Wrap Text
Report for the quarter ended 31 March 2017
Obtaining a cash generator and project funding
Coal of Africa Limited
(Incorporated and registered in Australia)
Registration number ABN 008 905 388
ISIN AU000000CZA6
JSE/ASX/AIM share code: CZA
("CoAL or the "Company" or the "Group")
ANNOUNCEMENT 28 April 2017
REPORT FOR THE QUARTER ENDED 31 MARCH 2017
OBTAINING A CASH GENERATOR AND PROJECT FUNDING
Coal of Africa Limited (“CoAL” or “the Company”) which operates in South Africa, together with its
subsidiaries, hereby provides its update for the quarter ended 31 March 2017. All figures are denominated in
United States dollars unless otherwise stated. A copy of this report is available on the Company's website,
www.coalofafrica.com.
Salient operational features
- No lost-time injuries (“LTIs”) recorded during the quarter (FY2017 Q2: nil).
- Agreements concluded for the acquisition of the Uitkomst Colliery from Pan African Resources Plc (“Pan
African”) for a purchase price of R275 million (US$20.5million).
- Successful placement of US$2 million by M&G Investment Management Ltd (“M&G”) and the conversion
of US$9.8 million of the Yishun Brightrise Investment PTE Limited (“YBI”) US$10 million loan to equity.
- Successful closure of the sale of Holfontein Investment Proprietary Limited (“Holfontein”) to Taung Gold
Secunda Proprietary Limited (“Taung Gold”).
- Successful completion of a loan agreement for up to R240 million from the Industrial Development
Corporation of South Africa (“IDC”) for the development of the Makhado Project.
- Granting of an Environmental Authorisation in terms of the National Environmental Management Act
(“NEMA”) (Act 107 of 1998) and the Environmental Impact Assessment Regulations (2014) to Vele
Colliery for stream diversion and associated infrastructural activities.
Corporate and financial features
- Available cash at period end of US$5.1 million and restricted cash of US$0.05million.
QUARTERLY COMMENTARY
Makhado Coking Coal Project (“Makhado Project”) – Soutpansberg Coalfield (100% owned - 74% post
BBBEE transaction)
The Makhado Project recorded no LTIs (FY2017 Q2: nil) during the quarter.
Makhado’s 26-month construction phase is expected to begin as soon as all regulatory approvals are in place
(expected during CY2017). This delayed start up reflects the complex environment in which South African
mining companies operate. CoAL remains committed to ensuring that the requisite processes are completed
as efficiently as possible. Post construction, a further four month ramp-up phase will result in the production of
5.5 million tonnes per annum (“Mtpa”) of saleable product.
During FY2016 Q2, the Company was granted a 20-year Integrated Water Use Licence (“IWUL”) for the
Makhado Project. Following an appeal to the DWS submitted by the Vhembe Mineral Resources Forum and
other parties, the IWUL was automatically suspended under Section 148 (2) (b) of the South African National
Water Act No 36 of 1998. Representation has been made to the Minister of Water and Sanitation and the
Water Tribunal to progress the final conclusion of the appeal.
The interim court interdict to halt any mining or construction activity issued against CoAL in respect of
the Makhado Project during Q2 FY2014 remains in place. Subsequent to this, the Environmental
Authorisation (“EA”) for the Makhado Project was transferred from CoAL to Baobab Mining and Exploration
(Pty) Ltd, the operating entity for the Makhado Project in July 2016 by the Department of Mineral Resources
(“DMR”) and the Limpopo Department of Economic Development, Environment and Tourism. The validity
period for the commencement of activities was also further extended for an additional five years. This
authorisation is fully executable and will facilitate the commencement of the Makhado Project upon resolution
of the IWUL.
CoAL has successfully launched the Makhado Centre of Learning which aims to develop skills within
communities to enable access to opportunities offered within the Makhado Project
CoAL remains committed to the sustainable development of the Makhado Project, recognising its potential to
drive significant socio-economic transformation. The Company continues to engage with all stakeholders to
ensure the on-going implementation of a co-existent model, seeking co-operation between mining, agriculture
and heritage land uses.
The Company is in the process of securing the surface rights for the Makhado Project. This process in highly
complicated as current surface rights are subject to land claims and the Company needs to ensure that due
process is followed. The Project is located over five farms.
Mooiplaats Colliery – Ermelo Coalfield (74% owned)
The Mooiplaats thermal coal colliery (“Mooiplaats Colliery”) was placed on care-and-maintenance during Q1
2014, and recorded no LTIs during the period (FY2017 Q2: nil).
Due to the increase in coal pricing over the six months, the Company has experienced renewed interest in the
Mooiplaats Colliery by potential buyers. Interested parties are at various stages of financial assessment and
completion of the due diligence process. The Company is committed to delivering a successful completion of
the sale as soon as possible.
Vele Colliery – Limpopo (Tuli) Coalfield (100% owned)
The Vele coking and thermal coal colliery (“Vele Colliery”) recorded no LTIs during the quarter (FY2017 Q2:
nil).
The IWUL for the Vele Colliery has been renewed for a further 20 years and has also been amended in line
with the requirements for the colliery’s Plant Modification Project (“PMP”).
The DMR has recently granted an EA in terms of the National Environmental Management Act (Act 107 of
1998) and the Environmental Impact Assessment Regulations (2014) for Vele Colliery for the diversion of a
stream and associated infrastructural activities.
CoAL awaits the granting of an IWUL by the DWS, which is the final approval required to complete the
regulatory approvals for the stream diversion in respect of the PMP. Once all regulatory approvals are in
place, the Company will be in a position to consider current market pricing and off-take agreements to
conclude on an investment decision favourable to the Company.
Greater Soutpansberg Project (MbeuYashu) (74% owned)
The MbeuYashu Project recorded no LTIs (FY2017 Q2: nil) during the period.
No other significant matters to report.
Acquisition of the Uitkomst Colliery
During the quarter, the Company announced the successful completion of an agreement with Pan African in
which CoAL will acquire 100% of the shares in and claims against Pan African Resources Coal Holdings
Proprietary (“PAR Coal”) for a purchase price of R275 million (US$20.5 million). PAR Coal holds a 91%
shareholding in Uitkomst Colliery Proprietary Limited (“Uitkomst”).
Uitkomst is a high grade thermal export quality coal deposit with metallurgical applications, which is situated in
the Utrecht coalfields in KwaZulu Natal. Uitkomst consists of an existing underground coal mine and a
planned life-of-mine extension. The operating mine is easily accessible and well-established. Existing
infrastructure such as power supply, water supply, buildings, workshops, weighbridge, water storage and
management facilities are all in place. Uitkomst currently employs approximately 520 employees (including
contractors).
Uitkomst had a net asset value of R209 million and made operating profits of R21.3 million for the 6 months
ended 31 December 2016 as disclosed in the interim financial statements of Pan African.
The acquisition price of R275 million will be settled as follows:
- R125 million (US$9.3 million) payable in cash (“cash consideration”);
- R25 million (US$1.8 million) deferred consideration (“the deferred consideration”). The deferred
consideration can be repaid by CoAL at any time prior to the 24 month anniversary of the effective
date of the acquisition. The deferred consideration will bear interest at the prime rate, and shall be
repaid on the second anniversary of the effective date. CoAL shall be entitled to prepay any amounts
in respect of the deferred consideration. If not settled after 24 months, the balance outstanding can be
settled through the issue of new CoAL shares at the 30-day volume weighted average price as traded
on the JSE on the date immediately prior to the date on which Pan African gives its election. To the
extent that certain coal bu- in opportunities are not secured by, or with the assistance of Pan African,
within two years from the effective date, which would result in CoAL suffering a lower economic
benefit, the deferred consideration may be reduced, subject to a maximum of R15 million; and
- 261 287 625 newly issued CoAL shares (equivalent to R125 million) equating to approximately 9.3%
of CoAL’s total issued share capital.
The Company will fund the cash consideration through internal cash resources and proceeds of an aggregate
US$13 million equity investment from Summer Trees Pte Ltd and M&G at a subscription price of R0.52
(US$0.03878) per CoAL share, resulting in the issue of 335 250 000 shares pursuant to agreements with
CoAL.
The implementation of the acquisition is both subject to and conditional on the fulfilment of conditions
precedent customary for a transaction of this nature and includes, inter alia, the following:
- CoAL obtaining all of the requisite shareholder, AIM, JSE and ASX approvals to implement the
acquisition and ancillary transactions;
- Uitkomst entering into a supply of coal agreement on terms acceptable to CoAL;
- Uitkomst being released, in writing, from its obligations as a guarantor in terms of Pan African facility
agreements;
- Pan African beeing released from its obligations as guarantor from the financial provisions provided to
the DMR and the guarantee been replaced in a manner and form acceptable to CoAL;
- Pan African and CoAL entering into a transitional services agreement;
- The approval by the Competition Authorities under the Competition Act; and,
- Any exchange control approval which might be required from the Exchange Control Authorities, in
terms of the Exchange Control Regulations being obtained.
IDC Loan
During the quarter, the Company has entered into a loan agreement with the IDC and Baobab Mining and
Exploration Proprietary Limited ("Baobab"), a subsidiary of CoAL and owner of the mining right for the
Makhado Project, in terms of which the IDC shall advance loan funding of up to R240 million (approximately
US$17.6million) to Baobab for the Makhado Project. The Loan Funding will be used to advance the
operations and implementation of the Makhado Project.
The loan funding is subject to the following conditions:
- The IDC advancing to Baobab in two equal tranches of R120 million (approximately US$9.2million)
upon written request from Baobab;
- Each Tranche having a three-year repayment period and accruing interest at a real after-tax rate of
16% per annum;
- Subject to the provisions of the Loan Agreement, CoAL standing surety for Baobab's obligations to
ensure repayment of the loan amount in instances in which Baobab defaults on such payments;
- CoAL issuing to IDC h warrants (in respect of CoAL shares) pursuant to each advance date as soon
as the relevant shareholder approval for the issue has been received. More details regarding the
warrants will be provided in due course;
- Baobab and CoAL providing the IDC with warranties, representations and undertakings which are
customary in a loan funding agreement of this nature;
- IDC having the right to appoint one director to the Boabab board and to be a member of Makhado
Project steering committee during the loan repayment period; and
- Upon each advance date, Baobab issuing new ordinary shares in Baobab to the IDC, equivalent to
5% of the entire issued share capital of Baobab at such time. CoAL's shareholding in Baobab will be
diluted accordingly. Notwithstanding such dilution, CoAL will retain a majority shareholding in Baobab.
Corporate
During the period under review, the Company concluded the previously announced sale of 100% of the issued
share capital in Holfontein Investments (Pty) Ltd to Taung Gold and received the final settlement of R25
million post quarter-end. The Section 11 transfer of the mineral rights was granted by the DMR in late March
2017.
The Company also received confirmation that Fifth Season (Pty) Ltd is in the process of funding its full and
final settlement of the outstanding balance to CoAL regarding the disposal of the previously announced
Opgoedenhoop Mining Right. The Company remains confident that the outstanding balance will be received
in due course. The capital balance outstanding is approximately R15million, including VAT, but excluding
accrued interest.
CoAL has continued to restructure its balance sheet and ensure that it is well positioned to unlock shareholder
value through its flagship Makhado Project. As part of this restructuring, the Company recognised that limited
cash flow will be generated during the Makhado pre-production phase over the next three to four years.
Therefore the Uitkomst acquisition represents a highly compelling and attractive value proposition that CoAL
believes to be value accretive and which will provide cash flows to support CoAL as the Company continues
to progress the Makhado Project. CoAL believes that Uitkomst will complement the Makhado Project and
development project pipeline by:
- Creating a sustainable, multi-product mining group, with a skilled team and excellent resources
adding to the development profile;
- Providing positive cash flows from Uitkomst;
- Enlarging CoAL’s asset base, which provides a stronger proposition to access the necessary funding
required to pursue the development of the enlarged group's growth opportunities; and,
- Positioning CoAL as a potential industry consolidator, with a management team capable of delivery
As part of the continued balance sheet restructuring, the Company has acquired additional funding from an
anchor shareholder, M&G. An amount of US$2 million was invested during the period and will be used for
working capital. The Company has also successfully converted the majority of the US$10 million loan to
shareholder YBI to equity during the period under review. This conversion has a positive impact on the
Company’s balance sheet and eliminates a large potential future cash outflow. These two transaction resulted
in the issue of an aggregate 289 050 199 shares at an issue price of US$0.04081 per share. The remainder of
the YBI loan will be converted to equity following shareholder approval at the upcoming EGM,
At the end of March 2017, the Company had an outstanding balance owing to Rio Tinto of US$8.4 million,
excluding interest. The Company had a cash balance of US5.1 million, excluding the Holfontein receipt of R25
million (US$1.9 million) as this was only received post quarter-end. The Company is in the process of
concluding its first drawdown of the IDC loan funding which should yield approximately US9.2 million.
Markets
The hard coking price has once again rallied on the back of short term supply constraints owing to disruptions
caused by weather and infrastructure problems. While we do not consider the current prices to be sustainable
in the long term, the current price movement underpins the tightness of world supply and, as such, is positive
for longer term pricing.
David Brown, CEO commented: “The last quarter has been filled with overdue good news for CoAL: the
successful acquisition of the Uitkomst Colliery, securing the IDC funding; and the completion of the Holfontein
Mining Right sale/transfer. The Company is making good progress toward re-entering the market as a coal
producer, while focusing on the timeous funding and finalisation of the regulatory and surface right
requirements for the Makhado Project”.
Authorised by
David Brown
Chief Executive Officer
For more information contact:
David Brown Chief Executive Officer Coal of Africa +27 10 003 8000
De Wet Schutte Chief Financial Officer Coal of Africa +27 10 003 8000
Celeste van Tonder Investor Relations Coal of Africa +27 10 003 8000
Tony Bevan Company Secretary Endeavour Corporate +61 08 9316 9100
Services
Company advisors:
Matthew Armitt/Ross Allister Nominated Adviser and Peel Hunt LLP +44 20 7418
Broker 8900
Jos Simson/Emily Fenton Financial PR (United Tavistock +44 20 7920
Kingdom) 3150
Charmane Russell/Olwen Financial PR (South Russell & Associates +27 11 880 3924
Auret Africa) or
+27 82 372 5816
Investec Bank Limited is the nominated JSE Sponsor
About CoAL:
CoAL is an AIM/ASX/JSE listed coal exploration, development and mining company operating in South Africa.
CoAL’s key projects include the Vele Colliery (coking and thermal coal), the Greater Soutpansberg Project
/MbeuYashu, including CoAL’s Makhado Project (coking and thermal coal).
AU: Coal of Africa Limited, Suite 8, 7 The Esplanade, Mount Pleasant, Perth WA 6153, Australia, Tel: +61 8 9316 9100, Fax: +61 8 9316 5475
ZA: South Block, Summercon Office Park, Cnr Rockery Lane and Sunset Avenue, Lonehill, 2191, Tel: +27 10 003 8000 Fax: +27 11 388 8333 Email: adminza@coalofafrica.com
Bernard R. Pryor – Chairman, David H. Brown – Chief Executive Officer De Wet O.Schutte - Chief Financial Officer
Non-executive directors: Peter G. Cordin, Andrew D. Mifflin, Khomotso B. Mosehla , Thabo F. Mosololi, Rudolph H. Torlage, Shangren Ding
Tenements held by CoAL and its Controlled Entities
Change
in
Project Name Tenement Number Location Interest quarter
Chapudi Albert 686 MS- Limpopo~ 74%
Project*
Bergwater 712 MS-- 74%
Remaining Extent and Portion 2 of Bergwater 697 74%
MS--
Blackstone Edge 705 MS 74%
Remaining Extent & Portion 1 of Bluebell 480 MS- 74%
Remaining Extent & Portion 1 of Bushy Rise 702 74%
MS--
Castle Koppies 652 MS-- 74%
Chapudi 752 MS -- 74%
Remaining Extent, Portions 1, 3 & 4 of Coniston 74%
699 MS--
Driehoek 631 MS-- 74%
Remaining Extent of Dorps-rivier 696 MS-- 74%
Enfield 512 MS (consolidation of Remaining 74%
Extent of Enfield 474 MS, Brosdoorn 682 MS &
Remaining Extent of Grootvlei 684 MS)--
Remaining Extent and Portion 1 of 74%
Grootboomen 476 MS- 74%
Grootvlei 684 MS-- 74%
Kalkbult 709 MS 74%
Remaining Extent, Remaining Extent of Portion 2, 74%
Remaining Extent of Portion 3, Portions 1, 4, 5, 6,
7 & 8 of Kliprivier 692 MS-
Remaining Extent of Koodoobult 664 MS- 74%
Koschade 657 MS (Was Mapani Kop 656 MS)- 74%
Malapchani 659 MS- 74%
Mapani Ridge 660 MS- 74%
Melrose 469 MS- 74%
Middelfontein 683 MS- 74%
Mountain View 706 MS- 74%
M'tamba Vlei 654 MS 74%
Remaining Extent & Portion 1 of Pienaar 635 MS- 74%
Remaining Extent & Portion 1 of Prince's Hill 704 74%
MS-
Qualipan 655 MS- 74%
Queensdale 707 MS- 74%
Remaining Extent & Portion 1 of Ridge End 662 74%
MS-
Remaining Extent & Portion 1 of Rochdale 700 74%
MS-
Sandilands 708 MS- 74%
Portions 1 & 2 of Sandpan 687 MS-- 74%
Change
in
Project Name Tenement Number Location Interest quarter
Sandstone Edge 658 MS- 74%
Remaining Extent of Portions 2 & 3 of 74%
Sterkstroom 689 MS--
Sutherland 693 MS- 74%
Remaining Extent & Portion 1 of Varkfontein 671 74%
MS--
Remaining Extent, Portion 2, Remaining Extent of 74%
Portion 1 of Vastval 477 MS-
Vleifontein 691 MS- 74%
Ptn 3, 4, 5 & 6 of Waterpoort 695 MS-- 74%
Wildebeesthoek 661 MS- 74%
Woodlands 701 MS- 74%
Kanowna M27/41 Coolgardie^ 23.68%
West and
Kalbara M27/47 23.68%
M27/59 23.68%
M27/72,27/73 23.68%
M27/114 23.68%
M27/181 21.31%
M27/196 23.68%
M27/414,27/415 23.68%
P27/1826-1829 23.68%
P27/1830-1842 23.68%
P27/1887 23.68%
Abbotshall ML63/409,410 Norseman^ Royalty
Royalty
Kookynie ML40/061 Leonora^ Royalty
Royalty
ML40/135,136 Royalty
Makhado Fripp 645 MS Limpopo~ 100%#
Project
Lukin 643 MS 100%#
Mutamba 668 MS 100%#
Salaita 188 MT 100%#
Tanga 849 MS 100%#
Daru 848 MS 100%#
Windhoek 847 MS 100%#
Generaal Limpopo~ 74%
Beck 568 MS--
Project
Bekaf 650 MS- 74%
Remaining Extent & Portion 1 of Boas 642 MS- 74%
Chase 576 MS- 74%
Coen Britz 646 MS- 74%
Fanie 578 MS- 74%
Change
in
Project Name Tenement Number Location Interest quarter
Portions 1, 2 and Remaining Extent of Generaal 74%
587 MS-
Joffre 584 MS- 74%
Juliana 647 MS 74%
Kleinenberg 636 MS- 74%
Remaining Extent of Maseri Pan 520 MS- 74%
Remaining Extent and Portion 2 of Mount Stuart 100%
153 MT--
Nakab 184 MT-- 100%
Phantom 640 MS-- 74%
Riet 182 MT-- 100%
Rissik 637 MS- 100%
Schuitdrift 179 MT- 100%
Septimus 156 MT-- 100%
Solitude 111 MT- 74%
Stayt 183 MT-- 100%
Remaining Extent & Portion 1 of Terblanche 155 100%
MT--
Van Deventer 641 MS- 74%
Wildgoose 577 MS- 74%
Mopane Limpopo~ 100%
Ancaster 501 MS--
Project*
Banff 502 MS- 74%
Bierman 599 MS- 74%
Cavan 508 MS 100%
Cohen 591 MS-- 100%
Remaining Extent, Portions 1 & 2 of Delft 499 74%
MS-
Dreyer 526 MS-- 74%
Remaining Extent of Du Toit 563 MS- 74%
Faure 562 MS 74%
Remaining Extent and Portion 1 of Goosen 530 74%
MS --
Hermanus 533 MS- 74%
Jutland 536 MS-- 100%
Krige 495 MS- 74%
Mons 557 MS- 100%
Remaining Extent of Otto 560 MS (Now 74%
Honeymoon)-
Remaining Extent & Portion 1 of Pretorius 531 74%
MS-
Schalk 542 MS- 74%
Stubbs 558 MS- 100%
Ursa Minor 551 MS-- 74%
Van Heerden 519 MS-- 74%
Portions 1, 3, 4, 5, 6, 7, 8, 9, Remaining Extent of 74%
Portion 10, Portions 13, 14, 15, 16, 17, 18, 19, 20,
Change
in
Project Name Tenement Number Location Interest quarter
21, 22, 23, 24, 26, 27, 29, 30, 35, 36, 37, 38, 39,
40, 41, 44, 45, 46, 48, 49, 50, 51, 52 & 54 of Vera
815 MS
Remaining Extent of Verdun 535 MS- 74%
Voorburg 503 MS-- 100%
Mooiplaats Mpumalanga~ 74%
Colliery and Portions 1, 9,14,17,18,19,20 & Remaining Extent
prospects of Mooiplaats 290 IT
Portion 2, 3 and Remaining Extent of Klipbank 74%
295 IT
Portions 1, 2 and Remaining Extent of 74%
Adrianople296 IT
Portions 2 & 3 of Willemsdal 330 IT 74%
Portions 2, 3, 4 & Remaining Extent) of De 74%
Emigratie 327 IT
Remaining Extent and Portions 2, 5, 8,10 & 13 of 74%
Buhrmansvallei 297 IT
Klipfontein 442 IT 74%
Vele Colliery Portions of Overvlakte 125 MS (Remaining Limpopo~ 100%
and prospect Extent, 3, 4, 5, 6, 13, 14)
Bergen Op Zoom 124 MS 100%
Semple 155 MS 100%
Voorspoed 836 MS 100%
Alyth 837 MS 100%
Tshikunda Certain portions of Unsurveyed State Land known Limpopo~ 60%
as Mutale
Coal bed Limpopo~ 50%
Adelaide 91 MT
methane
Adieu 118 MT 50%
Alicedale 138 MT 50%
Armstice 120 MT 50%
Bergwater 697 MS 50%
Bergwater 712 MS 50%
Blackstone Edge 705 MS 50%
Bushy Rise 702 MS 50%
Chapudi 752 MS 50%
Charlotte 90 MT 50%
Chase 576 MS 50%
Cross 117 MT 50%
Doppie 95 MT 50%
Ettie 33 MT 50%
Fanie 578 MS 50%
Feskraal 85 MT 50%
Folorodwe 79 MT 50%
Fripp 645 MS 50%
Gray 189 MT 50%
Hettey 93 MT 50%
Change
in
Project Name Tenement Number Location Interest quarter
Jeannette 77 MT 50%
Joffre 584 MS 50%
Kalkbult 709 MS 50%
Laura 115 MT 50%
Lukin 643 MS 50%
Magazasand 123 MT 50%
Malapchani 659 MS 50%
Mountainview 706 MS 50%
Mount Stuart 153 MT 50%
Nakab 184 MT 50%
Naus 178 MT 50%
Neltox 92 MT 50%
Phantom 640 MS 50%
Prince’s Hill 704 MS 50%
Queensdale 707 MS 50%
Riet 182 MT 50%
Rochdale 700 MS 50%
Rynie 158 MT 50%
Salaita 188 MT 50%
Schuitdrift 179 MT 50%
Septimus 156 MT 50%
Stayt 183 MT 50%
Suzette 32 MT 50%
Tanga 648 MS 50%
Telema 190 MT 50%
Terblanche 155 MT 50%
Trevenna 119 MT 50%
The Duel 186 MT 50%
Truida 76 MT 50%
Van Deventer 641 MS 50%
Wendy 86 MT 50%
Wildgoose 577 MS 50%
Windhoek 649 MS 50%
Zisaan 31 MT 50%
Ziska 122 MT 50%
Portion of Unsurveyed state land 50%
* Form part of the Greater Soutpansberg Project
- Lapsed – Mining Right Application Lodged
-- Valid – Mining Right Application Lodged
~ Tenement located in the Republic of South Africa
^ Tenement located in Western Australia
# CoAL’s interest will reduce to 74% owned on completion of the Broad Based Economic
Empowerment transaction
Date: 28/04/2017 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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