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

MIRANDA MINERAL HOLDINGS LIMITED - Preliminary unaudited summarised consolidated results for the year ended August 2017

Release Date: 10/07/2018 07:30
Code(s): MMH     PDF:  
 
Wrap Text
Preliminary unaudited summarised consolidated results for the year ended August 2017

MIRANDA MINERAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1998/001940/06
Share code: MMH ISIN: ZAE000074019
("Miranda")

PRELIMINARY UNAUDITED SUMMARISED
CONSOLIDATED RESULTS
for the year ended August 2017

MIRANDA PRELIMINARY RESULTS

COMMENTARY

FINANCIAL POSITION

For the past four financial years under review, the Miranda
Group's net asset value per share decreased by 41.73% from
5.56 cents per share (August 2013) to 3.24 cents per share
(August 2017). The net tangible asset value decreased by
88.14% from 1.77 cents per share (August 2013) to 0.21 cents
per share (August 2017).

Shareholders are reminded that due to the nature of the
Company's business, the trading statements are based on the net
asset value per share.

FINANCIAL PERFORMANCE

The Group reported a reduced headline loss of 76.41% from
5.34 cents per share (August 2013) to 1.26 cents per share
(August 2017). Basic earnings per share increased by 190.04%
from a reported loss of 4.52 cents per share (August 2013) to a
profit of 4.07 cents per share (August 2017).

The increase in basic earnings was mainly because of the reversal
of the impairment on the Rozynenbosch prospecting right.

As the Group is reporting on four financial periods, the
following events must be highlighted:

2014

During the August 2014 financial year, the Group pursued the
Benicon transaction as mentioned in the financial results for the
six months ending 28 February 2014. The Benicon transaction
was abandoned in the final stages in August 2014 with
substantial costs, after certain of the conditions precedent were
not fulfilled. This impacted negatively on the Group.

After due consideration and evaluation of the various
opportunities which continuously presented themselves and
taking cognisance of the future outlook for specific commodities
(metals in particular), the portfolio of coal assets was considered
to be non-core to the future strategy of the Group and it was
decided that all assets related to coal projects be impaired and
disposed of through a bid process.

2015

During the 2015 financial year, shareholders were advised that
the board had requested the JSE to suspend the trading of
the shares of the Company following a determination that the
Company was financially distressed. Effectively, the Company
ceased to do business and was no longer able to meet its
obligations.

The Group initiated a compromise with creditors in terms of
Section 155 of the Companies Act No. 71 of 2008 (Act), which
was sanctioned by the court in terms of section 155(7) of the Act
during February 2015.

2016

There were no significant events during this period.

2017

During the 2017 financial year, the Group appointed Theo Botoulas
as chief executive officer (CEO) and executive director. He was
given a specific mandate to restructure and refocus the Company
and to create a sustainable future for the Group.

NEW STRATEGY

In line with a mandate given to the CEO in February 2017 to
create a future for the Company in the minerals space, a new
strategy was developed, in terms of which, its intentions are to:

-  Become a mid-tier, Africa-focused explorer, developer and
   producer of polymetallic concentrates, ultimately focused on
   the mining and beneficiation of base metal and technology
   metal ores;
-  Target base and specialist technology metals projects, and,
   in exceptional cases, precious metals and stones projects,
   capable of:
   -  annual revenue generation of between $50 million and
      $200 million;
   -  a minimum project payback time of three years;
   -  a real internal rate of return of 30%; and
   -  in respect of the base and specialist technology metals,
      producing a polymetallic product which will ameliorate the
      price cyclicality inherent in the metals markets and, in so
      doing, manage unexpected cyclical price risks associated
      with individual product demand, inventory levels and new
      supply coming on stream.
-  Raise capital in order to prioritise further brownfield
   exploration of the Rozynenbosch base metals asset and
   expanding to other jurisdictions in due course;
-  Continue to dispose of non-core assets;
-  Secure shareholder approval to change the Company's name
   to Union Atlantic Minerals Limited; and
-  Lift the suspension of trade in the Company's shares on the
   JSE and to continue trading as Union Atlantic Minerals.

2017 TO THE PRESENT

Work has commenced on the implementation of the new strategy.
In particular, the following have been concluded to date:

-  A review of the Company's mineral rights portfolio;
-  Valuation of the commercial viability of each project in the
   mineral rights portfolio, the effort and finance required to
   renew same, and the identification of assets earmarked for
   either further development or for disposal. The mineral rights
   projects identified for development are to be managed by
   Milnex 189 Proprietary Limited (Milnex), a mineral rights
   consultancy;
-  Development of a strategy to ensure the future sustainability
   of the Company as a junior company in the African minerals
   sector;
-  Appointment of PR Botha Inc. to provide a financial
   management function for the Company;
-  Appointment of Adriaan Botha as the financial director. His
   appointment is to be confirmed by shareholders at the next
   annual general meeting (AGM);
-  Completion of the outstanding financial audits for the 2014,
   2015, 2016 and 2017 financial years by Ernst & Young Inc;
-  Appointment as legal counsel to the Company of Taback
   and Associates Proprietary Limited and Mervyn Taback Inc,
   who have actively assisted management in the restructuring
   process;
-  An updated Competent Valuator's report to value the
   Company's coal assets, prepared by Minxcon Proprietary
   Limited (Minxcon);
-  Consolidation of all geological information in the Company's
   possession relating to the Rozynenbosch asset by Minxcon
   into an updated geological model and SAMREC-compliant
   Competent Person's Report;
-  Mandating of Minxcon to assist management in formulating a
   development plan and compiling associated budgets for the
   Rozynenbosch Project;
-  Compilation by management of internal budgets for the
   regeneration of the Company. Consideration of financial
   valuations of properties rich in other metals in the Northern
   Cape province, whether farm-in, acquisition or where mineral
   rights applications could be made;
-  Sale of the Company's 73% equity stake in the Sesikhona
   Klipbrand Colliery Proprietary Limited (Sesikhona) to Osho
   Resources SA Proprietary Limited (Osho) for R7.5 million.
   The litigation between the parties has been completely
   abandoned as a consequence of this transaction;
-  Conclusion of an agreement to dispose of the 100% interest
   in Miranda Coal on a "voetstoots" basis to Siafa Resources
   Proprietary Limited (Siafa) for a cash consideration of
   R8 million; and
-  Entering into a shareholders' agreement between Miranda
   Minerals, Miranda Mineral Holdings, Kwanda Holdings and a
   trust to be established by the Company for the benefit of the
   mining community situated in and around Rozynenbosch, in
   terms of which Kwanda Holdings and the trust will subscribe
   for shares in Miranda Minerals constituting, upon issue, 30%
   of the entire issued share capital of Miranda Minerals.

OUTLOOK

While we expect market and operating conditions in the
coming year to remain challenging as sentiment and policies
change, we believe that we will be able to deliver on our new
strategy. We would like to thank our fellow board members and
shareholders for their continued support.

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOW

 For the year ended 31 August 2017                               2017              2016             2015             2014             2013
 Net cash from operating activities                          (583,669)         (672,372)          45,092      (16,026,532)     (18,086,987)
 Net cash from investing activities                           (14,870)          (12,806)         759,572        9,552,771        2,926,580
 Net cash from financing activities                           546,865           719,189         (780,408)       6,356,398       12,015,487
 Total cash movement for the year                             (51,674)           34,011           24,256         (117,363)      (3,144,920)
 Cash at the beginning of the year                             88,105            54,094           29,838          147,201        3,292,121
 Cash disclosed as part of disposal group                     (34,915)                -                -                -                -
 Total cash at end of the year                                  1,516            88,105           54,094           29,838          147,201
 Restricted cash and cash equivalents                         350,675           335,805          322,999          318,336          317,966

SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 As at 31 August 2017                                           2017               2016             2015             2014             2013
 ASSETS
 Non-current assets                                       40,328,342          5,213,253        5,127,496        5,235,577       43,110,987
 Property, plant and equipment                                     -                  -                -          146,623       17,390,066
 Intangible assets                                        39,000,000          3,919,720        3,919,720        3,919,720       24,600,919
 Investments in associate                                          -                 40               40               40               40
 Other financial assets                                    1,328,342          1,293,493        1,207,736        1,169,194        1,119,962
 Current assets                                            1,107,512            684,258          619,645        1,812,498        1,388,194
 Other financial assets                                      105,006            105,006          105,006          569,728          256,599
 Trade and other receivables                                 649,722            154,749          137,546          894,596          666,428
 Cash and cash equivalents                                   352,784            424,503          377,093          348,174          465,167
 Non-current assets held for sale
 and assets of disposal group                              7,276,197                  -                -                -                -
 Total assets                                             48,712,051          5,897,511        5,747,141        7,048,075       44,499,181
 EQUITY AND LIABILITIES
 EQUITY
 Share capital                                            209,586,425       186,797,593      186,797,593      186,797,593      179,874,593
 Reserves                                                   1,794,939         1,909,382        1,909,382        7,541,154        7,782,085
 Retained income                                         (169,613,333)     (202,051,966)    (200,917,033)    (205,265,859)    (151,569,256)
 Equity attributable to owners of parent                   41,768,031       (13,344,991)     (12,210,058)     (10,927,112)      36,087,422
 Non-controlling interest                                  (9,212,820)       (9,190,311)      (9,195,225)      (9,155,694)      (2,864,088)
 Total shareholders' interest                              32,555,211       (22,535,302)     (21,405,283)     (20,082,806)      33,223,334
 LIABILITIES
 Non-current liabilities                                            -         1,212,573        1,145,017        1,261,843        1,261,519
 Finance lease obligation                                           -                 -                -          167,181          232,701
 Environmental rehabilitation provision                             -         1,212,573        1,145,017        1,094,662        1,028,818
 Current liabilities                                       12,806,082        27,220,240       26,007,407       25,869,038       10,014,328
 Loans to/from shareholders                                   151,146           151,146          151,146        3,079,943        1,474,621
 Other financial liabilities                                1,670,460         1,103,582          384,393        3,666,444        1,004,293
 Current tax payable                                                -         1,854,056        1,854,056        1,854,056                -
 Finance lease obligation                                           -                 -                -           65,297           59,002
 Other liabilities                                                  -                 -                -                -        1,710,000
 Trade and other payables                                  10,983,883        24,110,863       23,617,812       17,203,298        5,766,412
 Bank overdraft                                                   593               593                -                -                -
 Liabilities of disposal group                              3,350,758                 -                -                -                -
 Total liabilities                                         16,156,840        28,432,813       27,152,424       27,130,881       11,275,847
 Total equity and liabilities                              48,712,051         5,897,511        5,747,141        7,048,075       44,499,181
 Net asset and net tangible asset
 value per share
 Ordinary shares in issue                               1,288,086,443      711,153,964       711,153,964      711,153,964      649,048,345
 Net asset value per share (cents)                               3.24            (1.88)            (1.72)           (1.54)            5.56
 Net tangible asset value per share (cents)                      0.21            (2.43)            (2.27)           (2.09)            1.77


SUMMARISED CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

 For the year ended 31 August 2017                               2017               2016            2015             2014             2013
 Other Income                                                       -                  -       1,476,384       10,000,000        5,462,616
 Operating expenses                                        (8,911,921)        (1,162,929)     (2,715,476)     (27,823,410)     (29,040,037)
 Operating loss                                            (8,911,921)        (1,162,929)     (1,239,092)     (17,823,410)     (23,577,421)
 Investment revenue                                            18,477             16,334          13,335           11,890           43,940
 Impairment mining property                                         -                  -               -      (16,822,171)               -
 Impairment exploration and evaluation intangible
 asset                                                              -                  -               -      (11,574,892)        (959,232)
 Impairment mineral right intangible asset                          -                  -               -       (9,240,407)               -
 Impairment geological records                                      -                  -               -         (200,000)               -
 Reversal of impairment on mining right                    42,293,968                  -               -                -                -
 Fair value adjustments                                             -             85,757          38,542           49,232           32,191
 Finance costs                                                      -            (69,181)       (135,262)        (345,054)        (109,345)
 Profit/(loss) before taxation                             33,400,524         (1,130,019)     (1,322,477)     (55,944,812)     (24,569,867)
 Taxation                                                           -                  -               -       (1,854,056)               -
 Profit/(loss) from continuing operations                  33,400,524         (1,130,019)     (1,322,477)     (57,798,868)     (24,569,867)
 Loss from discontinued operations                         (1,098,843)                 -               -                -                -
 Total comprehensive profit/(loss) for the year            32,301,681         (1,130,019)     (1,322,477)     (57,798,868)     (24,569,867)
 Total comprehensive loss attributable to:
 Owners of the parent - continued                          33,400,524         (1,134,933)     (1,282,946)     (53,937,534)     (23,564,827)
 Owners of the parent - discontinued                       (1,076,334)                 -               -                -                -
 Non-controlling interest - continued                               -              4,914         (39,531)      (3,861,334)      (1,005,040)
 Non-controlling interest - discontinued                      (22,509)                 -               -                -                -
 Basic and diluted loss per share (cents)                        4.07              (0.16)          (0.18)           (7.78)           (4.52)
 Headline and diluted headline loss per share (cents)           (1.26)             (0.16)          (0.39)           (4.00)           (5.34)
 Basic and diluted loss per share - continued (cents)            4.21              (0.16)          (0.18)           (7.78)           (4.52)
 Headline and diluted headline loss per share -
 continued (cents)                                              (1.12)             (0.16)          (0.39)           (4.00)           (5.34)
 Basic and diluted loss per share - discontinued
 (cents)                                                        (0.14)                 -               -                -                -
 Headline and diluted headline loss per share -
 discontinued (cents)                                           (0.14)                 -               -                -                -

SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                                                                    Total
                                                                                          attributable to
                                                          Share-based                      equity holders             Non-
 For the year ended                         Share             payment       Accumulated      of the group      controlling            Total
 31 August 2017                           capital             reserve              loss           company         interest           equity
 Balance at 1 September 2013          121,944,770                   -      (128,004,429)       (6,059,659)      (2,218,310)      (8,277,969)
 Loss for the year                              -                   -       (23,564,827)      (23,564,827)      (1,005,040)     (24,569,867)
 Issue of shares                       57,929,823                   -                 -        57,929,823                -       57,929,823
 Share options issued                           -           7,782,085                 -         7,782,085                -        7,782,085
 Subsidiary acquired                            -                   -                 -                 -          359,262          359,262
 Balance at 31 August 2013            179,874,593           7,782,085      (151,569,256)       36,087,422       (2,864,088)      33,223,334
 Loss for the year                              -                   -       (53,937,534)      (53,937,534)      (3,861,334)     (57,798,868)
 Issue of shares                        6,923,000                   -                 -         6,923,000                -        6,923,000
 Options lapsed                                 -            (240,931)          240,931                 -                -                -
 Dividends                                      -                   -                 -                 -       (2,430,272)      (2,430,272)
 Balance at 31 August 2014            186,797,593           7,541,154      (205,265,859)      (10,927,112)      (9,155,694)     (20,082,806)
 Loss for the year                              -                   -        (1,282,946)       (1,282,946)         (39,531)      (1,322,477)
 Options lapsed                                 -          (5,631,772)        5,631,772                 -                -                -
 Balance at 31 August 2015            186,797,593           1,909,382      (200,917,033)      (12,210,058)      (9,195,225)     (21,405,283)
 Loss for the year                              -                   -        (1,134,933)       (1,134,933)           4,914       (1,130,019)
 Balance at 31 August 2016            186,797,593           1,909,382      (202,051,966)      (13,344,991)      (9,190,311)     (22,535,302)
 Profit for the year                            -                   -        32,324,190        32,324,190          (22,509)      32,301,681
 Issue of shares                       22,788,832                   -                 -        22,788,832                -       22,788,832
 Options lapsed                                 -            (114,443)          114,443                 -                -                -
 Balance at 31 August 2017            209,586,425           1,794,939      (169,613,333)       41,768,031       (9,212,820)      32,555,211

SUMMARISED CONSOLIDATED SEGMENTAL ANALYSIS

 For the year ended 31 August 2017                              2017              2016             2015             2014             2013
 Segment assets                                           48,712,051         5,897,511        5,747,141        7,048,075       44,499,181
 Segment assets - Coal                                     7,276,197         5,897,418        5,747,048        7,047,982       42,486,079
 Segment assets -
 Base metals and industrial minerals                      39,073,623                30               30               30          586,292
 Segment assets - Other                                    2,362,231                63               63               63        1,426,810
 Segment liabilities                                     (16,156,840)      (28,432,813)     (27,152,424)     (27,130,881)     (11,275,847)
 Segment liabilities - Coal                               (3,350,758)      (28,432,813)     (27,152,424)     (27,130,881)      (7,129,923)
 Segment liabilities - Other                             (12,806,082)                -                -                        (4,145,924)

 Segment result                                          (32,301,681)        1,130,019        1,322,477       57,798,868       24,569,867
 Segment result - Coal                                     6,698,319         1,130,019        1,322,477       57,689,750        7,287,197
 Segment result -
 Base metals and industrial minerals                     (39,000,000)                -                -            4,247                -
 Segment result - Other                                            -                 -                -          104,871       17,282,670

NOTES TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 August 2017

1. BASIS OF PREPARATION

The summarised consolidated financial statements have been
prepared in accordance with the Framework concepts and the
recognition and measurement criteria of International Financial
Reporting Standards (IFRS) and the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and
Financial Reporting Pronouncements as issued by the Financial
Reporting Standards Council, and as a minimum, contains the
information required by IAS 34: Interim Financial Reporting and
complies with the Listings Requirements of the JSE Limited and
the Companies Act of South Africa, 2008.

The full consolidated annual financial statements from
which these summarised consolidated financial statements
were derived are available on request from the Group's
registered office.

The accounting policies applied in the preparation of the full
consolidated annual financial statements from which the
summarised consolidated financial statements were derived
are in accordance with IFRS and are consistent with those of
the audited full consolidated annual financial statements for the
year ended 31 August 2017.

These summarised consolidated financial statements and
the full consolidated annual financial statements have been
prepared under the supervision of AM Botha, CA(SA) and were
approved by the board of directors on 14 May 2018.

2. LOSS PER SHARE
                                                                 2017              2016           2015           2014           2013
 Weighted average number of ordinary shares
 outstanding                                              793,957,670       711,153,964    711,153,964    693,135,147    521,788,888
 Basic and diluted loss per share (cents)                        4.07             (0.16)         (0.18)         (7.78)         (4.52)
 Headline and diluted headline loss per share
 (cents)                                                       (1.26)             (0.16)         (0.39)         (4.00)         (5.34)
 Basic and diluted loss per share - continued
 (cents)                                                         4.21             (0.16)         (0.18)         (7.78)         (4.52)
 Headline and diluted headline loss per share -
 continued (cents)                                             (1.12)             (0.16)         (0.39)         (4.00)         (5.34)
 Basic and diluted loss per share -
 discontinued (cents)                                          (0.14)                 -              -              -              -
 Headline and diluted headline loss per share -
 discontinued (cents)                                          (0.14)                 -              -              -              -

 Reconciliation between earnings (loss)
 and headline earnings (loss)
 Basic earnings (loss)                                    33,400,524         (1,134,933)    (1,282,946)   (53,937,534)   (23,564,827)
 Adjusted for:
 Profit on sale of property, plant and equipment                   -                  -       (152,890)             -        (26,982)
 Net insurance claim                                               -                  -       (126,660)             -              -
 Profit on sale of investment                                      -                  -              -              -              -
 Profit/(loss) on sale of right                                    -                  -              -    (10,000,000)       959,232
 Profit on sale of subsidiary                                      -                  -              -              -     (4,870,143)
 Discount creditors compromise                                     -                  -     (1,196,835)             -              -
 Impairment of Mining rights                                       -                  -              -      9,240,407              -
 Impairment of Geological Records                                  -                  -              -        200,000              -
 Impairment of Exploration and evaluation asset                    -                  -              -     11,574,892              -
 Impairment of Mining Property                                     -                  -              -     16,822,171              -
 Reversal of impairment of mining right                  (39,000,000)                 -              -              -              -
 Fair value disposal group                                (3,293,968)                 -              -              -              -
 Total tax effects of adjustments                                  -                  -              -      1,854,056              -
 Total non-controlling interest effects of
 adjustments                                                       -                  -              -     (3,505,013)      (359,267)
 Headline earnings (loss)                                 (8,893,444)        (1,134,933)    (2,759,331)   (27,751,021)   (27,861,987)

3. EVENTS AFTER THE REPORTING DATE

CREDITORS COMPROMISE

The compromise between the Group and its creditors dated
21 October 2014 was sanctioned by the High Court pursuant
to Section 155(7) of the Companies Act No.71 of 2008 and an
order to this effect was granted on 2 February 2015. These
shares were issued on 24 July 2017. 576,932,114 were issued
in favour of R22.8 million worth of creditors.

DISPOSAL OF 100% OF THE SHARES HELD IN
MIRANDA COAL (PROPRIETARY) LIMITED

The Company will dispose of all of its shares in Miranda Coal
(constituting 100% of the entire issued share capital of Miranda
Coal) to Siafa for a purchase consideration of R8,000,000
and its claim on loan account against Siafa in the sum of
approximately R33,108,314 against Miranda Coal to Ronhold
for a purchase consideration of R100.

The implementation of the Miranda Coal Transaction is subject
to the fulfilment (or waiver, if capable of waiver to the extent
legally permitted) by the parties thereto of the following
conditions:

-  The company, Siafa and Ronhold adopting, respectively, the
   necessary resolutions approving the Siafa Transaction and
   delivering copies thereof to the other of them and to the
   Company;
-  The shareholders of the Company passing, in General
   Meeting, a special resolution approving the Siafa Transaction
   in terms of Section 112 read with Section 115 of the
   Companies Act and or if applicable, in terms of the Listings
   Requirements or as same will have been deemed to be
   approved on the basis of Schedule 11 of the Regulations;
   and
-  The Takeover Regulation Panel approving the Miranda Coal
   Transaction in terms of Section 119 of the Companies Act
   and issuing a compliance certificate in terms of Section 121
   of the Companies Act.

DISPOSAL OF THE ENTIRE EQUITY INTEREST
IN SESIKHONA KLIPBRAND COLLIERY
(PROPRIETARY) LIMITED (SESIKHONA
TRANSACTION)

Shareholders were previously informed of the litigation between
the Company and Osho, with whom a term sheet in respect of
an offtake agreement was signed during December 2011. Osho
alleged that it purchased all of the Sesikhona mine anthracite
and consequently applied for an interim interdict to prevent
Miranda from delivering anthracite from Sesikhona mine to
another off taker. Miranda successfully stayed the litigation
under Case Number 10786/2012 after Miranda agreed to
dispose, through Miranda Coal, all of its shares in, and claims
on loan account against, Sesikhona to Osho for a purchase
consideration of R5,000,000, which purchase Consideration is
payable as follows:

-  Osho will pay an amount of R2.5 million shortly after
   signature of the sale agreement to Miranda Coal against
   transfer of 36 shares in Sesikhona to Osho ("First Tranche");
   and
-  Payment of the balance of the Purchase Consideration
   (being R2.5 million) on the date that Ministerial Consent
   in terms of Section 11 of the Minerals and Petroleum
   Resources Development Act, No 28 of 2002, as amended,
   will have been received.

The Sesikhona Transaction further provides that Osho will pay to
the Company a production initiation bonus in respect of the coal
mined by Osho in the sum of R2.5 million in 6 equal tranches
over a period of 6 months with effect from the last business day
of the third month after Osho will have commenced mining and
thereafter on the last business day of each of the subsequent
5 months.

The implementation of the Sesikhona Transaction is subject
to the fulfilment (or waiver by the parties to the extent legally
permitted) of the following conditions:

-  The parties thereto will have signed a consent letter staying
   the litigation proceedings pending between them until such
   time as the Sesikhona Transaction fails or the proceedings
   are withdrawn and terminated pursuant to the Sesikhona
   Transaction taking effect;
-  Miranda Coal and Osho adopting, respectively, the necessary
   resolutions approving the Sesikhona Transaction and
   delivering copies thereof to the other of them;
-  The minority shareholders of Sesikhona waiving their pre
   emptive rights in favour of the Sesikhona Transaction or
   alternatively reaching an agreement with Osho regarding
   their respective shareholding in Sesikhona; and
-  Osho conducting a limited legal due diligence into the
   affairs of Sesikhona and will have delivered a written notice
   to Miranda Coal of its intention to complete the Sesikhona
   Transaction.

The parties signed a consent letter staying the litigation
proceedings pending between them until such time as the
Sesikhona Transaction fails or the proceedings are withdrawn
and terminated pursuant to the Sesikhona Transaction taking
effect.

The first part of the Sesikhona Transaction was successfully
concluded on 26 February 2018 and the first tranche of
R2.5 million was received.

B-BBEE TRANSACTION IN RESPECT OF
ROZYNENBOSCH

A shareholders' agreement has been entered into amongst
Miranda Minerals, Miranda Mineral Holdings, Kwanda Holdings
and a trust to be established by the Company for the benefit of
the mining community situated in and around Rozynenbosch,
on 19 October 2017, in terms of which, among others, Kwanda
Holdings and the Trust will subscribe for shares in Miranda
Minerals constituting, upon issue, 30% of the entire issued
share capital of Miranda Minerals.

The subscription price for the 30% interest in Miranda Minerals
will be vendor financed by the Company on loan account. The
loans advanced, pursuant to the vendor finance arrangement,
to Kwanda Holdings and the Trust, respectively, will be repayable
on the 3rd anniversary of the Commencement Date (defined
as the 5th business day after the date of fulfilment of all the
conditions precedent) and shall be secured in favour of the
Company by way of a cession and pledge of the shares issued
to each of Kwanda Holdings and the Trust.

The implementation of the B-BBEE Transaction is subject to
the fulfilment (or waiver by the parties to the extent legally
permitted) of the following conditions:

-  The Trust is registered by the Master of the High Court,
   Johannesburg and letters of authority are issued to its
   trustees;
-  Miranda Minerals adopting and filing with the Commission a
   new Memorandum of Incorporation;
-  Each of Kwanda Holdings and the Trust having entered into
   the relevant cession and pledge agreements in respect of
   the security to be registered in respect of their respective
   shareholding; and
-  Each of Miranda Minerals and the Company adopting such
   board and shareholder resolutions necessary to give effect
   to the B-BBEE Transaction.

As part of its B-BBEE initiative, the Company has granted
Kwanda Holdings the right to increase its shareholding in
Miranda Minerals, by subscribing for such number of additional
shares as shall, upon issue, result in the B-BBEE subscribers
collectively holding up to a maximum of 50% of the issued
ordinary share capital of Miranda Minerals, subject to the terms
and conditions set out in the Shareholders' Agreement.

In addition to the terms and conditions set out above, the
Shareholders' Agreement contains terms that are typical for a
transaction of this nature and further regulates the relationship
of the parties as shareholders of Miranda Minerals inter se and
between each of the parties as shareholders on the one hand
and the Company on the other hand.

ROZYNENBOSCH PROSPECTING RIGHT AND
INDEPENDENT COMPETENT PERSONS REPORT
ON THE ROZYNENBOSCH PROJECT

The Minister of Mineral Resources has granted Miranda
Minerals (Pty) Limited, a wholly owned subsidiary of Miranda
Mineral Holdings Limited, the prospecting right in respect of the
remainder of the farm Rozynenbosch No 104 in the Magisterial/
Administrative district Namaqualand, measuring 6,483.37
hectares, which right is effective from 5 February 2018 until
4 February 2021.

This right relates to the copper ore, silver, zinc and lead deposit
located on the farm Rozynenbosch in the Kenhardt district of
the Northern Cape. Extensive exploration was completed over
the property by Goldfields and Phelps Dodge in the 1970s
and 1980s. Minxcon (Pty) Limited is currently undertaking
completion of an independent SAMREC Code Compliant Mineral
Resource estimation on the Rozynenbosch Project, and an
associated Competent Persons Report. These reports have been
published and are available on the Company's website.

4. GOING CONCERN

The Group and Company recorded comprehensive profit/(loss),
net of tax of R32,301,681 and (R69,494,203) respectively
during the year ended 31 August 2017 (2016: Group
(R1,130,019); Company (R1,135,298)). As of year-end, the
Group and Company were in net current liability position of
R11,698,570 and R11,709,669 respectively (2016: net current
liability Group R26,535,982; Company R24,387,616). As at
year-end, the Group and Company are in a net asset position of
R41,768,031 and R33,195,269 respectively (2016: Group net
liability position of R13,344,991; Company net asset position of
R79,900,640).

The financial statements set out in this report are the
responsibility of the directors of the Company. They have been
prepared by the directors on the basis of appropriate accounting
policies which have been consistently applied. The financial
statements have been prepared in accordance with International
Financial Reporting Standards and on the basis of accounting
policies applicable to going concern. This basis presumes that
the realisation of assets and settlement of liabilities will occur
in the ordinary course of business. The directors do believe that
a material uncertainty exists which may cast significant doubt
on the Group and Company's ability to continue as a going
concern, as it is dependent on the successful outcome of a
number of future events. Therefore, the Group may be unable
to realise its assets and discharge its liabilities in the normal
course of business. The most significant of these factors are:

-  The successful conclusion of the sale of Miranda Coal
   (Pty) Limited together with its subsidiaries for the total
   consideration of R8 million;
-  The successful conclusion of the sale of Sesikhona Kliprand
   Colliery (Pty) Limited for the total consideration of R5 million
   and a R2.5 million production bonus;
-  The successful execution of the Rozynenbosch prospecting
   right; and
-  Raising an additional R30 million in capital, necessary for
   developing the Rozynenbosch prospecting right, uplifting the
   suspension of the Miranda Mineral Holdings Limited's shares
   on the JSE and funding continued operational expense
   requirements.

The Company did not comply with all the JSE disclosure
requirements set out in paragraph JSE 8.63 of the listing
requirements due to the Company's financial position. The
Company last complied with the requirements related to
"Audit Committees", publication of its "integrated report"
and interim results in the August 2013 to 2017 financial years.

5. AUDIT OPINION

These summarised consolidated financial statements for
the year ended 31 August 2017 have not been audited by
Ernst & Young Inc.

6. OTHER

The auditor has expressed an unmodified opinion on the
full consolidated financial statements for the year ended
31 August 2017. A copy of the auditor's report on the full
consolidated financial statements is available for inspection
at the Company's registered office, together with the financial
statements identified in the auditor's report. Ernst & Young Inc
has not audited future financial performance and expectations
expressed by management included in the commentary in the
summarised consolidated financial statements and accordingly
do not express an opinion thereon. Shareholders are therefore
advised that in order to obtain a full understanding of the nature
of the auditor's engagement, they should obtain a copy of
the auditor's report together with the accompanying financial
information from the issuer's registered office.

FOR MORE INFORMATION

This short-form announcement is the responsibility of
the directors. It is only a summary of the information
contained in the integrated report for the financial year
ended 30 August 2017; the Annual financial statements
for 2014, 2015, 2016 and 2017; and the circular to
shareholders. It does not contain full or complete
details. Any investment decision should be based on
the full documents posted to shareholders on Monday,
9 July 2018 and accessible on the Company's website,
www.mirandaminerals.com

Johannesburg
10 July 2018

SPONSOR AND CORPORATE ADVISER

River Group

MEDIA AND INVESTOR RELATIONS

James Duncan
R&A Strategic Communications
james@rasc.co.za
+27 11 880 392
Date: 10/07/2018 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story