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PET - Petmin Limited - Condensed Consolidated Interim Financial Statements for

Release Date: 02/03/2011 07:30
Code(s): PET
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PET - Petmin Limited - Condensed Consolidated Interim Financial Statements for the six months ended 31 December 2010 Petmin Limited (Incorporated in the Republic of South Africa) (Registration number 1972/001062/06) "Committed to growth, Dedicated to value" JSE code: PET AIM code: PTMN ISIN: ZAE000076014 ("Petmin" or "the Group") Condensed Consolidated Interim Financial Statements for the six months ended 31 December 2010 Achievements: Organic expansion to double production on track * Earnings maintained despite stronger rand and higher strip ratios at Somkhele. * Cash generated by operations increased by 63% to R194 million. * Cash on hand of R270 million, undrawn facilities of R65 million and interest bearing debt to equity ratio of 6.63% (30 June 2010: 7.55%). * Exploration drilling at Somkhele yielding encouraging results. * Petmin`s focused commodity and geographic diversification strategy on track. * R80 million debt facility to partly finance Second Plant at Somkhele secured at favourable interest rate. Condensed Consolidated Interim Income Statement for the six months ended 31 December 2010 Reviewed Reviewed Audited
six months six months Year ended ended ended 31 December 31 December 30 June 2010 2009 2010
R`000 R`000 R`000 Note Revenue 320 897 214 555 489 354 Cost of sales (226 606) (127 070) (310 449) Gross Profit 94 291 87 485 178 905 Operating expenses (9 687) (12 398) (14 248) Administration expenses (13 499) (11 062) (15 208) Results from operating activities 71 105 64 025 149 449 Net finance income 1 955 1 895 4 168 - Finance income 3 887 4 582 9 116 - Finance expenses (1 933) (2 687) (4 948) Profit before income tax 73 060 65 920 153 617 Income tax expense (25 785) (19 545) (45 900) Profit for the period 47 275 46 375 107 717 Basic earnings per ordinary share (cents) 6 8.19 8.28 19.09 Diluted earnings per ordinary share (cents) 6 8.14 8.17 18.97 Condensed Consolidated Interim Statement of Comprehensive Income for the six months ended 31 December 2010 Reviewed Reviewed Audited six months six months Year
ended ended ended 31 December 31 December 30 June 2010 2009 2010 R`000 R`000 R`000
Profit for the period 47 275 46 375 107 717 Other comprehensive income Foreign currency translation differences (143) - - Effective portion of changes in fair value of cash flow hedges, net of income tax - 636 636 Other comprehensive income for the period, net of income tax (143) 636 636 Total comprehensive income for the period 47 132 47 011 108 353 Condensed Consolidated Statement of Financial Position as at 31 December 2010 Reviewed Audited Reviewed as at as at as at 31 December 30 June 31 December
2010 2010 2009 R`000 R`000 R`000 ASSETS Non-current assets 1 204 372 1 131 293 1 140 819 Property, plant and equipment 705 563 631 225 639 492 Intangible assets 3 148 4 407 5 666 Investment in equity accounted investee 470 661 470 661 470 661 Investments 25 000 25 000 25 000 Current assets 410 417 465 044 347 002 Inventories 32 351 48 935 43 998 Trade and other receivables 100 940 127 118 151 964 Current tax assets 7 446 5 977 6 220 Cash and cash equivalents 269 680 283 014 144 820 Total assets 1 614 789 1 596 337 1 487 821 EQUITY AND LIABILITIES Ordinary share capital and reserves 1 243 224 1 241 421 1 170 295 Share capital 141 790 142 681 138 479 Share premium 321 523 331 337 315 854 Share option reserve 3 112 3 121 13 022 Foreign currency translation reserve (143) - - Retained earnings 776 942 764 282 702 940 Non-current liabilities 218 932 202 092 193 975 Interest bearing loans and borrowings 34 069 42 128 57 362 Deferred taxation liabilities 159 857 136 744 114 658 Environmental rehabilitation provision 25 006 23 220 21 955 Current liabilities 152 633 152 824 123 551 Trade and other payables 103 212 101 245 76 731 Current portion of non-current liabilities 48 379 51 579 46 820 Shareholders for dividend 1 042 - - Total equity and liabilities 1 614 789 1 596 337 1 487 821 Condensed Consolidated Interim Statement of Cash Flows for the six months ended 31 December 2010 Reviewed Reviewed Audited six months six months Year ended ended ended
31 December 31 December 30 June 2010 2009 2010 R`000 R`000 R`000 Cash generated by operations 71 105 64 025 149 449 Adjustments for non-cash flow items: - depreciation and amortisation 74 946 46 427 118 226 - fair value of derivatives included in payables/receivables - 636 636 - impairment charges 852 - 4 983 - notional interest 2 022 1 341 2 733 Operating cash flows before changes in working capital 148 925 112 429 276 027 Decrease in trade and other receivables 26 178 62 275 87 121 Decrease/(Increase) in inventories 16 583 (13 625) (18 562) Increase/(Decrease) in trade and other payables 1 937 (42 370) (17 886) Cash generated by/(utilised in) operations 193 623 118 709 326 700 Income tax paid (4 440) (6 082) (10 010) Finance income 3 887 4 582 9 116 Finance expenses (1 933) (2 688) (4 948) Net cash flows from operating activities 191 137 114 521 320 858 Cash flows from investing activities Rehabilitation expenditure incurred (236) (2 013) (2 140) Investment in joint venture (10 786) - - Acquisition of property, plant and equipment (137 903) (55 560) (122 825) - to expand operations (59 588) (23 649) (54 855) - to expand operations - capitalised pre-strip (71 809) (27 418) (56 725) - to maintain operations (6 506) (4 493) (11 245) Proceeds from sale of property, plant and equipment - 11 10 Net cash flows from investing activities (148 925) (57 562) (124 955) Cash flows from financing activities Proceeds from specific and general share issues for cash during the period 10 16 792 26 640 Treasury shares acquired (10 724) (12 609) (14 085) Share based payment included in expenses - - 1 454 Payment on options forfeited - - (101) Repayment of borrowings (11 259) (45 418) (53 093) Increase in borrowings - 38 000 35 200 Dividend paid (33 573) - - Net cash flows from financing activities (55 546) (3 235) (3 985) Net (decrease)/increase in cash and cash equivalents (13 334) 53 724 191 918 Cash and cash equivalents at beginning of period 283 014 91 096 91 096 Cash and cash equivalents at end of period 269 680 144 820 283 014 Condensed Consolidated Interim Statement of Changes in Equity for the six months ended 31 December 2010 Foreign
Share currency Share Share option translation capital premium reserve reserve R`000 R`000 R`000 R`000
Balance at 1 July 2009 134 686 304 745 23 741 - Shares issued during the year - Share options exercised 9 617 37 661 (20 578) - Share issue costs capitalised to share premium - (60) - - Treasury shares acquired during the year (1 804) (12 281) - - Share options forfeited during the year - - (42) - Share based payment 182 1 272 - - Effective portion of changes in fair value of cash flow hedges - - - - Profit for the year - - - - Balance at 30 June 2010 142 681 331 337 3 121 - Shares issued during the period - Share options exercised 4 15 (9) - Treasury shares acquired during the period (895) (9 829) - - Foreign currency translation differences - - - (143) Profit for the period - - - - Dividend paid - - - - Balance at 31 December 2010 141 790 321 523 3 112 (143) Hedging Retained reserve earnings Total R`000 R`000 R`000
Balance at 1 July 2009 (636) 656 565 1 119 101 Shares issued during the year - Share options exercised - - 26 700 Share issue costs capitalised to share premium - - (60) Treasury shares acquired during the year - - (14 085) Share options forfeited during the year - - (42) Share based payment - - 1 454 Effective portion of changes in fair value of cash flow hedges 636 - 636 Profit for the year - 107 717 107 717 Balance at 30 June 2010 - 764 282 1 241 421 Shares issued during the period - Share options exercised - - 10 Treasury shares acquired during the period - - (10 724) Foreign currency translation differences - - (143) Profit for the period - 47 275 47 275 Dividend paid - (34 615) (34 615) Balance at 31 December 2010 - 776 942 1 243 224 Segment reporting Segment information is presented in the condensed consolidated interim financial statements in respect of the Group`s segments. The segment reporting format reflects the Group`s management and internal reporting structure as reviewed by the chief operating decision makers. Inter-segment pricing is determined on an arm`s length basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Reportable segments The group comprises the following main reportable segments: - Silica mining and marketing ("Silica") - Anthracite mining and marketing ("Anthracite") - Iron ore mining and beneficiation ("Iron Ore") Segment Report for the six months ended 31 December 2010 Silica Reviewed Reviewed Audited
Units in Six months Six months Year thousands ended ended ended unless 31 December 31 December 30 June otherwise 2010 2009 2010
specified R`000 R`000 R`000 Saleable tonnes produced (tonnes) 647 088 607 140 1 255 559 Tonnes sold (tonnes) 622 927 547 359 1 171 355 Segment revenue 83 623 73 202 154 474 Segment revenue per tonne sold** (R/tonne) R 134.24 R 133.74 R 131.88 Segment finance (expense) /income Finance income 1 353 1 387 3 031 Finance expense (172) (96) (368) Segment profit per tonne sold** (R/tonne) R 26.86 R 40.70 R 33.05 Segment profit/(loss) before tax 16 730 22 277 38 715 Segment tax (expense) (4 685) (6 346) (11 135) Segment profit after tax 12 045 15 931 27 580 Segment capital expenditure - combined 31 106 5 379 21 614 Segment capital expenditure 31 106 5 379 21 614 Segment capital expenditure - pre-strip* - - - Segment depreciation - combined 7 358 6 038 12 433 Segment depreciation 7 358 6 038 12 433 Segment depreciation - pre-strip* - - - Segment assets 303 418 274 060 296 714 Segment liabilities 102 110 94 778 107 453 Anthracite Reviewed Reviewed Audited Units in Six months Six months Year thousands ended ended ended
unless 31 December 31 December 30 June otherwise 2010 2009 2010 specified R`000 R`000 R`000 Saleable tonnes produced (tonnes) 245 791 202 800 467 843 Tonnes sold (tonnes) 309 347 171 867 411 630 Segment revenue 237 274 141 353 334 880 Segment revenue per tonne sold** (R/tonne) R 767.02 R 822.46 R 813.55 Segment finance (expense) /income Finance income 417 1 158 1 677 Finance expense (1 596) (2 286) (4 063) Segment profit per tonne sold** (R/tonne) R 198.84 R 273.03 R 292.50 Segment profit/(loss) before tax 61 512 46 924 120 402 Segment tax (expense) (17 638) (13 199) (34 433) Segment profit after tax 43 874 33 725 85 969 Segment capital expenditure - combined 94 163 46 895 81 384 Segment capital expenditure 22 354 19 479 24 659 Segment capital expenditure - pre-strip* 71 809 27 416 56 725 Segment depreciation - combined 66 133 40 266 102 984 Segment depreciation 10 598 7 916 15 288 Segment depreciation - pre-strip* 55 535 32 350 87 696 Segment assets 717 998 701 728 690 707 Segment liabilities 386 645 467 808 407 959 Iron Ore Reviewed Reviewed Audited Units in Six months Six months Year thousands ended ended ended
unless 31 December 31 December 30 June otherwise 2010 2009 2010 specified R`000 R`000 R`000 Saleable tonnes produced (tonnes) - - - Tonnes sold (tonnes) - - - Segment revenue - - - Segment revenue per tonne sold** (R/tonne) - - - Segment finance (expense) /income Finance income - - - Finance expense - - - Segment profit per tonne sold** (R/tonne) Segment profit/(loss) before tax 729 - - Segment tax (expense) - - - Segment profit after tax 729 - - Segment capital expenditure - combined 5 - - Segment capital expenditure 5 - - Segment capital expenditure - pre-strip* - - - Segment depreciation - combined - - - Segment depreciation - - - Segment depreciation - pre-strip* - - - Segment assets 497 412 495 661 495 661 Segment liabilities 190 - - Other (corporate office) Reviewed Reviewed Audited
Units in Six months Six months Year thousands ended ended ended unless 31 December 31 December 30 June otherwise 2010 2009 2010
specified R`000 R`000 R`000 Saleable tonnes produced (tonnes) - - - Tonnes sold (tonnes) - - - Segment revenue - - - Segment revenue per tonne sold** (R/tonne) - - - Segment finance (expense) /income Finance income 2 117 2 037 4 408 Finance expense (164) (305) (517) Segment profit per tonne sold** (R/tonne) Segment profit/(loss) before tax (5 911) (3 281) (5 500) Segment tax (expense) (3 462) - (332) Segment profit after tax (9 373) (3 281) (5 832) Segment capital expenditure - combined 12 629 3 284 19 827 Segment capital expenditure 12 629 3 284 19 827 Segment capital expenditure - pre-strip* - - - Segment depreciation - combined 293 123 293 Segment depreciation 293 123 293 Segment depreciation - pre-strip* - - - Segment assets 455 074 353 080 486 516 Segment liabilities 59 485 25 356 40 473 Eliminations
Reviewed Reviewed Audited Units in Six months Six months Year thousands ended ended ended unless 31 December 31 December 30 June
otherwise 2010 2009 2010 specified R`000 R`000 R`000 Saleable tonnes produced (tonnes) - - - Tonnes sold (tonnes) - - - Segment revenue - - - Segment revenue per tonne sold** (R/tonne) - - - Segment finance (expense) /income Finance income - - - Finance expense - - - Segment profit per tonne sold** (R/tonne) Segment profit/(loss) before tax - - - Segment tax (expense) - - - Segment profit after tax - - - Segment capital expenditure - combined - - - Segment capital expenditure - - - Segment capital expenditure - pre-strip* - - - Segment depreciation - combined - - - Segment depreciation - - - Segment depreciation - pre-strip* - - - Segment assets (359 113) (336 708) (367 108) Segment liabilities (176 865) (270 416) (194 816) Consolidated Reviewed Reviewed Audited Units in Six months Six months Year
thousands ended ended ended unless 31 December 31 December 30 June otherwise 2010 2009 2010 specified R`000 R`000 R`000
Saleable tonnes produced (tonnes) 892 879 809 940 1 723 402 Tonnes sold (tonnes) 932 274 719 226 1 582 985 Segment revenue 320 897 214 555 489 354 Segment revenue per tonne sold** (R/tonne) - - - Segment finance (expense) /income Finance income 3 887 4 582 9 116 Finance expense (1 932) (2 687) (4 948) Segment profit per tonne sold** (R/tonne) Segment profit/(loss) before tax 73 060 65 920 153 617 Segment tax (expense) (25 785) (19 545) (45 900) Segment profit after tax 47 275 46 375 107 717 Segment capital expenditure -combined 137 903 55 558 122 825 Segment capital expenditure 66 094 28 142 66 100 Segment capital expenditure - pre-strip* 71 809 27 416 56 725 Segment depreciation - combined 73 784 46 427 115 710 Segment depreciation 18 249 14 077 28 014 Segment depreciation - pre-strip* 55 535 32 350 87 696 Segment assets 1 614 789 1 487 821 1 602 490 Segment liabilities 371 565 317 526 361 069 *The open pit mining profile at Somkhele requires that overburden be removed from the pit before coal may be extracted. This overburden removal is capitalised to the development cost of the open pit (so called "pre- stripping") and is then expensed on a units-of-production basis as the coal is extracted from the open pits. **Profit per tonne in the Anthracite segment was negatively affected by the strong Rand and by increased mining strip ratios (please refer to the general overview of performance). Notes to the Condensed Consolidated Interim Financial Statements for the six months ended 31 December 2010 1. Reporting entity Petmin is a company domiciled in South Africa. The condensed consolidated interim financial statements of the Group for the six months ended 31 December 2010 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group`s interests in associates and joint ventures. The condensed consolidated interim financial statements were authorised for issue by the directors on 28 February 2011. 2. Statement of compliance The condensed consolidated interim financial statements have been prepared in accordance with the recognition, measurement, presentation and disclosure requirements of IAS 34 - Interim Financial Reporting, the AC 500 Standards as published by the Accounting Practices Board and the South African Companies Act. The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated annual financial statements for the year ended 30 June 2010, which are available upon request from the company`s registered office at Parc Nouveau, Third Floor, Block C, 225 Veale Street, Brooklyn, Pretoria or at www.petmin.co.za. 3. Significant accounting policies The accounting policies have been applied consistently by the Group to all periods presented in these condensed consolidated interim financial statements and are consistent to those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2010, with the exception of the adoption of the following amendments, standards or interpretations effective for the first time for the financial year beginning on 1 July 2010. Accounting for investments in joint ventures The proportionate share of the financial results of joint ventures is consolidated into the Group`s results from acquisition date until disposal date. The Group combines its share of the joint venture`s individual income and expenses, assets and liabilities and cash flows on a line- by-line basis with similar items in the Group`s financial statements. The Group recognises the portion of gains and losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent party, except where unrealised losses provide evidence of an impairment of the asset transferred. When the end date of the reporting period of the parent is different to that of the joint venture, the joint venture prepares, for consolidation purposes, additional financial statements as of the same date as the financial statements of the parent. Any difference between the cost of acquisition and the Group`s share of the net identifiable assets, liabilities and contingent liabilities, fairly valued, is recognised and treated according to the Group`s accounting policy for goodwill. IFRS 2 Share based payment - Group cash-settled share-based payment transactions The standard has been amended to clarify the accounting for group cash-settled share-based payment transactions. This amendment also supersedes IFRIC 8 and IFRIC 11. The adoption of this amendment did not have any impact on the financial position or performance of the Group or any additional disclosure requirements. IFRIC 19 (AC 452) - Extinguishing Financial Liabilities with Equity Instruments The interpretation provides guidance on accounting for debt for equity swops. The adoption had no effect on the financial statements of the Group. A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 30 June 2010 and have not been applied in preparing these financial statements. The Group has not yet determined the potential effect of the following standards and interpretations. Standard/interpretation Effective date Revised IAS 24 (AC 126) Related Party Disclosures Annual periods commencing on or after 1 January 2011 IFRIC 14 (AC 447) Prepayments of a Minimum Annual periods commencing amendment Funding Requirement on or after 1 January 2011 IFRS 9 (AC 146) Financial Instruments Annual periods commencing on or after 1 January 2013 Functional and presentation currency: The condensed consolidated interim financial statements are presented in Rands, which is the Company`s functional currency. All financial information presented in Rands has been rounded to the nearest thousand. 4. Estimates and judgements The preparation of the condensed consolidated interim financial statements in conformity with IAS 34 - Interim Financial Reporting requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The significant judgements made by management in applying the Group`s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended 30 June 2010. 5. Review of results The results of the Group as set out above have been reviewed by the Group`s auditors, KPMG Inc. The unqualified review report is available for inspection at the Group`s registered offices. 6. Earnings per share Earnings per share ("EPS") are based on the Group`s profit for the year, divided by the weighted average number of shares in issue during the year. Reviewed Six months ended 31 December 2010 Profit for Number of Earnings
the period shares in per share R`000 thousands in cents Basic earnings per share 47 275 576 908 8.19 Share options - 3 559 (0.05) Diluted EPS 47 275 580 467 8.14 Headline earnings per share Headline earnings per share is based on the Group`s headline earnings divided by the weighted average number of shares in issue during the year. Reconciliation between earnings and headline earnings per share Basic EPS 47 275 576 908 8.19 Adjustments: Headline EPS 47 275 576 908 8.19 Share options - 3 559 (0.05) Diluted headline EPS 47 275 580 467 8.14 Reviewed Six months ended 31 December 2009 Profit for Number of Earnings
the period shares in per share R`000 thousands in cents Basic earnings per share 46 375 560 285 8.28 Share options - 7 424 (0.11) Diluted EPS 46 375 567 709 8.17 Headline earnings per share Headline earnings per share is based on the Group`s headline earnings divided by the weighted average number of shares in issue during the year. Reconciliation between earnings and headline earnings per share Basic EPS 46 375 560 285 8.28 Adjustments: Headline EPS 46 375 560 285 8.28 Share options - 7 424 (0.11) Diluted headline EPS 46 375 567 709 8.17 Audited Year ended 30 June 2010 Profit for Number of Earnings
the year shares in per share R`000 thousands in cents Basic earnings per share 107 717 564 135 19.09 Share options - 3 559 (0.12) Diluted EPS 107 717 567 694 18.97 Headline earnings per share Headline earnings per share is based on the Group`s headline earnings divided by the weighted average number of shares in issue during the year. Reconciliation between earnings and headline earnings per share Basic EPS 107 717 564 135 19.09 Adjustments: Headline EPS 107 717 564 135 19.09 Share options - 3 559 (0.12) Diluted headline EPS 107 717 567 694 18.97 7. Investment in Joint Venture During the period under review, Petmin acquired a 5% interest in an exploration company in Canada ("Exploration Co.") for an amount of US$1.5 million. Exploration Co. is jointly controlled by Petmin and its Canadian partners from inception. In terms of the transaction Petmin has the option to acquire a maximum of 40% of Exploration Co. for a total investment of USD25 million, exercisable at its sole discretion. The investment is made on the condition of a properly certified SAMREC Code and CIM Standards compliant resource statement that defines a Measured Resource of magnetite for 20 years, based on the production of 500,000 tons of pig iron per annum. Petmin will, once it is a 40% shareholder, have a further option to acquire an additional 9,9% (taking Petmin to 49.9%) at Petmin`s discretion, at a value to be determined in terms of a NI 43-101 compliant report. 8. Related parties Dark Capital (Pty) Limited ("Dark Capital") Petmin`s anchor black economic empowerment shareholder is a material shareholder in Petmin and is therefore a related party as defined by Section 10 of the JSE Listings Requirements. 8.1 Loan to and transactions with Dark Capital Other than as previously disclosed in the annual financial statements for the year ended 30 June 2010, there have been no further related party transactions with Dark Capital. 8.2 Executive remuneration and share option scheme As previously announced, at the AGM held on 13 December 2010, shareholders approved the terms of the new Executive Share Option Scheme, the Executive Incentive Scheme and the subscription for 5.4 million shares at R2.84 per share to Ian Cockerill. For more information on these items, please refer to Annexure 1 in the Petmin Limited Annual Financial Statements for the year ended 30 June 2010. As per previous years, P Nel has been paid consulting fees for advisory services to the Group. 8.3 Other transactions with related parties No other related party transactions were entered into. 9. Subsequent events 9.1 Investment in Iron Bird Resources Inc. As previously announced, on 24 January 2011, Petmin entered into an agreement with Hummingbird Resources Plc (Hummingbird; AIM: HUM) and Hummingbird`s wholly owned subsidiary, Iron Bird Resources Inc (Iron Bird), relating to Hummingbird`s Mount Ginka licence for the exploration of iron ore in Liberia. For more information on this investment. please refer to the press release. 9.2 Mining right conversion over Somkhele Areas 2 and 3 approved On 1 February 2011, the Department of Mineral Resources confirmed that Tendele Coal Mining`s application for the conversion of an old order right over its Areas 2 and 3 at its Somkhele Anthracite Mine has been successful ("Successful Conversion"). Petmin previously secured a new order mining right over Area 1 which, together with the Successful Conversion now paves the way for an application for a new order mining right over additional resources adjacent to Area 2 included in an expanded mining right. These resources will provide additional high quality anthracite in close proximity to the expanding coal wash plant complex. 9.3 Change in directors In line with the recommendations of King III, and to assist Petmin in its global expansion strategy, Petmin has commenced the process of sourcing suitably qualified independent non-executive directors. Petmin is pleased to announce the appointment of two experienced independent non-executive directors, Ms Koosum Kalyan and Mr Millard Arnold with effect from 1 March 2011. Ms Kalyan (54) is chairman of EdgoMerap (Pty) Ltd in London and holds amongst others, the following directorships: Standard Bank Group and the MTN Group. From 2000 to 2008, Ms Kalyan was Senior Business Development Manager: African Exploration Oil and Gas of Shell International Exploration. Ms Kalyan holds a B.Com (Hons) in Economics and completed the Senior Executive Management Programme at the London Business School. Mr Arnold (64), who holds a Jurist Doctorate from the University of Notre Dame in Indiana, has practiced law and was Professor of Law at Touro Law School in New York. Mr Arnold is a senior Fellow of the Gordon Institute of Business Science and a member of the Council of the University of South Africa and member of the University of South Africa Foundation. He was previously Excutive Chairman of Black and Veatch Africa and served the government of the United States as its first Minister Counsellor of Commercial Affairs for the South Africa region. In order to enhance risk management processes and in line with the recommendations of the King III report, Petmin has established a Technical Advisory Committee. The committee is tasked with providing Petmin with independent technical advisory and operational audit services. Mr Nel has taken up the position as chairman of Petmin`s Technical Advisory Committee and has announced his resignation as a director of Petmin with effect from 28 February 2011. Petmin is pleased to retain Piet`s invaluable knowledge and experience via this advisory body. Petmin extends its thanks to Piet, who guided Petmin through its formative years. Mr Johan Strijdom has indicated that it is his intention to offer his resignation as a director of Petmin Limited at the next Annual General Meeting of the company, Mr Strijdom remains a significant shareholder of Petmin. 9.4 Other There have been no other events that have occurred subsequent to 31 December 2010 which require adjustment of, or disclosure in the financial statements or notes thereto in accordance with IAS 10 - Events After the Reporting Date. (i) General Overview of Performance Earnings have been maintained, despite a stronger rand and as previously indicated, higher strip ratios at Somkhele. The Group`s conservative marketing and sales strategy of locking in long term supply agreements and protecting the balance sheet, as implemented prior to the "Financial Crisis" of 2008 and 2009, assisted Petmin to survive and thrive during difficult times. During these difficult times Petmin continued to grow earnings and remained cash positive with virtually no gearing. However, as result of this policy to protect earnings and to ensure visibility of cash flows and earnings, Petmin has been unable to benefit from the substantial increase in local demand for anthracite (as a coke replacement), export demand in the iron-ore sintering market and a resultant material increase in price. Tonnes sold by the Group increased by 30%, resulting in revenue of R321 million for the six months ended 31 December 2010 (2009: R215 million), an increase of 49% despite the negative impact on revenues from a stronger Rand/Dollar exchange rate. The weighted average Rand/Dollar for the six months ended 31 December 2010 of R6.79/$1.00 (2009: R7.44/$1.00) had a R11 million negative impact on revenue at Somkhele and a negative impact on earnings per share of 1.37 cents. Consolidated Profit before tax was R73 million (2009: R66 million), an increase of 11%, while profit after tax only increased by 2% as secondary tax on companies of R3.5 million was paid on the inaugural dividend declared in the six months ended 31 December 2010 (2009: Nil). Gross profit margin reduced to 29% (2009: 41%) as a result of the stronger rand and as mining commenced in the deeper reserves in Area 1 at Somkhele. Operations remained strongly cash generative with cash of R194 million (2009: R119 million) being generated by operations after inflows from changes in working capital of R45 million (2009: R6 million). Capital expenditure of R138 million (2009: R56 million) was incurred in the six months to 31 December 2010, of which R72 million spent on pre-stripping of the open pits at Somkhele in anticipation of doubling production by the first quarter of 2012 in order to feed the Second Plant. R60 million was spent to expand operations (2009: R24 million) and R7 million to maintain operations (2009: R5 million). The ratio of interest bearing debt to equity at 31 December 2010 was 6.63% (30 June 2010: 7.55%). Anthracite Division Somkhele anthracite mine In the six months to 31 December 2010, production increased by 21% to 245,791 tonnes (2009: 202,800 tonnes) and tonnes sold increased by 80% to 309,347 tonnes (2009: 171,867 tonnes). Additional tonnes were bought-in from third party producers to supplement export cargoes as finished product stockpiles were depleted. Gross profit margins of 30% were achieved in the anthracite division during the six months ended 31 December 2010 (2009: 42%). The reduction in margins was as a result of the stronger Rand against the Dollar and due to mining commencing in the deeper reserves situated in Area 1. 85 exploration and evaluation holes amounting to 8,893 metres were drilled in the six months to 31 December 2010. The drilling has been focused on Somkhele`s Areas 4 and 5. Drill results have been positive and management is confident that the drill programme will yield significant additional resources to increase the life of mine at Somkhele to approximately 40 years at double the current production rates. Capital expenditure (excluding pre-stripping of the open-pits) for the six months ended 31 December 2010 was R22 million (2009: R20 million). The expenditure on mining pre-strip of R72 million (2009: R27 million) is reflective of the additional pre-stripping required as mining commenced in Area 1. Silica Division SamQuarz silica mine SamQuarz produced 647,088 tonnes (2009: 607,140 tonnes) of silica and chert in the six months ended 31 December 2010. Sales volumes increased by 14% to 622,927 tonnes (2009: 547,359 tonnes). Net profit margin reduced 34% to 20% (2009: 30%) due to "margin squeeze" as the average selling price per tonne increased by only 0.37% to R134.24 per tonne (2009: R133.74 per tonne). Cost of production, including depreciation but before interest and tax, increased by 14.8% due to difficult mining conditions and lack of pit-room. Management is negotiating revised off-take agreements where appropriate and has initiated a plant and pit improvement programme. A 40 year life of mine mine plan has been finalized. The pit improvement programme has resulted in the decision to relocate the admin buildings and to mine previously sterilised glass-grade silica reserves close to surface. The office move is expected to be completed before 30 June 2011. Capital expenditure totalling R31 million (2009: R5 million) was incurred in the six months ended 31 December 2010 and was focused on mine development and processing plant upgrades. (ii) Iron Ore Division Veremo Petmin is a 25 percent shareholder in Veremo Holdings (Pty) Limited and 75 percent is ultimately controlled by Kermas Limited ("Kermas"). Veremo is the owner of the Stoffberg magnetite project containing iron ore and titanium ("the Project"). During the period under review, Veremo submitted an application for a mining licence and the application has been accepted by the DMR. Significant progress has been made on the pre-feasibility study commissioned by Kermas and the report is expected to be completed by mid-2011. Exploration Co. - Canada In the period to 31 December 2010, Petmin, together with its joint venture partners, approved an exploration programme with the aim of defining a 40-year inferred magnetite resource based on the production of 500,000 tonnes of pig- iron per annum. Mount Ginka In terms of the Mount Ginka Project the first phase of the exploration program has been approved which is focused on demonstrating whether a commercially saleable magnetite concentrate can be produced. (iii) Prospects Anthracite division Existing business Current production and sales levels are expected to be maintained for calendar 2011. Market conditions are expected to remain favourable and all production for the balance of the year has been committed. The local anthracite market is buoyant, shored up by increased demand from the ferrochrome producers. In line with our medium term view of the steel sector, we see this demand trend continuing for the balance of the 2011 financial year and into 2012. In addition to steel growth, two other key factors support this demand trend; namely the increase in the intensity of use of quality, low-sulphur anthracite as a reductant of choice for the ferrochrome producers and their need to secure long term reliable supply for this expansion. On the export market, the trend is similar with prices moving to pre-2009 levels. We are currently contracted at $119 FOB on a take-or-pay agreement for 200,000 tonnes per annum until 2013. Demand from South America remains solid and we are also seeing demand for sized export cargoes to Europe and India. We will however only be in a position to benefit from this demand once our Second Plant is in production. Expansion Our focus during the 2011 calendar year will be on mine development to ensure that there is adequate pit-room to supply the quantity of anthracite that will be required to feed the new and existing coal wash plants, and the acceleration of the exploration programme with the intention to double our reserves in order to secure a "40 year life of mine" at double current production rates. The doubling of volume as a result of the commissioning of the Second Plant in quarter 1, 2012, will significantly reduce the unit cost and will have a material impact on earnings. Long lead items for the second coal wash plant have been procured and management are confident that the wash plant will be commissioned by the end of the first quarter of 2012. Management have received a term sheet from financiers for an asset based loan of R80 million to Tendele Coal Mining (Pty) Ltd. The loan will have a fixed interest rate of 6.3% until 1 April 2015, where-after the interest rate will be 0.7% below prime. The loan will be used to part finance the construction of the second wash plant. The exploration drilling programme and reserve and resource verification process are progressing well and management expects to report on updated reserves and resources in the latter part of calendar 2011. Initial drill results in targets identified in Areas 4 and 5 at Somkhele have been positive with good coal intersections being reported. In terms of the expanded production profile, post-commissioning of the second plant, negotiations are underway to ensure we lock up some 65% to 70% of our sales on price/volume related medium term contracts (3 years), the balance will be used to feed the spot market demand from 2012 onwards. Silica division In the six months to 30 June 2011, we anticipate a small improvement in profit margins at SamQuarz as production and sales tonnages increase and the average selling price increases slightly. Demand from both the glass making and metallurgical sectors is expected to remain steady for the balance of the year. Capital expenditure is expected to be maintained at the rate of spend incurred in the six months ended 31 December 2010, with the main expenditure being focused on mining development and the movement of the office block. Iron ore projects division With the injection of funds from Petmin`s investment in Exploration Co. and the Mt. Ginka project, the project teams on the ground will continue with their respective exploration and resource evaluation programmes. It is anticipated that the initial exploration results of Exploration Co. will be available and will be published towards the second half of the 2011 calendar year. At Veremo, a pre-feasibility study is in the process of being finalised and the initial indications are positive. The project has applied for a mining licence and awaits final adjudication from the DMR. (iv) General With the operations at full production and an anticipated strong Rand, Petmin expects a similar operational and financial performance for the six months ending 30 June 2011. With organic expansion at Somkhele on track to double the plant capacity and double the Life of Mine, and an exciting pipeline of prospective iron ore projects in place, Petmin remains well positioned for growth with low gearing and significant cash resources. Petmin will continue to actively evaluate new opportunities which meet its stated highly focused commodity and geographic diversification growth strategy in order to maximize shareholder wealth in the short to medium term. More details on Petmin can be found on our website www.petmin.co.za. By order of the Board I D Cockerill J C du Preez Executive Chairman Chief Executive Officer Pretoria 2 March 2011 Sponsor River Group Directors: I Cockerill# (Executive Chairman) L Mogotsi (Deputy Chairman) J du Preez (Chief Executive Officer) B Doig (Chief Operating Officer) B Tanner (Financial Director) M Arnold*+ E de V Greyling* K Kalyan* A Martin* P Nel* J Strijdom* J Taylor* *Non-executive #British +American Resigned 28 February 2011 Registered office: Parc Nouveau Third Floor Block C 225 Veale Street Brooklyn Pretoria 0002 (PO Box 899 Groenkloof 0027) Corporate office: 37 Peter Place Bryanston 2021 Tel: (011) 706 1644 Fax: (011) 706 1594 Website: www.petmin.co.za
Secretary and sponsor - JSE: River Group Nominated adviser - AIM: Numis Securities Limited Tel: +44 (0) 207 260 1000 Transfer secretaries: JSE: Computershare Investor Services (Proprietary) Limited AIM: Computershare Investor Services PLC
Auditors: KPMG Inc. Date: 02/03/2011 07:30:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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