All costs presented in this chapter are in real value.
14.1 Capital Expenditures
14.1.1 Summary
The estimation of capital expenditures (“CAPEX”) for the Pani Gold Project has been
undertaken in accordance with industry-standard methodologies and consistent with
the requirements of a Competent Person’s Report. The objective of this estimation is to
provide a transparent, reasonable, and technically justified assessment of the costs
required to bring the project into production, thereby supporting its inclusion in the
prospectus for MGR’s IPO on the Hong Kong Stock Exchange.
The methodology employed combines bottom-up estimation for major cost items
(where detailed engineering data and quotations are available) with benchmarking and
scaling techniques for ancillary facilities and infrastructure. Contingency factors have
been applied to account for uncertainties inherent in early-stage project development,
ensuring that the estimates remain conservative yet realistic.
This capital expenditure estimate represents a critical component of the Competent
Person’s Report, ensuring that stakeholders, regulators, and potential investors are
provided with a clear and defensible basis for evaluating the economic potential of the
Pani Gold Project.
Most of CAPEX are estimated by internal MGR based derived from ongoing tender
processes and others from previous studies. They are derived through a structured
process that integrates engineering design, vendor quotations, benchmark data from
comparable gold projects, and cost indices relevant to Indonesia and the broader
Asia-Pacific region.
CAPEX estimates are divided into:
• Direct Costs — The costs represent the physical and operational components
required to establish the project. These include:
o Mining: Expenditures for mine development, pre-stripping, equipment
procurement, haul roads, and pit preparation.
o Heap Leach: Construction of heap leach pads, solution ponds, and
associated processing facilities.
o CIL: Establishment of the CIL plant, including milling, leaching,
adsorption, and recovery circuits.
o Site Infrastructure: Development of power supply, water management
systems, tailings storage facilities, access roads, accommodation, and
ancillary site facilities.
o Other: Miscellaneous direct costs not captured in the above categories,
including environmental compliance measures and permitting-related
infrastructure.
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• Indirect Costs — The costs capture the supporting expenditures required to
manage and deliver the project:
o Owners Costs: Costs incurred by MGR as the project owner, including
project management, corporate support, permitting, and financing
arrangements.
o General & Indirects: Engineering, procurement, construction management
(EPCM), insurances, temporary facilities, and other indirect project
delivery costs.
• Escalation and Contingency — An allowance has been included to account for
potential cost escalation due to inflation, market volatility, and unforeseen
circumstances. Contingency factors are applied to mitigate risks associated with
uncertainties in design, procurement, and construction. A 10% contingency has
been incorporated into the CAPEX estimates.
• Sustaining Capital — This has been estimated to cover ongoing expenditures
required to maintain operations throughout the mine life. This includes
equipment replacement, infrastructure upgrades, and compliance-related
investments. The sustaining CAPEX has been assumed at 1% to 2% per year of
CAPEX spent.
The capital cost estimate for the project has been developed to a AACE class 3 estimate
with a +15% to -5% accuracy and is summarised in Table 14-1.
Table 14-1 Capital Costs Summary
Direct Cost
Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Heap Leach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
CIL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734
Site Infrastructure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
Mine Closure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Indirect Cost
Owners Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
General & Indirects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Escalation and Contingency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Sustaining Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 274
Total Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,738
14.2 Operating Expenses
14.2.1 Summary
The objective of the operating cost estimate is to develop a forecast of the annual
operating expenditures associated with the Pani Gold Project over the life of mine. This
estimate provides a critical input to financial modelling and economic evaluation,
serving as a reference framework for project feasibility and Ore Reserve reporting.
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Mining One has prepared the cost estimates related to mining activities, including
drilling, blasting, loading, hauling, and ancillary mine services. The remaining cost
components, encompassing processing, tailings, and general and administrative (G&A)
overheads, were provided by MGR. Mining One has undertaken a technical review of
these inputs to assess the appropriateness of the assumptions, the consistency of the
methodologies applied, and the adequacy of the level of detail to ensure compliance
with the requirements of the JORC Code (2012) for the reporting of Ore Reserves.
The activity-based operating cost estimate has been structured into five principal
categories, with defined battery limits to ensure clarity of scope:
• Mining — Includes all mining-related activities from initial land clearing and
topsoil stripping through drilling, blasting, loading, hauling, and ore delivery up
to the primary crusher feed point. Costs beyond the crusher feed (i.e., within the
processing plant) are excluded.
• Heap Leach Processing — Covers all costs associated with ore processing via
heap leach, commencing at the crusher discharge and extending through
agglomeration, stacking, leaching, solution handling, and recovery circuits.
• CIL Processing — Encompasses all costs related to ore treatment through the
carbon-in-leach (CIL) facilities, beginning at the crusher discharge and including
milling, leaching, adsorption, elution, electrowinning, and gold recovery.
• Tailings — Includes all costs associated with the handling, storage, and
management of tailings generated from CIL processing, covering both wet
tailings deposition and dry stacking operations.
• General and Administrative (G&A): Represents site overheads not captured
within the above activity-based categories, including administration, camp
services, security, and other general site support functions.
The summary of operating expenses over the mine life and Unit Cost per saleable gold
ounce are presented in Table 14-2.
Table 14-2 Undiscounted Operating Expenses Summary
Activity-Based Costs LoM Opex
(USD M)
Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,028
Heap Leach Processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 381
CIL Processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,279
Tailings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 184
Site G&A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 638
Total Operating Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,509
The cash operating costs in different categories for the first four years are provided in
Table 14-3.
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Table 14-3 : The Cash Operating Costs from 2026 to 2029 of the Project (US$ in millions)
Cost Item 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 Total
Workforce employment . . . . . . . . . . . . . . . 19.0 19.8 26.5 26.5 26.5 26.5 26.0 17.9 17.5 17.6 17.5 17.5 17.4 15.7 15.7 307.7
Consumables . . . . . . . . . . . . . . . . . . . 33.1 31.2 96.4 104.9 104.9 103.8 88.2 72.1 69.1 70.3 69.4 68.3 67.3 22.5 20.0 1,021.5
Fuel, electricity, water and other services . . . . . . . 74.1 60.3 139.4 143.7 141.0 137.3 118.2 101.5 92.3 91.2 84.9 80.3 76.8 39.0 37.5 1,417.4
On and off-site administration . . . . . . . . . . . 13.6 19.6 41.1 42.3 44.9 48.4 40.3 26.8 27.3 27.4 27.5 29.4 28.5 11.4 9.1 437.6
Environmental protection and monitoring . . . . . . 1.2 1.2 9.8 16.5 16.5 16.5 16.5 16.2 16.2 16.2 16.3 16.2 16.2 14.6 12.8 203.2
Transportation of workforce . . . . . . . . . . . . 2.7 2.7 3.3 3.3 3.3 3.3 3.3 1.8 1.8 1.8 1.8 1.8 1.7 1.6 1.6 35.6
Non-income taxes, royalties, and other governmental
charges . . . . . . . . . . . . . . . . . . . . . 85.2 140.9 372.9 388.9 414.6 447.8 363.7 242.4 245.4 247.0 246.3 264.2 255.0 75.3 51.5 3,841.1
Contingency allowances . . . . . . . . . . . . . . 4.7 4.5 7.1 7.2 7.7 7.3 6.1 6.0 5.6 5.7 5.6 5.4 5.3 3.9 3.8 85.9
Total Cash Operating Costs . . . . . . . . . . . . . 233.6 280.0 696.3 733.3 759.4 790.8 662.4 484.8 475.3 477.2 469.3 483.1 468.3 184.1 152.0 7,350.0
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14.2.2 Mining Costs
All mining-related activities, from land clearing and topsoil stripping through drilling,
blasting, loading, hauling, and ore delivery to the primary crusher feed point, are
classified as mining costs. To estimate these costs, Mining One developed a Microsoft
Excel-based model informed by the technical assessment presented in this report,
particularly the mine plan and mining parameters outlined in Section 9.6.
Mining operations are assumed to rely on equipment rented from PT Merdeka Mining
Indonesia (“MMI”), a subsidiary of PT Merdeka Gold Resources, under both wet and
dry hire arrangements. Supporting equipment such as cranes and personnel carriers are
provided on a wet hire basis, while core production equipment, including excavators,
dump trucks, graders, and dozers, is supplied under dry hire. MGR is responsible for
fuel supply, supervision, ore grade control, site management, and technical services.
Blasting activities are contracted to PT Orica Mining Services, which provides bulk
explosives, accessories, and down-the-hole blasting services.
Operating costs are categorized into fixed and variable components, further broken
down by activity: drilling, blasting, loading, hauling, auxiliary services, labour, and
grade control. Estimates are derived from first-principal calculations, incorporating
inputs from current contracts, supplier quotations, original equipment manufacturers
(OEM), benchmarking against comparable operations, data from MGR’s other mining
projects, and Mining One’s internal database.
All mining-related activities from initial land clearing and topsoil stripping through
drilling, blasting, loading, hauling, and ore delivery up to the primary crusher feed
point are estimated as mining costs.
Table 14-4 Undiscounted Life of Mine Mining Operating Expenses Summary
Mining Opex Component Unit Rate LoM Cost
(US$ Million)
Fixed
Mining Fixed Costs . . . . . . . . . . . . . $1.00 million/year 16.0
Drill and Blast Fixed Costs . . . . . . . . $2.01 million/year 30.1
Variable
Drill Costs . . . . . . . . . . . . . . . . . . . . $0.19/t mined 66.6
Blast Costs . . . . . . . . . . . . . . . . . . . . $0.45/t mined 154.0
Load Costs . . . . . . . . . . . . . . . . . . . . $0.40/t mined 137.2
Haul Costs . . . . . . . . . . . . . . . . . . . . $1.11/t mined 380.7
Auxiliary . . . . . . . . . . . . . . . . . . . . . $0.49/t mined 168.0
Labours . . . . . . . . . . . . . . . . . . . . . . $0.13/t mined 44.4
Grade Control Cost . . . . . . . . . . . . . $0.09/t mined 30.8
Total Cost . . . . . . . . . . . . . . . . . . . . . . 1,027.8
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14.2.3 Heap Leach Operating Costs
The operating cost estimates for heap leach operations are primarily derived from the
Feasibility Study completed in FS 2024, prepared by NewPro, a consultant engaged by
MGR to conduct the heap leach study. The engineering design undertaken provides
sufficient detail to support an operational expenditure estimate with an accuracy range
of +15%/-5%. These estimates have subsequently been updated to reflect supplier
quotations and tender outcomes, as well as adjustments for increased production
throughput. The original design throughput of 7 Mtpa has been scaled to 10 Mtpa, as
presented in this report.
The operating costs for heap leach operations cover the following:
• A processing plant capable of reducing the ore to the desired size by means of
crushing, screening and bulk material handling.
• A heap leach pad with stacking equipment, irrigation and collection systems.
• An ADR plant for gold recovery.
The process plant operating costs are broken down into several major components as
follows:
• Labour — Labour rates are benchmarked against comparable projects in
Indonesia, including other MGR operations, with workforce planning based on
industry-standard productivity levels and a two-shift system of 12-hour shifts per
day.
• Electrical power — The costs are calculated from installed capacities listed in the
Mechanical Equipment List, applying usage factors according to equipment type
and load profiles, multiplied by annual operating hours. A tariff of $0.07 per
kWh has been applied.
• Reagents and consumables — They are estimated based on metallurgical testwork
or, where unavailable, inferred from ore mineralogy. Liner consumption is
determined from abrasion and work index data, supported by engineering
experience, while diesel usage is based on vendor specifications for diesel-fired
equipment. Consumables such as lubricants are treated as fixed lump-sum costs.
Cost inputs are derived from budgetary quotations, a fuel price of $0.87/L, and
historical data from comparable projects.
• Laboratory — The costs are estimated by modelling annual assay requirements,
with unit costs benchmarked against typical values from other MGR operations.
• Maintenance materials are treated as fixed costs, reflecting dependency on
operating hours rather than throughput. These costs are factored from capital
expenditure allocations, with higher wear allowances applied to equipment such
as crushers compared to ancillary services.
• Mobile equipment costs are based on wet hire rates, which include fuel,
maintenance, insurance, and operators, sourced from quotations provided by
local contractors. The required fleet, comprising excavators, dozers, graders, and
other equipment, has been defined in line with operational needs for heap leach
stacking. MGR has adopted a rental strategy for mobile equipment to minimise
upfront capital expenditure.
The operating costs estimate for heap leach operations are summarised in Table 14-4.
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Table 14-5 Undiscounted Life of Mine Heap Leach Operating Expenses Summary
HL Cost Item Unit Rate LoM Cost
($ Million)
Fixed*
Labour . . . . . . . . . . . . . . . . . . . . . . . $7.42 M/year 49.7
Electrical Power . . . . . . . . . . . . . . . . $2.24 M/year 15.1
Reagents & Plant . . . . . . . . . . . . . . . $0.94 M/year 6.4
Laboratory . . . . . . . . . . . . . . . . . . . . $0.09 M/year 0.6
Maintenance . . . . . . . . . . . . . . . . . . . $4.49 M/year 30.1
Mobile Equipment . . . . . . . . . . . . . . $11.18 M/year 74.9
Power (Camp, Water Intake, and
other infrastructures) . . . . . . . . . .
$0.50 M/year 4.6
General . . . . . . . . . . . . . . . . . . . . . . . $1.50 M/year 10.5
Variable
Electrical Power . . . . . . . . . . . . . . . . $0.12/t leached 7.6
Reagents & Plant . . . . . . . . . . . . . . . $2.88/t leached 181.4
Total Cost . . . . . . . . . . . . . . . . . . . . . . 380.8
* The unit rates are for nameplate operations
14.2.4 CIL Operating Costs
The cost estimates reflect the throughput of 12 Mtpa including the addition of a filter
press for dry-stacked tailings (not included in FS 2024) as well as recent supplier
quotations and tender outcomes, ensuring alignment with current market conditions.
CIL operating cost estimate is composed of the following elements:
• Labour (Processing & Maintenance) — Labour rates are benchmarked against
actual costs at other MGR operations, adjusted for regional minimum wages. The
labour roster and manpower requirements are based on five days on, three days
off rotation for shift personnel and 12 hr per shift.
• Consumables — Consumption requirements are based on metallurgical testwork,
reagent addition rates, and industry benchmarks. Costs are derived from recent
supplier quotations.
o Wear liners (mills & crushers): Vendor data plus estimated freight to site.
o Grinding media: Testwork-based consumption, modelled by alteration
type and oxidation state.
o Grinding wear liners (SAG & ball mills): Testwork-based consumption,
modelled for Phase 1 and Phase 2 ore blends.
o Lime & cyanide: Consumption rates determined from testwork on Baganite
samples.
o Other reagents: Based on MGR-supplied testwork and Lycopodium’s
project database.
o Fuel: Diesel cost assumption of US$0.87/L.
o Power: Derived from mechanical equipment list, adjusted for load factor
and utilisation. Unit cost: US$0.070/kWh (grid supply). Rope conveyor
generates power during continuous operation; this credit is incorporated
into the estimate.
• Maintenance Materials — The costs are factored from the equipment supply
capital cost. Allowances for maintenance of plant mobile equipment, and general
maintenance have been made.
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The operating costs estimate for CIL operations are summarised in Table 14-5.
Table 14-6 Undiscounted Life of Mine CIL Processing Operating Expenses Summary
CIL Cost Item Unit Rate LoM Cost
($ Million)
Fixed:
Labour . . . . . . . . . . . . . . . . . . . . . . . $4.45 M/year 57.9
Power (excl. Crushing and Grinding) $5.86 M/year 76.2
Power (Camp, Water Intake, and
other infrastructure) . . . . . . . . . . .
$1.11 M/year 12.0
Maintenance Materials . . . . . . . . . . . $6.59 M/year 85.7
Laboratory . . . . . . . . . . . . . . . . . . . . $0.55 M/year 7.2
Variable:
Operating Consumables . . . . . . . . . . $5.22/t milled 717.8
Power (excl. Crushing and Grinding) $0.44/t milled 60.1
Power (Crushing and Grinding) . . . . $1.76/t milled 241.4
Maintenance Materials . . . . . . . . . . . $0.14/t milled 19.2
Laboratory . . . . . . . . . . . . . . . . . . . . $0.01/t milled 1.2
Total Cost . . . . . . . . . . . . . . . . . . . . . . 1,278.6
14.2.5 Tailings Operating Costs
Tailings processing for the Pani Project is classified into two categories: Wet Tailings
and Filtered Tailings Facility (dry-stacked tailings). The associated costs for both
tailings management methods are based on estimates prepared by MGR whereby
technical inputs and validation of these cost estimates were provided by WSP-Golder,
which assisted in the engineering and cost determination aspects of the tailings
facilities.
The operating costs estimate for the operations of tailings facilities are summarised in
Table 14-6.
Table 14-7 Undiscounted Life of Mine Tailing Facilities Operating Expenses Summary
Unit Rate LoM Cost
($ Million)
Dry Stack . . . . . . . . . . . . . . . . . . . . . . . $3.36/t tails 166.2
Wet Tailings . . . . . . . . . . . . . . . . . . . . . $0.20/t tails 17.6
Total Cost . . . . . . . . . . . . . . . . . . . . . . 183.8
14.2.6 Site General and Administration Operating Costs
The Site G&A costs encompass a range of essential support functions required to
sustain operations. These costs are estimated based on a combination of existing
running expenses, supplier quotations, benchmarking against other MGR operations,
compliance with government regulations (e.g., Land and Building Taxes), and internal
budget allocations.
The key components include:
• FIFO Expenses, covers estimated travel costs for site-based employees, including
airfares and transit accommodations.
• Meal & Camp Services, includes meals, accommodations, and the maintenance of
site facilities for site-based employees. These services are assumed to be provided
by MGR’s contractors.
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• Business Development, encompasses corporate expenses related to oversight,
project sustainability initiatives, and the engagement of business consultants.
• Commercial, responsible for all commercial activities at the operational site.
Scope includes supporting supply chain operations (scheduling and shipping
goods), rental or purchase of light vehicles, payment of land and building taxes,
and computing software requirements. This includes Finance & Accounting
Operations, tax reporting in compliance with Indonesian regulations.
• Environment, oversees the implementation of environmental sustainability
measures in line with applicable government regulations.
• Training & Development, focuses on enhancing employee competencies through
identifying training needs, designing programs, executing training sessions, and
evaluating their effectiveness in improving performance and organizational
outcomes.
• External Affairs, covers expenses for community development initiatives and
maintaining relationships with government institutions at both central and local
levels. Cost assumptions are based on internal MCG data and operational
experience at other sites. External Affairs also implements programs to engage
and support local communities surrounding the operational site.
• Health & Safety, includes costs associated with implementing and monitoring
health and safety practices to ensure safe operational activities on-site.
• Human Resources & General Affairs, responsible for managing and sustaining
site-based human resources, including employee compensation, training, and
workforce development. General Affairs also oversees office administration,
supplies, and logistics to support daily operations.
• Management, covers corporate expenses for management teams not directly
involved in site operations.
The Site G&A over the life of mine are summarised in Table 14-7.
Table 14-8 Undiscounted Life of Site G&A Expenses Summary
Site G&A Cost Item LoM Cost
($ Million)
FIFO Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.5
Meal & Camp Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.1
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 418.2
Environment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.4
Training & Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.7
External Affairs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60.4
Health & Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.9
Human Resources & General Affairs . . . . . . . . . . . . . . . . . . . . . . . 15.5
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.2
Total Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 637.9
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15 ECONOMIC ANALYSIS
15.1 Metal Price
Gold prices have demonstrated a sustained upward trajectory over the past five years
(Figure 15-1). At the end of 2019, gold price is closed at approximately US $1,393/oz,
reflecting a moderate recovery from levels observed in the mid-2010s. In 2020, amid
global economic disruption from the COVID-19 pandemic and extensive monetary
stimulus, prices rose sharply, averaging near US $1,800/oz.
By 2024, gold continued its appreciation, closing the financial year (June 2025) at
around US $2,400/oz, supported by persistent inflationary pressures and heightened
geopolitical uncertainty that reinforced safe-haven demand. This upward momentum
extended through the end of calendar year 2025, with prices exceeding US $5,000/oz for
first time. At the time of preparing this report, the spot gold price is approximately US
$4,800/oz.
Figure 15-1 10-year Gold Price History
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Analysts maintain a broadly optimistic view of gold’s trajectory. Record highs in late
2025 and early 2026 were supported by intensified global uncertainty, strong investor
f lows into gold-backed exchange-traded funds and continued central bank
accumulation of reserves. Medium-term forecasts vary, with some scenarios projecting
potential corrections toward US $4,000/oz. However, major institutions such as
Goldman Sachs and J.P . Morgan anticipate end-June 2026 prices in the range of
US$5,200-US$5,400/oz.
Longer-term projections remain bullish. Several forecasts consistently point to gold
reaching US $7,000/oz by 2030. The In Gold We Trust report (2023) by Ronald-Peter
Stoefaerle and Mark Valek highlights structural changes in fiscal and monetary policy
as key drivers of this trend, noting that persistent inflation and elevated central bank
demand are expected to underpin the next phase of the gold bull market.
Although short-term volatility is expected, the gold price assumptions applied in the
financial modelling of the Pani asset are regarded as robust, reflecting prevailing
market conditions and consensus long-term outlooks. For the purpose of defining
economic cut-off grades for the Project, a conservative price of US $2,300/oz has been
adopted, substantially below the current spot level of approximately US $5,000/oz. This
approach mitigates risk by ensuring project viability under lower price scenarios and
provides a prudent basis for Ore Reserve estimation, avoiding the potential
overstatement of Ore Reserves and mine life that could result from reliance on elevated
spot prices.
15.2 Sales Contracts
In early March 2026, PT PETS (MGR’s subsidiary) has signed a Gold Sales & Purchase
Agreement (GSPA) with PT Antam Tbk, a state-owned enterprise and one of the
leading Indonesian mining companies with a LBMA-accredited refinery. This
agreement is valid for two years.
15.3 Tax and Royalties Obligations
There are several government related tax and royalty obligations of the business. This
section of the report provides oversight of how tax and royalty regimes have been
applied to the economic model for mining.
15.3.1 Company Tax
Company tax in Indonesia for a gold mine is based on the standard corporate income
tax (CIT) framework. Gold mining companies operating in Indonesia are subject to
corporate income tax at a rate of 22 percent. This 22% is applied to net taxable profits
after allowable deductions, including operating costs, depreciation, and approved
capital allowances.
GSM operates under a Contract of Work (CoW) regime rather than an Izin Usaha
Pertambangan (IUP) licence. As such, the fiscal terms applicable to the Project are
governed by the specific provisions of the CoW , which stipulate a corporate income tax
rate of 35%. This rate differs from the prevailing corporate tax rates applicable to IUP
holders under current Indonesian mining legislation. The economic evaluation
presented in this report reflects the 35% corporate income tax rate in accordance with
the CoW framework, together with other fiscal obligations defined under the contract,
thereby ensuring consistency with the Project’s legally binding fiscal regime.
For simplicity in the financial analysis, a split between different tax regimes for PETS
and GSM is calculated using the pro-rate mining production in each particular year.
In addition to CIT, mining companies are liable for mineral royalties calculated on gross
revenue.
15.3.2 Value Added Tax
Mining companies are also subject to value-added-tax (VAT), known as Pajak
Penghasilan Negara or PPN on goods and services at the prevailing rate of 11.0%. These
V AT’s are not itemised in the financial model but are incorporated in working capital
estimations for V AT in and V AT out movement, since V AT is refundable (refer to
Section 15.4.3).
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15.3.3 Royalties
In 2025, Indonesia revised its royalty framework for gold and silver, directly affecting
royalty payments for the Pani project. Government Regulation, PP No. 19 of 2025,
introduced higher royalty rates and linked them to global Reference Mineral Price
(HMA) levels. Under the previous regime (PP No. 26/2022), gold royalties ranged from
3.75% to 10.00%. The new regulation (PP No. 19/2025) increased this range to
approximately 7% to 16%, depending on prevailing defined HMA. As a result, the
assumptions used in the FS 2024 were impacted, requiring updates to the financials
presented in this CP report.
For silver, the adjustment was simpler. The previous flat royalty of 3.25% was increased
to 5.0%.
Table 15-1 Indonesian Gold Royalties pre and post Changes to Regulation PP No. 19/2025
HMA Gold Price (USD/oz)
Old Royalty
Regime (PP
No. 26/2022)
New Royalty
Regime (PP
No. 19/2025)
≤ $1,300 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.75%
7.0%
> $1,300 ≤ $1,400 . . . . . . . . . . . . . . . . . . . . . . . . 4.00%
> $1,400 ≤ $1,500 . . . . . . . . . . . . . . . . . . . . . . . . 4.25%
> $1,500 ≤ $1,600 . . . . . . . . . . . . . . . . . . . . . . . . 4.50%
> $1,600 ≤ $1,700 . . . . . . . . . . . . . . . . . . . . . . . . 4.75%
> $1,700 ≤ $1,800 . . . . . . . . . . . . . . . . . . . . . . . . 5.00%
≥ $1,800 < $1,900 . . . . . . . . . . . . . . . . . . . . . . . . 6.00% 10.0%> $1,900 ≤ $2,000 . . . . . . . . . . . . . . . . . . . . . . . . 8.00%
≥ $2,000 < $2,200 . . . . . . . . . . . . . . . . . . . . . . . .
10.00%
11.0%
≥ $2,200 < $2,500 . . . . . . . . . . . . . . . . . . . . . . . . 12.0%
≥ $2,500 < $2,700 . . . . . . . . . . . . . . . . . . . . . . . . 14.0%
≥ $2,700 < $3,000 . . . . . . . . . . . . . . . . . . . . . . . . 15.0%
≥ $3,000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.0%
15.4 Technical and Economic Analysis
15.4.1 Economic Analysis Overview
Financial analysis has been undertaken to evaluate the economic viability of the Pani
Project and provide an assessment of the project potential returns. This analysis is
required to demonstrate the robustness of the project under defined assumptions, to
support investment decisions, and to ensure compliance with industry reporting
standards, e.g. JORC Code.
It should be emphasised that the economic analysis presented in this section is based on
the results of the technical review provided in the previous sections together with key
assumptions. The economic analysis is provided to support Ore Reserve estimations as
required by JORC Code.
The financial evaluation model was prepared internally by MGR and subsequently
subjected to an independent review by Mining One. This review focused on the
reasonableness and completeness of the underlying assumptions. While conducted at a
high level, the review is considered sufficient to support the findings and conclusions
presented in this technical report.
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15.4.2 Principal Assumptions
The key inputs applied in the project economic analysis are outlined below:
• The economic evaluation presented in this report is expressed in real terms.
• All costs, revenues, and key parameter outputs are reported in USD, with an
assumed exchange rate of IDR 16,580/USD. The assumed exchange rate is based
on the six-month average middle rate published by Bank Indonesia (BI). The 2026
Budget exchange rate reflects the average for the period July 2025 to December
2025, being the applicable cut-off period adopted in preparation of the budget,
which then adopted for the Financial Analysis prepared for this Report.
• Revenues are derived from gold and silver sales with the assumed prices are as
follows:
o 2026: $4,900/oz for Au and $83.00/oz for Ag
o 2027: $5,550/oz for Au and $76.00/oz for Ag
o 2028: $5,830/oz for Au and $70.00/oz for Ag
o 2029: $5,500/oz for Au and $74.00/oz for Ag
o 2030 until the rest of mine life: $5,150/oz for Au and $71.00/oz for Ag
Sensitivity analysis has been performed against both higher and lower price
scenarios.
The assumed gold and silver prices used in this analysis are based on the forecast
prepared by CRU Consulting (“CRU”) in the report ‘ Gold IPO Industry
Consultant, Prepared for PT Merdeka Copper Gold Tbk’ , issued in February 2026.
CRU is a leading consultancy with recognized expertise in forecasting commodity
prices, including gold and silver, supported by its in-depth analysis of global
supply and demand trends. Mining One has relied on CRU’s forecast for the
purposes of project financial analysis, acknowledging that CRU possesses greater
expertise in commodity price forecasting than Mining One.
• Gold payable price is based on metal payability of 99.5% and gold revenue is net
of realisation costs of 2.52 $/oz.
• Silver payable price is based on metal payability of 98.4% and silver revenue is net
of realisation costs of 2.52 $/oz.
• CAPEX is based on feasibility study estimates and subsequent updates as the
project has advanced. Costs include mine development, processing facilities, and
supporting infrastructure, as discussed in Section 14.1.
• OPEX, detailed in Section 14.2, is estimated from comprehensive cost modelling
covering mining, processing, and general & administrative activities.
• Mining and processing physicals are derived from the life-of-mine schedule, as
presented in Section 9.6.
• Royalties and taxes are applied in accordance with prevailing Indonesian
regulations, as discussed in Section 15.3.
• After-tax Net Present Value (NPV) has been calculated at discount rates between
5% and 10%in real term basis at 1% increment to reflect varying cost of capital
scenarios.
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15.4.3 Working Capital
A simplified working capital structure was incorporated into the financial model to
capture the movement in accounts payable and its impact on annual cash flows. The
working capital was modelled based on the following assumptions:
– The First Initial Fill Items includes reagents and spare parts required for Heap
Leach operations in 2026, and for CIL operations in 2027 and 2028.
– V AT at 11%, in line with regulation of PMK 131/2024, is applied when capital
expenditures are committed. V AT refunds are scheduled 18 months after the V AT
is incurred.
– A 60-day payment term was assumed during the ramp-up phase in 2026 for the
account payable terms. From 2027 onwards, under steady-state operations,
settlement is assumed at 30 days.
– Consistent with existing contractual arrangements, accounts receivable is
assumed to be zero days. Under the contract, payments become due and must be
settled in full by the buyer on the first business day following complete receipt of
payment documentation.
15.4.4 Summary of the Cash flow Projection
For the economic analysis of the Project, the financial model was developed using
discounted cash flow (DCF) techniques to calculate NPV and Internal Rate of Return
(IRR). Cash flows were projected over the life of mine, incorporating revenues,
operating costs, capital costs, royalties, and taxes.
The results indicate that the economic viability of the project is strong with an NPV
ranging from $6,018 million to $7,991 million for discount rates between 5% and 10%
respectively with a healthy IRR of 287%.
The key financial outcomes is summarised in Table 15-2, accompanied with the year to
year details in Table 15-3, Table 15-4, and Table 15-5.
Table 15-2 Key Financial Outcomes
Key Financial Parameters Unit Value
Unit AISC (Including Royalties)
– over LOM . . . . . . . . . . . . . . . . . . . .
US$/oz 1,632
Unit AISC (Excluding Royalties)
– over LOM . . . . . . . . . . . . . . . . . . . .
US$/oz 794
NPV @ 5% . . . . . . . . . . . . . . . . . . . . . . $ million 7,991
NPV @ 6% . . . . . . . . . . . . . . . . . . . . . . $ million 7,530
NPV @ 7% . . . . . . . . . . . . . . . . . . . . . . $ million 7,106
NPV @ 8% . . . . . . . . . . . . . . . . . . . . . . $ million 6,715
NPV @ 9% . . . . . . . . . . . . . . . . . . . . . . $ million 6,353
NPV @ 10% . . . . . . . . . . . . . . . . . . . . . $ million 6,018
Max Negative Cumulative Cash Flow . . $ million -329
Payback from First Production . . . . . . year 1.3
IRR . . . . . . . . . . . . . . . . . . . . . . . . . . . % 287%
Note: NPV and IRR are calculated to 1 January 2026. Costs incurred prior to this date are treated as sunk
and excluded from the financial analysis for the reporting of Ore Reserve estimate.
APPENDIX III COMPETENT PERSON’S REPORT
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Table 15-3 Pani Gold Project Key Economic Outputs — Mining Physicals
Item Unit LOM 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Mining Physicals
HL Pit
Ore Tonnes . . . . . . . . . . . . . . . kt 62,053 9,769 9,000 9,988 7,831 12,185 10,008 3,272 – – – – – – – –
Gold Grade . . . . . . . . . . . . . . g/t 0.64 0.59 0.73 0.52 0.56 0.63 0.73 0.79 – – – – – – – –
Silver Grade . . . . . . . . . . . . . g/t 0.94 2.18 1.68 1.17 0.38 0.27 0.26 0.49 – – – – – – – –
Contained Gold . . . . . . . . . . . . koz 1,270 185 212 167 141 245 236 84 – – – – – – – –
Contained Silver . . . . . . . . . . . koz 1,881 684 485 376 96 105 83 52 – – – – – – – –
Waste Tonnes . . . . . . . . . . . . . . kt 48,808 10,523 5,573 11,902 9,567 7,256 2,835 1,152 – – – – – – – –
Total Material Tonnes . . . . . . . . . . kt 110,861 20,293 14,573 21,889 17,398 19,440 12,843 4,424 – – – – – – – –
CIL Pit
Ore Tonnes . . . . . . . . . . . . . . . kt 140,131 133 757 9,710 11,814 12,858 12,358 12,454 12,316 12,238 12,001 12,034 12,001 12,001 3,995 3,461
Gold Grade . . . . . . . . . . . . . . g/t 0.86 1.44 1.42 0.83 0.85 0.93 0.95 0.87 0.81 0.83 0.84 0.84 0.90 0.87 0.77 0.61
Silver Grade . . . . . . . . . . . . . g/t 0.77 2.71 3.51 1.55 1.37 0.83 0.81 0.72 0.64 0.52 0.60 0.48 0.63 0.53 0.44 0.37
Contained Gold . . . . . . . . . . . . koz 3,876 6 35 258 325 385 377 347 322 325 324 324 347 335 99 68
Contained Silver . . . . . . . . . . . koz 3,472 12 85 485 521 342 321 288 252 203 233 186 244 203 57 41
Waste Tonnes . . . . . . . . . . . . . . kt 93,287 – – 2,995 6,866 4,235 8,748 6,720 16,017 9,616 12,609 9,674 6,300 4,954 2,112 2,440
Total Material Tonnes . . . . . . . . . . kt 233,417 133 757 12,704 18,681 17,093 21,106 19,174 28,333 21,854 24,610 21,708 18,301 16,955 6,107 5,901
Total and Averages
Ore Tonnes . . . . . . . . . . . . . . . kt 202,183 9,903 9,757 19,697 19,646 25,042 22,366 15,726 12,316 12,238 12,001 12,034 12,001 12,001 3,995 3,461
Gold Grade . . . . . . . . . . . . . . g/t 0.79 0.60 0.79 0.67 0.74 0.78 0.85 0.85 0.81 0.83 0.84 0.84 0.90 0.87 0.77 0.61
Silver Grade . . . . . . . . . . . . . g/t 0.82 2.18 1.82 1.36 0.98 0.55 0.56 0.67 0.64 0.52 0.60 0.48 0.63 0.53 0.44 0.37
Contained Gold . . . . . . . . . . . . koz 5,146 192 247 424 465 630 613 431 322 325 324 324 347 335 99 68
Contained Silver . . . . . . . . . . . koz 5,353 695 570 861 617 447 404 339 252 203 233 186 244 203 57 41
Waste Tonnes . . . . . . . . . . . . . . kt 142,095 10,523 5,573 14,896 16,433 11,491 11,583 7,872 16,017 9,616 12,609 9,674 6,300 4,954 2,112 2,440
Total Material Tonnes . . . . . . . . . . kt 344,278 20,426 15,330 34,594 36,079 36,533 33,949 23,598 28,333 21,854 24,610 21,708 18,301 16,955 6,107 5,901
APPENDIX III COMPETENT PERSON’S REPORT
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Table 15-4 Pani Gold Project Key Economic Outputs — Processing Physicals
Processing Physicals Unit LOM 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
HL Plant
Ore Tonnes . . . . . . . . . . . . . . . . kt 62,890 8,001 9,000 9,988 10,008 10,008 10,008 5,877 – – – – – – – –
Gold Grade . . . . . . . . . . . . . . . g/t 0.64 0.64 0.73 0.53 0.51 0.60 0.74 0.75 – – – – – – – –
Silver Grade . . . . . . . . . . . . . . g/t 0.98 2.37 1.61 1.41 0.66 0.28 0.26 0.39 – – – – – – – –
Contained Gold . . . . . . . . . . . . . koz 1,284 165 212 170 165 194 237 141 – – – – – – – –
Contained Silver . . . . . . . . . . . . koz 1,986 610 467 452 213 89 83 73 – – – – – – – –
Recoverable Gold . . . . . . . . . . . . koz 1,055 110 160 139 146 166 204 129 – – – – – – – –
Recoverable Silver . . . . . . . . . . . . koz 603 147 152 145 68 28 26 38 – – – – – – – –
CIL Plant
Ore Tonnes . . . . . . . . . . . . . . . . kt 137,400 – – 9,866 12,001 12,001 12,001 12,034 12,001 12,001 12,001 12,034 12,001 12,001 3,995 3,461
Gold Grade . . . . . . . . . . . . . . . g/t 0.86 – – 0.89 0.83 0.95 0.96 0.88 0.83 0.84 0.84 0.84 0.90 0.87 0.77 0.61
Silver Grade . . . . . . . . . . . . . . g/t 0.77 – – 1.76 1.32 0.83 0.82 0.72 0.65 0.52 0.60 0.48 0.63 0.53 0.44 0.37
Contained Gold . . . . . . . . . . . . . koz 3,820 – – 283 322 367 371 340 318 322 324 324 347 335 99 68
Contained Silver . . . . . . . . . . . . koz 3,397 – – 559 509 320 315 280 250 201 233 186 244 203 57 41
Recoverable Gold . . . . . . . . . . . . koz 3,541 – – 262 298 340 344 315 295 299 301 300 322 311 92 63
Recoverable Silver . . . . . . . . . . . . koz 2,378 – – 392 357 224 221 196 175 141 163 130 171 142 40 29
Total and Averages
Ore Tonnes . . . . . . . . . . . . . . . . kt 200,290 8,001 9,000 19,854 22,009 22,009 22,009 17,911 12,001 12,001 12,001 12,034 12,001 12,001 3,995 3,461
Gold Grade . . . . . . . . . . . . . . . g/t 0.79 0.64 0.73 0.71 0.69 0.79 0.86 0.83 0.83 0.84 0.84 0.84 0.90 0.87 0.77 0.61
Silver Grade . . . . . . . . . . . . . . g/t 0.84 2.37 1.61 1.58 1.02 0.58 0.56 0.61 0.65 0.52 0.60 0.48 0.63 0.53 0.44 0.37
Contained Gold . . . . . . . . . . . . . koz 5,104 165 212 453 486 561 608 481 318 322 324 324 347 335 99 68
Contained Silver . . . . . . . . . . . . koz 5,383 610 467 1,011 722 409 398 353 250 201 233 186 244 203 57 41
Recoverable Gold . . . . . . . . . . . . koz 4,595 110 160 401 444 507 548 444 295 299 301 300 322 311 92 63
Recoverable Silver . . . . . . . . . . . . koz 2,982 147 152 536 425 252 247 234 175 141 163 130 171 142 40 29
Gold produced . . . . . . . . . . . . . koz 4,585 108 159 400 443 505 545 443 295 299 301 300 322 311 92 63
Silver produced . . . . . . . . . . . . . koz 2,976 145 150 535 424 252 246 234 175 141 163 130 171 142 40 29
APPENDIX III COMPETENT PERSON’S REPORT
– III-204 –


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Table 15-5 Pani Gold Project Key Economic Outputs — Detailed Cash Flow Projection
Detailed Cash Flow Analysis Unit LOM 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Metal Price Assumptions
Gold Price . . . . . . . . . . . . . . . . US$/oz 5,251 4,900 5,550 5,830 5,500 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150 5,150
Gold Payable Price . . . . . . . . . . . . US$/oz 5,222 4,876 5,522 5,801 5,473 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124 5,124
Silver Price . . . . . . . . . . . . . . . . US$/oz 72 83 76 70 74 71 71 71 71 71 71 71 71 71 71 71
Silver Payable Price . . . . . . . . . . . . US$/oz 68 82 75 69 73 70 70 70 70 70 70 70 70 70 70 70
Revenue
Gold Revenue . . . . . . . . . . . . . . . US$M 23,943.1 528.6 877.0 2,319.5 2,421.4 2,585.9 2,793.9 2,268.3 1,511.6 1,531.0 1,540.0 1,536.8 1,647.6 1,590.9 469.6 321.0
Silver Revenue . . . . . . . . . . . . . . US$M 203.6 11.5 10.9 35.5 29.8 16.9 16.6 15.7 11.8 9.5 11.0 8.8 11.5 9.6 2.7 1.9
Total Revenue . . . . . . . . . . . . . . . US$M 24,146.7 540.1 887.9 2,355.0 2,451.2 2,602.8 2,810.5 2,284.1 1,523.4 1,540.5 1,551.0 1,545.5 1,659.1 1,600.5 472.2 322.9
Royalties
Gold royalty . . . . . . . . . . . . . . . US$M 3,830.9 84.57 140.33 371.12 387.43 413.74 447.02 362.93 241.85 244.97 246.41 245.88 263.61 254.55 75.13 51.36
Silver royalty . . . . . . . . . . . . . . . US$M 10.2 0.58 0.54 1.77 1.49 0.85 0.83 0.79 0.59 0.47 0.55 0.44 0.57 0.48 0.13 0.10
Total royalty . . . . . . . . . . . . . . . US$M 3,841.1 85.15 140.87 372.89 388.92 414.58 447.85 363.72 242.44 245.44 246.95 246.32 264.19 255.03 75.27 51.46
Operating Costs (Opex)
Opex for Mining . . . . . . . . . . . . . US$M 1,027.8 74.6 53.8 108.6 105.3 103.3 98.0 73.9 78.1 65.2 65.3 57.8 52.0 47.3 22.3 22.2
Opex for Processing HL . . . . . . . . . . US$M 380.8 47.8 53.4 58.4 58.4 58.4 58.4 45.9 – – – – – – – –
Opex for Processing CIL . . . . . . . . . . US$M 1,278.6 – – 92.7 108.9 108.9 108.9 109.3 109.4 109.4 109.4 109.6 109.4 109.4 48.8 44.8
Opex for Tailings . . . . . . . . . . . . . US$M 183.8 – – 8.3 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 15.0 13.4 11.6
Opex for G&A . . . . . . . . . . . . . . US$M 637.9 26.0 32.0 55.4 56.7 59.2 62.7 54.6 39.8 40.3 40.5 40.5 42.4 41.5 24.3 22.0
Total Operating Costs . . . . . . . . . . . US$M 3,508.9 148.5 139.2 323.4 344.3 344.8 343.0 298.7 242.4 229.9 230.2 223.0 218.9 213.3 108.8 100.6
Earnings before Depreciation/Amortisation . . US$M 16,796.7 306.5 607.8 1,658.7 1,718.0 1,843.4 2,019.6 1,621.7 1,038.5 1,065.2 1,073.8 1,076.2 1,176.0 1,132.2 288.1 170.9
Depreciation and Amortization (D/A) . . . . . US$M 1,948.3 53.8 106.2 169.2 162.9 159.3 160.9 146.3 103.8 93.3 84.1 78.6 71.2 64.8 59.2 434.8
Taxable Income . . . . . . . . . . . . . . . US$M 14,848.4 252.7 501.7 1,489.5 1,555.1 1,684.1 1,858.7 1,475.4 934.8 972.0 989.8 997.7 1,104.8 1,067.3 228.9 –263.8
Income tax rate . . . . . . . . . . . . . . % 22% 22% 22% 25% 26% 26% 26% 30% 27% 29% 28% 28% 26% 28% 29% 25%
Income tax payable . . . . . . . . . . . . US$M 4,061.0 55.6 111.2 369.2 410.6 442.0 480.9 446.1 253.4 283.8 277.3 276.6 290.1 298.3 66.0 –
Net Operating Profit after Tax (“NOPAT”) . . US$M 10,787.4 197.1 390.4 1,120.3 1,144.5 1,242.1 1,377.8 1,029.3 681.4 688.1 712.4 721.1 814.7 769.0 162.9 –263.8
NOPAT after adding back D/A . . . . . . . . US$M 12,735.7 250.9 496.6 1,289.4 1,307.4 1,401.4 1,538.8 1,175.6 785.2 781.4 796.5 799.6 886.0 833.9 222.1 170.9
Working Capital . . . . . . . . . . . . . . US$M 9.1 24.3 85.8 17.1 22.5 3.9 0.6 0.1 6.1 8.5 0.7 0.4 0.1 1.5 3.1 23.0
Residual Value . . . . . . . . . . . . . . US$M – – – – – – – – – – – – – – – –
Capital Expenditure . . . . . . . . . . . . US$M 1,738.2 299.2 725.2 164.0 76.3 67.0 64.8 112.6 19.6 19.6 19.6 40.1 20.0 20.0 53.0 37.0
(a) Sunken Capital . . . . . . . . . . . US$M – – – – – – – – – – – – – – – –
(b) Expansion Capital . . . . . . . . . . US$M 1,414.6 296.0 721.7 144.0 55.5 45.5 42.6 89.4 – – – 20.1 – – – –
(c) Sustaining Capital . . . . . . . . . . US$M 273.6 3.2 3.5 20.0 20.8 21.5 22.2 23.2 19.6 19.6 19.6 20.0 20.0 20.0 20.0 20.0
(d) Mine Closure . . . . . . . . . . . . US$M 50.0 – – – – – – – – – – – – – 33.00 17.00
Cash flow . . . . . . . . . . . . . . . . . . US$M 10,997.4 –25.1 –304.2 1,108.3 1,253.6 1,338.3 1,474.6 1,063.2 771.6 770.3 777.5 759.2 865.8 815.3 172.1 156.9
Accumulated cash flow . . . . . . . . . . . . US$M 10,997.4 –25.1 –329.4 779.0 2,032.6 3,370.8 4,845.5 5,908.6 6,680.3 7,450.5 8,228.1 8,987.2 9,853.0 10,668.3 10,840.5 10,997.4
Unit AISC (including Royalties) . . . . . . . US$/oz 1,632 2,080 1,719 1,704 1,639 1,516 1,463 1,515 1,672 1,627 1,618 1,604 1,531 1,544 2,560 2,988
Unit AISC (Excluding Royalties) . . . . . . . US$/oz 794 1,295 832 772 760 695 642 694 850 805 797 783 710 723 1,739 2,167
APPENDIX III COMPETENT PERSON’S REPORT
– III-205 –


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15.4.5 Sensitivity Analysis
A sensitivity analysis was conducted to evaluate the impact of key technical and
economic parameters on the financial performance of the Pani Project. The objective of
this analysis is to assess the robustness of project economics under varying assumptions
and to identify the parameters that exert the greatest influence on NPV and IRR. The
parameters tested include gold price, CAPEX, OPEX, head grade, plant throughput,
and metallurgical recovery.
Each parameter was varied within a reasonable range, at + 30%, relative to the base case
assumptions used in the Financial Assessment:
• Gold price scenarios were selected to reflect both conservative long-term
planning assumptions and current market conditions.
• CAPEX and OPEX were adjusted to account for potential cost escalation or
efficiency gains.
• Grade, throughput, and recovery were varied to reflect operational uncertainties
and potential improvements in mine and plant performance.
The resulting changes in NPV were calculated to quantify the sensitivity of project
economics to each parameter, as presented in Figure 15-2.
Sensitivity of NPV @ 8%; Real Terms
0
2,000
4,000
6,000
8,000
10,000
12,000
-30% -20% -10% 0% 10% 20% 30%
US$ million
Change in inputs
Gold Price Opex Capex Grade Recovery
Figure 15-2 NPV Sensitivity
The sensitivity analysis demonstrates that gold price, grade, and recovery are the most
influential parameters affecting project economics. OPEX also has a material impact,
while CAPEX and throughput exert relatively lower influence. These findings
emphasize the importance of conservative gold price assumptions, rigorous grade
control, and continuous improvement in metallurgical performance.
Overall, the Pani Project exhibits robust economics across a range of scenarios. While
short-term volatility in gold price and operating costs may affect returns, the project
remains resilient under conservative assumptions. The sensitivity analysis confirms that
the adopted base case assumptions provide a prudent foundation for financial
modelling, while also highlighting the potential upside under favourable market and
operational conditions.
APPENDIX III COMPETENT PERSON’S REPORT
– III-206 –


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16 RISK ASSESSMENT
16.1 Overview
As with many new mining projects the development of the Pani Gold Project involves a
range of technical, operational, environmental, social and commercial risks that have
the potential to impact the project. The risks are varied and can range from simple
production impacts, cost impacts or technical impacts to the project. Throughout the
duration of the project studies a risk assessment was maintained and continually
updated to reflect the risks associated with the commencement of operations these risks
identify potential road bumps for the project lifecycle, from construction and
commissioning through to steady-state operations.
A risk assessment was conducted during the 2024 Feasibility Study. This risk
assessment has been reviewed and updated for inclusion in this competent persons’
report using qualitative and semi-qualitative methodology, consistent with
industry-standard risk management frameworks. Risks are ranked based on their
assessed likelihood and consequence.
The Risk Assessment has been done in accordance with Guidance Note 7 from the
Hong Kong Stock exchange which has been summarised and provided diagrammatically
below. The adopted risk ranking matrix specific to investment is provided in Table 16-2.
Table 16-1 CPR Risk Matrix
Likelihood of Risk (within 7 years)
UNLIKELY POSSIBLE LIKELY
Consequence of Risk . . . . MINOR LOW LOW MEDIUM
MODERATE LOW MEDIUM HIGH
MAJOR MEDIUM HIGH HIGH
MINOR RISK — the factor, if uncorrected, will have little or no effect (<10%) on
project cash flow performance.
MODERATE RISK — the factor, if uncorrected, could have a significant effect (10% to
20%) on the project cash flow and performance unless mitigated by some corrective
action.
MAJOR RISK — the factor poses and immediate danger of a failure, which if
uncorrected, will have a material effect (>20%) on the project cash flow and
performance and could potentially lead to project failure.
16.2 Risk Assessment Results
An overview of the risks is outlined in Table 16-2.
Table 16-2 Project Risk Assessment Overview
HAZARD/ISSUE CONSEQUENCE LIKELIHOOD RISK RATING
Geology and Resource Estimation
Underestimation of deleterious materials . . MODERATE UNLIKEL Y LOW
Historical drill holes misinform
interpretation . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Mining and Ore Reserves
Poor production against plan . . . . . . . . . MINOR POSSIBLE LOW
Lack of rock material to build TSF . . . . . . MODERATE UNLIKEL Y LOW
Insufficient area for waste dump . . . . . . . MODERATE UNLIKEL Y LOW
Supply Disruption or unavailability of
Mining Equipment . . . . . . . . . . . . . .
MINOR UNLIKEL Y LOW
APPENDIX III COMPETENT PERSON’S REPORT
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HAZARD/ISSUE CONSEQUENCE LIKELIHOOD RISK RATING
Geotechnical and Hydrogeology
Failure of the heap leach stack . . . . . . . . MODERATE POSSIBLE MEDIUM
Multi-bench wall failure of pit wall . . . . . . MODERATE UNLIKEL Y LOW
Land slide due to seismic/hydro factors close
site access . . . . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Stability of Exploration sites . . . . . . . . . MINOR POSSIBLE LOW
Water for Mining and Mineral Processing
Plant . . . . . . . . . . . . . . . . . . . . . . .
MODERATE UNLIKEL Y LOW
Sedimentation runoff . . . . . . . . . . . . . . MINOR POSSIBLE LOW
Processing and Metallurgy
Tailings Filtration and Filtered Tailings
Facility underperform . . . . . . . . . . . .
MODERATE POSSIBLE MEDIUM
Actual tailings dry density realised below
target . . . . . . . . . . . . . . . . . . . . . .
MODERATE POSSIBLE MEDIUM
Availability of Construction Clay for TSF . MINOR UNLIKEL Y LOW
Crushing and Comminution production
impacts . . . . . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Lack of ore feed . . . . . . . . . . . . . . . . . MINOR UNLIKEL Y LOW
Tailing management cost and budget . . . . . MINOR POSSIBLE LOW
Delays in AMDAL approval for TSF . . . . . MODERATE UNLIKEL Y LOW
Insufficient Tailing Storage for LOM . . . . . MODERATE UNLIKEL Y LOW
Heap Leach Gold recovery underperform . . MINOR POSSIBLE LOW
Surface and Groundwater Contamination . . MINOR POSSIBLE LOW
Environmental and Social Risks
Hazard material handling . . . . . . . . . . . MINOR POSSIBLE LOW
Disruptions with Pani village resettlement . MINOR POSSIBLE LOW
Impact on Biodiversity . . . . . . . . . . . . . MINOR POSSIBLE LOW
Climate Change . . . . . . . . . . . . . . . . . MINOR POSSIBLE LOW
Closure Costs exceeds estimate . . . . . . . . MINOR POSSIBLE LOW
Scope of Closure increases . . . . . . . . . . . MINOR POSSIBLE LOW
Negative community perception impacts
business . . . . . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Disruptions to power supply . . . . . . . . . . MINOR POSSIBLE LOW
Road incidents due to increase traffic . . . . MINOR POSSIBLE LOW
Health impacts on community . . . . . . . . . MINOR POSSIBLE LOW
Financial
Underestimation of costs or cost inflation . MINOR LIKEL Y MEDIUM
Securing of CAPEX . . . . . . . . . . . . . . . MODERATE UNLIKEL Y LOW
Legal
Licencing dispute . . . . . . . . . . . . . . . . MODERATE UNLIKEL Y LOW
Land acquisition is disrupted due to
external factors . . . . . . . . . . . . . . . . .
MODERATE UNLIKEL Y LOW
Future permitting for construction and
mining is not granted due to external
factors . . . . . . . . . . . . . . . . . . . . . .
MODERATE UNLIKEL Y LOW
Fail to meet regulatory consent conditions. . MODERATE UNLIKEL Y LOW
Gold theft – illegal mining . . . . . . . . . . . MINOR POSSIBLE LOW
Anti mining protests by NGO . . . . . . . . . MINOR POSSIBLE LOW
Relocation of artisanal miners creates
conflict . . . . . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Impact of mercury in ecosystem from illegal
mining. . . . . . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Cyanide contamination from site operations MINOR UNLIKEL Y LOW
Management
Seismic/Earthquake activity . . . . . . . . . . MODERATE POSSIBLE MEDIUM
Fire damage . . . . . . . . . . . . . . . . . . . . MODERATE UNLIKEL Y LOW
Disputes over profit sharing . . . . . . . . . . MINOR UNLIKEL Y LOW
Uncontrolled access to mining lease by third
parties . . . . . . . . . . . . . . . . . . . . . .
MINOR POSSIBLE LOW
Shortfall in Emergency Response Team
capabilities . . . . . . . . . . . . . . . . . . .
MINOR UNLIKEL Y LOW
Fit for Work (Fatigue) . . . . . . . . . . . . . . MINOR POSSIBLE LOW
Conflict between workers . . . . . . . . . . . . MINOR POSSIBLE LOW
Harm to people during construction . . . . . MINOR POSSIBLE LOW
Illegal miners intrude the active Pit . . . . . . MINOR POSSIBLE LOW
APPENDIX III COMPETENT PERSON’S REPORT
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17 CONCLUSIONS AND RECOMMENDATIONS
The following conclusions and recommendations have been made based on the
observations made by the respective subject matter experts who provide this
information to support the already comprehensive study and execution program that
has been undertaken at the Pani Project. Overall, the project is considered robust.
17.1 Resource Estimation
The Competent Person for Mineral Resources Estimate completed a due diligence
review of the August 2024 MRE during mid-2025, with several recommendations put
forward including the addition of Measured material where the estimate performance
was particularly robust and drilling density was high. This was the key change between
the original Q2 2024 MRE released in August 2024 and the September 2025 MRE (refer
to Table 7-1). A further revision was made to the September 25 MRE in terms of
depletion as of 31 December 2025, resulting in the Dec-25 MRE which this report is
based on.
A review was carried out to validate that the classification of materials was supported
by model performance and data density.
The latest topography file used to deplete the MRE as of 31 December 2025 was
independently applied to the resource model to verify depletion quantities. The
topography surface yielded consistent depleted tonnage and grade quantities as
reported by MGR and noted in this report.
The Mineral Resource Statement presented in this report represents the Mineral
Resource prepared for Pani in accordance with the JORC Code 2012. In the opinion of
Mining One, the Mineral Resource reported herein is a reasonable representation of the
global gold and silver Mineral Resource at Pani Gold Project given the current level of
sampling and geological understanding.
Given the high density of data at Pani, the Competent Person suggests comparing an
ordinary kriged estimate into parent cells at the SMU scale rather than using localised
uniform conditioning. This may yield similarly robust results, while significantly
simplify the estimation process and decreasing processing time. Mining One have been
informed that the MGR geology team are in agreement and are actively investigating
these proposed adjustments for future resource updates.
17.2 Mining and Ore Reserves
Open pit mining activities commenced at Pani Gold mine in the last quarter of 2025.
During this period, the operation has demonstrated capacity to operate more efficiently
than predicted in the Feasibility Study. The mine has reviewed its strategy to deploy
larger fleet for HL mining which is an improvement to considerations in the Feasibility
Study.
The competent person has reviewed the methodology adopted in obtaining optimal
open pit to guide mine design, the Modifying Factors applicable to the Mineral
Resources, the input assumptions for developing and the practicality of mining to mine
designs and has assessed these to be suitable for the purposes of estimating Ore
Reserves. Additionally, the competent person has generated its own independent LoM
plan schedule based on Measured and Indicated Mineral Resources to estimate Ore
Reserves.
APPENDIX III COMPETENT PERSON’S REPORT
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As of the effective date of 31 December 2025, the Ore Reserves for Pani Gold Mine
open pit consists of 203.1 Mt of ore at an average gold grade of 0.79 g/t for 5.2 Moz of
contained gold and an average silver grade of 0.84 g/t for 5.5 Moz of contained silver.
The Ore Reserve can support a mine life of approximately 15 years.
The competent person notes that the Ore Reserve estimate is constrained or limited by
total available capacity for storing tailings for which Technical Studies have been
completed to at least a PFS level. There is opportunity to increase the Ore Reserve
estimate when additional studies for storing tailings are completed to at least, a PFS
level.
17.3 Processing and Metallurgy
The Pani Gold Project will be developed in two stages, an initial Heap Leach operation
followed by a Carbon-in-Leach operation in 2028. The Heap Leach facility has been
constructed and irrigation commenced on 27 January 2026, with first gold production
planned for Q1 2026. The Heap Leach facility will ramp up from 8 to 10 Mtpa by 2028.
A total of 62.9 Mt is planned to be stacked until mid-2032. The CIL Plant is planned to
be constructed in 2026-2027 with first gold planned for 2028. The CIL Plant is designed
to treat up to 12 Mtpa and a total of 140 Mt is planned to be processed until 2040.
The Heap Leach and CIL process flowsheets are conventional processes that are widely
used in the industry. Testwork to support the process plant engineering and designs have
been conducted to a good standard by reputed engineering companies. Further
testwork including variability testing is recommended in the future to check
geometallurgical variability and confirm comminution and recovery performance.
To achieve and maximise the tailings stored in TSF Hulawa, it is recommended to
implement supernatant pond water management and tailings deposition strategies
during operation to maximise tailings consolidation so that the target dry density is
achieved. At an assumed dry density of 1.5 t/m³, the TSF can store 88.1 Mt of tailings.
17.4 Environmental and Social
The Environmental and Social Impact Assessment (ESIA) (Section 13.5) identifies and
characterises the environmental and social impacts likely to arise from the development
and operation of the Project and rates the significance of each impact. Mitigation
measures are identified to reduce the significance of the impacts which in most cases
reduces those identified as moderate to low, and those identified as major to moderate.
It is recommended that the studies, strategies and management plans identified to
mitigate the significance of impacts are completed in advance of mine construction and
operations. These include:
• Infrastructure Development Management Plan.
• Traffic Management Plan.
• CSR program.
• Community Health Management Plan.
• Land acquisition and economic displacement strategies.
• Dust and emissions control planning.
• Noise Management Plan.
• Education Scholarship and Vocational Education and Training Programs.
APPENDIX III COMPETENT PERSON’S REPORT
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17.5 Mine Economy
Pani Gold mine is entering the early production phases, with the CIL project under
development. Development of the project will require significant capital investment to
unlock its potential. Ignoring sunk capital investments to date, discounted cash flow
(DCF) analysis suggests strongly positive IRR and NPV at discount rate of 8-10% with
payback period of less than 2 years.
17.6 Risk
A previous high-level risk assessment was prepared during the FS 2024 and was
considered to have been completed to a high standard, during the CPR review in early
2026 it was noted that the original risk assessment had not been updated since the FS
2024. The risks were subsequently updated by the Subject Matter Experts to inform the
CPR report.
It is recommended that the Pani project revisit the FS 2024 and CPR risk assessments
and update the project risk assessment and undertake, as a minimum, annual reviews of
this risk assessment.
18 CLOSURE
This report, Competent Person’s Report of the Pani Gold Project in Sulawesi Island,
Indonesia, was prepared by:
Alex Lukomskyj, B.Sc. (Hons.) Geology, MAusIMM
Principal Resource Geologist of PT Mining One Indonesia
Ievan Ludjio, B.Eng Mining, FAusIMM CP (Mining), RPEQ
Director/Principal Mining Engineer of PT Mining One Indonesia
and reviewed by
Joseph Tachie-Menson, B.Sc Mining Engineering, MAusIMM CP (Mining)
Principal Mining Engineer of PT Mining One Indonesia
Cameron Farrington, MBA (Finance), B.Eng Mining, MAusIMM CP (Mining)
Principal Mining Engineer of PT Mining One Indonesia
APPENDIX III COMPETENT PERSON’S REPORT
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19 REFERENCES
1. Feasibility Study Report: Pani Gold Project , PT Merdeka Copper Gold, 14 March
2024
2. Gap Analysis Geotechnical and Hydrology Studies: Pani Project — Merdeka
Copper Gold, Golder, 23 December 2021
3. Hydrology and Hydrogeology Studies of Pani Project, PT LAPI-ITB, 7 June 2022
4. Pani Project Hydrogeology Assessment Report, J Resources PT Lorax Indonesia,
25 April 2018
5. Hydrology and Hydrogeology Study of Pani Project, PT LAPI-ITB, Undated
6. PT Puncak Emas Tani Sejahtera, Geotechnical, Hydrogeological, and
Hydrological Study for the Pani Gold Project (PETS Pit) for GoIFS, WSP, 20
August 2024
7. Hydrogeology Study for GSM Pit, WSP, 18 December 2025
8. GSM Pit Geotechnical Assessment , WSP, 19 December 2025
9. Summary & Highlight Hydrogeology Study Pit GSM — Pani_260131, WSP,
Undated
10. Hydrogeology Study for GSM Pit , WSP 15 December 2025
11. Merdeka Copper Gold Pani Gold Project Concept Study, Concept Study Combined
Report, DRA, 16 December 2022
12. Merdeka Copper Gold Manual, MCG-HSE-MAN-001, HSE Management System
Manual, 2nd Revision, MDC, 15 August 2023
13. Pani 2022 Baseline Study Air Quality and Noise, PT Lorax Indonesia, 9 May 2022
14. Pani Baseline Study Groundwater Assessment, PT Lorax Indonesia, 19 May 2022
15. Pani Project Public Health Desktop Study, PT Lorax Indonesia, 19 May 2022
16. Water Supply Feasibility Study, Interim Report, PT SUPRA Internasional
Indonesia, 25 July 2022
17. Technical Memo Water Baseline and Water Supply Feasibility Study, PT SUPRA
Internasional Indonesia, Undated
18. Pani Project Terrestrial Ecology Baseline Study May 2022 Survey, PT Lorax
Indonesia, 22 July 2022
19. Pani Project Environmental Baseline Study Aquatic Ecology and Water Quality
(May 2022), PT Lorax Indonesia, 28 July 2022
20. Interim Report Water Quality Baseline Study, PT SUPRA Internasional
Indonesia, 5 July 2022
21. Water Feasibility Study Groundwater Exploration, PT SUPRA Internasional
Indonesia, 5 July 2022
22. Laporan Rencana Pasca Tambang Blok Pani, PT GSM, Undated
23. Laporan Rencana Pasca Tambang Blok Pani, PT PETS, Undated
24. Pani Waste Dump 1 — Hydrogeology & Subdrain, WSP, 23 August 2024
25. HLP Dams Feasibility Study, WSP 20 December 2024
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 652 ---
26. Feasibility design Summary TSF Hulawa RL 356 m, WSP 18 September 2025
27. PT Gorontalo Sejahtera Mining, Pani Gold Project, Feasibility Study, Appendix
F1, Geotechnical Investigation, Golder, 21 August 2012
28. Geotechnical Engineering, Pani Gold Project, North Sulawesi, Indonesia , GRM
Ground Risk Management, 2 November 2018
29. Geotechnical Investigation Report, Pani Prospect Mining Plan, PT Gorontalo
Sejahtera Mining, Buntulia District, Pohuwato Regency, Gorontalo Province,
(translated from Bahasa Indonesia) , PT Mamberamo Mineral Services, 2022
30. GSM Pit Geotechnical Assessment, WSP, 19 December 2025
31. Pani Gold Project: Preliminary Slope Stability Assessment for Waste Dump 1 —
New Layout, WSP, 19 January 2026
32. Site Plan Waste Dump 1, Proposed Geotechnical Investigation, (drawings), WSP, 7
May 2025
33. Gold IPO Industry Consultant, Prepared for PT Merdeka Copper Gold Tbk, CRU
Consulting, 22 January 2026
34. Abzalov, M. Localised Uniform Conditioning (LUC): A New Approach for Direct
Modelling of Small Blocks. Journal of the International Association for
Mathematical Geology. 38(4), 393-411. 2006
35. Costa, E.D; Parulian, S; Ayyubi, S. A; et all, Pani — Update 3D Fault Model,
Merdeka Internal Report. 2023
36. Merdeka, Pani Mineral Resource Estimate Report; PT Merdeka Copper Gold
Technical Report. 2022
37. Merdeka, Q2 2023 Pani Mineral Resource Estimate Report; PT Merdeka Copper
Gold Technical Report. 2023
38. Merdeka, Q4 2023 Pani Mineral Resource Estimate Report; PT Merdeka Copper
Gold Technical Report. 2023
39. Merdeka, Q1 2024 Pani Resource Estimate Memo Report; PT Merdeka Copper
Gold Technical Report. 2023
40. Pooley, R. H. Gunung Pani Gold and Silver Project North Sulawesi, Indonesia,
Resources Estimate. Form 43-101 F1. Technical report. 2006
41. Rura, A; Costa, E. D; Sosang, A; Prayitno, J;, Pani Alteration Conceptual and
Simplification, Merdeka Internal Report. 2023
42. Setiawan, T.R., Pani_GMA_NOV22_vF. 2022
43. Setiawan, F., Pani Database Audit Report. Pt Merdeka Copper Gold Internal
Report. 30 p. 2023
44. Setiawan, T.R., Pani Alteration Metallurgy Domains, 5p. 2023
45. Siregar, J., Q2 assessment for Pani Project’s QAQC samples. Pt Merdeka Copper
Gold Internal Report. 20 p. 2023
46. Stephenson, P . R., Allman, A., Carville, D. P ., Stoker, P . T., Mokos, P ., Tyrrell, J.,
& Burrows, T., Mineral Resource Classification — It’s Time to Shoot the “Spotted
Dog’H 6th International Mining Geology Conference, 91-95. 2006
47. Tomsett, A., Memo — Estimation Domain — Geological Matrix Analysis. Cube
Consulting. 2020
48. Tomsett, A., Pani_GMA_20200804_Draft. Merdeka Internal Memo 0. 2020
APPENDIX III COMPETENT PERSON’S REPORT
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49. Tomsett, A., Merdeka_Pani_Memo_Resource_Estimate_PAN22A_v0. 2022
50. Vann, J., Jackson, S., & Bertoli, O., Quantitative Kriging Neighbourhood Analysis
for the Mining Geologist — A Description of the Method with Worked Case
Examples. Proceedings Fifth International Mine Geology Conference. 2003
51. Hartono, B., Knoetze, B., Heap Leach Road Map — Increase Production
Throughput to 10 MTPA Technical Report , Merdeka, 13 January 2026
52. WSP, Pani Fold Project — Heap Leach Facility — Prefeasibility Design Report,
WSP, 19 March 2024
53. WSP, Pani Tailings Storage Facility Hulawa (TSF Hulawa) Prefeasibility Design
Summary , WSP, 6 February 2026
54. WSP, Pani Gold Project Filtered Tailings Facility — Pre-Feasibility Study Report ,
WSP, January 2026
APPENDIX III COMPETENT PERSON’S REPORT
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Status FInal
Version V4.0
Print Date 4 March 2026
Author(s) J. T-Menson, C. Farrington, I. Ludjio, T. Jolly, D. Lucas, P . Gribbin, A.
Lukomskyj
Reviewed By Ievan Ludjio
Pathname https://miningoneaus.sharepoint.com/sites/66054PaniGoldDFS/Shared
Documents/66122_M Pani HK SE
IPO/99.Report/Uploads/66122M_J1651 Pani Project — Competent
Persons’ Report FINAL DRAFT.docx
File Name 66122M_J1651 Pani Project — Competent Persons’ Report FINAL
DRAFT.docx
Job No 66122_M
Distribution PDF emailed to client
DOCUMENT CHANGE CONTROL
Version Description of changes/amendments Author (s) Date
1 First Pass for Review . . . . . . . . . . . . . . . . . . . . JTM, CF, IL,
TJ, DL, PG
9-Feb
2 Second Draft for Review . . . . . . . . . . . . . . . . . JTM, CF, IL,
TJ, DL, PG
16-Feb
3 Final Draft . . . . . . . . . . . . . . . . . . . . . . . . . . . . JTM, CF, IL 4-Mar
4 Final . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IL 19-Mar
DOCUMENT REVIEW AND SIGN OFF
Version Reviewer Position Date
4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I. Ludjio Director 20-Mar
APPENDIX III COMPETENT PERSON’S REPORT
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APPENDIX 2A
Compliance with HKEX
Chapter 18 Mapping
HKEX Chapter 18 Elements
Report
Section
Reference
18.01 DEFINITIONS AND INTERPRETATIONS
CONDITIONS FOR LISTING OF NEW APPLICANT MINERAL COMPANIES
18.02 In addition to satisfying the requirements of Chapter 8, a Mineral Company which has
applied for listing must also satisfy the requirements of this Chapter
18.03 A Mineral Company must:—
1) establish that it has the right to participate actively in the exploration for and/or
extraction of Natural Resources, either:—
3.1
a) through control over a majority (by value) of the assets in which it has invested
together with adequate rights over the exploration for and/or extraction of
Natural Resources; or
Note: ‘control over a majority’ means an interest greater than 50%
b) through adequate rights (arising under arrangements acceptable to the Exchange),
which give it sufficient influence in decisions over the exploration for and/or
extraction of the Natural Resources;
2) establish that it has at least a portfolio of:—
a) Indicated Resources; or 7.11
b) Contingent Resources, identifiable under a Reporting Standard and substantiated
in a Competent Person’s Report. This portfolio must be meaningful and of
sufficient substance to justify a listing;
3) if it has commenced production, provide an estimate of cash operating costs including
the costs associated with:—
14.2
a) workforce employment;
b) consumables;
c) fuel, electricity, water and other services;
d) on and off-site administration;
e) environmental protection and monitoring;
f) transportation of workforce;
g) product marketing and transport;
h) non-income taxes, royalties and other governmental charges; and
i) contingency allowances;
Note: A Mineral Company must:
• set out the components of cash operating costs separately by category;
• explain the reason for any departure from the list of items to be included under cash
operating costs; and
• discuss any material cost items that should be highlighted to investors.
4) demonstrate to the Exchange’s satisfaction that it has available working capital for
125% of the group’s present requirements, that is for at least the next 12 months, which
must include: —
15.4
a) general, administrative and operating costs;
b) property holding costs; and
c) the cost of any proposed exploration and/or development; and
Note: Capital expenditures do not need to be included in working capital requirements.
Where they are financed out of borrowings, relevant interest and loan repayments
must be included.
5) ensure that its working capital statement in the listing document under Listing Rule
8.21A states it has sufficient available working capital for 125% of the group’s present
requirements, that is for at least 12 months from the date of its listing document.
18.04 If a Mineral Company is unable to satisfy either the profit test in rule 8.05(1), the market
capitalisation/revenue/cash flow test in rule 8.05(2), or the market capitalisation/revenue
test in rule 8.05(3), it may still apply to be listed if it can establish to the Exchange’s
satisfaction that its directors and senior managers, taken together, have sufficient
experience relevant to the exploration and/or extraction activity that the Mineral
Company is pursuing. Individuals relied on must have a minimum of five years relevant
industry experience. Details of the relevant experience must be disclosed in the listing
document of the new applicant.
Not
Applicable
Note: A Mineral Company relying on this rule must demonstrate that its primary activity is
the exploration for and/or extraction of Natural Resources.
CONTENTS OF LISTING DOCUMENTS FOR NEW APPLICANTS
18.05 In addition to the information set out in Appendix D1A, a Mineral Company must include
in its listing document:—
1) a Competent Person’s Report; Whole
Report
2) a statement that no material changes have occurred since the effective date of the
Competent Person’s Report. Where there are material changes, these must be
prominently disclosed;
2.4
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HKEX Chapter 18 Elements
Report
Section
Reference
3) the nature and extent of its prospecting, exploration, exploitation, land use and
mining rights and a description of the properties to which those rights attach,
including the duration and other principal terms and conditions of the concessions
and any necessary licences and consents. Details of material rights to be obtained
must also be disclosed;
3
1) a statement of any legal claims or proceedings that may have an influence on its rights
to explore or mine;
Not
Applicable
2) disclosure of specific risks and general risks. Companies should have regard to
Guidance Note 7 on suggested risk analysis; and
16
3) if relevant and material to the Mineral Company’s business operations, information
on the following:—
16
a) project risks arising from environmental, social, and health and safety issues;
b) any non-governmental organisation impact on sustainability of mineral and/or
exploration projects;
c) compliance with host country laws, regulations and permits, and payments made
to host country governments in respect of tax, royalties and other significant
payments on a country by country basis;
d) sufficient funding plans for remediation, rehabilitation and, closure and removal
of facilities in a sustainable manner;
e) environmental liabilities of its projects or properties; 13.4
f) its historical experience of dealing with host country laws and practices, including
management of differences between national and local practice;
g) its historical experience of dealing with concerns of local governments and
communities on the sites of its mines, exploration properties, and relevant
management arrangements; and
h) any claims that may exist over the land on which exploration or mining activity is
being carried out, including any ancestral or native claims.
Additional disclosure requirements that apply to certain new applicant Mineral Companies
18.06 If a Mineral Company has begun production, it must disclose an estimate of the operating
cash cost per appropriate unit for the minerals and/or Petroleum produced.
Not
Applicable
18.07 If a Mineral Company has not yet begun production, it must disclose its plans to proceed
to production with indicative dates and costs. These plans must be supported by at least a
Scoping Study, substantiated by the opinion of a Competent Person. If exploration rights
or rights to extract Resources and/or Reserves have not yet been obtained, relevant risks
to obtaining these rights must be prominently disclosed.
8 & 9.6
18.08 If a Mineral Company is involved in the exploration for or extraction of Resources, it
must prominently disclose to investors that its Resources may not ultimately be extracted
at a profit.
Not
Applicable
RELEV ANT NOTIFIEABLE TRANSACTIONS INVOLVING THE ACQHISITION OR
DISPOSAL OF MINERAL OR PETROLEUM ASSETS
18.09 A Mineral Company proposing to acquire or dispose of assets which are solely or mainly
Mineral or Petroleum Assets as part of a Relevant Notifiable Transaction must:—
Not
Applicable
1) comply with Chapter 14 and Chapter 14A, if relevant;
2) produce a Competent Person’s Report, which must form part of the relevant circular,
on the Resources and/or Reserves being acquired or disposed of as part of the
Relevant Notifiable Transaction;
Note: The Exchange may dispense with the requirement for a Competent Person’s Report on
disposals where shareholders have sufficient information on the assets being disposed
of.
3) in the case of a major (or above) acquisition, produce a Valuation Report, which must
form part of the relevant circular, on the Mineral or Petroleum Assets being acquired
as part of the Relevant Notifiable Transaction; and
4) comply with the requirements of rules 18.05(2) to 18.05(6) in respect of the assets
being acquired.
Note: Material liabilities that remain with the issuer on a disposal must also be discussed.
Requirements that apply to listed issuers
18.10 A listed issuer proposing to acquire assets which are solely or mainly Mineral or
Petroleum Assets as part of a Relevant Notifiable Transaction must comply with rule
18.09.
Not
Applicable
18.11 On completion of a Relevant Notifiable Transaction involving the acquisition of Mineral
or Petroleum Assets, unless the Exchange decides otherwise, a listed issuer will be treated
as a Mineral Company
Not
Applicable
Requirements that apply to Mineral Companies and listed issuers
18.12 The Exchange may dispense with the requirement to produce a new Competent Person’s
Report or a Valuation Report under rules 18.05(1), 18.09(2) or 18.09(3), if the issuer has
available a previously published Competent Person’s Report or Valuation Report (or
equivalent) which complies with rules 18.18 to 18.34 (where applicable), provided the
report is no more than six months old. The issuer must provide this document and a no
material change statement in the listing document or circular for the Relevant Notifiable
Transaction.
Not
Applicable
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HKEX Chapter 18 Elements
Report
Section
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18.13 An issuer must obtain the prior written consent of a Competent Person(s) or Competent
Evaluator for their material to be included in the form and context in which it appears in
a listing document or circular for the Relevant Notifiable Transaction, whether or not
such person or firm is retained by the listing applicant or the issuer.
Not
Applicable
CONTINUING OBLIGATIONS
Disclosure in reports
18.14 A Mineral Company must include in its interim (half-yearly) and annual reports details of
its exploration, development and mining production activities and a summary of
expenditure incurred on these activities during the period under review. If there has been
no exploration, development or production activity, that fact must be stated.
Not
Applicable
Publication of Resources and Reserves
18.15 A listed issuer that publicly discloses details of Resources and/or Reserves must give an
update of those Resources and/or Reserves once a year in its annual report, in accordance
with the reporting standard under which they were previously disclosed or a Reporting
Standard.
Not
Applicable
18.16 A Mineral Company must include an update of its Resources and/or Reserves in its annual
report in accordance with the Reporting Standard under which they were previously
disclosed.
Not
Applicable
18.17 Annual updates of Resources and/or Reserves must comply with rule 18.18. Not
Applicable
Note: Annual updates are not required to be supported by a Competent Person’s Report and
may take the form of a no material change statement.
STATEMENTS ON RESOURCES AND/OR RESERVES
Presentation of data
18.18 Any data presented on Resources and/or Reserves by a Mineral Company in a listing
document, Competent Person’s Report, Valuation Report or annual report, must be
presented in tables in a manner readily understandable to a non-technical person. All
assumptions must be clearly disclosed and statements should include an estimate of
volume, tonnage and grades.
7 & 8
Basis of evidence
18.19 All statements referring to Resources and/or Reserves:—
1) in any new applicant listing document or circular relating to a Relevant Notifiable
Transaction, must be substantiated in a Competent Person’s Report which must form
part of the document; and
Whole
Report
2) in all other cases, must at least be substantiated by the issuer’s internal experts. Not
Applicable
Petroleum Competent Persons’ Reports
18.20 A Competent Person’s Report for Mineral Companies involved in the exploration for
and/or extraction of Petroleum Resources and Reserves must include the information set
out in Appendix D3.
Not
Applicable
Competent Person
18.21 A Competent Person must:—
1) have a minimum of five years experience relevant to the style of mineralization and
type of deposit under consideration or to the type of Petroleum exploration, reserve
estimate (as appropriate), and to the activity which the Mineral Company is
undertaking;
2.7
2) be professionally qualified, and be a member in good standing of a relevant
Recognised Professional Organisation, in a jurisdiction where, in the Exchange’s
opinion, the statutory securities regulator has satisfactory arrangements (either by
way of the IOSCO Multilateral MOU or other bi-lateral agreement acceptable to the
Exchange) with the Commission for mutual assistance and exchange of information
for enforcing and securing compliance with the laws and regulations of that
jurisdiction and Hong Kong; and
2.7
3) take overall responsibility for the Competent Person’s Report. 18
18.22 A Competent Person must be independent of the issuer, its directors, senior management
and advisers. Specifically the Competent Person retained must:—
2.11
1) have no economic or beneficial interest (present or contingent) in any of the assets
being reported on;
2) not be remunerated with a fee dependent on the findings of the Competent Person’s
Report;
3) in the case of an individual, not be an officer, employee or proposed officer of the
issuer or any group, holding or associated company of the issuer; and
4) in the case of a firm, not be a group, holding or associated company of the issuer. Any
of the firm’s partners or officers must not be officers or proposed officers of any
group, holding or associated company of the issuer.
Additional requirements of Competent Evaluators
18.23 In addition to the requirements set out in rules 18.21(2) and 18.22, a Competent Evaluator
must:
Not
Applicable
1) have at least ten years relevant and recent general mining or Petroleum experience (as
appropriate);
2) have at least five years relevant and recent experience in the assessment and/or
valuation of Mineral or Petroleum Assets or securities (as appropriate); and
3) hold all necessary licences.
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HKEX Chapter 18 Elements
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Section
Reference
Note: A Competent Person’s Report or Valuation Report may be performed by the same
Competent Person provided he or she is also a Competent Evaluator.
Scope of Competent Persons’ Reports and Valuation Reports
18.24 A Competent Person’s Report or Valuation Report must comply with a Reporting
Standard as modified by this Chapter, and must: —
2.2
1) be addressed to the Mineral Company or listed issuer; 2.1
2) have an effective date (being the date when the contents of the Competent Person’s
Report or Valuation Report are valid) less than six months before the date of
publishing the listing document or circular relating to a Relevant Notifiable
Transaction required under the Listing Rules; and
2.4
3) set out what Reporting Standard has been used in preparing the Competent Person’s
Report or Valuation Report, and explain any departure from the relevant Reporting
Standard.
2.2
Disclaimers and Indemnities
18.25 A Competent Person’s Report or Valuation Report may contain disclaimers of sections or
topics outside their scope of expertise in which the Competent Person or Competent
Evaluator relied upon other experts’ opinions, but must not contain any disclaimers of the
report in its entirety.
2.3
18.26 The Competent Person or Competent Evaluator must prominently disclose in the
Competent Person’s Report or Valuation Report the nature and details of all indemnities
provided by the issuer. Indemnities for reliance placed on information provided by issuers
and third party experts (for information outside the Competent Person’s or Competent
Evaluator’s expertise) are generally acceptable. Indemnities for fraud and gross negligence
are generally unacceptable.
2.9
Obligations of sponsor
18.27 Any sponsor appointed to or by a new applicant Mineral Company under Chapter 3A
must ensure that any Competent Person or Competent Evaluator meets the requirements
of this Chapter.
Not
Applicable
REPORTING STANDARD
Mineral reporting standard
18.28 In addition to satisfying the requirements of Chapter 13 (as modified by this Chapter), a
Mineral Company exploring for and/or extracting mineral Resources and Reserves must
also satisfy rules 18.29 and 18.30.
Noted
18.29 A Mineral Company must disclose information on mineral Resources, Reserves and/or
exploration results either:—
1) under:
a) the JORC Code; 2.2
b) NI 43-101; or
c) the SAMREC Code,
as modified by this Chapter; or
2) under other codes acceptable to the Exchange as communicated to the market from
time to time, provided the Exchange is satisfied that they give a comparable standard
of disclosure and sufficient assessment of the underlying assets.
Not
Applicable
Note: The Exchange may allow presentation of Reserves under other reporting standards
provided reconciliation to a Reporting Standard is provided. A Reporting Standard
applied to specific assets must be used consistently.
18.30 A Mineral Company must ensure that:—
1) any estimates of mineral Reserves disclosed are supported, at a minimum, by a
Pre-feasibility Study;
9 - 16
2) estimates of mineral Reserves and mineral Resources are disclosed separately; 7.11; 8.5
3) Indicated Resources and Measured Resources are only included in economic analyses
if the basis on which they are considered to be economically extractable is explained
and they are appropriately discounted for the probabilities of their conversion to
mineral Reserves. All assumptions must be clearly disclosed. Valuations for Inferred
Resources are not permitted;
8
4) for commodity prices used in Pre-feasibility Studies, Feasibility Studies and
valuations of Indicated Resources, Measured Resources and Reserves:—
15.4.2
a) the methods to determine those commodity prices, all material assumptions and
the basis on which those prices represent reasonable views of future prices are
explained clearly; and
b) if a contract for future prices of mineral Reserves exists, the contract price is used;
and
5) for forecast valuations of Reserves and profit forecasts, sensitivity analyses to higher
and lower prices are supplied. All assumptions must be clearly disclosed.
15.4.5
Petroleum reporting standard Not
Applicable
18.31 In addition to satisfying the requirements of Chapter 13 (as modified by this Chapter), a
Mineral Company exploring for and/or extracting Petroleum Resources and Reserves
must also satisfy rules 18.32 and 18.33.
Not
Applicable
18.32 A Mineral Company must disclose information on Petroleum Resources and Reserves
either:—
Not
Applicable
1) under PRMS as modified by this Chapter; or
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HKEX Chapter 18 Elements
Report
Section
Reference
2) under other codes acceptable to the Exchange if it is satisfied that they give a
comparable standard of disclosure and sufficient assessment of the underlying assets.
Note: A Reporting Standard applied to specific assets must be used consistently.
18.33 A Mineral Company must ensure that:—
1) where estimates of Reserves are disclosed, the method and reason for choice of
estimation are disclosed (i.e. deterministic or probabilistic methods, as defined in
PRMS). Where the probabilistic method is used, the underlying confidence levels
applied must be stated;
8; 9
2) if the NPVs attributable to Proved Reserves and Proved plus Probable Reserves are
disclosed, they are presented on a post-tax basis at varying discount rates (including a
reflection of the weighted average cost of capital or minimum acceptable rate of
return that applies to the entity at the time of evaluation) or a fixed discount rate of
10%;
15.4
3) Proved Reserves and Proved plus Probable Reserves are analysed separately and
principal assumptions (including prices, costs, exchange rates and effective date) and
the basis of the methodology are clearly stated;
9
4) if the NPVs attributable to Reserves are disclosed, they are presented using a forecast
price as a base case or using a constant price as a base case. The bases for the forecast
case must be disclosed. The constant price is defined as the unweighted arithmetic
average of the closing price on the first day of each month within the 12 months before
the end of the reporting period, unless prices are defined by contractual
arrangements. The basis on which the forecast price is considered reasonable must be
disclosed and Mineral Companies must comply with rule 18.30(5)
15.1 -15.4
Note: In the forecast case under PRMS, the economic evaluation underlying the investment
decision is based on the entity’s reasonable forecast of future conditions, including
costs and prices, which will exist during the life of the project.
5) if estimated volumes of Contingent Resources or Prospective Resources are disclosed,
relevant risk factors are clearly stated;
Not
Applicable
Note: Under PRMS, wherever the volume of a Contingent Resource is stated, risk is
expressed as the chance that the accumulation will be commercially developed and
graduate to the reserves class. Wherever the volume of a Prospective Resource is
stated, risk is expressed as the chance that a potential accumulation will result in a
significant discovery of Petroleum.
5) economic values are not attached to Possible Reserves, Contingent Resources or
Prospective Resources; and
Not
Applicable
6) where an estimate of future net revenue is disclosed, whether calculated without
discount or using a discount rate, it is prominently disclosed that the estimated values
disclosed do not represent fair market value.
Not
Applicable
Mineral or Petroleum Asset Valuation Reports Not
Applicable
18.34 A Mineral Company must ensure that:—
i) A Mineral Company must ensure that:—
ii) the Competent Evaluator states clearly the basis of valuation, relevant assumptions
and the reason why a particular method of valuation is considered most appropriate,
having regard to the nature of the valuation and the development status of the
Mineral or Petroleum Asset;
iii) if more than one valuation method is used and different valuations result, the
Competent Evaluator comments on how the valuations compare and on the reason for
selecting the value adopted; and
iv) in preparing any valuation a Competent Evaluator meets the requirements set out in
rule 18.23.
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APPENDIX 02B
Guide for New Listing Applicants (Nov 2023)
Mapping of Chapter 2.6, 4 – Competent Persons’ Report
Guide for New Listings Applicants – Competent Persons’ Report
Report
Section
Reference
i). The cut-off grade (which should be an industry standard commonly used), minimum
mining width, economic parameters (e.g. waste to ore ratio, stope productivity), specific
gravity derivation, prevailing commodity price assumptions;
8.3, 9.1, 9.5,
15.4
ii). If the Competent Person has a different view on certain assumptions (e.g. processing
recovery rate) made by the applicant, both views should be disclosed in the listing
document, with differences highlighted and underlying reasons for the different views, and
the impact on the applicant if the more conservative view is adopted;
Not
Applicable
iii). Detailed analysis for harmful elements identified at mines (e.g.mercury or arsenic at lead
and zinc mines) to give a better picture of whether there are material concentrations of
these elements within particular lodes, and the impact on the saleability of the minerals;
10
iv). Clear and meaningful drawings and diagrams, shown to scale, of the location of the
applicant’s principal Mineral or Petroleum Assets;
4.1
v). The procedures, amount of testing, assessment and time required to ascertain the amount
of Reserves, and the existing Reserves of the mine over its entire mine life, expected
average Resource and Reserve grades of ore that can be extracted in future years
(preferably covering the whole economic life of the mine), depletion charges and hedging
activities;
8, 9
vi). Whether the historical or expected improved recovery rate is used for estimating the net
present value (“ NPV ”), and the basis on which the discount rates are considered
appropriate;
15.4
vii). If the Competent Person did not conduct a site visit, the applicant should disclose in the
“Business” section of the listing document the basis on which the Reserves/Resources,
cost forecasts and other data relating to the mines/oilfields as disclosed in the CPR are
arrived at, how the lack of a site visit would affect the reliability of the information, and
an appropriate risk factor 3; and
Not
Applicable
viii). All material risks mentioned in the CPR should be disclosed in the “Risk Factors” section
of the listing document.
16
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APPENDIX 06A
2012 JORC – Pani Mineral Resource and Ore Reserve
Table 1
Section 1: Sampling Techniques and Data
Criteria JORC Code Explanation Commentary
• Nature and quality of sampling
(e.g. cut channels, random chips, or
s p e c i f i c s p e c i a l i s e d i n d u s t ry
s t a n d a rd m e a s u re m e n t t o o l s
appropriate to the minerals under
investigation, such as down hole
gamma sondes, or handheld XRF
instruments, etc). These examples
should not be taken as limiting the
broad meaning of sampling.
A total of 1,776 valid drillholes extracted from database,
and total of 1,551 diamond drill holes for 252,091m and
159,775 assays records from various drilling campaigns
were used in the Pani Mineral Resource Estimate (MRE).
The more recent historical drilling is reported within
either PT. Puncak Emas Tani Sejahtera (PETS) or
Gorontalo Sejahtera Mining (GSM) tenements.
The historical drilling conducted by Utah International (7
holes), BHP - Utah JV (22 holes), Newcrest Nusa Sulawesi
(28 holes) and KUD (Dharma Tani Marisa) - Paramount
Joint Venture (JV; 16 holes) have been excluded from the
MRE because these holes do not intersect any
mineralisation or they did not pass internal validation
checks.
Historical PETS before 2019
Channel Sampling
Historical channel sampling of surface exposures was
conducted together with geological mapping programs
throughout the history of the project, and consisted of:
• Collection of 2,514 channel samples.
• Samples were collected from 10cm wide by 10cm deep
channels at 1m or 2m length depending upon the
lithology.
• The sampled material was mixed, coned and
quartered, with samples consisting of two-quarter
samples from opposite sides of the cone.
• Channel samples did not form part of the dataset on
which the current MRE is based.
Diamond Drilling
Diamond drilling on a nominal 50m by 50m grid was used
to obtain sub-surface samples. Infill drilling of the 50m x
50m pattern with offset centres has resulted in a 35m x 35m
coverage in the more densely drilled regions. Drilling
within the PETS area consisted of:
• 137 drill holes (HQ) for 26,017.5m and sampled on 1m
intervals guided by the lithology, alteration, oxidation
and structural logging.
• Samples were cut in half along the core axis and the
right-hand side sampled.
The 137 drill holes were resampled in 2022 to improve the
sampling and assaying methodologies. At the time of the
MRE, 100% of the Au assays from the 2022 resampling
program were received and 50% of the multielement data
was received.
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Criteria JORC Code Explanation Commentary
Historical GSM before 2019
A total of 668 diamond holes for 104,842.50m were used in
the MRE from the GSM project area drilled by J
Resources since 2011. The diamond drill hole spacing
ranged from 25m by 25m to 15m by 25m in the more
densely drilled areas. Sampling included:
• Core sampling on intervals averaging 1m guided by
lithology, alteration, oxidation and structural logging.
• The core was cut along orientation lines and one side
of the core was consistently sampled.
• The core sizes ranged from PQ, HQ to NQ.
• No adjustments or calibrations were made to any assay
data used in reporting.
GSM and PETS under Merdeka after 2019
The reported samples were obtained through diamond
drilling methods collected from campaigns completed
since December 2019 until August 2024. The sampling
includes:
• Total of 781 diamond drill holes for 126,611m.
• Core was sampled on 2 m intervals and was drilled
using PQ3 and HQ3 core sizes.
• The core was sampled as half-core cut parallel to the
orientation line, and the right-hand side of the core
was consistently sampled.
• No adjustments or calibrations were made to any assay
data used in reporting
• Include reference to measures taken
to ensure sample representativity
and the appropriate calibration of
any measurement tools or systems
used
Historical PETS before 2019
• The historical drilling (HQ) was conducted using
triple-tube diamond core drilling to improve core
quality.
• The diamond drill core was sawn in half with one side
of the core being consistently sampled.
Historical GSM before 2019
• The historical drilling was conducted using triple-tube
diamond core drilling to improve core quality. The
larger core size (PQ) was drilled to improve the core
quality near the surface.
• The diamond drill core was sawn in half with a
consistent side of the core being routinely sampled.
GSM and PETS under Merdeka after 2019
• PQ core was drilled from the collar to a nominal depth
to improve the quality of the core and provide enough
samples for metallurgical test work.
• The diamond drill core was sawn in half with the
right-hand side downhole being routinely sampled.
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Criteria JORC Code Explanation Commentary
• Aspects of the determination of
mineralisation that are Material to
the Public Report. In cases where
‘industry standard’ work has been
done this would be relatively simple
(e.g. ‘reverse circulation drilling
was used to obtain 1 metre samples
from which 3 kilograms was
pulverised to produce a 30 grams
charge for fire assay’). In other
cases more explanation may be
required, such as where there is
coarse gold that has inherent
s a m p l i n g p ro bl e m s. U n u s u a l
commodities or mineralisation types
(e.g. submarine nodules) may
warrant disclosure of detailed
information.
Historical PETS before 2019
The diamond drill core was sampled on approximately 1m
intervals guided by geological logging. The sample
preparation and assaying were conducted at PT SGS Indo
Assay Laboratories, Manado. The sample preparation
involved:
• Crushing the half core (~3kg) to 75% - 25mm.
• Riffle splitting and crushing 1kg to 75% passing at
2mm.
• Pulverising of the 1kg to 85% - 75 μm.
• A 200g sample split was taken and the pulp residue was
stored.
Samples were assayed for:
• Au: 50g fire assay.
• Multielement: 3 or 4 acid digest with ICP OES finish.
• No adjustments or calibrations were made to any assay
data used in reporting.
The 137 drill holes from the PETS IUP were resampled in
2022 to ensure sample preparation and assaying were
representative of the mineralisation. At the time of the
MRE, 50% of the PETS multielement assays were based
on the 2022 resampling program and all the 50g FA results
were received for Au.
Historical GSM before 2019
Core sample intervals average 1m in the mineralised zones
and the sample length was guided by lithology, alteration,
oxidation and structural logging. The unmineralised
intervals were sampled at 2m. Sample preparation was
conducted at Intertek Manado Sample preparation facility
or by SGS managed site preparation facility (post 2016).
The Intertek Manado sample preparation procedure has
not been confirmed. The SGS preparation included:
• Half core samples (3 to 7kg) were weighed and dried at
105ºC for 8 hours.
• The dried sample was crushed using a jaw crusher
followed by a Boyd / Roller crusher to 90% passing at
3mm.
• A nominal 1kg was split and pulverised using an
LM2® pulveriser to 90% passing at -75 μm.
• A 250g sample split (pulp) was sent to the laboratory
for analysis and the pulp residue was stored.
Samples were assayed for:
• Au: 50g fire assay.
• Multielement: XRF, 2 or 3 acid digest with ICP OES
finish.
• No adjustments or calibrations were made to any assay
data used in reporting.
• No multielement data was used to estimate the
economically significant variables (i.e. Au).
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Criteria JORC Code Explanation Commentary
GSM and PETS under Merdeka after 2019
The core was sampled at 2m intervals. The samples were
prepared by PT Intertek at either their Manado or Marisa
preparation laboratories or at the BSI sample preparation
facility at Tujuh Bukit (PDH131 to PDH147). The sample
preparation included:
• Core samples were weighed, dried at 105
oC for 12 to 24
hours and weighed.
• Pre-crushed to 6mm using Terminator Jaw crusher and
then crushed to 2mm at a 95% passing using a Boyd
Crusher with a rotary splitter.
• A 1.5kg split of the crushed material was pulverised to
P95% at 75 μm size.
• A barren wash is pre -crushed, crushed and pulverised
after each sample.
• A representative 250g split of pulverised material is
transported directly from the preparation facilities to
Geoservices Jakarta for analysis.
• Short Wave InfraRed (SWIR) data is collected using a
TerraSpec device on some of the core and assay pulps.
The TerraSpec is calibrated before each session. No
SWIR data is used in the estimation of the economic
variables.
• Handheld XRF measurements on pressed pellet pulps
commenced on the 30th of September 2022. A total of
11,318 samples were measured using an XRF X-550 on
selected samples from representative sections. The
XRF was calibrated every day before measurements.
• LIBS measurements on pressed pellet samples started
on the 21st of September 2022. A total of 8,595
samples were measured as at 05/12/2023 using a LIBS
Z-300 on selected samples from representative
sections. The LIBS was calibrated every day before
measurements.
Drilling
Techniques
• Drill type (e.g. core, reverse
c i rc u l a t i o n , o p e n - h o l e h a m m e r,
rotary air blast, auger, Bangka,
sonic, etc) and details (e.g. core
diameter, triple or standard tube,
depth of diamond tails,
face-sampling bit or other type,
whether core is oriented and if so, by
what method, etc).
Historical PETS before 2019
• A total of 137 diamond drill holes for 26,017.5m of
drilling is being reported currently. Drilling is based
primarily on HQ3 size.
• Historical reports indicated the drilling was conducted
using triple tube diamond drilling methods.
• Drillhole depth varied from 57.8m to 410.8m.
Historical GSM before 2019
• A total of 668 diamond drill holes totalling
104,842.50m were used in the MRE. The core sizes
ranged from PQ, HQ and NQ using triple tube drilling
methods.
• Core was oriented wherever possible using
Orishot/Proshot and marked at the drill site to provide
a consistent orientation.
• Drillhole depth varied from 14.75m to 415m.
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Criteria JORC Code Explanation Commentary
GSM and PETS under Merdeka after 2019
• A total of 781 diamond drill holes for 126,611m was
used in the estimate and the drilling was based on
triple tube PQ3 and HQ3 size.
• Where possible, all core was orientated every run using
a Suntech orientation tool. Downhole surveys were
conducted with a REFLEX EZ TRAC every 25m to
50m downhole.
• The calibration of all downhole tools was reviewed
and calibrated bi-weekly. Downhole survey tools were
supplied by IMDEX.
Drill
Sample
Recovery
• Method of recording and assessing
core and chip sample recoveries and
results assessed.
Historical PETS before 2019
• Core recovery and drill metreage was recorded at the
drill site before the core was transported to the core
shed.
• The recovery was equivalent to the length of the core
recovered and storage as a percentage of the drill run.
• No grade was assigned to intervals of core loss and
core loss was treated as a null value.
Historical GSM before 2019
• Core recoveries were monitored, recorded and stored
within the sampling database. The core recovery was
monitored at the rig by a geotechnician. The recovery
was measured in the core tube by the driller and a
marker was inserted into the core tray to mark any core
loss. All core was laid out at the rig in ½ PVC pipe for
inspection.
• Depths were measured and checked against marked
depths on the core blocks. Sample recovery was stored
in the RQD logging table.
• No grade was assigned to intervals of core loss and
core loss was treated as a null value.
GSM and PETS under Merdeka after 2019
• Measurements of core loss and recovery were made at
the drill rig by geotechnical logging technicians and
stored in a Geobank Database. Core was marked up
relative to core blocks, making allowance for any
sections of lost core.
• All core loss was clearly identified in the core trays by
inserting a length of yellow plastic matching the area
of core loss and marked as “core loss”.
• No grade was assigned to intervals of core loss and
core loss was treated as a null value.
• Measures taken to maximise sample
recovery and ensure representative
nature of the samples.
Historical PETS before 2019
• Historical drilling was conducted using triple tube
diamond drilling methods to maximise sample
recovery.
• Geotechnicians at the drill sites would instruct drill
teams to reduce sample lengths if the measured core
loss was deemed a concern.
Historical GSM before 2019
• Historical drilling was conducted using triple tube
diamond drilling methods to maximise sample
recovery.
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Criteria JORC Code Explanation Commentary
GSM and PETS under Merdeka after 2019
• Core recovery is maximised by using triple drilling
methods, drilling PQ core from the collar location and
reducing the drill runs to 1.5m.
• Core recovery is recorded for every run with an average
recovery used for the intervals.
• Whether a relationship exists
between sample recovery and grade
and whether sample bias may have
occurred due to preferential
loss/gain of fine/coarse material.
Historical PETS before 2019
• Overall recoveries were greater than ~95% and it was
assumed no bias was expected to be associated with
core loss.
Historical GSM before 2019
• The average recovery for the project area was greater
than ~97% and it is assumed no bias was expected to be
associated with core loss.
GSM and PETS under Merdeka after 2019
• The average recovery for the project area was greater
than ~98%. No specific study had been conducted to
determine if there was a relationship between core loss
and grade. A scatter plot analysis suggested there is no
observable trend. Globally, the core recoveries were
generally high and it was assumed core loss was not
material.
Logging • Whether core and chip samples have
been geologically and
geotechnically logged to a level of
detail to support appropriate
M i n e ra l Re s o u rc e e s t i m a t i o n ,
mining studies and metallurgical
studies.
Historical PETS before 2019
• The drill core had been geologically and geotechnically
logged to support the MRE and mining studies.
Historical GSM before 2019
• Standard operating procedures using J Resources
logging codes were used for the logging of diamond
core samples.
• All diamond core holes had been geologically logged
for lithology, oxidation type, alteration type, density of
veins and fractures, mineral type, mineral occurrence
and intensity.
• Geotechnical data comprising core size, core recovery,
Rock Quality Designation (RQD), core orientation
and number of fractures were routinely recorded.
• The geological logging is suitable for MRE, mining
and metallurgical studies.
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Criteria JORC Code Explanation Commentary
GSM and PETS under Merdeka after 2019
• All drill core is geologically, geotechnically and
structurally logged. Logging fields include (but are not
limited to) lithology, alteration, mineralisation,
structure, RQD and defect angles.
• Standard nomenclature is used for logging and codes
or abbreviations are input directly into computerised
logging sheets.
• A rock board has been established at the core
processing facility to promote consistent and correct
logging.
• The company uses Geobank Mobile by Micromine as
the front-end data entry platform to the SQL backend.
• Starting in December 2022, Equotip readings were
collected at 10cm intervals which were averaged and
reported at 1m intervals.
• Logging is of a suitable standard to allow for MRE,
mining and metallurgical studies.
• Whether logging is qualitative or
quantitative in nature. Core (or
costean, channel, etc) photography.
Historical PETS before 2019
• Lithology and alteration logging is qualitative in
nature. Quartz veins, fracture intensity, oxidation and
percentage sulphides logging are quantitative in
nature.
• The orientation of fabrics and structural features have
been recorded and are quantitative.
• All core is photographed.
Historical GSM before 2019
• The majority of geological and geotechnical logging is
qualitative except for measured fields for structure,
RQD and fracture frequency.
• All core was photographed.
GSM and PETS under Merdeka after 2019
• The majority of geological and geotechnical logging is
qualitative in nature except for measured fields for
structure ( α and β ), RQD and fracture frequency
which is quantitative.
• All core is photographed.
• The total length and percentage of
the relevant intersections logged.
Historical PETS before 2019
• All drill core has been geologically logged.
Historical GSM before 2019
• All drill core has been geologically logged.
GSM and PETS under Merdeka after 2019
• All drill core has been geologically logged.
• Logging is of a suitable standard to allow for detailed
geological and resource modelling.
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Criteria JORC Code Explanation Commentary
Sub-sampling
techniques
and sample
preparation
• If core, whether cut or sawn and
whether quarter, half or all core
taken.
Historical PETS before 2019
• The diamond drill core (HQ diameter) is halved using
a core saw.
• Duplicate samples were taken, approximately 1 in 30
samples. In this case, the core was cut into three pieces
to allow duplicate sampling and the retention of
archival material. The portion retained was small, so
the primary sample and the duplicate were close to half
core.
Historical GSM before 2019
• Standard operating procedures were used for diamond
core sub-sampling. Mineralised zones were sampled to
1m and unmineralised zones were sampled to 2m. The
actual length honours lithological, alteration and
mineralisation boundaries.
• Core was cut along the orientation line and half core
samples were submitted for analysis unless a field
duplicate was required, in which case quarter-core
samples were submitted.
GSM and PETS under Merdeka after 2019
• Core was longitudinally cut with a saw and half core
samples were collected at two (2) intervals. When
facing downhole, the right hand side of the core was
routinely sampled under geological supervision.
• If non-core, whether riffled, tube
sampled, rotary split, etc and
whether sampled wet or dry.
• N/A
• For all sample types, the nature,
quality and appropriateness of the
sample preparation technique.
Historical PETS before 2019
The sample preparation and assaying were conducted at
PT SGS Indo Assay Laboratories. The sample preparation
involved:
• Crushing the half core (~3kg) to 75% - 25mm
• Riffle splitting and crushing 1 kg to 75% passing at
2mm.
• Pulverising of the 1kg to 85% - 75 μm.
• A 200g sample split is taken, and the pulp residue is
stored.
The 137 drill holes were resampled in 2022 to evaluate the
sampling preparation and assaying methodologies. Refer
to PETS & GSM 2022 section for further details. At the
time of the MRE all of the PETS assays were based on the
2022 resampling program.
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Criteria JORC Code Explanation Commentary
Historical GSM before 2019
Sample preparation was conducted at Intertek Manado
Sample preparation facility or by SGS managed site
preparation facility (post 2016). The Intertek Manado
sample preparation procedure had not been confirmed and
it was assumed to meet industry standards. The SGS
preparation included:
• Half core samples (3 - 7 kg) weighed and dried at 105ºC
for 8 hours.
• The dried sample was crushed using a jaw crusher
followed by a Boyd / Roller crusher to 90% passing at
3mm.
• A nominal 1kg was split was pulverised using an
LM2® pulveriser to 90% passing at -75 μm.
• A 250g sample split (pulp) is sent to the laboratory for
analysis and the pulp resided is stored.
The preparation of the samples was deemed appropriate
for MRE and economic evaluation of the project.
GSM and PETS under Merdeka after 2019
The samples were prepared by PT Intertek at either their
Manado or Marisa preparation laboratories. The sample
preparation included:
• Core samples are weighed, dried at 105
oc for 12 to 24
hours and weighed.
• Pre -crushed to 6mm using Terminator Jaw crusher and
then crushed to 2mm at a 95% passing using a Boyd
Crusher with a rotary splitter.
• A 1.5kg split of the crushed material is pulverised to
P95% at 75 μm size.
• A barren washed is pre -crushed, crushed and
pulverised after each sample.
• A representative 250g sub-sample of pulverised
material was transported directly from the preparation
facilities to Geoservices Jakarta for analysis.
• Quality control procedures adopted
for all sub-sampling stages to
m a x i m i s e re p re s e n t a t iv i t y o f
samples.
Historical PETS before 2019
The QAQC procedures implemented included:
• Inserting certified reference materials (CRM) at a rate
ranging from 2% to 4%.
• Field or core duplicates were performed at a rate of
approximately 2%.
• Insertion of blank material occurred at a rate ranging
from 1% to 2%.
• Pulp duplicates were submitted to a secondary
laboratory for analysis at a rate of approximately
2.5%.
• Historical documentation indicated size analysis was
conducted at a rate of 5% for the primary crushing and
pulverising stages, however no results were
documented.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 670 ---
Criteria JORC Code Explanation Commentary
Historical GSM before 2019
The QAQC procedures implemented included CRM,
blanks and duplicates:
• CRM’s were inserted at a rate of 5%.
• Blanks were inserted at a rate of 2.5%.
• Duplicate checks of the pulverised material (5%) and
coarse residue (2.5%) were submitted to a second or
umpire laboratory.
• Quarter core duplicates were conducted at a rate of
2.5%.
• The grind size analysis of the pulverised material was
conducted at a rate of 5%.
GSM and PETS under Merdeka after 2019
QAQC protocols included the insertion of CRM
(commercial and matrix-matched), duplicates and blanks.
Matrix matched CRM’s were created by OREAS and were
used since November 2022.
The samples were submitted to the laboratory for analysis
in batches of 45 samples containing:
• 2 x CRM or an insertion rate of 5%
• 2 x coarse (2mm) duplicates or an insertion rate of 5%
• 1 x coarse blank or an insertion rate of 2.5%
• External checks and blind resubmissions of pulp
duplicates to an umpire laboratory were conducted at
a rate of 5%.
Analysis of QAQC results suggested sample assays were
with acceptable tolerances.
• Measures taken to ensure that the
sampling is representative of the in
situ material collected, including for
instance results for field
duplicate/second-half sampling.
Historical PETS before 2019
• Field or core duplicates at a rate of approximately 2%.
• Pulp duplicates were submitted to a secondary
laboratory for analysis at a rate of approximately
2.5%.
Historical GSM before 2019
• Duplicate sampling and assaying was conducted at a
rate of 5% for pulverised material and 2.5% for coarse
(2mm) duplicates.
GSM and PETS under Merdeka after 2019
• Duplicate sampling and assaying was conducted at a
rate of 5% using coarse (2mm) duplicates.
• Duplicate pulverised material was inserted at rate of
5% and submitted to a secondary / umpire laboratory.
• Whether sample sizes are
appropriate to the grain size of the
material being sampled.
Disseminated gold mineralisation ranged from very fine to
coarse grain size. Sample size (1m to 2m half core) and
partial sample preparation protocols were considered
appropriate for this style of mineralisation.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 671 ---
Criteria JORC Code Explanation Commentary
Quality of
assay data
and
laboratory
tests
• The nature, quality and
appropriateness of the assaying and
laboratory procedures used and
whether the technique is considered
partial or total.
Historical PETS before 2019
Au analysis carried out by PT SGS Indo Assay
Laboratories:
• Au by 50g fire assay with AAS finish.
• Ag, Cu, Pb, Zn, As, S by 4 acid digests with ICP-OES
finish; selected intervals.
• S by combustion furnace; selected intervals.
Quality control procedures included the use of standards,
blanks and duplicates as well as the use of an external
umpire laboratory.
The drill holes from the PETS IUP were resampled in 2022
to ensure that the sample preparation and assaying were
appropriate for the style of mineralisation. At the time of
the MRE the PETS assays were based on the 2022
resampling program.
Historical GSM before 2019
Au analysis carried out by PT Intertek and PT SGS Indo
Assay Laboratories.
• Au by 50g fire assay with AAS finish.
• Ag, Cu, Pb, Zn, As, S by 4 acid digest with ICP-OES
finish; selected intervals.
• S by combustion furnace; selected intervals.
Quality control procedures included the use of standards,
blanks and duplicates as well as the use of an external
umpire laboratory.
GSM and PETS under Merdeka after 2019
The preparation and assay laboratories are internationally
certified (ISO 17025) laboratories and hold an Indonesian
Accreditation Certificate (KAN).
The methodology employed for the main elements of
interest are summarised below.
• Gold was analysed by 50g fire assay with
determination by AAS.
• Silver, post 20th of March 2023, is determined using
two-acid digestion (not aqua regia) followed by an
AAS finish to lower the lower detection limit to 0.1g/t.
• A multielement suite was analysed using four-acid
digestion with an ICP-OES finish.
• All work had been completed at Geoservices Jakarta.
• The bulk nature of the sample size (2m) and partial
preparation procedures (total crush to P95 -2mm,
1.5kg split pulverised to P95 - 75 μm size) was considered
appropriate for this style of mineralisation. Four acid
total dissolution was used for assaying.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 672 ---
Criteria JORC Code Explanation Commentary
• Fo r ge o p hy s i c a l t o o l s,
s p e c t ro m e t e rs, h a n d h e l d X R F
instruments, etc, the parameters
used in determining the analysis
including instrument make and
model, reading times, calibrations
factors applied and their derivation,
etc.
Historical PETS before 2019
• Nil
Historical GSM before 2019
• Spectral tools were used historically and these results
were not used in the current MRE process.
GSM and PETS under Merdeka after 2019
• SWIR data was collected on some of the core and
assay pulps. The TerraSpec device was routinely
calibrated before starting to analyse the samples.
• Handheld XRF measurements on press pulp pellets
commenced on the 30th of September 2022. A total of
11,318 samples were measured as of the 24 August
2024 using a XRF X-550 on selected samples from
representative sections. The XRF was calibrated every
day before measurements.
• LIBS measurements on press pulp pellet samples were
started on the 21st of September 2022. Total of 8,595
samples were measured as of the 24 August 2024 using
a LIBS Z-300 on selected samples from representative
sections. The LIBS was calibrated every day before
measurements.
• These tools were not used in the current MRE process.
• Nature of quality control
procedures adopted (e.g. standards,
bl a n k s, d u p l i c a t e s, ex t e r n a l
laboratory checks) and whether
acceptable levels of accuracy (i.e.
lack of bias) and precision have
been established.
Historical PETS before 2019
• Quality control procedures included the use of
standards, blanks and duplicates as well as the use of
an external umpire laboratory. The QAQC indicated
these were inserted at a rate of 5%.
• QAQC analyses indicated the assay results to be within
acceptable tolerances and this is reflected in the
classification of the resource.
Historical GSM before 2019
• QAQC protocols included the insertion of CRMs at a
rate of 5%, blanks were inserted at a rate of 2.5%,
duplicate checks of the pulverised material (5%) and
coarse residue (2.5%) were submitted to a second or
umpire laboratory. Quarter core duplicates were
conducted at a rate of 2.5% and grind size analysis of
the pulverised material was conducted at a rate of 5%.
• QAQC analyses indicate the assay results to be within
acceptable tolerances and this is reflected in the
classification of the resource.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 673 ---
Criteria JORC Code Explanation Commentary
GSM and PETS under Merdeka after 2019
• QAQC protocols included the insertion of OREAS
(2019 - current) and OREAS Mine Match (November
2022) standards, duplicates and blanks. Samples were
submitted to the laboratory for analysis in batches of
45 samples comprising: 40 x 2m composite core
samples, 2 x standards (6%), 2 x coarse duplicates
(6%), and 1 x coarse blank (3%). Analyses of
laboratory replicate assays and duplicate assays
showed a high degree of correlation.
• QAQC analyses indicated the assay results to be within
acceptable tolerances and this was reflected in the
classification of the resource.
• The relatively lower reliability of silver CRM results is
attributed to the low-grade CRM utilised in the Pani
Project, which may lead to a potential risk of
inhomogeneity in the CRM. A low silver grade CRM
was required, as it aligns with the global silver grade of
the resource and is considered fit for purpose. These
biases are interpreted to be associated with the low
grade levels and inherent material inhomogeneity near
the analytical detection limit. In contrast, high grade
silver CRMs demonstrate good analytical
perfor mance. The Competent Person does not
consider this to be a material issue, particularly given
that the vast majority of the contained resource metal
value is attributed to gold.
Verification
of
sampling
and
assaying
• The verification of significant
intersections by either independent
or alternative company personnel.
Significant intersections had been verified by senior
Merdeka personnel and a selection verified by the
Competent Person for Mineral Resources during the site
visit.
• The use of twinned holes. A campaign of twin holes had been carried out in 2013 in
the PETS area for metallurgical sampling (leaching tests).
These holes were not used for the estimate.
• Documentation of primary data,
data entry procedures, data
verification, data storage (physical
and electronic) protocols.
Historical PETS before 2019
• Primary data was collected using a set of standard
Excel templates on laptop computers. The information
was sent to Jakarta Office, collated, compiled and
stored in the central workstation and company server.
Historical GSM before 2019
• The data entry of primary data had been checked and
loaded into a sampling spreadsheet.
• Expedio Pty Ltd independently audited the data
management and database practices.
GSM and PETS under Merdeka after 2019
• Primary assay data was received from the laboratory in
soft-copy digital for mat and hard-copy final
certificates. Digital data was stored on a secure SQL
server on-site with a backup copy off-site. Hard-copy
certificates were stored in the Jakarta office and
scanned hard copy certificates stored on a server.
• Discuss any adjustment to assay
data.
• There were no adjustment to assay data used in the
estimate.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 674 ---
Criteria JORC Code Explanation Commentary
Location
of data
points
• Accuracy and quality of surveys
used to locate drill holes (collar and
down-hole surveys), trenches, mine
workings and other locations used in
Mineral Resource estimation.
Historical PETS before 2019
• Hole collar locations were surveyed by P .T. Global
Survey of Indonesia using Total Station (Sokkia) with
expected accuracy of ± 10mm.
• Downhole surveys were regularly conducted at 25m,
75m and 125m depths and continued at 50m intervals
for deeper holes with a Gen4 Proshot (Boart
Longyear).
Historical GSM before 2019
• Site preparation was undertaken if required and
location and azimuth re-planned and/or re-surveyed.
The planned dip was set using clinometers. When the
drill rig was in position, the location and azimuth were
rechecked using a GPS and/or Total Station before the
commencement of drilling.
• At the completion of the holes, the collars were
surveyed using a Total Station instrument and entered
into the drill database. It was assumed the expected
accuracy was ± 10mm.
• Downhole surveys were regularly conducted using
Reflex EX-Shot or a Gen4 Proshot Hire Kit.
GSM and PETS under Merdeka after 2019
• Drill hole collars were surveyed using a Total Station
(IM101 from SOKKIA) and the expected accuracy was
± 2 mm.
• Downhole surveys were conducted with a REFLEX
EZ TRAC every 25m to 50m downhole. The downhole
survey tool was calibrated bi-weekly.
• At the end of the drilling program in 2024, the
downhole survey was captured using a Champ
Magshot. All initial downhole surveys were recorded
at 25m with every subsequent survey at 50m intervals.
• Specification of the grid system
used.
• The Grid System used was WGS84 UTM 51 North.
• Quality and adequacy of
topographic control.
• The topographic surface is surveyed by LIDAR and
supplemented by Total Station and DGPS surveys. The
LIDAR survey was completed in December 2022, and
the expected vertical accuracy is ±0.1 m, and the
expected horizontal accuracy is ±0.15 m.
• An updated topography survey was conducted at the
end of August 2024 and most recently on 31 December
2025, the latter of which was used for Mineral
Resource reporting.
Data
spacing
and
distribution
• Data spacing for reporting of
Exploration Results.
Historical PETS before 2019
• The PETS area is drilled to approximately 80m x 80m
and approximately 35m x 35m centre within the more
densely drilled area.
• Drillhole location and inclination varied depending on
topographical features and ground conditions,
however generally dipped 60 degrees towards the
southeast.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 675 ---
Criteria JORC Code Explanation Commentary
Historical GSM before 2019
• The diamond drilling drill hole spacing ranged from
25m by 25m to 15m by 25m in the more densely drilled
areas.
• Drillhole location and inclination varied depending on
topographical features and ground conditions.
GSM and PETS under Merdeka after 2019
• The drill hole spacing ranged from 150m x 150m to
approximately 20m x 20m within the more densely
drilled areas of the GSM IUP . The PETS IUP was
drilled to approximately 80m x 80m to 40m x 40m in
the densely drilled areas.
• Drillhole location and inclination varied depending on
topographical features and ground conditions.
Multiple drill holes were drilled from a single drill pad
resulting in surface “fan” drilling.
• Whether the data spacing and
distribution is sufficient to establish
the degree of geological and grade
continuity appropriate for the
Mineral Resource and Ore Reserve
e s t i m a t i o n p ro c e d u re ( s ) a n d
classifications applied.
• The drill hole spacing within most of the mineralised
area was appropriate to define the geological and
grade continuity of the mineralised system.
• The resource classification considers the different
degrees of geological and grade continuity.
• Whether sample compositing has
been applied.
• The reported exploration results have been composited
(i.e. length weighted composites) with no grade
capping applied.
• Drill holes have been composited (i.e. length weighted)
to 2m for the Mineral Resource estimate.
Orientation
of data in
relation to
geological
structure
• Whether the orientation of
s a m p l i n g a ch i eve s u n b i a s e d
sampling of possible structures and
the extent to which this is known,
considering the deposit type.
Historical PETS before 2019
• The drill holes were oriented perpendicular to the
orientation of the mineralised trend. Structural
logging based on oriented core indicates that the
mineralisation controls are largely perpendicular to
drill directions. Variographic analysis confirms the
principal directions of the mineralisation is
perpendicular to the drilling orientation.
Historical GSM before 2019
• Drill spacing is largely dependent on land status and
accessible sites. Drill spacing varies from 20m to 30m
on east-west sections that are nominally spaced at 25m
apart. Due to the steep topography, several holes have
been drilled from a single pad. These holes are drilled
at various orientations to achieve the desired drill
spacing at the target depth.
GSM and PETS under Merdeka after 2019
• Sampled drill holes were designed in 3D to intersect
mineralisation at a range of orientations to assess and
accommodate the potential orientation of
mineralisation and structures while maintaining
appropriate spacing between holes. The orientation of
samples relative to structural controls is notconsidered
to introduce a sampling bias.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 676 ---
Criteria JORC Code Explanation Commentary
• If the relationship between the
drilling orientation and the
orientation of key mineralised
structures is considered to have
introduced a sampling bias, this
should be assessed and reported if
material.
Historical PETS before 2019
• The orientation of sampling is appropriate and
achieves unbiased sampling of the possible structures
identified.
Historical GSM before 2019
• The orientation of sampling is appropriate and
achieves unbiased sampling of the possible structures
identified.
GSM and PETS under Merdeka after 2019
• No bias based on hole orientation is known to exist.
Sample
security
• The measures taken to ensure
sample security.
Historical PETS before 2019
• The chain of custody was managed by One Asia.
Samples are stored on-site and delivered by One Asia
personnel to the assay laboratory. Whilst in storage,
they are kept in a locked core house.
Historical GSM before 2019
The measures taken to ensure security for samples used for
analysis and QAQC include the following:
• Chain of Custody was documented (historic Table 1)
by J Resources and both SGS and Intertek (ITS)
laboratories reported on delivery and receipt of
sampled material.
• All samples are transported in plastic wrapping and
nailed-shut boxes. The samples remain in the custody
of JRN to Gorontalo airport and are then airfreighted
to the laboratory.
• Upon receipt of samples, SGS and ITS confirm each
batch of samples has arrived, with its tamper-proof
seal intact at the allocated sample preparation facility.
• Any damage to or loss of samples within each batch
(e.g., total loss, spillage or obvious contamination) is
reported. A list of the effect sample and nature of the
problems was supplied to J Resources.
• As a further check, samples are weighed before
dispatch and again on receipt at the laboratory with
the weights compared to ensure sample integrity.
GSM and PETS under Merdeka after 2019
• All core samples are bagged separately into calico bags
and dispatched to the off-site sample preparation
facilities operated by Intertek in the nearest town.
• Sample transport from site to the preparation facilities
is carried out using land transport (dedicated box
truck), which is sealed at site using commercial seals
provided by Intertek. Sample receipt at preparation
facilities is completed by Intertek staff. The Marisa
and Manado ITS sample preparation facilities are
located in dedicated compounds with 24 hour security
guards. After sample preparation, 250g sub-samples
are securely packed and couriered via air freight to
Geoservices Jakarta for analysis.
• A total of 88,734.45 metres of core samples was burnt
due to fire accident. The detailed list is presented in
the subsequent appendix.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 677 ---
Criteria JORC Code Explanation Commentary
Audits or
reviews
• The results of any audits or reviews
of sampling techniques and data.
Historical PETS before 2019
• A review of the sampling techniques and data was
carried out by SRK Consulting as part of the resource
estimate conducted in 2014. The database was
considered to be of sufficient quality to carry out
resource estimation.
Historical GSM before 2019
• Cube Consulting reviewed the standard operating
procedures for diamond core sampling and discussions
with the site Geologists confirmed that these were
understood and being followed.
• An audit of the entire J Resources drill hole database
conducted by Expedio in January 2018 found no
material issues affecting resource estimation.
GSM and PETS under Merdeka after 2019
• Dr François-Bongarçon (Agoratek International) is
engaged in conducting regular reviews and audits of
sampling, QAQC, site and external laboratories, as
well as training and improvement initiatives. He
reviewed the sampling protocol for Pani samples in
June 2022.
• RSC conducted a review of the December 2022 and
March 2023 MRE processes. No critical issue was
identified. All conclusions and recommendations were
reviewed and are implemented or being implemented if
deemed material.
• Mining One Consultants conducted a review of the
March 2023 MRE process. No moderate and high risk
was identified.
• Mining One Consultants completed a site visit in
January 2026 and review of the 31 December 2025
MRE, datasets and associated processes. No material
issues or risks were identified.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 678 ---
Section 2: Reporting of Exploration Results
Criteria JORC Code Explanation Commentary
Mineral
tenement
and land
tenure
status
• Ty p e, re fe re n c e n a m e / n u m b e r,
location and ownership including
agreements or material issues with
third parties such as joint ventures,
partnerships, overriding royalties,
native title interests, historical sites,
wilderness or national park and
environmental settings.
• The security of the tenure held at
the time of reporting along with any
known impediments to obtaining a
licence to operate in the area.
• In 1994, the Government of Indonesia issued a Kuasa
Pertambangan (“KP”) mining licence, covering an
area of one square kilometre (100 hectares), to a local
cooperative KUD Dharma Tani Marisa (“KUD”).
• The KP licence was reissued as an IUP operation and
p ro d u c t i o n l i c e n s e ( 3 1 6 / 1 3 / X I / TA H U N 2 0 0 9 ) i n
November 2009, under the 2009 Mining Law. The
licence of KUD Dharma Tani was transferred to PT.
Puncak Emas Tani Sejahtera (PETS) based on
Gorontalo Governor Decree no 351/17/IX/2015 and
30/DPM-ESDM-Trans/Per-IUP-OP/IV/2020.
• The PETS IUP operation and production is valid to
23rd November 2032 and extendable for another 10
years. Merdeka acquired majority control of PETS in
December 2017.
• PT Gorontalo Sejahtera Mining (PT GSM) holds the
Contract of Work executed on 20 July 1994. The
Contract of Work has been adjusted based on the
Decree of the Minister of Energy and Mineral
Resources No. 457.K/30/DJB/2017 dated 13 December
2017 regarding the Adjustment of the Contract of
Work Activity Stage to Become the Production
Operation Activity Stage. The Contract of Work
operation and production is valid until 1st December
2049. The CoW covered an area of 14,570 hectares
across three blocks, with Pani Block covering 7,385.71
hectares.
Exploration
done by
other
parties
• Acknowledgment and appraisal of
exploration by other parties.
Early work by the Dutch in the 19th century at Pani
included the driving of short adits under the NNE
trending Pani Ridge. PT Tropic Endeavour undertook
systematic reconnaissance stream sediment geochemistry,
follow up soil and rock sampling and regional geological
mapping in the early 1970’s, outlining three high-grade
zones at Pani Ridge. Utah International (who acquired
Tropic Endeavour’s assets and was in turn purchased by
BHP) undertook further sampling and mapping in
1981-1982. BHP drilled 7 holes during this time. Four
holes were drilled on Pani Ridge and 3 more on G.
Baganite-Nanasi Ridge.
BHP returned in 1984 drove other three adits in an effort
to overcome the grade discrepancies and dug a series of
costeans parallel to the NE trending mineralised fractures
at Pani Ridge. Adits obtained higher grades than adjacent
drill holes but still the deposit was considered to be
uneconomic and subsequently closed down again. They
returned in 1987, carried out channel sampling, step
trenches across the ridge and concluded a NNE strike of
mineralisation from the geochemical results rather than
geological observations. Extensive systematic surface
campaigns were carried out as well within a 3 km radius of
Pani Ridge. That campaign included ridge and spur soil
auger lines, outcrop and float sampling for Au, Ag and Sb
determinations and trenching across ridge tops. In 1990,
BHP began to drill 22 diamond holes, all but one oriented
in an effort to traverse the assumed NNE strike
mineralisation but again failed to clearly determine the
mineralisation.
In 1993 or 1994 a local cooperative, KUD Dharma Tani,
acquired a small scale mining permit of 1 square kilometre
over Pani Ridge and Gunung Baganite. The KUD
optioned its rights to PT Pertiwi in 1996, who then
optioned the project to Paramount Ventures, which drilled
29 holes in the area to confirm the BHP results and at the
same time expand potential resources to include Gunung
Baganite and Masina.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 679 ---
Criteria JORC Code Explanation Commentary
In August 2009, One Asia acquired an option over the Pani
property from PT Prima Mineralindo Nusantara. One
Asia drilled a total of 137 drill holes for 26,017.5 m.
PT Merdeka acquired the PETS IUP in 2018 and has
drilled a total of 100 holes for 31,390.15 m.
Newcrest was granted a 5th generation Contract of Work
(CoW) through its subsidiary PT. Newcrest Nusa Sulawesi
(NNS) in 1994 over the Pani project area but excluding the
KUD block. NNS flew Heli-borne magnetic-radiometric
as well as completing regional stream sediment, pan
concentrate, BLEG, ridge-spur soil; rock outcrop and float
surveys. Prospects were delineated through 28 diamond
scout holes drilled at Kolokoa, Lone Pine, Masina, Wadi,
Tembaga South, Tembaga Central, Totimbuwale South,
Jahiya Besar, Ilota, Nanasi Ridge and Langge. The total
drilling was 4,437.5m. Newcrest dropped the project to
focus on Halmahera around the time of the Asian
financial crisis.
In 2002, Havilah Pty. Ltd and Arafura Rejeki Alam
acquired the whole interests of PT. NNS and renamed the
property to PT. Gorontalo Sejahtera Mining (PT. GSM).
After mandatory relinquishment, PT. GSM CoW retained
four (4) separated blocks: Pani and Totopo in Gorontalo
Province; Bulagidun partly in Central Sulawesi and
Bolangitang block in North Sulawesi. No activities were
recorded to 2005.
Avocet Mining Plc acquired PT GSM in 2007. Work was
only done in the Totopo Block which was then
relinquished in 2010, whilst Pani had no recorded work
other than field visits.
PT. J Resources Nusantara (JRN) acquired PT GSM from
Avocet in 2011 and drilled a total of 684 holes for
106,660.7 m.
Merdeka acquired ownership of PT GSM in December
2021.
Geology • Deposit type, geological setting and
style of mineralisation.
• Low sulphidation epithermal gold deposit
• Middle to Late Cenozoic magmatic arc
• Gold mineralisation is associated with open space
oxide-sulphide fracture fillings, stockwork veins, and
narrow mosaic hydrother mal breccia within
dominantly silica altered host rock.
Drill hole
Information
• A summary of all information
material to the understanding of the
exploration results including a
tabulation of the following
information for all Material drill
holes:
• Not applicable. Exploration results are not being
reported as the report relates to Mineral Resources
and Reserves.
Data
aggregation
methods
• In reporting Exploration Results,
weighting averaging techniques,
maximum and/or minimum grade
truncations (eg cutting of high
grades) and cut-off grades are
usually Material and should be
stated.
• W h e re a gg re ga t e i n t e rc e p t s
incorporate short lengths of
high-grade results and longer
lengths of low grade results, the
procedure used for such aggregation
should be stated and some typical
examples of such aggregations
should be shown in detail.
• Not applicable. Exploration results are not being
reported as the report relates to Mineral Resources
and Reserves.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 680 ---
Criteria JORC Code Explanation Commentary
• The assumptions used for any
reporting of metal equivalent values
should be clearly stated.
Relationship
between
mineralisation
widths and
intercept
lengths
• These relationships are particularly
important in the reporting of
Exploration Results.
• If the geometry of the
mineralisation with respect to the
drill hole angle is known, its nature
should be reported.
• Holes reported are drilled at various angles to assess
and accommodate mineralised geometry. Some holes
are drilled sub parallel to the long axis of
mineralisation.
Diagrams • Appropriate maps and sections
(with scales) and tabulations of
intercepts should be included for any
significant discovery being reported
These should include, but not be
limited to a plan view of drill hole
collar locations and appropriate
sectional views.
• Refer to the main sections of the report and
appendices.
Balanced
reporting
• Where comprehensive reporting of
all Exploration Results is not
p ra c t i c a bl e, re p re s e n t a t ive
reporting of both low and high
grades and/or widths should be
practiced to avoid misleading
reporting of Exploration Results.
• Not applicable. Exploration results are not being
reported as the report relates to Mineral Resources
and Reserves.
Other
substantive
exploration
data
• Other exploration data, if
meaningful and material, should be
reported including (but not limited
t o ) : ge o l o g i c a l o b s e rva t i o n s ;
ge o p hy s i c a l s u rvey re s u l t s ;
geochemical survey results; bulk
samples – size and method of
t re a t m e n t ; m e t a l l u rg i c a l t e s t
results; bulk density, groundwater,
geotechnical and rock
ch a ra c t e r i s t i c s ; p o t e n t i a l
d e l e t e r i o u s o r c o n t a m i n a t i n g
substances.
• All historical drill intercepts if shown have been
reported by Merdeka Copper Gold.
Further
work
• The nature and scale of planned
further work (eg tests for lateral
extensions or depth extensions or
large-scale step-out drilling).
• Diagrams clearly highlighting the
areas of possible extensions,
including the main geological
interpretations and future drilling
areas, provided this information is
not commercially sensitive.
• Other recommendations are:
• Field mapping to map regional structures and
mineralisation.
• Trenching whenever possible to increase the
understanding of the mineralisation.
• Geological mapping of new road cuts.
• Drill testing the geological ‘dome’ extents and
peripheral satellite deposits.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 681 ---
Section 3: Estimation and Reporting of Mineral Resources
Criteria JORC Code Explanation Commentary
Database
integrity
• Measures taken to ensure that data
has not been corrupted by, for
example, transcription or keying
errors, between its initial collection
and its use for Mineral Resource
estimation purposes.
• Core logging is completed at the site core yard using
project-specific logging codes directly into a
Toughbook. Data is then transferred to the server and
loaded directly into the site database. Assay results are
currently received from the laboratory in digital
format. Once data is finalised it is transferred to a
Geobank database.
• Geological databases are managed by a dedicated
geological database team in the Mineral Resource
Group based in the Jakarta head office, who conduct
regular reviews, spot checks and training with site
database personnel. Data checking including the
current and historic data.
• Data validation procedures used. • An Access database with all relevant data was
extracted from the Company SQL Geobank database
on the 8th of August 2024.
• Separate Datamine files, for collars, downhole surveys,
assays, alteration, density, lithology, oxidation and
veining were exported from the Access database and
combined in Datamine to make a single drill hole file.
• The data was imported into Datamine and underwent
various validation checks including:
• Checking for duplicate drill hole names and
duplicate coordinates in the collar table.
• Checking drill hole names are consistent.
• Checking for missing drill holes in the collar,
survey, assay, and other tables based on drill hole
names.
• Checking for survey inconsistencies, including
dips and azimuths <0°, dips >90°, azimuths >360°
and negative depth values.
• Checking for inconsistencies in the “From” and
“To” fields of the assay and all other tables. The
inconsistency checks included identifying negative
values, overlapping intervals, duplicate intervals,
gaps and intervals where the “From” value is
greater than “To” value.
• Ranking of historical and current assay method
were checked carefully.
• Elevation of each collar was also validated.
Deviations from Lidar topography were accepted
up to 10m due to the irregular and steep
topography.
• Additional checks were conducted by the companies
Database manager which included:
• All of the J Resource assay information was
re-imported into the database.
• Assays used for the estimation were re-checked
specifically.
• Random manual checks were performed after data
import.
• All data was clean and able to be imported and
de-surveyed in Datamine software. Visual validation
by section for obvious trace errors.
APPENDIX III COMPETENT PERSON’S REPORT
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--- page 682 ---
Criteria JORC Code Explanation Commentary
Site Visits • Comment on any site visits
undertaken by the Competent
Person and the outcome of those
visits.
• If no site visits have been
undertaken indicate why this is the
case.
The Competent Person completed a site visit in January
2026. During the site visit, the following was completed:
• Inspection of diamond core drilling, logging, sampling
and associated assay data.
• Inspection of surface activity including active open pit
production areas, blast hole drilling and sampling and
diamond drilling.
• Inspection of core yard facilities.
• Numerous discussions were held with geologists to
understand the geology of the deposit and
drilling/sampling processes.
• The core shed was clean and well-organised, and
related procedures were being followed. Data
collection systems were found to be consistent with
industry good practice. Further more, geological
controls to the mineralisation were sufficiently
understood to enable a Mineral Resource to be
reported in accordance with the JORC Code.
Geological
interpretation
• Confidence in (or conversely, the
uncertainty of) the geological
interpretation of the mineral
deposit.
• A Geological Matrix Analysis (GMA) has confirmed
previously reported observations that mineralisation is
a low sulphidation epithermal mineralisation. Gold
Mineralisation is associated with quartz ± pyrite ±
goethite veins, silica alteration and goethite alteration
and the tenor of the gold mineralisation increases as
the silica alteration and frequency of veining or
veinlets increase. In addition, indicator iso grade shells
models were generated at different cut-off grades to
create more homogeneous domains than in the June
estimate.
• Silver domains were separated from gold domains.
Silver mineralisation has no correlation, uncovered to
date, with any geological parameters. It is assumed
that silver deposited at lower temperature than gold in
the periphery of the gold mineralisation.
• Nature of the data used and of any
assumptions made.
• No material assumptions have been made which may
materially affect the MRE reported herein.
• The effect, if any, of alternative
i n t e r p re t a t i o n s o n M i n e ra l
Resource estimation.
• Alternative interpretations are not likely to materially
impact the global MRE.
• The current drilling programs are confirming the
boundary location within acceptable tolerance based
on the classification of the MRE. The geometry and
understanding of the mineralisation will increase as
the spatial drill hole density increases.
• The use of geology in guiding and
c o n t ro l l i n g M i n e ra l Re s o u rc e
estimation.
The final estimation domains were based on a Geological
Matrix Analysis (GMA) conducted in 2020, 2022, 2023
and updated in August 2024 (using data extracted on
24/08/2024).
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--- page 683 ---
Criteria JORC Code Explanation Commentary
Mineralisation is associated with quartz ± pyrite veins,
silica alteration and goethite alteration, and the tenor of
the gold mineralisation increases as the silica alteration
and frequency of veining or veinlets increases. The
selection criteria for the estimation domains are outlined
below:
• Mineralised Waste Domain (1000): Internal
mineralised waste domain delineating zones of <0.1g/t
Au and no veining.
• Mineralised Domain (3000): ≥ 1 logged vein per metre
or a gold threshold of ≥ 0.1g/t based on economic
compositing routine and inside 0.1g/t iso-grade shells.
• Higher-Grade Mineralised Domain (5000): ≥ 5 logged
veins per metre or a gold threshold at ≥ 0.5g/t based on
economic compositing routine, and also based on
occurrences of crackle – mosaic hydrothermal breccias
and inside 0.5g/t iso-grade shells
The domains illustrate the strong correlation between the
spatial density of quartz veining and the gold grade.
In addition of the GMA, the model of interpreted
structures planes and 0.5ppm au indicator was also used to
improve the mineralisation shapes and increase the
stationarity inside the domain.
The selection criteria for silver domains are:
• Low grade silver ≥ 0.6g/t
• High grade silver ≥2.0g/t
The estimation domains were interpreted initially in
Leapfrog and then on 20 m and 10 m spaced east-west
sections in Datamine. The mineralised waste encompasses
the low grade, which in turn encompasses the higher-grade
domain.
To ensure Exploratory Data Analysis (EDA) and
variographic analysis are appropriate, Pani was separated
into four “sub-domains” or regions. The current estimates
The sub-domains are:
• GSM Northern (~>62,150 mN and < 388,250 mE)
• GSM Southern (~<62,150 mN and < 388,250 mE)
• PETS area (~ >388,250 mE )
• The factors affecting continuity
both of grade and geology.
• The gold mineralisation is associated with the
intrusive rhyodacite dome and infill drilling may result
in changes to the mineralisation domains.
• The degree of post mineralisation structural influence
may change as the drill hole spacing decreases.
• The principal plane defined in the Au variographic
analysis for PETS dipped moderately towards the
Northwest with plunge to the Northeast. GSM South
dipped moderately towards Northwest and plunge
moderately to Northeast. In contrast GSM North,
dipped to Southwest with plunge goes to Southeast.
• Silver was estimated inside domains by applying omni
directional variography.
• At this stage, the factors controlling gold grade
continuity are not well understood. There is a clear
association of mineralisation with vein stockwork, but
the stockwork geometry and orientations require
further analysis.
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--- page 684 ---
Criteria JORC Code Explanation Commentary
Dimensions • The extent and variability of the
Mineral Resource expressed as
length (along strike or otherwise),
plan width, and depth below surface
to the upper and lower limits of the
Mineral Resource.
• The mineralisation at Pani sits between the surface and
approximately 500m below the surface. It is roughly
circular in plan with a diameter of approximately
1,000m and is contained within an intrusive rhyodacite
dome complex (‘Baganite Dome’).
Estimation
and
modelling
technique
• The nature and appropriateness of the
estimation technique(s) applied and
key assumptions, including treatment
of extreme grade values, domaining,
interpolation parameters and
maximum distance of extrapolation
from data points. If a computer
assisted estimation method was chosen
include a description of computer
software and parameters used.
• The MRE includes Aug/t, Agg/t, Bulk Density, S%,
Fe%, Ca%. S% and equotip. S%, Fe%, Ca% and
Equotip are not reported but were estimated to
validate the location of the oxidation boundaries.
• Drill hole data was selected within mineralised
domains and composited to 2m downhole intervals in
Datamine software.
• The composited data was imported into Supervisor
software for statistical and geostatistical analysis. The
analysis showed for Au, Ag, S, Ca, Fe, and bulk
density, different planes of maximum continuity
throughout the Pani mineralised system and the
domains were sub-domained into the GSM northern
(~>62,150 mN and < 388,250 mE), GSM southern
(~<62,150 mN and < 388,250 mE), and PETS (~
>388,250 mE)
• Hard boundaries were used for the mineralised waste
domains (1000) for Au and mineralisation domain for
Ag (1000, 731 to 733 and 751 to 753).
• Semi soft domain for gold is applied on primary
domain 3000 and 5001 to 5005, combined with soft
boundary within the subdomains.
• S%, Ca% and Fe% are estimated using soft boundary
along ore block.
• Density and Equotip are estimated using soft
boundary through alteration domains.
• To ensure the Au grade continuity was honoured, the
variograms principal plane of maximum continuity for
each sub-domain was defined by combining the
primary estimation domains (i.e. 1000, 3000, 5001 to
5005). Variography was perfor med on data
transformed to normal scores, and the variogram
models were back-transformed to original units. The
Gaussian anamorphosis used for the normal scores
transform was subsequently used for the discrete
Gaussian change of support model required for
Uniform Conditioning. The variogram models had an
interpreted nugget effect ranging from 8 % to 46 %,
and the direction of maximum continuity ranged from
200 m to 250 m.
• Omni directional gaussian variograms were modelled
for Ag, S, Ca, Fe, bulk density and equotip. The
modelled variograms were back transformed into the
original units for estimation. The Ag variograms were
modelled with interpreted nuggets ranging from 6% to
29%, and range varying from 90 to 325m.
• The panel estimates used capping and ‘distance limited
capping’ techniques, where uncapped or higher capped
composites are used for a very local estimate, and
distance threshold capping is used beyond this local
distance (i.e. 20 m). The thresholds were based on
inflections and discontinuities in the histograms,
log-probability plots, and metal quantities above
thresholds. Refer to the relevant section below.
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--- page 685 ---
Criteria JORC Code Explanation Commentary
• Kriging neighbourhood analysis was conducted to
optimise the search neighbourhoods. The first pass
search neighbourhood used a minimum of 6 to 16 and
a maximum of 16 to 20 (2 m composite) samples per
panel estimate. The second pass sample number were
change into 6 to 14 and the search neighbourhood
increased twice. The third pass both sample number
reduced, into 2 to 22 and search neighbourhood
increase three times.
• The search ellipse radius was based on the variogram
ranges and were orientated to the principal direction
defined during the variographic analysis.
• The block size was limited to half the drill hole spacing
or 40m (X) × 40 m (Y) × 10 m (Z) and 20 m (X) × 20 m
(Y) × 5 m (Z) within the well-drilled GSM area. A
sub-blocking dimension of 5 m (X) × 5 m (Y) × 2.5 m
(Z) was used to honour the interpreted volume for
both the waste and mineralised parent block
dimensions.
• Ordinary kriging was used to estimate the various
panel size for all estimation domains (1000, 3000, 5001
to 5005, 731 to 733 and 751 to 753). Localised Uniform
Conditioning (LUC) was implemented for the
mineralised domains (3000 and 5001 to 5005) for Au to
predict the grade tonnage at mining-related supports.
• The UC process applies a change of support correction
(discrete Gaussian model) based on the composite
sample distribution and variogram model, conditioned
to the Panel grade estimate, to predict the likely grade
tonnage distribution at the SMU selectivity (5 m (X) ×
5 m (Y) × 2.5 m (Z)). UC was performed with 30
polynomial, and it is applied on the back transform
variogram in supervisor and transfor mation in
datamine.
• UC was performed within the mineralised domains
(3000 and 5001 to 5005) for Au. The localisation step
(LUC) was run for these domains and the resulting
SMU was exported to Datamine.
• Wireframing was completed using Leapfrog and
Datamine RM Studio software 2.1.1.125, while
estimation was completed in Datamine Studio RM
Advanced Estimation.
• Variography and data analysis was completed using
Supervisor 9.0.
• The estimates have been validated by comparing
composite data with block model grades for all
domains statistically and using swath plots. The visual
comparison was also undertaken onscreen by
comparing block grades and composites. The estimate
validated well, given the geological and grade
continuity.
• The availability of check estimates,
previous estimates and/or mine
production records and whether the
Mineral Resource estimate takes
appropriate account of such data.
• Comparison of the Au MRE with an internal estimate
conducted in March 2024 at ≥0.2, ≥0.3, ≥0.4, ≥0.5 and
≥0.6 gram per tonne tresholds shows similar results
with differences in both tonnes and grades less or
equal to -1% and 3%, respectively. The difference has
been attributed to the additional drilling (176 holes),
and changes on software, capping, variogram, and
contact scenario used in estimation.
• There is no mining production to date to make a
comparison.
• The assumptions made regarding
recovery of by-products.
• No assumptions have been made regarding the
recovery of by-products.
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--- page 686 ---
Criteria JORC Code Explanation Commentary
• Estimation of deleterious elements
or other non-grade variables of
economic significance (e.g. sulphur
for acid mine drainage
characterisation).
• Total sulphur (S), calcium (Ca), and iron (Fe) were
estimated using Ordinary Kriging, and the estimation
panel size depended on the available information. The
estimate was perfor med within the sub-domains
defined for the Au estimate. Variograms and search
neighbourhood were omni-directional.
• No deleterious elements have been identified at Pani to
date and have therefore not been estimated in the
resource, however this should be continuously
monitored as production progresses.
• In the case of block model
interpolation, the block size in
relation to the average sample
spacing and the search employed.
• Quantitative kriging neighbourhood analysis was
performed to optimise the block dimensions. The
block size was limited to half the drill hole spacing or
40 m (X) × 40 m (Y) × 10 m (Z) and 20 m (X) × 20 m
(Y) × 5 m (Z) within the well-drilled GSM and PETS
area. A sub-blocking dimension of 5 m (X) × 5 m (Y) ×
2.5 m (Z) was used to honour the interpreted volume
for both the waste and mineralised parent block
dimensions.
• Any assumptions behind modelling
of selective mining units.
• The selective mining units used in the LUC estimate
was 5 m (X) × 5 m (Y) × 2.5 m (Z) and was used in
order to allow for reblocking as required at 5m, 7.5 m
or 10 m size. A SMU size optimisation study is planned
for 2025.
• Any assumptions about correlation
between variables.
• All variables are treated in the univariate sense for
estimation.
• Description of how the geological
interpretation was used to control
the resource estimates.
• The construction of the domains was based on
geological and grade relationships, as outlined
previously in this table.
• The block model is assigned unique domain codes
corresponding to the mineralisation wireframes.
Domains were estimated using composite with a
corresponding domain code (1000, 3000, 5001, 5002,
5003, 5004, 5005, 700, 731,731,733, 751,752,753).
• Domain boundaries were treated as hard boundaries
and boundaries between sub-domain were treated as
soft boundaries for domain 1000 at gold and all
domain for silver.
• Domain boundaries were treated as semi soft
boundaries and boundaries between sub-domain were
treated as soft boundaries for domain 3000 and 5001 to
5005 at gold.
• Discussion of basis for using or not
using grade cutting or capping.
• The panel estimates used capping and ‘distance limited
capping’ techniques, where uncapped or higher capped
composites are used for a very local estimate, and
distance capping is used beyond this local distance (i.e.
20 m). These thresholds were based on inflections and
discontinuities in the histograms, log-probability
plots, and metal quantities above thresholds.
• The capping thresholds for Au ranged from 2 g/t to 35
g/t globally and the distance capping ranged from 1.2
to 18 g/t. For Ag the global caps ranged from 15 g/t to
45 g/t, and the distance capping ranged from 2 g/t to 22
g/t. In some domains no capping was deemed
necessary. For S, the global caps ranged from 0.7% to
1.0 % and the distance capping ranged from 0.2% to
0.5%. For Ca, the global caps ranged from 2.15% to
3.2%, and the distance capping ranged from 0.4% to
0.7%. For Fe, the global capping value used for all four
subdomains was 3.5% to 4% and there is no distance
capping applied.
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--- page 687 ---
Criteria JORC Code Explanation Commentary
• The process of validation, the
checking process used, the
comparison of model data to drill
hole data, and use of reconciliation
data if available.
The process of validation includes standard model
validation using visual and numerical methods:
• Statistically comparing the estimated block grades
against the average capped composites, average capped
declustered (40 m x 40 m x 20 m) and moving window
average capped composites were completed for all
domains. To exclude the impact of grade
extrapolation, additional restrictions were placed on
the analysis whereby only those blocks with a
composite within were reported. This analysis was
further expanded to include blocks directly informed
by samples within, plus a one-block buffer.
• Swath plots of the estimated block grades and
composite mean grades are generated by eastings,
northings and elevations and reviewed to ensure
acceptable correlation,
• The block model estimates are checked visually against
the input composite/drill hole data.
• Given the drill hole spacing and the estimation
domains spatial characteristics, stationarity and
domain construction, the panel estimates were deemed
acceptable.
Moisture • Whether the tonnages are estimated
on a dry basis or with natural
moisture, and the method of
determination of the moisture
content.
• Tonnages are estimated on a dry basis.
Cut-off
parameters
• The basis of the adopted cut-off
grade(s) or quality parameters
applied.
• The Mineral Resource is reported above an Au cut-off
grade of 0.20 grams per tonne and above a RPEEE
shell at US$2,300.
• The current studies suggest a cut-off grade of heap
leach processing are: 0.20 g/t Au – 0.25 g/t Au for
oxide, 0.21 g/t Au – 0.28 g/t Au for transition and 0.35
g/t Au - 0.49 g/t Au for fresh oxidation domain.
• For the CIL processing route has a cut-off grade of
0.40 g/t Au for all domains.
Mining
factors or
assumptions
• A s s u m p t i o n s m a d e re ga rd i n g
possible mining methods, minimum
mining dimensions and internal (or,
if applicable, external) mining
dilution. It is always necessary as
part of the process of determining
reasonable prospects for eventual
economic extraction to consider
potential mining methods, but the
assumptions made regarding mining
methods and parameters when
estimating Mineral Resources may
not always be rigorous. Where this
is the case, this should be reported
with an explanation of the basis of
the mining assumptions made.
• The Pani Gold Project is assumed to be mineable using
open pit methods. For the proposed surface
operations, the geometry, grade, indicative
geotechnical properties, and size of the resource
suggest an amenability to open pit mining method
based on the defined SMU with no internal selectivity.
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--- page 688 ---
Criteria JORC Code Explanation Commentary
Metallurgical
factors or
assumptions
• The basis for assumptions or
predictions regarding metallurgical
amenability. It is always necessary
as part of the process of
determining reasonable prospects
for eventual economic extraction to
consider potential metallurgical
methods, but the assumptions
regarding metallurgical treatment
processes and parameters made
when reporting Mineral Resources
may not always be rigorous. Where
this is the case, this should be
reported with an explanation of the
basis of the metallurgical
assumptions made.
• Initial studies have shown that the Pani ore can be
processed through a conventional crush/grind/CIL
and Heap leach circuit at site to produce a gold doré.
Environmental
factors or
assumptions
• A s s u m p t i o n s m a d e re ga rd i n g
possible waste and process residue
disposal options. It is always
necessary as part of the process of
determining reasonable prospects
for eventual economic extraction to
c o n s i d e r t h e p o t e n t i a l
environmental impacts of the
mining and processing operation.
While at this stage the
d e t e r m i n a t i o n o f p o t e n t i a l
environmental impacts, particularly
for a greenfields project, may not
always be well advanced, the status
of early consideration of these
potential environmental impacts
should be reported. Where these
aspects have not been considered
this should be reported with an
explanation of the environmental
assumptions made.
• It is assumed that there will be no significant
environmental impediments to further developing the
project.
Bulk
density
• Whether assumed or determined. If
assumed, the basis for the
assumptions. If determined, the
method used, whether wet or dry, the
frequency of the measurements, the
nature, size and representativeness
of the samples.
• Bulk density determinations were routinely collected
every 10 m down hole and based on a sample length of
0.1 m. The bulk density measurements are considered
representative of the in-situ bulk density and are
evenly distributed throughout the mineralised
domains.
• The bulk density for bulk material
m ust have been measured by
methods that adequately account
for void spaces (vugs, porosity,
etc.), moisture and differences
between rock and alteration zones
within the deposit.
• Bulk density determinations were routinely collected
from diamond core at selected intervals throughout
the entire drill hole, with sample lengths typically 0.1
metres. Measurements were calculated using the water
immersion or Archimedes method. Samples were first
dried and the density was calculated by measuring the
weight in air, the weight in water and then calculated
by the weight in air divided by the weight in water.
• Discuss assumptions for bulk
density estimates used in the
evaluation process of the different
materials
• Density was estimated using Ordinary Kriging (OK)
with a three-pass omni-directional search strategy.
Density domains were based on alteration domains.
Extreme density values were capped and panels that
were not estimated due to being too distant from
sufficient bulk density data to meet minimum
estimation criteria, were assigned the median density
for the corresponding domain.
• A global capping value of 3 was applied to the silica
clay alteration domains.
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--- page 689 ---
Criteria JORC Code Explanation Commentary
Classification • The basis for the classification of
the Mineral Resources into varying
confidence categories.
The Mineral Resource has been classified following due
consideration of all criteria contained in Section 1,
Section 2 and Section 3 of JORC 2012 Table 1.
The classification of the Mineral Resource considered the
quantity and quality of the composites, the quality and
quantity of density data, drill hole spacing, and the
quality of the block grade estimates. The following
approach was adopted when classifying the Mineral
Resources:
• The drill hole spacing within each domain was
separately reviewed.
• The block model was coloured by slope of regression
(‘SOR’) for Au, which was considered to give the
clearest and most constrained information on the
quality of the estimate.
• The sample spacing was then compared to the SOR for
Au. SOR values of >0.45 generally correlated with
areas drilled out on a 40 m x 40 m pattern or denser.
• Strings were digitised around areas with a 40 m x 40 m
drill hole spacing and a SOR > 0.45
Strings were digitised to define the classified volumes
based on:
• Measured Mineral Resource: A nominal drill spacing
of 20 m N x 20 m E, supported by a kriging slope of
regression >0.7 for gold, and is constrained within the
US$2,300 economic pit shell and the mineralised
estimation domains.
• Indicated Mineral Resource: A nominal drill spacing
of 40 mN x 40 mE, a kriging slope of regression of
>0.5, above the constraining economic pit shell at
US$2,300/oz Au and within the mineralised estimation
domains (3000 and 5000).
• Inferred Mineral Resource: Material within the
mineralised estimation domains, above the
constraining economic pit shell at US$2,300/oz Au and
regionals with adequate drill hole spacing.
Surface stockpiles as of 31 December 2025 were classified
as Measured based on:
• Grades informed by grade control data during mining
activities
• Tonnages using surveyed volumes
• Data internally cross checked to reconciliation results
• Whether appropriate account has
been taken of all relevant factors
(i.e. relative confidence in
t o n n a ge / g ra d e e s t i m a t i o n s,
reliability of input data, confidence
in continuity of geology and metal
values, quality, quantity and
distribution of the data).
• All available data was assessed and the Competent
Person’s relative confidence in the data was used to
assist in the classification of the Mineral Resource.
• Whether the result appropriately
reflects the Competent Person’s
view of the deposit.
• The current classification assignment appropriately
reflects the Competent Person’s view of the deposit.
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--- page 690 ---
Criteria JORC Code Explanation Commentary
Audits or
reviews
• The results of any audits or reviews
of Mineral Resource estimates.
• Previous MREs (Q2 2023 and Q4 2023) have been
audited by independent third parties (RSC Mining and
Mineral Exploration, Mining One Consultants).
• The Q2 2024 and 31 December 2025 MREs have been
subjected to Merdeka’s internal peer review processes
and were reviewed by Mining One Consultants.
Discussion
of relative
accuracy/
confidence
• Where appropriate a statement of
the relative accuracy and confidence
level in the Mineral Resource
estimate using an approach or
procedure deemed appropriate by
the Competent Person. For
example, the application of
s t a t i s t i c a l o r ge o s t a t i s t i c a l
procedures to quantify the relative
accuracy of the resource within
stated confidence limits, or, if such
an approach is not deemed
appropriate, a qualitative discussion
of the factors that could affect the
relative accuracy and confidence of
the estimate.
• The Mineral Resource accuracy is communicated
through the classification assigned to this Mineral
Resource.
• The MRE has been classified in accordance with the
JORC Code (2012 Edition).
• The statement should specify
whether it relates to global or local
estimates, and, if local, state the
relevant tonnages, which should be
relevant to technical and economic
evaluation. Documentation should
include assumptions made and the
procedures used.
• The Mineral Resource statement relates to a global
tonnage and grade estimate. Grade estimates have been
made for each block in the block model.
APPENDIX III COMPETENT PERSON’S REPORT
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Section 4: Estimation and Reporting of Ore Reserves
Criteria JORC Code Explanation Comments
Mineral
Resource
Estimate
for
Conversion
to Ore
Reserves
• Description of the Mineral
Resource estimate used as a basis
for the conversion to an Ore
Reserve.
• Clear statement as to whether the
Mineral Resources are reported
additional to, or inclusive of, the
Ore Reserves.
The Mineral Resource estimate has been prepared by Mr
Alex Lukomskyj of Mining One Consultants. The Mineral
Resource was reported as of 31 December 2025.
The Mineral Resources are reported inclusive of the Ore
Reserves.
Site Visits • Comment on any site visits
undertaken by the Competent
Person and the outcome of those
visits.
• If no site visits have been
undertaken indicate why this is the
case.
Ievan Ludjio, the Competent Person for Ore Reserves
Estimate, FAusiMM CP (Mining), visited Pani project
areas on in 2023 and 2024. During the visit, Mr Ludjio
inspected the locations of the proposed open pits, waste
dump, infrastructure area, and tailing dam locations. The
visit also consisted of discussions with relevant people
associated with Ore Reserves modifying factors including
but not limited to exploration program, geology, grade
control, permitting status, mine planning, metallurgy,
tailings and waste storage, environmental and social
disciplines. The outcomes from the visits have confirmed a
common understanding of assumptions, calculation of the
cut-off grades and the development of the Life-of-Mine
plan.
Study
Status
• The type and level of study
undertaken to enable Mineral
Resources to be converted to Ore
Reserves.
• The Code requires that a study to at
least Pre-Feasibility Study level has
been undertaken to convert Mineral
Resources to Ore Reserves. Such
studies will have been carried out
and will have determined a mine
plan that is technically achievable
and economically viable, and that
material Modifying Factors have
been considered.
Pani Gold Project lies within two mining tenements, PT
Puncak Emas Tani Sejahtera (PETS) IUP and PT
Gorontalo Sejahtera Mining (GSM) Contract of Work.
Mining operation commenced in October 2025.
Various studies have been conducted for individual
concession by PT Merdeka Gold Resources. and previous
owners. The subsequent Ore Reserves Estimate was
reported independent to each other.
The parameters underpinning this estimate were developed
with contributions from MGR personnel and external
technical consultants engaged directly by the Company.
Feasibility Study completed in 2024 is used as a main basis
of this Ore Reserves Estimate with some updated
infor mation including but not limited to additional
resource drill data, metallurgical recoveries, construction
schedule, exchange rates, mining operating costs, etc.
The Ore Reserves has been estimated by PT Mining One
Indonesia after reviewing relevant Technical Studies and
generating a life of mine schedule guided by inputs taken
from documents reviewed.
The project financial evaluation has been prepared by PT
Mining One in collaboration with PT Merdeka Gold
Resources Tbk.
FS Grade
Cut-off
Parameters
• The basis of the cut-off grade(s) or
quality parameters applied
Different gold cut-off grades have been applied to address
the different ore recovery by oxidation and mining areas.
The differences in ore processing costs and processing
recoveries drive the cut-off grades for the project.
No allowance has been made for silver credits in
calculating the cut-off grade.
Estimated heap leach gold and silver processing recoveries
vary by oxidation type and the metallurgical zones where
Baganite materials have a recovery that is less than Pani
Ridge materials. This results in different cut-off grades to
define ore.
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Criteria JORC Code Explanation Comments
The CIL estimated gold and silver processing recovery is
applied to the mining area outside of Heap Leach pit.
Cut-off Grade Summary
Oxidation Type
Heap Leach
Baganite
Area
Heap Leach
Pani Ridge
Area CIL
(g/t Au) (g/t Au) (g/t Au)
Oxide . . . . . . 0.20 0.20 0.24
Transition. . . . 0.23 0.20
Fresh . . . . . . 0.40 0.29
Lapilli Tuff . . . 0.20
No Inferred Mineral Resources material has been included
in pit optimisation and/or Ore Reserves reporting. It is
regarded as waste in this study. In practice it will be drilled
out and added to the Measured and Indicated Resources
and the schedule as soon as expedient.
For the cost assumptions please see the “Costs” section.
For the price assumptions please see the “Revenue factors”
section.
Mining
Factors or
Assumptions
• The method and assumptions used
as reported in the Pre-Feasibility or
Feasibility Study to convert the
Mineral Resource to an Ore Reserve
(i.e. either by application of
appropriate factors by optimisation
or by preliminary or detailed
design).
• The choice, nature and
appropriateness of the selected
mining method(s) and other mining
parameters including associated
design issues such as pre-strip,
access, etc.
• The assumptions made regarding
geotechnical parameters (eg pit
slopes, stope sizes, etc), grade
control and pre-production drilling.
• The major assumptions made and
Mineral Resource model used for pit
and stope optimisation (if
appropriate).
• The mining dilution factors used.
• The mining recovery factors used.
• Any minimum mining widths used.
• The manner in which Inferred
Mineral Resources are utilised in
mining studies and the sensitivity of
the outcome to their inclusion.
• The infrastructure requirements of
the selected mining methods.
Due to the shallow nature of deposit, only surface mining
was considered.
The method for Ore Reserves estimation included: pit
optimisation, pit designs, strategic and tactical life of mine
schedule, capital and operating cost estimation, and
finally, economic evaluation (prepared by MGR). Other
non-mining modifying factors including processing,
environmental, social, and legal aspects were provided by
MGR and other consultants engaged by MGR.
The study assumed the operation would be conducted as
owner mining employing conventional excavator – truck
combination. Heap leach stacked method (HL), and
Carbon-In-Leach (CIL) will be used to process the ore
from the mine to produce gold and silver. Most ore mined
from the pit will be fed to plant directly, but relatively
small ROM stockpiles near the HL and CIL ore crushers
are used to decouple crushing from ore mining. All costs
associated with this have been allowed for.
Note: Not all Measured and Indicated Mineral Resources
above economic cut-off grade within the design are
converted to Ore Reserves due to constraint in TSF
capacity that is at pre-feasibility or better test work
levels. Additional testing and design work is
underway to increase capacity.
Dilution Modelling
The regularisation process in block model increases
dilution by combining the small blocks in the resource
model to larger blocks used in the mine planning model.
This process produces a tonnes weighted average grade
that reduces the granularity of the results, i.e. dilution
happens due to block model edge zones with zero or low
grade being merged into blocks above the cut-off grade.
Subsequently, the averaged metal grade is considered as a
diluted grade. When the diluted grade drops below
economic cut-off grade, the block is categorised as waste
and ore losses occur. Due to this regularisation process, no
further ore losses and mining dilution applied in pit
optimisation and the subsequent mine planning.
APPENDIX III COMPETENT PERSON’S REPORT
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Criteria JORC Code Explanation Comments
Pit Slopes
The updated geotechnical recommendation is to have
either an access ramp, or a 20m geotechnical / safety berms
along the south and southeast slopes. The ramp option is
preferred because this can be used for geotechnical
monitoring and installation of instrumentation as well as
to contain possible failure material. It is recommended to
mine the near surface bench at 50
o to accommodate
potentially weaker unconsolidated near surface material.
Geotechnical Zone
Recommended Slope Angle and Configurations
Design
Sector
Pit Wall
dip
direction
Overall
Slope
Angle
Inter
Ramp
Angle
Minimum
Berm
Width
Bench
Angle
Bench
Height
o o o m o m
Northeast . . 188 40 45 7.5 65 15
Northwest . . 117 35 45 7.5 65 15
Southwest . . 60 35 45 7.5 65 15
South* . . . 360 40 45 7.5 65 15
Southeast . . 326 40 45 7.5 65 15
East . . . . . 278 40 45 7.5 65 15
* 20m wide geotechnical/safety berms, or an access ramp,
recommended
Lay the upper 15m high bench to 50
o for all design sectors.
Source: Geotechnical, Hydrogeological, and Hydrological
Study for Pani Gold Project (PETS Pit) for GoIFS, Doc.
No. PS132997-012-R- Rev1, WSP - Golder (PT
Geotechnical & Environmental Services Indonesia), 20 Aug
2024.
Pit Optimisation
The pit optimisations were undertaken using 3DS
Dassault’s Whittle
TM Optimisation software using the
regularised block model of 10 m(N) x 10 m(E) x 7.5 m(Z).
The pit optimisation was undertaken to define the
economic pit shell to supply ore for Heap Leach with
targeted total ore equivalent to Heap Leach pad capacity
(referred as HL Pit). The pit optimisation for the CIL was
undertaken with the depletion of ore within the Heap
Leach Ultimate Pit design.
The Silver (Ag) recovery has not been included as the
mining optimisation input factor.
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Criteria JORC Code Explanation Comments
Pit Designs
Final pit designs incorporating further practical mining
considerations, such as minimum mining width, in-pit
ramp network, and geotechnical design criteria were
carried out using the selected shells from pit optimisation.
The subsequent pit cutbacks were designed to address the
life of mine mining sequence.
The ramp design criteria for HL Pit were designed to
accommodate standard running operation for an
Articulated Dump Truck and minimizing the Haul Road
construction volume. The HL Pit Haul Road designed for
a 60t siz e road specification (e.g. Volvo A60H or
equivalent) with 20m wide road (truck running width 14m)
with the road gradient a maximum of 10% for ultimate
pits. Pioneer roads to begin mining can be as steep as 25
percent.
The CIL Pit haul road designed with 30m wide road
(running width is 23m) and 10% gradient to accommodate
a larger Rigid Dump Truck 100t size for the Pit (e.g. Cat
777 or equivalent). The pre-strip of CIL pit will utilise the
60t Articulated Dump Truck.
Surpac Open Pit module was used to generate all pit
designs.
Ultimate HL Pit Design – HL03 Ultimate Enlarged
Ultimate CIL Pit Design – CIL 05 Ultimate*
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Criteria JORC Code Explanation Comments
Mine Scheduling
The Strategic Mine Schedule is initially developed to
determine the mine sequence and the nominated total
material moved per each period to optimise project return.
The strategic mine schedule is further detailed in Tactical
Mine Schedule utilising Alastri
TM software. The software
comprises Haul Infinity module where the truck haulage is
simulated to estimate the truck productivity and fuel burn.
Heap Leach operations were commissioned in the last
quarter of 2026 with irrigation commencing in January
2026. The HL OPP is located south of the pit, within PBT
IUP area. Mainly Oxide and Transition ores ore will be
hauled and stacked to Heap Leach Pad.
The CIL ore processing is scheduled to commence in 2028
with nameplate production of 12 Mtpa.
Colluvium material is scheduled to be treated through the
CIL and Mineralized Waste will be dumped as waste
material.
Metallurgical
Factors or
Assumptions
• The metallurgical process proposed
and the appropriateness of that
process to the style of
mineralisation.
• Whether the metallurgical process
is well-tested technology or novel in
nature.
• The nature, amount and
representativeness of metallurgical
test work undertaken, the nature of
the metallurgical domaining applied
and the corresponding metallurgical
recovery factors applied.
• Any assumptions or allowances
made for deleterious elements.
• The existence of any bulk sample or
pilot scale test work and the degree
to which such samples are
considered representative of the
orebody as a whole.
• For minerals that are defined by a
specification, has the ore reserve
estimation been based on the
appropriate mineralogy to meet the
specifications?
The heap leach stacked method (HL) operations and
Cyanide-in-Leach (CIL) is proposed for the project.
Heap Leach Operation
Two zones of HL recovery have been determined for ore
blocks in the pit depending on location - Pani Ridge Heap
Leach Zone and Baganite Heap Leach Zone. The test work
to date showed Pani Ridge ore leaches much better than
Baganite ore due to lower silica content. Hence, Pani
Ridge ore has higher processing recovery than Baganite
ore.
A solid, ‘sol_define_pets_for_heapleach_recovery.dxf’ , was
provided to Mining One to identify Pani Ridge heap Leach
Zone.
Processing Zones for Mine Planning Purpose
Grey: Waste blocks
Blue: Mineralised blocks (Au > 0.01 g/t) outside PETS
IUP, designated potentially for CIL process.
Green: Mineralised blocks (Au > 0.01 g/t) within PETS
IUP and Baganite Heap Leach Zone.
Red: Mineralised Blocks (Au > 0.01 g/t) within PETS
IUP, Pani Ridge Heap Leach Zone
Brown: Solid for Heap Leach Ore Blocks
(‘sol_define_pets_for_ heapleach_recovery.dxf’ )
APPENDIX III COMPETENT PERSON’S REPORT
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Criteria JORC Code Explanation Comments
NewPro has designed the heap leach process plant. The
plant comprises a three-stage crushing circuit producing a
19 mm (100% passing 19 mm) which has lime added as a
neutralising binder and stacked on heaps using truck
dumping and spreading. Gold is recovered from solution
using a pressure carbon in column system, elution and
electrowinning before smelting into doré bars.
Randall Pyper of Kappes Cassiday and Associates
prepared the processing recovery estimation for the Project
Heap Leach operations that used in this Ore Reserves
Estimate, as described in the Leach Performance section of
the feasibility study Metallurgical Basis of Design section.
Heap Leach processing recovery, split into two different
zones (Baganite and Pani Ridge), are:
Heap Leach Processing Recovery*
Zone/
Oxidation Type Unit Gold Silver
Pani Ridge Zone
Oxide . . . . . . . . . % 86.9 42.0
Trans . . . . . . . . . % 85.0 43.0
Fresh . . . . . . . . . % 50.0 42.0
Baganite Zone
Oxide . . . . . . . . . % 70.0 49.0
Trans . . . . . . . . . % 62.0 50.0
Fresh . . . . . . . . . % 36.0 52.0
Lapilli Tuff . . . . . % 75.0 26.0
*Source: Heap Leach Performance section of the feasibility
study Metallurgical Basis of Design section with additional
Metallurgical Test in May 2024
CIL Operation
Graham Brock from the Leo Consulting prepared the
Processing recovery estimation for the Carbon-in-leach
(CIL) project. Combining Gravity and CIL metallurgical
test recovery results from Baganite and PETS zones give
an equation as per following:
Residue Grade = 0.0084 (head grade) + 0.0066
Using CIL results only without gravity gold recovery the
combined data set gives the following equation.
Residue Grade = 0.0645 (head grade) - 0.0016
These equations provide the following information
Head
Grade
GRG + CIL CIL Only Recovery Estimate
Residue
Grade Recovery
Residue
Grade Recovery
Average
of GRG
and CIL
Less 3%
Recovery
g/t Au % g/t Au %
0.30 . . . 0.009 97.0 0.018 94.1 95.6 92.6
0.50 . . . 0.011 97.8 0.031 93.9 95.9 92.9
0.75 . . . 0.013 98.3 0.047 93.8 96.1 93.1
1.00 . . . 0.015 98.5 0.063 93.7 96.1 93.1
1.25 . . . 0.017 98.6 0.079 93.7 96.2 93.2
Further metallurgical test indicates that the recovery
above 1.25 g/t Au should be capped at 92.7%.
Silver recovery is variable compared to the gold recovery.
Using similar data to the estimation of gold recovery, the
average silver recovery showed an averaged value of 74%.
Allowing for operational matters, a silver recovery of 70% is
recommended.
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Criteria JORC Code Explanation Comments
The Mine Planning used the Heap Leach processing
recovery estimation provided by MGR before the final
processing recovery from Randall has been released for the
mine scheduling purposes. The difference between the
estimation and final processing recovery has been
identified, analysed and found to make no material
difference.
Environmental • The status of studies of potential
environmental impacts of the
mining and processing operation.
Details of waste rock
ch a ra c t e r i s a t i o n a n d t h e
consideration of potential sites,
status of design options considered
and, where applicable, the status of
approvals for process residue
storage and waste dumps should be
reported.
The current environmental permits include:
GSM CoW:
® E nv i ro n m e n t a l Pe r m i t ( I L ) ( 3 0 5 / 2 2 / V I I / 2 0 1 6 ) ,
obtained on 15 July 2016
® GSM Addendum AMDAL – No. 146 year 2024 –
obtained on 5 February 2024
® Reclamation Plan Approval (RR) T-No.
383/MB.07/DJB.T/2025 dated 3 March 2025 with a
validity period from 2024 to 2028.
(931/37.06/DJB/2019) valid from 8 May 2019 until 8
May 2023 (the renewal is in process)
® Forestry Borrow and Use Permit (IPPKH) including:
® IPPKH for Operation Production for 999,90 Ha
(1st stage) (SK. 63/1/IPPKH/PMDN/2017) valid
from 3 Jul 2017 until 15 Aug 2024
® Working Area Permit (Penetepan Area Kerja /
PAK IPKKH OP 1st stage) (SK. 4119/MENLHK-
PKTL/REN/PLA.0/6/2018), obtained on 22 June
2018
® Deter mination of Watershed Rehabilitation
Location (1100 Ha) (6855/Menlhk-PDASHL/
KTA/DAS.1/12/2017), obtained on 20 December
2017
® IPPKH Expansion for Operation Production for
787.67 Ha (2nd stage) (SK. 302/Menlhk/Setjen/
PLA.0/4/2019) valid from 24 Apr 2019 until 1 Dec
2049
® Working Area Permit (Penetapan Area Kerja /
PAK IPKKH OP 2nd stage) (SK.
7 4 3 / M E N L H K - P K T L / R E N / P L A . 0 / 2 / 2 0 2 1 ) ,
obtained on 19 February 2021
® Deter mination of Watershed Rehabilitation
Location (850 Ha) (2303/Menlhk- PDASRH/
KTA/DAS.1/3/2023), obtained on 3 March 2023
® Extension and Merger of IPPKH for Gold
Production Operation Activities and Supporting
Facilities in the name of GSM to an area of
1,788.63 Ha.
® Working Area Permit (Penetapan Area Kerja /
PAK PKKH OP 1.788,63 Ha) (SK. 10830/2025),
obtained on 12 November 2025.
PETS IUP:
® Reclamation Plan Approval (RR) (050/DPMESDM-
TRANS/229/VII/2018) from 25 July 2018 -until 9 July
2023 (renewal process underway)
® Forestry Borrow and Use Permit (IPPKH) including:
® Approval of Use of Forest Areas for Production
operation of PT PETS (93,90 Ha)
(310/MENLHK/SETJEN/PLA.0/4/2019) valid
from 29 April 2019 until 3 September 2028
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Criteria JORC Code Explanation Comments
® Working Area Permit (Penetapan Area Kerja /
PAK IPKKH OP) (SK.
8753/MENLHK-PKTL/REN/PLA.0/10/2019),
obtained on 11 Oct 2019
® Deter mination of Watershed Rehabilitation
Location (104 Ha) (5256/Menlhk- PDASHL/KTA/
DAS.1/5/2019), obtained on 31 May 2019
® Deter mination of Environmental Feasibility of
ANDAL (SKKL) (SK.39/SET.KPA/SK/IX/2018),
obtained on 13 September 2018
® Environmental Per mit (205/07/IL/DPM/XI/2018),
obtained on 23 November 2018
® Environmental Per mit (1st Addendum)
(SK.1208/Menlhk/Setjen/Pla.4/12/2022), obtained on
02 December 2022
® Environmental Per mit (2nd Addendum)
(SK.797/2025), obtained on 9 May 2025
® Permit for Surface Water Utilisation of PT PETS
(1382/KPTS/M/2022), obtained on 22 October 2022
Infrastructure • The existence of appropriate
infrastructure: availability of land
for plant development, power, water,
transportation (particularly for
b u l k c o m m o d i t i e s ) , l a b o u r,
accommodation; or the ease with
which the infrastructure can be
provided, or accessed.
Power Supply
The Pani gold mine is less than 15 km from PLN’s (the
Indonesian national power supplier) 150KV main
substation. In the North Sulawesi and Gorontalo regions,
PLN has an electricity surplus of 200 MW , which is more
than sufficient for the electricity needs of the Pani gold
mine of 63 MW during maximum production capacity
when the heap leach operation (10.3 MW) and CIL
operation (52.7 MW) are running in parallel.
A Memorandum of Understanding (MoU) was signed
between Merdeka and PLN on August 8th, 2022, for the
supply of 30MV A of electrical power for the heap leach
operation and followed up with the signing of the
Electricity Sale and Purchase Agreement on 24 August
2023. An amendment to the agreement will be made in the
future to increase power requirements when the CIL plant
comes online.
PLN has started, in late Q4 2023, with the permitting,
design, and construction of a 13 km 150KV Transmission
Line consisting of 38 Towers. The target is to energize this
150 KV line in late Q3 2025.
Fuel Supply
Vendors shall establish a bio-diesel bulk fuel storage
facility of 1,000 kL capacity, dispensing fuel to all
operational vehicles and satellite fuel storage facilities at
the processing plants and within the mining pit
development.
Port Infrastructure
Pani Gold Mine operation will utiliz e the existing
Bumbulan port (owned and operated by the local
government), located 13 km from the Pani site. Bumbulan
port is a conventional cargo port with a draft depth of 6 -
7 m, with long side dock facilities of around 120 m with a
width of 7 m. Loading and unloading activities at
Bumbulan are usually commodity goods with vessels
under GT1000.
An LCT landing facility is currently being constructed at
Bumbulan area. The facility is a combined design between
jetty deck on pile and causeway with a depth of -3.5 m
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Criteria JORC Code Explanation Comments
LWS. The ship that is planned to dock is a 1200 DWT LCT
type ship. The LCT landing facility will significantly
reduce the logistic transport duration and cost for
delivering the construction & mining heavy equipments,
the crushers, processing plant components, and the
electrical transformers.
Heap Leach Infrastructure Area
CIL Infrastructure Area
Costs • The derivation of, or assumptions
made, regarding projected capital
costs in the study.
• The methodology used to estimate
operating costs.
• Allowances made for the content of
deleterious elements.
• The source of exchange rates used in
the study.
• D e r iva t i o n o f t ra n s p o rt a t i o n
charges.
• The basis for forecasting or source
of treatment and refining charges,
penalties for failure to meet
specification, etc.
• The allowances made for royalties
payable, both Government and
private.
All costs were estimated in USD with an exchange rate of
IDR 16,580/USD. The assumption is based on the average
for the period July 2025 to December 2025, being the
applicable cut-off period adopted in preparation of this
report.
A cash flow model was produced based on the mining and
processing activities. Mining One work in collaboration
with MGR to prepare the inputs for cash flow models with
the inputs are derived from the combination of FS 2024,
recent quotes / contract tenders, and benchmarking with
other operations.
The Ore Reserves estimation has been based on the
abovementioned costs.
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Criteria JORC Code Explanation Comments
Revenue
Factors
• The derivation of, or assumptions
made regarding revenue factors
including head grade, metal or
commodity price(s) exchange rates,
t ra n s p o rt a t i o n a n d t re a t m e n t
charges, penalties, net smelter
returns, etc.
• The derivation of assumptions made
of metal or commodity price(s), for
the principal metals, minerals and
co-products
The pit optimisation was iterated for the gold price of
$2,300/oz. Silver, although modelled in the resource
model, was assumed not realise any revenue in generating
the optimal open pit.
A 16% gold royalty, as per government regulation PP No.
19/2025, is included in the Ore Reserve estimate.
For the economic analysis, the assumed gold and silver
prices used are based on the forecast prepared by CRU
Consulting in the report ‘Gold IPO Industry Consultant,
Prepared for PT Merdeka Copper Gold Tbk’, issued in
February 2026.
Gold payable price is based on metal payability of 99.5%
and gold revenue is net of realisation costs of 2.52 $/oz.
Silver payable price is based on metal payability of 98.4%
and silver revenue is net of realisation costs of 2.52 $/oz.
Market
Assessment
• The demand, supply and stock
situation for the particular
commodity, consumption trends and
factors likely to affect supply and
demand into the future. • A
customer and competitor analysis
along with the identification of
likely market windows for the
product. • Price and volume
forecasts and the basis for these
forecasts. • For industrial minerals
the customer specification, testing
and acceptance requirements prior
to a supply contract.
The market assessment was conducted by CRU Consulting
and reported in ‘Gold IPO Industry Consultant, Prepared
for PT Merdeka Copper Gold Tbk’, issued in February
2026.
Economic • The inputs to the economic analysis
to produce the net present value
(NPV) in the study, the source and
confidence of these economic inputs
i n cl u d i n g e s t i m a t e d i n f l a t i o n ,
discount rate, etc.
• NPV ranges and sensitivity to
variations in the significant
assumptions and inputs
All costs used in the generation of the Ore Reserves have
been derived from first principles, supplier quotes,
experiences from other MDKA mine sites, and industry
benchmarks.
The Ore Reserves financial model demonstrates the mine
has a positive NPV .
Social • The status of agreements with key
stakeholders and matters leading to
social licence to operate.
Statutory requirements for the Project are based on
current Indonesian environmental and social laws,
regulations, and international standards and guidelines.
Extensive environmental and social baseline studies have
been conducted at the Project site between 2016 and 2022.
These studies have documented the seasonal variability in
key environmental components as well as provided an
understanding of the social setting for the Project. This
baseline infor mation for med the basis for the
environmental and social impact assessment for the
Project and related management plans.
The environmental and social components of the Pani
Gold Project DFS are aligned with International Finance
Corporation (IFC) guidelines for good international
industry practice (GIIP). In managing environmental and
social issues associated with the project, MGR is
committed to complying with the applicable
environmental and social standards and guidelines
established by the World Bank Group (WBG) and the IFC
as they relate to the Equator Principles (2020).
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Criteria JORC Code Explanation Comments
Other • To the extent relevant, the impact of
the following on the project and/or
on the estimation and classification
of the Ore Reserves:
• A ny i d e n t i f i e d m a t e r i a l
naturally occurring risks.
• The status of material legal
a g re e m e n t s a n d m a rke t i n g
arrangements.
• The status of governmental
agreements and approvals critical to
the viability of the project, such as
mineral tenement status, and
gove r n m e n t a n d s t a t u t o ry
approvals. There must be reasonable
grounds to expect that all necessary
Government approvals will be
received within the timeframes
anticipated in the Pre-Feasibility or
Feasibility study. Highlight and
discuss the materiality of any
unresolved matter that is dependent
on a third party on which extraction
of the reserve is contingent
The Ore Reserves are estimated based on the operations
within PETS IUP and GSM COW .
The nominated waste dump, Waste Dump 1, to place all
waste from HL and CIL pits are located at GSM COW . The
Mineralized waste material will be placed in the Waste
Dump 2.
Mine Industrial Area is proposed to be located at PBT
IUP .
Heap Leach Infrastructure is proposed to be located at
PBT IUP .
Classification • The basis for the classification of
the Ore Reserves into varying
confidence categories.
• Whether the result appropriately
reflects the Competent Person’s
view of the deposit.
• The proportion of Probable Ore
Reserves that have been derived
from Measured Mineral Resources
(if any).
The Ore Reserves classification is based on the 2012 JORC
Code. The basis for the classification was the Mineral
Resources classification and the economic cut-off grades.
All Measured and Indicated Resources above the
nominated economic cut-off grades within the ultimate pit
design were reported as Proven and Probable Ore Reserves
respectively.
The Ore Reserves do not include any Inferred Mineral
Resources.
The Competent Person believes the Ore Reserves declared
are an accurate representation for the Pani Gold Project.
Audits or
Reviews
• The results of any audits or reviews
of Ore Reserve estimates
This Ore Reserves Statement has been prepared by Mr.
Ievan Ludjio of PT Mining One Indonesia, Competent
Person, in consultation with the technical team of MGR.
Internal peer review has been conducted as part of PT
Mining One Indonesia’s company policy.
No external audits have been completed for this Ore
Reserve estimate.
APPENDIX III COMPETENT PERSON’S REPORT
– III-262 –


--- page 702 ---
Criteria JORC Code Explanation Comments
Discussion
of Relative
Accuracy/
Confidence
• Where appropriate a statement of
the relative accuracy and confidence
level in the Ore Reserve estimate
using an approach or procedure
deemed appropriate by the
Competent Person. For example,
the application of statistical or
ge o s t a t i s t i c a l p ro c e d u re s t o
quantify the relative accuracy of the
reserve within stated confidence
limits, or, if such an approach is not
deemed appropriate, a qualitative
discussion of the factors which
could affect the relative accuracy
and confidence of the estimate.
• The statement should specify
whether it relates to global or local
estimates, and, if local, state the
relevant tonnages, which should be
relevant to technical and economic
evaluation. Documentation should
include assumptions made and the
procedures used.
• A c c u ra cy a n d c o n f i d e n c e
discussions should extend to specific
discussions of any applied
Modifying Factors that may have a
material impact on Ore Reserve
viability, or for which there are
remaining areas of uncertainty at
the current study stage.
• It is recognised that this may not be
possible or appropriate in all
circumstances. These statements of
relative accuracy and confidence of
the estimate should be compared
with production data, where
available.
The study is conducted at Feasibility Study with the
exceptions as follows:
• Heap Leach Infrastructure and Heap Leach Pad
Geotechnical Study is at PFS level
• Pit Geotechnical Study is at PFS level
• Studies on Tailings storage facility (TSF) and filtered
tailings facility (FTF) are at a PFS level.
APPENDIX III COMPETENT PERSON’S REPORT
– III-263 –


--- page 703 ---
GENERAL PROVISIONS
The Articles of Association of our Company serve as our principal governance document and
are legally binding on our Company itself, its shareholders, members of the Board of
Directors (“ BOD ”) and Board of Commissioners (“ BOC ”). In accordance with Indonesian
Companies Law, the Articles of Association regulate the Company’s organizational structure,
decision-making procedures, and internal conduct. They establish the rights and obligations
of each member of the BOD, BOC and shareholders, and provide the legal basis for corporate
actions, including shareholder meetings, director appointments, and changes in capital. As
such, any action taken by our Company or its BOD, BOC and shareholders must be consistent
with the provisions of our Company’s Articles of Association, and any breach may give rise to
legal consequences under the Indonesian Companies Law. As the main purpose of this
summary is to provide an overview of the Articles of Association, it may not necessarily
contain all information that is important for prospective investors.
OBJECTIVES AND PURPOSE OF THE COMPANY
The purpose and objective of our Company is to engage in holding company activities and
management consulting activities.
To achieve the above objectives and purposes, our Company may carry out the following main
business activities:
(i) Holding company activities, including ownership and/or control of its subsidiaries; and
(ii) Other management consulting activities, where the main activities (as relevant) are to
provide advice, guidance and operational assistance on business and other
organizational and management issues, such as strategic and organizational planning,
financial decisions, marketing objectives and policies, planning, human resource
practices and policies, scheduling and production control.
To achieve the objectives and purposes and to support the main business activities of our
Company as described above, our Company may carry out the following supporting business
activities:
(i) Services provided as advisors and negotiators in designing company mergers and
acquisitions;
(ii) Providing services including advisory assistance, guidance and operational assistance
for business and other organizational and management issues, such as strategic and
organizational planning; financial decisions; marketing objectives and policies; human
resource planning, practices and policies; production scheduling and control planning,
including advisory assistance, guidance and operational assistance for various
management functions, management consulting on agronomy and agricultural
economics in the field of agriculture and similar fields, the design of accounting
methods and procedures, cost accounting programs, budget monitoring procedures,
advice and assistance for businesses and community services in planning, organizing,
efficiency and supervision, management information and others. This includes
infrastructure investment study services.
CAPITAL AND SHARES
Our current authorised capital is IDR3,000,875,976,000.00 which is divided into
20,005,839,840 shares with nominal value IDR150 per share. Our issued and paid-up capital
are 14,731,366,060 shares with nominal value IDR2,209,704,909,000.00.
We only recognise one individual or one legal entity as the owner of a single share. If, for any
reason, a share becomes jointly owned by several persons, they must appoint in writing one of
them or another individual as their joint proxy. Only the appointed proxy shall be entitled to
exercise the legal rights attached to the share. Until this requirement is fulfilled, the joint
owners are not entitled to vote at the general meeting of shareholders, and dividend payments
on the share will be suspended.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-1 –


--- page 704 ---
Each shareholder is required to comply with our Articles, all resolutions lawfully adopted at
the general meeting of shareholders, and applicable laws and regulations. As our shares are
listed on the Indonesia Stock Exchange (“ IDX ”), the rules of the IDX shall apply.
CHANGE OF CAPITAL STRUCTURE
Our Company may change its capital structure as long as it complies with the following
provisions:
• Shares that are still in reserve will be issued according to the Company’s capital needs,
at the time and in the manner, price and conditions determined by the BOD based on
the approval of the general meeting of shareholders (“ GMS ”) and compliance with
applicable capital market regulations. The BOD is authorized to implement such
issuance and to determine the timing, manner, price, and other terms and conditions
thereof within the limits approved by the GMS, with due regard to the provisions
contained in the articles of association, the Indonesian Companies Law, regulations
and laws applicable in the capital market sector, including regulations governing capital
increases without pre-emptive rights and regulations of the “IDX” where the
Company’s shares are listed.
• Each additional issued share in reserve must be fully paid up. Payment for shares in
forms other than cash, whether tangible or intangible assets, must comply with the
following provisions: (i) the asset to be used as capital contribution must be disclosed to
the public concurrently with the announcement of the GMS regarding such
contribution; (ii) the asset used as capital contribution must be appraised by an
appraiser registered with the Financial Services Authority ( Otoritas Jasa Keuangan or
“OJK ”) and be supported by an independent fairness opinion in connection with such
non-cash capital contribution, and must not be pledged in any way; (iii) approval must
be obtained from the GMS with the applicable quorum, as relevant; (iv) if the asset used
as capital contribution is in the form of the Company’s shares listed on the IDX, its
price must be determined based on fair market value; and (v) if the contribution
originates from retained earnings, share premium, the Company’s net profit, and/or
other equity components, such retained earnings, share premium, net profit, and/or
other equity components must be included in the latest annual financial statements
audited by an accountant registered with OJK with an unqualified opinion or an
equivalent result.
• An increase in authorized capital that results in issued and paid-up capital being less
than 25% (twenty-five percent) of the authorized capital may be carried out provided
that: (i) approval has been obtained from the GMS to increase the authorized capital;
(ii) approval has been obtained from the Indonesian minister in charge of governmental
affairs in the legal sector; (iii) the increase in issued and paid-up capital so that it
becomes at least 25% (twenty-five percent) of the authorized capital must be carried out
within a maximum period of six months after obtaining approval from the Indonesian
Minister as referred to in item (ii); (iv) if the increase in paid-up capital as referred to in
item (iii) is not fulfilled, then the Company must amend its Articles of Association so
that the paid-up capital becomes at least 25% (twenty-five percent) of the authorized
capital, within two months after the period in item (iii) is not fulfilled, and the
Company is obliged to obtain approval from the Indonesian Minister in charge of
governmental affairs in the legal sector for the reduction of the authorized capital; and
(v) the GMS approval as referred to in item (i) also includes approval to amend the
Articles of Association as referred to in item (iv).
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-2 –


--- page 705 ---
• The increase in paid-up capital becomes effective upon the occurrence of the payment,
and the shares issued shall have the same rights as other shares of the same
classification issued by the Company, without the prejudice to the Company’s
obligation to submit notification to the Indonesian minister in charge of governmental
affairs in the legal sector.
TRANSFER OF SHARES
In the event of a change in ownership of a share, the original owner registered in the
Shareholders Register shall continue to be deemed a shareholder until the new shareholder
has been recorded in the Company’s Shareholders Register, without prejudice to the approvals
required from the relevant authorities and applicable laws and regulations, as well as the rules
of the IDX where the Company’s shares are listed.
Any transfer of rights over shares must be evidenced by documents signed by or on behalf of
the party transferring the rights and by or on behalf of the party receiving the transfer of
rights over the shares concerned. The share transfer documents must comply with the
regulations in the capital market sector applicable in Indonesia, where the Company’s shares
are listed, without prejudice to the provisions of applicable laws and regulations. Further, the
form and procedure for transferring rights over shares traded on the capital market must
comply with the laws and regulations in the Indonesian capital market sector.
The BOD may refuse to register the transfer of rights over shares in the Company’s
Shareholders Register if the procedures required under the Company’s Articles of Association
and/or applicable laws and regulations are not fulfilled, or if any condition or approval
required to be given to the Company by the competent authority or other party is not met. If
the BOD refuses to record the transfer of rights over shares, within 30 (thirty) days from the
date the registration request is received by the Company’s BOD, the BOD must send a notice
of refusal to the party intending to transfer its rights. With respect to the Company’s shares
listed on the stock exchange in Indonesia, any refusal to record the transfer of rights over
shares must comply with the laws and regulations in the capital market sector and the rules of
the IDX where the Company’s shares are listed.
GENERAL MEETING OF SHAREHOLDERS
GMS is the highest governing organ of a company. Accordingly, the GMS exercises certain
powers and authorities that are not vested in the Board of Directors or the Board of
Commissioners. Through the GMS, shareholders participate in the decision-making process
of the company by exercising their voting rights on matters that affect the company.
Annual GMS (“AGMS”)
The AGMS is a meeting of shareholders held annually and must be convened within a
maximum period of six months after the end of the financial year or within another time limit
under certain conditions as stipulated by the OJK.
During the AGMS, the following matters must be presented to and/or approved by the
shareholders at the meeting:
(i) the annual report reviewed by the BOC and the ratification of the financial statements;
(ii) the report on supervisory duties by the BOC;
(iii) the determination of profit allocation, if the Company has positive retained earnings
balance;
(iv) (taking effect upon or prior to the Listing) the appointment, removal, and
determination of the remuneration of a registered public accountant; and
(v) resolutions on other GMS agenda items duly submitted in accordance with the
provisions of the Articles of Association.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-3 –


--- page 706 ---
Extraordinary GMS (“EGMS”)
An EGMS may be convened at any time as needed to discuss and decide on meeting agenda
items, except for those agenda items intended for the AGMS, while observing applicable laws
and regulations as well as the Articles of Association.
Notice and Invitation of GMS
Prior to issuing a notice and invitation of GMS to the Company’s shareholders, the Company
must first submit a notification of the GMS agenda to OJK no later than 5 (five) business
days, excluding the date of the announcement, prior to the GMS announcement date. The
meeting agenda must be disclosed clearly and in detail. In the event of any changes to the
agenda, the Company is required to submit such changes to the OJK no later than the date of
the GMS invitation.
The BOD must announce the GMS to the Company’s shareholders no later than 14 (fourteen)
days, excluding the date of the announcement and the date of invitation of GMS, prior to the
GMS invitation date. Subsequently, the Company must send out an invitation for the GMS no
later than 21 (twenty-one) days before date of the GMS, excluding the date of invitation and
the date of the GMS.
Quorum of GMS
In convening a GMS, the Company must ensure that the required quorum is met for the GMS
to be validly held and for its resolutions to be adopted. Under the Company’s Articles of
Association, such quorums in general are as follows:
First GMS Second GMS Third GMS
Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions
More than
1∕2 of
the total
number of
shares with
valid voting
rights present
or represented
More than
1∕2 of
the voting
rights present
Minimum of 1∕3
of the total
number of
shares with
valid voting
rights present
or represented
More than
1∕2 of
the voting
rights present
Determined by
OJK upon the
Company’s
request
Determined by
OJK upon the
Company’s
request
The above quorum and approval thresholds will also apply to corporate actions that require
GMS approval, including actions that may result in share dilution, such as rights issue. For
share dilution due to private placements, the applicable quorum and threshold shall be that of
an Independent GMS, as elaborated below.
Furthermore, the Company’s Articles of Association set out the attendance quorum and
voting quorum for GMS attended by the Company’s independent shareholders (also known as
“Independent GMS ”), as follows:
First Independent GMS Second Independent GMS Third Independent GMS
Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions
More than
1∕2 of
the total
number of
shares with
valid voting
rights held by
independent
shareholders
More than
1∕2 of
the total
number of
shares with
valid voting
rights owned by
independent
shareholders
More than
1∕2 of
the total
number of
shares with
valid voting
rights held by
independent
shareholders
More than
1∕2 of
the total
number of
shares with
valid voting
rights owned by
independent
shareholders in
attendance
Determined by
OJK upon the
company’s
request
More than 50% of
the total
number of
shares owned by
independent
shareholders in
attendance
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-4 –


--- page 707 ---
In addition, the Articles of Association also specifically regulates the attendance quorum and
voting quorum of the GMS for an agenda item relating to (i) the transfer of Company assets
amounting to more than 50% (fifty percent) of the Company’s net assets, whether in 1 (one)
transaction or several transactions that are related to one another or not and/or (ii) the
encumbrance of Company assets as security for indebtedness amounting to more than 50%
(fifty percent) of the Company’s net assets, whether in 1 (one) transaction or several
transactions that are related to one another or not, shall be as follows:
First GMS Second GMS Third GMS
Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions
At least
3∕4 of the
total shares
with valid
voting rights
present or
represented at
the GMS
More than
3∕4 of
the total shares
with valid
voting rights
present
At least 2∕3 of the
total shares
with valid
voting rights
present or
represented at
the GMS
More than
3∕4 of
the total shares
with valid
voting rights
present
Determined by
OJK upon the
company’s
request
Determined by
OJK upon the
company’s
request
Moreover, the Articles of Association also specifically regulates the attendance quorum and
voting quorum of the GMS for an agenda item relating to any amendment to the Articles of
Association shall be resolved as follows:
First GMS Second GMS Third GMS
Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions Attendance
Approval of
Resolutions
At least 2/3 of the
total shares
with valid
voting rights
present or
represented at
the GMS
More than 2/3 of
the total shares
with valid
voting rights
present
At least 3/5 of the
total shares
with valid
voting rights
present or
represented at
the GMS
More than ½ of
the total
number of
shares with
valid voting
rights present
Determined by
OJK upon the
company’s
request
Determined by
OJK upon the
company’s
request
The above quorum and approval thresholds shall also apply to any amendments to the
Articles of Association, resulting in an increase in the Company’s capital.
Appointment of Proxy
Shareholders may grant authority to another party, by way of a power of attorney, to attend
and/or vote at the GMS in accordance with the provisions of the applicable laws and
regulations. Members of the Board of Directors, members of the Board of Commissioners,
and employees of the Company may act as proxies at the GMS, except in the case of granting
electronic powers of attorney. However, any votes they cast as proxies at the GMS shall not be
counted in the voting process. In the event that the principal attends the GMS in person, the
authority of the proxy to vote on behalf of the principal shall be deemed revoked.
An electronic proxy holder must have legal capacity, must not be a member of the Board of
Directors, a member of the Board of Commissioners, or an employee of the Company, and
must be registered in the electronic GMS system or in a system provided by the Company, if
the Company uses such system.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-5 –


--- page 708 ---
Convening of GMS
A GMS is generally convened by the BOD. As a starting point, the BOD is the primary organ
responsible for organizing and calling both annual and EGMS in accordance with the
applicable laws and the Company’s Articles of Association. A GMS may be convened upon
the request of: (i) one or more shareholders jointly representing at least 1∕10 (one-tenth) or
equivalent to 10% (ten percent) of the total shares with voting rights, unless the Articles of
Association stipulate a smaller amount; or (ii) the BOC. The request to hold a GMS must be
submitted to the BOD by registered mail accompanied by the reasons and must not conflict
with applicable laws and regulations as well as the Company’s Articles of Association. The
registered mail submitted by the shareholders must be copied to the BOC.
One or more shareholders jointly representing
1∕20 (one-twentieth) or equivalent to 5% (five
percent) of the total shares with voting rights issued by the Company may propose GMS
agenda items in writing to the GMS organizer no later than seven days before the GMS
invitation is issued.
The Company must provide the GMS agenda materials to shareholders, which can be accessed
and downloaded through the Company’s website and/or e-GMS platform from the date of the
GMS invitation until the date of the GMS, unless an earlier date is stipulated under applicable
laws and regulations.
The BOC also has the authority to step in to convene a GMS, but only in specific
circumstances as prescribed by Indonesian Companies Law and OJK Regulation 15/2020.
In particular, such circumstances are:
(i) if the BOC have validly requested the BOD to convene a GMS and the BOD fails to act
on such request within the prescribed timeframe, as required under applicable laws or
the articles of association.
(ii) if shareholders who meet the applicable shareholding threshold have validly requested
the BOD to convene a GMS and the BOD fails to act on such request within the
prescribed timeframe, the shareholders may submit a request to convene the GMS to
the BOC, pursuant to which the BOC may convene a GMS on such request within the
prescribed timeframe.
(iii) where all members of the BOD are suspended, are dismissed, have resigned, or are
otherwise unable to perform their duties, the BOC may temporarily assume the
management of the company and, in that capacity, convene a GMS as necessary, subject
to compliance with the procedural requirements set out in OJK Regulation No. 15/2020.
V ARIATION OF RIGHTS
Dividend Rights, including Time Limits on Dividend Rights
The Company must deliver dividends, bonus shares, or other rights related to share ownership
to the Indonesian Central Securities Depository for shares in Collective Custody at the
Indonesian Central Securities Depository, which will then forward the dividends, bonus
shares, or other rights to the Custodian Bank and Securities Company for the benefit of each
account holder at the respective Custodian Bank and Securities Company.
The Company must deliver dividends, bonus shares, or other rights related to share ownership
to the Custodian Bank for shares in Collective Custody at the Custodian Bank that form part
of the mutual fund portfolio in the form of a collective investment contract and are not
included in Collective Custody at the Indonesian Central Securities Depository.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-6 –


--- page 709 ---
The deadline for determining the Securities Account holders entitled to receive dividends,
bonus shares, or other rights related to share ownership in Collective Custody shall be set by
the GMS, provided that the Custodian Bank and Securities Company must submit a list of
Securities Account holders along with the number of Company shares owned by each account
holder to the Indonesian Central Securities Depository no later than the date used as the basis
for determining shareholders entitled to receive dividends, bonus shares, or other rights,
which shall then be submitted to the Company no later than one business day after such date.
The Company may distribute interim dividends before the end of the Company’s fiscal year in
accordance with applicable laws and regulations. However, in the event that at the end of the
relevant financial year, the Company incurs a loss, the shareholders who have received such
interim dividends shall be required to return the dividends to the Company pursuant to
Indonesian laws.
Profits distributed as dividends that are not claimed within five years after being made
available for payment shall be transferred to a special reserve fund designated for that
purpose. Dividends in this special reserve fund may be claimed by the entitled shareholders
before the five-year period expires by presenting proof of entitlement to the dividend
acceptable to the Company’s BOD. Dividends not claimed after a period of ten years shall
become the property of the Company.
Voting Rights
If there are fractional nominal shares, the holders of such fractional shares shall not be
granted individual voting rights, unless the holders of fractional shares, either individually or
jointly with other holders of fractional shares of the same share classification, hold a nominal
value equal to one full share of that classification. These holders of fractional shares must
appoint one among them or another person as their joint proxy, and the appointed or
authorized person shall be entitled to exercise the rights granted by law over such shares.
Shareholders with voting rights who attend the GMS but do not cast a vote (abstain) shall be
deemed to have cast the same vote as the majority of shareholders who voted.
Rights to the Distribution of Remaining Assets in the Event of Liquidation
If the Company is dissolved, including dissolution based on a resolution of the GMS or a
court decision, liquidation must be carried out by a liquidator or curator. The liquidator must
comply with applicable legal requirements. The remaining liquidation proceeds must be
distributed to the shareholders, each receiving a portion in proportion to the fully paid
nominal value of the shares they hold.
Pre-emptive Rights
The Company may increase its issued and paid-up capital through a rights issue by offering
Pre-emptive Rights to all shareholders of the Company. Pre-emptive Rights may be
transferred and traded. Payment for shares in forms other than cash in connection with the
Company’s capital increase through the granting of Pre-emptive Rights must comply with the
requirements stipulated in the subsection above (titled “ Change of Capital Structure ”).
Furthermore, share issuances without pre-emptive rights (on a non-pro-rata basis) are subject
to approval from the independent shareholders of the Company (i.e. could not be controlled
by the Company’s controlling shareholder) and is subject to a maximum of 10% increase from
the issued and paid-up capital (unless the Company is under financial distress), hence being
more restrictive.
BOARD OF DIRECTORS
In principle, the BoD is the company organ that bears full responsibility for the day-to-day
management of the Company, acting in the best interests of the Company and in accordance
with its purposes and objectives. Based on OJK Regulation No. 33/2014, the Company shall
be managed and led by a BOD consisting of two or more members. If more than one member
of the BOD is appointed, one of them may be designated as President Director. Members of
the BOD are appointed by the GMS, each for a term commencing from their appointment
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-7 –


--- page 710 ---
until the closing of the third annual GMS thereafter, without prejudice to the right of the
GMS to dismiss them at any time. Upon the expiration of their term, such members may be
reappointed by the GMS.
The BOD shall have the right to represent the Company inside and outside the courts in all
matters and circumstances, bind the Company to other parties and other parties to the
Company, and perform all acts, whether related to management or ownership, subject to the
following limitations: (i) borrowing or lending money on behalf of the Company (excluding
withdrawals of Company funds from banks) in amounts exceeding the value determined by
the BOC; and (ii) establishing a new business or participating in another company (initial
participation), whether domestically or abroad, must first obtain written approval from the
BOC.
Two members of the BOD acting jointly shall have the right and authority to act for and on
behalf of the BOD and represent the Company.
The division of duties and authorities among members of the BOD shall be determined by the
GMS. If the GMS does not determine such division, it shall be set out pursuant to a resolution
of the BOD.
Without prejudice to the responsibilities of the BOD, the BOD may grant written power of
attorney to one or more attorneys-in-fact to, for and on our behalf, carry out certain legal
actions as specified in the relevant power of attorney.
If a member of the BOD has a conflict of interest with the Company, the Company shall be
represented by another member of the BOD. If all members of the BOD have a conflict of
interest with the Company, then in such case the Company shall be represented by the BOC or
another party appointed by the GMS who does not have a conflict of interest with the
Company, without prejudice to the provisions in the Company’s Articles of Association.
The term of office of a member of the BOD ends if (i) the term of office expires and is not
reappointed; (ii) resigns in accordance with the provisions of this Article of Association; (iii)
passes away; (iv) is dismissed based on a resolution of the GMS; (v) is declared bankrupt or
placed under guardianship by a court decision; and (vi) no longer meets the requirements
under applicable laws and regulations. In the event, that a member of the BOD resigns, the
Company is required to convenes a GMS to approve such resignation within 90 days since the
resignation letter is received.
The BOD is authorised to represent the Company in and outside the court, to bind the
Company with third parties, and to carry out all actions relating to the management and
ownership of the Company. However, any borrowing or lending of funds on behalf of the
Company (excluding withdrawals of bank deposits) exceeding the limit determined by the
BOC, as well as the establishment of new businesses or first-time participation in other
companies, whether domestically or overseas, shall require prior written approval from the
Board of Commissioners.
In addition, any transfer, release of rights, or encumbrance of assets exceeding 50% of the
Company’s total net assets in one fiscal year, whether conducted in one or more related or
unrelated transactions, must be approved by the GMS.
The determination of the scope and allocation of duties and authorities of each Director, as
well as the amount and form of remuneration to which they are entitled, falls within the
exclusive authority of the GMS. The GMS may delegate its authority to determine the
amount of remuneration payable to the BOD to the BOC. The GMS may also delegate its
authority to determine the division of duties and responsibilities among the Directors to the
BOD. The Indonesian Companies Law and/or the company’s articles of association may also
require the BOD to obtain prior approval from the GMS or the BOC before carrying out
certain activities.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-8 –


--- page 711 ---
BOARD OF COMMISSIONERS
The BOC shall consist of at least two or more members (one of whom may be appointed as
President Commissioner), including Independent Commissioners, with the number adjusted
to comply with the requirements under applicable capital market laws and regulations.
Members of the BOC are appointed by the GMS for a term commencing from their
appointment until the closing of the third annual GMS thereafter, without prejudice to the
right of the GMS to dismiss them at any time. Upon the expiration of their term, such
members may be reappointed by the GMS.
The BOC supervises management policies, the general course of management, both
concerning the Company and its business, provides advice to the BOD, and performs other
duties as stipulated in the Company’s Articles of Association. The BOC shall, with good faith
and full responsibility, perform its duty in the interest of the company in line with the
Company’s purpose and objectives. The BOC must also ensure that the Company performs its
social responsibilities and considers the interests of the various stakeholders in the Company.
The BOC must also monitor the effectiveness of good corporate governance practices. During
the Company’s business days and hours, the BOC shall have the right to enter the Company’s
buildings, premises, or other places used or controlled by the Company and shall have the
right to inspect all books, letters, and other evidence, inventory, examine and verify the cash
position, and other matters, as well as the right to be informed of all actions taken by the
BOD. In carrying out its duties, the BOC shall have the right to obtain explanations from the
BOD or any member of the BOD regarding all matters required by the BOC. A member of the
BOC appointed by the BOC may preside over the GMS.
The term of office of a member of the BOC ends if (i) the term of office expires and is not
reappointed; (ii) resigns in accordance with the provisions of this Article of Association; (iii)
passes away; (iv) is dismissed based on a resolution of the GMS; (v) is declared bankrupt or
placed under guardianship by a court decision; and (vi) no longer meets the requirements
under applicable laws and regulations.
In general, the BOC acts on a collective and collegial basis and functions as a single corporate
organ, rather than through individual commissioners. Accordingly, individual members of the
BOC do not, in their personal capacity, represent or bind the BOC, unless such authority has
been expressly delegated pursuant to a resolution of the BOC or as provided under the
Company’s Articles of Association.
The BOC is also authorised, in accordance with applicable laws and regulations, to
temporarily suspend a member of the BoD, with the reasons for such suspension notified in
writing to the relevant BOD member. In connection with any temporary suspension, the BOC
is required to convene a GMS to decide whether to revoke or affirm the suspension. Such
GMS must be held no later than 90 days from the date of the temporary suspension.
If the GMS is not convened within the prescribed period, the temporary suspension shall
lapse by operation of law. At the relevant GMS, the temporarily suspended member of the
BOD is afforded the opportunity to present a defence.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-9 –


--- page 712 ---
CORE SHAREHOLDER PROTECTION STANDARDS
Rule 8.14A of the Listing Rules requires that a listed issuer’s memorandum and articles of
association (or equivalent document) shall (i) conform with the relevant parts of Appendix A1
to the Listing Rules and the related guidance materials in Chapter 2.1 of the Guide for New
Listing Applicants, and (ii) on the whole, not be inconsistent with the Listing Rules and the
laws of the place where the listed issuer is incorporated or otherwise established.
Rule 19C.02A(b) provides that the Stock Exchange reserves the right, in its absolute
discretion, to refuse a listing of securities of an overseas issuer if in its opinion that, among
other things, the overseas issuer’s primary listing is or is to be on an exchange that cannot
provide the shareholder protection standards that are at least equivalent to those provided in
Hong Kong.
The Company is incorporated in Indonesia and is primarily listed on the IDX, therefore the
Company is subject to, among other things, the Indonesian Companies Law and the
regulations from the OJK. Set out below is a discussion on the core shareholder protection
standards offered under the Company’s Articles and the Indonesian laws and regulations (the
“Domestic Standards ”), which includes any proposed measures to address any differences
between the Domestic Standards and Listing Rules (the “ Proposed Measures ”) that we
consider material to our Shareholders and potential investors and as required under Appendix
A1 to the Listing Rules.
Under Indonesian laws and the Articles, there is a quorum requirement on each and every
resolution under the GMS and in the event that the required attendance quorum is not met
with for a resolution, there is a relevant “fall-back” mechanisms where the resolutions/GMS
may be reconvened for up to two times with an adjusted attendance quorum and/or approval
threshold (the “ Fall-back Mechanism ”). For the avoidance of doubt, the Fall-back
Mechanism would only apply in circumstances that the attendance quorum is not met and
would not apply if the voting approval threshold was not met, i.e. if the attendance quorum
was met but the resolution did not receive enough votes for approval, the Fall-back
Mechanism would not be applicable.
Set out below is an illustration on the Fall-back Mechanism for items requiring ordinary
resolutions under the Articles (the “ Ordinary Resolution Item(s) ”). The Fall-back Mechanism
is two-fold (i.e. there could be a maximum of three GMS to determine a resolution) and the
OJK, being the primary regulator of listed issuers in Indonesia, would have the ultimate
authority to consider and determine the attendance quorum and the approval threshold in
case the attendance quorum is not satisfied at both the first and second GMS.
Initial Requirement (“First GMS”) 1st Fallback (“Second GMS”) 2nd Fallback (“Third GMS”)
Attendance
Quorum
Approval
threshold
Attendance
Quorum
Approval
threshold
Attendance
Quorum
Approval
threshold
more than 1/2 of
total shares
with valid
voting rights
present or
represented
more than 1/2 of
the voting rights
present
at least 1/3 of the
total shares with
valid voting
rights present or
represented
more than 1/2 of
the voting rights
present
determined by the
OJK upon the
Company’s
request
determined by the
OJK upon the
Company’s
request
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-10 –


--- page 713 ---
Therefore, in the event that the second GMS was unable to reach the necessary attendance
quorum, the Company must consider whether to continue pursuing such resolutions/agenda
items, and if so, it will have to submit an application to the OJK under Article 21 of OJK
Regulation No. 15 of 2020 concerning Planning and Conduct of the General Meeting of
Shareholders of a Public Company (“ OJK Regulation No. 15/2020 ”) to determine the
attendance quorum and approval threshold requirement for the Third GMS. Such application
should contain (i) the attendance quorum requirements for the GMS as stipulated in the
Articles; (ii) the list of attendance of shareholders in the First GMS and Second GMS; (iii) the
total shareholders entitled to attend the First GMS and Second GMS; (iv) efforts that have
been undertaken by the Company to fulfil the attendance quorum requirement for the Second
GMS; and (v) any proposed attendance quorum for the Third GMS and the justification for
such proposed attendance quorum. Once such application is made to the OJK, the attendance
quorum and approval thresholds for the Third GMS will be determined by the OJK, which
aims to balance the need to ensure the smooth operation of such Indonesian public
companies, and the interests of the investors. For the avoidance of doubt, none of the
resolutions previously proposed by the Company required a Second GMS nor a Third GMS
since it became a public company in Indonesia.
There is no cooling-off period between a GMS that voted negatively on a particular agenda
item and a new GMS is held to approve the same agenda, except with respect to the following
agenda:
(1) material transactions subject to GMS approval;
(2) change of business activities;
(3) affiliated party transactions subject to approval from independent shareholders;
(4) conflict of interest transactions; and
(5) change of status from public company to non-public company.
If any of the agenda as mentioned in number (1) to (5) above fails to obtain approval from
shareholders pursuant to the applicable approval threshold, a cooling-off period of 12
months applies, calculated from the date on which the relevant GMS fails to obtain such
approval.
In addition, the OJK Regulation No. 45 of 2024 on the Development and Strengthening of
Issuers and Public Companies requires controlling shareholders (as defined in Indonesian
Laws and regulations) to assume certain responsibilities to (i) ensure that the issuer shall
timely convene the AGMS; (ii) attend any GMS as convened by the issuer (“ GMS Attendance
Responsibility ”); (iii) safeguard the continuity of the issuer’s business; and (iv) participate in
the resolutions relating to the appointment of the members of the BOD and BOC. Failure to
comply with such requirement constitutes a breach on the controlling shareholder’s part and
could result in enforcement actions and sanctions, including a formal warning letter and a
monetary fine.
Therefore, an Indonesian public company’s controlling shareholder is responsible for its
attendance at each and every GMS, whether it be an AGMS or an EGMS. The obligation of
the controlling shareholder to ensure that the public company convenes a GMS applies
specifically to the annual GMS, as the annual GMS is a mandatory meeting that must be held
annually.
By contrast, EGMS are convened only for particular circumstances of the public company
and are not certain to be held on an annual basis. Accordingly, this provision does not impose
an obligation on the controlling shareholder to ensure the convening of an EGMS but rather
focuses on its responsibility to attend when such meetings are held.
Given MCG held approximately 63.33% of our total issued and paid-up share capital as at the
Latest Practicable Date and is our controlling shareholder under the Indonesian laws, its
attendance is required for all GMS convened by the Company under the GMS Attendance
Responsibility. Therefore, the Fall-back Mechanism would unlikely be triggered so long as
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-11 –


--- page 714 ---
MCG attends all GMS of the Company, unless the MCG is not permitted to vote or is
required to either abstain or vote against in a resolution under Indonesian laws or the Listing
Rules, or that the attendance threshold of a GMS is higher than MCG’s holding in our total
issued and paid-up share capital.
Notwithstanding its GMS Attendance Responsibility under the Indonesian laws, the
Company and MCG propose to undertake to the Stock Exchange that, upon the Listing, for
so long as the HDRs of the Company remain listed on the Stock Exchange (the “ Quorum
Undertakings ”):
a) MCG shall remain the majority shareholder of the Company (i.e. holding more than
50% of the Company’s voting interests and any pledges made by MCG shall not affect
its voting rights in such shares, subject to the prevailing Indonesian laws and
regulations);
b) comply with the GMS Attendance Responsibility by attending all GMS of the
Company (subject to any resolutions that only Independent Shareholders (as defined
under Indonesian laws) could attend); and
c) in the event that, for any reason, the attendance quorum of the Second GMS was not
met, the Company will request for a determination from the OJK on the attendance
quorum and the approval threshold for resolution to proceed to the third GMS.
Appointment and Removal of Directors
Paragraph 4(2) of Appendix A1 to the Listing Rules requires that any person appointed by the
directors to fill a casual vacancy on or as an addition to the board shall hold office only until
the first annual general meeting of the issuer after his appointment and shall then be eligible
for re-election.
Paragraph 4(3) of Appendix A1 to the Listing Rules further requires that where not otherwise
provided by law, the members in general meeting shall have the power by ordinary resolution
to remove any director (including a managing or other executive director, but without
prejudice to any claim for damages under any contract) before the expiration of his term of
office.
Pursuant to Article 17(2) and 20(3) of the Articles (as amended), members of our Board of
Directors and Board of Commissioners shall be appointed by the General Meeting of
Shareholders, each for a term commencing from their appointment until the closing of the
third subsequent annual GMS, without prejudice to the right of the GMS to dismiss them at
any time as an Ordinary Resolution Item.
We believe that the Domestic Standards, taken together with the Quorum Undertakings,
comply with the shareholder protection standards under Paragraphs 4(2) and 4(3) of
Appendix A1 to the Listing Rules.
Annual general meetings
Paragraph 14(1) of Appendix A1 to the Listing Rules requires that an issuer must hold a
general meeting for each financial year as its annual general meeting. Generally, an issuer
must hold its annual general meeting within six months after the end of its financial year.
Article 11(3) of our Articles, together with Article 78(2) of Indonesian Companies Law as well
as Articles 2(2) and 2(3) of OJK Regulation No. 15/2020, stipulate that an annual general
meeting of shareholders must be held no later than 6 (six) months after the end of the
financial year, or within any other time limit under certain conditions as stipulated by the
OJK. Such provisions provide that the OJK will have the statutory power, in certain
circumstances, to grant an extension for Indonesian public companies to convene annual
GMS beyond the required six-month period after the end of the financial year. According to
our Indonesian legal adviser, such statutory power would only be exercised in extraordinary
circumstances and would not be exercised on individual listed issuers, and historically has
only been exercised due to the COVID-19 epidemic.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-12 –


--- page 715 ---
We believe that the Domestic Standards comply with the shareholder protection standard
under Paragraph 14(1) of Appendix A1 to the Listing Rules.
Notice of general meetings
Paragraph 14(2) of Appendix A1 to the Listing Rules requires that an issuer must give its
members reasonable written notice of its general meetings. “Reasonable written notice”
normally means at least 21 days for an annual general meeting and at least 14 days for other
general meetings. This is unless it can be demonstrated that reasonable written notice can be
given in less time.
Article 17(1) of OJK Regulation No. 15/2020 stipulates that an Indonesian public company
must publish the GMS invitation on its website and the website of IDX and KSEI no later
than 21 clear days before the GMS date, stating, among other things, the date of the GMS and
its venue, the GMS agenda, an explanation on each of the items to be transacted in the GMS,
the entitlement of the shareholders who can attend the GMS and information and
instructions for shareholders to grant proxy through electronic GMS. The Company is of the
view that such GMS invitation would serve the same purposes and is equivalent to “written
notice” under paragraph 14(2) of Appendix A1 of the Listing Rules.
We believe that the Domestic Standards comply with the shareholder protection standard
under Paragraph 14(2) of Appendix A1 to the Listing Rules.
Right to speak and vote at the general meeting
Paragraph 14(3) requires that members must have the right to (1) speak at a general meeting;
and (2) vote at a general meeting except where a member is required, by the Listing Rules, to
abstain from voting to approve the matter under consideration.
Article 13(9) of our Articles (as amended) allows that during the GMS, our shareholders have
the right to speak, express opinions and/or ask questions at the GMS and vote on each agenda
of the GMS in accordance with the prevailing laws and regulations, including the
requirements and regulations of the capital market authorities that the Company is subject to.
We believe that the Domestic Standards comply with the shareholder protection standard
under Paragraph 14(3) of Appendix A1 to the Listing Rules.
Restriction on shareholder voting
Paragraph 14(4) of Appendix A1 to the Listing Rules requires that where any shareholder is,
under the Listing Rules, required to abstain from voting on any particular resolution or
restricted to voting only for or only against any particular resolution, any votes cast by or on
behalf of such shareholder in contravention of such requirement or restriction shall not be
counted.
The relevant requirement under the Hong Kong Listing Rules requiring shareholders to
abstain to vote lies in Rule 2.15 of the Listing Rules which requires that any shareholder that
has a material interest in the transaction or arrangement shall abstain from voting on the
resolution(s) approving the transaction or arrangement at the general meeting.
Pursuant to Indonesian laws, certain resolutions may only be attended and approved by
“Independent Shareholders” (the “ Independent Shareholders Approval Matters ”), including
but not limited to, (i) conflict of interest transactions; (ii) certain affiliated party transactions
which also constitutes a material transaction requiring prior approval from shareholders; (iii)
affiliated party transaction or material transaction which may potentially affect the
continuation or going concern of the company; (iv) non-pre-emptive capital increase; (v)
affiliated party transaction which, based on OJK’s assessment on a case-by-case basis, is
considered to require independent shareholder approval; (vi) voluntary go private/delisting by
a public company; and (vii) the liability of controller of a public company for losses suffered
by the public company. For more details on the Independent Shareholders Approval Matters,
please see “— Independent Shareholders Approval Matters” in this Appendix.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-13 –


--- page 716 ---
In Independent Shareholders Approval Matters, any shareholder that does not fall within the
criteria of independent shareholder cannot be counted in the attendance quorum and vote in
the Independent Shareholders Approval Matters, and under OJK Regulation 42/2020, an
“independent shareholder” means a shareholder that: (a) does not have any personal
economic interest in relation to a specific transaction; and (b) is not a Director, a
Commissioner, a principal shareholder (being, generally, a party that owns, directly or
indirectly, at least 20% of the voting rights of all shares with voting rights issued by a public
company), a controller or any of their affiliates.
The scope of the “Independent Shareholders” and the restrictions thereof may not fully
overlap with the requirements under the Listing Rules, which require (a) shareholders with
material interest to abstain from voting; and (b) controlling shareholder, director and chief
executive of the company to abstain from voting in favor of certain matters in a general
meeting. Particularly, shareholders with material interests that are not purely economic
interests, or in matters other than the Independent Shareholders Approval Matters, may be
permitted to vote in Indonesian companies. With respect to the procedures for handling any
shareholder who shall not vote in certain resolutions, the OJK regulation requires Indonesian
public companies to provide declaration forms to be signed by independent shareholders prior
to convening the GMS, if there were resolutions that only “Independent Shareholders” can
attend and vote, which shall include declaration that (i) the person concerned is truly an
independent shareholder, and (ii) in the event that the declaration is proven to be incorrect in
the future, the person concerned may be subject to sanctions in accordance with the provisions
of laws and regulations.
Therefore, while the Independent Shareholders Approval Matters cover an extensive array of
matters to enhance protection of the interest of the minority shareholders, the Domestic
Standards did not specify the procedures to disregard any improper votes made by
shareholder in contravention of such requirement or restriction. Therefore, the Company
undertakes to implement the following measures so long as the HDRs of the Company remain
listed on the Hong Kong Stock Exchange:
(a) the Company shall expressly remind the shareholders in the GMS Invitation that
pursuant to the Listing Rules, any shareholder with a material interest in the
transaction is required to abstain from voting;
(b) during the GMS, the chairman of GMS prior to each voting session shall expressly
remind that any shareholder with a material interest in the transaction is required to
abstain from voting pursuant to the Listing Rules;
(c) the compliance adviser and the legal adviser shall be appointed by the Company to
review the votes counted by the local share registrar and to confirm with the Company
that they are not aware of any such votes of shareholders that would otherwise be
required to abstain for having material interest in the transaction or arrangement; and
(d) if it was discovered by the Company or other professional parties before or during the
GMS that any shareholder is not an independent shareholder or had falsely declared his
or her independence or otherwise voted when he/she should not have been counted in
the attendance quorum or voted pursuant to the Listing Rules, the votes shall be
disregarded and not counted for the relevant agenda items at the GMS.
Based on the above, the Company submits that the proposed measures to address the
shortfalls from the core shareholders protection standards are legal, valid and enforceable
and, with the implementation of such measures, the shortfalls will not affect the Company’s
compliance with the Core Shareholder Protection Standards or other Listing Rules.
Right to convene an extraordinary general meeting
Paragraph 14(5) of Appendix A1 to the Listing Rules requires that members holding a
minority stake in the total number of issued shares must be able to convene an extraordinary
general meeting and add resolutions to a meeting agenda. The minimum stake required to do
so must not be higher than 10% of the voting rights, on a one vote per share basis, in the share
capital of the issuer.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-14 –


--- page 717 ---
Article 11(8) of our Articles and the Indonesian laws require that a GMS may be convened
upon the request of: one or more shareholders jointly representing at least 1/10 (one-tenth) or
10% of the total shares with voting rights; or the Board of Commissioners.
We believe that the Domestic Standards comply with the shareholder protection standard
under Paragraph 14(5) of Appendix A1 to the Listing Rules.
Use of Technology
Paragraphs 14(6) of Appendix A1 to the Listing Rules requires that an issuer must ensure that
its constitutional documents enable the holding of general meetings which members can
attend virtually with the use of technology; and where members can cast votes by electronic
means.
Article 11(12) of our Articles and the OJK Regulation No. 16 of 2020 on Electronic Conduct
of the General Meeting of Shareholders of a Public Company enables the Company to
conduct the GMS electronically by using an e-GMS platform provided by an e-GMS service
provider (in Indonesia) or a system provided by the Company that is in compliance with the
applicable laws, regulations, and capital market rules.
We believe that the Domestic Standards comply with the shareholder protection standard
under Paragraph 14(6) of Appendix A1 to the Listing Rules.
Variation of Rights
Paragraph 15 of Appendix A1 to the Listing Rules requires that a super-majority vote of the
issuer’s members of the class to which the rights are attached shall be required to approve a
change to those rights. A “super-majority vote” means at least three-fourths of the voting
rights of the members holding shares in that class present and voting in person or by proxy at
a separate general meeting of members of the class where the quorum for such meeting shall
be holders of at least one third of the issued shares of the class. This is unless it can be
demonstrated that shareholder protection will not be compromised by a lower voting
threshold (e.g. simple majority votes in favour of the relevant resolutions with a higher
quorum requirement) and in such case a “super-majority vote” is deemed to be achieved.
Article 45 of OJK Regulation No. 15/2020 requires that if an Indonesian public company has
more than one class of shares, a GMS for an agenda relating to amendments to share rights
may only be attended by shareholders of the affected share class, subject to the following
conditions: (i) the GMS may be convened if at least 3/4 of the total shares of the affected
share class are present or represented, unless the articles of association of such public
company require a higher quorum; and (ii) such resolutions should be approved by more than
3/4 of the voting shares present at the GMS, unless the articles of association of such public
company require a higher approval threshold.
As confirmed by the Company’s Indonesian legal adviser, the aforementioned requirements
would only apply if an Indonesian public company had two class of shares, which is not the
case of the Company’s current circumstances. As the Company intends to only maintain one
class of shares, it undertakes to the Stock Exchange that for so long as the HDRs of the
Company remain listed on the Stock Exchange, it will maintain only one single class of shares
and therefore the aforementioned requirements will not be triggered for the Company.
Based on the above, the Company submits that the proposed measures to address the
shortfalls from the core shareholders protection standards are legal, valid and enforceable
and, with the implementation of such measures, the shortfalls will not affect the Company’s
compliance with the Core Shareholder Protection Standards or other Listing Rules.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-15 –


--- page 718 ---
Amendment of Constitutional Documents
Paragraph 16 of Appendix A1 to the Listing Rules requires that a super-majority vote of the
issuer’s members in a general meeting shall be required to approve changes to an issuer’s
constitutional documents, however framed. A “super-majority vote” means at least
three-fourths of the total voting rights of the members present and voting in person or by
proxy at the general meeting. This is unless it can be demonstrated that shareholder protection
will not be compromised by a lower voting threshold (e.g. simple majority votes in favour of
the relevant resolutions with a higher quorum requirement) and in such case a
“super-majority vote” is deemed to be achieved.
Set out below is an illustration on our Articles’ provision (as amended and in effect upon or
prior to the Listing) on the attendance quorum and the approval thresholds regarding
resolutions on the amendment of our constitutional documents, taking into the Fall-back
Mechanism.
Initial Requirement (First GMS) 1st Fallback (Second GMS) 2nd Fallback (Third GMS)
Attendance
Quorum
Approval
threshold
Attendance
Quorum
Approval
threshold
Attendance
Quorum
Approval
threshold
Changes to
constitutional
documents
at least 2/3 of
total shares
with valid
voting rights
present or
represented
at the GMS
more than 2/3
of total
shares with
valid voting
rights present
at least 3/5 of
total shares
with valid
voting rights
present or
represented
at the GMS
more than 1/2
of the voting
rights present
determined by
the OJK
upon the
Company’s
request
determined by
the OJK
upon the
Company’s
request
Notwithstanding “super-majority vote” under the Hong Kong Listing Rules generally means
at least three-fourths of the total voting rights of shareholders, the Company is of the view
that while the approval threshold falls short of the general threshold of three-fourths under
the core standard, it would fall within the exemption under Note 1 to such standard, as: (i) the
current proposed level of a 2/3 voting threshold is consistent with the standards under
Indonesian laws on items that are considered to be more “material” and require the approval
of the Minister of Law; (ii) while the approval threshold falls short of the expected threshold
of three-fourths under the core standard, there are additional safeguards under Indonesian
laws, including (a) a number of amendments that are considered material in Indonesian laws,
including the reduction of capital and the change of business activities of the Company,
would require the Minister of Law’s prior approval in addition to obtaining the shareholders’
approval, and (b) on top of the approval threshold, the Indonesian laws also impose an
attendance quorum requirement that requires the attendance of at least 2/3 of the total shares
with valid voting rights to be present or represented. Such additional attendance quorum is
more stringent than the requirements in Hong Kong, which imposes no specific quorum
requirement and the attendance quorum applicable. Furthermore, certain resolutions
considered as more important under the Indonesian laws would require an additional
approval from the Minister of Law, other than receiving the shareholders’ approval.
According to the Article 21 of Indonesian Companies Law, amendments to the Articles of
Association that require approval from the Minister of Law are amendment concerning:
• the name of the Company and/or the domicile of the Company;
• the purposes, objectives, and business activities of the Company;
• the duration of the Company’s establishment;
• the amount of authorized capital;
• the reduction of issued and paid up capital; and/or
• the change of the Company’s status from a private company to a public company or vice
versa.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-16 –


--- page 719 ---
Based on the above, we believe that the Domestic Standards comply with the shareholder
protection standard under Paragraph 16 of Appendix A1 to the Listing Rules.
Appointment, Removal and Remuneration of Auditors
Paragraph 17 of Appendix A1 to the Listing Rules requires that the appointment, removal and
remuneration of auditors must be approved by a majority of the issuer’s members or other
body that is independent of the board of directors.
Pursuant to the Article 11(4) of our Articles, the appointment, removal and determination of
the remuneration of a registered Public Accountant shall be voted in an annual GMS of the
Company.
Based on the above, we believe that the Domestic Standards comply with the shareholder
protection standard under Paragraph 17 of Appendix A1 to the Listing Rules.
Proxies and Corporate Representatives
Paragraph 18 of Appendix A1 to the Listing Rules requires that every member shall be entitled
to appoint a proxy who needs not necessarily be a member of the issuer and that every
shareholder being a corporation shall be entitled to appoint a representative to attend and
vote at any general meeting of the issuer and, where a corporation is so represented, it shall be
treated as being present at any meeting in person. A corporation may execute a form of proxy
under the hand of a duly authorised officer.
Article 14(1) of the our Articles provides that our Shareholders may grant a power of attorney
to another party by means of a proxy letter to attend and/or vote at the GMS in accordance
with the provisions of applicable laws and regulations. Article 24 (4) of OJK Regulation No.
14/2025 provides that shareholders or proxies of shareholders of an Indonesian public
shareholders may attend either physically or electronically through the e-GMS system. In
addition, according to Article 30(3) OJK Regulation No. 15/2020, the proxy holder must be
legally competent, and not be a Director, Commissioner, or an employee of the Indonesian
public company.
Therefore, the pursuant to the Articles and above OJK regulations, every shareholder shall be
entitled to appoint a proxy to attend and vote at any GMS and there are no regulatory
provisions under the applicable Indonesian laws and regulations and the Articles which may
restrict a duly authorized representative to represent a corporate shareholder in a GMS. There
are also no restrictions that restrict a corporation to execute a form of proxy under the hand
of a duly authorized officer. However, under the Indonesian laws, the proxy holder must not
be a Director, Commissioner, or an employee of the Indonesian public company, which
constitute an additional requirement in addition to the thresholds in the core standard.
As confirmed by the Company’s Indonesian legal adviser, the Company is of the view that the
rationale to require any power of attorney must be given to a person who is (a) legally
competent (i.e. a person who has reached the age of 21 years old or married, and is not subject
to any legal incapacity such as guardianship or curatorship), and (b) not a director,
commissioner or employee of the Company is to enhance and ensure the independence of the
proxy. In particular, any proxy provided to such insiders of the Company may be restricted to
attend and vote in the GMS for certain resolutions, including the Independent Shareholders
Approval Matters and may therefore not be able to cast the vote on behalf of the shareholders.
Therefore, while the scope of power of attorney that could be given under the Indonesian laws
differ from the core standard, such restriction is in place to protect the interest of the
Company’s shareholders as a whole and is more stringent than the core standard.
Based on the above, we believe that the Domestic Standards comply with the shareholder
protection standard under Paragraph 18 of Appendix A1 to the Listing Rules.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-17 –


--- page 720 ---
HKSCC’s Right to Appoint Proxies or Corporate Representatives
Paragraph 19 of Appendix A1 to the Listing Rules requires that HKSCC must be entitled to
appoint proxies or corporate representatives to attend the issuer’s general meetings and
creditors meetings and those proxies or corporate representatives must enjoy rights equivalent
to the rights of other shareholders, including the right to speak and vote. Where the laws of an
overseas jurisdiction prohibit HKSCC from appointing proxies/ corporate representatives
enjoying the rights described by this paragraph, the issuer must make the necessary
arrangements with HKSCC to ensure that Hong Kong investors holding shares through
HKSCC enjoy the rights to vote, attend (personally or by proxy) and speak at general
meetings.
Pursuant to the Article 14(1) of the our Articles and Article 23 of OJK Regulation No.
15/2020, Shareholders may grant a power of attorney to another party by means of a proxy
letter to attend and/or vote at the GMS in accordance with the provisions of applicable laws
and regulations. Therefore, all of our Shareholder shall be entitled to appoint a proxy to
attend and vote at any GMS. As stipulated in the section headed “Listing, Terms of Depostary
Receipts and the Deposit Agreement, Registration, Dealings and Settlement” in this
prospectus, HDR Holders, including HKSCC, are not Shareholders. Indonesian law governs
the rights of Shareholders. Because the Depositary or its nominee will be the holder of record
for the Shares represented by all outstanding HDSs, Shareholder rights, including the right to
appoint a proxy to attend and vote at our GMS, rest with such holder of record. HDR
Holders, including HKSCC, only have the contractual rights set forth on their behalf under
the Deposit Agreement and must rely on the Depositary to exercise on the rights attaching to
the Shares on their behalf.
The HDR provides that (1) as to voting, the Depositary will pass information from the
Company on resolutions and voting procedures through to the HDR holders, who will be
entitled to appoint the Depositary as proxy and instruct the Depositary as to the exercise of
voting rights pertaining to the shares represented by the HDRs and the Depositary will, in
turn, vote or cause to be voted such shares according to the instructions and (2) as to
attendance at the GMS, to the extent permitted by the Company and applicable laws, HDR
holders may attend the GMS as observers, but may not vote in person at such meeting.
Alternatively, if HDR holders wish to attend the GMS to vote and/or to appoint proxies as
shareholder(s), they could surrender their HDRs for cancellation in exchange for the
underlying shares subject to the applicable Indonesian laws.
While HKSCC would therefore not have the right to appoint proxies or corporate
representatives to exercise the rights of a shareholder, such difference shall not be considered
material as to shareholder protection given (a) the ability of a HDR holder to give
instructions to the Depositary (through HDR Registrar) to participate in GMS and to vote on
his or her behalf; and (b) the ability of a HDR holder to convert HDRs to shares and hold
them as a shareholder to directly exercise the right as a shareholder, subject to the applicable
Indonesian laws.
Based on the above, the Company submits that the proposed measures to address the
shortfalls from the core shareholders protection standards are legal, valid and enforceable
and, with the implementation of such measures, the shortfalls will not affect the Company’s
compliance with the Core Shareholder Protection Standards or other Listing Rules.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-18 –


--- page 721 ---
Inspection of Branch Register
Paragraph 20 of Appendix 3 to the Listing Rules requires that the branch register of members
in Hong Kong shall be open for inspection by members but the issuer may be permitted to
close the register on terms equivalent to section 632 of the Companies Ordinance.
Section 631 of the Companies Ordinance applies to the register of members of a company
instead of the HDR register. Hence, since the Listing only involves the issuance of HDRs in
Hong Kong, the requirement under section 631 of the Companies Ordinance shall not
applicable. Rule 19B.13 of the Hong Kong Listing Rules also provides that an issuer is not
required to keep a register in Hong Kong of holders of the shares represented by depositary
receipts. Under applicable law and regulations in Indonesia, there is no also prohibition for
the HDR register to be kept in Hong Kong and open for inspection by the HDR holders.
Pursuant to, among other things, the Deposit Agreement, the Company’s HDR register will be
kept with the HDR Registrar in Hong Kong during the period where the HDRs of the
Company remain listed on the Hong Kong Stock Exchange. Under applicable laws and
regulations in Indonesia, there is no prohibition for the HDR register to be kept in Hong
Kong and open for inspection by the HDR holders.
Based on the above, the Company submits that the proposed measures to address the
shortfalls from the core shareholders protection standards are legal, valid and enforceable
and, with the implementation of such measures, the shortfalls will not affect the Company’s
compliance with the Core Shareholder Protection Standards or other Listing Rules.
Voluntary Winding Up
Paragraph 21 of Appendix 3 to the Listing Rules requires that a super-majority vote of the
issuer’s members in a general meeting shall be required to approve a voluntary winding up of
an issuer. A “super-majority vote” means at least three-fourths of the total voting rights of the
members present and voting in person or by proxy at the general meeting. This is unless it can
be demonstrated that shareholder protection will not be compromised by a lower voting
threshold (e.g. simple majority votes in favour of the relevant resolutions with a higher
quorum requirement) and in such case a “super-majority vote” is deemed to be achieved.
Article 16 (1) and Article 13 (3) of our Articles and Article 43 of OJK Regulation No. 15/2020
provides that the quorum for attendance and approval regarding voluntary winding-up shall
be as follows:
Initial Requirement (“First GMS”) 1st Fallback (“Second GMS”) 2nd Fallback (“Third GMS”)
Attendance
Quorum
Approval
threshold
Attendance
Quorum
Approval
threshold
Attendance
Quorum
Approval
threshold
Voluntary
winding-up . . .
at least 3/4 of
total shares
with valid
voting rights
present or
represented at
the GMS
more than 3/4 of
total shares
with valid
voting rights
present
at least 2/3 of
total shares
with valid
voting rights
present or
represented at
the GMS
more than 3/4 of
total shares
with valid
voting rights
present
determined by the
OJK upon the
Company’s
request
determined by the
OJK upon the
Company’s
request
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-19 –


--- page 722 ---
As the domestic standards provide that any resolutions regarding voluntary winding-up of the
Company require a quorum requirement of shareholders representing at least 3/4 of the total
issued shares, and approval threshold of more than 3/4 of the shares present at the GMS in
terms of the First GMS, and a quorum requirement of shareholders representing at least 2/3
of the total issued shares, and approval threshold of more than 3/4 of the shares present at the
GMS in terms of the Second GMS, such provision enhances the protection of the interest of
the all shareholders as a whole by requiring a high attendance quorum and a high threshold to
pass such resolutions, Given MCG’s attendance as required under the GMS Attendance
Responsibility and the Quorum Undertakings, the likelihood of progressing to the Third
AMS and requiring the OJK’s determination on such meeting’s attendance quorum and
approval threshold is very low.
Based on the above, we believe that the proposed measures to address the shortfalls from the
core shareholders protection standards are legal, valid and enforceable and, with the
implementation of such measures, the shortfalls will not affect the Company’s compliance
with the shareholder protection standard under Paragraph 21 of Appendix A1 to the Listing
Rules.
SUMMARY OF INDONESIAN COMPANIES LAW
1. Introduction
In general, an Indonesian limited liability company ( perseroan terbatas or “ company ”)
is primarily governed by Indonesian Companies Law, together with its implementing
regulations, the Indonesian Civil Code for general principles and sectoral regulations
(including capital markets and investment regulations). Set out below is a summary of
certain provisions of Indonesian Companies Law. This does not purport to contain all
applicable qualifications and exceptions or to be a complete review of all matters of
corporate law and taxation, which may differ from equivalent provisions in jurisdictions
with which interested parties may be more familiar.
2. Incorporation
A company is established by at least two founding shareholders pursuant to a notarial
deed of establishment in Indonesian language, which must be approved by the Minister
of Law. A company obtains its legal entity status upon the issuance of such approval. A
company must have at least a Board of Directors and a Board of Commissioners.
3. Share Capital
Indonesian law recognizes authorized capital, issued capital, and paid-up capital. A
company issues shares to evidence ownership and shares may be classified (for example,
with or without voting rights or with special rights) if so provided in the articles of
association and permitted by law. Shares must be fully paid upon issuance. At least
twenty-five percent (25%) of the company’s issued and subscribed shares must be fully
paid up in accordance with statutory requirements, and payment must be completed
upon issuance (i.e. prior to the Minister of Law receipt of notification to the changes of
the articles of association is received). A shareholder is entitled to the rights and
benefits attached to the shares upon such shareholder is recorded in the shareholders’
register maintained by the company or, in the case of a public company, the share
registrar.
4. Dividends and Distributions
Dividends may be declared out of the company’s net profits following the allocation of
statutory reserves and subject to approval by the GMS. Interim dividends may be
distributed by resolution of the Board of Directors with approval of the Board of
Commissioners, provided that such distribution does not cause the company’s net assets
to fall below the paid-up capital plus statutory reserves and subject to subsequent
ratification at the next GMS.
In the event that at the end of the relevant financial year, the Company incurs a loss, the
shareholders who have received such interim dividends shall be required to return the
dividends to the Company.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-20 –


--- page 723 ---
5. Shareholders’ Suits
Indonesian Companies Law recognizes that shareholders are entitled to seek judicial
protection where corporate actions cause unfair prejudice. A shareholder may file a
claim against the company if the shareholder suffers loss as a result of acts of the GMS,
the Board of Directors, or the Board of Commissioners that are considered unfair and
without reasonable justification. Such claim must be submitted to the district court
whose jurisdiction covers the company’s registered domicile, ensuring that disputes are
resolved before the court competent over the company’s seat of management.
6. Protection of Minorities
Minority shareholder protections include rights to: receive notice and attend the GMS;
request the company to purchase their shares in specific circumstances prescribed by
law; challenge certain corporate actions that are unlawful or prejudicial; and demand
information to the extent provided in the articles of association and law. Certain
quorum and voting requirements are designed to protect minority interests in
fundamental transactions. In the context of public companies, additional protection is
provided through the requirement that specific transactions or corporate actions be
approved by independent shareholders, ensuring that decisions with potential conflicts
of interest cannot be determined solely by controlling shareholders.
7. Disposal of Assets
There are no general statutory prohibitions on a company disposing of assets in the
ordinary course of business. However, Indonesian Companies Law and, where
applicable, capital market regulations prescribe approval thresholds for material
transactions, conflicts of interest transactions, and affiliated transactions. Directors
must discharge their fiduciary duties and act in good faith, with due care, for a proper
purpose, and in the interests of the company when approving assets disposals.
8. Accounting and Auditing Requirements
Companies must maintain proper accounting records that present fairly their financial
position and results of operations. Financial statements should be prepared in
accordance with Indonesian Financial Accounting Standards. Public companies and
certain regulated entities are subject to mandatory annual audits by public accountants
and periodic reporting to regulators.
9. Register of Shareholders
A company must maintain a shareholders’ register recording ownership and changes
thereof. For public companies, shares are typically scripless and administered through
the central securities depository and share registrar. The shareholders’ register is not
generally a matter of public record, although certain ownership disclosures are
mandated for public companies.
10. Shareholders’ Meeting and Voting Procedure
Indonesian Companies Law requires certain corporate actions to be approved by
shareholders through a GMS, which must be convened and conducted in accordance
with statutory requirements on notice, quorum, agenda disclosure, and voting.
For private companies, shareholders’ resolutions are generally passed based on the
quorum and voting thresholds prescribed under the Indonesian Companies Law and the
company’s articles of association. Votes are typically counted on a one-share-one-vote
basis, unless otherwise provided in the articles of association. The chairman of the
meeting is responsible for ensuring that votes are properly cast, counted, and recorded,
and the resolutions adopted at the meeting must be documented in minutes, which in
certain cases are required to be notarized and reported to the relevant authorities.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-21 –


--- page 724 ---
Public companies are subject to additional procedural and disclosure requirements
under capital market regulations. Shareholders’ meetings of public companies must
comply with prescribed rules on meeting announcements, attendance lists, quorum, and
voting procedures, including mechanisms for electronic participation and voting where
applicable. Votes are counted and recorded in detail, including votes in favor, against,
and abstentions, and the results must be disclosed to the public and reported to the
capital market authority. Certain resolutions may also require the involvement of
independent shareholders or separate voting thresholds, depending on the nature of the
corporate action.
In both private and public companies, shareholders who attend and vote at the meeting
are recorded in the attendance register, and voting results form an integral part of the
official minutes of the meeting. These records constitute for mal evidence of
shareholder approval and may be relied upon for regulatory filings, implementation of
corporate actions, and the exercise or enforcement of shareholders’ rights.
Under Indonesian Companies Law, quorum and approval thresholds of the GMS
varies. In general, a GMS may proceed if shareholders holding more than
1∕2 (one-half)
of all voting shares are present or represented, with resolutions passed by a simple
majority unless the law or the articles require more. For certain matters (i.e.
amendments to the articles and major reorganizations), the meeting generally requires
the presence of at least
2∕3 (two-thirds) of all voting shares and approval by at least 2∕3
(two-thirds) of votes cast. For corporate actions such as mergers, consolidations,
acquisitions, spin-offs, petitions for bankruptcy, extension of the company’s term, and
dissolution, the law sets a higher bar of at least 3∕4 (three-quarters) of all voting shares
must be present or represented, and resolutions pass with at least three-quarters of the
votes cast. The Indonesian Companies Law permits companies to adopt stricter
thresholds in their articles of association.
11. Independent Shareholders Approval Matter
Certain corporate resolutions may only be attended and approved by independent
shareholders. An independent shareholder is a shareholder who has no personal
economic interest in relation to a specific transaction and who is not a member of the
BOD, not a member of the BOC, not a principal shareholder, and not a controller, and
who is also not an affiliate of a member of the BOD, a member of the BOC, a principal
shareholder, or a controller.
Pursuant to Indonesian laws, certain resolutions may only be attended and approved by
“Independent Shareholders”, including:
(a) conflict of interest transaction, being a transaction where there is a difference
between the economic interest of the public company and the personal economic
interest of members of the BoD or BoC, the principal shareholder, or the
controller that may cause potential loss to the public company;
(b) affiliated party transaction which also constitutes a material transaction
requiring prior approval from shareholders (e.g., exceeding the applicable 50%
materiality threshold);
(c) affiliated party transaction or material transaction which may potentially affect
the continuation or going concern of the Company;
(d) non-pre-emptive capital increase;
(e) affiliated party transaction which, based on OJK’s assessment on a case-by-case
basis, is considered to require independent shareholder approval;
(f) voluntary go private/delisting by a public company; and
(g) the liability of controller of a public company for losses suffered by the public
company.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-22 –


--- page 725 ---
Any shareholder who does not meet the criteria of an Independent Shareholder may not
be counted toward the attendance quorum nor exercise voting rights in respect of such
matters. Pursuant to OJK Regulation No. 42 of 2020, an Independent Shareholder is a
shareholder who has no personal economic interest in the relevant transaction and is
not a member of the Board of Directors or Board of Commissioners, a principal
shareholder, a controller, or any of their respective affiliates.
12. Points in the Articles of Association Requiring Approval of the Minister of Law
Under the Indonesian Companies Law, amendments to a company’s articles of
association are subject to the approval of the Minister of Law if they relate to any of
the following matters:
(i) the company’s name and/or registered office (domicile);
(ii) the company’s purposes, objectives, and business activities;
(iii) the duration of the company’s establishment;
(iv) the amount of the company’s authorized capital;
(v) any reduction of the issued and paid-up capital; and
(vi) any change in the company’s status from a private company to a public company,
or vice versa.
Amendments to the articles of association that do not fall within the categories above
are not subject to ministerial approval and are effective upon notification to, and
receipt by, the Minister of Law.
13. Additional Corporate Organs for Public Company
Under Indonesian capital markets regulations, in addition to the GMS, the BOD, and
the BOC, a public company is required to establish several supporting committees and
functions to ensure proper governance and regulatory compliance.
A public company is required to have a corporate secretarial function which is directly
responsible to the BOD. Such function may be conducted by (i) a person or (ii) a work
unit (lead by a person in charge). The Corporate Secretary is appointed and dismissed
based on the decision of the BOD. The appointment and dismissal must be reported to
OJK. The function of a corporate secretary may also be performed by one of the
directors of the public company, or an official of the public company designated to
carry out such function. A person holding a corporate secretary position is restricted
from concurrently holding position(s) in other issuers or public companies. Generally,
the Corporate Secretary acts as a liaison or contact person between the public company
with government authorities (including the OJK), shareholders and other stakeholders.
The corporate secretary must have access to material information relating to the public
company and must be familiar with all statutory regulations relating to capital markets,
particularly on disclosure matters.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-23 –


--- page 726 ---
A public company must have an Internal Audit Unit consisting of at least one internal
auditor and led by a Head of Internal Audit Unit. In the event that there is only one
internal auditor, he/she will be appointed as chief of Internal Audit Unit. The number
of internal auditor members is determined based on the complexity of the company’s
business activities. A chief of Internal Audit Unit is appointed and dismissed by the
BOD upon prior approval from the BOC. Any appointment and dismissal of Internal
Audit Unit member must be immediately reported to OJK. The chief of Internal Audit
Unit will be responsible to the President Director of public company.
A public company is required to have the function of nomination and remuneration that
can be performed by the BOC or a separate Nomination and Remuneration Committee
formed by the BOC. The Nomination and Remuneration Committee consisting of at
least three members, with an independent commissioner acting as the chair of the
committee, while the other members may be from: (i) the BOC members; (ii) outside
parties of the relevant public company; or (iii) the managerial position under the BOD
in charge of human resources. Members of the Nomination and Remuneration
Committee are appointed and dismissed by the BOC’s decision. In addition, the BOD
members cannot be appointed as the Nomination and Remuneration Committee
members.
The Audit Committee is a committee formed by the BOC to assist the BOC in carrying
out the BOC’s duties and functions. The Audit Committee must comprise at least three
members, one of whom must be an independent commissioner of the public company
who will serve as the chairman of the Audit Committee. The other members must also
be independent individuals, at least one of whom must be an expert in the field of
accounting and/or finance. The appointment and dismissal of the Audit Committee
must be (i) reported to the OJK at the latest two business days after such event takes
place; and (ii) made available on the website of the relevant public company. The term
of office of the Audit Committee shall not exceed the term of office of the BoC as
stipulated under the articles of association of the public company, and its members can
only be re-appointed for one period.
14. Subsidiary Owning Shares in Other Entities
As a general principle, a company may hold shares in another company subject to
cross-ownership restrictions and sectoral rules. In the context of public companies,
regulations restrict certain cross-shareholding and require compliance with disclosure,
affiliated transaction, and conflict-of-interest provisions. Directors of any subsidiary
considering an acquisition of shares in its parent must observe fiduciary duties and
applicable restrictions.
15. Mergers and Consolidations
Indonesian law permits mergers and consolidations pursuant to statutory procedures,
including: directors’ proposals, disclosure to employees and creditors, creditor
objection periods, shareholder approvals meeting prescribed quorum and voting
thresholds, and filings with authorities. The surviving or resulting company assumes
assets and liabilities by operation of law. Public companies are subject to additional
capital market requirements, including disclosure and, where applicable, independent
party opinions.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-24 –


--- page 727 ---
Corporate reconstructions such as spin-offs, changes in status, or reorganization may
be undertaken subject to procedures similar to those for mergers and consolidations,
including corporate approvals, creditor notifications, and regulatory filings. Court
involvement is not generally required for corporate reconstructions unless mandated by
specific statutes (for example, in insolvency or suspension-of-payment proceedings).
16. Acquisitions
Under OJK Regulation No. 9/POJK.04/2018 on the Acquisition of Public Company
(“OJK Regulation No. 9/2018 ”), a controller is defined as a party who, directly or
indirectly, owns more than 50% of the shares of a public company or has the ability to
control the management or policy of a public company. Transfer of more than 50% of
the issued shares of a public company or the acquisition of direct or indirect control of
the management of a public company will be deemed to be an acquisition of a public
company and trigger a mandatory tender offer by the new controlling shareholder.
In the context of acquisitions, Indonesian law does not recognise compulsory
acquisition mechanisms. Accordingly, where a new controlling shareholder seeks to
acquire the remaining shares of a public company, it must do so through the mandatory
tender offer to all remaining shareholders. A mandatory tender offer is not required to
be made in respect of (i) shares owned by shareholders who are acting in conjunction
with the new controlling shareholders, (ii) shares owned by other parties who have
received an offer on the same terms and conditions as the new controlling shareholder,
(iii) shares owned by other parties who are conducting a tender offer at the same time on
the same company’s shares, (iv) shares owned by the majority shareholders, and (v)
shares owned by the other controlling shareholders in the public company.
If the mandatory tender offer results in the new controlling shareholder holding more
than 80% of the total paid-up capital in the public company, the new controlling
shareholder must transfer or refloat a certain amount of the shares to the public so that
at least 20% of the total paid-up shares in the public company is owned by the public
and spread among at least 300 parties within two years after the completion of the
mandatory tender offer. If the acquisition results in the new controlling shareholder
obtaining more than 80% of the total paid-up capital in the public company, the new
controlling shareholder will have to transfer the shares to the public equal to the
percentage of shares obtained in the mandatory tender offer, at a minimum, within two
years after the completion of the mandatory tender offer.
17. Voluntary Delisting and Go-Private
A public company may conduct a voluntary delisting if (i) the public company’s shares
have been listed on IDX for at least five years; (ii) has fulfilled all its obligations to the
IDX as regulated by IDX rules; and (iii) has paid the delisting fee, which is five times the
last annual listing fee.
In addition, if a public company intends to change its status to a private company, it
must (i) obtain approval from independent shareholders in a GMS; (ii) reduce the
number of shareholders to become less than 50 parties (through buyback or voluntary
tender offer); and (iii) announce the disclosure of information to the public and submit
them to OJK and submit an application for the effective registration statement
revocation.
The GMS convened to approve the delisting and the change of status to a private
company (i.e. go-private) must be attended and approved by more than 50% of the total
shares held by independent shareholders with valid voting rights. If attendance quorum
for the first GMS is not met, a second GMS may be convened with the same attendance
threshold, with resolutions approved by more than 50% of the shares held by
independent shareholders attending the meeting. If the quorum remains unmet, a third
GMS may be held, with the attendance quorum determined by the OJK (upon
application from the Company), while the approval threshold continues to require more
than 50% of the shares held by independent shareholders attending the meeting.
As voluntary delisting and go-private requires the approval of an Independent GMS,
the controlling shareholder of a public company is therefore not in a position to
unilaterally determine or compel the company to undertake such action.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-25 –


--- page 728 ---
18. Restructuring
Companies facing financial distress may seek restructuring through consensual
workouts, suspension-of-debt payment proceedings (penundaan kewajiban pembayaran
utang), or bankruptcy proceedings under the Bankruptcy Law, as well as out-of-court
mechanisms with creditors and stakeholders. Commencement of court-supervised
processes triggers statutory stays and procedural safeguards as provided by law.
19. Liquidation
A company may be liquidated by shareholder resolution or by court order in cases
specified by law. Upon liquidation, a liquidator is appointed to collect and recording
assets, settle creditors’ claims according to statutory priorities, distribute any remaining
assets to shareholders in accordance with their rights, and conduct required
notifications and filings, culminating in deregistration upon completion.
20. Stamp Duty on Transfers
Indonesia imposes stamp duty on certain documents and instruments as prescribed by
statute. The applicability and amount depend on the nature of the document and the
prevailing stamp duty regime. Share transfers may attract administrative fees or taxes
depending on the form of transfer and whether the company is public or private,
securities market transfers are generally effected through the depository and brokerage
system.
21. Exchange Control
Foreign exchange activities in Indonesia generally operate under a free foreign exchange
regime pursuant to Law No. 24 of 1999 on Foreign Exchange Flow and Exchange Rate
System, although Bank Indonesia retains authority to introduce prudential and macro
stability measures, including restrictions on offshore Rupiah transactions and
documentation requirements for certain foreign currency purchases. Indonesian
currency regulations require the use of Rupiah for most onshore cash and non cash
transactions, subject to limited exemptions, and impose prohibitions on dual pricing.
Compliance with underlying transaction requirements, reporting rules, and Bank
Indonesia’s supervisory measures is mandatory, and violations may result in
administrative or criminal sanctions depending on the nature of the breach.
22. General
Assegaf Hamzah & Partners, the Company’s legal adviser on the laws of the Republic of
Indonesia, have sent to the Company a letter of advice summarising certain aspects of
the Indonesian Companies Law. This letter is available for inspection as referred to in
the paragraph headed “Documents Delivered to the Registrar of Companies in Hong
Kong and Documents on Display — 2. Documents on Display” in Appendix VI to this
prospectus. Any person wishing to have a detailed summary of the Indonesian
Companies Law or advice on the differences between it and the laws of any jurisdiction
with which he is more familiar is recommended to seek independent legal advice.
APPENDIX IV SUMMARY OF THE CONSTITUTION OF THE COMPANY,
CORE SHAREHOLDER PROTECTION STANDARDS AND
THE INDONESIAN COMPANIES LAW
– IV-26 –


--- page 729 ---
A. FURTHER INFORMATION ABOUT OUR COMPANY
1. Incorporation of Our Company
Our Company was incorporated under the laws of the Republic of Indonesia as a
limited liability company on 20 November 2015 under the name “PT Pani
Bersama Jaya.” The Company was renamed “PT Merdeka Gold Resources Tbk”
on 12 June 2025 pursuant to Deed No. 64/2025. The Company is domiciled in
South Jakarta, Indonesia, with its registered office at Treasury Tower Lantai 67,
District 8, SCBD Lot 28, Jl. Jend. Sudirman No. 52-53, Jakarta 12190, Indonesia.
Our Company is a public limited liability company (Perseroan Terbatas Terbuka
or “Tbk”) and is subject to the relevant laws of Indonesia, including Law No. 40
of 2007 on Limited Liability Companies (as amended) and Law No. 8 of 1995 on
Capital Markets (as amended). A summary of our Articles of Association as
amended and effective at or before Listing is set out in Appendix IV .
Our Company is engaged in the mining sector, with a focus on gold resources. The
Company’s primary asset is the Pani Gold Mine located in Gunung Pani, Desa
Hulawa, Kabupaten Pohuwato, Provinsi Gorontalo, Sulawesi, Indonesia. The
mine contains Mineral Resources of 7.0 million ounces of gold, including Ore
Reserves of 5.2 million ounces of gold, positioning it as one of Indonesia’s
largest primary gold mines. Access to the mine is via a three-hour drive from
Gorontalo Airport or the nearby Bumbulan Port, 12 km away, supporting
logistics and personnel mobilization.
Our registered place of business in Hong Kong is at 31/F, Tower Two, Times
Square, 1 Matheson Street, Causeway Bay, Hong Kong. We were registered as a
non-Hong Kong company under Part 16 of the Companies Ordinance on 6
March 2026 with the Registrar of Companies in Hong Kong. Ms. Sau Mei Ng has
been appointed as the authorized representative of our Company for the
acceptance of service of process in Hong Kong. The address for service of process
is 31/F, Tower Two, Times Square, 1 Matheson Street, Causeway Bay, Hong
Kong.
2. Changes in the Share Capital of Our Company and Subsidiary
Upon incorporation on 20 November 2015, our Company had an authorized
share capital of 10,000 shares with a nominal value of Rp1,000,000 per share
(total nominal value Rp10,000,000,000). The issued and fully paid-up capital was
2,500 shares (total nominal value Rp2,500,000,000), held as follows: PT Pani
Bersama Emas (2,499 shares, 99.96%) and Januarius Felix Lumban Gaol (1 share,
0.04%).
The following sets out the changes in our Company’s issued share capital within
the two years immediately preceding the date of this prospectus:
(a) On 25 September 2024, pursuant to Deed No. 84/2024, the Company’s
authorized capital was increased to Rp 3,000,871,057,046.23, and the share
capital was classified into Series A, Series B, and Series C shares.
(b) In preparation for the global offering in IDX, the Company undertook the
following capital restructuring steps in 2025: (i) Unification of Share
Classes: Pursuant to Deed No. 64/2025, the Series A, Series B, and Series C
shares were converted into a single class of ordinary shares with equal
rights. (ii) Stock Split: Pursuant to Deed No. 58/2025, the nominal value of
the Company’s shares was changed from Rp 19,524,750 per share to Rp 150
per share. (iii) Share Buyback: Pursuant to Deed No. 62/2025, the
shareholders approved the buyback of all shares owned by PT Permata
Alam Kapital (1,448,866,615 shares post-split). These shares are currently
held as treasury shares.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-1 –


--- page 730 ---
(c) On 12 June 2025, the shareholders ratified the capital contributions made
by the founding shareholders pursuant to Deed No. 64/2025, confirming
that all issued shares were fully paid up based on the MGR Group’s
consolidated financial statements for the year ended 31 December 2024,
audited by KAP Tanubrata Sutanto Fahmi Bambang & Partners (member
firm of BDO International) with Independent Auditor’s Report No.
00172/2.1068/AU.1/05/0119-8/1/III/2025 dated 26 March 2025.
(d) On 12 June 2025, the Company changed its name from PT Pani Bersama
Jaya to PT Merdeka Gold Resources Tbk pursuant to Deed No. 64/2025, as
approved by the Minister of Law and Human Rights of the Republic of
Indonesia under Decree No. AHU-0038611.AH.01.02.TAHUN 2025 dated
13 June 2025, and registered under No. AHU-0130816.AH.01.11.TAHUN
2025 dated 13 June 2025.
3. Changes in the Share Capital of Our Subsidiaries
The following sets out significant changes in the share capital or equity structure
of our subsidiaries during the two years immediately preceding the date of this
prospectus:
• PT Puncak Emas Tani Sejahtera: The Company, via PT Puncak Emas
Gorontalo, completed the acquisition of PT Puncak Emas Tani Sejahtera
on 27 June 2024, becoming the holder of 99.99% effective ownership.
• PT Pani Industri Jaya: The Company established PT Pani Industri Jaya on
15 August 2024, a subsidiary with 99.96% effective ownership.
• PT Mentari Alam Persada: The Company subscribed shares in the
reorganization of PT Mentari Alam Persada, completed on 18 December
2024, resulting in the Company holding an effective ownership of 99.99%.
• PT Pani Industri Nusantara: The Company, via PETS and PT Gorontalo
Sejahtera Mining (“ GSM ”), established PT Pani Industri Nusantara
(“PIN ”) on 24 January 2025, a subsidiary with 99.99% effective ownership.
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following contracts (not being contracts entered into in the ordinary course
of business) were entered into by our Company or its subsidiary within the two
years preceding the date of this prospectus and are or may be material:
(a) the Hong Kong Underwriting Agreement;
(b) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Ping An of China Asset Management (Hong Kong) Company Limited
(“Ping An AM ”) (being the investment manager of Ping An Life Insurance
Company of China, Ltd. ( N-W
^s[N”XýOÝ“¡Nýg	PQlSł) (“ Ping An Life
Insurance ”)), UBS Securities Hong Kong Limited, UBS AG Hong Kong
Branch, CITIC Securities (Hong Kong) Limited, CLSA Limited and
Morgan Stanley Asia Limited, pursuant to which, Ping An AM (for and on
behalf of Ping An Life Insurance) has agreed to purchase the number of
Offer HDRs at the final Offer Price in the amount of HK dollars equivalent
to US$30,000,000;
(c) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Wanguo Gold Group Limited (“ Wanguo ”), UBS Securities Hong Kong
Limited, UBS AG Hong Kong Branch, CITIC Securities (Hong Kong)
Limited and CLSA Limited, pursuant to which, Wanguo has agreed to
purchase the number of Offer HDRs at the final Offer Price in the amount
of HK dollars equivalent to US$20,000,000;
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-2 –


--- page 731 ---
(d) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Glencore International AG (“ Glencore AG ”), UBS Securities Hong Kong
Limited, UBS AG Hong Kong Branch, CITIC Securities (Hong Kong)
Limited, CLSA Limited and China International Capital Corporation
Hong Kong Securities Limited, pursuant to which, Glencore AG has
agreed to purchase the number of Offer HDRs at the final Offer Price in the
amount of HK dollars equivalent to US$20,000,000;
(e) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Mercuria Holdings (Singapore) Pte. Ltd. (“ Mercuria ”), UBS Securities
Hong Kong Limited, UBS AG Hong Kong Branch, CITIC Securities
(Hong Kong) Limited, CLSA Limited and China International Capital
Corporation Hong Kong Securities Limited, pursuant to which, Mercuria
has agreed to purchase the number of Offer HDRs at the final Offer Price
in the amount of HK dollars equivalent to US$20,000,000;
(f) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Trafigura Pte. Ltd., UBS Securities Hong Kong Limited, UBS AG Hong
Kong Branch, CITIC Securities (Hong Kong) Limited, CLSA Limited and
China International Capital Corporation Hong Kong Securities Limited,
pursuant to which, Trafigura Pte. Ltd. has agreed to purchase the number
of Offer HDRs at the final Offer Price in the amount of HK dollars
equivalent to US$20,000,000;
(g) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Intera Mining Investment Limited (“ Intera Mining ”), UBS Securities Hong
Kong Limited, UBS AG Hong Kong Branch, CITIC Securities (Hong
Kong) Limited and CLSA Limited, pursuant to which, Intera Mining has
agreed to purchase the number of Offer HDRs at the final Offer Price in the
amount of HK dollars equivalent to US$10,000,000;
(h) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
GF Fund Management Co., Ltd. (“ GF Fund Management ”), UBS
Securities Hong Kong Limited, UBS AG Hong Kong Branch, CITIC
Securities (Hong Kong) Limited and CLSA Limited, pursuant to which,
GF Fund Management has agreed to purchase the number of Offer HDRs
at the final Offer Price in the amount of HK dollars equivalent to
US$8,000,000;
(i) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
GF International Investment Management Limited (“ GF Fund HK ”), UBS
Securities Hong Kong Limited, UBS AG Hong Kong Branch, CITIC
Securities (Hong Kong) Limited and CLSA Limited, pursuant to which,
GF Fund HK has agreed to purchase the number of Offer HDRs at the
final Offer Price in the amount of HK dollars equivalent to US$2,000,000;
(j) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
CNGR Hong Kong Material Science & Technology Co., Limited, UBS
Securities Hong Kong Limited, UBS AG Hong Kong Branch, CITIC
Securities (Hong Kong) Limited, CLSA Limited and Morgan Stanley Asia
Limited, pursuant to which, CNGR Hong Kong Material Science &
Technology Co., Limited has agreed to purchase the number of Offer
HDRs at the final Offer Price in the amount of HK dollars equivalent to
US$7,000,000;
(k) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-3 –


--- page 732 ---
Eurus Holdings SPC (acting for and on behalf of OAAM Diversified
Opportunities III S.P .) (“ Orix ”), UBS Securities Hong Kong Limited, UBS
AG Hong Kong Branch, CITIC Securities (Hong Kong) Limited and
CLSA Limited, pursuant to which, Orix has agreed to purchase the number
of Offer HDRs at the final Offer Price in the amount of HK dollars
equivalent to US$5,000,000;
(l) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Wind Sabre Fund SPC (acting on behalf and for the account of Wind Sabre
Opportunities Fund SP) (“ WSOF ”), UBS Securities Hong Kong Limited,
UBS AG Hong Kong Branch, CITIC Securities (Hong Kong) Limited and
CLSA Limited, pursuant to which, WSOF has agreed to purchase the
number of Offer HDRs at the final Offer Price in the amount of HK dollars
equivalent to US$5,000,000; and
(m) the cornerstone investment agreement dated June 15, 2026 entered into
between our Company (for itself and on behalf of Selling Shareholders),
Dymon Asia Multi-Strategy Investment Master Fund (“ DAMSIMF ”),
UBS Securities Hong Kong Limited, UBS AG Hong Kong Branch, CITIC
Securities (Hong Kong) Limited and CLSA Limited, pursuant to which,
DAMSIMF has agreed to purchase the number of Offer HDRs at the final
Offer Price in the amount of HK dollars equivalent to US$5,000,000.
2. Intellectual Property Rights of the Group
As of the Latest Practicable Date, save as disclosed in the section headed
“Business — Intellectual Property” in this prospectus, we have not owned and
used any material intellectual property in the form of trademark, copyright,
patent, industrial design, geographical indications, plant variety, layout design of
integrated circuits and trade secrets in Indonesia.
C. FURTHER INFORMATION ABOUT OUR DIRECTORS, COMMISSIONERS AND
SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
Interests of our Directors and Commissioners in our Shares,
Based on information available to the Company, the interests of our Directors
and Commissioners in our Shares as at 31 May 2026 is as follows:
Name of Director/
Commissioner Nature of interest
Number of
Shares
Approximate
percentage of
shareholding
interests (%)
Mr. Santoso Kartono (1) . . . . Beneficial interest 185,041,495 1.256%
Mr. Winato Kartono . . . . . . Beneficial interest 548,772,817 3.725%
Nicholas John Green . . . . . . Beneficial interest 300,000 0.002%
Xinyu Wang . . . . . . . . . . . . Beneficial interest 1,470,300 0.01%
Notes:
(1) Mr. Winato Kartono and Mr. Santoso Kartono are Commissioners of our Company. Mr.
Santoso Kartono is the brother of Mr. Winato Kartono.
2. Directors and Commissioners’ Offering Letters
T
he Company has entered into offering letters with the Directors and
Commissioners on 25 February 2026 for their proposed appointment. Pursuant
to our Articles of Association, the term of service of the Directors and
Commissioners shall be three years. The principal provisions of the offering
letters are that (a) they agree to be nominated for appointment as Directors and
Commissioners of the Company, subject to shareholders’ approval at a general
meeting of shareholders, and (b) the offering letters do not constitute definitive
appointments and the proposed appointments will only become effective upon
approval by the general meeting of shareholders and completion of all applicable
corporate procedures.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-4 –


--- page 733 ---
None of our Directors and Commissioners has entered, or has proposed to enter,
a service contract in the capacity of directors or commissioners with any member
of the Group (other than contracts expiring or determinable by the employer
within one year without the payment of compensation (other than statutory
compensation)).
3. Directors and Commissioners’ Remuneration
The aggregate remuneration (including fees, salaries, contributions to pension
schemes, housing allowances and other allowances and benefits in kind and
discretionary bonuses) paid to our Directors and Commissioners for each of the
three years in the period ended 31 December 2025 were approximately
US$166,068, US$159,581 and US$154,420 respectively. The Company has not set
aside or accrued any amount to provide pension, retirement or other similar
benefits to our executive officers and directors.
Save as disclosed in the section headed “Directors, Senior Management and
Commissioners — Compensation Of The Board Of Directors And The Board Of
Commissioners” and the above, no other amounts have been paid or are payable
by us to our Directors and Commissioners for each of the three years in the
period ended 31 December 2025.
Our Independent Commissioners are appointed for a term of three years. The
Company intends to pay a Commissioner’s fee of ranging from US$90,000 to
US$165,000 gross per annum to each of the Independent Commissioners,
depending on their respective roles, including participation in the Company’s
committees. Save for the Commissioner’s fees, none of our Independent
Commissioners is expected to receive any other remuneration for holding his or
her office as an Independent Commissioner.
Under the arrangements currently in force as of the date of this prospectus, the
aggregate amount of remuneration payable by our Group to our Directors and
Commissioners for the year ending 31 December 2026 will be approximately
US$155,000. There was no arrangement under which a Director or Commissioner
has waived or agreed to waive any emoluments for each of the three financial
years immediately preceding the issue of this prospectus.
4. Directors and Commissioners’ Competing Interests
Save as disclosed in the sections headed “Directors, Senior Management and
Commissioners” and “Relationship with our Controlling Shareholders”, none of
our Directors and Commissioners are interested in any business apart from the
Group’s business which competes or is likely to compete, directly or indirectly,
with the business of the Group.
5. Personal guarantees
The Directors and Commissioners have not provided personal guarantees in favor
of lenders in connection with banking facilities granted to us.
6. Agency fees or commissions received
Save in connection with the Underwriting Agreements, none of our Directors and
Commissioners, nor any of the parties listed in the paragraph headed “D. Other
Information — 5. Qualification of Experts” in this Appendix had received any
commissions, discounts, agency fees, brokerages or other special terms in
connection with the issue or sale of any share or loan capital of our Company or
any of our subsidiary within the two years preceding the date of this prospectus.
7. Related party transactions
During the two years preceding the date of this prospectus, we have engaged in
the material related party transaction as described in the Accountant’s Report
and the Unaudited Pro Forma Financial Information set out in Appendix I and
Appendix II to this prospectus.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-5 –


--- page 734 ---
8. Disclaimers
Save as disclosed in this prospectus:
(a) none of the Directors and Commissioners nor any of the persons listed in
the paragraph headed “D. Other Information — 5. Qualification of
Experts” below is interested in the promotion of, or in any assets which
have been, within the two years immediately preceding the issue of this
prospectus, acquired or disposed of by or leased to any member of the
Group, or are proposed to be acquired or disposed of by or leased to any
member of the Group;
(b) none of the Directors and Commissioners nor any of the persons listed in
“— D. Other Information — 5. Qualification of Experts” below is
materially interested in any contract or arrangement with the Group
subsisting at the date of this prospectus which is unusual in its nature or
conditions or which is significant in relation to the business of the Group
as a whole; and
(c) save in connection with Underwriting Agreements, none of our Directors
and Commissioners nor any of the persons listed in “— D. Other
Information — 5. Qualification of Experts” below (i) is interested legally
or beneficially in any of our Shares or any share in any of our subsidiary;
or (ii) has any right (whether legally enforceable or not) to subscribe for or
to nominate persons to subscribe for securities in any member of our
Group.
D. OTHER INFORMATION
1. Estate duty
Our Directors and Commissioners have been advised that no material liability for
estate duty is likely to fall on our Company or any of our subsidiary.
2. Litigation
During the Track Record Period and up to the Latest Practicable Date, save as
disclosed in “Business — Legal Proceedings and Compliance”, no member of the
Group was engaged in any litigation, arbitration or claim of material importance,
and no litigation, arbitration or claim of material importance was known to our
Directors and Commissioners to be pending or threatened by or against the
Group, that would have a material adverse effect on its business, financial
condition or results of operations.
3. Joint Sponsors
The Joint Sponsors have made an application on our behalf to the Listing
Committee for the listing of, and permission to deal in, the HDRs in issue and to
be issued as mentioned in this Prospectus (including any HDRs which may be
issued pursuant to the exercise of the Over-allotment Option).
The Joint Sponsors satisfy the independence criteria applicable to sponsors set
out in Rule 3A.07 of the Hong Kong Listing Rules. The Joint Sponsors will
receive an aggregate fee of US$800,000 for acting as the sponsor for the Listing.
4. No Material Adverse Change
Our Directors and Commissioners confirm that there has been no material
adverse change in the financial or trading position or prospects of the Group
since 31 December 2025 (being the date to which the latest audited consolidated
financial statements of the Group were prepared).
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-6 –


--- page 735 ---
5. Qualification of Experts
The following are the qualifications of the experts (as defined under the Listing
Rules and the Companies (Winding Up and Miscellaneous Provisions)
Ordinance) who have given opinions or advice which are contained in this
prospectus:
Name Qualification
UBS Securities
Hong Kong Limited
A licensed corporation to conduct Type 1
(dealing in securities), Type 2 (dealing in
futures contracts), Type 6 (advising on
corporate finance) and Type 7 (providing
automated trading services) regulated
activities under the SFO
CITIC Securities
(Hong Kong) Limited
A licensed corporation to conduct Type 4
(advising on securities) and Type 6 (advising
on corporate finance) regulated activities as
defined under the SFO
BDO Limited Certified Public Accountants under
Professional Accountants Ordinance (Cap. 50
of the Laws of Hong Kong) and Registered
Public Interest Entity Auditor under
Accounting and Financial Reporting Council
Ordinance (Cap. 588 of the Laws of Hong
Kong)
Assegaf Hamzah & Partners Legal adviser to the Company as to Indonesian
laws
PT Mining One Indonesia Competent person (with the meaning of
Chapter 18 of the Hong Kong Listing Rules)
CRU International Limited Industry Consultant
6. Consents of Experts
Each of the experts as referred to in the paragraph headed “— 5. Qualifications
of Experts” in this Appendix has given and has not withdrawn their consent to
the issue of this prospectus with the inclusion of their reports and/or letters
and/or legal opinions (as the case may be) and references to their names included
in the form and context in which they are respectively included.
As at the Latest Practicable Date, none of the experts named above has any
shareholding interests in our Company or any of our subsidiary or the right
(whether legally enforceable or not) to subscribe for or to nominate persons to
subscribe for securities in our Company or any of our subsidiary.
7. Promoters
Our Company has no promoter for the purpose of the Hong Kong Listing Rules.
Save as disclosed in this prospectus, within the two years immediately preceding
the date of this prospectus, no cash, securities or other benefit has been paid,
allotted or given nor are any proposed to be paid, allotted or given to any
promoters in connection with the Global Offering and the related transactions
described in this prospectus.
8. Preliminary Expenses
The Company did not incur any material preliminary expenses.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-7 –


--- page 736 ---
9. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of
this prospectus, of rendering all persons concerned bound by all of the provisions
(other than the penal provisions) of Sections 44A and 44B of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance insofar as applicable.
10. Bilingual Prospectus
The English language and Chinese language versions of this prospectus are being
published separately, in reliance upon the exemption provided by section 4 of the
Companies (Exemption of Companies and Prospectuses from Compliance with
Provisions) Notice (Cap. 32L of the Laws of Hong Kong).
11. Particulars of the Selling Shareholders and the Over-allotment Option Grantors
The following the Selling Shareholders and the Over-allotment Option Grantors
have agreed to sell a portion of their shares in the Global Offering (via the
issuance of HDRs). The particulars of the Selling Shareholders and the
Over-allotment Option Grantors are set out below:
Name: PT Nusantara Indah Cemerlang
Registered Office: Gedung Ranuza, Jl. Timor No 10, Gondangdia,
Menteng, Indonesia 10350
Description: PT Nusantara Indah Cemerlang is a limited liability
company incorporated in the Republic of Indonesia and
an investment holding company, which is 99%
beneficially owned by Mr. Lewi Sasmita Kosasih
Number of Sale
Shares:
352,337,000 (representing 35,233,700 Sale HDRs)
Name: Continuum SPC (acting on behalf of and for the
account of Infinity Fund SP)
Registered Office: Campbells Corporate Services Limited, Floor 4, Willow
House, Cricket Square, Grand Cayman KY1-9010,
Cayman Islands
Description: Continuum SPC (acting on behalf of and for the
account of Infinity Fund SP) is an exempted limited
segregated portfolio company registered in the Cayman
Islands. Its general partner/investment manager is
Gallium Investment Pte. Ltd. which is incorporated in
Singapore and beneficially owned by Mr. Cheng Keok
Wee as to 70%, Mr. Tan Xuan Ri Leon as to 20% and
Ms. Ong Mei Suet, Michele as to 10%. In the fund, none
of each of the limited partners hold a stake greater than
10%
Number of Sale
Shares:
210,490,000 (representing 21,049,000 Sale HDRs)
Maximum number of
Shares to be sold
pursuant to the
exercise of the
Over-allotment
Option:
28,082,000 (representing 2,808,200 Sale HDRs)
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-8 –


--- page 737 ---
Name: PT Nugraha Eka Kencana
Registered Office: Menara Karya Building 15th Floor, Jl.H.R Rasuna Said
Blok X-5, Kav. 1-2, Kel. Kuningan Timur, Kec.
Setiabudi, South Jakarta, DKI Jakarta – 12950
Description: PT Nugraha Eka Kencana is a limited liability company
incorporated in the Republic of Indonesia and an
investment holding company, which is beneficially
owned by Mr. Edwin Soeryadjaya as to 51.7%.
Number of Sale
Shares:
46,586,000 (representing 4,658,600 Sale HDRs)
Maximum number of
Shares to be sold
pursuant to the
exercise of the
Over-allotment
Option:
20,002,000 (representing 2,000,200 Sale HDRs)
Name: PT Bintang Delapan Harmoni
Registered Office: Rukan Grand Puri Niaga Jl. Puri Kencana Blok K6 No.
3E Kel. Kembangan Selatan, Kec. Kembangan, West
Jakarta, DKI Jakarta – 11610
Description: PT Bintang Delapan Harmoni is a limited liability
company incorporated in the Republic of Indonesia and
an investment holding company, which is beneficially
owned by Mr. Halim Mina as to 40%, Mr. Mikhael SE as
to 30%, and Ms. Aprillia Astena and Mr. Boby
Tejakusuma as to 15% each.
Number of Sale
Shares:
52,775,000 (representing 5,277,500 Sale HDRs)
Name: Mr. Edi Permadi
Correspondence
Address:
Jl Cucak Rawa no. 18B, RT004/RW003, Kelurahan
Bukit Duri, Kecamatan Tebet, Jakarta Selatan,
Indonesia
Description: An individual investor familiar with the gold mining
sector
Number of Sale
Shares:
41,307,000 (representing 4,130,700 Sale HDRs)
Name: GEM Hong Kong International Co., Limited
Registered Office: Unit 2, LG 1, Mirror Tower, 61 Mody Road, Tsim Sha
Tsui, Kowloon, Hong Kong
Description: GEM Hong Kong International Co., Limited is a private
company incorporated under the laws of Hong Kong
and an investment holding company, which is
wholly-owned by GEM Co., Ltd., a listed company.
APPENDIX V STATUTORY AND GENERAL INFORMATION
– V-9 –


--- page 738 ---
Number of Sale
Shares:
40,829,000 (representing 4,082,900 Sale HDRs)
Name: PT Deze Trading Indonesia
Registered Office: IMIP Building, Jl. Batu Mulia 8, Kel. Meruya Utara,
Kec. Kembangan, West Jakarta, DKI Jakarta – 11620
Description: PT Dez e Trading Indonesia is a limited liability
company incorporated in the Republic of Indonesia and
an investment holding company, which is beneficially
wholly owned by Mr. Ding Liguo.
Number of Sale
Shares:
37,489,000 (representing 3,748,900 Sale HDRs)
Name: Mr. Alexander Ramlie
Correspondence
Address:
Jalan Widya Chandra 13, No 6, Jakarta 12190,
Indonesia
Description: An individual investor familiar with the gold mining
sector
Number of Sale
Shares:
35,376,000 (representing 3,537,600 Sale HDRs)
Name: PT Unitras Kapital Indonesia
Registered Office: Menara Karya Building 17th Floor, Jl.H.R Rasuna Said
Blok X-5, Kav. 1-2, Kel. Kuningan Timur, Kec.
Setiabudi, South Jakarta, DKI Jakarta – 12950
Description: PT Unitras Kapital Indonesia is a limited liability
company incorporated in the Republic of Indonesia and
an investment holding company, which is beneficially
owned by Mr. Edwin Soeryadjaya as to 50%.
Number of Sale
Shares:
23,468,000 (representing 2,346,800 Sale HDRs)
Maximum number of
Shares to be sold
pursuant to the
exercise of the
Over-allotment
Option:
10,075,000 (representing 1,007,500 Sale HDRs)
Name: Sherman Mineral Trading Co., Limited
Registered Office: Unit 1002, 10/F., Perfect Commercial Building, 20
Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong
Description: Sherman Mineral Trading Co., Limited is a limited
company incorporated under the laws of Hong Kong
and an investment holding company, which is
beneficially wholly-owned by Mr. Hsieh Wei-Tong.
Number of Sale
Shares:
23,311,000 (representing 2,331,100 Sale HDRs)
APPENDIX V STATUTORY AND GENERAL INFORMATION
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Name: Mr. Winato Kartono
Correspondence
Address:
Pacific Century Place, Level 19, Sudirman Central
Business District Lot 10, Jl. Jendral Sudirman Kav
52-53, Jakarta, 12190
Description: A commissioner of the Company, Mr. Winato Kartono
is an individual investor familiar with the gold mining
sector
Number of Sale
Shares:
N/A
Maximum number of
Shares to be sold
pursuant to the
exercise of the
Over-allotment
Option:
76,343,000 (representing 7,634,300 Sale HDRs)
Name: Mr. Hardi Wijaya Liong
Correspondence
Address:
Pacific Century Place, Level 19, Sudirman Central
Business District Lot 10, Jl. Jendral Sudirman Kav
52-53, Jakarta, 12190
Description: An individual investor familiar with the gold mining
sector, who was previously a commissioner of the
Company between 13 June 2025 and 10 December 2025.
Number of Sale
Shares:
32,718,000 (representing 3,271,800 Sale HDRs)
12. Miscellaneous
(a) Save as disclosed in this prospectus, within the two years immediately
preceding the date of this prospectus:
(i) neither we nor our subsidiary has issued or agreed to issue any share
or loan capital fully or partly paid up either for cash or for a
consideration other than cash;
(ii) no share or loan capital of our Company or our subsidiary is under
option or is agreed conditionally or unconditionally to be put under
option;
(iii) no commissions, discounts, brokerage or other special terms have
been granted in connection with the issue or sale of any shares or
loan capital of any member of the Group;
(iv) no commission has been paid or payable (except commission to
sub-underwriters) to any persons for subscription, agreeing to
subscribe, procuring subscription or agreeing to procure
subscription of any shares of our Company or our subsidiary;
(v) no founder, management or deferred shares of our Company or our
subsidiary have been issued or agreed to be issued; and
(vi) there is no arrangement under which future dividends are waived or
agreed to be waived.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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(b) Save as disclosed in this prospectus, none of the persons named in the
paragraph headed “— D. Other Information — 6. Consent of Experts” in
this Appendix is interested beneficially or otherwise in any shares of any
member of the Group or has any right or option (whether legally
enforceable or not) to subscribe for or nominate persons to subscribe for
any securities in any member of the Group;
(c) Our Directors and Commissioners confirm that:
(i) there has not been any interruption in the business of our Company
which may have or have had a material adverse effect on the financial
position of our Company in the 12 months immediately preceding
the date of this prospectus; and
(ii) our Company has no outstanding convertible debt securities or
debentures.
(d) The English version of this prospectus shall prevail over the Chinese
version.
APPENDIX V STATUTORY AND GENERAL INFORMATION
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1. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG
KONG
The documents attached to the copy of this prospectus delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) a copy of each of the material contracts referred to in the section headed
“Statutory and General Information — B. Further Information about Our
Business — 1. Summary of Material Contracts” in Appendix V to this
prospectus;
(b) the written consents referred to in the section headed “Statutory and General
Information — D. Other Information — 6. Consents of Experts” in Appendix V
to this prospectus; and
(c) the statement of particulars of the Selling Shareholders and the Over-allotment
Option Grantors.
2. DOCUMENTS ON DISPLAY
Copies of the following documents will be published on the website of the Stock
Exchange at www.hkexnews.hk and the website of our Company at
https://merdekagoldresources.com for a period up to and including the date which is 14
days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report for the years ended 31 December 2023, 2024 and 2025
prepared by BDO Limited, the text of which is set out in Appendix I to this
prospectus;
(c) the audited consolidated financial statements of our Group for the years ended
31 December 2023, 2024 and 2025;
(d) the report on the unaudited pro forma financial information of our Group
prepared by BDO Limited, the text of which is set out in Appendix II to this
prospectus;
(e) the letter of advice prepared by Assegaf Hamzah & Partners, our Indonesian
legal adviser, summarizing the constitution of our Company and certain aspects
of the Indonesian Companies Law referred to in Appendix IV to this prospectus;
(f) the Indonesia legal opinions issued by Assegaf Hamzah & Partners, our
Indonesian legal adviser, in respect of certain general corporate matters of our
Group in Indonesia;
(g) the competent person’s report issued by PT Mining One Indonesia, the text of
which is set out in Appendix III to this prospectus;
(h) the industry report issued by CRU International Limited, our industry
consultant;
(i) the material contracts referred to in the section headed “Statutory and General
Information — B. Further Information about Our Business — 1. Summary of
Material Contracts” in Appendix V to this prospectus;
(j) the written consents referred to in the section headed “Statutory and General
Information — D. Other Information — 6. Consents of Experts” in Appendix V
to this prospectus;
(k) the Indonesian Companies Law; and
(l) the statement of particulars of the Selling Shareholders and the Over-allotment
Option Grantors.
APPENDIX VI DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES
IN HONG KONG AND DOCUMENTS ON DISPLAY
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