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Audited Abridged Condensed Consolidated Financial Statements and Notice of Annual General Meeting
Bauba Platinum Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/004649/06)
Share code: BAU ISIN No: ZAE000145686
(“Bauba Platinum” or “the Company” or “the Group”)
Audited Abridged Condensed Consolidated
Financial Statements and Notice of Annual
General Meeting
For the year ended 30 June 2012
AUDITED ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL POSITION AT 30 JUNE 2012
2012 2011 2010
Audited Restated Audited
R'000 R'000 R'000
Assets
Non-current assets 17 753 7 941 1 080
Intangible assets 17 306 7 450 -
Property, plant and equipment 447 491 1 077
Loans to shareholders - - 3
Current assets 28 712 4 803 3 138
Trade and other receivables 670 633 484
Cash and cash equivalents 28 042 4 170 2 654
Assets classified as held-for-sale - 23 604 -
TOTAL ASSETS 46 465 36 348 4 218
EQUITY AND LIABILITIES
Capital and reserves 45 134 284 4 218
Issued capital 123 274 94 065 -
Share premium 276 320 255 653 2 500
Reverse asset acquisition reserve (282 988) (282 988) -
Retained (loss) / profit (70 484) (65 714) 1 718
Non-controlling interest (988) (732) -
Current liabilities 1 331 12 460 -
Trade and other payables 1 331 12 460 -
Liabilities associated with assets classified as held for sale - 23 604 -
TOTAL EQUITY AND LIABILITIES 46 465 36 348 4 218
AUDITED ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012
2012 2011
Audited Restated
R'000 R'000
Continuing Operations
Operating expenditure - (3 872)
General and administrative expenses (8 369) (10 421)
Reverse asset acquisition cost - (25 913)
Finance cost (7) (157)
Finance income 1 811 138
Loss before taxation (6 565) (40 225)
Income tax expense - (29)
Loss for the year from continuing operations (6 565) (40 254)
Discontinued operations (no tax effect)
Profit / (Loss) for the year from discontinued operations 1 539 (31 873)
Loss for the year (5 026) (72 127)
Other comprehensive loss for the year (no tax effect) - 4 000
Reclassification adjustment of losses on financial assets held-for
sale - 4 000
Total comprehensive loss for the year (5 026) (68 127)
Loss for the year (5 026) (72 127)
Attributable to:
- Equity holders of the company (4 770) (71 140)
- Non-controlling interest (256) (987)
Total comprehensive loss for the year (5 026) (68 127)
Attributable to:
- Equity holders of the company (4 770) (67 140)
- Non-controlling interest (256) (987)
Basic loss per share (cents) (3.9) (76.5)
Loss per share (cents) - Continued operations (5.2) (42.2)
Profit/(Loss) per share (cents) - Discontinued operations 1.3 (34.3)
Diluted loss per share (cents) (3.9) (76.5)
Loss per share (cents) - Continued operations (5.2) (42.2)
Profit/(Loss) per share (cents) - Discontinued operations 1.3 (34.3)
Weighted average shares in issue ('000) 121 093 93 044
Number of share in issue at end of period ('000) 123 274 94 065
AUDITED ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
FOR THE YEAR ENDED 30 JUNE 2012
30 June 2012 30 June 2011
Audited Restated
R'000 R'000
Net decrease from operating activities (19 347) (11 083)
Net decrease from investing activities (6 657) (3 882)
Net increase from financing activities 49 876 16 481
Total cash movement of the period 23 872 1 516
Cash and cash equivalents at beginning of period 4 170 2 654
Cash and cash equivalents at end of period 28 042 4 170
AUDITED ABRIDGED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2012
Non- Reverse
Share Share Retained
controlling acquisition Total
capital premium earnings
interest adjustment
R'000 R'000 R'000 R'000 R'000 R'000
Balance at 1 July 2010* - 2 500 1 718 - - 4 218
Issued of shares 94 065 255 653 - - - 349 718
Restated loss for the year - - (71 140) (987) - (72 127)
Restated other comprehensive
- - 4 000 - - 4 000
income for the year
Reverse acquisition adjustment - (2 500) - 255 (282 988) (285 233)
Dividends paid - - (292) - - (292)
Balance as at 30 June 2011 94 065 255 653 (65 714) (732) (282 988) 284
Comprehensive loss for the year - - (4 770) (256) - (5026)
Issue of shares 29 209 20 667 - - - 49 876
Balance at 30 June 2012 123 274 276 320 (70 484) (988) (282 988) 45 134
* Share capital R125, due to rounding not shown
AUDITED ABRIDGED CONDENSED CONSOLIDATED SEGMENTAL ANALYSIS
Segmental Information
Discontinued
2012 operations Corporate Exploration Total
R'000 R'000 R'000 R'000
Finance income - 1 811 - 1 811
Finance cost - (7) - (7)
General and administrative expenses - (7 690) (485) (8175)
Results from Operating Activities (2 198) - - (2 198)
Depreciation and Amortisation - (39) (155) (194)
Impairment of financial assets held-for sale (83) - - (83)
Fair value profit/(loss) for the year 3 820 - - 3 820
Comprehensive loss for the year 1 539 (5 925) (640) (5 026)
Total Segment Assets 28 784 17 681 46 465
Total Segment Liabilities 521 810 1 331
Discontinued
2011
operations Corporate Exploration Total
R'000 R'000 R'000 R'000
Finance income - 138 - 138
Finance cost - (157) - (157)
Dividend income 4 160 - - 4 160
General and administrative expenses - (10 388) (3 646) (14 034)
Results from Operating Activities (2 699) - - (2 699)
Depreciation and Amortisation - (32) - (259)
Impairment of financial assets held-for sale (16 417) - - (16 417)
Fair value profit/(loss) for the year (16 917) - - (16 917)
Reverse asset acquisition cost - (25 913) - (25 913)
Income tax expense - (29) - (29)
Comprehensive loss for the year (31 873) 36 382) (3 872) (72 127)
Total Segment Assets 23 604 4 756 7 988 36 348
Total Segment Liabilities (23 604) (12 460) - (36 064)
Commentary
The main focus of the Group during the year under review was the continuation of exploration
activities to develop the platinum assets (“Bauba Project”). These audited abridged condensed
financial statements reflect the costs incurred relating to the activities in developing the Bauba
Project. In this regard the Group declared an inferred resource of 8.6 Moz (attributable 5.1 Moz)
Platinum Group Metals (“PGM”) over part of the Southern Cluster.
The Group successfully disposed of its non-core assets (“disposal group held for sale”) during the
year under review.
Exploration
The group focused on the exploration drilling programme on the central and northern cluster during
the year under review with one hole completed and three holes in progress at the end of the year. The
final results from the drilling are in the process of being completed. The geophysical surveys that have
been conducted and data analysis and modelling has led to improved interpretation of structural
features over the property. The interpretation of the structure as well as the depth of intersection of
the reefs is consistent with that found on the neighbouring properties.
The plan for the next financial year is to drill two holes in the Central Cluster and four holes in the
Northern Cluster and to conduct a seismic survey on the Northern Cluster to further support the
structural data and enhance the geographical understanding of the area. Post year end the first
borehole on the Northern Cluster was completed. The results of this borehole will be released shortly.
Notes to the audited abridged condensed financial statements:
Summary of significant accounting policies
Basis of preparation
The directors present the audited abridged condensed results for the year ended 30 June 2012 which
have been prepared in accordance with the framework concepts and the measurement and
recognition requirements of International Financial Reporting Standards (“IFRS”) and the AC 500
standards and contains the information required by IAS 34: Interim Financial Reporting. The
accounting policies adopted for purposes of this report, which are based on reasonable judgements
and estimates, comply and have been consistently applied in all material respects with IFRS, the
Companies Act, 2008, (Act 71 of 2008) and the Listings Requirements of JSE Limited.
These audited abridged consolidated financial results have been prepared under the supervision of
Willem Moolman, the Financial Director of Bauba Platinum.
Restatement
The Group?s 2011 annual financial statements were selected by the JSE for review as part of their
pro-active monitoring process. The result of this process was that the Group was required to restate
the 2011 annual results due to the impairment of the financial asset held for sale that was reflected
under “other comprehensive income” instead of “profit/loss” for the year. The effect of this change was
that the loss per share for the Group increased from 59.9 cents to 76.5 cents per share. The change
had no effect on the headline loss of the Group.
Reverse asset acquisition
During the previous financial year Bauba Platinum acquired an effective 60% shareholding of Bauba
A Hlabirwa Mining Investments Proprietary Limited (“Hlabirwa”). In settlement of the acquisition
Bauba Platinum issued shares for the reverse asset acquisition, which resulted in a change of control
and a reverse listing of the new structure. Hlabirwa has prospecting rights over numerous properties
in the eastern limb of the Bushveld.
At the time of the transaction being concluded the subsidiaries held by Bauba Platinum no longer
conformed to the definition of a business in terms of IFRS 3 Business Combinations and neither did
they conform to the requirements of IFRS 2 Share-based Payments for assets as the subsidiaries had
liabilities which formed part of the transaction. Under these very unusual circumstances, management
is required by IAS 8 Accounting Policies, Changes in Estimates, & Errors to develop an accounting
policy that results in relevant and reliable information for users. Management have defined the
transaction as a reverse asset acquisition, as opposed to a reverse business combination. In terms of
this description the consolidated financial statements are issued under the name of Bauba Platinum
but they represent a continuation of Hlabirwa, except for the capital structure. This is considered
appropriate as the control of Bauba Platinum was transferred into the hands of the previous Hlabirwa
shareholders and therefore it is appropriate that the financial effects be considered from their
perspective. As the legal parent in the transaction, the capital structure is that of Bauba Platinum?s,
following an approach similar to what would have been required had IFRS 3 been applicable to the
transaction.
The assets of Bauba which are now controlled by the previous shareholders of Hlabirwa were brought
into this new combined entity at fair value. The difference between the cost of the purchase and the
fair value of these assets was recognised in profit or loss as a reverse acquisition cost, which differs
from the treatment that would have applied in terms of IFRS 3, had it been applicable, which would
have recognised an intangible asset in the form of Goodwill.
No dividends were declared by Bauba Platinum during this reporting period.
Headline Loss
2012 2011
Audited Restated
Headline loss per share (cents) (7.0) (40.6)
Continued operations (5.2) (37.7)
Discontinued operations (1.8) (2.9)
Diluted headline loss per share (cents) (7.0) (40.6)
Continued operations (5.2) (37.7)
Discontinued operations (1.8) (2.9)
Adjustment to arrive at headline earnings:
Net loss before taxation for the year (4 770) (71 140)
Fair value profit / (loss) of discontinued operations (3 820) 16 917
Impairment of financial assets held for sale 83 16 417
Headline loss (8 507) (37 806)
Headline earnings per share have been calculated in accordance with the SAICA Circular 3/2009 entitled Headline
Earnings which forms part of the Listings Requirements of the JSE Limited
Issue of shares
During the year under review the Company issued the following shares:
? 20 305 790 shares at R1.80 per share in terms of the specific authority granted by the
shareholders to the board at the general meeting of the Company held on 7 June 2010:
? 7 471 988 shares at R1.80 per share in terms of the general authority granted to the board at the
annual general meeting of the Company held on 19 October 2010: and
? 1 430 617 shares at R2.07 per share in terms of the general authority granted to the board at the
annual general meeting of the Company held on 19 October 2010.
Segmental information
The company has classified three segments namely, (1) Discontinued operations, being all the non-
core, non-platinum assets that were held for sale, (2) Corporate expenses, being overhead and
administrative expenses and (3) Exploration, being activities associated with the Bauba Project and
platinum exploration.
Going concern
The directors have continued to adopt the „going concern? basis for the preparation of the audited
financial statements. As is common with many junior mining companies, the company raises capital
for exploration and other projects as and when required. There can be no assurance that the Group?s
projects will be fully developed in accordance with current plans or completed on time or to budget.
Future work on the development of these projects may be adversely affected by factors outside of the
control of the Group.
Sale of Non-core Assets
The Group successfully disposed of the non-core assets during the financial year. The disposed
assets consisted of:
? Qinisele Resources Proprietary Limited – financial asset;
? Dikopane NN Mining Investment Proprietary Limited – an associate company; and
? Lenopodi Proprietary Limited - subsidiary.
These assets were the non-platinum assets, not material to Bauba Platinum and were regarded as
non-core to the Company?s strategy. The assets were classified as a “Disposal group held for sale” in
the June 2010 financial year and the associated loan from Calulo, which was ring-fenced against
these assets in terms of the Calulo Loan Agreement, was classified as “Liabilities associated with
assets classified as held for sale”.
The rationale for the disposal of the assets is to fulfil the Company?s stated strategy as per the circular
to shareholders on 17 May 2010 which was to dispose of these non-platinum assets. In terms of the
Calulo Loan Agreement provision was made, that should these non-core assets not have been
disposed of by 30 April 2012, the ownership of these non-core assets would revert to Calulo in full
and final settlement of the outstanding loan amount.
Contingent liabilities
The Group is involved in two litigation matters. The details are:
? A review application was lodged by Rustenburg Platinum with regard the prospecting rights held
over the farms Genokakop 285 KT and Groot Vygenboom 284 KT; and
? A previous employee of the Company has lodged a claim for compensation due to his
resignation.
The Company has taken senior counsel advice on both these matters and was informed that the
Company has a strong case in both instances. The potential financial effect of the outcomes is
uncertain in light of the outcome being subjected to the judicial process.
To the best of our knowledge and belief there are no other contingent liabilities to third parties and/or
contingent assets not set out or referred to in this report which may materially affect the financial
position of the Group.
Changes to the board of directors
Mr G Pitt was appointed as chief executive officer, Mr W Moolman as financial director and King TV
Thulare as alternative director to Dr M Phosa as of 1 July 2011. Ms K Mzondeki was appointed as
non-executive director and chairperson of the audit committee as of 12 September 2011.
Subsequent events
The Group were awarded the renewal of its two new order prospecting rights on 18 July 2012 for a
further period of three years.
The directors are not aware of any subsequent events other than those disclosed above that occurred
between the date of authorisation of the annual financial statements and the year-end that require any
adjustments or additional disclosure to the annual financial statements.
Audit opinion
The independent auditors, BDO South Africa Inc., have issued their opinion on the group?s financial
statements for 30 June 2012 year-end. The audit was conducted in accordance with International
Standards on Auditing. They have issued an unmodified audit opinion. These abridged financial
statements have been derived from the group financial statements and are consistent in all material
respects with the group financial statements. A copy of their audit report is available for inspection at
the Company?s registered office.
The integrated annual report will be posted to shareholders on or about 28 September 2012.
Notice of Annual General Meeting
The Annual General Meeting of shareholders of the Company is to be held at City Lodge, Longpoint
Office Park, corner of Witkoppen road and Montecasino Boulevard, Magaliessig, Johannesburg, at
10:00 on 7 November 2012.
The board has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies
Act, 2008 (Act 71 of 2008), as amended, the record date for the purposes of determining which
shareholders of the Company are entitled to participate in and vote at the annual general meeting is 2
November, 2012. Accordingly, the last day to trade Bauba Platinum shares in order to be recorded in
the Register to be entitled to vote will be 26 October, 2012.
On behalf of the Board
J Best GJ Pitt
Chairman Chief executive officer
Johannesburg
28 September 2012
Registered Office
nd
2 Floor Longpoint Office Park
Cnr Montecasino Boulevard and Witkoppen Road
Magaliessig
2067
Company Secretary
Merchantec Proprietary Limited,
2nd Floor, North Block, Hyde Park Office Tower,
Cnr 6th Road and Jan Smuts Avenue,
Hyde Park, 2196, P O Box 41480, Craighall, 2024
Directors
J Best# (Chairman), K Dicks#, S Dolamo#, KW Mzondeki#, Dr NM Phosa*, D Smith*,
King T Thulare (Alt)* GJ Pitt (CEO), WA Moolman (CFO).
# - Independent non-executive
* - Non-executive
Sponsor Transfer Office
Merchantec Capital Computershare Investor Services Proprietary Limited
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