Delivering 
on production and
exploration
Cluff Gold plc 
Annual Report & Accounts 2010 Company Overview
02 Our Operations
04 Operational Highlights
06 Chairman’s Statement
07 Chief Executive’s Statement
Business Review
08 Sierra Leone - Baomahun
12 Burkina Faso - Kalsaka
16 Côte d’Ivoire - Angovia
20 Mali - Mamoudouya
22 Financial Report
23 Corporate Social Responsibility
Governance
24 Board of Directors
26 Directors’ Report
31 Directors’ Responsibilities
32 References
Financial Statements
34 Independent Auditor’s Report
35 Consolidated Statement 
of Comprehensive Income
36 Consolidated Statement 
of Financial Position
37 Company Statement 
of Financial Position
38 Consolidated Statement 
of Changes in Equity
39 Company Statement 
of Changes in Equity
40 Consolidated Statement 
of Cash Flows
41 Company Statement 
of Cash Flows
42 Summary of Significant 
Accounting Policies
48 Notes to the Consolidated 
Financial Statements
64 Company information
Cluff Gold plc 
Annual Report & Accounts 2010 1
Company Overview
Our Highlights
2010 EBITDA
US$22.6m
2010 Operational Cash Flow
US$23.4m
Production Growth
+24%
EBITDA Growth
+431%
2010 Closing Cash Position
US$20.9m
Share Price Growth
+70% Using internal cash flow 
to drive exploration 
across our asset base
Cluff Gold plc 
Annual Report & Accounts 2010 01
Company Overview
Our Strategy Cluff Gold plc 
Annual Report & Accounts 2010 02
Company Overview
Our Operations
West Africa
Freetown
Baomahun
Ouagadougou
Kalsaka
Expected Production by 2014
157,000oz
2010 Production
74,000oz
Sierra Leone Baomahun
Baomahun is Cluff Gold’s defining development asset. 
A feasibility study is expected on the current resources,
which includes 1.4 million ounces (at 2.9g/t Au) of
measured and indicated resources and 1.0 million
ounces (at 2.6g/t Au) of inferred resources. Seven drill
targets have been identified along the 12km strike
resources where exploration drilling is ongoing.
Burkina Faso Kalsaka
The Kalsaka mine is Cluff Gold’s primary cash
generator, having produced 74,000 ounces of gold in
2010. The Company is conducting exploration drilling
to define additional oxide material to extend the mine
life. Four new exploration licences in Eastern Burkina
Faso were also granted in August 2010, providing a
pipeline of future projects to the Group. Cluff Gold plc 
Annual Report & Accounts 2010 03
Company Overview
Mamoudouya
Bamako
Yamoussoukro
Abidjan
Angovia
The Group generates significant cash flow through its
Kalsaka mine in Burkina Faso, and remains focused on
its objective of becoming a mid-tier producer through
the development of its wholly-owned Baomahun
project in Sierra Leone.
Significant Sulphide Potential
292,000oz
at 1.6g/t Au 
Recent Trenching Results
40m at 0.7g/t Au including
13m at 1.5g/t Au
Côte d’Ivoire Angovia
Located in highly prospective Birimian greenstone belt
terrain, the Angovia mine produced 20,000 ounces of
gold in 2010.  The Company is now devising alternative
strategies to maximise the value of Angovia, including
a focus on the significant sulphide potential.
Mali Mamoudouya
Mamoudouya is the latest addition to the Group’s
exploration licences, having been awarded in January
2011. Located 300km west of Bamako, the capital city
of Mali, the licence covers 109 sq. km of highly
prospective Birimian Kenieba inlier belt, which hosts
several world class gold deposits including Randgold’s
Loulo Mine and Gounkoto Project and AngloGold
Ashanti’s Sadiola Mine. 2010 Achievements
> Strengthened management team with 
appointment of Peter Spivey as CEO
> 36% increase in production at the Kalsaka mine 
compared to 2009
> 27% increase in measured & indicated resources 
at Baomahun to 1.4 million ounces at 2.9g/t Au
> Completion of a positive Baomahun scoping study
> 7 high priority drill targets identified through
Baomahun VTEM survey interpretation
> Award of 4 new Burkina Faso licences
> US$22.6m EBITDA 
Baomahun Objectives
> Completion of feasibility study for current 
resource area
> Finalise cost optimisation studies such as 
flotation processing option
> Conduct an aggressive exploration plan 
along 12km strike targeting VTEM anomalies
> Finalise mining lease agreement and 
environmental permitting
> Complete project financing
> Complete feasibility study for hydro-electric 
power plant
Cluff Gold plc 
Annual Report & Accounts 2010 04
Company Overview
Operational 
Highlights Kalsaka Objectives
> Continuing to deliver on production, 
with 70,000oz targeted in 2011
> Completion of a US$7m exploration programme 
in 2011 including 63,000m of drilling, targeting:
• Increasing oxide reserves along the twin shear
structures within the Kalsaka licence
• Exploring sulphide potential beneath the current
open pits
• Satellite deposits within the neighbouring Yako
licence, 20km to the south of the Kalsaka mine
Angovia and Mamoudouya Objectives
> Complete ground geophysics and 2,000m 
trenching programme at Mamoudouya prospect 
in Mali to define initial drill targets
> Initiate a US$3.3m exploration programme at
Angovia, including 31,000m of drilling, focused on:
• 4 identified lateritic targets suitable for processing
in the current plant
• Additional oxide targets along the structural 
trends within the Angovia licence
• Further drilling at the Kongonza deposit to test
continuity along strike
• Following up the sulphide potential beneath the
current defined oxide resources, evidenced by
292,000oz at 1.6g/t Au in measured and 
indicated sulphide resources delineated to date
Cluff Gold plc 
Annual Report & Accounts 2010 05
Company Overview Cluff Gold plc 
Annual Report & Accounts 2010 06
Company Overview
Chairman’s Statement
2010 was a year of consolidation, marked 
by a strengthening in our cash position.  
This allows us to properly develop our
exploration extrategy.
Since my last report I have stepped down as Chief Executive in
favour of Peter Spivey. This was effective from January 1st this
year and followed after Peter Spivey had served as Chief
Operating Officer of the Company for over a year. Apart from now
being thoroughly familiar with every aspect of our business, he is
based in West Africa which is where your board believes the Chief
Executive needs to be. I remain as Chairman based in London.
One of the governing reasons which supported Mr Spivey’s
welcome decision to join this Company was his belief in the
potential of the Baomahun project in Sierra Leone. He is now
charged with the task of superintending the transition of this gold
deposit into a producing mine and his experience and leadership
will be absolutely fundamental to attaining that objective. One of
the crucial demands which a development of this scale makes is
for additional management and Peter Spivey and Pete Gardner,
our Finance Director, are augmenting their respective teams.
Your Company has a clear goal of achieving production of 250,000
to 300,000 ounces per year. It is our intention that Cluff Gold will
attain this target as an independent entity through the development
of its flagship Baomahun project. This goal will move closer to
reality following the completion of the Baomahun feasibility study
later this year.
Whilst our undoubted priority is the development of Baomahun we
remain committed to our exploration remit which now encompasses
licences in Mali, Burkina Faso and Côte d’Ivoire in addition to
Sierra Leone. We operate the Kalsaka mine and have a vigorous
programme of drilling there with a view to extending the life of this
mine. We have further exploration licences, awarded to us in 2010,
in Burkina Faso and our exploration team has begun the
exploratory process on those licences.
Possibly our most prospective exploration ground is at Angovia in
the Côte d’Ivoire. As I write, the small mine at Angovia – which
produced gold from an oxide deposit – is on care and maintenance
following the interruption of supplies resulting from the recent
unrest in that country. However, there exists an underlying sulphide
deposit at Angovia, which is presently estimated to contain an
initial measured and indicated resource of 292,000 ounces
(169,000 ounces measured at 1.5g/t Au and 123,000 ounces
indicated at 1.7g/t Au). We believe that the sulphide potential 
at Angovia is significant and are planning a major exploration
programme with a view to developing a more substantial mine
should results warrant.
The location of a major hydroelectric plant within five kilometres 
of Angovia provides the added benefit of low power costs should
a mine be developed.
As a result of our high level of exploration activity and expenditure,
the Chief Executive is looking to establish a larger geology
department to ensure the Company capitalises on the momentum
gained in 2010.
There is no gainsaying that large parts of the African Continent are
currently in a condition which renders cogent analysis both difficult
and dangerous. On the one hand West Africa remains geologically
speaking one of the most prospective areas in the world. This is
complemented by Governments which, in the main, are well aware
of and responsive to the importance of foreign investment and
which conduct their affairs within the framework of English or
French law. On the other hand the scourge of inflation, particularly
food price inflation, and the evidence of the possibility of regime
change being a solution has taken hold amongst the population of
various countries. We had direct experience of this recently in the
Côte d’Ivoire although the situation there is evidently improving.
There have also been disturbances in Burkina Faso although our
operations have not been affected. But the atmosphere in the
Middle East and larger parts of Africa remains febrile. My
colleagues and I feel that we must be alert to extending our
activities to other countries in the region and we are examining
various possibilities now. We also take heart from our collective
experience of working in Africa for many years – although every
situation is unique, there is no substitute for knowledge and
familiarity in this type of environment.
To end on a positive note, notwithstanding the recent volatility, the
price of gold has continued to strengthen since my last report, and
my view is that a robust price environment will remain for the
foreseeable future. With high levels of both personal and public
debt throughout the developed world, inflation is in fact the only
clear path to a reduction in absolute terms. Governments around
the world are acting to maintain the supply of money, creating a
fertile environment for the price of all commodities, not least gold.
This will not only be reflected in our cash flow but will strengthen
the underlying value of our business.
J.G. Cluff
Chairman
16 May 2011 Cluff Gold plc 
Annual Report & Accounts 2010 07
Company Overview
Chief Executive’s 
Statement
I believe that the Baomahun project has the
potential to be world class. I look forward to
drawing on my experience to help bring
Baomahun to profitable production.
It is a pleasure to present this, my first report, as Chief Executive
of Cluff Gold plc. Although the period presented pre-dates my
elevation to Chief Executive, I believe it is important that this report
clearly sets out our strategy for the successful development of our
assets, which is very much my main area of focus.
The original decision to join Cluff Gold was an easy one, due to
my belief in the strength of the Company’s assets. In particular, 
I believe that the Baomahun project has the potential to be world
class, and I was drawn to the parallels in respect of its stage of
development with other projects on which I have worked, the
experience from which will help bring it to profitable fruition.
The evolution from an explorer to a developer can be difficult 
for many companies. The skills required to manage a successful
exploration project are often quite different from those required 
for successful development. During the exploration stage, strategy
is dependent on not only the last set of results, but also the next.
The ability to quickly evolve plans in light of recent data is the
most important of all. By comparison, once an ore body is
defined, the key to successful development is putting in place 
the correct systems and procedures to manage the operation 
in an efficient and orderly manner.
When I first arrived at Cluff Gold, a number of the management
systems used at the Company’s two operating mines were
relatively under-developed. As Chief Operating Officer my first task
was to ensure that these systems evolved quickly to improve
operational efficiency. One such example was supply chain and
inventory management. A new management system has been put
in place at both the Kalsaka and Angovia mines to ensure that
critical spare parts are always available, and regular consumables
are purchased from the most appropriate supplier at the right time.
It is these day-to-day operating systems that make the difference
between an efficient, profitable mine, and one that struggles to
maintain production.
In terms of the Company’s development to a mid-tier producer 
we are now at a pivotal time. The completion of the definitive
Baomahun feasibility study due in Q3 2011 is only the first step 
in the value realisation from that project. We are now starting to
focus on building the team that can help develop an efficient and
profitable mine. Whilst resources are central to the value creation
from a project, the importance of having the right team in place
from the outset cannot be underestimated.
In terms of our broader strategy, I must stress the importance of
exploration. Due to our strengthened balance sheet we now have
the funds to allow our resource base to grow across all assets. 
As an unhedged producer of over 70,000 ounces per annum in
Burkina Faso, given the current gold price environment, we will
also generate cash flow during 2011 to continue to meet these
goals. We are therefore working to strengthen our exploration
teams to ensure that we have the right personnel in place to
deliver on the potential of all our assets.
In my opinion Cluff Gold has an almost unique position. 
As a producing gold miner we are very different to earlier stage
exploration companies: not only do we generate the funds
internally for our exploration programmes, we also have personnel
across the Group who understand only too well what is required to
successfully run a producing gold mine – and who understand the
difficulties in developing a mine. By comparison, what sets us
apart from other producing companies is the enormous potential
for growth at all of our assets.
Our strategy is a simple one: 
• At Baomahun, we aim to build a mine producing in excess 
of 150,000 ounces of gold per annum, with a view to an early
expansion should exploration results along strike warrant. 
We are also reviewing a number of cost optimisation strategies
that could deliver a significant cost benefit. 
• At the Kalsaka mine we aim to extend the oxide life of the
existing heap leach operation whilst exploring the deeper
sulphide potential. 
• At Angovia, we aim to focus primarily on the sulphide
potential, adding to the resources delineated to date. 
Together with our new exploration properties in Burkina Faso 
and Mali, I remain convinced that the Company has the asset
base required to develop into a mid-tier producer. I look forward 
to reporting on our progress against these goals in the future.
Peter Spivey
Chief Executive Officer
16 May 2011 Baomahun Project Highlights
> Company defining development project
> Two-fold strategy: 
• advance towards production with existing
resources
• delineate additional ounces along 
12km prospective strike
> Preliminary assessment completed in August 2010
> Feasibility study completion expected 
Q3 2011, with additional cost 
optimisation studies
> Seven new high priority drill targets identified outside
existing resource area, with up to five drill rigs
planned for 2011
Preliminary Assessment August 2010
Total M&I Resources (Moz) 1.42
Total Inferred Resources (Moz) 1.03
Total Mineable Tonnage (OP + UG) (Mt) 14.4
Average Blended Grade (g/t) 2.9
Mineable Ounces (OP + UG) (Moz) 1.4
Mineable OP Tonnage (Mt) 12.0
Head Grade (g/t) 2.7
Mineable OP Ounces (Moz) 1.0
Mineable UG Tonnage (Mt) 2.5
Head Grade (g/t) 4.3
Mineable UG Ounces (Moz) 0.3
Metallurgical Recovery (%) 92
Steady State Throughput (OP + UG) (Mtpa) 1.9
Annual Production (Koz) 157
Total Cash Cost (US$/oz) 500
Mine Life (Years) 8
Capex (US$m) 195
NPV (10%) (US$m) 172
IRR (%) 31
Cluff Gold plc 
Annual Report & Accounts 2010 08
Business Review
Sierra Leone
Baomahun Measured & Indicated Resources
1.4moz 
at 2.9g/t
Inferred Resources
1.0moz
at 2.6g/t 
Project Area Explored
2km
2
of
137km
2
Expected Production by 2014
157,000oz
Archean-Age Banded Iron Formation Strike Length
12km
Cluff Gold plc 
Annual Report & Accounts 2010 09
Business Review Freetown
Baomahun
Baomahun is Cluff Gold’s defining development project. 
The Company’s focus at Baomahun is two-fold: to advance the
project to production with the current resources and to increase
the project’s resource base by delineating additional mineralisation
along the 12km prospective strike. 
The Company made tremendous progress at Baomahun in 2010:
• In June, the Company announced a 27% resource increase to
1,420,000 ounces in the measured and indicated categories
(510,000 ounces measured at 2.9g/t Au and 910,000 ounces
indicated at 2.9g/t Au) and an additional 1,030,000oz (at
2.6g/t) in the inferred category.
• A preliminary assessment was completed in June for the
immediate resource area with positive results, demonstrating
robust economics for an operating mine based on the
currently defined resources. Production at Baomahun is
expected to commence in mid-2013, contributing 157,000
ounces per annum to the Group at an estimated cash cost of
US$500/oz.
• The results of a geophysical VTEM (Versatile Time Domain
Electromagnetic) survey were announced in December 2010,
identifying seven new high priority drill targets along strike –
expanding our exploration focus to the remainder of the 136
sq. km licence area. Up to five drill rigs will be operating on
site in 2011 focused on these targets.
Progress in line with our strategy continues in 2011. Definitive
feasibility study work is progressing, with completion targeted for
Q3 2011. The infill drilling programme has now been completed,
with all major components including environmental and social
studies, engineering plans and mine infrastructure planning well
underway. 
Over 15,000 metres of infill drilling have been completed since the
resource update in June 2010. The extensive drilling has established
greater continuity in the mineralisation than previously modelled.
Notable drill results include:
• 16m at 7.1g/t Au from 346m, including 10 m at 10.2g/t Au from 347m
• 19m at 5.7g/t Au from 611m, including 10 m at 6.9g/t Au from 612m
• 22m at 4.2g/t Au from 332m, including 11m at 7.0g/t Au from 335m
• 13m at 5.4g/t Au from 421m, including 3m at 18.7g/t Au from 429m
• 12m at 8.2g/t Au from 48m, including 5m at 12.8g/t Au from 50m
A new resource block model is currently being developed, which is
expected to be announced during Q2 2011 for inclusion in the
feasibility study. 
*Open pit shell design as envisaged with a gold price of US$1200/oz
Cluff Gold plc 
Annual Report & Accounts 2010 10
Business Review
Sierra Leone
Baomahun
Baomahun Reserves & Resources
T onnes Grade Ounces
Category (Mt) (g/t Au)
Measured 5.5 2.9 510,000
Indicated 9.6 2.9 910,000
Inferred 12.2 2.6 1,030,000
Baomahun Infrastructure Plan
Reserves & Resources
Country Facts
Capital Freetown
Official language English
Government Republic
Area 71,740 km
2
(119th)
27,699 sq mi 
Population (2011): 5.4 million (112th)
GDP (PPP; 2010) US$4.812 billion 
Major industries agriculture, diamond mining,
manufacturing, 
petroleum refining Two-fold strategy: Advance towards production while
delineating additional ounces along strike
A lower-risk open-pit only mining method is being adopted for the
feasibility study, compared to the combined open pit and
underground mining schedule set out in the preliminary assessment. 
Additional cost optimisation studies are also being carried out in
parallel to the feasibility study with a view to achieving the best
possible economics. Principally these are: 
• Ongoing metallurgical test work suggests that a processing
route incorporating a flotation stage may be more
economically viable. This could replace the CIP/CIL circuit
envisaged in the preliminary assessment and, if successful,
would result in a significant reduction in capital and operating
costs. Not only would flotation enable recovery with a much
coarser grind, reducing capital and operating expenditure on
the grinding circuit, it would also remove the capital cost of
large tanks and the high power associated with agitation that
is required for a conventional CIP/CIL process. 
Following successful initial results, variability test work
incorporating flotation and a gravity separation circuit is
ongoing, with final results expected to be available in Q3 2011.
Whilst the feasibility study will be based on the conventional
CIP/CIL process, if the results of the variability test work are
positive the detailed processing plant design will be updated 
in Q4 2011 to incorporate flotation.
• The topographical relief and rainfall pattern of the region
enables the provision of hydro-electric power (“HEP”) without
the need for dam construction or land inundation. A feasibility
study into the establishment of an HEP station has been
commissioned, with 12-month river flow gauging due to be
completed in July 2011. Results to date suggest that a 20MW
run-of-river HEP plant could provide 72% annual power
availability, which would significantly reduce operating cash
costs at current fuel prices compared to the heavy fuel oil
power option currently modelled. 
The HEP feasibility study is expected to be completed in Q4
2011, with the HEP project separately financed from the mine.
The heavy fuel oil power plant envisaged in the feasibility study
will be required regardless of the results of the HEP feasibility
study due to the seasonality of river flow and the power
requirements at the height of the dry season. The construction
of the heavy fuel oil power plant will also ensure that the HEP
project will not delay commencement of mine development.
Significant additional exploration potential
With the current resource contained in only 2 sq. km of the 137 sq.
km project area, the Company is excited by the significant
exploration potential along strike to the north at Baomahun. The
second branch of the Company’s two-fold strategy at Baomahun
is to realise the resource potential along the 12-km Archaean-age
banded iron formation (BIF) strike, with a view to increasing the
project’s total resource base.
Prior to 2010 very little focus had been given to the wider potential
of the Baomahun area, but an airborne VTEM survey for the
Baomahun licence area was undertaken in Q2 2010, with the final
interpretation announced in December 2010. Using data from the
VTEM Survey correlated with known lithologies, magnetic
anomalies and geochemical surface data, seven new drill targets
were identified. All are interpreted as occurring close to surface
with strikes and dips similar to mineralisation in the existing
resource area. 
Over 1,000 metres of trenching has been carried out over the
targets identified, with initial assay results expected in Q2 2011. 
An initial 12,000 metres diamond drilling programme commenced
in Q1 2011 to provide first pass drilling for all targets, with over
3,500 metres drilled to date. Drill core from the first holes includes
sulphide mineralisation known to be associated with gold in the
current resource area. The first assay results are expected in Q2
2011, which will demonstrate whether these sulphide minerals are
also associated with gold in the new targets. Up to five drill rigs will
be operating this year to complete the initial drilling programme
and follow up on any promising mineralised areas identified.
Cluff Gold plc 
Annual Report & Accounts 2010 11
Business Review
VTEM Kalsaka Project Highlights
> Strong 2010 performance driven by operational
improvements
> 2011 expected production: 70,000oz
> Renewed exploration focus
• 12,000m of RC drilling in 2010
• 11m at 5.6g/t intercepted in oxide 
• 15m at 7.4g/t intercepted in sulphide
> 2 drill rigs currently on site 
Reserves & Resources
T onnes Grade Ounces
(Mt) (g/t Au)
Resources at 0.5g/t Au cut off
Oxide & Transitional Measured 2.3 1.7 126,000 
Indicated 4.5 1.5 212,000
Measured & 
Indicated 6.8 1.5 338,000
Inferred 1.0 1.3 44,000
Sulphide Measured 0.1 1.6 8,000
Indicated 1.0 1.7 55,000
Measured & 
Indicated 1.2 1.7 63,000
Inferred 2.3 1.5 113,000
Reserves at 0.5g/t Au cut off and US$950/oz gold price
Oxide & Transitional Proven 1.5 1.8 87,000
Probable 1.9 1.6 99,000
Proven & 
Probable 3.4 1.7 186,000
Cluff Gold plc 
Annual Report & Accounts 2010 12
Business Review
Burkina Faso
Kalsaka 2010 Production
74,000oz
2011 Exploration Budget
US$7m
2010 EBITDA
US$29.1m
Cluff Gold plc 
Annual Report & Accounts 2010 13
Business Review Ouagadougou
Kalsaka
As the Company’s predominant cash generator, Kalsaka delivered
exceptional performance in 2010 by exceeding the Company’s
70,000 ounces production guidance and generating EBITDA of
US$29.1m to fund the Group’s activities.
A total of 74,073 ounces of fine gold was smelted at Kalsaka in
2010, representing a 36% increase on 2009. This strong
performance was driven by the increase in plant capacity from
1.2Mtpa to 1.6Mtpa, completed in Q4 2009.
A total of 1.55Mt was stacked in 2010, a 36% increase on 2009,
representing 97% of the stacking capacity for the year. This was
matched by a strong mining performance, with a total of 12.7Mt of
ore and waste moved, a 20% increase on 2009. The stripping ratio
of waste to ore, at 7:1, was in line with that encountered in 2009.
The average grade of ore processed fell 8% in 2010, from 1.7g/t Au
to 1.6g/t Au, as lower grade areas of the project were accessed,
particularly in the second half.
The total gold production in H2 2010 was significantly below that
achieved in H1 2010 solely due to the geology of the ore body. 
H1 production, at 40,800 ounces, was significantly ahead of the
forecast annual production rate of 70,000 ounces as high grade
ore, averaging 1.8g/t Au, was processed. As anticipated, grades
fell in the second half, averaging 1.3g/t Au, with a corresponding
impact on gold production. Due to the nature of heap leach
operations, with the leach cycle for processed ore lasting up to
four months, the impact of the lower grade ore is not exactly
matched in the production profile.
Production in Q1 2011 continues to focus on lower grade areas,
as originally modelled, with an average processed grade of 1.4g/t Au.
Whilst below the run rate for the 70,000 ounces annual production
guidance, production in Q1 2011 is above budget. Grades are
predicted to strengthen further through the remainder of 2011,
increasing production rates and enabling the Company 
to achieve the full year production guidance provided.
Cash costs in 2010, at US$793 per ounce, are 3% higher than
achieved in 2009. This is due to the lower grades off-setting the
increase in productivity. Cash costs are also impacted by the
waste to ore ratio, which along with the falling grade increased the
cash costs in H2 2010 to US$942 per ounce compared to US$672
per ounce realised in H1. The higher stripping ratio was caused in
part by new areas opened up for mining in H2, with high waste to
ore ratios near surface.
Costs were also impacted by inflation. Mining costs per tonne 
rose by 17% in 2010 compared to 2009, whilst processing costs
per tonne fell by 15% due to the economies of scale realised.
Fortunately, this impact is more than off-set by the increase in the
gold price in 2010, with the average sale price realised at Kalsaka
increasing 20% to US$1,221 per ounce. At this average price,
Kalsaka generates good cash margins despite the relatively high
cash costs. The strengthening gold price has continued into 
Q1 2011, with an average realised gold price for the period of
US$1,396 per ounce, further enhancing operating cash flow 
from the mine for investment in exploration across the Group.
Cluff Gold plc 
Annual Report & Accounts 2010 14
Business Review
Review of Operations
Burkina Faso
Annual production statistics
2010 2009 Difference
Ore mined (t) 1,539,557 1,296,903 242,654 19%
Waste mined (t) 11,135,933 9,303,243 1,832,690 20%
Ore processed (t) 1,550,373 1,135,913 414,460 36%
Average ore head grade (g/t) 1.6 1.7 (0.1) (8%)
Gold production (oz) 74,073 54,428 19,645 36%
Cash costs excluding royalties (US$/oz) 793 767 26 3%
Average realised gold price (US$/oz) 1,221 1,018 203 20%
Quarterly production statistics
Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011
Ore mined (t) 372,147 406,790 332,842 427,778 466,629
Waste mined (t) 2,283,392 2,706,327 2,845,762 3,300,452 3,549,933
Ore processed (t) 419,512 370,318 321,325 439,218 452,631
Average ore head grade (g/t) 1.8 1.8 1.4 1.3 1.4
Gold production (oz) 21,481 19,350 15,804 17,438 16,837
Country Facts
Capital Ouagadougou
Official language French
Government Parliamentary republic
Area 274,200 km
2
(74th)
105,900 sq mi 
Population 16,751,455  (61st) 
GDP (PPP; 2010) US$20.06 billion (124th)
Major industries Agriculture, cotton lint, beverages,
soap, cigarettes, textiles, 
gold mining
2011E Gold Output 33.74 metric tons Kalsaka delivered exceptional performance in 2010 
by exceeding the Company’s 70,000oz guidance
Exploration
Exploration and reserve development is a primary focus at
Kalsaka. As the Group strengthened its balance sheet in 2010 and
project development and expansion activities were achieved, there
has been a renewed focus on exploration activity.
All available exploration data was analysed in H1 2010 and the
Kalsaka exploration goals were defined as:
• To increase the current life of the mine through the delineation
of additional oxide resources.
• To aggressively follow up the strong evidence of the potential
for a larger sulphide resource beneath the known oxide
resources.
An exploration programme commenced in H2 initially focused on
trenching, geophysics and soil sampling together with a total of
12,000 metres of reverse circulation drilling. The results from this
programme have helped define an expanded 63,000 metre drilling
programme for 2011.
Oxide targets include the Zoungwa prospect along strike from 
the existing K-zone pit as well as mineralised splays between the
K-Zone and Goungre Shears. Drilling results announced in
November 2010 included intercepts of 16 metres grading 1.82g/t Au
and 7 metres grading 2.36g/t Au in the oxide zone at Zoungwa.
Two drill rigs are currently on site and further drilling results 
are anticipated.
The ongoing drilling programme has also provided evidence of
significant sulphide mineralisation underlying the K-Zone and the
East Pit, as demonstrated by an intercept of 15 metres grading
7.44g/t Au beneath the existing K-zone pit announced in 
October 2010.
The Company is highly encouraged by the results to date and
believes that the remainder of the drilling programme will help to
demonstrate the potential of the asset. A US$7m exploration
budget has been allocated to Kalsaka for 2011.
In August 2010, the Company was also awarded four additional
licences located in prospective Birimian ground in Eastern Burkina
Faso, demonstrating the strength of the Company’s relationship
with the Burkina Faso government. These licence areas have a
similar geological setting to the Samira Gold Mine in Niger, which
produces on average 60,400 ounces per annum. The licences
were selected from a portfolio of available areas following a
technical site visit. The areas demonstrate strong exploration
potential evidenced by historical stream sediment survey results
and gold-in-soil anomalies. An initial exploration budget totalling
US$0.7m has been set aside in 2011 for regional work across
these licences.
Cluff Gold plc 
Annual Report & Accounts 2010 15
Business Review
Geophysical Survey Angovia Project Highlights
> Highly prospective grounds in Birimian 
greenstone belt
> Immediate focus on oxide exploration potential 
with four near-surface lateritic targets identified
> Significant sulphide exploration potential, with
historical drilling results in sulphides including 
30m at 3.64g/t
Reserves & Resources
T onnes Grade Ounces
(Mt) (g/t Au)
Resources at 0.5g/t Au cut off
Oxide & Transitonal Measured 3.3 1.2 128,000
Indicated 1.3 1.5 64,000
Measured & 
Indicated 4.6 1.3 192,000
Inferred 0.8 1.5 38,000
Sulphide Measured 3.4 1.5 169,000
Indicated 2.2 1.7 123,000
Measured & 
Indicated 5.6 1.6 292,000
Inferred 0.5 1.5 25,000
Reserves at 0.5g/t Au cut off and US$1000/oz gold price
1
Oxide & Transitional Proven 1.6 1.0 50,000
Probable 0.5 1.9 31,000
Proven & 
Probable 2.1 1.2 81,000
1. With the exception of Angovia 2, which was modelled on a US$1,000/oz pit shell and represents 41% of total reserves
Cluff Gold plc 
Annual Report & Accounts 2010 16
Business Review
Côte d’Ivoire
Angovia 2011 Exploration Budget
US$3m
Measured and Indicated Sulphide Resources
292,000oz
at 1.6g/t
Cluff Gold plc 
Annual Report & Accounts 2010 17
Business Review Angovia
Abidjan
Cluff Gold plc 
Annual Report & Accounts 2010 18
Business Review
Located in an area of highly prospective Birimian greenstone belt
terrain in Côte d’Ivoire, the Angovia mine represents an exciting
exploration opportunity for the Group. The Company remains
optimistic on the project’s exploration potential with a long-term
goal of developing a mine capable of exploiting sulphide resources.
The current oxide only heap leach operation produced 20,222
ounces in 2010, 7% below the 2009 total and significantly below
the Company’s expectations. The problems at Angovia included
the impact of the deteriorating political environment towards the
end of the year as well as operational challenges evident during
H2 2010.
Total ore processed in 2010 increased by 10%, boosted by
increased operating efficiencies including the acquisition of a new
stacker, and an upgrade to the agglomeration drum. Ore mining
volumes also improved year on year, helped by a significant
reduction in the waste to ore stripping ratio following an effective
catch up on waste in 2009.
The poor under-performance stemmed from the low grades
processed in 2010, 23% lower than the average in 2009 and also
below the average reserve grade. This is due to the nature of the
Angovia ore body, where the majority of high grade ore is
associated with hard quartz vein and transitional material, which
cannot be processed without crushing. A crusher was brought on
site in August 2010 to allow the processing of this material, but its
commissioning was delayed by an unusually heavy and prolonged
wet season followed by supply disruptions brought on by the
political unrest. 
While higher grade ore from Blangan, a lateritic deposit in the
project area, boosted grades in H1 2010, average grades in H2
declined to 0.7g/t Au due to the expected higher grade material
not being processed in significant volumes. 
As a result of the low grades, operating cash costs for the year
increased by 9% to US$1,212 per ounce (excluding royalties). The
average gold price achieved also increased 9% to US$1,218 per
ounce, with the result that the mine operated at an almost break
even basis over the year (after royalties).
Production in Q1 2011 again fell short of expectations primarily due
to the political disruptions. The harder, high grade material continued
to be unavailable due to a lack of explosives for drill and blast
activities. Disruptions to other consumables reduced stacking rates
and the operation was eventually put on care and maintenance in 
Cluff Gold plc 
Annual Report & Accounts 2010 18
Review of Operations
Côte d’Ivoire
Annual production statistics
2010 2009 Difference
Ore mined (t) 903,301 880,538 22,763 3%
Waste mined (t) 3,343,923 5,233,896 (1,889,973) (36%)
Ore processed (t) 811,921 738,832 73,089 10%
Average ore head grade (g/t) 0.9 1.2 (0.3) (23%)
Gold production (oz) 20,222 21,632 (1,410) (7%)
Cash costs excluding royalties (US$/oz) 1,212 1,113 99 9%
Average realised gold price (US$/oz) 1,218 1,121 97 9%
Quarterly production statistics
Q1 2010 Q2 2010 Q3 2010 Q4 2010 Q1 2011
1
Ore mined (t) 262,340 223,662 257,103 160,196 176,418
Waste mined (t) 985,654 721,479 995,628 641,162 878,233
Ore processed (t) 246,330 174,105 216,068 175,418 139,841
Average ore head grade (g/t) 1.1 0.9 0.7 0.7 0.7
Gold production (oz) 6,708 4,577 4,567 4,370 2,906
1. The operation was put on care and maintenance on 7 March 2011
Country Facts
Capital Y amoussoukro
Official language French
Government Republic
Area 322,463 km
2
(68th)
124,502 sq mi
Population (2011) 21,504,162 (56th)
GDP (PPP; 2010) US$37.8 billion (100th)
Major industries Agriculture, wood products, 
oil refining Two-fold strategy: Advance towards production while
delineating additional ounces along strike.
March 2011 due to the impediments to operating in the country,
including the closure of the banking system.
Once operations can resume at site, the initial focus will be to
resume processing activities to recover gold from material in the
existing stockpiles and leach pad. Exploration activities will resume
with a view to delineating additional resources in laterite targets
similar to the Blangan deposit – a high grade and low strip ratio
deposit that contained approximately 24,000 ounces at 1.7g/t Au
that was defined in Q3 2009 and mined between Q4 2009 and 
Q1 2010. Full mining operations will resume only once the
Directors are confident that these can be conducted safely 
and profitably.
Exploration
The long term future of the Angovia mine rests with the significant
exploration potential in the project area. In the near term, the
Company is focused on defining additional oxide targets, with a
31,000 metre reverse circulation and rotary air blast drilling
programme planned once a drill rig is available. Drilling will initially
be focused on four lateritic targets similar to Blangan where
surface geochemical anomalies have been identified. 
More importantly, the Company believes that the project’s true
potential lies in its considerable sulphide mineralisation, as
demonstrated by drill results of up to 30 metre at 3.64g/t Au below
the current pit. To date, 292,000 ounces of sulphide resources (at
1.6g/t Au) have been delineated in the measured and indicated
categories (169,000 ounces at 1.5g/t Au in measured and 123,000
ounces at 1.7g/t Au in indicated resources). Due to the relatively
shallow depth of weathering at Angovia, together with the close
availability of hydro-electric power, the Company considers that a
conventional CIL processing plant could be developed at Angovia
to fully exploit the resource base with a lower resource hurdle than
at other locations.
Further drilling will also target Kongonza, where 75,100 ounces
have been delineated in the measured and indicated categories to
date (with 48,622 ounces at 1.25g/t Au in measured, and 26,478
ounces at 1.74g/t Au in indicated categories) with a further 12,792
ounces in the inferred category (at 1.47g/t Au) (included in the
resource tables set out). A further 3,500 metres of RC drilling has
been planned for this area to target continuity along strike and to
test a sub-parallel corridor suggested by a recent structural
interpretation.
Cluff Gold plc 
Annual Report & Accounts 2010 19
Business Review
Cross Section Historical Trenching Results at 24m
2.35g/t
Grab Sample Grade
8.1g/t
Historical Trenching Results at 12m
2.13g/t
Mamoudouya Project Highlights
> Mali Birimian Kenieba inlier belt with 
similar geological structural setting to
Randgold’s Loulo mine
> Initial three year exploration licence
awarded in January 2011
> Initial US$1.5m exploration budget 
for 2011
> 650m trenching completed in March 
and April 2011
Cluff Gold plc 
Annual Report & Accounts 2010 20
Business Review
Mali
Mamoudouya Page Headhing
Page Sub Heading
Mamoudouya
Bamako
Mamoudouya is a new exploration licence awarded in January
2011. Located 300km west of Bamako, the capital city of Mali, 
the licence covers 109 sq. km of highly prospective Mali Birimian
Kenieba inlier belt, which hosts several world class gold deposits
including Randgold’s Loulo Mine and Gounkoto Project and
AngloGold Ashanti’s Sadiola Mine. The licence has a term of three
years, renewable twice for consecutive periods of three years each. 
Historical trenching across the 3.6km-long Mamoudouya Shear
Zone, with a 200+ppb gold-in-soils anomalism, has returned
results including 24 metres grading 2.35g/t Au and 12 metre at
2.13g/t Au. The interpretation of historical airborne geophysics
suggests that Mamoudouya is characterised by crosscutting
north-northeast oriented structures derived from the major
Senegalo-Malian Shear; this is a similar structural setting to that
observed at the Loulo and Tabakoto gold mines. A grab sample
taken on the shear zone has returned results of 8.1g/t Au. 
Since the award of the licence, Cluff Gold has completed an initial
650 metres of trenching. Assay results have been received for
205m of trenching which include the following intersects above
0.5g/t Au:
• 40 metres grading 0.7g/t Au including 13 metres at 1.5g/t Au
• 15 metres grading 0.8g/t Au, including 3 metres at 3.6g/t Au
Cluff Gold has allocated an initial budget of US$1.5 million for
exploration work at Mamoudouya during 2011, with ground
geophysics and a trenching programme of 2,000 metres planned
to define initial drill targets. 
Cluff Gold plc 
Annual Report & Accounts 2010 21
Business Review
Review of Operations
Mali
Country Facts
Capital Bamako
Official language French
Government Republic
Area 1,240,192 km
2
(24th)
478,767 sq mi 
Population (2011) 14,159,904 (67th) 
GDP (PPP; 2010) US$16.74 billion (134th)
Major industries Agriculture & food processing;
construction; phosphate and 
gold mining
2011E Gold Output 60 metric tons Cluff Gold plc 
Annual Report & Accounts 2010 22
Business Review
Financial Report
Improved operational cash flow
The most important financial metric for the Company is the cash
generated from operations. This funds the investment required to
fulfil our strategy: complete the Baomahun feasibility study;
expand the resource base at Baomahun by exploring along strike;
extend the life of Kalsaka mine through exploration; and explore at
our other operations in Burkina Faso, Côte d’Ivoire and Mali.
The 2010 results demonstrate a significant improvement in cash
generation, with the balance sheet position increasing from a net
debt of US$3.6m to net cash of US$20.9m over the course of the
year. This turnaround in cash generation was driven by both
improved operating efficiencies and the strengthening gold price.
In 2009, our operations utilised US$8.8 million of cash, which
together with US$5.2 million of capital expenditure more than fully
expended the US$13 million raised from equity shareholders. Not
only was this unsustainable, the nature of the cash flows was such
that capital expenditure, on both exploration and mine
development, was constrained.
In 2010 our operations have generated US$23.4 million of cash
inflow, representing a US$32.2 million increase compared to 2009.
This has more than funded US$12.5 million of capital expenditure
and a US$6 million repayment of debt – the last of which will also
save a further US$1.5 million of finance charges that were paid 
in 2010.
Accordingly, the US$12.5 million raised in 2010, at a premium to
market, has allowed us to significantly increase our exploration
programmes across the Group without jeopardising the funding
required for the Baomahun feasibility study. Accordingly, a US$20
million budget has been allocated to exploration in 2011 over and
above the US$12 million required for the Baomahun feasibility study.
Importantly, our US$20.9 million cash buffer at 31 December 2010
allows us to plan our exploration programmes on a longer term
basis. As exploration results are the cornerstone for the future
growth of the business, this change in our operating cash flow 
is extremely welcome.
Strong operational performance
Internal management reports focus on EBITDA, as set out in note
1 to the financial statements. This is an approximate measure of
the cash generated from each business unit before changes in
working capital, and is set out for both the current and prior years
on a consistent basis excluding the impact of the commissioning
phase of operations in 2009.
On this basis, the financial performance for the year is strong.
Segmental turnover has increased by 49%, driven by a 25%
increase in production and a near 20% increase in the average
realised price of gold sold. At US$1,220 per ounce, the latter has
shown significant improvement in Q1 2011, with a further 14%
increase to US$1,395 per ounce.
EBITDA has increased by over 400%, or US$22.6 million in 2010
due to the increase in turnover far outstripping the increase in
costs. Overall, cash costs per ounce increased by 2% in 2010
compared to 2009. Average cash costs will be reduced in 2011
due to the temporary suspension of production at Angovia, and
further efforts are being made to contain cash costs at Kalsaka. 
A fuller discussion of cash costs at each site is set out within the
operational analysis presented previously.
The financial performance at Kalsaka has been particularly
pleasing, with a 68% increase in turnover and 170% increase 
in EBITDA to US$29.1 million for the operation in 2010. 
This supports our assertion that the current Kalsaka mine is
fulfilling its remit for the Group’s overall strategy – to fund our
exploration programmes to deliver growth across all assets.
The statutory income statement continues to show an overall loss
for 2010 of US$0.05 per share. This can be expected as the Group
is dominated by Baomahun, a pre-production asset. Although
direct costs associated with Baomahun are presently capitalised,
support costs, including the strengthening of the Group’s
management team in preparation for the development of
Baomahun, are included in the income statement. Relatively short
reserve lives also result in high levels of (non-cash) depreciation
and amortisation, which further erodes reported earnings. 
As previously discussed these are being aggressively addressed
through exploration efforts.
Building a strong asset base
By far the most important assets of the Group are its reserves and
resources. These are not reflected on a financial balance sheet
except as capitalised exploration and acquisition expenditures,
and rightly so, as their true market valuation is exceptionally
judgemental. The costs associated with the definition of our
resources at Baomahun are included within intangible assets – at
31 December 2010 the cash costs capitalised averaged US$9.20
for each resource ounce defined across all categories.
One of the key metrics for comparing the valuation of resource
companies often set out by analysts is enterprise value per
resource ounce. As the majority of the Company’s resources are 
at Baomahun, we look forward to the completion of the feasibility
study in 2011, which we believe will assist the market in
understanding the true value of these resources.
Capital expenditure in 2010 increased by 14% to US$12.5 million,
although changes in the type of expenditure reflect a more
important factor. In 2009, 52% related to investments at Kalsaka,
including the mobilisation of a new mining fleet and upgrades to
the plant required to put the operation on a surer footing. This type
of expenditure dropped to US$2.6 million in 2010, primarily focused
on additional leach pad space for mine life extension. At Baomahun,
capital expenditure increased by 84% to US$6.2 million in 2010,
50% of the total capital expenditure in the year, reflecting increased
activity at site as the project moves towards feasibility.
In respect of working capital, delays in the repayment of VAT in
Burkina Faso and Côte d’Ivoire were highlighted as problems in
2009. In Burkina Faso repayments have now commenced, with
the total recoverable amount at 31 December 2010 reducing
slightly compared to the prior year. Although repayments have not
been received from Côte d’Ivoire, with the asset continuing to be
treated as recoverable in more than one year, payments of VAT
have now ceased under an updated mining convention, so the
problem has been capped.
Finally, it is pleasing to note that the Company is debt free at 31
December 2010, with the US$6 million working capital facility from
RMB Australia Holdings Limited fully repaid in 2010. Whilst there
will be a significant financing requirement for the Baomahun mine
development, the options open to the Company for this remain
varied. With a strengthening balance sheet in 2011, together with
our desire to increase resources across the Group, we aim to deliver
this financing with the minimum dilution to existing shareholders. Cluff Gold plc 
Annual Report & Accounts 2010 23
Business Review
Corporate Social Responsibility
Cluff Gold is committed to working in participation with
communities in the countries within which it operates. Our goal is
to achieve a socially responsible business that balances economic
prosperity with environmental stewardship and ethical business
practice. Taking this approach allows Cluff Gold to ensure that a
positive legacy is left beyond the lives of our mining operations.
Sierra Leone
In Sierra Leone, Cluff Gold has appointed AMEC Earth and
Environmental (UK) together with CEMMATS (Sierra Leone) to
undertake the development of a framework for Environmental and
Social Management Plans (ESMP) as part of the work towards the
feasibility study for Baomahun. As part of the framework, a
community development plan is being developed in participation
with the communities surrounding the Baomahun project area.
Through understanding the communities’ needs, together with
acquiring knowledge about their contexts, environmental and
social, we aim to produce a strategy as well as projects that are
sustainable, relevant and locally appropriate.
This community development plan will build on a number of
initiatives Cluff Gold is supporting in neighbouring communities 
as well as contributions made at the Chiefdom, Regional and 
National levels.
Education is a major community focus for Cluff Gold in 2011. 
This focus on the future generations of the local communities is
consistent with the Company’s corporate social responsibility
mandate to ensure that youths are prepared for employment later
in life. Scholarships were awarded to 125 children of both genders
from poor families in the local area to encourage school attendance
and ensure access to basic educational supplies. Contributions
were also made to local school facility upgrades, including the
Koyema Secondary School where Cluff Gold contributed towards
the building and furnishing of a school library. Food and toys were
also provided to over 1,500 school children in the Bo District. 
Wednesday 27th April marked the 50th anniversary of the
independence of Sierra Leone, which was celebrated across the
country. Cluff Gold worked with the young people in central
Freetown to clean up our local area in preparation for these
celebrations. As a longer term project, the Company also made a
commitment of US$250,000 for post-graduate scholarships to
train the next generation of Sierra Leonean geologists and mining
engineers to work in the country’s expanding mining industry.
Employment opportunities are one of the key benefits to a country
from industrial development, and having suitably trained local
people capable of taking up employment is a critical issue.
Closer to the Baomahun project area, support has also been
provided to the Baomahun Youth Movement who are constructing
a Community Centre in the local Baomahun Village. A major
upgrade to the 17km road linking Mogerie and Baomahun village
is now underway, while access roads to some of the other nearby
communities have also been improved. 
Burkina Faso
Education was also a main focus in Burkina Faso in 2010,
accounting for 50% of the annual community budget. A total of
five classrooms with a director’s office, teacher accommodations
units and additional facilities are being constructed and furnished
in Tapré-Iria, Kalsaka C and Ouvouassé Villages. Additional land
was also acquired and developed for physical and sport
educational use at Kalsaka Secondary School.
In continuation of its support for women’s communities in local
villages, Cluff Gold has continued investing in literacy campaigns
through the opening of two literacy centres, training 70 women in
reading and writing in local languages. Cluff Gold has also
invested in the development of small soap manufacturing
businesses, providing training and allocating initial seed funding 
to 28 women.
In strengthening our partnership with local and regional
communities, Cluff Gold has also contributed to cultural and
traditional activities, and to the provision of equipment and office
supplies and media equipment to the local City Halls, Prefecture,
the police, the northern governorate and the High Commissioner
of Yatenga, and the ongoing provision of medical care to the
communities including ambulance and physician care.
Our focus in 2011 involves the continued construction of
classrooms and teachers’ accommodation units at Iria, Kalsaka C
and Ouvouassé Villages. We will also continue to support literacy
campaigns and training needs for the local soap manufacturing
business, together with HIV/AIDS immunization and drug addiction
support programmes.
Côte d’Ivoire
The Company’s social commitments in Côte d’Ivoire have been put
on hold, along with the Angovia mine, due to the political situation.
During 2010, progress continued to be made on the construction
of teacher’s accommodation units, classrooms, canteens and
toilets for schools in the local area. This underlines the Company’s
focus, throughout its areas of operation, on education.
Safety
The Company is committed to the highest standards of safety 
at each of its operations. In 2010 the Company implemented a
comprehensive safety system, in accordance with ISO 18001, 
at both the Kalsaka and Angovia mines. Safety has also been
incorporated within the bonus scheme to reinforce the importance
of safe working practices to all staff. Our philosophy is based on
the principle of personal responsibility with regard to safety,
focusing on the need for each individual to practise a high level of
safety in the workplace. All employees are required to undertake
safety training prior to commencing work, with regular ongoing
safety training conducted for all staff. Cluff Gold plc 
Annual Report & Accounts 2010 24
Governance
Board of Directors
Algy Cluff
Chairman
Mr Cluff established Cluff Gold plc in November 2003 following 
31 years of establishing natural resources businesses. 
He formed CCP in 1972 to bid for North Sea oil licences and
subsequently Cluff Oil Limited. He then founded and was
chairman of Cluff Resources plc which focused on mineral
exploration in Africa and made several significant discoveries prior
to its acquisition by Ashanti Gold. Mr Cluff co-founded Cluff
Mining Limited (Ridge Mining plc which is now part of Aquarius
Platinum Limited), which was admitted to AIM in May 2000. In
May 2004 he turned his full attention to the business of Cluff Gold.
Mr Cluff is a governor of the Commonwealth Institute.
Peter Spivey
Chief Executive Officer
Peter Spivey joined the Group on 1 January 2010. 
An experienced mine developer and operator with nearly 30 years’
experience, he was previously Chief Operating Officer of Mineral
Deposits Limited, and was responsible for developing the
Sabodala Gold Mine and Grande Côte Mineral sands projects in
Senegal. Since 1998 he has held a variety of senior positions in
Indonesia, Tanzania and Senegal. Mr Spivey is based in West
Africa, where he splits his time between the Group’s three
projects; he travels to London regularly.
Pete Gardner
Finance Director 
Pete Gardner joined the Group on 1 October 2009. Previously
Chief Finance Officer for Alexander Mining plc and Corporate
Finance Manager at PKF (UK) LLP , he is a qualified chartered
accountant with a breadth of experience in financial management
and corporate finance in the natural resources sector. Since joining
the Group, he has implemented a number of improvements to the
financial reporting systems and procedures. Based in the London
office, he travels to West Africa regularly.
Catherine Apthorpe
Company Secretary 
Catherine Apthorpe joined the Group on 1 July 2009, having
previously worked as an adviser to the Group since 2005 in her
capacity as senior solicitor at Maclay Murray & Spens, LLP . 
Her role at Cluff Gold incorporates in-house legal counsel, all
general commercial matters and company secretarial matters. 
She is based in the London office and travels to 
West Africa regularly. Cluff Gold plc 
Annual Report & Accounts 2010 25
Governance
Non-Executive Directors
Nicholas Berry
Non-Executive Deputy Chairman
Mr Berry joined the Group in November 2004; He is the controlling
shareholder and Chairman of Stancroft Trust Limited, and
Intersport Switzerland, PsC, and a director and founder of Mintel
International Group Limited, a family business. Mr Berry is also 
a non-executive director of The Daily Mail and General Trust plc. 
Bobby Danchin
Non-Executive Director
A geologist and chemist, Mr Danchin joined the Group in
November 2004. He served in many senior management roles 
at Anglo American plc, including CEO of the exploration and
acquisition division. He was also Exploration Manager of the 
De Beers Australian subsidiary, Stockdale Prospecting, and is
currently non-executive chairman of Mineral Deposits Limited. 
Tim Wadeson
Non-Executive Director
Mr Wadeson joined the Group in November 2004 following an
extended career as a mining engineer, mainly with the 
Anglo American Group. He has served as the CEO of 
Konkola Copper Mines, Zambia, Group Technical Director 
of Anglo American Corporation, and the Technical Director 
of Minorco SA. He has also been a non-executive director 
of Highland Gold Mining Limited and of Mwana Africa plc. 
Peter Cowley
Non-Executive Director
Peter Cowley joined the Group in January 2008. He is a geologist
with 40 years of international experience in the minerals industry
and has been involved in the discovery and development of a
number of gold mines in Africa. Mr Cowley is also President and
CEO of Loncor Resources Inc and a Director of Banro Corporation
and was previously Managing Director of Ashanti Exploration
Limited and Group Technical Director of Cluff Resources plc. 
He holds M.Sc and M.B.A. degrees and is a Fellow of I.M.M.M. 
Ronald Winston
Non-Executive Director
Mr Winston joined the Group in October 2008 and is the chairman
of Baomahun Gold Limited. He is also the Honorary Chairman of
Harry Winston Diamonds Inc. and has over 30 years’ experience in
building and running a major commercial enterprise, together with
a wide range of experience in Africa, particularly Sierra Leone.
Geoff Stanley
Non-Executive Director
A Fellow of the AusIMM and SEG, Mr Stanley joined the Group in
October 2008. He has 26 years of international experience in the
minerals industry. He has worked in exploration in Australia and as
a gold analyst with a number of securities firms before moving to
New York where he worked for S.G. Warburg J.B. Were Ltd and
BMO Capital Markets. He is a director of Crescent Gold Limited,
Riverfield Capital Limited, Indo Gold Limited and Bannerman
Resources Limited.  Cluff Gold plc 
Annual Report & Accounts 2010 26
Governance
Directors’ Report
The Directors present their report and the audited financial
statements for the year ended 31 December 2010.
Principal activities and future developments
Cluff Gold is a gold production and development Company with
assets in West Africa. The Company generates cash flow from its
producing asset, Kalsaka in Burkina Faso, which produces 70,000
ounces of gold per annum. The Company’s Angovia mine in 
Côte d’Ivoire is presently on care and maintenance.
The Company’s medium term objective is to significantly increase
production through the development of its wholly-owned
Baomahun project in Sierra Leone, which is expected to contribute
an additional 157,000 ounces of gold per annum, with significant
exploration potential along strike. 
With its vast experience of bringing new mines into production
across many African countries, and a pipeline of exploration
licences in Burkina Faso and Mali, the Company aims to further
increase its production profile. The Company expects to be able to
capitalise on its African experience, its highly prospective
exploration work, and opportunities for synergistic acquisitions to
aggressively grow the value of its portfolio of properties.
Future developments are discussed in the Business Review section.
Business Review
The Business Review is presented on pages 8 to 23 of this Annual
Report. The Business Review contains certain forward-looking
statements, particularly concerning the anticipated production at
the Angovia and Kalsaka mines, the development plans at
Baomahun as well as increases in resources anticipated at the
Company’s various projects. These statements have been made
by the Directors in good faith based on the information available at
the time of the approval of the Annual Report. By their nature,
such forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that
will or may occur in the future. Actual results may differ from those
expressed in such statements depending on a variety of factors
such as, inter alia, increased costs, possible variations in mineral
resources, grades or recovery rates, disruption of supplies, failure
of equipment or processes to operate as anticipated, a weaker
gold market and changes in exchange rates.
Share capital and share options
Details of the share capital of the Company are set out in note 13
to the financial statements. Details of share options outstanding at
31 December 2010, together with options granted during the year,
are set out in note 19 to the financial statements. During 2010,
8,803,736 new ordinary shares were issued at an average price of
110p per share, raising US$15.6 million before expenses.
Directors
The Directors of the Company who held office during the year and
their interests in the issued share capital of the Company are as
follows:
Number of shares Number of shares
Name 31 December 2010 31 December 2009 
JG Cluff
1
1,870,000 1,870,000
P Gardner 10,000 -
N Berry 426,585 1,014,705
P Spivey - -
D Chikohora (resigned 24 March 2011) 539,545 538,409
P Cowley 26,620 22,075
R Danchin 51,585 47,040
G Stanley 14,901 10,356
T Wadeson 76,585 72,040
R Winston 12,434,855 12,393,947
Notes
1. 25,000 shares are registered in the name of each of Mr Cluff’s three children.
In compliance with the Company’s articles of association, 
Mr P . Spivey and Mr P . Gardner, who were appointed during the
year, will retire and Mr T. Wadeson, Dr R. Danchin and 
Mr P . Cowley will retire by rotation at the Company’s annual
general meeting to be held on 27 June 2011 and, being eligible, 
all will offer themselves for re-election. 
During the year, directors’ and officers’ liability insurance was
maintained for directors and other officers of the Group as
permitted by the Companies Act 2006.
At the end of the period, the following directors held options 
to subscribe for ordinary shares in the Company:  Cluff Gold plc 
Annual Report & Accounts 2010 27
Governance
Directors’ Report
continued
Number of Number of
share options share options
Name 31 December 2010 31 December 2009 Exercise price Exercise period
J G Cluff 250,000 250,000 55.00p 30 November 2006 - 29 November 2014
300,000 300,000 74.00p 27 April 2009 - 26 April 2016
300,000 300,000 83.00p 05 June 2011 - 04 June 2018
1,000,000 - 71.75p 05 July 2013 - 04 July 2020
P Gardner 150,000 150,000 69.00p 01 October 2012 - 30 September 2019
350,000 - 71.75p 05 July 2013 - 04 July 2020
P Spivey 300,000 300,000 63.50p 01 January 2013 - 31 December 2020
200,000 - 71.75p 05 July 2013 - 04 July 2020
D Chikohora - 200,000 55.00p 30 November 2006 - 29 November 2014
(resigned 24 March 150,000 150,000 74.00p 27 April 2009 - 26 April 2016
2011) 150,000 150,000 83.00p 05 June 2011 - 04 June 2018
200,000 - 71.75p 05 July 2013 - 04 July 2020
N Berry 100,000 100,000 55.00p 30 November 2006 - 29 November 2014
75,000 75,000 83.00p 05 June 2011 - 04 June 2018
75,000 75,000 74.00p 27 April 2009 - 26 April 2016
R Danchin 75,000 75,000 74.00p 27 April 2009 - 26 April 2016
100,000 100,000 55.00p 30 November 2006 - 29 November 2014
75,000 75,000 83.00p 05 June 2011 - 04 June 2018
T Wadeson 75,000 75,000 74.00p 27 April 2009 - 26 April 2016
75,000 75,000 83.00p 05 June 2011 - 04 June 2018
100,000 100,000 55.00p 30 November 2006 - 29 November 2014
P Cowley 100,000 100,000 83.00p 05 June 2011 - 04 June 2018
R Winston 100,000 100,000 28.50p 03 October 2011 - 02 October 2018
G Stanley 100,000 100,000 28.50p 03 October 2011 - 02 October 2018 Cluff Gold plc 
Annual Report & Accounts 2010 28
Governance
Directors’ Report
continued
Key performance indicators
The Group’s key performance indicators are set out in the
Business Review.
Results and dividends
The Group made a consolidated net loss after taxation for the year
of US$4.4 million (2009: US$34.3 million loss). The Directors do
not recommend the payment of a dividend (2009: nil).
Substantial shareholdings
As at 30 April 2011, the Company was aware of the following
holdings of 3 per cent or more in the Company’s issued share capital:
Approximate percentage
Number of shares of the Company’s issued
Name in Cluff Gold plc share capital
1
Ingalls & Snyder 16,634,000 12.62
Libra Advisors 14,604,729 11.08
JPMorgan Asset Management 13,077,768 9.92
Mr Ronald H Winston 12,434,855 9.43
Macquarie Bank 8,047,210 6.10
Sprott Asset Management 6,830,400 5.18
Lloyds TSB Private Banking 4,109,091 3.12
Notes
1. Based on 131,842,026 shares issued and outstanding as at 30 April 2011.
Creditor payment policy
It is the Group’s policy to settle all amounts due to creditors in
accordance with agreed terms and conditions, provided that all
trading terms and conditions have been complied with. The
Group’s average creditor payment period at 31 December 2010
was 20 days (2009: 35 days).
Financial instruments
The Group’s exposure to financial risks and its policies in relation
to the use of financial instruments are explained in note 17 to the
financial statements.
Post-balance sheet events
Details of post-balance sheet events are set out in note 22 to the
financial statements.
Corporate governance
The Board acknowledges the importance of the guidelines set out in
the UK Corporate Governance Code (formerly the Combined Code)
and the Quoted Companies Alliance (QCA) published Corporate
Governance Guidelines and complies with these so far as is
appropriate having regard to the size and nature of the Company.
The Company is also currently in the process of drafting guidance
with regard to implementing the various procedures across the
Group pursuant to the UK Bribery Act.
Board of Directors
The Company supports the concept of an effective board leading
and controlling the Company. The Board is responsible for
approving Company policy and strategy. It holds monthly board
meetings and is supplied with appropriate and timely information
in order to discharge its duties. Briefing papers are distributed to
all Directors in advance of board meetings, and all Directors have
access to the advice and services of the Company Secretary, who
is responsible for ensuring that board procedures are followed and
that applicable rules and regulations are complied with. The
articles of association provide that any Director who was not
appointed or re-appointed at one of the preceding two annual
general meetings will be subject to re-election.
The Board currently comprises nine Directors, three of whom are
executive and hold the key operational positions. The six remaining
non-executives bring a breadth of experience and knowledge.
The UK Corporate Governance Code requires that small
companies should have at least two independent non-executive
Directors. The Board considers all non-executive Directors to be
independent with the exception of Mr R. Winston due to his
significant personal shareholding in the Company.
The Chairman of the Board is Mr J.G. Cluff. Mr P . Spivey’s
appointment as Chief Executive of the Company took effect from 
1 January 2011, after being initially appointed to the Board in 
June 2010.
The Board has established appropriately constituted Audit,
Remuneration, Nominations, Safety, Health and Environment and
Resource Committees with formally delegated responsibilities
except in relation to the Resource Committee.
Audit Committee
The Audit Committee is chaired by Mr P . Cowley, the other
members being Mr N. Berry and Mr G. Stanley. The Audit
Committee may examine any matters relating to the financial
affairs of the Group and the Group’s audits. This includes reviews
of the annual financial statements and announcements, internal
control procedures, accounting procedures, accounting policies,
the appointment, independence, objectivity, terms of reference
and fees of external auditors and other related functions as the
Board may require. The external auditors have direct access to 
the members of the Audit Committee, without the presence of 
the executive Directors, for independent discussions. Cluff Gold plc 
Annual Report & Accounts 2010 29
Governance
Directors’ Report
continued
Remuneration Committee
The Remuneration Committee is chaired by Mr N. Berry, Dr R.
Danchin being the other member. It determines the terms and
conditions of employment and annual remuneration of the
executive and non-executive Directors. It takes into consideration
external data and comparative third party remuneration and has
access to professional advice outside the Company. The key
policy objectives of the Remuneration Committee in respect of the
Company’s executive Directors and other senior executives are: 
(a) to ensure that individuals are fairly rewarded for their personal
contribution to the Company’s overall performance, and (b) to
ensure that due regard is given to the interests of the Company’s
shareholders and to the financial and commercial health of the
Company. Remuneration of executive Directors comprises basic
salary, discretionary bonuses, participation in the Company’s share
option schemes or other equity based remuneration schemes,
pension plan contributions and other benefits. The Company’s
remuneration policy with regard to options and other equity based
remuneration schemes is to maintain an amount of not more than
10 per cent of the issued share capital in options or other equity
incentives for the Company’s management and employees, which
may include the issue of new options or other equity incentives in
line with any new share issues. 
Nominations Committee
The Nominations Committee, which leads the process for Board
appointments and makes recommendations to the Board, is
chaired by Mr J. G. Cluff, the other members being Mr N. Berry, 
Mr T. Wadeson and Dr R. Danchin. 
Safety, Health and Environment Committee
The Safety, Health and Environment Committee, which is
responsible for ensuring that the Board responsibly covers these
areas, is chaired by Mr T. Wadeson with Mr P . Cowley being the
other member. 
Resource Committee
The Resource Committee, which is responsible for ensuring that
all resource and reserve estimates the Company publishes have
been prepared to an appropriate standard, is chaired by 
Mr P . Cowley, Mr T. Wadeson and Dr R. Danchin being the 
other members. 
The Company takes all reasonable steps to ensure that the
Directors and relevant employees comply with the provisions of the
AIM rules and the TSX rules relating to dealings in its securities.
Corporate social responsibility
A review of the Group’s corporate and social responsibility values,
objectives and actions is set out in the Business Review on page 23.
Risks and uncertainties
Operational risks
Mining operations generally involve a high degree of risk.
Unexpected events could result in damage to the Company’s
property or otherwise give rise to financial liability which could
affect the ability of the Company to continue to operate profitably.
A violation of health and safety laws or regulations could have a
material adverse effect on the Company’s business due to a
requirement to implement new compliance measures, shut down
all or a portion of a mine, or the loss of the right to mine.
Mining operations have inherent risks and liabilities associated
with environmental laws and regulations, which are constantly
evolving. There may be unforeseen environmental issues under
existing or updated legislation which could expose the Company
to additional liabilities and have a material adverse effect on the
Company’s operations.
Exploration and development risks
The success of the Company is dependent on the discovery
and/or acquisition of mineral reserves and mineral resources and
the successful development of mines there from. Significant risk
exists within technical, legal and financial aspects of the
development of mines, which may have an adverse effect on 
the Company’s business.
A note of the risks associated with ore reserve estimates is set 
out within the Critical Accounting Estimates and Judgements 
on page 47.
Financing risks
The Group is exposed to commodity price risk as detailed in note
17 to the financial statements. In addition, reserve calculations and
life-of-mine plans using significantly lower gold prices could result
in material write downs of the Company’s investments in 
mining properties. Cluff Gold plc 
Annual Report & Accounts 2010 30
Governance
Directors’ Report
continued
The Company requires substantial funds for exploration and
development of mineral properties (including the proposed
development of the Baomahun project). The Company may also
incur major unanticipated liabilities or expenses. The Company’s
access to capital is largely determined by its ability to compete for
investor support for its projects. There can be no assurance that the
Company will be able to obtain the necessary financing in a timely
manner on acceptable terms to complete its investment strategy.
Political risks
The Company’s activities are subject to various laws and
regulations governing the mining industry. Although all activities 
are currently carried out in material compliance with all applicable
rules and regulations, no assurance can be given that new rules
and regulations will not be enacted or that existing rules and
regulations will not be applied in a manner which could limit or
curtail the Company’s current activities and development plans 
and have a material adverse impact on the Company’s financial
position. 
The Company’s activities are focused on West Africa and the
success of the Company will be influenced by associated legal
and political risks. Countries in the region have experienced
political instability and economic uncertainty in the past.
Government policy in the countries in which the Company
operates can be unpredictable, and the institutions of government
and market economy may be unstable and subject to rapid
change, which may result in a material adverse effect on the
Company’s operations.
The Company currently has in place political risk insurance covering
expropriating acts and contingent currency inconvertibility or
exchange transfer embargo with respect to the Angovia, Kalsaka
and Baomahun properties.
Annual General Meeting (“AGM”)
The notice convening the Company’s AGM, to be held on 
27 June 2011, is included with the Annual Report. Full details 
of the resolutions proposed at that meeting may be found in the
explanatory notes at the end of the notice. The Board unanimously
recommends shareholders to vote in favour of the resolutions
proposed.
Provision of information to auditors
In the case of each of the Directors who are Directors of the
Company at the date when this report is approved:
• So far as they are individually aware, there is no relevant audit
information which the Company’s auditors are unaware of; and
• They have taken all the steps that they ought to have taken as
a Director to make themselves aware of any relevant audit
information and to establish that the Company’s auditors are
aware of that information.
Auditors
PKF (UK) LLP has confirmed its willingness to continue in office,
and a resolution for its reappointment will be proposed at the
forthcoming AGM.
By order of the Board
J. G. Cluff
Chairman
16 May 2011 Cluff Gold plc 
Annual Report & Accounts 2010 31
Governance
Statement of Directors’ 
Responsibilities
The Directors are responsible for preparing the Directors’ report
and the financial statements in accordance with applicable law
and regulations. Company law requires the Directors to prepare
financial statements for each financial year. Under that law the
Directors have, as required by the AIM Rules of the London Stock
Exchange, elected to prepare the Group financial statements in
accordance with International Financial Reporting Standards as
adopted by the European Union and have also elected to prepare
the parent Company financial statements in accordance with
those standards. Under company law the Directors must not
approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Company and
the Group and of the profit or loss of the Group for that period. In
preparing these financial statements the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgments and estimates that are reasonable and
prudent;
• state whether the financial statements have been prepared in
accordance with IFRSs as adopted by the European Union;
and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company and
the Group will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group and enable
them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities. 
The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the
preparation and dissemination of the financial statements and
other information included in annual reports may differ from
legislation in other jurisdictions. Cluff Gold plc 
Annual Report & Accounts 2010 32
Governance
References
Andrew Asante, (M.Sc., AusIMM), Resource Manager for West
Africa and a “qualified person” as such term is defined in National
Instrument 43-101, has reviewed the technical contents of this
annual report. Mr. Asante has verified the exploration data
disclosed in this annual report, including sampling, analytical and
test data underlying the information contained herein. 
This annual report includes certain “forward-looking information”
within the meaning of applicable Canadian securities legislation.
All statements other than statements of historical fact included in
this annual report, including, without limitation, the positioning of
the Company for future success, statements regarding the
exploration, drilling results and potential future production at
Angovia, Kalsaka and Baomahun, the implementation and
potential benefits of intermediate flotation stage and hydro-electric
power, the timing of the feasibility study for Baomahun, and future
capital plans and objectives of Cluff Gold, are forward-looking
information that involve various risks and uncertainties. There can
be no assurance that such statements will prove to be accurate
and actual results and future events could differ materially from
those anticipated in such statements. Important factors that could
cause actual results to differ materially from Cluff Gold’s
expectations include, among others, risks related to international
operations, the actual results of current exploration and drilling
activities, changes in project parameters as plans continue to be
refined as well as future price of gold. Although Cluff Gold has
attempted to identify important factors that could cause actual
results to differ materially, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Cluff Gold
does not undertake to update any forward-looking statements that
are included herein, except in accordance with applicable
securities laws.
Cluff Gold plc is a “Designated Foreign Issuer” in accordance with
National Instrument 71-102 – Continuous Disclosure and Other
Exemptions Relating to Foreign Issuers (“NI 71-102”) in Canada,
subject to the foreign regulatory requirements of a foreign regulatory
authority, namely, the AIM market of the London Stock Exchange.
Baomahun
1. As per the Company’s Increased Mineral Resource Estimate at
its Baomahun Gold Project, Sierra Leone press release
announced on 4 June 2010
2. A complete list of the infill drill results to date can be found in
the Company’s Baomahun Gold Project Feasibility Study
Update press release announced on 3 May 2011
3. As per the Company’s Final VTEM Results for Baomahun Gold
Project press release announced on 1 December 2010
Detailed geology and other exploration information can be found
in the Company’s report Technical Review of the Baomahun Gold
Exploration Project, Sierra Leone dated 12 August 2010, made
available on the Company’s website and on SEDAR.
Kalsaka
4. As per the Company’s  Kalsaka Exploration Drilling Update
press release announced on 30 November 2010
5. As per the Company’s US$15M Private Placement with
Macquarie Bank press release announced on 28 October 2010
6. As per Semafo Inc’s Annual Information Form 2010 as filed on
SEDAR
Detailed geology, descriptions of the various exploration prospects
at Kalsaka, and other exploration information can be found in the
Company’s NI43-101 report Technical Review of Kalsaka Gold
Mine, Burkina Faso, as prepared by SRK Consulting, dated
October 2008 and available on SEDAR. Resource estimation has
been subsequently updated for production changes.
Angovia
Detailed geology, descriptions of Kongonza and other exploration
prospects at Angovia, and other exploration information can be
found in the Company’s NI43-101 report Technical Review of
Angovia Gold Mine, Mount Yaoure, Côte d’Ivoire, as prepared by
SRK Consulting, dated October 2008 and available on SEDAR.
Resource estimation has been subsequently updated for
production and exploration changes. Cluff Gold plc 
Annual Report & Accounts 2010 33
Financial Statements
Financial Statements We have audited the financial statements of Cluff Gold plc for the
year ended 31 December 2010 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and
Company Statements of Financial Position, the Consolidated and
Company Statements of Changes in Equity, the Consolidated and
Company Statements of Cash Flows and the related notes. 
The financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and, as
regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to
them in an auditor's report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company's members
as a body, for our audit work, for this report, or for the opinions 
we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of directors’ responsibilities,
the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view. Our responsibility is to audit the financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate 
to the Group’s and the parent company’s circumstances and have
been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial statements.
In addition, we read all the financial and non-financial information
in the annual report to identify material inconsistencies with the
audited financial statements. If we become aware of any apparent
material misstatements or inconsistencies we consider the
implications for our report.
Opinion on financial statements
In our opinion:
• the financial statements give a true and fair view of the 
state of the Group’s and the parent company’s affairs as 
at 31 December 2010 and of the Group’s loss for the year 
then ended;
• the group financial statements have been properly prepared 
in accordance with IFRSs as adopted by the European Union;
• the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the
European Union as applied in accordance with the provisions
of the Companies Act 2006; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the 
Companies Act 2006
In our opinion the information given in the Directors’ report for 
the financial year for which the financial statements are prepared 
is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, 
in our opinion:
• adequate accounting records have not been kept by the 
parent company, or returns adequate for our audit have 
not been received from branches not visited by us; or
• the parent company financial statements are not in 
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified 
by law are not made; or
• we have not received all the information and explanations 
we require for our audit.
Jason Homewood (Senior statutory auditor)
for and on behalf of PKF (UK) LLP , Statutory auditors
London, UK
16 May 2011
Cluff Gold plc 
Annual Report & Accounts 2010 34
Financial Statements
Independent Auditor’s Report
to the members of Cluff Gold plc 2010 2009
Notes US$000 US$000
Continuing operations
Revenue 115,804 39,659
Cost of sales (94,176) (35,085)
Gross profit 21,628 4,574
General and administrative expenses (7,684) (7,533)
Other operating costs (12,963) (8,893)
Exploration expenses (519) (656)
Impairment of mining properties - (21,914)
(Loss)/profit on disposal of property, plant and equipment (12) 7
Operating profit/(loss) 2 450 (34,415)
Investment income 4 349 727
Finance costs 5 (1,775) (1,807)
Loss before taxation (976) (35,495)
Income tax 6 (3,462) 1,228
Loss for the year (4,438) (34,267)
Attributable to:
Equity shareholders of the parent company (6,072) (34,267)
Non-controlling interests 14 1,634 -
Loss for the year (4,438) (34,267)
Other comprehensive income
Exchange differences on translating foreign operations (1,309) 1,974
Other comprehensive income for the year, net of taxation (1,309) 1,974
Total comprehensive income for the year (5,747) (32,293)
Attributable to:
Equity shareholders of the parent company (7,759) (32,293)
Non-controlling interests 2,012 -
(5,747) (32,293)
Loss per share
Basic and diluted (cents per share) 7 (4.92) (30.25)
Cluff Gold plc 
Annual Report & Accounts 2010 35
Financial Statements
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2010 2010 2009
Notes US$000 US$000
Assets
Non-current assets
Intangible assets 8 48,351 44,695
Property, plant and equipment 9 27,885 39,485
Other receivables 11 2,324 2,043
Deferred tax asset 6 693 1,228
Total non-current assets 79,253 87,451
Current assets
Other receivables 11 9,074 8,357
Inventories 12 12,767 15,790
Cash and cash equivalents 20,907 2,273
Total current assets 42,748 26,420
Total assets 122,001 113,871
Capital and reserves
Share capital 13 2,365 2,224
Share premium 13 117,410 101,993
Merger reserve 13 15,107 15,107
Share option reserve 13 2,556 3,952
Currency translation reserve 13 987 2,674
Accumulated losses (43,431) (39,643)
Total equity attributable to the parent 94,994 86,307
Non-controlling interests 2,012 -
Total equity 97,006 86,307
Non-current liabilities
Provisions 15 6,059 4,578
Total non-current liabilities 6,059 4,578
Current liabilities
Trade and other payables 16 15,920 17,117
Corporation tax                3,016 -
Borrowings 16           - 5,869
Total current liabilities 18,936 22,986
Total liabilities 24,995 27,564
Total equity and liabilities 122,001 113,871
The financial statements were approved and authorised for issue by the Board of Directors on 16 May 2011
and were signed on its behalf by:
JG Cluff
Director
Company number 4822520
Cluff Gold plc 
Annual Report & Accounts 2010 36
Financial Statements
Consolidated Statement of Financial Position
as at 31 December 2010 2010 Restated 2009
Notes US$000 US$000
Assets
Non-current assets
Intangible assets 8 - 4
Property, plant and equipment 9 94 118
Investments in subsidiaries 10 10,323 10,767
Other receivables 11 31,822 42,248
Total non-current assets 42,239 53,137
Current assets
Other receivables 11 13,731 17,137
Cash and cash equivalents 14,036 1,365
Total current assets 27,767 18,502
Total assets 70,006 71,639
Capital and reserves
Share capital 13 2,365 2,224
Share premium 13 117,410 101,993
Merger reserve 13 12,607 12,607
Share option reserve 13 2,556 3,952
Currency translation reserve 13 (16,591) (13,331)
Accumulated losses (49,270) (42,460)
Total equity 69,077 64,985 
Current liabilities
Trade and other payables 16 929 785
Borrowings 16      - 5,869
Total current liabilities 929 6,654
Total equity and liabilities 70,006 71,639
The financial statements were approved and authorised for issue by the Board of Directors on 16 May 2011 
and were signed on its behalf by:
JG Cluff
Director
Company number 4822520
Cluff Gold plc 
Annual Report & Accounts 2010 37
Financial Statements
Company Statement of Financial Position
as at 31 December 2010 Attributable to equity shareholders of the parent
Share Currency Non-
Share Share Merger option translation Accumulated controlling T otal
capital premium reserve reserve reserve losses Sub-total interests equity
US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000 US$000
Balance at 1 January 2009 1,841 89,407 15,107 3,152 700 (5,376) 104,831 - 104,831
Loss for the year - - - - - (34,267) (34,267) - (34,267)
Exchange differences on translating 
foreign operations - - - - 1,974 - 1,974 - 1,974
Total comprehensive income 
for the year - - - - 1,974 (34,267) (32,293) - (32,293)
Issue of ordinary share capital 383 13,548 - - - - 13,931 - 13,931
Share issue costs - (962) - - - - (962) - (962)
Share option charge - - - 800 - - 800 - 800
Balance at 31 December 2009 2,224 101,993 15,107 3,952 2,674 (39,643) 86,307 - 86,307
Loss for the year - - - - - (6,072) (6,072) 1,634 (4,438)
Exchange differences on translating 
foreign operations - - - - (1,687) - (1,687) 378 (1,309)
Total comprehensive income 
for the year - - - - (1,687) (6,072) (7,759) 2,012 (5,747)
Issue of ordinary share capital 141 15,423 - - - - 15,564 - 15,564
Share issue costs - (6) - - - - (6) - (6)
Share option charge - - 888 - - 888 - 888
Reserve transfer - - - (2,284) - 2,284 - - -
Balance at 31 December 2010 2,365 117,410 15,107 2,556 987 (43,431) 94,994 2,012 97,006
Cluff Gold plc 
Annual Report & Accounts 2010 38
Financial Statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2010 Currency
Share translation Accumulated Total
Share capital Share premium Merger reserve option reserve reserve losses equity
US$000 US$000 US$000 US$000 US$000 US$000 US$000
Balance at 1 January 2009 1,841 89,407 12,607 3,152 (22,439) (14,178) 70,390
Loss for the year ----- (28,282) (28,282)
Exchange differences on translation ---- 9,108 - 9,108
Total comprehensive income 
for the year ---- 9,108 (28,282) (19,174)
Issue of ordinary share capital 383 13,548---- 13,931
Share issue costs - (962) ---- (962)
Share option charge - - - 800 - - 800
Balance at 31 December 2009 2,224 101,993 12,607 3,952 (13,331) (42,460) 64,985
Loss for the year ----- (9,094) (9,094)
Exchange differences on translation ---- (3,260) - (3,260)
Total comprehensive income 
for the year ---- (3,260) (9,094) (12,354)
Issue of ordinary share capital 141 15,423---- 15,564
Share issue costs - (6) ---- (6)
Share option charge - - - 888 - - 888
Reserve transfer - - - (2,284) - 2,284 -
Balance at 31 December 2010 2,365 117,410 12,607 2,556 (16,591) (49,270) 69,077
Cluff Gold plc 
Annual Report & Accounts 2010 39
Financial Statements
Company Statement of Changes in Equity
for the year ended 31 December 2010 2010 2009
US$000 US$000
Cash flows from/(used in) operating activities
Operating profit/(loss) for the year 450 (34,415)
Depreciation 19,858 7,385
Impairment of mineral properties - 21,914
(Decrease)/increase in trade and other payables (856) 3,545
Increase in other receivables (1,698) (7,132)
Decrease/(increase) in inventories 2,994 (3,108)
Increase in provisions 1,481 248
Share option charge 888 742
Exploration costs written off 7 621
Loss/(profit) on disposal of property, plant & equipment 5 (7)
Exchange loss 315 1,391
Net cash flows from/(used) in operating activities 23,444 (8,816)
Cash flows used in investing activities
Interest receivable 46 23
Interest payable (1,775) (1,035)
Purchase of property, plant and equipment (6,317) (2,290)
Purchase of intangible assets (5,718) (2,920)
Proceeds from sale of property, plant and equipment - 15
Net cash flows used in investing activities (13,764) (6,207)
Cash flows from financing activities
Proceeds from the issue of share capital 15,564 13,931
Issue costs paid (6) (962)
Repayment of borrowings (6,000) -
Net cash flows from financing activities 9,558 12,969
Net increase/(decrease) in cash flow equivalents 19,238 (2,054)
Cash and cash equivalents at start of period 2,273 4,416
Exchange losses on cash and cash equivalents (604) (89)
Cash and cash equivalents at end of year 20,907 2,273
Cash and cash equivalents comprise
Cash at bank 20,907 2,273
Cluff Gold plc 
Annual Report & Accounts 2010 40
Financial Statements
Consolidated Statement of Cash Flows
for the year ended 31 December 2010 2010 2009
US$000 US$000
Cash flows used in operating activities
Operating loss for the year (8,615) (29,501)
Depreciation 42 18
Increase in trade and other payables 144 177
(Increase)/decrease in trade and other receivables (97) 146
Share option charge 888 742
Exploration costs written off 7 26
Gain on assignment of inter-company debt (6,716) -
Impairment of amounts due from subsidiaries 9,811 24,568
Exchange gain (25) (10)
Net cash flows used in operating activities (4,561) (3,834)
Cash flows from/(used in) investing activities
Interest receivable 42 22
Interest paid (1,661) (888)
Purchase of property, plant and equipment (23) (7)
Purchase of intangible assets (3) (27)
Amounts remitted from subsidiary undertakings 19,605 3,700
Amounts remitted to subsidiary undertakings (10,178) (13,354)
Net cash flows from/(used in) investing activities 7,782 (10,554)
Cash flows from financing activities
Proceeds from the issue of share capital 15,564 13,931
Issue costs paid (6) (962)
Repayment of borrowings (6,000) -
Net cash flows from financing activities 9,558 12,969
Net increase/(decrease) in cash flow equivalents 12,779 (1,419)
Cash and cash equivalents at start of period 1,365 2,027
Exchange (loss)/gains on cash and cash equivalents (108) 757
Cash and cash equivalents at end of year 14,036 1,365
Cash and cash equivalents comprise
Cash at bank 14,036 1,365
Cluff Gold plc 
Annual Report & Accounts 2010 41
Financial Statements
Company Statement of Cash Flows
for the year ended 31 December 2010 The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have
been applied consistently to all the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared in accordance with applicable International Financial Reporting Standards as
adopted by the European Union and with those parts of the UK Companies Act 2006 applicable to companies reporting under IFRS as
adopted by the European Union.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that
affect the application of policies and reported amounts in the financial statements. The areas involving a higher degree of judgement or
complexity, or areas where assumptions or estimates are significant to the financial statements are disclosed in the accounting policies below. 
The financial information is presented in US dollars. The functional currency of the parent Company is Sterling. Operations denominated
in other currencies are included in this financial information in accordance with the policies set out below. The Group has chosen to
present its financial statements in US dollars as it is the currency most-relevant to our investors given the nature of the Group’s activities.
A separate statement of comprehensive income for the parent company has not been presented as permitted by section 408 of the
Companies Act 2006. The parent company made a loss of US$9,094,000 (2009: US$28,282,000). 
Nature of business and going concern
The Company is a public limited company incorporated and domiciled in England. The address of the registered office is 
15 Carteret Street, London, SW1H 9DJ.
The Group is involved in the acquisition, exploration, development and operation of gold mines and deposits in West Africa. 
The Directors regularly review cashflow forecasts to determine whether the Group has sufficient cash reserves to meet future working
capital requirements, progress its exploration projects and take advantage of business opportunities that may arise. The Group manages
its treasury function to ensure that cash is primarily held in politically stable countries. This minimises the risk of political events
preventing the Group from continuing to make payments required for the Group's operations to continue.
Further information regarding the Group’s financing arrangements are set out in note 17 to the financial statements.
The Group’s cashflows from mining operations continue to improve and based on this performance and the forecast cash flows, 
the Directors are satisfied that the Group has sufficient cash resources to continue its operations and meet its commitments for the
foreseeable future. They have therefore concluded that it is appropriate for the financial statements to be prepared on a going concern
basis. The Group does not currently have any external borrowings.
Adoption of standards effective in 2010
No material changes to accounting policies arose as a result of new standards applied by the Group from 1 January 2010, 
except for the following, which has resulted in recognition of non-controlling interests:
• IAS 27 (Amendment) ‘Consolidated and separate financial statements’, which introduces new guidance on accounting for 
changes in non-controlling interests (previously ‘minority interests’). This will result in total comprehensive income being attributed 
to non-controlling interests even in the event that this results in the non-controlling interests having a deficit balance.
Cluff Gold plc 
Annual Report & Accounts 2010 42
Financial Statements
Summary of Significant Accounting Policies
for the year ended 31 December 2010 Issued IFRS that are not yet effective
Any standards and interpretations that have been issued but are not yet effective, and that are available for early application, have not
been applied by the Group in these financial statements. Application of these Standards and Interpretations was not deemed to have 
a material effect on the financial statements of the Group. 
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and enterprises controlled by the Company
(its subsidiaries) made up to 31 December each year. The excess of cost of acquisition over the fair values of the Group’s share of
identifiable net assets acquired is recognised as goodwill. Any excess of the fair value of assets acquired over the cost of acquisition 
is recognised directly in profit or loss. 
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is
measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are initially measured at fair 
value at acquisition date.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income
from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with
those used by other members of the Group.
All intra-group transactions, balances, and unrealised gains on transactions between group companies are eliminated on consolidation.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Non-controlling interests in subsidiaries are presented separately from the equity attributable to equity owners of the parent company.
Non-controlling shareholders' interest may initially be measured either at fair value or at the non-controlling interests' proportionate share
of the fair value of the acquiree's identifiable net assets. The choice of measurement basis is made on each acquisition individually.
Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the
non-controlling interests' share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a deficit balance.
Foreign currencies
Foreign currency transactions and balances
Transactions in currencies other than the functional currency of the appropriate Group company are translated at the rates of exchange
prevailing on the dates of the transactions. At the date of each statement of financial position, monetary assets and liabilities that are
denominated in foreign currencies are translated to the functional currency at the rates prevailing on the relevant date. Gains and losses
arising on translation are included in profit or loss for the year.
Translation of foreign operations
On consolidation, the assets and liabilities of subsidiaries that have a functional currency other than US dollars are translated to 
US dollars as follows:
• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement
of financial position;
• Income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average 
is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the transactions); and
• All resulting exchange differences are recognised as a separate component of equity, and released to profit or loss on disposal 
of the subsidiary.
Net investment in foreign operations
Exchange differences arising from the translation of the net investment in foreign operations are recognised as a separate component 
of equity and released to profit or loss upon disposal of the foreign operation.
Cluff Gold plc 
Annual Report & Accounts 2010 43
Financial Statements
Summary of Significant Accounting Policies
for the year ended 31 December 2010 Intangible assets
Deferred exploration and evaluation costs
All costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on a project are written off as incurred.
All costs associated with mineral exploration and investments are capitalised on a project by project basis, pending determination of the
feasibility of the project. Costs incurred include appropriate technical and administrative expenses. If an exploration project is successful,
the related costs will be transferred to mining assets and amortised over the estimated life of the commercial ore reserves on a unit of
production basis. Where a project is relinquished, abandoned, or is considered to be of no further commercial value to the Group, the
related costs are written off. 
The recoverability of deferred exploration costs is dependent upon the discovery of economically recoverable ore reserves, the ability 
of the Group to obtain necessary financing to complete the development of the ore reserves and future profitable production or proceeds
from the disposal thereof.
Mining and exploration licences
The mining licences were originally measured at the fair value of the shares issued to minority interests in return for the legal rights
conferred by the mining licences, based on the net present value of cash flows expected to arise from the related mining operations.
Mining licences are amortised over the estimated life of the commercial ore reserves on a unit of production basis, or the life of the
licence, whichever is shorter. 
The exploration rights relate to the fair value of shares issued in 2008 for the acquisition of 40% of the Baomahun project. 
On development of the project these costs will be transferred to mining assets and amortised over the estimated life of the commercial
ore reserves on a unit of production basis.
Property, plant and equipment
Mining and development costs
Mining and development costs include appropriate deferred exploration and evaluation costs transferred on development of an
exploration property. Before reclassification, such costs are assessed for impairment, with any impairment loss recognised in profit 
or loss for the year.
All subsequent development costs are capitalised, including all costs incurred during the commissioning of the project that are directly
related to that operation. Any revenues generated during this period are treated as a contribution against those costs and credited
against mining and development costs. At the end of the commissioning phase, when the mine is capable of substantially operating 
in the manner intended by management, capitalisation ceases and the mining assets are amortised over the estimated life of the
commercial ore reserves on a unit of production basis.
Property, plant and equipment
All property, plant and equipment assets are stated at cost less accumulated depreciation.
Depreciation is provided to write off the cost, less residual value, using the straight-line method over their estimated useful life 
of the assets as follows:
• Office equipment, fixtures and fittings 33%
• Computers 33%
• Motor vehicles 33%
Residual values, remaining useful lives and depreciation methods are reviewed annually and adjusted if appropriate.
Gains or losses on disposal are included in profit or loss for the year.
Cluff Gold plc 
Annual Report & Accounts 2010 44
Financial Statements
Summary of Significant Accounting Policies
for the year ended 31 December 2010 Impairment of property, plant and equipment and intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to
determine whether there is any indication that those assets have suffered impairment. Where the asset does not generate cash flows that
are independent from other assets, the Group assesses the cash generating unit to which the asset belongs for impairment. Intangible
assets not yet available for use are tested for impairment annually and whenever there is an indication that the asset may be impaired. 
Impairment reviews for deferred exploration and evaluation costs are carried out on a project by project basis, with each project
representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise and 
typically when one of the following circumstances apply:
i. unexpected geological occurrences that render the resource uneconomic; 
ii. title to the asset is compromised; 
iii. variations in metal prices that render the project uneconomic; and 
iv. variations in the currency of operation.
If any indication of impairment exists, the recoverable amount of the asset is estimated, being the higher of fair value less costs 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 assessments of the time value of money and the risks specific to the asset for which the estimates of
future cash flows have been adjusted. 
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount of the
asset (or cash generating unit) is reduced to its recoverable amount. Such impairment losses are recognised in profit or loss for the year.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an
impairment loss is recognised in profit or loss for the year. 
Inventories
Inventories comprise gold produced, gold in process, ore stockpiles, consumables and spares and are stated at the lower of cost and 
net realisable value. The cost of gold produced, gold in process and ore stockpiles is calculated on a first in first out basis and includes
all costs directly incurred up to the relevant point of the process such as mining costs and processing costs, but exclude other operating
costs such as general mine or administration costs. Net realisable value is determined with reference to current market prices.
Financial instruments
Financial assets and financial liabilities are recognised on the Company’s and Group’s balance sheet when the Company and Group 
has become a party to the contractual provisions of the instrument and are initially measured at fair value.
Other receivables
Other receivables do not carry any interest and are stated at their nominal value as reduced by appropriate provisions for irrecoverable
amounts. Amounts due from subsidiaries are recorded at amortised cost, less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short term highly liquid investments 
with original maturities of three months or less.
Investments
Investments in subsidiaries are recorded at cost less provisions for impairment.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. 
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Financial liabilities include bank loans and overdrafts which are recognised initially at fair value less attributable transaction costs.
Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption
value being recognised in the statement of comprehensive income over the period of the borrowings on an effective interest basis.
Trade payables
Trade payables are stated at amortised cost using the effective interest method.
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Where equity instruments 
are issued as part of an acquisition they are recorded at their fair value on the date of acquisition.
Cluff Gold plc 
Annual Report & Accounts 2010 45
Financial Statements
Summary of Significant Accounting Policies
for the year ended 31 December 2010 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event which it is probable will result in an 
outflow of economic benefits that can be reliably estimated.
Provisions for decommissioning and site restoration costs
An obligation to incur decommissioning and site rehabilitation costs occurs when environmental disturbance is caused by the
development or ongoing production of a mining property. Costs are estimated on the basis of a formal closure plan and are subject 
to regular formal review.
Such costs arising from the installation of plant and other site preparation work, discounted to their net present value, are provided and
capitalised within mining and development costs at the start of each project, as soon as the obligation to incur such costs arises. 
These decommissioning costs are charged against profits over the life of the mine, through depreciation of the asset and unwinding or
amortisation of the discount on the provision. Depreciation is included in operating costs while the unwinding of the discount is included
as financing costs. Changes in the measurement of a liability relating to the decommissioning of plant or other site preparation work are
added to, or deducted from, the cost of the related asset in the current period. 
The costs for restoration of site damage created on an ongoing basis during production are provided for at their net present values and
charged against operating profits as extraction progresses. Changes in the measurement of a liability relating to site damage created
during production are charged against operating profit.
Share-based payments
The fair value of equity settled share based payments are measured at grant date using the Black-Scholes model. The fair value is
expensed on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest. Details 
of the inputs to the model are given in note 19.
Revenue recognition
The Group enters into contracts for the sale of gold. Revenue arising from gold sales under these contracts is recognised when the 
price is determinable, the product has been delivered in accordance with the terms of the contract, the significant risks and rewards of
ownership have been transferred to the customer and collection of the sales price is reasonably assured. These criteria are assessed to
have occurred once the gold has been received by the smelter and a sale price has been agreed for the majority of the contained gold.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to 
the lessee. All other leases are classified as operating leases. Rentals payable under operating leases are charged to income on a
straight-line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease 
are also spread on a straight line basis over the lease term.
Taxation
The charge for taxation is based on the profit or loss for the year and takes into account deferred tax. Deferred tax is the tax expected 
to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements
and the corresponding tax bases used in the computation of taxable profit or loss, and is accounted for using the balance sheet method. 
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available in the foreseeable future
against which the temporary differences can be utilised.
Cluff Gold plc 
Annual Report & Accounts 2010 46
Financial Statements
Summary of Significant Accounting Policies
for the year ended 31 December 2010 Critical accounting estimates and judgements
Some of the accounting policies require the application of significant judgement by management in selecting the appropriate
assumptions for calculating financial estimates.
By their nature, these judgements are subject to an inherent degree of uncertainty. Estimates and judgements are continually evaluated
and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under
the circumstances.
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.
Provisions for decommissioning and site restoration costs
Management uses its judgement and experience to provide for and (in the case of capitalised decommissioning costs) amortise the
estimated costs for decommissioning and site rehabilitation over the life of the mine. The ultimate cost of decommissioning and site
rehabilitation is uncertain and cost estimates can vary in response to many factors including changes to relevant legal requirements, 
the emergence of new restoration techniques or experience at other mine sites. The expected timing and extent of expenditure can also
change, for example in response to changes in ore reserves or processing levels. As a result, there could be significant adjustments to
the provisions established which could affect future financial results.
Ore reserves estimates
The Group reports its estimated ore reserves in accordance with Canadian National Instrument 43-101. Mining assets are amortised 
over the estimated life of the commercial ore reserves on a unit of production basis. There are numerous uncertainties inherent in
estimating ore reserves, and assumptions that were valid at the time of estimation may change when new information becomes available.
These include assumptions as to grade estimates and cut-off grades, recovery rates, commodity prices, exchange rates, production
costs, capital costs, processing and reclamation costs and discount rates. The actual volume of ore extracted and any changes in these
assumptions could affect prospective depreciation rates and carrying values of property, plant and equipment and intangible assets.
Impairment
In undertaking an impairment review for the operating mines or advanced exploration projects a technical economic model is prepared
which includes full details of the mining schedule, head grade, recoverability, strip ratios of waste to ore, consumables used and
operating costs. From this information the amount of gold production is calculated and revenues estimated. Operating costs, including
royalties and refining charges are then entered and a monthly cash flow is produced, which is used to calculate the net present value 
of the pre-tax free cash flow from the operation. This net present value is then compared to the carrying value of the operation on the
balance sheet and an assessment is made regarding impairment. 
Should any of the key parameters differ from the assumptions contained within the technical economic model, such as tonnes of ore
mined, grade of ore mined, recovery profile or gold price, the net present value will be affected either positively or negatively. If the impact
is negative, an impairment charge may be required that has not been recognised in these financial statements.
Valuation of mining licences 
The valuation of mining licences included in these financial statements reflect the shares issued to non-controlling interests in exchange
for the licences. The valuation was based on the net present values expected to arise from the related mining assets. These cash flows
are subject to numerous uncertainties which may affect the valuation of the licences. 
Inventories
Valuations of gold in stockpiles and gold in process require estimations of the amount of gold contained in, and recovery rates from, 
the various work in progress gold circuits. These estimations are based on analysis of samples and prior experience. Judgement is also
required regarding the timing of utilisation of stockpiles and the gold price to be applied in calculating net realisable value.
Indirect taxes receivable
Given the uncertainties relating to the fiscal regimes, the Group has had to apply judgement in determining the value and timing 
of amounts that will be recovered with respect to indirect taxes owing to the Group in Burkina Faso and Côte d’Ivoire. The amounts
reflected in the financial statements are the directors’ best estimate of the recovery of these amounts.
Commissioning of operations
Prior to a mine being considered substantially complete and ready for its intended use, all revenues and direct operating costs relating 
to the mine are capitalised within mine development cost. Management consider a number of criteria to determine when this point is
reached, including the ability of the mine to recover and process ore on a sustainable basis at grades consistent with the ongoing mine
plan and, as a result, sustain the ongoing production of gold.
Cluff Gold plc 
Annual Report & Accounts 2010 47
Financial Statements
Summary of Significant Accounting Policies
for the year ended 31 December 2010 1 Segmental reporting
Operating segments have been identified on the basis of internal reports about components of the Group that are regularly reviewed by
the Group’s chief operating decision maker. The Group’s chief operating decision maker is considered by management to be the board of
Directors. The operating segments included in internal reports are determined on the basis of their significance to the Group. In particular,
operating mines are reported as separate segments together with exploration projects that have significant capitalised expenditure. 
An analysis of the Group’s business segments is set out below.
All other
Kalsaka Angovia Baomahun segments Total
US$000 US$000 US$000 US$000 US$000
Year ended 31 December 2010
External revenue – sale of gold 90,643 24,208 - - 114,851
Direct costs of production (53,850) (20,984) - - (74,834)
Other operating and administrative costs (7,687) (4,100) - (5,604) (17,391)
Segmental result - EBITDA 29,106 (876) - (5,604) 22,626
Total assets 49,008 25,636 44,552 14,394 133,590
Capital expenditure 2,642 3,608 6,179 27 12,456
All other
Kalsaka Angovia Baomahun segments Total
US$000 US$000 US$000 US$000 US$000
Year ended 31 December 2009
External revenue – sale of gold 54,107 22,823 - - 76,930
Direct costs of production (38,155) (21,006) - - (59,161)
Other operating and administrative costs (5,162) (3,752) - (4,594) (13,508)
Segmental result - EBITDA 10,790 (1,935) - (4,594) 4,261
Total assets 56.956 27,066 38,732 2,031 124,785
Capital expenditure 5,700 1,844 3,353 34 10,931
In 2010 the Group had one customer (2009: one).
The segmental result reported represents earnings before interest, tax, depreciation and amortisation (EBITDA) and excludes share option
charges, which is the measure of segmental profit regularly reported to the board of Directors. The accounting policies of the reporting
segments are different from the Group’s accounting policies as follows:
• Pre-commissioning income and expenditure at operating mines is not capitalised in the segmental results.
• Income is accrued for gold bullion on hand at the period end in segmental results and, accordingly, no stock is recognised for this item.
• The depreciation charge against segmental assets is based on a different total asset cost compared to the statutory accounts due, 
to the fact that income and expenditure is not capitalised during the commissioning period. In addition, the total asset cost is
depreciated from the commencement of mining operations.
A reconciliation of segmental revenue to the statutory financial statements is as follows:
2010 2009 
US$000 US$000
Revenue for reportable segments 114,851 76,930
Revenue capitalised during commissioning phase of mining operations - (34,650)
Change in accrued revenue for gold bullion stock at year-end 953 (2,621)
Revenue for statutory accounts 115,804 39,659
Cluff Gold plc 
Annual Report & Accounts 2010 48
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 A reconciliation of EBITDA to loss before taxation is as follows:
2010 2009 
US$000 US$000
EBITDA for reportable segments 22,626 4,261
Depreciation and amortisation (19,858) (7,385)
Impairment of non-current assets - (21,914)
Share based payments (888) (742)
Net interest payable (1,729) (1,080)
(Loss)/profit on disposal of fixed assets (12) 7
EBITDA capitalised during commissioning phase of mining operations - (5,583)
Change in accrued revenue for gold bullion stock at year-end 436 (1,047)
Exploration costs written-off (520) (621)
Exchange rate variance 303 (1,391)
VAT provided in year (1,334) -
Loss before taxation (976) (35,495)
A reconciliation of segmental assets to the statutory financial statements is as follows:
2010 2009 
US$000 US$000
Total assets for reportable segments 133,590 124,785
EBITDA capitalised during commissioning phase of mining operations 5,962 5,962
Differences in depreciation and amortisation 4,799 6,085
Impairment of non-current assets (21,914) (21,914)
Accrued revenue for gold bullion stock at year-end (436) (1,047)
Total assets 122,001 113,871
A reconciliation of segmental capital expenditure to the statutory financial statements is as follows:
2010 2009 
US$000 US$000
Capital expenditure for reportable segments 12,456 10,931
EBITDA capitalised during commissioning phase of mining operations - (5,583)
Capital expenditure 12,456 5,348
Geographic information
Burkina Faso Côte d’Ivoire Sierra Leone UK Other Total
US$000 US$000 US$000 US$000 US$000 US$000
Year ended 31 December 2010
Revenue 90,281 25,523--- 115,804
Non-current assets 22,167 12,816 44,173 94 3 79,253
Year ended 31 December 2009
Revenue 28,728 10,931--- 39,659
Non-current assets 33,640 15,048 38,599 122 42 87,451
Cluff Gold plc 
Annual Report & Accounts 2010 49
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 2 Operating profit/(loss)
The operating profit/(loss) is stated after charging/(crediting):
2010 2009
US$000 US$000
Depreciation of property, plant and equipment 17,926 6,351
Amortisation of intangible assets 1,932 1,034
Impairment of property, plant and equipment - 20,766
Impairment of intangible assets - 1,148
Operating lease rentals: land and buildings 218 249
Share option charges 888 742
Exploration costs written off 520 621
Exchange differences (303) 1,391
In addition, US$61,000 (2009: US$68,000) of depreciation relating to subsidiaries has been capitalised within deferred exploration 
and evaluation costs and US$1,122,000 (2009: US$1,151,000) of depreciation is included within inventories.
The exploration costs written off relate to projects which the Board consider to be of no further commercial value to the Group.
Auditors’ Remuneration
Amounts payable to PKF (UK) LLP and their associates in respect of both audit and non-audit services:
2010 2009 
US$000 US$000
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts 167 134
Fees payable to the Company’s auditors and its associates in respect of:
- The auditing of accounts of associates of the Company pursuant to legislation 
(including that of countries and territories outside the United Kingdom) 158 156
- Other services supplied pursuant to such legislation 76 45
- Other services relating to taxation 49 44
- All other services 1 -
451 379
The Board reviews the nature and extent of non-audit services to ensure that auditors’ independence is maintained.
3 Directors’ remuneration and staff costs
Directors’ remuneration, including non-executive Directors, during the year was as follows:
Compensation
Aggregate Share based for loss Aggregate Share based
emoluments payment of office 2010 emoluments payment 2009
US$000 US$000 US$000 US$000 US$000 US$000 US$000
JG Cluff 734 169 - 903 512 123 635
P Spivey (appointed 29 June 2010) 264 52 - 316 ---
D Chikohora (resigned 24 March 2011) 218 66 104 388 258 61 319
P Gardner (appointed 29 June 2010) 242 57 - 299 ---
E Carr (resigned 31 January 2010) 15 45 156 216 304 48 352
N Berry 50 27 - 77 54 30 84
T Wadeson 47 27 - 74 51 30 81
R Danchin 45 27 - 72 49 30 79
R Winston 45 14 - 59 43 14 57
G Stanley 61 14 - 75 74 14 88
P Cowley 53 36 - 89 62 36 98
1,774 534 260 2,568 1,407 386 1,793
Cluff Gold plc 
Annual Report & Accounts 2010 50
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 In addition to the above amounts Directors have made gains on the exercise of options on the basis of the market value at date 
of exercise compared with the exercise price. These amounts are:
2010 2009 
US$000 US$000
JG Cluff - 312
D Chikohora 175 -
The average monthly number of employees (including Executive Directors) for the year for each of the Group’s principal 
divisions was as follows:
2010 2009
Group Group
Operations 476 415
Administration 114 142
590 557
The aggregate remuneration of these persons including the costs of all Directors, was as follows:
2010 2009
Group Group
US$000 US$000
Wages and salaries 11,394 8,543
Social security costs 1,040 621
Share based payment 888 622
13,322 9,786
4 Investment income
2010 2009 
US$000 US$000
Interest on bank deposits 46 23
Gain on foreign exchange 303 704
349 727
5 Finance costs
2010 2009 
US$000 US$000
Interest payable 1,775 1,807
1,775 1,807
Cluff Gold plc 
Annual Report & Accounts 2010 51
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 6 Income tax
2010 2009 
US$000 US$000
Tax charge/(credit)
Current tax 2,927 -
Deferred tax charge/(credit) - foreign 535 (1,228)
3,462 (1,228)
Domestic income tax is calculated at 28% (2009: 28%) of the estimated assessable profit or loss for the year. 
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The charge/(credit) for the year can be reconciled to the loss per the statement of comprehensive income as follows:
2010 2009 
US$000 US$000
Loss before tax (976) (35,495)
Tax at the domestic income tax rate of 28% (2009: 28%) (273) (9,939)
Expenses not allowable for tax 447 294
Effect of lower rate overseas (1,559) -
Share based payments: increase in deferred tax asset not recognised (148) (91)
Depreciation in advance of capital allowances 313 9
Tax losses carried forward 4,147 9,727
Reversal and origination of timing differences 535 (1,228)
Tax charge/(credit) 3,462 (1,228)
In respect of the tax losses carried forward US$2.4m (2009: US$8.5m) relates to Yaoure Mining SA, the subsidiary operating the Angovia
mine. That company is currently on a tax holiday that is in excess of the current forecast life of mine and therefore it is unlikely that any
benefit will be received from these losses. No amount has been included in unrecognised deferred tax assets in respect of this subsidiary.
2010 2009 
US$000 US$000
Deferred tax asset
Tax losses - 1,028
Other timing differences 693 200
Deferred tax asset recognised 693 1,228
Unrecognised deferred tax assets
Relating to carried forward tax losses 2,715 3,046
Relating to potential tax deductions in respect of share based payments 609 141
A deferred tax asset has been recognised in the financial statements in respect of the Group’s Kalsaka mine in Burkina Faso on the basis
that the Directors believe that a reliable estimate of future taxable profits can be made. The deferred tax asset represents depreciation in
advance of taxable benefits. Further deferred tax assets have not been recognised in the financial statements because of the uncertainty
as to the incidence and timing of future taxable income against which the asset may be recovered.
7 Loss per share
The calculation of the basic and diluted earnings per share is based on the following data:
2010 2009 
US$000 US$000
Losses for the purposes of earnings per share (net loss for the year attributable to equity holders of the parent) (6,072) (34,267)
Number of shares
Weighted average number of ordinary shares for the purposes of earnings per share (‘000’s) 123,415 113,280
There is no difference between the diluted loss per share and the basic loss per share presented. Due to the loss incurred in the year 
the effect of the share options in issue is anti-dilutive.
At 31 December 2010 there were 7,813,260 (31 December 2009: 5,969,050) share options in issue which would have a potentially 
dilutive effect on the basic profit per share in the future. 
Cluff Gold plc 
Annual Report & Accounts 2010 52
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 8 Intangible assets
Deferred
Exploration & exploration & 
mining rights evaluation costs Total
Group US$000 US$000 US$000
Cost 
At 1 January 2009 30,223 12,848 43,071
Additions - 2,988 2,988
Exploration costs written off - (621) (621)
Exchange differences - 1,439 1,439
At 31 December 2009 30,223 16,654 46,877
Additions - 6,078 6,078
Exploration costs written off -(7) (7)
Exchange differences - (483) (483)
At 31 December 2010 30,223 22,242 52,465
Amortisation
At 1 January 2009 ---
Charge for the year 1,034 - 1,034
Impairment charge 1,148 - 1,148
At 31 December 2009 2,182 - 2,182
Charge for the year 1,932 - 1,932
At 31 December 2010 4,114 - 4,114
Net book value
At 31 December 2010 26,109 22,242 48,351
At 31 December 2009 28,041 16,654 44,695
At 1 January 2009 30,223 12,848 43,071
Included within Exploration and mining rights is an amount of US$21.8 million in relation to the Baomahun project. 
This amount is recoverable through the exploitation of the project.
In addition, the Group holds two mining licences relating to the Kalsaka and Angovia mines. The value assigned to these licences 
on issue, amounted to US$6.0 million and US$2.4 million respectively.
Deferred
exploration & 
evaluation costs
Company US$000
Cost and net book value
At 1 January 2009 2
Additions 27
Exploration costs written off (26)
Exchange differences 1
At 31 December 2009 4
Additions 3
Exploration costs written off (7)
At 31 December 2010 -
Cluff Gold plc 
Annual Report & Accounts 2010 53
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 9 Property, plant and equipment
Mining, Motor
development vehicles, office
& associated equipment,
property, plant & fixtures &
equipment costs computers Total
Group US$000 US$000 US$000
Cost
At 1 January 2009 77,373 2,062 79,435
Additions, net of results from commissioning phase 
1
1,521 839 2,360
Transfer to inventories 
2
(11,621) - (11,621)
Transfer to trade and other receivables 
2
(1,189) - (1,189)
Disposals -(9) (9)
Transfer between asset categories 
3
(1,047) 1,047 -
Exchange differences 10 60 70
At 31 December 2009 65,047 3,999 69,046
Additions 5,568 810 6,378
Disposals - (60) (60)
Exchange differences (11) (51) (62)
At 31 December 2010 70,604 4,698 75,302
Depreciation
At 1 January 2009 - 1,183 1,183
Charge for the year 6,809 761 7,570
Impairment charge 
4
20,766 - 20,766
Exchange differences -4242
At 31 December 2009 27,575 1,986 29,561
Charge for the year 16,865 1,093 17,958
Disposals - (55) (55)
Exchange differences (1) (46) (47)
At 31 December 2010 44,439 2,978 47,417
Net book value
At 31 December 2010 26,165 1,720 27,885
At 31 December 2009 37,472 2,013 39,485
At 1 January 2009 77,373 879 78,252
1. In accordance with industry practice all costs and revenues during the commissioning phase of the operation that are directly attributable to the operations 
are capitalised.
2. At 30 June 2009 the commissioning of the Kalsaka mine in Burkina Faso was completed and at 30 September 2009 the commissioning of the Angovia mine in
Côte d’Ivoire was completed. Accordingly, amounts relating to the inventory of mined ore and recoverable taxes relating to the mine have been transferred from
mining development costs to current assets during the period.
3. During 2009 certain of the Group’s property, plant and equipment located at the Kalsaka and Angovia mines have been reclassified from mine development costs
to equipment as the Directors consider that this is a more appropriate asset classification. The prior period has not been adjusted for this change in accounting
policy on the basis that this change would have no effect on the total value of property, plant and equipment or cumulative depreciation thereon at 1 January 2008
or 31 December 2008.
4. The impairment charge was recognised in respect of the Group’s Angovia mine, which is a cash generating unit identified as a reportable segment under IFRS 8.
Indirect taxes recoverable in Côte d’Ivoire has been excluded from the impairment loss calculation for the Angovia mine as this balance will be recovered in a
different manner from the other net assets. A separate impairment provision has been made against indirect taxes recoverable as set out in note 11. Full details 
of the impairment charge totalling $21.9 million recognised in respect of the Angovia mine in 2009 are given in the prior year’s annual report.
Due to the losses incurred at Angovia in 2010, a further impairment review was carried out for this cash generating unit, excluding indirect recoverable taxes, at 
31 December 2010. The recoverable amount was calculated by reference to both the value in use and fair value less costs to sell. 
· Value in use was calculated by reference to a life of mine economic model using the currently defined reserves set out in this annual report at a US$1,300 per
ounce gold price and a 25% discount rate. On the basis that the mine was able to continue operating, and that the supply disruptions experienced during the
political crisis were resolved, this demonstrated that no further impairment was required. A high discount rate was used to reflect the uncertainty in respect 
of the political crisis.
· Fair value less costs to sell was calculated by reference to the value per resource ounce paid by investors for similar assets. Direct comparison is difficult 
due to the unique political situation in Côte d’Ivoire. However, applying a suitable discount to comparable resources based on the heightened political risk
suggested that no further impairment was required.
· Further consideration was given to the recoverable amount should the political situation in Côte d’Ivoire not be resolved. The Company has existing
provisions in place to protect against the loss of the project as a result of war and political violence, including the risk of being forced to abandon the project,
which indicated that no further impairment was required. 
Cluff Gold plc 
Annual Report & Accounts 2010 54
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 Mining, Motor
development vehicles, office
& associated equipment,
property, plant & fixtures &
equipment costs computers Total
Company US$000 US$000 US$000
Cost 
At 1 January 2009 110 45 155
Additions -77
Exchange differences 13 5 18
At 31 December 2009 123 57 180
Additions -2323
Exchange differences (4) (3) (7)
At 31 December 2010 119 77 196
Depreciation
At 1 January 2009 -4040
Charge for the year 11 6 17
Exchange differences -55
At 31 December 2009 11 51 62
Charge for the year 32 11 43
Exchange differences -(3) (3)
At 31 December 2010 43 59 102
Net book value
At 31 December 2010 76 18 94
At 31 December 2009 112 6 118
At 1 January 2009 110 5 115
10 Investments and subsidiaries
Restated Subsidiary
Undertakings
Company US$000
Cost brought forward at 1 January 2009 9,255
Exchange difference on translation 1,512
At 31 December 2009 10,767
Exchange difference on translation (444)
At 31 December 2010 10,323
The restatement has been made to reallocate $3,784,000 from investments in subsidiaries to amounts due from subsidiaries (note 11).
Subsidiary undertakings and other related companies held at the year end were as follows:
Country of Principal Cluff Gold plc’s
Subsidiary undertaking incorporation activity effective interest
2010 2009
Cluff Gold UK Limited United Kingdom Head office 100% 100%
Cluff Mining (West Africa) Limited United Kingdom Exploration 100% 100%
Cluff Gold (West Africa) Limited United Kingdom Exploration 100% 100%
Cluff Gold (Mali) Limited United Kingdom Exploration 100% 100%
Cluff Gold (SL) Limited* Sierra Leone Exploration 100% 100%
Cluff Gold (WA) Côte d’Ivoire SARL* Côte d’Ivoire Exploration 100% 100%
Cluff Mining Burkina SARL* Burkina Faso Exploration 100% 100%
Kalsaka Mining SA* Burkina Faso Mining 78% 78%
Karbasso Joint Venture SARL* Mali Exploration 90% 90%
Baomahun Gold Limited* Sierra Leone Exploration 100% 100%
Yaouré Mining SA* Côte d’Ivoire Mining 90% 90%
Winston Mining Limited BVI Exploration 100% 100%
* Companies owned indirectly.
Cluff Gold plc 
Annual Report & Accounts 2010 55
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 11 Other receivables
2010 2009 2010 Restated 2009
US$000 US$000 US$000 US$000
Group Group Company Company
Non-current assets
Taxation debtor 
1
2,324 2,043 - -
Amounts due from subsidiaries 
2
- - 31,822 42,248
Total non-current assets 2,324 2,043 31,822 42,248
Current assets
Prepayments & accrued income 649 719 117 86
Taxation debtor 
1
6,761 6,941 108 28
Other debtors 1,664 697 6 23
Amounts due from subsidiaries 
2
- - 13,500 17,000
Total current assets 9,074 8,357 13,731 17,137
1. The taxation debtor relates to indirect taxes recoverable in the UK and West Africa and has been allocated between amounts due within less than one year 
and more than one year on the basis of the Directors’ expectations of when these amounts will be received. Further information relating to the recovery of 
these amounts is set out in note 17.
2. Amounts receivable from subsidiary companies have been allocated between amounts due within less than one year and more than one year on the basis 
of the Directors’ expectations of when these loans will be repaid from operating cashflow. Details of the terms of these receivables are included in note 20.
12 Inventories
2010 2009 2010 2009
US$000 US$000 US$000 US$000
Group Group Company Company
Consumable stores 1,381 1,430 - -
Ore stockpiles 1,668 5,198 - -
Gold in process 8,661 7,588 - -
Gold bullion 1,057 1,574 - -
12,767 15,790 - -
13 Share capital and reserves
2010 2009
Share capital US$000 US$000
Authorised
200,000,000 Ordinary shares of 1p each 1,894 1,894
Issued and Fully Paid
131,269,331 Ordinary shares of 1p each (2009: 122,465,595) 2,365 2,224
Shares issued
During 2010, 8,803,736 ordinary shares were issued as follows: 
• On 31 March 2010, the Company issued 300,000 new ordinary shares of 1p at the option price of 20p each to E Carr 
which represents the exercise of options granted on 4 March 2004. 
• On 31 October 2010, the Company issued 200,000 new ordinary shares of 1p at the option price of 55p each to D Chikohora 
which represents the exercise of options granted on 30 November 2004.
• On 2 November 2010, by way of placing, the Company issued 8,047,210 new ordinary shares of 1p for cash consideration 
of 116.5p each. 
• On 4 November 2010, the Company issued 101,700 new ordinary shares of 1p at the option price of 68p each to 
Smiths Corporate Finance Ltd which represents the exercise of options granted on 16 March 2007. 
• On 4 November 2010, the Company issued 65,565 new ordinary shares of 1p at the option price of 88p each to 
Smiths Corporate Finance Ltd which represents the exercise of options granted on 14 February 2008.
• On 4 November 2010, the Company issued 60,855 new ordinary shares of 1p at the option price of 40p each to 
Smiths Corporate Finance Ltd which represents the exercise of options granted on 31 March 2009.
• On 21 December 2010, the Company issued 28,406 new ordinary shares of 1p being 4,545 new ordinary shares of 1p each 
to the following Non-Executive Directors N. Berry, R. Danchin, T. Wadeson, P . Cowley, R. Winston and G. Stanley, and 1,136 
new ordinary shares of 1p each to DD Chikohora at a value of 110p each in accordance with their letters of appointment.
Cluff Gold plc 
Annual Report & Accounts 2010 56
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 During 2009, 25,614,264 ordinary shares were issued as follows: 
• On 31 March 2009, by way of placing, the Company issued 20,285,000 new ordinary shares of 1p for cash consideration 
of 40p each. 
• On 10 November 2009, the Company issued 400,000 new ordinary shares of 1p at the option price of 20p each to J. G. Cluff 
which represents the exercise of options granted on 30 November 2004. 
• On 25 November 2009, the Company issued 1,100,000 new ordinary shares of 1p at the option price of 36.9p each to RMB 
which represents the exercise of options granted on 25 September 2008, 6 November 2008, and 7 January 2009.
• On 25 November 2009, the Company issued 3,750,000 new ordinary shares of 1p at the option price of 20p each to RMB 
which represents the exercise of options granted on 6 November 2009.
• On 9 December 2009, the Company issued 54,264 new ordinary shares of 1p being 7,752 new ordinary shares of 1p each 
to the following Non-Executive Directors E. Carr, N. Berry, R. Danchin, T. Wadeson, P . Cowley, R. Winston and G. Stanley, 
at a value of 64p each in accordance with their letters of appointment. 
• On 15 December 2009, the Company issued 25,000 new ordinary shares of 1p at the option price of 34p each to P Latham 
which represents the exercise of options granted on 1 January 2009. 
During 2010 the company has complied with the Companies Act requirements regarding the maintenance of capital.
Share premium
The share premium account represents the excess cash received on the issue of new shares for a premium on the nominal value. 
Only those costs specifically associated with those share issues are debited to the account.
Merger reserve
The acquisition by the Company of Cluff Gold UK Ltd in November 2004 was accounted for in accordance with the merger accounting
principles set out in UK Financial Reporting Standard 6 and the Companies Act 1985, which continue under the Companies Act 2006,
whereby the consolidated financial statements were presented as if the business previously carried out through Cluff Gold UK Ltd had
always been owned and controlled by the Company. The transitional requirements of IFRS1 allowed prospective application of IFRS3 
for all business combinations subsequent to the transition date (1 January 2006). Accordingly this acquisition was not re-stated in
accordance with that standard.
During 2008 the Company acquired Winston Mining Ltd. The Company has claimed merger relief in respect of this acquisition and
accordingly the premium arising on the issue of shares has been credited to the merger reserve.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of operations
that do not have a US dollars functional currency. Exchange differences arising are classified as equity and transferred to the Group’s
translation reserve. Such translation differences are recognised in profit or loss in the period in which the operation is disposed of.
Share option reserve
The share option reserve includes an expense based on the fair value of share options issued and remaining in issue at 
31 December 2010.
14 Non-controlling interests
The Group has three subsidiaries with minority shareholders: Kalsaka Mining SA, in which the Group owns a 78% effective interest;
Yaouré Mining SA, in which the Group owns a 90% effective interest; and Karbasso Joint Venture SARL, in which the Group owns a 90%
effective interest. As at 31 December 2009 each of these subsidiaries had net liabilities, and in accordance with the unamended IAS 27
"Consolidated and Separate Financial Statements" no minority interest was recorded. Subsequent to the adoption of IAS 27 (Amended) 
a non-controlling interest amount has been recognised for these subsidiaries including those with net liabilities in 2010.
15 Provisions
Decommissioning, mine closure and 
site restoration provision
Group US$000
At 1 January 2009 4,103
Provision in year 475
At 31 December 2009 4,578
Provision in year 1,481
At 31 December 2010 6,059
Decommissioning, mine closure and site restoration costs are estimated based on a formal closure plan and are subject to regular
reviews. The provision does not allow for additional obligations expected from future developments. These provisions are expected 
to be utilised at the end of each mines life, which is also subject to regular review.
Cluff Gold plc 
Annual Report & Accounts 2010 57
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 16 Trade and other payables
2010 2009 2010 2009
US$000 US$000 US$000 US$000
Group Group Company Company
Trade creditors 6,104 10,812 340 530
Other creditors 2,557 1,550 322 6
Accruals and deferred income 7,259 4,755 267 249
15,920 17,117 929 785
Loan facility - 5,869 - 5,869  
15,920 22,986 929 6,654  
The loan facility was redeemed in December 2010 for $6 million.
17 Financial instruments and risk management
Categorisation and fair value of financial instruments
The Group’s financial assets comprise cash and cash equivalents and trade and other receivables. In addition the Company’s financial
assets include amounts due from subsidiaries. All of the Group’s and Company’s financial assets are classified as loans and receivables.
The Group’s and Company’s financial liabilities comprise trade and other payables. All of the Group’s and Company’s financial liabilities
are measured at amortised cost. The taxation debtors as described in note 11 are not financial instruments as defined by IAS 32. 
These amounts have been included within the below disclosures in respect of foreign exchange and credit risk as the Directors 
believe that the exposure of the Group to these financial risks in respect of these assets is significant.
It is the Directors’ opinion that the carrying value of all of the Group’s and Company’s financial assets and financial liabilities 
approximates their fair value.
Financial risk management
The Group’s operations expose it to a number of financial risks. A risk management programme has been established to protect the
Group against the potential adverse effects of these financial risks. There has been no significant change in these financial risks in the
year.
The principal financial risks relate to foreign currency risk, commodity price risk, liquidity risk and credit risk.
a) Foreign currency risk
Foreign currency risk refers to the risk that the value of a financial commitment or recognised asset or liability will fluctuate due 
to changes in foreign currency rates. The Group is exposed to foreign currency risk due to the following:
(i) Transactional exposure relating to operating costs and capital expenditure incurred in currencies other than the functional
currency of operations.
(ii) Translation exposures relating to monetary assets and liabilities, including cash and short-term investment balances, held 
in currencies other than the functional currency of operations; and net investments that are not denominated in US Dollars.
The table below shows the currency profile of cash and cash equivalents:
2010 2009 2010 2009
Group Group Company Company
US$000 US$000 US$000 US$000
US Dollars 4,093 668 351 333
Sterling 12,485 1,046 12,458 1,030
West African CFA Franc 3,095 555 - -
Canadian Dollars 1,222 - 1,222 -
Other 12 4 5 2
20,907 2,273 14,036 1,365
Cluff Gold plc 
Annual Report & Accounts 2010 58
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 The functional currencies of Group companies include Sterling, US Dollars and West African CFA Francs. The Group also enters into
transactions denominated in other currencies. The Group’s exposure to foreign currency arises where a company holds monetary assets
and liabilities in a currency different to its functional currency and when different from the presentational currency of the Group. 
The following table shows a currency analysis of net monetary assets and liabilities by functional currency of the Group:
West African
Sterling US Dollars CFA Franc Total
2010 US$000 US$000 US$000 US$000
Currency of monetary items
Sterling 12,034 (8) - 12,026
US Dollars 88 (3,557) - (3,469)
West African CFA Franc - 3,830 241 4,071
Canadian Dollars 1,222 - - 1,222
Other (301) 227 3 (71)
Total 13,043 492 244 13,779
West African
Sterling US Dollars CFA Franc Total
2009 US$000 US$000 US$000 US$000
Currency of monetary items
Sterling 343 (59) - 284
US Dollars (5,576) (6,622) - (12,198)
West African CFA Franc - 2,574 294 2,868
Other 102 (147) 6 (39)
Total (5,131) (4,254) 300 (9,085)
The table below shows the impact of changes in exchange rates on the financial position of the Group due to monetary assets 
and liabilities denominated in Sterling and West African CFA Francs:
Profit & Loss Equity
2010 2009 2010 2009
US$000 US$000 US$000 US$000
If there was a 20% weakening in the US Dollar/ Sterling exchange 
rate with all other variables held constant - increase/(decrease) (638) (429) (40) (49)
If there was a 20% strengthening in the US Dollar/ Sterling exchange 
rate with all other variables held constant - increase/(decrease) 766 515 48 59
If there was a 20% weakening in the US Dollar/ West African 
CFA Franc exchange rate with all other variables held constant - increase/(decrease) - - (2,006) (57)
If there was a 20% strengthening in the US Dollar/ West African 
CFA Franc exchange rate with all other variables held constant - increase/(decrease) - - 2,407 69
A 20% change represents management’s assessment of the reasonable possible exposure given the current level of exchange rates 
and the volatility observed both on a historical basis and market expectations for future movement.
In general, the Group does not enter into derivatives to manage these currency risks. Details of the impact on foreign exchange
movement in the year are shown in notes 2, 4 and 5 and the currency translation reserve. The Board frequently reviews the policy 
on currency translation risk in order to minimise translation exposure. 
The Directors do not consider the Company to be at significant risk from currency fluctuations due to the low level of assets and 
liabilities held in currencies other than the functional currency.
b) Commodity price risk
The Group is exposed to commodity price risk as its revenues are derived from a contract with a physical off-take partner at prices
determined by reference to the market price of gold at the delivery date. The Group is also exposed to fluctuations in the price of
consumables, such as fuel, cement and cyanide. The Group does not currently hold any gold future positions as a hedge against 
gold price volatility, or other derivatives as a hedge against other commodity price fluctuations. The Board regularly reviews this matter. 
The Group occasionally makes forward sales on gold poured - this risk is not deemed to be material as the sales are only at most 
a week in advance.
Cluff Gold plc 
Annual Report & Accounts 2010 59
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 c) Capital management and liquidity risk
The Group’s and Company’s objectives when managing capital is to safeguard the Group’s ability to continue as a going concern 
and have access to adequate funding for its exploration and development projects, so that it can provide returns for shareholders and
benefits for other stakeholders. The Group manages the capital structure and makes adjustments in the light of changes in economic
conditions and risk characteristics of the underlying assets. In order to maintain or adjust the capital structure the Group may issue 
new shares, draw down debt, or sell assets to reduce debt.
Management regularly review cashflow forecasts to determine whether the Group has sufficient cash reserves to meet future working
capital requirements and to take advantage of business opportunities. 
The table below sets out the maturity profile of financial liabilities as at 31 December 2010:
2010 2009 2010 2009
Group Group Company Company
US$000 US$000 US$000 US$000
Due in less than one month 6,925 7,761 662 275
Due between one and three months 8,995 9,356 267 510
Due between three months and one year - 5,869 - 5,869
15,920 22,986 929 6,654
d) Credit risk
The Group is exposed to credit risk in respect of indirect taxes owing to the Group in West Africa, including indirect taxes recoverable 
of US$6,946,000 (2009: US$7,311,000) in Burkina Faso and US$5,627,000 (2009: US$3,917,000) in Côte d’Ivoire. Due to the slow
moving nature of these amounts the Directors have included an impairment provision against the taxation debtor in accordance with 
their best estimate of the recovery of these amounts totalling US$302,000 (2009: US$397,000) in Burkina Faso and US$3,303,000 
(2009: US$1,874,000) in Côte d’Ivoire.
Subsequent to the year-end a total of US$6,607,000 has been recovered in Burkina Faso. No amounts have yet been recovered in 
Côte d’Ivoire, and following specialist advice in the country the Directors have classified the full amount recoverable in Côte d’Ivoire 
as due after more than one year.
The Group and the Company are also exposed to credit risk on their cash and cash equivalents and trade and other receivables, 
the total of which represents the maximum exposure to credit risk. 
The Company is exposed to credit risk in respect of the loans recoverable from other group companies. Details of these loans, 
the repayment terms thereof, and amounts provided against these at 31 December 2010 are set out in note 20.
e) Other financial risks
The Group and the Company had a bank loan outstanding at the prior year end, however, the Directors did not consider there to be 
any material interest rate risk. The Group’s and the Company’s policy is to retain surplus funds as short-term deposits, usually of one 
day and one month duration, at prevailing market rates. 
18 Commitments
Future commitments for the Group under non-cancellable operating leases are as follows:
Land and buildings
2010 2009
US$000 US$000
Payable in less than one year 124 129
Payable between one and two years 72 74
Payable between two and five years 120 197
316 400
Operating lease payments represent rentals payable by the Group for certain of its office properties. Leases are negotiated for an 
average term of three years at fixed rental rates.
Cluff Gold plc 
Annual Report & Accounts 2010 60
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 19 Share based payment
The Group operates a share option plan under which employees, consultants and advisers have been granted options to subscribe 
for ordinary shares. All options are share settled. The number and weighted average exercise price of share options are as follows:
2010 2009
Weighted Weighted 
Number average Number average
of options exercise price (p) of options exercise price (p)
Outstanding at 1 January 5,969,050 62.1 9,710,100 43.5
Granted during the year 2,980,000 71.9 2,108,550 51.1
Forfeited during the year -- (100,000) 28.5
Exercised during the year (728,120) 44.1 (5,275,000) 23.6
Expired during the year (407,670) - (474,600) -
Outstanding at 31 December 7,813,260 66.2 5,969,050 62.1
Exercisable at 31 December 2,198,260 58.5 3,309,050 58.3
The options outstanding at 31 December 2010 had a weighted average remaining contractual life of 7.4 years (2009: 6.1 years). 
For options exercised in 2010, the weighted average share price at the date of exercise was 105.8p (2009: 67.3p).
The fair value of services received in return for share options granted is measured by reference to the fair value of the share options
granted. This estimate is based on a Black-Scholes model which is considered most appropriate considering the effects of the vesting
conditions, expected exercise period and the payment of dividends by the Company. The inputs into the Black-Scholes model for
options granted in the year were as follows:
2010 2009
Weighted average share price 72.2p 51.7p
Weighted average exercise price 71.3p 51.1p
Expected volatility 0.43 0.94
Expected life 4.0 3.0
Risk free rate 1% 3%
Expected dividends - -
Fair value per option 24.6p 29.9p
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous year. 
The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability,
exercise restrictions, and behavioural considerations.
The total number of options over ordinary shares outstanding at 31 December 2010 was as follows:
Weighted
average
Exercise period Number exercise price (p)
Exercisable until March 2011 613,260 45.1
Exercisable until March 2014 675,000 49.8
Exercisable until 2016 910,000 73.9
Exercisable at period end 2,198,260 58.5
Exercisable between 2011 and 2018 1,360,000 74.0
Exercisable between 2012 and 2019 1,275,000 59.3
Exercisable between 2013 and 2020 2,980,000 71.3
7,813,260 66.2
Cluff Gold plc 
Annual Report & Accounts 2010 61
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 20 Related party transactions
The Group’s investments in subsidiaries have been disclosed in note 10. Transactions between the Company and its subsidiaries during
the year are disclosed below.
2010 2009
US$000 US$000
Interest receivable 1,164 2,869
Management charges receivable 328 -
Amounts owed by subsidiaries at year end 45,322 59,248
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. Loans for which
repayment schedules have been determined are measured at amortised cost using the effective interest rate method. During 2010 a
provision of US$7,175,000 (2009: US$23,460,000) has been made for doubtful debts in respect of the amounts owed by Yaouré Mining
SA. In addition, an amount of US$2,635,000 has been provided in respect of the amounts owed by Cluff Mining Burkina SARL. 
The Directors believe that all the other amounts receivable from group companies are recoverable.
The repayment terms and interest rates for the amounts receivable from subsidiaries at the year-end are set out below:
Interest rate Repayment terms 2010 2009 
US$000 US$000
US LIBOR plus 2% Repayable in quarterly instalments 46,437 49,363
US LIBOR plus 4% Overdue from quarterly instalments above 9,019 11,782
GBP LIBOR plus 2% Repayable only once construction commences 
on applicable project 2,636 2,657
Non-interest bearing loans Repayable only once construction commences 
on applicable project 20,500 18,906
78,592 82,708
Less: provision for irrecoverable amount 
1
(33,270) (23,460)
45,322 59,248
1. Included within amounts receivable from subsidiary undertakings is US$39.2 million (2009:US$37.7 million) in respect of the Angovia mine. As set out in note 8,
the performance of the mine has been below budget since commencement of operations and an impairment of US$23.5 million was recognised in 2009. A further
US$7.2 million has been provided in 2010 following an update of the impairment review. An amount of US$2.6 million has been provided in respect of Cluff Mining
Burkina SARL, an exploration company situated in Burkina Faso.
During the year the Company made a gain of US$6.7 million on the assignment of an intercompany debt.
Remuneration of key management personnel
Details of directors’ emoluments are set out in note 3. Compensation for other key management personnel is as follows:
2010 2009
US$000 US$000
Short term employee benefits 912 679
Share based payments 85 35
997 714
Cluff Gold plc 
Annual Report & Accounts 2010 62
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010 Cluff Gold plc 
Annual Report & Accounts 2010 63
Financial Statements
Notes to the Consolidated Financial Statements
for the year ended 31 December 2010
21 Contingent liabilities
In February 2011 the Company received a proposal for additional costs sustained by the mining contractor at the Angovia mine totalling
US$9.2m. The Directors believe that the majority of the proposal is unfounded. The terms of the contract clearly state that the rates set
out therein shall apply regardless of the difficulty in performing the works under the contract, such that the majority of the additional costs
claimed cannot be recovered under the contract. A provision of US$2.7m is included in the financial statements, which, in the opinion of
the directors, is the maximum amount payable under the proposal.
22 Post balance sheet events
On 7 March 2011, following significant unrest in Côte d’Ivoire, the Group decided to temporarily suspend operations at its Angovia mine.
Following a detailed review by management this temporary situation was not considered to materially impact upon the carrying value of
the assets relating to this operation, nor the going concern status of the Group as a whole. The mine remains on care and maintenance
at the date of this report, but subsequent to the improved situation in Côte d’Ivoire management is reviewing the most appropriate
strategy for this asset. Company Secretary 
Catherine Apthorpe
Registered office and head office
15 Carteret Street, London SW1H 9DJ
Company Number 
4822520
Principal Bankers
Adam & Company plc 
22 King Street, London SW1Y 6QY 
Nominated Adviser and Joint Broker
Evolution Securities Limited 
100 Wood Street, London EC2V 7AN
Joint Broker
BMO Capital Markets 
95 Queen Victoria Street, London EC4V 4HG
Auditor
PKF (UK) LLP 
Farringdon Place, 20 Farringdon Road, 
London EC1M 3AP 
Registrars
Capita Registrars 
The Registry, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU
Corporate Adviser
Smith's Corporate Advisory Limited 
One Angel Court, London EC2R 7HJ
PR Advisers
Pelham Bell Pottinger 
5th Floor, Holborn Gate, 330 High Holborn, 
London WC1V 7QD
Farm Street Media 
6 Marylebone Passage, London W1W 8EX 
Cluff Gold plc 
Annual Report & Accounts 2010 64
Financial Statements
Company information Designed and produced by effektiv 
+44 (0)20 7324 2668 / www.effektiv.co.uk Cluff Gold plc
15 Carteret Street
London SW1H 9DJ
Tel: +44 (0) 20 7340 9790
Fax: +44 (0) 20 7233 4780
www.cluffgold.com