Wrap Text
Condensed reviewed provisional results for th year ended 31 August 2013
MIRANDA MINERAL HOLDINGS LIMITED
Highlights
- Net asset value per share improved from (1.85) cents per share ("cps") at
31 August 2012 to 5.56 cents per share at 31 August 2013
- Net tangible asset value improved from (9.37) cents per share at 31 August 2012
to 1.77 cents per share at 31 August 2013
- Increase in net tangible asset value of the Group's previously published full
year results by approximately R42 million is mainly due to the conversion of
shareholders loans into equity
Condensed reviewed provisional results for the year ended 31 August 2013
Condensed Consolidated Statement of Financial Position
Reviewed Audited
year year
ended ended
(Figures in R'000) 31 Aug 2013 31 Aug 2012
Assets
Non-current assets 43 111 41 645
Property, plant and equipment 17 390 17 044
Intangible assets 24 601 24 601
Other financial assets 1 120 –
Current assets 1 388 8 432
Trade and other receivables 666 1 818
Other financial assets 575 3 322
Cash and cash equivalents 147 3 292
Total assets 44 499 50 077
Equity and liabilities
Equity 33 225 (8 277)
Share capital 179 875 121 945
Share-based payment reserve 7 782 –
Accumulated loss (151 568) (128 004)
Equity attributable to equity holders of the parent 36 089 (6 059)
Non-controlling interest (2 864) (2 218)
Liabilities 11 274 58 354
Non-current liabilities 1 262 791
Finance lease obligation 233 –
Environmental rehabilitation provision 1 029 791
Current liabilities 10 012 57 563
Loans from shareholders 1 475 41 698
Other financial liabilities 1 004 –
Finance lease obligation 59 –
Trade payables 5 764 4 114
Other payables 1 710 11 751
Total equity and liabilities 44 499 50 077
Net asset value per share (cents) 5.56 (1.85)*
Net tangible asset value per share (cents) 1.77 (9.37)*
Shares in issue – closing number 649 048 327 187
Condensed Consolidated Statement of Comprehensive
Income
Reviewed Audited
year year
ended ended
(Figures in R'000) 31 Aug 2013 31 Aug 2012
Operating loss before interest and tax (24 177) (26 147)
Investment revenue 44 48
Fair value adjustment 32 126
Finance costs (109) (1 994)
Loss before taxation (24 210) (27 967)
Taxation - 327
Loss for the year (24 210) (27 640)
Total comprehensive loss (24 210) (27 640)
Loss and total comprehensive loss
attributable to:
Equity holders of the parent (23 564) (27 174)
Non-controlling interest (646) (466)
(24 210) (27 640)
Reconciliation of headline loss
Basic loss for the year (23 564) (27 174)
Adjusted for:
- Impairment of intangible assets 600 -
- Profit on sale of property, plant and equipment (27) (1 966)
- Profit on sale of investment - (16)
- Profit on sale of mining property - (179)
- Profit on sale of subsidiary (4 870) -
Headline loss for the year (27 861) (29 335)*
Weighted average number of shares in issue 521 789 287 317
Basic and diluted loss per share (cents) (4.52) (9.46)
Basic and diluted headline loss per share (cents) (5.34) (10.21)*
* Restated, refer to note 3.
Condensed Consolidated Statement of Cash Flows
Reviewed Audited
year year
ended ended
(Figures in R'000) 31 Aug 2013 31 Aug 2012
Net cash from operating activities (18 087) (33 160)
Net cash from investing activities 2 927 3 229
Net cash from financing activities 12 015 30 513
Total cash movement for the year (3 145) 582
Cash at the beginning of the year 3 292 2 711
Total cash at end of the year 147 3 293
Condensed Consolidated Statement of Changes in Equity
Share- Total
based attributable to Non-
Stated payments Accumulated equity holders controlling Total
(Figures in R'000) capital reserve loss of group interest equity
Balance at 1 Sep 2011 115 051 – (100 830) 14 221 (1 752) 12 469
Total comprehensive loss for the year – – (27 174) (27 174) (466) (27 640)
Issue of shares 6 894 – – 6 894 – 6 894
Total changes 6 894 – (27 174) (20 280) (466) (20 746)
Balance at 1 Sep 2012 121 945 – (128 004) (6 059) (2 218) (8 277)
Total comprehensive loss for the year – – (23 564) (23 564) (646) (24 210)
Share options issued – 7 782 – 7 782 – 7 782
Issue of shares 57 930 – – 57 930 – 57 930
Total changes 57 930 7 782 (23 564) 42 148 (646) 41 502
Balance at 31 Aug 2013 179 875 7 782 (151 568) 36 089 (2 864) 33 225
Group Segmental Analysis
Base
metals and
industrial
(Figures in R'000) Coal Diamonds Gold minerals Other Group
Reviewed year ended 31 Aug 2013
Segment result: Loss before taxation (6 928) (10) – – (17 272) (24 210)
Taxation – – – – – –
Loss after taxation (6 928) (10) – – (17 272) (24 210)
Segment assets 42 486 271 69 586 1 087 44 499
Mining properties 16 822 – – – – 16 822
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 1 789 – – 200 1 087 3 076
Segment liabilities (7 130) – – – (4 144) (11 274)
Depreciation on property, plant and equipment 84 – – – 65 149
Impairments 1 200 – – – – 1 200
Additions 542 – – – – 542
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 5 121 50 077
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 5 121 8 840
Segment liabilities (9 152) (359) (72) (108) (48 663) (58 354)
Depreciation on property, plant and equipment 733 75 15 23 246 1 092
Impairments – – – – – –
Additions 41 – – – 108 149
1. Basis of preparation
The group reviewed condensed provisional results for the year
ended 31 August 2013 have been prepared in accordance with
the Group's accounting policies, which comply with International
Financial Reporting Standards as well as the SAICA Financial
reporting guides as issued by the Accounting Practices Committee,
IAS 34 – Interim Financial Reporting, the Listings Requirements
of the JSE Limited and the Companies Act, 2008 (Act No. 71 of
2008) of South Africa and are consistent with those of the previous
period.
They have been prepared under the supervision of the group's
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 group's principal accounting
policies and assumptions have been applied consistently over the
current and prior financial period. Refer to note 7 for a statement
on going concern.
These results have been reviewed by Grant Thornton (Jhb) Inc
and their unqualified review report is available for inspection at the
group's registered office. The review report includes an emphasis
of matter pertaining to going concern (refer to note 7) as well as
impairment considerations on the Rozynenbosch prospecting right
asset (refer to note 9.2)
2. Financial review
The group reported a basic loss of 4.52 (2012: 9.46) cents per
share, headline loss of 5.34 (2012: 10.21) cents per share, net
asset value of 5.56 (2012: negative net asset value of 1.85) cents
per share and a net tangible asset value of 1.77 (2012: negative
9.37) cents per share. The change from a negative net asset value
of R6 million at 31 August 2012 to a positive net asset value of
R36 million is mainly due to the conversion of shareholders' loans
into equity.
Current liabilities excluding shareholders' loans of R8.5 million
(2012: R15.8 million excluding shareholders' loans) exceed current
assets of R1.4 million (2012: R8.4 million). Current liabilities consist
of trade payables of R5.8 million (2012: R4.1 million) and other
payables of R1.7 million (2012: R11.7 million). Other payables of
R1.7 million were settled after year-end as disclosed in note 5.1.
Shareholders are reminded that due to the nature of Miranda's
business the trading statements are based on net asset value per
share.
3. Prior period error
Due to mathematical errors the following ratios were incorrectly
disclosed in 31 August 2012:
Corrected Previously disclosed
Net asset value per share (1.85) (2.53)
Net tangible asset value
per share (9.37) (10.05)
Basic and diluted headline
(loss) per share (10.21) (8.71)
Headline loss for the year (29 335) (25 013)
4. Disposal of subsidiary
Miranda Mineral Holdings Ltd has disposed 100% of its interest
held in Miranda Support Services (Pty) Ltd on 31 July 2013. Miranda
Support Services (Pty) Ltd was providing all the management
services to the Miranda Group and will still provide these services
until end of February 2014 per the management agreement
between Miranda Support Services (Pty) Ltd and Miranda Mineral
Holdings Ltd. Miranda Mineral Holdings Ltd sold Miranda Support
Services (Pty) Ltd for R1. The transaction resulted in a profit of
R4.9 million on sale of subsidiary for the group.
5. Subsequent events
5.1. Stefanutti Settlement
Sesikhona Klipbrand Colliery (Pty) Ltd has, subsequent to
year-end, paid the final amount outstanding to Stefanutti
Stocks (Proprietary) Limited as per the settlement agreement
concluded between Sesikhona and Stefanutti Stocks
(Proprietary) Limited on 15 March 2013.
5.2. Framica
Subsequent to the year-end, Framica (Pty) Ltd a 70%
subsidiary of Miranda Coal (Pty) Ltd has concluded a
transaction by which it has sold a prospecting right, situated
in Mpumalanga, to Sasol Mining Ltd for a total consideration
of R10 million. After tax and dividends paid this resulted in a
net inflow to the group of R5.7 million.
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 company's directors. They have been prepared by the
directors 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 Group's
ability to continue as a going concern and are reviewed by the
directors on a regular basis to evaluate and assess the Group's
ability to function as a going concern:
– Loss for the year – the group incurred a loss of R24 million (2012:
R28 million). Included in the R24 million loss is a R7.8 million
share-based payment expense;
– Net current liability position – (excluding the shareholders' loans)
is R7.1 million (2012: R7.4 million);
– Production – the group has made progress with its negotiations
to conclude an offtake 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 9.1;
– The group's ability to continue as a going concern depends on
the success of the following:
- Funding negotiations to provide the following:
– R1.6 million cash for general issue of shares subject to
JSE approval December 2013 (Subscription agreements
concluded and cash received into trust accounts)
– R4 million cash for general issue of shares subject to
JSE approval December 2013 (Subscription agreements
concluded)
– R14.4 million cash February 2014 (Planned)
- Litigious matters are largely resolved save for matters as
disclosed under note 9.1.
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 Group's debt to equity ratio after year-end. It
is also of the view that upon execution of an offtake agreement
the group will be sufficiently self-funded. The outstanding litigious
matter is being vigorously defended and the Board is of the view
that the potential contingencies are not material to the group's
overall position.
8. Dividends
No dividends were recommended or declared for the period under
review (2012: nil).
9. Operational review
During the year Management continued with the review of all
projects and the consideration of the disposal of those projects
that fall outside of the core focus areas. This has resulted in the sale
of a prospecting right, situated in Mpumalanga, to Sasol Mining Ltd
as disclosed in note 5.2.
The Board and Management have entered into negotiations with
Sentula Mining Ltd (Sentula), with regard to the acquisition of
Sentula's share in Nkomati Anthracite Mine (Pty) Ltd. This has been
reported on the Securities Exchange News Service (SENS).
In keeping with the strategy to ensure long awaited cash flow,
Management have identified other projects which can be brought
into production in a relatively short period of time, which warranted
immediate further investigation. Further studies are in progress on
these projects.
The development of the two core coal clusters in KZN, namely
Sesikhona and Burnside, remains a focus of Management and
environmental studies are ongoing so as to ensure compliance
with the relevant Authorities.
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 offtake 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. We are
waiting on the Honourable Judge to hand down a ruling on
this matter.
Material losses are envisaged if this offtake agreement is
enforced upon Sesikhona as detailed in the 2012 Annual
Report.
9.2 Rozynenbosch prospecting right
Miranda Minerals (Pty) Ltd, a wholly owned subsidiary,
has been granted a Prospecting Right over the farm
Rozynenbosch 104, in terms of Section 17 (1) of the Mineral
and Petroleum Resources Development Act 2002, pursuant
to an appeal to the Minister of Mineral Resources dated
17 July 2006.
According to the Company's 2010 Annual Report, "the project
involves a lead, silver, zinc and copper deposit located on the
farm Rozynenbosch, in the Kenhardt district of the Northern
Cape. Extensive exploration by Goldfields and Phelps Dodge
in the 1970s and 1980s has resulted in a clearly defined ore
body of about 14 million tonnes, which carries SAMREC
indicated resource status."
Background
Shareholders are referred to the SENS dated 6 October
2011, headed "Business update and Trading Statement", in
which the then Board and executive management initiated
a review of the company's assets. Following this review, the
then Board and executive management took the decision to
derecognise the asset and remove it from the balance sheet
which had the effect of reducing the net asset value of the
company by approximately R284 million.
During January 2012, a review of the status of this Prospecting
Right was affected. After such review, the appeal process,
was pursued, this has now resulted in the granting of this
Prospecting Right.
Whilst a value of R284 million was placed on this project
based on a royalty payment linked to discounted revenue
participation, forecast commodity prices and exchange rates
over the life of mine during February 2006
Taking into account the above fact the current Board and
executive management feels that the prospecting right was
incorrectly derecognised but that a potential impairment
existed during that period.
The Board also believes that the value of this prospecting
right will realise by means of selling the right rather than
developing it and therefore Fair value less costs to sell will
be the more appropriate value. Due to the fact that this is a
unique asset and that no transactions are available relating
to similar assets, the directors don't believe that they can
determine a reasonable fair value at this stage and that any
value indicated could only be misleading.
10. Strategic review and future prospects
In keeping with the Board's focus of acquiring cash producing
assets as well as bringing the group's assets to account, the
executive management committee has been strengthened and the
group now has the required expertise to ensure that the projects
that are being acquired as well as current projects can be efficiently
and effectively brought to account.
The Board is reviewing the group's non-coal assets and considering
their disposal which will result in the group being a coal-focused
producer.
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 and Mr Rudolph de Bruin were appointed as
non-executive directors on the Miranda Board, effective 26 March
2013 and 15 August 2013, respectively. Mr John Wallington was
appointed as Managing Director to the Miranda Board, effective
from 1 November 2013. Dr John Bristow was appointed as an
alternative director to Mr Rudolph de Bruin, a non-executive
director on the Miranda Board, effective from 19 November 2013.
For and on behalf of the Board
Dr L Mohuba M D Cook A Botha
Chairperson Managing Director Chief Financial Officer
Centurion
28 November 2013
COMPANY SECRETARY
Fusion Corp Secretarial Services (Pty) Limited
PO Box 68528
Highveld, Centurion
0169
AUDITORS AND REPORTING ACCOUNTANTS
Grant Thornton (Jhb) Inc
42 Wierda Road West
Wierda Valley
2196
SPONSORS
PricewaterhouseCoopers Corporate Finance (Pty) Limited
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: 28/11/2013 04:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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