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Unaudited condensed consolidated financial results for the six months ended 28 February 2013
Miranda Mineral Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
Share code: MMH ISIN: ZAE000074019
("Miranda" or "the Group" or "the Company")
Unaudited condensed consolidated financial results for the six months ended 28 February 2013
Highlights
* Stefanutti Stocks settlement agreement was reached, in full and final settlement of all
disputes between the parties
* Net Asset Value per share increased from (1.42) cents per share ("cps") at 29 February 2012
to 4.93 cps
* Net Tangible Asset Value increased from (13.31) cps previously reported at 29 February 2012
to 0.86 cps
* Increase in Net Tangible Asset Value of the Group's previously published interim results by
approximately R33,9 million
Condensed Consolidated Statement of Financial Position
Restated
Unaudited Unaudited Audited
(Figures in R'000) 28 Feb 2013 29 Feb 2012 31 Aug 2012
Assets
Non-Current Assets 42,147 45,890 41,645
Property, plant and equipment 17,546 18,958 17,044
Intangible assets 24,601 24,601 24,601
Other financial assets - 2,331 -
Current Assets 6,766 4,608 8,433
Trade and other receivables 3,189 1,835 1,818
Other financial assets 3,378 - 3,323
Cash and cash equivalents 199 2,773 3,292
Total Assets 48,913 50,498 50,078
Equity and Liabilities
Equity 29,825 (4,048) (8,277)
Share capital 172,466 115,051 121,945
Accumulated loss (140,337) (116,998) (128,004)
Equity Attributable to Equity Holders of Parent 32,129 (1,947) (6,059)
Non-controlling interest (2,304) (2,101) (2,218)
Liabilities 64,364 49,695
Non-Current Liabilities 1,292 1,545 791
Finance lease obligation 263 386 -
Deferred tax - 380 -
Environmental rehabilitation provisions 1,029 780 791
Current Liabilities 17,796 53,001 57,564
Loans from shareholders - 32,012 41,698
Finance lease obligation 56 909 -
Operating lease liability - -
Trade payables 5,040 8,458 4,117
Other payables 12,700 11,622 11,749
Total Equity and Liabilities 48,913 50,498 50,078
Net asset value per share (cents) 4.93 (1.4) (2.53)
Net tangible asset value per share (cents) 0.86 (10.07) (10.05)
Shares in issue closing number 605,196 284,511 327,187
Condensed Consolidated Statement of Comprehensive Income
Unaudited Reviewed Audited
six months six months year
ended ended ended
(Figures in R'000) 28 Feb 2013 29 Feb 2012 31 Aug 2012
Operating loss before interest and tax (12,741) (15,387) (26,147)
Investment revenue 279 26 48
Fair value adjustment 56 62 126
Finance costs (12) (1,164) (1,994)
Loss before taxation (12,418) (16,463) (27,967)
Taxation - (53) 327
Loss for the period (12,418) (16,516) (27,640)
Total comprehensive loss (12,418) (16,516) (27,640)
Loss and total comprehensive loss
attributable to:
Equity holders of the parent (12,333) (16,168) (27,174)
Non-controlling interest (85) (348) (466)
(12,418) (16,516) (27,640)
Reconciliation of headline loss
Basic loss for the period (12,333) (16,168) (27,174)
Adjusted for
- Impairment of goodwill 600 - -
- Profit on sale of non-current asset - - 1,966
- Profit on sale of investment - - 16
- Profit on sale of mining property - - 179
Headline loss for the period (11,733) (16,168) (25,013)
Weighted average number of shares in
issue 400,874 284,511 287,317
Loss per share (cents) (3.08) (5.7) (9.46)
Headline loss per share (cents) (2.93) (5.7) (8.71)
No dilution effect
Condensed Consolidated Statement of Cash Flows
Unaudited Reviewed Audited
six months six months year
ended ended ended
(Figures in R'000) 28 Feb 2013 29 Feb 2012 31 Aug 2012
Net cash from operating activities (9,437) (13,408) (33,160)
Net cash from investing activities (295) (6,534) 3,228
Net cash from financing activities 6,639 (474) 30,513
Total cash movement for the period (3,093) (20,416) 581
Cash at the beginning of the period 3,292 24,553 2,711
Total cash at end of the period 199 4,137 3,292
Condensed Consolidated Statement of Changes in Equity
Total
attributable Non-
to equity control-
Stated Share Total Accumulated holders of ling Total
(Figures in R'000) capital premium Capital loss group interest equity
Balance at 01 Sep
2011 2,845 112,206 115,051 (100,830) 14,221 (1,752) 12,469
Total
comprehensive loss
for the year (27,174) (27,174) (466) (27,640)
Conversion of par
value ordinary
shares to no par
value ordinary
shares 112,206 (112,206) - - - -
Share issue 6,894 - 6,894 - 6,894 - 6,894
Total changes 119,100 (112,206) 6,894 (27,174) (20,280) (466) (20,746)
Balance at 01 Sep
2012 121,945 - 121,945 (128,004) (6,059) (2,218) (8,277)
Total
comprehensive loss
for the 6 months (12,333) (11,733) (85) (12,418)
Share issue 50,522 - 50,522 - 50,522 - 550,522
Total changes 50,522 50,522 (12,333) 38,189 (85) (38,104)
Balance at 28 Feb
2013 172,466 - 172,466 (140,337) 32,130 (2,303) 29,825
Group Segmental Analysis
Base
Metals &
Industrial
(Figures in R'000) Coal Diamonds Gold Minerals Other Group
Unaudited six months ended 28 Feb 2013
Segment result: Loss
before taxation (4,905) - - - (7,513) (12,418)
Taxation - - - - - -
Loss after taxation (4,905) - - - (7,513) (12,418)
Segment assets 44,511 271 69 586 3,476 48,913
Mining properties 16,874 - - - - 16,874
Development properties 3,920 - - - - 3,920
Exploration and evaluation
asset 11,025 271 69 75 11,440
Mineral rights 8,929 311 9,240
Other assets 3,763 - - 200 3,476 7,439
Segment liabilities (11,246) - - - (7,842) (19,088)
Restated unaudited six months ended 29 Feb 2012
Segment result: Loss
before taxation (5,108) (76) (20) (30) (11,229) (16,463)
Taxation (45) (5) (1) (2) (53)
Loss after taxation (5,153) (81) (21) (32) (11,229) (16,516)
Segment assets 45,870 456 106 642 3,426 50,500
Mining properties 16,625 16,625
Development properties 3,920 13,140
Exploration and evaluation
asset 11,025 271 69 75 11,440
Mineral rights 8,929 311 9,240
Other assets 5,370 185 37 256 3,426 9,274
Segment liabilities (10,364) (225) (45) (68) (43,844) (54,545)
Audited year ended 31 Aug 2012
Segment result: Loss
before taxation (6,706) (126) (30) (45) (21,060) (27,967)
Taxation 277 33 7 10 - 327
Loss after taxation (6,429) (93) (23) (35) (21,060) (27,640)
Segment assets 44,030 271 69 586 5,122 50,078
Mining properties 16,636 - - - - 16,636
Development properties 3,920 - - - - 3,920
Exploration and evaluation
asset 11,026 271 69 75 - 11,441
Mineral rights 8,929 - - 311 - 9,240
Other assets 3,519 - - 200 5,122 8,841
Segment liabilities (9,152) (359) (72) (108) (48,664) (58,355)
1. PRESENTATION OF CONDENSED CONSOLIDATED INTERIM RESULTS
The condensed consolidated interim results have been prepared in accordance with the framework
concepts and the measurement and recognition requirements of International Financial Reporting
Standards (IFRS), the SAICA Financial Reporting Guide and the information as required by IAS 34: Interim
Financial Reporting, Listing Requirements of the JSE Limited, and the Companies Act of South Africa (Act 71
of 2008), as amended. In the preparation of these interim financial results, the Group has applied key
assumptions concerning the future and other indeterminate sources in recording various assets and
liabilities.
They have been prepared under the supervision of the Groups interim Chief Financial officer, Adriaan
Botha CA(SA). All monetary information is presented in the functional currency of the Company being
South African Rand. The Groups principal accounting policies and assumptions have been applied
consistently over the current and prior financial period. Refer to note 8 for a statement on going concern.
2. FINANCIAL REVIEW
The Group reported a basic loss of 2.95 (2012: 5.70) cents per share, headline loss of 2.95 (2012: 5.70)
cents per share, net asset value of 4.93 (2012: negative net asset value of 1.40) cents per share and a net
tangible asset value of 0.86 (2012: negative 10.07) cents per share. The change from a negative net asset
value of R4 million on 29 February 2012 to a positive net asset value of R29.8 million is mainly due to the
conversion of the shareholders loans into equity.
Current liabilities of R17.8 million (2012: R21 million excluding shareholders loans) exceed current assets of
R6.8 million (2012: R4.6 million). Current liabilities consist of trade payables of R5 million and other
payables of R12.7 as detailed in note 6.
Shareholders are reminded that due to the nature of Mirandas business the trading statements are based
on Net Asset Value per share.
3. PRIOR PERIOD RESTATEMENT
In prior years the provision for rehabilitation was recorded using the value of the rehabilitation guarantee
required by the Department of Mineral Resources. This amount required was determined based on
expected levels of mining activities. To date, only site establishment has occurred resulting in an estimated
rehabilitation liability as at the reporting date of R0.8 million. As a result, the comparative figures have
been restated by reducing the rehabilitation liability from R9.2 million in 2010 to R0.8 million in 2012 as
well as the corresponding reduction in intangible assets and property, plant and equipment. The effect of
the restatement of the February 2012 interim results were a reduction in the rehabilitation liability of R9.8
million as well as the corresponding reduction in intangible assets (R9.2 million) and property, plant and
equipment (R0.6 million). As the restatement only affects tangible net asset value, a restatement is only
required on the consolidated statements of financial position which now reflect the correct liability for
rehabilitation.
4. SUBSEQUENT EVENTS
4.1 Annual General Meeting Results
The Annual General Meeting ("AGM") of Mirandas shareholders was held at the Protea Hotel
Midrand, 14th Street, Noordwyk Ext 20, Halfway House, Midrand, Gauteng, at 10:00 on the 8th May
2013.
The purpose of the AGM was to consider the ordinary and special resolutions as set out in the
Miranda Notice of AGM as released with the Annual Report dated 27 March 2013.
Resolution 4.1.1 was withdrawn due to the resignation of the Financial Director. Special Resolution
2 was modified by deleting a reference to directors and prescribed officers.
All remaining resolutions tabled at the AGM, inclusive of Special Resolution 2, were passed with
the requisite majority of votes.
4.2 Stefanutti Settlement
See note 6 for full settlement details.
5. OTHER PAYABLES
5.1 Stefanutti Stocks (Proprietary) Limited ("SSMS")
R7 million has been accrued for in the interim results and is included in other payables. A
settlement agreement between Sesikhona and SSMS was concluded on 15 March 2013 for an
amount of R6.5 million, in full and final settlement of all disputes between the parties. R5 million of
this amount was settled in new Miranda shares and R1.5 million in cash, which amount is to be paid
on 5 September 2013.
5.2 SARS
Included in other payables is an amount of R4.8 million claimed by the South African Revenue
Services ("SARS") in relation to PAYE that was not deducted by the Company and paid over to SARS.
The Groups legal counsel is of the view that Miranda has a strong case to succeed with its
objection to the claim.
6. GROUP SEGMENTAL ANALYSIS
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of
the Group that are regularly reviewed by Management in order to allocate resources to the segments and
to assess their performance. The Group has identified its operating segments based on its main exploration
divisions and aggregated them into coal, diamonds, gold, base metals and industrial minerals and other.
These values have been reconciled to the consolidated financial results. The measures reported on by the
Group are in accordance with the accounting policies adopted for preparing and presenting the
consolidated annual financial statements.
Segment operating expenses comprise all operating expenses of the different reportable segments and are
either directly attributable to the reportable segment, or can be allocated to the reportable segment on a
reasonable basis. The segment assets and liabilities comprise all assets and liabilities of the different
segments that are employed by the reportable segments and are either directly attributable to the
reportable segments, or can be allocated to the reportable segment on a reasonable basis.
7. STATEMENT ON GOING CONCERN
The financial statements set out in this report are the responsibility of the Companys directors. They have
been prepared by Management on the basis of appropriate accounting policies which have been
consistently applied. The financial statements have been prepared in accordance with International
Financial Reporting Standards and on the basis of accounting policies applicable to going concern. The
following matters are impacting on the Groups ability to continue as a going concern and are reviewed by
the directors on a regular to basis to evaluate and assess the Groups ability to function as a going concern:
- Loss for the interim period - the Group incurred a loss of R11.8 million (2012: R16.5 million);
- Net current liability position - (excluding the loan conversion of the shareholders loans) is R11
million (2012: R16.4 million);
- Production - the Group has made progress with its negotiations to conclude an off take agreement
for the Sesikhona project. A memorandum of understanding has been entered into between
Shanduka Coal Pty Limited ("Shanduka") and Sesikhona in terms whereof Shanduka will buy
1.2 million tonnes of raw material from the Sesikhona mine. Further details on the project are found
in note 11.1;
- The Group has been granted an insurance guarantee facility which will free up a further R3.0 million
in cash from existing cash guarantees in favour of the DMR; and
- Litigious matters are largely resolved save for matters as disclosed under paragraph 6 and 10.1.
In view of all of the above, the Board of Miranda is satisfied with the progress made in terms of all of the
above as well as the improvement of the Groups debt to equity ratio after year end. It is also of the view
that upon execution of an off take agreement the Group will be sufficiently self-funded. The litigious
matters are being vigorously defended and the board is of the view that the potential contingencies are
not material to the Groups overall position.
8. DIVIDENDS
No dividends were recommended or declared for the period under review (2012: nil).
9. OPERATIONAL REVIEW
During the past months Management completed the review of all the projects in this Division. This exercise
resulted in the consolidation of various Prospecting Rights and Mining Rights into two focus project areas,
namely the Sesikhona and Burnside Projects. Management has concentrated on ensuring that all
compliance issues are resolved so as to ensure that mining can commence in 2013 on both Projects.
Consideration is being given to the disposal of those rights that fall outside of the main project areas as
well as the rights over properties that are too small to exploit as stand-alone projects.
9.1 Sesikhona project
Negotiations with Shanduka Coal Pty Limited ("Shanduka") and Sesikhona resulted in a
memorandum of understanding being entered into, in terms whereof Shanduka will buy 1.2 million
tonnes of raw material from the Sesikhona mine, however, Osho SA Coal Resources (Pty) Limited,
with whom a term sheet in respect of an off take agreement was signed in December 2011, is
alleging that they have purchased all of the Sesikhona anthracite and consequently applied for an
interim interdict to stop Miranda from delivering anthracite from the Sesikhona mine to another off
taker. Miranda is opposing this application. The matter was heard in the Pietermaritzburg High
Court on 4 March 2013. Judgment was reserved and we await delivery thereof.
9.2 Burnside project
The Burnside project is situated near Glencoe in KZN and consists of four contiguous farms being,
Burnside, Boschhoek, Boschkloof and Wasbank which cover a total area of 13 280 hectares. The
project falls in the Klip River Coalfield and is one of the last major projects in this coalfield.
On 27 September 2012 the Department of Mineral Resources (DMR) awarded a Mining Right to
Street Spirit Trading (Pty) Ltd (Burnside) for a period of 30 years. This is a very exciting and
significant development in the history of Miranda and at this early stage, this large project is
attracting interest from various potential off-takers. Sound Mining Systems have completed a
scoping study and will submit their report before end of May.
An independent study was carried out on Burnside and Boschhoek and this has revealed a total
insitu tonnage of approximately 98 million tonnes.
The Burnside project will produce anthracitic, lean and bituminous coal which can be mined in a
limited manner by open cast methods but this will be a predominantly underground operation.
No material change occurred during the six months period from 31 August 2012 to 28 February 2013.
10. STRATEGIC REVIEW AND FUTURE PROSPECTS
The Boards main focus is to bring the Groups assets to account and is of the view that the Group is well
positioned to fast track its projects to generate production revenue. The strengthening of the executive
committee and recent additions to the Board facilitated a process of reviewing the Groups current assets
and defining a strategy going forward that will enhance shareholder value and bring the Groups assets to
account. The Board is also continuously seeking new investment opportunities and potential acquisitions
that will progress its strategy and vision.
11. CHANGES TO THE BOARD
During the financial period under review, Ms Carina de Beer has resigned as Financial Director of Miranda
with effect from 12 April 2013. Mr. Adriaan Botha has been appointed as an interim Chief Financial officer
until a new Financial Director is appointed. Mr. Nhlanhla Madalane was appointed as a Non-executive
director on the Miranda Board, effective 26 March 2013.
For and on behalf of the Board
Dr L Mohuba M D Cook A Botha
Chairperson Managing Director Chief Financial Officer
Centurion
30 May 2013
COMPANY SECRETARY
Fusion Corp Secretarial Services (Pty) Ltd
PO Box 68528
Highveld
Centurion
0169
AUDITORS AND REPORTING ACCOUNTANTS
PKF
42 Wierda Road West
Wierda Valley
2196
SPONSORS
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
2 Eglin Road,
Sunninghill,
2157
COMPANY REGISTERED OFFICE
Pecanwood Building,
The Greens Office Park,
Charles de Gaulle Crescent,
Highveld,
Centurion
Tel: 012 665 4200 Fax: 012 665 4258
Email: info@mirandaminerals.com
Date: 30/05/2013 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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