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

ZCI LIMITED - Abridged Audited Financial Results for the Year Ended 31 March 2013

Release Date: 28/06/2013 16:30
Code(s): ZCI     PDF:  
Wrap Text
Abridged Audited Financial Results for the Year Ended 31 March 2013

ZCI LIMITED
Bermudian registration number: 661:1969
South African registration number: 1970/000023/10
Incorporated and domiciled in Bermuda
"ZCI" or " the Group" or "the Company"
Share code: ZCI
ISIN: BMG9887P1068

ABRIDGED AUDITED FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2013

Key highlights

  -    Revenue increased to US$60.5 million (2012: US$ 42.8 million)
  -    Increased gross profit from mining activities of US$15.1 million (2012:US$3.4 million loss)
  -    Record production levels in March 2013, and copper produced in concentrate 37% higher than 2012
  -    Recovery rates increase by 37% year on year
  -    Exceptional safety performance and zero fatalities
  -    Progress in environmental sustainable operations and CSI

Results

The Group continued to register improvements in its performance over the financial year and generated an
operating profit from its mining operations, while significantly reducing its overall net loss. The improvement
was as a result of a significant increase in the production of tonnes of copper in concentrate, mainly due to
improved recovery rates achieved as follows:

  -    Greater plant throughput as the plant became more stable we processed 801,901 tonnes of ore in 2013
       compared to 738,921 tonnes in 2012  a 9% increase.
  -    All the ore processed during the current financial year came from the Thakadu pit with an average grade
       of 1.78%. In 2012, the average grade was 1.93% with 73% of the ore coming from the Thakadu pit and
       the balance from the Mowana pit.
  -    Recovery rates increased to 66.5% from 48% for the year as whole, with the latter months of the
       financial year recording substantially higher recoveries. During December 2012, we recorded our
       highest recovery rate to date at 95.6%. This reflects the decline in the relative percentage of oxide ore
       processed through our plant, and the increase in that of higher-recovery sulphide ore from the Thakadu
       open-pit.

Outlook

The major investment of ZCI is in the copper mining operations of the Group. The global copper market is
therefore a key factor in the outlook of the Group as the demand for copper and the copper price are key to the
revenues of the Group.

Early 2012 saw a strong rise in the price of copper which remained at these relatively high levels well into
2013. Market consensus is that estimated global stocks of copper are still below those of other base metals
while visible terminal market stocks are also reasonably low. Many analysts have therefore, in the light of the
relatively low levels of readily available stocks, the continued mine disruptions and supply under performance,
taken a bullish viewpoint for the copper price continuing into the next year. A strong copper price for the
coming period will have positive implications for the profitability of the Group's operations.
                               
A key driver in the Company's future direction is the need to create value for shareholders. Sustainable growth
is a key component of any future strategic direction of ZCI. The Board is continuing to work towards realising
the full value of its investments, and will pursue all relevant opportunities to unlock value and put the Group in
a position to build a more diversified investment portfolio providing sustainable growth for its shareholders.

The engagement of Rand Merchant Bank Corporate Finance ("RMB") to realise value from the investment of
ZCI in African Copper Plc ("ACU") was an important first step in that direction. ZCI received a number of
proposals in this process, but the nature of these proposals were such that its board did not believe them to
reflect the intrinsic value of ACU and accordingly chose not to proceed with any of those proposals.

Consequently, and as a result of globally challenging market conditions and specifically that of the junior
mining sector, coupled with a marked increase in risk aversion among investors, ZCI elected to terminate the
engagement with RMB. ZCI's board is continuing to work towards realising the full value of its investment in
African Copper and we are considering a number of ways in which this can be achieved. With this in mind, the
Board has begun to reassess the Company's strategy and determine key initiatives, activities and processes to
achieve these goals.

While we remain cautious on commodity price forecasts and still face a number of challenges within the Group
mining operations, we are encouraged by the positive trends seen in production and are optimistic that the more
stable operating conditions will continue, allowing continuing improvement towards achieving our goals. The
new financial year has commenced with record monthly production of tonnes of copper in concentrate which
bodes well for the next financial year.

Abridged Consolidated Statement of Comprehensive Income      
                     
                                                                2013       2012   
                                                             USD'000    USD'000   
Revenue                                                       60,464     42,772   
Cost of sales                                               (45,414)   (46,133)   
Gross profit/(loss) from mining activities                    15,050    (3,361)   
Administrative expenses                                      (8,070)    (7,926)   
Other expenses                                               (7,970)   (31,116)   
Foreign exchange (losses)/gains                                  616      4,093   
Loss before net finance expense                                (374)   (38,310)   
Finance income                                                    41        725   
Finance expense                                              (2,040)    (2,352)   
Loss before tax                                              (2,373)   (39,937)   
Income tax                                                       749      4,141   
Loss for the year                                            (1,624)   (35,796)   
Other comprehensive income:                                                       
Exchange differences on translation of foreign operations    (4,638)    (7,944)   
Total comprehensive income for the year                                           
                                                             (6,262)   (43,740)   
Profit/(loss) attributable to:                                                    
Equity holders of the parent                                   2,871   (29,068)   
Non-controlling interest                                     (4,495)    (6,728)   
Total comprehensive income attributable to:                                       
Equity holders of the parent                                 (1,033)   (35,756)   
Non-controlling interest                                     (5,229)    (7,984)   
Basic earnings/(loss) per ordinary share                                          
(US cents)                                                      5.16    (52.21)   
Diluted earnings/(loss) per ordinary share (US cents)                             
                                                                1.63    (56.73)   


Abridged Consolidated Statement of Financial Position            
             
                                                            2013       2012   
                                                         USD'000    USD'000   
ASSETS                                                                        
Property, plant and equipment                             40,609     41,248   
Intangible assets                                         39,844     44,463   
Other financial assets                                       270        423   
Total non-current assets                                  80,723     86,134   
Inventories                                                8,891      8,792   
Trade and other receivables                                5,253      4,132   
Cash and cash equivalents                                  9,197     18,441   
Total current assets                                      23,341     31,365   
Total assets                                             104,064    117,499   
EQUITY                                                                        
Share capital                                            102,688    102,688   
Foreign currency translation reserve                     (6,891)    (2,987)   
Accumulated losses                                      (10,831)   (13,865)   
Equity attributable to owners of the Company              84,966     85,836   
Non-controlling interest                                 (7,952)    (2,723)   
Total equity                                              77,014     83,113   
LIABILITIES                                                                   
Interest bearing debt                                        712      1,611   
Deferred tax                                               2,297      3,046   
Environmental rehabilitation provision                     6,766      7,065   
Total non-current liabilities                              9,775     11,722   
Trade and other payables                                  16,073     18,067   
Current portion of interest bearing debt                   1,171      1,293   
Bank overdraft                                                31      3,304   
Total current liabilities                                 17,275     22,664   
Total equity and liabilities                             104,064    117,499   


Abridged Consolidated Statement of Changes in Equity
                                                                                                                      
                                                                          Foreign                           Attributable    
                                                                         currency        (Accumulated          to equity              Non-
                                                                      translation    losses)/Retained     holders of the       controlling      
                                                  Share capital           reserve            earnings             parent          interest    Total equity
                                                        USD'000           USD'000              US'000            USD'000           USD'000         USD'000
 Balance as at 31 March 2011                            102,688             3,701              14,701            121,090             5,260         126,350
 Transactions with owners recorded directly in equity
 Share option reserve                                         -                 -                 502                502                 -             502
 Loss for the year                                            -                 -             (29,068)           (29,068)           (6,728)        (35,796)
 Other comprehensive income
 - foreign currency translation differences                   -            (6,688)                  -             (6,688)           (1,256)         (7,944)
 Total comprehensive income for the year                      -            (6,688)            (29,068)           (35,756)           (7,984)        (43,740)
 Balance as at 31 March 2012                            102,688            (2,987)            (13,865)            85,836            (2,723)         83,113
 Transaction with owners recorded directly in equity
 Share option reserve                                         -                 -                 163                163                 -             163
 Profit/(loss) for the year                                   -                 -               2,871              2,871            (4,495)         (1,624)
 Other comprehensive income
 - foreign currency translation differences                   -            (3,904)                  -             (3,904)             (734)         (4,638)
 Total comprehensive loss for the year                        -            (3,904)              2,871             (1,033)           (5,229)         (6,262)
 Balance as at 31 March 2013                            102,688            (6,891)            (10,831)            84,966            (7,952)         77,014

Abridged Consolidated Statement of Cash Flows                   
              
                                                            2013       2012   
                                                         USD'000    USD'000   
Cash flows from operating activities                                          
Cash generated/utilised by operations                      3,877    (1,091)   
Interest received                                             41        679   
Interest paid                                              (613)      (906)   
Cash inflow/(outflow) from operating activities            3,305    (1,318)   
Cash flow from investing activities                                           
Additions to maintain operations:                                             
- Property, plant and equipment                          (6,072)   (16,862)   
Additions to expand operations:                                               
- Intangible assets                                      (2,403)    (7,065)   
Proceeds from sale of assets                                 171        429   
Repayment of long term receivable                              -     10,048   
Cash outflow from investing activities                   (8,304)   (13,450)   
Cash flow from financing activities                                           
(Repayment)/drawdown on interest bearing debt            (1,021)      2,904   
Cash (outflow)/inflow from financing activities          (1,021)      2,904   
Effect of foreign currency translation                        49        583   
Net decrease in cash and cash equivalents                (5,971)   (11,280)   
Cash and cash equivalents at the beginning of the year    15,137     26,417   
Cash and cash equivalents at the end of the year           9,166     15,137   


Notes to the abridged consolidated financial statements

1. General information

ZCI is a holding company of a copper producing and mineral exploration and development group of companies
(the "Group"). The Group's main project is the Mowana Mine which consists of a 3,000 Mt per day copper
processing facility and the copper producing Mowana open pit. The Group also owns the rights to the adjacent
high grade copper-silver Thakadu open-pit and holds permits in exploration properties at the Matsitama Project.
The Mowana Mine and processing infrastructure is located in the north-eastern portion of Botswana and the
Matsitama Project is contiguous to the southern boundary of the Mowana Mine.

2. Accounting policies and basis of preparation

The abridged financial statements have been prepared in accordance with the framework concepts and the
measurement and recognition requirements of International Financial Reporting Standards ("IFRS"), the AC500
Standards issued by the Accounting Practices Board, the JSE listings requirements. These abridged financial
statements contain the information required by IAS 34: Interim Financial Reporting. The accounting policies adopted
are consistent with those adopted in the annual financial statements for the year ended 31 March 2012.

The abridged consolidated financial statements have been prepared on the historical cost basis. Historical costs are
generally based on the fair value of the consideration given in exchange for assets.

The abridged consolidated financial statements are presented in United States Dollars ("US$"), which is the
company's functional currency. All financial information presented in US$ has been rounded to the nearest thousand.

This abridged report is extracted from audited information, but is not itself audited.

3. Segment information

An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other
components. The Group's only operating segment is the exploration for, and the development of copper and other
base metal deposits. All the Group's activities are related to the exploration for, and the development of copper and
other base metals in Botswana with the support provided from the Company and it is reviewed as a whole by the
Board (who is considered the chief operating decision maker) to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete financial information is available. All mining revenue
derives from a single customer.

As such, a separate segmental report has not been prepared.

4. Going concern

The Directors have prepared the abridged financial statements on the going concern basis having considered the
status of current operations, the current funding position and the projected funding requirements of the business
for, at least, 12 months from the date of approval of these financial statements as detailed below:

Current operations and performance

The Group incurred a loss after tax for the year ended 31 March 2013 of US$1.6 million (2012: US$35.8 million
loss).
                
The Company's direct subsidiary, African Copper Plc ("ACU"), realised a significant increase in revenue, up
from US$42.8 million in the prior year to US$60.5 million in 2013, as a result of the favourable increase in tonnes
of copper concentrate sold, from 6,245 tonnes in 2012 to 8,692 tonnes during the 2013 financial year. A further
positive development was the decrease in cost of sales, down from US$46.1 million in 2012 to US$45.4 million in
2013, resulting in a decrease in the average unit cost of copper concentrate produced per ton from US$31.86 in
2012 to US$23.21 during the 2013 financial year. During 2013, consolidated administration and other costs
(excluding impairment losses) remained relatively stable, and net consolidated foreign exchange losses also
decreased. Additionally, during the prior year US$25.8 million of impairment losses were recorded, which
contributed to the loss reported in the fiscal year 2012. The Group did not identify any further impairment
indicators during the fiscal year 2013 and no further impairment losses were recorded which contributed to the
favourable decrease in the loss after tax for the 2013 year.

The average copper produced in concentrate for the year amounted to 791 tonnes per month, with the highest and
lowest months'production yielding 1,314 tonnes and 270 tonnes respectively. As a result of record production
highs, the mass of copper produced in concentrate enabled the business to generate positive cash flows from
operating activities over the year of US$3.3 million. There have been significant investing activities with
additions to property, plant and equipment to maintain and expand operations resulting in a cash outflow from
investing activities of US$8.3 million. In addition, cash outflow as a result of net repayment of interest bearing
debt amounted to US$1.02 million during the year. Overall there has been a positive trend with a net decrease in
consolidated cash and cash equivalents of US$6 million during 2013 compared to a decrease of US$11.3 million
in the prior year.

Subsequent performance

Since the year end, copper produced in concentrate for the months of April and May was 540 and 1,408 tonnes of
copper in concentrate respectively. April's production figures were slightly disappointing and arose as a result of
production issues around the performance of the mill, which has been subject to some vibrations following a
production halt for three days for mill relining. In May production returned to more normal levels with mill
throughput of 81,000 tonnes achieved. The source of the before mentioned vibrations have been identified and
new mill gear mechanisms have been ordered. These are expected to be available for installation in September
2013, which would result in necessary mill downtime.

Cash flow forecast key assumptions and uncertainties

The cash flow projections, which have been drawn up on a monthly basis, are based on a number of inputs and
assumptions which include mined tonnage, all associated mining and processing costs, extraction and yield rates
for production of the copper concentrate and the price of copper. The Group's approved capital expenditure is also
included in the cash flows.

In the opinion of the Directors, the key assumptions to which the projections are most sensitive are the tonnage of
produced copper concentrate and the copper price. The tonnage of produced copper concentrate is itself a function
of mining output and recovery achieved in the processing operations. Key assumptions (12 months to June 2014):

Average copper price per tonne                                            US$7,390
Average monthly production                                                1,289 tonnes
Average throughput                                                        83,385 tonnes

The average price per tonne achieved during the financial year was US$7,839 (2012: US$8,505).

The average monthly production is a 62.9% increase over average production in fiscal 2013, however, the 2013
average is significantly impacted by the low production in May 2012. The low production in May 2012 was as a
result of a mechanical failure in the processing plant and a resulting shutdown from 20 May until 5 June 2012.
The lower production in January and February 2013 were as a result of the mining contractor at Thakadu giving
notice of termination of contract, exiting from the mine during January 2013. The assumed production is a 43%
increase over the average production for the fiscal year 2013 excluding the months of May 2012, January and
February 2013.

The forecast average throughput of 83,385 tonnes is only 24% higher than the 66,825 average throughput
achieved during the year ended 31 March 2013 and 11% higher should the months of May 2012, January and
February 2013 be excluded from the comparison.

Although the Group has demonstrated its ability to produce at a sustainable monthly level during the second half
of the financial year being reported on, the Thakadu pit will be depleted within the next 12 months and the
Group's future cash generation beyond 2014 is entirely reliant on a successful and timely restart of mining
operations at the Mowana pit and associated processing of the supergene ore. If there is a material slippage in the
timetable for bringing the Mowana pit back into production, the Group may not have sufficient funds to meet its
costs.

Projected funding requirements

The Directors believe that the projections for at least the twelve months to August 2014 are achievable, based on
the higher grade and recovery profile of the Thakadu ore anticipated to be mined and processed until May 2014
and a planned switch to Mowana ore in June 2014, a conservative view on consensus analyst projections for the
copper price, the production targets, and the cost factors used in the forecast.

The projections show that if the key operational and pricing assumptions are achieved, the existing loan facilities
will be sufficient to provide the necessary funding for the Company and its subsidiaries for at least the next twelve
months from the date of approval of these financial statements.
By way of illustrating other downside sensitivities in the projection, a combination of:

 -    average copper price for the period 1 June 2013 to 31 December 2013 lowered to the spot price of $3.28
      per pound at the time of performing the sensitivity analysis;
 -    shortfalls in the average copper price of up to 5%;
 -    shortfalls in production throughput of up to 5%; and
 -    shortfalls in average recoveries of up to 5%;

would result in an additional funding requirement of up to US$1.47 million (all other assumptions unchanged);
and additionally

 -    a possible shutdown of operations for approximately 30 days in the event of a critical equipment failure;

would result in an additional funding requirement of up to US$4.3 million (all other assumptions unchanged).

In light of the above sensitivities, the Directors of ZCI extended a letter of financial support to ACU, confirming
that ZCI will continue to make sufficient financial resources available to allow ACU to meet its liabilities as they
fall due in the course of normal operations. Furthermore, to ensure that ZCI has the ability to provide such support
based on existing and any additional funding requirements, subsequent to year end, the Company obtained an
extension on a letter of financial support from its controlling shareholder, to the value of US$7 million.

Conclusion

Uncertainties surrounding the switchover of mining operations and processing of ore from the Thakadu pit to the
Mowana pit, together with the volatility of the copper price, may have a significant impact on the Directors'use
of the going concern assumption. Should the projected production levels and key financial assumptions not be
achieved, the Company and its subsidiaries will have to source additional external funding in order to realise their
assets and discharge their liabilities in the normal course of business. In the event that additional funding is not
forthcoming, these conditions may cast significant doubt about the ability of the Company and its subsidiaries to
continue as going concerns and therefore to continue realising their assets and discharging their liabilities in the
normal course of business.

5.   Contingent liability

As disclosed in the 31 March 2012 annual report and interim financial statements for the period ended 30
September 2012, the Company previously entered into an Investment Advisory and Management agreement (the
"IAMA") with iCapital (Mauritius) Limited ("iCapital"). The contract was terminated with effect from 1 January
2012. As at 31 March 2013 the dispute with regards to the interpretation of certain clauses was still ongoing.

During the 2013 year an Advance Payment Deed was executed by the parties in relation to the Fixed Fee claims
under the IAMA resulting in a payment of US$1 million by the Company to iCapital and recognised as part of
other expenses in the consolidated statement of comprehensive income.

Subsequent to the year end the Company and iCapital reached a settlement and relating settlement deeds have
been signed and placed in escrow. The terms of the settlement in respect of the performance fees are summarised
as follows:

 -    a payment of US$2 million in relation to the performance fee for the period from 1 January 2009 to 31
      March 2011 in terms of the IAMA; and
 -    a settlement deed in relation to the performance fee for the period from 1 April 2011 to the date of
      termination of the contract, which applies in the event that no disposal of any of the Company shareholding
      in its subsidiary, ACU, is completed by 1 June 2013 in which case iCapital is compensated by a transfer of
      18.5% of the ACU shares held by the Company ("Share Transfer Deed"); and
 -    the Share Transfer Deed includes tag along and drag rights provisions which allows the Company
      flexibility should a future disposal of its shareholding in ACU be considered.

Settlement and payment of US$2 million in relation to the initial performance fee has been completed subsequent
to the financial year end.

Given that iCapital is a related party the terms of the settlement are subject to a fair and reasonableness opinion as
per the Listing Requirements of the JSE and are conditional upon the approval of ZCI's shareholders. In terms of
the Listings Requirements of the JSE, a related party transaction requires that an independent professional expert,
acceptable to the JSE, must conclude that the terms and conditions of the proposed settlement are fair and
reasonable as far as the shareholders of the Company are concerned. Accordingly, the Directors have commenced
the process to retain counsel and initiate the process to obtain necessary shareholder approval. As a result of the
required approval process, no liability have been recognised in the 2013 financial year for neither the cash
payment nor settlement in shares as the outcome of this process is still uncertain.

                 
If the Company's shareholders do not approve the terms of the settlement, as the case may be, by 31 October
2013, the dispute will not be settled and the parties will, in effect, revert to the procedure set out in the IAMA. In
this case, any performance fee that the Company might be required to pay under the IAMA will be adjusted to
take into account the US$2 million payment that the Company has already paid to iCapital (contingent asset).

6. Other expenses

Included in other expenses for the financial year ended is an impairment loss of US$2.025 million on intangible assets.
This relates to two exploration licenses that are post expiry date and applications for renewal have been submitted. At
the date of this report the confirmation of the renewal remains outstanding and therefore this has been identified as an
impairment indicator.

During the prior year, the outcome of the impairment review based on the value-in-use calculation, resulted in an
impairment loss of US$25.7 million (US$15 million relating to property, plant and equipment and US$10.7 million
relating to intangible assets) which was included in other expenses. In the current financial year the outcome of the
value-in-use calculation did not indicate any further impairment of the carrying value of the property, plant and
equipment and intangible assets and therefore no further impairment has been recognised in other expenses for the year ended
31 March 2013. The Directors are also of the opinion that the results of the value in use calculation did not support the
reversal of impairment losses recognised in past periods.

7. Earnings per share
                                                                               2013                  2012
Basic earnings/(loss) per ordinary share (US cents)                            5.16                 (52.21)
Diluted earnings/(loss) per ordinary share (US cents)                          1.63                 (56.73)
Headline earnings/(loss) per ordinary share (US cents)                         7.42                 (14.48)
Diluted headline earnings/(loss) per ordinary share (US cents)                 3.89                 (17.41)
Number of ordinary shares in issue                                       55,677,643             55,677,643
Weighted average and diluted number of ordinary shares in issue          55,677,643             55,677,643


The following adjustments to loss attributable to ordinary shareholders were taken into account in the
calculation of diluted loss, headline loss and diluted headline loss per share:

                                                                                2013                  2012
                                                                             USD'000               USD'000
Profit/(loss) attributable to equity holders of the parent                     2,871               (29,068)
Increase in shareholding in subsidiary with respect to
convertible portion of debt                                                   (1,962)               (2,520)
Diluted profit/(loss) attributable to equity holders of the
parent                                                                           909               (31,588)
Profit/(loss) attributable to equity holders of the parent                     2,871               (29,068)
    Impairment loss                                                            2,025                25,740
    Deferred tax on impairment loss                                             (446)               (2,363)
    Non-controlling interest in impairment loss                                 (320)               (2,372)
Headline profit/(loss) attributable to equity holders of the                   
parent                                                                         4,130                (8,063)
Increase in shareholding in subsidiary with respect to
convertible portion of debt                                                   (1,962)               (1,632)
Diluted headline profit/(loss) attributable to equity holders
of the parent                                                                  2,168                (9,695)

The options granted by ACU were excluded from the diluted earnings per share calculation as their effect would
have been anti-dilutive.

8. Commitments                                                                            
Contractual obligations               Total   2013 (d)   2014(d)   2015(d)      2016(d)   
                                                                                    and   
                                    USD'000    USD'000   USD'000   USD'000   thereafter   
                                                                                USD'000   
Goods, services and equipment (a)     9,127      9,127         -         -            -   
Exploration licences (b)              3,064      2,066       998         -            -   
Lease agreements (c)                    200        156        10        10           24   
                                     12,391     11,349     1,008        10           24   


a) The Group has a number of agreements with third parties who provide a wide range of goods and services and
   equipment. This includes commitments for capital expenditure.
b) Under the terms of ACU's prospecting licences, Matsitama is obliged to incur certain minimum expenditures.
c) ACU has entered into agreements to lease premises for various periods.
d) The period refers to the calendar year ended.

9. Related party transactions

There were no changes with respect to the nature or terms of related party transactions during the period to that
previously reported apart from the settlement reached with iCapital which is described in the Contingent liability note 5.

10. Dividends

No dividends were declared for the year under review.

11. Events after the reporting period

No event, material to the understanding of these financial statements, has occurred between the reporting date and
the date of approval of the financial statements except for the settlement agreement reached with iCapital as
described in note 5 Contingent Liability, and the Company obtaining an extension on a letter of support from its
controlling shareholder, to the value of US$7 million.

12. Audit opinion

The annual consolidated financial statements, from which the abridged financial statements were derived, have
been audited by KPMG Inc. Both the consolidated financial statements and the unqualified audit opinion with the
emphasis of matter paragraph are available for inspection at the registered office of ZCI.

The emphasis of matter paragraph draws attentions to note 4 of the abridged consolidated financial statements
which indicated that the group incurred a net loss of US$1.6 million for the year ended 31 March 2013. This
condition, along with other matters as set forth in the note, indicates the existence of a material uncertainty that
may cast significant doubt on the ability of the company and its subsidiaries to continue as going concerns. The
audit opinion is not qualified in respect of this matter.

             
The auditor's report does not necessarily cover all of the information contained in this abridged report.
Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's work
they should obtain a copy of that report together with the accompanying financial information from the registered
office of the company.

13. Mineral Resources and Mineral Reserves

Since the previous financial year no material changes to the Mineral Resources and Ore Reserves disclosed in the ZCI
Integrated report for the year ended 31 March 2013 are expected other than depletion, due to continued mining
activities.

14. Notice to members of annual general meeting

Notice is hereby given that the annual general meeting of members of ZCI Limited will be held at Hotel Novotel
Luxembourg Kirchberg, Quartier Européen Nord Kirchberg, 6, rue du Fort Niedergrünewald, Luxembourg on
Thursday, 26 September 2013 at 14.30 CET (13.30 BST, 14.30 SAST).

15. Directors

During November 2012 KL Bergkoetter resigned as financial director and on the same date W Badenhorst was
appointed as financial director.

16. Directors'responsibility

The abridged report is extracted from audited information, but is not itself audited.

The directors take full responsibility for the preparation of the abridged report and the financial information has
been extracted correctly from the underlying audited annual consolidated financial statements.

On behalf of the board of directors

Thomas Kamwendo
CEO ZCI Limited

Willem Badenhorst
Financial Director

28 June 2013

Directors: W Badenhorst, M Clerc*, E Hamuwele*, T Kamwendo, C O'Connor* and S Simukanga* (*non-executive)

Company secretary: J Kleynhans

Registered and postal address: Clarendon House, 2 Church Street, Hamilton, Bermuda
Telephone: +352 402 505 427
Fax: +352 402 505 66

Auditors: KPMG Inc

Transfer secretaries: Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001, South Africa

Sponsor: Bridge Capital Advisors (Pty) Limited, 27 Fricker Road, lllovo Boulevard, lllovo, 2196, South Africa

Website: www.zci.lu
Date: 28/06/2013 04:30:00 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