Annual Financial Report

29 July 2015

Mwana Africa PLC

("Mwana" or the "Company" or the "Group")

Mwana Africa PLC is pleased to announce its audited financial results for the year to 31 March 2015

Financial highlights

· Group revenue increased 6.9% to US$152.3m (2014: US$142.5m)

· Group net cash from operating activities increased 81.3% to US$11.6m (2014: US$6.4m)

· Exploration spend increased by 20.8% to US$6.4m (2014: US$5.3m)

· Group EBITDA amounted to US$18.8m (2014: US$25.0m)

· In view of current trading volumes and lower commodity prices we expect that profits for H1 FY2016 will be lower than the previous half year, being H2 FY2015

Operational highlights

· Freda Rebecca gold sales of 57,799 ounces (2014: 58,704 ounces) for the year

· Freda Rebecca cash costs (C1) US$1,067/oz (2014: US$959/oz), all-in sustaining costs (C3) US$1,259/oz (2014: US$1,186/oz) as lower grades led to greater mill tonnages

· Freda Rebecca gold recoveries declined to 79% (2014: 82%)

· BNC nickel in concentrate sales of 7,352t (2014: 7,129t) for the year

· BNC cash costs (C1) US$12,644/t (2014: US$11,567/t), all-in sustaining costs (C3) US$14,428/t (2014: US$12,462/t) as equipment refurbishment added to costs and restricted mine tonnages

· BNC nickel recoveries marginally declined to 84% (2014: 86%)

Post period events

· The combined equity interest of Mr Yat Hoi Ning and China International Mining Group Corporation decreased from 29.0% to 15.6% on 30 April 2015.

· Simultaneously, the equity interest of Zhejiang Hailiang Co. Ltd and entities and persons associated with Zhejiang Hailiang Co. Ltd increased from 1.6% to 9.3% on 30 April 2015.

· Non-executive Interim Chairman, Mr Stuart Morris, and Non-executive Director, Mr Johan Botha, retired from the Board on 5 June 2015. Mr Morris was succeeded by Mr Yat Hoi Ning as Chairman.

· An extraordinary general meeting held on 9 June 2015 led to several changes on the Board. Non-executive Directors Messrs Herbert Mashanyare and Ngoni Kudenga were voted off the Board, while Dr Scott Morrison, Ms Anne-Marie Chidzero and Messrs Mark Wellesley-Wood and Olivier Barbeau were voted onto the Board as Non-executive Directors. Dr. Scott Morrison was later confirmed as Senior Independent Non-executive Director.

· Chief Executive Officer Mr Kalaa Mpinga departed from the Company on 10 June 2015.

· The Company announced the appointment of Grant Thornton UK LLP as its Nominated Adviser and Cantor Fitzgerald as its Financial Adviser and Corporate Broker with effect from 24 July 2015.

Mr Yat Hoi Ning, the Executive Chairman of Mwana, commented today: "The past year has proved to be particularly challenging for the Mwana Group as a whole as the prices of our two principal products, gold and nickel, weakened and have continued to fall since the financial year end. This was exacerbated by lower than planned production figures for the two metals. A new board was elected after the end of the reporting period, and I am confident that under this new management, improvements will be seen.

"Our major project initiated during the year under review was the beginning of the work and the financing needed to re-start Bindura Nickel's smelter which is planned for April 2016. A fully subscribed US$20m bond was completed in the fourth quarter of the financial year with the proceeds of the bond going towards the restart of the smelter. US$16.4m of the bond funding was banked before year end and of the outstanding balance of US$3.6m at year end, US$1.5m was received by BNC in early July 2015. In a signed letter of commitment, the investor has indicated that the balance will be transferred by the end of September 2015. Resumption of smelting will provide ample capacity to process our own concentrates into nickel leach alloy. The smelter's excess capacity will be available for toll smelting of other regional producers' concentrates. At Bindura's Trojan mine virtually all of the work has been completed on refurbishing and replacing the equipment that had been allowed to deteriorate while the mine was on care-and-maintenance. Mining will now be positioned to extract ore from the "massives" ore bodies where grades are higher than in those bodies that provided the bulk of the mine's ore until recently.

"At the Freda Rebecca gold mine, gold production was in line with the prior year but slightly below managements' expectation and this was due, in part, to equipment failures that gave rise to recovery problems in the processing plant, and also because accessing the mine's higher-grade ore bodies took longer than expected. These problems have now been rectified and I confidently expect that our underground and surface operations will attain their full potential during the 2016 financial year.

"In South Africa progress at our Klipspringer property has been steady. Our project to recover fine diamonds from old slimes residues has continued. Slimes resources are limited and evaluation of the viability of re-processing other residues and of re-starting underground mining is being underway.

"At an extraordinary general meeting on 9 June 2015, following the financial year end, shareholders voted for board changes which were promptly implemented. We welcomed four new Non-Executive Directors to the Board, including Zimbabwean Economist Anne-Marie Chidzero. In addition, I was appointed and confirmed by the Board as Executive Chairman to manage the affairs of the Company until the new CEO is appointed. We have now initiated an executive search for the Company's new CEO.

"Last week, we announced the appointment of Grant Thornton as the Company's Nominated Adviser and Cantor Fitzgerald Europe as our Financial Adviser. I would like to thank former Nomad and Broker Peel Hunt for their services to the Company over the past couple of years and for their support in ensuring a smooth transition during the handover. Grant Thornton and Cantor Fitzgerald are well-known and highly respected firms, with global reach. I believe that they are well-placed to support the Company's strategy for future growth and we are excited to have them on board with us in this next phase and onward.

"Over the course of FY2016 I expect Mwana's operations and its financial situation to progress, though this is subject to metal prices. Nevertheless, by the current year-end in March 2016, the group's balance sheet should be stronger than at the start of the year."

About Mwana Africa PLC

Mwana Africa PLC is a pan-African, multi-commodity mining and development company. Mwana's principal operations and exploration activities involve gold, nickel, copper and diamonds in Zimbabwe, the Democratic Republic of the Congo (DRC), South Africa and Angola.

In Zimbabwe, Mwana Africa's interests are the Trojan and Shangani nickel mines, and the Freda Rebecca gold mine. Mwana's nickel and gold projects include Hunter's Road and Maligreen.

The Freda Rebecca gold mine in Zimbabwe restarted operations in 2009 and in the12 months ending March 2015, produced 58,714oz of gold.

The Trojan nickel mine is owned by Mwana's Zimbabwe subsidiary, Bindura Nickel Corporation (BNC). After a four-year period of care-and-maintenance, BNC carried out a US$23m restructuring and recapitalisation programme in 2012 which allowed it to restart the Trojan mine. The first sale of concentrate to Glencore took place in April 2013. In the 12 months ending March 2015, Trojan produced 7,306t of nickel.

In the DRC, Mwana Africa has exploration programmes in Zani Kodo (gold), Katanga (copper) and a 20% stake in Société Minière de Bakwanga (MIBA) (diamonds).

Copper in the Katanga Province - Mwana has a Joint Venture Agreement with Zhejiang Hailiang Company Limited to jointly explore some of these licensed areas. The Katanga concessions are otherwise known as SEMHKAT (Société d'exploration Minière du Haut Katanga).

The Zani Kodo project has JORC compliant measured, indicated and inferred gold mineral resources of 2.97Moz.

Klipspringer diamond mine is Mwana's South African interest. Mwana holds a 70.26% interest in Klipspringer, where the mining operations are currently on care-and-maintenance but where the company is involved in a tailings retreatment project. The viability of returning to underground mining is being investigated.

Competent persons

The information presented here that relates to Mineral Resources of the Kodo, Badolite, Zani Central and Lelumodi deposits is based on information compiled by Dr Colin Porter, who is a full time employee of Mwana Africa, has a PhD in geology, is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM), and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012)'.

The information presented here that relates to Mineral Resources of the Kibolwe deposit is based on information compiled by Gayle Hanssen, who is a Director and Geological Consultant with Digital Mining Services (pvt) Ltd., has a BSc (Hons) in geology, is a Registered Professional Natural Scientist ( Pr. Sci. Nat ) with the South African Council for Professional Natural Scientific Professions (SACNASP), and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012)'.

The Competent Persons consent to the inclusion in this report of the matters based on the information in the form and context in which it appears.

For further information (including a copy of these accounts) visit: www.mwanaafrica.com or contact:

Mwana Africa Plc

London (registered office)

1 Catherine Place

London

SW1E 6DX

Registered Number: 02167843

Registered in England and Wales

Yim Kwan, Finance Director

Amilha Young, Group General Counsel and Company Secretary

Tel: + 44 (0) 203 696 5470

Nominated Adviser

Grant Thornton UK LLP

Grant Thornton House, Melton Street, Euston Square, London NW1 2EP

Colin Aaronson/Richard Tonthat/Harrison Clarke

Tel: +44 (0) 20 7383 5100

Financial Adviser and Corporate Broker

Cantor Fitzgerald Europe

1 Churchill Place, Canary Wharf, London E14 5RB

Stewart Dickson/Jeremy Stephenson /Patrick Pittaway

Tel: +44 (0)20 7894 7000

Public and Investor Relations

Russell and Associates

Jim Jones/Leigh King

42 Glenhove Road

Melrose Estate

Johannesburg 2196

South Africa

Tel: +27 11 880 3924

[email protected]

[email protected]

OUR BUSINESS

Country - Zimbabwe

Commodity - nickel

Bindura Nickel Corporation Limited (BNC)

· Ownership - Mwana has a 74.7% stake

Entities 100% owned by BNC:

Trojan Mine Limited

· JORC compliant measured, indicated and inferred resource size - 97,286 tonnes at a grade of 0.89%

· Proved and probable reserves - 28,773 tonnes of contained nickel

· Status - operational mine; restarted in 2012 following a US$23m restructuring and recapitalisation programme, after a four-year care-and-maintenance period

· FY2015 production - 7,306 tonnes (FY2014: 7,026 tonnes) nickel in concentrate, sold 7,352 tonnes (FY2014: 7,129 tonnes) nickel in concentrate

· Smelter restart underway; will have capacity to treat BNC and third party concentrate

Shangani Project

· Measured, indicated and inferred resource size (neither SAMREC nor JORC compliant) - 67,870 tonnes of contained nickel

· Status - mine on care-and-maintenance

Hunter's Road Project

· JORC compliant measured and indicated resource size - 200,404 tonnes of contained nickel

· Status - exploration in progress

Commodity - gold

Freda Rebecca Gold Mine Limited

· JORC compliant indicated and inferred resource size - 1,735,000 ounces of contained gold at a grade of 2.44 g/t

· Ownership - Mwana has an 85% stake

· Status - operational mine; restarted 2009

· FY2015 - produced 58,714 ounces (FY2014: 58,704 ounces), sold 57,799 ounces (FY2014: 58,704 ounces)

Maligreen Mining Company (PVT) Limited

· Resource size - non-JORC compliant, internally estimated at 615,000 ounces of contained gold

· Ownership - 50% Mwana

· Status - exploration prospect

Country - Democratic Republic of the Congo (DRC)

Commodity - copper

Société d'exploration Minière du Haut Katanga SARL (SEMHKAT) - Katanga copper concessions

· JORC compliant measured, indicated and inferred resource size - 210,058 tonnes of contained copper at a grade of 0.8%,

· Ownership - 33 concessions, 100% ownership; 26 concessions transferred to new entity, MUYA SARL (MUYA), established in terms of joint venture agreement with Zhejiang Hailiang Company Limited ("Hailiang") - Mwana stake in MUYA at year end currently remains at 100%, but may decline to a 38% interest following the fulfilment of contractual obligations by Hailiang under the joint venture agreement - likely that contractual obligations will be fulfilled in 2017

· Status - exploration in progress

Commodity - gold

Zani Kodo gold project

· JORC compliant measured, indicated and inferred resource size - 2.97 million ounces of contained gold at a grade of 2.43 g/t

· Ownership - joint venture in which Mwana has an 80% stake

· Status - exploration in progress

Commodity - diamonds

Société Minière de Bakwanga SARL (MIBA) diamond resource

· Resource size - still to be confirmed by exploration

· Ownership - joint venture - Mwana has a 20% stake

· Status - exploration prospect

Country - South Africa

Commodity - diamonds

Klipspringer diamond mine

· Measured, indicated and inferred resource size (neither SAMREC nor JORC compliant) - Leopard Fissure - Gross 1,631,000 carats (1,150,000 carats attributable) of contained diamonds

· Resource information - Strike length 3,200m, depth 500m (drill indicated)

· Ownership - Mwana has a 70.48% interest through 100% owned subsidiary, SouthernEra Diamonds Inc.

· Status: underground mine operations on care-and-maintenance whilst viability of restarting underground mining is being evaluated

· Diamond production from fine tailings (slimes) retreatment taking place

Country - Angola

Camafuca diamond project

· Inferred resource size (not SAMREC/JORC compliant) - 23 million carats of contained diamonds

· Ownership - Mwana has an 18% interest

· Status - exploration prospect

VISION AND STRATEGY

STRATEGIC REPORT

OUR LEADERSHIP

CHAIRMAN'S LETTER AND REPORT

Dear shareholder

In this, my first message to shareholders and other stakeholders of Mwana following my very recent appointment as Executive Chairman of the Company, I feel it is appropriate to look back at the very recent past as well as to the future, because I believe this Group has undeniable potential.

I was appointed Executive Chairman following the retirement of my predecessor Stuart Morris, who served on an interim basis.

It would be remiss of me not to recognise Stuart's contribution during his tenure. Stuart, of course, succeeded Mark Wellesley-Wood, whom I am delighted to welcome back to the Board.

I must also express my thanks to Kalaa Mpinga, who has departed from Mwana as CEO and executive director, for his contributions to the Company and wish him well in his future endeavours. I welcome the new members of the Board namely, Mark Wellesley-Wood as mentioned above, Olivier Barbeau, Scott Morrison and Anne-Marie Chidzero. Collectively the new Board has many years of solid experience in the financial, technical and managerial aspects of mining, as well as corporate governance and social responsibility, and I am sure that they will make a significant contribution to invigorating Mwana in the future.

Looking back over the past years since the dollarisation of Zimbabwe's economy - a move that allowed Mwana to restart its mothballed operations - we have seen a period of gradual recovery. Our task now is to ensure that our financial and technical foundations are sufficiently firm. This will allow us to consider expansion into African countries other than Zimbabwe and South Africa where we are currently producing minerals.

As it is now structured, Mwana's Board brings together a group of truly independent directors who reflect the diversity of the Company's interests and the needs of our host-country governments. I believe that Mwana can benefit strongly from its links with China - links that can introduce fresh ideas, skills and access to new capital markets.

The difference between the Company and a shareholder, The China International Mining Group Corporation, was resolved before being heard in court and all associated claims and counter-claims were withdrawn. In another action, a group of shareholders won the right to call an extraordinary general meeting, which took place on 9 June 2015 and resulted in a majority vote by which various Non-executive Directors were replaced. The changing of the guard was handled smoothly and I am confident that the relationship Mwana enjoys with its host governments and with external providers of finance will flourish.

Though the year under review has been marked by some technical difficulties, the Company's technicians and engineers were crucial in seeing the Company through them. It is this commitment and capability that gives me confidence for Mwana's future.

An example of investors' perceptions of Mwana's qualities was our subsidiary Bindura Nickel's successful raising of a bond to partly finance the re-start of the smelter. A slight delay in transferring funds meant that only $16.4m was banked before the year end, but of the balance outstanding of $3.6m, $1.5m was banked after the year end in July 2015, and $2.1m is expected to be received in September 2015 under a signed letter of commitment obtained from the investor indicating its intention to do so. The capital raised will be used to partly finance the re-opening of Bindura's nickel smelter and the bond will be serviced from the additional revenue derived from selling nickel alloy rather than concentrate. The bond drew strong support from domestic institutional investors and was the first in Zimbabwe to enjoy liquid- and prescribed-asset status. This double status was not, of course, the sole reason for the bond's enthusiastic take-up. The clear perception among investors was that the smelter will deliver certainty of cash-flow to service the bond. It is the Board's intention to move operations as far as is feasible up the value chain.

During the current year, BNC spent $2.4m, partly utilising Trojan cash flows generated reflected in the overdraft balance in the below table, to prepare for the smelter's re-start, and at year end it had commitments to spend a further $3.1m. BNC partly utilised the bond funding to incur smelter restart costs of $2.4m, and deposited $3.7m into an existing overdraft account in order to sensibly avoid incurring interest on an overdraft, while cash sits available in another bank account. In light of these developments, and the funds raised as discussed above, the previous impairment of the smelter assets from FY2013 of $5.1m was reversed in the current year.

Once the smelter has resumed operations it will have more than sufficient capacity to process the Trojan mine's concentrate. The Company believes that it would make sense, both for itself and for its host country, that the available excess capacity be used to process concentrates from third parties. This potential is still in the process of being investigated further by the Company.

Operations at the Trojan mine were affected during the past year by occasional poor availability of equipment and the need to repair or replace older equipment. These were possibly to be expected given the age of some of the mine's equipment, and the fact that the mine had spent time on care and maintenance. These replacements and repairs have been successfully completed and we confidently expect that interruptions of this sort will now be far less frequent.

Regrettably similar difficulties affected operations at Freda Rebecca Gold Mine while inclement rainy weather affected operations at the Klipspringer diamond joint venture in South Africa. Mwana's future sustainability and success lies in its ability to extend Trojan at depth, ability to improve on Freda Rebecca's performance and reduce expenses, and its ability to dewater the Klipspringer underground workings and resume extraction, complemented further by its ability to contain corporate expenses.

Of course the Company's operations have been affected by the progressive weakening of the prices of our two principal commodities - nickel and gold. As we enter the new financial year, indications are that commodity prices will remain under pressure as major economies struggle to emerge from set-backs stemming from the 2008 financial disasters and the commodities crash of 2012. However, I remain confident that commodity prices will eventually stabilise at sustainable levels and that we at Mwana will manage our operations profitably despite any further price weaknesses.

As a result of the many challenges experienced during the year, our cash flow across the Group has taken strain. Although a fairly healthy cash balance of $14m existed at the year end, the majority of the balance is attributable to BNC's bond funding, which is intended to be spent on the smelter re-start. Overdraft and loan funding has already been obtained totaling $16.3m at year end, and a further $16m in total is being sought by Mwana Africa PLC, BNC and Freda Rebecca in the form of further overdraft and asset financing facilities.

In the longer run, Mwana will be looking for opportunities in other southern African countries, particularly the DRC. But the likelihood is that any such opportunities will be seized in partnership with others who can provide funding and skills, as is the case with our copper exploration in the DRC.

It is important to repeat that the safety of our employees remains our foremost concern and must be improved upon. And so it is with considerable sorrow that I report the deaths of two of our colleagues during the year under review. Zero harm is our policy.

It remains for me to thank my colleagues throughout the Company for their efforts during the past year. Mwana is strong and is poised to take advantage of further opportunities, many of which the Company will be instrumental in creating.

This is a Company with considerable promise, and I am confident that under the new Board, this promise will be realised. I look forward to working with my colleagues - new as well as old - in taking the Company forward.

The year under review

Let me start with the issue that matters most to all of us at Mwana - safety. The past year has been a difficult period for safety, because we lost two of our colleagues during FY2015. Jim Tembo and Binwell Mazivazvose died at the Trojan mine in two separate accidents and, to the families and friends of these colleagues, I extend my heartfelt condolences as well as those of the Board. Our target at our operations is zero harm, so any accidents and injuries are cause for major concern. In these instances, they have resulted in a renewed focus on safety. Safety is a joint responsibility and every one of us needs to be committed to this principle in the workplace. The operations are implementing auditable safety, health, environmental and quality management systems with a view to improving safety - among other key performance indicators. We will not relax our vigilance.

As I mentioned above, raising capital through a five-year bond to help finance the re-start of Bindura's smelter was a major achievement. Its raising underscored the confidence investors have in the assets at Bindura's disposal and in its future prospects. The capital raising followed another success - the completion of the smelter re-start feasibility study.

The past year's major challenge, on the other hand, was to continue to generate cash in a commodities regime where prices and demand have been substantially lower than a year ago. We are price takers at both of our Zimbabwean mining operations and our response to poorer commodities markets will be to become progressively more careful in managing and controlling costs.

Price weakness was particularly marked in nickel during the second half of the year under review. This was exacerbated in the fourth quarter by the disruptions resulting from the continuing work on replacing Trojan's development rigs and its fleet of mobile equipment. This programme was subsequently completed during the fourth quarter and the slow development rates which delayed entry into the mine's higher grade massive reefs were thus addressed.

While development work and extraction of the massive reefs was delayed in the year's first six months, international nickel prices responded to supply deficits caused in part by Indonesia's continuing prohibition on exports of unrefined metal. This somewhat artificial market boost was counteracted during the year's second half as China's economic slow-down curbed demand for stainless steel and, by extension, nickel. Slackening demand also persuaded Chinese holders of nickel stocks to lighten their holdings.

In Zimbabwe, the government has been and remains particularly supportive of Mwana's efforts to boost beneficiation of domestic nickel. External support for our smelter re-start project has also come from elsewhere such as from investors that subscribed to the bond and banks that provided financing. Trojan will only be able to fill about two-thirds of the smelter's capacity with the mine's own concentrates. The remainder could be filled with toll-smelting of other operators' material. As the smelter project has progressed we have received expressions of interest from the region and from as far afield as Australia to smelt concentrates. This is encouraging, particularly as the financial planning that has gone into Bindura Nickel's bond issue was based solely on Trojan's production. We will continue to investigate this possibility.

Once the smelter is in operation our attention is likely to turn in two directions - the feasibility of re-starting the Bindura Nickel refinery and the feasibility of restarting the Hunters Road project and the financial options of such a development. At Shangani we are evaluating our options - closing the mine entirely, restoring it to production from its current care-and-maintenance status, or disposing of the property.

At Freda Rebecca our mining staff had to contend with a combination of grades and recoveries that were lower than expected during the year under review for reasons that are interlinked. Mill head grades fell as mining had to pass through lower-grade areas before reaching the better grades of the richer reefs. And this lowering of the head grade contributed to reduced overall mill recoveries. Recoveries were particularly affected during the third quarter when the mine was supplied with sub-standard carbon for the carbon-in-pulp circuit. The problem was resolved as soon as it was realised by our metallurgical staff, but not before gold had escaped, carried by fine carbon to the tailings dam. Milling was affected by late deliveries of mill liners from South Africa where the manufacture of the components was affected by that country's regular power outages.

By the year's end, virtually all the technical problems that had affected the milling of ore and plant recoveries had been resolved. Production has been assisted by the installation of crushing equipment ahead of the milling circuit.

Like most of its gold sector peers, Freda Rebecca remains affected by the persistently weak gold price. Dealing with this issue, which is beyond our control, will call for increased milling capacity and recoveries if the mine is to remain competitive at current gold prices. That means a number of investments will be needed both in milling and in processing capacity. Freda Rebecca will need to work hard to ensure that its all-in sustaining cost is reduced through improved performance and cost efficiencies.

Operations at our diamond interests in South Africa remain on track, with our retreatment project that recovers diamonds from the Marsfontein slimes residues delivering some 50% of the cost of maintaining the Klipspringer mine on a care-and-maintenance basis. We are well aware that the future of the property lies in dewatering the workings that were flooded in 2012 and resuming underground mining, initially of the mine's Leopard fissure.

As we move into the new financial year we are preparing to update our feasibility study on restarting the Klipspringer mine. At present, black economic empowerment (BEE) partners hold an 18% interest in Klipspringer and we are working with prospective BEE partners on a vendor-financed scheme to sell BEE shareholders a further 8% which will take BEE ownership to 26%. At this level the mine will be compliant with the terms of the Mining Charter which, in turn, will clear the way for the granting of a new order mining right. Indications are that the Department of Mineral Resources will grant the conversion subject to the rectification of the BEE status.

It goes without saying that Mwana has passed through a turbulent period during the financial year under review and in the months following the year's close. I am, however, pleased to say that the people on whom our company depends - our shareholders, stakeholders and employees at the rock face - have come up trumps. Despite their facing difficulties and change they remained and continue to remain focused on Mwana's core issues - developing and maintaining our production of minerals, laying the groundwork for new developments and ensuring that all these things come together in a coherent whole.

I thank everyone involved - your efforts are truly appreciated and make Mwana the great enterprise that it is.

YAT HOI NINGExecutive Chairman29 July 2015

FY2015: PERFORMANCE REVIEW

Financial review - Income statement

Cash flow statement

Balance sheet

presentation note:

In prior years, all figures in the above tables were presented net of consolidation entries. In the current year, actual figures before consolidation entries are shown in order to improve comparability with the underlying financial statements of subsidiaries. Through the addition of a new column entitled "Consolidation Entries", these figures may then be tied back to the Group's financial statements. Thus, comparative figures may differ to those reported in prior years.

income statement commentary:

The Group reported revenue for the year of $152.3m (2014: $142.5m) and an EBITDA for the year of $18.8m (2014: $25.0m). The net profit for the year is $7.0m (2014: $50.6m).

Freda Rebecca

During the year, Freda Rebecca sold 57,799 ounces of gold (2014: 58,704 ounces) at an average gold price of $1,247 per ounce (2014: $1,319 per ounce), as well as by-products, generating total revenue of $72.1m (2014: $77.5m). All-in sustainable costs during the period totalled $66.6m (2014: $62.6m) for the year, resulting in an EBITDA of $5.4m (2014: $14.3m). Net loss for the year was $2.0m (2014: $3.4m profit).

Bindura Nickel Corporation

Revenue of $78.9m (2014: $65.0m) was generated through the sale of 7,352 tonnes (2014: 7,129 tonnes) of nickel in concentrate at an average nickel price of $16,700 per tonne (2014: $14,298 per tonne), as well as by-products. All-in sustainable costs were $60.2m (2014: $46.2m). BNC reported EBITDA of $18.0m (2014: $18.9m) and net profit for the year was $11.0m (2014: $23.6m).

In financial year ended 31 March 2013, BNC's non-current assets totalling $43m, and including the smelter of $5.1m had been impaired in the Group Financial Statements. In financial year ended 31 March 2014, $28m of this impairment was reversed as the Trojan mine was restarted. During the current financial year, $5.1m of the impairment (as shown under the "Consolidation entries" column) relating to the smelter was reversed due to BNC's plans to restart the smelter (as evidenced by the successful closing of a $20m bond prior to year end, of which $16.4m was banked before year end. Of the outstanding balance of $3.6 million at year end, $1.5 million was received by BNC in early July 2015, and in a signed letter of commitment, the investor has indicated that the balance will be transferred to BNC by the end of September 2015 - please refer to the Review of operations and exploration on pages 18 to 24 for more details). Expenditure on the refurbishment of the smelter during the current financial year was $2.4m with commitments to spend a further $3.1m at year end. See note 35 which provides background and financial impact of this impairment and reversal.

Other Mwana Africa Group

The Group, excluding BNC and Freda Rebecca, incurred operating costs of $4.8m (2014: $4.9m), and cost of sales of $1.3m (2014: nil), resulting in a net loss of $0.9m (2014: $6.8m).

cash flow commentary:

Freda Rebecca

Positive cash flow of $10.0m (2014: $10.5m) was generated by operations during the year. The company invested $5.6m (2014: $5.7m) in capital expenditure, and utilised $5.7m (2014: $6.1m) in financing activities, including full settlement of the IDC loan (excluding interest) of $4.3m (2014: $2.2m), and repayment of Mwana group loans of $4.8m (2014:$4.0m) (excluding interest).

Bindura Nickel Corporation

Positive cash flow of $6.6m (2014: $7.1m) was generated from operations and $10.4m was raised in cash flows from financing activities (2014: $1.5m was repaid). $16.4m (2014: nil) was raised in respect of the BNC smelter bond, offset by repayment of Mwana group loans of $6.0m (2014: $2.3m). BNC utilised $9.3m (2014: $6.9m) in investing activities of which $6.9m related to ongoing sustainable capital expenditure and $2.4m in relation to the smelter re-start.

Other Mwana Africa Group

Mwana Africa (excluding BNC and Freda) saw operating cash outflow of $5.1m (2014: $11.1m outflow). During the year, Mwana Africa invested $7.2m (2014: $5.3m) of which $6.4m (2014: $5.3m) was spent on its portfolio of exploration prospects, being $1.9m (2014: $1.5m) in SEMHKAT and $4.5m (2014: $3.8m) in Zani Kodo. Mwana Africa received $10.8m (2014:$12.9m) in cash generated from financing activities, of which $10.8m (2014: $6.3m) related to receipts from repayments of Group loans by subsidiaries.

At year end, the Group had cash balances of $14.0m (2014: $9.1m), comprising $11.9m (2014: $4.2m) held by BNC, $0.7m (2014: $2.1m) held by Freda Rebecca, and $1.3m (2014: $2.8m) by other Mwana Africa Group entities.

BALANCE SHEET commentary:

Freda Rebecca

Non-current assets of $46.4m (2014: $48.3m) decreased from the prior year, mainly due to a provision for bad debts raised against a non-current receivable of $1.4m related to the loan to the community trust, and a minor movement in property, plant and equipment. Property, plant and equipment included additions of $5.6m (2014: $5.7m) and depreciation of $5.7m (2014: $6.6m). Current assets excluding cash decreased from $17.1m to $17.6m, which comprised mainly an increase in tax receivable of $0.3m (2014: nil) and an increase in inventory from $8.2m to $8.5m. Refer to the above analysis regarding movement in the cash balance.

Non-current liabilities decreased from $34.4m to $29.4m after taking into account the repayment of Mwana group loans of $4.8m (2014:$4.0m), and an increase in deferred tax liabilities from $9.6m to $10.1m.

Bindura Nickel Corporation

Non-current assets increased to $59.3m from $57.1m as a result of investment in property, plant and equipment (offset by minor proceeds on disposal of assets) of $9.3m, offset by depreciation of $2.3m (2014: $1.5m) and a decrease in the deferred tax asset to $2.5m from $7.3m.

Current assets excluding cash decreased to $21.8m from $46.8m, mainly attributable to a decrease in intercompany receivables from $33.7m to $1.9m, an increase in inventories of $4.4m (2014: $1.8m) and trade and other receivables from $8.3m to $10.8m. Refer to the above analysis regarding movement in the cash balance.

Other Mwana Africa Group

The value of non-current assets including investments increased to $292.2m (2014: $279.9m), related to additional exploration expenditure of $6.4m (2014: $5.3m) capitalised during the year in accordance with the Group's policy, and a fair value gain adjustment on the BNC investment of $5.0m (2014: $3.4m loss) (eliminated on consolidation). Refer to the above analysis regarding movement in the cash balance. The book value of shareholders' equity attributable to the owners of the parent for the Group at the year end was $124.0m (2014: $120.2m), whereas for the Company it was $171.6m (2014: $175.5m). The reason for the Company equity being more than Group equity is because of equity deficits included in the consolidated figure.

GOING CONCERN

The directors, after making enquiries and considering the uncertainties described further in note 3: Basis of preparation to the financial statements 'going concern', believe that the Company and the Group will be able to access the financial resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Annual Report and financial statements and these financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

Review of operations and exploration

GOLD

Freda Rebecca gold mine - Zimbabwe

The Freda Rebecca gold mine, which is located some 80km north east of the capital, Harare, came into production in 1988 and continued to operate profitably until the advent of Zimbabwe's hyper-inflation. Management responded by placing the mine on a care-and-maintenance footing. This allowed the mine to be returned to profitable production when the Zimbabwe dollar was abandoned and replaced by the US dollar - the so-called dollarisation of Zimbabwe's economy. In the year ended 31 March 2015 gold production reached 58,714oz against the preceding year's 58,704oz. The milling rate increased by 13.5% year-on-year. However, that improvement was offset by the lower average head grade and average recovery rate.

During the year under review the average grade of ore delivered to the mill fell because of the need to mine through the comparatively low-grade ore zone of the major stopes. This grade challenge was countered to an extent by blending ore from other, higher-grade but minor stopes.

At Freda Rebecca, the need to stabilise the plant by replacing and upgrading some of the ageing equipment was a challenge. Gold recoveries were further affected in the December quarter by the delivery of sub-standard carbon for the carbon-in-pulp section of the recovery plant. Once realised, this problem was promptly rectified. However, before rectification took place there were gold losses because the gold occluded on fine carbon missed further processing and escaped to the tailings dump.

As it was, by the end of the year under review operations of the recovery plant were stabilised though further work will be incurred on the mills and leach and adsorption tanks during FY2016. Fine carbon is now scalped from the plant by using a sizing screen, modifications have been made to the escaped carbon screen and poor quality carbon has been replaced. A secondary crushing circuit was commissioned during the fourth quarter and commissioning was still in progress at the year end with full benefits expected to be received during FY2016.

The mining emphasis, as noted above, has been on stabilising grade by blending lower-grade ore from the main stopes with higher-grade material from areas where ore was converted from resource to reserve category.

The drive to reduce operating costs continued throughout the year. Service provider contracts were renegotiated and reductions in overall prices of fuel and cyanide contributed to a 2% decrease in total operating costs. The full benefits of the strategy will be realised in FY2016.

The project to evaluate the viability of retreating the mine's 20 million tonnes of tailings residues was put on hold during the year under review as the benefit was no longer viable under the prevailing gold prices.

Gold production in FY2016 is expected to improve on the previous year despite the need for scheduled replacements of worn mill liners, which is now completed. This will be achieved through sustained recoveries and improved mill throughput from the secondary crushers, even though grades are expected to remain at current levels.

Gold exploration - Zani Kodo

Gold exploration remains confined to the 1,605 km² Zani Kodo joint-venture project in the Ituri district of the DRC's Orientale Province. Our joint venture partner, the state-owned SOKIMO, has a 20% free-carry interest.

Drilling during the year was focused on the Kodo Footwall area, with infill drilling carried out to convert the near surface resource in this area to indicated status. A total of 21 holes were drilled for a total of 1,825m. A best intersection of 9.8m at 2.52g/t at 40m vertical depth was drilled. The drilling successfully converted a further 26,600oz of near surface mineralisation to indicated status.

11 geotechnical holes for 943m were also drilled in the potential open pit areas at Kodo Footwall and Kodo Main.

Exploration drilling was halted in the first quarter of the financial year under review in response to cost considerations, gold's price deterioration and expectations that a profitable mining operation would be difficult to establish at current and projected gold prices. The decision will be reviewed when gold prices improve and are expected to maintain their improvement.

During the final three quarters of the year under review, exploration was confined to regional and district field operations and detailed mapping of the promising mineralised zones of the Godawiza block and Djalasega areas. At the end of the year under review the total gold resource was minimally changed from that of 2.975Moz declared in September 2013. This is a JORC-compliant measure based on a gold cut-off grade of 0.5g/t. Test work on samples from the Kodo Main orebody showed the ore to be non-refractory, allowing 90% recovery of contained gold.

NICKEL

Bindura Nickel Corporation (BNC) - Zimbabwe

The past financial year has seen significant progress in developing BNC's operations at the Trojan mine which is close to the Freda Rebecca gold mine and located north-east of Harare.

Trojan, as previously reported, was placed on a care-and-maintenance basis in 2008 in response to significantly lower global metal prices and was only returned to operational status in FY2013.

This year the mine has been engaged in a programme to make significant refurbishments to its equipment. This has necessitated taking some equipment, particularly the mobile machinery, out of service. Inevitably, this has had an effect on ore extraction rates. Refurbishment of the mobile equipment was completed in the year's fourth quarter. This improved availability of equipment has permitted greater mining in the massives in line with the mine plan, with the resultant improvement in mill head grades during the equivalent quarter.

Underground, the re-deepening of the Trojan shaft has progressed at a slightly slower rate than originally planned, principally due to delays in equipping the shaft itself and ancillary excavations. Access to the shaft from 46 level was completed during the year's fourth quarter and will allow mining to take place down to the mine's 45 level. At the end of the year under review, equipping the shaft, the underground crusher station and the loading station remained to be completed. Completion is scheduled for the first half of FY2016.

Aside from the extension of mine workings at depth, BNC's principal project is the re-start of the operation's smelter. In June 2014, Mwana announced the completion of an independent study of BNC's smelter restart plan by Hatch Goba. Evaluation of the project indicates that, among other benefits, a significantly reduced transportation cost and an increased profitability will allow the capital cost of the project to be recouped within five years of the resumption of smelter operations.

A fully subscribed $20m bond was completed in the financial year's fourth quarter with the proceeds of the bond going towards the restart of the smelter. $16.4m of the bond funding was banked before year end, and of the outstanding balance of $3.6 million at year end, $1.5 million was received by BNC in early July 2015, and in a signed letter of commitment, the investor has indicated that the balance will be transferred by the end of September 2015. The bond bears a coupon of 10% and is redeemable in eight instalments starting 18 months after the allotment of the bond which was concluded on 2 March 2015.

The smelter will have a nameplate capacity to process concentrates at an annual rate of 160,000 tonnes (t) and will have the capacity to handle third-party concentrates.

DIAMONDS

Klipspringer - South Africa

Project Review

The care and maintenance operation at our diamond interest in South Africa is focused mainly on ongoing dewatering from shaft bottom, maintaining surface and underground infrastructure and fire prevention during the fire season (winter months). Our ready state to resume operations within four months received a setback in December 2012 due to protracted rainfall which flooded the shaft bottom and caused significant damage to the underground stopes. Preliminary estimates indicate that our ready state to resume operations has moved from four to 12 months, due to the extent of the damage done.

Diamond production from the fine tailings project continued during the year. The project is operated under contract by Greenhurst Mining & Exploration and extracts fine diamonds (-1.2mm +0.5mm) from the old Marsfontein slimes dams. The project operates under a revenue share agreement with our share of the revenue contributing to the ongoing care and maintenance costs of Klipspringer.

A diamond theft incident in the last quarter of FY2015, which resulted in the loss of 655 carats whilst the diamonds were in transit, led us to review and overhaul the diamond recovery and security procedures. As a result, a new facility has been built at the mine for a cost of $16,000. This has led to a significant improvement in diamond recovery coupled with improved security.

During the year under review, the operation treated 178,006t of residues and produced a total of 106,593[1] carats.

Diamond sales for the financial year amounted to 95,062[2] carats and generated revenue of $1.87m (ZAR 21.4m) of which $1.4m (ZAR 15.1m) was attributable to Mwana before deducting cost of sales.

A bulk sample of Slimes Dam No.3 (lower slimes dam) was completed after year end and the results indicate that an average resource grade of 0.70 carats per tonne could be expected. This is expected to extend the life of the slimes retreatment project by a further 9 to 12 months, until March 2016.

The Klipspringer resources are neither SAMREC nor JORC compliant.

Diamond exploration

No exploratory work was carried out on our concessions in Angola in FY2015. Future exploration work will depend on agreements with possible partners who remain to be found, and the funding required.

COPPER

Copper exploration

Mwana has a 100% ownership interest in 33 exploration concessions covering 4,845 km² over different sites in the DRC's Katanga province, a world-class zone of copper mineralisation. These concessions are perhaps best known by their acronym SEMHKAT (Société d'Exploration Minière du Haut Katanga) and exploration is principally targeted on sedimentary stratiform copper/cobalt deposition.

Exploration is being carried out over 26 concessions in conjunction with our Chinese shareholder and joint-venture partner Hailiang and the permits for the joint venture sites have been transferred to a new entity established in terms of the joint venture agreement, namely 100%-owned MUYA SARL. The joint venture agreement gives Hailiang farm-in rights to the joint venture areas in exchange for spending $25m on exploration over four years. Completion of the exploration programme will result in Hailiang owning 62% of the joint venture and Mwana a 38% non-dilutable interest.

Drilling of five priority targets - Kibolwe, Lutobwe, Lombe, Kapande and Mifumbi -- was completed in November 2014 when the rainy season put a seasonal halt to all exploration, drilling and fieldwork. Drilling was carried out by three sub-contractors of Hailiang. Cores from these sites were sent to the laboratory for analysis and the results were being awaited at the end of the year under review. Once the results are received, planning of the current (FY2016) year will be decided, while the end of the rainy season has allowed drilling to resume in the first few weeks of the new financial year.

The current year's exploration budget is being finalised as soon as the work carried out in the past financial year has been confirmed.

Overview of social and environmental responsibility

Mwana's social and environmental responsibilities are driven by its commitment to ensure there are synergies between sustainable mining, sustainable communities and sustainable socio-economic investments.

Mwana promotes these synergies by enabling safe working environments for employees, by contributing positively to the communities in which it operates and by minimising and mitigating the environmental impacts of its activities.

The three main pillars of Mwana's corporate social responsibility continue to be education, health and the support of small and medium enterprises (SMEs) to help empower local business enterprises. This resonates with government policies in those countries in which we operate and which require each investor to play a role in the development of disadvantaged communities.

The Company has adopted a multi-faceted approach to its contributions to surrounding communities and to its social partners incorporating education, wellness, job creation, technical support of local businesses, empowerment of local contractors and the purchase of goods and services from local suppliers.

Freda Rebecca Gold Mine was recertified in both OHSAS 18001: 2007 and EMS ISO 14001:2004/Cor 1: 2009 in March 2015 after successful closure of the non-conformities raised in the December 2014 recertification audit. Freda Rebecca mine maintained its OHSAS 18001 health and safety certification. At BNC, implementation continued of the safety, health, environment and quality (SHEQ) management systems necessary to achieve the planned ISO and OHSAS certification by the end of December 2015.

While the Group has been financially stressed by the depressed metal markets and prices, particularly the nickel market, it has done its best to assist and support the communities surrounding its operations during the year under review.

Stakeholder engagement

Mwana's principal stakeholders include its employees, investors, business and community partners, regulators and governments (local, regional and national). The Company actively engages with these stakeholders through a variety of formal and informal engagements, briefings, surveys and feedback sessions on issues raised.

Workplace safety

Mwana recognises that exploration and mining are inherently risky. We deeply regret the loss of two employees, Jim Tembo and Binwell Mazivazvose, in separate accidents at the Trojan nickel mine this year (in the prior year, the Group also lost two employees through workplace accidents, one employee at BNC and one employee at Freda Rebecca). The Company extends its condolences to the families of these men, as well as to their friends and colleagues. We have a zero harm policy and we shall continue to focus on safety in the workplace as this is an unending commitment. At our Freda Rebecca gold mine, and despite the implementation of proactive safety management programmes, our lost-time injury frequency rate (LTIFR) deteriorated to 0.61 per 200,000 hours worked in FY2015, compared with 0.53 in FY2014. Despite an increase in LTIFR in the current year the lost time injury severity rate (LTISR) improved in the current year from 2.81 in 2014 to 0.15. As the risk management system has improved, action plans to reduce the LTIFR and LTISR have been put in place. These include continually improving safe work procedures towards hazard elimination, eliminating or minimising inherent risk on new projects and installations, and improving supervision.

BNC achieved an LTIFR per 1,000,000 hours worked of 4.3 in FY2015 (FY2014: 2.52).

The causes of the deterioration in safety performance, which was aggravated by the increase in the number of employees and contractors working on site as production scaled up, were investigated and specific detailed action plans have been compiled and implemented. These plans involved empowering employees to identify unsafe working conditions (and to refuse to work in them until they had been made safe), management training and employee risk-assessment hazard-recognition programmes. These strategies should assist the workforce with the identification and anticipation of risks and hazards, and their possible consequences, so that avoiding action can be taken to avert injury or harm.

Behaviour-based safety (BBS) training continued and all our employees had received training in terms of this initiative by year end. BBS has been included in the mine's SHEQ.

No exploration-related safety incidents or accidents were reported during FY2015.

Underground operations at Klipspringer remained on care-and-maintenance and no lost-time injuries were recorded during FY2015.

Employee and community health

Across the Group, all mine and contract employees undergo annual medical examinations to ensure they are medically fit to work in a mining environment. At BNC and at Freda Rebecca, Mwana continued to staff and fund the running of clinics for employees and their families.

UNICEF donates primary health-care drugs to the Freda Rebecca gold mine, and the unused supplies are made available to the local provincial hospital. Mine teams assist where required with ambulance services for critical health emergencies.

The Freda Rebecca gold mine works in partnership with the local Bindura Municipality to provide technical support for water reticulation. The mine also complements municipal efforts in the provision of clean water to outlying communities to ensure access to safe water supplies. To date, 10 boreholes with manual pumps have been donated to local communities. The mine continues to engage the Municipality in the provision of safe and clean water. Currently there are proposals to reroute the Bindura Town Council's main water supply, which passes close to the tailings storage facility, to a safer route. At the same time the Municipality will upgrade the supply capacity. BNC runs its own water treatment plant and has oxidation ponds for handling sewage. The provision of clean water has contributed to a decrease in the incidence of water-borne diseases.

Freda Rebecca and Trojan mine clinics are certified by the Ministry of Health as Opportunistic Infections Clinics. Shangani mine has also applied for this status and is being monitored. Trojan and Freda Rebecca are also certified as anti-retroviral therapy (ART) clinics and dispense anti-retroviral (ARV) medication supplied by the government to affected employees and their dependants, as well as to members of the local community.

BNC and Freda Rebecca both run an HIV/AIDS assistance project co-ordinated by the Swedish Workplace HIV and AIDS Programme (SWHAP). Freda Rebecca is one of the supply chain companies in the management of HIV/AIDS at workplaces managed by SWHAP. The first phase of co-operation involves the review and implementation of HIV/AIDS and wellness policies and practices. At Freda Rebecca the focus has been non-communicable diseases in conjunction with HIV/AIDS management. Non-communicable diseases account for at least 80% of workplace illnesses that need to be managed.

An HIV/AIDS wellness programme was launched at BNC during the year. This intervention is expected to contribute to a significant reduction in AIDS-related psycho-social problems faced by employees and their families as well as to a reduction of problems encountered during the treatment period for the disease.

BNC provided support and assistance to the Shashi hospital and to the Manhenga Rural District Council by constructing a new clinic and a youth vocational centre. The mine also aided relief efforts by providing fuel for the transport to safer areas of those marooned during the Muzarabani flood disaster in the region.

As operations at its underground mine have been suspended and its employees retrenched, Klipspringer does not have any employee and community health programmes running at present.

At the Zani Kodo gold project in the DRC, the principal community health project during the year was the construction of a 20-bed ward at the nearby Luma Mission. The monthly contributions of medical supplies to the clinic continued during the year as did the distribution of mosquito nets. In addition, Zani Kodo provided accommodation to visiting doctors during the course of the year. The beneficial effects of the freshwater borehole in limiting water-borne diseases in the Zani Kodo village continued to be felt.

Employment and labour relations

At the end of the financial year, Mwana employed 1,511 people (2014: 1,605).

Diversity

Preference is given to employing members of local communities, especially for unskilled and semi-skilled positions. At Freda Rebecca, the majority of the workforce is from the local town of Bindura while all staff members at BNC are drawn from the surrounding communities. With the exception of some of the senior expatriate management, all employees at our exploration operations are drawn from the surrounding communities.

By the end of FY2015, the workforces at SEMHKAT and Klipspringer mine had been retrenched. A skeleton staff was retained to oversee care-and-maintenance at these operations.

Labour relations

In order to promote healthy labour relations, regular joint consultative forums with employee leaders and unions and/or workers' committees are conducted at all operations. Areas of mutual interest are wages, conditions of employment, occupational health and safety, and serious diseases such as HIV/AIDS. No work stoppages owing to industrial action were reported.

The Hailiang joint venture in the DRC is actively assisted and encouraged to respect the country's laws in connection with employees, contractors and local casual workers. In line with the Company's curb on exploration expenditure (to reduce corporate costs) the majority of SEMHKAT employees were retrenched at the end of April 2014. Several short-term contracts were filled to ensure staff were on-hand to maintain any equipment and care for the venture's property. The camps (Lunsano and Kibolwe) are being guarded by local villagers.

BNC has an active workers' committee at the Trojan nickel mine and the workers are free to join the trade union.

Community development

Education

The focus of the Freda Rebecca mine's corporate social responsibility programme remained on education because the Company's view is that knowledge is key to improving livelihoods. The mine has identified three students and is sponsoring their studies in science, agriculture and engineering. It also offers scholarships on a case-by-case basis to academically gifted students from the local community; two such students are currently being sponsored.

Freda Rebecca continues to support the Batanai Early Childhood Development Centre. It caters for pre-school children in and around the Batanai village, which is close to the mine, and for those from neighbouring high-density suburbs. Through its farm, Bindura Estates, the mine supplies maize and potatoes for children's meals. The mine provides further support by offering timber to small-scale miners and farmers.

BNC, too, continued its support of the on-site primary school and an early childhood development centre. It also made available support staff to fill administrative and maintenance roles to these schools and provided transport to students from Trojan village to the local secondary schools.

On behalf of local primary schools, BNC also facilitated the hosting of the National Athletics Primary School Heads competition. The mine also assisted with medical facilities, sanitation and administrative support during the competition.

As the Klipspringer mine is on care and maintenance, it does not currently provide any assistance to the community. The detailed local economic development programmes included in our social and labour plan will be implemented once the mine returns to steady state production.

Enterprise development

Freda Rebecca spent 55% on local procurement in FY2015 (FY2014: 60%). The lower figure is due to the mine's cost-cutting measures and the relative disparity between local and external suppliers, with local raw materials tending to be more expensive.

At BNC, the mine gives preference to local suppliers, and supports a considerable number of small business enterprises that provide services to the mine and mine villages. The mine also encourages and supports local entrepreneurial ventures. In FY2015, BNC sourced 69% of its total procurement locally.

The remoteness of Mwana's operations in Zani Kodo necessitates the import of supplies from Uganda, although fuel and some foodstuffs are sourced locally when available. The operations in Katanga source 15% of goods and services from local villages, with the remaining 85% split between the towns of Likasi and Lubumbashi. Villagers provide guard services for the camps, house and office.

Established as a commercial farm in 2012, Mwana's Bindura Estates is located on 200 hectares (ha) of arable land included in the Freda Rebecca lease area. Some 100ha is already being put to use - 60ha is under cultivation while another 40ha is used for ecological and rainfall monitoring. The monitoring programme has been designed to assist in determining appropriate yields per hectare and the optimal model for crop rotation. The intention is for the farm make a positive contribution to the local economy and to food security in the Bindura region.

To date, total investment in this venture is US$1.4m, spent mostly on farm equipment, irrigation, land preparation and renovations to farm buildings. The farm had its second farming season in FY2015. Potatoes, soya beans, maize and market-garden produce such as cabbages, tomatoes and peas have proved to be successful. Everything produced during 2015 has been sold locally, however an export market has been established after year end and horticultural crops will be exported on a weekly basis. The farm is Global Gap accredited and it is now possible to export directly into Europe (but future plans include establishing regional and, possibly, export markets as well as the establishment of livestock farming). Since its establishment, Bindura Estates has provided employment for 50 women. Current employment stands at 93 and further employees are being hired to harvest horticultural produce. A further 150 women will be employed as required. The establishment of a sustainable farming business is aligned with Zimbabwe's macro-economic policy of promoting and supporting farming initiatives that can continue and are able to sustain communities economically once mining operations have ceased.

Artisanal and small-scale mining

Mwana has undertaken studies to better understand the issues of and challenges faced by the small-scale, artisanal miners that are active in the vicinity of some of its operations. This is to aid the development of a strategy to improve the working conditions of these miners and to improve relationships with them. At Zani Kodo in the DRC, PACT, an American NGO, is assisting Mwana with this process.

Mwana has also made progress granting claims on a tributary basis to more than 200 applicants on its ground holdings near the town of Kwe Kwe in Zimbabwe, an area fairly close to Mwana's operating mines in Bindura. There are potential opportunities to assist small-scale miners with the viable exploitation of mineral resources. If realised, these would provide employment and improve the local economy. This exercise is being conducted in conjunction with traditional leaders and the relevant regulatory authorities.

Environmental impacts and mitigation

Mwana strives to limit the impact of its operations on the environment in various ways. These include land rehabilitation, responsible waste disposal, pollution prevention and optimising the use of resources such as water, fuel and electricity. Anticipatory measures are taken to conserve local biodiversity, and to re-establish habitats disrupted by mining activities such as vehicle movement, waste-rock dumps and tailings dams.

Internal and external environmental audits were completed at all but one of our operations. No significant non-compliances were found by Zimbabwe's Environmental Management Authority. The Freda Rebecca mine maintained its ISO 14001 certification for environmental practices. Continued air-quality monitoring indicates that dust generated by mining activities is not at a level that negatively affects the health of employees or the community.

The mine continues to participate in the Association of Mine Managers of Zimbabwe SHE management competitions. Freda Rebecca has been the regional winner since calendar 2011. The mine has also been audited for Recertification of EMS ISO 14001: 2004/Cor 1: 2009 and was recertified in March 2015 after successful closure of the minor non-conformities. The Environmental Management Authority conducts quarterly audits and the mine has been found to be compliant. Key environmental monitoring activities at Freda Rebecca include the soil monitoring exercises, effluent, dust and air emissions. The mine remained compliant to the terms and conditions of all discharge permits and licences. The fall-out dust monitoring system indicated that dust from the operations is restricted to the site of operations at an average deposition rate of 0,144g/m2/day and 0.077g/m2/day, insoluble and soluble matter respectively.

Freda Rebecca also had its environmental management plan implementation audited and was found to be compliant during the current year. The Mine Closure Plan, which is reviewed once every three years, was also reviewed in FY2014 to accommodate all operational changes and to provide a realistic rehabilitation financial provision. As part of an effort to manage the major pollutant at Freda Rebecca - cyanide in tailings - the mine has also begun working towards the International Cyanide Management code of practice certification. A gap analysis in July 2014 and based on this code is currently being addressed to rectify the identified system gaps.

BNC and the Zimbabwean Environmental Management Authority continue to monitor discharges from permitted sources of effluent. Following the restart of operations at BNC in FY2014, work continued in FY2015 on implementing systems to ensure that the Trojan mine obtains its ISO 9001 certification by December 2015.

At Klipspringer, a minor spill occurred when an internal wall was breached. The resulting spillage was contained within the area of the greater slimes dam and the wall repaired.

SEMHKAT's exploration activities were slowed during the year. Under the terms of the joint venture agreement, the joint venture partner, Hailiang, is responsible for rehabilitation. During the exploration phase, SEMHKAT will conduct regular environmental inspections to monitor the environmental impact of the joint venture's operations.

Mwana acknowledges its obligation to rehabilitate mine sites. The Group has in place financial provisions for rehabilitation and closure liabilities associated with the Company's operations in Zimbabwe and South Africa, as prescribed by local laws. These provisions are audited and reviewed annually internally and every three years by independent consultants, as prescribed by regulations.

Anti-corruption measures

The UK Bribery Act of 2010 updated and enhanced existing UK laws relating to bribery and ensured conformity with the requirements of the 1997 OECD Anti-Bribery Convention. As a result, these are now among the strictest laws governing international bribery, prohibiting the active bribing of entities or persons in the context of international business transactions and imposing heightened liability on companies, directors and individuals. Mwana Africa PLC, as a company incorporated and doing business in the UK, supports the law and has implemented procedures to ensure compliance with the Act's requirements for strong, effective anti-bribery policies and systems. Mwana's proactive measures taken to promote a strong business ethic of honesty and integrity, including implementing strict policies and procedures that include obtaining monthly signed declarations of all cash payments in excess of $3,000 made from divisional accountants, assist in mitigating potential corruption. All of Mwana's executives have signed personal commitments to respect the provisions and the intent of the UK Bribery Act of 2010 and best practices.

Supply chain management

Mwana has also been an active participant in and contributor to the ICGLR-OECD UN GoE Joint Forum on Responsible Mineral Supply Chains from Conflict-Affected and High-Risk Areas. The process started in December 2009 with a meeting with the mining sector. The Forum's Gold Supplement provides specific recommendations for gold producers, refiners and exporters to establish controls and transparency in their supply systems to ensure an identifiable chain of custody. The recommendations vary depending on the company's activity within the chain (refining mined gold, original recycled/scrap gold, consolidated recycled/scrap gold, melted recycled/scrap gold and/or mixed gold) because the risks of leakage are related to the specific activities involved. Mwana has regularly reviewed its procedures to ensure its ongoing compliance with these recommendations and best practices.

THIS STRATEGIC REPORT

was approved by the Board on 29 July 2015 and is signed on the members' behalf by:

Governance

Board of directors* at 31 March 2015

*Biographies updated where applicable on 10 June 2015

Kalaa Mpinga* (54)

Chief Executive Officer

Kalaa Mpinga, who is a citizen of the DRC, has held a number of senior positions in different locations around the world. His career has included working for Bechtel Corporation in San Francisco and Anglo American Corporation of South Africa from 1991. In 1995 he joined the New Mining Division, the division responsible for exploration and the acquisition of resources in Africa. He was appointed a Director of Anglo American Corporation in 1997, leaving in December 2001 to pursue business opportunities in mining. He founded Mwana Africa Holdings (Proprietary) Limited, the forerunner of Mwana Africa, in 2003. He is also a Non-executive Director of Group Five Limited, a South African leasing, engineering and construction company.

* Kalaa Mpinga departed from Mwana on 10 June 2015.

Yim Kwan (60)

Finance Director

Yim Kwan joined Mwana Africa Plc as Finance Director in October 2013. Prior to that, Yim held a number of directorships and corporate governance roles, including Director and Audit Committee Chair of Kam & Ronson Media Group as well as CFO and director of MBMI Resources Inc., both TSX-V listed companies.

An accomplished and certified accounting, audit and tax specialist, Yim has over 15 years of experience gained in executive management positions in accounting firms, private companies and public corporations in Canada, Hong Kong, Africa and the United Kingdom, bringing a multi-cultural dimension to the Company. He has a breadth of professional qualifications including CA, CPA and a Bachelor in Business Administration earned in universities in Canada and the United States. Yim has played key roles in a number of major Mergers & Acquisition transactions, providing valuable corporate advisory services on international tax planning and compliance. With his extensive exposure in multi-national business environments, and in-depth knowledge in foreign exchange risk management and hedging strategy implementation, Yim will play a central role in developing the Company's plans for future growth.

Stuart Morris* (69)

Interim Non-executive Chairman

Stuart Morris was appointed to the Board in December 2005. He became a partner of KPMG South Africa in 1976, later becoming senior partner and a member of the KPMG International executive and Board. He was Chairman of the South African Institute of Chartered Accountants Ethics Committee; President of the Johannesburg Chamber of Commerce and Industry; a public investment commissioner; and a council member of Witwatersrand University. From 1999 until 2004, when he retired, Stuart was Group Financial Director of Nedbank Group Limited. He is currently an independent Non-executive Chairman and Director, including Chairman of the Audit, Risk and Nomination Committees, of several other listed and unlisted entities.

* Stuart Morris resigned from the Board and as Interim Non-executive Chairman on 5 June 2015.

Yat Hoi Ning* (59)

Non-executive Director

Yat Hoi Ning joined the Board in June 2012. He is the Chairman of Hoi Mor Industrial (Group) Limited, China International Mining Group Corporation, Hong Kong Mining Exchange Company Limited and MBMI Resources Inc. Yat Hoi Ning also sat as the Vice Chairman of China Non-ferrous Metals Council. He has more than 20 years' experience in the trading, investing and managing of non-ferrous and precious metals businesses.

He is the founder of a number of mining companies including Congo International Mining Corporation SARL, African PGM Processing SARL and Fareast Nickel Mining Corporation.

* Yat Hoi Ning was appointed Chairman on 8 June 2015, and confirmed by the Board as Executive Chairman on 9 June 2015, and is a new member of the Remuneration and Nomination Committee.

Yuan Ching Hu (41)

Non-executive Director

Yuan Ching Hu joined the Board in July 2012. He was born in 1974 in Taipei, Taiwan. He studied Architecture and Environment Design, graduating from Taiwan Shu Te University in 2000. He also has a Fiduciary Broker Licence, a Marketing Immovable Property Licence and is a qualified professional financial supervisor.

Between 2001 and 2006 he was General Manager of Taiwan A-Life Company, where he was made an Executive Director in 2005 and in 2006 he established Taiyou Investment Company Limited in Hong Kong.

Johan Botha* (66)

Non-executive Director

Johan Botha joined the Board in January 2012. Johan is a South African citizen with over 40 years' experience in the African mining sector, 26 years of which were spent working across AngloGold's portfolio, as well as working as manager in the Technical Development Division. Since leaving Anglo, Johan has assisted and managed in the development and bringing into production of a number of mines, working for BHP and Randgold. In more recent years, Johan was the Vice President for Gold Fields Ghana Limited and then joined Banro to initiate the build of the Twangiza mine in the DRC. At 31 March 2015, he was Chairman of the Remuneration Committee and of the Technical Committee.

* Johan Botha resigned from the Mwana Board on 5 June 2015.

Ngoni Kudenga* (62)

Non-executive Director and Chairman of the Audit Committee

Ngoni Kudenga is a Chartered Accountant. He holds a Bachelor of Accountancy degree from the University of Zimbabwe and is a Fellow Member of the Chartered Institute of Management Accountants and Institute of Certified Tax Accountants of Zimbabwe. He is also a member of the Association of Certified Fraud Examiners. Ngoni is founder and Managing Partner of BDO Zimbabwe Chartered Accountants. He has been in practice for over 32 years and is a past President of the Institute of Chartered Accountants of Zimbabwe. He serves on a number of boards of listed and private companies. He regularly acts on behalf of the Reserve Bank of Zimbabwe as a curator in the financial sector and as an auditor for various ministries.

*Ngoni Kudenga was voted off the Mwana Board on 9 June 2015 at an extraordinary general meeting.

Herbert Mashanyare* (61)

Non-executive Director

Herbert Mashanyare is a chemical engineer and member of the Institute of Materials, Minerals and Mining, with over 30 years' experience in the mining industry. He currently acts as a consultant to Mimosa Mining Company, where he was previously Executive Director. He has extensive project development and operational experience in concentrators, smelting and foundries having previously worked at Zimasco, Rio Tinto Zimbabwe and the Institute of Mining Research.

*Herbert Mashanyare was voted off the Mwana Board on 9 June 2015 at an extraordinary general meeting.

Directors appointed as a result of the extraordinary general meeting held on 9 June 2015:

MARK WELLESLEY-WOOD (63)

Non-executive Director

Mark is a mining engineer and Fellow of the Institute of Materials, Minerals and Mining, with over 40 years' experience in the mining industry and investment banking. Until recently Mark was a Director of Investec Investment Banking and Securities in London, prior to which he was Head of Corporate Finance at Ambrian Partners. He has also previously worked at the former Dresdner Kleinwort Benson as the Global Sector Head for Mining. He has been closely involved in mining activities in Africa, having started his career on the Zambian copper-belt and has since held the positions of Executive Chairman and CEO of DRDGOLD Limited. Mark is currently Non-executive Chairman of Alecto Minerals plc and Tri-Star Resources plc. Previous directorships include: CEO of Metallon Gold Limited (Redwing Mining) in Zimbabwe; a NED on Oxus Gold at the time of its IPO; Non-executive Chairman of Mwana Africa and Executive Chairman of UK tin miner Geevor Limited.

Mr Wellesley-Wood has been appointed as the new Chair of the Remuneration and Nominations Committee and as a member of the Audit Committee.

SCOTT DOUGLAS MORRISON (59)

Senior Independent Non-executive Director

Scott has a BSc (Geology) and a PhD (Metallurgical Engineering) and over 35 years' experience in the mining, extractive metallurgy, and manufacturing sectors. Much of his career has involved leadership positions with staff complements of between 50 to 5,000 people. He is currently a board member and retained advisor to the management of Metalor Technologies International SA, a world leader in the refining of precious metals and the manufacture of a variety of value-added products. He served as Chairman of the board between 2013 and 2015 and as CEO from 2004 to 2013. He spent 20 years with SGS SA, the world leader in inspection testing and verification, and has had country and mineral/metals sectoral leadership assignments in the USA, Canada, Peru, Bolivia and Ghana. He has in-depth experience in leading multi-cultural international organisations.

Scott Morrison was appointed Senior Independent Non-executive Director on 10 June 2015, and a member of the Remuneration and Nomination, Audit, Corporate Social Responsibility and Health and Safety Committees.

ANNE-MARIE CHIDZERO (55)

Non-executive Director

Anne-Marie has over 20 years' experience in finance and private sector development throughout Africa, including with the World Bank. She has worked on advancing financial access for the world's poor, and has led numerous strategy assignments for a range of clients. In 1997 she joined ICC, a southern African management consulting firm, with the World Bank among her clients. She was Africa Regional Advisor for a United Nations Capital Development Fund unit for five years. She joined the FinMark Trust in 2001 and also worked for the UK Department for International Development on pro-poor financial sector development. She joined the AfriCap Microfinance Investment Company board in 2004, taking the Chair in 2006, and oversaw its recapitalisation from a $13m fund to a $42m company. She was appointed CEO in 2011. Ms Chidzero has been a member of the Investment and Advisory Committees of the Africa Enterprise Challenge Fund since 2010 and she chairs New Faces New Voices, a pan-African network of women in finance. She is currently managing a financial access project in Mozambique, and is involved in a number of initiatives related to agricultural finance, women and Africa.

Ms Chidzero has been appointed as chair of the Corporate Social Responsibility and Health and Safety Committee.

OLIVIER BARBEAU (41)

Non-executive Director

Olivier is registered as a Chartered Accountant in South Africa and Mauritius, and has extensive advisory and corporate finance experience. He is the Managing Director of Moore Stephens in Johannesburg, and a member of the National Executive Committee. His experience in the mining sector has seen him initiate, develop and implement merger and acquisition transactions for both listed and unlisted companies. Due to his Mauritian interests, he has been well-equipped to advise several multinational businesses on their offshore structures and strategies. Previous executive positions include Chief Operating Officer of BDO South Africa, as well as Managing Partner of Moore Stephens South African office. Olivier is a member of the Institute of Directors, as well as a fellow of the Mauritius Institute of Directors.

Mr Barbeau has been appointed as the new chair of the Audit Committee and a member of the Corporate Social Responsibility and Health and Safety Committee.

DIRECTORS' report 

The Directors present their report and financial statements for the year ended 31 March 2015.

Principal activities

The Group's main activities are exploration, development and production of gold, nickel, copper and diamonds. Further information concerning the activities of the Group and its future prospects are contained in the Chairman's Letter and Report on pages 9 to 13 and the Review of operations and exploration on pages 18 to 24.

Business review

The Group profit before tax was $14.9m (2014: $43.9m). The profit for the year attributable to shareholders of the parent Company was $3.6m (2014: $36.6m). The Directors do not recommend the payment of a dividend on ordinary shares, as was the case in the previous financial year too. As required by the Companies Act 2006, the Company must provide a fair review of the development and performance of the Group during the year ended 31 March 2015, its financial position at the end of the year and likely future developments in the Group's business. The information which satisfies these requirements is to be found in the Chairman's Letter and Report on pages 9 to 13, the Review of operations and exploration on pages 18 to 24, and the Financial Review on pages 14 to 17.

Principal risks and uncertainties

The principal risks and uncertainties to which the Group is exposed relate to changes in the market prices of gold and nickel, resource and reserves risk, processing risk, environmental risk, mining and operating risk, energy risk, financing risk and political risk.

Metal price risk

Fluctuations in metal prices can clearly affect the profitability of mining operations. The Group seeks to protect itself from adverse fluctuations by investing in projects which can operate economically in lower metal price environments and by controlling operating costs. The Group used no financial instruments or hedging products to fix metal prices in FY2015, though the Directors have the power to do so should they feel it appropriate.

The impact of the metal prices on the performance of the period is assessed in note 34.

Resource and Reserve risk

There is a risk that estimates of Mineral Resources and Reserves overstate their economic potential. This uncertainty could give rise to a situation where a mine is, or becomes, commercially unviable.

The Group manages risk by ensuring that all Mineral Resource and Reserve estimates are calculated by reference to internationally-accepted standards (in this case The Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves; 'JORC').

In addition all Mineral Resource estimates published by the Group are signed off by an independent qualified person, Dr Charl du Plessis. Dr du Plessis resigned during May 2015. Dr Colin Porter has been appointed as his replacement as the independent qualified person for its gold projects, and Ms. Gayle Hanssen has been appointed as Mwana's independent qualified person for its copper projects.

The information presented here that relates to Mineral Resources of the Kodo, Badolite, Zani Central and Lelumodi deposits is based on information compiled by Dr Colin Porter, who is a full time employee of Mwana Africa, has a PhD in geology, is a Member of the Australasian Institute of Mining and Metallurgy (AusIMM), and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012)'.

The information presented here that relates to Mineral Resources of the Kibolwe deposit is based on information compiled by Gayle Hanssen, who is a Director and Geological Consultant with Digital Mining Services (pvt) Ltd., has a BSc (Hons) in geology, is a Registered Professional Natural Scientist ( Pr. Sci. Nat ) with the South African Council for Professional Natural Scientific Professions (SACNASP), and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity they are undertaking to qualify as Competent Persons as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012)'. The Competent Persons consent to the inclusion in this report of the matters based on the information in the form and context in which it appears.

Information about the Resources and Reserves is included in the Review of operations and exploration on pages 18 to 24.

Processing risk

There is a risk that the processing of ore to recover metal fails to deliver recoveries expected and this may have the effect of reducing projected profitability. All of the Group's existing mining operations have a long history of economic production and the processing techniques used are well understood. When the Group invests in new projects the metallurgical processes are thoroughly tested and reviewed by independent consultants before any investment is made.

Environmental risk

Exploration and development of a project can be adversely affected by environmental legislation and the unforeseen results of environmental studies carried out during evaluation of a project. Once a project is in production unforeseen events can give rise to environmental liabilities and/or temporary closure of mining operations.

The Group takes every care to comply with environmental legislation in the countries in which it operates and designs its training and procedures to minimise the environmental impact of operations.

The impact of the existing environmental obligations on the financial statements is disclosed in note 29. The details of the mitigating actions undertaken by the Group during the period are disclosed in Environmental impacts and mitigation in the Overview of social and environmental responsibility section on pages 24 to 29.

Mining and operating risk

Mining is an inherently risky activity and can involve ground instability, failure of machinery and human error. The Group makes every effort to ensure that these risks are minimised by ensuring that mining operations are professional, that a high level of workforce training and education is maintained and by prompt reporting of incidents to management.

Information about the health and safety framework at Freda Rebecca and BNC is included in the Overview of social and environmental responsibility on pages 24 to 29.

Energy risk

In light of the problems experienced by the two main energy suppliers to the Mwana operations in Zimbabwe and South Africa respectively, namely the Zimbabwe Energy Supply Authority (ZESA) and the South African Electricity Supply Commission (ESKOM), there is an inherent risk related to the consistency of supply of energy the mines, and the volatility of the price charged. The Group makes every effort to ensure that this risk is mitigated by investigating the option of its operations generating their own energy in-house, rather than purchasing energy in Zimbabwe and South Africa.

Financing risk

Mining is a capital-intensive business and there is a risk that if finance is not available for the development or further exploration of a project then the value of the project may not be realised. Mwana's financing risk is linked to the availability of funding in the capital and debt markets which are impacted by perceptions of commodity and country risks. Mwana seeks to mitigate its financing risk by diversifying its sources of finance for the development of its projects.

Political risk

There are political risks impacting the Group's operations in Africa, including indigenisation regulations in Zimbabwe. Details of this risk and the actions undertaken to mitigate it are detailed below.

ZIMBABWEAN INDIGENISATION

In 2007, the Zimbabwean Government published the Indigenisation and Economic Empowerment Act which made provision for the indigenisation of up to 51% of all foreign owned businesses operating in Zimbabwe. Regulations in support of the Indigenisation Act were published in February 2010 in preparation for the implementation of the Act.

On 25 March 2011 the Minister of Youth Development, Indigenisation and Empowerment published a notice in the government gazette promulgating the Indigenisation and Economic Empowerment (General) Regulations in statutory instrument 21 of 2010. The document sets out the requirements for the implementation of the Indigenisation Act and its supporting regulations as they pertain to the mining sector. These regulations include the requirement to sell a sufficient shareholding so that 51% or a controlling interest is owned by indigenous Zimbabweans, and/or provides for foreign investors to earn indigenisation credits to meet the ownership requirements.

During the year ended 31 March 2013, Mwana disposed of 15% of Freda Rebecca to an indigenous Zimbabwean.

A community trust was established in the year ended 31 March 2013 and discussions continue with this trust about a disposal of some shareholding in Freda Rebecca to this trust. Furthermore, discussions are continuing with the Zimbabwean Government to determine any further impact on Mwana's shareholding in its Zimbabwean assets.

The Board has considered the impact of the uncertainties stemming from indigenisation risk on the financial statements as disclosed in note 3 regarding the basis of preparation of the financial statements and in the note 22 regarding investments.

KEY PERFORMANCE INDICATORS

Management monitors the Group's liquidity requirement on a weekly basis. Financial and operational performance is measured regularly and operational updates are published quarterly.

Key performance indicators are specific to each area of the business:

Freda Rebecca

Key performance indicators include tonnes mined and processed, grade of material delivered to plant, gold recovery, operating costs per ounce produced, ounces of gold produced, financial performance and management of assets, health, safety and environmental incidents including lost-time events due to injury. Refer to the Review of operations and exploration on pages 18 to 24.

Bindura Nickel

Key performance indicators in respect of the Trojan Mine include tonnes mined and processed, grade of nickel delivered to the plant, nickel recovery, operating costs per lb, tonnes of nickel in concentrate within specifications, both in % MgO and moisture content. Other measures considered are financial performance and management of assets, health, safety and environmental incidents including lost time events due to injury. The remainder of the BNC operations remain on care and maintenance, and the key performance areas include maintenance and the operating integrity of all the assets and the financial performance against the care and maintenance budget. Refer to the Review of operations and exploration on pages 18 to 24.

Exploration projects

Key performance indicators include the addition of resource ounces in the case of Zani Kodo and the identification of drill targets at Semhkat. Refer to the Review of operations and exploration on pages 18 to 24.

CHANGES IN SHARE CAPITAL

Details of changes in the share capital during the year are set out in note 27 to the financial statements.

CREDITOR PAYMENT POLICY

Each operating company in the Group is responsible for agreeing the terms of transactions, including payment terms, with suppliers and, provided that suppliers perform in accordance with the agreed terms, it is the Group's policy that payment is made accordingly. Trade creditors of the Group at 31 March 2015 represented 61 days (2014: 61 days) of annual purchases, including capital expenditure.

Subsequent events

The post balance sheet events are described in note 36 to the financial statements.

Directors

The Directors of the Company as at 31 March 2015 were as follows:

Kalaa Mpinga departed from Mwana on 10 June 2015 with immediate effect.

Stuart Morris and Johan Botha resigned as Non-executive Directors of the company on 5 June 2015. Subsequently, Yat Hoi Ning was appointed as Chairman on 10 June 2015. Mr Ning was later confirmed as Executive Chairman by The Board of Directors at a meeting held on 9 June 2015.

Ngoni Kudenga and Herbert Mashanyare were appointed as Non-executive Directors after the last annual general meeting and were removed as Directors of the Company on 9 June 2015.

Yuan Ching Hu is retiring by rotation and being eligible, offers himself for re-election as a Non-executive Director at the upcoming annual general meeting of the Company.

Mark Wellesley-Wood, Scott Morrison, Anne-Marie Chidzero and Olivier Barbeau were appointed as Non-executive Directors of the Company on 9 June 2015 at the extraordinary general meeting. Scott Morrison was later confirmed as senior independent non-executive director.

The interests of the Non-executive and Executive Directors and their remuneration are described in the Directors' Remuneration Report on pages 38 to 43.

holdings

The share register records that the following shareholders held 3% or more of the issued share capital of the Company at 19 June 2015:

* Held through the following holders: Hong Kong Hongan International Investment Company Limited, Feng Luming, Zhu Aihua, Rich Pro Investments Limited, HSBC Client Holdings Nominee (UK) Limited (see below)

** Excludes 22,383,497 shares held on behalf of Zhejiang Hailiang Company Limited

International financial reporting standards

The Group has prepared its consolidated accounts for the year ended 31 March 2015 in accordance with International Financial Reporting Standards (IFRSs) as endorsed by the European Union.

Directors' and officers' liability insurance

The Company has purchased directors' and officers' liability insurance which remains in place at the date of this report.

Political contributions and charitable donations

Total contributions of $128,483 (2014: $113,512) were made during the year, $nil (2014: $58,914) as political contributions and $128,483 (2014: $54,599) as charitable donations.

Disclosure of information to auditors

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditors are unaware; and each Director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

In accordance with Section 418 of the Companies Act 2006, a resolution to appoint KPMG LLP as auditors of the Company is to be proposed at the forthcoming annual general meeting.

By order of the Board:

Amilha Young

Company Secretary

29 July 2015

DIRECTOR's REMUNERATION REPORT

Remuneration Committee

The Remuneration Committee reviews the performance of the executive directors and sets and reviews the scale, structure and basis of their remuneration and the terms of their service agreements, paying due regard to the interests of shareholders as a whole and the performance of the Company.

In determining the remuneration of executive directors, the Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The Remuneration Committee also makes recommendations to the Board concerning the allocation of share options to employees. No director is permitted to participate in discussions or decisions concerning his own remuneration.

During the current year the Committee comprised non-executive Directors Johan Botha (Chairman) and Stuart Morris. The new chair of the Remuneration Committee following the updates to the Board is non-executive Director Mark Wellesley-Wood, with Scott Morrison as a non-executive member. Executive Chairman, Yat Hoi Ning, also serves on the Remuneration Committee.

Remuneration policy

The policy on directors' remuneration is that the overall remuneration package should be sufficiently competitive to attract and retain individuals of a quality capable of achieving the Group's objectives.

The remuneration policy is designed such that individuals are remunerated on a basis that is appropriate to their position, experience and value to the Company.

The Remuneration Committee determines the contract terms, basic salary and other remuneration for each of the executive directors, including performance related share options, bonuses, pension rights and any compensation payments.

Executive remuneration package

The details of individual components of the remuneration package and service and employment contracts are discussed below.

Basic salary and benefits

The policy is to review salary and benefits annually against competitive market data and analysis, and adjust accordingly.

Bonus scheme

There is no formal bonus scheme in place. Bonus awards in respect of the year ended 31 March 2015 are set out in this report.

Share options

The Company had outstanding options under an unapproved Share Option Scheme adopted in 1997 (1997 Scheme) and has options outstanding under a new scheme which was approved by shareholders at the Company's annual general meeting on 31 July 2007 (2007 Scheme). Details of option awards made under these schemes are detailed in note 33.

1997 Scheme

Under the 1997 Scheme unapproved share options were granted to directors and employees by the Board. The Company's policy on the granting of share options is to make such awards that are necessary to recruit and retain executives.

The Company has operated this scheme since 1997 where options were granted to any employee, officer or director of the Company or any subsidiary of the Company. The limit for options granted under this scheme was not to exceed 15% of the number of issued ordinary shares from time to time.

The Board granted options at its discretion. The subscription price was fixed by the Board at the price per share on the dealing day preceding the date of grant.

These options vest immediately and may be exercised at any time within a seven-year period from the date of the grant, unless the Board determines otherwise. The options lapse if not exercised by the seventh anniversary of the grant. It was the Board's policy to spread the vesting period for options granted to employees over two to three years.

Unless the Board agrees otherwise, the right to exercise an option terminates on the holder ceasing to be a participant, subject to certain exceptions, which broadly apply in the event of death of the option holder or where the option holder ceases to be a participant due to retirement, ill health, accident or redundancy. In such a case, the option may be exercised within six months of such event provided such exercise will take place within seven years of the original date of grant.

At the date of this report, all of the options issued under the 1997 Scheme had expired.

2007 Scheme

The 2007 Scheme allows for awards of both tax approved options (approved options) to be made to employees resident in the United Kingdom and unapproved options (unapproved options), to be made to both resident and non-resident employees. The Company's policy on the granting of share options is to make such awards that are necessary to recruit and retain executives. Details of option awards made under this scheme are detailed in note 33.

The Company has operated this scheme since December 2007 where options may be granted to full-time employees and directors of the Company or any subsidiary of the Company. The overall limit for options granted under this scheme and any other employees' share scheme adopted by the Company is, in any rolling 10-year period, 10% of the issued ordinary share capital (including treasury shares) of the Company for the time being plus 8,100,000 ordinary shares. There is an individual limit of a maximum of ordinary shares to the value of £30,000 in respect of approved options.

Options may be granted when the Remuneration Committee determines, within 42 days of the announcement by the Company of its full or interim results. Options may be granted outside the 42-day period if the Remuneration Committee considers there to be exceptional circumstances. Options must be granted subject to performance conditions being satisfied. The performance conditions must be objective and, save where the Remuneration Committee determines there to be exceptional circumstances, the performance conditions must relate to the overall financial performance of the Company or the market value of ordinary shares over a period of at least three years. The performance conditions can be waived or amended by the Remuneration Committee if it determines that a change of circumstances means that the performance conditions cannot reasonably be met. No consideration is payable on the grant of an option and no option may be granted after 31 July 2017.

The Remuneration Committee determines the exercise price before the options are granted which cannot be less than the market value of the shares on the date of grant.

The options can be exercised only on or after the third anniversary of the date of grant provided the performance conditions have been satisfied or waived by the Remuneration Committee. The options lapse if not exercised by the 10th anniversary of the grant.

These options lapse when the option holder ceases to be an eligible employee. In the case of death, a participant's personal representatives may exercise his/her options within 12 months after the date of death. Where an option holder ceases to be an employee by reason of injury, disability, redundancy, the Company that employs the option holder ceasing to be a subsidiary of the Company, retirement, pregnancy or in any other circumstances determined by the Remuneration Committee, the options may be exercised within six months of the termination of employment or such longer period as may be determined by the Remuneration Committee.

Share incentives

The Share Incentive Scheme was approved by shareholders at the Company's annual general meeting on 31 July 2007. The Share Incentive Scheme is designed to complement the Share Option Scheme to facilitate awards to selected executives and managers. The Share Incentive Scheme permits the award of any one or a combination of the following incentives:

• the sale of ordinary shares on deferred payment terms;

• share awards as part of a bonus scheme by way of nil cost options in consideration of cash bonuses forgone on terms that would be determined by the Remuneration Committee of the Company; and

• the issue of share appreciation rights either by the Company or EBT (as defined below).

The Company has also adopted an Employees' Benefit Trust (EBT) which will operate in conjunction with the Share Option Scheme and Share Incentive Scheme. The EBT has not yet been utilised for this purpose and there have been no awards under the Share Incentive Scheme since it was approved by shareholders.

Pensions

The Company does not operate a pension scheme for executive directors but does, according to the director's preference, contribute to the personal pension plan of each executive director, or pays cash in lieu of such contributions up to a specified maximum of 12.5% of salary. No pension contributions are made in respect of non-executive directors.

Fees

The fees for non-executive directors are determined by the Board, having taken independent expert advice on appropriate levels, and are reviewed on an annual basis.

Service contracts

The service and employment contracts of the executive directors are not of a fixed duration and therefore have no unexpired terms, but continuation in office as a director is subject to re-election by shareholders as required under the Company's Articles of Association. The Company's policy is for executive directors to have service and employment contracts with provision for termination of no longer than 12 months' notice.

The non-executive directors do not have service contracts. Letters of appointment provide for termination of the appointment with up to three months' notice by either party.

Details of the contracts or appointment dates of the Directors who were in office during the current year are as follows:

Directors' remuneration

Details of the remuneration of the Directors who were in office during the current and/or prior years are as follows:

1 No bonuses were awarded to any directors in respect of the year ended 31 March 2015

 2 Mr Mpinga departed from the Company on 10 June 2015

3 Mr Morris and Mr Botha resigned from the Board on 5 June 2015

4 Salary for Mr Kwan was increased with effect from 1 July 2014

 5 Mr Mashanyare and Mr Kudenga were appointed directors on 9 December 2014 and retired from the Board on 10 June 2015

6 The fees payable to Mr Morris, Mr Botha, Mr Ning and Mr Hu were changed with effect from 1 April 2014

7 These individuals did not serve as directors during the current financial year

8 Benefits in kind relate to medical insurance and pension contributions for Mr Kwan and medical insurance, pension contributions and security services for Mr Mpinga

Contributions in lieu of directors' pensions were as follows:

¹ This individual did not serve as a director during the current financial year

Directors' share interests

Details of the share interests or beneficial interests of the Directors who were in office during the current year or prior year are as follows:

¹ Mr Mpinga controls the voting rights in Palanka Trust

² Related to Mr Mpinga

³ In addition to the shares in Mwana Africa PLC, Mr Mpinga also holds 666,667 shares in BNC. This equates to 0.06% in BNC

⁴ Includes 299,424,282 shares held by China International Mining Group Corporation, a company in which Mr Ning has an interest

⁵ Held through Mr Baring's personal pension fund

⁶ Includes 454,545 shares held by Sapiensa SARL, a company in which Mr Denis has an interest

⁷ These individuals did not serve as directors during the current financial year

Directors' share options

Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the Company granted to or held by the Directors. Details of the interests in shares held under option of the Directors in office during the current and/or prior years are shown below:

1 Exercise price is the weighted average of all share options held based on the price at the grant date

2 Presented from the date of appointment as a Director

3 These individuals did not serve as directors during the current financial year - The options are still held by these previous directors

No share options were exercised during the current or prior year.

The intrinsic values of all options which have vested during the year were nil (2014: Nil).

No options have been awarded to Directors between the year end and the signing of these accounts.

The market price of the Company's shares on 31 March 2015 was 1.8 pence (2014: 1.5 pence) per ordinary share and the highest and lowest share prices during the year were 4.09 pence (2014: 4.65 pence) and 1.15 pence (2014: 1.1 pence) respectively.

The agreements covering directors' options are available for inspection at the Company's registered office: 1 Catherine Place, London, SW1E 6DX. The Company's register of Directors' interests (which is also open to inspection) contains full details of the Directors' shareholdings and options to subscribe.

Signed on behalf of the Board by:

YIM KWAN

Finance Director

29 July 2015

STATEMENT OF DIRECTORS' RESPONSIBILITIES

To the shareholders of Mwana Africa PLC

The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare Group and parent Company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in accordance with IFRSs as endorsed by the EU and applicable law and have elected to prepare the parent Company financial statements on the same basis.

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent Company and of their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRSs as endorsed by the EU; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Copies of the annual accounts for the year ended 31 March 2015 will be sent to shareholders shortly and will be available from the Company's office at 1 Catherine Place, London, SW 1E 6DX, United Kingdom, and at the Company's website www.mwanaafrica.com.

On behalf of the Board:

YIM KWAN

Finance Director

29 July 2015

Statement of corporate governance

The directors support the principles of good corporate governance. While not mandatory for an AIM company, the directors have implemented, where practical for a company of this size and nature, certain provisions of the principles of good governance and code of best practices set out in the UK Corporate Governance Code. The disclosures presented herein are limited and are not intended to constitute a corporate governance statement as prescribed by the Disclosures and Transparency Rules or the Companies Act.

The Board has also considered the guidance published by the Financial Reporting Council concerning the internal control requirements of the UK Corporate Governance Code, in line with the Turnbull Report. The Board regularly reviews key business risks, via a number of properly constituted committees, in addition to the financial risks facing the Group in the operations of the business.

The Board

The Board meets at least quarterly throughout the year. The Board is responsible for formulating, reviewing and approving the Group's strategy, planning, budgets, acquisitions, risk, and environmental management.

During their tenure, Non-executive Directors Mr SG Morris, Mr Johan Botha, Mr N Kudenga and Mr Herbert Mashanyare were considered by the Board to be independent of management and free from any business or other relationship which could materially affect the exercise of their independent judgement. Since their appointment Dr Scott Morrison, Ms Anne-Marie Chidzero, and Messrs Mark-Wellesley Wood and Olivier Barbeau have been considered by the Board to be independent of management and free from any business or other relationship which could materially affect the exercise of their independent judgement. Messrs Yat Hoi Ning and YC Hu have an interest in the Group's largest shareholder China International Mining Group Corporation.

Directors have the facility to take external independent advice in furtherance of their duties at the Group's expense and have access to the services of the Company secretary.

The Board delegates certain of its responsibilities to the Audit, Remuneration, Nomination, Corporate Social Responsibility and Health and Safety, and Technical Committees under clearly defined terms of reference. Note that the Technical Committee has been replaced by the Corporate Social Responsibility and Health and Safety Committee after year end, as the Board has the intention of establishing a technical services company to attend to this aspect of the Board responsibilities.

Audit Committee

The Audit Committee meets at least twice during the year and is responsible for ensuring that the financial performance of the Company is properly reported on and monitored, and for meeting the auditors and reviewing the auditors' reports relating to the accounts. The Committee also recommends the appointment of, and reviews the fees of, the external auditors. It meets once a year with the auditors without executive Board members present. As at 31 March 2015, the Audit Committee comprised two Non-executive Directors, Mr SG Morris (Chairman) and Mr N Kudenga. Mr Morris retired from the Board on 5 June 2015 and Mr Kudenga was removed from the Board on 9 June 2015 following a resolution at the extraordinary general meeting.

The new Non-executive Chair of the Audit Committee following the updates to the Board is Mr Olivier Barbeau and its new members are Non-executive Directors Dr Scott Morrison and Mr Wellesley-Wood. The Finance Director of the Company may be included by invitation only.

Remuneration Committee

The Remuneration Committee meets at least twice per year. It reviews the performance of the executive directors and sets and reviews the scale, structure and basis of their remuneration and the terms of their service agreements paying due regard to the interest of shareholders as a whole and the performance of the Company. The Remuneration Committee as at 31 March 2015 comprised two Non-executive Directors, Mr Johan Botha (Chairman) and Mr SG Morris. Both Messrs Botha and Morris retired from the Board after year end. The Directors' Remuneration Report appears on pages 38 to 43.

The new Non-executive Chair of the Remuneration Committee, following the updates to the Board, is Mr Mark Wellesley-Wood. Its new members are Non-executive Director Dr Scott Morrison and Executive Chairman Mr Yat Hoi Ning.

Nomination Committee

The role of the Nomination Committee is to recommend any new appointment of directors to the Board, based on the merits of the candidates and the relevance of their background and experience. It periodically reviews the structure, size and composition of the Board.

The Committee comprises at least three members, two of whom shall be non-executive directors. As at 31 March 2015, the Committee was chaired by the Chairman of the Board, Mr SG Morris, with Mr Johan Botha as the other Non-executive member and Mr KK Mpinga was also a member.

The Nomination Committee met twice during the year. The appointments of Mr N Kudenga and Mr Herbert Mashanyare as Non-executive Directors were considered and approved by the full Board, and they were therefore members of this Committee as at 31 March 2015. Both Messrs Kudenga and Mashanyare were removed from the Board on 9 June 2015 as the result of a resolution at the extraordinary general meeting.

The new Non-executive Chair of the Nomination Committee following the updates to the Board is Mr Mark Wellesley-Wood. Its new members include Non-executive Director Dr Scott Morrison and Executive Chairman Mr Yat Hoi Ning.

TECHNICAL Committee

The role of the Technical Committee is to review budgets and to make recommendations to the Board on the technical aspects of the various projects in which the Company has an interest.

The Committee comprises at least three members, two of whom shall be non-executive directors. As at 31 March 2015, the Committee was chaired by Mr Johan Botha and Mr Herbert Mashanyare is the other Non-executive member of the Committee. The Committee may invite other individuals to attend and has done so. The Technical Committee was established in March 2015 and has met twice since then.

The Technical Committee has been disbanded subsequent to the extraordinary general meeting.

CORPorate social responsibility and health and safety Committee

This is a new Committee established subsequently to the extraordinary general meeting. The role of the Corporate Social Responsibility and Health and Safety Committee is firstly, to review corporate social responsibility projects and budgets, and to make recommendations to the Board on the aspects of the various projects in which the Company has an interest. Secondly, it is the Committee's responsibility to ensure that health and safety objectives are set and met by the Company as well as those of the various projects in which the Company has an interest.

The Committee comprises at least three members, all of whom shall be Non-executive directors. The Committee will be chaired by Non-executive Director Ms Anne-Marie Chidzero and its members will be Mr Olivier Barbeau and Dr Scott Morrison. The Committee may invite other individuals to attend and has done so.

Internal controls

The directors have overall responsibility for the Group's internal control effectiveness in safeguarding the assets of the Group. Internal control systems are designed to identify and mitigate the particular type of business, operational and safety risks to which the Group is exposed. Internal controls can only provide a reasonable, but not absolute assurance against material misstatements or loss.

The Board reviews the effectiveness of the internal controls through the Audit Committee and through executive management reporting to the Board. Business plans, budgets and authorisation limits for the approval of significant expenditure, including investments are appraised and approved by the Board. The Board also seeks to ensure that there is a proper organisational and management structure with clear responsibilities and accountability.

It is the Board's policy to ensure that the management structure and the quality and integrity of the personnel are compatible with the requirements of the Group.

The Company complies with rule 21 of the AIM Rules for Companies regarding dealings in the Company's shares and has adopted a share dealing code to ensure compliance by the directors and applicable employees.

Shareholder relationships

During the year the Executive Directors met frequently with shareholders and the investment community. This included formal road shows and presentations, one-to-one meetings, analysts meetings and press interviews. The Chief Executive Officer and Finance Director regularly brief the Board on these contacts and relay the views expressed.

Anti-Bribery and Corruption

Following introduction of the UK Anti-Bribery & Corruption Act, the Board introduced a Group policy in relation thereto. The Board takes a zero tolerance approach to bribery and corruption and will uphold all laws relevant to countering bribery and corruption in all jurisdictions in which the Group operates. The Board expect the highest standard of personal and professional behaviour from all employees within the Group and from external contractors and third parties working or performing services on behalf of the Group. The Board will not tolerate any incidence of bribery and will take action against anyone employed within the Group, or associated with the Group, who commits bribery.

The Group's policy on bribery and corruption has been communicated to all employees and contractors.

The Board has delegated oversight of the policy to the Audit Committee and has appointed the Finance Director to act as the Group's anti-bribery compliance officer.

The Group regularly monitors and investigates all allegations of fraud and bribery and corruption and reports on all issues arising to the Board.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MWANA AFRICA PLC

We have audited the financial statements of Mwana Africa PLC for the year ended 31 March 2015 set out on pages 50 to 98. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditor

As explained more fully in the Statement of directors' responsibilities set out on page 44, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 March 2015 and of the Group's profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;

• the parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Emphasis of matter - going CONCERN

In determining the form of our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 3 to the financial statements concerning the Group's and the Company's ability to continue as a going concern, in particular the substantial achievement of forecasts in the light of uncertainties linked to commodity market conditions and political and indigenisation risks in Zimbabwe, together with the uncertainties surrounding the re-start of the smelter at BNC and the renewal of sufficient overdraft facilities to continue planned activities. These conditions, along with other matters explained in note 3 to the financial statements, indicate the existence of a material uncertainty which may cast significant doubt as to the Group's and the Company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern.

Emphasis of matter - carrying value of Company investments

In determining the form of our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosures made in note 22 to the financial statements concerning the carrying value of the investments held by the Company in Zimbabwean operations of $96.7m. As disclosed in note 22, there are uncertainties linked to the implementation of the Indigenization Law in Zimbabwe. The possible impact of this law is uncertain and causes doubts over the carrying value of the investments held by the Company. The financial statements do not include the adjustments that would result from the impact of the Zimbabwean indigenization legislation on the carrying value of the investment held by the Company.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent Company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Juliette Lowes

Senior Statutory Auditor

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15, Canada Square, Canary Wharf

29 July 2015

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

for the year ended 31 March 2015