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PETMIN LIMITED - Condensed Preliminary Consolidated Financial Statement for the year ended 30 june 2012

Release Date: 19/09/2012 08:30
Code(s): PET     PDF:  
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Condensed Preliminary Consolidated Financial Statement for the year ended 30 june 2012

Petmin Limited
(Incorporated in the Republic of South Africa)
(Registration number 1972/001062/06)
JSE code: PET      AIM code: PTMN
ISIN: ZAE000076014
("Petmin" or "the Group")

Condensed Preliminary Consolidated Financial Statements
for the year ended 30 June 2012

"R523 million invested to double capacity and to deliver on strategy despite difficult market conditions"

- Net cash flow from operations up 23% to R443.8 million (2011: R360.8 million)
- Profit after tax up 12% to R112.7 million (2011: R101.0 million)
- Headline earnings per share up 9% to 19.06 cents (2011: 17.50 cents)
- Dividend up 25% to 5 cents per share (2011: 4 cents)
- Somkhele capacity increased to 1.2 million saleable tonnes per annum                                                
- New Order Mining Right extended to cover new mining areas at Somkhele
- Accelerated investment in North Atlantic Iron Corporation ("NAIC") pig iron project
- Sale of SamQuarz concluded for R281 million

Condensed Preliminary Consolidated Income Statement
for the year ended 30 June 2012
                                                                     Reviewed         Audited
                                                                   Year ended      Year ended
                                                                      30 June         30 June
                                                                         2012            2011
                                                          Note          R'000           R'000

Revenue                                                               516 303         471 385	
Cost of sales                                                       (360 461)       (344 303)
Gross profit                                                          155 842         127 082	
Operating income/(expense)                                              6 532         (7 177)
Administration expenses                                              (20 611)        (13 694)
Results from operating activities                                     141 763         106 211	
- Mark to market of listed securities                      8.3       (20 234)             346
Net finance (expense)/income                                          (6 988)           3 698
  - Finance income                                                      2 936           4 889
  - Finance expenses                                                  (9 924)         (1 191)
Separately disclosed items:
Impairment loss on exploration asset                       8.3       (18 841)               -
Fair value gain on investment in jointly controlled entity              3 404               -
Share of losses of equity accounted investees                         (1 707)           (524)
Profit before income tax                                               97 397         109 731	
Income tax expense                                                   (41 377)        (37 060)
Profit for the year from continuing
 operations                                                  7         56 020	       72 671	
Profit for the year from discontinued
 operation (net of income tax)                               6         38 517          28 311
Profit on sale of subsidiary                                 6         18 145               -
Profit for the year                                                   112 682         100 982
Earnings per share
Basic earnings per ordinary share (cents)                    7          19.53           17.50
Diluted earnings per ordinary share (cents)                  7          19.24           17.40
Earnings per share from continuing operations
Basic earnings per ordinary share (cents)                    7           9.71           12.60
Diluted earnings per ordinary share (cents)                  7           9.56           12.52

Condensed Preliminary Consolidated Statement of Comprehensive Income
for the year ended 30 June 2012
                                              Reviewed        Audited
                                            Year ended     Year ended
                                               30 June        30 June
                                                  2012           2011
                                                 R'000          R'000

Profit for the year                            112 682        100 982
Other comprehensive income
Foreign currency translation differences         3 877          (319)
Other comprehensive income for the year,
 net of income tax                               3 877          (319)
Total comprehensive income for the year        116 559        100 663

Condensed Preliminary Consolidated Statement of Financial Position
at 30 June 2012
                                                                Reviewed         Audited
                                                                   as at           as at
                                                            30 June 2012    30 June 2011	
                                                     Note          R'000           R'000	
ASSETS	
Non-current assets                                             1 541 541       1 126 251	
 Property, plant and equipment                                 1 042 840         620 662
 Intangible assets                                                     -           1 889
 Investment in equity accounted investee                         468 757         470 138
 Investments                                                      29 944          33 562
Current assets                                                   494 701         664 515	
 Inventories                                                     100 312          22 134
 Trade and other receivables                                     111 741         117 496
 Receivable on sale of subsidiary                      6         281 064               -
 Current tax assets                                                    -           4 656
 Cash and cash equivalents                                         1 584         227 792
 Assets classified as held for sale                    6               -         292 437
Total assets                                                   2 036 242       1 790 766	
EQUITY AND LIABILITIES	
Ordinary share capital and reserves                            1 405 188       1 317 162	
 Share capital                                                   143 763         143 398
 Share premium                                                   334 104         337 807
 Share option reserve                                              3 508           5 627
 Foreign currency translation reserve                              3 558           (319)
 Retained earnings                                               920 255         830 649
Non-current liabilities                                          274 984         249 604	
 Interest-bearing loans and borrowings                            80 556          96 674
 Deferred taxation liabilities                                   172 233         133 206
 Environmental rehabilitation provision                           22 195          19 724
Current liabilities	                                         356 070         224 000	
 Trade and other payables                                        157 968          88 131
 Current portion of interest-bearing loans and
  borrowings                                                      47 108          23 466
 Current tax liabilities                                          34 816               -
 Shareholders for dividend                                         1 287             996
 Bank overdraft                                                  114 891               -
 Liabilities classified as held for sale           6                   -         111 407
Total equity and liabilities                                   2 036 242       1 790 766	

Condensed Preliminary Consolidated Statement of Cash Flows
for the year ended 30 June 2012
                                                                    Reviewed           Audited
                                                                  Year ended	    Year ended
                                                                30 June 2012	  30 June 2011	
                                                       Note            R'000	         R'000	
Profit from operations before finance                                193 865           142 018	
 (expense)/income
Adjustments for:
- depreciation and amortisation                                      261 041           191 946
- transfer of accumulated depreciation to provisions                       -           (6 154)
- impairment charges                                                       -             3 735
- notional interest                                                    3 014             3 187
- (profit)/loss on disposal of property, plant and                      (17)               10
   equipment
- share-based payment included in expenses                                 -            22 336
- decommissioning asset - new mining areas                                 -             1 008
- management share options granted                                       962             2 532
Operating cash flows before changes in
 working capital	                                             458 865           360 618	
Decrease/(Increase) in trade and other receivables                    12 453          (14 360)
(Increase)/Decrease in inventories                                  (88 760)               834
Increase in trade and other payables                                  66 781            13 124
Cash generated by operations                                         449 339           360 216	
Income tax refunded/(paid)                                             1 425           (4 590)
Finance income                                                         4 010             6 727
Finance expenses                                                    (10 958)           (1 548)
Net cash flow from operating activities                              443 816           360 805	
Cash flows from investing activities	
Long-term rehabilitation expenditure incurred                              -             (236)
Investment in jointly controlled entities                 8         (45 716)          (13 552)
Investment in listed shares                                         (16 616)           (8 216)
Acquisition of property, plant and equipment                       (688 548)         (361 431)
   - to expand operations                                          (270 707)         (148 111)
   - to expand operations - capitalised pre-strip         9        (405 558)         (181 565)
   - to maintain operations                                         (12 283)          (31 755)
Proceeds on sale of subsidiary, net of cash disposed      6         (23 889)                 -
Proceeds from sale of property, plant and equipment                       24                 5
Net cash flows from investing activities	                   (774 745)         (383 430)
Cash flows from financing activities	
Proceeds from specific and general share issues for
 cash during the year                                                  3 331                29
Treasury shares acquired                                             (9 590)          (15 204)
Payment on options forfeited                                           (160)                 -
Repayment of borrowings                                             (29 189)          (22 718)
Increase in borrowings                                                 6 984            80 152
Dividends paid                                                      (22 785)          (33 617)
Net cash flows from financing activities                            (51 409)             8 642	
Net decrease in cash and cash equivalents	                   (382 338)          (13 983)
Cash and cash equivalents at beginning of year          12.1         269 031           283 014
Cash and cash equivalents at end of year                           (113 307)           269 031

Condensed Preliminary Consolidated Statement of Changes in Equity
for the year ended 30 June 2012
                                                                                                               Foreign
                                                                                                 Share        currency
                                                                       Share        Share       option     translation        Retained
                                                                     capital      premium      reserve         reserve        earnings          Total
GROUP                                                                  R'000        R'000        R'000           R'000           R'000          R'000

Balance at 1 July 2010                                               142 681      331 337        3 121               -         764 282      1 241 421	
Total comprehensive income for the year                                    -            -            -           (319)         100 982        100 663	
 Foreign currency translation differences                                  -            -            -           (319)               -          (319)
 Profit for the year                                                       -            -            -               -         100 982        100 982
Transactions with owners, recorded directly in equity                    717        6 470        2 506               -        (34 615)       (24 922)
 Shares issued during the year
  - Share options exercised                                               11           43         (26)               -               -             28
 Share-based payments                                                  1 986       20 350            -               -               -         22 336
 Treasury shares acquired during the year                            (1 280)     (13 923)            -               -               -       (15 203)
 Share options granted                                                     -            -        2 546               -               -          2 546
 Share options forfeited during the year                                   -            -         (14)               -               -           (14)
 Dividend paid                                                             -            -            -               -        (34 615)       (34 615)
Balance at 30 June 2011                                              143 398      337 807        5 627           (319)         830 649      1 317 162	
Total comprehensive income for the year                                    -            -            -           3 877         112 682        116 559	
 Profit for the period                                                     -            -            -               -         112 682        112 682
 Foreign currency translation differences                                  -            -            -           3 877               -          3 877
Transactions with owners, recorded directly in equity                    365       (3 703)     (2 119)               -        (23 076)       (28 533)
 Shares issued during the period
  - Share options exercised                                            1 281         4 971     (2 921)               -               -          3 331
 Share options forfeited during the year                                   -             -       (160)               -               -          (160)
 Treasury shares acquired during the year                              (916)       (8 674)           -               -               -        (9 590)
 Share options granted                                                     -             -         962               -               -            962
 Dividend paid                                                             -             -           -               -        (23 076)       (23 076)
Balance at 30 June 2012                                              143 763	   334 104	 3 508           3 558         920 255      1 405 188	

Segment reporting
Segment information is presented in the condensed preliminary consolidated 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.

Segment revenue represents revenue from external customers. There was no inter-segment revenue.
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") - Discontinued operation, sold on 29 June 2012;
- Anthracite mining and marketing ("Anthracite"); and
- Business of Tomorrow, which includes Petmin's exploration and development projects. This segment has been designated as a 
reportable segment in order to achieve fairer presentation due to its significance.

Segment Report
for the year ended 30 June 2012
                                                              Silica (Discontinued)             Anthracite           Business of Tomorrow        Other (Corporate office)         Eliminations               Consolidated                        	
                                                                                                                                            
                                                               Year            Year         Year          Year          Year         Year           Year          Year         Year          Year          Year          Year
                                                Units         ended           ended        ended         ended         ended        ended          ended         ended        ended         ended         ended         ended
                                                   of       30 June         30 June      30 June       30 June       30 June      30 June        30 June       30 June      30 June       30 June       30 June       30 June
                                              measure          2012            2011         2012          2011          2012         2011           2012          2011         2012          2011          2012          2011
Saleable tonnes produced                     (tonnes)     1 245 406       1 325 868      637 220       524 006             -            -              -             -            -             -     1 882 626     1 849 874
Tonnes sold                                  (tonnes)     1 135 807       1 248 989      546 051       579 087             -            -              -             -            -             -     1 681 858     1 828 076
Segment revenue                                 R'000       174 846         170 082      516 303       471 385             -            -              -             -            -             -       691 149       641 467
Segment revenue per tonne sold              (R/tonne)       R153.94         R136.18      R945.52       R814.01
             	
Segment finance (expense)/
income
Finance income                                 R'000          1 074           1 838            -           569             -            -          2 936         4 320            -             -         4 010         6 727
Mark to market of listed securities            R'000              -               -            -             -      (20 234)          346              -             -            -             -      (20 234)           346
Finance expense                                R'000        (1 034)           (357)      (7 201)         (852)             -            -        (2 723)         (339)            -             -      (10 958)       (1 548)
                 	
Segment profit per tonne sold              (R/tonne)         R25.37          R26.47      R249.90       R202.05
- segment result                               R'000         48 667          33 058      136 458       117 006      (40 782)        (220)         61 624       (2 825)            -             -       205 967       147 019
                 	
Segment profit/(loss) before tax               R'000         48 667          33 058      136 458       117 006      (40 782)        (220)         61 624       (2 825)            -             -       205 967       147 019
Segment tax (expense)                          R'000       (13 627)         (8 977)     (38 760)      (33 599)             -            -       (40 898)       (3 461)            -             -      (93 285)      (46 037)
            	
Segment profit/(loss) after tax                R'000         35 040          24 081       97 698        83 407      (40 782)        (220)         20 726       (6 286)            -             -       112 682       100 982
Segment capital expenditure - combined         R'000         35 858          63 294      616 644       268 069         3 308          467         32 738        29 547            -             -       688 548       361 377
Segment capital expenditure                    R'000         35 858          63 294      211 615        86 718         3 308          467         32 738        29 547            -             -       283 519       180 026
Segment capital expenditure - pre-strip*       R'000              -               -      405 029       181 351             -            -              -             -            -             -       405 029       181 351
Segment depreciation - combined                R'000              -          16 560      258 706       172 460             -            -            445           408            -             -       259 151       189 428
Segment depreciation                           R'000              -          16 560       30 361        18 980             -            -            445           408            -             -        30 806        35 948
Segment depreciation - pre-strip*              R'000              -               -      228 345       153 480             -            -              -             -            -             -       228 345       153 480
Share option costs included in segment
 profit/(loss) before tax                      R'000              -               -            -             -             -            -            962         2 546            -             -           962         2 546
Segment assets                                 R'000              -         288 061    1 106 627       805 728       575 819      527 676        750 819       432 119    (397 023)     (262 818)     2 036 242     1 790 766
Segment liabilities                            R'000              -         111 407      639 210       435 167         2 106          428        201 580        28 525    (211 842)     (101 923)       631 054       473 604

*See note 9.

Notes to the Condensed Preliminary Consolidated Financial Statements
for the year ended 30 June 2012

1. Reporting entity
Petmin is a company domiciled in South Africa. The condensed preliminary consolidated financial statements of the Group for the year 
ended 30 June 2012 comprise the Company and its subsidiaries and the Group's interests in associates and jointly controlled entities 
(together referred to as the "Group").

The condensed preliminary consolidated financial statements were authorised for issue by the directors on 18 September 2012.

2. Statement of compliance
The condensed preliminary consolidated financial statements have been prepared under the supervision of Petmin's Financial Director, 
Mr B P Tanner CA(SA) and in accordance with the recognition and measurement requirements of IFRS and the 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, 2008. The condensed preliminary consolidated 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 2011, which are available upon request from the Company's registered office at 37 Peter Place, 
Bryanston, 2021, Johannesburg, 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 
preliminary 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 2011.

Functional and presentation currency
The condensed consolidated preliminary financial statements are presented in South African Rands ("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 preliminary consolidated reviewed 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 2011. 

5. Review of results
The results of the Group as set out in these condensed preliminary consolidated financial statements 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. Discontinued operation
With the Competition Tribunal's approval received on 29 June 2012, all conditions for the sale of SamQuarz (Pty) Limited were fulfilled 
and the Group recorded a profit after tax on the sale of R18 million at that date. In July 2012, the Group received R258 million of 
the proceeds on the sale. The balance of the proceeds (estimated to be R23 million) is payable upon completion of all the formalities 
relating to the determination of the net asset value adjustment calculated as the move in the net assets of SamQuarz from the reference 
date accounts. Taking into account the net sale proceeds and cash flows to Petmin since acquiring SamQuarz in September 2004, 
Petmin has generated a cash return of 39% per year for the 7.75 years that it controlled SamQuarz.

Profit from discontinued operations for the year ended 30 June 2012 increased by R11 million largely as, in accordance with the 
provisions of IFRS 5, depreciation ceased on the assets held for sale from 1 July 2011. Had this depreciation been recorded in 2012, 
profit after tax from discontinued operations would have amounted to R25 million.
The results from the discontinued operation are presented in the table below:

                                                                Reviewed          Audited
                                                              Year ended       Year ended
                                                            30 June 2012     30 June 2011
                                                                   R'000            R'000
Results of discontinued operation
Revenue                                                          174 846          170 082
Cost of sales                                                  (113 180)        (111 289)
Gross profit                                                      61 666           58 793
Operating expenses                                              (10 902)         (24 515)
Administration expenses                                          (2 137)          (2 701)
Results from operating activities                                 48 627           31 577
Net finance income                                                    40            1 481
  - Finance income                                                 1 074            1 838
  - Finance expenses                                             (1 034)            (357)
Profit before income tax                                          48 667           33 058
Income tax expense                                              (13 627)          (8 977)
Profit	for the year                                              35 040           24 081
Add: Profit on fee income earned in Petrnin Limited                3 477            4 230
Profit	for the year from discontinued operations                 38 517           28 311
Earnings per share
Basic earnings per share (cents)                                    6.68             4.90
Diluted earnings per share (cents)                                  6.58             4.88
Cash flows from/(used in) discontinued operation
Net cash from operating activities                                37 366           46 742
Net cash used in investing activities                           (35 834)          (62 286)
Net cash used in financing activities                            (5 999)           (6 200)
Net cash used in discontinued operation                          (4 467)          (21 744)
Effect of disposal on the financial position of the Group
Property, plant and equipment                                  (234 053)
Inventory                                                       (36 549)
Trade and other receivables                                     (23 852)
Cash and cash equivalents                                       (13 040)
Deferred tax liabilities                                          59 739
Rehabilitation provision                                           7 998
Interest-bearing loans and borrowings                              2 994
Trade and other payables                                          23 218
Current tax liability                                                439
Net assets and liabilities                                     (213 106)
Gross proceeds                                                   281 064
Less: Selling expenses                                          (10 849)
Net proceeds                                                     270 215
Less: Cash disposed                                             (13 040)
Cash Inflow from sale before change in working capital           257 175
Increase in debtor on sale of SamQuarz                         (281 064)
Net cash outflow                                                (23 889)

7.  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                                       Audited
                                                                             Year ended                                     Year ended
                                                                            30 June 2012                                   30 June 2011

                                                              Profit for     Number of              Per        Profit for    Number of             Per
                                                                the year     shares in            share         the year     shares in           share
                                                                   R'000     thousands         in cents            R'000     thousands        in cents
    Basic earnings per share                                     112 682       576 908            19.53          100 982       576 908           17.50
    Share options and contingent consideration                         -         8 771           (0.29)                -         3 514          (0.10)
    Diluted EPS                                                  112 682       585 679            19.24          100 982       580 422           17.40
    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                                                    112 682        576 908            19.53         100 982       576 908          17.50
    Adjustments:
      
    - Fair value gain on investment in joint venture             (3 404)              -           (0.59)               -             -              -
    - Impairment of exploration asset                             18 841              -             3.27               -             -              -
    - Profit on sale of subsidiary                              (18 145)              -           (3.15)               -             -              -
    Headline EPS                                                 109 974        576 908            19.06         100 982       576 908          17.50
    Share options and contingent consideration                         -          8 771           (0.28)               -         3 514         (0.10)
    Diluted headline EPS                                         109 974        585 679            18.78         100 982       580 422          17.40
    Reconciliation between earnings per share
    and earnings per share from continuing
    operations
    Basic EPS                                                    112 682        576 908            19.53        100 982        576 908          17.50
    Profit for the year from discontinued operations            (38 517)              -           (6.68)       (28 311)              -         (4.90)
    Profit on sale of discontinued operation                    (18 145)              -           (3.14)              -              -              -
    EPS from continuing operations                                56 020        576 908             9.71         72 671        576 908          12.60
    Share options and contingent consideration                         -          8 771           (0.15)              -          3 514         (0.08)
    Diluted EPS from continuing operations                        56 020        585 679             9.56         72 671        580 422          12.52

    The Earnings per share from continuing operations in 2012 were negatively affected by the impairment of the investments in Red Crescent Resources
    Limited and the Sivas project. If the R39 million impairment in 2012 is ignored, EPS from continuing operations would have been 16.48 cents in 2012.

8.  Investment in jointly controlled entities
    Petmin previously announced its strategy to become a globally diversified mining company with a focus on those specific commodities that feed
    into the steel value chain. Petmin's investment philosophy is to reduce risk of entry into new geographic areas and commodities by contracting on
    an earn-in, stepped acquisition basis with joint management control from inception rather than, and not as, an investor in a portfolio of minority
    stakes with no control. This "value and risk-based approach" requires that key milestones are agreed upfront for each phase of the investment and if
    these milestones are not met, then Petmin is not obliged to continue with its investment. As previously announced and in line with this investment
    philosophy. Petmin has made the following investments during the year ended 30 June 2012:

    8.1   Investment in North Atlantic Iron Corporation ("NAIC")
          Petmin invested an additional $5 million (2011: $1.5 million) in the jointly managed NAIC acquiring an additional 12% interest to take Petmin's
          shareholding in NAIC to 17%. Petmin's investment in NAIC has been proportionately consolidated in accordance with the accounting policy
          for investments in jointly controlled entities.
    8.2   Investment in Iron Bird Resources Plc ("Iron Bird")
          Petmin invested an additional $1.5 million (2011: $0.5 million) in the jointly managed Iron Bird, increasing its shareholding in Iron Bird to 50%.
    8.3   Red Crescent Resources Limited ("RCR")
          Petmin invested CAD3 055 000 to increase its equity holding in RCR to approximately 10.1%. The funds were applied to the exploration
          programme at RCR's Sivas copper project and therefore a portion of the investment has been accounted for as an investment in mineral assets,
          with the balance being reflected as an investment in listed securities.

9.  Capital pre-stripping
    It is Petmin's accounting policy to record the pre-strip capital of R405 million (2011: R181 million) as "capital". In reality the capital expenditure is the
    net amount recognised in property, plant and equipment during the year, i.e. R177 million (2011: R28 million), being pre-strip capital of R405 million,
    less amortisation of R228 million (2011: capital R181 million, amortisation R153 million). The amortisation is the direct mining cost incurred in the
    year. The open pit mining profile at Somkhele requires that overburden be removed from the pit before coal can be extracted. This overburden
    removal is capitalised to the development cost of the open pit (so called "pre-strip") and is then expensed on a units-of-production basis as the coal
    is extracted from the open pits. The pre-strip expenditure in 2012 reflects the increased expenditure to ensure supply of run-of-mine coal to feed
    both the existing and the newly commissioned second plant at Somkhele.

10. Related parties
    No material related party transactions were entered into.

11. Change in directors
    As announced on 13 September 2011, Petmin appointed Mr Trevor Petersen with effect from 12 September 2011 as an independent non-executive
    director and as a member of Petmin's audit and risk committee.
    Petmin furthermore announced after the AGM held on 25 November 2011, that Mr J Strijdom retired as a director of Petmin on that date and
    did not make himself available for re-election as a director. Petmin thanks Mr Strijdom for his service to Petmin and his contribution to its audit
    and risk committee.

12. Subsequent events
    12.1   Cash proceeds received for the sale of SamQuarz
           During July 2012, Petmin received R258 million of the proceeds on the sale in cash. The balance of the proceeds (estimated to be R23 million)
           is payable upon completion of all the formalities relating to the determination of the net asset value adjustment calculated as the move in the
           net assets of SamQuarz from the reference date accounts.
    12.2   Investment in North Atlantic Iron Corporation
           On 16 August 2012, Petmin announced that it had invested a further US$4.5 million to increase its stake in the North Atlantic Iron
           Corporation from 17% to 22.5% based on the project's technical and economic viability.
    12.3   Petmin secures extension to existing mining right at Somkhele anthracite mine
           On 17 July 2012, Petmin announced that it had been granted a 20-year mining right for an expansion to new mining areas at its flagship
           Somkhele anthracite operation in northern KwaZulu-Natal, South Africa.
           The new right is in addition to the existing 20-year right covering existing reserves, and will facilitate the expansion of operations by South
           Africa's biggest producer of metallurgical anthracite.
    12.4   Declaration of dividend
           On 19 September 2012, the Company announced that it had declared a dividend of 5 cents per share which is in line with the approved
           dividend policy.
           The record date for payment of the cash dividend is 16 November 2012. Please refer to the separate notice of the declaration of dividend
           dated 19 September 2012 for more details.
    12.5   Cancellation of R82 million Black Economic Empowerment ("BEE") surety
           In January 2010, Petmin shareholders approved an R82 million surety by Petmin on behalf of Dark Capital (Pty) Limited, Petmin's primary
           BEE partner. The Petmin Board is pleased to inform shareholders that the surety has been withdrawn with effect from 24  August 2012
           following Dark Capital's payment in full of its R65 million debt to the Standard Bank of South Africa. Dark Capital expresses its appreciation
           to shareholders for approving the surety. The Petmin Board also expresses its appreciation to Dark Capital for its continued commitment
           to Petmin.
    12.6   Capital expenditure and cash requirements
           Although Somkhele has the potential to produce material cash flows, the Petmin Board believes that during these uncertain times, it is prudent
           to ensure that sufficient cash and facilities are available.
           The Group has signed approved term sheets from Standard Bank, our bankers since inception, securing, in addition to the existing R100 million
           overdraft facilities, new medium-term debt facilities of R225 million and a Rl00 million revolving credit facility.
    12.7   Other subsequent events
           There have been no other events that have occurred subsequent to 30 June 2012 and before the condensed preliminary consolidated financial
           statements are authorised for issue which require adjustment of, or disclosure in the financial statements or notes thereto in accordance with
           IAS 10 - Events After the Reporting Period.

Management commentary for the year ended 30 June 2012

(i)    General overview of performance
       Petmin reported a significant investment of R523 million (2011: R230 million) to double capacity at its Somkhele anthracite mine and to
       continue to deliver on its growth and diversification strategy.

       Petmin reported stable financial results with operations performing well and has had a satisfactory year of expansion and growth despite
       difficult trading conditions, with the doubling of capacity at the Somkhele anthracite mine, accelerated investment in NAIC and the successful
       conclusion of the sale of SamQuarz.

       The Group's operations remain strongly cash-generative, generating R443.8 million in the year to June 2012 (2011: R360.8 million).
       Profit after tax was up 12% to R112.7 million (2011: R101.0 million) after including the profit on sale of SamQuarz of R18.2 million and the
       write-down of the investments in RCR totalling R39.0 million.

       The normalised profit (see table below) from ongoing operations increased by 23% to R97 million (2011: R79 million).

                                                                    Reviewed         Audited
                                                                  Year ended      Year ended
                                                                30 June 2012    30 June 2011
Normalised profit from ongoing operations                              R'000           R'000

Results from ongoing operations                                      141 763         106 211
Net finance (expense)/income                                         (6 988)           3 699
Pre-tax results from ongoing operations                              134 775         109 910
Assumed tax at 28%                                                  (37 737)        (30 775)
Assumed profit after tax from ongoing operations                      97 038          79 135
Shares in issue                                                  576 908 188     576 908 188
Normalised profit after tax from ongoing operations per share          16.82           13.72

Results from operations were steady with Somkhele reporting a profit after tax of R97.7 million (2011: R83.4 million) up 17%, and SamQuarz
reporting a profit after tax of R35.0 million (2011: R24.1 million). In accordance with the provisions of IFRS 5, depreciation ceased on the assets
held for sale (SamQuarz) from 1 July 2011. Had this depreciation been recorded in 2012, profit after tax from SamQuarz would have been
R20.7 million, down R3.4 million from 2011.

Capital expenditure increased to R460 million (2011: R208 million) of which R177 million (2011: R28 million) was spent on pre-stripping
the open pits at Somkhele in order to double production rates to feed the second plant which was fully operational in the last quarter of
FY2012. The main capital projects at Somkhele included the second wash plant (R119 million), exploration and resource definition activities
(R29 million) and completion of new access roads (R3.4 million).

Petmin invested a further R62.3 million (2011: R21.8 million) in its foreign domiciled, jointly controlled exploration and development projects,
with its focus on the investment in NAIC which is being accelerated based on positive exploration results.

Petmin's interest-bearing debt to equity ratio increased to 17.26% (2011: 11.48%) as overdraft facilities of R114.9 were utilised at 30 June
2012 pending the receipt of the SamQuarz sale proceeds in July 2012.

Anthracite division
Somkhele anthracite mine
Monthly production doubled in May and June 2012 at Somkhele following the successful commissioning of the second wash plant. Somkhele
now has an annual production capacity in excess of 1.2 million saleable tonnes of anthracite.

The impact of the second plant enabled Somkhele to produce 637 220 tonnes (2011: 524 006 tonnes) of saleable anthracite in the year to
30 June 2012. Somkhele sold 546 051 tonnes (2011: 579 087 tonnes) of anthracite in the year to 30 June 2012.

Net profit margins were stable at 26% (2011: 25%) for the year ended 30 June 2012 despite increased mining costs as the mine moved
to exploit deeper reserves with increased strip ratios in the move to Area1. Mining costs per run of mine tonne increased 21% mainly due
to the increased strip ratios, but mining costs per saleable tonne reduced by 3% due to the utilisation of the second wash plant to process
discard and increase yield.

Construction of a third processing plant at an estimated cost of R62 million has been approved and is expected to be commissioned in the
first quarter of CY2013.

The exploration and resource definition activities during the year indicate that Somkhele has an opencast Life of Mine in excess of 20 years
with both plants running at full capacity and producing approximately 1.2 million tonnes of anthracite. During the year detailed revised
mining plans were developed to reduce the strip ratio to an average of 3.5 over the remaining Life of Mine and these revised mine plans will
substantially reduce the capital required to develop the various pits.

Silica division - SamQuarz silica mine
The sale of the SamQuarz silica mine, for final gross proceeds of R281.1 million, was concluded on 30 June 2012, with the group recording
a profit after tax of R18.2 million.

Business of Tomorrow division
Petmin's strategy is to focus on the steel value chain and commodities required for infrastructure development and urbanisation.
With the higher level of risk associated with exploration, Petmin is satisfied that its value and risk-based investment philosophy potentially
delivered a world-class pig iron project, may deliver a substantial return on its investment in Iron Bird and, to the disappointment of
management, RCR Sivas Copper's results did not meet Petmin's investment criteria. Petmin still believes that Turkey provides tremendous
potential, and we will work with RCR management in searching for opportunities.

During the year, Petmin made the following investments:
North Atlantic Iron Corporation ("NAIC")
Petmin invested an additional $5 million (2011: $1.5 million) in the jointly managed NAIC acquiring an additional 10% interest to take Petmin's
shareholding in NAIC to 17%.

Petmin has accelerated its investment in NAIC, the iron sands to pig iron project in Canada, based on its technical and economic feasibility.
Petmin increased its shareholding to 17% during the year ended 30 June 2012 (2011: 5%) and in August 2012, Petmin further increased its
stake in NAIC to 22.5%.

Petmin has joint management control of NAIC, with an earn-in option to acquire up to 40% for a total of US$25 million, plus a further option
to acquire an additional 9.9% at a market-related price.

In March 2012, NAIC's maiden resource statement indicated that its iron sands resource provides an abundant low-cost feedstock for
production of a concentrate which can be converted into high-purity pig iron. The NAIC resource is 594 million tonnes of sand at 9.35 wt
% of which 38.02% is Fe2O3 equivalent. The NAIC claim has been explored to a depth of 15 metres. Aeromagnetic and Lidar surveys, and
deeper drilling subsequent to the maiden resource statement, indicate potential for the NAIC iron sands resource to be extended to well
below this level. An updated resources statement is expected to be issued during Q4 2012.

A pilot mineral processing plant has been commissioned alongside the NAIC resource in Goose Bay, Labrador, and the first concentrate was
produced during August 2012 with results in line with our expectations.

Iron Bird Resources Plc. ("Iron Bird")
In the year ended 30 June 2012, Petmin invested an additional $1.5 million (2011: $0.5 million) in the jointly managed Iron Bird increasing its
shareholding in Iron Bird to 50%.

Following satisfactory results of its exploration programme, Petmin and its joint venture partners are considering their options to either merge
with a larger iron ore company or to sell the investment in the Mt Ginka iron ore project in northern Liberia.

Red Crescent Resources Limited ("RCR")
In the year ended 30 June 2012, Petmin invested CAD3 055 000 to increase its equity holding in RCR to approximately 10.1%. The funds
were applied to the exploration programme at RCR's Sivas copper project and therefore a portion of the investment has been accounted for
as an investment in mineral assets, with the balance being reflected as an investment in listed securities.

Exploration for copper and associated minerals at the Sivas project in Turkey delivered disappointing results and, in line with Petmin's
investment approach, when the exploration results did not meet Petmin's investment criteria, the decision was taken to withdraw from the
Sivas project. Petmin recorded a R39.1 million impairment, with R20.2 million on the mark-to-market of its investment in the Toronto-listed
shares of explorer RCR and an impairment of R18.9 million on its Sivas exploration asset. Petmin retains its investment of 9 280 000 listed
shares in RCR.

Iron ore - South Africa (Veremo project)
Petmin and its partners in the Veremo iron ore project in Mpumalanga are awaiting the outcome of an application for a mining licence with
the Department of Mineral Resources.

Kermas Limited, the controlling shareholder of Veremo, is evaluating development options for potential annual production of a million tonnes
of pig iron and titanium-rich slag as a by-product. Kermas has signed an agreement with a Chinese international plant construction company
MCC International Incorporation Limited to complete a detailed bankable feasibility study on Veremo before the end of Q1 2013.

(ii)    Prospects
        Anthracite division
        Although world markets remain uncertain, production and sales levels are expected to significantly increase from those achieved in FY2012,
        with an expected reduction in spot US$ export prices expected to be offset by a weaker Rand/Dollar exchange rate. Export sale negotiations
        have all indicated extremely difficult trading conditions with export duff prices (18.5 Ash; 8.5 Volatiles) between US$90 and US$100 FOB for
        the next six months possibly moving to the US$110 Free on Board ("FOB") in second half of the financial year 2013.

        We anticipate to sell approximately 900 000 tonnes of anthracite during the next 12 months, some 300 000 less than capacity as a result of
        a depressed market. We anticipate to sell some 420 000 tonnes into the export market (and have committed orders for 360 000 tonnes)
        and 480 000 into the local market (and have committed orders for 370 000 tonnes).

        The construction and commissioning of the third processing plant at Somkhele with an annual capacity to produce approximately 480 000
        tonnes of product for the energy market from the processing of discard is expected to be completed by Q1 2013. Processing of the discard
        increases Somkhele's yield from 42% to in excess of 50%. We are in the process of securing a new five-year take-or-pay agreement to supply
        20 000 tonnes per month of into the energy market, commencing in Q1 2013 at an initial price of R170 per tonne, escalating annually.

        Capital expenditure at Somkhele in FY 2013 is expected to be approximately R95 million as the construction of the third plant and the
        exploration programmes are finalised. In addition the actual development cost of the pits (or pre-stripping) is expected to be approximately
        R110 million (see note 9).

        Business of Tomorrow division
        At NAIC, an updated resources statement is expected to be issued during Q4 CY2012 followed by a NI43-101 compliant project statement
        in Q1 CY2013. Petmin has budgeted to spend an additional US$10 million to advance the project in FY2013 and to increase its stake to
        30% in the potentially world-class pig iron project.

        Work continues on the trial production of an iron concentrate, design of a pilot processing plant for smelt tests, metallurgical analysis and a
        preliminary economic assessment.

Additional details on Petmin, including a detailed presentation on the results (which will be available from
20 September 2012) can be found on our website www.petmin.com.

By order of the Board

I D Cockerill	                                             J C du Preez
Executive Chairman	                                     Chief Executive Officer

Johannesburg	                                             Sponsor
19 September 2012	                                     River Group

Directors: I Cockerill# (Executive Chairman)  L Mogotsi (Deputy Chairman)  J du Preez (Chief Executive Officer)  
B Doig  B Tanner (Financial Director)  M Arnold*  E de V Greyling*  K Kalyan*  A Martin*  T Petersen*  J Taylor* 
*Non-executive    #British   American

Registered office: 37 Peter Place, Bryanston, 2021 
(PO Box 6070, Rivonia, 2128)
Corporate office: 37 Peter Place Bryanston 2021  
Tel: (011) 706 1644  
Fax: (011) 706 1594  
Website: www.petmin.co.za

Sponsor - JSE: River Group   
Tel: +27 (0) 12 346 8540

Nominated adviser - AIM: Macquarie Capital (Europe) Limited

Company Secretary: Mondial Consultants (Pty) Limited

Transfer secretaries: JSE: Computershare Investor Services (Proprietary) Limited  

AIM: Computershare Investor Services PLC 

Auditors: KPMG Inc.

A PDF version of these results is available on our website: www.petmin.co.za
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