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Buffalo Coal Corp - Condensed Interim Consolidated Financial Statements - Unaudited

Release Date: 14/08/2014 16:09:00      Code(s): BUC     
BUFFALO COAL CORP. 
(formerly known as Forbes & Manhattan Coal Corp.) 
(Ontario Corporation No. 001891261)
(External company registration number: 2011/011661/10) 
Share code on the Toronto Stock Exchange: BUF
Share code on the JSE Limited: BUC
ISIN: CA1194421014       

        CONDENSED INTERIM CONSOLIDATED  
             FINANCIAL STATEMENTS 
                 (Unaudited)
 
 For the four months and three months ended  
        June 30, 2014 and May 31, 2013 
      (Presented in South African Rands) 

Condensed Interim Consolidated Statements of Financial Position
(Presented in South African Rands) (Unaudited) 

                                                                   June 30,                               March 1,        June 30,   
                                                                     2014    February 28, 2014             2013            2014   
                                                                                      (Note 3)         (Note 3)        (Note 1)   
                                                    Notes               R                    R                R              C$   
Assets                                                                                                                             
Non-current assets                                                                                                                 
Property, plant and equipment                                 551 605 987          575 220 923      616 027 553      55 563 993    
Intangible assets                                              11 079 463           11 506 000       32 803 013       1 116 049    
Goodwill                                                               -                     -      134 508 493              -      
Investment in financial assets                                 26 088 414           23 586 748       23 343 914       2 627 920    
Other receivables                                               3 613 517            3 907 685        3 346 954         363 994    
Long-term restricted cash                                              -                     -       12 542 241              -      
Total non-current assets                                      592 387 381          614 221 356      822 572 168      59 671 956    
Current assets                                                                                                                     
Trade and other receivables                                    72 956 688           77 597 078       54 075 952       7 349 023    
Inventories                                                    61 110 079           73 376 235       89 618 092       6 155 698    
Current portion of investment in financial assets                       -                     -       16 592 600              -      
Interest bearing receivables                                           -           29 140 388       46 947 676              -      
Non-interest bearing receivables                                1 537 995            1 504 434        1 034 384         154 924    
Taxation receivable                                             9 022 562            9 115 182       18 801 738         908 854    
Restricted cash                                                17 350 055           17 390 531          441 305       1 747 694    
Cash and cash equivalents                                       9 498 479           14 582 999       26 704 813         956 794    
Total current assets                                          171 475 858          222 706 847      254 216 560      17 272 987    
Total assets                                                  763 863 239          836 928 203    1 076 788 728      76 944 943    
Equity and liabilities                                                                                                             
Capital and reserves                                                                                                               
Share capital                                                 952 106 696          948 816 452      859 151 468      95 906 954    
Currency translation reserve                                (219 945 085)        (268 857 222)    (189 150 061)    (22 155 356)   
Reserves                                                       20 425 462           29 872 065       63 284 986       2 057 484    
Accumulated retained loss                                   (463 025 229)        (385 446 596)    (146 066 853)    (46 641 138)   
Equity attributable to owners of the Group                    289 561 844          324 384 699      587 219 540      29 167 944    
Non-controlling interest                                        4 339 142            4 339 142        4 339 142         437 087    
Total equity                                                  293 900 986          328 723 841      591 558 682      29 605 031    
Non-current liabilities                                                                                                            
Borrowings                                                     87 796 898           91 228 073      128 582 544       8 843 896    
RCF loan facilities                                     5      48 164 243           50 887 479               -        4 851 647    
Conversion option                                       5      52 509 796            7 828 422               -        5 289 381    
Asset retirement obligation                             4      17 607 517           31 929 112       29 906 948       1 773 628    
Deferred tax liability                                         34 670 624           47 204 251       83 179 991       3 492 417    
Total non-current liabilities                                 240 749 078          229 077 337      241 669 483      24 250 969    
Current liabilities                                                                                                                
Trade and other payables                                      151 972 912          170 161 406      146 430 701      15 308 430    
Current portion of borrowings                                  74 576 058           65 578 297       94 217 841       7 512 144    
Current portion of RCF loan facilities                                 -           40 723 113               -                -      
Loan payable                                                           -                     -          217 263              -      
Current portion of asset retirement obligation          4       2 664 205            2 664 209        2 694 758         268 369    
Current liabilities                                           229 213 175          279 127 025      243 560 563      23 088 943    
Total liabilities                                             469 962 253          508 204 362      485 230 046      47 339 912    
Total equity and liabilities                                  763 863 239          836 928 203    1 076 788 728      76 944 943    

Approved on behalf of the Board: 
 
Signed "Craig Wiggill", Director                                     Signed "Robert Francis", Director 
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements 
    
Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income 
(Presented in South African Rands) (Unaudited)                  

                                                      4 months ended   3 months ended  4 months ended   
                                                       June 30, 2014     May 31, 2013   June 30, 2014   
                                                                             (Note 3)        (Note 1)   
                                                                   R                R              C$   
Revenue                                                  220 169 793      185 089 829      22 177 991   
Cost of sales                                           (242 902 561)    (182 160 797)    (24 467 893)   
Gross (loss)/profit                                      (22 732 768)       2 929 032     (2 289 902)   
Other income/(expense) - net                               6 399 634        4 286 703         644 644   
General and administration expenses                      (23 955 973)     (17 817 752)     (2 413 117)   
Loss before the undernoted                               (40 289 107)     (10 602 017)     (4 058 375)   
Finance income                                               428 391          633 989          43 152   
Finance expense                                          (10 785 916)      (5 139 656)     (1 086 479)   
Loss before income tax                                   (50 646 632)     (15 107 684)     (5 101 702)   
Income tax benefit                                        12 533 533       14 925 371       1 262 518   
Loss for the period                                      (38 113 099)        (182 313)     (3 839 184)   
Other comprehensive loss                                           -    (101 843 290)              -     
Total comprehensive loss for the period                 (38 113 099)    (102 025 603)     (3 839 184)   
Loss attributable to:                                                                                    
- Owners of the parent                                   (38 113 099)    (102 025 603)     (3 839 184)   
- Non-controlling interest                                         -                 -                -      
                                                        (38 113 099)    (102 025 603)     (3 839 184)   
Net loss per share - basic and diluted                        (0.97)           (0.01)          (0.10)    
Headline loss per share - basic and diluted                   (0.97)           (0.01)          (0.10)    
Weighted average number of common shares outstanding:                                                    
 - Basic                                                  39 323 403       34 865 717      39 323 403    
 - Diluted                                                39 323 403       34 865 717      39 323 403    

The accompanying notes are an integral part of the condensed interim consolidated financial statements 

Condensed Interim Consolidated Statements of Changes in Equity
(Presented in South African Rands) (Unaudited) 

                                                         Attributable to owners of the Group 
                                                                       Reserves          
                                No. of shares          Share                                                 Currency                        Non- 
                                       issued        capital       Option  BEE option      Accumulated     translation                 controlling
                          Note                                  reserve     reserve    retained loss         reserve          Total     interest     Total equity
                                                          R            R           R               R               R              R            R                R 
Balance at March 1, 2013     3   34 386 035   859 151 468  54 211 275  9 073 711   (146 066 853)  (189 150 061)   587 219 540   4 339 142     591 558 682  
Stock-based compensation                  -             -       1 677          -              -              -         1 677           -           1 677  
Stock options expired                                   - (37 604 040)          -      37 604 040              -             -           -               -    
Other comprehensive  
gain/(loss) for the period                 -    88 678 690   1 714 315          -              -   (101 843 290)   (11 450 285)           -    (11 450 285) 
Net loss for the period                   -             -           -          -       (182 313)              -      (182 313)           -       (182 313) 
Balance at May 31, 2013      3   34 386 035   947 830 158  18 323 227  9 073 711   (108 645 126)  (290 993 351)   575 588 619   4 339 142     579 927 761  
                                                              
Shares issued in  
relation to convertible  
RCF loan facilities               3 041 047     5 607 185           -          -               -              -      5 607 185           -       5 607 185  
Stock-based compensation                   -             -    3 657 255          -               -              -      3 657 255           -       3 657 255  
Stock options expired                     -             -  (1 080 818)          -       1 080 818              -            -           -               -    
Other comprehensive  
gain/(loss) for the period                 -    (4 620 891)   (101 310)          -               -     22 136 129    17 413 928           -      17 413 928  
Net loss for the period                   -             -           -          -    (277 882 288)              -  (277 882 288)           -    (277 882 288) 
Balance at February 28, 2014  3   37 427 082   948 816 452  20 798 354  9 073 711   (385 446 596)  (268 857 222)   324 384 699   4 339 142     328 723 841  

Other comprehensive 
gain/(loss)                               -             -           -          -    (48 912 137)     48 912 137             -           -               -    
Balance at March 1, 2014     3   37 427 082   948 816 452  20 798 354  9 073 711   (434 358 733)  (219 945 085)   324 384 699   4 339 142     328 723 841  
Shares issued in relation to 
convertible RCF loan facilities    3 349 265     3 290 244           -          -              -             -     3 290 244           -       3 290 244  
Stock options expired                     -             -  (9 446 603)          -       9 446 603              -             -           -               -    
Net loss for the period                   -             -           -          -    (38 113 099)              -   (38 113 099)           -    (38 113 099) 
Balance at June 30, 2014          40 776 347   952 106 696  11 351 751  9 073 711   (463 025 229)  (219 945 085)   289 561 844   4 339 142     293 900 986  
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements

Condensed Interim Consolidated Statements of Cash Flow
(Presented in South African Rands) (Unaudited) 

                                                           4 months ended    3 months ended   4 months ended   
                                                            June 30, 2014      May 31, 2013    June 30, 2014   
                                                                                   (Note 3)         (Note 1)   
                                                                        R                 R               C$   
Cash flows from operating activities                                                                           
Cash (utilized in)/generated from operations                   (6 500 699)       21 492 716        (654 824)   
Interest received                                                  428 391          289 757           43 152   
Interest paid                                                  (4 270 166)       (5 116 800)        (430 139)   
Taxation recovery                                                   91 390                -             9 206   
Net cash (utilized in)/generated from operating activities    (10 251 084)       16 665 673      (1 032 605)   
Cash flows from investing activities                                                                           
Purchase of financial assets                                   (1 528 629)       (2 375 711)        (153 981)   
Purchase of property, plant and equipment                    (27 250 241)       (5 527 445)      (2 744 952)   
Proceeds from the disposal of property, plant and equipment        150 000                -           15 110   
Settlement of cancelled Riversdale Acquisition                  29 280 423                -         2 949 455   
Movement in non-interest bearing receivables                     (33 561)         (247 221)          (3 381)   
Movement in restricted cash                                         40 477                -             4 077   
Net cash generated from/(utilized in) investing activities         658 469       (8 150 377)           66 328   
Cash flows from financing activities                                                                            
Net drawdown/(repayment) of borrowings                           4 442 132      (11 529 963)          447 462   
Net cash generated from/(utilized in) financing activities       4 442 132      (11 529 963)          447 462   
Net decrease in cash and cash equivalents                      (5 150 483)       (3 014 667)        (518 815)   
Cash at the beginning of the period                             14 582 999       26 401 944        1 468 965   
Exchange gains on cash and cash equivalents                         65 963           18 851            6 644   
Cash at the end of the period                                    9 498 479       23 406 128          956 794   
 
The accompanying notes are an integral part of the condensed interim consolidated financial statements 

Notes to the Condensed Interim Consolidated Financial Statements 
For the four months and three months ended June 30, 2014 and May 31, 2013  
(Presented in South African Rands) (Unaudited) 

1     BASIS OF PREPARATION 
 
The unaudited condensed interim consolidated financial statements (the "Interim Results") of Buffalo Coal Corp. 
(formerly known as Forbes and Manhattan Coal Corp.) ("BC Corp" or the "Company") and its subsidiaries (the "Group") 
for the four months ended June 30, 2014 have been prepared in accordance with the recognition and measurement 
criteria of International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards 
Board ("IASB") and have been prepared in accordance with accounting policies based on the IFRS standards and 
International Financial Reporting Interpretations Committee ("IFRIC") interpretations and are in compliance with IAS 
34, Interim Financial Reporting.  
 
The Interim Results have not been audited by the Group's external auditors. The Interim Results do not include all the 
information and disclosures required in the annual financial statements and should be read in conjunction with the 
Group's annual financial statements for the year ended February 28, 2014, which have been prepared in accordance 
with IFRS. The Group has adopted the required new or revised accounting standards in the current period, as further 
set out in note 2 below, none of which had a material impact on the Group's results.  
 
The preparation of the Interim Results requires management to make judgments, estimates and assumptions that 
affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. 
In preparing these Interim Results, the significant judgments made by management in applying the Group's accounting 
policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated annual 
financial statements for the year ended February 28, 2014, with the exception of changes in estimates that are 
required in determining the asset retirement obligation and changes related to the functional and presentation 
currencies of the Company, as described in note 4 and 3, respectively. 
 
Effective March 1, 2014, the Company and its subsidiaries changed their financial year-end from February 28 to 
December 31. The next year-end will therefore be the ten months ending December 31, 2014. References to  
CYQ1 2014 mean the four months ended June 30, 2014, references to PYQ1 2014 mean the three months ended  
May 31, 2013 and references to PY2014 mean the financial year ended February 28, 2014.   
 
References to "R", "Rands" mean South African Rands, "C$" mean Canadian Dollars and to "US$" mean United States 
Dollars.  
 
Convenience rate translation 
 
The Company's functional and presentation currency is Rands. The Canadian Dollar amounts provided in the financial 
statements represent supplementary information solely for the convenience of the reader. The financial position as of 
June 30, 2014 and the financial results for the four months ended June 30, 2014 are translated into Canadian DolIars 
using a convenience translation at the rate of C$1:R9.9274, which is the exchange rate published on Oanda.com as of 
June 30, 2014. 
 
Such presentation is not in accordance with IFRS and should not be construed as a representation that the Rand 
amounts shown could be readily converted, realized or settled in Canadian Dollars at this or at any other rate. 

2       NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS  
 
The following standards, amendments and interpretations are issued and effective for the first time for the period 
ended June 30, 2014  
 
Amendments to IAS 32 ? 'Financial Instruments: Presentation' 
The IASB has issued amendments to the application guidance in IAS 32 that clarify some of the requirements for 
offsetting financial assets and financial liabilities on the balance sheet. However, the clarified offsetting requirements 
for amounts presented in the statement of financial position continue to be different from US GAAP. This amendment 
has not had a significant impact on the Group. 
 
IASB issues narrow-scope amendments to IAS 36 ? 'Impairment of assets' 
These amendments address the disclosure of information about the recoverable amount of impaired assets if that 
amount is based on fair value less cost of disposal. This amendment has not had a significant impact on the Group.  
 
Amendments to IAS 39? 'Financial instruments': Recognition and Measurement 
The IASB has issued amendments to IAS 39 in June 2013 to clarify that novation of a hedging derivative to a clearing 
counterparty as a consequence of laws or regulations or the introduction of laws or regulations does not terminate 
hedge accounting. This amendment has not had a significant impact on the Group. 
 
Amendments to IFRS 10, 'Consolidated financial statements', IFRS 12, 'Disclosures of interest in other entities' and IAS 
27, 'Separate financial statements' for investment entities 
The amendments mean that many funds and similar entities will be exempt from consolidating most of their 
subsidiaries. Instead they will measure them at fair value through profit or loss. The amendments give an exception to 
entities that meet an 'investment entity' definition and which display particular characteristics. Changes have also 
been made in IFRS 12 to introduce disclosures that an investment entity needs to make. This amendment has had no 
impact on the Group.
 
3      CHANGE IN FUNCTIONAL AND PRESENTATION CURRENCY 
 
Functional currency 
 
Due to the closure of the Toronto, Canada office during PY2014 and the transfer of all functions to the Johannesburg, 
South Africa office, management has concluded that the most appropriate functional currency of the parent company, 
BC Corp, is Rands. Previously, the functional currency of BC Corp was Canadian Dollars. The functional currency of the 
subsidiaries continues to be Rands. This change has been accounted for prospectively from March 1, 2014. 
 
All assets, liabilities and equity were translated into Rands at the exchange rate on March 1, 2014. As a result, the 
cumulative currency translation differences which had arisen up to the date of change of functional currency were 
reallocated to other components within equity.  
 
Presentation currency  
 
Post the Group restructuring, BC Corp is effectively managed in South Africa, the majority of the transactions are 
conducted in Rands by its major subsidiary, and monthly reporting to management and the Board of Directors is 
reflected in Rands. Effective March 1, 2014, the presentation currency of the Group was changed from Canadian 
Dollars to Rands.       
 
The change in presentation currency represents a voluntary change in accounting policy, which has been applied 
retrospectively. 
 
Comparative information, for PY2014 and 2013 were translated from Canadian Dollars to Rands using the procedures 
outlined below: 
 
-     assets and liabilities were translated into Rands at each period-end closing rate of exchange; 
-     income and expenses were translated into Rands at average rates of exchange for each period as the average 
      rate was considered a suitable proxy for the prevailing rates at the date of the transactions; 
-     differences resulting from the retranslation on the opening net assets and the results for each period have been 
      taken to other comprehensive income ("OCI");  
-     share capital, share premium and other reserves were translated at the closing rate of exchange prevailing at 
      each period end closing rate; and 
-     accumulated retained losses were translated at the average rates of exchange for each period.  
 
The exchange rates used were: 

                                 2014      2013   
                                 R:C$      R:C$   
Average rate                  9.5415    8.3631   
Closing rate                  9.6899    8.8261   


4       ASSET RETIREMENT OBLIGATION 
 
During the current period, the Group adjusted the risk-free rate used in discounting the estimated cost of restoring the 
environmental disturbances. Due to a change in the underlying inputs, there was a R14,5 million reduction in the 
provision from the year ended February 28, 2014. 
 
5     RESOURCE CAPITAL FUND V L.P ("RCF") LOAN FACILITIES 
 
At June 30, 2014, after receiving shareholder approval at the special and annual general meeting held on  
June 27, 2014, the RCF bridge loan facility of US$4,0 million and the original RCF convertible loan facility of US$6,0 
million were rolled up into one facility (the "RCF Convertible Loan"), which is convertible at a price of C$0.1446 per 
common share of the Company ("Common Share") and matures on June 30, 2017. These were the terms of the RCF 
US$25,0 million loan facility agreement, dated February 4, 2014 which was amended on July 3, 2014. Refer to note 8 
for further information.  
 
In terms of IAS 39, Financial Instruments: Recognition and Measurement, the roll up of the loan was treated as a 
modification as the terms of the RCF Convertible Loan were not, by definition, substantially different from those of the 
bridge loan and original convertible loan facilities.  
 
The RCF Convertible Loan was recognized in two parts, a component liability and a conversion option liability. An 
embedded derivative exists due to the convertible loan facility being denominated in US Dollars.  

 
The fair value of the conversion option liability at June 30, 2014 was obtained using the Black-Scholes option pricing 
model and the following assumptions:  expected volatility of 91%, expected life of 3 years, risk-free rate of 1.13% and 
an expected dividend yield of 0%.  
 
6     COMMITMENTS AND CONTINGENCIES 
 
Management Contracts 
 
The new management contracts, as discussed in the PY2014 annual financial statements, require that payments of 
approximately R12,4 million be made upon the occurrence of a change of control, other than a change of control 
attributable to RCF. 
 
Capital Commitments 
 
Capital expenditure contracted for at the statement of financial position date but not recognized in the financial 
statements is as follows: 

                                                  June 30,           February 28,   June 30,   
                                                    2014                   2014       2014   
                                                       R                      R         C$   
Property, plant and equipment                 8 463 870              8 271 945    852 577   


 
Included in the R8,3 million disclosed in PY2014 was a commitment to purchase a mining right from Ikwezi Mining 
Proprietary Limited ("Ikwezi"). As a result of not receiving regulatory consent from the Minister of Mineral Resources 
within the expected timelines (in terms of section 102 of the Mineral and Petroleum Resources Development Act 28 of 
2004 ("MPRDA")), the existing agreement between Forbes Coal Proprietary Limited, trading as Buffalo Coal Dundee 
("BC Dundee"), Zinoju Coal Proprietary Limited ("Zinoju") and Ikwezi lapsed on June 30, 2014. The parties are currently 
in discussion regarding potential opportunities to enter into a new agreement. Included in the R8,5 million disclosed in 
CYQ1 2014 are commitments relating to machinery and equipment, which excludes the R8,0 million commitment 
relating to the purchase of the mining right from Ikwezi.   
 
Environmental Contingency 
 
The Company's mining and exploration activities are subject to various laws and regulations governing the 
environment.  These laws and regulations are continually changing and generally becoming more restrictive. The 
Company believes its operations are materially in compliance with all applicable laws and regulations. The Company 
has made, and expects to make in the future, expenditures to comply with such laws and regulations.  
 
Outstanding Legal Proceedings 
 
Sasfin Bank Limited has claimed advisory fees in relation to signature of the Riversdale Mining Limited acquisition 
agreement in the amount of R5,7 million. No amount has been provided for, relating to this claim, at June 30, 2014. 

 
An appeal was lodged in terms of section 96 of the MPRDA, by the Avemore Trust, challenging the Department of 
Mineral Resources ("DMR") in relation to the grant of Mining Right 174 to Zinoju. Zinoju has lodged its replying 
submission to the DMR and in the interim, pending the outcome of the process embarked upon by Avemore Trust, 
Zinoju remains the holder of Mining Right 174 and is entitled to continue mining in the area covered by Mining Right 
174.  The Group is taking various steps to mitigate any potential risks in relation to the appeal. 
 
7     CHANGE IN DIRECTORS AND OFFICERS 

On June 12, 2014, the Company announced the appointment of Mr. David Thomas to the Board of Directors. The 
appointment of Mr. Thomas follows the resignation of Mr. Thomas Quinn Roussel who has stepped down as a director 
of the Company. 
 
8     SUBSEQUENT EVENTS 
 
Additional Funding 
 
On July 3, 2014, BC Corp entered into an amended and restated loan agreement with RCF ("Amended RCF 
Agreement") and closed the final tranche of the US$25,0 million convertible loan facility. The third and final tranche of 
US$15,0 million to be advanced will be done so in tranches commencing in July 2014. There are two types of advances: 
 
-      a scheduled advance of funds by RCF to BC Corp; and 
-      an equipment advance, whereby funds will be advanced by RCF directly to equipment suppliers on behalf 
       of BC Dundee. 
 
On July 4, 2014, BC Corp received US$4,4 million from RCF, which was advanced to BC Dundee as a shareholder loan. 
US$1,2 million was advanced back to BC Corp as a management fee. Of the remaining funds received by BC Dundee, 
R24,5 million was deposited into the Investec Bank Limited ("Investec") working capital facility and R9,75 million was 
advanced against the Investec term loan, as per the terms of the amended and restated agreement with Investec 
("Amended Investec Agreement"), as set out in further detail below. During July 2014, RCF paid R56,4 million  
(US$5,3 million) directly to equipment suppliers on behalf of the Group. 
 
Further advances to BC Corp are expected to be as follows: 
 
-      the US$ equivalent of R2,4 million in August 2014;  
-      the US$ equivalent of R0,5 million in September 2014;  
-      the US$ equivalent of R0,4 million in October 2014; and  
-      the US$ equivalent of R0,1 million in November 2014. 
 
The balance of the advance, is expected to be made by way of equipment advances for the acquisition of assets and 
equipment as specified in the Amended RCF Agreement. The total advance may not exceed US$15,0 million. 

On July 3, 2014, the Company issued 5 531 120 Common Shares to RCF at a price of C$0.1446 per Common Share, to 
settle the establishment fee on the final tranche of the facility. 

 
The US$25,0 million facility will bear interest at a rate of 12% per annum, payable in arrears at the end of each month 
in Common Shares at a price per share equal to the 20-day volume weighted average price ("VWAP"), as at the date 
the payment is due. At RCF's option, interest shall be paid in cash provided that for as long as the Investec loan 
remains outstanding, RCF may demand payment of interest in cash only to the extent that BC Corp has cash available 
to make such payment. 
 
The maturity date of the Amended RCF Agreement is June 30, 2019. 
 
In terms of the Amended RCF Agreement, BC Corp and BC Dundee were released from the existing security provided 
to RCF. This included a special notarial bond over the anthracite stockpile at July 31, 2013 and the cession of a 
specified bank account into which all the proceeds from the sale of such anthracite stockpile were transferred.  The 
Company was released from its pledge of the BC Dundee shares.  
 
In terms of the Amended RCF Agreement, RCF will take a first ranking special notarial bond over the new equipment as 
specified in the Amended RCF Agreement. Furthermore, RCF has taken a second ranking security over BC Dundee's 
shares and all other moveable and immovable assets of BC Dundee.  
 
Investec Debt Restructuring 
 
On July 3, 2014, the Group finalized a restructuring of the Investec loan facilities on the following terms: 
 
-     five-year senior secured amortizing term loan facility of up to R90,0 million. The term loan facility will accrue 
      interest monthly at JIBAR plus 4%, with only interest payable on a quarterly basis up to December 2015. The first 
      capital payment is due in December 2015 and thereafter on a quarterly basis. The Amended Investec Agreement 
      requires BC Dundee to make payments if excess cash is available during the 18 month grace period to a 
      maximum of R4,5 million on a quarterly basis; 
-     five-year senior secured loan facility of up to R50,0 million (the "Bullet Facility") repayable by way of a bullet 
      repayment at the end of the facility term. The Bullet Facility will accrue interest at JIBAR plus 4% with the first 
      interest payment due in December 2015 and thereafter BC Dundee will make quarterly repayments of interest 
      only; and 
-     five-year senior secured revolving credit facility of R30,0 million repayable on the final maturity date being  
      July 3, 2019. Interest will accrue at prime plus 0.5%, payable monthly. 
         
The loan facilities provide for certain covenants to be maintained, however, as part of the restructuring, BC Dundee is 
only required to report covenants to Investec commencing December 2015. 
 
Investec has subscribed for 34 817 237 warrants with a strike price of C$0.1446, the proceeds of which, if exercised, 
will be applied against settlement of the Bullet Facility.  RCF has the right to acquire the warrants from Investec at 
agreed pricing during the period, ending on July 3, 2019. 

 
The Investec facilities are secured by a first ranking security over BC Dundee's shares and all the moveable and 
immovable assets of BC Dundee, and a second ranking security over all new equipment acquired using the proceeds of 
the RCF convertible loan facility.   
 
TSX Delisting Review 
 
On July 11, 2014, the TSX informed the Company that it satisfies the TSX's continued listing requirements. 
 
Issuance of Share Capital 
 
Subsequent to June 30, 2014, the Company issued additional shares to RCF in settlement of interest owing on the 
convertible and bridge loan facilities for the periods ending June 30, 2014 and July 31, 2014. An additional 1 975 184 
and 1 992 660 Common Shares were issued at prices of C$0.0918 and C$0.0982, respectively. 

On July 3, 2014, the Company issued 5 531 120 Common Shares to RCF at a price of C$0.1446 per Common Share, to 
settle the establishment fee on the final tranche of the facility. 
 
Change of Name 
 
On July 4, 2014, the Company announced that it had changed its name to Buffalo Coal Corp. The name change was 
approved by the shareholders of the Company at the annual and special meeting held on June 27, 2014.   
 
Resignation and Appointment of Directors and Officers 

Mr. Neil Said resigned from his position as Corporate Secretary following the closing of the funding transactions with 
RCF on July 3, 2014 (refer to note 8) and the Company appointed Ms. Lorraine Harrison to the position of Corporate 
Secretary on the same day.   
 
On July 18, 2014, the Company announced the resignation of Mr. Bernard Wilson from the Board of Directors with 
effect from July 7, 2014.   
 
Other Matters  
 
Except for the matters discussed above, no other matters which management believes are material to the financial 
affairs of the Company have occurred between the statement of financial position date and the date of approval of the 
financial statements. 


14 August 2014

Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 14/08/2014 04:09:00 Supplied by www.sharenet.co.za                     
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