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Abridged Audited Annual Financial Statements for the year ended 28 February 2013
SABLE PLATINUM LTD
(formerly New Corpcapital Ltd)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
JSE share Code: SLP ISIN: ZAE000167961
(“Sable Platinum” or “the company” or “the group”)
ABRIDGED AUDITED ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2013
GROUP HIGHLIGHTS
- The company listed on 23 November 2012 on the main board of the JSE;
- Drilling results on the Abrina and Klipfontein Projects achieved better results than
those expected as detailed in the Competent Persons Report;
- Agreement concluded with Ona’n Refi Construction (Pty) Ltd for the company to take
cession of the prospecting right which holds for vanadium over portion 3 of the Farm
Uitvalgrond;
- Acceptance by the DMR of the application made for a prospecting right for vanadium,
iron ore and rutile over the farms Doornpoort (Doornpoort Project) and Leeuwkopje
(Abrina Project) and to include vanadium and iron ore over the farms Zandbult and
Zandfontein (Bank Project); and
- Subsequent to the year-end an agreement was concluded with Global Initiatives (Pty)
Ltd to acquire a stake in the Selebi Phikwe tailings deposit, subject to a
financial, legal and technical due diligence.
CORPORATE PROFILE
Sable Platinum Holdings (Pty) Ltd reverse listed into New Corpcapital Ltd on
23 November 2012. New Corpcapital Ltd duly changed its name to Sable Platinum Ltd.
Given the new direction and focus of the company after the reverse listing, its
categorisation moved from the investment banks sector of the main board of the JSE Ltd
to the platinum and precious metal sector.
The company’s primary business objective is the exploration, evaluation and development
of platinum exploration projects, situated mainly on the Western Limb of the Bushveld
Igneous Complex.
In the process of conducting its exploration program for platinum group metals
(“PGMs”), the company discovered that many of the properties over which it has a
prospecting right contained the Vanadium Magnetite Reef in what appears to be
significant proportions. Following a preliminary report prepared by one of the
company’s directors, René Hochreiter, the decision was taken that the company should
apply for the rights to explore these magnetite reefs. These applications have been
submitted and are currently proceeding through the administrative process at the
department of mineral resources (DMR).
Whilst the exploration of these magnetite reefs will be required, the company is of the
view that they have the potential to add significant value to shareholders. It is the
opinion of the board of directors (“the Board”) that the development of the vanadium
and magnetite reefs could represent an earlier entry to cash flow than the longer term
platinum projects.
The company has also concluded an agreement with Global Initiatives (Pty) Ltd
(“Global”), a Botswana based company, which gives it the right to acquire up to a 26%
interest in Global. Global owns the rights to the slag dump and tailings dam at Selebi
Phikwe in Botswana. The rationale behind this acquisition is to provide the company
with relatively early cash flow.
GOING CONCERN
At 28 February 2013, the company had accumulated losses of R 157 867 281 and the group
had accumulated losses of R 74 891 069.
At 27 May 2013 the group had a cash balance of R 1 825 294 and a SARS tax asset of R
1 166 824 which should be recovered in June 2013. The company has a cash burn rate of
approximately R 525 000 per month. The current cash flow will be sufficient to cover
expenses until September 2013 taking into account the audit and reporting costs.
The company is currently undertaking a private placement of shares. In terms of the
general authority to issue shares for cash granted to directors at the annual general
meeting dated 6 March 2013 and in terms of The Listings Requirements of the JSE the
company has the authority to place 15% of its issued share capital at a discount of not
more than 10% of the weighted average traded price of such shares measured over the 30
business days prior to the date at which the price of the issue is agreed between the
company and the party subscribing for the shares. When completed, this will provide
the company with sufficient cash to enable it to continue with its exploration of the
PGM’s at the properties over which it has prospecting rights and commence an
exploration program of the magnetite reefs. This exploration program will establish the
extent of both the PGM’s and the magnetite with the intention of producing a
resource/reserve statement in compliance with the South African Mineral Resource
Committee (SAMREC) Code.
BASIS OF PREPARATION
The group’s financial results for the year ended 28 February 2013 constitute a
summary(prepared in accordance with the JSE Listings Requirements, the South African
Companies Act (Act 71 of 2008) (“the Companies Act”) as amended, and the recognition
and measurement requirements of International Financial Reporting Standards and the
presentation and disclosure requirements of International Accounting Standard 34 and
the SAICA Financial Reporting Guides as issued by the Accounting Profession Committee
of the group’s audited financial statements. These financial statements have been
prepared by M van Tonder, Chartered Accountant (S.A.). The full report is available at
the company’s registered office.
On 23 November 2012, the reverse listing was finalised through a share swap between New
Corpcapital Ltd and the shareholders of Sable Platinum Holdings (Pty) Ltd. This is
accounted for using the principles of a reverse acquisition, in the consolidated
financial statements for the year ended 28 February 2013. The legal subsidiary, Sable
Platinum Holdings (Pty) Ltd, is treated as the accounting acquirer and the legal parent
company, New Corpcapital Ltd, is treated as the accounting acquiree. The transaction is
in substance the acquisition of the assets of New Corpcapital Ltd by Sable Platinum
Holdings (Pty) Ltd.
As a consequence of applying the principles of reverse acquisition accounting, the
consolidated results of Sable Platinum Ltd for the year ended 28 February 2013 comprise
the results of Sable Platinum Holdings (Pty) Ltd and its subsidiaries for the full year
consolidated with those of New Corpcapital Ltd from 23 November 2012. The comparative
figures for the group are those of the group headed by Sable Platinum Holdings (Pty)
Ltd.
New Corpcapital Ltd has published annual financial statements for the year ended 31
August 2012 before the reverse listing took place. New Corpcapital Ltd has, subsequent
to the reverse listing, changed its year end to February to coincide with, that of the
Sable group. The figures for the company are therefore for a period of
6 months.
The accounting policies applied by the group in these summarised consolidated financial
statements are consistent with those applied in the previous year.
AUDIT OPINION
PKF (Jhb) Inc. audited the consolidated and separate financial statements and expressed
an opinion that they present fairly, in all material respects, the financial position
of Sable Platinum Ltd as at 28 February 2013, and its consolidated and separate
financial performance and consolidated and separate cash flows for the year then ended
in accordance with International Financial Reporting Standards, and the requirements of
the Companies Act.
Without qualifying their opinion, they draw attention to the disclosure on the going
concern of the group which indicates that the group incurred a net loss of R 35 480 808
for the year ended 28 February 2013 and, as at that date, the group has accumulated
losses of R 74 891 069. The company incurred a net loss of R 30 728 324 for the 6
months ended 28 February 2013 and, as at that date, the company has accumulated losses
of R 157 867 281. These conditions, along with other matters, indicate the existence of
a material uncertainty which may cast significant doubt on the group’s ability to
continue as a going concern. More detail can be found in the notes to the financial
statements.
STATEMENT OF FINANCIAL POSITION
Group Company
28 29 28 31
February 2013 February 2012 February 2013 August 2012
Figures in Rand
ASSETS
Non-current assets
Plant and equipment 790 117 961 235 - -
Intangible
assets 1 200 000 2 023 609 - -
Investments in
subsidiaries - - 182 526 810 42 051 280
Other financial assets 249 517 3 623 208 - -
2 239 634 6 608 052 182 526 810 42 051 280
Current assets
Current tax
receivable 1 166 824 - - -
Trade and other
receivables 1 077 426 3 770 666 - -
Cash and cash
equivalents 4 730 620 392 293 191 609 191 609
6 974 870 4 162 959 191 609 191 609
Total assets 9 214 504 10 771 011 182 718 419 42 242 889
EQUITY AND LIABILITIES
Equity
Share capital 82 747 232 48 552 160 300 883 938 169 201 552
Accumulated loss (74 891 069) (39 410 261) (157 867 281) (127 138 957)
Equity attributable
to equity holders of
the parent 7 856 163 9 141 899 143 016 657 42 062 595
Non-controlling interest (85 615) (6 707) - -
Total shareholders’
interest 7 770 548 9 135 192 143 016 657 42 062 595
LIABILITIES
Non-current liabilities
Loans from group companies - - 39 621 468 -
Other financial
liabilities 443 014 1 557 484 - -
443 014 1 557 484 39 621 468 -
Current liabilities
Trade and other payables 1 000 942 78 335 80 294 180 294
Total liabilities 1 443 956 1 635 819 39 701 762 180 294
Total equity and
liabilities 9 214 504 10 771 011 182 718 419 42 242 889
Net asset value per
share (cents) 0.05 0.24
Tangible net asset value
per share (cents) 0.04 0.19
STATEMENT OF COMPREHENSIVE INCOME
Group Company
Year Year 6 months Year
ended ended ended ended
28 February 29 February 28 February 31 August
2013 2012 2013 2012
Figures in Rand
Revenue 711 498 - - -
Other income 743 455 454 212 - -
Operating expenses
- Exploration costs (13 839 245) (18 953 354) - -
- General and
administration costs (23 729 262) (13 963 936) (30 728 324) -
Operating loss (36 113 554) (32 463 078) (30 728 324) -
Investment revenue 616 815 373 691 - -
Finance costs (2 884) (493) - -
Loss before taxation (35 499 623) (32 089 880) (30 728 324) -
Taxation (60 093) - - -
Loss for the year (35 559 716) (32 089 880) (30 728 324) -
Other comprehensive
income - - - -
Total comprehensive
loss for the year (35 559 716) (32 089 880) (30 728 324) -
Total comprehensive
loss attributable to:
Owners of the parent (35 480 808) (32 086 176) (30 728 324) -
Non-controlling
interest (78 908) (3 704) - -
(35 559 716) (32 089 880) (30 728 324) -
Loss attributable to:
Owners of the parent (35 480 808) (32 086 176) (30 728 324) -
Non-controlling
interest (78 908) (3 704) - -
(35 559 716) (32 089 880) (30 728 324) -
Loss per share (cents) (21.67) (23.28)
Headline loss per
share (cents) (21.67) (23.28)
STATEMENTS OF CHANGES IN EQUITY
Figures in Rand Stated Accumulated Total Non- Total
capital loss attributable controlling equity
to equity interest
holders of
the parent
GROUP
Balance at
01 March 2011 14 181 976 (7 324 085) 6 857 891 (3 003) 6 854 888
Loss for the year - (32 086 176) (32 086 176) 3 704) (32 089 880)
Other comprehensive
income - - - - -
Total comprehensive
loss for the year - (32 086 176) (32 086 176) (3 704) (32 089 880)
Issue of shares 34 370 184 - 34 370 184 - 34 370 184
Total contributions
by and distributions to
owners of company
recognised directly
in equity 34 370 184 - 34 370 184 - 34 370 184
Balance at 01
March 2012 48 552 160 (39 410 261) 9 141 899 (6 707) 9 135 192
Loss for
the 6 months - (35 480 808) (35 480 808) 78 908) (35 559 716)
Other comprehensive
income - - - - -
Total comprehensive
loss for the year - (35 480 808) (35 480 808) (78 908) (35 559 716)
Issue of shares 15 152 410 - 15 152 41 - 15 152 410
Listing fees on
issue of shares (5 987 215) - (5 987 215) - (5 987 215)
Share based payment
on reverse listing 25 029 877 - 25 029 877 - 25 029 877
Total contributions
by and distributions
to owners of company
recognised directly
in equity 34 195 072 - 34 195 072 - 34 195 072
Balance at
28 February 2013 82 747 232 (74 891 069) 7 856 163 (85 615) 7 770 548
Figures in Rand Stated Accumulated Total Non- Total
capital loss attributable controlling equity
to equity interest
holders of
the parent
COMPANY
Balance at01 September
2011 and 01
September 2012 169 201 552 (127 138 957) 42 062 595 - 42 062 595
Loss for the 6 months - (30 728 324) (30 728 324) - (30 728 324)
Other comprehensive income - -
Loss for the 6 months - (30 728 324) (30 728 324) - (30 728 324)
Odd-lot offer (74 494) - (74 494) - (74 494)
Repurchase offer (20 488 765) - (20 488 765) - (20 488 765)
Issue of shares
on reverse listing 199 912 310 - 199 912 310 - 199 912 310
Treasury shares (47 666 665) - (47 666 665) - (47 666 665)
Total contributions
by and distributions
to owners of
company recognised
directly in equity 131 682 386 - 131 682 386 - 131 682 386
Balance at
28 February 2013 300 883 938 (157 867 281) 143 016 657 - 143 016 657
STATEMENTS OF CASH FLOWS
Group Company
Year Year 6 months Year
ended ended ended ended
28 February 29 February 28 February 31 August
2013 2012 2013 2012
Figures in Rand
Cash flows from
operating activities
Cash used in
operations (21 036 170) (37 598 471) (215 702) -
Interest income 313 183 373 691 - -
Finance costs (2 884) (493) - -
Tax paid (60 093) - - -
Net cash from
operating activities (20 785 964) (37 225 273) (215 702) -
Cash flows from
investing activities
Purchase of plant
and equipment (81 850) (1 084 605) - -
Loans from group company - - 39 621 468 -
Loans advanced to group
company - - (18 842 508) -
Increase in financial
assets - (873 691) - -
Net cash from investing
activities (81 850) (1 958 296) 20 778 960 -
Cash flows from
financing activities
Proceeds on share
issue 10 629 060 34 370 184 - -
Repayment of other
financial liabilities (290 861) (2 996 365) - -
Repurchase of shares
and odd-lot offer - - (20 563 258) -
Share issue listing
expenses (5 987 215) - - -
Cash on reverse
listing of New
Corpcapital Limited 20 855 157 - - -
Net cash from
financing activities 25 206 141 31 373 819 (20 563 258) -
Total cash movement
for the year 4 338 327 (7 809 750) - -
Cash at the beginning
of the year 392 293 8 202 043 191 609 191 609
Total cash at
end of the year 4 730 620 392 293 191 609 191 609
INTEGRATED REPORT AND NOTICE OF AGM
The company`s integrated report, together with a notice convening the annual general
meeting, will be mailed to shareholders today, 31 May 2013. The annual general meeting
will be held on Thursday, 11 July 2013 at 10h00 at 4 Fricker Road, Illovo.
For and on behalf of the Board
31 May 2013
Sponsor
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