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ANQ - Anooraq Resources Corporation - Restated and amended condensed

Release Date: 30/03/2012 15:04
Code(s): ARQ
Wrap Text

ANQ - Anooraq Resources Corporation - Restated and amended condensed consolidated interim financial statements three months ended 31 March 2011 Anooraq Resources Corporation (Incorporated in British Columbia, Canada) (Registration number 10022-2033) TSXV/JSE share code: ARQ AMEX share code: ANO ISIN: CA03633E1088 ("Anooraq" or the "Company" or, together with its subsidiaries, the "Group") RESTATED AND AMENDED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS THREE MONTHS ENDED 31 MARCH 2011 Anooraq announces restated and amended condensed consolidated financial results for the three months ended 31 March 2011, as approved by the Board of Directors on 30 March 2012. This announcement should be read with the Company`s Management Discussion & Analysis, available at www.anooraqresources.com and filed on www.sedar.com. These financial statements have not been reviewed by the Company`s auditors Restated and Amended Condensed Consolidated Interim Statements of Financial Position As at 31 March 2011 (Unaudited - Expressed in Canadian Dollars, unless otherwise stated) Audited Note 31 March 2011 31 December 2010
Assets (Restated Note 11) Non-current assets Property, plant and equipment 4 927,539,804 984,906,533 Capital work-in-progress 5 15,799,588 10,311,973 Intangible assets 6 2,844,078 3,280,056 Mineral property interests 13,319,560 13,716,383 Goodwill 12,539,753 13,185,952 Platinum producers` environmental 2,741,796 2,862,075 trust Other non-current assets 343,535 348,076 Total non-current assets 975,128,114 1,028,611,048 Current assets Inventories 1,091,824 - Trade and other receivables 22,187,527 36,190,110 Current tax receivable 155,244 163,244 Cash and cash equivalents 22,791,239 25,764,590 Restricted cash 1,308,623 1,377,263 Total current assets 47,534,457 63,495,207 Total assets 1,022,662,571 1,092,106,255 Equity and Liabilities Equity Share capital 71,967,083 71,852,588 Treasury shares (4,991,726) (4,991,726) Convertible preference shares 162,910,000 162,910,000 Foreign currency translation reserve (9,172,007) (5,197,843) Hedging reserve (2,296,909) (4,124,155) Share-based payment reserve 22,967,793 22,032,571 Accumulated loss (182,163,874) (163,519,502) Total equity attributable to equity 59,220,360 78,961,933 holders of the Group Non-controlling interest 22,547,215 42,404,014 Total equity 81,767,575 121,365,947 Liabilities Non-current liabilities Loans and borrowings 7 712,892,706 622,534,699 Deferred taxation 190,321,641 208,805,557 Provisions 7,946,656 8,184,494 Derivative liability 3,077,556 4,969,563 Total non-current liabilities 914,238,559 844,494,313 Current liabilities Trade and other payables 25,731,943 31,844,332 Short-term portion of loans and 924,494 94,401,663 borrowings Total current liabilities 26,656,437 126,245,995 Total liabilities 940,894,996 970,740,308 Total equity and liabilities 1,022,662,571 1,092,106,255 Restated and Amended Condensed Consolidated Interim Statements of Comprehensive Loss For the period ended 31 March 2011 (Unaudited - Expressed in Canadian Dollars) Note Three months ended 31
March 2011 2010 (Restated Note 11)
Revenue 30,698,228 32,206,103 Cost of sales (47,551,555) (35,632,148) Gross loss (16,853,327) (3,426,045) Administrative expenses (4,305,118) (2,671,638) Other income 50,291 85,423 Operating loss (21,108,154) (6,012,260) Finance income 194,168 299,937 Finance expense (23,252,623) (10,260,006) Net finance expense (23,058,455) (9,960,069) Loss before income tax (44,166,609) (15,972,329) Income tax 8,090,176 2,781,305 Loss for the period (36,076,433) (13,191,024) Other comprehensive income/(loss) Foreign currency translation (6,153,981) (4,643,329) differences for foreign operations Effective portion of changes in fair 1,593,447 (1,491,526) value of cash flow hedges Other comprehensive income/(loss) for (4,560,534) (6,134,855) the period, net of income tax Total comprehensive (loss) for the (40,636,967) (19,325,879) period Loss attributable to: Owners of the Company (18,644,372) (6,997,907) Non-controlling interest (17,432,061) (6,193,117) Loss for the period (36,076,433) (13,191,024)
Total comprehensive loss attributable to: Owners of the Company (20,780,168) (11,223,842) Non-controlling interest (19,856,799) (8,102,037) Total comprehensive loss for the (40,636,967) (19,325,879) period Earnings per share Basic and diluted loss per share (0.04) (0.02) Restated and Amended Condensed Consolidated Interim Statement of Changes in Equity For the period ended 31 March 2011 (Unaudited - Expressed in Canadian Dollars) Attributable to equity holders of the Company Share Capital Treasury Convertible Shares preference shares
For the period ended 31 March 2010 Balance at 1 January 71,713,114 (4,991,726) 162,910,000 2010 Total comprehensive income/(loss) for the period Loss for the period - - - Other comprehensive income/(loss) Foreign currency - - - translation differences Effective portion of - - - changes in fair value of cash flow hedges, net of tax Total other - - - comprehensive income/(loss) Total comprehensive - - - income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Share-based payment 63,400 - - transactions Total contributions by 63,400 - - and distributions to owners Balance at 31 March 2010 71,776,514 (4,991,726) 162,910,000 For the period ended 31 March 2011 Balance at 1 January 71,852,588 (4,991,726) 162,910,000 2011 Total comprehensive income/(loss) for the period Loss for the period - - - Other comprehensive income/(loss) Foreign currency - - - translation differences Effective portion of - - - changes in fair value of cash flow hedges, net of tax Total other - - - comprehensive income/(loss) Total comprehensive - - - income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Common shares issued 114,495 - - Share-based payment - - - transactions Total contributions by 114,495 - - and distributions to owners Balance at 31 March 2010 71,967,083 (4,991,726) 162,910,000 Restated and Amended Condensed Consolidated Interim Statement of Changes in Equity For the period ended 31 March 2011 (Continued) (Unaudited - Expressed in Canadian Dollars) Attributable to equity holders of the Company Foreign Share-based Hedging currency payment reserve translation reserve
reserve (Restated (Restated Note Note 11) 11) For the period ended 31 March 2010 Balance at 1 January (9,390,899) 19,770,786 (731,293) 2010 Total comprehensive income/(loss) for the period Loss for the period - - - Other comprehensive income/(loss) Foreign currency (2,751,428) - 17,019 translation differences Effective portion of - - (1,491,526) changes in fair value of cash flow hedges, net of tax Total other (2,751,428) - (1,474,507) comprehensive income/(loss) Total comprehensive (2,751,428) - (1,474,507) income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Share-based payment - 472,540 - transactions Total contributions by - 472,540 - and distributions to owners Balance at 31 March 2010 (12,142,327) 20,243,326 (2,205,800) For the period ended 31 March 2011 Balance at 1 January (5,197,843) 22,032,571 (4,124,155) 2011 Total comprehensive income/(loss) for the period Loss for the period - - - Other comprehensive income/(loss) Foreign currency (3,974,164) 11,122 233,799 translation differences Effective portion of - - 1,593,447 changes in fair value of cash flow hedges, net of tax Total other (3,974,164) 11,122 1,827,246 comprehensive income/(loss) Total comprehensive (3,974,164) 11,122 1,827,246 income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Common shares issued - (51,495) - Share-based payment - 975,595 - transactions Total contributions by - 924,100 - and distributions to owners Balance at 31 March 2010 (9,172,007) 22,967,793 (2,296,909) Restated and Amended Condensed Consolidated Interim Statement of Changes in Equity For the period ended 31 March 2011 (Continued) (Unaudited - Expressed in Canadian Dollars) Attributable to equity holders of the Company
Accumulated Total Non- Total loss controlling interest (Restated (Restated (Restated (Restated
Note 11) Note 11) Note 11) Note 11) For the period ended 31 March 2010 Balance at 1 (111,798,092) 127,481,890 82,025,730 209,507,620 January 2010 Total comprehensive income/(loss) for the period Loss for the (6,997,907) (6,997,907) (6,193,117) (13,191,024) period Other comprehensive income/(loss) Foreign - (2,734,409) (1,908,920) (4,643,329) currency translation differences Effective - (1,491,526) - (1,491,526) portion of changes in fair value of cash flow hedges, net of tax Total other - (4,225,935) (1,908,920) (6,134,855) comprehensive income/(loss) Total (6,997,907) (11,223,842) (8,102,037) (19,325,879) comprehensive income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Share-based - 535,940 - 535,940 payment transactions Total - 535,940 - 535,940 contributions by and distributions to owners Balance at 31 (118,795,999) 116,793,988 73,923,693 190,717,681 March 2010 For the period ended 31 March 2011 Balance at 1 (163,519,502) 78,961,933 42,404,014 121,365,947 January 2011 Total comprehensive income/(loss) for the period Loss for the (18,644,372) (18,644,372) (17,432,061) (36,076,433) period Other comprehensive income/(loss) Foreign - (3,729,243) (2,424,738) (6,153,981) currency translation differences Effective - 1,593,447 - 1,593,447 portion of changes in fair value of cash flow hedges, net of tax Total other - (2,135,796) (2,424,738) (4,560,534) comprehensive income/(loss) Total (18,644,372) (20,780,168) (19,856,799) (40,636,967) comprehensive income/(loss) for the period Transactions with owners, recorded directly in equity Contributions by and distributions to owners Common shares - 63,000 - 63,000 issued Share-based - 975,595 - 975,595 payment transactions Total - 1,038,595 - 1,038,595 contributions by and distributions to owners Balance at 31 (182,163,874) 59,220,360 22,547,215 81,767,575 March 2010 Condensed Consolidated Interim Statements of Cash Flows For the period ended 31 March 2011 (Unaudited - Expressed in Canadian Dollars) Note Three months ended 31 March 2011 2010 Cash flows from operating activities Cash utilised by operations 8 (1,793,405) (3,512,684) Interest received 144,881 260,250 Interest paid (525,310) (12,858) Taxation paid - (299,394) Cash utilised by operating (2,173,834) (3,564,686) activities Cash flows from investing activities Additions to property, plant and (1,240,460) - equipment Additions to capital work-in- (6,534,092) (4,234,881) progress Cash utilised from investing (7,774,552) (4,234,881) activities Cash flows from financing activities Borrowings raised - OCSF 8,259,203 5,504,485 Common shares issued 63,000 25,800 Cash generated from financing 8,322,203 5,530,285 activities Effect of foreign currency (1,347,168) (645,748) translation Net decrease in cash and cash (2,973,351) (2,915,030) equivalents Cash and cash equivalents, 25,764,590 30,947,511 beginning of period Cash and cash equivalents, end of 22,791,239 28,032,481 period Notes to the Condensed Consolidated Interim Financial Statements For the period ended 31 March 2011 (Unaudited - Expressed in Canadian Dollars) 1. REPORTING ENTITY Anooraq Resources Corporation (the "Company" or "Anooraq") is incorporated in the Province of British Columbia, Canada. The condensed consolidated interim financial statements of the Company as at and for the three months ended 31 March 2011 comprise the Company and its subsidiaries (together referred to as the "Group" and individually as "Group entities") and the Group`s interests in associates and jointly controlled entities. 2. STATEMENT OF COMPLIANCE These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2010. The consolidated financial statements of the Group as at and for the year ended 31 December 2010 are available upon request from the Company`s registered office at 82 Grayston Drive, Sandton, South Africa or at www.sedar.com. 3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2010, except for the following standards and interpretations adopted in the current financial year: - IAS 24 (revised), Related Party Disclosures - IFRIC 19, Extinguishing Financial liabilities with Equity instruments - Amendments to IFRS 2, Share-based payments: vesting conditions and cancellations - Amendments to IAS 32 Financial Instruments: Presentation - Classification of Rights Issues - Various improvements to IFRS 2010 There was no significant impact on these condensed consolidated interim financial statements as a result of adopting these standards and interpretations. Standards and interpretations issued but not yet effective and applicable to the Group: - IFRS 9, Financial Instruments 4. PROPERTY, PLANT AND EQUIPMENT (RESTATED NOTE 11) Three months Year ended ended 31 31 December March 2011 2010
Summary Cost Balance at beginning of period 1,032,647,854 707,131,018 Additions 1,240,460 494,095 Transferred from capital work-in-progress 1,085,240 260,839,548 Disposals - (544,766) Adjustment to rehabilitation assets - 144,952 Effect of translation (50,560,332) 64,583,007 Balance at end of period 984,413,222 1,032,647,854 Accumulated depreciation Balance beginning of period 47,741,321 13,737,282 Depreciation for the period 11,248,056 31,397,522 Disposals - (499,587) Effect of translation (2,115,959) 3,106,104 Balance at end of period 56,873,418 47,741,321 Carrying value (#) 984,906,533 927,539,804 (#) Refer to note 11 regarding the restatement of the three months ended results. 5. CAPITAL WORK-IN-PROGRESS Capital work-in-progress consists of mine development and infrastructure costs relating to the Bokoni mine and will be transferred to property, plant and equipment when the relevant projects are commissioned. Three Year ended 31
months December ended 31 March 2011 2010
Balance at beginning of period 10,311,973 235,838,915 Additions 6,534,092 28,193,472 Transfer to property, plant and equipment (1,085,240) (260,839,548) Capitalisation of borrowing costs 427,263 8,271,379 Impairment - (345,123) Effect of translation (388,500) (807,122) Balance at end of period 15,799,588 10,311,973 Capital work-in-progress is funded through cash generated from operations and available loan facilities. 6. INTANGIBLE ASSETS Cost Balance at beginning of period 3,473,000 - Additions - 3,328,100 Effect of translation (170,200) 144,900 Balance at end of period 3,302,800 3,473,000 Accumulated amortisation and impairment losses Balance beginning of period 192,944 - Amortisation for the period 269,867 180,039 Effect of translation (4,089) 12,905 Balance at end of period 458,722 192,944 Carrying value 2,844,078 3,280,056 7. LOANS AND BORROWINGS (RESTATED NOTE 11) 31 March 31 December
2011 2010 Senior Term Loan Facility 91,916,854 93,412,907 Capitalised transaction costs (4,024,976) (4,251,970) Redeemable "A" preference shares (related 410,735,938 418,050,018 party) Rustenburg Platinum Mines - Funding loans 87,940,570 89,370,192 (related party) Rustenburg Platinum Mines - OCSF (related 118,566,234 111,208,925 party) Rustenburg Platinum Mines - Interest free 4,151,626 4,365,567 loan (related party) Rustenburg Platinum Mines - commitment fees 1,198,303 1,122,854 (related party) Other 3,332,651 3,657,869 713,817,200 716,936,362 Short-term portion Senior Term Loan Facility - (93,412,907) Other (924,494) (988,756) (924,494) (94,401,663) Non-current liabilities (#) 622,534,699 712,892,706 The carrying value of the Group`s loans and borrowings changed during the year as follows: Three months Year ended
ended 31 31 December March 2011 2010 Balance at beginning of the year 716,936,362 555,509,417 Rustenburg Platinum Mine - OCSF 8,259,203 39,043,300 Rustenburg Platinum Mine - Interest - 599,442 free loan Loans repaid (246,930) (590,537) Commitment fee capitalised (127,941) (640,086) Finance expenses accrued 23,366,497 74,436,897 Amortisation of loan costs 18,256 631,929 Commitment fee liability 127,941 640,086 Interest rate swap adjustment (10,622) (354,093) Other - 3,328,100 Effect of translation (34,505,566) 44,331,907 Balance at end of the period 713,817,200 716,936,362 Short-term portion Senior Term Loan Facility - (93,412,907) Other (924,494) (988,756) (924,494) (94,401,663)
Non-current portion (#) 622,534,699 712,892,706 Due to the waiver of the covenants on the Senior Term Loan Facility ay 31 December 2010, there is no breach applicable to the loan at 31 March 2011 and as a result, the loan is classified as non-current. Refer note 10 for details regarding the refinancing of the Group`s loans and borrowings subsequent to 31 March 2011. (#) Refer to note 11 regarding the restatement of the three months ended results. 8. CASH USED BY OPERATIONS (RESTATED NOTE 11) Three months ended 31 March 2011 2010
Loss before income tax (#) (44,166,609) (15,972,329) Adjustments for: Finance expense (#) 23,252,623 10,260,006 Finance income (194,168) (299,937) Items not involving cash: Depreciation and amortization (#) 11,517,923 6,057,518 Equity settled share-based (#) 975,595 510,140 compensation Derivative gain (33,498) (99,581) Cash utilised before working capital (8,648,134) 455,817 changes Working capital changes Decrease in trade and other 12,015,638 1,057,186 receivables Decrease in trade and other payables (4,090,374) (3,946,500) Increase in inventories (1,070,535) (1,079,187) Cash utilised by operations (1,793,405) (3,512,684) (#) Refer to note 11 regarding the restatement of the three months ended results. 9. SEGMENT INFORMATION (RESTATED NOTE 11) The Group has two reportable segments as described below. These segments are managed separately based on the nature of operations. For each of the segments, the Group`s CEO reviews internal management reports monthly. The following summary describes the operations in each of the Group`s reportable segments: Bokoni Mine - Mining of PGM`s. Projects - Mining exploration in Boikgantsho, Kwanda, and Ga-Phasha exploration projects. The majority of operations and functions are performed in South Africa. An insignificant portion of administrative functions are performed in the Company`s country of domicile.
31 March 2011 Bokoni Mine Projects Total Note EBITDA (8,456,696) (284,576) (8,741,272) (i) Total 1,027,040,599 11,016,290 1,038,056,889 (ii) Assets 31 March 2010 Bokoni Mine Projects Total Note EBITDA 813,331 (19,135) 794,196 (i) Total 994,113,957 11,664,703 1,005,778,660 (ii) Assets (i)EBITDA EBITDA for reportable (8,741,272) 794,196 segments Net finance expense (23,058,455) (9,960,069) Depreciation and (11,517,923) (6,057,518) amortisation Corporate and consolidation (848,959) (748,938) adjustments Consolidated loss before (#) (44,166,609) (15,972,329) income tax (ii)Total assets Assets for reportable 1,038,056,889 1,005,778,660 segments Corporate and consolidation (15,394,318) (10,205,730) adjustments Consolidated assets (#) 1,022,662,571 995,572,930 (#) Refer to note 11 regarding the restatement of the three months ended results. 10. SUBSEQUENT EVENTS Senior Term Loan Facility Subsequent to 31 March 2011, the Senior Term Loan Facility lenders (Standard Chartered Bank and FirstRand Bank acting through its division, Rand Merchant Bank ("RMB")), have agreed with Plateau Resources (Proprietary) Limited and Anglo Platinum Limited ("Anglo"), for Anglo`s subsidiary, Rustenburg Platinum Mines Limited ("RPM") to acquire the outstanding amounts from the Senior lenders in full on 28 April 2011, as Anglo has indicated that it will be willing to provide funding on more flexible terms and conditions and with more acceptable pricing going forward. The outstanding amount acquired by RPM is $96.1 million (ZAR 669 million) including the interest rate swap of $3.7 million (ZAR 25.7 million). The restated and amended condensed consolidated interim financial statements for the respective periods ended 30 June 2011 and 30 September 2011 as well as the audited annual financial statements for the year ended 31 December 2011 were approved on the same date as these restated and amended condensed consolidated interim financial statements. The audited annual financial statements for the year ended 31 December 2011 should be referred to for a better understanding of the financial position of the company. 11. RESTATEMENT OF CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 MARCH 2011 Subsequent to the 13 May 2011 issuance of the unaudited interim condensed consolidated financial statements for the three months ended 31 March 2011, on 30 March 2012 the Company announced that during its 2011 financial year- end closing procedures management had identified certain non material adjustments which had led to the understatement of its loss for the three months ended 31 March 2011. As a result, the following adjustments were identified that affected the Company`s reported results for the three month period ended 31 March 2011. The Company determined that depreciation on property, plant and equipment was incorrectly calculated as a portion of inferred resources relating to a UG2 ramp up project at Bokoni, which was subsequently suspended, was inadvertently included in the units of production calculation. Consequently, adjustments to increase cost of sales were recorded. Refer to table below for actual adjusted amount. In addition, the Company determined that based on a correct interpretation of the Bokoni Platinum Mine ESOP Trust Deed, it should account for the share-based payment implications arising from such Bokoni Platinum Mine ESOP Trust, a consolidated SPE, which had not previously been accounted for. An adjustment to increase administrative expenses was recorded. Refer to table below for actual adjusted amount. Finally, interest on the A Preference shares was erroneously calculated on a simple interest basis as opposed to on a compounded interest basis. This required an adjustment to increase finance expenses. Refer to table below for actual adjusted amount. The abovementioned adjustments did not impact the annual consolidated financial statements of Anooraq for the years ended 31 December 2010 and 2009. The impact of the correction was as follows: Statement of financial position at 31 March 2011
As previously Correction As restated reported Property, plant and 928,881,772 (1,341,968) 927,539,804 equipment Total assets 1,024,004,539 (1,341,968) 1,022,662,571 Share-based payment 22,397,391 570,402 22,967,793 reserve Accumulated loss (180,137,265) (2,026,609) (182,163,874) Total equity 85,939,910 (4,172,335) 81,767,575 Loans and borrowings 709,686,588 3,206,118 712,892,706 Total liabilities 938,064,629 2,830,367 940,894,996 Statement of comprehensive loss for the three months ended 31 March 2011 As previously Correction As restated reported
Cost of sales (46,235,753) (1,315,802) (47,551,555) Gross loss (15,537,525) (1,315,802) (16,853,327) Operating loss (19,233,072) (1,875,082) (21,108,154) Finance expense (20,109,020) (3,143,603) (23,252,623) Loss for the period (31,426,172) (4,650,261) (36,076,433) Total comprehensive (35,905,352) (4,731,615) (40,636,967) loss for the period Basic loss per share (0.04) - (0.04) The restatement did not impact the statement of cash flows. Johannesburg (30) March 2012 JSE Sponsor Macquarie First South Capital (Pty) Limited Issued on behalf of Anooraq Resources Corporation On behalf of Anooraq Joel Kesler Executive: Corporate Development Office: +27 11 779 6800 Mobile: +27 82 454 5556 Russell and Associates Nicola Taylor Office: +27 11 880 3924 Mobile: +27 82 927 8957 Macquarie First South Capital Annerie Britz/ Yvette Labuschagne/ Melanie de Nysschen Office: +27 11 583 2000 Date: 30/03/2012 15:04:01 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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