To view the PDF file, sign up for a MySharenet subscription.

ATLATSA RESOURCES CORPORATION - Condensed Consolidated interim financial statements three and nine months ended 30 SEPTEMBER 2012

Release Date: 14/11/2012 16:00
Code(s): ATL     PDF:  
Wrap Text
Condensed Consolidated interim financial statements three and nine months ended 30 SEPTEMBER 2012

Atlatsa Resources Corporation 
(previously Anooraq Resources Corporation)
(Incorporated in British Columbia, Canada) 
(Registration number 10022-2033) 
TSXV/JSE share code: ATL 
NYSE AMEX share code: ATL
ISIN: CA0494771029
(”Atlatsa” or the “Company”)

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED 30 SEPTEMBER 2012

ATLATSA RESOURCES CORPORATION (PREVIOUSLY ANOORAQ RESOURCES CORPORATION)
Condensed Consolidated Interim Statements of Financial Position
As at 30 September 2012
(Unaudited - Expressed in Canadian Dollars, unless otherwise stated)
                                                                                                            Audited

                                                                       Note  30 September 2012     31 December 2011
Assets

Non-current assets

Property, plant and equipment                                           5          751,478,650         798,924,420
Capital work-in-progress                                                6           27,801,652          20,826,290
Intangible assets                                                       7            1,054,960           1,895,205
Mineral property interests                                                           8,104,966           8,268,783
Goodwill                                                                            10,356,648          10,994,115
Platinum producers’ environmental trust                                              3,157,818           2,927,591
Other non-current assets                                                               251,108             367,825
Total non-current assets                                                           802,205,802         844,204,229
Current assets

Assets classified as held for sale                                                   3,874,024           4,101,654
Inventories                                                                          1,908,428             787,084
Trade and other receivables                                                         33,742,681          27,048,591
Current tax receivable                                                                 128,217             136,109
Cash and cash equivalents                                                           14,601,259          15,945,008
Restricted cash                                                                        536,510             786,291
Total current assets                                                                54,791,119          48,804,737

Total assets                                                                       856,996,921         893,008,966
Equity and Liabilities

Equity

Share capital                                                                      71,967,083           71,967,083
Treasury shares                                                                    (4,991,726)          (4,991,726)
Convertible preference shares                                                     162,910,000          162,910,000
Foreign currency translation reserve                                              (11,876,393)         (11,238,333)
Share-based payment reserve                                                        24,548,599           24,042,711
Accumulated loss                                                                 (220,506,130)        (245,448,316)
Total equity attributable to equity holders of the Group                            22,051,433          (2,758,581)

Non-controlling interest                                                           247,387,578         (25,326,683)
Total equity                                                                       269,439,011         (28,085,264)
Liabilities

Non-current liabilities

Loans and borrowings                                                    8          402,603,015         744,456,487
Deferred taxation                                                                  149,805,528         144,032,213
Provisions                                                                           8,387,702           8,383,708
Total non-current liabilities                                                       60,796,245         896,872,408
Current liabilities

Trade and other payables                                                             5,928,921          23,125,587
Short-term portion of loans and borrowings                                             832,744           1,096,235
Total current liabilities                                                           26,761,665          24,221,822

Total liabilities                                                                  587,557,910         921,094,230
Total equity and liabilities                                                       856,996,921         893,008,966

Approved by the Board of Directors on 14 November 2012

ATLATSA RESOURCES CORPORATION (PREVIOUSLY ANOORAQ RESOURCES CORPORATION)
Condensed Consolidated Interim Statements of Comprehensive Loss
For the periods ended 30 September 2012
(Unaudited - Expressed in Canadian Dollars)
                                                 Note                         Three months ended 30 September
                                                                            2012                              2011
 Revenue                                                              43,936,126                        45,278,023
 Cost of sales                                                       (54,107,943)                      (54,978,429)

 Gross loss                                                          (10,171,817)                       (9,700,406)
 Administrative expenses                                              (3,597,531)                       (4,960,444)
 Other income                                                              28,509                            31,764
 Fair value gain on recognition of
                                                                      107,553,023                                 -
 consolidated facility
 Operating profit/(loss)                                               93,812,184                      (14,629,086)
 Finance income                                                             7,068                           165,373
 Finance expense                                                     (23,899,918)                      (22,047,827)

 Net finance expense                                                 (23,892,850)                      (21,882,454)

 Profit/(loss) before income tax
                                                                       69,919,334                      (36,511,540)
 Income tax                                                          (20,124,229)                        6,388,055

 Profit/(loss) for the period                                          49,795,105                      (30,123,515)


 Other comprehensive income/(loss)
 Foreign currency translation differences for
 foreign operations                                                   (2,668,455)                       (1,243,599)
 Effective portion of changes in fair value of
 cash flow hedges                                                               -                                 -
 Reclassification to profit or loss on
 settlement of cash flow hedge                                                  -                                 -
 Other comprehensive loss for the period,
 net of income tax                                                    (2,668,455)                       (1,243,599)

 Total comprehensive income/(loss) for
 the period                                                            47,126,650                      (31,367,114)

 Profit/(loss) attributable to:
 Owners of the Company                                                 67,548,621                      (15,984,182)
 Non-controlling interest                                            (17,753,516)                      (14,139,333)
 Profit/(loss) for the period                                          49,795,105                      (30,123,515)


 Total comprehensive income/(loss)
 attributable to:
 Owners of the Company                                                 70,067,870                      (17,571,170)
 Non-controlling interest                                            (22,941,220)                      (13,795,944)
 Total comprehensive income/(loss) for
 the period                                                            47,126,650                      (31,367,114)


                                                 Note                        Nine months ended 30 September
                                                                            2012                               2011
 Revenue                                                              116,747,710                       111,892,648
 Cost of sales                                                      (159,929,308)                     (158,742,449)

 Gross loss                                                          (43,181,598)                      (46,849,801)
 Administrative expenses                                             (11,779,245)                      (19,559,923)
 Other income                                                              87,890                            86,002
 Fair value gain on recognition of
                                                                      107,553,023                                 -
 consolidated facility
 Operating profit/(loss)                                               52,680,070                      (66,323,722)
 Finance income                                                           267,069                           593,193
 Finance expense                                                     (69,948,366)                      (70,378,830)

 Net finance expense                                                 (69,681,297)                      (67,785,637)

 Profit/(loss) before income tax
                                                                     (17,001,227)                     (136,109,359)
 Income tax                                                          (14,882,302)                       23,763,255
Profit/(loss) for the period                                         (31,883,529)                     (112,346,104)


Other comprehensive income/(loss)
Foreign currency translation differences for
foreign operations                                                      (903,661)                       (8,521,052)
Effective portion of changes in fair value of
cash flow hedges                                                               -                         1,602,501
Reclassification to profit or loss on
settlement of cash flow hedge                                                  -                         2,521,654
Other comprehensive loss for the period,
net of income tax                                                       (903,661)                       (4,126,897)

Total comprehensive income/(loss) for
the period                                                           (32,787,190)                     (116,473,001)

Profit/(loss) attributable to:
Owners of the Company                                                 24,942,186                       (62,873,240)
Non-controlling interest                                             (56,825,715)                      (49,472,864)
Profit/(loss) for the period                                         (31,883,529)                     (112,346,104)


Total comprehensive income/(loss)
attributable to:
Owners of the Company                                                 28,286,796                       (64,738,226)
Non-controlling interest                                             (61,073,986)                      (51,734,775)
Total comprehensive income/(loss) for
the period                                                           (32,787,190)                     (116,473,001)

ATLATSA RESOURCES CORPORATION (PREVIOUSLY ANOORAQ RESOURCES CORPORATION)
Condensed Consolidated Interim Statements of Changes in Equity
For the period ended 30 September 2012
(Unaudited - Expressed in Canadian Dollars)
                                                                           Attributable to equity holders of the Company


                                                              Share Capital               Treasury Shares             Convertible preference
                                                                                                                             shares


 For the period ended 30 September 2011
 Balance at 1 January 2011                                              71,852,588                      (4,991,726)               162,910,000
 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
  Reclassification to profit or loss on settlement of                             -                               -                            -
  cash flow hedge
  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 and distributions to                              114,495                                -                            -
 owners
 Balance at 30 September 2011                                           71,967,083                      (4,991,726)               162,910,000

 For the period ended 30 September 2012
 Balance at 1 January 2012                                              71,967,083                      (4,991,726)               162,910,000
 Acquisition of shares Bokoni Holdco                                              -                               -                            -
 Total comprehensive income/(loss) for the
 period
  Income/(loss) for the period                                                    -                               -                            -
  Other comprehensive income/(loss)
  Foreign currency translation differences                                        -                               -                            -
 Total comprehensive income/(loss) for the                                        -                               -                            -
 period
 Transactions with owners, recorded directly in
 equity
 Contributions by and distributions to owners
    Share-based payment transactions                                              -                               -                            -
     Fair value gain on de-recognition of debt                                    -                               -                            -
 facility
  Total contributions by and distributions to                                     -                               -                            -
 owners
 Balance at 30 September 2012                                           71,967,083                      (4,991,726)               162,910,000


                                                                       Attributable to equity holders of the Company
                                                             Foreign currency           Share-based payment          Hedging reserve
                                                            translation reserve               reserve


 For the period ended 30 September 2011
 Balance at 1 January 2011                                              (5,197,843)                     22,032,571             (4,124,155)
 Total comprehensive income/(loss) for the
 period
  Loss for the period                                                             -                              -                       -
  Other comprehensive income/(loss)
  Foreign currency translation differences                              (5,920,069)                       (69,072)                       -
  Effective portion of changes in fair value of cash                              -                              -              1,602,501
  flow hedges, net of tax
  Reclassification to profit or loss on settlement of                             -                              -              2,521,654
  cash flow hedge
  Total other comprehensive income/(loss)                               (5,920,069)                       (69,072)              4,124,155
 Total comprehensive income/(loss) for the                              (5,920,069)                       (69,072)              4,124,155
 period
 Transactions with owners, recorded directly in
 equity
 Contributions by and distributions to owners
    Common shares issued                                                          -                       (51,495)                       -
    Share-based payment transactions                                              -                      2,102,499                       -
  Total contributions by and distributions to                                     -                      2,051,004                       -
 owners
 Balance at 30 September 2011                                          (11,117,912)                     24,014,503                       -

 For the period ended 30 September 2012
 Balance at 1 January 2012                                             (11,238,333)                     24,042,711                       -
 Acquisition of shares Bokoni Holdco                                              -                              -                       -
 Total comprehensive income/(loss) for the
 period
  Income/(loss) for the period                                                    -                              -                       -
  Other comprehensive income/(loss)
  Foreign currency translation differences                                (638,060)                      (265,601)                       -
 Total comprehensive income/(loss) for the                                (638,060)                      (265,601)                       -
 period
 Transactions with owners, recorded directly in
 equity
 Contributions by and distributions to owners
    Share-based payment transactions                                              -                       771,489                        -
     Fair value gain on de-recognition of debt                                    -                              -                       -
 facility
  Total contributions by and distributions to                                     -                       771,489                        -
 owners
 Balance at 30 September 2012                                          (11,876,393)                     24,548,599                       -


                                                                    Attributable to equity holders of the Company
                                                        Accumulated loss             Total              Non-controlling       Total
                                                                                                           interest


 For the period ended 30 September 2011
 Balance at 1 January 2011                                    (163,519,502)           78,961,933              42,404,014       121,365,947
 Total comprehensive income/(loss) for the
 period
  Loss for the period                                          (62,873,240)          (62,873,240)            (49,472,864)     (112,346,104)
  Other comprehensive income/(loss)
  Foreign currency translation differences                                 -          (5,989,141)             (2,261,911)       (8,251,052)
  Effective portion of changes in fair value of cash                       -            1,602,501                         -      1,602,501
  flow hedges, net of tax
  Reclassification to profit or loss on settlement of                      -            2,521,654                         -      2,521,654
  cash flow hedge
  Total other comprehensive income/(loss)                                  -          (1,864,986)             (2,261,911)       (4,126,897)
 Total comprehensive income/(loss) for the                     (62,873,240)          (64,738,226)            (51,734,775)     (116,473,001)
 period
 Transactions with owners, recorded directly in
 equity
 Contributions by and distributions to owners
    Common shares issued                                                   -               63,000                       -           63,000
    Share-based payment transactions                                       -            2,102,499                       -        2,102,499
  Total contributions by and distributions to                              -            2,165,499                       -        2,165,499
 owners
 Balance at 30 September 2011                                 (226,395,742)            16,389,206             (9,330,761)        7,058,445

 For the period ended 30 September 2012
 Balance at 1 January 2012                                    (245,448,316)           (2,758,581)            (25,326,683)      (28,085,264)
 Acquisition of shares Bokoni Holdco                                       -                      -          197,477,602       197,477,602
 Total comprehensive income/(loss) for the
 period
  Income/(loss) for the period                                   24,942,186            24,942,186            (56,825,715)      (31,883,529)
  Other comprehensive income/(loss)
  Foreign currency translation differences                                 -            (903,661)              4,248,271         3,344,610
 Total comprehensive income/(loss) for the                       24,942,186            24,038,525            (52,577,444)      (28,538,919)
 period
 Transactions with owners, recorded directly in
 equity
 Contributions by and distributions to owners
    Share-based payment transactions                                       -              771,489                      -           771,489
    Fair value gain on de-recognition of debt                              -                    -            127,814,103       127,814,103
 facility
  Total contributions by and distributions to                              -              771,489            127,814,103       128,585,592
 owners
 Balance at 30 September 2012                                 (220,506,130)            22,051,433            247,387,578       269,439,011

ATLATSA RESOURCES CORPORATION (PREVIOUSLY ANOORAQ RESOURCES CORPORATION)
Condensed Consolidated Interim Statements of Cash Flows
For the periods ended 30 September 2012
(Unaudited - Expressed in Canadian Dollars)
                                                          Note               Three months ende 30 September
                                                                               2012                     2011
 Cash flows from operating activities
 Cash utilised by operations                                 9          (10,825,322)             (16,657,875)
 Interest received                                                           60,034                  118,339
 Interest paid                                                                  (20)                       -
 Taxation paid                                                                    -                        -

 Cash utilised by operating activities                                  (10,765,308)             (16,539,536)


 Cash flows from investing activities
 Acquisition of property, plant and equipment                5                    -                   (2,249)
 Acquisition of capital-work-in-progress                     6          (14,246,178)              (5,863,788)
 Acquisition of intangible assets                            7                    -                        -
 Investment in environmental trusts                                        (114,001)                 (96,005)

 Cash utilised by investing activities                                  (14,360,179)              (5,962,087)

 Cash flows from financing activities
 Settlement of interest rate swap                            8                    -                        -
 Funding loan raised – RPM                                   8          315,612,211                        -
 Long term borrowings raised – OCSF                                      25,663,980               20,465,542
 Proceeds on issue of Bokoni Holdings shares                            197,477,614                        -
 Redemption of A Preference shares                                     (401,782,311)                       -
 Repayment of long term borrowings – OCSF                              (110,074,287)                       -
 Repayment of funding loan – RPM                                         (1,233,228)                       -
 Repayment of other loans                                                  (203,940)                       -
 Other loans raised                                                               -                   69,200
 Common shares issued                                                             -                        -
 Cash generated from financing activities                                25,460,039               20,534,742


 Effect of foreign currency translation                                   (629,026)               (1,426,159)

 Net decrease in cash and cash equivalents                                (294,474)               (3,393,040)


 Cash and cash equivalents, beginning of period                          14,895,733               19,240,026


 Cash and cash equivalents, end of period                                14,601,259               15,846,986




                                                          Note              Nine months ended 30 September
                                                                               2012                     2011
 Cash flows from operating activities
 Cash utilised by operations                                 9          (29,878,815)             (38,275,012)
 Interest received                                                          210,969                  449,781
 Interest paid                                                                 (105)                (523,153)
 Taxation paid                                                              (34,604)                      -

 Cash utilised by operating activities                                  (29,702,555)             (38,348,384)


 Cash flows from investing activities
 Acquisition of property, plant and equipment                5               (2,620)                  (2,249)
 Acquisition of capital-work-in-progress                     6          (33,881,767)             (20,352,762)
 Acquisition of intangible assets                            7                    -                 (242,177)
 Investment in environmental trusts                                        (353,924)                (396,032)
Cash utilised by investing activities                                   (34,238,311)             (20,993,265)

Cash flows from financing activities
Settlement of interest rate swap                             8                    -               (3,691,604)
Funding loan raised – RPM                                    8          315,612,211                3,691,604
Long term borrowings raised – OCSF                                       64,300,573               52,447,321
Proceeds on issue of Bokoni Holdings shares                             197,477,614                        -
Redemption of A Preference shares                                      (401,782,311)                       -
Repayment of long term borrowings – OCSF                               (110,074,287)                       -
Repayment of funding loan – RPM                                          (1,233,228)                       -
Repayment of other loans                                                   (859,611)                (492,311)
Other loans raised                                                                -                   69,200
Common shares issued                                                              -                   63,000
Cash generated from financing activities                                 63,440,961               52,087,210


Effect of foreign currency translation                                     (843,844)              (2,663,165)

Net decrease in cash and cash equivalents                                (1,343,749)              (9,917,604)


Cash and cash equivalents, beginning of period                           15,945,008               25,764,590


Cash and cash equivalents, end of period                                 14,601,259               15,846,986

ATLATSA RESOURCES CORPORATION (PREVIOUSLY ANOORAQ RESOURCES CORPORATION)
Notes to the Condensed Consolidated Interim Financial Statements
For the periods ended 30 September 2012
(Unaudited - Expressed in Canadian Dollars)

1.    REPORTING ENTITY

      Atlatsa Resources Corporation (the "Company" or "Atlatsa") is incorporated in the Province of British Columbia, Canada. The
      condensed consolidated interim financial statements of the Company as at and for the three and six months ended 30 June
      2012 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.    GOING CONCERN

      The condensed consolidated interim financial statements are prepared on the basis that the Group will continue as a going
      concern which contemplates the realisation of assets and settlement of liabilities in the normal course of operations as they
      become due.

      As a result of the acquisition of the operating mine in 2009, the Group secured various funding arrangements including
      securing a long-term credit facility, the Operating Cash Flow Shortfall Facility (“OCSF”), with Rustenburg Platinum Mines
      Limited (“RPM”) for an amount of $183.2 million (ZAR 1,470 million). The facility is used to fund operating cash and capital
      requirements for an initial period of three years. As at 30 June 2012, the Group utilised $177.1 million (ZAR 1,421 million),
      excluding interest, thereof to fund operating requirements from 1 July 2009 as the mining operations are not currently
      generating sufficient cash flows to fund operations and operational projects. In addition, RPM has extended the terms of the
      OCSF facility to fund cash shortfalls up to 31 August 2013. The Group has no obligation to repay interest and capital on its
      outstanding loans and borrowings during the next 12 months. With effect from September 28, 2012 RPM and the Group
      agreed to consolidate all of the above mentioned RPM debt facilities into one single debt facility (“consolidated debt facility”)
      as part of the Group’s Restructure Plan.
      As a result of securing the consolidated debt facility, the directors expect that cash flows from mining operations, together with
      funds available from the consolidated debt facility will be sufficient to meet immediate ongoing operating and capital cash
      requirements of the Group, and accordingly the financial statements have been prepared on a going concern basis.

      The Company is in the process of completing the Restructure Plan which will, among others, significantly reduce Group debt
      and thereby improve its financial position.

3.    STATEMENT OF COMPLIANCE

      These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial
      Reporting and the AC 500 Standards as issued by the Accounting Practices Board or its successor. 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 2011. The consolidated financial statements of the Group
      as at and for the year ended 31 December 2011 are available upon request from the Company’s registered office at 82
      Grayston Drive, Sandton, South Africa or at www.sedar.com.

4.    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 2011, except
      for the following standards and interpretations adopted in the current financial year:
      - Amendments to IAS12, Deferred Tax: Recovery of underlying assets
      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:
      - Amendments to IAS 1, Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income (1
        July 2012)
      - Amendments to IAS 19, Employee benefits: Defined benefit plans (effective 1 January 2013)
      - IAS 27, Separate Financial Statements (effective 1 January 2013)
      - IAS 28, Investment in Associates and Joint ventures (effective 1 January 2013)
      - IAS 32, Offsetting Financial Assets and Financial Liabilities (1 January 2014)
      - Amendments to IFRS 7, Disclosures – Offsetting Financial Assets and Financial Liabilities (1 January 2013)
      - IFRS 9, Financial Instruments (effective 1 January 2015)
      - IFRS 9, Additions to IFRS 9 Financial instruments (effective 1 January 2015)
      - IFRS 10, Consolidated Financial Statements (effective 1 January 2013)
      - IFRS 11, Joint Arrangements (effective 1 January 2013)
      - IFRS 12, Disclosure of Interests in Other Entities (effective 1 January 2013)
      - IFRS 13, Fair Value Measurement (effective 1 January 2013)
      - IFRIC 20, Stripping costs in the Production Phase of a Surface Mine (effective 1 January 2013)
                                                                                                          

                                                                                      Nine months        Year ended 31
                                                                                         ended 30             December
                                                                                        September
                                                                                            2012                2011

5.     PROPERTY, PLANT AND EQUIPMENT

Summary

Cost
Balance at beginning of period                                                        876,764,628         1,032,647,854
Additions                                                                               1,873,596                 2,238
Transferred from capital work-in-progress                                              25,841,779            17,168,350
Disposals                                                                                    (955)           (1,087,212)
Adjustment to rehabilitation assets                                                             -             1,050,670
Effect of translation                                                                 (52,192,745)         (173,017,272)
Balance at end of period                                                              852,286,303           876,764,628
Accumulated depreciation and impairment losses
Balance beginning of period                                                            77,840,208            47,741,321
Depreciation for the period                                                            28,894,608            42,075,759
Disposals                                                                                    (361)             (748,144)
Effect of translation                                                                  (5,926,802)          (11,228,728)
Balance at end of period                                                              100,807,653            77,840,208
Carrying value                                                                        751,478,650           798,924,420


6.     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.

Balance at beginning of period                                                          20,826,290            10,311,973
Additions                                                                               33,881,767            28,678,042
Transfer to property, plant and equipment                                              (27,712,756)          (17,168,350)
Capitalisation of borrowing costs                                                        2,434,787             1,777,431
Effect of translation                                                                   (1,628,436)           (2,772,806)
Balance at end of period                                                                27,801,652            20,826,290


Capital work-in-progress is funded through cash generated from operations and available loan facilities.

7.     INTANGIBLE ASSETS

Cost
Balance at beginning of period                                                           3,113,175             3,473,000
Additions                                                                                        -               236,304
Effect of translation                                                                     (180,509)             (596,129)
Balance at end of period                                                                 2,932,666             3,113,175
Accumulated amortisation and impairment losses
Balance beginning of period                                                              1,217,970               192,944
Amortisation for the period                                                                767,921             1,148,618
Effect of translation                                                                     (108,185)             (123,592)
Balance at end of period                                                                 1,877,706             1,217,970
Carrying value                                                                           1,054,960             1,895,205



                                                                                                Nine months    Year ended 31
                                                                                                   ended 30        December
                                                                                                  September            2011
                                                                                                        2012

8.      LOANS AND BORROWINGS

Redeemable “A” preference shares (related party)                                                           -     392,191,315

Rustenburg Platinum Mines – Funding loans (related party)                                                  -     172,650,283

Rustenburg Platinum Mines – Consolidated facility (related party)                                398,015,456               -

Rustenburg Platinum Mines – OCSF (related party)                                                           -     172,991,980

Rustenburg Platinum Mines – Interest free loan (related party)                                     3,428,849       3,639,900

Rustenburg Platinum Mines – commitment fees (related party)                                                -       1,298,865

Other                                                                                              1,991,454       2,780,379

                                                                                                 403,435,759     745,552,722
Short-term portion

Other                                                                                              (832,744)      (1,096,235)

                                                                                                   (832,744)      (1,096,235)

Non-current liabilities                                                                         402,603,015      744,456,487


The carrying value of the Group’s loans and borrowings changed during the period as follows:

Balance at beginning of the period                                                              745,552,722      716,936,362

Rustenburg Platinum Mine – OCSF                                                                  64,300,573       64,851,418

Loans repaid – Rustenburg Platinum Mines                                                       (111,307,514)               -

Loans repaid - other                                                                               (859,611)        (716,317)

Commitment fee capitalised                                                                          (84,282)        (394,063)

Finance expenses accrued                                                                         71,867,740        88,648,310

Funding loan raised – Rustenburg Platinum Mine (related party)                                  315,612,211         3,691,604

Redemption of A Preference shares                                                              (401,782,311)

Capitalisation transaction costs written-off                                                              -         3,834,378

Commitment fee liability                                                                             84,282           394,063

Interest rate swap adjustment                                                                             -           355,852

De-recognition of OCSF and Senior funding loan                                                 (682,365,807)                -

Recognition of consolidated facility                                                            682,365,807                 -

Fair value gain on recognition of consolidated facility                                        (230,105,911)                -

Other                                                                                                     -            86,937

Effect of translation                                                                           (49,842,140)    (132,135,822)

Balance at end of the period                                                                    403,435,759      745,552,722
Short-term portion

Other                                                                                              (832,744)      (1,096,235)

                                                                                                   (832,744)      (1,096,235)

Non-current portion                                                                             402,603,015      744,456,487

Senior Term Loan Facility and Rustenburg Platinum Mines – OCSF

On 28 September 2012, Atlatsa entered into an Amendment and Interim Implementation Agreement pursuant to which Atlatsa implemented the first
phase of the broader restructuring, recapitalization and refinancing transaction, which was first announced by Atlatsa in a news release dated
February 2, 2012.
The first phase of the Restructure Plan involved an amendment to the terms of the Senior Term Loan Facilities Agreement (now a consolidated
facility) dated June 12, 2009 between Plateau, as borrower and RPM, as lender to increase the total loan facility available by approximately $313
million (ZAR2.65 billion). The additional loan proceeds were used to repay the existing OCSF and fund share subscriptions by Plateau into Bokoni
Holdco and by Bokoni Holdco into Bokoni Mine (the “Share Subscriptions”) for the purpose of repayment of certain existing loan facilities by
Plateau, Bokoni Holdco and Bokoni Mine.
The interest rate payable on the debt owing will be reduced to an annual effective rate of 6.23% (linked to the 3-month JIBAR) from the current
effective rate of 12.31%.

9.     CASH UTILISED BY OPERATIONS


                                                                                  Three months ended 30 September

                                                                                              2012                   2011
Loss before income tax                                                                  69,919,334            (36,511,540)
Adjustments for:
Finance expense                                                                         23,899,918             22,047,827
Finance income                                                                              (7,068)              (165,373)
Non-cash items:
Depreciation and amortisation                                                           10,150,446             10,782,132
Equity settled share-based compensation                                                     79,064                461,503
Loss on disposal of property, plant and equipment                                              594                      -
Fair value gain on recognition of new facility                                        (107,553,023)                     -
Profit and loss impact of cash flow hedge                                                        -                      -
Cash utilised before ESOP transactions                                                  (3,510,735)            (3,385,451)
ESOP cash transactions (restricted cash)                                                         -                      -
Cash utilised before working capital changes                                            (3,510,735)           (16,379,859)
Working capital changes
Increase in trade and other receivables                                                 (6,857,336)           (11,255,000)
Increase/(decrease) in trade and other payables                                            786,889             (1,605,551)
Increase in inventories                                                                 (1,244,141)              (411,873)
Cash utilised by operations                                                            (10,825,322)           (16,657,875)




                                                                                    Nine months ended 30 September
                                                                                              2012                    2011
Loss before income tax                                                                 (17,001,227)           (136,109,359)
Adjustments for:
Finance expense                                                                         69,948,366              70,378,830
Finance income                                                                            (267,069)               (593,193)
Non-cash items:
Depreciation and amortisation                                                           29,662,529              33,149,385
Equity settled share-based compensation                                                    572,565               2,102,499
Loss on disposal of property, plant and equipment                                              594                  17,752
Fair value gain on recognition of new facility                                        (107,553,023)                      -
Profit and loss impact of cash flow hedge                                                        -               2,614,359
Cash utilised before ESOP transactions                                                 (24,637,265)            (28,439,727)
ESOP cash transactions (restricted cash)                                                   258,156                       -
Cash utilised before working capital changes                                           (24,379,109)            (25,027,993)
Working capital changes
Increase in trade and other receivables                                                 (8,681,157)             (4,940,473)
Increase/(decrease) in trade and other payables                                          4,408,454              (4,166,937)
Increase in inventories                                                                 (1,227,003)               (727,875)
Cash utilised by operations                                                            (29,878,815)            (38,275,012)

10.    SEGMENT INFORMATION
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 (the Group’s chief operating decision maker) 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.

The CEO considers earnings before net finance expense, income tax, depreciation and amortisation (“EBITDA”) to be an appropriate measure of
each segment’s performance. Accordingly, the EBITDA for each segment is included in the segment information. All external revenue is
generated by the Bokoni Mine segment.

                                                  Nine months ended 30 September 2012


                                   Bokoni Mine                      Projects                        Total      Note
EBITDA                             (23,494,677)                      (33,876)                 (23,528,553)      (i)
Total Assets                       868,134,086                     3,239,657                  871,373,743      (ii)

                                                  Nine months ended 30 September 2011


                                   Bokoni Mine                      Projects                         Total     Note
EBITDA                             (24,946,917)                     (587,002)                  (25,533,919)     (i)
Total Assets                       932,911,055                     9,951,787                   942,862,842     (ii)


                                                 Three months ended 30 September 2012

                                   Bokoni Mine                     Projects                          Total     Note
EBITDA                              (3,283,454)                      (2,940)                    (3,286,394)    (i)



                                                 Three months ended 30 September 2011


                                    Bokoni Mine                    Projects                       Total        Note
EBITDA                               (2,513,945)                    (40,970)                   (2,554,915)      (i)

                                                                                     2012                    2011
(i)    EBITDA – nine months ended
       EBITDA for reportable segments                                          (23,528,553)            (25,533,919)
       Net finance expense                                                     (69,681,297)            (69,785,637)
       Depreciation and amortisation                                           (29,662,529)            (33,149,385)
       Corporate and consolidation adjustments                                 101,416,042              (7,640,418)
       Consolidated loss before income tax                                      (21,456,337)          (136,109,359)


       EBITDA - three months ended
       EBITDA for reportable segments                                           (3,286,394)             (2,554,915)
       Net finance expense                                                     (23,892,850)            (21,882,454)
       Depreciation and amortisation                                           (10,504,446)            (10,782,132)
       Corporate and consolidation adjustments                                 103,147,914              (1,292,039)
       Consolidated loss before income tax                                      65,464,224             (36,511,540)

(ii)   Total assets
       Assets for reportable segments                                          871,373,743             942,862,842
      Corporate and consolidation adjustments                                  (99,895,780)            (16,409,332)
      Consolidated total assets                                                751,477,963             926,453,510


11. EARNINGS PER SHARE

The basic and diluted earnings/(loss) per share for the three and nine months ended 30 September 2012 was 16 cents (2011: (4) cents) and 6
cents (2011: (15) cents) respectively.

The calculation of basic and diluted earnings/(loss) per share for the three months ended 30 September 2012 of 16 cents (2011: (4) cents) is
based on the earnings/(loss) attributable to owners of the Company of $67,548,621 (2011: ($15,984,182)) and a weighted average number of
basic shares of 424,791,411 (2011: 424,764,699).

The calculation of basic earnings/(loss) per share for the nine months ended 30 September 2012 of 6 cents (2011: (15) cents) is based on the
earnings/(loss) attributable to owners of the Company of $24,942,186 (2011: ($62,873,240)) and a weighted average number of shares of
424,791,411 (2010: 424,764,699).

Share options have no dilutive effect.

12. HEADLINE AND DILUTED HEADLINE EARNINGS PER SHARE
Headline earnings per share is calculated by dividing headline earnings attributable to shareholders of the Company by the weighted average
number of ordinary shares in issue during the period. Diluted headline earnings per share is determined by adjusting the headline earnings
attributable to shareholders of the Company and the weighted average number of ordinary shares in issue during the period, for the effects of all
dilutive potential ordinary shares, which comprise share options granted to employees.

Headline earnings per share

The calculation of headline earnings/(loss) per share for the three months ended 30 September 2012 of 16 cents (2011: (4) cents) is based on
headline earnings/(loss) of $67,548,621 (2011: ($15,984,182)) and a weighted average number of shares of 424,791,411 (2011: 424,764,699).

The calculation of headline earnings/(loss) per share for the nine months ended 30 September 2012 of 6 cents (2011: (15) cents) is based on
headline earnings/(loss) of $24,942,186 (2011: ($62,873,240)) and a weighted average number of shares of 424,791,411 (2011: 424,764,699).

The following adjustments to loss attributable to owners of the Company were taken into account in the calculation of headline loss attributable to
owners of the Company:

                                                                                                        Three months ended 30 September
                                                                                                   2012                                   2011
Earnings/ (loss) attributable to shareholders of the Company                                 67,548,621                            (15,984,182)
- Loss on disposal of property, plant and equipment                                                 594                                 17,929
Headline earnings/(loss) attributable to owners of the Company                               67,549,215                            (15,966,253)


                                                                                        Nine months ended 30 September
                                                                                                   2012                                   2011
Earnings/ (loss) attributable to shareholders of the Company                                 24,942,186                            (62,873,240)
- Loss on disposal of property, plant and equipment                                                 594                                 17,929
Headline earnings/(loss) attributable to owners of the Company                               24,942,780                            (62,855,311)



The calculation of diluted headline earnings/(loss) per share for the three months ended 30 September 2012 of 16 cents (2011: (4) cents) is based
on headline earnings/(loss) of $67,549,215 (2011: ($15,966,253)) and a weighted average number of shares of 424,791,411 (2011: 424,764,699).

The calculation of diluted headline earnings/(loss) per share for the nine months ended 30 September 2012 of 6 cents (2011: (15 ) cents) is based
on headline earnings/(loss) of $24,942,780 (2011: ($62,855,311)) and a weighted average number of shares of 424,791,411 (2011: 424,764,699).

Share options were excluded in determining diluted weighted average number of common shares as they no effect.

There are no reconciling items between headline loss and diluted headline loss.

13. SUBSEQUENT EVENTS

There have been no events that have occurred after the reporting date that would have a material impact on the reported results.

Johannesburg
14 November 2012

JSE Sponsor
Macquarie First South Capital (Pty) Limited

Date: 14/11/2012 04:00:00 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.

Share This Story