Wrap Text
Management discussion and analysis on the interim results
BUFFALO COAL CORP.
(previously Forbes & Manhattan Coal Corp.)
(Registration number: 001891261)
(External company registration number: 2011/011661/10)
Share code on the Toronto Stock Exchange: BUF
Share code on the JSE Limited: BUC
ISIN: CA1194421014
"Buffalo Coal" or "the Company"
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three and six months ended June 30, 2015
(Presented in South African Rands)
BASIS OF PREPARATION
The following Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of
operations of Buffalo Coal Corp. and its subsidiaries ("we", "our", "us", "BC Corp", the "Company" or collectively the
"Group") for the three and six months ended June 30, 2015 and should be read in conjunction with the audited
annual consolidated financial statements for the years ended December 31, 2014 and February 28, 2014 and the
unaudited and condensed interim consolidated financial statements for the three and six months ended
June 30, 2015. The condensed interim consolidated financial statements ("Interim Results") and related notes have
been prepared in accordance with International Financial Reporting Standards ("IFRS") and are in compliance with IAS
34, Interim Financial Reporting. Certain non-IFRS measures are discussed in this MD&A which are clearly disclosed as
such. Additional information and press releases have been filed electronically through the System for Electronic
Document Analysis and Retrieval ("SEDAR") and are available online under the Buffalo Coal Corp. profile at
www.sedar.com.
This MD&A reports our activities through August 13, 2015 unless otherwise indicated. References to CYQ2 2015 and
CYQ1 2015 mean the three months ended June 30, 2015 and March 31, 2015, respectively. References to CY2014 and
PY2014 mean the financial years ended December 31, 2014 and February 28, 2014, respectively. References to
CYQ3 2014, CYQ2 2014 and CYQ1 2014 mean the three, three and four months ended December 31, 2014,
September 30, 2014 and June 30, 2014, respectively and references to PYQ4 2014, PYQ3 2014 and PYQ2 2014 mean
the three months ended February 28, 2014, November 30, 2013 and August 31, 2013. A reference to CY2015 means
the future year ending December 31, 2015.
From March 1, 2014, the Company and its subsidiaries changed their financial year-ends from February 28 to
December 31.
Unless otherwise noted all amounts are recorded in South African Rands ("R" or "Rands"). References to "C$" mean
Canadian Dollars and to "US$" mean United States Dollars. Amounts stated in Canadian Dollars or US Dollars are
translated at the date of transaction, unless otherwise stated. These other amounts stated in Canadian Dollars were
translated at C$1:R9.9431 and amounts in US Dollars were translated at US$1:R12.2854.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This MD&A contains forward-looking information under Canadian securities legislation. Forward-looking information
includes, but is not limited to, information with respect to the Company's expected production from, and further
potential of, the Company's properties; financial and operational planning and strategic goals; the Company's ability
to raise additional funds; the timing and amount of advances under existing loan facilities; the future price of
minerals, particularly coal and overall market conditions for resource issuers; the estimation of mineral reserves and
mineral resources; conclusions of economic evaluations; the realization of mineral reserve estimates; the timing and
amount of estimated future production; costs of production; capital expenditures; success of exploration activities;
mining or processing issues; currency exchange rates; government regulation of mining operations; labour relations
and future collective agreements; and environmental risks. In general, forward-looking information can be identified
by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken",
"occur" or "be achieved". Forward-looking information is based on the opinions, estimates and assumptions of
management as of the date such statements are made and the Company can give no assurance that such opinions,
estimates and assumptions are correct. Estimates regarding the anticipated timing, amount and cost of exploration,
and development and production activities are based on assumptions underlying mineral reserve and mineral
resource estimates and the realization of such estimates. Capital and operating cost estimates are based on extensive
research of the Company, purchase orders placed by the Company to date, recent mining costs and other factors.
Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking information. Such factors include: risks
relating to the requirement for additional capital; production estimate risks; the price of coal; labour and
employment risks; cost estimate risks; mineral legislation risks; title to mineral holdings risks; power supply risks; risks
relating to the depletion of mineral reserves; litigation risks; South Africa country risks; infrastructure risks;
environmental risks and other hazards; risks relating to dependence on key personnel; dependence on outside
parties; exploration and development risks; risks relating to foreign mining tax regimes; insurance and uninsured
risks; competition risks; the Company's securities may experience price volatility; risks relating to owning foreign
assets; currency fluctuation risks; and the Company's directors and officers may have conflicts of interests. Although
management of the Company has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate,
as actual results and future events could differ materially from those anticipated in such information. Accordingly,
readers should not place undue reliance on forward-looking information. The Company does not undertake to update
any forward-looking information, except in accordance with applicable securities laws.
OVERVIEW OF THE COMPANY
BC Corp is a coal mining and supply company operating in South Africa. The Company is listed on the Toronto Stock
Exchange ("TSX") and the securities exchange operated by the JSE Limited ("JSE"). BC Corp trades under the symbol
"BUF" on the TSX and "BUC" on the JSE.
In July 2010, the Company completed an agreement to acquire Buffalo Coal Dundee Proprietary Limited ("BC
Dundee"), a South African company, with an interest in coal mines in South Africa ("BC Dundee Properties"). The BC
Dundee Properties comprise the operating Magdalena bituminous mine ("Magdalena") and the Aviemore anthracite
mine ("Aviemore"). BC Dundee's Magdalena opencast operation reached the end of its life during CYQ1 2015 and the
Group is now engaged only in underground coal mining.
BC Dundee indirectly holds a 70% interest in the BC Dundee Properties through its 70% interest in Zinoju Coal
Proprietary Limited ("Zinoju"), which holds all of the mineral rights with respect to the BC Dundee Properties. The
remaining 30% interest in Zinoju is held by South African Black Economic Empowerment ("BEE") partners. BEE is a
statutory initiative on behalf of the South African government, enacted to increase access by historically
disadvantaged South Africans ("HDSA") to the South African economy by increasing HDSA ownership in South African
enterprises.
Magdalena is located 22 kilometers from the town of Dundee in KwaZulu-Natal, South Africa and encompasses
approximately 1 844 hectares. As reported in the National Instrument 43-101 report as at October 1, 2012,
Magdalena, which until CYQ1 2015 consisted of the Magdalena underground mine and the Magdalena opencast
operation, had an estimated mineable coal resource, all in the measured resource category, of an estimated 50.29
million tons of in situ coal with an estimated volume of 33.52 cubic meters. From October 1, 2012 to June 30, 2015,
3.1 million tons of run of mine ("ROM") was extracted from Magdalena at an average extraction rate of 50%.
The Magdalena underground mine has an estimated total production capacity of 100 000 tons of bituminous coal per
month. Additional sections have been introduced into the underground mine to maintain this capacity with the
opencast operation having closed in CYQ1 2015. One of the Company's two processing plants is located on the
Magdalena property.
Aviemore is located eight kilometers from the town of Dundee in KwaZulu-Natal and encompasses approximately
5 592 hectares. As reported in the National Instrument 43-101 report as at October 1, 2012, Aviemore had a
mineable measured and indicated coal resource of 35.35 million tons of in situ coal with an estimated volume of
23.57 million cubic meters. From October 1, 2012 to June 30, 2015, 1.2 million tons of ROM was extracted from
Aviemore at an average extraction rate of 55%.
The Aviemore underground mine has an estimated production capacity of 45 500 tons of anthracite per month.
BC Dundee's head office is located in the town of Dundee and is known as the Coalfields site. The second processing
plant is located at Coalfields, as is the Company's rail siding.
BC CORP RESOURCES
Below is an extract of the National Instrument 43-101 Resource and Reserve statement dated October 1, 2012 as
disseminated on SEDAR. Mr SP Müller B.Eng (Mining), M.Eng (Project Management), Pr.Eng, SAIMM, a qualified
person as defined in National Instrument 43-101 has read and approved the scientific and technical information
included in this table. The table sets forth the mineable coal resource estimate for the BC Dundee Properties.
Mineable Coal Resources for the BC Dundee Operations as at October 1, 2012
Resource
Seam Resource Seam Fixed Inherent
Width Classification Width Volume RD Tonnage Ash Carbon CV moisture Sulphur Volatiles Yield
Area Seam Cut-Off m Category m Mm(3) t/m(3 Mt % % MJ/Kg % % % %
Magdalena
Magdalena Gus 0.8 Measured 1.90 8.48 1.5 12.72 14.89 65.79 29.46 1.23 1.62 17.76 77.52
Underground Alfred 0.8 Measured 2.10 10.72 1.5 16.08 15.62 66.21 30.16 1.39 1.48 16.76 79.02
Combined 0.8 Measured 4.10 13.98 1.5 20.97 14.77 67.84 29.25 1.39 1.55 15.27 82.98
Total Measured 33.18 1.5 49.77 15.08 66.79 29.60 1.35 1.55 16.39 80.31
Magdalena Gus 0.8 Measured 1.90 0.10 1.5 0.16 22.35 54.28 25.63 1.83 1.68 21.52 89.01
Opencast Alfred 0.8 Measured 2.00 0.24 1.5 0.36 26.58 51.97 23.53 1.93 1.90 19.51 95.04
Total Measured 0.34 1.5 0.52 25.30 52.67 24.16 1.90 1.83 20.12 93.22
Gus 0.8 Inferred 1.50 1.97 1.5 2.96 21.24 - 22.11 0.98 1.84 13.19 100
Hilltop Alfred 0.8 Inferred 1.60 5.64 1.5 8.46 21.07 - 22.24 0.94 1.86 13.47 100
Total Inferred 7.61 1.5 11.42 21.11 - 22.21 0.95 1.85 13.40 100
Aviemore
Aviemore Mine Gus 0.8 Measured 1.80 0.82 1.5 1.23 13.34 77.76 30.15 1.84 2.01 7.19 74.31
Total Measured 0.82 1.5 1.23 13.34 77.76 30.15 1.84 2.01 7.19 74.31
Leeuw Mining &
Exploration Gus 0.8 Indicated 1.72 9.72 1.5 14.58 13.55 77.53 29.00 2.21 1.80 6.73 63.51
Zinoju Coal Gus 0.8 Indicated 1.72 13.03 1.5 19.54 13.46 75.51 28.93 2.59 1.60 8.28 57.00
Total Indicated 22.75 1.5 34.12 13.50 76.37 28.96 2.43 1.69 7.62 59.78
Total Measured & Indicated 23.57 1.5 35.35 13.49 76.42 29.00 2.41 1.70 7.60 60.29
Leeuw Mining &
Exploration Gus 0.8 Inferred 1.72 1.09 1.5 1.63 14.97 74.78 27.29 1.77 1.41 8.50 55.98
Zinoju Coal Gus 0.8 Inferred 1.72 8.99 1.5 13.48 14.14 74.72 28.85 2.49 1.71 8.64 59.60
Total Inferred 10.08 1.5 15.11 14.23 74.75 28.69 2.41 1.68 8.63 59.23
Notes:
1. Coal Resources are inclusive of Coal Reserves.
2. Coal Resources are inclusive of tons mined since the effective date.
3. Tons and qualities have been rounded and this may result in minor adding discrepancies.
4. The coal qualities are stated for the ash content ("Ash"), fixed carbon, calorific value ("CV"), inherent moisture, sulphur content ("Sulphur"),
volatile matter ("Volatiles") and yield.
5. The coal qualities assays were determined on an air-dried moisture basis.
6. A 15% geological loss has been applied to the Gross in situ tons.
7. The declared tabulation of coal resources prepared by Minxcon has been prepared in accordance with the NI 43-101 reporting code and is
compliant with this Code.
8. A cut-off seam thickness of 0.8 m has been applied to the Gross in situ Coal Resource statements.
9. The Coal Resources for the Magdalena and Aviemore Areas are calculated on 1.7 t/m(3) float density coal quality values and the Hilltop Coal
Resources are calculated on Raw coal quality values.
10. The coal density for all areas is 1.5 t/m(3).
11. The Hilltop data received from the Client did not include fixed carbon values.
12. The mining right to Leeuw Mining & Exploration properties has been transferred to Zinoju.
The following table depicts the amount of coal mined since the date of the previous National Instrument 43-101
Resource and Reserve statement dated October 1, 2012. The information in this table was read and approved by Mr
SP Müller.
From October 1, 2012 to June 30, 2015, the following run of mine ("ROM") was extracted (1):
- Magdalena opencast (t): 689 377
- Magdalena underground (t): 2366 334
- Aviemore (t): 1 220 903
(1) At an average extraction factor of 50% for Magdalena and 55% for Aviemore mine.
CONSOLIDATED OPERATIONAL AND FINANCIAL HIGHLIGHTS FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2015
The operational highlights and summarized financial results for CYQ2 2015 are presented below as compared to
CYQ1 2014 and CYQ1 2015. The Group achieved ROM production of 522kt, saleable production (excluding calcine) of
281kt and sales of 277kt in CYQ2 2015.
6 months 7 months 3 months 4 months 3 months
ended ended ended ended ended
June 30, June 30, June 30, June 30, March 31,
Operational results 2015 2014 2015 2014 2015
ROM (t) 995 108 799 674 522 266 490 794 472 842
- Aviemore (t) 240 366 258 532 121 135 157 023 119 231
- Magdalena (t) 754 742 541 142 401 131 333 771 353 611
Saleable production (excluding calcine) (t) 518 060 491 426 281 119 306 568 236 941
- Anthracite (t) 150 235 157 857 77 429 98 106 72 806
- Bituminous (t) 367 825 333 569 203 690 208 462 164 135
Yield on plant feed (excluding calcine) (%) 54.6% 60.8% 57.0% 60.1% 51.9%
Sales (t) 521 900 538 669 276 842 315 495 245 058
- Anthracite (t) 120 357 177 166 52 169 79 815 68 187
- Bituminous (t) 381 959 338 475 216 279 221 895 165 681
- Calcine (t) 19 584 23 028 8 394 13 785 11 190
Inventory tons 44 849 105 387 44 849 105 387 40 102
6 months 7 months 3 months 4 months 3 months
ended ended ended ended ended
June 30, June 30, June 30, June 30, March 31,
Financial results 2015 2014 2015 2014 2015
Revenue (R'millions) 343.9 383.5 179.2 220.2 164.7
EBITDA (R'millions) (*) (32.5) (17.4) (12.5) (5.5) (19.9)
Average selling price per ton sold (R) 659 712 647 698 672
Cash cost of sales per ton (R) 650 672 636 630 666
Cash (utilized in)/generated from operating
activities (R'millions) (14.5) (45.8) (16.6) (10.3) 2.2
Cash (utilized in)/generated from investing
activities (R'millions) (31.5) (11.9) (12.3) 0.7 (19.2)
Cash generated from financing activities
(R'millions) 57.5 52.8 0.0 4.4 57.5
CAD:ZAR (average) 9.65 9.75 9.83 9.66 9.48
USD:ZAR (average) 11.91 10.65 12.09 10.59 11.74
(*) See Non-IFRS Performance Measures section of this MD&A.
OVERVIEW OF THE PERIOD AND OUTLOOK FOR THE GROUP
Markets
The Group supplies high quality bituminous coal and anthracite to both the export and domestic markets.
Bituminous
The API 4 coal price index was at US$61 per ton at the end of June 2015 and has decreased to around US$56 per ton
as of August 11, 2015. Over the past six months, approximately 20% of the Group's sales have comprised export
bituminous sales which have been priced against the API 4 coal price index. The Group significantly mitigated its
exposure to this index based risk through the restructuring of one of its major bituminous export contracts to a fixed
price contract during PY2014, however, there still remains a risk on future export sales to current and new potential
customers. The short- to medium-term outlook for the API 4 coal price index still remains in backwardation.
On the domestic front, the bituminous coal market has remained steady, with a continued healthy outlook for the
upcoming year. Domestic coal supply contracts are typically structured at a negotiated coal price over a twelve month
period.
Anthracite
The anthracite market is highly correlated with the metals industry where anthracite is primarily used as a reductant.
South Africa is also a large steel producer and continues to be a net importer of metallurgical coal and coke products.
South Africa is one of the world's largest ferrochrome and ferroalloy producers, however as these markets are under
severe pressure, the domestic demand for anthracite has weakened over the last quarter. Anthracite supply
contracts are typically structured at a negotiated price.
Due to the current economic climate the Group has focused all efforts on securing new market opportunities for both
anthracite and bituminous products.
Operational
Restructuring of Business
Over the past two years, BC Dundee has been operating under increasingly difficult financial circumstances. This has
been as a result of a number of factors, but principally arising from the underperformance by Magdalena
underground in CY2014, together with the uncertainty of continued operations at Magdalena opencast, and the
reduction in export coal prices over this period.
BC Corp has undertaken a number of restructuring initiatives to support and turn-around the current financial
position of the business. This restructuring has taken place throughout the Group, and has included the following
initiatives:
- The effective closure of the entire Canadian head office and the termination of service contracts with a large
number of senior management staff in both Canada and Johannesburg resulting in net savings of
approximately R15.0 million per annum.
- Raising a total of approximately R356.3 million from Resource Capital Fund V L.P. ("RCF"), to support the
Group's working capital requirements and to implement a capital expenditure program to replace old and
unreliable equipment.
- Restructuring of BC Dundee's debt facilities with Investec Bank Limited ("Investec") to provide cash relief to
BC Dundee in terms of servicing and covenant reporting requirements until December 2015.
- An attempt to move Magdalena underground onto full calendar operations, in order to increase production
levels to support the high fixed cost base. In March 2015 there was a change back from the three shift system
to two 10 hour shifts, which has seen an increase in the production during this period.
- Ongoing cost cutting initiatives implemented in all aspects of the Group over the past two years as markets
have deteriorated.
- The appointment by Zinoju of STA Coal Mining Proprietary Limited ("STA"), a contract mining company, to
increase volumes at Magdalena underground at a fixed rate per ton, to assist in sustaining the Group's
production and sales levels and contribute towards the overall fixed costs. BC Dundee does not currently
have the ability to fund the capital requirements for additional mining sections.
Despite these considerable efforts, the Group remained in severe financial difficulty which necessitated a
restructuring, in the form of dismissals in terms of Section 189A of the South African Labour Relations Act, No 66 of
1995 ("LRA"), in order to ensure the continuation of employment for the majority of its staff whilst enabling the
sustainability of the business. This restructuring was implemented by BC Dundee in March 2015 resulting in an
approximate 25% reduction in the labour complement at a total cost of R13.7 million.
Refer to Legal proceedings below with regards to the application brought by the Association of Mineworkers and
Construction Union ("AMCU") against BC Dundee and Zinoju in relation to the Section 189A process concluded in
March 2015.
In May 2015, BC Dundee initiated a second restructuring process focusing on Magdalena, which at that time
continued to underperform, particularly relative to the capital which had been spent on new equipment over the past
year. This restructuring is anticipated to be implemented by BC Dundee in Q3 2015. A provision for retrenchment
costs of R6.4 million (excluding leave pay which was previously provided for) has been recognized as of June 30, 2015.
Despite the numerous challenges which BC Corp has faced over the past two years, with the support of RCF, the
Group is well structured to move forward despite continued depressed markets.
Other
As announced on August 4, 2015, a fall of ground occurred at Magdalena. No employees were affected by the
incident, and the partial loss of raw coal production is anticipated to be approximately two weeks. The fall of ground
occurred in a worked out area of the mine which was being used as an access way for the conveying of coal from two
of the four production sections to surface. The fall of ground has necessitated that the Company accelerate its
planned relocation of a portion of the conveyor infrastructure to a new surface access adit. This adit was recently
established for that purpose and has been used for several months already for the transport of working crews to the
two underground sections. The new adit has been designed to significantly shorten the underground infrastructure
to surface and installation of the new conveyor belt infrastructure has progressed well and is anticipated to be
completed in August 2015. The other sections at Magdalena continue to produce well and as a result of good
production over the past two months, the Group has sufficient stock available to service customers during the short
period of reduced production.
RCF Loan Facilities
On March 27, 2015, BC Corp closed a second amended and restated RCF agreement ("Second Amended RCF
Agreement") and secured an additional US$4.0 million loan facility which was advanced as a bridge loan ("2015
Bridge Loan") and, on June 19, 2015, upon the Company receiving shareholder approval at the annual and special
meeting of shareholders, rolled over into the US$25.0 million loan facility ("Existing RCF Convertible Loan"), under
the same terms and conditions except for the amendments to the interest rate and conversion price on the full
US$29.0 million facility ("RCF Convertible Loan").
The 2015 Bridge Loan bore interest at a rate of 15% per annum, payable on the maturity date which was the earlier of
the date on which the shareholder approval was received or June 30, 2015. Upon receipt of the shareholder approval,
interest became payable in common shares of the Company ("Common Shares") at a price per share equal to the 20-
day volume weighted average price ("VWAP") as at the date the payment was due. No establishment fees were
incurred on the 2015 Bridge Loan.
Upon receipt of the shareholder approval, the interest rate on the RCF Convertible Loan was increased to 15% per
annum and the conversion price was decreased to C$0.0469, a 25% discount to the 5-day VWAP as at January 30,
2015.
As of June 30, 2015, the Company had drawn US$27.7 million (R339.9 million) from the RCF Convertible Loan and had
US$1.3 million available for drawdown from the RCF Convertible Loan. Subsequent to June 30, 2015, the Company
drew the remaining US$1.3 million.
Legal proceedings
As mentioned above, AMCU brought an application against BC Dundee and Zinoju in the Labour Court of South Africa
pertaining to the Section 189A restructuring process implemented by BC Dundee during CYQ1 2015. The matter was
heard in Court on April 14, 2015. On April 24, 2015, the LRA dismissed the application brought by AMCU with costs.
An application for leave to appeal was lodged by AMCU on April 29, 2015, and the appeal record was filed on
July 15, 2015. AMCU filed its heads of argument on July 31, 2015, and the Company has until September 30, 2015 to
deliver its responding heads of argument. The hearing has been set down by the Labour Appeal Court for November
4, 2015.
On April 10, 2015, BC Dundee received notice that AMCU had referred a dispute to the Commission for Conciliation,
Mediation and Arbitration ("CCMA") in respect of the substantive fairness of the S189A restructuring process
implemented in CYQ1 2015, which was heard on May 18, 2015. The CCMA referred the matter to the Labour Court.
AMCU has until August 17, 2015 to submit this dispute should it elect to pursue the matter.
On April 20, 2015, the trustees of the Avemore Trust brought an application in the High Court of South Africa against,
among others, the South African Minister of Mineral Resources ("the Minister"), BC Dundee and Zinoju. In terms of
the application, the trustees of the Avemore Trust challenged the decision by the Minister, subsequent to an internal
appeal process concluded during September 2014, to grant a converted mining right to BC Dundee and to grant
consent for the cession of the converted mining right to Zinoju. There have been various settlement offers between
the parties, but should settlement not be reached, BC Dundee and Zinoju intend to oppose the application.
TSX delisting review
The TSX has advised the Company that it has been placed under a remedial delisting review in terms of whether the
Company meets the continued listing requirements of the TSX in the following areas: (i) the Company's financial
condition and operating results, and (ii) the market value of publicly held listed securities of the Company. The
Company has been granted an initial period of 120 days to comply with all requirements of the TSX for continued
listing. The Company is currently in discussions with the TSX to satisfy the continued listing requirements. In the event
the Company is unable to continue with the listing of its securities on the TSX, the Company will assess other listing
alternatives.
Resignation of Corporate Secretary
On July 23, 2015, the Company announced the resignation of Ms. Lorraine Harrison as Corporate Secretary of BC
Corp, effective July 24, 2015. On that date, the Company appointed Ms. Sarah Williams as Corporate Secretary of BC
Corp.
STRATEGY AND FUTURE PLANS FOR THE DECEMBER 2015 FINANCIAL YEAR
The Group's long term vision is to build a high quality bituminous and metallurgical coal mining and supply company.
Future production growth is set to be twofold, firstly through expansion and optimization of the existing BC Dundee
operations and secondly through acquisition in the Southern African region.
In the current economic climate, compounded by the impact of the events of CY2014, including the flooding incident at
Magdalena underground, the tragic fatality at Aviemore and the necessity of having to initiate various restructuring
processes, the short term strategy of the Group is an internal focus on a turn-around back to profitability to ensure the
creation of a sustainable foundation to take forward.
The Group will continue to pursue attractive expansion opportunities where it is believed that such opportunities will
be synergistic and value enhancing to the existing business, while not removing the focus on the existing Dundee
operations. In particular, the Magdalena opencast reserve reached the end of its life of mine during CYQ1 2015, and
the Company continues to seek replacement tonnages in the area.
The Company's key strategic goals for the year ending December 31, 2015 are summarized below:
General
- Continued focus on cost containment at both an operational and corporate level and a return to profitability
and positive cash generation;
- Focus on achieving production targets through forward planning and improvement of operational efficiencies;
- Explore opportunities to increase revenue by sourcing new market opportunities for both anthracite and
bituminous products;
- Increase rail and port allocation to further gain exposure to seaborne bituminous and anthracite export
markets, where feasible and profitable; and
- Increasing the awareness of safety to reduce the number of lost time injuries ("LTI").
Magdalena
- Achieve saleable production of 725kt;
- Increase productivity and production capacity at Magdalena through the introduction of STA as a contract
miner; and
- Replacement of the Magdalena opencast resource which has reached the end of its life of mine, through the
acquisition of opencastable resources in the area or replacement of the opencast tonnages with additional
underground sections.
Aviemore
- Achieve saleable production of 310kt;
- Relocate the adit at the mine;
- Progress the exploration program and feasibility study for the expansion of Aviemore to a 1Mt per year
producer; and
- Estimated stay in business capital expenditure of R6 million for the remainder of CY2015.
Wash plants
- Improve wash plant recovery rates from current levels by improving efficiencies of the wash plant and reducing
contamination at source;
- Investigate product upgrade potential; and
- Estimated stay in business capital expenditure of R6 million for the remainder of CY2015.
Expansion opportunities
- An internal scoping study for the expansion of Aviemore has been completed, the results of which appear
favourable and management recommends the study to proceed to the next stage.
- The Company continues to seek opportunities to secure additional opencast reserves in the northern KwaZulu-
Natal region.
- The Company will also continue to explore the potential for acquisition of further high quality bituminous and
metallurgical coal projects (both greenfield and producing) in the Southern African region.
The ability of the Company to increase production amounts has not been the subject of a feasibility study and there is
no certainty that any expansion proposals will be economically feasible.
OPERATIONAL RESULTS
The operational results are for the three month period ended June 30, 2015 compared to the four month period
ended June 30, 2014.
ROM Production
Total ROM production for CYQ2 2015 was 522kt compared to 491kt produced in CYQ1 2014. The monthly average
ROM production for CYQ2 2015 was 174kt compared to 123kt for CYQ1 2014, an increase of 41.9%.
ROM production from Magdalena operations for CYQ2 2015 was 401kt, compared to 334kt produced in CYQ1 2014,
which equates to an average of 134kt per month for CYQ2 2015 compared to 83kt for CYQ1 2014, an increase of
60.2%. ROM production comprised 401kt from the underground operations as compared to 269kt from the
underground operations and 65kt from the opencast in CYQ1 2014. The increase in tons is as a result of additional
tons mined by STA during CYQ2 2015 as well as a significant improvement in production from the two sections
operated by BC Dundee this quarter.
ROM production from Aviemore for CYQ2 2015 was 121kt compared to 157kt produced in CYQ1 2014, which equates
to an average of 40kt per month for CYQ2 2015 compared to 39kt for CYQ1 2014, an increase of 2.9%. Aviemore
continues to perform in line with historic and budgeted performance levels.
Saleable Production
Saleable coal production for CYQ2 2015 was 281kt (excluding calcine) compared to 307kt in CYQ1 2014. The monthly
average for CYQ2 2015 was 94kt compared to 77kt in CYQ1 2014, an increase of 22.3%, which was in line with the
increase in ROM production and offset by a decline in the yields.
Saleable calcine product was 7kt for CYQ2 2015 compared to 15kt in CYQ1 2014, which equates to an average of 2kt
per month for CYQ2 2015 compared to 4kt in CYQ1 2014, a 40.1% decrease, mainly due to continual breakdowns on
the kiln as well as a decrease in demand due to one of the customers having shut-down their own operations during
the period.
The total calculated yield from plant feed was 57% for CYQ2 2015, compared to 60% for CYQ1 2014. Towards the end
of CY2014 and continuing into CYQ1 2015, the yields at Magdalena wash plant deteriorated due to various factors.
The Company is pleased with the slight improvement in the yields from CYQ1 2015 as a result of stricter density
control and the reclaiming of the accumulation of coal around the ROM and product stockpile base areas as
previously reported in CYQ1 2015.
Sales
Total sales of bituminous coal and anthracite products for CYQ2 2015 were 277kt compared to 315kt sold in
CYQ1 2014. The monthly average sales for CYQ2 2015 were 92kt compared to 79kt in CYQ1 2014, an increase of
17.0%.
Bituminous sales for CYQ2 2015 were 216kt, of which 74% were export sales and 26% were domestic sales. This
compares to 222kt sold in CYQ1 2014 of which 54% were export sales and 46% were domestic sales. The monthly
average sales tons in CYQ2 2015 were 72kt compared to 55kt in CYQ1 2014, an increase of 30.0%. Bituminous sales
increased in comparison to CYQ1 2014 due to the significant increase in production during CYQ2 2015.
Anthracite sales for CYQ2 2015 were 52kt, of which 62% were export sales and 38% were domestic sales. This
compares to 80kt sold in CYQ1 2014 of which 39% were export sales and 61% were domestic sales. The monthly
average sales tons in CYQ2 2015 were 17kt compared to 20kt in CYQ1 2014, a decrease of 12.9%.
The decrease in anthracite sales is mainly as a result of a drop in demand domestically as one of the Group's major
domestic customers has shut operations for the next year. The Company is negotiating with export customers to
maintain sales levels.
Logistics
Coal is normally transported by rail and truck to domestic customers, while export coal is transported to the Richards
Bay Coal Terminal ("RBCT") and the Navitrade Terminal by rail. The Company has 204 500 tons of export allocation at
RBCT. The contract with Grindrod Terminal Richards Bay, a division of Grindrod South Africa Proprietary Limited
("Grindrod") in respect of the Navitrade allocation terminated on December 31, 2013 and was not renewed. The
Company will utilize the Navitrade Terminal only on a spot basis or alongside other strategic marketing partners,
when profitable.
Health and Safety
The Company runs an integrated Safety, Health and Environment ("SHE") management system and fully supports the
co-existence of safety, occupational health and the environment within which the Company operates, in order to
ensure compliance and achieve zero harm. The Company values the contribution of a safe and healthy workforce into
its overall productivity and believes that an incident and injury free workplace is possible. The Company has
embarked on various training and development initiatives and related ventures in order to improve individual outlook
on safety, health and the environment. As of June 30, 2015, the Company employs approximately 700 employees.
The Company used the OHSAS18001 framework to establish its integrated SHE management system as well as
minimum standards.
Safety
The Group had gone more than seven years without a fatality, unfortunately, one fatal incident occurred during
September 2014 at Aviemore. The current fatality free production shifts for the business units are 4 916 (Magdalena),
420 (Aviemore) and 5 564 (Coalfields wash plant). There have been continued pockets of excellence, such as the
Coalfields processing plant which has achieved 1 540 days without an LTI. Other safety achievements worth noting
are the Magdalena washing plant and Aviemore which have both gone over one year without an LTI.
The main challenge is at the underground operations: Aviemore, which suffered a fatality in September 2014 and
Magdalena, where nine LTIs occurred during CY2014. The Company is pleased to report that there were no LTIs
during CYQ2 2015. A number of initiatives have been embarked upon, such as "night audits" and "Visible Felt
Leadership" which are directed at improving health and safety conditions.
Date LTI CY15 LTIFR CY 14 Industry Average LTIFR Target CY 2015 LTIFR CY15
Jan-15 1 0.82 0.36 0.19 0.78
Feb-15 0 0.76 0.36 0.19 0.36
Mar-15 1 0.74 0.36 0.19 0.55
Apr-15 0 0.55 0.36 0.19 0.45
May-15 0 0.71 0.36 0.19 0.40
Jun-15 0 0.59 0.36 0.19 0.32
Jul-15 0 0.79 0.36 0.19 0.26
Aug-15 0 0.70 0.36 0.19 0.22
Sep-15 0 0.62 0.36 0.19 0.20
Oct-15 0 0.62 0.36 0.19 0.17
Nov-15 0 0.57 0.36 0.19 0.16
Dec-15 0 0.53 0.36 0.19 0.14
Occupational Health
The health and wellness of the Group's employees plays a pivotal role in the Company's safety performance as well as
productivity. The main aim of the Group and policy commitment is to ensure that industry milestones for
occupational health are achieved and that the Group continues to strive towards improving the health of its
employees as well as interested and affected parties.
The Group has established a medical surveillance link between exposure and medical examinations by running an
integrated SHE system. The pre-employment periodical as well as exit medical surveillance are linked to the
occupational health programs for noise, airborne pollutants and thermal stress, which are directly linked to minimum
standards of fitness to work. Other occupational hygiene factors are duly considered.
The Group operates its own occupational health facilities, which are staffed with highly qualified and experienced
professionals who render a high level service to direct as well as indirect clients, whilst ensuring legal compliance as
well as compliance with in-house standards.
Environmental Management
The Group endeavors to conduct its business in a manner that depicts understanding of the fact that the environment
is borrowed from future generations and as such must be conserved. The Company aims to leave the environment in
a better state than it was prior to the start of operations. Compliance with legal and other requirements,
environmental management plans and requirements on water use licenses as well as managing all environmental
aspects and impacts is one of the key principles of the Company. As at June 30, 2015 the number of non-
conformances was kept to a minimum and scheduled environmental audit and inspections have been embarked upon
with the aim to maintain the status quo and continue improvements.
Minerals Royalty
All operations at BC Dundee are subject to South African law, including the Mineral and Petroleum Resources Royalty
Act, 28 of 2008 ("Royalty Act"). In terms of the Royalty Act, all companies extracting minerals in South Africa are
required to pay royalties at a rate of between 0.5% and 7% based on gross sales, less their allowable deductions,
depending on the refined condition of the mineral resources.
Coal is classified as an unrefined mineral and the percentage royalty payable is therefore calculated according to the
following formula:
% royalty payable = 0.5 + [Earnings before interest and tax/(Gross sales x 9)] x 100
Social Development
A key component of the Group's strategy involves social development and the enrichment of the local communities,
which is carried out through the Group's Social and Labour Plans. The development of people, both employees and
local community, is a fundamental principle in the business strategy. The Group provides opportunities and resources
for the employees to be fully developed in job disciplines that form part of the occupational structures of the Group.
The Group's human resource development includes:
- portable skills training for both employees and the community;
- the Adult Education and Training ("AET") project which aims to improve the literacy rate of employees and the
members of the community. AET learners are offered the opportunity to become functionally literate and
numerate;
- a Mathematics, Science and Accounting project which offers tutoring to Grade 12 learners in the mining
community. The Company recruits competent educators through the Department of Education to offer tuition.
Through this intervention, Grade 12 results have improved;
- an internship program for unemployed graduates;
- a bursary program in mining related fields. The Bursars are given the opportunity to do vacation work, gain
experience and do in-service training to meet the graduation requirements; and
- an engineering and mining learnership program.
The Company's local economic development projects include:
- advancement of Small, Medium and Micro-sized Enterprises ("SMMEs") within the local community including
the development of a sewing project and various agricultural projects such as poultry farming;
- the construction of a crèche near the Magdalena mine; and
- the renovation of a primary school in the district.
FINANCIAL RESULTS
Revenue
Coal revenues earned during CYQ2 2015 were R179.2 million compared to R220.2 million earned during CYQ1 2014.
The monthly average for CYQ2 2015 was R59.7 million compared to 55.1 million in CYQ1 2014, an increase of 8.5%.
During CYQ2 2015, the sales tons were 277kt compared to sales of 315kt for CYQ1 2014, which equated to a monthly
average for CYQ2 2015 of 92kt compared to 79kt in CYQ1 2014, an increase of 17.0%.
Bituminous sales for CYQ2 2015 were R38.8 million for domestic (56kt) and R99.5 million for export (160kt),
compared to R65.4 million for domestic (102kt) and R86.0 million for export (120kt) in CYQ1 2014. The monthly
average revenue for CYQ2 2015 was R12.9 million for domestic (19kt) and R33.2 million for export (53kt) compared to
R16.4 million for domestic (26kt) and 21.5 million (29kt) in CYQ1 2014.
Anthracite sales (including calcine) for CYQ2 2015 were R27.1 million for domestic (28kt) and R13.3 million for export
(33kt), compared to R54.9 million for domestic (63kt) and R13.5 million for export (31kt) in CYQ1 2014. The monthly
average revenue for CYQ2 2015 was R9.0 million for domestic (9kt) and R4.4 million for export (11kt) compared to
R13.8 million for domestic (16kt) and R3.4 million for export (8kt) in CYQ1 2014.
Average selling prices for CYQ2 2015 were R647 per ton compared to an average selling price of R698 per ton for
CYQ1 2014.
Revenue has increased marginally in CYQ2 2015 compared to CYQ1 2014 primarily due to an increase in sales tons
during CY2015, offset by a lower selling price per ton on export products. The selling price per ton has been impacted
by an increase in export sales at lower selling prices as compared to domestic sales. The export bituminous selling
price on certain customers, based on a lower API 4 coal price index as compared to the prior year period, was offset,
to some extent, by a weakening in the Rand during the current period.
Cost of Sales
Cost of sales for CYQ2 2015 was R195.8 million (cash cost of sales of R636 per ton sold) compared to R242.9 million
(cash cost of sales of R630 per ton sold) for CYQ1 2014. The monthly average cost of sales for CYQ2 2015 was R65.3
million compared to R60.7 million in CYQ1 2014, an increase of 7.5%. Cost of sales includes mining and processing
costs, salaries and wages, depreciation and amortization, transportation, railage, port handling and wharfage costs.
There was an increase in costs as compared to CYQ1 2014 which was as a result of the recognition of a provision for
retrenchment costs of R6.4 million during the period as well as a significant increase in production tons, which has
resulted in an increase in variable costs.
Salaries and wages for CYQ2 2015 amounted to R43.5 million (R158 per ton sold) compared to R63.4 million for
CYQ1 2014 (R200 per ton sold) which equated to a monthly average of R14.5 million and R15.8 million respectively, a
decrease of 8.3%. The decrease in salaries and wages was as a result of the retrenchment of approximately 25% of
the workforce which was concluded in CYQ1 2015.
Depreciation and amortization for CYQ2 2015 amounted to R19.8 million (R71 per ton sold) compared to
R37.6 million (R119 per ton sold) for CYQ1 2014, which equated to a monthly average of R6.6 million and R9.4 million
respectively, a decrease of 29.9%. The decrease was mainly due to a majority of the fair value adjustments on the
acquisition of BC Dundee being fully depreciated during the first half of CY2014 and due to a significant portion of
these fair value adjustments being impaired at CY2014.
During CYQ2 2015, railage, handling and wharfage expense amounted to R15.7 million (R171 per export ton sold)
compared to R13.9 million (R146 per export ton sold) in CYQ1 2014. The monthly average expense amounted to R5.3
million in CYQ2 2015 compared to R3.5 million in CYQ2 2014, an increase of 50.1%. The increase related to once off
demurrage charges incurred during CYQ2 2015.
General and administration expenses
The Company recorded expenses of R18.2 million (R66 per ton sold) during CYQ2 2015 compared to R24.0 million
(R76 per ton sold) during CYQ1 2014. The monthly average expense for CYQ2 2015 was R6.0 million compared to
R6.0 million recorded in CYQ1 2014, relatively flat period on period. The expenses include general and administration
expenses relating to BC Dundee's head office at Coalfields and the Company's corporate office in Johannesburg
including Canadian expenses.
Of the R18.2 million incurred, R15.6 million originated from the South African offices, in both Dundee and
Johannesburg, and the balance related to Canadian related expenses. The majority of the expenditure in the
corporate office consists of payroll and TSX and JSE continued listing related costs.
Other (Expense)/Income - net
During CYQ2 2015, the Group recorded net other expenses amounting to R47.2 million compared to net other
income of R6.4 million for CYQ1 2014. Other income and expense is primarily as a result of impairment losses, profit
on sale of assets, foreign exchange gains/losses, small scrap sales, discounts received, commissions paid and certain
fair value adjustments on financial assets and conversion option liabilities.
During CYQ2 2015, the Group recorded a loss on extinguishment of debt of R111.8 million relating to the RCF
Convertible Loan. Due to the amendment of the terms of the RCF Convertible Loan, as discussed above under
Overview of the Period and Outlook for the Group section, IAS 39, Financial Instruments – Recognition and
Measurement required the Existing RCF Convertible Loan to be extinguished and a new financial liability to be
recognized as of June 19, 2015, the date of the annual general meeting of the Company, resulting in the loss on
extinguishment.
Furthermore the Company recorded a fair value adjustment gain of R65.5 million in relation to the valuation of the
conversion option liability (Existing RCF Convertible Loan and newly recognized RCF Convertible Loan), the warrant
liability (Investec warrants) and financial assets compared to a gain of R0.5 million in CYQ1 2014 relating to the
conversion option liability and financial assets only.
A net foreign currency exchange loss of R2.9 million was recorded in CYQ2 2015 compared to a R1.5 million gain
recorded in CYQ1 2014, mainly as a result of the strengthening of the US Dollar in relation to the Rand with regards to
the RCF Convertible Loan and US Dollar denominated revenues.
No impairment loss was recorded during CYQ2 2015 or CYQ1 2014.
Finance Expense/Income-net
The Group recorded net interest and accretion expense of R18.5 million during CYQ2 2015 compared to a net interest
and accretion expense of R10.4 million for CYQ1 2014, an increase of 78.9%. The monthly average expense was R6.2
million for CYQ2 2015 compared to R2.6 million, an increase of 138.6%. The majority of the increase in interest and
accretion related to the RCF Convertible Loan which increased from US$10.0 million (R96.9 million) as at
June 30, 2014 to US$27.7 million (R339.9 million) as at June 30, 2015.
Taxation
The Company recorded income and other tax recovery of R12.1 million during CYQ2 2015 compared to R12.5 million
during CYQ1 2014.
The amount in CYQ2 2015 includes R1.2 million compared to R3.6 million in CYQ1 2014 that was credited to income
tax benefit and is related to the income tax effect of the depreciation and amortization of the fair value adjustments
made with respect to the purchase price allocation on the BC Dundee acquisition. Income tax is payable at a rate of
28% on taxable income earned in South Africa.
Net loss for the period
The net loss for CYQ2 2015 was R88.4 million compared to a net loss of R38.1 million for CYQ1 2014. Contributing to
the net loss position for CYQ2 2015 was an increase in interest expense relating to the RCF loan facilities and a
significant accounting adjustment relating to the extinguishment of debt offset by a fair value adjustment gain
relating to the valuation of the RCF conversion option liability and the Investec warrant liability.
SUMMARY OF QUARTERLY FINANCIAL RESULTS
CYQ2 2015 CYQ1 2015 CYQ3 2014 CYQ2 2014 CYQ1 2014 PYQ4 2014 PYQ3 2014 PYQ2 2014
Revenue (R'000) 179 220 164 700 185 194 188 477 220 170 163 316 160 305 179 704
Cost of sales (excl depreciation and
amortization) (R'000) 176 066 163 119 164 279 190 843 205 300 156 711 138 949 163 290
Depreciation and amortization 19 781 18 331 19 442 20 527 37 602 25 940 21 071 22 862
EBITDA (R'000)* (12 508) (19 942) 3 075 (21 034) (5 486) (11 894) 5 190 508
Net loss for the period (R'000) (88 356) (33 972) (248) (70 080) (38 113) (200 187) (23 506) (54 190)
Net loss per share - Basic and
Diluted (1.16) (0.55) (0.00) (1.41) (0.97) (5.65) (0.67) (1.55)
Cash (utilized in)/generated from
operating activities (R'000) (16 622) 2 150 5 314 (19 710) (10 251) (42 118) (12 413) 34 794
Total ROM production (t) 522 266 472 842 366 066 377 266 490 794 308 880 359 557 446 284
Total sales tons (t) (excluding
calcine) 276 842 245 058 258 177 270 838 315 495 223 174 216 138 255 055
Average selling price per ton sold (R) 647 672 717 696 698 732 742 705
Cash cost of sales per ton (R) 636 666 636 704 630 702 643 640
Total Assets (R'000) 803 068 817 236 770 027 804 859 763 863 836 928 1 027 458 1 073 738
Long-term borrowings (R'000) 426 505 347 678 327 497 352 023 188 471 149 944 141 771 105 263
(*) See Non-IFRS Performance Measures section of this MD&A.
The movement in total assets from CYQ1 2014 to CYQ2 2015 related mainly to the increase in the deferred tax asset
in BC Dundee due to the increase in assessed loss as well as the purchase of additional equipment for approximately
R106 million which was purchased using the funds received from RCF. In the final quarter of CY2014 an impairment of
property, plant and equipment of R90.9 million was recorded.
The increase in long-term borrowings is as a result of the RCF Convertible Loan of US$27.7 million (approximately
R339.9 million), refer to Overview of the Period and Outlook for the Group section for further detail.
FINANCIAL CONDITION REVIEW
A summary of the statements of financial position is shown below:
June 30, December 31,
2015 2014
R'000 R'000
Property, plant and equipment 550 751 561 404
Other long-term assets 80 835 58 869
Cash and cash equivalents 23 633 12 120
Trade and other receivables 93 524 95 475
Other short-term assets 2 726 3 924
Inventories 40 399 27 035
Restricted cash 11 200 11 200
Total assets 803 068 770 027
Trade and other payables 192 978 170 507
Total borrowings 142 993 146 867
RCF loan facilities 301 512 186 631
Other liabilities 25 568 21 422
Total liabilities 663 051 525 427
Total equity 140 017 244 600
Assets
Total assets were R803.1 million at June 30, 2015 compared to R770.0 million at December 31, 2014, an increase of
4.3%.
The most significant movement in assets related to other long-term assets and inventory. As of December 31, 2014,
other long-term assets included deposits paid for mining equipment which were delivered in CYQ1 2015 and financed
using the funds received from RCF. Furthermore, other long-term assets also includes a net deferred tax asset which
arose due to the assessed losses relating to BC Dundee, offset by a deferred tax liability relating to the acquisition fair
value adjustments, which has decreased period on period due to the impairment of the majority of the acquisition
fair value adjustments. The Company continues to review the likelihood of the deferred tax asset being utilized in the
future as is reflected in the Company's current Life Of Mine following the implementation of the current
restructurings.
As of June 30, 2015, inventory had increased from December 31, 2014 mainly as a result of the significant
improvement in production during the quarter.
Liabilities
Total liabilities were R663.1 million at June 30, 2015 compared to R525.4 million at December 31, 2014, an increase
of 26.2%.
The most significant movement related to the additional drawdown of US$2.2 million (R25.4 million) from the
Existing RCF Convertible Loan and US$2.7 million (R32.2 million) from the 2015 Bridge Loan in CYQ1 2015 (refer to
Overview of the Period and Outlook for the Group section for further detail).
Loans and Borrowings
At June 30, 2015, the Group had outstanding debt with Investec of R164.0 million and approximately US$27.7 million
(R339.9 million) outstanding on the RCF Convertible Loan, refer to Overview of the Period and Outlook for the Group
section for further detail. The Investec debt consists of R90.0 million outstanding on the term loan facility, R44.4
million on the bullet facility and R30.0 million outstanding on the working capital facility, of which there is RNil
available for drawdown.
It is likely that the Company will not meet the Investec covenants at December 31, 2015. The Company has initiated
discussions with Investec in this regard.
The repayment schedule for the Investec loan facilities, the RCF Convertible Loan and trade and other payables, as of
June 30, 2015 and December 31, 2014, excluding the effect of the fair value of the conversion liability and warrant
liability, is as follows:
Not later than Between 1 Greater than 5
1 year and 5 years years
At June 30, 2015
Borrowings(1) 18 000 000 145 961 915 -
RCF loan facilities(2) - 339 998 445 -
Trade and other payables 192 977 633 - -
At December 31, 2014
Borrowings 6 000 000 96 000 000 60 228 930
RCF loan facilities - 264 970 212 -
Trade and other payables 170 506 885 - -
(1) Borrowings include future capital (including rolled up interest on the bullet facility). As per the amended and
restated agreement with Investec, the Company is required to make interest payments only on the term loan facility
until December 31, 2015, with the first capital payment of R6.0 million due on that date.
(2) The RCF Convertible Loan includes only the capital amount outstanding as of June 30, 2015. Interest is settled in
Common Shares and has therefore been excluded. At RCF's option, interest shall be paid in cash provided that for as
long as the Investec loan remains outstanding, RCF may demand payment of interest in cash, only to the extent that
BC Corp has cash available to make such payment.
LIQUIDITY AND CAPITAL RESOURCES
The Company had a working capital deficiency of R50.7 million at June 30, 2015 compared to a working capital
deficiency of R38.0 million as at December 31, 2014 (see Non-IFRS Performance Measures). Working capital has
weakened slightly due to an increase in current borrowings and due to the provision of retrenchment costs of
R6.4 million recognized in CYQ2 2015.
The condensed consolidated statements of cash flows are summarized below:
6 months 7 months
ended ended
June 30, June 30,
2015 2014
R'000 R'000
Net cash utilized in operating activities (14 472) (45 806)
Net cash utilized in investing activities (31 538) (11 971)
Net cash generated from financing activities 57 522 52 871
Exchange losses on cash and cash equivalents - (3 770)
Change in cash and cash equivalents 11 512 (8 676)
Operating activities
Cash utilized in operating activities during the six month period ended June 30, 2015 was R14.5 million compared to
R45.8 million utilized during the seven month period ended June 30, 2014.
The net loss for CYQ2 2015 was R88.4 million compared to a net loss of R38.1 million for CYQ1 2014 as discussed
under the Financial Results section of this MD&A. Non-cash items included in the net loss for six month period were:
depreciation and amortization of R38.1 million; net gains on the fair value adjustment on financial assets, conversion
option liability and warrant liability of R72.4 million; loss on extinguishment of debt of R111.8 million; profit on
disposal of property, plant and equipment of R3.6 million and net unrealized foreign exchange losses of R3.3 million
of which the material items were discussed under the Financial Results section of this MD&A.
The Group's net working capital improved by R19.9 million for the six months ended June 30, 2015 in comparison to a
R23.8 million increase for the seven month period ended June 30, 2014.
The net change in working capital reported on the cash flow statement identifies the changes in current assets and
current liabilities that occurred during the period. An increase in a liability (or a decrease in an asset) is a source of
funds; while a decrease in a liability (or an increase in an asset) is a use of funds.
Investing activities
Investing activities utilized R31.5 million in cash during the six months ended June 30, 2015 compared to cash utilized
of R12.0 million for the seven months ended June 30, 2014.
During the six months period ended June 30, 2015, the Group spent R34.5 million on property, plant and equipment
relating to sustaining capital and the purchase of additional equipment financed by RCF (refer to Financing Activities
below) compared to expenditure of R41.2 million for the seven month period ended June 30, 2014. In addition,
during the seven month period ended June 30, 2014, the Group received the settlement of the escrow funds with
regards to the Riversdale Mining Limited dispute.
Financing activities
Financing activities generated R57.5 million in cash during the six months ended June 30, 2015 and generated
R52.9 million during the seven months ended June 30, 2014. During the six months ended June 30, 2015, the Group
received R57.7 million from RCF drawn down under the Existing RCF Convertible Loan facility and 2015 Bridge Loan,
which was used to purchase additional equipment, for working capital purposes and for the restructuring at BC
Dundee. During the comparative period, the Group received approximately R48.9 million from RCF under the Existing
RCF Convertible Loan facility which was used to purchase additional equipment and for working capital purposes.
OFF-BALANCE SHEET ARRANGEMENTS AND PROPOSED TRANSACTIONS
The Group has no off-balance sheet arrangements, nor any proposed transactions.
RELATED PARTY TRANSACTIONS
During the period, the Company entered into the following transactions in the ordinary course of business with
related parties:
3 months ended 4 months ended
June 30, 2015 June 30, 2014
Payments for services rendered
RCF(1) 1 546 941 912 079
Total 1 546 941 912 079
The following balances were outstanding at the end of the reporting period:
June 30, 2015 June 30, 2014
Related party payables
RCF(1) 1 572 210 2 394 812
Total 1 572 210 2 394 812
These amounts are unsecured, non-interest bearing with no fixed terms of repayment.
(1) RCF is a related party to the Company as a result of owning more than 10% of the issued and outstanding Common
Shares and having a representative, Mr. David Thomas on the Board of Directors of the Company. As set out in the
Second Amended RCF Agreement, RCF invoiced the Company for costs incurred relating to the facilities, which are
disclosed above. In addition to these costs, the Company settled interest on the Existing RCF Convertible Loan and
2015 Bridge Loan in Common Shares during the financial period ended June 30, 2015, which amounted to R9.0
million (CYQ1 2014: R3.3 million).
Compensation of key management personnel
In accordance with IAS 24 - Related-Party Disclosures, key management personnel are those persons having authority
and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including
any directors (executive and non-executive) of the Company.
The remuneration of directors and other members of key management personnel (officers) during the period was as
follows:
3 months ended 4 months ended
June 30, 2015 June 30, 2014
Short-term benefits 6 171 967 4 937 221
Share-based payments 491 840 -
Total 6 663 807 4 937 221
As of March 31, 2015, C$0.1 million (CYQ1 2014: C$0.1 million) (R1.0 million) worth of restricted stock units ("RSUs")
were granted to a director but not issued under the plan. Subsequent to June 30, 2015, the RSUs were settled
through the issuance of Common Shares to the director. Amounts owing to directors and other members of key
management personnel were R8.4 million as of June 30, 2015 (CYQ1 2014: R1.1 million), which included the accrual
for RSUs, an accrual for management bonuses, which were settled in Common Shares subsequent to June 30, 2015,
and accruals for directors' fees settled subsequent to June 30, 2015.
OTHER
There are no significant other items as at June 30, 2015.
COMMITMENTS AND CONTINGENCIES
Management Contracts
Management contracts in place require that payments of approximately R14.1 million be made upon the occurrence
of a change in control, other than a change of control attributable to RCF. As no triggering event has taken place, no
provision has been recognized as of June 30, 2015.
Capital Commitments
Capital expenditures contracted for at the statement of financial position date but not recognized in the consolidated
financial statements are as follows:
June 30, December 31,
2015 2014
R R
Property, plant and equipment 2 612 433 27 378 909
Included in the R27.4 million disclosed as of December 31, 2014 are commitments relating to the purchase of
machinery and equipment which were funded by equipment advances from RCF.
Environmental Contingency
The Company's mining and exploration activities are subject to various laws and regulations governing the
environment. These laws and regulations are continually changing and generally becoming more restrictive. The
Company believes its operations are materially in compliance with all applicable laws and regulations. The Company
has made, and expects to make in the future, expenditures to continue to comply with such laws and regulations.
Outstanding Legal Proceedings
On March 20, 2015, AMCU brought an application against BC Dundee and Zinoju in the Labour Court of South Africa
pertaining to the Section 189A restructuring process implemented by BC Dundee during CYQ1 2015 in terms of the
LRA. The matter was heard in Court on April 14, 2015. On April 24, 2015, the LRA dismissed the application brought
by AMCU with costs. An application for leave to appeal was lodged by AMCU on April 29, 2015, and the appeal record
was filed on July 15, 2015. AMCU filed its heads of argument on July 31, 2015, and the Company has until September
30, 2015 to deliver its responding heads of argument. The hearing has been set down by the Labour Appeal Court for
November 4, 2015.
On April 10, 2015, BC Dundee received notice that AMCU had referred a dispute to the CCMA in respect of the
substantive fairness of the S189A restructuring process conducted in CYQ1 2015, which was heard on May 18, 2015.
The CCMA referred the matter to the Labour Court. AMCU has until August 17, 2015 to submit this dispute should it
elect to pursue the matter.
On April 20, 2015, the trustees of the Avemore Trust brought an application in the High Court of South Africa against,
among others, the Minister, BC Dundee and Zinoju. In terms of the application, the trustees of the Avemore Trust
challenged the decision by the Minister, subsequent to an internal appeal process concluded during September 2014,
to grant a converted mining right to BC Dundee and to grant consent for the cession of the converted mining right to
Zinoju. There have been various settlement offers between the parties, but should settlement not be reached, BC
Dundee and Zinoju intend to oppose the application.
SUBSEQUENT EVENTS
Issuance of Share Capital
Subsequent to June 30, 2015, the Company issued additional shares to RCF in settlement of interest owing on the
Existing RCF Convertible Loan for June 2015, on the 2015 Bridge Loan for the period from March 30, 2015 to
June 30, 2015 and on the RCF Convertible Loan for July 2015. An additional 9 700 895 and 10 147 748 Common
Shares were issued at weighted average VWAP prices of C$0.0480 and C$0.446, in July and August respectively.
Of the 9 700 895 Common Shares issued in July, 2 397 202 related to accrued interest on the 2015 Bridge Loan, issued
at prices ranging from C$0.0467 to C$0.0682, and 7 303 693 related to the Existing RCF Convertible Loan, issued at a
C$0.0467.
In July 2015, RSUs to the value of C$0.1 million, which were previously allocated to a director of the Company, were
settled through the issuance of 2 083 333 Common Shares at a price of C$0.048. On April 20, 2015, the Company
granted performance bonuses to senior management of the Company which were settled through the issuance of
Common Shares at a deemed issuance price of C$0.048 (a 25% discount to the 5-day VWAP being C$0.063 per
Common Share). On July 10, 2015, 3 441 667 shares were issued to senior management.
Resignation of Corporate Secretary
On July 23, 2015, the Company announced the resignation of Ms. Lorraine Harrison as Corporate Secretary of BC
Corp, effective July 24, 2015. On that date, the Company appointed Ms. Sarah Williams as Corporate Secretary of BC
Corp.
Other Matters
Except for the matters discussed above, no other matters which management believes are material to the financial
affairs of the Company have occurred between the statement of financial position date and the date of approval of
the Interim Results.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), has evaluated the
design and effectiveness of the Company's internal controls over financial reporting ("ICFR") and disclosure controls
and procedures ("DC&P") as of June 30, 2015, pursuant to the requirements of Multilateral Instrument 52-109.
Management follows the Integrated Framework (COSO 2013 Framework) published by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO"). The Company has designed appropriate ICFR and DC&P for the
nature and size of its business, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with applicable accounting standards.
There have been no significant changes to the Company's ICFR and DC&P that occurred during the period ended
June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company's ICFR and
DC&P. The functions historically conducted from the Company's Toronto office are now managed from South Africa.
Because of inherent limitations, ICFR and disclosure controls can provide only reasonable assurances and may not
prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
The Audit Committee of the Company has reviewed this MD&A, and the unaudited condensed interim consolidated
financial statements for the period ended June 30, 2015. The Company's Board of Directors approved these
documents prior to their release.
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Interim Results in conformity with IFRS requires the Group's management to make judgments,
estimates and assumptions about future events that affect the amounts reported in the Interim Results and related
notes thereto. Although these estimates are based on management's best knowledge of the amounts, events or
actions, actual results may differ from those estimates and these differences could be material.
The critical accounting estimates and judgments applied in the preparation of the Company's Interim Results for the
three and six months ended June 30, 2015 are consistent with those applied and disclosed in the Company's audited
annual consolidated financial statements for the ten months ended December 31, 2014 and twelve months ended
February 28, 2014.
NEW ACCOUNTING POLICIES
Amendments to IAS 19 – 'Defined Benefit Plans: Employee Contributions'
These narrow scope amendments apply to contributions from employees or third parties to defined benefit plans.
The objective of the amendments is to simplify the accounting for contributions that are independent of the number
of years of employee service, for example, employee contributions that are calculated according to a fixed
percentage of salary. This amendment has not had a significant impact on the Group.
Annual Improvements to IFRSs 2010-2012 Cycle:
IFRS 2, 'Share-based Payments' – The amendments clarify the definition of a 'vesting condition' and separately define
'performance condition' and 'service condition'.
IFRS 3, 'Business Combinations' – The amendments clarify that a contingent consideration that is classified as an asset
or a liability should be measured at fair value at each reporting date, irrespective of whether the contingent
consideration is a financial instrument within the scope of IFRS 9 or IAS 39 or a non-financial asset or liability. Changes
in fair value (other than measurement period adjustments) should be recognized in profit or loss.
IFRS 8, 'Operating Segments' - The amendments require an entity to disclose the judgments made by management in
applying the aggregation criteria to operating segments, including a description of the operating segments
aggregated and the economic indicators assessed in determining whether the operating segments have 'similar
economic characteristics'; and clarify that a reconciliation of the total of the reportable segments' assets to the
entity's assets should only be provided if the segment assets are regularly provided to the chief operating decision-
maker.
IFRS 13, 'Fair Value Measurements' - The amendments to the basis for conclusions of IFRS 13 and consequential
amendments to IAS 36 and IFRS 9 did not remove the ability to measure short-term receivables and payables with no
stated interest rate at their invoice amounts without discounting, if the effect of discounting is immaterial.
IAS 16, 'Property, Plant and Equipment' and IAS 38, 'Intangible Assets' - The amendments remove perceived
inconsistencies in the accounting for accumulated depreciation/amortization when an item of property, plant and
equipment or an intangible asset is revalued. The amended standards clarify that the gross carrying amount is
adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated
depreciation/amortization is the difference between the gross carrying amount and the carrying amount after taking
into account accumulated impairment losses.
IAS 24, 'Related Party Disclosure' - The amendments clarify that a management entity providing key management
personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity
should disclose as related party transactions the amounts incurred for the service paid or payable to the management
entity for the provision of key management personnel services. However, disclosure of the components of such
compensation is not required.
The amendments did not have a significant impact on the Group.
Annual Improvements to IFRSs 2011-2013 Cycle:
IFRS 3 - The amendment clarifies that the standard does not apply to the accounting for the formation of all types of
joint arrangements in the financial statements of the joint arrangement itself.
IFRS 13 – The amendment clarifies that the scope of the portfolio exception for measuring the fair value of a group of
financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted
for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or
financial liabilities within IAS 32.
IAS 40, 'Investment Property' - The amendment clarifies that IAS 40 and IFRS 3 are not mutually exclusive and
application of both standards may be required. The guidance in IAS 40 assists preparers to distinguish between
investment property and owner-occupied property. Preparers also need to refer to the guidance in IFRS 3 to
determine whether the acquisition of an investment property is a business combination.
The amendments did not have a significant impact on the Group.
FINANCIAL INSTRUMENTS
Details of the significant accounting policies and methods adopted (including the criteria for recognition, the bases of
measurement, and the bases for recognition of income and expenses of the Group) for each class of financial asset
and financial liability are disclosed in Note 2 of the audited annual consolidated financial statements for the ten
months ended December 31, 2014 and twelve months ended February 28, 2014.
The Company's financial assets and financial liabilities as at June 30, 2015 and December 31, 2014 were as follows:
Financial instruments Loans and Fair value Liabilities at Other Total
receivables through profit fair value liabilities at
or loss through profit amortized
or loss cost
June 30, 2015
Trade and other receivables
(excluding non-financial assets) 86 154 943 - - - 86 154 943
Investments in financial assets - 32 443 104 - - 32 443 104
Cash (excluding restricted cash) 23 632 538 - - - 23 632 538
Non-interest bearing receivables 1 645 689 - - - 1 645 689
Investec borrowings - - (1 986 746) (141 006 541) (142 993 287)
RCF loan facilities - - (144 135 605) (157 376 364) (301 511 969)
Trade and other payables (excluding
non-financial liabilities) - - - 173 907 341 173 907 341
Financial instruments Loans and Fair value Liabilities at Other Total
receivables through profit fair value liabilities at
or loss through profit amortized
or loss cost
December 31, 2014
Trade and other receivables
(excluding non-financial assets) 78 553 015 - - - 78 553 015
Investments in financial assets - 29 134 182 - - 29 134 182
Cash (excluding restricted cash) 12 120 081 - - - 12 120 081
Non-interest bearing receivables 1 587 766 - - - 1 587 766
Investec borrowings - - (8 818 534) (138 047 902) (146 866 436)
RCF loan facilities - - (54 088 555) (132 542 252) (186 630 807)
Trade and other payables (excluding
non-financial liabilities) - - - (151 541 253) (151 541 253)
CAPITAL MANAGEMENT
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in
order to provide returns for shareholders and benefits for other stakeholders. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or sell assets to reduce debt.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is
calculated as net debt divided by total capital.
Net debt is calculated as total borrowings and loans (including current and non-current borrowings, the warrant
liability, current and non-current RCF loan facilities and the conversion option liability as shown in the consolidated
statements of financial position) less cash and cash equivalents. Total capital is calculated as "equity" as shown in the
consolidated statements of financial position plus net debt.
The gearing ratios at June 30, 2015 and December 31, 2014 were as follows:
June 30, December 31,
2015 2014
Total borrowings 444 505 256 333 497 243
Less: cash and cash equivalents (23 632 538) (12 120 081)
Net debt 420 872 718 321 377 162
Total equity 140 017 270 244 600 498
Total capital 560 889 988 565 977 660
Gearing ratio 75% 57%
Included within total borrowings is the RCF Convertible Loan of R339.9 million (PY2014: R105.9 million). The
Company's capital management objectives, policies and processes have remained unchanged during the period
ended June 30, 2015 except for the RCF loan facilities.
The Company is not subject to any externally imposed capital requirements with the exception of the RCF loan
facilities and Investec facilities and with regards to Section 710 of the TSX Company Manual which requires adequate
working capital or financial resources such that, in the opinion of the TSX, the listed issuer will be able to continue as
a going concern. The TSX will consider, among other things, the listed issuer's ability to meet its obligations as they
come due, as well as its working capital position, quick asset position, total assets, capitalization, cash flow and
earnings as well as accountant's or auditors' disclosures in financial statements regarding the listed issuer's ability to
continue as a going concern. The TSX also requires minimum public float thresholds. As a result of not meeting the
public float thresholds, management has concluded that the Company has not met the requirements of the TSX at
June 30, 2015. (Refer to the Overview of the Period and Outlook for the Group section for further detail).
FINANCIAL RISK FACTORS
The Group's activities expose it to a variety of financial risks such as currency risk, price risk, cash flow interest rate
risk, credit risk and liquidity risk. The Group's overall risk management program focuses on the unpredictability of
financial markets and seeks to minimize potential adverse effects on the Group's financial performance. Risk
management is carried out by head office management under policies approved by the Board of Directors. The Group
identifies, evaluates and manages financial risks in close co-operation with the Group's subsidiaries.
Market risk
(a) Foreign exchange risk
The Company's functional currency is the Rand. BC Corp's functional currency was changed on March 1, 2014 from
Canadian Dollars to Rands. This change reduces the exposure of foreign exchange risk on the consolidated financial
statements.
The Group operates internationally and is exposed to foreign exchange risk arising from currency exposures with
respect to the US Dollar and Canadian Dollar. The Group's foreign exchange risk arises primarily from the sale of coal,
based on the API 4 coal price index in US Dollars to foreign customers, external loans denominated in US Dollars and
translation differences arising from the translation of share capital and other equity items.
At June 30, 2015, a 10% increase/(decrease) in the period average foreign exchange rate between the Canadian
Dollar and the Rand, would have increased/(decreased) the Group's profit or loss by approximately R6.3 million as
compared to R2.1 million for the comparative period.
A 10% increase/(decrease) in the period average foreign exchange rate between the US Dollar and the Rand, would
have increased/(decreased) the Group's income by approximately R33.7 million compared to R10.6 million for the
comparative period.
(b) Price risk
The Group is exposed to commodity price risk, primarily due to fluctuations in the API 4 coal price index, by which
foreign coal sales are priced. Commodity prices fluctuate on a daily basis and are affected by numerous factors
beyond the Group's control. The supply and demand for commodities, the level of interest rates, the rate of inflation,
investment decisions by large holders of commodities including governmental reserves and stability of exchange rate
can all cause significant fluctuations in commodity prices. Such external economic factors are in turn influenced by
changes in international investment patterns and monetary systems and political developments.
At June 30, 2015, a 10% change in the API 4 coal price index would have resulted in a corresponding change in export
coal revenue of approximately R6.3 million as compared to R7.7 million for the comparative period.
(c) Cash flow interest rate risk
The Group's interest rate risk arises from deposits held with banks and interest-bearing liabilities. Borrowings issued
at variable rates expose the Group to cash flow interest rate risk which is partially offset by cash held at variable
rates. During CY2015 and CY2014 the Group's borrowings at variable rates were denominated in South African Rands.
Based on the simulations performed, the impact on profit or loss of a 1% shift of interest rates on borrowings would
have been a maximum increase/(decrease) in profit or loss of R0.6 million as compared to R0.8 million for the
comparative period.
Credit risk
Credit risk is managed at a Group level, except in respect of trade receivables which are managed at an operational
level. Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions, as well as
credit exposures to customers, including outstanding receivables and committed transactions. The Group only
transacts with high quality financial institutions.
Risk control assesses the credit quality of customers, taking into account financial position, past experience and other
factors. The utilization of credit limits is regularly monitored. No credit limits were exceeded during the reporting
period, and management does not expect any losses from non-performance by these counterparties.
Restricted cash totaling R11.2 million is on deposit with First National Bank ("FNB") to be released to the relevant
counterparties if payments are not made to them.
Liquidity risk
Cash flow forecasting is performed by Group finance. Group finance monitors rolling forecasts of the Group's liquidity
requirements to ensure it has sufficient cash to meet operational needs. Such forecasting takes into consideration the
Group's debt/equity financing plans, covenant compliance and external legal requirements.
Refer to Financial Condition Review section for an analysis of the Group's non-derivative financial liabilities disclosed
in maturity groupings based on the remaining period at the consolidated statement of financial position date to the
contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
Fair value estimation
Financial instruments carried at fair value are assigned to different levels of the fair value hierarchy, by valuation
method. The different levels have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either
directly (that is, as prices) or indirectly (that is, derived from prices) (level 2).
- Inputs for the asset or liability that are not based on observable market data (that is unobservable inputs) (level 3).
The following table presents the Group's financial assets and liabilities that are measured at fair value at
June 30, 2015 and December 31, 2014:
Level 1 Level 2 Level 3
R R R
June 30, 2015
Investment in financial assets 32 443 104 - -
Conversion option liability - 144 135 605 -
Warrant liability - 1 986 746 -
December 31, 2014
Investment in financial assets 29 134 182 - -
Conversion option liability - 54 088 555 -
Warrant liability - 8 818 534
GOING CONCERN
The Interim Results have been prepared on the basis of accounting principles applicable to a going concern, which
assume that the Group will continue in operation for the foreseeable future and will be able to realize its assets and
discharge its liabilities in the normal course of operations. The Company entered into Second Amended RCF
Agreement with RCF on March 27, 2015 which included a bridge loan of US$4.0 million, of which US$2.7 million was
drawn as at June 30, 2015 and the remainder of which was drawn subsequent to June 30, 2015, for working capital
purposes. The performance at Magdalena had deteriorated significantly over the course of CY2014, which resulted in
the Company implementing a restructuring at BC Dundee in March 2015 and a further restructuring being
implemented in Q3 2015. The restructuring to date has resulted in the Company outperforming expectations in terms
of current production levels, and consequently unit costs, however, market conditions have deteriorated and the
Company continues to incur operating losses and is dependent upon reaching profitable levels of operation in the
future to support working capital needs. Current market conditions cast significant doubt as to whether or when the
Company can attain profitability and positive cash flow from operations and continue as a going concern.
The mining industry in South Africa has been experiencing challenging labour relation issues including labour
disruptions and mass retrenchments. Apart from the applications brought against the Company by AMCU in respect
of the retrenchment process at BC Dundee, there are currently no other significant labour issues at BC Dundee. Wage
negotiations for the upcoming year have commenced in August 2015. If new labour disruptions were to take place at
the Company's mines, they could have further and significant negative impacts on the operations and financial results
of the Company.
If the going concern assumption was not appropriate for the Interim Results of the Group then adjustments would be
necessary to the carrying values of assets and liabilities, the reported revenues and expenses and the statement of
financial position classifications used. Such adjustments could be material and adverse in nature.
OTHER RISKS AND UNCERTAINTIES
Investing in the Company involves risks that should be carefully considered. The business of the Company is
speculative due to the high-risk nature of coal mining and exploration. Investors should be aware that there are
various risks, including those discussed below, that could have a material adverse effect on, among other things, the
operating results, earnings, properties, business and condition (financial or otherwise) of the Company.
Additional Capital
The continued sustainability of the BC Dundee Properties, including the expansion of mining operations and the
continued sustainability of the Group, may require additional working capital and capital expenditures and therefore
require additional financing. Failure to obtain sufficient financing may result in a delay or indefinite postponement of
development or production on the BC Dundee Properties. Additional financing may not be available when needed or
if available, the terms of such financing might not be favorable and might involve substantial dilution to shareholders.
Failure to raise capital when needed may have a material adverse effect on the Company's business, financial
condition and results of operations.
Production Estimates
BC Corp has prepared estimates of future coal production for its existing and future mines. BC Corp cannot give any
assurance that it will achieve its production estimates. The failure by BC Corp to achieve its production estimates
could have a material adverse effect on any or all of its future cash flows, profitability, results of operations and
financial conditions. The realization of production estimates is dependent on, among other things, the accuracy of
mineral reserve and resource estimates, the accuracy of assumptions regarding coal quality and recovery rates,
ground conditions (including hydrology), the physical characteristics of the coal, the presence or absence of particular
metallurgical characteristics, and the accuracy of the estimated rates and costs of mining and processing.
Actual production may vary from estimates for a variety of reasons, including the actual coal mined varying from
estimates of quality or tonnage; dilution and metallurgical and other characteristics (whether based on
representative samples of coal or not); short-term operating factors such as the need for sequential development of
production panels and the processing of new or adjacent coal qualities from those planned; mine failures or section
failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, droughts, rock slides
and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential
power shortages; shortages of principal supplies needed for mining operations including explosives, fuels, chemical
reagents, water, equipment parts, stonedust, magnetite and lubricants; plant and equipment failure; the inability to
process certain types of coals; labour shortages or strikes; and restrictions or regulations imposed by government
agencies or other changes in the regulatory environment.
Such occurrences could also result in damage to mineral properties or mines, interruptions in production, injury or
death to persons, damage to property of BC Corp or others, monetary losses and legal liabilities in addition to
adversely affecting coal production. These factors may cause a coal reserve that has been mined profitably in the past
to become unprofitable, forcing BC Corp to cease production.
Price of Coal
The Company's profits are directly related to the cost of production, and volume and price of coal sold. Price volatility
could have a significant impact on the future revenues and profitability of the Company.
Coal demand and price are determined by numerous factors that will be beyond the control of the Company
including the demand for electricity; the supply and demand for domestic and foreign coal; interruptions due to
transportation delays; air emission standards for coal-fired power plants; regulatory, administrative and judicial
decisions; the price and availability of alternative fuels, including the effects of technology developments; the effect
of worldwide energy conservation efforts, future limitations on utilities' ability to use coal as an energy source due to
the regulation and/or taxation of greenhouse gases; proximity to, capacity of, and cost of transportation facilities;
and political and economic conditions and production costs in major coal producing regions. The combined effects of
any or all of these factors on coal price or volume are impossible for the Company to predict. If realized coal prices fall
below the full cost of production and remain at such level for any sustained period, the Company will experience
losses, which may be significant and as a result the Company may decide to discontinue affected operations forcing it
to incur closure or care and maintenance costs, as the case may be.
Labour and Employment Matters
While the Company believes that it has good relations with both its unionized and non-unionized employees,
production at the Company's mining operations is dependent upon the efforts of the Company's employees. In
November 2012, the Company experienced a wage-related labour disruption, which resulted in stoppages at its
mines. In addition, relations between the Company and its employees may be impacted by changes in the scheme of
labour relations that may be introduced by the relevant governmental authorities in whose jurisdictions the Company
carries on business.
BC Corp announced a restructuring of the BC Dundee operations in December which was concluded in March 2015,
resulting in the retrenchment of approximately 25% of the workforce, with a further restructuring to be implemented
in Q3 2015. The Company has commenced wage negotiations with the unions for the forthcoming financial year.
There remains a risk of labour disruptions which could have a material adverse effect on the Company's business,
results of operations and financial condition.
Refer to Legal proceedings in Overview of the Period and Outlook for the Group section above, with regards to the
application brought by AMCU against BC Dundee and Zinoju.
Cost Estimates
Capital and operating cost estimates made in respect of BC Corp's mines and development projects may not prove
accurate. Capital and operating cost estimates are based on the interpretation of geological data, feasibility studies,
anticipated climatic conditions, other factors and assumptions regarding foreign exchange currency rates and
domestic inflation. Any such events could affect the ultimate accuracy of such estimates; unanticipated changes in
quality and tonnage of coal to be mined and processed; incorrect data on which engineering assumptions are made;
delay in construction schedules, unanticipated transportation costs; the accuracy of major equipment and
construction cost estimates; labour issues; changes in government regulation (including regulations regarding prices,
cost of consumables and capital goods, royalties, duties, taxes, permitting and restrictions on production quotas on
exportation of minerals) and title claims.
Mineral Legislation
The business of mineral exploration, development, mining and processing is subject to various national and local laws
and plans relating to permitting and maintenance of titles, environmental consents, employee relations, health and
safety, royalties, land acquisitions and other matters. There is a risk that the necessary permits, consents,
authorizations and agreements to implement planned exploration, development or mining may not be obtained
under conditions or within the time frames that make such plans economic, that applicable laws, regulations or the
governing authorities will change or that such changes will result in additional material expenditures or time delays.
In addition, mining legislation in South Africa, including the Mineral and Petroleum Resources Development Act, 28 of
2004 ("MPRDA") is currently under review and the proposed amendments, if passed by Government, could have a
material impact on the Company's operations.
Compliance with regulation 8.10 of the Mine Health and Safety Act may require significant capital outlay on behalf of
the Company and may cause material changes or delays in the Company's intended activities. Management is currently
assessing options to comply with the regulation.These regulations could have a material impact on the Company's operations.
Title to Mineral Holdings
BC Corp requires licenses and permits from various governmental authorities. BC Corp believes that it holds all
necessary licenses and permits under applicable laws and regulations in respect of the BC Dundee Properties and that
it is presently complying in all material respects with the terms of such licenses and permits. Such licenses and
permits, however, are subject to change in various circumstances. There can be no guarantee that the Company will
be able to obtain or maintain all necessary licenses and permits that may be required to explore and develop or mine
its properties. The validity of ownership of property holdings can be uncertain and may be contested. Although BC
Dundee has attempted to acquire satisfactory title to its properties, risk exists that some titles, particularly titles to
undeveloped properties, may be defective.
Power Supply
The supply of electric power is not guaranteed in South Africa. Currently the public supply is sufficient to power all of
the operations at the BC Dundee Properties; however South African power supply is limited, with limited reserve
capacity. Moreover, the country has been plagued with a shortage of supply recently, which has led to sporadic
"loadshedding" of power in certain areas of the country. This has and will continue to negatively affect the
production at the mines in terms of lost production and increased costs. The Company has procured diesel power
generators for backup power to the various sub-stations that have been installed on the surface and underground at
the BC Dundee Properties.
Additionally, any production expansion plan for the BC Dundee operations would be dependent on additional
electrical supply, and the majority of new build projects in the country are behind schedule. While the Company has
taken steps to meet the need for additional supply of electricity from the public utility (Eskom), there can be no
assurance that the BC Dundee Properties will not be negatively affected by the power supply situation on either an
operating or cost basis, or both.
Depletion of Mineral Reserves
The Company must continually replace mining reserves depleted by production to maintain production levels over
the long-term. There is no assurance that the Company's exploration programs will result in any new commercial
mining operations or yield new reserves to replace or expand current reserves.
Litigation
All industries, including the mining industry, are subject to legal claims, with and without merit. Legal proceedings
may arise from time to time in the course of the Company's business. Such litigation may be brought against the
Company or one or more of its subsidiaries in the future from time to time or the Company or one or more of its
subsidiaries may be subject to another form of litigation. Defense and settlement costs of legal claims can be
substantial, even with respect to claims that have no merit. As of the date hereof, except as disclosed in the Overview
of the Period and Outlook for the Group section above, no other material claims have been brought against the
Company, nor has the Company received an indication that any claims are forthcoming. Due to the inherent
uncertainty of the litigation process, the process of defending such claims (or any other claims that may be brought
against the Company) could take away from management time and effort and the resolution of any particular legal
proceeding to which the Company or one or more of its subsidiaries may become subject could have a material effect
on the Company's financial position and results of operations.
South Africa Country Risks
The operations of the Company are subject to risks normally associated with the conduct of business in South Africa.
Risks may include, among others highlighted herein, problems relating to labour disputes, delays or invalidation of
governmental orders and permits, corruption and fraud, uncertain political and economic environments, civil
disturbances and crime, arbitrary changes in laws or policies, foreign taxation and exchange controls, opposition to
mining from environmental or other non-governmental organizations or changes in the political attitude towards
mining, limitations on foreign ownership, limitations on repatriation of earnings, infrastructure limitations and
increased financing costs.
There have been recent calls in South Africa for the nationalization and expropriation without compensation of
domestic mining assets. Any such development would have a significant adverse effect on the Company.
The labour situation in South Africa is currently unstable across the mining industry, and in particular in the platinum
industry, where strikes in early 2014 lasted around five months, followed by a month long strike in the metal and
engineering sector. There is a risk that this instability extends into other sectors, including the coal sector. There have
also been retrenchments carried out by numerous companies across the industry. Wage negotiations for the prior
financial period concluded amicably during CYQ3 2014. During CYQ1 2015 the Company held a consultation process
with the unions in terms of Section 189A of the LRA, resulting in the retrenchment of approximately 25% of the
labour complement. The Company initiated a further restructuring in CYQ2 2015, focusing primarily on Magdalena
mine to be implemented in Q3 2015. Wage negotiations for the upcoming year commenced in August 2015.
In addition, HIV is prevalent in Southern Africa and tuberculosis is prevalent in the KwaZulu-Natal Province of South
Africa, where the Company's operations are situated. Employees of the Company may have or could contract either
of these potentially deadly illnesses. The prevalence of HIV and tuberculosis could cause substantial lost employee
man-hours and may influence the Company's ability to source skilled labour. The above risks may limit or disrupt the
Company's business activities.
Also, the Company's mining operations must remain compliant with South African mining laws, including, inter alia,
the MPRDA and the Mining Charter, the conditions imposed by the licenses held by the Company, and the BEE
participation requirements. However, no assurance can be given that the Company will be able to meet the
objectives of South African mining laws going forward, including the 26% HDSA ownership objective and compliance
with the requirements of the Mining Charter. There is also no guarantee that the interests of the Company will be
wholly aligned with the interests of its (direct or indirect) BEE shareholders.
Infrastructure
Mining, processing, development and exploration activities depend, to one degree or another, on adequate
infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect
capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference
in the maintenance or provision of such infrastructure could adversely affect the Company's operations, financial
condition and results of operations.
Environmental Risks and Other Hazards
All phases of the Company's operations will be subject to environmental regulation in South Africa. Environmental
legislation in many countries is evolving and the trend has been toward stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects
and increasing responsibility for companies and their officers, directors and employees.
Compliance with environmental laws and regulations may require significant capital outlays on behalf of the
Company and may cause material changes or delays in the Company's intended activities. There can be no assurance
that future changes in environmental regulations and the manner in which the regulatory authorities enforce these
regulations will not adversely affect the Company's business, and it is possible that future changes in these laws or
regulations could have a significant adverse impact on some portion of the Company's business, causing the Company
to re-evaluate those activities at that time.
Mining involves various other types of risks and hazards, including: industrial accidents; processing problems; unusual
or unexpected geological structures; structural cave-ins or slides; flooding; fires; and periodic interruptions due to
inclement or hazardous weather conditions. These risks could result in damage to, or destruction of, mineral
properties, production facilities or other properties, personal injury, delays in mining, increased production costs,
monetary losses and possible legal liability.
Dependence on Key Personnel
The Company is dependent on a relatively small number of key personnel. The Company currently does not have key
person insurance on these individuals. Due to the Company's relatively small size, the loss of these persons or the
Company's inability to attract and retain additional highly skilled employees required for the operation of the
Company's activities may have a material adverse effect on the Company's business or future operations.
Dependence on Outside Parties
The Company has relied upon consultants, engineers, contractors and others and intends to rely on these parties for
exploration, extraction, development, construction and operating expertise. Substantial expenditures are required to
develop coal properties, to establish mineral reserves through drilling, to carry out environmental and social impact
assessments, to develop processes to extract coal and, in the case of new properties, to develop the exploration and
infrastructure at any particular site. If such parties' work is deficient or negligent or is not completed in a timely
manner, it could have a material adverse effect on the Company.
Exploration and Development
The exploration and development of coal deposits involves significant risks, which even a combination of careful
evaluation, experience and knowledge may not eliminate. While the discovery of a mineable deposit may result in
substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenses
may be required to establish additional reserves, to develop metallurgical processes and to construct mining and
processing facilities at a particular site. It is impossible to ensure that the current exploration programs planned by
the Company will result in profitable commercial mining operations, and significant capital investment is required to
achieve commercial production from successful exploration efforts. There is no certainty that exploration
expenditures made by the Company will result in discoveries of commercial mineable quantities. Exploration for coal
is highly speculative, involves substantial expenditures, and is frequently non-productive.
Foreign Mining Tax Regimes
Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change.
The Company's interpretation of taxation law as applied to its transactions and activities may not coincide with that
of the tax authorities. As a result, transactions may be challenged by tax authorities and the Company's operations
may be assessed, which could result in significant additional taxes, penalties and interest. In addition, proposed
changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes payable by the
Company, which would have a negative impact on the financial results of the Company.
Insurance and Uninsured Risks
The Company's business is subject to a number of risks and hazards generally, including: adverse environmental
conditions; industrial accidents; labour disputes; unusual or unexpected geological conditions; ground or slope
failures; cave-ins; changes in the regulatory environment; and natural phenomena such as inclement weather
conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production
facilities, personal injury or death, environmental damage to the Company's properties or the properties of others,
delays in mining, monetary losses and possible legal liability. The businesses and properties of the Company are
insured against loss or damage, subject to a number of limitations and qualifications. Such insurance will not cover all
the potential risks associated with a mining company's operations. The Company may also be unable to maintain
insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be
available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as
environmental pollution or other hazards as a result of exploration and production is not generally available to the
Company or to other companies in the mining industry on acceptable terms.
The Company might also become subject to liability for pollution or other hazards that may not be insured against or
that the Company may elect not to insure against because of premium costs or other reasons. Losses from these
events may cause the Company to incur significant costs that could have a material adverse effect upon its financial
performance and results of operations.
A process was initiated with the Company's insurers and underwriters to recover all or a portion of the costs relating
to the flooding incident at Magdalena in the final quarter of CY2014, in terms of which a settlement has been reached
between the parties.
Competition
The mining industry is intensely competitive. Significant competition exists for the acquisition of properties producing
or capable of producing coal. The Company may be at a competitive disadvantage in acquiring additional mining
properties because it must compete with other individuals and companies, many of which have greater financial
resources, operational experience and technical capabilities than the Company. The Company may also encounter
increasing competition from other mining companies in its efforts to hire experienced mining professionals. Increased
competition could adversely affect the Company's ability to attract necessary capital funding or acquire suitable
producing properties or prospects for mineral exploration in the future.
The Company's Securities May Experience Price Volatility
Securities markets have a high level of price and volume volatility, and the market price of securities of many
companies have experienced wide fluctuations in price that have not necessarily been related to the operating
performance, underlying asset values or prospects of such companies. Factors unrelated to the financial performance
or prospects of the Company include macroeconomic developments in North America and globally, and market
perceptions of the attractiveness of particular industries. There can be no assurance that continued fluctuations in
coal prices will not occur. As a result of any of these factors, the market price of the securities of the Company may
not accurately reflect the longer term value of the Company.
As of the date of this MD&A, RCF owns 76 072 228 Common Shares representing approximately 70.6% of the
currently issued and outstanding Common Shares. Assuming that RCF has the right to convert the full US$29.0 million
convertible loan facility at its sole discretion (assuming all funds are drawn down, the Investec warrants are exercised,
interest is paid in Common Shares and assuming an exercise price of C$0.0469), RCF would hold approximately 95.8%
and Investec would hold 2.2% of the then issued and outstanding Common Shares on a fully diluted basis.
There is a risk that the Company's securities will not trade on the open market due to a majority holding by one
entity.
Foreign Assets
All of the assets of the Company are located in jurisdictions outside of Canada. As a result, it may be difficult for
shareholders resident in Canada or other jurisdictions to enforce judgments obtained against the Company in
Canada.
Currency Fluctuations
Currency fluctuations may affect the Company's costs and margins. Adverse fluctuations in the South African Rand
relative to the US Dollar and the Canadian Dollar and other currencies could materially and adversely affect the
Company's profitability, results of operation and financial position.
The Company's Directors and Officers may have Conflicts of Interests
Certain of the Company's directors and officers also serve as directors and/or officers of other companies involved in
natural resource exploration, development and production and as directors and/or officers of RCF being the major
shareholder of the Company. Consequently there exists the possibility that such directors may be in a position of
conflict in respect of proposed transactions or the operation of the Company.
The directors and officers of the Company are required by law to act honestly and in good faith with a view to the
best interests of the Company and to disclose any interests that they may have in any project or opportunity of the
Company. If a conflict of interest arises at a meeting of the Board of Directors of the Company, any director in a
conflict will be required to disclose his or her interest and abstain from voting on such matter.
NON-IFRS PERFORMANCE MEASURES
The Company has included in this document certain non-IFRS performance measures that are detailed below. These
non-IFRS performance measures do not have any standardized meaning prescribed by IFRS and, therefore, may not
be comparable to similar measures presented by other companies. The Company believes that, in addition to
conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate the
Company's performance. Accordingly, they are intended to provide additional information and should not be
considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The
definition for these performance measures and reconciliation of the non-IFRS measures to reported IFRS measures
are as follows:
Working Capital
Working capital includes current assets and current liabilities, excluding provisions and non-financial instruments.
June 30, December 31,
2015 2014
R'000 R'000
Current assets
Cash and cash equivalents 23 633 12 120
Trade and other receivables 93 521 95 475
Inventories 40 399 27 035
Non-Interest bearing receivables 1 646 1 588
Taxation receivable 1 081 2 337
160 280 138 555
Current liabilities
Trade and other payables 192 978 170 507
Current portion of borrowings 18 000 6 000
210 978 176 507
Net working capital deficiency (50 698) (37 952)
Consolidated EBITDA
Consolidated EBITDA is defined as earnings before interest, tax, depreciation and amortization and adding back the
following: Impairment or reversal of an impairment of an asset, fair value adjustments to financial instruments, stock-
based compensation, foreign exchange gains and losses, and non-recurring transaction expenses or income.
The reconciliation of operating loss to EBITDA is as follows:
6 months 7 months 3 months 4 months 3 months
ended ended ended ended ended
June 30, June 30, June 30, June 30, March 31,
R'000 2015 2014 2015 2014 2015
Operating loss for the period (113 817) (253 608) (81 950) (40 289) (31 867)
Depreciation and amortization 38 112 63 786 19 781 37 661 18 331
Impairment of receivables (1) 907 - (897) (1)
Stock-based payment compensation 492 - 492 - -
Impairment of escrow funds - 19 427 - - -
Impairment of property, plant and
equipment and intangible assets - 152 008 - - -
Fair value adjustments of financial
assets and conversion option (72 387) (3 118) (65 543) (450) (6 844)
Loss on extinguishment of debt 111 843 - 111 843 -
Foreign exchange gains & losses 3 307 3 216 2 868 (1 511) 439
EBITDA (32 452) (17 382) (12 508) (5 486) (19 942)
Headline earnings/(loss) per share
Headline earnings/(loss) is a profit measure required for JSE-listed companies as defined by the South African
Institute of Chartered Accountants. Headline earnings/(loss) per share is a basis for measuring earnings per share
which accounts for all the profits and losses from operational, trading, and interest activities, that have been
discontinued or acquired at any point during the period. Excluded from this figure are profits or losses associated
with the sale or termination of discontinued operations, fixed assets or related businesses, or from any permanent
devaluation or write off of their values.
Reconciliation of loss for the periods to headline loss is disclosed below:
6 months 7 months 3 months 4 months
ended ended ended ended
June 30, June 30, June 30, June 30,
2015 2014 2015 2014
Loss for the period (122 327 809) (238 300 049) (88 355 819) (38 113 099)
Net profit on disposal of property, plant and
equipment (3 612 660) 6 708 810 (647 631) 150 000
Headline loss for the period (125 940 469) (231 591 239) (89 003 450) (37 963 099)
Headline loss per share - basic and diluted (1.82) (6.12) (1.17) (0.97)
SUMMARY OF SECURITIES AS AT AUGUST 13, 2015
As at August 13, 2015 the following Common Shares, Common Share purchase options and share purchase warrants
were issued and outstanding:
- 107 765 820 Common Shares;
- 6 238 397 Common Share purchase options with exercise prices ranging from $0.065-$4.10 with a weighted
average remaining contractual life of 4.21 years; and
- 34 817 237 warrants with a strike price of C$0.1446 maturing on July 3, 2019.
LIST OF DIRECTORS AND OFFICERS
Craig Wiggill Director, Chairman of the Board of Directors
John Dreyer Director
Robert Francis Director
Michael Price Director
David Thomas Director
Malcolm Campbell Chief Executive Officer
Sarah Williams Chief Financial Officer and Corporate Secretary
August 13, 2015
Sponsor
Questco (Pty) Ltd
Date: 14/08/2015 03:20:00 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
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