3rd Nov 2011 07:00
NOVENTA LIMITED
Unaudited Condensed Consolidated Financial Statements
(including Management Discussion & Analysis)
for the 3 and 9 months ended 30 September 2011
Introduction by the chief executive officer
In my first months as CEO of your Company, I am pleased to report significant progress and outline my intentions to improve performance over the next few months:
·; My own extensive mining experience is reinforced by my new CFO, José Luis de Barros, who brings the benefits of his financial skills plus a strong mining and industrial business background;
·; Production ramp up continues with 23% improvement in production from Quarter 2-2011 to Quarter 3-2011;
·; The previously reported water problem has been resolved with the installation of the pumping station and the water pipeline from the Melela River. This solution has been tested in practice and will provide long term security of the process water supply irrespective of the weather conditions;
·; As planned, our shipping recommenced in September 2011 to our client in Thailand, using normal shipping routes. Further, presently the Group has 72,500 lbs of contained Ta2O5 available for final blending which it anticipates will be shipped in Quarter 4-2011.;
·; The construction of the new processing plant at Marropino is well advanced and only slightly behind the original schedule. The commissioning will be conducted in three phases, starting in Quarter 4-2011 as previously reported. I expect that production will ramp up to the full 600,000 lbs contained Ta2O5 output during 2012 as detailed fully in the Chairman's statement below;
·; 75% of the equipment to construct the new processing plant at Marropino has already been delivered to the mine and the balance is due in November, with a few items later;
·; In partnership with the Ministry of Mineral Resources in Mozambique and as proposed in our August 2011 fund raising, I will start pre-production work at Morrua and Mutala before the year end. These will be on a small scale, providing a better metallurgical knowledge of the different tantalite's contained at both licenses. This also will create local employment which enhances our standing both locally and regionally, further securing our licences;
·; I am in the process of reviewing the business plan and the budget for 2012 with the aim of reducing our costs and I am re-evaluating the investment needed to develop Morrua with a view to make a less intensive capital project than initially anticipated.
·; I am pleased to announce an annual interest saving of $763,000 as a result of the redemption by 63.6% of the Convertible Preference Shareholders who elected to redeem their Convertible Redeemable Preference Shares for equity.
Fernando Fernandez-Torres
Chief Executive Officer
3 November 2011
3 November 2011
Chairman's Statement
Dear Shareholder, Colleague, Stakeholder.
I am pleased to report that the new management team led by Fernando Fernandez-Torres, our new CEO, is not only highly competent but also incredibly motivated to complete the commissioning of the new plant and progress the advancement of the Morrua and Mutala projects. These efforts are augmented by the advance in the investigation of other exploration licenses in the area, like Ginama, Machamba Nova and the Melela area on the Marropino concession. The rationalisation of the cost base of the company to bring it more in line with the current structure of the Group is also under way to create shareholder value.
You will see from the Operations Overview section of the MD&A that the Group has been making steady progress during the past quarter in the de-risking of the Marropino plant. Although we are moving in the right direction in the ramping up of production and commissioning of the new plant, the change in senior management and the delay in raising the money needed to bridge the funding gap have caused some delays, albeit these were anticipated and announced when we completed the August 2011 fundraise. This is understandable given the stress within the entire organisation and the heavy toll on everyone's morale that the above uncertainties caused.
The commissioning of the new plant at Marropino has been staged into 3 phases:
Phase 1 - This phase is focused on the start-up of the new crushing and screening facilities and dry section of the plant and should be completed by early December 2011. Most of the elements required for the completion of phase 1 are already in place.
Phase 2 - This phase is focused on the new wet processing plant and is expected to be completed by mid of January 2012.
Phase 3 - The final phase of commissioning with the full ramp up of the new plant is expected to be completed by mid-February 2012.
This phased approach has been adopted to reduce the starting up risks by testing the different sections of the new plant as soon as these are completed. Further information on the commissioning process is set out in the section of the MD&A entitled 'Operations Overview'.
By the end of the process of commissioning and ramp up of the new plant we expect to be able to reach monthly production of 50,000 lbs contained Ta2O5. This should be achieved by the early part of Quarter 3-2012.
Once the commissioning of the new plant at Marropino is completed we will start focusing on bringing Morrua into production. Some pre-production activities are expected to start before the end of 2011. We expect Morrua to be a key driver of value creation for shareholders going forward given the combination of very high Ta2O5 grades (twice as much as those reported at Marropino) and the proximity to the Marropino plant which allows for sharing of infrastructure.
The current budgeted cost for the development of Morrua is $60m based on the assumption that a completely new plant is built. In practice, we will try to share as much of the infrastructure developed at Marropino to reduce the capital outlays for Morrua. In addition, we will explore the possibility to cover most of the funding required for developing Morrua through a new debt facility linked to offtake agreements to minimize and possibly avoid any additional issue of equity.
I feel that Group's cost base was never optimised. This gives us an opportunity for 'quick and easy gains' by taking out layers of costs that bring no benefit to the Group, particularly in the administrative overhead. In the next few months we will be in a position to quantify these savings which we anticipate will be material when compared to the size of the Group. This will be especially important in order to accelerate the time period over which the Group reaches a break-even situation as we ramp up production.
In parallel to the actions above we will start investigating new opportunities to create value for shareholders. Although it is still early to discuss these in detail, the main drivers will be: i) securing additional resources to leverage the infrastructure established at Marropino, ii) exploring opportunities for downstream expansion, iii) evaluating potential benefits from the sale of by-products (namely some rare earth elements).
Once we have completed the commissioning and ramping up of the new plant I believe we will be in a very strong position to take advantage of all the above opportunities and to continue to benefit from healthy demand for our product from our clients. We aim to build Noventa into a strong, highly profitable and cash generating company for the benefit of its shareholders, employees and its local community at large.
Sincerely
Luca Bechis
Interim Non-executive Chairman
For further information please contact:
Luca Bechis
Interim Non-executive Chairman
Noventa Limited
www.noventa.net
Philip Davies/Emily Staples
Religare Capital Markets (Nomad)
+44 20 7444 0800
Daniel BriggsReligare Capital Markets (Broker)+44 20 7444 0500
Cautionary note regarding forward looking statements
This document contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial or operating performance of Noventa Limited ('Noventa' or 'the Company'), its subsidiaries (together 'the Group'), affiliated companies, joint ventures, its projects, the future price of Ta2O5 and morganite, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and resource estimates, the timing and amount of estimated future production, revenues, margins, costs of production, estimates of initial capital, sustaining capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, foreign exchange risks, governmental regulation of mining operations and exploration operations, timing and receipt of approvals, consents and permits under applicable mineral legislation, environmental risks, title disputes or claims, limitations of insurance coverage and regulatory matters. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or may be identified by statements to the effect that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved.
Forward-looking statements involve known and unknown risks, uncertainties and a variety of material factors, many of which are beyond the Company's control which may cause the actual results, performance or achievements of Noventa, its subsidiaries, affiliated companies and/or joint ventures to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Readers are cautioned that forward-looking statements may not be appropriate for other purposes than outlined in this document. Such factors include, among others, future prices of Ta2O5 concentrate and morganite; general business, economic, competitive, political and social uncertainties; the actual results of current exploration and development activities; conclusions of economic evaluations and studies; fluctuations in the value of the U.S. dollar or the pound sterling relative to the local currencies in the jurisdictions of the Company's key projects; changes in project parameters as plans continue to be refined; possible variations of ore grade or projected recovery rates; accidents, labour disputes or slow-downs and other risks of the mining industry; climatic conditions; political instability, insurrection or war, civil unrest or armed assault; labour force availability and turnover; delays in obtaining financing or governmental approvals or in the completion of exploration and development activities; as well as those factors discussed in the section entitled "Risk assessment" of the Management discussion & analysis. The reader is also cautioned that the foregoing list of factors is not exhausted of the factors that may affect the Company's forward-looking statements.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this document and, except as required by applicable law, the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Cautionary note regarding technical information
Technical information in this report is summarised or extracted from the report entitled 'Technical report on the Marropino project and associated properties, Zambezia Province, Mozambique', prepared by Scott Wilson Roscoe Postle Associates Inc on 27 September 2010 (the 'Scott Wilson 2010 report'). Information of a scientific or technical nature contained in this publication arising since the date of the Scott Wilson 2010 report is provided by Noventa management and has been prepared under the supervision of Donald Hains, of Scott Wilson Roscoe Postle Associates Inc., who is a "qualified person" in accordance with National Instrument 43-101 - Standards of disclosure for Mineral Projects ('NI 43-101').
Readers are cautioned not to rely solely on the summary of such information contained in this report, but should read the Scott Wilson 2010 report (which is available at www.noventa.net) and any future amendments to such report. Readers are also directed to the cautionary notices and disclaimers contained therein.
MANAGEMENT DISCUSSION & ANALYSIS
This management discussion and analysis ('MD&A') has been prepared as of 3 November 2011 and should be read in conjunction with the Group's unaudited condensed consolidated financial statements and notes thereto for the three month period ended 30 September 2011 ('Quarter 3-2011'), the nine month period ended 30 September 2011 ('Year to date-2011') and the audited financial statements and notes thereto for the year ended 31 December 2010 (available from www.noventa.net). Additional information relating to Noventa, including Noventa´s annual information form, is available on the System for Electronic Document Analysis and Retrieval ('SEDAR') at www.sedar.com.
Except where otherwise noted, amounts are presented in this MD&A in United States Dollars. Terms used in this report are defined on pages 30 and 31.
1. LISTING DETAILS
Noventa is a Jersey company with Ordinary Shares quoted on the AIM Market ('AIM') of the London Stock Exchange under symbol NVTA, listed on the Toronto Stock Exchange ('TSX') under symbol NTA and quoted on the PLUS Quoted Market ('PLUS') operated by PLUS Markets plc under symbol NV. On the TSX, Noventa has Designated Foreign Issuer status. The Company's Convertible Redeemable Preference Shares are traded on PLUS.
2. PRINCIPAL ACTIVITIES
Noventa's principal activity is the production of tantalum pentoxide concentrate ('Ta2O5 concentrate'), which is priced by reference to the amount of contained Ta2O5. Tantalum is a rare heavy metal that is widely used in electronic capacitors, turbine blades, medical applications, optical applications, industrial cutting tools and in other industries.
The wholly owned Mozambican subsidiary of Noventa, Highland African Mining Company Limitada ('HAMCL'), has mining concessions at Marropino, Morrua and Mutala in the Zambezia province of Mozambique and exploration licences over various adjacent areas. The current mining operations are at the Marropino Mine.
In addition to tantalum, the Marropino ore body also contains a pink beryl gemstone commonly known as morganite. The morganite is associated with the quartz waste in the ore body and is extracted only as and when encountered.
3. STRATEGIC PLAN AND OUTLOOK
On 10 June 2010 the Board of Directors of Noventa (the 'Directors' or the 'Board') approved a three year strategic plan (the 'Plan') designed to optimise the profitability, cash generation and sustainability of the Group, enhancing value for shareholders. The Plan was updated on 22 December 2010 and 9 August 2011.
The core development aspects of the Plan are:
·; to upgrade the Marropino process plant to a nominal capacity to 600,000 lbs of contained Ta2O5 per annum during 2011 (refer to the section of the MD&A entitled 'Process plant upgrade');
·; to upgrade the capability and infrastructure of the Marropino plant to handle material from the Group's Mutala, Morrua and other surrounding sites during 2011 and 2012 (refer to the section of the MD&A entitled 'Process plant upgrade');
·; to bring Morrua into production by 2013, and work towards bringing Mutala into production as soon as practicable, but no later than 2016, leveraging off the infrastructure at Marropino in both cases (refer to the section of the MD&A entitled 'Mineral resources, exploration sites and geological outlook'); and
·; to complete further geological exploration on the mining concessions and exploration licences held by the Group to assess the existence of economic tantalum deposits, or other materials (refer to the section of the MD&A entitled 'Mineral resources, exploration sites and geological outlook').
The Board is satisfied with the operational progress against the updated Plan which envisages the commencement of mining operations at Morrua in 2013. The Directors anticipate that confirmatory geological test-work and pre-feasibility work at Morrua will commence in Quarter 2-2012. Subject to satisfactory results from this work, appropriate market conditions and available financing (either through shareholder investment or debt arrangements), the Group intends to commence construction of the processing plant at Morrua in Quarter 4-2012. Additional funding of $60.0m is estimated to commence operations at Morrua although the Company is exploring alternatives to reduce this investment.
4. Operations
4.1. Operations overview
During Quarter 3-2011 the Group focussed on the following key areas:
·; Production ramp up from a monthly average of 10,347 lbs on contained Ta2O5 in Quarter 2-2011 to a target output of 16,666 lbs of contained Ta2O5 per month (equivalent to a target output of 200,000 lbs contained Ta2O5 per annum);
·; Progress on the procurement and construction phases of the new process plant at Marropino;
·; Progress on the construction of a new water pipeline to provide the Marropino process plant with process water;
·; Finalising the fund raising necessary to complete the construction of the new process plant at Marropino;
·; Finalising the revision to one of its off-take agreements to allow the Group to take advantage of part of the rising spot price for Ta2O5 concentrate; and
·; Establishing a long-term viable shipping route for its Ta2O5 concentrate to the Group's customers.
During Quarter 3-2011, the Group achieved production of 38,903 lbs contained Ta2O5, a 23% increase on Quarter 2-2011 and more than double Quarter 1-2011 production. Production at Marropino during in the nine months to 30 September 2011 was 86,633 lbs of contained Ta2O5.
The new process plant construction at Marropino is advancing well. As at 2 November 2011, the project schedule indicates an overall project progress of 50% - 55%. At the date of this report 75% of the equipment (steel, motors, pumps, spirals, etc.) has been delivered to the construction site at Marropino and are either installed or waiting to be installed. Management expects that the majority of the final supplies will be delivered to the mine during November 2011.
The Company's management has approved a plan to commission the new plant in phases. This approach has been adopted to reduce the starting up risks by testing the different sections of the new plant as soon as these are completed. For example, phase 1 will include the start-up of the new crushing plant including the primary crusher, secondary crushers, belt conveyors, screens and ore transport by pipe. Phase 1 also includes the dry plant and magnetic separation. The elements needed to commence phase 1 are 79% advanced and the Group anticipates that phase 1 will take place between 28 November and 4 December 2011. Phase 2, being wet processing without tethered bed separator ('TBS'), will follow and is forecast for mid to end January. The final phase is expected to complete during the first half of February 2012. The majority of the remainder of the capital expenditure for the upgrade project is expected to be disbursed during Quarter 4-2011 and the new plant should deliver 50,000 lbs contained Ta2O5 per month from Quarter 3-2012 after ramp-up.
In May 2011 the Group undertook a preliminary hydrogeological study at Marropino. This study revealed that the level of water in the dams at Marropino is unusually low and that there is insufficient water to supply the Marropino process plant during 2011, principally due to low levels of precipitation. To mitigate the risk of shortages of water when the new process plant is commissioned and to address the short term requirements at Marropino, the Group has implemented a dual solution which is expected to provide sufficient water for operations. Firstly, a pump and pipe system has been installed in Quarter 3-2011 to obtain water from the Melela river (some 9 km's away from the Marropino process plant). This solution which began testing in October 2011 will allow water to be pumped into the original dam system at Marropino. Secondly, several water boreholes have been drilled in the areas where geophysics indicates a reasonable probability of finding water. The results have been mildly positive and two holes (15 m3/hr. and 20 m3/hr.) will be equipped to improve water supply to the Camp. These solutions ensure that even in dry conditions the Company can supply sufficient process water and also guarantee water for human use. This eliminates one of the expansion obstacles.
Funding for operations and the Marropino process plant upgrade has been raised through phased shareholder investments. On 19 August 2011 the Group obtained irrevocable commitments for approximately $37,208,000 (before issue expenses) of shareholder investment in Ordinary Shares with new and existing shareholders to complete the development of Marropino and to fund the preliminary work at Morrua, including working capital.
In July 2011 the Group signed a revision to one of its off-take agreements to increase the sales price of its Ta2O5 concentrate to this customer. This will allow the Group to take advantage of part, but not all, of the recent market price increase in Ta2O5 concentrate. The revised agreement includes conditions under which the price of the Group's Ta2O5 concentrate may decrease if market prices decrease, although the price will not fall below the previous off-take price. Full details are provided in the section of the MD&A entitled 'Sales contracts'.
After much discussion and with the support and assistance of one of our major customers, the Group was able to change the terms and conditions of its supply contract and product specification to overcome previous shipping issues. The Group recommenced shipments to Thailand of this new specification product in September 2011. Further, presently the Group has 72,500 lbs of contained Ta2O5 available for final blending which it anticipates will be shipped in Quarter 4-2011.
4.2. Production
Production in Quarter 3-2011 was 38,903 lbs of contained Ta2O5, an increase of 7,051 lbs over Quarter 2-2011 production of 31,042 lbs. This increase has not been enough to achieve the 16,666 lbs per month production target. The principal factors in the delay in production ramp up related to the provision of process water, principally the connections between the old water supply and the new pumping system, coupled with the shortage of water in August and September 2011. The Group anticipates that production volumes will increase to the 16,666 lbs per month production target during Quarter 4-2011.
4.3. Delivery chain
Whilst the Group has been shipping successfully to its customers from Mozambique, as of 1 May 2011 it had not been possible to arrange shipment from Mozambique. The Group has confirmed shipping arrangements to Thailand through Mozambique by agreement with its customer to ship the product to a different specification. The first shipment of this new product was completed in September 2011 from the Mozambique port of Maputo resolving these shipping difficulties
4.4. Sales contracts
The Group has two off-take agreements, one of which was renegotiated during Quarter 3-2011 to allow the Group to take advantage of part, but not all, of the recent market increase in Ta2O5 concentrate. The off-take agreements cover deliveries of 350,000 lbs of contained Ta2O5 in 2011 and 550,000 lbs contained Ta2O5 per annum in 2012 and 2013. Both contracts contain options exercisable at the buyers request covering combined annual deliveries of 470,000 lbs contained Ta2O5 in 2014 and 2015. A further minimum 200,000 lbs of contained Ta2O5 must be delivered any time before the end of 2014. Any shortfalls on deliveries in any contract year are carried forward, with a fixed price decrease per lb delivered on any shortfall deliveries under one of the contracts. Further, one contract also includes option rights over any additional production from any of the Groups concessions during the agreement life (i.e. until 31 December 2015). The current spot price of Ta2O5 concentrate is c$130 per lb of Ta2O5. Only a small proportion of Ta2O5 concentrate is traded on the spot market and the prices are volatile. There are no exchange traded contracts for Ta2O5. Most Ta2O5 worldwide is supplied under off-take agreements with refiners. The Group's off-take agreements have multiple pricing points and are at a 31-61% discount to the current spot price.
4.5. Supply chain
Due to the remote location of the Marropino Mine in Mozambique, and the relative reliance on The Republic of South Africa for the procurement of parts, consumables and equipment, the Group continues to focus on the procurement and logistics process within the operating subsidiaries to ensure that parts, consumables and equipment are available in a timely manner, without tying up unnecessary working capital. The Group is currently negotiating terms for consignment stock holdings at Marropino with major suppliers. The Group anticipates that cost savings will be delivered from the improvements through reduced transport costs and stock holding levels while ensuring that the Marropino Mine has the necessary spares, equipment and consumables to operate without interruption.
4.6. Process plant upgrade
The Marropino Mine has made losses in every year of operation by the Group due to a combination of factors, including the initial incorrect design of the processing plant and the lack of a comminution circuit. These failings adversely affected the ability of the processing plant to recover the Ta2O5 contained in the ore. In order to make the Marropino Mine a cash generating operation, the Group is upgrading the Marropino process plant in two stages to allow the Group to ramp up production before commissioning the fully upgraded plant. The estimated expenditure on the upgrade at 30 September 2011 exchange rates and including the Company's own staff and in-house project team is $35.8 million for both stages.
An initial upgrade with the installation of the ICC for the current process plant at Marropino was completed during Quarter 1-2011 and commissioned on 5 April 2011. In combination with the acquisition in Quarter 1-2011 of mobile equipment permitting mining of the Marropino pit, the Group is now able to process run of mine material from the primary hard rock deposit at Marropino.
The second stage involves the construction of the new process plant at Marropino. This new plant will utilise the current process plant as a re-circulation circuit to improve recovery rates of Ta2O5. The Directors have planned the upgraded plant to provide 600,000 lbs of contained Ta2O5 per annum at a production cost which is profitable based on the Group's off-take agreements. The Directors anticipate that the process plant will start being commissioned in Quarter 4-2011 and will achieve full production by August / September 2012.
In order to reduce the overall risk of the project, the Group finalised the terms of project insurance with its brokers, Aon, in June 2011.
4.7. Health and Safety
The Group is committed to maintaining a safe working environment at the Marropino Mine both in terms of the working policies and practices adopted and the operating environment at Marropino.
4.7.1. Policies and practices
The Group continues to institutionalise best practices from safety systems in mining and environmental management. The provision of appropriate protective clothing and equipment to all employees and maintaining a culture of awareness of health and safety risks has driven the safety culture forward. This is embedded in the working culture at the Marropino Mine, with daily Health and Safety update meetings, weekly Health and Safety topics highlighted to employees through posters and notices at the mine site and a continued focus by management and supervisors on Health and Safety related issues. During Quarter 3-2011 the Group had no vehicle incidents and no Lost Time Incidents ('LTI's). All injuries were minor in nature but from which lessons have been learnt to further strengthen the Group's safety culture.
4.7.2. Operating environment
The Group activities result in significant deposits of oversize material and tailings at Marropino which pose risks of subsidence. The Group manages the risks associated with the creation of these deposits through careful design of these dams and monitoring of the stability of the oversize dumps and the structural effectiveness of the tailings dam walls. As at the date of this report, these are considered effective based on recent inspections and pose limited risk of serious injury or death. None of the accommodation facilities are in areas that could be affected by these deposits.
4.8. Non-Financial Resources
The Group's non-financial resources consist of the Group's human resources, infrastructure, systems, technologies and processes and community relationships. The Group also has other non-financial resources in its mineral resources and exploration sites which are discussed in the section of this MD&A titled 'Mineral resources, exploration sites and geological outlook'. The Directors believe that the non-financial resources in the Group are appropriate for the current and projected level of activity in the Group, including the completion of the Marropino Process plant upgrade, both at the Marropino Mine and in the administrative support functions.
5. Markets and competition
Tantalum is a rare specialty metal that has become crucial for the electronics industry and other technologies. The Company produces Ta2O5 concentrate which is sold to concentrate refiners who in turn produce tantalum hydroxide ('oxide'), capacitor grade powder or ingots. With electronic devices becoming smaller, lighter, with more processing power, tantalum usage is increasing - capacitor powder now represents around 40% of the final tantalum market to satisfy the requirements of the electronics industry. This demand then drives the demand and price for Ta2O5 concentrate. Global tantalum demand is expected to grow at a cumulative annual growth rate of 6% per annum reaching 7 Mlbs of Ta2O5 per annum by 2012 (Global Capital Magazine, October 2008). Global supply has fallen behind global demand and is expected to continue lagging for the foreseeable future. The global supply shortage is placing upwards pressure on the spot prices of tantalum and consequently Ta2O5 concentrate. Since 1 January 2010 to the date of this report, the reported price per pound of contained Ta2O5 has increased from $37 to c$130 (Source: Metal Pages). While Global Advanced Metals announced in January 2011 that it will now recommence mining at Wodgina with processing at Greenbushes of circa 700,000 lbs contained Ta2O5 per annum, the market still has excess demand and the Group expects that prices will continue to rise.
Although the spot price has shown significant increases in 2010 and 2011, supply prices are normally set by way of long-term off-take agreements between miners and refiners. There are a limited number of refiners and the Group has off-take agreements with two of the major refiners (refer to the section of the MD&A titled 'Sales contracts'). During 2010, and subsequently in 2011, the Group renegotiated, or entered into off-take agreements with these refiners that capitalise on the increasing Ta2O5 concentrate price and provide a stable price for economic production once the Marropino Mine upgrade is completed. As an applicant member of the Electronics Industry Citizenship Coalition ('EICC'), an organisation dedicated to ensuring worker safety and fairness, environmental responsibility and business efficiency in the electronics industry, the Group is one of the few suppliers which can provide Ta2O5 concentrate to these customers.
The Group believes that it is in a strong position in this market to expand operations on a profitable and sustainable basis.
6. Risk assessment
The principal risks and uncertainties faced by the Group remain unchanged from those reported at 31 December 2010 and 30 June 2011.
7. Financial
7.1. Financial Overview
The following table provides selected unaudited quarterly financial information for the eight most recent fiscal quarters to 30 September 2011 and audited annual information for the preceding two financial years, prepared under International Financial Reporting Standards ('IFRS') and presented in thousands of United States Dollars, except per share amounts:
YTD- 2011 US$000 | Q3- 2011 US$000 | Q2- 2011 US$000 | Q1- 2011 US$000 |
2010 US$000
| Q4- 2010 US$000 | Q3- 2010 US$000 | Q2- 2010 US$000 | Q1- 2010 US$000
|
2009 US$000
| Q4- 2009 US$000 | |
Operations | |||||||||||
Revenue
| 1,052 | 175 | 273 | 604 | 2,301 | 701 | 600 | - | 1,000 | 5,709 | - |
Gross (loss)/profit
| (5,063) | (515) | (2,592) | (1,956) | (2,294) | (658) | (1,391) | (592) | 347 | (3,190) | (175) |
Operating loss
| (13,453) | (4,128) | (5,274) | (4,051) | (9,476) | (3,113) | (3,210) | (1,742) | (1,336) | (10,662) | (3,220) |
Loss for the period
| (17,016) | (10,123) | (2,393) | (4,500) | (10,319) | (3,217) | (4,023) | (1,741) | (1,338) | (10,875) | (3,353) |
Basic and diluted loss per share (US cents)(1) | (47.3) |
(18.1) | (9.1) | (17.7) | (75.0) | (17.0) | (32.0) | (14.0) | (12.0) | (154.0) | (26.0) |
Financial position | |||||||||||
Non-current assets
| 27,420 | 27,420 | 15,431 | 10,143 | 3,757 | 3,757 | 2,114 | 1,080 | 351 | 40 | 40 |
Cash and cash equivalents
| 21,194 | 21,194 | 13,084 | 13,178 | 23,396 | 23,396 | 3,767 | 522 | 2,710 | 5,029 | 5,029 |
Borrowings (2)
| 11,904 | 11,904 | 11,904 | - | - | - | - | - | - | - | - |
Net current assets/(liabilities) excluding derivative warrants | 27,266 |
27,266 | 15,203 |
13,706 |
22,988 |
22,988 |
3,168 |
1,450 |
1,749 |
3,181 |
3,181 |
Equity
| 50,912 | 50,912 | 20,689 | 20,580 | 23,258 | 23,258 | 2,544 | 2,267 | 1,840 | 2,963 | 2,963 |
Share price at period end - UK pence (1) | 22p | 22p | 39p | 230p | 220p | 220p | 191p | 120p | 154p | 106p | 106p |
Share price at period end - Canadian cents (1) | 36¢ | 36¢ | 69¢ | 370¢ | 800¢ | 800¢ | - | - | - | - | - |
(1)Comparative amounts adjusted for the 20:1 share consolidation of the Company's Ordinary Shares completed on 11 March 2011, adjusted to the nearest full pence for GBP Share price and the nearest full cent for CAD Share price.
(2)Represents the repayment value of the Company's Convertible redeemable preference shares prior to issue expenses and accounting presentation requirements of IAS 32. $7,568,000 of this liability was extinguished on 1 October 2011 through the issue of new Ordinary Shares.
During Quarter 3-2011 the Group reported a Gross loss of $515,000 on Ta2O5 concentrate revenue of $175,000. Production volumes did not reach break-even levels in Quarter 3-2011 but were within the range of the Group's updated August 2011 forecasts. Cost of sales is greater than revenue due to the impact of fixed and semi fixed costs of operating the Marropino Mine on the per lb production cost of the contained Ta2O5, the expenditure incurred in rectifying the mechanical difficulties initially encountered with the ICC, and additional staff, explosives, diesel and one off maintenance costs incurred in preparing the Marropino operations and mobile fleet for the new process plant including extracting run of mine material from the main pit at Marropino. The rectification of the initial commissioning difficulties of the ICC during the Quarter and has contributed to an increase in production from 28,478 lbs contained Ta2O5 in Quarter 2-2011 to 42,850 lbs contained Ta2O5 which has contributed to a decrease in the cost per lbs produced for the Quarter compared to Quarter 2-2011. Additionally, the price renegotiation on one of the Group's offtake agreements in July 2011 has allowed the Group to absorb more cost to inventory positively impacting the Gross loss by $1,235,000 compared to Quarter 2-2011, of which $770,000 relates to finished product inventory held at 30 June 2011 and not sold at 30 September 2011. Due to the shipping constraints referred to above in the section of the MD&A entitled 'Delivery chain', the Group only completed one shipment of Ta2O5 concentrate in the Quarter. This has resulted in a build-up of Ta2O5 inventory for sale at 30 September 2011 with a sales value c$5,400,000 which the Group expects to dispose of during Quarter 4-2011. The Group anticipates that production volumes will increase to around 50,000 lbs contained Ta2O5 in Quarter 4-2011 once the ICC operates at its design capability of 200,000 lbs contained Ta2O5 per annum output rate for a full Quarter.
Administrative expenses for Quarter 3-2011 were $3,593,000 (Quarter 2-2011: $2,340,000). Expenditure of a significant or one off nature of $1,378,000 was incurred in Quarter 3-2011 (Quarter 2-2011: $735,000) including $766,000 (including $364,000 of share based payments) (Quarter 2-2010: $nil) related to the terminated Placing of the Company's Ordinary Shares in Canada in August 2011, $258,000 of final payments on the completion of service by Mr E Kohn TD as Chairman (Quarter 2-2011: $90,000 of severance payments), $nil of discretionary bonuses (Quarter 2-2011: $50,000), $99,000 of recruitment fees including the recruitment of the new CFO (Quarter 2-2011: $206,000), $199,000 of legal costs (Quarter 2-2011: $162,000) and $112,000 of financial and other consulting (Quarter 2-2011: $227,000). These were offset by the reclassification of $56,000 of expenditure incurred in Quarter 2-2011 on a working capital report to support the August 2011 fundraise which met the criteria to be charged to the Share Premium account on the successful completion of the Placing in August 2011.
Net finance expense was $5,990,000, principally reflecting the non-cash charge of $5,731,000 arising on the finalisation of the enhanced conversion terms for the redemption of 1,794,215 CPS. The charge is calculated at the fair value of the additional compensation paid in Ordinary Shares by the Company to extinguish the CPS liability. An additional non-cash charge of $191,000 arose on the Quarter 3-2011 preference dividend payable to the holders of the CPS that elected to redeem their CPS in September 2011. These were offset by a non-cash credit of $152,000 arising on the fair value measurement of the Company's derivative financial warrants liabilities. Cash interest payable in the Quarter is $109,000.
During Quarter 3-2011 the Group incurred capital expenditure of $12,179,000, principally on the upgrade of the Marropino Process Plant and the construction of the Melela river pipeline. At 30 September 2011 the Group was committed to further capital expenditure of $6,314,000.
Due to the shipping difficulties encountered by the Group which were resolved in September 2011, Ta2O5 concentrate inventory at 30 September 2011 was significant at $5,029,000. Due to the losses incurred by the Group, inventory is valued at net realisable value being sales price, less final blending, assay and distribution costs. The Group anticipates that this inventory will be sold in Quarter 4-2011.
During Quarter 3-2011 the Group raised $30,060,000 before expenses from the placing of 73,600,000 new Ordinary Shares. The funds raised were received in August 2011 and are being used to finance working capital and the process plant upgrade programme (refer to the section of this MD&A titled 'Process plant upgrade'). The Group has no external credit lines and at the date of this report is funded solely through shareholder investment in either Ordinary Shares or Preference Shares.
7.2. Going concern
As at 3 November 2011 the Group has cash of approximately $16.4m. The Company is undertaking an Open Offer of 17,500,000 new Ordinary Shares to raise up to a further approximately $7,148,000 (before expenses). Richmond Capital LLP/Richmond Master Fund Limited (collectively 'Richmond') has agreed to subscribe for these Offer Shares at the Issue Price to the extent that valid applications are not received pursuant to the Open Offer (the 'Subscription with Clawback'). The Directors believe that the current cash balances and the proceeds from the Open Offer / Subscription with Clawback should enable the Company to complete the construction and commissioning of the enhanced and expanded plant at its Marropino mine by the end of 2011 and to provide adequate working capital for the next twelve months.
Accordingly, having taken due consideration of the above, the Directors have concluded that there is a reasonable basis to adopt the going concern basis in preparing these Quarter 3-2011 unaudited condensed consolidated financial statements.
7.3. Critical accounting estimates
In the application of the Group's accounting policies which are described in note 3 to the Group financial statements for the year ended 31 December 2010, including consideration of the Going concern status of the Company and Group, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The effect on the financial statements of changes in estimates in future periods could be material.
The following are the critical judgements that the Board has made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in financial statements.
7.3.1. Carrying value of tangible fixed assets
At 30 September 2011 the Group had tangible fixed assets with a carrying value of $27,420,000, the recoverability of which is dependent on the Group's ability to finalise the new process plant at the Marropino Mine and realise forecast budgeted results of operations at Marropino. At 30 September 2011, the Group has finalised its estimate (subject to exchange rate variations) of the capital investment required in order for the Marropino Mine to generate positive cash inflows in excess of the capital investment and the phases, and timing, of the Marropino Mine restart programme. Accordingly, the Directors are of the opinion that the carrying value of tangible fixed assets is recoverable. If the Group is not able to realise forecast budgeted results, part of the carrying value of tangible fixed assets may be impaired in future periods.
7.3.2. Impairment of intangible fixed assets
The Group's intangible assets relate principally to the Morrua mining concession in the Zambezia Province of Mozambique to which the Group has full legal title. The intangible asset, representing acquisition costs of the mining concession, was impaired during financial year 2008 due to significant uncertainties regarding the extent and timing of any development of the concession. During Quarter 2-2011 the Group completed an updated Life-of-Mine study for Morrua. The Group plans to complete a programme for further geological, metallurgical and engineering studies at Morrua in Quarter 2-2012. If a viable resource is determined, the Group plans to bring Morrua into production by the end of 2013, subject to appropriate market conditions. The development of Morrua will need to be funded through external funding (shareholder investment or loan arrangements). The timing of any development in this mining concession remains uncertain. The remaining life of the estimated reserves in Morrua amounts to 7.5 years if the Mine produces at c. 600,000 lbs contained Ta2O5 per annum with a comparable recovery rate to that obtained at Marropino. If the Group is successful in establishing the commercial viability of Morrua, part or all of the impairment of intangible fixed assets may be written back.
7.3.3. Warrants
Certain warrants issued by the Group are classified as derivative financial liabilities as the warrants were issued in a currency other than the functional currency of the Company. At each reporting date the fair value of the warrants is measured using a Black-Scholes valuation model, with changes in the fair value of the warrants recorded in the Consolidated statement of comprehensive loss within finance income/expense. The valuation is sensitive to the inputs in the valuation model, some of which require judgment. The warrants do not create any obligation on the Company other than to deliver shares in the Company for a fixed price at the option of the holder, over the life of the warrants. Further details are provided in note 9.
7.3.4. Convertible Redeemable Preference Shares
On 11 April 2011 the Group issued $11,904,000 (pre issue expenses) of Convertible Redeemable Preference Shares. While the CPS in legal form are part of the Capital Stock of the Company, IAS 32, 'Financial Instruments: Presentation', requires the Group to identify the equity and liability component parts of the instrument and assign a value to each. Identification and valuation of the components requires management to exercise judgment. Further details are provided in note 10.
7.4. Funds secured
On 19 August 2011, the Company secured irrevocable commitments from new and existing shareholders to subscribe for 91,100,000 new Ordinary Shares, raising approximately $37,208,000 (before expenses) through a Placing and Subscription with Clawback. In accordance with the terms of the subscriptions, $30,060,000 (before expenses) was received by the Company in August 2011 with the remainder due in Quarter 4-2011.
7.4.1. The Placing
The Company placed 73,600,000 Placing Shares at 25 pence per Ordinary Share (the 'Issue Price') with both new and existing institutional and other investors, raising $30,060,000 (before expenses). Cash issue expenses were $2,036,000 providing net funds of $28,024,000. Religare Capital Markets plc received 3,018,253 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for two years from the date of Admission on AIM of the Placing Shares, in relation to its work on the Proposals. Jacob Securities Inc. received 339,884 Ordinary Shares and 947,884 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for two years from the date of Admission on AIM of the Placing Shares, in relation to its work on the Proposals.
7.4.2. The Subscription with Clawback and arrangements with Richmond
Pursuant to the Placing, 12,442,750 Placing Shares were placed with Richmond Capital LLP/Richmond Master Fund Limited (collectively 'Richmond'). The Company has also entered into the Subscription Agreement with Richmond. Pursuant to the Subscription Agreement, Richmond has conditionally agreed with the Company (subject to admission of the Subscription Shares to AIM, the TSX and PLUS) to subscribe for 17,500,000 Subscription Shares in two equal tranches on 30 November 2011 and 31 December 2011. The amount of these subscriptions can be scaled back at the Company's election and will be so scaled back by the Company to the extent that there are valid applications from participants under the Open Offer (refer below). In the event that the proposed Open Offer does not proceed, regardless of the reason or cause, then (subject to admission of the Subscription Shares as mentioned above) Richmond will remain obligated to subscribe for the Subscription Shares pursuant to the terms of the Subscription Agreement.
As part of the terms of Richmond's commitment to subscribe for the Subscription Shares subject to the Subscription with Clawback, Richmond will, on the first business day after 31 December 2011, receive 17,500,000 warrants to subscribe for Ordinary Shares with an exercise price of 25 pence per Ordinary Share, exercisable for a period of two years from the date of their issue. Further warrants will be issued to Richmond on the same terms with an exercise value equivalent to Richmond's agreed legal expenses in relation to the Subscription Agreement.
7.4.3. The Open Offer
In order to provide Shareholders with the opportunity to participate in the fund raising, the Company is completing an Open Offer of up to 17,500,000 new Ordinary Shares in October and November 2011 at the Issue Price, thereby raising up to a further approximately $7,148,000 (before expenses). The Open Offer is being structured to allow Shareholders to subscribe for Offer Shares at the Issue Price pro rata to their existing holdings. The Open Offer will also allow Shareholders to make excess applications for Offer Shares, over and above their pro rata entitlement. It is expected that the Open Offer document will be posted shortly.
7.5. Redemption of Convertible Redeemable Preference Shares
On 19 August 2011 and 2 September 2011, the Group announced proposals to alter the terms of the CPS. The proposals were approved at a class meeting of the CPS holders on 28 September 2011 to allow the Company to redeem the CPS early in exchange for Ordinary Shares in the Company. As permitted by the changes to the terms and conditions of the CPS, the Company extended a redemption offer (the 'Redemption Offer') to the CPS holders. Under the terms of the Redemption Offer, the CPS holders were offered the opportunity to convert their CPS to fully paid Ordinary Shares in the Company based on the initial subscription value paid by the CPS holders and a conversion rate to Ordinary Shares at 25 pence per Ordinary Share. A USD to GBP exchange rate for the conversion was established at $1.620 per GBP. CPS holders electing to accept the Redemption Offer were required to convert their Q3-2011 cash dividend into Ordinary Shares on the same terms established for the redemption of the capital amount outstanding. Holders of 1,794,215 CPS (with a nominal value of $7,568,000 and an accrued preferential dividend at 30 September 2011 of $191,000) elected to accept the Redemption Offer which became binding on 28 September 2011. The Preference Redemption was undertaken to provide Preference Shareholders with the opportunity to participate in the recapitalisation of the Company on the same terms as those provided to subscribers in the Placing, Subscription with Clawback and Open Offer. at the Issue Price. The fair value loss arising to the Company from the enhancement of the conversion terms to the benefit of the CPS holders of $5,731,000 is recorded in Quarter 3-2011 and the CPS liability, including the associated Q3-2011 preferential dividend which will be settled in Ordinary Shares has been transferred to reserves. The issue of new Ordinary Shares to satisfy the redemption of the CPS is recorded in the financial statements of the Group in Quarter 4-2011.
7.6. Contractual obligations
At 30 September 2011 the Group had capital commitments of approximately $6,314,000 (31 December 2010: $4,724,000; 30 September 2010: $3,950,000) principally related to plant, equipment and fees required for the new process plant at Marropino including engineering contractor fees.
The Group has two off-take agreements for the majority of the Group's Ta2O5 concentrate at profitable fixed forward prices. One of these contracts was signed in 2007 and amended in 2010, and the other was signed in 2010 at market related prices at that time and amended in July 2011 (refer to the section of this MD&A titled 'Sales contracts').
The Group has commitments under operating leases for the rental of premises, with $46,000 still due in 2011 and $135,000 due in 2012.
As at 30 September 2011, the Group had no further contractual commitments.
The Group expects that payment of contractual obligations will come from funds generated by operations subsequent to the commissioning of the new processing plant at Marropino, and from current and new investment funds in the period prior to commissioning.
The Group does not have any off-balance sheet liabilities or transactions that are not recorded or disclosed in the financial statements.
7.7. Transactions with related parties
During Quarter 3-2011, consulting services were provided by certain Directors, and / or companies in which they have a beneficial ownership, amounting to $1,211,000. $788,000 of these fees are included in the Condensed consolidated statement of comprehensive loss as Administrative expenses; $150,000 is included in Assets under construction, a component of the Group Property, plant and equipment balance; $35,000 is included as Issue expenses for Convertible Redeemable Preference Shares and $238,000 is included in the Share premium account. Full details are provided in note 13. These transactions were conducted in the normal course of business and were accounted for at the fair value of the transactions, which is the exchange amount in all instances other than those involving share based payments, where the fair value is determined by means of a valuation model.
8. CapitalStock
The Company's authorised share capital is £8,700,000 divided into 212,500,000 Ordinary Shares of £0.008 each ('Ordinary Shares') and 7,000,000 10% Convertible Redeemable Preference Shares of £1.00 each ('Preference Shares' or 'CPS').
8.1. Ordinary Shares
The Company has one class of Ordinary Shares which carry no right to fixed income. Each Ordinary Share carries the right to one vote at the general meetings of the Company. On 11 March 2011, the Company completed a 20:1 share consolidation of the Company's £0.0004 Ordinary Shares into £0.008 Ordinary Shares. Unless otherwise noted, amounts included in this report are made with reference to the number of Ordinary Shares subsequent to the share consolidation. Comparative amounts have been adjusted for the share consolidation.
There were 100,385,434 Ordinary Shares issued and outstanding at 30 September 2011. Details of Ordinary Shares issued in Quarter 3-2011 are given in note 11. At the date of this report there are 119,689,658 Ordinary Shares outstanding, an increase of 19,304,224 Ordinary Shares from 30 September 2011, reflecting the issue of 19,157,409 on the redemption of 1,794,215 CPS on 1 October 2011 and 146,815 Ordinary Shares issued to Directors and employees for services provided (refer below). The Company was committed to the issue of these new Ordinary Shares at 30 September 2011.
At 30 September 2011, the Company had commitments in the form of warrants, share options and bonus shares that could result in the issue of a further 8,292,702 Ordinary Shares.
At the Extraordinary General Meeting held on 29 July 2011 the shareholders granted the authority to the Directors to allot, grant options and/or warrants or otherwise dispose of a further 170,000,000 Ordinary Shares. 150,000,000 Ordinary Shares were reserved for allotments in connection with any placings, conditional placings and any placings and open offers undertaken by the Company, of which 77,906,021 have subsequently been alloted and 35,000,000 have been reserved for issue; 20,000,000 Ordinary Shares were reserved for allotments on such terms as the Directors may determine (including, without limitation, in respect of the issue of any share related compensation, options, bonuses of warrants) of which 146,815 have been allotted at the date of the report. Authority was also granted to the Directors to allot any Ordinary Shares that may be required to be allotted in connection with the conversion of the Company's CPS and any existing and outstanding options, warrants, compensation arrangements and bonuses that have been issued by the Company. 19,389,679 Ordinary Shares have been allotted under this authority at the date of this report. This authority ends on the earlier of 29 October 2012 or the conclusion of the annual general meeting of the Company to be held in 2012.
8.2. Preference Shares
At the Annual General Meeting on 4 March 2011 the shareholders granted the authority to the Board to issue 7,000,000 Preference Shares of which 2,822,290 are issued on 30 September 2011. On 1 October 2011 the Company redeemed 1,794,215 Preference Shares with 1,028,075 Preference Shares outstanding at the date of this report. Details of the redemption of Preference Shares are provided in the section of the MD&A entitled 'Preference Share redemption'.
The Company has one class of Preference Shares which carry the right to a fixed preferential dividend at a percentage rate per annum, determined by the Board at the date of issue and payable in preference to any dividend in respect of any other class of shares. The Board may provide that different preferential dividends apply to different Preference Shares; in such an event all Preference Shares will be treated as one and the same class. Other than for the preference dividend the Preference Shares do not confer any further rights of participation in the profits of the Company.
The Preference Shares do not carry voting rights at the general meetings of the Company, except in circumstances where the business of the meeting includes consideration of a resolution which directly or adversely varies any of the rights attached to the Preference Shares, in which case the Preference Shareholders may vote in respect of such a resolution.
On winding up of the Company or other return of capital, the assets of the Company will be applied to repaying holders of the Preference Shares in priority to holders of the Ordinary Shares.
Preference Shares may be redeemed by the Company under the terms of redemption of the Preference Shares determined by the Board at the date of issue, or as amended by resolution approved at a meeting of the relevant Preference Shareholders.
Preference Shares may be converted into Ordinary Shares of the Company under the terms of conversion of the Preference Shares determined by the Directors at the date of issue, or as amended by resolution approved at a meeting of the relevant Preference Shareholders.
8.3. Other matters
No person has any special rights of control over the Company's share capital and all issued shares are fully paid.
There are no specific restrictions on the size of a holding of shares nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.
9. MINERAL RESOURCES, EXPLORATION SITES AND GEOLOGICAL OUTLOOK
The Group holds mining concessions and mining licences in the Alto Ligonha Pegmatite Belt of Zambezia Province in Mozambique at Marropino, Morrua, Mutala, and Ginama. The most geologically well understood properties are Marropino and Morrua.
On 27 September 2010, the mineral resources of the Group were estimated by Scott Wilson Roscoe Postle Associates Inc. for the purposes of their NI 43-101 report which was a pre-requisite for the Company's listing on the TSX in December 2010. The Scott Wilson 2010 report was limited to a review of the Mineral Resources at Marropino and Morrua. The results were:
Indicated Resources (5) | Inferred Resources | ||||||
Location | Tonnes(2) (3) (4) | Ta2O5 (ppm) | Contained Ta2O5 (Kg) | Tonnes (2) (4) | Ta2O5 (ppm) | Contained Ta2O5 (Kg) | |
Marropino | 7,395,863 | 223 | 1,649,000 | - | - | - | |
Morrua | 4,650,000 | 510 | 2,371,500 | 3,120,000 (5) | 392 | 1,223,000 | |
Grand Total(1) | 12,204,863 | - | 4,020,500 | 3,120,000 | - | 1,223,000 |
Notes:
1. CIM definitions were followed for Mineral Resources
2. Mineral Resources are estimated at cut-off grades of 150 ppm Ta2O5
3. Mineral Resources for Marropino are estimated using a base price of $60.32/lb Ta2O5 and for Morrua using a price of $45.50/lb Ta2O5
4. A minimum mining thickness of 2 meters was used
5. Includes 1.69 MM t @ 470 ppm Ta2O5 in-situ ore and 1.43 MM t @ 300 ppm Ta2O5 stockpiled oversize material
The Group is currently exploiting the Marropino deposit (the 'Marropino Ore Body'). On 16 May 2011 the Group completed a price sensitivity update to the 2010 Life-of-Mine report on Marropino for the increasing market price of Ta2O5 concentrate. The update was undertaken by Mr Anton von Wielligh Pre Eng (ECSA) Member SAIMM of AB Global Mining Consultants, South Africa. Using the Company's previously contracted off-take agreement sales prices for the period of the contracts and a price of US$ 90.0 per pound of Ta2O5 not subject to the off-takes, the Marropino Mine estimated mineral reserve increases from 7,395,863 tons at an average 219 ppm to 8,124,159 tons at an average 223 ppm Ta2O5, equating to an increase in Life-of-mine to approximately 51 months from 42 months. At a price of US$ 100.0 per pound of Ta2O5 not contracted, the mineral reserve increases to 8,834,036 tons at 223 ppm Ta2O5 which equates to a Life-of-Mine increase to approximately 55 months. The increase in grade over the previous estimate is due to higher grade resources becoming economic to extract at greater depth.
During Quarter 1-2011, the Group initiated preliminary work at Morrua to assess the feasibility of bringing Morrua into production during 2012 to take advantage of the rising market price for Ta2O5 concentrate. An updated Life-of-Mine report for Morrua was prepared in June 2011 by Mr Anton von Wielligh Pre Eng (ECSA) Member SAIMM of AB Global Mining Consultants. This report indicates a mineral reserve of 6,432,466 at a price of US$ 120.0 per pound of Ta2O5. This mineral reserve includes 1,430,000 tonnes of stockpiled oversize material and 6,002,466 tonnes of pegmatite ore. The Group anticipates that confirmatory geological test-work and pre-feasibility work at Morrua will commence in Quarter 2-2012. This assessment will determine whether Morrua may be developed using a standalone processing plant, or whether pre-concentrate produced at Morrua could be transported to Marropino for final concentration. Subject to satisfactory results from this work, the Group intends to commence construction of the processing plant at Morrua in Quarter 4-2012.
The Group's Mutala concession has previously been identified as containing a significant resource by SRK Consulting (South Africa) (Proprietary) Limited ('SRK'). SRK, in its 2007 Independent Competent Persons' Report on the Material Properties of the Group, reported a SAMREC compliant Inferred Resource of 10.3 million metric tonnes grading 236 ppm Ta2O5. Scott Wilson has been unable to confirm this estimate but believes it is indicative of the exploration potential of this deposit. The Group has an obligation under its mining concession for Mutala to start production in order to retain the concession. The Group intends to start mining on this concession on a low cost pilot basis as soon as possible. Preliminary activities in 2012 will include completion of further geological work at Mutala with an updated NI 43-101 report. Subject to the completion of these studies at Mutala, the Group intends to process a pre-concentrate from Mutala through the Marropino plant.
In addition to the Marropino, Morrua and Mutala concessions, the Group has various sites with significant exploration potential at Ginama, Morrua, and the satellite pegmatites and surficial deposits at Marropino.
10. Proposed transactions
As at the date of this report, no agreements to merge with or acquire another entity have been entered into. Significant proposed transactions relate to the issue of new Ordinary Shares for cash consideration under the Open Offer, or Subscription with Clawback as discussed above in the section entitled 'Funds secured'.
11. Change in Directors
The following are the changes to the Directors of the Company in Quarter 3-2011:
Mr L Bechis was appointed as a Non-executive Director on 2 September 2011 and Interim Non-executive Chairman on 30 September 2011.
Mr E Kohn TD resigned as Executive Chairman and a Director of the Company on 30 September 2011.
| ||||||||||
3 months ended 30 September | 9 months ended 30 September | 12 months ended 31 December | ||||||||
2011 | 2010 | 2011 | 2010 | 2010 | ||||||
Unaudited | Unaudited | Audited | ||||||||
Note | US$000 | US$000 | US$000 | |||||||
Revenue | ||||||||||
Ta2O5 concentrate | 175 | 489 | 1,052 | 489 | 1,190 | |||||
Morganite | - | 111 | - | 1,111 | 1,111 | |||||
2 | 175 | 600 | 1,052 | 1,600 | 2,301 | |||||
Cost of sales | (690) | (1,991) | (6,115) | (3,236) | (4,595) | |||||
Gross loss | (515) | (1,391) | (5,063) | (1,636) | (2,294) | |||||
Administrative expenses | (3,593) | (1,819) | (8,018) | (4,652) | (7,182) | |||||
Impairment of intangible fixed assets | (13) | - | (365) | - | - | |||||
Loss on disposal of tangible fixed assets | (7) | - | (7) | - | - | |||||
Operating loss | (4,128) | (3,210) | (13,453) | (6,288) | (9,476) | |||||
| ||||||||||
Net finance income/(expense) | 3 | (5,990) | (837) | (3,548) | (838) | (846) | ||||
Loss before taxation | (10,118) | (4,047) | (17,001) | (7,126) | (10,322) | |||||
Taxation | (5) | 24 | (15) | 24 | 3 | |||||
Loss for the period | (10,123) | (4,023) | (17,016) | (7,102) | (10,319) | |||||
Other comprehensive income / (loss) | ||||||||||
Foreign currency translation gain / (loss) on foreign operations | 41 | 49 | 53 | 47 | (13) | |||||
Total comprehensive loss for the period | (10,082) | (3,974) | (16,963) | (7,055) | (10,332) | |||||
US cents | US cents | US cents | ||||||||
Basic and diluted loss per share | (18.1) | (29.6) | (47.3) | (57.4) | (75.0) | |||||
Weighted average number of shares outstanding | 56,058,534 | 13,598,013 | 36,016,092 | 12,376,704 | 13,762,771 | |||||
All results derive from continuing operations. The loss and total comprehensive loss for all periods presented are wholly attributable to equity holders of Noventa Limited.
30 September 2011 Unaudited | 30 September 2010 Unaudited | 31 December 2010 Audited | ||||||||||
Note | US$000 | US$000 | US$000 | |||||||||
Non-current assets | ||||||||||||
Intangible assets | 4 | - | - | - | ||||||||
Property, plant and equipment | 5 | 27,420 | 2,114 | 3,757 | ||||||||
Deferred tax asset | - | - | - | |||||||||
27,420 | 2,114 | 3,757 | ||||||||||
Current assets | ||||||||||||
Inventories | 6 | 6,243 | 860 | 1,347 | ||||||||
Trade and other receivables | 3,933 | 1,342 | 1,640 | |||||||||
Cash and cash equivalents | 21,194 | 3,767 | 23,396 | |||||||||
31,370 | 5,969 | 26,383 | ||||||||||
Total assets | 58,790 | 8,083 | 30,140 | |||||||||
Current liabilities | ||||||||||||
Interest due on convertible redeemable preference shares | 10 | 109 | - | - | ||||||||
Trade and other payables | 3,453 | 2,426 | 3,030 | |||||||||
Current tax liabilities | 31 | - | 20 | |||||||||
Short-term provisions | 7 | 511 | 375 | 345 | ||||||||
Derivative financial liabilities | 9 | 39 | 2,475 | 3,218 | ||||||||
4,143 | 5,276 | 6,613 | ||||||||||
Net current assets | 27,227 | 693 | 19,770 | |||||||||
Non-current liabilities | ||||||||||||
Convertible redeemable preference share liability | 10 | 3,457 | - | - | ||||||||
Long-term provisions | 7 | 278 | 263 | 269 | ||||||||
3,735 | 263 | 269 | ||||||||||
Total liabilities | 7,878 | 5,539 | 6,882 |
| ||||||||
Net assets | 50,912 | 2,544 | 23,258 |
| ||||||||
Equity |
| |||||||||||
Share capital | 11 | 1,306 | 209 | 324 | ||||||||
Share premium | 114,078 | 60,742 | 84,542 | |||||||||
Shares to be issued reserve | 11 | 7,823 | 56 | 55 | ||||||||
Convertible redeemable preference shares reserve | 10 | 617 | - | - | ||||||||
Merger reserve | 8,858 | 8,858 | 8,858 | |||||||||
Translation reserve | 62 | 69 | 9 | |||||||||
Accumulated losses | (81,832) | (67,390) | (70,530) | |||||||||
Equity attributable to equity holders of the parent | 50,912 | 2,544 | 23,258 | |||||||||
The Condensed consolidated financial statements for the three and nine month period ended 30 September 2011 of Noventa Limited, registered number 95036, were approved by the Board of Directors and authorised for issue on 3 November 2011. Signed on behalf of the Board of Directors:
J F F Fernandez-Torres Chief Executive Officer | T Eggers Chairman of the Audit Committee |
3 months ended 30 September | 9 months ended 30 September | 12 months ended 31 December | ||||
2011 | 2010 | 2011 | 2010 | 2010 | ||
Unaudited | Unaudited | Audited | ||||
Note | US$000 | US$000 | US$000 | |||
Cash flows from operating activities | ||||||
Loss for the period | (10,123) | (4,023) | (17,016) | (7,102) | (10,319) | |
Adjustments for: | ||||||
Depreciation | 196 | 22 | 497 | 35 | 71 | |
Impairment of intangible fixed assets | 5 | 13 | - | 365 | - | - |
Loss on disposal of fixed assets | 10 | - | 7 | - | ||
Decrease in provision against IVA recoverable | - | - | - | (925) | (1,043) | |
Share based payment expense | 12 | 471 | 179 | 669 | 532 | 665 |
Foreign exchange (profit)/loss | 597 | (217) | 587 | (281) | 270 | |
Finance costs | 4 | 6,156 | 838 | 6,643 | 843 | 854 |
Investment revenues | 4 | (166) | (1) | (3,095) | (5) | (8) |
Taxation | 5 | (24) | 15 | (24) | (3) | |
Operating cash out flow before changes in working capital and provisions | (2,841) | (3,226) | (11,328) | (6,927) | (9,513) | |
Decrease/(increase) in trade and other receivables | (1,453) | 78 | (2,791) | (272) | (519) | |
(Increase) / decrease in inventories | (3,703) | 69 | (5,324) | (307) | (855) | |
(Decrease) / increase in trade and other payables | 278 | 144 | 341 | (65) | 713 | |
Increases in short term provisions | 34 | 156 | 166 | 280 | 235 | |
Cash used by operations | (7,685) | (2,779) | (18,936) | (7,291) | 9,939 | |
Income taxes paid | - | (45) | - | (45) | (45) | |
Net cash used in operating activities | (7,685) | (2,824) | (18,936) | (7,336) | (9,984) | |
Cash flows from investing activities | ||||||
Interest received | 15 | 1 | 29 | 5 | 8 | |
Acquisition of intangible fixed assets | (13) | - | (365) | - | - | |
Acquisition of property, plant and equipment | (12,179) | (1,119) | (24,104) | (1,580) | (3,746) | |
Net cash used in investing activities | (12,177) | (1,118) | (24,440) | (1,575) | (3,738) | |
Cash flow from financing activities | ||||||
Proceeds from issue of new shares | 30,060 | 7,529 | 32,222 | 8,181 | 34,119 | |
Share issue expenses | (2,036) | (388) | (2,140) | (433) | (1,782) | |
Proceeds from issue of convertible redeemable preference shares | - | - | 11,904 | - | - | |
Convertible redeemable preference share issue expenses | (133) | - | (728) | - | - | |
Debt arrangement costs | - | (116) | ||||
Interest paid | (264) | - | (264) | - | - | |
Net cash inflow from financing activities | 27,627 | 7,141 | 40,878 | 7,748 | 32,337 | |
Net (decrease) / increase in cash and cash equivalents | 7,765 | 3,199 | (2,498) | (1,163) | 18,615 | |
Effect of exchange rates on cash and cash equivalents | 345 | 46 | 296 | (99) | (248) | |
Cash and cash equivalents at beginning of period | 9 | 13,084 | 522 | 23,396 | 5,029 | 5,029 |
Cash and cash equivalents at end of period | 9 | 21,194 | 3,767 | 21,194 | 3,767 | 23,396 |
1. Basis of preparation
The condensed consolidated financial statements of the Group for the three and nine months ended 30 September 2011, which are unaudited and have not been reviewed by the Company's auditor, have been prepared in accordance with the International Financial Reporting Standards ('IFRS') accounting policies adopted by the Group and set out in the annual report for the year ended 31 December 2010. The Group does not anticipate any change in these accounting policies for the year ended 31 December 2011.
This Quarter 3-2011 report has been voluntarily prepared to comply with normal Canadian legal requirements applicable to the listed Company's on the TSX. The Company has a Designated Foreign Issuer status on the TSX and is not required to prepare quarterly financial statements. In preparing this report, the Group has adopted the guidance in the AIM rules for interim accounts which do not require that the condensed consolidated financial statements are prepared in accordance with IAS 34, 'Interim financial reporting'. While the financial figures included in this report have been computed in accordance with IFRSs applicable to interim periods, this report does not contain sufficient information to constitute an interim financial report as that term is defined in IFRSs.
The financial information contained in this report also does not constitute statutory accounts under the Companies (Jersey) Law 1991, as amended. The financial information for the year ended 31 December 2010 is based on the statutory accounts for the year ended 31 December 2010. The auditors reported on those accounts: their report was unqualified and did not include any statement of emphasis of matter. Readers are referred to the auditors' report to the Group financial statements as at 31 December 2010 (available at www.noventa.net).
These condensed consolidated financial statements for the three and nine months ended 30 September 2011 have been prepared in accordance with the IFRS principles applicable to a going concern, which contemplate the realisation of assets and liquidation of liabilities during the normal course of operations. Having carried out a going concern review in preparing these condensed consolidated financial statements for the three and nine months ended 30 September 2011, the Directors have concluded that there is a reasonable basis to adopt the going concern principle. Further details are provided in the section of the MD&A entitled 'Going concern'.
Critical accounting judgments adopted by the Directors in the preparation of these condensed consolidated financial statements are included in the section of the MD&A entitled 'Critical accounting judgments and key sources of estimation uncertainty'.
2. Revenue and segment Information
The Group's revenue in the three and nine months ended 30 September 2011 derived entirely from the sale of Ta2O5 concentrate (Quarter 3-2010: $489,000; Year to date-2010: $489,000; 12 months ended 31 December 2010: $1,190,000). The Group did not realise any revenue from the sale of morganite (Quarter 3-2010: $111,000; Year to date-2010: $1,111,000; 12 months ended 31 December 2010: $1,111,000).
Based on the risks and returns the Directors consider that the primary reporting format is by business segment. The Directors consider there to only be one business segment, being the mining, extraction and production of Ta2O5 concentrate, currently undertaken solely from the Marropino Mine in Mozambique. Morganite production is incidental to this principal activity and arises as a by-product of the Ta2O5 concentrate production. All administrative expenditure is allocated to this sole segment.
3. Net finance expense
3 months ended 30 September | 9 months ended 30 September | 12 months ended 31 December | ||||
2011 | 2010 | 2011 | 2010 | 2010 | ||
Unaudited | Unaudited | Audited | ||||
US$000 | US$000 | US$000 | ||||
Interest income on bank deposits | 15 | 1 | 29 | 5 | 8 | |
Change in fair value of derivative warrants (note 9) | 152 | - | 3,066 | - | - | |
Investment revenues | 167 | 1 | 3,095 | 5 | 8 | |
Interest expense on Convertible Redeemable Preference Shares | 423 | - | 787 | - | - | |
Discount unwind on environmental provision | 3 | 7 | 9 | 12 | 11 | |
Debt arrangement expenses | - | - | 116 | - | - | |
Change in fair value of derivative warrants (note 9.4.5) | - | 831 | - | 831 | 843 | |
Charge arising on alteration of conversion terms on Convertible redeemable preference shares | 5,731 | - | 5,731 | - | - | |
Finance expense | 6,157 | 838 | 6,643 | 843 | 854 | |
Net finance income/(expense) | (5,990) | (837) | (3,548) | (838) | (846) |
During Quarter 1-2011 and Year to date-2011 the Group incurred preliminary expenditure of $116,000 for the arrangement of debt facilities from two European Development banks. These facilities were no longer required due to the placing of the CPS in Quarter 2-2011 and the related expenditure has been expensed. In September 2011 the Group finalised terms with holders of 1,794,215 CPS to redeem their CPS on enhanced conversion terms to those provided in the initial issue resulting in a fair value, non-cash, expense of $5,731,000 in Quarter 3-2011. Further details are provided in note 10.
4. Intangible assets
The Group's intangible assets relate principally to the Morrua mining concession in the Zambezia Province of Mozambique to which the Group has full legal title. This intangible asset, representing acquisition costs of the mining concession, was impaired during financial year 2008 due to significant uncertainties regarding the extent and timing of any development of the concession. The Group anticipates that confirmatory geological test-work and pre-feasibility work at Morrua will commence in Quarter 2-2012. Subject to satisfactory results from this work and appropriate market conditions, including the price of Ta2O5 concentrate, the Company intends to commence construction of the processing plant at Morrua in Quarter 4-2012 to bring Morrua into production by the end of 2013. The development of Morrua will need to be funded through external funding (shareholder investment or loan arrangements). The timing of any development in this mining concession remains uncertain. The remaining life of the estimated reserves in Morrua amounts to 7.5 years if the Mine produces at c600,000 lbs contained Ta2O5 per annum with a comparable recovery rate to that obtained at Marropino. If the Group is successful in establishing the commercial viability of Morrua, part or all of the impairment of intangible fixed assets may be written back. The Directors remain optimistic for the development of the concession.
During Quarter 1-2011 the Group commenced exploration and evaluation activities on two pegmatites on the Marropino Concession - the Marropino Extension pegmatite and the Marropino South pegmatite. Expenditure of $304,000 was incurred in Quarter 1-2011, $48,000 in Quarter 2-2011 and a further $13,000 in Quarter 3-2011, totalling $365,000 in Year to date-2011 on drilling core samples and consultant geologist fees. It was determined that these pegmatites are not economic at the current prices of Ta2O5 concentrate and the related exploration and evaluation expenditure has been impaired. Refer to the section of the MD&A entitled 'Mineral resources, exploration sites and geological outlook'.
5. Property, plant and equipment
The net book value of Property, plant and equipment at 30 September 2011 principally represents the equipment and construction costs of the ICC, mobile mining equipment, deposits and progress made on equipment for the Marropino Mine process plant upgrade, engineering consultant and project management fees directly attributable to the Marropino process plant upgrade, light transport vehicles and mining equipment currently in use. At 30 September 2011, the Group had entered into contractual commitments for the acquisition of Property, plant and equipment amounting to $6,314,000 (31 December 2010: $4,724,000).
The Group impaired its operating tangible fixed assets held as at 1 January 2009 and 31 December 2009, reflecting the uncertainty over the future profitability of the Marropino Mine due to the lack of available funding as at those dates for the Group to successfully install a comminution circuit at Marropino and complete a profit generating upgrade of the Marropino plant. If the Group is successful in implementing its plans and making the Marropino Mine a profitable operation, the Directors anticipate that a portion of the recorded impairment will be written back in future periods.
6. Inventories
30 September 2011 Unaudited US$000 | 30 September 2010 Unaudited US$000 | 31 December 2010 Audited US$000 | ||||
Spare parts and consumables | 1,214 | 684 | 1,140 | |||
Work-in-progress | - | 12 | - | |||
Finished goods | 5,029 | 164 | 207 | |||
6,243 | 860 | 1,347 |
7. Provisions
7.1. Short-term provisions
Short-term provisions includes taxation provisions of $387,000 (30 September 2010: $195,000; 31 December 2010: $221,000) and other provisions of $124,000 (30 September 2010: $180,000; 31 December 2010: $124,000). Taxation provisions represent probable taxation liabilities and penalties arising in Mozambique. Other provisions represent liabilities arising from contractual arrangements of the Group under which the Group has obligations to indemnify the third party against costs or losses incurred if such costs or losses are presented. The Group anticipates that any cash outflow arising from short term provisions will be realised in Quarter 4-2011 or 2012.
7.2. Long-term provisions
The provision relates to the anticipated costs to be incurred in rehabilitating the open pit and surrounding area at Marropino once the mineral ore body has been fully exploited. The movement in the provision in all periods reflects the unwinding of the discount on the amount provided. The estimated remaining life of the mine is between 50 and 55 months, which may be extended if the Group identifies pegmatites on the Marropino concession that prove to be economically viable resources.
8. Financial instruments
8.1. Financial risk management objectives
The Group actively manages the risks arising from its operations, and financial instruments at Board level. The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework and to ensure that the Group has adequate policies, procedures and controls to manage successfully the financial risks that the Group faces.
While the Group does not have a written policy relating to risk management of the risks arising from any financial instruments held, the close involvement of the Chairman, Chief Executive Officer and Chief Financial Officer in the day to day operations of the Group ensures that risks are monitored and controlled in an appropriate manner for the size and complexity of the Group. Financial instruments are not traded, nor are speculative positions taken. The principal risks that the Group faces with an impact on financial instruments are summarised below.
The Group's key financial market risks arise from changes in foreign exchange rates ('currency risk'). The Group is also exposed to credit risk. To a lesser extent the Group is exposed to interest rate risk and liquidity risk.
Currency risk
The Group is exposed to foreign currency exchange risk mainly between the US Dollar, South African Rand, Mozambique Metical and Great British Pound. The potential currency exposures are:
·; Transactional exposure in respect of:
o operating costs and capital expenditures incurred in currencies other than the functional currency of operations; and
o financial assets and liabilities denominated in currencies other than the functional currency of Group companies, such as bank balances held in currencies other than US Dollar, and trade payables denominated in Mozambique Metical or South African Rand.
·; Translational exposures in respect of investments in overseas operations which have functional currencies other than US Dollar.
The Group's policy is to minimise transactional exposure through maintaining detailed forecast cash flows by principal currency in which cash inflows and outflows are made, allowing the Group where possible to retain funds in the relevant currencies to create natural hedges against exchange fluctuations.
Credit risk
The Group principally has exposure to credit risk on its bank balances, trade receivables and other receivables. This risk is managed through the selection of bank counterparties based on the financial security of the counterparty, credit assessment of customers and contractual terms and conditions and monitoring.
The Group's credit risk is reduced as it only transacts with a small number of counterparties who, in the opinion of the Directors, have a sound credit rating. The Group's exposure to credit risk is further controlled by reviewing its credit exposure to counterparties at regular intervals. The maximum exposure to credit risk is the carrying value of the class at all balance sheet dates. No financial assets are past due and not impaired at either reporting date. The Group does not hold any security against its financial assets.
The Group has provided against certain financial assets, principally IVA recoverable in Mozambique. As at 30 September 2011, the gross and net IVA recoverable assets are respectively $2,486,000 (30 September 2010: $1,159,000; 31 December 2010: $1,124,000) and $1,749,000 (30 September 2010: $737,000; 31 December 2010: $638,000).
Interest rate risk
The Group is, to a limited extent, exposed to interest rate risk which arises principally from the Group's bank and cash balances. The Group's interest bearing liabilities are at fixed rates.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group raises funds as and when required on the basis of forecast expenditure and inflows. When funding is required, the Group balances the costs and benefits of equity and debt financing. When funds are received they are deposited with banks of high standing in order to obtain competitive market interest rates. Further details on the Group's liquidity risk at the date of this report are provided in the section of the MD&A entitled 'Going concern'.
At all reporting dates, the Group's short term operating liabilities are due on demand or within 30 days of the period end.
9. Derivative financial liabilities
Derivative financial liabilities represents warrants issued by the Company which are classified as derivative financial liabilities because the warrants are issued in GB£ which is not the functional currency of the Company. At 30 September 2011 the fair value of derivative financial liabilities for warrants is $39,000 (31 December 2011: $3,218,000; 30 September 2010: $2,475,000).
Warrants falling within this category were issued by the Group in September 2009 (the '2009 warrants'), twice in September 2010 (the 'September 2010 warrants - 1' and the 'September 2010 warrants - 2', together the 'September 2010 warrants'), once in October 2010, once in December 2010 (collectively the '2010 warrants') and once in April 2011 (the '2011 warrants'). The warrants were issued as part of fundraisings secured in September 2009 and September 2010. Upon initial recognition, the fair value of the warrants is 'carved out' of the funds received from shareholder investment and recorded within derivative financial liabilities. At each reporting date the fair value of the warrants is measured, with changes in the fair value of the warrants recorded in the Consolidated statement of comprehensive loss within finance income/expense. At each exercise date, the derivative liability fair value of the warrants exercised is recorded to the Share premium account. The warrants do not create any obligation on the Company other than to deliver Ordinary Shares in the Company for a fixed price (360p per Ordinary Share for the September 2009 warrants subsequent to the March 2011 share consolidation and 200p per Ordinary Share for the 2010 and 2011 warrants subsequent to the March 2011 share consolidation), at the option of the holder, for 18 months from the date of issuance of the September 2009 warrants and 2 years from the date of issuance of the September 2010 warrants. The warrants do not therefore expose the Company or Group to any risks as at the balance sheet date. The September 2009 warrants expired unexercised in April 2011.
Subsequent to the March 2011 share consolidation, 20 warrants must be exercised to acquire one Ordinary Share. Details of the number and terms under which of Ordinary Shares could be issued if outstanding warrants are exercised are provided in note 11.5.
10. Convertible redeemable preference shares
In March 2011 the Group secured the placing of 2,822,290 Convertible Redeemable Preference Shares ('CPS') at a price of $4.218 per CPS (the 'Issue Price') raising gross proceeds of $11,904,000 before expenses. The CPS have a nominal value of £1.00 each and carry an annual coupon of 10% of the Issue Price, payable quarterly in arrears. Under the terms of the initial issue:
·; each CPS is convertible at any time at the holders' request into one Ordinary Share in the Company.
·; the Company could give notice of redemption at any date after 11 October 2012 at the Issue Price. If an early redemption notice is issued, the holder of the CPS can issue a conversion notice at any date prior to the stipulated redemption date.
·; the CPS will be mandatorily redeemed on 11 April 2016.
The Issue Price was calculated at a 25% conversion premium to the mid-market closing price of 210.5 pence for the Ordinary Shares of the Company on AIM on 16 March 2011, applying the GBP/US$ exchange rate of 1:1.6031. Expenses of $980,000 were incurred, of which $728,000 was settled in cash and $252,000 through the issue of warrants to the placing agents over 168,985 Ordinary Shares at a subscription price of 210.5 pence per Ordinary Share.
While in legal form the CPS are part of the Capital Stock of the Company, the CPS include components with liability and equity features as defined under IFRS. IAS 32, 'Financial Instruments: Presentation', requires the Group to identify the equity and liability component parts of the instrument and assign a value to each. The material components have been identified as the host debt contract, a Company call option to prepay the liability and a holder call option to convert to Ordinary Shares. The fair value of the host debt component has been determined at the present value of the contractual stream of future cash flows (including both preference dividend payments and redemption amount) discounted at the market rate of interest that would have applied to an instrument of comparable credit quality with substantially the same cash flows, on the same terms, but without the conversion feature. The relevant market interest rate applicable to the Company has been estimated at 14%. The Company's prepayment call option has been valued using the Montis Convertibles Model. The Company's prepayment call option has been determined to be closely related to the host debt contract and is not required to be fair valued separately from the host contract in future periods. The combined fair value of the liability component and embedded prepayment call option is $10,100,000. The balance of the gross proceeds received of $1,804,000 has been established as the equity component of the CPS. After allocation of the issue expenses pro-rata to the carrying value of each component, the liability component was initially recorded at $9,268,000 and the equity component at $1,694,000. The liability component is subsequently measured at amortised cost using the effective interest rate method and an effective interest rate of 15.028%. The equity component is not re-measured.
On 19 August 2011 and 2 September 2011, the Group announced proposals to alter the terms of the CPS. The proposals were approved at a class meeting of the CPS holders on 28 September 2011 to allow the Company to redeem the CPS early in exchange for Ordinary Shares in the Company. As permitted by the changes to the terms and conditions of the CPREF, the Company extended a redemption offer (the 'Redemption Offer') to the CPS holders. Under the terms of the Redemption Offer, the CPS holders were offered the opportunity to convert their CPS to fully paid Ordinary Shares in the Company based on the initial subscription value paid by the CPS holders and a conversion rate to Ordinary Shares at 25.0p per Ordinary Share. A USD to GBP exchange rate for the conversion was established at $1.620 per GBP. CPS holders electing to accept the Redemption Offer were required to convert their Q3-2011 cash dividend into Ordinary Shares on the same terms established for the redemption of the capital amount outstanding. Holders of 1,794,215 CPS elected to accept the Redemption Offer. The fair value loss arising to the Company from the enhancement of the conversion terms to the benefit of the CPS holders of $5,731,000 is recorded in Quarter 3-2011 and the related CPS liability, including the associated Q3-2011 preferential dividend totalling $7,568,000 which will be settled in Ordinary Shares of the Company has been transferred to the 'Shares to be issued reserve'. The issue of new Ordinary Shares to satisfy the redemption of the CPS is recorded in the financial statements of the Group in Quarter 4-2011.
At 30 September 2011, the liability component of the CPS is recorded at $3,566,000, with $109,000 included in current liabilities for the Quarter 3-2011 cash preference share dividend accrual and $3,457,000 included in non-current liabilities.
11. Share capital, Call options over equity and Capital risk management
11.1. Share capital
30 September 2011 Unaudited | 30 September 2010 Unaudited | 31 December 2010 Audited | |||
US$000 | US$000 | US$000 | |||
Allotted, called up and fully paid | |||||
100,385,434 Ordinary Shares of £0.008 each (31 December 2010: 504,413,035 Ordinary Shares of £0.0004 each; 30 September 2010: 319,492,887 Ordinary Shares of £0.0004 each) | 337 | 209 | 324 | ||
2,822,290 Preference Shares of £1.00 each (31 December 2010 and 30 September 2010: none) | 2,822 | - | - | ||
3,159 | 209 | 324 |
Details of the authorised share capital and rights attached to each class of shares are provided in the section of the MD&A entitled 'Capital Stock'.
11.2. Share consolidation
On 11 March 2011, the Company completed a 20:1 share consolidation of the Company's £0.0004 Ordinary Shares into £0.008 Ordinary Shares.
11.3. Shares in issue
The table below presents a reconciliation of the Company's Ordinary Shares in issue. For transactions and balances prior to 11 March 2011 the number of Ordinary Shares has been adjusted for the share consolidation and is presented at the post consolidation amounts:
No. | Issue price - GBP | |||
At 1 January 2010 | 11,636,744 | |||
Ordinary Shares issued for cash: | ||||
June 2010 Placing, Conditional Placing and Additional Placing | 1,114,796 | 130 | ||
September 2010 Placing, Subscription and Additional Placing | 3,011,850 | 130 | ||
4,126,646 | ||||
Ordinary Shares issued for services, including bonus shares | 211,254 | 80 to 153 | ||
At 30 September 2010 | 15,974,644 | |||
Ordinary Shares issued for cash: | ||||
September 2010 Additional Subscription | 995,317 | 132 | ||
December 2010 Placing | 8,000,000 | 190 | ||
Warrants exercised | 76,192 | 80 to 200 | ||
9,071,509 | ||||
Ordinary Shares issued for services, including bonus shares | 174,499 | 0 to 146 | ||
At 31 December 2010 | 25,220,652 | |||
Ordinary Shares issued for cash: | ||||
Warrants exercised | 275,253 | 200 | ||
Share options exercised | 172,250 | 80 | ||
September 2010 Additional Subscription - Final tranche | 497,658 | 132 | ||
August 2011 Placing | 73,600,000 | 25 | ||
74,545,161 | ||||
Ordinary Shares issued for services, including bonus shares | 619,621 | 27 to 238 | ||
At 30 September 2011 | 100,385,434 |
S (
Details of Convertible redeemable preference shares issued in the period are provided in note 10.
11.4. Shares to be issued reserve
At 30 September 2011 the Group had obligations to deliver 146,815 Ordinary Shares (31 December 2010: 16,534; 30 September 2010: 24,498) to Directors and employees in consideration for services rendered, including sign on bonuses with a fair value of $64,000. The compensation expense for the services received, including sign on bonuses, is included in the Consolidated statement of comprehensive loss when the services are provided. Additionally, the Group had irrevocably finalised the terms of the redemption of 1,794,215 CPS including the Q3-2011 preferential dividend on the redeeming CPS (note 10) in exchange for 19,157,409 new Ordinary Shares with a value of $7,759,000 which is reflected in the Shares to be issued reserve.
11.5. Call options over Ordinary Shares
Call options over Ordinary Shares represent instruments issued by the Company which may result in the Company issuing Ordinary Shares, such as warrants and share options. Where these instruments were issued prior to the share consolidation on 11 March 2011, the conversion terms of the instruments have been altered to require the conversion of 20 instruments to acquire one Ordinary Share in the Company.
The following table summarises the principal terms under which Ordinary Shares of the Company could be issued in respect of options, warrants and bonus shares outstanding at 30 September 2011. Where applicable, the number of Ordinary Shares has been adjusted to take account of the 11 March 2011 share consolidation.
Number of Ordinary Shares adjusted for share consolidation | Number exercisable at period end adjusted for share consolidation | Weighted average exercise price adjusted for share consolidation | Expiry date | Comments | |
Options issued by employee share option plans in 2007 | 51,184 | 51,184 | 50,000 at £23.00
1,184 at £0.008 | 2017 | None |
Options issued by employee share option plans in 2008 | 10,215 | 6,180 | £23.00 | 2018 | Includes performance conditions that are not expected to be met over the option vesting period for non vested options. |
Options issued by employee share option plans in 2009 - 1 | 102,753 | 81,953 | £3.20 | 2019 | Includes performance conditions that are not expected to be met over the option vesting period for 11,669 non vested options. |
Options issued by employee share option plans in 2009 - 2 | 172,250 | 172,250 | £0.80 | 2013 | None |
Options issued outside of the share option plans - 2009 | 100,000 | 100,000 | £0.80 | 2016 | None |
Warrants 2009 - 1 | 579,298 | - | £0.80 | 2016 | Share price to reach £5.00 on a 30 day moving average for the warrants to be exercisable. |
Warrants 2009 - 2 | 56,500 | 56,500 | £0.80 | 2016 | None |
Bonus shares 2009 | 150,000 | - | - | No expiry | Share price to reach £3.00 on a 30 day moving average for the bonus shares to vest. |
Options issued by employee share option plans in 2010 | 100,000 | 75,000 | £0.80 | 2019 | None |
Options issued outside of share option plans - 2010 | 97,120 | 97,120 | £1.08 | 2017 | None |
Warrants 2010 - 1 | 957,492 | 957,492 | £2.00 | 2012 | None |
Warrants 2010 - 2 | 215,480 | 215,480 | £2.00 | 2012 | None |
Warrants 2010 - 3 | 248,829 | 248,829 | £2.00 | 2012 | None |
Warrants 2010 - 4 | 248,829 | 248,829 | £2.00 | 2012 | None |
Warrants 2010 - 5 | 399,998 | 399,998 | £1.90 | 2012 | None |
Warrants 2011 - 1 | 248,829 | 248,829 | £2.00 | 2012 | None |
Warrants 2011 - 2 | 168,985 | 168,985 | £2.105 | 2012 | None |
Warrants 2011 - 3 | 3,966,137 | 3,966,137 | £0.25 | 2013 | None |
Warrants 2011 - 4 | 16,683 | 16,683 | £1.30 | 2012 | None |
Options issued by employee share option plans in 2011 | 305,000 | 5,000 | £0.28 | 2018 to 2021 | None |
Options issued outside of share option plans | 97,120 | 97,120 | £0.27 | 2018 | None |
8,292,702 | 7,213,569 |
12. Share based payments
The charge recorded in the Consolidated statement of comprehensive loss for share based payments in Quarter 3-2011 was $471,000 (Year to date -2011: $669,000; Quarter 3-2010: $179,000; Year to date - 2010: $532,000). A further $nil (Year to date -2011: $50,000; Quarter 3-2010 and Year to date -2010: $nil) has been recorded to Property, plant and equipment, $252,000 (Year to date - 2011: $252,000; Quarter 3-2010 and Year to date -2010: $nil) has been recorded as issue expenses for the Convertible Redeemable Preference Shares and allocated pro-rata between the carrying value of the equity and liability components of these instruments (refer to note 10) and $669,000 (Year to date -2011: $50,000; Quarter 3-2010 and Year to date -2010: $nil) and $942,000 (Year to date -2011: $50,000; Quarter 3-2010 and Year to date -2010: $nil) has been recorded to the Share premium account as issue expenses of new Ordinary Shares.
13. Related party transactions
Transactions between the Company and its subsidiaries have been eliminated upon consolidation and are not disclosed in this note. Details of transactions and balances between the Group and other related parties are detailed below. The amounts reported are the fair value of the transaction in US$. Directors' fees and expenses are excluded unless they are invoiced to the Group by means of a separate Company.
3 month period ended 30 September | 9 month period ended 30 September | 12 month period ended 31 December | |||
2011 | 2010 | 2011 | 2010 | 2010 | |
Unaudited | Unaudited | Audited | |||
US$000 | US$000 | US$000 | |||
Richmond Master Fund Limited | |||||
Subscription of new 12,442,750 new Ordinary Shares | 5,082 | - | 5,082 | - | - |
Fleming Family & Partners (Liechtenstein) Limited | |||||
Subscription of Convertible Redeemable Preference Shares | - | - | 160 | - | - |
Fleming Family & Partners (Suisse) AG | |||||
Subscription of new Ordinary Shares on behalf of clients | - | 246 | - | 246 | |
Barons Financial Services SA | |||||
Consulting fees | 234 | 80 | 406 | 241 | 324 |
Fees due for the services of Mr E Kohn TD as Chairman paid in cash | 154 | 20 | 226 | 60 | 181 |
Bonus paid in cash | - | 100 | 100 | 100 | 100 |
Funds advanced to the Company (representing expenditure incurred on the Company's behalf and recharged to the Company) | 99 | 190 | 318 | 456 | 589 |
Balance due to Barons Financial Services SA at period end | 6 | 26 | 6 | 26 | 55 |
Funds due to the Company from Barons Financial Services SA for advances against expenses | - | 13 | - | 13 | 13 |
Barons Financial Services Limited | |||||
Fees due for the services of Mr E Kohn TD as Chairman paid in shares | 21 | 20 | 63 | 59 | 79 |
Balance due to Barons Financial Services Limited in shares at period end | 21 | 20 | 21 | 20 | 20 |
Barons Financial Services (UK) Limited | |||||
Commission arising on fundraising on the same terms as those provided to the Company's brokers | - | 145 | 122 | 145 | 308 |
Fair value of warrants over 27,583 (2010: 42,368) Ordinary Shares of £0.008 issued to Barons Financial Service Limited | - | - | 41 | 56 | |
Carey Olsen | |||||
Legal fees and expenses | 385 | 42 | 630 | 139 | 306 |
Balance due to Carey Olsen at period end | 62 | 42 | 62 | 42 | 200 |
Ekasure Limited | |||||
Fees due for the services of Mr J Allan as Director | 5 | 5 | 14 | 185 | 190 |
Consulting fees | 150 | 25 | 450 | 25 | 63 |
Re-imbursement of expenses incurred on behalf of Noventa | 9 | 2 | 34 | 25 | 27 |
Subscription of 40,000 new Ordinary Shares | 16 | - | 16 | - | - |
Balance due to Ekasure Limited at period end | 53 | 17 | 53 | 17 | 9 |
Goldline Global Consulting | |||||
Fees due for the services of Mr P. Cox as Director | - | - | - | 12 | 12 |
Hains Engineering Company Limited | |||||
Consulting Fees | 1 | 5 | 12 | 41 | 53 |
Balance due to Hains Engineering Company Limited at period end | - | 5 | - | 5 | 12 |
KLM Consulting Services (Pty) Limited | |||||
Hydro-geological consulting fees | 31 | - | 57 | - | 10 |
Balance due to KLM Consulting at period end | 9 | - | 9 | - | - |
IGAS Research | |||||
Analysis Costs | - | 1 | - | 3 | 3 |
In addition to the amounts reported above, Mr F Fernandez-Torres subscribed for 32,000 new Ordinary Shares, Mr G Berglund subscribed for 400,000 new Ordinary Shares and Mr R Fleming subscribed for 1,400,000 new Ordinary Shares in the August 2011 Placing on the same terms as those offered to all subscribers in the August 2011 Placing. Mr F Fernandez-Torres and Mr G Berglund are Directors of the Company. Mr R Fleming is a significant shareholder in the Company.
Fleming Family & Partners (Liechtenstein) Limited is a related party of the Company by virtue of its significant shareholding in the Company. Fleming Family & Partners (Suisse) AG is a related party of the Company by virtue of its relationship with Mr R J Fleming, who has a significant shareholding in the Company.
Barons Financial Services SA, Barons Financial Services Limited, Barons Financial Services (UK) Limited, Ekasure Limited, Carey Olsen, Goldline Global Consulting (Pty) Limited, Hains Engineering Company Limited and IGAS Research are related parties to the Group by virtue of common directorship / employment as follows:
Related party | Common Director/Employee |
|
Richmond Master Fund Limited | Mr L Bechis |
|
Barons Financial Services SA, Barons Financial Services Limited and Barons Financial Services (UK) Limited | Mr E F Kohn TD |
|
Ekasure Limited | Mr J N Allan |
|
Carey Olsen | Mr G Coltman |
|
Goldline Global Consulting (Pty) Limited | Mr P Cox (resigned 2009) |
|
Hains Engineering Company Limited | Mr L Heymann (deceased 2010) |
|
IGAS Research | Dr E J Martin |
|
KLM Consulting Services (Pty) Limited is a related party of the Company by virtue of the close family relationship between Mr J Allan and the owner director of KLM Consulting Services (Pty) Limited.
All related party transactions are transacted on an arm's length basis, in accordance with standard commercial terms applicable to the type of transaction.
TERMS USED IN THIS REPORT
AIM AIM market of the London Stock Exchange
TSX Toronto Stock Exchange
PLUS PLUS Stock Exchange
Ta2O5 Tantalum pentoxide
CIM Canadian Institute of Mining, Metallurgy and Petroleum's
IFRS International Financial Reporting Standards
IRR internal rate of return
kg kilogramme
klb thousand pounds
km kilometre
lb pound
lbs pounds
m metre
mlbs million pounds
Mt million tonnes
NPV net present value
p or GBp Pence, 100th of one Pound Sterling, legal currency of the United Kingdom
pa per annum
ppm parts per million of Ta2O5
$ or US$ US Dollar, legal currency of the United States of America
£ or GBP Pound Sterling, legal currency of the United Kingdom
Mining concession land where the Group has a granted right to extract economic minerals including, but not limited to Ta2O5
Mining licence land where the Group has a granted right to explore for economic minerals including, but not limited to Ta2O5
Quarter 1 The three month period ended 31 March of the Company's financial year ended 31 December
Quarter 2 The three month period ended 30 June of the Company's financial year ended 31 December
Quarter 3 The three month period ended 30 September of the Company's financial year ended 31 December
Quarter 4 The three month period ended 31 December of the Company's financial year ended 31 December
Half 1 The six month period ended 30 June of the Company's financial year ended 31 December
Half 2 The six month period ended 31 December of the Company's financial year ended 31 December
Contained Ta2O5 The amount Ta2O5 which is contained in a concentrate
Mineral Resource - A 'Mineral Resource' is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth´s crust in such a form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.
Inferred Mineral Resource - An 'Inferred Mineral Resource' is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Indicated Mineral Resource - An 'Indicated Mineral Resource' is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Measured Mineral Resource - A `Measured Mineral Resource` is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are so well established that they can be estimated with confidence sufficient to allow appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Note - Definitions of mineral resource, inferred mineral resource, indicated mineral resource and measured mineral resource are based on the Canadian Institute of Mining, Metallurgy and Petroleum's code for the reporting of Mineral Resources and Mineral Reserves.
Related Shares:
PAR.L