19th Jul 2016 13:04
19 July 2016
Asa Resource Group plc
("Asa Resource", "the Group" or "the Company")
Full Year Financial Results for the Year to 31 March 2016
Asa Resource Group plc is pleased to announce its audited financial results for the year to 31 March 2016 (all references to $ are to US$).
Financial Highlights
· Group revenue decreased by a relatively contained 20.5% to $121.3m (2015: $152.3m) compared to the drop in market prices of 38% for the average nickel price and 8% for average gold price.
· In line with Group strategy of reducing expenditure during restructuring, exploration spend decreased by 42% to $3.7m (2015: $6.4m).
· Controllable, recurring Group EBITDA, excluding once off restructuring expenses and foreign exchange gains/losses, amounted to $7.4m profit (2015: $19.6m profit)
· Corporate overheads fell to below $5.0m (2015: $7.0m) in keeping with the strategy of cost cutting and streamlining efficiencies across the Group.
· Net profit/loss went from $7.0m profit in the 2015 fiscal year to $9.6m loss in the 2016 fiscal year.
Operational Highlights
Freda Rebecca Gold Mine (FRGM)
• Gold sales of 67,672 ounces (2015: 57,799 ounces) for the year.
• Cash costs (C1) $943/oz (2015: $1,067/oz), all-in sustainable costs (C3) $1,076/oz (2015: $1,259/oz) - these can be attributed to an increase in ounces produced as well as improvement in production efficiency and constant cost control implementation.
• Average realised price of gold price $1,149 /oz (2015: $1,247 /oz)
• Recovery increased to 84% (2015: 79%).
Bindura Nickel Corporation (BNC)
• Nickel in concentrate sales of 6,613t (2015: 7,352t) for the year.
• Cash costs for nickel in concentrate (C1) $5,978 /t (2015: $8,000/t), all-in sustainable costs (C3) $6,818 /t (2015: $8,558/t) due to tighter cost control measures.
• Average realised price of nickel in concentrate sold $6,737/t (2015: $10,855/t)
• Recovery marginally increased to 87% (2015: 84%).
Klipspringer Diamond Mine
• Diamond sales of $1.2m on 100,409 carats (2015: $1.4m on 95,062 carats) for the year.
• The average selling price of fine diamonds retreated from the slime tailings is $19.
• The costs of retreating the slime tailings are $8/ct (2015: $8/ct).
Mr Yat Hoi Ning, Executive Chairman, Asa Resource commented today:
"The Company is emerging from one of its most challenging periods in better shape than one might expect. From this perspective, the financial performance the Company is reporting on today doesn't truly reflect the initiatives and progress being undertaken across the Group.
The controllable, recurring Group EBITDA amounted to $7.4m profit and with the re-structuring process more or less complete and with an improving outlook for commodity prices, the Group is well placed to benefit from these developments.
Since the business changed its leadership, it has undergone a root and branch reform. Management has been actively scrutinising expenses across the Group from corporate to exploration and mine level. This rigorous review has been essential in order to stabilise our financial position and, more importantly, to build a secure foundation for future growth. This strategy will allow the Group to take advantage of the improving commodity market, especially for gold and nickel.
The restructuring plan has been both organisational and financial. Shareholders will be pleased to note that our corporate overheads are now the leanest they've ever been and that the all-in-sustaining costs (AISC) at Trojan and Freda Rebecca are both at or close to, historical all-time lows.
I'm particularly pleased with the benefits that have been achieved from adopting a more integrated and inclusive management approach. Executives, engineers, mining consultants and key management at all levels within the Group are working more closely than ever before to make us a most efficiently run business.
The Group has always had an impressive and valuable portfolio of exploration and mining assets. The individual value in use of either of its two operating mines in Zimbabwe is more than the current value of the Group. The reason why the AIM market has persistently undervalued the combined value of the Group is partly due to the fact that we operate in Zimbabwe where indigenisation is always a concern. Management is fully engaged with the mining authorities in Zimbabwe, DRC and South Africa. As someone who takes an active role to interact with government officials at a high level, I do not share these same concerns and hope that in time the perception of Asa's true value shall be recognised and that the Group will be able to change market sentiment in due course.
To demonstrate the confidence the board has in the Group's future, the board of directors has agreed to implement a shareholding plan for all directors and senior management. Details will be announced after the scheduled board meeting in September."
Reflecting on the last year, the global economy remained in a subdued state with demand for commodities slowing. This depressed commodity cycle added greater pressure to the Group's operations. With such adverse business conditions, the management team took a number of measures to raise revenue and reduce expenditure as well as implementing a reorganisation plan. This involved more clearly segmenting our operations of gold, nickel, copper, diamonds, agriculture and property interests; broadening the source of income; accelerating the flows of operation and production and implementing a strict cost saving plan to lower operational costs at all levels. These measures lay solid foundations for the future and strengthen the Group's ability to deal with adverse markets should they persist over the medium term.
At Trojan, we implemented a new mine plan, blending one third from the higher-grade massives with two thirds from the lower-grade ore section. While the mine's output was lower compared to the previous year, the new plan is slowly driving down C3 costs to a historically low level with a target of $5,000/t - $6,000/t. The way the Group reports its all-in sustaining costs has also been changed to bring improved clarity to its results. In previous years, Bindura has applied a notional formula to the average nickel price within its off-take agreement. However, the Group believes a more accurate measure is to calculate Trojan's actual realised nickel-in-concentrate price. The improvement in C1/C3 costs is a combination of this new, more accurate method of reporting, the new higher-blend plan and lower general operating costs. It is not purely due to traditional 'high-grading'. Importantly, BNC has carefully calculated the nickel ore it has extracted from the higher-grade massives to protect Trojan's life of mine.
The reduction in output was also partly due to a planned halt in production for one month to upgrade shaft winders and electrical power supply systems - one of a number of effective measures taken to improve the operations.
The refurbishment of Bindura's smelter is progressing well. The Group has been engaging with a number of engineers who are highly trained in technical smelter technology and have helped streamline our re-start programme, resulting in reductions in capex, more efficient processes and technical improvements.
We are also focusing on Trojan's re-deepening project that has been ongoing for the last five years. This development and production drilling is to prepare the way for mining in the next financial year and gives access to the ore body where grades are consistent or higher than those at the previous mining levels. The re-deepening project is expected to be complete within the next year.
Freda Rebecca exceeded target with 67,673 ounces at an average C3 cost of $1,076/oz on the back of a higher recovery rate of 84% and a better-than-average grade of 2.05g/t. Grade results for Q4 temporarily slipped due to an incident in February 2016, damaging a loader used for mining and obscuring access to the higher grade section of the resource. A replacement loader is due on site by the second quarter of the 2017 financial year and will allow us to resume normal production and capitalise on the much-improved gold price. Our target for all-in-sustaining average cost of gold is $950-$1,000/oz over the next financial year.
The conversion of Freda's gold resource to a JORC compliant reserve status was one of the highlights of the period. This encouraging result is important as it supports the medium-term plan for the mine.
Milling capacity has always held back Freda Rebecca as it falls short of its mining capacity. There has been a positive development to rectify this long-standing issue. New milling equipment that would normally require significant investment has been sourced within the Group. The additional milling capacity has allowed Freda Rebecca to set a new target for gold production for the next financial year of over 70,000 ounces.
In Zani Kodo, where we hold significant gold resources and exploration licenses, the Group has continued to pay the DRC government the necessary land fees to ensure they protect their mining rights. The area around Zani Kodo is a promising resource for which we have imminent plans. A feasibility report is also being prepared in order to validate the mining permits.
In Katanga where we have a joint venture on copper with one of the largest copper manufacturers in the world, Zhejiang Hailiang Company Limited, there are also meeting obligations to pay up all the appropriate exploration licenses as they reserve the right to mine in the future. These two mines are expected to contribute to the Group's profitability.
As it is with most mining operations, procurement is a significant cost centre at our mining operations and management has been exploring ways of bringing individual functions into a more efficient structure. Rather than each mine procure separately, the Group will have two distinct functions, Asa Services in Harare, Zimbabwe and Asa Procurement in Guangzhou. The implementation of centralised procurement can bring major cost savings, where our buying power is greater and unnecessary intermediate costs are eliminated.
Historically the Group's overhead levels have been unsustainably high with offices, consultants and personnel in many countries. The Group has achieved dramatic reductions at all levels through the closure of their offices in London and Kinshasa (DRC). The remaining offices in Harare, Hong Kong, Guangzhou and Johannesburg are also rationalising functions, moderating remuneration and eliminating unnecessary staffing.
In order to widen our income streams during a time of lower commodity prices, the Group is utilising its vast land resources to diversify into agriculture. The acquisition of the KEPL abattoir in South Africa has been completed and will add another link to this value chain. The required operational permits and licenses have been applied for. This new business is expected to generate fresh income and cash flow for the Group in the coming fiscal year.
In taking these measures, the Group is very aware of its obligations towards compliance and adhering to local rules and regulations. In order that it complies with these important requirements, including indigenisation laws in Zimbabwe, FRGM has already submitted its report to the respective ministry and is waiting on final approval. In the meantime, the Group has mandated a consultant to prepare the indigenisation plan for BNC. As a responsible multinational listed company, we respect the local culture and strictly comply with the local laws and regulations for the benefit of local communities.
We look to the future with optimism, managing our existing operations more efficiently and organising our many interests into distinct asset classes at Group level"
About Asa Resource's Strategic vision
Our strategic vision is to be a fully integrated pan-African commodity group, strengthening each commodity group through exploiting Asa Resource's wide portfolio of mining interests. We also continue to engage with trusted partners in many regions to help us exploit the true value of our assets.
The process of segmenting assets at Group level and integrating resources operationally is fundamental to both our short and long-term strategies. Over time we seek to shift our focus to having individual exposure in each of our key commodities including nickel, gold, copper and diamonds. Shareholders can have an interest in the whole Group or on a single-commodity basis. Our interests in agriculture and property will add valuable income during times of low commodity prices.
This strategy is already showing promise with significant efficiencies achieved through a transfer of skills at mine level and considerable efficiencies across our entire portfolio.
These developments would not be made possible without the commitment, versatility and expertise of management at all levels. This new vision has inspired us all within the Group to double our efforts to re-build Asa Resource as a strong and sustainable company.
Copies of the Group's Report & Accounts will be sent to shareholders shortly. For a copy of the full results please visit the company's website: http://www.asaukplc.com/
For further information contact [email protected]
London
Asa Resource Group plc.
One Fleet Place, London EC4M 7W
Yim Kwan, Finance Director
Tel: +44 (0) 203 696 5470
Hong Kong
Asa Resource Group plc.
Units 509-510, Level 5, Core E, Cyberport 3, 100 Cyberport Road, Hong Kong
Samuel Ng, Investment Manager
Tel: +852 25662638
Nominated Adviser and Joint Broker
SP Angel Corporate Finance LLP
Prince Frederick House, 35-39 Maddox Street, London W1S 2PP
John Mackay, Jeff Keating, Caroline Rowe
Tel: +44 (0) 20 3470 0470
Financial Adviser and Joint Broker
Cantor Fitzgerald Europe
1 Churchill Place, Canary Wharf, London E14 5RB
Stewart Dickson, Patrick Pittaway
Tel: +44 (0) 20 7894 7000
Gold
Freda Rebecca Gold Mine Limited in Zimbabwe
· JORC compliant indicated and inferred resource size - 1,707,000 ounces of contained gold at a grade of 2.42 g/t
· Ownership - Asa has an 85% stake
· Status - operational mine; restarted 2009
· FY2016 - produced 67,673 ounces (FY2015: 58,714 ounces), sold 67,672 ounces (FY2015: 57,799 ounces)
Zani Kodo gold project in DRC
· JORC compliant measured, indicated and inferred resource size - 2,972,502 ounces of contained gold at a grade of 2.43 g/t
· Ownership - joint venture in which Asa has an 80% stake.
· Status - exploration in progress
Maligreen Mining Company (PVT) Limited in Zimbabwe
· Resource size - internally estimated at 615,000 ounces of contained gold
· Ownership - Asa has a 50% stake
· Status - exploration prospect
Nickel
Bindura Nickel Corporation Limited (BNC) in Zimbabwe
· Ownership - Asa has a 74.7% stake
Entities 100% owned by BNC:
Trojan Mine Limited in Zimbabwe
· JORC compliant measured, indicated and inferred resource size - 1,050,555 tonnes of massive ores at a grade of 5.77% and 5,395,385 tonnes of disseminated ore at a grade of 0.83%
· Proved and probable reserves - 32,448 tonnes of contained nickel
· Status - operational mine; restarted in 2012 following a $23m restructuring and recapitalisation programme, after a four year care and maintenance period
· FY2016 production - 6,621 tonnes (FY2015: 7,306 tonnes) nickel in concentrate, sold 6,613 tonnes (FY2015: 7,352 tonnes) nickel in concentrate
· Smelter restart underway; will have capacity to treat BNC and third party concentrate
Shangani Project in Zimbabwe
· Measured, indicated and inferred resource size - 67,870 tonnes of contained nickel
· Status - mine on care and maintenance
Hunter's Road Project in Zimbabwe
· JORC compliant measured and indicated resource size - 200,404 tonnes of contained nickel
· Status - project on hold, funding options being considered
Diamonds
Klipspringer diamond mine in South Africa
· Measured, indicated and inferred resource size - Leopard Fissure - Gross 1,630,000 carats (1,150,000 carats attributable) of contained diamonds
· Resource information - Strike length 3,200m, depth 500m (drill indicated)
· Ownership - Asa has a 71.04% 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 is taking place and coarse tailings retreatment to take place as planned
Société Minière de Bakwanga SARL (MIBA) diamond resource in DRC
· Resource size - still to be confirmed by exploration
· Ownership - joint venture in which Asa has a 20% stake
· Status - exploration prospect
Camafuca diamond project in Angola
· Inferred resource size - 23 million tonnes of contained diamonds
· Ownership - Asa has an 18% interest
· Status - exploration prospect
Copper
Société d'exploration Minière du Haut Katanga SARL (SEMHKAT) - Katanga copper concessions in DRC
· JORC compliant measured, indicated and inferred resource size - 210,058 tonnes of contained copper at a grade of 0.8%
· Status - exploration in progress
Muya SARL in DRC
· Established in terms of joint venture agreement with Zhejiang Hailiang Company Limited ("Hailiang"), the largest copper tube manufacturer in the world
· Ownership - Asa's stake in Muya is 38% following the fulfillment of contractual obligations by Hailiang under the JV agreement
· Holding 27 concessions under exploration
Agriculture
Bindura Estate Private Limited in Zimbabwe
· Total size of arable, irrigated land is 80 hectares
· The 5 different crops that are planted and have historically been a success in the area include potatoes, sweet peas, maize, beans, chilies and bananas. These also facilitate good crop rotation on the land
· Sweet peas are accredited to be exported to the EEC market
· Total area for livestock is 250 hectares
· The initial number of cattle is around 80
Asa Meat SA (Pty) in South Africa
· Acquired the abattoir business in April 2016
· Capacity to slaughter approximately 500 pigs and 50 cattle per day/per month
· Plan to integrate upstream with livestock farming and downstream with food processing for local and overseas market
CHAIRMAN'S LETTER & REPORT
On behalf of the Board of directors, I am pleased to present the results for Asa Resource Group plc. (the "Company" and together with its subsidiaries, "the Group", "us" or "we") in the 2016 annual report for the Group.
Overview
The Group has both mining and exploration interests in gold, nickel, copper and diamonds. It has added agriculture and property to its portfolio in the last year as part of diversifying its income stream. We continue to go through a process of streamlining all of our operations across our multi-commodity African business.
Strategic vision
We look to the future with a reasonable degree of optimism, managing our existing operations more efficiently and organizing our interests into distinct asset classes at Group level. Our strategic vision is to be a fully integrated pan-African commodity group, strengthening each commodity group through exploiting Asa Resource's wide portfolio of mining interests. We also continue to engage with trusted partners in many regions to help us exploit the true value of our assets.
The process of segmenting assets at Group level and integrating resources operationally is fundamental to both our short and long-term strategies. Over time we seek to shift our focus to having individual exposure in each of our key commodities including nickel, gold, copper and diamonds. Shareholders can have an interest in the whole Group or on a single-commodity basis. Our interests in agriculture and property will add valuable income during times of low commodity prices.
This strategy is already showing promise with significant efficiencies achieved through a transfer of skills at mine level and considerable efficiencies across our entire portfolio.
These developments would not be made possible without the commitment, versatility and expertise of management at all levels. This new vision has inspired us all within the Group to re-double our efforts to re-build Asa Resource as a strong and sustainable company.
Financial Highlights
· Group revenue decreased by a relatively contained 20.5% to $121.3m (2015: $152.3m) compared to the drop in market prices of 38% for average nickel price and 8% for average gold price.
· Exploration spend decreased by 42% to $3.7m (2015: $6.4m). This is in line with the group strategy to reduce spend during restructuring.
· Controllable, recurring Group EBITDA, excluding once off restructuring expenses and foreign exchange gains/losses, amounted to $7.4m profit (2015: $19.6m profit).
· Corporate expenses decrease to below $5.0m (2015: $7.0m) in keeping with the strategy of cost cutting and streamlining efficiencies across the Company.
· Net profit/loss went from $7.0m profit in 2015 fiscal year to $9.6m loss in 2016 fiscal year.
Operational Highlights
Freda Rebecca Gold Mine (FRGM)
· Gold sales of 67,672 ounces (2015: 57,799 ounces) for the year.
· Cash costs (C1) $943/oz (2015: $1,067/oz), all-in sustainable costs (C3) $1,076/oz
(2015: $1,259/oz) - these can be attributed to increase in ounces produced as well as improvement in production efficiency and constant cost control implementation.
· Recovery increased to 84% (2015: 79%).
Bindura Nickel Corporation (BNC)
· Nickel in concentrate sales of 6,613t (2015: 7,352t) for the year.
· Cash costs (C1) $5,978 /t (2015: $8,000/t), all-in sustainable costs (C3) $6,818 /t (2015: $8,558/t) due to tighter cost control measures.
· Recovery marginally increased to 88% (2015: 84%).
Klipspringer Diamond Mine
· Diamond sales of $1.2m on 100,409 carats (2015: $1.4m on 95,062 carats) for the year.
· The average selling price of fine diamonds retreated from the slime tailings is $19.
· The costs of retreating the slime tailings are $8/ct (2015: $8/ct).
Operational Review
Reflecting on the last year, the global economy remained in a subdued state with demand for commodities slowing. This depressed commodity cycle added greater pressure to the Group's operations. With such adverse business conditions, the management team took a number of measures to raise revenue and reduce expenditure as well as implementing a reorganization plan. This involved more clearly segmenting our operations of gold, nickel, copper, diamonds, agriculture and property interests; broadening the source of income; accelerating the flows of operation and production and implementing a strict cost saving plan to lower operational costs at all levels. These measures will lay solid foundations for the future and strengthen the Group's ability to deal with adverse markets should they persist over the medium term.
In order to broaden our income streams during a time of lower commodity prices, the Group is utilizing its vast land resources to diversify into agriculture. The acquisition of the KEPL abattoir in South Africa has been completed and will add another link to this value chain. The required operational permits and licenses have been applied for. This new business is expected to generate fresh income and cash flow for the Group in the coming fiscal year.
In Zani Kodo where we hold significant gold resources and exploration licenses, the Group has continued to pay the DRC government the necessary land fees to ensure they protect all their mining rights. The area around Zani Kodo is a promising resource for which we have imminent plans. A feasibility report is also being prepared in order to validate the mining permits. In Katanga where we have a joint venture on copper with Hailiang, they also are meeting obligations to pay up all the appropriate exploration licenses as they reserve the right to mine in the future. These two mines are expected to contribute to the Group's profitability.
As it is with most mining operations, procurement is a significant cost centre at our mining operations and management has been exploring ways of bringing individual functions into a more efficient structure. Rather than each mine procure separately, the Group will have two distinct functions, Asa Services in Harare and Asa Procurement in Guangzhou. The implementation of centralized procurement can bring major cost savings, where our buying power is greater and unnecessary intermediate costs are eliminated.
The refurbish of Bindura's smelter is progressing well. The Group has been engaging with a number of engineers who are highly trained in technical smelter technology and have helped streamline our re-start programme, resulting in reductions in capex, more efficient processes and technical improvements.
Historically the Group's overhead levels have been unsustainably high with offices, consultants and personnel in many countries. The Group has achieved dramatic reductions at all levels through the closure of their offices in London, Kinshasa and Likas. The remaining offices in Harare, Hong Kong, Guangzhou and Johannesburg are also rationalizing functions, moderating remuneration and eliminating unnecessary staffing.
In taking these measures, the Group is very aware of its obligations towards compliance and adhering to local rules and regulations. In order that it complies with these important requirements including indigenization laws in Zimbabwe, FRGM has already submitted its report to the respective minister and is waiting on final approval. In the meantime, the Group has mandated a consultant to prepare the indigenization plan for BNC. As a responsible multinational listed company, we respect the local culture and strictly comply with the local laws and regulations for the benefit of local communities.
Post Period Events
· 3 June 2016 - the Company appointed SP Angel Corporate Finance LLP ("SP Angel") as Asa's new nominated adviser and joint broker, with immediate effect. The Company appointed Niall Henry as a new independent non-executive director to the Board, with immediate effect.
· 12 May 2016 - at an extraordinary general meeting, held on 12th May 2016, the Company appointed the new auditors of the Company, Ernst & Young LLP and authorised the directors to fix the auditors remuneration. At the same meeting, the directors were granted authority to communicate with shareholders electronically for the purpose of Companies Act 2006 communications.
· 14 April 2016 - Asa acquired the assets of Kanhym Estates Pty Ltd, the KEPL abattoir in South Africa, through an investment company in which Asa has 62% shares. The transaction for $411,000 was carried out as part of the Group's first steps towards investment diversification and in line with increasing the value chain together with our agricultural operations. The abattoir commenced trading as Asa Meat (SA) Pty Ltd on 1 July 2016.
· April 2016 - BNC successfully renewed its existing $7m working capital facility with a local financial institution. The facility, which was going to expire in May 2016, will now expire in May 2017. Another working capital facility of $3m was successfully negotiated as bridging finance for BNC. The facility has a tenure of 12 months and is secured by BNC's financial assets (note 9).
Outlook
In line with industry expectations, we see a gradual recovery in global economic conditions, albeit at a very slow pace. In the short term, we don't rule out the possibility of continued volatility in commodity markets before a full recovery can become sustainable. Following a slump in demand of commodities, the Group continues to seek out external opportunities to extend the business, optimize internal production efficiency and create value for shareholders.
In the absence of an immediate return to a more stable commodity environment, we will look to expand our business in associated sectors defined in our strategy and mitigate the risk of overdependence on one commodity, be it gold or nickel. This means the strategy of diversification in developing new opportunities will prevail. A good example of this strategy is at Zani Kodo where, in 2016, the Group will implement an affordable gravity-flotation operation where it has 2.9m ounces JORC resources. By using its vast land bank and acquiring a meat processing operation, the Group is making underutilized assets income producing. Both of these new operations should be revenue generating and contributing to profit in the next 12 months.
In an unpredictable environment, management needs to be constantly seeking ongoing efficiencies and reducing operational costs to mitigate the risks of low commodity prices. This includes enhancing cost and risk management expertise at Group and operational levels. Since BNC and FRGM are located in the same area, there has been improved dialogue and a pooling of resources to avoid duplication in certain administrative functions.
Bindura's smelter is scheduled to restart in the last quarter of FY2016 and will further reduce its all-in sustaining costs. Our Klipspringer Diamond mine in South Africa is targeted to break-even for the coming fiscal year.
This major re-structuring and focus on cost reduction means the Group will be ready to seize opportunities afforded by improvements in the world economy. It will also put us in a stronger position to deal with the various challenges that a diversified commodities company, such as Asa Resource, continuously faces. Competitive advantage and pursuing a truly integrated business model will bring more stable growth and greater long-term value to shareholders.
CORPORATE GOVERNANCE
Board of directors AS at 31 March 2016
Executive Directors:
YAT HOI NING* (60)
Executive Chairman
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 21 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 is instrumental in Asa's operational progress through his wealth of knowledge, experience and advice. These qualities, along with his deep understanding of the Company and the jurisdictions in which Asa operates will greatly assist in delivering maximum value from these assets during a particularly challenging time for the Company.
* Yat Hoi was appointed chairman on 8 June 2015, and confirmed by the Board as executive chairman on 9 June 2015. As of 9 June 2015 he is also now a member of the Nominations and Remuneration Committee.
YIM KWAN* (61)
Finance Director
Yim Kwan joined Asa Resource Group 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, Hong Kong 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 plays a central role in developing the Company's plans for future growth.
* Yim is the chairman of the Corporate Social Responsibility and Safety, Health & Environment Committee.
Non-Executive Directors:
DR SCOTT MORRISON* (59)
Senior Independent Non-executive Director
Dr Scott Morrison 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 was 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. Scott resigned as a board member of Metalor in Dec 2015 and was a retained advisor until end of April 2016. He spent 20 years with SGS SA, a world leader in inspection testing and verification, and has had country and mineral/metals sectorial leadership assignments in the USA, Canada, Peru, Bolivia and Ghana.
Scott brings great value to the Company with his in-depth experience in leading multi-cultural international organisations.
* Scott was appointed as an independent non-executive director at an extraordinary general meeting held on 9 June 2015 and was later confirmed by the Board as senior independent non-executive director. He is also a member of the Audit Committee and Nominations and Remuneration Committee.
YUAN CHING HU (42)
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 License, a Marketing Immovable Property License 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.
OLIVIER BARBEAU* (42)
Non-executive Director
Olivier Barbeau 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. Previous executive positions include chief operating officer of BDO South Africa as well as managing partner of the 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.
Olivier's extensive experience in the mining sector has seen him initiate, develop and implement merger and acquisition transactions for both listed and unlisted companies across the African continent. His Mauritian interests have equipped him to advise several multinational businesses on their offshore structures and strategies.
* Olivier was appointed as a non-executive director at an extraordinary general meeting on 9 June 2015. He is the chairman of the Audit Committee.
BRIAN CHING FUNG HUNG* (32)
Non-executive Director
Brian Ching Fung Hung is an executive director of Jimei International Entertainment Group Limited and China Bio Cassava Holdings Limited; both companies are listed on the Hong Kong Stock Exchange. Brian also worked as the financial controller of the Jimei Group and worked previously as an auditor for Deloitte Touche Tohmatsu and Grant Thornton. Brian obtained a Bachelor Degree in Commerce from Macquarie University in Australia in 2007 and he is a full member of CPA Australia.
Brian's financial management experience enables him to make a significant contribution to the Board by monitoring and providing oversight to the business activities of the Company.
* Brian was appointed as a non-executive director on 29 September 2015 at the annual general meeting. He is the chairman of the Nominations and Remuneration Committee and a member of the Audit Committee.
AMILHA YOUNG* (53)
General Counsel and Company Secretary
* Amilha was appointed on 1 June 2015.
DIRECTORS' REPORT
The directors present their report and financial statements for the year ended 31 March 2016.
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 and the Business Sector.
Business Review
The Group loss before tax was $4.5m (2015: $14.9m profit). The loss for the year attributable to shareholders of the parent Company was $8.8m (2015: $3.6m profit). 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 2016, 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, the Business Sector and the Financial Review.
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 Gold Mine
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 (including revenue, profit and cost targets) and management of assets, health, safety and environmental incidents including lost-time events due to injury. Refer to the Business Sector.
Bindura Nickel Corporation
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 tonnes, tonnes of nickel in concentrate within specifications, both in % MgO and moisture content. Other measures considered are financial performance (including revenue, profit and cost targets) 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 Business Sector.
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 Business Sector.
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 2016 represented 58 days (2015: 61 days) of annual purchases, including capital expenditure.
Subsequent Events
The post fiscal year events are described in note 36 to the financial statements.
Directors
The directors of the Company as at 31 March 2016 were as follows:
Executive Directors | Non-executive Directors | ||
Yat Hoi Ning | Executive chairman | Dr Scott Morrison | Senior independent non-executive director
|
Yim Kwan | Finance director | Yuan Ching Hu | Non-executive director
|
Olivier Barbeau | Non-executive director
| ||
Brian Ching Fung Hung | Non-executive director
|
Stuart Morris and Johan Botha resigned as non-executive directors of the Company on 5 June 2015.
Yat Hoi Ning was appointed chairman on 8 June 2015, and confirmed by the Board as Executive chairman on 9 June 2015. As of 9 June 2015 he is a member of the Nominations and Remuneration Committee.
Mark Wellesley-Wood, Dr Scott Morrison, Anne-Marie Chidzero and Olivier Barbeau were appointed as non-executive directors of the Company at an extraordinary general meeting on 9 June 2015.
Dr Scott Morrison was later confirmed as senior independent non-executive director. Mark Wellesley-Wood retired from the Board on 29 September 2015 and Anne-Marie Chidzero resigned on 1 October 2015 to pursue personal interests.
Yuan Ching Hu was retired by rotation and being eligible, offered himself for re-election as a non-executive director at the annual general meeting of the Company held on 29 September 2015. He was re-elected as a non-executive director.
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 by shareholder vote at an extraordinary general meeting held on 9 June 2015.
Following changes in the Board, Kalaa Mpinga was removed from his position as Chief Executive Officer, and he departed from the Company on 9 June 2015 when he resigned as a director.
Brian Ching Fung Hung was appointed as a non-executive director at the annual general meeting held on 29 September 2015.
The interests of the non-executive and executive directors and their remuneration are described in the Directors' Remuneration Report.
Holdings
The share register records that the following shareholders held 3% or more of the issued share capital of the Company at 31 March 2016:
Shareholder | Number of Shares | % Interest |
China International Mining Group Corporation | 275,338,243 | 16.3 |
Lynchwood Nominees Limited | 143,158,888 | 10.2 |
Zhejiang Hailiang Company Limited* | 130,021,039 | 9.3 |
HSBC Client Holdings Nominee (UK) Limited** | 104,281,895 | 7.5 |
* 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 2016 in accordance with International Financial Reporting Standards (IFRS) 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 $316,745 (2015: $128,483) were made during the year, $192,881 (2015: $nil) as political contributions and $123,864 (2015: $128,483) 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 Ernst & Young LLP as the Company's auditors was passed at a general meeting held on 12 May 2016.
By order of the Board
Amilha Young
Group Company Secretary
18 July 2016
DIRECTORS' REMUNERATION REPORT
Nominations and Remuneration Committee
The Nominations and 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 Nominations and Remuneration Committee seeks to enable the Company to attract and retain executives of the highest calibre. The 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. Following the changes in the Board, the Remuneration Committee changed, now comprising of Dr Scott Morrison as a member and Brian Ching Fung Hung as chairman. Executive chairman, Yat Hoi Ning, also serves on the Nominations and 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 Nominations and 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 2016 are set out in this report.
Share Options
The Company has options outstanding under a replacement 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.
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 Nominations and 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 operates 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 employment 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 held office in the course of the current year are as follows:
Executive Directors | Employer | Date of appointment |
Yat Hoi Ning | Mwana Africa Holdings Limited | As chairman 9 June 2015 As director 7 June 2012 |
Yim Kwan | Mwana Africa Holdings Limited | 1 October 2013 |
Non-executive Directors | Employer | Date of appointment |
Dr Scott Morrison | Asa Resource Group plc | 9 June 2015 |
Yuan Ching Hu | Asa Resource Group plc | 4 July 2012 |
Olivier Barbeau | Asa Resource Group plc | 9 June 2015 |
Brian Ching Fung Hung | Asa Resource Group plc | 30 September 2015 |
Former Directors | Employer | Date of departure |
Anne-Marie Chidzero | Asa Resource Group plc | 1 October 2015 |
Mark Wellesley-Wood | Asa Resource Group plc | 29 September 2015 |
Kalaa Mpinga | Mwana Africa Holdings Limited | 9 June 2015 |
Ngoni Kudenga | Asa Resource Group plc | 9 June 2015 |
Herbert Mashanyare | Asa Resource Group plc | 9 June 2015 |
Stuart Morris | Asa Resource Group plc | 5 June 2015 |
Johan Botha | Asa Resource Group plc | 5 June 2015 |
Directors' Remuneration
Details of the remuneration of the directors who were in office during the current and/or prior years are as follows:
Figures in $ | Basic salary/fee | Bonus ¹ | Benefits in kind 2 | Share-based payments | 2016 Total | 2015 Total |
Current Directors
| ||||||
Yat Hoi Ning 3 | 329,152 | - | 40,388 | - | 369,540 | 32,211 |
Yim Kwan | 339,009 | - | 42,071 | 8,289 | 389,368 | 319,527 |
Dr Scott Morrison 4 | 61,084 | - | - | - | 61,084 | - |
Yuan Ching Hu 5 | 33,901 | - | - | - | 33,901 | 32,211 |
Olivier Barbeau 4 | 54,976 | - | - | - | 54,976 | - |
Brian Ching Fung Hung 6 | 30,134 | - | - | - | 30,134 | - |
Former Directors
| ||||||
Anne-Marie Chidzero 7 | 14,050 | - | - | - | 14,050 | - |
Mark Wellesley-Wood ⁷ | 18,407 | - | - | - | 18,407 | - |
Kalaa Mpinga 8 | 400,030 | - | 67,898 | 58,983 | 526,911 | 732,985 |
Ngoni Kudenga 9 | 9,417 | - | - | - | 9,417 | 16,106 |
Herbert Mashanyare 9 | 9,417 | - | - | - | 9,417 | 16,106 |
Stuart Morris 10 | 23,223 | - | - | - | 23,223 | 136,898 |
Johan Botha 10 | 16,393 | - | - | - | 16,393 | 81,495 |
Donald McAlister 11 | - | - | - | - | - | 49,059 |
Total | 1,339,193 | 150,356 | 67,272 | 1,556,821 | 1,416,598 |
1 No bonuses were awarded to any directors in respect of the year ended 31 March 2016
2 Benefits in kind relate to medical insurance and pension contributions for Yim Kwan, and Kalaa Mpinga, pension contributions for Yat Hoi Ning
3 Yat Hoi Ning was appointed chairman on 9 June 2015 with an increase in fees
4 Dr Scott Morrison and Olivier Barbeau were both appointed as non-executive directors and
committee members on 9 June 2015
5 Yuan Ching Hu fees changed from 1 October 2015
6 Brian Ching Fung Hung was appointed as non-executive director and committee member on 30
September 2015
7 Mark Wellesley-Wood and Anne-Marie Chidzero were appointed as non-executive directors and committee members on 9 June 2105. Mark Wellesley-Wood retired from the Board on 29 September 2015. Anne-Marie Chidzero resigned from the Board on 1 October 2015.
8 Kalaa Mpinga departed from the Company on 9 June 2015
9 Herbert Mashanyare and Ngoni Kudenga were not elected to the Board on 9 June 2015
10 Stuart Morris and Johan Botha resigned from the Board on 5 June 2015
11 Donald McAlister did not serve as a director during the current financial year. He is a former director
Contributions in lieu of directors' pensions were as follows:
2016 Total | 2015 Total | |
$'000 | $'000 | |
Director
| ||
Yat Hoi Ning | 40 | - |
Yim Kwan | 34 | 26 |
Kalaa Mpinga | 50 | 53 |
Total | 124 | 79 |
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:
Ordinary shares of 1p each at 31 March 2016 | Ordinary shares of 1p each at 31 March 2015 | |||
Number | % | Number | % | |
Yat Hoi Ning 1 | 381,219,255 | 22.58 | 406,133,544 | 29.10 |
KatemaMukubayi Trust ² | 19,981,415 | 1.18 | 19,981,415 | 1.43 |
Palanka Trust 3 | 16,967,593 | 1.00 | 16,227,260 | 1.16 |
Dr Scott Morrison 4 | 6,960,000 | 0.46 | - | - |
Kalaa Mpinga 5 | 3,926,334 | 0.25 | 4,000,000 | 0.29 |
Yuan Ching Hu | 574,099 | 0.03 | 454,545 | 0.03 |
Stuart Morris | - | - | 3,000,000 | 0.21 |
Johan Botha | - | - | 954,545 | 0.07 |
Total | 429,628,696 | 25.50 | 450,751,309 | 32.29 |
1 Includes 275,338,243 shares held by China International Mining Group Corporation, a company in
which Yat Hoi Ning has an interest
² Related to Kalaa Mpinga
3 Kalaa Mpinga controls the voting rights in Palanka Trust
4 Held through non-disclosing bank or private client broker
5 In addition to the shares in Asa Resource Group plc., Kalaa Mpinga also holds 666,667 shares in BNC. This equates to 0.05% in BNC
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:
Director | Options held at 31 March 2015 | Options granted during the year | Options lapsed/ cancelled during the year | Options exercised during the year | Options held at 31 March 2016 | Exercise price 1 | Latest expiry date |
Unapproved options -2007 Scheme | |||||||
Kalaa Mpinga | 20,000,000 | - | - | - | 20,000,000 | 10p | 08/12/2016 |
Yim Kwan ² | 3,000,000 | - | - | - | 3,000,000 | 1.6p | 10/03/2023 |
Total | 23,000,000 | - | 0 | - | 23,000,000 | ||
Grand total | 23,000,000 | - | - | - | 23,000,000 |
1 Exercise price is the weighted average of all share options held based on the price at the grant date
2 Granted on the date of appointment as a director
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 (2015: 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 2016 was 0.675 pence (2015: 1.8 pence) per ordinary share and the highest and lowest share prices during the year were 1.790 pence (2015: 4.09 pence) and 0.350 pence (2015: 1.15 pence) respectively.
The agreements covering directors' options are available for inspection at the Company's registered office: One Fleet Place, London, EC4M 7WS, United Kingdom. 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:
YIM KWAN
Finance Director
18 July 2016
BUSINESS SECTOR
Gold Strategy
Asa Group is always looking ahead - to better ensure its future success, it is embarking on a comprehensive gold strategy. One of the primary aims of the strategy is to consolidate all gold-mining and exploration assets under one subsidiary company within the Group. This is part of a wider, long-term goal to segment its assets by commodity in a more formal way.
This step will lead to the horizontal and vertical integration of its operations, which will help it to be more efficient and reduce operating costs. To this end, management has been working hard at streamlining mining operations by allowing operational staff to work more closely with the group executive.
The Group has impressive gold-mining and exploration assets in both Zimbabwe and the DRC. These assets would dwarf the current combined value of the Group if they were valued independently and on a pure book-value basis. In order to unlock the true value of these assets, Asa Group is exploring the possibility of listing a separate gold subsidiary, Asa Gold. This plan is part of the Group's constant drive to increase shareholder value. It is also based on the fact that some investors discount multi-commodity miners, since they do not offer exposure to one metal.
Under Asa gold, revenue generated by operating mines, such as Freda Rebecca in Zimbabwe, will be used to fund gold resource development and mining activities within the Group. Management, technical and operating skills within the new gold company will be shared and used across the subsidiary's operations.
Freda Rebecca gold mine is the single largest gold-producing mine in Zimbabwe and the mine has plans to increase it's output significantly. The mine is now generating strong cash flow, as a result of the close working relationship between Asa's group executive and mine management, as well as the comparatively stable gold price. Freda Rebecca's solid performance represents a turnaround for the operation, which previously delivered inconsistent grades and output due to underinvestment. With the mine's investment programme being prioritised, its performance is expected to improve further in the medium term.
The Company has also been actively exploring new gold-mining relationships within Zimbabwe. The near-term strategy is to aggressively pursue joint venture opportunities with neighbouring mines in order to fully utilize the processing-plant capacity at Freda Rebecca.
The current processing capacity is approximately 1.2mt per year, while mining capacity is around 1.8mt per year. Processing capacity can be increased significantly by using some of the idle assets within the Group. The additional milling capacity will support Freda Rebecca's new plans to grow the output and process feed from neighbouring mines. This will all drive down C3 costs and increase efficiencies and income.
In terms of new gold exploration ventures, the Group will renew its focus on the promising Zani Kodo project in the next financial year, with a view to commence trial mining and a pilot gravity plant for gold production within the year. The release of the first exploration results marked a promising new phase for the Company's future and further exploration drilling plans were given only a slightly lower priority while management stabilised operations and commodity prices were low. The Group's cost base has been substantially reduced, which enables it to bring the project to fruition.
Performance overview
Freda Rebecca will continue its upward path in this financial year as the Group has overcome most of the challenges at the mine. There is good reason to believe that C1/C3 costs will gradually decline as gold production increases steadily.
Management at all levels continues to focus on increasing mill throughput, investing in the plant, improving plant efficiencies and managing costs to ensure the operation remains competitive, even if the gold price weakens.
Operational performance
Freda Rebecca exceeded target production by delivering 67,673 ounces in this financial year. This marked improvement on the previous year's production of 57,799 ounces was due to a higher recovery rate of 84% and a better-than-average grade of 2.05g/t. The mine achieved its full milling capacity of 1.2mt throughput of ore.
The improved operational performance was made possible by the installation of a secondary crushing unit at a cost of $1m. The secondary crusher helped increase the tonnes of ore throughput from 80t to 88t per hour.
The Freda Rebecca team recognises the need for mining grades to be consistent. It excelled by achieving an improved grade of 2g/t or higher throughout the year. To ensure that this performance is maintained, evaluation drilling was carried out, which confirmed that the ore body can support feed grades of about 2g/t in the near term and a life of mine grade of about 1.8g/t.
Grade results for Q4 temporarily slipped below 2g/t due to an ore rush incident in February 2016. The event damaged one of the four loaders used for mining and obscured access to the higher-grade section of the resource. Lower than plan grade ore from the stockpile was blended to supplement Plant feed. However, access was restored, also a replacement loader will be on mine site by the beginning of the second quarter of the 2017 financial year.
Other important developments include the improvement of leach-tank availability at Freda Rebecca, which was done by rebuilding and changing its drive mechanism. To improve classification, the milling circuit has also been modified to include a thickener, smaller diameter and efficient cyclones. These improvements will help sustain gold recoveries for the life of the mine.
Power outages often occur in an unscheduled manner in Zimbabwe. Since this affected throughput at the operation, the mine procured a transformer for the main power utility substation. This extended the main power utility transformer bank capacity and provided dedicated power supply with minimal interruption to the mine.
Production highlights include a 15% decline in average C1 cash costs to $943/oz. All-in sustaining costs declined by $183/oz to $1,076/oz, as a result of lower labour costs. Freda Rebecca did not retrench staff during the operating period, but negotiated a 25% decrease in employees' salaries. Despite this reduction, employees remain motivated as a new bonus scheme has been introduced to encourage them to achieve the performance targets set by management.
Finally, the conversion of the Group's gold resource to a JORC compliant reserve status was one of the great highlights of the period. This encouraging result is important as it supports the medium-term plan for the mine.
Outlook
In the next financial year, milling capacity will be increased significantly at Freda Rebecca through the additional mills from within the Group.
The procurement of milling equipment would normally require significant investment, but sourcing the mills internally has brought about a major capital saving and will allow the Group to bring the new milling capacity online without delay.
The additional milling capacity has allowed the Company to set target for gold production for the next financial year to better than 70,000 ounces.
Freda Rebecca Gold Mine (FRGM) Production | FY2016 | FY2015 | |
Tonnes mined | (t) | 1,215,089 | 1,187,070 |
Tonnes milled | (t) | 1,199,074 | 1,203,468 |
Head grade | (g/t) | 2.1 | 2.0 |
Recovery | (%) | 84.0 | 78.9 |
Gold produced | (oz) | 67,673 | 58,714 |
Gold sold | (oz) | 67,672 | 57,799 |
Average price | ($/0z) | 1,149 | 1,247 |
Cash cost (C1) | ($/0z) | 943 | 1,067 |
All-in sustaining cost (C3) | ($/0z) | 1,076 | 1,259 |
Zani Kodo exploration project
The Zani Kodo joint venture project did not undertake further resource development during the past financial year as the Group concentrated on restructuring and improving the efficiency of operations.
Only a small portion of the Zani Kodo joint venture project has been drilled, but the established JORC-compliant measured resource of 2.975m ounces is promising. The project is located in the DRC's Orientale Province, known for its rich mineralised zone.
The immediate objective at Zani Kodo is to start trial mining and install a pilot gravity plant to mine the near-surface gold resource. The plant is expected to be installed and commissioned by the second half of this financial year and the first year's production target is 10,000 ounces. The trial mining and pilot gravity plant will provide the Group with information on cost and technical matters that will inform the upscaling of production in future. This is subject to exploration results.
The Group's joint venture partner is the state-owned mining company SOKIMO. SOKIMO holds a 20% stake in MIZAKO SARL, the joint venture operating company for Zani Kodo, and Asa Resource Group plc. holds the remaining 80% stake, as well as the mining licenses. Prior to the MIZAKO joint venture, Zani Kodo was owned by Mwana Africa Congo Gold SARL.
Gold Resources
Freda Rebecca | Zani Kodo | Total | |||||||
Resources | Tonnes ('000t) | Grade (g/t) | Gold ('000oz) | Tonnes ('000t) | Grade (g/t) | Gold ('000oz) | Tonnes ('000t) | Grade (g/t) | Gold ('000oz) |
Indicated | 14,658 | 2.39 | 1,126 | 6,302 | 3.25 | 659 | 20,960 | 3.25 | 1,785 |
Inferred | 7,252 | 2.49 | 581 | 31,720 | 2.27 | 2,313 | 38,972 | 2.27 | 2,313 |
Total | 21,910 | 2.42 | 1,708 | 38,022 | 2.43 | 2,973 | 59,932 | 2.43 | 4,680 |
The effective date for the JORC compliant Freda Rebecca resources estimate is 31 March 2016
The effective date for the Zani Kodo resources statement is September 2013
Nickel Strategy
The Group is in the final stages of radically overhauling BNC's operations and Trojan's cost base.
Trojan has moved from a high volume/low grade mining strategy to a low volume/high grade strategy in the past financial year and this change, along with a host of cost-saving initiatives, has been transformative for the mine. The cost-saving initiatives that have been implemented include more efficient equipment usage, the optimising of shift cycles to reduce labour costs, and outsourcing the Company's drilling to more competitive contractors.
All of these measures have resulted in achieving higher production volumes, improved head grades and a rapid reduction of all-in sustaining costs. Importantly, the Company has carefully calculated the nickel ore it has extracted from the higher-grade massives to protect Trojan's life of mine.
The Group initially implemented this strategy to ensure that the mine remains competitive when the nickel price is weak, but many of the improvements that we have made will have a long-term positive effect on the operation's performance.
It's important that shareholders appreciate Trojan's unique ability to swiftly adapt the mining ratio of the operation's higher-grade and lower-grade ore bodies to respond to changes in the nickel price. As the mine has both higher-grade massives and lower-grade disseminated ore, management can change the blending ratios of mining grades from quarter to quarter to ensure that the operation remains profitable when the nickel price weakens. The Company will also adapt this strategy for maximum benefit when the nickel price strengthens again.
The way the Group reports its all-in sustaining C3 costs has also been changed to bring improved clarity to its results. In previous years, Bindura has applied a notional formula to the average nickel price within its off-take agreement. However, the Group believes a more accurate measure is to calculate Trojan's actual realised nickel-in-concentrate price. The dramatic improvement in C1/C3 costs is a combination of this new more accurate method of reporting, the new higher-blend plan and lower general operating costs. It is not purely due to traditional 'high-grading'.
It has been a long-standing ambition of our Group to re-start BNC's smelter. The intention is to complete the ongoing refurbishment of the smelter in the next six months and to have it fully operational in the beginning of the following financial year (commencing April 2017), nickel price dependent.
The budget for the refurbishment of the smelter is expected to come in below its estimate of $26m and this was financed in part by the $20m bond that BNC raised in the previous financial year.
In order for BNC to achieve significant benefits from the smelter re-start, nickel prices would need to improve from their current range of $8,500-$9,000 and the Company would have to secure third-party concentrate from neighbouring mines.
The Trojan mine will supply about 55% of the smelter's capacity of 150,000t of nickel concentrate per annum. The Group is in discussions with several third-party tolling customers regarding opportunities to acquire additional concentrate and is reasonably confident about negotiations to date.
BNC's smelter will produce leach alloy, a purer form of nickel, which will significantly increase the current level of payability. BNC currently transports its concentrate from Bindura, Zimbabwe, to Durban, South Africa, for export, but once the smelter is in full production the savings on transport will be significant.
Longer-term, Bindura Smelter Refinery's (BSR) strategy is to fully integrate the Trojan mine, Bindura smelter and refinery once again. When the nickel complex is fully operational, BSR can produce nickel sulphate and nickel cathode that achieves a higher payability on nickel price and maintain lower transport costs. The global market for nickel sulphate as a product is far greater than it is for nickel concentrate, with Chinese demand particularly strong. When operating at optimum capacity, the BSR complex is a world-class asset capable of generating strong cash flows.
Traditionally, the primary industrial uses of nickel sulphate include electroplating, electrolysis plating and battery cathodes. However, another major development is demand from the auto industry, which is set to rise as much as threefold in five years as output of electric and hybrid cars gathers pace.
Meanwhile, the new strategy uniquely positions the Group to manage its overheads and protect Trojan's life of mine while meeting its target grades and remaining profitable.
Operational performance
In FY2016 production decreased to 6,621t from 7,306t in the previous financial year. This reduction was due to a halt in production for one month to upgrade shaft winders and electrical power supply systems - one of a number of effective measures taken to improve the operations.
In the second half of the year, a new mining plan was implemented and cost-saving initiatives introduced to dramatically drive down C1/C3 costs and maintain mining grades.
The new mining plan was carefully reworked, blending one third from the higher-grade massives (4-6%) and two thirds from the lower-grade ore section. As a result, an overall head grade of 1.71% was achieved for the financial year. Trojan is one of the few nickel mine operations that has a combination of higher-grade and lower-grade ore, which enables the mine to remain viable when nickel prices are low.
All-in sustaining C3 costs of nickel concentrate were reduced from $6,300/t in December 2015 to $5,126/t in March 2016. This was achieved by outsourcing drilling and hauling activities, which improved overall efficiencies, as well as a 25% cut in the salaries of employees. About 300 staff members in total were retrenched during the year, reducing the size of the total workforce to 800 employees. Over the next year, the new target for all-in sustaining C3 costs is below $5,000/t.
In the last quarter of the year, the Trojan team was focused on the re-deepening project that has been ongoing for five years. This development and production drilling is to prepare the way for mining in the next financial year and gives access to the ore body where grades are consistent or higher than those at the previous mining levels. The re-deepening project is set to be completed within the next year.
Finally, cost control measures resulted in C1 and C3 costs being further reduced by nearly $700/t and $1,800/t respectively, from the end of the third quarter. This resulted in the nickel sale price exceeding the all-in sustaining cost for the first time in several quarters. The nickel head grade increased by 29% over the past quarter, mainly due to higher grade ores.
Outlook
The production outlook for next year is to increase nickel production by 2,000t to 8,500t per year. As stated, our intention is to complete the refurbishment of the smelter before end of financial year.
Trojan Mine Production |
|
FY2016 |
FY2015 |
Tonnes mined | (t) | 410,423 | 599,572 |
Tonnes milled | (t) | 440,449 | 598,766 |
Head grade | (%) | 1.7 | 1.5 |
Recovery | (%) | 87.8 | 83.7 |
Nickel in concentrate produced | (t) | 6,621 | 7,306 |
Nickel in concentrate sold | (t) | 6,613 | 7,352 |
Average realized price of nickel in concentrate | ($/t) | 6,737 | 10,855 |
Cash cost (C1) of nickel in concentrate | ($/t) | 5,978 | 8,000 |
All-in sustaining cost (C3) of nickel in concentrate | ($/t) | 6,818 | 8,558 |
JORC Compliant Nickel Resources
Trojan | Hunter's Road | Total | |||||||
Resources | Tonnes ('000t) | Grade (%) | Nickel (t) | Tonnes ('000t) | Grade (%) | Nickel (t) | Tonnes ('000t) | Grade (%) | Nickel (t) |
Measured | 1,615 | 1.09 | 17,610 | - | - | - | 1,615
| 1.09 | 17,610 |
Indicated | 1,639 | 1.39 | 22,744 | 36,437 | 0.55 | 200,404 | 38,076 | 0.59 | 223,148 |
Inferred | 3,192 | 2.03 | 64,848 | - | - | - | 3,192 | 2.03 | 64,848 |
Total | 6,446 | 1.63 | 105,202 | 36,437 | 0.55 | 200,404 | 42,883 | 0.71 | 305,606 |
The effective date for the Trojan resource statement is 31 March 2016.
The effective date for the Hunter's Road resource estimate is May 2006.
The JORC compliant Hunter's Road resource of 36,437kt is found in the West orebody of Hunter's Road and includes 2,377kt of resource, which forms part of a 30m cap of oxide ore mineralisation. In addition, in 1993, an Anglo American MinRED estimate showed 11,000kt grading 0.43% Ni approximately 600m east of the West orebody of Hunter's Road which is not included in the resource shown above.
Diamond Strategy
Asa Resource Group plc. is actively pursuing the restart of its Klipspringer diamond mine, situated near Mokopane in the Limpopo province of South Africa, while we are getting the tailings retreatment plant into full production. The kimberlite fissure mine has been on temporary care and maintenance since 2011 due to a number of severe weather events that flooded the mine.
Management is reviewing the viability of underground mining with the help of a desktop review of the feasibility study, exploration reports, mining figures and historical data.
It shows that a proven and probable reserve of respectively 211,000 tonnes and 433,000 tonnes has been defined at the Klipspringer fissure mine, implying that mining at a rate of 50,000t to 60,000t per year from proven reserves can continue for approximately four years and mining from probable reserves can continue for a further seven to nine years. The mineral resource currently extends to a depth of about 650m below surface.
It also verifies that a total of 619,378 tonnes of material was mined and processed from the Klipspringer fissure mine, and 274,483 carats of diamonds were recovered at an average grade of 44.3cpht.
The last parcel of diamonds sold in 2011, which belonged to jewelry grade, achieved an average price of $125/carat for 22,700 carats, which is representative of the diamonds from this mine. A conservative escalation of 4% is applied for the period 2012-2014 with no escalation for 2015-2016 to compensate for softer market conditions, which indicates an expected diamond sales value of at least $145/carat, according to the review.
Further exploration drilling is expected at Klipspringer. The exploration work will seek to confirm the findings of the desktop study and to upgrade and increase the resource status.
The Group also interest in very promising diamond assets in DRC and Angola. Asa's ownership in these assets, namely Miba (DRC) and Camafuca (Angola), is 20% and 18% respectively. Camafuca boasts an inferred resource of 23 million tonnes of contained diamonds. However the Group did not undertake any exploration work during the past two years.
Operational performance
While the Klipspringer underground mine was on care and maintenance, the Group continued to operate the fine tailings dams in the mining complex during FY2016. The income derived from the tailings retreatment is important, as it funds a significant of the underground mine's monthly care and maintenance costs.
The care and maintenance work in the underground mine mainly involves ongoing dewatering from the bottom of the shaft, the maintenance of surface and underground infrastructure and fire prevention during the dry winter months.
The fine tailings operation produced 112,060 carats of diamonds from 202,623t of grade of 55.3cpht. Operated by contractors under a revenue-share agreement, it generated total income of $1.2.m.
The life of the slime tailing retreatment is expected to come to an end in the next two to three months (second quarter of financial year 2017), but its production will be replaced by that of the coarse tailings dam in the complex, set to start producing in the same quarter. Asa Resource Group plc. started up the fine tailings dam in 2013.
The Group has completed a desktop review of the coarse tailings dam, which established that the dam contains an estimated 1,3mt to 1,4mt of tailings. Currently a bulk resource sampling programme is being carried out, the results of which are expected in the second quarter of this financial year.
Outlook
The Group's tailings treatment partner, will continue sampling the coarse tailings to confirm the viability of the planned remining operation during the next financial year.
If the sampling results are satisfactory, the coarse tailings operation is expected to come online in the second or third quarter of financial year 2017. It will be operational for two to three years.
At this point, the coarse tailings operation is expected to produce 30 000t of ore per month and 2 100 carats of diamonds per month, attaining a price of $150 per carat.
Klipspringer Diamond Mine Slimes Retreatment Project Production
|
|
FY2016 |
FY2015 |
Tonnes treated | (t) | 202,623 | 178,006 |
Head grade | (cpht) | 55.3 | 59.9 |
Recovery | (%) | 89.6 | 98.5 |
Diamond produced | (carats) | 112,060 | 106,593 |
Diamonds sold | (carats) | 100,409 | 95,062 |
Diamonds sold | ($'m) | 1.2 | 1.4 |
Average price | ($/carat) | 18.72 | 19.68 |
Diamond Resources
Klipspringer Diamond Mine - Leopard Fissure Resources
| |||
Resources | Tonnes ('000t) | Gross grade (cpht)* | Contained diamonds (cts) |
Measured | 211 | 51.57 | 110,000 |
Indicated | 433 | 51.57 | 220,000 |
Inferred | 1,565 | 83.00 | 1,300,000 |
Total | 2,209 | 73.83 | 1,630,000 |
* Carats per hundred tonnes
The effective date for the Leopard fissure resource statement is 31 March 2015.
Copper Strategy
Exploration work continues on the 27 concessions, previously transferred to the development company Muya SARL. This entity was established under the joint venture agreement with Hailiang, the largest copper tube manufacturer in the world.
Hailiang agreed to spend $25m on exploration in these concessions over a minimum of four years. On fulfillment of spending $6,5m in the first year, Hailiang is entitled to 62% of the joint venture and Asa holds a 38% interest that is non-dilutable.
The joint venture naturally allows Asa Resource Group plc. to accelerate its copper exploration and development programmes in Africa's highest-grade copper belt; it looks forward to announcing the viability of developing a mine in the joint venture concession area.
Importantly, Hailing has increased its shares ownership in the Group, to 9%, which indicates the Company has a vested interest in its success.
In the meantime, the Group is working towards unlocking the value of five of the remaining most promising concessions of Kibolwe, Lutobwe, Lombe, Kapande and Mifumbi, under our wholly owned subsidiary SEMKHAT, where drilling was completed in November 2014. JORC compliant measured, indicated and inferred resource size of 210,058 tonnes of contained copper at a grade of 0.8% was discovered here over these different sites in the world-class copper mineralisation zone of the Katanga Province in the DRC.
Agricultural Strategy
Zimbabwe is renowned for its fertile agricultural land in the north and for the cattle carrying capacity of its midlands grassland. Asa Resource Group plc. is fortunate to own the land on which the Bindura Nickel Corporation Limited and Freda Rebecca Gold Mine (Pty) Ltd operations take place, hence have access to both arable land in the Bindura area and cattle grazing in the midlands at its Shangani Mine.
With the national emphasis in Zimbabwe being on land utilizations, the Bindura Estate Pvt. Ltd farm operations commenced in the 2013 financial year with the development of a modest 30 hectares of potatoes, a crop that was repeated in the subsequent year.
With the high cost of land development and the acquisition of farming implements it was decided in 2015 to extend the area under crops to 80 hectares, in order to benefit from marginally better economies of scale and to enable a wider range of cash generating crops, whilst also facilitating the recommended crop rotation cycles.
During 2015 successful potato and pea crops were achieved, with exceptionally high local demand in Zimbabwe for the potatoes while the peas were of an export quality, earning the business an export accreditation for peas.
With effect from January 2016 a detailed crop cycle plan was prepared introducing a variety of cash crops, including seed maize, potatoes, peas and chilies. In addition approximately 10 hectares of arable land have been identified to plant bananas. Even though the gross margin on all of these crops is promising the capital repayment period after the allocation of overheads is in excess of 4 years depicting the long-term nature of investment in crop farming.
During the financial year to March 2016 an investment was made in purchasing approximately 80 cattle. This has been regarded as a small experimental herd in lieu of proposing the establishment of a medium sized beef breeding operation that can make use of the grazing available at the Shangani Mine premises.
In continuation of the livestock business plan and to benefit from the entire value chain profitability an abattoir was acquired in April 2016, to trade as Asa Meats SA (Pty) Ltd. This abattoir has the capacity to handle the slaughter requirements of the Company's planned herd as well as slaughtering both pigs and cattle on a toll basis. Additional plans are being formulated to establish a meat processing capability at the abattoir to cater for the local or export markets.
FINANCIALS
FINANCIAL REVIEW
summary of group Income Statement
Freda Rebecca ³ | BNC | Other Asa Group | Consolidation Entries ² | Total Group |
| |||||||
$ million | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 |
| |
Revenue | 77.8 | 72.1 | 42.3 | 78.9 | 1.2 | 1.3 | - | - | 121.3 | 152.3 |
| |
Cost of sales | (53.9) | (51.8) | (31.2) | (40.4) | (0.8) | (1.3) | - | - | (85.9) | (93.5) |
| |
Gross profit/(loss) | 23.9 | 20.3 | 11.1 | 38.5 | 0.4 | - | - | - | 35.4 | 58.8 |
| |
Other income | 1.2 | 0.3 | 0.2 | 1.1 | - | 0.5 | - | - | 1.4 | 1.9 |
| |
Freight and insurance expenses | (0.4) | (0.3) | (5.2) | (8.9) | - | - | - | - | (5.6) | (9.2) |
| |
Royalties and selling expenses | (3.9) | (4.3) | (1.2) | (4.3) | - | - | - | - | (5.1) | (8.6) |
| |
General and administrative expenses | (8.5) | (8.8) | (4.1) | (5.1) | (0.1) | (0.2) | - | (1.0) | (12.7) | (15.1) |
| |
Care and maintenance expenses | - | - | (0.8) | (1.0) | (0.5) | (0.5) | - | - | (1.3) | (1.5) |
| |
Corporate expenses | (1.8) | (1.7) | (0.8) | (1.6) | (1.9) | (4.6) | (0.1) | 1.0 | (4.6) | (6.9) |
| |
Dividends received | - | - | - | 0.1 | - | - | - | - | - | 0.1 |
| |
Retrenchment and restructuring expenses | - | - | (1.4) | (0.7) | (1.6) | - | - | - | (3.0) | (0.7) |
| |
Profit/(loss) on sale of assets | - | (0.1) | 2.8 | - | - | - | (2.8) | - | - | (0.1) |
| |
Fair value adjustment | - | - | - | - | - | 0.7 | - | (0.7) | - | - |
| |
Foreign exchange gain/(loss) | - | - | (0.2) | (0.1) | (7.7) | 4.6 | 3.1 | (4.4) | (4.8) | 0.1 |
| |
EBITDA ¹ | 10.5 | 5.4 | 0.4 | 18.0 | (11.4) | 0.5 | 0.2 | (5.1) | (0.3) | 18.8 |
| |
Impairment loss | (0.4) | - | - | - | (0.2) | (0.7) | 0.2 | - | (0.4) | (0.7) |
| |
Impairment reversal | 0.7 | - | 3.4 | - | - | - | - | 5.1 | 4.1 | 5.1 |
| |
Depreciation | (4.6) | (5.7) | (2.0) | (2.3) | (0.1) | (0.2) | (0.1) | - | (6.8) | (8.2) |
| |
Finance income | - | - | 0.1 | 0.7 | 2.0 | 2.2 | (2.0) | (2.1) | 0.1 | 0.8 |
| |
Finance expense | (1.6) | (0.7) | (0.7) | (0.6) | (1.5) | (1.9) | 1.9 | 2.3 | (1.9) | (0.9) |
| |
Net profit/(loss) before income tax | 4.6 | (1.0) | 1.2 | 15.8 | (11.2) | (0.1) | 0.2 | 0.2 | (5.2) | 14.9 |
| |
Income tax credit/(expense) | (3.2) | (1.0) | (0.6) | (4.8) | (1.6) | (0.8) | 1.0 | (1.3) | (4.4) | (7.9) |
| |
Net profit/(loss) | 1.4 | (2.0) | 0.6 | 11.0 | (12.8) | (0.9) | 1.2 | (1.1) | (9.6) | 7.0 |
| |
Non-controlling interest | - | - | - | - | - | - | 0.3 | (3.4) | 0.3 | (3.4) |
| |
Net profit/(loss) attributable to the owners of the parent | 1.4 | (2.0) | 0.6 | 11.0 | (12.8) | (0.9) | 1.5 | (4.5) | (9.3) | 3.6 |
| |
¹ EBITDA refers to earnings before interest, impairments, tax, depreciation and amortisation | ||||||||||||
² "Consolidation entries" refers to those consolidation adjustments required in respect of subsidiary figures when they are incorporated into the Group's results, and will not necessarily balance to nil | ||||||||||||
³ Freda Rebecca's figures include those of its subsidiary, the farm Bindura Estates (Pvt) Ltd |
summary of group cash flow statement
Freda Rebecca | BNC | Other Asa Group | Consolidation Entries | Total Group | |||||||
$ million | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
Opening cash at 1 April | 0.8 | 2.1 | 11.9 | 4.2 | 1.3 | 2.8 | - | - | 14.0 | 9.1 | |
Financing | (0.6) | (5.7) | 6.5 | 10.4 | 11.8 | 10.8 | - | - | 17.7 | 15.5 | |
Equity issues | - | - | - | - | 4.1 | - | - | - | 4.1 | - | |
Loan finance (net) | 2.0 | (0.9) | 11.8 | 16.4 | - | - | - | - | 13.8 | 15.5 | |
Cash transferred (to)/from Group | (2.4) | (4.8) | (5.3) | (6.0) | 7.7 | 10.8 | - | - | 0.0 | - | |
Share issuance to NCI | - | - | - | - | - | - | - | - | - | - | |
Dividends paid to NCI | (0.2) | - | - | - | - | - | - | (0.2) | - | ||
Investing | (8.6) | (5.6) | (12.5) | (9.3) | (3.8) | (7.2) | - | - | (24.9) | (22.1) | |
Capital expenditure | (8.6) | (5.6) | (12.5) | (9.3) | (0.1) | (0.8) | - | - | (21.2) | (15.7) | |
Capitalised exploration | - | - | - | - | (3.7) | (6.4) | - | - | (3.7) | (6.4) | |
Increase in investments | - | - | - | - | - | - | - | - | - | - | |
Operations | 9.3 | 10.0 | (2.5) | 6.6 | (6.2) | (5.1) | - | - | 0.6 | 11.5 | |
Operating cash flow | 9.2 | 6.4 | (3.0) | 18.9 | (2.6) | (4.2) | (0.1) | - | 3.5 | 21.1 | |
Change in working capital | 1.0 | 4.3 | 0.5 | (12.3) | (3.1) | (0.3) | 0.1 | - | (1.5) | (8.3) | |
Taxation | (0.9) | (0.7) | - | - | (0.5) | (0.6) | - | - | (1.4) | (1.3) | |
Closing cash at 31 March | 0.9 | 0.8 | 3.4 | 11.9 | 3.1 | 1.3 | - | - | 7.4 | 14.0 | |
summary of group FINANCIAL POSITION
Freda Rebecca | BNC | Other Asa Group | Consolidation Entries | Total Group | |||||||
$ million | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | 2016 | 2015 | |
Non-current assets | 50.6 | 46.4 | 71.3 | 58.6 | 287.7 | 292.2 | (221.8) | (228.2) | 187.8 | 169.0 | |
Current assets (excl. cash) | 15.1 | 17.6 | 26.6 | 21.9 | 315.0 | 320.4 | (316.4) | (321.5) | 40.3 | 38.4 | |
Cash | 0.9 | 0.7 | 3.4 | 11.9 | 3.1 | 1.4 | - | - | 7.4 | 14.0 | |
Non-current liabilities | (28.3) | (29.4) | (37.5) | (33.9) | (337.1) | (337.3) | 349.0 | 354.4 | (53.9) | (46.2) | |
Current liabilities | (28.7) | (19.8) | (17.2) | (19.5) | (8.9) | (8.3) | 8.7 | 8.6 | (46.1) | (39.0) | |
Total equity | 9.6 | 15.5 | 46.6 | 39.0 | 259.8 | 268.4 | (180.5) | (186.7) | 135.5 | 136.2 | |
Non-controlling interest | - | - | - | - | - | - | (11.9) | (12.2) | (11.9) | (12.2) | |
Equity attributable to the owners of the parent | 9.6 | 15.5 | 46.6 | 39.0 | 259.8 | 268.4 | (192.4) | (198.9) | 123.6 | 124.0 |
FINANCIAL REVIEW COMMENTARY
PRESENTATION NOTE:
All figures in the above tables are presented before consolidation entries in order to improve comparability with the underlying financial statements of subsidiaries. Through the addition of the column entitled "Consolidation entries", these figures may then be tied back to the Group's financial statements.
INCOME STATEMENT:
The Group reported revenue for the year of $121.3m (2015: $152.3m) and a controllable, recurring Group EBITDA, excluding once off restructuring expenses and foreign exchange gains/(losses), amounted to $7.4m profit (2015: $19.6m profit). The net loss for the year is $9.6m (2015: $7.0m profit).
FREDA REBECCA
During the year, Freda Rebecca sold 67,672 ounces of gold (2015: 57,799 ounces) at an average gold price of $1,149 per ounce (2015: $1,247 per ounce), as well as by-products, generating total revenue of $77.8m (2015: $72.1m). All-in sustainable costs during the period totalled $66.7m (2015: $66.6m) for the year, resulting in an EBITDA of $10.5m (2015: $5.4m). Net profit for the year was $1.4m (2015: $2.0m loss).
BINDURA NICKEL CORPORATION
Revenue of $42.3m (2015: $78.9m) was generated through the sale of 6,613 tonnes (2015: 7,352 tonnes) of nickel in concentrate at an average payable nickel price of $6,737 per tonne (2015: $10,855 per tonne), as well as by-products. All-in sustainable costs were $43.1m (2015: $60.2m). BNC reported EBITDA of $0.4m (2015: $18.0m) and net profit for the year was $0.6m (2015: $11.0m).
During the previous 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 in FY2015, and the balance was receiving during the current financial year. Expenditure on the refurbishment of the smelter during the current financial year was $7.2m (2015: $2.4m).
OTHER ASA GROUP
The Group, excluding BNC and Freda Rebecca, generated revenue of $1.2m (2015: $1.4m) and incurred operating costs of $3.3m (2015: $6.1m), including corporate expenses of $2.0m (2015: $4.6m), once off restructuring costs of $1.6m (2015: $nil) and cost of sales of $0.8m (2015: $1.3m). Foreign exchange losses of $4.8m (2015: $0.1m gain) were incurred, resulting in a net loss of $12.8m (2015: $0.9m).
CASH FLOW:
FREDA REBECCA
Positive cash flow of $9.3m (2015: $10.0m) was generated by operations during the year. The company invested $8.6m (2015: $5.6m) in capital expenditure, and utilised $0.6m (2015: $5.7m) in financing activities, including repayment of Asa group loans of $2.4m (2015:$4.8m) (excluding interest).
BINDURA NICKEL CORPORATION
Cash flow of $2.5m (2015: $6.6m generated) was utilised in operations and $6.5m (2015: $10.4m) was raised in cash flows from financing activities. $3.6m (2015: $16.4m) was raised in respect of the BNC smelter bond, and a further $8m was raised in loan financing (2015: $nil), offset by repayment of Asa group loans of $5.3m (2015: $6.0m). BNC utilised $12.5m (2015: $9.3m) in investing activities of which $4.5m (2015: $6.9m) related to ongoing sustainable capital expenditure and $7.2m (2015:$2.4m) in relation to the smelter re-start.
OTHER ASA GROUP
Other Asa Group (excluding BNC and Freda) saw operating cash outflow of $6.2m (2015: $5.1m). During the year, other Asa Group invested $3.8m (2015: $7.2m) of which $3.7m (2015: $6.4m) was spent on its portfolio of exploration prospects, being $0.6m (2015: $1.9m) in SEMHKAT and $3.1m (2015: $4.5m) in Zani Kodo (MIZAKO). Asa Group received $7.7m (2015:$10.8m) in cash generated from financing activities, all of which related to receipts from repayments of Group loans by subsidiaries.
At year end, the Group had cash balances of $7.4m (2015: $14.0m), comprising $3.4m (2015: $11.9m) held by BNC, $0.9m (2015: $0.7m) held by Freda Rebecca, and $3.1m (2015: $1.3m) by Other Asa Group entities.
FINANCIAL POSITION:
FREDA REBECCA
Non-current assets of $50.6m (2015: $46.4m) decreased from the prior year, mainly due a movement in property, plant and equipment. Property, plant and equipment included additions of $8.6m (2015: $5.6m) and depreciation of $4.6m (2015: $5.7m). Current assets excluding cash decreased from $17.6m to $15.1m, which comprised mainly of a decrease in inventory from $8.5m to $6.9m. Refer to the above analysis regarding movement in the cash balance.
Non-current liabilities decreased from $29.4m to $28.3m after taking into account the repayment of Asa group loans of $2.4m (2015:$4.8m).
BINDURA NICKEL CORPORATION
Non-current assets increased to $71.3m from $58.6m mainly attributable to investment in property, plant and equipment (offset by proceeds on disposal of assets) of $12.5m (2015: $9.3m).
Current assets excluding cash increased to $26.6m from $21.8m, mainly attributable to treasury bills received during the year of $3.4m (2015: $nil) and an increase in inventories of $2.1m (2015: $1.8m). Refer to the above analysis regarding movement in the cash balance.
OTHER ASA GROUP
The value of non-current assets including investments decreased to $287.7m (2015: $292.2m), related to additional exploration expenditure of $3.7m (2015: $6.4m) capitalised during the year in accordance with the Group's policy. 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 $123.6m (2015: $124.0m), whereas for the Company it was $171.1m (2015: $171.6m). The reason for the Company equity being more than Group equity is because of equity deficits included in the consolidated figure.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ASA RESOURCE GROUP plc
We have audited the financial statements of Asa Resource Group plc for the year-ended 31 March 2016 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Cash Flows, the Consolidated and Parent Company Statements of Changes in Equity and the related notes 1 to 39. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union 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 Directors' Responsibilities Statement, 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
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Financial Statements for the year-ended 31 March 2016 to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
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 2016 and of the group's loss for the year then ended;
· the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
· the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union 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
In forming our opinion, which is not modified we have considered the adequacy of the disclosure in note 2(D) to the financial statements concerning the recoverable amount of the Group's Zimbabwean mining assets and its ability to continue as a going concern. The conditions outlined in note 2(D) concerning the Group's compliance with Indigenisation legislation in Zimbabwe indicate the existence of a material uncertainty that may impact the recoverable amount of the Group's Zimbabwean mining assets and that may also cast significant doubt about the Group's ability to continue as a going concern.
The financial statements do not contain the adjustments that would result if the Group was unable to recover the carrying value of its Zimbabwean mining assets or to continue as a going concern.
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.
STEVEN DOBSON (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
19 July 2016
Notes:
1. The maintenance and integrity of the Asa Resource Group plc web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Annual Financial Statements for the year-ended 31 March 2016
CONSOLIDATED INCOME STATEMENT
for the year-ended 31 March 2016
Note | 2016 | 2015 | ||||
$'000 | $'000 | |||||
Revenue | 7 | 121 316 | 152 316 | |||
Cost of sales | (85 957) | (93 483) | ||||
Gross profit | 35 359 | 58 833 | ||||
Other income | 10 | 1 359 | 1 923 | |||
Freight and insurance expenses | (5 606) | (9 225) | ||||
Royalties and selling expenses | (5 133) | (8 568) | ||||
General and administrative expenses | (12 751) | (15 131) | ||||
Care and maintenance expenses | (1 250) | (1 518) | ||||
Corporate expenses | (4 600) | (6 952) | ||||
Restructuring expenses | 9 | (2 967) | (677) | |||
Dividends received | - | 59 | ||||
Loss on sale of assets | (1) | (81) | ||||
Fair value adjustment | - | (24) | ||||
Foreign exchange profit/(loss) | (4 753) | 127 | ||||
EBITDA (1) | (343) | 18 766 | ||||
Impairment loss | 35 | (434) | (749) | |||
Impairment reversal | 35 | 4 144 | 5 075 | |||
Depreciation | 19 | (6 764) | (8 146) | |||
Finance income | 15 | 122 | 764 | |||
Finance expense | 15 | (1 965) | (841) | |||
Profit/(loss) before income tax | (5 240) | 14 869 | ||||
Income tax expense | 16 | (4 387) | (7 850) | |||
Net profit/(loss) for the year | (9 627) | 7 019 | ||||
Net profit/(loss) attributable to: | ||||||
Owners of the Parent | (9 352) | 3 557 | ||||
Non-controlling interest | 11 | (275) | 3 462 | |||
Net profit/(loss) for the year | (9 627) | 7 019 | ||||
Earnings/(loss) per share | ||||||
Basic earnings/(loss) per share (US cents) | 18 | -0.6 | 0.25 | |||
Diluted earnings/(loss) per share (US cents) | 18 | -0.6 | 0.25 | |||
The notes are an integral part of these consolidated financial statements.
(1) Earnings before interest, impairments, tax, depreciation and amortisation
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year-ended 31 March 2016
2016 | 2015 | |||||
$'000 | $'000 | |||||
Profit for the year | (9 627) | 7 019 | ||||
Other comprehensive loss | ||||||
Items that are or may be reclassified subsequently to profit or loss: | ||||||
Foreign currency translation differences | 4 865 | (40) | ||||
Other comprehensive profit/(loss) for the year, net of income tax | 4 865 | (40) | ||||
Total comprehensive profit/(loss) for the year | (4 762) | 6 979 | ||||
Total comprehensive profit/(loss) attributable to: | ||||||
Owners of the Parent | (4 487) | 3 517 | ||||
Non-controlling interest | (275) | 3 462 | ||||
Total comprehensive profit/(loss) for the year | (4 762) | 6 979 |
These financial statements were approved by the Board of directors on 18 July 2016 and were signed on its behalf by:
YAT HOI NING Yim Kwan
Executive Chairman Finance Director
CONSOLIDATED STATEMENT of financial position
AS AT 31 March 2016
Note | 2016 | 2015 Restated | ||||
$'000 | $'000 | |||||
ASSETS | ||||||
Non-current assets | ||||||
Property, plant and equipment | 19 | 107 163 | 93 157 | |||
Intangible assets | 20 | 72 998 | 69 275 | |||
Non-current investments | 22 | 1 266 | 577 | |||
Deferred tax assets | 17 | 5 242 | 4 837 | |||
Non-current receivables | 23 | 1 133 | 1 071 | |||
Total non-current assets | 187 802 | 168 917 | ||||
Current assets | ||||||
Inventories | 24 | 14 181 | 17 821 | |||
Trade and other receivables | 25 | 22 700 | 20 532 | |||
Available for sale financial assets | 22 | 3 447 | - | |||
Cash and cash equivalents | 26 | 7 369 | 14 023 | |||
Total current assets | 47 697 | 52 376 | ||||
Total assets | 235 499 | 221 293 | ||||
EQUITY | ||||||
Issued share capital | 27 | 104 007 | 99 572 | |||
Share premium | 69 230 | 69 536 | ||||
Reserves | 101 182 | 96 391 | ||||
Accumulated losses | (150 891) | (141 539) | ||||
Total equity attributable to equity holders of the parent | 123 528 | 123 960 | ||||
Non-controlling interest | 11 | 11 927 | 12 202 | |||
Total equity | 135 455 | 136 162 | ||||
LIABILITIES | ||||||
Non-current liabilities | ||||||
Loans payable | 28 | 23 116 | 18 310 | |||
Environmental rehabilitation provisions | 29 | 17 562 | 17 629 | |||
Deferred tax liabilities | 17 | 13 194 | 10 289 | |||
Total non-current liabilities | 53 872 | 46 228 | ||||
Current liabilities | ||||||
Trade payables | 13 769 | 17 245 | ||||
Accruals and other payables | 30 | 14 584 | 12 962 | |||
Loans payable | 28 | 13 897 | 4 849 | |||
Provisions | 31 | 3 922 | 3 847 | |||
Total current liabilities | 46 172 | 38 903 | ||||
Total liabilities | 100 044 | 85 131 | ||||
Total equity and liabilities | 235 499 | 221 293 |
The notes are an integral part of these financial statements.
These financial statements were approved by the Board of directors on 18 July 2016 and were signed on its behalf by:
YAT HOI NING Yim Kwan
Executive Chairman Finance Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR-ENDED 31 March 2016
ShareCapital | Sharepremium | Translationreserve | Share-based payment reserves (1) | Totalreserves | Retainedearnings | Total equity attributable to equity holders of the parent | Non-controlling | Totalequity | |||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||
Balance as at 1 April 2014 | 99 572 | 69 536 | 94 224 | 2 933 | 97 157 | (146 049) | 120 216 | 8 705 | 128 921 | ||
Change in non-controlling interest - carrying amount | - | - | - | - | - | - | - | - | - | ||
Restated balance as at 1 April 2013 | 99 572 | 69 536 | 94 224 | 2 933 | 97 157 | (146 049) | 120 216 | 8 705 | 128 921 | ||
Profit for the year | - | - | - | - | - | 3 557 | 3 557 | 3 462 | 7 019 | ||
Foreign currency translation differences | - | - | (40) | - | (40) | - | (40) | - | (40) | ||
Total comprehensive income for the year | - | - | (40) | - | (40) | 3 557 | 3 517 | 3 462 | 6 979 | ||
Contributions by and distributions to owners | |||||||||||
Issue of ordinary shares | - | - | - | - | - | - | - | 46 | 46 | ||
Dividends | - | - | - | - | - | - | - | - | - | ||
Premium on share issue less expenses | - | - | - | - | - | - | - | - | - | ||
Disposal of treasury stock | - | - | - | - | - | - | - | - | - | ||
Change in non-controlling interest - carrying amount | - | - | - | - | - | 11 | 11 | (11) | - | ||
Share-based payment transactions | - | - | - | 216 | 216 | - | 216 | - | 216 | ||
Share-based payment reversals | - | - | - | (942) | (942) | 942 | - | - | - | ||
Total contributions by and distributions to owners | - | - | - | (726) | (726) | 953 | 227 | 35 | 262 | ||
Balance as at 31 March 2015 | 99 572 | 69 536 | 94 184 | 2 207 | 96 391 | (141 539) | 123 960 | 12 202 | 136 162 | ||
Balance as at 1 April 2015 | 99 572 | 69 536 | 94 184 | 2 207 | 96 391 | (141 539) | 123 960 | 12 202 | 136 162 | ||
Loss for the year | - | - | - | - | - | (9 352) | (9 352) | (275) | (9 627) | ||
Foreign currency translation differences | - | - | 4 865 | - | 4 865 | - | 4 865 | - | 4 865 | ||
Total comprehensive income for the year | - | - | 4 865 | - | 4 865 | (9 352) | (4 487) | (275) | (4 762) | ||
Contributions by and distributions to owners | |||||||||||
Issue of ordinary shares | 4 435 | (306) | - | - | - | - | 4 129 | - | 4 129 | ||
Dividends | - | - | - | - | - | - | - | - | - | ||
Change in non-controlling interest - carrying amount | - | - | - | - | - | - | - | - | - | ||
Share-based payment transactions | - | - | - | 74 | 74 | - | 74 | - | 74 | ||
Share-based payment reversals | - | - | - | (148) | (148) | - | (148) | - | (148) | ||
Total contributions by and distributions to owners | 4 435 | (306) | - | (74) | (74) | - | 4 055 | - | 4 055 | ||
Balance as at 31 March 2016 | 104 007 | 69 230 | 99 049 | 2 133 | 101 182 | (150 891) | 123 528 | 11 927 | 135 455 |
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR-ENDED 31 March 2016
Note | 2016 | 2015 | ||||
$'000 | $'000 | |||||
Cash flows from operating activities | ||||||
Profit before income tax | (5 240) | 14 869 | ||||
Adjustments for: | ||||||
Foreign exchange movements | 4 752 | (127) | ||||
Depreciation | 6 764 | 8 146 | ||||
Fair value adjustments | - | 24 | ||||
Charge in relation to share-based payments | (74) | 216 | ||||
Decrease/(Increase) in rehabilitation provisions | 231 | (42) | ||||
(Decrease)/Increase in other provisions | 368 | 1 242 | ||||
Increase in environmental assets | (279) | (72) | ||||
Increase in bad debts provision | 603 | 1 491 | ||||
Impairment loss | 434 | 749 | ||||
Impairment reversal | (4 144) | (5 075) | ||||
Loss on sale of assets | - | 81 | ||||
Adjusted profit before tax | 3 415 | 21 502 | ||||
Movements in working capital: | ||||||
Decrease/(Increase) in inventories | 3 658 | (4 827) | ||||
Increase in trade and other receivables | (2 601) | (3 160) | ||||
Increase in trade and other payables | (2 458) | (5 437) | ||||
2 014 | 8 078 | |||||
Income tax paid | (1 364) | (1 231) | ||||
Net cash from operating activities | 650 | 6 847 | ||||
Cash flows from investing activities | ||||||
Additions to property, plant and equipment | (21 284) | (15 131) | ||||
Investment in intangible exploration assets | (3 723) | (6 416) | ||||
Increase in Investment | (27) | - | ||||
Proceeds from sale of property, plant and equipment | 53 | 176 | ||||
Net cash used in investing activities | (24 981) | (21 371) | ||||
Cash flows from financing activities | ||||||
Proceeds from issue of share capital | 4 435 | 46 | ||||
Share issue expenses | (306) | - | ||||
Proceeds from issue of bond | 3 893 | 16 400 | ||||
Dividends paid to non-controlling interests | (226) | - | ||||
Share issuance to non-controlling interest | - | - | ||||
Loans advanced | 21 577 | 7 358 | ||||
Loans repaid | (11 620) | (4 269) | ||||
Net cash from financing activities | 17 753 | 19 535 | ||||
Net (decrease)/increase in cash and cash equivalents | (6 578) | 5 011 | ||||
Cash and cash equivalents at beginning of the year | 14 023 | 9 089 | ||||
Exchange rate movement on cash and cash equivalents at beginning of year | (76) | (77) | ||||
Cash and cash equivalents at end of the year | 26 | 7 369 | 14 023 |
COMPANY STATEMENT of financial position
AS AT 31 March 2016
Note | 2016 | 2015 Restated | ||||
$'000 | $'000 | |||||
ASSETS | ||||||
Non-current assets | ||||||
Property, plant and equipment | 133 | 69 | ||||
Non-current receivables | 81 882 | 82 052 | ||||
Investments | 22 | 97 969 | 98 154 | |||
Total non-current assets | 179 984 | 180 275 | ||||
Current assets | ||||||
Trade and other receivables | 25 | 4 301 | 834 | |||
Cash and cash equivalents | 26 | 1 074 | 435 | |||
Total current assets | 5 375 | 1 269 | ||||
Total assets | 185 359 | 181 544 | ||||
EQUITY | ||||||
Issued share capital | 27 | 104 007 | 99 572 | |||
Share premium | 69 230 | 69 536 | ||||
Reserves | 2 133 | 2 207 | ||||
Retained earnings/(accumulated loss) | (4 271) | 273 | ||||
Total equity attributable to equity holders of the Company | 171 099 | 171 588 | ||||
LIABILITIES | ||||||
Non-current liabilities | ||||||
Loans payable | 28 | 12 682 | 7 999 | |||
Total non-current liabilities | 12 682 | 7 999 | ||||
Current liabilities | ||||||
Accruals and other payables | 1 578 | 1 957 | ||||
Total current liabilities | 1 578 | 1 957 | ||||
Total equity and liabilities | 185 359 | 181 544 |
These financial statements were approved by the Board of directors on 18 July 2016 and were signed on its behalf by:
YAT HOI NING Yim Kwan
Executive Chairman Finance Director
NOTES TO THE ANNUAL FINANCIAL STATEMENTS
FOR THE YEAR-ENDED 31 March 2016
1. Reporting entity
Asa Resource Group plc ('the Company') is a company domiciled in the UK. The address of the Company's registered office is One Fleet Place, London, EC4M 7WS, London, United Kingdom. The consolidated financial statements of the Company as at and for the year-ended 31 March 2016 comprise the Company and its subsidiaries (together referred to as 'the Group' and individually as 'Group entities') and the Group's interest in jointly controlled entities. The Group primarily is involved in the mining of gold and nickel.
2. Basis of preparation
This section provides additional information about the overall basis of preparation that the directors consider is useful to be relevant in understanding these financial statements.
A. Overview
The consolidated financial statements of the parent company (the Company) and its subsidiaries (together, the Group) have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and as endorsed by the European Union (EU). Under section 408 of the Companies Act 2006, the Company has elected not to present its own income statement.
With the exception of certain items noted below, which are carried at fair value, the financial statements have been prepared under the historical cost convention. The consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand ($ thousand), except where otherwise indicated.
B. Going concern
The Directors, having considered the Group's and the Company's current trading activities, cash forecasts, funding position and the political and economic environment in which the Group operates for the period of at least twelve months from the date of approval of these Financial Statements, consider it appropriate to adopt the Going Concern basis in preparing the Financial Statements for the year-ended 31 March 2016.
In assessing the Group's future cash flows, the Directors utilized the following commodity prices:
· Gold price: Average of $1,150/oz was used for the 18 month period under assessment.
· Nickel price: Average of $8,697/t for the period July - December 2016 and $12,458/t for the period January - December 2017.
The average gold and nickel prices used are in line with current commodity prices, and market forecasts indicate that they are both likely to increase during the period under consideration.
The Group has exposure to the risk that overdraft facilities in subsidiaries may not be renewed by the bank. An overdraft of $4m falls due for renewed in December 2016, and another $7m overdraft falls due for renewal in May 2017. The Group has further exposure to the risk that other facilities falling due for renewal during the 18 month period under consideration may not be renewed by the banks as follows: a $3m loan falls due for renewal on the 28th of February 2017, and an asset financing facility of $1m falls due for renewal in July 2017. Based on historic relationship and ongoing communications with the bank, the Directors have no reason to believe that the overdraft and other facilities will not be renewed.The Directors' cash flow forecasts indicate that the Group will have sufficient cash available to continue in operation for at least twelve months period from the date of approval of these financial statements. Whilst the Directors believe that it is reasonable to assume that the uncertainties noted above will not result in a cash shortage for planned activities it cannot confirm with certainty that cash shortages will not arise requiring alternative spending plans to be required.
The Directors recognise that the renewal of the overdraft facilities represents a material uncertainty that may cast significant doubt as to the Group's ability to continue as a going concern and that therefore the company and the group may be unable to realise all their assets and discharge all of their liabilities in the normal course of business.
The Directors, after making enquiries and considering the uncertainties described above, believe that the Company and the Group have adequate 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.
The directors believe, however, that there is a material uncertainty in relation to the potential impact of non-compliance with Zimbabwean indigenisation legislation on going concern, refer to Note 2D.
C. Group structure
i. Basis of consolidation
The consolidated financial statements comprise the financial statements of Asa Resource Group plc and its subsidiaries as at 31 December 2016.
ii. The holding company
The ultimate holding company of the Group is Asa Resource Group plc, which is based and listed in London. Transactions between the Group and Asa Resource Group plc are disclosed in note 37.
iii. Entity with significant influence over the Group
China International Mining Group Corporation owns 16.29% (2015: 15.6%) of the ordinary shares in Asa Resource Group plc.
iv. Subsidiaries
a) Overview
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Specifically, the Group controls an investee if, and only if, the Group has all of the following:
· Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee)
· Exposure, or rights, to variable returns from its involvement with the investee
· The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights results in control. When the Group has less than a majority of the voting, or similar, rights of an investee, it considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
· The contractual arrangement(s) with the other vote holders of the investee
· Rights arising from other contractual arrangements
· The Group's voting rights and potential voting rights
The relevant activities are those which significantly affect the subsidiary's returns. The ability to approve the operating and capital budget of a subsidiary and the ability to appoint key management personnel are decisions that demonstrate that the Group has the existing rights to direct the relevant activities of a subsidiary.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary. Where the Group's interest is less than 100 per cent, the interest attributable to outside shareholders is reflected in non-controlling interests (NCIs).
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the NCIs, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
b) Non-controlling interests
Non-controlling interest (NCI) are measured at their proportionate share of the acquiree's identifiable net asset at the date of acquisition, and are presented immediately after the shareholder's equity section of the Consolidated Balance Sheet.
NCIs exist in less than wholly-owned subsidiaries of the Company and represent the outside interest's share of the carrying values of the subsidiaries. When the subsidiary company issues its own shares to outside interests, a dilution gain or loss arises as a result of the difference between the Company's share of the proceeds and the carrying value of the underlying equity. If the change in ownership does not result in loss of control, it is accounted for as an equity transaction.
Information about subsidiaries - The consolidated financial statements of the Group include the entities disclosed as subsidiaries in note 22.
v. Interests in Joint Arrangements
a) Overview
The Group undertakes a business activity through a joint arrangement. A joint arrangement is an arrangement over which two or more parties have joint control. Joint control is the contractually agreed sharing of control over an arrangement which exists only when the decisions about the relevant activities (being those that significantly affect the returns of the arrangement) require the unanimous consent of the parties sharing control.
b) Joint operations
A joint operation (JO) is a type of joint arrangement in which the parties with joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement.
The Group holds a 71.04% (2015: 70.47%) interest in the Klipspringer Diamond Mine and 80% (2015: 80%) in La Miniere De Zani Kodo SARL (MIZAKO) - See note 8 for more information.
In relation to its interests in JOs, the financial statements of the Group includes:
· Assets, including its share of any assets held jointly
· Liabilities, including its share of any liabilities incurred jointly
· Revenue from the sale of its share of the output arising from the joint operation
· Share of the revenue from the sale of the output by the joint operation
· Expenses, including its share of any expenses incurred jointly
All such amounts are measured in accordance with the terms of each arrangement which are in proportion to the Group's interest in the JO.
vi. Related party transactions
During the year, the Group entered into the transactions, in the ordinary course of business on an arm's length basis, with related parties as disclosed in note 37. Terms and conditions of transactions with related parties are disclosed in note 37.
vii. Compensation of key management personnel of the Group
Transactions between the Group and key management personnel are disclosed in note 13.
viii. Transactions eliminated on consolidation
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
ix. Companies with different year-ends than the parent Company
The following Democratic Republic of Congo ("DRC") indirect subsidiaries of Asa Resource Group plc have 31 December year-ends as required by DRC legislation, but have been consolidated into the Group accounts using their 31 March 2015 financial results:
· Mwana Africa Congo Gold SARL (Zani Kodo)
· La Miniere De Zani Kodo SARL (MIZAKO)
· Société d'exploration Minière du Haut Katanga SARL (SEMHKAT)
· Muya Resources SARL (Muya)
D. Indigenisation
The Group is subject to laws and regulations in the jurisdictions in which it operates. In particular, legislation in Zimbabwe requires that at least 51% of the shares of every public company and any other business is owned by indigenous Zimbabweans. In April 2016, the President of Zimbabwe issued a statement to clarify the requirement, specifically as it relates to the natural resource sector. This clarification allows existing companies to comply with indigenisation law by retaining 75% of revenue in Zimbabwe for example through employing local employees, procuring local services, and investing in the community.
Should a company fail to comply with the law, it would be given an opportunity to rectify its position, but ultimately the Zimbabwe government has the right to rescind its mining licences or expropriate assets.
The Group has prepared and filed a compliance plan for its Freda Rebeca gold mine. The plan is now in the process of being considered by government ministers. The Group is also in the process of preparing the plan for the BNC nickel mine, and intends to submit it for consideration before the end of the year. The directors have ongoing interaction with the ministers and are confident that the Group will continue to hold and have access to the mining licenses in place.
While the Group is progressing these plans to conform to indigenisation legislation, it is not currently in compliance. This non-compliance with the legislation could potentially result in rescindment of mining licenses in Zimbabwe held by the Group, which could have a material impact on the financial statements, including the carrying value of assets, and the application of the going concern basis of accounting.
The directors intend to comply with this legislation and believe the Group has a constructive relationship with the Zimbabwean government such that the licence rescindment is unlikely. Nevertheless the directors recognise that there is a material uncertainty associated with current non-compliance with indigenisation legislation and how this might be enforced, that may impact the recoverable amount of its Zimbabwean mining assets and that may cast significant doubt on its ability to continue as a going concern.
3. Significant estimates and judgements
A. Overview
The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates and assumptions are continually evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
In particular, the Group has identified a number of areas where significant judgements, estimates and assumptions are required. Further information on each of these areas and how they impact the various accounting policies are described with the associated accounting policy note within the related qualitative and quantitative note as described below. These include:
Judgements:
· Recovery of deferred tax assets (Note 3(B)(i))
· Exploration and evaluation expenditure (Note 3(B)(ii))
Estimates and assumptions:
· Ore reserve and mineral resource estimates (Note 3(C)(ii))
· Useful lives of assets(Note 3(C)(iii))
· Mine rehabilitation provisions (Note 4(C)(iv))
· Recoverability of assets (Note 4(D))
· Fair value measurement (Note 4(L)(iii))
B. Judgements
i. Deferred tax
In assessing the probability of realising deferred tax assets management makes estimates related to expectations of future taxable income, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognised. Also, future changes in tax laws could limit the Company from realising the tax benefits from the deferred tax assets. The Company reassesses unrecognised deferred income tax assets at each reporting period. See note 17 for more information.
ii. Exploration and evaluation expenditure
The application of the Group's accounting policy for exploration and evaluation (E&E) expenditure requires judgement to determine whether future economic benefits are likely from either future exploitation or sale, or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves.
In addition to applying judgement to determine whether future economic benefits are likely to arise from the Group's E&E assets or whether activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Group has to apply a number of estimates and assumptions. The determination of a JORC resource is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified (i.e., measured, indicated or inferred). The estimates directly impact when the Group defers E&E expenditure. The deferral policy requires management to make certain estimates and assumptions about future events and circumstances, particularly, whether an economically
viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of expenditure is unlikely, the relevant capitalised amount is written off to the statement of profit or loss and other comprehensive income in the period when the new information becomes available.
C. Estimates and assumptions
i. Overview
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below or in the related accounting policy note (see list above for references). The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Derivation of assumptions used in the estimation of the recoverable values of assets requires a significant amount of judgement. The assumptions underlying the estimated recoverable values include, amongst others, the technical performance, revenue, operating costs and discount rate (for discounted cash flow based valuations), and are based on management's best judgements at the date of signing the accounts.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:
ii. Ore reserve and mineral resource estimates
Ore reserves and mineral resource estimates are estimates of the amount of ore that can be economically and legally extracted from the Group's mining properties. Such reserves and mineral resource estimates and changes to these may impact the Group's reported financial position and results, in the following way:
· The carrying value of exploration and evaluation assets, mine properties, property, plant and equipment may be affected due to changes in estimated future cash flows
· Depreciation and amortisation charges in the statement of profit or loss and other comprehensive income may change where the useful life of the related assets change
· Provisions for rehabilitation and environmental provisions may change where reserve estimate changes affect expectations about when such activities will occur and the associated cost of these activities
· The recognition and carrying value of deferred income tax assets may change due to changes in the judgements regarding the existence of such assets and in estimates of the likely recovery of such assets
The Group estimates its ore reserves and mineral resources based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the ore body and suitable production techniques and recovery rates. Such an analysis requires complex geological judgements to interpret the data. The estimation of recoverable reserves is based upon factors such as estimates of foreign exchange rates, commodity prices, future capital requirements and production costs, along with geological assumptions and judgements made in estimating the size and grade of the ore body.
The Group estimates and reports ore reserves and mineral resources in line with the principles contained in the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, being the updated version released on 1 December 2013 ('the JORC Code'), which is a professional code of practice that sets minimum standards for Public Reporting of minerals Exploration Results, Mineral Resources and Ore Reserves. The JORC Code provides a mandatory system for the classification of minerals Exploration Results, Mineral Resources and Ore Reserves according to the levels of confidence in geological knowledge and technical and economic considerations in Public Reports. The JORC Code requires the use of reasonable investment assumptions, including:
· Future production estimates, which include proved and probable reserves, resource estimates and committed expansions
· Expected future commodity prices, based on current market prices, forward prices and the Group's assessment of the long-term average price
· Future cash costs of production, capital expenditure and rehabilitation obligations
Consequently, management will form a view of forecast sales prices based on current and long-term historical average price trends. For example, if current prices remain above long-term historical averages for an extended period of time, management may assume that lower prices will prevail in the future. As a result, those lower prices would be used to estimate ore reserves and mineral resources under the JORC Code. Lower price assumptions generally result in lower estimates of reserves.
As the economic assumptions used may change and as additional geological information is produced during the operation of a mine, estimates of ore reserves and mineral resources may change.
The life of mine periods used for the purpose of calculating estimated recoverable values are based on ore reserve and mineral resource estimates. These judgements used by management correspond to realistic scenarios taking into account the information available.
iii. Useful lives of assets
Depreciation, depletion and amortisation rates are calculated on a straight-line basis based on the estimated assets' useful lives.
Should the assets' useful lives differ from the initial estimate, an adjustment would be made. The assets' useful lives are estimated based on the shorter of the life of the mine and the useful life of the specific component of the asset. Asa Resource Group utilises independent asset valuators to determine the residual value of property, plant and equipment assets, and any material movement in the residual value is accounted for as a change in estimate in terms of IAS 8. See note 19 for more information.
iv. Rehabilitation provisions
The Group assesses its mine closure cost provision annually. Significant estimates and assumptions are made in determining the provision for mine closure cost as there are numerous factors that will affect the ultimate liability payable. These factors include estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases, mine life and changes in discount rates. Those uncertainties may result in future actual expenditure differing from the amounts currently provided. The provision at the balance sheet date represents management's best estimate of the present value of the future closure costs required. Changes to estimated future costs are recognised in the statement of financial position by adjusting the mine closure cost liability and the related asset originally recognised.
4. Summary of significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
A. Financial instruments
i. Initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
ii. Financial assets
a) Initial recognition and measurement
The Group's financial assets include loans and receivables, cash and short-term deposits and AFS financial investments. The Group has no hedging or derivative instruments.
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
b) Subsequent measurement
The subsequent measurement of financial assets is as follows:
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
The Group initially recognises loans and receivables on the date that they originate. All other financial assets (including assets designated at fair value through profit and loss) are recognised initially on trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
c) Impairment of financial assets
The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred 'loss event') has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include: indications that the debtor, or a group of debtors, is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation, and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
iii. Financial liabilities
a) Initial recognition and measurement
The Group's financial liabilities include trade and other payables, interest-bearing loans and borrowings, including bank overdrafts.
The Group initially recognises debt securities issued and subordinated liabilities on the date that they originate. All other financial liabilities are recognised initially on the trade date that the Group becomes a party to the contractual provisions of the instrument.
The Group de-recognises a financial liability when its contractual obligations are discharged, cancelled or expire.
iv. Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, but exclude any restricted cash. Restricted cash is not available for use by the Group and therefore is not considered highly liquid - for example, cash set aside to cover rehabilitation obligations.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits as defined above, net of outstanding bank overdrafts.
v. Current versus non-current classification
The Group presents assets and liabilities in statement of financial position based on current/non-current classification. An asset is current when it is either:
· Expected to be realised or intended to be sold or consumed in normal operating cycle,
· Held primarily for the purpose of trading,
· Expected to be realised within 12 months after the reporting period, or
· Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
All other assets are classified as non-current.
A liability is current when either:
· It is expected to be settled in the normal operating cycle,
· It is held primarily for the purpose of trading,
· It is due to be settled within 12 months after the reporting period, or
· There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
B. Intangible assets - Exploration and evaluation assets
All expenditure directly related to mineral exploration is capitalised on a project-by-project basis, pending the determination of the feasibility of the project. Exploration costs include direct exploration expenses as well as operating costs such as administration and salary costs. Depreciation of property, plant and equipment used in exploration activities is capitalised to intangible exploration and evaluation assets.
Exploration and evaluation activity involves the search for mineral resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:
· Researching and analysing historical exploration data
· Gathering exploration data through geophysical studies
· Exploratory drilling and sampling
· Determining and examining the volume and grade of the resource
· Surveying transportation and infrastructure requirements
· Conducting market and finance studies
In evaluating whether the expenditures meet the criteria to be capitalised, several different sources of information are used. The information that is used to determine the probability of future benefits depends on the extent of exploration and evaluation that has been performed.
For the purpose of impairment assessment, capitalised exploration and evaluation expenditures are allocated to the cash generating units on the basis of the exploration field in which the costs have been incurred.
C. Property, plant and equipment
i. Initial recognition
Items of non-mining property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and, for qualifying assets (where relevant), borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. The capitalised value of a finance lease is also included in property, plant and equipment.
ii. Depreciation
Property, plant and equipment are generally depreciated on a straight-line basis over their estimated useful lives, as follows:
· Mining assets: mining assets consists of plant and equipment used in mining operations and is depreciated at varying rates on a straight-line basis over the expected useful lives (defined by reference to the life of mine). It also includes capitalised mine development costs and development projects. The Group's policy is to depreciate the cost in equal instalments over the estimated economic life of the project. These costs are depreciated from the date on which commercial production begins;
· Smelter and refinery assets: smelter and refinery assets are depreciated at varying rates on a straight-line basis over the expected useful lives, which range from 5 to 40 years;
· Plant and equipment and motor vehicles: plant and equipment and motor vehicles are depreciated on a straight line basis over their estimated useful lives at the annual rate of 10% and 20% respectively;
· Buildings: buildings are depreciated on a straight-line basis over the expected useful lives, currently 40 years; and
· Land is not depreciated.
The lives of the mines as at 31 March 2016 were as follows:
· Bindura Nickel Corporation:
o Trojan Mine - 9 years
· Freda Rebecca - 6 years
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in statement of profit or loss and other comprehensive income when the asset is derecognised.
The asset's residual values, useful lives and methods of depreciation/amortisation are reviewed at each reporting period and adjusted prospectively, if appropriate.
iii. Major maintenance and repairs
Expenditure on major maintenance refits or repairs comprises the cost of replacement assets or parts of assets and overhaul costs. Where an asset, or part of an asset, that was separately depreciated and is now written off is replaced, and it is probable that future economic benefits associated with the item will flow to the Group through an extended life, the expenditure is capitalised.
Where part of the asset was not separately considered as a component and therefore not depreciated separately, the replacement value is used to estimate the carrying amount of the replaced asset(s) which is immediately written off. All other day-to-day maintenance and repairs costs are expensed as incurred.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale (a qualifying asset) are capitalised as part of the cost of the respective asset. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Where funds are borrowed specifically to finance a project, the amount capitalised represents the actual borrowing costs incurred. Where surplus funds are available for a short term from funds borrowed specifically to finance a project, the income generated from the temporary investment of such amounts is also capitalised and deducted from the total capitalised borrowing cost. Where the funds used to finance a project form part of general borrowings, the amount capitalised is calculated using a weighted average of rates applicable to relevant general borrowings of the Group during the period.
All other borrowing costs are recognised in the statement of profit or loss and other comprehensive income in the period in which they are incurred.
Even though exploration and evaluation assets can be qualifying assets, they generally do not meet the 'probable economic benefits' test and also are rarely debt funded. Any related borrowing costs incurred during this phase are therefore generally recognised in the statement of profit or loss and other comprehensive income in the period they are incurred.
D. Impairment
i. Overview
Each asset or cash generating unit ("CGU") is evaluated annually at 31 March, to determine whether there are any indications of impairment. If any such indications of impairment exist, a formal estimate of the recoverable amount is performed.
In assessing whether an impairment is required, the carrying value of the asset or CGU is compared with its recoverable amount. The recoverable amount is estimated based on discounted future estimated cash flows (expressed in real terms) expected to be generated from the continued use of the CGUs using market based commodity price and exchange assumptions, estimated quantities of recoverable minerals, production levels, operating costs and capital requirements, including any expansion projects, and its eventual disposal, based on the CGU's latest life of mine ("LOM") plans. These cash flows were discounted using a real post-tax discount rate that reflected current market assessments of the time value of money and the risks specific to the CGU.
Estimates of quantities of recoverable minerals, production levels, operating costs and capital requirements and sourced from out planning process, including the LOM plans, five-year plans, one-year budgets, etc.
The Group considers the inputs and the valuation approach to be consistent with the approach taken by market participants.
ii. Key assumptions
The determination of recoverable amount is most sensitive to the following key assumptions:
· Production volumes
· Commodity prices
· Discount rates
· Exchange rates
a) Production volumes
Estimated production volumes are based on detailed life-of-mine plans and take into account development plans for the mines agreed by management as part of the long-term planning process. Production volumes are dependent on a number of variables, such as: the recoverable quantities; the production profile; the cost of the development of the infrastructure necessary to extract the reserves; the production costs; the contractual duration of mining rights; and the selling price of the commodities extracted.
As each producing mine has specific reserve characteristics and economic circumstances, the cash flows of the mines are computed using appropriate individual economic models and key assumptions established by management.
b) Commodity prices
Forecast commodity prices are based on management's estimates and are derived from forward price curves and long-term views of global supply and demand, building on past experience of the industry and consistent with external sources. These prices are adjusted to arrive at appropriate consistent price assumptions for the different qualities and type of commodities, or, where appropriate, contracted prices were applied. These prices are reviewed at least annually.
c) Discount rates
This discount rate is derived from the Group's post-tax weighted average cost of capital (WACC), with appropriate adjustments made to reflect the risks specific to the CGU and to determine the pre-tax rate. The WACC takes into account both debt and equity. The cost of equity is derived from the expected return on investment by the Group's investors. The cost of debt is based on its interest-bearing borrowings the Group is obliged to service. Segment-specific risk is incorporated by applying individual beta factors. The beta factors are evaluated annually based on publicly available market data.
d) Exchange rates
Foreign exchange rates are estimated with reference to external market forecasts and updated at least annually. The rates applied for the first five years of the valuation are based on observable market data including spot and forward values, thereafter the estimate is interpolated to the long term assumption, which involves market analysis including equity analyst estimates.
Refer to note 35 for the group's impairment note.
iii. Non-derivative financial assets
When a decline in the fair value of an available-for-sale financial asset has been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative loss that had been recognised directly in equity is recognised in profit or loss even though the financial asset has not been de-recognised. The amount of the cumulative loss that is recognised in the income statement is the difference between the acquisition cost and current fair value, less any impairment loss on that financial asset previously recognised in the income statement.
The Company assesses for impairment the value of its investments in and loans to its subsidiaries when there are indicators of impairment.
An impairment loss in respect of an investment in an equity instrument classified as available-for-sale is not reversed through the income statement. If the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in the income statement, the impairment loss is reversed through the income statement.
Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.
E. Inventories
Inventory is valued at the lower of cost, determined on the weighted average basis, and estimated net realisable value. In determining the cost of raw materials, consumables and goods purchased for resale, the weighted average purchase price is used.
For finished goods and work in progress, cost is determined by using the weighted-average method and comprises direct purchase costs and an appropriate portion of fixed and variable overhead costs, including depreciation and amortisation, incurred in converting materials into finished goods, based on the normal production capacity. The cost of externally sourced inventory is calculated as the weighted average purchase cost plus additional costs on processing.
Net realisable value is the estimated future sales price of the product the entity expects to realise when the product is processed and sold, less estimated costs to complete production and bring the product to sale. The estimated future sales price is calculated based on market prices prevailing as at the year-end.
For gold finished goods and work in progress, which includes quantities of gold in process, cost is taken as production cost, which includes an appropriate proportion of attributable overheads. Gold bullion and gold in process are physically measured or estimated and valued at the lower of cost or net realisable value.
The assumptions used in the valuation of nickel work-in-progress and nickel finished goods inventories include estimates of nickel contained in the concentrates produced, recovery percentage and the estimation of the nickel price expected to be realised when the nickel is recovered.
No value is attached to inventory of by-products.
Consumables of materials and supplies are valued at the lower of cost, determined on the weighted average basis, or net realisable value. Any provision for obsolescence is determined by reference to specific items of stock. A regular review is undertaken to determine the extent of any provision for obsolescence.
F. Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed - for example, under an insurance contract - the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit or loss and other comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as part of finance costs in the statement of profit or loss and other comprehensive income.
G. Rehabilitation provisions
A provision is recognised when the Group has a present legal or constructive obligation as a result of past events, and when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Estimated long-term environmental obligations, comprising pollution control, rehabilitation and mine closure, are based on the Group's environmental management plans in compliance with current technology, environmental and regulatory requirements.
On initial recognition, the net present value of estimated future decommissioning costs are capitalised to property, plant and equipment and the concomitant provisions are raised. These estimates are reviewed annually and discounted using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Any increases in such revised estimates are capitalised to property, plant and equipment while decreases in estimates are recognised as an impairment of the asset in the period in which they are incurred.
H. Revenue
i. Overview
Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, and sales taxes or duty. The Group has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in its revenue arrangements, has pricing latitude and is also exposed to inventory and credit risks.
Revenue represents the sale of gold, nickel and diamonds net of discounts and taxes. Revenue also includes toll refining and processing of material on behalf of, or purchased from, non-group companies.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have been transferred, which is considered to occur when title passes to the customer. This generally occurs when product is physically transferred onto a vessel, train, conveyor or other delivery mechanisms. Revenue is measured at the fair value of the consideration received or receivable.
The timing of the transfer of risks and rewards and measurement varies depending on the item sold, which occurs as follows:
· Revenue from the sale of gold is based on the spot price on the date of delivery, which is also the point at which the Company recognises the revenue for gold sales.
· Revenue from the sale of nickel is recognised on delivery and the measurement based on the international market price of nickel.
· Diamond revenue is based on negotiated prices and recognised on delivery.
The following criteria are also applicable to other specific revenue transactions:
ii. Interest revenue
For all financial instruments measured at amortised cost and interest-bearing financial assets classified as available-for-sale, interest income or expense is measured using the EIR, which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset or liability. Interest revenue is included in finance revenue in the statement of profit or loss and other comprehensive income.
I. Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the date of inception. The arrangement is assessed to determine whether fulfilment is dependent on the use of a specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that right is not explicitly specified in an arrangement. The Group is not a lessor in any transactions, it is only lessee.
Leases where the lessor retains the risks and rewards of ownership of the underlying asset are classified as operating leases. Operating lease payments are recognised as an operating expense in the statement of profit or loss and other comprehensive income on a straight-line basis over the lease term.
The Group has not entered into any finance lease arrangements.
J. Employee benefits
i. Defined contribution pension scheme
Certain companies in the Group operate defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds.
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund is available or a reduction in future payments is available.
ii. Share-based payments
Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are given in in Note 33.
That cost is recognised in employee benefits expense (Note 14), together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of dilute earnings per share (further details are given in Note 18). There is no dilutive effect as a result of the Asa options in issue currently.
iii. Cash-settled transactions
A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense (see Note 14).
K. Taxation
The tax expense represents the sum of the current tax (including withholding tax) and deferred tax.
i. Current tax
Current tax payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date. Current tax also includes any tax liability arising from withholding tax on dividends.
ii. Deferred tax
Deferred tax is measured on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests in joint arrangements, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and laws that have been enacted, or substantively enacted, by the balance sheet date. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the associated deferred tax is also dealt with in equity.
Deferred tax assets and liabilities are offset only when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.
L. Fair value
i. Carrying value versus fair value
Management assessed that the fair values of cash and short-term deposits, trade receivables, non-current investments, non-current receivables, trade payables, bank overdrafts, loans payables and other current liabilities approximate their carrying amounts of these instruments.
M. Foreign currencies
The Group's consolidated financial statements are presented in US dollars, which is also the parent company's functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
i. Transactions and balances
Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
ii. Group companies
On consolidation, the assets and liabilities of foreign operations are translated into US dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss.
5. Revised and amended standards and interpretations
Standards, amendments and interpretations that are effective
The following revised and amended standards, which have been endorsed by the EU, have been adopted by the Group in these consolidated financial statements; the adoption has had no material impact on the Group's net cash flows, financial position, total comprehensive income or earnings per share. Other than the changes described below, the accounting policies adopted are consistent with those of the previous financial year.
Standard | Summary of changes and impact on Asa Resource Group plc |
IFRS 2 Share-based Payment - EU effective date 1 February 2015 | This improvement is applied prospectively and clarifies various issues relating to the definitions of performance and service conditions which are vesting conditions. The clarifications are consistent with how the Group has identified any performance and service conditions which are vesting conditions in previous periods. In addition, the Group had not granted any awards during its fiscal years 2015 and 2016. Thus, these amendments did not impact the Group's financial statements or accounting policies. |
IFRS 8 Operating Segments - EU effective date 1 February 2015 | The amendments are applied retrospectively and clarify that: · An entity must disclose the judgements made by management in applying the aggregation criteria in paragraph 12 of IFRS 8, including a brief description of operating segments that have been aggregated and the economic characteristics (e.g., sales and gross margins) used to assess whether the segments are 'similar' · The reconciliation of segment assets to total assets is only required to be disclosed if the reconciliation is reported to the chief operating decision maker, similar to the required disclosure for segment liabilities. The Group has not applied the aggregation criteria in IFRS 8.12. The Group has presented the reconciliation of segment assets to total assets in previous periods and continues to disclose the same in Note 7 in this period's financial statements as the reconciliation is reported to the chief operating decision maker for the purpose of her decision-making. |
B. Standards, amendments and interpretations that are not yet effective
The following new, revised and amended standards and interpretations have been issued and endorsed by the EU unless otherwise stipulated, but are not yet effective and have not been adopted by the Group in these consolidated financial statements. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. The Group cannot at this stage determine the impact that such new standard, interpretation or amendment will have on it.
Standard | Summary of changes and impact on Asa Resource Group plc |
IFRS 9 'Financial Instruments' - effective 1 January 2018, not yet adopted by EU | This standard covers classification and measurement of financial assets and financial liabilities, impairment methodology and hedge accounting. It will supersede IAS 39 'Financial Instruments: Recognition and Measurement'. |
IFRS 15 'Revenue from Contracts with Customers' - effective 1 January 2018, not yet adopted by EU | This standard provides a single model for accounting for revenue arising from contracts with customers. IFRS 15 will supersede IAS 18 'Revenue'. |
IFRS 16 'Leases' - effective 1 January 2019, not yet adopted by EU | This standard provides a new model for lease accounting in which all leases, other than short-term and small-ticket-item leases, will be accounted for by the recognition on the balance sheet of a right-to-use asset and a lease liability, and the subsequent amortization of the right-to-use asset over the lease term. |
Amendment to IAS 7 Statement of cash flows - effective 1 January 2017, not yet adopted by EU | This amendment requires an entity to provide that enable users of financial statements to evaluate changes in liabilities arising from financing activities. |
Amendments to IAS 12 Income Taxes - effective 1 January 2017, not yet adopted by EU
| The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductible temporary differences. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explains in which circumstances taxable profit may include the recovery of some assets for more than their carrying amount. |
6. Financial risk management
A. Financial risk management objectives and policies
The Group's principal financial liabilities, comprise accounts payable, bank loans and overdrafts. The main purpose of these financial instruments is to manage short-term cash flow and raise finance for the Group's capital expenditure programme. The Group's principal financial assets, comprise trade and other receivables and cash and short-term deposits that arise directly from its operations.
B. Risk exposures and responses
The Group manages its exposure to key financial risks in accordance with its financial risk management policy.
The objective of the policy is to support the delivery of the Group's financial targets while protecting future financial security. The main risks that could adversely affect the Group's financial assets, liabilities or future cash flows are market risks comprising commodity price risk, cash flow interest rate risk and foreign currency risk; liquidity risk; and credit risk. Management reviews and agrees policies for managing each of these risks that are summarised below.
The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The subsidiaries report regularly to the Board of Directors on their activities and their risk management procedures. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
The Board is supported by the Audit Committee that advises on financial risks and the appropriate financial risk governance framework for the Group. The Audit Committee provides assurance to the Group's senior management that the Group's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies and risk objectives. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken. Currently, the Group does not currently apply any form of hedge accounting.
This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included within note 34.
The Group has exposure to the following risks in relation to its operating and financial activities:
· market risk,
· credit risk, and
· liquidity risk.
i. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: commodity price risk, interest rate risk and currency risk. Financial instruments affected by market risk include loans and borrowings, deposits, trade receivables, trade payables and accrued liabilities.
The Group's earnings are exposed to movements in the prices of gold, nickel, and diamonds that it produces. The Group is also exposed to movements in interest rates on cash and cash equivalents as well as the risk related to market price of the investments held. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Sensitivity analyses are prepared on the basis that the amount of net debt, the ratio of fixed-to-floating interest rates on the debt, and the proportion of financial instruments in foreign currencies are all constant. The sensitivity analyses ire intended to illustrate the sensitivity to changes in market variables on the Group's financial instruments and show the impact on profit or loss and shareholders' equity, where applicable.
The analyses exclude the impact of movements in market variables on the carrying value of provisions.
a. Commodity price risk
The Group is exposed to the risk of fluctuations in prevailing market commodity prices on the mix of mineral products it produces. The Group's policy is to manage these risks through the use of contract-based prices with customers.
The Group's policy is to hedge commodity price risk, but this has not yet been implemented in the Group. Consequently, as at 31 March 2016 and during the year, the Group did not have any long term commodity price hedges in place.
Physical commodity contracts - The Group also enters into physical commodity contracts in the normal course of business. These contracts are not derivatives and are treated as executory contracts, which are recognised and measured at cost when the transactions occur.
b. Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates.
The Group's policy is to manage its interest cost using a mix of fixed and variable rate debt. The Group's policy is to keep between 10% and 45% of its borrowings at fixed rates of interest.
c. Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group has transactional currency exposures that arise from sales or purchases in currencies other than the respective functional currencies, including pound sterling and the South African rand. The Group manages this risk by matching receipts and payments in the same currency and monitoring movements in exchange rates. Such risks include the effect of movements in exchange rates on the Group's forecasts of capital and operating expenditure, and on the Group's forecasts of revenue. The Group's policy is not to hedge currency risk. Consequently, as at 31 March 2016 and during the year, the Group did not have any currency hedges in place.
None of the Group's sales are denominated in currencies other than the functional currencies, and a minimal amount of costs are denominated in currencies other than the functional currencies of the entities in the Group.
ii. Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's receivables from customers.
The Company's cash balances are held in investments and with institutions considered by the directors to have a low risk of default. The Group's policy on credit risk is to seek, to the extent possible, to deal with customers with a strong financial position, and to ensure that appropriate measures are taken to reduce the level of counterparty credit risk. Such measures may include limiting shipments of material while balances are outstanding, requesting the use of bank and/or corporate guarantees, and, where appropriate, retention of amounts owed by the Group to its counterparties by way of offset against amounts owed to the Group. At year-end, the Group's principal customers are Fidelity Printers and Refineries who purchases gold production from Freda Rebecca, as well as Glencore who purchases nickel production from BNC.
iii. Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due and is measured by reference to cash levels and forecasted cash flows. The Group's approach to managing liquidity is to seek to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The Group monitors its current and forecasted cash and cash equivalents positions to ensure that it will be able to meet its financial commitments.
The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts and bank loans.
C. Guarantees
The Group's policy is to provide financial guarantees only to subsidiaries. At 31 March 2016, the Company has issued a guarantee to bond holders in respect of the full amount of the Bindura Nickel Corporation Ltd bond (see note 38 for more information).
D. Capital management
For the purpose of the Group's capital management, capital includes issued capital and all other equity reserves attributable to the equity holders of the parent.
The Company's primary objectives when managing its capital are:
· to ensure that the Company is able to operate as a going concern;
· to have available both the necessary financial resources and the appropriate equity to allow the Company to make investments including, where necessary, further investment in existing subsidiaries, that will deliver acceptable future returns to the Company's shareholders; and
· to maintain sufficient financial resources to mitigate against risks and unforeseen events.
In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to its interest-bearing loans and borrowings that form part of its capital structure requirements. Breaches in the financial covenants would permit the bank to immediately call interest-bearing loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowings in the current or prior period.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended 31 March 2016 and 31 March 2015. There were no changes in the Company's approach to capital management in the year. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
Refer to note 27 for the group's issued share capital.
The Group monitors capital using a gearing ratio, which is net debt divided by the aggregate of equity and net debt. The Group's policy is to keep the gearing ratio between 20% and 40%. The Group includes in its net debt, interest-bearing loans and borrowings, trade and other payables, less cash and short-term deposits.
7. Segmental information
This section provides additional information that is most relevant in explaining the Group's performance during the year.
· Segment information
· Information about reportable segments - Operational
· Information about reportable segments - Geographical
A. Segment information
The Group's activities are principally related to mining operations which involve the exploration, production and sale of gold and nickel. For management purposes, the Group is organised into business units based on the type of activities, geographical location and metal product produced, and has four reportable segments:
· The gold segment develops and mines gold that is ultimately sold as gold bullion;
· The nickel segment develops and mines nickel that is ultimately sold as nickel in concentrate;
· The diamond segment recovers diamonds from a slimes retreatment programme which are ultimately exported; and
· The exploration segment explores and evaluates areas of interest in Mwana Africa Congo Gold SARL (Zani Kodo), La Miniere De Zani Kodo SARL (MIZAKO), and Société d'exploration Minière du Haut Katanga SARL (SEMHKAT) sites in the Democratic Republic of Congo with the aim to assess the feasibility of new mines. The exploration segment includes costs charged to the profit and loss and capitalised as assets.
These business units are managed separately because they require different technology and marketing strategies.
The Group's administration, financing (including finance costs and finance income), and income taxes are managed at a corporate level and are not allocated to operating segments. Transfer prices between operating segments are set on an arm's length basis in a manner similar to transactions with third parties.
The accounting policies used by reporting segments are the same as those used by the Group as contained in Note 4 of the financial statements.
The Board and senior management monitor the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements.
B. Information about reportable segments - Operations
Gold | Nickel | Diamonds | Exploration | Total | |||||||||
(Freda Rebecca) | (Bindura NickelCorporation) | (Klipspringerdiamond mine) | (Zani Kodo, MIZAKO and SEMHKAT) | For reportable segments (before consolidation entries) | |||||||||
2015 | 2015 | 2015 | 2015 | 2015 | |||||||||
$'000 | $'000 | $'000 | $'000 | $'000 | |||||||||
External revenue | 77 751 | 72 083 | 42 268 | 78 872 | 1 297 | 1 361 | - | - | 121 316 | 152 316 | |||
Reportable segment profit/(loss) before income tax | 4 509 | (1 060) | 1 233 | 15 955 | (1 337) | (645) | 1 788 | 1 788 | 6 193 | 16 038 | |||
Impairment reversal/(loss) | 312 | - | 3 400 | - | 12 | - | - | - | 3 724 | - | |||
Depreciation and amortisation | (4 606) | (5 747) | (2 035) | (2 297) | - | (27) | (17) | (45) | (6 658) | (8 116) | |||
Reportable segment assets | 66 721 | 64 737 | 101 406 | 92 484 | 2 218 | 1 416 | 163 141 | 199 479 | 333 486 | 358 116 | |||
Reportable additions to property, plant and equipment | 5 811 | 5 624 | 14 550 | 8 718 | 2 | 11 | 20 | 1 | 20 383 | 14 354 | |||
Reportable additions to intangible assets | - | - | - | - | - | - | 3 723 | 6 415 | 3 723 | 6 415 | |||
Because the Group has only two customers: BNC sells all nickel in concentrate to Glencore International AG, and Freda Rebecca sells all its gold bullion to Fidelity Printers and Refiners, thus the Group's credit risk is concentrated on only two customers.
C. Reconciliation of reportable segments information
TotalFor reportable segments(before consolidation entries) | Corporate(not a reportable segment) | Consolidation entries | Totalas per Financial Statements | |||||||
2015 | 2015 | 2015 | 2015 | |||||||
$'000 | $'000 | $'000 | $'000 | |||||||
External revenue | 121 316 | 152 316 | - | - | - | - | 121 316 | 152 316 | ||
Reportable segment profit/(loss) before income tax | 6 193 | 16 038 | (11 777) | (1 249) | 344 | 80 | (5 240) | 14 869 | ||
Impairment reversal/(loss) | 3 724 | - | (181) | (749) | 167 | 5 075 | 3 710 | 4 326 | ||
Depreciation and amortisation | (6 658) | (8 116) | (52) | (30) | (54) | - | (6 764) | (8 146) | ||
Reportable segment assets | 333 486 | 358 116 | 440 280 | 408 127 | (538 267) | (544 950) | 235 499 | 221 293 | ||
Reportable additions to property, plant and equipment | 20 383 | 14 354 | 901 | 777 | - | - | 21 284 | 15 131 | ||
Reportable additions to intangible assets | 3 723 | 6 415 | - | - | - | - | 3 723 | 6 415 |
D. Information about reportable segments - Geographical
| ||||||||||||||||
South Africa and Zimbabwe ¹ | Democratic Republic of the Congo | United Kingdom | Consolidation entries | Total perFinancial Statements | ||||||||||||
2015 | 2015 | 2015 | 2015 | 2015 |
| |||||||||||
$'000 | $'000 | $'000 | $'000 | $'000 |
| |||||||||||
External revenue | 121 316 | 152 316 | - | - | - | - | - | - | 121 316 | 152 316 |
| |||||
Non-current assets excluding financial assets | 106 585 | 92 638 | 73 442 | 69 726 | 134 | 68 | - | - | 180 161 | 162 432 |
| |||||
¹ The main products at Freda Rebecca and BNC during the year were gold and nickel respectively and the major customers were well-established commodities' traders.
8. Loss from joint OPERATION
The Group has one joint operations. It holds a 71.04% interest (2015: 70.47%) in the Klipspringer Diamond Mine joint arrangement ("KJV").
KJV is structured as a separate unincorporated vehicle and the Group has proportionately consolidated its share of its net assets. The Group does not have control over the joint operation as the decision making is still shared between the joint operation partners. In accordance with the agreement under which KJV was established, the Group and the other investor in the joint operation have agreed to make additional contributions in proportion to their interests. Asa Resource Group is currently the sole funder of the joint operation and the joint operation partners' interest is being diluted in accordance with the contractual agreement.
The mine, which is situated in South Africa's Limpopo Province, was placed on care and maintenance in February 2011 following a number of severe weather incidents which occurred in December 2010 and January 2011, flooding the shaft bottom lower (7) level.
The slimes retreatment process, that began in August 2013, is outsourced to a third party that utilises its own plant and equipment to recover the diamonds, and charges KJV a fee in order to do so, which is classified as cost of sales.
The following table summarises the financial information of KJV as included in the Group Consolidated Statement of Profit and Loss:
2016 | 2015 | ||||
$'000 | $'000 | ||||
Revenue | 1 297 | 1 361 | |||
Cost of sales¹ | (843) | (1 342) | |||
Gross profit/(loss) | 454 | 19 | |||
Other income | 803 | 192 | |||
Care and maintenance expenses | (454) | (562) | |||
General and administrative expenses | (189) | (294) | |||
Profit/(loss) before tax | 614 | (645) | |||
¹ The cost of sales above has been offset against provision for mine closure movement of $0.163m, the total cost of sales before the offset is $1.0m.
9. Retrenchment and restructuring expenses
In the current and prior years, such costs related to restructuring activities in respect of the London and Johannesburg offices, and the exploration staff in the Democratic Republic of Congo (Mwana Africa Congo Gold SARL, MIZAKO SARL and SEMHKAT SARL). The costs mainly related to retrenchments and other legal costs associated with the restructuring process in total. This is not likely to occur in the coming financial years, but was associated with the outcome of the Extraordinary General Meeting held during the year.
Retrenchment and restructuring expenses comprises:
2016 | 2015 | ||||
$'000 | $'000 | ||||
Staff restructuring costs | 2 781 | 677 | |||
Legal fees | 186 | - | |||
Total restructuring expenses | 2 967 | 677 |
10. OTHER INCOME
Other income comprises:
2016 | 2015 | ||||
$'000 | $'000 | ||||
Freda Rebecca insurance payout | 499 | 315 | |||
Freda Rebecca rent income | 221 | - | |||
Bindura Estates farm revenue | 304 | - | |||
BNC other revenue | 246 | 1 091 | |||
Sundry income | 89 | 517 | |||
Total other income | 1 359 | 1 923 |
Insurance refund
Freda Rebecca received $0.5m (2015: nil) as a result of an insurance refund following the write off of an item of plant and machinery damaged during the year.
11. NON-CONTROLLING INTEREST
2016 | 2015 | ||||||||||||
Bindura Nickel Corporation Ltd | Freda Rebecca Gold Mine Ltd | Grouptotal | Bindura Nickel Corporation | Freda Rebecca Gold Mine Ltd | Grouptotal | ||||||||
Annual Financial Statements | Consolidation entries | Translation reserve | Annual Financial Statements | Consolidation entries | Annual Financial Statements | Consolidation entries | Translation reserve | Annual Financial Statements | Consolidation entries | ||||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
NCI percentage | 25.27% | 25.27% | 25.27% | 15.00% | 15.00% | 25.27% | 25.27% | 25.27% | 15.00% | 15.00% | |||
Non-current assets | 77 117 | (7 377) | - | 50 850 | (2 802) | 117 788 | 59 310 | (7 653) | - | 46 418 | - | 98 075 | |
Current assets | 24 290 | - | - | 15 871 | - | 40 161 | 33 774 | - | - | 18 319 | - | 52 093 | |
Non-current liabilities | 37 458 | 2 802 | - | 35 130 | - | 75 390 | 34 545 | - | - | 29 445 | - | 63 990 | |
Current liabilities | 24 318 | - | - | 14 708 | (2 802) | 36 224 | 19 558 | - | - | 19 742 | - | 39 300 | |
Translation reserve | - | - | (7 724) | - | - | (7 724) | - | - | (7 724) | - | - | (7 724) | |
Net assets | 39 631 | (10 179) | 7 724 | 16 883 | - | 54 059 | 38 981 | (7 653) | 7 724 | 15 550 | - | 54 602 | |
Carrying amount of NCI | 10 015 | (2 572) | 1 952 | 2 532 | - | 11 927 | 9 852 | (1 934) | 1 952 | 2 333 | - | 12 202 | |
Revenue | 42 268 | - | - | 77 751 | - | 120 019 | 78 872 | - | - | 72 083 | - | 150 955 | |
Profit | 649 | (2 527) | - | 1 332 | - | (546) | 11 174 | 3 768 | - | (2 092) | - | 12 850 | |
OCI | - | - | - | - | - | - | - | - | - | - | - | - | |
Total comprehensive income | 649 | (2 527) | - | 1 332 | - | (546) | 11 174 | 3 768 | - | (2 092) | - | 12 850 | |
Profit allocated to NCI | 164 | (639) | - | 200 | - | (275) | 2 824 | 952 | - | (314) | - | 3 462 | |
Reconciliation of carrying amount of NCI: | |||||||||||||
Opening carrying amount of NCI | 9 852 | (1 934) | 1 952 | 2 332 | - | 12 202 | 6 990 | (2 876) | 1 945 | 2 646 | - | 8 705 | |
NCI share of profits - current | 164 | (639) | - | 200 | - | (275) | 2 824 | 952 | - | (314) | - | 3 462 | |
Change in NCI- issue of shares | - | - | - | - | - | - | 46 | - | - | - | - | 46 | |
Change in NCI - adjustment | - | - | - | - | - | - | (8) | (10) | 7 | - | - | (11) | |
Closing carrying amount of NCI | 10 016 | (2 573) | 1 952 | 2 532 | - | 11 927 | 9 852 | (1 934) | 1 952 | 2 332 | - | 12 202 |
Bindura Nickel Corporation Ltd (BNC) is a public company listed on the Zimbabwe Stock Exchange. It has 1,239,656,591 (2015: 1,239,656,591) shares in issue, 926,359,603 (2015: 926,359,603) of which are held directly and indirectly by the Asa Resource Group plc. This equates to 74.73% (2015: 74.73%). The balance of the shares in BNC are freely traded on the Zimbabwe Stock Exchange, and make up the non-controlling interest of 25.27% (2015: 25.27%).
Freda Rebecca Gold Mine Ltd is a private company with 265,570,717 ordinary shares in issue with a par value of $0.000,009,940 per share. Asa Resource Group plc holds 225,735,109 (2015: 225,735,109) of these shares, and the balance is held by an indigenised Zimbabwean, being 15% (2015: 15%).
12. Amounts payable to AUDITOR
Amounts payable to the auditor comprises:
2016 | 2015 Restated | ||||
$'000 | $'000 | ||||
Amounts payable to current auditors: | |||||
Audit of these financial statements | 85 | - | |||
Audit of financial statements of subsidiaries pursuant to legislation | 155 | - | |||
Total fees payable to current auditors | 240 | - | |||
Amounts payable to previous auditors: | |||||
Audit of these financial statements | - | 84 | |||
Audit of financial statements of subsidiaries pursuant to legislation | - | 166 | |||
Audit fees relating to prior year overruns | 79 | - | |||
Total auditors' remuneration | 319 | 250 |
Comparative figures show amounts paid to our former auditors KPMG LLP.
In the prior year, amounts other than those payable to auditors were included in this table which has been correctly reclassified in the current year.
13. Remuneration of key management personnel
Key management personnel are people responsible for the direction of the business, and comprise the executive and non-executive directors of Asa Resource Group plc. The summary of the remuneration of key management personnel is set out below with the detailed table in the Directors' Remuneration Report of this report.
Remuneration of key management personnel - summary
2016 | 2015 | ||||
Salary/fee | 1 337 | 1 020 | |||
Benefits in kind | 146 | 228 | |||
Share-basedpayments | 67 | 118 | |||
Total | 1 550 | 1 366 |
Remuneration of key management personnel employed by Asa - summary
2016 | 2015 | ||||
Salary/fee | 269 | 314 |
14. Employee benefits expense
Employee benefits expense comprises:
| ||||||||
Group | Company | |||||||
2016 | 2015 | 2016 | 2015 |
| ||||
$'000 | $'000 | $'000 | $'000 |
| ||||
Wages and salaries | 24 533 | 22 697 | 270 | 262 |
| |||
Equity-settled share-based payment transactions (see note 33) | (74) | 216 | (47) | 202 |
| |||
Compulsory social security contributions | 312 | 247 | 16 | 25 |
| |||
Contributions to defined contribution plans | 1 639 | 1 772 | (65) | 12 |
| |||
Total employee benefits expense | 26 410 | 24 932 | 174 | 501 |
| |||
|
Staff numbers
The Group's staff complement following a retrenchment process carried out during the year in London, South Africa and the Democratic Republic of Congo comprises:
Group | Company | ||||
2016 | 2015 | 2016 | 2015 | ||
Management and administration | 184 | 181 | 8 | 12 | |
Operatives | 1 009 | 1 330 | - | - | |
Total | 1 193 | 1 511 | 8 | 12 |
The employee benefits expense includes remuneration of key management personnel as disclosed in note 13.
15. Net finance income and EXPENSE
Group | Company | ||||||
2016 | 2015 | 2016 | 2015 |
| |||
$'000 | $'000 | $'000 | $'000 |
| |||
Interest income on bank deposits | 122 | 764 | 3 | - |
| ||
Interest income on loans | - | - | 162 | 408 |
| ||
Finance income | 122 | 764 | 165 | 408 |
| ||
Interest expense on loans/overdraft | (1 979) | (868) | - | - |
| ||
Unwinding of rehabilitation provision | 14 | 27 | - | - |
| ||
Finance expense | (1 965) | (841) | - | - |
| ||
Net finance income/(expense) | (1 843) | (77) | 165 | 408 |
| ||
In the current year, the Company received finance income from BNC of $0.2m (2015: $0.4m). Refer to note 25 Trade and other receivables for details of the loan balances outstanding at year-end.
See note 20 for further information regarding the capitalisation of interest costs related to the BNC bond.
16. Income tax (credit)/expense
2016 | 2015 Restate | |||||
$'000 | $'000 | |||||
Current tax expense | ||||||
Current year tax | 1 743 | 2 194 | ||||
Prior periods tax | - | (324) | ||||
Deferred tax expense | ||||||
Origination and reversal of temporary differences | 2 643 | 5 814 | ||||
Effect of change in rate | - | 166 | ||||
Total income tax expense | 4 387 | 7 850 | ||||
Reconciliation of effective tax rate | ||||||
Profit/(loss) before income tax | (5 240) | 14 869 | ||||
Income tax using the Zimbabwean tax rate - 25.75% (2014: 21% using the UK tax rate) | 1 349 | (3 717) | ||||
Effect of tax rates in foreign jurisdictions | 107 | (632) | ||||
Non-deductible expenses | (3 615) | (2 652) | ||||
Prior year current tax | - | 323 | ||||
Reversal of Impairment Provisions | - | - | ||||
Prior year deferred tax (previously not recognised) | (1 065) | (296) | ||||
Utilised tax losses brought forward | 9 | 649 | ||||
Current year losses for which no deferred tax asset was recognised | (593) | (684) | ||||
Capital gains | (326) | (477) | ||||
Impairment reversals non-taxable/(losses non-deductible) | - | - | ||||
Other timing differences not recognised | (252) | (197) | ||||
Effect of change in rate of deferred tax | - | (166) | ||||
Total tax expense as per consolidated income statement | (4 387) | (7 850) |
In the past, the above reconciliation utilised the Company's domestic tax rate for reconciliation purposes. It has been decided that the corporate taxation rate of Zimbabwe will be utilised instead as the Group's major operations are located in this country, and the majority of taxes are paid there too. Thus, changes to the Zimbabwean tax rate may have a significant impact on the Group's current tax charge as the majority of taxable income is earned in this country.
Significant factors affecting the tax charge relate to the taxation regimes for the mining sector in the UK, Zimbabwe, South Africa and the DRC. Changes in any of these areas could, adversely or positively impact the Group's tax charge in the future.
Deferred taxation impacts are described more fully in note 17.
17. Deferred tax assets and liabilities
2016 | 2015 | ||||||
$'000 | $'000 | ||||||
Net deferred tax (asset)/liability at beginning of the year | 5 452 | (528) | |||||
Charge to the income statement | 2 643 | 5 980 | |||||
Exchange rate adjustment | (143) | - | |||||
Net deferred tax (asset)/liability at end of the year | 7 952 | 5 452 | |||||
Deferred tax assets | (5 242) | (4 837) | |||||
Deferred tax liabilities | 13 194 | 10 289 | |||||
Net deferred tax (asset)/liability | 7 952 | 5 452 | |||||
The elements of deferred taxation are as follows: | |||||||
Difference between accumulated depreciation and amortisation and capital allowances | 25 645 |
21 937 | |||||
Unutilised losses | (20 799) |
(18 272) | |||||
Other timing differences | 3 106 |
1 787 | |||||
Net deferred tax (asset)/liability at end of the year |
7 952 |
5 452 | |||||
The deferred tax liability represents the difference between the carrying amount of property, plant and equipment and the corresponding tax bases on those assets.
Unrecognised deferred taxes
Group deferred taxes have not been recognised in respect of the following items:
2016 | 2015 | |||||
$'000 | $'000 | |||||
Difference between accumulated depreciation and amortisation and capital allowances | 629 | 789 | ||||
Tax losses | 9 121 | 9 872 | ||||
Other timing differences | 8 243 | 8 636 | ||||
Total unrecognised deferred taxes | 17 994 | 19 297 |
Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Group can utilise the benefits.
Recognised deferred tax assets and liabilities
Group deferred tax assets and liabilities are attributable to the following:
Asset | Liability | Net | |||||
2015 | 2015 | 2015 | |||||
$'000 | $'000 | $'000 | |||||
Property, plant and equipment | (13 742) | - | (11 903) | (21 937) | (25 645) | (21 937) | |
Tax loss | 20 304 | 18 272 | 495 | - | 20 799 | 18 272 | |
Others | (1 320) | 579 | (1 786) | (2 366) | (3 106) | (1 787) | |
Total | 5 242 | 18 851 | (13 194) | (24 303) | (7 952) | (5 452) |
Freda Rebecca
Deferred tax liabilities have been recognised in respect of taxable temporary differences amounting to $11.4m (2015: $10m). As at this and the last year end, Freda Rebecca had no assessable tax losses.
Bindura Nickel Corporation
Deferred tax assets have been recognised in respect of deductible temporary differences amounting to $7.5m (2015: $9.8m). As at year end, the Group had assessable tax losses amounting to $78.0m (2015: $66.1m).
Deferred tax assets have been recognised in respect of these temporary differences as it is probable that future taxable profits will be available against which the Group can utilise the benefits therefrom. Following the adoption of the new mining plan, the Group's projected pre-tax profits reflects that there will be sufficient taxable profits against which the deferred tax asset will be utilised.
The deferred tax asset principally relates to unutilised tax losses at Bindura Nickel Corporation. The full taxation loss was fully recognised in prior years since the restart of the Trojan mine, as management was then and remains of the opinion that the full tax loss will be utilised against future taxable income generated by the operation.
18. Earnings per share
Basic earnings per share (EPS) is computed by dividing the profit or loss after taxation for the year attributable to ordinary shareholders by the sum of the weighted average number of ordinary shares in issue ranking for dividend during the year.
Diluted earnings per share is computed by dividing the profit or loss after taxation for the year attributable to ordinary shareholders by the sum of the weighted average number of ordinary shares in issue, adjusted for the effect of all dilutive potential ordinary shares that were outstanding during the year.
2016 | 2015 |
| |||||||
$'000 | $'000 |
| |||||||
Earnings |
| ||||||||
Profit attributable to ordinary shareholders | (9 352) | 3 557 |
| ||||||
Number | Number |
| |||||||
Weighted average number of shares |
| ||||||||
Issued ordinary shares at the beginning of the year | 1 397 780 675 | 1 397 780 675 |
| ||||||
Effect of shares issued | 148 184 882 | - |
| ||||||
Weighted average shares at the end of the year for basic and diluted EPS |
1 545 965 557 | 1 397 780 675 |
| ||||||
Basic earnings/(loss) per share (US cents) |
-0.6 | 0.25 |
| ||||||
Diluted earnings/(loss) per share (US cents) |
-0.6 | 0.25 |
| ||||||
The effect of shares issued reflects the number of shares in issue during the year, weighted for the number of days that the shares were in issue for the financial year.
No dilutive effect was recognised for the 2016 or 2015 financial years as the exercise price of all potentially dilutive instruments at year-end were higher than the average share price for the portion of the year that these instruments were in issue.
19. Property, plant and equipment (PPE)
Mining assets | Smelter and refinery plant and equipment | Plant and equipment | Exploration assets | Building & leasehold | Motor vehicles | Total | |||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |||
Cost or deemed cost | |||||||||
Balance at 1 April 2014 | 147 027 | 33 651 | 6 365 | 4 230 | 31 645 | 14 350 | 237 268 | ||
Additions | 7 655 | 1 644 | 5 735 | - | 97 | - | 15 131 | ||
Disposals | - | - | (551) | - | - | (864) | (1 415) | ||
Effect of movements in exchange rates | - | - | (94) | - | - | - | (94) | ||
Balance at 31 March 2015 | 154 682 | 35 295 | 11 455 | 4 230 | 31 742 | 13 486 | 250 890 | ||
Additions | 13 083 | 8 028 | 173 | - | - | - | 21 284 | ||
Disposals | - | - | (3 031) | (1 068) | - | (114) | (4 213) | ||
Change in rehabilitation provision | (57) | - | - | - | - | - | (57) | ||
Effect of movements in exchange rates | - | - | (124) | - | - | - | (124) | ||
Balance at 31 March 2016 | 167 708 | 43 323 | 8 473 | 3 162 | 31 742 | 13 372 | 267 780 | ||
Depreciation and impairment losses | |||||||||
Balance at 1 April 2014 | (70 708) | (33 651) | (5 913) | (4 140) | (27 459) | (14 042) | (155 913) | ||
Depreciation for the year | (8 044) | - | (80) | (22) | - | - | (8 146) | ||
Disposals | - | - | 426 | - | - | 735 | 1 161 | ||
Impairment reversal | - | 5 075 | - | - | - | - | 5 075 | ||
Effect of movements in exchange rates | - | - | 90 | - | - | - | 90 | ||
Balance at 31 March 2015 | (78 752) | (28 576) | (5 477) | (4 162) | (27 459) | (13 307) | (157 733) | ||
Depreciation for the year | (3 740) | - | (2 864) | (5) | - | (154) | (6 763) | ||
Disposals | - | - | 2 988 | 1 059 | - | 114 | 4 161 | ||
Impairment loss | - | - | (400) | - | - | - | (400) | ||
Impairment reversal | - | - | - | - | - | - | - | ||
Effect of movements in exchange rates | - | - | 118 | - | - | - | 118 | ||
Balance at 31 March 2016 | (82 492) | (28 576) | (5 635) | (3 108) | (27 459) | (13 347) | (160 617) | ||
Carrying amounts | |||||||||
At 31 March 2014 | 76 319 | - | 452 | 90 | 4 186 | 308 | 81 355 | ||
At 31 March 2015 | 75 930 | 6 719 | 5 978 | 68 | 4 283 | 179 | 93 157 | ||
At 31 March 2016 | 85 216 | 14 747 | 2 838 | 54 | 4 283 | 25 | 107 163 |
Group
In the prior year $5.1m of the impairment reversal related to the BNC smelter assets was reversed due to the fact that BNC had concrete plans to restart the smelter and had raised a $20m bond to fund its restart. This figure was an estimate based on the work done at the time in regards to the smelter restart.
Freda Rebecca
Additions
Freda Rebecca acquired $8.2m (2015: $5.6m) in the current year as part of ongoing stay-in-business capital expenditure.
Rehabilitation asset
Property, plant and equipment includes rehabilitation assets of $3.0m (2015: $3.4m) for Freda Rebecca.
Impairment assessment
Freda Rebecca conducted a review of the carrying amount of its property, plant and equipment in terms of the Group's accounting policy in order to assess if further impairment of the carrying amount was necessary and deemed that no further impairment was required. See note 35 for more information.
Change in accounting estimate
Effective from 1 April 2015, Freda Rebecca Gold Mine Limited changed its accounting estimate in respect of depreciation of property, plant and equipment, so as to have more appropriate estimates for residual values. Management takes the view that this change in accounting estimate provides reliable and more relevant information as it deals more accurately with the components of property, plant and equipment and is based on up-to-date values.
The change in accounting estimate has been applied prospectively from 1 April 2015, as changes in accounting estimates are applied prospectively in line with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors. Accordingly, the adoption of the change in accounting estimate has no effect on prior years.
Depreciation for the year-ended 31 March 2016 decreased by $1.2m as a result of the reassessment of residual values based on a valuation performed by independent external consultants - AON Botswana (Proprietary) Limited. This change will result in an increase in depreciation in future periods amounting to $1.2m.
Bindura Nickel Corporation
Additions
Assets were purchased by BNC for the re-commissioning of the smelter in the amount of $7.2m (2015: $2.4m). Please see note 38 for more information regarding further financial commitments with regards to the smelter project.
BNC further acquired $8.1m (2015: $6.6m) in the current year as part of ongoing stay-in-business capital expenditure.
Profit on sale of assets
Redundant mill assets from the Shangani division of BNC, which were already fully depreciated, were sold to Freda Rebecca for $2.8m, resulting in a profit on sale of assets for the same amount. The profit has been eliminated in the consolidation.
Rehabilitation asset
Property, plant and equipment includes rehabilitation assets of $2.8m (2015: $2.7m) for BNC.
Impairment assessment
BNC conducted a review of the carrying amount of its property, plant and equipment in terms of the Group's accounting policy in order to assess if further impairment of the carrying amount was necessary and deemed that no further impairment was required. See note 35 for more information.
Care and maintenance assets
Mining assets in mining divisions and smelter and refinery plant and equipment currently under care and maintenance are not being depreciated while the mining divisions are under construction. The gross carrying amount of those assets as at year-end 2016 is $5m.
Encumbered assets
BNC's property plant and equipment includes assets which are encumbered by the following:
· Mortgage bonds on property (included in buildings) as a security for a $7m working capital overdraft facility with a local financial institution and
· The Group is in the process of finalising a settlement deal with its employees and former employees to offset its liabilities worth $2m against its property (also included in buildings).
· $1.1m of employee housing property which is expected to be used to settle an employee litigation claim.
Borrowing costs
Borrowing costs amounting to $ 2.2m (2015: $0.2) relating to the Smelter Bond were capitalized during the year at a capitalisation effective interest rate of 11.6%. This is in relation to borrowing costs incurred on the Smelter Restart Bond issued specifically to fund the refurbishment of the Smelter.
Prior year adjustment
During the financial year-ending 31 March 2015, BNC began the process to issue a $20m bond ("Bond") to fund its smelter restart project, receiving $16.4m in FY2015 and the balance in FY2016. The smelter met the definition of a qualifying asset which allows for finance costs on the Bond to be capitalised as per IAS23: Borrowing costs. In addition, BNC incurred and incorrectly capitalised $0.8m in transaction costs required to issue the bond. The transaction costs should have been included in the calculation of the effective interest rate on the Bond as per the requirements of IAS 39 Financial Instruments: Recognition and Measurement, and only the interest expense, based on the calculated effective interest rate of 5.8%, should have been capitalised to the smelter.
Property, plant and equipment | Trade and other receivables | Long-term loans (Bond) | |||
$'000 | $'000 | $'000 | |||
Balance as reported - 31 March 2015 | 56 228 | 10 837 | 17 993 | ||
Adjustment | (750) | 150 | (600) | ||
Restated balance - 31 March 2015 | 55 478 | 10 987 | 17 393 |
The error resulted in the carrying amount of property, plant and equipment and long term loans being overstated by $0.8m and $0.6m respectively, and other receivables being understated by $0.2m for the year-ended 31 March 2015. The error did not have an effect on profit or loss, deferred tax or earnings per share.
20. Intangible assets - EVALUATION AND EXPLORATION EXPENSES
Zani Kodo and MIZAKO | SEMHKAT | Other | Total | |||
$'000 | $'000 | $'000 | $'000 | |||
Cost or deemed cost | ||||||
Balance at 1 April 2014 | 46 928 | 37 793 | 7 324 | 92 045 | ||
Capitalised exploration costs | 4 487 | 1 928 | - | 6 415 | ||
Capitalised depreciation | 634 | (12) | 1 | 623 | ||
Balance at 31 March 2015 | 52 049 | 39 709 | 7 325 | 99 083 | ||
Capitalised exploration costs | 3 128 | 595 | - | 3 723 | ||
Transfer from loan | - | - | - | - | ||
Balance at 31 March 2016 | 55 177 | 40 304 | 7 325 | 102 806 | ||
Amortisation and impairment losses | ||||||
Balance at 1 April 2014 | - | (21 734) | (7 325) | (29 059) | ||
Impairment loss (refer to note 35) | - | (749) | - | (749) | ||
Balance at 31 March 2015 | - | (22 483) | (7 325) | (29 808) | ||
Impairment loss (refer to note 35) | - | - | - | - | ||
Balance at 31 March 2016 | - | (22 483) | (7 325) | (29 808) | ||
Carrying amounts | ||||||
At 31 March 2014 | 46 928 | 16 059 | (1) | 62 986 | ||
At 31 March 2015 | 52 049 | 17 226 | - | 69 275 | ||
At 31 March 2016 | 55 177 | 17 821 | - | 72 998 |
21. Investment IN ASSOCIATE
Group
The Group has a 38% (2015: 100%) interest in Muya Resources SARL ("Muya").
Asa Resource Group plc ("Asa") and Hailiang Mining (Congo) SARL ("Hailiang") had reached agreement, as encapsulated in the Cooperative Development Agreement ("the Agreement") signed on 17 August 2012, with regards to the establishment of an unincorporated joint venture and a new development company for the purpose of exploration and exploitation of copper and other minerals in terms of 27 exploration licences held by SEMHKAT.
As at 31 March 2015, the 27 exploration licences within Semhkat had been transferred into the newly established development company, Muya Resources SARL in terms of the Agreement, and with the approval of the Democratic Republic of Congo government. Asa thereafter reduced its interest in Muya Resources SARL to 38% on 29 March 2016 following confirmation that Hailiang had fulfilled its obligations in terms of the Agreement. Hailiang holds the remaining 62% interest in Muya. Asa holds 38% and therefore has significant influence over the joint operation.
As per the Group's accounting policy, this investment is accounted for using the equity method, but as Muya is an exploration company, all exploration and evaluation expenses are capitalised to intangible assets, and consequently, there is no effect on the Group's profit and loss.
22. Investments
Group
2016 | 2015 | ||||
$'000 | $'000 | ||||
CEVA Investments Pvt. Ltd | 559 | 559 | |||
Freda Rebecca treasury bills | 722 | - | |||
BNC treasury bills | 3 427 | - | |||
Listed investments | 5 | 18 | |||
Total investments | 4 713 | 577 | |||
Less: Current portion of Investments | (3 447) | - | |||
Total investments | 1 266 | 577 |
CEVA Investments Pvt Ltd ("CEVA") is a BNC investment in Victoria Falls shopping centre is carried at cost. The investment is in unquoted equity securities whose fair value cannot be reliably measured. BNC holds a 33.87% (2015: 33.87%) interest in the company. Construction of the shopping centre was completed in 2009. BNC holds the investment for purposes of long term return, and has determined that although the Group holds at least 20% of the voting rights of the above entity, it does not have significant influence.
The Treasury Bills were received by Freda Rebecca and BNC from the Reserve Bank of Zimbabwe in lieu of cash balances withheld. The Treasury bills held by BNC will mature in February 2017 and have a coupon rate of 5% per annum.Of the $0.7m (2015: nil) Treasury Bills held by Freda Rebecca, a small amount will mature within 12 months making the bulk of the amount non-current. The Freda Rebecca treasury bills will have a coupon rate of 5% per annum. Both entities will hold the treasury bills to maturity.
The listed investments comprise shares held in Kimberley Diamonds Ltd, listed on the Australian Securities Exchange ("ASX") and they are carried at fair value. A fair value of movement of $nil (2015: $24k) was recognised.
During FY2016, a small investment in Shaw River Resources Ltd listed on the ASX Exchange was written off as the shares were suspended from trading on the ASX and Administrators were appointed to wind up the company. A full impairment of the investment of $13k (2015: nil) was recognised.
The Group has certain investments which include a 20% interest in Société Miniére de Bakwanga SARL ("MIBA") in the DRC, and an 18% interest in the Camafuca project in Angola. These investments are carried at nil value (2015: Nil). The Group also has a 50% (2015: 50%) interest in Maligreen Mining Company Pvt Ltd - See note 21 for more information. The directors consider that the Group does not have significant influence nor joint control over these entities classified as investments, as the Group cannot influence the operating policy of these entities. Consequently, they are classified as investments.
The Group's exposure to credit, currency and interest rate risks related to other investments is disclosed in note 34.
The Group's investments in subsidiary, joint operation and associated entities at the year-end are as follows:
Business segment | Subsidiary undertaking | Country | Activity | Asa Group holding company | Percentage of ordinary shares held by Asa Group company | Investment type | |
2015 | |||||||
Gold | Mwana Exploration Congo Ltd | British Virgin Islands | Investment holding company | Mwana Africa Holdings Pty Ltd | 100.0 | 100.0 | Subsidiary |
Freda Rebecca Holdings Pvt. Ltd | Zimbabwe | Investment holding company | Mwana Africa Mauritius Ltd | 100.0 | 100.0 | Subsidiary | |
Mwana Africa Mauritius Ltd * | Mauritius | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary | |
Mwana Africa Congo Gold SARL ¹ | British Virgin Islands | Exploration company | Mwana Africa Mauritius Ltd | 95.0 | 95.0 | Subsidiary | |
Mwana Africa Congo Gold SARL ¹ | British Virgin Islands | Exploration company | Mwana Exploration Congo Ltd | 5.0 | 5.0 | Subsidiary | |
Mwana Africa Congo Ltd * | Mauritius | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary | |
La Miniere De Zani Kodo SARL SARL (MIZAKO) | Democratic Republic of Congo | Exploration company | Mwana Africa Congo Ltd | 80.0 | 80.0 | Subsidiary | |
Freda Rebecca Gold Mine Ltd | Zimbabwe | Mining company | Freda Rebecca Holdings Pvt. Ltd | 79.4 | 79.4 | Subsidiary | |
Freda Rebecca Gold Mine Ltd | Zimbabwe | Mining company | Mwana Africa Mauritius Ltd | 5.6 | 5.6 | Subsidiary | |
Nickel | Mwana Africa Mauritius Ltd * | Mauritius | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary |
Zimnick Ltd * | Mauritius | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary | |
Mwana Africa Holdings Pty Ltd * | South Africa | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary | |
Hunters Road Nickel Mine Pvt. Ltd | Zimbabwe | Mining company | Bindura Nickel Corporation Ltd | 100.0 | 100.0 | Subsidiary | |
Basilik Trading Pty Ltd | South Africa | Corporate services company | Mwana Africa Holdings Pty Ltd | 100.0 | 100.0 | Subsidiary | |
Bindura Nickel Corporation Ltd | Zimbabwe | Investment holding company | Zimnick Ltd | 56.4 | 56.5 | Subsidiary | |
Bindura Nickel Corporation Ltd | Zimbabwe | Investment holding company | Mwana Africa Holdings Pty Ltd | 13.7 | 13.7 | Subsidiary | |
Bindura Nickel Corporation Ltd * | Zimbabwe | Investment holding company | Asa Resource Group plc | 2.6 | 2.6 | Subsidiary | |
Bindura Nickel Corporation Ltd | Zimbabwe | Investment holding company | Basilik Trading Pty Ltd | 2.0 | 2.0 | Subsidiary | |
Trojan Nickel Mine Ltd | Zimbabwe | Mining company | Bindura Nickel Corporation Ltd | 100.0 | 100.0 | Subsidiary | |
BSR Ltd | Zimbabwe | Dormant company | Bindura Nickel Corporation Ltd | 100.0 | 100.0 | Subsidiary | |
Diamonds | Sibeka SA * | Belgium | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary |
0801721 BC Ltd * | Canada | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary | |
SouthernEra International Ltd (SUF) | Cayman Islands | Investment holding company | SouthernEra Diamonds Inc | 100.0 | 100.0 | Subsidiary | |
SouthernEra Management Services South Africa Pty Ltd | South Africa | Corporate services company | SouthernEra International Ltd | 100.0 | 100.0 | Subsidiary | |
SouthernEra Diamonds Inc. (Toronto) | Canada | Investment holding company | 0801721 BC Ltd | 86.4 | 86.4 | Subsidiary | |
SouthernEra Diamonds Inc. (Toronto) | British Virgin Islands | Investment holding company | Freemove Ltd | 9.3 | 9.3 | Subsidiary | |
SouthernEra Diamonds Inc. (Toronto) * | Canada | Investment holding company | Asa Resource Group plc | 4.3 | 4.3 | Subsidiary | |
SouthernEra Diamonds Inc. (SA branch) | South Africa | Mining company | SouthernEra Diamonds Inc | 71.0 | 70.5 | Joint operation | |
Copper | Congo Copper Ltd * | Mauritius | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary |
Société d'Exloration Minière du Haut Katanga SARL (SEMHKAT)¹ | Democratic Republic of Congo | Exploration company | Mwana Exploration Congo Ltd | 95.0 | 95.0 | Subsidiary | |
Société d'Exloration Minière du Haut Katanga SARL (SEMHKAT)¹ | Democratic Republic of Congo | Exploration company | Mwana Africa Mauritius Ltd | 5.0 | 5.0 | Subsidiary | |
MUYA Resources SARL | Democratic Republic of Congo | Exploration company | Société d'Exloration Minière du Haut Katanga SARL | 38.0 | 0.0 | Associate | |
Services | Mwana Africa Services Zimbabwe Ltd | Zimbabwe | Corporate services company | Mwana Mining (Zimbabwe) Holdings Ltd | 100.0 | 0.0 | Subsidiary |
African Gold Ltd | United Kingdom | Dormant company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary | |
Mwana Gold (Zimbabwe) Ltd | Zimbabwe | Investment holding company | Mwana Mining (Zimbabwe) Holdings Ltd | 100.0 | 100.0 | Subsidiary | |
Mwana Mining (Zimbabwe) Holdings Ltd | United Kingdom | Investment holding company | Mwana Africa Mauritius Ltd | 100.0 | 100.0 | Subsidiary | |
Agric-ulture | Freemove Ltd * | British Virgin Islands | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary |
Bindura Estates Pvt. Ltd | Zimbabwe | Farming company | Freda Rebecca Gold Mine Ltd | 100.0 | 100.0 | Subsidiary | |
Real Estate | Alpina Group Ltd * | British Virgin Islands | Investment holding company | Asa Resource Group plc | 100.0 | 100.0 | Subsidiary |
Greenline Enterprises Pvt. Ltd | Zimbabwe | Property company | Alpina Group Ltd | 100.0 | 100.0 | Subsidiary | |
Parc Selemba Ltd | British Virgin Islands | Property company | Mwana Exploration Congo Ltd | 100.0 | 100.0 | Subsidiary | |
Mwana Properties Pvt. Ltd | Zimbabwe | Property company | Mwana Gold (Zimbabwe) Ltd | 100.0 | 100.0 | Subsidiary |
* Companies in which Asa Resource Group plc has a direct holding
¹ The year-end of these subsidiaries is 31 December as required by DRC legislation and appropriate adjustments were made to recognise movements to 31 March, to bring the reporting date of these entities in line with the Group's financial year-end
The Group holds a 71.04% interest (2015: 70.47%) in the Klipspringer diamond mine joint arrangement situated in South Africa's Limpopo Province. Information regarding the Group loss from the joint arrangement has been disclosed in accordance with IFRS 11 Interests in joint operation and can be found in note 9. The Group had no other material interest in an associate or joint arrangement.
The Group has a 38% (2015: 100%) interest in Muya Resources SARL - See note 21 for more information.
In addition to the Company's investments in shares in Group undertakings, loans to Group undertakings totalling $69.5m (2015: $73.8m) are included in trade and other receivables within note 25 below.
Company
Shares in | Ordinary shares in | Total | ||||
non-Group | Group | |||||
undertakings | undertakings | |||||
$'000 | $'000 | $'000 | ||||
Cost | 50 | 219 449 | 219 499 | |||
Cumulative impairments | - | (121 455) | (121 455) | |||
Cumulative fair value adjustments | (48) | 157 | 109 | |||
Net book value at beginning of the year | 2 | 98 151 | 98 153 | |||
Fair value adjustment (1) | - | (158) | (158) | |||
Share-based payments expense - subsidiaries | - | (26) | (26) | |||
Effects of movement in exchange rates | - | - | ||||
Net book value at end of the year | 2 | 97 967 | 97 969 | |||
Net book value | ||||||
At 31 March 2014 | 780 | 76 043 | 76 823 | |||
At 31 March 2015 | 2 | 98 151 | 98 153 | |||
At 31 March 2016 | 2 | 97 967 | 97 969 |
(1) The fair value adjustment was in relation to the listed investment in Bindura Nickel Corporation Ltd, in order to adjust the investment to its original cost in line with the Group's accounting policy.
The investments in Group undertakings are carried at cost.
The fair value adjustment in the Group relates to the investments in Kimberley Diamonds Ltd.
23. Non-current receivables
Group | Company | |||||
2016 | 2015 | 2016 | 2015 Restated | |||
$'000 | $'000 | $'000 | $'000 | |||
Loan to Community Trust (1) | 1 847 | 1 491 | - | - | ||
Group receivables | - | - | 81 882 | 82 052 | ||
Environmental investment | 1 133 | 1 071 | - | - | ||
Total | 2 980 | 2 562 | 81 882 | 82 052 | ||
Less: Provision for bad debts | (1 847) | (1 491) | - | - | ||
Total | 1 133 | 1 071 | 81 882 | 82 052 | ||
¹ Amounts lent to the Community Trust in previous years were provided against in full in the past financial years. Further amounts lent in the current year have similarly been fully provided for.
The environmental investment relates to the Klipspringer diamond mine which has placed funds into an investment account for the purpose of funding rehabilitation costs upon closure of the mine.
Company
In the prior year Group receivables amounting to $82m were incorrectly classified as current receivables under trade and other receivables line, which is correctly reclassified in the current year to non-current receivables resulting in a restated balance of $82m.
24. Inventories
Group | |||||
2016 | 2015 | ||||
$'000 | $'000 | ||||
Raw materials and consumables | 12 876 | 15 495 | |||
Work in progress | 842 | 1 730 | |||
Finished goods | 463 | 596 | |||
Total | 14 181 | 17 821 | |||
No raw materials were written down to net realisable value during the year (2015: nil).
25. Trade and other receivables
Group | Company | |||||
2016 | 2015 | 2016 | 2015 Restated | |||
$'000 | $'000 | $'000 | $'000 | |||
Trade receivables | 7 398 | 8 796 | 409 | - | ||
Loans and other receivables | 9 885 | 7 508 | 3 890 | 834 | ||
Pre-payments | 5 417 | 3 861 | 2 | - | ||
Tax receivable | - | 367 | - | - | ||
Total | 22 700 | 20 532 | 4 301 | 834 |
All current trade and other receivables are due within 12 months of the financial year-end. At 31 March 2016, no trade receivables were outstanding past their due repayment date.
The Group's exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed further in note 34.
Company
In the prior year the net Group receivables amounting to $74m (net of Group receivables of $82m and Group payables of $8m) were incorrectly classified as current receivables under trade and other receivables line which has been corrected in the current year by reclassifying to non-current receivables resulting in a restated balance of $0.8m.
26. Cash and cash equivalents
Group | Company | |||||
2016 | 2015 | 2016 | 2015 | |||
$'000 | $'000 | $'000 | $'000 | |||
Cash and cash equivalents | 7 369 | 14 023 | 1 074 | 435 |
Net cash and cash equivalents were represented by the following major currencies:
Group | Company | |||||
2016 | 2015 | 2016 | 2015 | |||
$'000 | $'000 | $'000 | $'000 | |||
British pound | 937 | 215 | 937 | 215 | ||
Euro | 6 | 5 | - | - | ||
South African rand | 108 | 347 | 1 | 7 | ||
United States dollar | 6 318 | 13 456 | 136 | 213 | ||
Cash and cash equivalents | 7 369 | 14 023 | 1 074 | 435 |
Included in the Group's cash and cash equivalents is an amount of $0.4m (2015: $0.4m) which represents cash that is restricted in terms of use, of which $0.4m (2015: $0.4m) is being held by banking institutions as guarantees.
Restricted cash relates to demand deposits set aside as guarantees related to lease agreements in the Group.
The Group's exposure to interest rate risks and sensitivity analysis for financial assets and liabilities is disclosed in note 34.
27. Issued share capital
Number of shares | Nominal value of shares | |||||
2016 | 2015 | 2016 | 2015 | |||
$'000 | $'000 | |||||
Authorised shares | Unlimited | Unlimited | Unlimited | Unlimited | ||
Allotted, called up and fully paid | ||||||
Opening balance | 1 397 780 675 | 1 397 780 675 | 22 353 | 22 353 | ||
Issued during the year | 292 364 768 | - | 4 435 | - | ||
Closing balance | 1 690 145 443 | 1 397 780 675 | 26 788 | 22 353 | ||
Deferred shares | ||||||
Opening balance | 535 141 760 | 535 141 760 | 77 219 | 77 219 | ||
Closing balance | 535 141 760 | 535 141 760 | 77 219 | 77 219 | ||
Total | 2 225 287 203 | 1 932 922 435 | 104 007 | 99 572 | ||
During the current year, shares were issued in terms of a rights issue carried out in September 2015. The shares were issued at nominal value for $4.4m in total.
No shares were placed, nor shares split to deferred shares, during the previous year. The deferred shares have no voting rights, no rights to dividends and only very limited rights to a return on capital, whereas ordinary shares have these rights.
No shares were issued but not fully paid as at 31 March 2016 (2015: Nil).
The Group's gearing ratio of 30% (2015: 27%) is within the range of the Group's policy of 20% to 40%.
2016 | 2015 | ||||
$'000 | $'000 | ||||
Loans payable - long-term portion | 23 116 | 23 116 | |||
Trade payables | 13 769 | 13 769 | |||
Accruals and other payables | 14 584 | 14 584 | |||
Loans payable - short-term portion | 13 897 | 13 897 | |||
Less: cash and short term deposits | (7 369) | (14 023) | |||
Net debt | 57 997 | 51 343 | |||
Total equity | 135 455 | 136 162 | |||
Gearing ratio | 30% | 27% |
28. LoanS payable
Group | Company | |||||
2016 | 2015 | 2016 | 2015 Restated | |||
$'000 | $'000 | $'000 | $'000 | |||
BNC smelter bond | 19 693 | 15 800 | - | - | ||
BNC Ecobank asset financing | 875 | - | - | - | ||
BNC Ecobank overdraft | 7 056 | - | - | - | ||
Freda Rebecca Ecobank loan | 5 769 | 3 332 | - | - | ||
Freda Rebecca Ecobank overdraft | 3 585 | 4 027 | - | - | ||
Other Asa overdrafts | 35 | - | - | |||
Total loans payable | 37 013 | 23 159 | - | - | ||
Current portion of loans payable(shown in current liabilities) | (13 897) | (4 849) | - | - | ||
Loans payable - third party | 23 116 | 18 310 | - | - | ||
Group payables | - | - | 12 682 | 7 999 | ||
Non-current loans payable | 23 116 | 18 310 | 12 682 | 7 999 |
Freda Rebecca
Ecobank loan
Freda Rebecca entered into a medium term loan agreement with Ecobank in December 2014 for an aggregate amount of $6m. The first tranche of the loan, amounting to $1.8m was received in January 2015. The second tranche, amounting to $0.5m, was drawn down in February 2015. The third tranche, amounting to $1m was drawn down in March 2015, a fourth tranche of $1m was received in May 2015, resulting in a total draw down at prior year-end of $4.3m. The balance of $1.7m was received in June 2015. A further $4m loan facility with Ecobank was authorised of which $1m was draw down and a repayment of $1.2m was made as at year-end. The terms of the loan are:
· Interest rate of 12% per annum that will be payable monthly in arrears, with a 3 month moratorium before the first repayment; and
· Repayment of capital will be made monthly over two years from the date of draw down, with a moratorium of 6 months from drawdown, ending in June 2017;
· The following restrictions have been placed on Freda Rebecca for as long as it is indebted to Ecobank Zimbabwe Limited:
o Freda Rebecca agrees that this loan shall rank above the Mwana Africa Mauritius Ltd shareholder loan and that all payments of the shareholder loan shall be made from Ecobank Zimbabwe Limited; and
o Freda Rebecca shall route all proceeds of all sales through a holding account held at Ecobank Zimbabwe Limited.
Ecobank overdraft
The repayment of the Ecobank overdraft facility is from gold and silver sales proceeds of Freda Rebecca. The terms of the overdraft facility are:-
· The tenure of the facility is 12 months and will expire on 31 December 2016; and
· The interest rate is 12% per annum, payable monthly in arrears.
Bindura Nickel Corporation
Bond liability
On 2 March 2015 the Company allotted $20m to subscribers of the smelter restart bond in terms of its bond information memorandum dated 24 November 2014. The bond was fully subscribed and paid up as at 31 March 2016. The terms of the bond are:-
· Redeemable fixed interest rate bond with a five year tenure;
· The bond carries a coupon rate of ten percent per annum payable semi-annually in arrears after 12 months;
· The capital is repayable in eight equal instalments after 18 months;
· The bond is secured by a guarantee from Asa Resource Group plc; and
· The principal amount and coupon has been secured by the bond trust deed independently managed by a trustee and includes a guarantee by Asa Resource Group plc. in favour of the trustee guaranteeing the principal and the accrued interest.
The bond has been accorded prescribed asset status in terms of Section 26 of the Insurance Act (Chapter 24:07) and section 18 of the Pension and Provident Funds Act (Chapter 24:09).
The bond has been afforded liquid asset status by the Reserve Bank of Zimbabwe.
Asset financing loan
BNC secured a loan facility amounting to $1m from a local financial institution in June 2015. The purpose of the loan was to purchase new and refurbished mining equipment for Trojan Nickel Mine. The terms of the loan are:
· The facility has a tenure of 2 years ending July 2017;
· Carries an interest rate of 11% per annum payable in arrears; and
· The facility is secured by mortgage bonds over property owned by BNC.
Ecobank overdraft
In June 2015 the company successfully, secured a $ 7 million a working capital overdraft facility with a local financial institution. The terms of the loan are:
· The facility has a tenure of 12 months, but it is subject to renewal at its anniversary;
· Carries an interest rate of 11% per annum; and
· It is secured by mortgage bonds over property owned by the Company.
Company
In the prior year Group payables amounting to $8m were offset against Group receivables and classified as current assets, the corrected classifications to non-current liabilities under loans payable line has been effected in the current year resulting in a restated balance of $8m.
29. Rehabilitation provisions
2016 | 2015 | ||||
$'000 | $'000 | ||||
Balance at beginning of year | 17 629 | 17 847 | |||
Exchange rate adjustments | (232) | (175) | |||
Provisions made during the year | 14 | 383 | |||
Provisions reversed during the year | 107 | (77) | |||
Effects of (discounting)/unwinding | 44 | (349) | |||
Balance at end of the year | 17 562 | 17 629 |
The rehabilitation provision relates principally to the estimated closure and rehabilitation costs of the business operations of Freda Rebecca, BNC and the Klipspringer diamond mine joint operation. Settlement of this provision will occur at the end of life of each mining operation.
Because of the long-term nature of the liability, the greatest uncertainty in estimating the provision is the costs that will be incurred. In particular, the Group has assumed that the site will be restored using technology and materials that are currently available. The cost estimates reflect different assumptions about pricing of the individual components of the cost.
In the case of Freda Rebecca and Bindura Nickel corporation, the provision has been calculated using a discount rate of 1% (2015: 1%), which is the risk-free rate in Zimbabwe, and nil inflation (2015: nil).
The BNC and Freda Rebecca rehabilitation is expected to occur at the end of the life of mine as disclosed for each respectively in note 4(C)(ii).
In respect of the Klipspringer joint operation, the estimates of the rehabilitation costs were re-assessed and revised during the course of the current year and resulted in the adjustment made to the provision as per the above reconciliation and further adjusted due to the effect of the exchange rate movements. The provision in the current year is $1.2m (2015: $1.3m).
30. Accruals and other payables
Group | Company | |||||
2016 | 2015 Restated | 2016 | 2015 Restated | |||
$'000 | $'000 | $'000 | $'000 | |||
Accrued expenses and other payables | 14 584 | 12 962 | 1 578 | 1 957 |
Freda Rebecca had accruals and other payables of $1.6m (2015: $1mm) related mainly to sundry payroll accruals such as pension, PAYE and the like. In the prior year, the Ecobank overdraft of $4m was classified as accruals and has been reclassified to loans payable in the current year.
BNC had accruals and other payables of $10.4m (2015: $9.1m) related mainly to staff-related accruals including retrenchment costs of $1.8m (2015: $0.7m), back pay of $3.5m (2015: $3.6m), leave pay of $0.9 (2015: $1m) and the balance related to other accruals.
The balance of $2.6m(2015: $2.9m) of accruals across the group related to Asa Resource Group plc and other group entities including$0.5m (2015: nil) owing to the Group's partner SOKIMO in respect of technical assistance fees owing to them.
31. Provisions
Provisions at beginning of year | Effect of movements in exchange rates | Additional provisions | Amounts settled during the year | Provisions reversed during the year | Provisions at end of year | ||
2016 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | |
Labour claims provision | 2 389 | - | 770 | - | (428) | 2 731 | |
Other provisions | 1 457 | - | 9 | - | (275) | 1 191 | |
Total | 3 846 | - | 779 | - | (703) | 3 922 | |
2015 Restated | |||||||
Labour claims provision | 1 251 | - | 1 369 | - | (231) | 2 389 | |
Other provisions | 1 354 | 6 | 1 334 | - | (1 236) | 1 458 | |
Total | 2 605 | 6 | 2 703 | - | (1 467) | 3 847 |
The labour claims provision relates to historical labour-related claims made by former employees at both Freda Rebecca and BNC. Freda Rebecca raised a provision of $0.4m (2015: 0.5m) and BNC raised $1.5m (2015: $1.9m), refer to the "Encumbered assets" paragraph in note 19.
Other provisions mainly relates to a tax provision in the Democratic Republic of Congo in respect of potential taxes of Mwana Africa Congo Gold SARL (Zani Kodo) of $0.9m (2015: $0.9m); and terminal benefits of staff at BNC of $0.5m (2015: $0.5m).
It is not possible to provide any indicative timing of expected cash flows related to any of these provisions.
The Company and several of its subsidiaries are currently involved in a number of labour-related legal proceedings with former employees or associated individuals. The total amount of claims is $6 million. The outcome of these proceedings is not currently known but deemed to be possible and the outflow of resources if the proceedings were to be successful cannot be reliably estimated at this time.
32. Pension scheme
Group
Certain of the Group's Zimbabwean subsidiaries contribute towards defined contribution plans, details of which are provided below.
Mining Industry Pension Fund
The Mining Industry Pension Fund is a defined contribution plan. The Group's obligations under the scheme are limited to 5% of pensionable emoluments for lower grade employees and 10% for higher grade employees. BNC's contributions are charged to profit or loss and, in the current year, amounted to $0.6m (2015: $0.6m).
Freda Rebecca Gold Mine Limited Pension
The company and its employees are members of the Mining Industry Pension Fund, a defined contribution fund. The contributions are charged to profit or loss and, in the current year, amounted to $0.2m (2015: $0.2m).
National Social Security Scheme
All employees are required by law to be members of the National Social Security Scheme, which is a defined contribution fund to which both the employees and their employer contributes. BNC and Freda Rebecca's contributions are charged to profit or loss and, in the current year, amounted to $0.2m (2015: $0.2m) and $0.1m (2015: $0.1m) respectively.
Others
The Group contributes towards personal pension schemes of certain of its employees.
The pension charge for the year represents contributions payable by the Group to the various schemes and amounted to $1.1m (2015: $1.8m).
There were no un-accrued or pre-paid contributions at either the beginning or end of the financial year.
Company
The Company does not operate any pension schemes, but does make contributions towards personal pension schemes of its employees, including certain directors.
The pension charge for the year represents contributions payable by the Company to the personal pension schemes and amounted to $nil (2015: $0.1m) following the closure of the London office and retrenchment of employees.
There were no un-accrued or pre-paid contributions at either the beginning or end of the financial year.
33. Share-based payments
Share options - employees
The Company has outstanding options under an unapproved share option scheme adopted in 1997 which expired in September 2007 (the 1997 Scheme) and a replacement scheme which was approved by shareholders at the Company's annual general meeting on 31 July 2007 (the 2007 Scheme).
1997 Scheme
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.
For the directors, 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.
For the employees, there is a vesting period of one to three years from the date of grant. Once vested, the options may be exercised at any time within a seven-year period from date of grant, unless the Board determines otherwise. The options lapse if not exercised by the seventh anniversary of the grant.
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.
2007 Scheme
The 2007 Scheme allows for both tax approved options (approved options) to be made to employees resident in the United Kingdom and unapproved options (unapproved options), which can be made to both resident and non-resident employees.
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 ten-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 ordinary shares to a maximum of £30,000 in value 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. The current performance condition in relation to these options is that the market value of the Company's shares must increase above the exercise price by not less than 10% per annum on a compound basis. 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 and cannot be less than the market value of the shares on the date of grant.
The options can only be exercised 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 tenth 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). 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.
The share options have been valued using a Black Scholes model.
Reconciliation of the movement on the share-based payments reserve:
2016 | 2015 | |||
Opening balance | 2 207 | 2 933 | ||
Share-based payments expense | 74 | 216 | ||
Share-based payments reversal to equity/investments | (148) | (942) | ||
Closing balance | 2 133 | 2 207 | ||
No options were granted or exercised during current or previous year. Since the year-end, no share options have been awarded, exercised or have lapsed.
The options outstanding at the year-end have a range of exercise prices of 1.6p to 46p (2015: 1.6p to 46p) and a weighted average contractual life of 3.5 years (2015: 4.5 years). The expected volatility is primarily based on the historic volatility.
Reconciliation of outstanding and vested options:
2016 | 2015 | |||||
Weightedaverageexerciseprice | Number of options | Weightedaverageexerciseprice | Number of options | |||
Unapproved options - 1997 Scheme | ||||||
Outstanding at the beginning of the year | - | - | 79p | 2 000 000 | ||
Lapsed/cancelled during the year | - | - | 79p | (2 000 000) | ||
Outstanding at the end of the year | - | - | - | - | ||
Exercisable at the end of the year | - | - | - | 2 000 000 | ||
Unapproved options - 2007 Scheme | ||||||
Outstanding at the beginning of the year | 7p | 62 704 094 | 8p | 65 504 094 | ||
Granted during the year | - | - | - | - | ||
Lapsed/cancelled during the year | 11p | (3 699 000) | 79p | (2 800 000) | ||
Outstanding at the end of the year | 7.9p | 59 005 094 | 7p | 62 704 094 | ||
Exercisable at the end of the year | 7.9p | 54 156 094 | 7p | 62 704 094 | ||
Approved options - 2007 Scheme | ||||||
Outstanding at the beginning of the year | 5.6p | 4 317 374 | 5.6p | 4 317 374 | ||
Granted during the year | - | - | - | - | ||
Exercised during the year | - | - | - | - | ||
Lapsed/cancelled during the year | - | - | - | - | ||
Outstanding at the end of the year | 5.6p | 4 317 374 | 5.6p | 4 317 374 | ||
Exercisable at the end of the year | 5.6p | 4 317 374 | 5.6p | 814 779 |
34. Financial instruments
The directors determine, as required, the degree to which it is appropriate to use financial instruments, commodity contracts, other financial instruments or techniques to mitigate risks. The principal risks for which such instruments may be appropriate are interest rate risk, liquidity risk, foreign currency risk and commodity price risk. The most significant of these is foreign currency risk which comprises transactional exposure on operating activities. Some translation exposure also exists in respect of the investments in overseas operations, since these have functional currencies other than the Group's reporting currency. The Group is also exposed to commodity price risk since its sales are dependent on the price of gold, nickel and diamonds.
The Group has not currently engaged in any instruments to mitigate or hedge any such risks, although the directors keep this regularly under review.
Exposure to currency risk
The Group's exposure to currency risk was as follows based on notional amounts:
2016 | 2015 | ||||||||
ZAR | GBP | Other | Total | ZAR | GBP | Other | Total | ||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
Receivables | 536 | 933 | - | 1 469 | 704 | 1 049 | - | 1 753 | |
Net cash and cash equivalents | 109 | 937 | 6 | 1 052 | 347 | 215 | 5 | 567 | |
Payables and accruals | (1 627) | (1 442) | - | (3 069) | (1 021) | (1 823) | - | (2 844) | |
Gross balance sheet exposure | (982) | 428 | 6 | (548) | 30 | (559) | 5 | (524) |
The following significant exchange rates applied against the US dollar during the year:
Average rate | Balance sheet rate | ||||
2016 | 2015 | 2016 | 2015 | ||
EUR | 0.9057 | 0.7924 | 0.8805 | 0.9215 | |
GBP | 0.6637 | 0.6209 | 0.6959 | 0.674 | |
ZAR | 13.7920 | 11.0713 | 14.8452 | 12.0981 |
The Group realised a foreign exchange loss of $7.3m (2015: $0.1m gain) resulting from foreign inter-group loans in the South African entities due to the depreciation of the South African Rand against the US dollar and Canadian dollar in the current year. The largest component of the inter-group loans comprises the loan in SouthernEra Diamonds Inc. - SA branch that is payable to SouthernEra Diamonds Inc. in Canada. The loan had a closing balance of CAD$47m (2015: CAD$35m), and resulted in a foreign exchange loss of $6.3m as a result of the weakening of the South African Rand. This foreign exchange loss was offset against other foreign exchange gains related to loans payable by other Group entities to certain South African entities."
Sensitivity analysis
A 10% weakening of the US dollar against the following currencies at 31 March and the average rate for the year-ended 31 March would have increased/(decreased) equity and results before non-controlling interest by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2015.
Equity | Results | ||||
2016 | 2015 | 2016 | 2015 | ||
$'000 | $'000 | $'000 | $'000 | ||
EUR | (1) | 1 | (1) | 1 | |
GBP | (39) | (56) | (39) | (56) | |
ZAR | 89 | 3 | 89 | 3 |
A 10% strengthening of the US dollar against the above currencies would have had a similar but opposite effect to the amounts shown above, on the basis that all other variables remain constant.
Credit risk
The Company's maximum exposure to credit risk is the value of its trade receivables, and loans and other receivables which are reflected in note 25. Because the Group has only two major customers, for BNC all its nickel in concentrate is sold to Glencore International AG, and Freda Rebecca sells all its gold bullion to Fidelity Printers and Refiners, so the Group's credit risk is concentrated on only two customers.
In Freda Rebecca, trade receivables of $2.9m (2015: $3.8m) were due by Fidelity Printers and Refiners, none of which were outstanding past their due date.
In BNC, trade receivables of $4.1m (2015: $5.1m) were due by Glencore International AG, which were due within normal terms of agreement.
There is a concentration of risk in respect of trade receivables from Fidelity Printers and Refineries as well as Glencore, being the two major customers of the respective subsidiaries.
Based on historical default rates, the Group believes that no impairment allowance is necessary in respect of trade receivables as explained in note 7.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group's treasury department in accordance with the Group's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group's Board of Directors on an annual basis, and may be updated throughout the year subject to approval of the Group's Finance Committee. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.
Commodity price risk
For the 2016 financial year, the Group's earnings were mainly exposed to changes in the prices of gold and nickel. A 10% increase or a decrease in these prices would have increased/(decreased) equity and results by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2015.
Equity | Results | ||||
2016 | 2015 | 2016 | 2015 | ||
$'000 | $'000 | $'000 | $'000 | ||
10% increase in nickel price | 4 227 | 7 887 | 4 227 | 7 887 | |
10% decrease in nickel price | (4 227) | (7 887) | (4 227) | (7 887) | |
10% increase in gold price | 7 775 | 7 208 | 7 775 | 7 208 | |
10% decrease in gold price | (7 775) | (7 208) | (7 775) | (7 208) |
Liquidity risk
The Group analysis of the liquidity risk is based on an 18-month term cash flow projection. This is disclosed in detail in note 3, along with the risks and uncertainties included within the forecasts.
Contractual cash flows | ||||||||
Carrying amount | Total | 2 months or less | 2-12 months | 1-2 years | 2-5 years | More than 5 years | ||
Non-derivate financial liabilities | ||||||||
Bank overdrafts | 10 676 | 12 033 | - | 12 033 | - | - | - | |
Secured bank loans | 6 644 | 8 334 | 1 403 | 4 041 | 2 890 | - | - | |
Secured bond issues | 19 693 | 24 693 | - | 6 875 | 6 500 | 11 318 | - | |
Trade payables | 13 769 | 13 769 | 7 895 | 5 874 | - | - | - | |
Accruals and other payables | 14 584 | 14 584 | 3 941 | 10 643 | - | - | - | |
Total | 65 366 | 73 413 | 13 239 | 39 466 | 9 390 | 11 318 | - |
Financial risk management
Fair values
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Wherever possible, fair value is calculated by reference to quoted prices in active markets for identical instruments. Where no such quoted prices are available, other observable inputs are used and if there are no observable inputs then fair values are calculated by discounting projected future cash flows at prevailing rates translated at year-end exchange rates.
Financial assets and liabilities, are recognised at cost in the Group balance sheet:
Book value | |||
2016 | 2015 | ||
$'000 | $'000 | ||
Financial assets | |||
Investments | 1 266 | 577 | |
Loans and receivables | |||
Non-current receivables | 1 133 | 1 071 | |
Trade and other receivables | 22 700 | 20 382 | |
Cash and cash equivalents | 7 369 | 14 023 | |
Total loans and receivables | 31 202 | 35 476 | |
Financial liabilities | |||
Loan payable | 37 013 | 23 759 | |
Trade payables | 13 769 | 17 245 | |
Accruals and other payables | 14 584 | 12 962 | |
Total financial liabilities | 65 366 | 53 966 |
The cost and fair values for financial assets and liabilities, closely approximate each other.35.
Impairment
Group
Freda Rebecca and BNC reversed impairment of cash balances previously impaired and subsequently recovered. The recovered amount was settled through treasury bills worth $0.7m for Freda Rebecca and $3.4m for BNC. The reversal of the previously booked impairment charge is included in the income statement income as part of impairment reversal.
An impairment indicator was identified for Freda Rebecca, being the low gold price. Management calculated the recoverable amount for the cash-generating unit of Freda Rebecca gold mine by applying a discounted cash flow model to the future expected cash flows expected to arise from the operation. The key assumptions of the discounted cash flow model were a gold price of $1,150/oz (2015: $1,250/oz) at an average yearly production of around 116,972oz p.a. (2015: 75,000oz) for another six (2015: seven) years of the mine still being in production. A pre-tax discount rate of 19.28% (2015: 19.28%) was used and was calculated as a discounting rate for similar mining operations in developing countries, adjusted for the specific risks of the Freda Rebecca gold mine. Management was satisfied that the recoverable amount exceeded the carrying amount of the assets despite the lower current gold price and no impairment of Freda Rebecca's assets was deemed necessary.
An impairment indicator was identified for BNC, being the low nickel price. The key assumptions for the model was a long-term nickel price range of $8,697/t to $15,048/t (2015: $14,150/t to $17,750/t) for the remaining life of mine of an estimated nine years, a pre-tax discount rate of 21% (2015: 21%) which was calculated as a discounting rate for similar mining operations in developing countries, adjusted for the specific risks of BNC. Management was satisfied that the recoverable amount of the CGU exceeded the carrying amount of the assets despite the lower current nickel price and no impairment of BNC's assets was deemed necessary.
During the prior year, an impairment reversal of $5.1m was made related to the BNC smelter that was fully impaired in FY2013. As a result of the planned re-start of the smelter, as supported by the bond proceeds raised of $20m (of which $16.4m received by 2015 year-end, $1.5m was received after year-end in July 2015, and the balance in September 2015, Asa Resource Group was able to reverse the earlier impairment in full in 2015. BNC had already spent $7.3m (2015: $2.4m) in preparation for the smelter re-start, and had committed to a further $3.9m (2015: $3.1m) as at year-end. The BSR refinery and Shangani mine have been fully impaired and are still under care and maintenance and no impairment reversal was deemed appropriate.
No impairment has been raise for the assets held by Hunters Road as the CGU is at its Exploration and Evaluation stage with plans to start operating in the future.
An impairment indicator was identified for Zani Kodo, being the low gold price. Management calculated an estimated resource valuation for the existing 2.97m ounces of gold and the key assumptions of the resource valuation were a gold price of $30/oz (2015: $30/oz) per ounce for inferred resources, and $40/oz (2015: $40/oz) per ounce for indicated resources. A pre-tax discount rate of 27% (2015: 27%) was used and was calculated as a discounting rate for similar exploration operations in developing countries, adjusted for the specific risks of the Zani Kodo project. Management was satisfied that the resource valuation exceeded the carrying amount of the assets despite the lower current gold price and no impairment of Zani Kodo's assets was deemed necessary.
An impairment indicator was identified for SEMHKAT, being the low copper price. Management calculated an estimated resource valuation for the existing 122,599 tonnes (2015: 122,599 tonnes) of copper and the key assumptions of the resource valuation were a copper price of $75/tonne (2015: $75/tonne) per ounce for inferred resources, $187/tonne (2015: $187/tonne) per ton for measured indicated resources. A pre-tax discount rate of 27% (2015: 27%) was used and was calculated as a discounting rate for similar exploration operations in developing countries, adjusted for the specific risks of the SEMHKAT project. Management was satisfied that the resource valuation exceeded the carrying amount of the assets despite the lower current copper price and no impairment of SEMHKAT's assets was deemed necessary.
A small impairment of $0.7m was made in the prior year in correction of an error in respect of SEMHKAT's intangible assets related to Asma and Pachalu, which were written off by Asa Resource Group plc in 2014 following the expiration of the licenses.
Company
During the current year, the Group did not consider it necessary to materially impair any loans or investments relating to its subsidiaries. In the prior year, the Company reversed material impairments relating to loans and investments of BNC (held directly and indirectly).
The effect of the impairment reversal/(losses) on the balance sheet is as follows:
Group | Company | ||||
2016 | 2015 | 2016 | 2015 | ||
$'000 | $'000 | $'000 | $'000 | ||
Property, plant and equipment | (399) | 5 075 | - | - | |
Intangible assets | - | (749) | - | (749) | |
Investments | 4 109 | - | - | - | |
Trade and other receivables | - | - | - | - | |
Net assets | 3 710 | 4 326 | - | (749) | |
Retained earnings | 3 704 | 3 044 | - | - | |
Non-controlling interest | 6 | 1 282 | - | - | |
Net equity and liabilities | 3 710 | 4 326 | - | - |
36. Events after the reporting period
Matters or circumstances have arisen since the end of the financial year which have significantly affected or may significantly affect the operations, results or state of affairs of the group in future financial years which have not been disclosed publicly at the date of this report are:
· 12th May 2016 - at the extraordinary general meeting, held on 12th May 2016, the Company appointed the new auditors of the Company, Ernst & Young LLP and authorised the directors to fix the auditors remuneration. At the same meeting, the directors were granted authority to communicate with shareholders electronically for the purpose of Companies Act 2006 communications;
· 14 April 2016 - Asa acquired the assets of Kanhym Estates Pty Ltd, an abattoir in South Africa through an investment company in which Asa has 62% shares. The transaction for $411,000 was carried out as part of the Group's first steps towards investment diversification and in line with increasing the value chain together with our agricultural operations. The abattoir commenced trading as Asa Meat (SA) Pty Ltd on 1 July 2016, due to the short time after the acquisition date, the Group has not yet completed the purchase price allocation exercise required by IFRS3;
· In April 2016, BNC successfully renewed its existing $7m working capital facility with a local financial institution. The facility which was expiring in May 2016 was renewed until May 2017. Another working capital facility of $3m was successfully negotiated as bridging finance for BNC. The facility has a tenure of 12 months and is secured by BNC's financial assets (note 9). While the renewal of the facility and approval of a further facility are non-adjusting events, as they strongly supports the assumption in the going concern note 2(B)(iii) above that the facility is renewable;
· 3rd June 2016 - the Company appointed SP Angel Corporate Finance LLP ("SP Angel") as Asa's new nominated adviser and joint broker, with immediate effect.
37. Related party disclosures
Group
Transactions between Group subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Remuneration of key management personnel are disclosed in note 13.
Toindepi Muganyi, the Managing Director of Freda Rebecca Gold Mine Ltd, is a trustee of the Community Trust.
Company
The Company provided funding to subsidiary companies which are disclosed as current receivables in note 25. Investments in subsidiaries are disclosed in note 22.
Related party transactions during the year:
2016 | 2015 | |||
$'000 | $'000 | |||
Management fees received | ||||
Bindura Nickel Corporation Ltd | 434 | - | ||
Mwana Africa Holdings Pty Ltd | - | 6 | ||
Basilik Trading Pty Ltd | - | 121 | ||
Management fees paid | ||||
Mwana Africa Holdings Pty Ltd | 1 146 | 529 | ||
Interest received | ||||
Bindura Nickel Corporation Ltd | 165 | 408 |
Management fees received from BNC are calculated at 2% (2015: 2%) of revenue. The management agreement was only signed with Asa Resource Group plc from January 2016 onwards, and prior to that the management fees were paid to a different Group company.
In the prior year management fees (paid)/received from Mwana Africa Holdings Pty Ltd and Basilik Trading Pty Ltd were in relation to management time allocated to the Group by these companies during the year.
Transactions with key management personnel and director transactions are disclosed in note 13.
Company related party receivables at year-end:
2016 | 2015 | |||
Mwana Africa Congo Gold SARL (Zani Kodo) | 51.3 | 50.3 | ||
SEMHKAT SARL | 18.6 | 18.0 | ||
Mwana Africa Holdings Ltd | 5.0 | 4.9 | ||
Basilik Trading Pty Ltd | 2.1 | 2.4 | ||
Bindura Nickel Corporation Ltd | 1.4 | 3.7 | ||
La Miniere De Zani Kodo SARL (MIZAKO) | 1.4 | 0.4 | ||
Sibeka SA | 0.1 | 0.1 | ||
Alpina Group Ltd | 0.7 | 0.7 | ||
Parc Selemba Ltd | 0.7 | 0.8 | ||
SouthernEra Diamonds Inc | 0.3 | 0.3 | ||
Freda Rebecca Gold Mine Pvt Ltd | 0.2 | 0.2 | ||
Zimnick Ltd | 0.1 | 0.1 | ||
Total | 81.9 | 81.9 |
Company related party payable at year-end:
2016 | 2015 | |||
Mwana Africa Mauritius Ltd | (8.4) | (3.8) | ||
Mwana Africa Holdings Pty Ltd | (4.4) | (4.3) | ||
Total | (12.8) | (8.1) |
38. Commitments and Contingent liabilities
Commitments
Capital commitments at the end of the financial year relating principally to property, plant and equipment for BNC and Freda Rebecca, for which no provision has been made, are as follows:
Group | Company | |||
2016 | 2015 | 2016 | 2015 | |
$'000 | $'000 | $'000 | $'000 | |
Contracted | 6 761 | 4 037 | - | - |
The Group and Company have the following total minimum lease payments under non-cancellable operating leases:
Group | Company | |||
2016 | 2015 | 2016 | 2015 | |
$'000 | $'000 | $'000 | $'000 | |
Operating leases: | ||||
Within one year | 294 | 317 | 159 | 159 |
Two to five years | 220 | 485 | 79 | 238 |
Contracted | 514 | 802 | 238 | 397 |
Contingent liabilities
The Group and Company monitor contingent liabilities, including, inter alia, those relating to taxation in the various jurisdictions in which the Company operates environmental, closure and other contingent liabilities, on an ongoing basis. Provision for such liabilities is raised in the financial statements when the necessary recognition criteria have been satisfied.
The following contingencies exist at the year-end:
Company
The Company has committed to a death in service benefit of five times executive annual salary for Kalaa Mpinga, who has subsequently departed from the Company and is no longer entitled to this benefit, and Yim Kwan. Should the employee die in an accident, twice the annual salary is covered by an insurance policy, leaving the Company with a remaining exposure of three years.
The Company has issued a guarantee to the extent of the outstanding Bindura Nickel Corporation Ltd bond amount, including accrued interest at any time during the tenure of the BNC bond. See note 28 for more information.
39. ComPARATIVE FIGURES
Where necessary, comparatives have been reclassified and repositioned for consistency with the current year disclosures as follows:
Group
· Overdrafts were reclassified from "Accruals and other payables" to "Loans payable" under current liabilities - please refer to note 28 for further details; and
· Finance and borrowing costs were incorrectly capitalized to Property, plant and equipment in the prior year, please refer to note 19 for further details;
Company
· "Intergroup receivables" were reclassified from "Trade and other receivables" to "Non-current receivables" - please refer to note 23 for further details.
· "Intergroup payables" were reclassified from "Accruals and other payables" to "Loans payable" under non-current liabilities - please refer to note 28 for further details.
Related Shares:
Asa Resources