26th May 2009 07:00
For immediate release 26 May 2009
African Minerals Limited
("African Minerals" or "the Company")
Final Audited Results for the year ended 31 December 2008
Tonkolili - a World Class Iron Ore Project
African Minerals Limited (AIM: AMI), the mineral exploration company with significant interests in Sierra Leone, West Africa, today announces its audited results for the 12 months ended 31 December 2008.
Highlights
Tonkolili Iron Ore Project
Expedited drilling programme allowed resource calculation to be undertaken within nine months of commencement of drilling
Site laboratory established and operational
State of the art exploration camp constructed and operational
Post year-end highlights at Tonkolili
3.1 billion tonnes in the Indicated category with an average grade of 30.7% Total Iron
Metallurgical test work indicates that Tonkolili iron ore is upgradeable to a high quality concentrate grading in excess of 68% Fe at a mass recovery of over 30%, with impurities at levels less than 4.5% SiO2, 0.6% Al2O3, and 0.01% P.
Geophysics and reconnaissance drilling over a strike length of 20km at Kasafoni indicates the potential to increase the iron ore magnetite mineral resource to in the order of 10 billion tonnes as supported by SRK Consulting (UK) Limited
Marampa Iron Ore Project
Agreement completed with Cape Lambert Iron Ore Limited under which the Company acquired 9% of Cape Lambert in return for an investment by Cape Lambert of a 30% stake in Marampa
Option granted to Cape Lambert to acquire Marampa for US$200 million
Post year-end highlights at Marampa
African Mineral's interest in Cape Lambert increased to 11.6%
Infrastructure
Agreement anticipates the Company will build and operate extension of railway to Tonkolili
Finance
£20 million before expenses raised in October 2008 by way of a cash placing with institutional investors
Strong endorsement by key investors in extremely difficult market conditions
Key Management Appointments (post year end)
John Blanning joined the company on 16 March 2009 as Vice President - Mine Engineering and has over 23 years mining experience, having most recently been Head of Mining at Fortescue Metals Group
Commenting on the results, Frank Timis, Executive Chairman said:
"I am very pleased with the progress the Company has made in the development of its iron ore assets. With the completion of the resource estimation by SRK in May 2009, the Tonkolili project is the largest currently reported magnetite iron ore deposit in Africa. This together with the agreement over the railway and port infrastructure places us in a strong position to become a significant iron ore producer on the world stage, competing with globally recognised industry players.
We have in place a highly skilled engineering team led by Alan Watling, with a proven track record of developing and operating projects of this magnitude to tight timescales. With the continuing support of the Government of Sierra Leone, our shareholders and staff, we look forward to the future with confidence as a major iron ore supplier to key steel markets."
Enquiries:
African Minerals Limited |
Tel: +44 (0) 1481 726833 |
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Frank Timis Alan Watling |
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Canaccord Adams Limited |
Tel: +44 (0) 20 7050 6500 |
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Mike Jones |
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Robert Finlay |
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Mirabaud Securities Limited |
Tel: +44 (0) 20 7878 3360 |
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Rory Scott |
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Citigate Dewe Rogerson |
Tel: +44 (0) 20 7638 9571 |
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Martin Jackson |
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George Cazenove |
Chairman's Statement
Our primary strategy over the past year has been to accelerate the development of the Company's iron ore interests in Sierra Leone, and to establish appropriate infrastructure for eventual production from these projects. The lease agreement over key port and railway infrastructure is a vital part of our strategy in this respect.
African Minerals has invested significantly in Sierra Leone over the past four years and we regard the infrastructure project, which further demonstrates our strong relationship with the Government of Sierra Leone, as proof of the Government's endorsement of the part being played by our Company in the country's development.
Although our focus has been to develop our iron ore assets in Sierra Leone, we also have strategic investments in companies which hold iron ore assets in Australia and Mozambique.
We have also taken the opportunity to strengthen management and the Board. The recruitment of senior executives with significant iron ore experience such as our CEO, Alan Watling, places us in a strong position to become a significant iron ore producer supplying Chinese, European and American steel markets.
Iron ore projects
We have concentrated our financial, management and operational resources on the Company's flagship project, Tonkolili and formed a strategic alliance with Cape Lambert Iron Ore Limited ("Cape Lambert") at the Marampa iron ore project.
At Tonkolili, we have now confirmed a world class magnetite iron ore resource which complies fully with industry-recognised "JORC" standards. We are very excited that Tonkolili is turning out to be one of the largest iron ore discoveries on the African continent. In May 2009, we announced a Mineral Resource estimate of 5.1 billion tonnes for the Numbara, Simbili and Marampon deposits.
The final magnetic concentrate of this world class project is high quality, upgrading to 68% iron with very low impurities and is suitable for blast furnace feed. Interim pre-feasibility studies have indicated that operating costs will be in the lowest quartile of iron ore producers, further reinforcing Tonkolili's position as a world class iron ore project.
Geophysics and reconnaissance drilling over a strike length of 20km at Kasafoni indicates the potential to increase the iron ore magnetite mineral resource to in the order of 10 billion tonnes.
A significant thickness and strike extent of hematite mineralisation comprised of hematite cap and oxidised transition zone overlies the primary magnetite resources at Tonkolili. Exploration to date suggests that this may comprise of the order of 800 million tonnes of material over Numbara, Simbili and Marampon alone. Additional drilling and geological modelling to enable the preparation of a JORC compliant mineral resource for these zones is also underway.
We have a new partner in the Marampa iron ore project, Cape Lambert, with the technical expertise and financial capacity to help us realise the full potential of Marampa, which we believe could develop into a significant iron ore project.
With the development of the key port and rail infrastructure, African Minerals is now well positioned to accelerate both the Tonkolili and Marampa projects towards production. We look forward to completing pre-feasibility studies during the current year, with a view to developing a substantial mining operation.
Infrastructure development
In November 2008 our wholly owned subsidiary, African Railway and Port Services (SL) Limited, finalised a 99 year lease in respect of the Pepel Port and the Pepel - Marampa - Tonkolili Railway, covering the redevelopment of the infrastructure of the port and railway.
Under the terms of the lease, we will undertake an engineering study of an upgrade to the deep water Pepel Port and of the existing railway between Pepel and Marampa. Subject to the results of the studies, the Company will upgrade, operate and maintain the port and railway, making them available at commercial rates to other users including mining companies and general cargo and passenger transporters.
Following receipt of satisfactory engineering and feasibility studies, the Company will also construct and operate an extension of the railway to the Company's iron ore project at Tonkolili, enabling the Company efficiently and cost effectively to transport its iron ore production for export to international markets.
Strategic investments and acquisition
During the year we made a number of important strategic investments which both diversify our minerals portfolio and present shareholders with significant development potential.
On 13 May 2008, the Company acquired 11,425,000 fully paid ordinary shares in Baobab Resources plc, which has a balanced portfolio of projects in Mozambique at various stages of development and principal asset being the Iron-Titanium-Vanadium Tete project.
On 1 October 2008, the Company completed an agreement with Cape Lambert Iron Ore Limited ("CLIO") in respect of the Company's iron ore project at Marampa, Sierra Leone (the "Marampa Project") whereby CLIO acquired a 30% interest in Marampa Iron Ore Limited ("Marampa"). In return, the Company acquired 44,000,000 fully-paid ordinary shares in CLIO and CLIO agreed to contribute US$25 million towards a feasibility study at the Marampa Project. Subsequent to the year end, the Company acquired a further 17,000,000 fully-paid ordinary shares in CLIO in return for CLIO's increasing its stake in Marampa to 35%.
On 23 October 2008, the Company acquired 8,700,000 ordinary shares in West African Diamonds plc ("WAD"). WAD is a diamond focused explorer with operations in Guinea and Sierra Leone and holds a portfolio of development and advanced exploration assets across West Africa.
On 14 April 2008, the Company acquired 100% of the share capital of White River Resources Inc, a Canadian exploration company with mineral claims on the largely under-explored Kluane ultramafic belt in the Yukon province.
Board
This has been an important year in the development of the Board. I am pleased to report that the Board has been materially strengthened, both in terms of the skills of its members and to reflect accepted codes of good corporate governance.
A number of colleagues have moved on to pursue other interests. David Gadd-Claxton, formerly President of Diamond Exploration and Production, left the Company in January 2008. Mike Wittet stepped down as a Non-Executive Director in April 2008. I thank them for their contribution and support. In November 2008 Bruce Kirk, formerly President, Iron Ore and Base Metals, resigned for personal reasons. Bruce was instrumental in advancing the Tonkolili project over the previous twelve months towards resource status. In the circumstances, I greatly appreciated his offer to continue his support for the Company in a consultancy capacity. Roy Pitchford stepped down from his role as CEO in November 2008, becoming a Non-Executive Director, to focus on his external business interests before leaving the Company in February 2009. I thank him for his contribution to the Company.
I am pleased to welcome three new Non-Executive Directors to the Board. Mark Ashurst joined in January 2008. Mark is a senior investment banker with a broad range of corporate finance skills gained from over 20 years' experience in the City of London. Peter Truscott (Lord Truscott of St. James's), formerly a Labour MEP, Government Minister and spokesman joined in April 2008. Peter has brought to the Board a wealth of political experience, particularly in foreign affairs and international trade. Christopher Duffy joined us in February 2009. Chris has been a partner of Clyde & Co, an international firm of lawyers based in the City of London, since 1989. He is a highly experienced corporate lawyer who has advised numerous companies in relation to their activities in the UK and many other jurisdictions including, in particular, Africa.
I was delighted to announce in December 2008 that Alan Watling had agreed to join African Minerals as CEO with effect from 1 February 2009. Alan's appointment has added a wealth of engineering and project management experience to the Board and executive team. He is leading the development of the Tonkolili project and the port and railway infrastructure project. Alan has proven expertise in major port and railway construction projects, substantial mining related experience and a successful track record in completing projects against tight deadlines. He has the background and credentials to build and lead the team that will drive African Minerals forward to the completion of definitive feasibility studies over our iron ore projects and then onward into production.
Financial review
The financial performance of the Company throughout the year ended 31 December 2008 reflects continued increasing expenditure on the development of the Company's iron ore assets.
Loss after taxation for the 12 month period ended 31 December 2008 was US$23.6 million (2007: US$42.3 million). Loss per share was 14.33 cents (2007: 30.05 cents).
The total assets of the Group amounted to approximately US$152.8 million as at the period end, which includes intangible assets amounting to approximately US$76.8 million.
In October 2008, the Company successfully raised £20 million by way of a placing of 26,666,700 new common shares at a price of 75 pence per share with institutional investors. We were delighted with the endorsement that our premier institutional shareholders gave the Company in subscribing to the placing, especially given the extremely difficult market conditions at the time. The proceeds of the placing will allow us to progress the development of our flagship Tonkolili project into the feasibility study stage and will allow us to undertake extensive engineering and construction work on key infrastructure in Sierra Leone to support our iron ore projects.
During the year, the Company completed one sale of rough diamonds, its fourth such sale, sourced wholly from its alluvial bulk sampling activities in the Kono district of Sierra Leone, realising gross sale proceeds of US$2.5 million (2007: US$7.5 million).
As at 31 December 2008, the Company had cash at bank and short term deposits of US$28.9 million (2007: US$44.2 million).
Employees
Our people are our key resource. On behalf of our shareholders I would like to thank them all for their contribution over the past year during which the Company has successfully progressed its flagship iron ore projects.
Outlook
African Minerals, like so many other mining companies, has been adversely affected by the world economic down-turn. Steel and iron ore related equities have recently experienced one of the worst periods on record as has been the case for most mining sector companies.
We strongly believe that the Asian region, most notably China and India, will continue to focus on securing quality iron ore deposits of magnitude as supply deficits are realised given the subdued levels of supply activity resulting from the global crisis. The Tonkolili project is world class due to the size of the JORC compliant resource, quality of product and proximity to a deep water port as well as being located in a region with shipping costs and voyage times to steel markets located in both Europe and China that are comparable to those from Brazil.
The Company has strengthened its senior management team with the appropriate engineering skill base required to expedite the Tonkolili project towards development and production. We are targeting the completion of a definitive feasibility study by mid 2010 in order to have first product on ship in 2012. The team that has been assembled already has a proven track record of fast tracking the development and construction of iron ore operations of a similar scale.
I am confident that the Tonkolili and Marampa projects have the potential to add significant shareholder value even in this time of economic instability. I am very pleased that we have discovered such a large valuable resource at Tonkolili and now have the team in place to realise its full potential.
We will continue to pursue value adding strategies with regards to our other exploration activities. I would also like to thank the Government of Sierra Leone for their continued strong working relationship with the Company. We are committed to improving that country's infrastructure and in doing so helping to raise the standard of living in Sierra Leone.
Frank Timis
Executive Chairman
22 May 2009
AFRICAN MINERALS LIMITED
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2008
Year ended |
Year ended |
|||
31 December |
31 December |
|||
2008 |
2007 |
|||
Note |
US$ |
US$ |
||
Revenue |
1 |
2,213,905 |
7,492,811 |
|
Cost of sales |
(5,997,029) |
(16,535,455) |
||
|
|
|||
Gross loss |
(3,783,124) |
(9,042,644) |
||
Impairment of intangible fixed assets |
12 |
(12,735,143) |
(15,969,396) |
|
Net operating expenses |
3 |
(36,945,937) |
(17,331,654) |
|
Profit on investment in subsidiary |
4 |
28,763,034 |
- |
|
|
|
|||
Operating loss |
(24,701,170) |
(42,343,694) |
||
Interest receivable |
8 |
1,084,478 |
1,608,884 |
|
|
|
|||
Loss before tax |
(23,616,692) |
(40,734,810) |
||
Tax |
9 |
- |
(1,520,562) |
|
|
|
|||
Loss for the year |
(23,616,692) |
(42,255,372) |
||
Basic and diluted loss per share - cents |
10 |
14.33 |
30.05 |
|
All activities are continuing operations.
There were no recognised gain and losses other than those stated above.
AFRICAN MINERALS LIMITED
CONSOLIDATED AND COMPANY BALANCE SHEETS
At 31 December 2008
|
|
Group
|
|
Company
|
|
Group
|
|
Company
|
|
|
2008
|
|
2008
|
|
2007
|
|
2007
|
|
Note
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Intangible fixed assets
|
12
|
76,760,367
|
|
22,919,401
|
|
42,463,439
|
|
-
|
Tangible fixed assets
|
13
|
14,655,954
|
|
816,449
|
|
22,830,262
|
|
-
|
Investments
|
14
|
-
|
|
1,002
|
|
-
|
|
502
|
Debtors
|
15
|
-
|
|
147,146,491
|
|
|
|
113,497,812
|
Total non-current assets
|
|
91,416,321
|
|
170,883,343
|
|
65,293,701
|
|
113,498,314
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Inventories
|
17
|
1,720,186
|
|
-
|
|
2,607,033
|
|
-
|
Trade and other receivables
|
15
|
22,492,416
|
|
903,892
|
|
3,582,248
|
|
2,451,899
|
Financial assets at fair value
|
|
|
|
|
|
|
|
|
through profit or loss
|
18
|
8,328,411
|
|
8,328,411
|
|
-
|
|
-
|
Short term investments
|
19
|
-
|
|
-
|
|
41,158,671
|
|
41,158,671
|
Cash and cash equivalents
|
20
|
28,859,165
|
|
24,044,166
|
|
3,002,816
|
|
1,945,210
|
Total current assets
|
|
61,400,178
|
|
33,276,469
|
|
50,350,768
|
|
45,555,780
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
152,816,499
|
|
204,159,812
|
|
115,644,469
|
|
159,054,094
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
Share capital
|
21
|
1,875,174
|
|
1,875,174
|
|
1,552,582
|
|
1,552,582
|
Share premium account
|
|
209,136,256
|
|
209,136,256
|
|
161,811,643
|
|
161,811,643
|
Equity reserves
|
|
9,942,383
|
|
9,942,383
|
|
5,999,876
|
|
5,999,876
|
Profit and loss account
|
|
(82,302,856)
|
|
(19,843,060)
|
|
(58,968,839)
|
|
(11,816,059)
|
Attributable to equity holders of the parent company
|
138,650,957
|
|
201,110,753
|
|
110,395,262
|
|
157,548,042
|
|
Minority interest
|
|
7,300,022
|
|
-
|
|
-
|
|
-
|
Total equity
|
|
145,950,979
|
|
201,110,753
|
|
110,395,262
|
|
157,548,042
|
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
|
Provisions
|
23
|
1,165,364
|
|
-
|
|
669,587
|
|
-
|
Total non-current liabilities
|
|
1,165,364
|
|
-
|
|
669,587
|
|
-
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Trade and other payables
|
24
|
5,700,156
|
|
3,049,059
|
|
4,579,620
|
|
1,506,052
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
6,865,520
|
|
3,049,059
|
|
5,249,207
|
|
1,506,052
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities
|
|
152,816,499
|
|
204,159,812
|
|
115,644,469
|
|
159,054,094
|
|
|
|
|
|
|
|
|
|
The financial statements were approved by the Board on 22 May 2009 and were signed on its behalf by:
FRANK TIMIS
Director and Executive Chairman
JAMIE ALPEN
Director and Chief Financial Officer
AFRICAN MINERALS LIMITED
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2008
Year ended |
Year ended |
|||
31 December |
31 December |
|||
2008 |
2007 |
|||
US$ |
US$ |
|||
Loss for the period |
(23,616,692) |
(40,734,810) |
||
Share-based payments |
4,868,504 |
4,209,991 |
||
Depreciation of tangible fixed assets |
5,982,436 |
5,124,775 |
||
Amortisation of intangible fixed assets |
2,808,571 |
2,768,000 |
||
Impairment of intangible fixed assets |
12,735,143 |
15,969,396 |
||
Loss on disposal of tangible fixed assets |
3,445,398 |
20,121 |
||
Loss on disposal of intangible fixed assets |
- |
209,267 |
||
Profit on investment in subsidiary |
(28,763,034) |
- |
||
Increase in provisions |
495,777 |
230,625 |
||
Unrealised foreign exchange loss |
2,092,414 |
- |
||
Interest received |
(1,084,478) |
(1,608,884) |
||
Operating loss before working capital changes |
(21,035,961) |
(13,811,519) |
||
Decrease/(increase) in inventories |
886,847 |
(630,924) |
||
Decrease/(Increase) in trade and other receivables |
1,089,875 |
(3,322,331) |
||
Decrease in financial assets at fair value |
||||
through profit or loss |
6,671,993 |
- |
||
Increase in trade and other payables |
1,120,536 |
3,373,951 |
||
Net cash flow from operating activities |
(11,266,710) |
(14,390,823) |
||
Cash flows from investing activities |
||||
Interest received |
1,084,478 |
1,608,884 |
||
Proceeds of sales of tangible assets |
434,000 |
12,485 |
||
Payments to acquire tangible assets |
(1,687,526) |
(9,153,970) |
||
Payments to acquire intangible assets |
(42,639,158) |
(18,461,011) |
||
Payments to acquire financial assets |
(1,443,850) |
- |
||
Investment in subsidiary |
4,667,288 |
- |
||
Decrease/(increase) in short term deposits with banks |
41,158,671 |
(19,620,236) |
||
Net cash inflow/(outflow) from investing activities |
1,573,903 |
(45,613,848) |
||
Cash flows from financing activities |
||||
Proceeds of ordinary share issue |
32,988,447 |
60,604,336 |
||
Proceeds of exercise of options |
1,111,612 |
307,395 |
||
Proceeds of exercise of warrants |
1,449,097 |
- |
||
Net cash inflow from financing activities |
35,549,156 |
60,911,731 |
||
Net increase/(decrease) in cash and cash equivalents |
25,856,349 |
907,060 |
||
Cash and cash equivalents at beginning of period |
3,002,816 |
2,095,756 |
||
Cash and cash equivalents at end of period |
28,859,165 |
3,002,816 |
||
AFRICAN MINERALS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2008
Share |
Profit and |
|||||
Share |
premium |
Equity |
loss |
|||
capital |
account |
reserves |
account |
Total |
||
Note |
US$ |
US$ |
US$ |
US$ |
US$ |
|
As at 1 January 2007 |
1,300,032 |
101,056,581 |
1,940,026 |
(16,767,727) |
87,528,912 |
|
Allotments during the year |
252,550 |
66,324,736 |
- |
- |
66,577,286 |
|
Issue expenses - shares |
- |
(3,869,619) |
- |
- |
(3,869,619) |
|
Issue expenses - warrants |
- |
(1,700,055) |
1,700,055 |
- |
- |
|
Share-based payments |
- |
- |
2,414,055 |
- |
2,414,055 |
|
Reserves transfer - options |
- |
- |
(54,260) |
54,260 |
- |
|
Loss for the year |
- |
- |
- |
(42,255,372) |
(42,255,372) |
|
As at 31 December 2007 |
1,552,582 |
161,811,643 |
5,999,876 |
(58,968,839) |
110,395,262 |
|
As at 1 January 2008 |
1,552,582 |
161,811,643 |
5,999,876 |
(58,968,839) |
110,395,262 |
|
Allotments during the year |
322,592 |
48,290,887 |
- |
- |
48,613,479 |
|
Issue expenses - shares |
- |
(1,609,596) |
- |
- |
(1,609,596) |
|
Issue expenses - warrants |
- |
(107,760) |
107,760 |
- |
- |
|
Share-based payments |
- |
- |
4,868,504 |
- |
4,868,504 |
|
Reserves transfer - options |
- |
- |
(241,725) |
241,725 |
- |
|
Reserves transfer - warrants |
- |
751,082 |
(792,032) |
40,950 |
- |
|
Loss for the period |
- |
- |
- |
(23,616,692) |
(23,616,692) |
|
As at 31 December 2008 |
21/22 |
1,875,174 |
209,136,256 |
9,942,383 |
(82,302,856) |
138,650,957 |
1. ACCOUNTING POLICIES
African Minerals Limited is registered and domiciled in Bermuda and is listed on the AIM market of the London Stock Exchange.
Statement of compliance
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board (IASB), and interpretations issued by the Standing Interpretations Committee of the IASB.
Basis of preparation
The Group financial statements have been prepared in accordance with the historical cost basis and are presented in US dollars. All values are rounded to the nearest dollar.
The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both current and future periods.
The accounting policies set out below have been applied consistently to all periods presented in the financial statements by all Group entities.
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial information of African Minerals Limited and its subsidiaries. Subsidiaries are those entities over whose financial and operating policies the Group has the power to exercise control. Where necessary, the accounting policies of the subsidiaries are adjusted to ensure consistency with the policies adopted by the Group.
Transactions eliminated on consolidation
Intra-group balances and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Intangible fixed assets
Exploration and evaluation costs arising following the acquisition of an exploration licence are capitalised on a project by project basis pending determination of the technical feasibility and commercial viability of the project. Costs incurred include appropriate technical and administrative overheads. Deferred exploration costs are carried at historical cost less any impairment losses recognised.
If an exploration project is successful, the related costs will be transferred to mining assets and amortised over the estimated life of mineral reserves on a unit of production basis. Where a project is relinquished, abandoned, or is considered to be of no further commercial value to the Company, the related costs are written off.
The recoverability of deferred exploration costs is dependent upon the discovery of economically recoverable mineral reserves, the ability of the Company to obtain necessary financing to complete the development of mineral reserves and future profitable production or proceeds from the disposal thereof.
1. ACCOUNTING POLICIES (CONTINUED)
Tangible Fixed Assets
Exploration costs are capitalised as intangible fixed assets until a decision is made to proceed to development. Related costs are then transferred to mining assets. Before reclassification, exploration costs are assessed for impairment and any impairment loss recognised in the profit and loss account. Subsequent development costs are capitalised under mining assets, together with any amounts transferred from intangible exploration assets. Mining assets are amortised over the estimated life of the commercial mineral reserves on a unit of production basis.
Plant and machinery, fixtures and fittings, motor vehicles and leasehold improvements are shown at cost less accumulated depreciation and impairment losses. The cost of tangible fixed assets is their purchase cost, together with any incidental cost of purchase.
Depreciation is charged to the income statement on a straight-line basis over the expected useful lives of the assets concerned. The depreciation rates are as follows:
|
|
%
|
|
___________________________________________________________________________________________
Plant and machinery |
20-30 |
Fixtures and fittings |
20-30 |
___________________________________________________________________________________________
Subsequent expenditure relating to a fixed asset item is capitalised when it is probable that future economic benefits from the use of the asset will be increased. All other subsequent expenditure is recognised as an expense in the period in which it is incurred. Repairs and maintenance which neither materially add to the value of assets nor appreciably prolong their useful lives are charged against income. Surpluses/(deficits) on the disposal of fixed assets are credited/(charged) to income. The surplus or deficit is the difference between the net disposal proceeds and the carrying amount of the asset.
Financial instruments:
Trade and other receivables
Trade and other receivables are stated at cost less provision for doubtful debts.
Cash and cash equivalents
Cash and cash equivalents are measured at fair value, based on the relevant exchange rates at balance sheet date.
Short-term investments
Deposits with financial institutions that are not repayable on demand without penalty are classified as short-term investments and are included within investing activities in the cash flow statement. Interest on short-term investments is recognised on an accruals basis over the life of the investment.
Derivative instruments
Derivative instruments are measured at fair value.
Impairment
The carrying amounts of the Group's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. An asset's carrying value is written down to its estimated recoverable amount, being the higher of its net selling price and value in use, if that is less than the asset's carrying amount.
Impairment reviews for deferred exploration and evaluation costs are carried out on a project by project basis, as each project has the potential to be an economically viable cash generating unit. An impairment review is undertaken when indicators of impairment arise but normally when one of the following conditions apply;
unexpected geological occurrences render a deposit uneconomic
title to an asset is compromised
variations in commodity prices render the project uneconomic
variations in the currency of operation
variations to the fiscal and tax legislation in the country of operation
1. ACCOUNTING POLICIES (CONTINUED)
Borrowings
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost with any difference between the proceeds (net of transaction costs) and the redemption value recognised in the income statement over the period of the borrowings using the effective interest rate method.
Revenue
Revenue comprises gross diamond sale proceeds less selling costs. Selling costs include marketing commissions and costs, transportation, insurance and security costs and government royalty payments.
Operating leases
Payments made under operating leases are recognised on a straight-line basis over the term of the lease.
Net financing costs
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method and interest receivable on funds invested.
Deferred taxation
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit or loss. Deferred tax is provided using the full liability method.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised.
Foreign currencies
Transactions denominated in foreign currencies are translated at the exchange rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rates of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the profit and loss account.
Inventories
Inventories of rough diamonds, have been valued at estimated market values prevailing at 31 December 2008, with the amounts so determined reduced by the application of anticipated margins. The use of this method results in a carrying value of rough diamond inventory which approximates to the lower of cost and net realisable value.
Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, for which it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
The estimated cost of environmental rehabilitation on mine closure is based on the present value of estimated costs and a provision is raised accordingly.
Share- based payments
The Group issues equity-settled share-based payments to certain Directors, officers, employees and suppliers. Fully-paid shares are valued at market value at the date of issue. Options and warrants are valued at fair value at the date of grant and are expensed on a straight-line basis over the estimated vesting period.
Fair value is measured by use of the Black-Scholes pricing model. The estimated life of the instrument used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Segment reporting
A segment is a component of the Group distinguishable by geographical location (geographical segment), or by its economic activity (business segment), which is subject to risks and rewards that are different from those of other segments.
2. SEGMENT REPORTING
Gold and |
||||||
Business Segments |
Iron Ore |
base metals |
Diamonds |
Infrastructure |
Corporate |
Total |
2008 |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
Revenue |
- |
- |
2,213,905 |
- |
- |
2,213,905 |
Operating loss |
(1,587,511) |
(23,203) |
(12,782,141) |
(15,981) |
(10,292,334) |
(24,701,170) |
Interest receivable |
- |
- |
- |
- |
1,084,478 |
1,084,478 |
Tax |
- |
- |
- |
- |
- |
- |
Loss for the period |
(1,587,511) |
(23,203) |
(12,782,141) |
(15,981) |
(9,207,856) |
(23,616,692) |
Segment assets |
71,385,782 |
6,210,196 |
40,552,160 |
(50,582) |
34,718,943 |
152,816,499 |
Segment liabilities |
1,025,143 |
815,113 |
785,268 |
150,311 |
4,089,685 |
6,865,520 |
Cash utilised in operations |
1,094,073 |
10,165,096 |
(469,709) |
130,997 |
(22,187,167) |
(11,266,710) |
Cash flows from investing |
(18,339,647) |
(15,137,751) |
(2,326,088) |
(3,022,931) |
40,400,320 |
1,573,903 |
Cash flows from financing |
- |
- |
- |
- |
35,549,156 |
35,549,156 |
Net movement in cash and cash equivalents |
(17,245,574) |
(4,972,655) |
(2,795,797) |
(2,891,934) |
53,762,309 |
25,856,349 |
Capital expenditure on tangible assets |
661,683 |
103,492 |
89,372 |
- |
832,979 |
1,687,526 |
Capital expenditure on intangible assets |
29,546,736 |
7,832,775 |
2,236,716 |
3,022,931 |
- |
42,639,158 |
Depreciation of tangible fixed assets |
1,387,887 |
5,171 |
4,495,651 |
- |
93,727 |
5,982,436 |
Amortisation of intangible fixed assets |
- |
- |
2,808,571 |
- |
- |
2,808,571 |
Impairment of tangible fixed assets |
- |
9,743,953 |
2,991,190 |
- |
- |
12,735,143 |
Geographical segments |
Sierra Leone |
Canada |
Bermuda |
UK |
Guernsey |
Total |
2008 |
US$ |
US$ |
US$ |
US$ |
US$ |
US$ |
Revenue |
1,884,187 |
- |
329,718 |
- |
- |
2,213,905 |
Segment assets |
116,070,206 |
2,103,091 |
34,093,921 |
524,552 |
24,729 |
152,816,499 |
Segment liabilities |
3,071,560 |
488,704 |
3,049,059 |
254,752 |
1,445 |
6,865,520 |
Cash utilised in operations |
(672,146) |
8,214,521 |
(15,532,915) |
(3,239,188) |
(36,982) |
(11,266,710) |
Cash flows from investing |
(28,997,728) |
(9,828,689) |
40,409,991 |
860 |
(10,531) |
1,573,903 |
Cash flows from financing |
- |
- |
35,549,156 |
- |
- |
35,549,156 |
Net movement in cash and cash equivalents |
(29,669,874) |
(1,614,168) |
60,426,232 |
(3,238,328) |
(47,513) |
25,856,349 |
Capital expenditure on tangible assets |
854,547 |
- |
816,448 |
6,000 |
10,531 |
1,687,526 |
Capital expenditure on intangible assets |
40,011,953 |
2,627,205 |
- |
- |
|
42,639,158 |
Depreciation of tangible fixed assets |
5,951,723 |
- |
- |
30,073 |
640 |
5,982,436 |
Amortisation of intangible fixed assets |
2,808,571 |
- |
- |
- |
- |
2,808,571 |
Impairment of tangible fixed assets |
4,906,454 |
7,828,689 |
- |
- |
- |
12,735,143 |
Gold and |
|||||
Business Segments |
Iron Ore |
base metals |
Diamonds |
Corporate |
Total |
2007 |
US$ |
US$ |
US$ |
US$ |
US$ |
Revenue |
- |
- |
7,492,811 |
- |
7,492,811 |
Operating loss |
(97,135) |
(51,589) |
(34,065,801) |
(8,129,169) |
(42,343,694) |
Interest receivable |
- |
- |
- |
1,608,884 |
1,608,884 |
Tax |
- |
- |
(1,520,562) |
- |
(1,520,562) |
Loss for the year |
(97,135) |
(51,589) |
(35,586,363) |
(6,520,285) |
(42,255,372) |
Segment assets |
18,145,074 |
855,383 |
50,202,635 |
46,441,377 |
115,644,469 |
Segment liabilities |
724,522 |
271,065 |
690,666 |
3,562,955 |
5,249,207 |
Cash utilised in operations |
(182,671) |
228,927 |
(10,993,660) |
(3,443,419) |
(14,390,823) |
Cash flows from investing |
(15,605,919) |
(2,704,480) |
(9,185,454) |
(18,117,995) |
(45,613,848) |
Cash flows from financing |
- |
- |
- |
60,911,731 |
60,911,731 |
Net movement in cash and cash equivalents |
(15,788,590) |
(2,475,554) |
(20,179,114) |
39,350,318 |
907,060 |
Capital expenditure on tangible assets |
5,973,203 |
46,308 |
3,015,331 |
119,128 |
9,153,970 |
Capital expenditure on intangible assets |
9,632,716 |
2,658,172 |
6,170,123 |
- |
18,461,011 |
Depreciation of tangible fixed assets |
39,943 |
9,451 |
4,990,763 |
84,618 |
5,124,775 |
Amortisation of intangible fixed assets |
- |
- |
2,768,000 |
- |
2,768,000 |
Impairment of tangible fixed assets |
- |
- |
15,969,396 |
- |
15,969,396 |
|
|||||
Geographical segments |
Sierra Leone |
Bermuda |
UK |
Total |
|
2007 |
|
US$ |
US$ |
US$ |
US$ |
Revenue |
6,860,535 |
632,276 |
- |
7,492,811 |
|
Segment assets |
69,467,386 |
45,555,780 |
621,303 |
115,644,469 |
|
Segment liabilities |
3,505,082 |
1,506,052 |
238,073 |
5,249,207 |
|
Cash utilised in operations |
(10,401,007) |
(2,137,933) |
(1,851,883) |
(14,390,823) |
|
Cash flows from investing |
(27,526,587) |
(18,019,982) |
(67,279) |
(45,613,848) |
|
Cash flows from financing |
- |
60,911,731 |
- |
60,911,731 |
|
Net movement in cash and cash equivalents |
(37,927,594) |
40,753,816 |
(1,919,162) |
907,060 |
|
Capital expenditure on tangible assets |
9,065,576 |
- |
88,394 |
9,153,970 |
|
Capital expenditure on intangible assets |
18,461,011 |
- |
- |
18,461,011 |
|
Depreciation of tangible fixed assets |
5,083,201 |
- |
41,574 |
5,124,775 |
|
Amortisation of intangible fixed assets |
2,768,000 |
- |
- |
2,768,000 |
|
Impairment of tangible fixed assets |
15,969,396 |
- |
- |
15,969,396 |
|
GEOGRAPHICAL ANALYSIS OF NET OPERATING EXPENSES
Year ended 31 December 2008 |
Sierra Leone |
Bermuda |
UK |
Guernsey |
Total |
US$ |
US$ |
US$ |
US$ |
US$ |
|
Depreciation of tangible fixed assets |
5,951,723 |
- |
30,073 |
640 |
5,982,436 |
Amortisation of intangible fixed assets |
2,808,571 |
- |
- |
- |
2,808,571 |
Loss on disposal of tangible fixed assets |
3,017,912 |
416,000 |
11,486 |
- |
3,445,398 |
Employee costs |
380,436 |
499,811 |
1,816,664 |
- |
2,696,911 |
Foreign exchange differences |
29,517 |
4,341,158 |
70,326 |
3,045 |
4,444,046 |
Other operating charges |
1,188,052 |
3,480,471 |
1,332,530 |
27,025 |
6,028,078 |
Financial assets at fair value |
|||||
through profit or loss - fair value losses |
- |
6,671,993 |
- |
- |
6,671,993 |
Share-based payments |
- |
4,868,504 |
- |
- |
4,868,504 |
13,376,211 |
20,277,937 |
3,261,079 |
30,710 |
36,945,937 |
Year ended 31 December 2007 |
Sierra Leone |
Bermuda |
UK |
Guernsey |
Total |
US$ |
US$ |
US$ |
US$ |
US$ |
|
Depreciation of tangible fixed assets |
5,083,201 |
- |
41,574 |
- |
5,124,775 |
Amortisation of intangible fixed assets |
2,768,000 |
- |
- |
- |
2,768,000 |
Loss on disposal of tangible fixed assets |
- |
- |
20,121 |
- |
20,121 |
Loss on disposal of intangible fixed assets |
209,267 |
- |
- |
- |
209,267 |
Employee costs |
- |
715,556 |
814,419 |
- |
1,529,975 |
Foreign exchange differences |
46,698 |
(609,166) |
(2,631) |
- |
(565,099) |
Other operating charges |
1,238,460 |
1,603,420 |
1,192,744 |
- |
4,034,624 |
Share-based payments |
- |
4,209,991 |
- |
- |
4,209,991 |
9,345,626 |
5,919,801 |
2,066,227 |
- |
17,331,654 |
|
3. NET OPERATING EXPENSES
2008 |
2007 |
||
US$ |
US$ |
||
Depreciation of tangible fixed assets |
5,982,436 |
5,124,775 |
|
Amortisation of intangible fixed assets |
2,808,571 |
2,768,000 |
|
Loss on disposal of tangible fixed assets |
3,445,398 |
20,121 |
|
Loss on disposal of intangible fixed assets |
- |
209,267 |
|
Employee costs |
2,696,911 |
1,529,975 |
|
Foreign exchange differences |
4,444,046 |
(565,099) |
|
Other operating charges |
6,028,078 |
4,034,624 |
|
Financial assets at fair value |
|||
through profit or loss - fair value losses |
6,671,993 |
- |
|
32,077,433 |
13,121,663 |
||
Share-based payments: |
|||
Options (See Note 22) |
4,868,504 |
2,414,055 |
|
Fully-paid shares |
- |
1,795,936 |
|
4,868,504 |
4,209,991 |
||
36,945,937 |
17,331,654 |
Net operating expenses include: |
||||
2008 |
2007 |
|||
US$ |
US$ |
|||
Auditors' remuneration: |
||||
-audit services |
125,713 |
150,000 |
||
-other services |
18,175 |
24,549 |
||
Operating leases payments |
525,442 |
391,107 |
||
4. PROFIT ON INVESTMENT IN SUBSIDIARY
During the year, Cape Lambert Iron Ore Limited ("CLIO") made an investment in the company's subsidiary, Marampa Iron Ore Limited of US$36,063,056 (comprising shares in CLIO of US$11,395,725 and funding for a feasibility study of the Marampa project of US$24,667,331 in cash (US$20,000,000 deferred)) in return for receiving new shares in Marampa Iron Ore Limited representing 30% of the total share capital of Marampa Iron Ore Limited. The profit made by African Minerals Limited on the investment by CLIO amounted to US$28,763,034
5. DIRECTORS' EMOLUMENTS
2008 |
2007 |
||
US$ |
US$ |
||
Aggregate emoluments |
1,846,055 |
2,915,469 |
|
Detailed disclosures of the Director's remuneration and interests in shares and options over the Company's shares are shown in the Report of the Remuneration Committee.
No Director has retirement benefits accruing to him as a result of his services to the Group.
6. EMPLOYEE INFORMATION
The number of employees at the various mining and exploration operations (excluding the non-executive Directors of the Group) at the end of the period was 870 (2007: 748)
7. EMPLOYEE COSTS
2008 |
2007 |
||
US$ |
US$ |
||
Wages and salaries |
6,800,869 |
8,779,354 |
|
Social security costs |
406,312 |
315,047 |
|
7,207,181 |
9,094,401 |
||
Staff costs include an amount of US$3,313,562 capitalised to intangible assets. (2007: US$3,170,576)
8. INTEREST RECEIVABLE
2008 |
2007 |
||
US$ |
US$ |
||
Interest receivable on short term investments |
1,084,478 |
1,608,884 |
|
9. TAXATION
2008 |
2007 |
||
US$ |
US$ |
||
Deferred tax charge / (credit) |
- |
1,520,562 |
|
10. LOSS PER SHARE
2008 |
2007 |
||
US$ |
US$ |
||
Loss for the year |
(23,616,692) |
(42,255,372) |
|
Shares |
Shares |
||
Basic weighted average number of common shares in issue |
164,695,368 |
140,590,557 |
|
Basic loss per share - cents |
14.33 |
30.05 |
|
Given the Group's loss for the year, the diluted loss per share is the same as the basic loss per share.
11. PARENT COMPANY RESULT FOR THE FINANCIAL YEAR
The result for the year for African Minerals Limited was a loss of US$8,309,676 (2007: loss US$3,687,270).
12.INTANGIBLE FIXED ASSETS
Total |
||||
|
|
|
|
US$ |
Cost |
||||
At 1 January 2007 |
30,747,662 |
|||
Additions |
18,461,011 |
|||
Disposals |
(209,267) |
|||
Transfer from tangible assets |
12,201,429 |
|||
As at 31 December 2007 |
|
|
|
61,200,835 |
At 1 January 2008 |
61,200,835 |
|||
Additions |
49,840,642 |
|||
As at 31 December 2008 |
|
|
|
111,041,477 |
Amortisation |
||||
At 1 January 2007 |
- |
|||
Charge for the period |
2,768,000 |
|||
Impairment |
15,969,396 |
|||
As at 31 December 2007 |
|
|
|
18,737,396 |
At 1 January 2008 |
18,737,396 |
|||
Charge for the period |
2,808,571 |
|||
Impairment |
12,735,143 |
|||
As at 31 December 2008 |
|
|
|
34,281,110 |
Net book value |
||||
At 1 January 2007 |
30,747,662 |
|||
At 31 December 2007 |
|
|
|
42,463,439 |
At 1 January 2008 |
|
|
|
42,463,439 |
At 31 December 2008 |
|
|
|
76,760,367 |
Intangible fixed assets comprise the cost of purchasing mineral exploration licences and certain deferred exploration expenditure on the Company's mineral licences. The Board of Directors regularly assesses the potential of each mineral licence and writes off any deferred exploration expenditure that it believes to be unrecoverable. The Board of Directors undertook an impairment review of the Group's intangible assets as at 31 December 2008. The resultant impairment charges and rationales are as follows:
Project |
Net book value as at 31 December 2008 before impairment charge |
Impairment charge |
Net book value as at 31 December 2008 after impairment charge |
US$ |
US$ |
US$ |
|
White River Resources1 |
9,828,689 |
7,828,689 |
2,000,000 |
Konama Alluvial2 |
22,991,190 |
2,991,190 |
20,000,000 |
Gori Hills3 |
5,915,264 |
1,915,264 |
4,000,000 |
Total costs |
38,735,143 |
12,735,143 |
26,000,000 |
1. Steep decline in nickel prices during 2008, early stage exploration, no further exploration programme currently scheduled and company focus presently on iron ore assets in Sierra Leone.
2. Steep decline in rough diamond prices during 2008, exploration activities currently on hold due to iron ore focus and reducing carrying value to recent external valuation.
3. Steep decline in nickel prices during 2008 and further exploration activities currently on hold due to iron ore focus. However, prospectivity for lateritic nickel at the project remains high and exploration work has been carried out on only a relatively small area within the relevant exploration licence.
A significant part of this year's impairment charge to intangible assets relates to the purchase of White River Resources Inc. ("WRR"), for which the Company issued its own shares, as opposed to cash, as consideration for the net assets (mainly intangible fixed assets) of WRR.
The Directors are of the opinion that, after these impairment reviews and associated write-downs, the carrying value of the tangible and intangible assets in relation to the Company's projects are stated at a fair value. The carrying values will be subject to an ongoing review, as the Company forms future strategic alliances and partnerships and market conditions that impact the Company's operations and activities change.
13. TANGIBLE FIXED ASSETS
Mining |
Plant & |
Fixtures & |
||||||||
Assets |
machinery |
fittings |
Total |
|||||||
|
|
US$ |
|
US$ |
|
US$ |
|
US$ |
||
Cost |
||||||||||
At 1 January 2007 |
12,201,429 |
22,515,678 |
975,016 |
35,692,123 |
||||||
Additions |
- |
8,775,991 |
377,979 |
9,153,970 |
||||||
Transfer to intangible assets |
(12,201,429) |
- |
- |
(12,201,429) |
||||||
Disposals |
- |
(28,326) |
(40,340) |
(68,666) |
||||||
As at 31 December 2007 |
|
- |
|
31,263,343 |
|
1,312,655 |
|
32,575,998 |
||
At 1 January 2008 |
- |
31,263,343 |
1,312,655 |
32,575,998 |
||||||
Additions |
- |
1,568,166 |
119,360 |
1,687,526 |
||||||
Disposals |
- |
(5,160,281) |
(861,502) |
(6,021,783) |
||||||
As at 31 December 2008 |
|
- |
|
27,671,228 |
|
570,513 |
|
28,241,741 |
||
Depreciation |
||||||||||
At 1 January 2007 |
- |
4,331,701 |
325,320 |
4,657,021 |
||||||
Charge for the year |
- |
4,839,222 |
285,553 |
5,124,775 |
||||||
Disposals |
- |
(17,138) |
(18,922) |
(36,060) |
||||||
As at 31 December 2007 |
|
- |
|
9,153,785 |
|
591,951 |
|
9,745,736 |
||
At 1 January 2008 |
- |
9,153,785 |
591,951 |
9,745,736 |
||||||
Charge for the year |
- |
5,740,058 |
242,378 |
5,982,436 |
||||||
Disposals |
- |
(1,818,896) |
(323,489) |
(2,142,385) |
||||||
As at 31 December 2008 |
|
- |
|
13,074,947 |
|
510,840 |
|
13,585,787 |
||
|
||||||||||
Net book value |
||||||||||
At 1 January 2007 |
12,201,429 |
18,183,977 |
649,696 |
31,035,102 |
||||||
At 31 December 2007 |
|
- |
|
22,109,558 |
|
720,704 |
|
22,830,262 |
||
At 1 January 2008 |
|
- |
|
22,109,558 |
|
720,704 |
|
22,830,262 |
||
At 31 December 2008 |
|
- |
|
14,596,281 |
|
59,673 |
|
14,655,954 |
||
14. INVESTMENTS
Company |
Company |
||
2008 |
2007 |
||
US$ |
US$ |
||
Cost and net book value |
|||
At 1 January |
502 |
2 |
|
Additions |
500 |
500 |
|
At 31 December |
1,002 |
502 |
The undertakings in which the Group's interest at the year end is more than 20% are as follows:
Country of |
Class of share |
Percentage held |
Percentage held |
|||
Subsidiary undertaking |
|
incorporation |
capital held |
Principal activity |
2008 |
2007 |
African Minerals (UK) Ltd |
England |
Ordinary |
Service and holding company |
100% |
100% |
|
SLDC Management Ltd |
Sierra Leone |
Ordinary |
Holding company |
100% |
100% |
|
African Minerals (SL) Ltd |
* |
Sierra Leone |
Ordinary |
Diamond exploration and service company |
100% |
100% |
Tonkolili Iron Ore Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
100% |
|
Marampa Iron Ore Ltd |
Bermuda |
Ordinary |
Holding company |
70% |
100% |
|
Sierra Leone Gold Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
100% |
|
Sierra Leone Hard Rock Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
100% |
|
Gori Hills Nickel Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
100% |
|
Tonkolili Iron Ore (SL) Ltd |
Sierra Leone |
Ordinary |
Iron ore exploration |
100% |
100% |
|
Marampa Iron Ore (SL) Ltd |
Sierra Leone |
Ordinary |
Iron ore exploration |
70% |
100% |
|
Sierra Leone Gold (SL) Ltd |
Sierra Leone |
Ordinary |
Gold and base metals exploration |
100% |
100% |
|
Sierra Leone Hard Rock (SL) Ltd |
Sierra Leone |
Ordinary |
Diamond exploration |
100% |
100% |
|
Gori Hills Nickel (SL) Ltd |
Sierra Leone |
Ordinary |
Nickel exploration |
100% |
||
Nimini Hills Nickel Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
||
Nimini Hills Nickel (SL) Ltd |
Sierra Leone |
Ordinary |
Nickel exploration |
100% |
||
Lovetta Uranium Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
||
Lovetta Uranium (SL) Ltd |
Sierra Leone |
Ordinary |
Uranium exploration |
100% |
||
African Minerals (Guernsey) Ltd |
Guernsey |
Ordinary |
Service company |
100% |
||
White River Resources Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
||
White River Resources Inc |
Canada |
Ordinary |
Nickel exploration |
100% |
||
African Railway & Port Services Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
||
African Railway & Port Services (SL) Ltd |
Sierra Leone |
Ordinary |
Infrastructure company |
100% |
||
African Power Ltd |
Bermuda |
Ordinary |
Holding company |
100% |
||
African Power (SL) Ltd |
Sierra Leone |
Ordinary |
Power company |
100% |
The company changed its name from SLDC Exploration Limited on 28 April 2008.
15. TRADE AND OTHER RECEIVABLES
Group |
Company |
Group |
Company |
||||
31 December |
31 December |
31 December |
31 December |
||||
2008 |
2007 |
2007 |
2007 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Non-current |
|||||||
Amounts owed by Group companies |
- |
147,146,491 |
- |
113,497,812 |
|||
- |
147,146,491 |
- |
113,497,812 |
||||
Current |
|||||||
Trade receivables |
10,239 |
- |
2,317 |
- |
|||
VAT Recoverable |
185,522 |
- |
68,261 |
- |
|||
Other debtors |
20,323,700 |
307,395 |
307,403 |
307,395 |
|||
Prepayments and accrued income |
1,972,955 |
596,497 |
3,204,267 |
2,144,504 |
|||
22,492,416 |
903,892 |
3,582,248 |
2,451,899 |
||||
As at 31 December 2008, other debtors of the Group included US$20,000,000 deferred funding for a feasibility study of the Marampa project (see note 4).
16. DEFERRED TAXATION
Asset |
Liability |
Net |
|||
Recognised deferred tax asset and liabilities 2008 |
US$ |
US$ |
US$ |
||
Property plant and equipment |
- |
- |
- |
||
Employee benefit plan |
- |
- |
- |
||
Site restoration provision |
- |
- |
- |
||
Tax loss carry forward |
- |
- |
- |
||
- |
- |
- |
|||
Opening |
Recognised in |
Recognised |
Closing |
||
balance |
profit & loss |
in equity |
balance |
||
Movement in temporary timing differences 2008 |
US$ |
US$ |
US$ |
US$ |
|
Property plant and equipment |
- |
- |
- |
- |
|
Employee benefit plan |
- |
- |
- |
- |
|
Site restoration provision |
- |
- |
- |
- |
|
Tax loss carry forward |
- |
- |
- |
- |
|
- |
- |
- |
- |
||
Asset |
Liability |
Net |
|||
Recognised deferred tax asset and liabilities 2007 |
US$ |
US$ |
US$ |
||
Property plant and equipment |
- |
- |
- |
||
Employee benefit plan |
- |
- |
- |
||
Site restoration provision |
- |
- |
- |
||
Tax loss carry forward |
- |
- |
- |
||
- |
- |
- |
|||
Opening |
Recognised in |
Recognised |
Closing |
||
balance |
profit & loss |
in equity |
balance |
||
Movement in temporary timing differences 2007 |
US$ |
US$ |
US$ |
US$ |
|
Property plant and equipment |
11,200,838 |
(11,200,838) |
- |
- |
|
Employee benefit plan |
(78,439) |
78,439 |
- |
- |
|
Site restoration provision |
(53,250) |
53,250 |
- |
- |
|
Tax loss carry forward |
(12,589,711) |
12,589,711 |
- |
- |
|
(1,520,562) |
1,520,562 |
- |
- |
||
2008 |
2007 |
||||
Deferred Tax Account |
US$ |
US$ |
|||
Balance brought forward |
- |
(1,520,562) |
|||
Charge / (credit) for the year |
- |
1,520,562 |
|||
- |
- |
||||
17. INVENTORIES
31 December |
31 December |
||
2008 |
2007 |
||
US$ |
US$ |
||
Diamonds held for resale |
237,448 |
1,884,187 |
|
Gold |
414,899 |
285,092 |
|
Consumables and stores |
1,067,839 |
437,754 |
|
1,720,186 |
2,607,033 |
||
18. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Group |
Company |
Group |
Company |
||||
31 December |
31 December |
31 December |
31 December |
||||
2008 |
2008 |
2007 |
2007 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Listed securities: |
|||||||
Equity securities - UK |
1,002,037 |
1,002,037 |
- |
- |
|||
Equity securities - Australia |
7,236,374 |
7,236,374 |
- |
- |
|||
8,238,411 |
8,238,411 |
- |
- |
||||
Financial asset at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the cash flow statement.
Changes in fair values of financial assets at fair value through profit or loss are recorded in 'Net operating expenses' in the Income Statement.
19. SHORT TERM INVESTMENTS
Group |
Company |
Group |
Company |
||||
31 December |
31 December |
31 December |
31 December |
||||
2008 |
2008 |
2007 |
2007 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Short term deposits with banks |
- |
- |
41,158,671 |
41,158,671 |
|||
- |
- |
41,158,671 |
41,158,671 |
||||
20. FINANCIAL INSTRUMENTS
The Group uses financial instruments comprising cash, liquid resources and items such as short term debtors and creditors that arise from its operations. The principal risks relate to currency exposure and liquidity. Short term debtors and creditors have been excluded from the following disclosures.
The Group uses financial instruments to maximise returns from funds held on deposit. The Group's policy is to raise cash in advance of when it is required by analysing the costs and benefits of equity and debt financing.
The breakdown of the Group and Company financial assets as at 31 December 2008 is shown below:
Group |
Company |
Group |
Company |
||||
31 December |
31 December |
31 December |
31 December |
||||
2008 |
2008 |
2007 |
2007 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Cash and bank balances |
28,859,165 |
24,044,166 |
3,002,816 |
1,945,210 |
|||
Short term investments: |
|||||||
Short term deposits with banks |
- |
- |
41,158,671 |
41,158,671 |
|||
28,859,165 |
24,044,166 |
44,161,487 |
43,103,881 |
||||
In respect of monetary assets and liabilities held in currencies other than US Dollars, the Group ensures that net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates where necessary to address short term imbalances. Foreign exchange differences on retranslation of such assets and liabilities are taken to the income statement.
Financial assets consist of short-term deposits in US Dollars and Sterling which earn market interest rates.
21. SHARE CAPITAL
2008 |
2007 |
||||
Number of |
2008 |
Number of |
2006 |
||
shares |
US$ |
shares |
US$ |
||
Authorised |
|||||
Common shares of US$ 0.01 each |
250,000,000 |
2,500,000 |
250,000,000 |
2,500,000 |
|
Preference shares of US$ 0.01 each |
100,000,000 |
1,000,000 |
100,000,000 |
1,000,000 |
|
Issued and fully paid |
|||||
At 1 January |
155,258,241 |
1,552,582 |
130,003,241 |
1,300,032 |
|
Allotments during the period |
32,259,200 |
322,592 |
25,255,000 |
252,550 |
|
At 31 December |
187,517,441 |
1,875,174 |
155,258,241 |
1,552,582 |
|
On 11 April 2008, 150,000 new common shares were issued for consideration of US$341,895 on the exercise of share purchase warrants.
On 14 April 2008, 1,500,000 new common shares a value of US$4,741,812 were issued to Umbono Capital Partners LLC on the completion of the acquisition of 100% of the issued share capital of White River Resources Inc. A further 500,000 new common shares with a value of US$1,580,604 were issued to Umbono on the same day as part of a Management Agreement for Umbono to manage White River Resources on behalf of the Group. An additional 750,000 new common shares with a value of US$879,068 were issued on 13 October 2008 to Umbono as deferred purchase consideration on the purchase of certain mineral rights interests.
On 29 April 2008, 50,000 new common shares were issued for consideration of US$128,830 on the exercise of share purchase warrants.
On 8 May 2008, 150,000 new common shares were issued for consideration of US$340,895 on the exercise of share purchase warrants.
On 13 May 2008, 1,142,500 new common shares were issued with a value of US$4,253,243 on the completion of the acquisition of 10% of the issued share capital of Baobab Resources plc.
On 15 May 2008, 500,000 new common shares were issued for consideration of US$378,075 on the exercise of share purchase warrants.
On 23 May 2008, 750,000 new common shares were issued for consideration of US$1,111,612 on the exercise of share options.
On 16 June 2008, 100,000 new common shares were issued for consideration of US$259,402 on the exercise of share purchase warrants.
On 10 October 2008, 26,666,700 new common shares were issued by way of a placing for gross proceeds of US$34,598,043 before issue expenses of US$1,609,596.
22. EQUITY RESERVES
a.) OPTIONS
The Group has issued share options under a share option scheme adopted by the Group on 5 November 2004. Movements in share options over US$ 0.01 common shares in the Company were as follows:
2008 |
2007 |
||||
Weighted |
2008 |
Weighted |
2007 |
||
|
|
average price |
Number |
average price |
Number |
Outstanding at beginning of year |
103.8p |
10,601,154 |
63.5p |
5,825,000 |
|
Lapsed during year |
82.8p |
(2,380,000) |
74.1p |
(605,000) |
|
Exercised during year |
75.0p |
(750,000) |
75.0p |
(200,000) |
|
Granted during year |
164.1p |
2,450,000 |
141.7p |
5,581,154 |
|
Outstanding at the end of the year |
126.1p |
9,921,154 |
103.8p |
10,601,154 |
|
Exercisable at the end of the year |
4,115,387 |
3,841,667 |
The fair value of options granted during the year was estimated using the Black-Scholes pricing model with the following significant assumptions:
Expected life (years) |
5.0 |
Risk-free interest rate |
4.59% |
Volatility |
59% |
Weighted average fair value per option |
$1.75 |
The stock-based compensation recognised as an expense in the year to 31 December 2008 was US$4,868,504 (2007: US$2,414,055). A transfer of US$241,725 (2007: US$54,260) was made from the equity reserves to the profit and loss reserves during the year. This represented the reversal of the charge made through the Income Statement in prior years for options exercised during the current year.
Total options existing at 31 December 2008 over US$ 0.01 common shares in the Company are summarised below:
At 31 December |
At 31 December |
|||||
Date of grant |
Exercise Price |
Expiry Date |
Note |
2008 |
2007 |
|
21 November 2004 |
50.0p |
21 November 2009 |
1 |
1,000,000 |
1,000,000 |
|
21 November 2004 |
50.0p |
21 November 2009 |
2 |
600,000 |
800,000 |
|
31 March 2005 |
75.0p |
31 March 2010 |
2 |
- |
1,000,000 |
|
19 July 2005 |
75.0p |
19 July 2010 |
2 |
100,000 |
100,000 |
|
7 September 2005 |
75.0p |
7 September 2010 |
2 |
400,000 |
400,000 |
|
1 November 2005 |
50.0p |
1 November 2010 |
2 |
- |
1,000,000 |
|
28 February 2006 |
50.0p |
28 February 2011 |
2 |
75,000 |
75,000 |
|
5 April 2006 |
75.0p |
5 April 2011 |
2 |
500,000 |
500,000 |
|
16 October 2006 |
120.0p |
16 October 2008 |
3 |
- |
250,000 |
|
29 January 2007 |
115.0p |
28 January 2012 |
2 |
1,300,000 |
1,300,000 |
|
1 May 2007 |
129.0p |
30 April 2012 |
2 |
175,000 |
755,000 |
|
6 September 2007 |
165.5p |
5 September 2012 |
2 |
500,000 |
500,000 |
|
9 November 2007 |
156.0p |
8 November 2012 |
2 |
1,721,154 |
1,721,154 |
|
4 December 2007 |
149.5p |
3 December 2012 |
2 |
1,200,000 |
1,200,000 |
|
8 January 2008 |
136.5p |
7 January 2013 |
2 |
125,000 |
- |
|
28 January 2008 |
117.0p |
27 January 2013 |
2 |
500,000 |
- |
|
19 February 2008 |
129.5p |
18 February 2013 |
2 |
50,000 |
- |
|
4 March 2008 |
163.5p |
3 March 2013 |
2 |
400,000 |
- |
|
18 March 2008 |
140.0p |
17 March 2013 |
2 |
25,000 |
- |
|
15 May 2008 |
194.5p |
15 May 2013 |
2 |
1,000,000 |
- |
|
24 June 2008 |
172.5p |
23 June 2013 |
2 |
250,000 |
- |
|
9,921,154 |
10,601,154 |
Note 1:
Subject to the rules of the Share Option Plan each of these options were fully vested on 10 May 2005.
Note 2:
Subject to the rules of the Share Option Plan and the requirements noted below, each of the outstanding options is exercisable as follows:
- one-third of the shares under option following the first anniversary of the date of grant,
- a further one-third of the shares under option following the second anniversary of the date of grant,
- the final one-third of the shares under option following the third anniversary of the date of grant,
provided that the option holder remains a Director of the Company, or if the option holder's employment is terminated, within ninety days of the termination.
Note 3:
Subject to the rules of the share option scheme, these share options became fully vested during 2006.
Details of share options exercised and lapsed during the year are as follows:
Exercise |
Number of options |
|||
|
price |
Date of Grant |
Date of exercise |
exercised/lapsed |
Senior management |
75.0p |
30 March 2005 |
23 May 2008 |
750,000 |
50.0p |
22 November 2004 |
Lapsed |
200,000 |
|
75.0p |
30 March 2005 |
Lapsed |
250,000 |
|
50.0p |
1 November 2005 |
Lapsed |
1,000,000 |
|
120.0p |
16 October 2008 |
Lapsed |
250,000 |
|
129.0p |
1 May 2007 |
Lapsed |
580,000 |
|
134.5p |
17 January 2008 |
Lapsed |
100,000 |
|
b.) WARRANTS
Movements in warrants over US$ 0.01 common shares in the Company in the year were as follows:
2008 |
2007 |
||
|
|
Number |
Number |
As at 1 January |
2,325,000 |
1,100,000 |
|
Warrants granted in the year |
266,667 |
1,225,000 |
|
Warrants lapsed in the year |
(300,000) |
- |
|
Warrants exercised in the year |
|
(950,000) |
- |
As at 31 December |
|
1,341,667 |
2,325,000 |
The fair value of warrants included as a share issue cost and charged to the Share Premium Account was US$107,760 (2007: US$1,700,055). During the year, a transfer of US$751,082 (2007: US$nil) was made from the equity reserve to the share premium account representing the reversal of the charge made against the share premium account for warrants exercised and lapsed in 2008. Also in the year a transfer of US$40,950 (2007: US$nil) was made from the equity reserve to the profit and loss account reserve, representing the charge previously expensed through the Income Statement on warrants exercised 2008.
The fair value of warrants issued in the year was estimated using the Black-Scholes pricing model with the following significant assumptions.
Expected life (years) |
1.5 |
Risk-free interest rate |
4.13 |
Volatility |
62% |
Weighted average fair value per warrant |
$0.41 |
Total warrants existing at 31 December 2008 over US$ 0.01 ordinary shares in the Company are summarised below:
Date of grant |
Number of warrants |
Exercise price US$ |
Expiry date |
July 2007 |
1,075,000 |
1.88 |
January 2009 |
October 2008 |
266,667 |
1.09 |
January 2009 |
1,341,667 |
23. PROVISIONS
Group |
Company |
Group |
Company |
||||
31 December |
31 December |
31 December |
31 December |
||||
2008 |
2008 |
2007 |
2007 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Employee benefit provision |
690,210 |
- |
419,587 |
- |
|||
Alluvial mine restoration |
475,154 |
- |
250,000 |
- |
|||
1,165,364 |
- |
669,587 |
- |
||||
24. TRADE AND OTHER PAYABLES
Group |
Company |
Group |
Company |
||||
31 December |
31 December |
31 December |
31 December |
||||
2008 |
2008 |
2007 |
2007 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Trade creditors |
5,228,930 |
2,933,227 |
3,100,605 |
1,283,075 |
|||
Other taxes and social security |
295,516 |
- |
409,745 |
- |
|||
Accruals |
175,710 |
115,832 |
1,069,270 |
222,977 |
|||
5,700,156 |
3,049,059 |
4,579,620 |
1,506,052 |
||||
25.OPERATING LEASE COMMITMENTS
At 31 December, the Group had annual commitments under non-cancellable operating leases expiring:
Land & |
Plant & |
Land & |
Plant & |
||||
buildings |
equipment |
buildings |
equipment |
||||
2008 |
2008 |
2008 |
2008 |
||||
US$ |
US$ |
US$ |
US$ |
||||
Within one year |
120,465 |
- |
- |
- |
|||
Between two and five years |
- |
- |
491,891 |
- |
|||
26. POST BALANCE SHEET EVENTS
On 22 January 2009, the Company announced that it had entered into a further agreement with Cape Lambert Iron Ore Limited ("CLIO") (ASX: CFE) to increase CLIO's investment in the Company's iron ore project at Marampa, Sierra Leone (the "Marampa Project"). The Company acquired 17,000,000 fully-paid ordinary shares in Cape Lambert Iron Ore Limited CLIO (the "CLIO Shares"), representing approximately 3.25% of the enlarged issued share capital of CLIO. The acquisition was in consideration of the issue to CLIO of new shares (the "Marampa Shares") in Marampa Iron Ore Limited ("Marampa"), AML's Bermuda registered subsidiary which holds AML's mineral interests in the Marampa Project. The issue of the CLIO Shares took the Company's interest in CLIO to approximately 11.6%. Following the issue of the Marampa Shares to CLIO, which represented 7.14% of the enlarged Marampa share capital, CLIO holds approximately 35% of the issued share capital of Marampa.
On 20 February 2009, the Company announced a restructuring of its Share Option Scheme and the grant of share options to Company Directors under the Company's share option plan. The Board of the Company recognised that the exercise price of all share options previously in issue were well above the Company's then share price. In order to provide more effective incentives to Directors and senior management, the Company offered certain option holders a choice of either retaining their existing share options (with higher exercise prices but a shorter term to expiry) or cancelling their existing options and accepting the grant of new share options with an exercise price of 50p and an expiry date five years after the date of grant. The exercise price of 50p represented an 82% premium over 27.5p, being the closing market price of the shares at 19 February 2009.
27. ACQUISITION OF WHITE RIVER RESOURCES
On 14 April 2008, the Company finalised its acquisition of 100% of the issued share capital of White River Resources Inc. The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group:
Book |
Fair |
|||
value at |
Fair value |
value to |
||
acquisition |
adjustments |
Group |
||
US$ |
US$ |
US$ |
||
Intangible assets |
858,381 |
4,746,909 |
5,605,290 |
|
Current assets |
30,531 |
30,531 |
||
Total assets |
888,912 |
4,746,909 |
5,635,821 |
|
Current liabilities |
(14,941) |
- |
(14,941) |
|
Total liabilities |
(14,941) |
- |
(14,941) |
|
Net assets |
873,971 |
4,746,909 |
5,620,880 |
|
Consideration satisfied by: |
||||
Shares issued |
5,620,880 |
|||
28. REPORTING JURISDICTIONS
Related Shares:
AMI.L