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Provisional Reviewed Summarised Annual Financial Results for the Year Ended 28 February 2022
Mantengu Mining Limited
(formerly Mine Restoration Investments Limited)
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share Code: MTU
ISIN Code: ZAE000302360
("Mantengu" or “the Company")
PROVISIONAL REVIEWED SUMMARISED ANNUAL FINANCIAL RESULTS FOR THE YEAR
ENDED 28 FEBRUARY 2022
The Board of Directors of Mantengu (”the Board”) is pleased to
announce the reviewed summarised annual financial results for the
year ended 28 February 2022 (“Results”).
Mantengu previously communicated Group results to the market and not
Company results. Mantengu sold the last remaining subsidiaries at
28 February 2021 and therefore the “Group” as such ceased to exist
on 28 February 2021, leaving only the “Company”. This announcement
therefore contains the reviewed Company results for the 12 months
ended 28 February 2022, with the comparative audited Company results
for the 12 months ended 28 February 2021.
Given that the audited Group results at February 2021 and not the
Company results at 28 February 2021 have previously been communicated
to the market, we have reconciled the audited Company total
comprehensive loss at 28 February 2021 to the audited Group total
comprehensive income at 28 February 2021 in Note 4.
SUMMARISED STATEMENT OF COMPREHENSIVE INCOME
Reviewed 12- Audited 12-
months to months to
February 2022 February 2021
R’000 R’000
Revenue - -
Other Income 758 956
Impairment Reversal - 3 705
Directors’ Remuneration (2 954) (2 321)
Administration and other
operating expenses (2 637) (1 199)
Operating (Loss)/Profit (4 833) 1 141
Finance Costs (3 004) (2 635)
Loss before Taxation (7 837) (1 494)
Taxation - -
Loss for the Year (7 837) (1 494)
Other Comprehensive Income:
Other Comprehensive Income - -
Total Comprehensive Loss for the
Year (7 837) (1 494)
Basic Loss per Share (0.91) (0.17)
Diluted Loss per Share (0.91) (0.17)
Headline Loss per Share (0.91) (0.17)
Diluted Loss per Share (0.91) (0.17)
Weighted average number of shares
in issue (‘000) 863 053 863 053
Diluted weighted average number
of shares in issue (‘000) 863 053 863 053
SUMMARISED STATEMENT OF FINANCIAL POSITION
Reviewed Audited
28 February 28 February
2022 2021
R’000 R’000
Assets
Current Assets
Short-Term Loan - 1 085
Trade and other receivables 57 316
Cash and cash equivalents 12 4
69 1 405
Total Assets 69 1 405
Equity and Liabilities
Equity
Amount attributable to equity holders (30 203) (22 366)
(30 203) (22 366)
Liabilities
Current Liabilities
Other financial liabilities 22 879 18 404
Trade and other payables 7 393 5 367
30 272 23 771
Total Equity and Liabilities 69 1 405
SUMMARISED STATEMENT OF CHANGES IN EQUITY
Share capital Accumulated Total equity
earnings/(loss)
R’000 R’000 R’000
Balance at 29 February 2020 85 020 (105 892) (20 872)
Total comprehensive earnings/(loss) for the period - (1 494) (1 494)
Balance at 28 February 2021 85 020 (107 386) (22 366)
Total comprehensive earnings/(loss) for the period - (7 837) (7 837)
Balance at 28 February 2022 85 020 (115 223) (30 203)
SUMMARISED STATEMENT OF CASH FLOWS
Reviewed 12- Audited 12-
months to months to
February February
2022 2021
R’000 R’000
Cash flows from operating activities (2 564) (2 767)
Cash flows from investing activities 1 085 3 233
Cash flows from financing activities 1 471 (450)
Total cash movement for the period 8 16
Cash and cash equivalents at the
beginning of the period 4 (12)
Cash and cash equivalents at end of the
period 12 4
COMMENTARY
1. BASIS OF PREPARATION
These condensed reviewed annual financial results have been prepared
in accordance with IAS 34 – Interim Financial Reporting, the framework
concepts and the recognition requirements of International Financial
Reporting Standards (“IFRS”), the South African Institute of
Chartered Accountants (“SAICA”) Financial Reporting Guides, as issued
by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting Standards
Council, International Financial Reporting Interpretations Committee
(“IFRIC”) and the requirements of the South African Companies Act
(Act 71 of 2008), as amended, and the Listings Requirements of the
JSE Limited (“JSE”).
The Results have been prepared using accounting policies that comply
with IFRS and which are consistent with those applied in the
preparation of the audited financial statements for the year ended
28 February 2021. These results have been prepared by the Financial
Director, Mr TA Makgolane.
Notwithstanding the technical insolvency of the Company and the fact
that it has limited activity, the directors are satisfied that the
Company will still be able to settle its obligations and realise its
assets as measured in terms of IFRS as applicable to a going concern.
Shareholders are advised that the information contained in the
announcement is also available at:
https://senspdf.jse.co.za/documents/2022/jse/isse/mtue/ye22.pdf
2. FINANCIAL RESULTS AND FUTURE PROSPECTS
Mantengu operated as a cash shell throughout the current financial
year. The Board focused on minimising all corporate costs whilst
pursuing the acquisition of Langpan Mining Co Proprietary Limited
(“Langpan”). The Board has satisfied themselves that the Company is
in a position to continue as a going concern and that it has access
to sufficient borrowing facilities to meet its foreseeable cash
requirements.
As announced on SENS on 30 May 2022, the Company distributed a
circular to shareholders (“Circular”) relating to, inter alia, the
proposed acquisition of Langpan in terms of which Langpan shareholders
(“Vendors”) will dispose of their entire shareholding (100%) in
Langpan for an aggregate purchase consideration of R550 million to
be settled through the issue by Mantengu of 137 500 000 000 shares
to the Vendors (“Langpan Transaction”). As set out in the notice of
general meeting (“Notice”) incorporated in the Circular, the general
meeting of shareholders (“General Meeting”) will be held at 10:00 on
30 June 2022 in order to consider, and if deemed fit, to pass with
or without modification, the resolutions necessary to approve and
implement, inter alia, the Langpan Transaction.
The Board is confident that the conclusion of the Langpan Transaction
will recapitalise the Company and allow for the Company’s successful
reinstatement on the Alternative Exchange of the JSE.
3. HEADLINE LOSS PER SHARE (“HLPS”)
Reconciliation of losses to headline losses
Reviewed 12- Audited 12-
months to months to
February 2022 February 2021
Loss per share (cents) (0.91) (0.17)
Diluted Loss per share (cents) (0.91) (0.17)
Headline loss per share (cents) (0.91) (0.17)
Diluted headline loss per share
(cents) (0.91) (0.17)
HLPS Calculation
Loss for the period (R’000) (7 837) (1 494)
Headline loss (7 837) (1 494)
Weighted average number of shares
in issue (‘000) 863 053 863 053
Actual number of shares in issue
(‘000) 863 053 863 053
4. RECONCILIATION OF COMPARATIVE PERIOD – GROUP VS. COMPANY
Reconciliation of audited Company total comprehensive loss at
28 February 2021 to audited Group total comprehensive income at
28 February 2021
(R’000)
Company Comprehensive Loss at 28 February 2021: (1 494)
Gain on disposal of subsidiaries: 429
Reversal of Capital Reserve: 5 000
Group Comprehensive Income at 28 February 2021: 3 935
5. CHANGES IN SHARE CAPITAL
Since the last reporting period, there have been no changes in issued
share capital.
6. EVENTS AFTER THE END OF THE REPORTING PERIOD
As set out in paragraph 2 above, following JSE approval of the
Circular on 27 May 2022, the Circular, incorporating, inter alia, the
full details of the Langpan Transaction was distributed to
shareholders. The General Meeting will be held at 10:00 on 30 June
2022.
Directorate Changes:
• Following the resignation of Alistair Collins as an independent
non-executive director with effect from 3 November 2021, on
25 April 2022 the Board appointed Jonas Tshikundamalema as an
independent non-executive director.
Additionally, Board subcommittees were also reconstituted as
follows:
- Combined Audit and Risk Committee: Vincent Madlela (Chair),
Michael Miller and Jonas Tshikundamalema.
- Combined Remuneration and Nomination Committee: Michael
Miller (Chair), Jonas Tshikundamalema and Vincent Madlela.
- Combined Social and Ethics Committee: Vincent Madlela (Chair),
Jonas Tshikundamalema and Michael Miller.
The Company continues to evaluate its Board and committees and
following the conclusion of the Langpan Transaction, will be looking
to include additional independent members to strengthen the
governance structures of the Company.
7. OTHER FINANCIAL LIABILITIES
In early 2017, an angel investor re-capitalised the Company, through
a subordinated debt facility in order to settle claims, cover working
capital and transaction related costs for the Langpan Transaction,
providing support so as to maintain the Company’s solvency and to
ensure that the Company is able to continue operating as a going
concern. This support has been maintained throughout the period under
review.
Further, there is a R1.4 million related party unsecured loan in which
Langpan has covered for transaction and other related costs of
Mantengu during the period. The remaining increase in other financial
liabilities relates to trade payables in the ordinary course of
business.
8. OTHER FINANCIAL ASSETS
With respect to supporting the Langpan Transaction, R3,71 million was
provided on an unsecured short term debt basis to the target to cover
transactional related expenses. As at 28 February 2022, the full loan
amount has been repaid.
9. GOING CONCERN
The financial period under review reflects a challenging financial
period, with a net loss after tax of R7.8 million (prior year
R1.5 million) and the Company’s total liabilities exceeding its
assets by R30.2 million (prior year R22.4 million).
The directors are confident that the acquisition of Langpan will
adequately recapitalise the Company ensuring the successful
reinstatement of Mantengu onto the JSE Alternative Exchange.
The Board remains confident that the Company retains the continued
support of its major shareholders to provide additional funding should
other sources not be forthcoming.
The Board has a reasonable expectation, having regard to the current
status and the future strategy of the Company, that the Company will
have sufficient resources to continue as a going concern and have
therefore concluded that it is appropriate to prepare the financial
statements on a going concern basis.
Accordingly, the financial statements do not include the adjustments
that would result if the Company was unable to continue as a going
concern.
10. DIVIDENDS
No dividend was declared for the year ended 28 February 2022 (2021:
Nil).
11. REVIEW OPINION
The condensed annual financial statements for the year ended
28 February 2022 have been reviewed by the Company’s auditor, Ngubane
& Co (JHB) Inc., who expressed an unmodified opinion thereon.
A copy of the review opinion on the condensed annual financial
statements is available for inspection at the Company’s registered
office, together with the annual financial statements identified in
the report.
Ngubane & Co (JHB) Inc’s unmodified review opinion does not
necessarily report on all of the information contained in this
reviewed condensed results announcement. Shareholders are therefore
advised that in order to obtain a full understanding of the nature
of Ngubane & Co (JHB) Inc’s engagement, they should obtain a copy of
Ngubane & Co (JHB) Inc’s unmodified review opinion, together with the
accompanying financial information from the Financial Director, at
the Company's registered office, which is also available on Mantengu’s
website at: www.mantengu.com .
No forward looking statements in the announcement have been reviewed
or reported on by the Company’s auditor.
CORPORATE INFORMATION
Postal address: PO Box 866, Rivonia, 2128
Registered and Physical address: Lower Ground Floor Block F,
Pinmill, 164 Katherine Street, Sandton, Gauteng, 2196
Tel no:+27 (0) 11 036 3100
Fax no:+27 (0) 86 654 6818
Web: www.mantengu.com
Board of Directors: V Madlela*, J Tshikundamalema*, MJ Miller#
(Chairman), MW Movundlela (CEO), TA Makgolane (FD).
(#Non-Executive, *Independent Non-Executive)
Company Secretary: Neil Esterhuysen & Associates Inc
Transfer Secretaries: Computershare Investor Services Proprietary
Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, PO
Box 61763, Marshalltown 2107
Auditor: Ngubane & Co (JHB) Inc.
Johannesburg
2 June 2022
Designated Adviser:
Merchantec Capital
Date: 02-06-2022 02:59:00
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