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Unaudited condensed consolidated financial results for the six months ended 31 August 2013
SABLE PLATINUM LIMITED
(formerly New Corpcapital Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
JSE share code: SLP ISIN: ZAE000167961
(“Sable” or “the company” or “the group”)
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL RESULTS FOR THE SIX MONTHS ENDED 31 AUGUST 2013
Unaudited condensed consolidated statements of financial position
Unaudited for the Unaudited for the Audited for the
six months ended six months ended year ended
Figures in Rand 31 August 2013 31 August 2012 28 February 2013
Assets
Non-current assets
Plant and equipment 713 092 916 601 790 117
Intangible assets 1 200 000 1 200 000 1 200 000
Other financial assets 569 581 249 517 249 517
2 482 673 2 366 118 2 239 634
Current assets
Current tax receivable - - 1 166 824
Trade and other receivables 2 076 399 1 992 587 1 077 426
Cash and cash equivalents 971 703 614 187 4 730 620
3 048 102 2 606 774 6 974 870
Total assets 5 530 775 4 972 892 9 214 504
Equity and Liabilities
Equity
Share capital 82 747 232 63 062 630 82 747 232
Accumulated loss (79 361 835) (60 337 987) (74 891 069)
Equity attributable to
equity holders of the parent 3 385 397 2 724 643 7 856 163
Non-controlling interest (85 615) (40 637) (85 615)
Total shareholders’ interest 3 299 782 2 684 006 7 770 548
Liabilities
Non-current liabilities
Loans from group companies
Other financial liabilities 443 014 443 014 443 014
Loan from director 1 000 000 - -
1 443 014 443 014 443 014
Current liabilities
Trade and other payables 787 979 1 845 872 1 000 942
Total liabilities 2 230 993 2 288 886 1 443 956
Total equity and liabilities 5 530 775 4 972 892 9 214 504
Net asset value per share (cents) 2.32 1.89 5.39
Tangible net asset value per share (cents) 1.50 1.06 4.57
Summarised segmental report
31 August 2013
Assets:
Platinum 3 878 639
Vanadium / iron ore 652 137
Other (Including Selebi Phikwe) 1 000 000
Total assets 5 530 775
Assets as per financial statements 5 530 775
Liabilities:
Platinum 1 673 245
Vanadium / iron ore 557 748
Other (Including Selebi Phikwe) -
Total liabilities 2 230 993
Liabilities as per
financial statements 2 230 993
Unaudited condensed consolidated statements of comprehensive income
Unaudited for the Unaudited for the Audited for the
six months ended six months ended year ended
Figures in Rand 31 August 2013 31 August 2012 28 February 2013
Revenue - 711 498 711 498
Other income - 743 455 743 455
Operating expenses
- Exploration costs - (12 595 184) (13 839 245)
- General and administration costs (4 664 037) (10 097 873) (23 729 262)
Operating loss (4 664 037) (21 238 104) (36 113 554)
Investment revenue 193 569 277 566 616 815
Finance costs (298) (329) (2 884)
Loss before taxation (4 470 766) (20 960 867) (35 499 623)
Taxation - - (60 093)
Loss for the period (4 470 766) 20 960 867) (35 559 716)
Other comprehensive income - - -
Total comprehensive loss
for the period (4 470 766) (20 960 867) (35 559 716)
Total comprehensive loss
attributable to:
Owners of the parent (4 470 766) (20 960 867) (35 480 808)
Non-controlling interest - - (78 908)
(4 470 766) (20 960 867) (35 559 716)
Loss attributable to:
Owners of the parent (4 470 766) (20 927 726) (35 480 808)
Non-controlling interest - (33 141) (78 908)
Headline loss attributable to
ordinary shareholders (4 470 766) (20 960 867) (35 559 716)
Summarised segmental report
31 August 2013 Operating loss
Platinum 2 235 383
Vanadium / iron ore 2 235 383
Other (Including Selebi Phikwe) -
Total 4 470 766
Unaudited condensed consolidated statements of changes in equity
Unaudited for the Unaudited for the Audited for the
six months ended six months ended year ended
Figures in Rand 31 August 2013 31 August 2012 28 February 2013
Total attributable to equity
holders of the parent
Opening balance 7 856 163 9 141 899 9 141 899
Loss for the period / year (4 470 766) (20 927 726) (35 480 808)
Other comprehensive income - - -
Total comprehensive loss
for the year (4 470 766) (20 927 726) (35 480 808)
Issue of shares - 14 510 470 15 152 410
Listing fees on issue of shares - - (5 987 215)
Share based payment on reverse listing - - 25 029 877
Total contributions by and
distributions to owners of company
recognised directly in equity - 14 510 470 34 195 072
Closing balance 3 385 397 2 724 643 7 856 163
Non-controlling interest
Opening balance (85 615) (6 707) (6 707)
Loss for the period - (33 930) (78 908)
Other comprehensive income - - -
Total comprehensive loss for the period - (33 930) (78 908)
Closing balance (85 615) (40 637) (85 615)
Total equity 3 299 782 2 684 006 7 770 548
Unaudited condensed consolidated statements of cash flows
Unaudited for the Unaudited for the Audited for the
six months ended six months ended year ended
Figures in Rand 31 August 2013 31 August 2012 28 February 2013
Cash flows from operating activities
Cash used in operations (5 623 504) (8 927 993) (21 036 170)
Interest income 18 125 277 566 313 183
Finance costs (298) (329) (2 884)
Tax recovered / (paid) 1 166 824 - (60 093)
Net cash from operating activities (4 438 853) (8 650 756) (20 785 964)
Cash flows from investing activities
Purchase of plant and equipment - - (81 850)
Increase in other financial assets (320 064) (1 114 470) -
Net cash from investing activities (320 064) (1 114 470) (81 850)
Cash flows from financing activities
Proceeds on share issue - 9 987 120 10 629 060
Repayment of other
financial liabilities - - (290 861)
Loan from Director 1 000 000 - -
Share issue listing expenses - - (5 987 215)
Cash on reverse listing of
New Corpcapital Limited - - 20 855 157
Net cash from financing activities 1 000 000 9 987 120 25 206 141
Total cash movement for the period (3 758 917) 221 894 4 338 327
Cash at the beginning of the period 4 730 620 392 293 392 293
Total cash at end of the period 971 703 614 187 4 730 620
Earnings per share calculation
Unaudited for the Unaudited for the Audited for the
six months ended six months ended year ended
Figures in Rand 31 August 2013 31 August 2012 28 February 2013
Loss after taxation (4 470 766) (20 960 867) (35 559 716)
Less: non-controlling interest - 33 141 78 908
Loss attributable to the owners
of the parent (4 470 766) (20 927 726) (35 480 808)
Headline loss (4 470 766) (20 927 726) (35 480 808)
Number of shares in issue 187 451 848 1 532 849 185 525 673
Weighted average number of
shares at the end of the period 145 803 355 1 329 646 163 722 182
Swop ratio to adjust comparative
shares in issue (Sable Platinum
Limited shares for one Sable Platinum
Holdings (Pty) Limited share - 108.33 -
Adjusted weighted average number
of shares at the end of the period 145 803 355 144 040 551 163 722 182
Loss per share (cents) 3.07 14.55 21.67
Headline loss per share (cents) 3.07 14.55 21.67
Commentary
Sable operational review
Prospecting rights granted
Sable’s application for a prospecting right for vanadium, iron ore and rutile has been granted in respect
of certain portions of the farm Doornpoort 295JR, District of Cullinan. (The Doornpoort vanadium and iron ore project).
A further application to prospect for vanadium and iron ore has been granted in respect of portions 3, 5, 39, 40, 42,
the remaining extent of portion 4 and the remaining extent of the farm Leeuwkopje 415KQ and the remaining extent of portion 1,
the remaining extent of portion 3, the remaining extent of portion 5, portions 6, 7, 8, 10 and 11 of the farm Kaalvlakte 416KQ
in the magisterial district of Thabazimbi. (The Abrina vanadium and iron ore project).
The grant of the prospecting rights over the Doornpoort and Abrina projects and the settlement with the community on the Syferfontein
project (refer to the subsequent events section) are all considered to be significant in the risk diversification and ongoing development
of the company, as these assets are a potential valuable source of vanadium and iron ore.
Selebi Phikwe
The technical due diligence on the Selebi Phikwe Steel project has been completed to the satisfaction of Sable’s board of directors (“the board”).
Sable is currently conducting the legal due diligence and finality should be achieved by the end of this year.
Financial overview
Sable is still in the exploration phase and does not generate cash from its activities. The group made a net loss of R4.5 million for the period
(Aug 2012: (R20.9 million)). As is common with many junior exploration and mining companies, the group raises capital for exploration and other
projects as and when required.
Loan from director
Sable’s CEO, James Allan, granted a loan of R1 million to the company in order to continue to cover the company’s operational expenses. The board
determined that the loan would bear interest at the prime rate. The loan is subordinated in favour of other creditors and is repayable at a time to be
determined by the board. James Allan has indicated that he would like to convert this loan into shares when he is no longer in a restricted period.
Salaries – contingent liability
The CEO, James Allan, sacrificed 50% of his salary in December 2012 and January 2013 and has not drawn a salary from the company since February 2013
and will continue to review the situation in the company before there is any change.
René Hochreiter has sacrificed 50% of his salary since December 2012.
David Levithan has sacrificed 44% of his retainer since December 2012.
Marietjie van Tonder has sacrificed 20% of her salary since December 2012.
Other members of staff have also sacrificed 20% of their salary since February 2013.
The amount forfeited from December 2012 to 31 August 2013 is R2.8 million. The board will reconsider the reimbursement of the amount forfeited if sufficient
capital is raised.
Comparative figures
Comparative figures for the six months ended 31 August 2012, are those for the Sable Platinum Holdings group, the accounting acquirer in the reverse listing.
Internal restructuring
The board has approved the internal restructuring of Sable in order to more fully reflect the underlying projects, which now comprise platinum, vanadium and iron ore
and subject to the completion of the final due diligence, the steel business at Selebi Phikwe in Botswana.
In line with the internal restructure, the board has approved the change of name of the company to Sable Metals and Minerals Limited (as well as the move from platinum
and precious metals sector to the general mining sector). The change of name will be implemented once the required approvals are obtained from shareholders at the company’s
next general meeting of shareholders.
Subsequent events
Issue of shares
An additional 4 940 493 shares were issued under the company’s general authority to issue shares for cash, to Flagship Asset Management (Pty) Ltd (“Flagship”) at a
price of 60 cents per share, for a total amount of R3 million. This transaction increased Flagship’s shareholding in the company from 1.31% to 3.85% for shares to which
they hold a discretionary mandate.
In addition to this Flagship holds a further 2.44% in accounts which are not fully discretionary.
Syferfontein
A heads of agreement has been signed with MKR Bakwena Tribal Minerals NPV and the community regarding the dispute on the Syferfontein and Uitvalgrond Portion 2 properties.
Final agreements are being drafted and upon signature these will be forwarded to the Department of Mineral Resources for their consideration. A grant of the mining right over
these properties should be forthcoming.
Arrangement with creditor
An arrangement has been reached with a material creditor for full and final settlement of any and all amounts as may be due, owing and payable to the creditor for payment of
R484 500 (incl VAT). The creditor was originally recorded at an amount of R726 721 (incl VAT).
Other than the above, there have been no other material subsequent events to report.
Dividend Policy
No dividend has been declared for the interim period.
Changes to the board of directors
Tertius de Villiers, an independent non-executive director, resigned from the board of Sable and as chairman of the Audit and Risk Committee on 16 September 2013, in order to
dedicate his time to his consultancy business. Sable is in the process of identifying a suitable replacement for Tertius de Villiers. The company would like to thank Tertius
for his diligence and contribution to the company over this period.
Going concern
As Sable is an exploration company and is not yet in a cash-generating position; it is obliged to fund its exploration program out of capital. The group is currently raising
capital in order to continue its exploration programme and to cover all general and administration costs. The company’s future prospects and stability relies on its ability to
raise capital for the ensuing year.
At 31 August 2013, the group had accumulated losses of R79 361 835.
As at 22 November 2013, the group had a cash balance of R1 680 586 and a debtor to the amount of R550 904, which is expected to be recovered in December 2013. The company has
a cash burn rate of approximately R550 000 per month as well as an outstanding creditor to the value of R256 500 due at the end of November. Current cash will be sufficient to
cover expenses until January 2014, taking into account that expenses incurred on the Selebi Phikwe project will be re-imbursed by Mr Atang Makgekgenene as they occur. The company
is in the process of recovering an amount of R3 211 594 owing from SARS. The recovery of this amount is dependent on the provision of supporting documents to SARS, which have
been provided, and is not reflected on the statement of financial position. The company will be able to cover expenses until July 2014 once this asset is recovered. The interim
financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future
operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business.
The company is currently negotiating a further private placement of shares. In terms of the general authority to issue shares for cash granted to directors at the annual general meeting
held on 6 March 2013 and in terms of the JSE Listings Requirements, the company has the authority to place 15% of its issued share capital at a discount of not more than 10% of the 30 day
volume weighted average price prior to the date at which the price of the issue is agreed between the company and the party subscribing for the shares.
Segment reporting
Platinum was the only operating sector at the previous reporting period, therefore no sector reporting was done. Since March 2013, two vanadium and iron ore prospecting rights were granted
to the company. A due diligence was also concluded on the Selebi Phikwe steel project. The company consists, therefore, of two business segments currently (platinum and vanadium / iron ore)
with the potential to add steel as the third business segment. Due to the diversification of the company, a proposal will be sent to the JSE in due course to discuss the sector in which Sable is listed.
NOTES TO THE FINANCIAL STATEMENTS
Basis of preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with the conceptual framework and the recognition and measurement requirements of International Financial
Reporting Standards (“IFRS”), the presentation and disclosure requirements of IAS34 Interim Financial Reporting, the SAICA Financial Reporting Guides issued by the Accounting Practices Board, the JSE Listings
Requirements and the Companies Act (Act 71 of 2008). The accounting policies applied in the preparation of these unaudited condensed consolidated interim financial statements comply with IFRS and are consistent
with those used in the interim financial statements for the year ended 28 February 2013.
Except for the new standards adopted as set out below, all accounting policies applied by the group in the preparation of these condensed consolidated interim financial statements are consistent with those
applied by the group in its consolidated financial statements as at and for the year ended 28 February 2013. The group has adopted the following new standards:
a.IFRS 10 – Consolidated Financial Statements
b.Amendments to IAS 1 – Presentation of Items of Other Comprehensive Income
c.Revised IAS 27 – Separate financial statements
d.Amendments to IAS 34 – Interim Financial Reporting
There was no material impact on the interim financial statements identified based on management’s assessment of these standards.
These results have not been reviewed or reported on by the group’s auditors, Grant Thornton (Jhb) Inc. The interim financial statements have been prepared under the supervision of Marietjie van Tonder CA (SA), the financial director.
LITIGATION STATEMENT
There remain two litigious matters that have been initiated and/or are threatened that may have an influence on Sable’s rights to explore, mine or explore and mine certain of the Company’s mineral rights, namely the
Syferfontein litigation and certain appeal proceedings which have been initiated by the Royal Bafokeng Nation (“RBN”) in respect of the Bank Project.
Full details of this litigation appear from Sable’s integrated annual report for the year 2013.
Subsequent to the publication of the annual report:
A memorandum of understanding intended to settle the Syferfontein litigation has been signed by all relevant parties. This memorandum is subject to the conclusion of formal agreements. Upon signature of these agreements
the Syferfontein litigation will have been settled and the company can proceed with its mining right application for all minerals over the Syferfontein property. The SENS announcement published on 7 November 2013 contains
the salient terms of this memorandum.
Sable has conducted an investigation into the allegations of the RBN that they were not consulted prior to the grant of the Bank prospecting right to Mineral Capital Assets (Pty) Ltd (“MCA”). MCA ceded this right to
Coveway Trade and Invest 46 (Pty) Ltd, a Sable subsidiary. The Sable board concluded that the objection raised by RBN is not without merit thereby placing this right in jeopardy of being set aside. Sable has also reviewed
the geology of this project and having assessed the cost benefit of this prospecting right, which was solely for platinum, against the risk to the continued existence of the prospecting right Sable does not believe this
prospecting right is worth pursuing.
By order of the board
Johannesburg
28 November 2013
Executive directors: JG Allan (Chief Executive Officer): RC Hochreiter; DN Levithan; M van Tonder (Financial Director)
Non-executive directors: PB Schabort
Independent non-executive directors: TA Wixley (Chairman); NN Lazarus; CP Mostert
Registration number: 2001/006539/06
Registered address: 4 Fricker Road, Illovo, 2196
Business postal address: PO Box 411130, Craighall, 2024
Company secretary: Juba Statutory Services (Pty) Ltd
Transfer secretaries: Computershare Investor Services (Pty) Ltd
Sponsor: Java Capital Trustees and Sponsors (Pty) Ltd
Date: 28/11/2013 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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