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PETMIN LIMITED - Condensed Consolidated Interim Financial Statements for the six months ended 31 December 2012

Release Date: 04/03/2013 08:33
Code(s): PET     PDF:  
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Condensed Consolidated Interim Financial Statements for the six months ended 31 December 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 Consolidated Interim Financial Statements
for the six months ended 31 December 2012

"Somkhele project on track to deliver increased production and revenues after experiencing a difficult
operating environment in the last quarter of CY 2012"

Salient features

-  R161 million net cash flow generated by operations despite difficult conditions including:
     unusually high rainfall; and
     an unprotected strike by contractor employees
- Third plant at Somkhele commissioned in February 2013
- Extension to mining licence at Somkhele anthracite mine secured
- New banking facilities of R325 million secured
- Shareholding in NAIC increased to 22.5% as significant progress is made at the project
- Updated resource statement for NAIC confirms 594 million tonnes of sand grading at 9.53% heavy minerals
  of which 37.46% is Fe2O3 equivalent
- Proceeds on sale of SamQuarz received

Condensed Consolidated Interim Income Statement
for the six months ended 31 December 2012
                                                                                     Reviewed          Reviewed
                                                                                   Six months        Six months         Audited
                                                                                        ended             ended      Year ended
                                                                                  31 December       31 December         30 June
                                                                                         2012              2011            2012
                                                                          Note          R'000             R'000           R'000
Revenue                                                                               357 633           216 328         516 303
Cost of sales                                                                       (292 949)         (165 367)       (360 461)
Gross profit                                                                           64 684            50 961         155 842
Operating income                                                                        1 854            17 968           6 532
Administration expenses                                                              (12 349)          (12 635)        (20 611)
Results from operating activities                                                      54 189            56 294         141 763
   Mark to market of listed securities                                               (2 003)           (2 396)        (20 234)
Net finance (expense)/income                                                          (7 109)              173          (6 988)
   Finance income                                                                      1 918             1 926           2 936
   Finance expenses                                                                  (9 027)           (1 753)         (9 924)
Separately disclosed items:
Impairment loss on exploration asset                                                                                 (18 841)
Fair-value gain on investment in jointly controlled entity                                                              3 404
Share of losses of equity accounted investees                                           (655)                          (1 707)
Profit before income tax                                                               44 422            54 071          97 397
Income tax expense                                                                   (14 291)          (18 428)        (41 377)
Profit for the period from continuing operations                                       30 131            35 643          56 020
Profit for the period from discontinuing operations (net of income tax)                                 11 380          38 517
Profit on sale of subsidiary                                                                                           18 145
Profit for the period                                                                  30 131            47 023         112 682
Earnings per share
Basic earnings per ordinary share (cents)                                    6           5.22              8.15           19.53
Diluted earnings per ordinary share (cents)                                  6           5.22              8.01           19.24
Earnings per share from continuing operations
Basic earnings per ordinary share (cents)                                    6           5.22              6.18            9.71
Diluted earnings per ordinary share (cents)                                  6           5.22              6.07            9.56

Condensed Consolidated Interim Statement of Comprehensive Income
for the six months ended 31 December 2012
                                                                     Reviewed        Reviewed
                                                                   Six months      Six months       Audited
                                                                        ended           ended    Year ended
                                                                  31 December     31 December       30 June
                                                                         2012            2011          2012
                                                                        R'000           R'000         R'000
Profit for the period                                                  30 131          47 023       112 682
Other comprehensive income
Foreign currency translation differences                                2 111           3 243         3 877
Effective portion of changes in fair value of cash flow hedges                       (4 370)             
Other comprehensive income for the period, net of income tax            2 111         (1 127)         3 877
Total comprehensive income for the period                              32 242          45 896       116 559

Condensed Consolidated Interim Statement of Financial Position
at 31 December 2012
                                                                      Reviewed        Reviewed
                                                                    Six months      Six months        Audited
                                                                         ended           ended     Year ended
                                                                   31 December     31 December        30 June
                                                                          2012            2011           2012
                                                                         R'000           R'000          R'000
ASSETS
Non-current assets                                                   1 765 402       1 362 551      1 541 541
 Property, plant and equipment                                       1 265 868         860 612      1 042 840
 Intangible assets                                                                        629              
 Investment in equity accounted investee                               468 757         470 145        468 757
 Investments                                                            30 777          31 165         29 944
Current assets                                                         239 563         468 466        494 701
 Inventories                                                            86 661          29 642        100 312
 Trade and other receivables                                           146 207         101 934        111 741
 Receivable on sale of subsidiary                                        1 158                       281 064
 Current tax assets                                                      2 772           4 655              
 Cash and cash equivalents                                               2 765          26 524          1 584
 Assets classified as held for sale                                                   305 711              
Total assets                                                         2 004 965       1 831 017      2 036 242
EQUITY AND LIABILITIES
Ordinary share capital and reserves                                  1 409 952       1 334 995      1 405 188
 Share capital                                                         143 589         143 763        143 763
 Share premium                                                         332 759         334 105        334 104
 Share option reserve                                                    6 303           3 978          3 508
 Hedging reserve                                                                      (4 370)             
 Foreign currency translation reserve                                    5 669           2 924          3 558
 Retained earnings                                                     921 632         854 595        920 255
Non-current liabilities                                                391 600         260 422        262 502
 Interest-bearing loans and borrowings                                 183 553          90 048         68 074
 Deferred taxation liabilities                                         184 727         149 525        172 233
 Environmental rehabilitation provision                                 23 320          20 849         22 195
Current liabilities                                                    203 413         235 600        368 552
 Trade and other payables                                              135 054          97 697        157 968
 Current portion of interest-bearing loans and borrowings               35 799          23 466         59 590
 Current tax liabilities                                                                             34 816
 Shareholders for dividend                                               1 366           1 419          1 287
 Bank overdraft                                                         31 194                       114 891
 Liabilities classified as held for sale                                              113 018              
Total equity and liabilities                                         2 004 965       1 831 017      2 036 242

Condensed Consolidated Interim Statement of Cash Flows
for the six months ended 31 December 2012
                                                                                         Reviewed         Reveiwed
                                                                                       Six months       Six months        Audited
                                                                                            ended            ended     Year ended
                                                                                      31 December      31 December        30 June
                                                                                             2012             2011           2012
                                                                             Note           R'000            R'000          R'000
Profit from operations before finance (expense)/income                                     54 189           72 089        193 865
Adjustments for:
 depreciation and amortisation                                                           154 185          110 605        261 041
 fair value of derivatives included in payables/receivables                                              (4 370)              
 impairment charges                                                                                        2 715              
 notional interest                                                                         1 125            1 421          3 014
 (profit)/loss on disposal of property, plant and equipment                                                               (17)
 management share options granted                                                          2 795            1 269            962
Operating cash flows before changes in working capital                                    212 294          183 729        458 865
(Increase)/Decrease in trade and other receivables                                       (35 783)           18 872         12 453
Decrease in current receivable on sale of subsidiary                                      279 906                              
Decrease/(Increase) in inventories                                                         13 651         (12 167)       (88 760)
(Decrease)/Increase in trade and other payables                                          (22 463)            8 877         66 781
Cash generated by operations                                                              447 605          199 311        449 339
Income tax refunded/(paid)                                                               (37 588)              782          1 425
Finance income                                                                              1 918            2 054          4 010
Finance expenses                                                                          (9 027)          (1 870)       (10 958)
Net cash flow from operating activities                                                   402 908          200 277        443 816
Cash flows from investing activities
Investment in jointly controlled entities                                                 (28 692)        (22 964)       (45 716)
Investment in listed shares                                                                (2 836)                      (16 616)
Acquisition of property, plant and equipment                                             (347 906)       (339 417)      (688 548)
 to expand operations                                                                    (90 163)       (173 587)      (270 707)
 to expand operations  capitalised pre-strip                                  8        (256 416)       (159 313)      (405 558)
 to maintain operations                                                                   (1 327)          6 517)       (12 283)
Proceeds on sale of subsidiary, net of cash disposed                                                                   (23 889)
Proceeds from sale of property, plant and equipment                                                                          24
Net cash flows used in investing activities                                             (379 434)        (362 381)      (774 745)
Cash flows from financing activities
Proceeds from specific and general share issues for cash during the period                                  3 335          3 331
Treasury shares acquired                                                                  (1 518)          (9 590)        (9 590)
Payment on options forfeited                                                                                              (160)
Repayment of borrowings                                                                  (58 312)         (11 987)       (29 189)
Increase in borrowings                                                                    150 000            2 139          6 984
Dividends paid                                                                           (28 766)         (22 654)       (22 785)
Net cash flows from financing activities                                                   61 404         (38 757)       (51 409)
Net increase/(decrease) in cash and cash equivalents                                       84 878        (200 861)      (382 338)
Cash and cash equivalents at beginning of period                                        (113 307)          269 031        269 031
Cash and cash equivalents at end of period                                               (28 429)           68 170      (113 307)
Transferred to assets held for sale                                                                      (41 646)              
Cash and cash equivalents at end of the period  continuing operations                   (28 429)           26 524      (113 307)

Condensed Consolidated Interim Statement of Changes in Equity
for the six months ended 31 December 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 30 June 2011                                  143 398      337 807       5 627           (319)      830 649     1 317 162
Total comprehensive income for the period                                                        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 period                                        (160)                                    (160)
 Treasury shares acquired during the period                (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
Total comprehensive income for the period                                                        2 111       30 131        32 242
 Profit for the period                                                                                      30 131        30 131
 Foreign currency translation differences                                                        2 111                     2 111
Transactions with owners, recorded directly in equity      (174)      (1 345)       2 795                    (28 754)      (27 478)
 Treasury shares acquired during the period                (174)      (1 345)                                             (1 519)
 Share options granted                                                            2 795                                    2 795
 Dividend paid                                                                                            (28 754)      (28 754)
Balance at 31 December 2012                              143 589      332 759       6 303           5 669      921 632     1 409 952

Segment reporting
Segment information is presented in the condensed consolidated interim financial statements in respect of the Group's segments.
The segment reporting format reflects the Group's management and internal reporting structure as reviewed by the chief operating
decision-makers.

Segment revenue represents revenue from external customers. There was no intersegment 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.

Segment Report
for the six months ended 31 December 2012
                                                                     Silica (Discontinued)                 Anthracite              Business of Tomorrow          Other (Corporate office)                  Eliminations                               Consolidated
                                                         Six months   Six months         Year   Six months   Six months       Year  Six months  Six months     Year   Six months  Six months        Year   Six months  Six months      Year  Six months    Six months         Year
                                              Units           ended        ended       ended         ended        ended      ended       ended      ended      ended       ended       ended       ended        ended       ended     ended       ended         ended        ended
                                                 of     31 December  31 December     30 June   31 December  31 December    30 June 31 December 31 December   30 June 31 December 31 December     30 June  31 December 31 December   30 June 31 December   31 December      30 June
                                            measure            2012         2011        2012          2012         2011       2012        2012        2011      2012        2012        2011        2012         2012        2011      2012        2012          2011         2012
Saleable tonnes produced                   (tonnes)                     680 312   1 245 406       293 765      203 425    637 220                                                                                                     293 765       883 737    1 882 626
Tonnes sold                                (tonnes)                     628 870   1 135 807       370 562      227 041    546 051                                                                                                     370 562       855 911    1 681 858
Segment revenue                               R'000                      94 436     174 846       357 633      216 328    516 303                                                                                                     357 633       310 764      691 149
Segment revenue per tonne sold            (R/tonne)                     R150.17     R153.94       R965.11      R952.81    R945.52
Segment finance (expense)/income
Finance income                                R'000                         128       1 074             6          256                                                1 912       1 670       2 936                                       1 918         2 054        4 010
Mark to market of listed securities           R'000                                                                              (2 003)             (20 234)                                                                      (2 003)                  (20 234)
Finance expense                               R'000                       (118)     (1 034)       (6 356)      (1 482)    (7 201)                                    (2 671)     (2 667)     (2 723)                                     (9 027)       (4 267)     (10 958)
Segment profit per tonne sold             (R/tonne)                      R25.13      R25.37       R137.73      R247.69    R249.90
 segment result                              R'000                      15 803      48 667        51 038       56 235    136 458     (2 683)       (136)  (40 782)     (3 933)     (2 027)      61 624                                      44 422        69 875      205 967
Impairment loss on goodwill acquired          R'000                                                                                                                                                                                                             
Segment tax (expense)                         R'000                     (4 425)    (13 627)      (14 291)     (16 120)    (38 760)                                              (2 308)    (40 898)                                    (14 291)      (22 853)     (93 285)
Segment profit/(loss) after tax               R'000                      11 378      35 040        36 747       40 115      97 698    (2 683)       (136)  (40 782)     (3 933)     (4 335)      20 726                                      30 131        47 022      112 682
Segment capital expenditure  combined        R'000                      20 516      35 858       345 329      286 115     616 644      8 437      32 744     3 308      12 273          42      32 738     (18 133)                         347 906       339 417      688 548
Segment capital expenditure                   R'000                      20 516      35 858        88 913      126 802     211 615      8 437      32 744     3 308      12 273          42      32 738     (18 133)                          91 490       180 104      283 519
Segment capital expenditure  pre-strip*      R'000                                             256 416      159 313     405 029                                                                                                    256 416       159 313      405 029
Segment depreciation  combined               R'000                      10 647                  153 978       98 476     258 706                                       207         222         445                                     154 185       109 345      259 151
Segment depreciation                          R'000                      10 647                   12 314        8 819      30 361                                       207         222         445                                      12 521        19 688       30 806
Segment depreciation  pre-strip*             R'000                                             141 664       89 657     228 345                                                                                                    141 664        89 657      228 345
Share option costs included in segment
 profit/(loss) before tax                     R'000                                                                                                               2 795       1 429         962                                       2 795         1 429          962
Segment assets                                R'000                     305 711                1 343 204      876 746   1 106 627    612 358     586 225   575 819     566 535     373 920     750 819    (517 132)   (311 585)  (397 023)  2 004 965     1 831 017    2 036 242
Segment liabilities                           R'000                     113 018                  838 950      470 440     639 210      2 065       1 495     2 106      43 869      20 712     201 580    (289 871)   (109 643)  (211 842)    595 013       496 022      631 054
 
*See note 8.

Notes to the Condensed Consolidated Interim Financial Statements
for the six months ended 31 December 2012

1.  Reporting entity
    Petmin is a Company domiciled in South Africa. The condensed consolidated interim financial statements of the Group for the six months ended 31 December 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 consolidated interim financial statements were authorised for issue by the directors on 28 February 2013.

2.  Statement of compliance
    The condensed consolidated interim financial statements have been prepared under the supervision of Petmin's Financial Director, Mr BP Tanner CA(SA), and in accordance with the recognition, measurement,
    presentation and disclosure requirements of IAS 34  Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting Pronouncements
    as issued by the Financial Reporting Standards Council and the South African Companies Act, 2008. The condensed consolidated interim financial statements do not include all of the information required
    for full annual financial statement purposes and should be read in conjunction with the consolidated annual financial statements for the year ended 30 June 2012, 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 interim financial statements and are consistent to those applied by the Group
    in its consolidated financial statements as at and for the year ended 30 June 2012.

    Functional and presentation currency
    The condensed consolidated interim 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 consolidated interim financial statements, in conformity with IAS 34  Interim Financial Reporting, requires management to make judgements, estimates and assumptions that
    affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors
    that are believed to be reasonable under the circumstances, the results of which form the basis for making the judgements about carrying values of assets and liabilities that are not readily apparent from
    other sources. Actual results may differ from these estimates.

    The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that
    period or in the period of the revision and future periods if the revision affects both current and future periods.

    The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated annual financial
    statements as at and for the year ended 30 June 2012.

5.  Review of results
    The results of the Group as set out in these condensed consolidated interim financial statements have been reviewed by the Group's independent auditors, KPMG Inc. The unqualified review report is available
    for inspection at the Group's registered office.

6.  Earnings and diluted earnings per share
    Earnings per share ("EPS") are based on the Group's profit for the period, divided by the weighted average number of shares in issue during the period.

                                                                       Reviewed                                        Reviewed                                     Audited
                                                                   Six months ended                                Six months ended                                Year ended
                                                                   31 December 2012                                31 December 2011                               30 June 2012
                                                           Profit for        Number of             Per      Profit for       Number of         Per  Profit for       Number of        Per
                                                           the period        shares in           share      the period       shares in       share    the year       shares in      share
                                                                R'000        thousands        in cents           R'000       thousands    in cents       R'000       thousands   in cents
Basic EPS                                                      30 131          576 908            5.22          47 023         576 908        8.15     112 682         576 908      19.53
Share options(*)                                                                                                            10 147      (0.14)                      8 771     (0.29)
Diluted EPS                                                    30 131          576 908            5.22          47 023         587 055        8.01     112 682         585 679      19.24
Headline EPS
Headline EPS is based on the Groups headline earnings divided by the weighted average number of shares in issue during the period.
Reconciliation between earnings and
headline earnings per share
Basic EPS                                                      30 131          576 908           5.22          47 023          576 908        8.15     112 682         576 908      19.53
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                                                   30 131          576 908           5.22          47 023          576 908        8.15     109 974         576 908      19.06
Share options(*)                                                                                                            10 147      (0.14)                      8 771     (0.28)
Diluted headline EPS                                           30 131          576 908           5.22          47 023          587 055        8.01     109 974         585 679      18.78
Reconciliation between EPS and EPS from
continuing operations
Basic EPS                                                      30 131          576 908           5.22          47 023          576 908        8.15     112 682         576 908     19.53
Profit for the period from discontinued operations                                                        (11 380)                      (1.97)    (38 517)                    (6.68)
Profit on sale of discontinued operation                                                                                                        (18 145)                    (3.14)
EPS from continuing operations                                 30 131          576 908           5.22          35 643          576 908        6.18      56 020         576 908       9.71
Share options(*)                                                                                                            10 147      (0.11)                      8 771     (0.15)
Diluted headline EPS                                           30 131          576 908           5.22          35 643          587 055        6.07      56 020         585 679       9.56

    *The impact of the share options in the period ended 31 December 2012 is antidilutive and has therefore been ignored.
    The EPS from continuing operations in the six months ended 31 December 2012 were negatively affected by the mining sector strike and the excessive rainfall encountered in KwaZulu-Natal in the period
    under review. See the management commentary for more information.

7.  Investment in Jointly Controlled entities
    As previously announced, in the six months ended 31 December 2012 Petmin has made the following investments:

    7.1  Investment in North Atlantic Iron Corporation ("NAIC")
         On 16 August 2012, Petmin announced that it had invested an additional US$4.5 million [approximately R37 million] (2011: US$2 million [approximately R14 million]) in the jointly managed NAIC,
         acquiring an additional 5.5% interest to take Petmin's shareholding in NAIC to 22.5%. Petmin's investment in NAIC has been proportionately consolidated in accordance with the accounting policy for
         investments in jointly controlled entities.

    7.2  Red Crescent Resources Limited ("RCR")
         Petmin invested C$0.3 million [approximately R3 million] (2011: C$3.1 million [approximately R23 million]) to maintain its equity holding in RCR at approximately 10.1% following a private placement
         by RCR to recapitalise the business and to settle debt.

8.  Capital pre-stripping
    It is Petmin's accounting policy to record the pre-strip capital of R256 million (2011: R159 million) as "capital". The true cash capital expenditure amount is the net amount recognised in property, plant
    and equipment during the year, ie R114 million (2011: R70 million), being pre-strip capital of R256 million less amortisation of R142 million (2011: capital of R159 million and amortisation of R89 million).
    The amortisation represents the 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 the six months ended 31 December 2012 reflects the increased expenditure to ensure supply of run-of-mine coal to feed both the existing and the second plant, which was
    commissioned in early CY 2012, at Somkhele.

9.  Cash proceeds received for the sale of SamQuarz
    During the six months ended 31 December 2012, Petmin received R280 million of the proceeds on the sale of SamQuarz in cash.

10. 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 ("Standard Bank").

11. Banking facilities secured
    During the period under review, the Group signed term loan facilities with Standard Bank, our bankers since inception, securing, in addition to the existing R100 million overdraft facilities, new medium-term
    debt facilities of R225 million (Facility A) and a R100 million (Facility B) revolving credit facility. At 31 December 2012, Petmin had drawn R150 million against the medium-term and revolving credit facilities.
    The loans bear interest at the Johannesburg Interbank Agreed Rate ("JIBAR") plus 3.4% (Facility A) and JIBAR plus 2.85% for Facility B. Facility A is repayable in quarterly capital instalments commencing in
    December 2014 and ending in December 2017. Facility B is repayable in one capital instalment on maturity in December 2015. Both facilities are subject to cash sweep calculations that apply surplus funds to
    the earlier settlement of this debt. As security, Tendele Coal Mining (Pty) Limited and Petmin Limited have ceded their bank accounts to Standard Bank and have provided General Notarial Bonds over their
    movable assets other than Tendele's investment in the mining joint venture referred to in note 13.1 below and other than Petmin's investment in NAIC. In addition, Tendele has provided a Special Notarial
    Bond over its moveable property (other than the second plant which is bonded under a pre-existing finance agreement).

12. Related parties
    The Group entered into various transactions with related parties which occurred under terms that are no more favourable than those arranged with independent third parties.

13. Subsequent events
    13.1  Joint venture agreement  mining contractor
          Subsequent to 31 December 2012, Tendele finalised an agreement with Sandton Plant Hire (Pty) Limited ("SPH"), the mining contractor at Tendele since inception. A new Joint Venture ("JV") has
          been established and Tendele will initially have 50% of the JV and SPH will have 50%. A joint management team has been established. The JV provides Tendele with more control to ensure improved
          production and efficiency in the mining processes. Tendele has also assumed responsibility for all human resources functions of the JV, ensuring that all labour practices are standardised on the Mine.
          Mining costs amounts to some 67% of all cash operating costs at Tendele and, by entering the JV, Tendele will furthermore share in the margins of the JV. The JV utilises plant and machinery to the
          value of R276 million and Tendele intends to provide a guarantee limited to R100 million to ABSA, the lenders to the JV. Upon signature of the agreement, Petmin paid R62 million on loan account
          for its share of the JV funding requirements.

    13.2  Other subsequent events
          There have been no other events that have occurred subsequent to 31 December 2012 and before the condensed consolidated interim 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 six months ended 31 December 2012
(i)  General overview of performance
     Petmin invested R238 million (2011: R273 million) to deliver on its growth and diversification strategy. R115 million was spent on pre-stripping the open pits, R45 million on the third wash-
     plant at Somkhele, R8 million on the second wash plant at Somkhele (primarily for diesel generators for back-up power supply), R10 million on exploration in Areas 4 and 5, R6 million
     development of the Luhlanga mining area, R29 million was spent on acquiring an additional 5.5% of NAIC, R3 million on acquiring 6.5 million shares and warrants in RCR, Petmin's share of
     the capital expenditure at NAIC amounted to R13 million, with sundry other items amounting to R9 million.

     Petmin's earnings per share from continuing operations were down 16% from 2011, reflecting the difficult operating environment experienced by the mining industry in South Africa and
     KwaZulu-Natal during that period. Management is confident that these difficulties have been largely overcome and Somkhele is
 now operating at its budgeted production levels. For a more
     detailed discussion on the production issues at Somkhele, please refer to the commentary on the Anthracite division below.
     Despite the difficult operating conditions, the Group's operations remain cash-generative, generating R161 million (2011: R200 million). The R161 million is calculated as follows: R403 million
     net cash flow from operations, less the after-tax amount of R242 million received for the sale of SamQuarz.

     Profit after tax was down 36% to R30 million (2011: R47 million). The profit from ongoing operations on a like-for-like basis (taking into account that SamQuarz has been sold) decreased by
     16% to R30 million (2011: R36 million).

     Petmin's interest-bearing debt to equity ratio increased to 17.77% from the 17.25% recorded at 30 June 2012 as Petmin drew R150 million of the new loan facilities amounting to R325 million
     negotiated with Standard Bank, settled an asset-backed loan of R22 million, and settled the loan from SamQuarz R23 million.

     Anthracite division
     Somkhele anthracite mine
     Production in the six months ended 31 December 2012 at Somkhele was severely constrained by:
     -	 the unprotected strike by contractor employees (see announcements released on the Securities Exchange News Services and on RNS dated 28 September 2012 and 8 October 2012);
         and
     -	 unusually high rainfall encountered in KwaZulu-Natal during November and December 2012 which prevented the delivery of coal from the open pits.
     
     In the six months ended 31 December 2012, Somkhele lost a total of 42 production days to the strike and rainfall.
     The approximate quantitative effect of the above is summarised below:

Reason                                               Production days lost        ROM tonnes shortfall   Anthracite saleable tonnes shortfall
Strike                                               15 days                     127 500                53 550
Rainfall                                             15 days (27  12 planned)   127 500                53 550
Total                                                30 days                     255 000                107 100
Total saleable tonnes produced to 31 December 2012                                                      293 765
Percentage tonnes lost                                                                                  27%

At the end of December 2012, Somkhele had 192 000 tonnes of exposed coal (coal that is available in the pits to be loaded and hauled to the wash plants) that could not be delivered to
the wash plants during December 2012 due to the heavy rainfall. At the time of this report, these sections have been de-watered to grant access to the coal and the mine is operating at
budgeted levels.

In the six months ended 31 December 2012, Somkhele maintained its expected sales volumes and prices as demand remained steady and deliveries were made from stockpiles on hand.
Production at Somkhele increased by 44% to 293 765 tonnes (2011: 203 425 tonnes) of saleable anthracite in the six months to 31 December 2012 and tonnes sold increased by 63% to
370 562 tonnes (2011: 227 041 tonnes). Although production increased by 44%, infrastructure and staff contingent were geared for a 100% increase in production, consequently profit margins
were negatively affected.

The significant capital investment in Somkhele during the past two years is largely completed and Tendele is now geared to annually produce some 1.2 million tonnes of anthracite and some
480 000 tonnes of energy product from the newly commissioned third plant.

During the period under review a new order mining right was obtained for the Luhlanga area. Once the Luhlanga mining area is in production (expected to commence in April 2013), Somkhele
will operate in four different pit areas that will provide the flexibility to blend production to supply improved qualities and to reduce the risk of production delays should production in one
of the pits be delayed.


     Following severe rains in January 2013, production levels have returned to normal. In order to mitigate the impact of rain on production going forward, Somkhele has commenced a campaign
     to stockpile ROM coal at the pit-head so that it may still be delivered to the wash plants in the event of sustained heavy rainfall. The aim of the campaign is to ensure some 100 000 ROM
     material on stockpile that will allow the plants to operate at full capacity for 10 days in the event that the pits can't be accessed due to rain. At the time of writing this report, some 86 000
     ROM tonnes are on the stockpile.

     With production levels improving and an anthracite market that is showing reasonable demand at prices better than during the previous six months, Petmin expects production from Somkhele
     to increase significantly in the six months ending 30 June 2013.

     Construction of a third processing plant progressed well and this plant is being commissioned and has commenced producing coal for the energy market in February 2013. Somkhele secured a
     new five-year take-or-pay agreement to supply 25 000 tonnes per month of product into the energy market commencing in Q1 2013 at an initial price of R170 per tonne, escalating annually.

     Silica division  SamQuarz silica mine
     During the six months ended 31 December 2012, Petmin received R280 million of the R281.1 million cash proceeds on the sale of the SamQuarz silica mine.
     Business of Tomorrow division
     Petmin's strategy is to focus on the steel value chain and commodities required for infrastructure development and urbanisation.

     During the six months ended 31 December 2012, Petmin made the following investments:

     North Atlantic Iron Corporation ("NAIC")
     At the jointly managed NAIC, a pilot mineral processing plant was commissioned alongside the NAIC resource in Goose Bay, Labrador, producing its first concentrate during August 2012.

     The initial concentrate test results are in line with our expectations and are encouraging.

     NAIC currently has an inferred resource 594 million tonnes at 9.53 wt % of which 37.46% is FE2O3 from which NAIC produces a 54% FE contained concentrate, a quality feed-stock for
     high-purity pig iron production. An updated NI43-101 compliant statement published by SRK Consulting in February 2013 confirms an indicated resource of 334 million tonnes with a further
     260 million tonnes in the inferred category. The tonnage has not been discounted for containing clay. The resource statement is based on just 3% of NAIC's 450 km2 claim.

     Iron Bird Resources Plc. ("Iron Bird")
     As previously announced, 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 six months ended 31 December 2012, Petmin invested C$325 000 (2011: C$3 055 000) to acquire 6.5 million shares in RCR together with 6.5 million share warrants that provide the
     holder with the right to acquire RCR shares for 7 Canadian cents per share for three years. The investment maintains Petmin's shareholding in RCR at approximately 10% following a private
     placement by RCR to recapitalise the business and to settle debt.

     Following the restructuring of its board and senior management, RCR has made good operational progress on its Hakkari Zinc Project and has commenced production and sales of direct
     shippable ore.

     Iron ore  South Africa (Veremo project)
     In the six months ended 31 December 2012, additional information in support of the application for a mining right was provided to the Department of Mineral Resources, we await the
     outcome of the application. Kermas Limited ("Kermas"), the ultimate controlling shareholder of Veremo, 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 Q2 2013.

     We continue to work with Kermas in order to ensure the maximum extraction of value from the project.

(ii) Prospects
     Anthracite division
     With production levels improving since December 2012 and an anthracite market that is showing reasonable demand at prices better than during the first six months, Petmin expects earnings
     from Somkhele to increase significantly in the six months ending 30 June 2013.

     We anticipate to sell approximately 876 000 (previous estimate 900 000 tonnes) of anthracite during the 12 months ending 30 June 2013, with margins recovering as production increases
     to budgeted levels.

     The 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 processing of discard
     commenced in February 2013 and the plant is expected to operate at planned capacity during March 2013. The significant capital investment in Somkhele during the past two years is largely
     completed and Somkhele is now geared to produce some 1.2 million tonnes of anthracite from two plants and some 480 000 tonnes of energy product. Once the Luhlanga mining area is in
     production (expected to commence in April 2013), Somkhele will operate in four different pit areas that will allow significant flexibility that will enable the Mine to maximise production and
     improved ability to blend to ensure improved qualities. Capital expenditure at Somkhele in the six months to 30 June 2013 is expected to be approximately R26 million as the construction of
     the third plant and the exploration programmes are finalised. Somkhele expects development cost of the pits (or pre-stripping) to be approximately R24 million in the six months to June 2013.

     At the time of this report, production levels have returned to normal and the yield in the anthracite plants has improved to above 40%. A specific project is under way to ensure some
     100 000 tonnes of ROM material is placed on stockpile that will allow the plants to operate at full capacity for 10 days in the event that the pits can't be accessed due to rain. At the time of
     writing this report, some 86 000 ROM tonnes are on the stockpile.

     Business of Tomorrow division
     NAIC will run series of smelt tests at its facility in Forks Pennsylvania to prove the scalability of the pig iron production using the concentrate and chosen process which will be signed off by
     independent experts during March 2013. The results of which will be published in early April 2013. The NI43  101 compliant Pre-Economic Analysis ("PEA") which has been underway for
     the past 12 months is expected to be published before the end of Q4 2013.

     Petmin has budgeted to spend an additional US$6 million to advance the project in the six months ending 30 June 2013 and to increase its stake to 30% in the potentially world-class pig-iron
     project.

Additional details on Petmin, including a detailed presentation on the results (which will be available from 5 March 2013) can be found on our website
www.petmin.co.za

By order of the Board

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

Johannesburg	                                                                    Sponsor
4 March 2013	                                                                    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
Date: 04/03/2013 08:33:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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