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Annual Report Release

29th Apr 2010 08:00

RNS Number : 0039L
Central Rand Gold Limited
29 April 2010
 



 

Immediate Release 29 April 2010

 

Central Rand Gold Limited

("CRG" or the "Company" or the "Group")

(Incorporated as a company with limited liability under the laws of Guernsey,

Company Number 45108)

(Incorporated as an external company with limited liability under the laws of

South Africa, registration number 2007/0192231/10)

ISIN: GG00B24HM601

Share code on LSE: CRND

Share code on JSE: CRD

 

Annual Report Release

 

For full copies of the Company's Annual Report and Accounts, including the Company Profile, Directors' Report, Corporate Governance and Sustainable Development Report, Directors' Responsibility Statement, Company Secretarial Confirmation, Auditor's Report and full Financial Statements, please refer to the company's website: www.centralrandgold.com.

 

In addition, the notice of the 2010 annual general meeting to be held on 28 June 2010 has now been released using electronic means. Shareholders should, therefore, download copies of the circular, notice and forms of proxy at www.centralrandgold.com.

 

Shareholders are advised that the annual general meeting ("AGM") of the Company is to be held at the offices of Carey Olsen, Carey House, Les Banques, St Peter Port, Guernsey, GY1 4BZ (not the registered office) at 11.00 a.m. UK time on 28 June 2010. Shareholders wishing to participate in the AGM, in Guernsey via video link from London may do so at the offices of Hunton & Williams, 30 St Mary Axe, London EC3A 8EP and Shareholders wishing to participate in the AGM via video link from Johannesburg may do so at the offices of Rudolph, Bernstein & Associates, Block B, 7 Eton Road, Sandhurst, Johannesburg.

 

Highlights

 

·; Trial mining successfully completed

·; Receipt of the Snowden Mining Industry Consultants ("Snowden") Report dated 19 August 2009 and issue of first resource - reserve conversion statement; further updated by the Snowden Report dated 12 April 2010

·; Key management appointments

·; Appointment of mining contractors, Australian Contract Mining ("ACM")

·; Commissioning of metallurgical plants and smelting of first gold

·; Implementation of local economic development initiatives and community programmes

 

Chairman's Report to Shareholders

 

In this, my first annual Chairman's Report to shareholders, having taken over as Chairman upon Alastair Walton's retirement on 14 April 2010, it is important to examine and reflect on the critical realignment and refocusing strategies and processes the Company has undertaken and adopted to safeguard its future in a challenging financial and operational environment. Although I was on the Board for the whole of 2009, given the historic nature of this report, Alastair Walton has also agreed to sign this report as outgoing Chairman.

 

While 2008 was a year of some major firsts - especially the awarding of our first New Order Mining Right - the emphasis in 2009 was much more on re-scoping our activities, optimisation and management of resources and facilities to best deal with the realities that we faced as we moved from the conceptual to the physical, and consequently firming up our business case.

 

Without doubt, 2009 was a difficult year for our Company against a backdrop of economic and financial market instabilities and uncertainties all around the world. The fact that we have ultimately been able to move to the trial mining and processing phase of our development is testimony to the spirit that is embedded in CRG's people.

 

Under the new management team, led by our Chief Executive Officer (CEO) Johan du Toit, significant advances were made during 2009, especially from a technical point of view. Don Harper (Head of Mining) and Keith Matier (Head of Geology) have strengthened the team through their experience and expertise, which is now being leveraged to speed up CRG's transition from trial mining to commercial mining. Complementing the skills of the new management team was the appointment of ACM, whose expertise in mechanised underground mining and development - including long-hole stoping - is proving to be a major improvement on the contract mining arrangement that was previously in place.

 

While 2009 was disappointing from a production point of view, with gold output 40,000 ounces lower than originally anticipated (mainly due to the difficulties that necessitated a change in mining contractor), improvements in metallurgical processes towards the end of the year bode well for 2010.

 

Additional Funding

 

As was stated in the Company's 2007 prospectus, there was a clear intention to raise further capital during 2009 for proof of concept and development purposes. Due to the global economic down turn that took place, it was deemed preferable to batten down the hatches and use the funds the Company had to focus on proof of concept - i.e. trial mining and processing; and then to seek further funding during 2010 in order to move into the production phase of CRG's evolution.

 

The share placement that was announced on 22 January 2010 raised a total of US$6 million through a cashbox structure to existing shareholders, and to Directors and senior management. We are thankful that shareholders demonstrated sufficient confidence in CRG to support this exercise.

 

These funds were specifically raised to provide sufficient working capital to enable underground trial mining to be completed and the viability of the proposed mine plan to be proven, both vital pre-cursors to taking the next logical step into commercial mining, and to providing technical and operational detail to support further funding.

 

As was announced at the time of the cashbox placing in January 2010, additional equity finance of at least US$35 million will soon be sought to fund the Company's mine development plan and provide the platform for sustainable gold production going forward. It was considered prudent by the Board to only seek this capital once trial mining had been completed and the results of these trials had been documented by Snowden, hence considerably "de-risking" the next phase in our development.

 

Community Involvement

 

CRG has always been about much more than just mining. From its beginning, there has been a genuine desire and commitment towards uplifting communities and improve the quality of life of thousands of people in the areas where our mining operations take place. Bringing tangible benefits to communities has been a targeted priority, not merely a by-product of our core activity.

 

In this regard, it has been rewarding for the Company to become intimately involved in local economic development projects - such as helping in the start-up of a large number of small businesses - and facilitating a range of important education projects aimed at improving school leaving pass rates and assisting university students. Further details of these vital interventions are available further on in this report. CRG has ensured, through various proactive initiatives, that its presence as a miner has broader ongoing benefits for the society in which it operates.

 

Board Changes

 

On the completion of trial mining and the release of the updated CPR (14 April 2010), the Company believed it was an appropriate moment to bring forward the previously stated Board changes detailed in the announcement dated 22 January 2010. I took over the Chairmanship to lead the Company through its next phase of development. Accordingly, Alastair Walton and Robert Kirkby resigned from the Board with immediate effect. Other Board changes reported on this day included Miklos Salamon succeeding Robert Kirkby as a senior Independent Non-Executive Director and Jerome Brauns and Patrick Malaza being appointed to the Board as a Non-Executive Director and Finance Director, respectively. Jerome, who is a prominent Advocate, has assisted the Company with legal matters in the past and will be a considerable asset on the Board. It is intended that he be appointed Chairman of Central Rand Gold South Africa (Pty) Limited ("CRGSA"), succeeding me in this position. Patrick has been the Chief Financial Officer since 1 July 2009.

 

The newly constituted Board would like to thank Alastair and Robert for their guidance and vision which have been invaluable to CRG progressing to where it is today.

 

Thanks

 

CRG has come a long way since its listing in 2007 and has seen a lot of changes to both its personnel and its strategy, during this time. I believe it is now well positioned to convert from trial mining to sustainable commercial mining, validating the promise and potential that has always been evident.

 

My heartfelt thanks go to all of my fellow Board members and to the management and staff of CRG who have worked tirelessly, often in difficult circumstances, to advance the Company towards reaching its undoubted potential.

 

I am confident that CRG has the right team in place to move forward into full scale commercial gold mining and carve out a niche as a sustainable producer in years to come.

 

 

Michael McMahon

Chairman (from 14 April 2010)

 

Over the past few years, I have enjoyed an interesting and rewarding journey with CRG and it has indeed been a privilege to have been so intimately involved with such a unique mining project. I have come into contact with some fantastic people during this time - within CRG and within the communities where the Company's projects are located. Importantly, I have been able to learn a lot about South Africa and its people. My thanks go out to all involved in CRG during my time as Chairman. I wish you all the best for the future.

 

Alastair Walton

Outgoing Chairman who retired on 14 April 2010

 

 

Chief Executive Officer's Report

 

Introduction

2009 was a difficult year for Central Rand Gold ("CRG"). The investment landscape turned very negative owing to the global liquidity crisis. This scenario compromised CRG's original operational plans as envisaged during its 2007 Initial Public Offering, of raising a further US$156 million to establish its mining operation. In addition, it became clear during 2009, that both operationally and managerially many changes were necessary within CRG in order to effectively and economically deliver a viable and sustainable mining business. Given this combination of factors, the year was used to plan and execute these many changes, and to work towards substantially de-risking the project by completing trial mining and processing with a view to having sound technical data and experience upon which a capital raising in 2010 could be based - and to endeavour to do this within the existing cash resources of CRG.

 

Cash preservation

 

The focus of cash preservation was to realign and re-prioritise the Company's cash spend, to ensure it had sufficient funds available to complete all trial mining objectives. Any spend that did not assist in achieving these objectives was, where practical, eliminated from the cost base. Consequently, CRG implemented: staff redundancies; termination of non critical outsourcing agreements; re-scoping of development activities by reducing from three planned declines to one; replacement of underperforming mining contractors; any exploration work, shaft re-access and other programmes that were not immediately necessary were temporarily halted; new major sponsorships were curtailed; and stringent controls were placed on staff and office expenses. These strategies, together with the January 2010 cashbox fund raising, have proven to be effective, with the Company being able to complete its trial mining objectives by the end of the first quarter 2010.

 

Exploration and Geological Update

 

In mid 2009, diamond-drilling focus shifted from more regional exploration and resource drilling of secondary reef targets, to focused systematic diamond drilling ahead of the developing decline in and around the potential footprint of the second decline. The focus of these holes was as much to evaluate ground conditions and mining block availability ahead of mining, as it was to obtain grade information.

 

Exploration trenching conducted during 2009 and continued through 2010, has identified substantial potential for open pit mining in and around the current footprint of the underground mining operation.

 

During the resource evaluation drilling phases, independent quality control audits were regularly undertaken on the various analytical laboratories used, as well as on the drilling database itself.

Quality control and assurance procedures for the drilling in the decline area are currently being undertaken internally.

 

Reserve Conversion

 

An essential component for a successful mining project is confirmation of the Ore Reserves in the ore about to be mined. This has been recorded in the release of the maiden independent resources-to-reserves conversion report signed-off by Snowden Mining Industry Consultants (Snowden), indicating an initial Australasian Joint Ore & Reserve Committee ("JORC") and South African Mineral Resources Committee ("SAMREC") compliant Probable Reserve of 271,000 ounces of gold (2.06 million tonnes at 4.1g/t). This estimate was based solely on two well-defined pay channels in the Main Reef on a portion of the Consolidated Main Reef ("CMR") tenement. In this report, Snowden confirmed that the mining method and mine plan are suitable to develop an economic mine - without the inclusion of any additional revenue which may arise from sweepings, vampings, Main Reef Leader pillars, auriferous parting and surface material. Snowden have updated this estimate to a revised JORC and SAMREC compliant Probable Reserve of 482,000 ounces of gold (3.73 million tonnes at 4.0g/t) as at 12 April 2010.

 

Trial Mining

 

In early 2009, CRGSA commenced a programme of underground trial mining on the Main Reef at CMR. The key objectives were to demonstrate that the mining method is appropriate, that the Main Reef can be safely and efficiently mined and that the reserve modifying factors are reasonable.

 

Decline and Reef Development

 

A decline from a portal at Slot 8 is being developed to access the two pay-shoots in the initial mining area at CMR.

 

The Slot 8 decline is approximately 125 metres below surface with 810 metres of decline development completed to date. In addition, 440 metres of on reef development and crosscuts have been developed. In total 1,250 metres of development has been completed with a single double boom jumbo. Since the appointment of ACM, rates of 240 metres per month have regularly been achieved.

 

Stoping

 

Three stopes have been successfully blasted and extracted using mechanised long hole stoping and three Cemented Aggregate Fill ("CAF") support pillars have been poured. This simple, but highly productive mechanised mining technique, is common in Australia but new to the Witwatersrand.

 

Hanging wall conditions experienced to date have been good and no abnormal roof support structures have been required.

 

No damage occurred to CAF pillars or the hanging wall after stope blasting and subsequent extraction of blasted material.

 

One of the stopes was successfully split-fired to separate low grade parting from the Main Reef and extract these strata separately. The split-firing of low grade parting ore from the Main Reef ore gives flexibility on a stope-by-stope basis, to either split-fire, or to take the entire package (Main Reef, parting and the sweepings and vampings lying on the parting), depending upon grade.

 

These trials have also demonstrated that:

• 90% of blasted stope material is recovered by the loader on the level below. The 10% of broken stope ore left behind after blasting is confirmed to be amenable to water jetting; and

• Roof support using split sets and mesh allows for safe and economic mining.

 

Processing

 

It has been recognised that gold output is maximised by the most effective utilisation of the 18,000 tonne per month Carbon-in-Pulp ("CIP") plant. To improve recovery and reduce costs the plant has been reconfigured to separate the feed into two streams, with the higher grade stream directed to an upgraded CIP plant and the lower grade material directed to the existing flotation plant. Optical sorting has also been trialled and will be added to the plant flow sheet.

 

Result of Optical Sorting Trials

 

On reef development the optical sorter rejects 50% of the material fed to it whilst recovering 85% of the reef, with a reduction in dilution resulting in an uplift from an estimated 1.5 g/t to 3 g/t.

 

For stoped ore the optical sorter will be used to separate a high grade stream to be sent direct to the CIP plant from the low grade flotation circuit stream.

 

Safety

 

Since the Company's inception in 2006, we at CRG have placed a major emphasis on safety in everything that we do, throughout our operations. There is never room for complacency, and we are always striving to maintain an accident and injury free environment in an industry which is more dangerous than most.

 

During 2009, CRG moved from the exploration to the development phase, with an increase in workforce and risk exposure. The mining method ensures that employees are not exposed to an unsupported roof in new or old workings, at any time. The underground workforce, under the leadership of ACM, is focused on achieving world class safety outcomes.

The following are the safety statistics:

 

Type of injury

 

2009

 

2008

 

Dressing Cases

 

9

 

5

 

Lost Time Injuries

 

5

 

-

 

Incidents

 

41

 

5

 

 

There were no fatalities during 2009.

 

Maintaining safety at our operations will continue to be at the heart of all of our activities, as we move into our commercial mining phase.

 

Water

 

After an unfortunate double fatality, East Rand Proprietary Mines (part of the DRD Gold Limited Group) ceased pumping water from its SWV shaft. This pump station had served the purpose of maintaining the water level in the Central Rand Basin, in which CRG sits.

 

By the end of 2008, the water had flooded the pump station. The water in the basin continues to rise at an average of 0.54m per day and as at 31 December 2009 was at approximately 671m below the surface.

 

Murray and Roberts Limited developed various engineered options for the establishment of a pump station at various depths. The immediate target is to stop the water table at 400 metres below surface ("mbs"), whereafter the basin can be dewatered further.

 

Based on the above engineering study, the capital cost is estimated to be ZAR178 million at 400mbs. It has been estimated that the pump station will cost ZAR91 million and the HDS plant will cost ZAR87 million.

 

The Department of Water Affairs ("DWA") and the CEO's of the various mines in the Western and Central Basins met on 26 March 2010 to discuss short term solutions to the acid mine drainage problem. At this meeting DWA and Industry agreed to support the submersible pump station solution financially as this solution will solve:

• Government's environmental concerns and is also interested in a supply of clean water;

• DRD has an interest in a supply of water to its ERGO mine tailings retreatment operations;

• CRG obviously wishes to protect its underground workings; and

• Peripheral mines who currently decant from the adjoining West and East Rand Basins into the Central Basin need this Basin to continue pumping.

 

Final negotiations are expected to be concluded by May 2010.

 

Cash Position

 

As at the end of December 2009, the Company had approximately US$15.9 million on hand. Set out below is an abridged cash flow statement.

 

Cash and cash equivalents at beginning of year

 

US$'000

 

Cash and cash equivalents at beginning of year

 

69 601

 

Cash used in operations

 

(42 716)

 

Interest received

 

2 899

 

Finance costs

 

(83)

 

Sundry income

 

2

 

Mine property, plant and equipment

 

(27 996)

 

Security deposits

 

(221)

 

Repayment of borrowings

 

(36)

 

Effects of exchange rate movement on cash balances

 

14 449

 

Cash and cash equivalents at end of year

 

15 899

 

Capital Raising

 

On 22 January 2010, we successfully placed a total of 24,691,964 new ordinary shares of 1p each (£0.01) in the capital of the Company (the "Placing Shares") at a price of 15p per share (£0.15) to raise £3.7 million (US$6.0 million) (the "Placing"). The Placing was supported by the Directors, senior management and certain existing substantial shareholders. About 23,781,964 Placing Shares were placed using the cashbox structure with existing investors, and 910,000 Placing Shares were placed with Directors and senior management of the Company. The Placing Shares represented 9.99% of CRG'S existing ordinary share capital prior to the Placing and 9.09% of the issued share capital, as enlarged by the Placing. The Placing price of 15p per share represented a discount of 4.76% to the closing mid-price on 21 January 2010, of 15.75p per share. The Placing was underwritten by Evolution Securities Limited (Evolution). As indicated in the Chairman's Report, it is envisaged that additional equity finance of at least US$35 million will be sought to fund the Company's mine development plan and provide the platform for sustainable gold production going forward.

 

Black Economic Empowerment (BEE)

 

Significant activity took place during the year regarding the Company's Black Economic Empowerment (BEE) shareholding. Events that took place can be summarised as follows:

 

Date

 

Event

 

16 February 2009

 

Central Rand Gold Netherlands Antilles NV ("CRGNV"), giving the requisite 90 days' notice as stipulated under the CRGSA Shareholders' Agreement, exercised the call option granted to it to acquire Puno Gold Investments (Pty) Ltd's (Puno) entire interest in CRGSA (the Call Option).

 

7 April 2009

 

Puno made an urgent application to the South Gauteng Division of the High Court of South Africa to interdict CRGNV from proceeding with the Call Option pending the final determination, by arbitration, of the validity and enforceability of: 1) the various funding calls made by CRGSA, under the auspices of the CRGSA Shareholders' Agreement, for Puno to make its pro rata contribution to funding requirements ; and the consequent Call Option and; 2) the interpretation of the shareholder funding provisions of the Shareholders' Agreement.

 

June 2009

 

CRG was informed that Puno had complained to the Financial Services Board averring that CRG had made false statements in its listing prospectus and further continued to issue false information to its shareholders.

 

9 September 2009

 

Application was made seeking to interdict CRGSA from proceeding with mining operations at its Consolidated Main Reef, Langlaagte, City Deep and Crown Mines tenements, pending the final determination by Arbitration Award or Court Order of the interpretation of the provisions of the Shareholders' Agreement entered into between Puno and CRGNV in respect of CRGSA, which provide for the completion of, and timeframe within which, a Bankable Feasibility Study is to be prepared in respect of the anticipated mining of the Tenements. The matter, which was initially scheduled to be heard on 13 October 2009, was postponed to 5 November 2009.

 

5 November 2009

 

At the hearing of the interdict applications, the Court dismissed Puno's request for an urgent interdict to halt CRG's trial mining activities and made a costs order against Puno to pay the costs incurred by the CRG Group in opposing the application. Puno subsequently indicated that they intend to appeal this decision and intend to do so once the formal Court Order is made available.

 

25 November 2009

 

CRG is advised that at a meeting held on 24 November 2009, the Financial Services Board rejected the complaint lodged by Puno that CRG had made false statements in its listing prospectus and continued to issue false information to its shareholders.

 

1 April 2010

 

Court rejects Puno application for leave to appeal the decision handed down by the South African High Court on 5 November 2009.

 

 

Currently, pre-arbitration formalities are being finalised in regard to the arbitration between CRG and Puno, in relation to inter alia the validity of the Call Option.

 

Environmental, Social and Labour, and Corporate Social Investment

 

CRG is fully committed to implementing highly effective and proactive Environment, Social and Labour strategies and programmes.

 

Considerable progress was made in all of these areas during 2009, laying the ideal foundation for further tangible advancements in 2010.

 

Details on all of these activities - including the George Harrison Park training centre, the Amathuba (industrial hive) local economic development initiatives, and education projects covering bursaries, a school achievers' programme and an inter-school soccer tournament in Soweto - are available later on in this annual report.

 

Prospects

 

During 2009 the Company made significant progress towards becoming a sustainable commercial producer of gold. The first quarter of 2010 was vital in confirming the Company's mining methodologies and operations, and has provided a strong platform from which to deliver a stable, sustainable, cash positive operation.

 

CRG's focus for the remainder of 2010 will be to raise the additional funds it requires to commence commercial gold production and to continue with exploration activities to identify future mining areas. CRG is now well positioned to transition from trial mining to full-scale commercial production.

 

The Company expects to achieve a production capacity of 45,000 oz per year by 2013. Expansion into other tenement areas will follow the process of replicating the current technology and methods (as optimised in the trial mining). Such expansion could be funded from retained earnings, debt, further new capital, or a combination of these, according to the wisdom of the moment.

 

Word of thanks

 

I would like to pay special tribute to Alastair Walton (former Chairman) and Robert Kirkby (former Non-Executive Director), for the significant role they have played in setting the direction and putting CRG on the right platform, for future take off. My sincere thanks must also go to everyone - staff, shareholders, contractors, community members and other stakeholders - who played a role in getting the Company and the rest of the Group, to where they are today.

 

Johan du Toit

Chief Executive Officer

 

Group and Company Statements of Financial Position as at 31 December 2009 and 31 December 2008

Group

Company

2009

2008

2009

2008

Notes

US$'000

 US$ '000

US$'000

 US$ '000

NON CURRENT ASSETS

Property, plant and equipment

2

34,298

10,458

-

-

Intangible assets

3

1,316

-

-

-

Investment in subsidiaries

-

-

9,776

8,174

Security deposits and guarantees

5,806

4,637

203

172

Loans receivable

4

7,818

5,205

209,936

84,350

49,238

20,300

219,915

92,696

CURRENT ASSETS

Security deposits and guarantees

510

1,458

382

404

Prepayments and other receivables

5,272

5,332

164

152

Inventory

1,574

732

-

-

Cash and cash equivalents

15,899

69,601

8,847

66,089

Non-current assets held for sale

5

2,750

-

-

-

26,005

77,123

9,393

66,645

TOTAL ASSETS

75,243

97,423

229,308

159,341

EQUITY

Attributable to equity holders of the parent

Share capital

5,023

5,023

5,023

5,023

Share premium

191,406

191,406

191,406

191,406

Share-based compensation reserve

27,482

26,429

27,482

26,429

Treasury shares

(2)

(4)

-

-

Foreign currency translation reserve

(28,400)

(42,900)

(49,404)

(66,203)

Accumulated profits/(losses)

(138,825)

(92,490)

54,640

2,391

56,684

87,464

229,147

159,046

Non controlling interest

-

-

-

-

TOTAL EQUITY

56,684

87,464

229,147

159,046

NON CURRENT LIABILITIES

Environmental rehabilitation and other provisions

1,434

244

-

-

Loan payable

4

7,818

5,205

-

-

Operating lease liability

26

41

-

-

Borrowings

12

46

-

-

9,290

5,536

-

-

CURRENT LIABILITIES

Trade and other payables

7,620

3,758

161

295

Environmental rehabilitation and other provisions

701

324

-

-

Taxation payable

895

310

-

-

Operating lease liability

26

2

-

-

Borrowings

27

29

-

-

9,269

4,423

161

295

TOTAL LIABILITIES

18,559

9,959

161

295

TOTAL EQUITY AND LIABILITIES

75,243

97,423

229,308

159,341

 

Group and Company Income Statement for the years ended 31 December 2009 and 31 December 2008

Group

Company

2009

2008

2009

2008

Notes

US$'000

US$'000

US$'000

US$'000

Other income and gains

7,598

252

32,177

6,093

Employee benefits expense

(9,688)

(7,809)

(61)

-

Directors' emoluments

6

(1,676)

(9,830)

(874)

(4,576)

Depreciation and amortisation

(2,479)

(1,210)

-

-

Inventory write down

(1,947)

-

-

-

Operating lease expense

(833)

(809)

(47)

(189)

Exploration expenditure

 (33,696)

(20,310)

(393)

(200)

Other expenses

(5,956)

(6,043)

(1,582)

(3,089)

Operating profit/(loss)

 (48,677)

 (45,759)

29,220

(1,961)

Interest receivable

3,996

7,051

23,029

14,926

Finance costs

(1,108)

(853)

-

-

Profit/(loss) before income tax

 (45,789)

 (39,561)

52,249

12,965

Income tax expense

(546)

(218)

-

-

Profit/(loss) for the year

 (46,335)

 (39,779)

52,249

12,965

Loss is attributable to:

Non controlling interest

-

-

Equity holders of the parent

 (46,335)

 (39,779)

 (46,335)

 (39,779)

Loss per share for loss attributable to the equity holders during the year (expressed in US cents per share)

Basic loss per share

(18.77)

(16.21)

Diluted loss per share

(18.77)

(16.21)

 

Group and Company Statement of Comprehensive Income for the years ended 31 December 2009 and 31 December 2008

Group

Company

2009

2008

2009

2008

US$'000

US$'000

US$'000

US$'000

Profit/(Loss) for the year

(46,335)

(39,779)

52,249

12,965

Other comprehensive income:

Exchange differences on translating foreign operations

14,500

 (33,588)

16,799

(58,189)

Income tax relating to components of other comprehensive income

-

-

-

-

Other comprehensive income for the period, net of tax

14,500

 (33,588)

16,799

(58,189)

Total comprehensive income for the period

 (31,836)

 (73,367)

69,047

(45,224)

Total comprehensive income is attributable to:

Non controlling interest

-

-

-

-

Equity holders of the parent

 (31,836)

 (73,367)

69,047

(45,224)

 (31,836)

 (73,367)

69,047

(45,224)

 

Group and Company Statement of Changes in Equity for the years ended 31 December 2009 and 31 December 2008

 

 

 

 

 

 

Attributable to equity holders of the Parent Company

 

Group

Ordinary Share Capital

Share Premium

Share Based Compensation Reserve

Treasury Shares

Foreign Currency Translation Reserve

Accumulated Losses

Total

Non Controlling Interest

Total Equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at 31 December 2007

5,017

191,406

18,153

(31)

(9,312)

(52,711)

152,522

-

152,522

Total comprehensive income for the year

Loss for the year

-

-

-

-

-

(39,779)

(39,779)

-

(39,779)

Other comprehensive income

Foreign currency adjustments

-

-

-

-

(33,588)

-

(33,588)

-

(33,588)

Transactions with owners, recorded directly in equity

Employee Share Option Scheme:

Treasury shares issued to Employee Share Trust

6

-

-

(6)

-

-

-

-

-

Treasury shares issued to Directors and employees

-

-

-

33

-

-

33

-

33

Share-based payments: Employees and Directors shares and options

-

-

8,276

-

-

-

8,276

-

8,276

Balance at 31 December 2008

5,023

191,406

26,429

(4)

(42,900)

(92,490)

87,464

-

87,464

Total comprehensive income for the year

Loss for the year

-

-

-

-

-

(46,335)

(46,335)

-

(46,335)

Other comprehensive income

Foreign currency adjustments

-

-

-

-

14,500

-

14,500

-

14,500

Transactions with owners, recorded directly in equity

Employee Share Option Scheme:

Share-based payments: Employees and Directors shares and options

-

-

1,053

2

-

-

1,055

-

1,055

Balance at 31 December 2009

5,023

191,406

27,482

(2)

(28,400)

(138,825)

56,684

-

56,684

 

Company

Ordinary Share Capital

Share Premium

Share-Based Compensation Reserve

Foreign Currency Translation Reserve

Accumulated Losses

Total Equity

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

Balance at 31 December 2007

5,017

191,406

18,153

(8,014)

(10,574)

195,988

 

Total comprehensive income for the year

 

Profit for the year

-

-

-

-

12,965

12,965

 

Other comprehensive income

 

Foreign currency adjustments

-

-

-

(58,189)

-

(58,189)

 

Transactions with owners, recorded directly in equity

 

Shares issued during the year

6

-

-

-

-

6

 

Employee Share Option Scheme:

 

Share-based payments: Employees and Directors shares and options

-

-

8,276

-

-

8,276

 

Balance at 31 December 2008

5,023

191,406

26,429

(66,203)

2,391

159,046

 

Total comprehensive income for the year

 

Profit for the year

-

-

-

-

52,249

52,249

 

Other comprehensive income

 

Foreign currency adjustments

-

-

-

16,799

-

16,799

 

Transactions with owners, recorded directly in equity

 

Employee Share Option Scheme:

-

 

Share-based payments: Employees and Directors shares and options

-

-

1,053

-

-

1,053

 

Balance at 31 December 2009

5,023

191,406

27,482

(49,404)

54,640

229,147

 

 

 

 

 

2009

2008

2009

2008

US$'000

US$'000

US$'000

US$'000

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

(Loss)/Profit before tax

(45,789)

(39,561)

52,249

12,965

 

Adjusted for :

 

Depreciation and amortisation

2,479

1,210

-

-

 

Employment benefit expenditure (Share-based payments)

1,053

8,769

280

3,755

 

Loss on disposal and scrapping of property, plant and equipment

501

1

-

-

 

Impairment of inventory

1,947

-

-

-

 

Impairment of assets

4,476

-

-

-

 

Net gain on foreign exchange

(7,596)

 

(165)

(32,177)

(6,040)

 

Increase in operating lease liability

9

18

-

-

 

Sundry income

(2)

-

-

-

 

Interest received

(3,996)

(6,225)

(23,029)

(5,847)

 

Finance costs

1,108

27

-

-

 

Changes in working capital

 

(Increase)/decrease in prepayments and other receivables

60

(5,144)

(12)

646

 

Increase in inventory

(842)

(852)

-

-

 

Increase/(decrease) in trade and other payables

3,862

2,107

(134)

(402)

 

Increase in provisions

13

660

-

-

 

Cash flows used in operations

(42,717)

(39,155)

(2,823)

5,077

 

Interest received

2,899

6,225

2,165

5,847

 

Finance costs

(83)

(27)

-

-

 

Sundry income

2

-

-

-

 

Net cash (used in)/from operating activities

(39,899)

(32,957)

(658)

10,924

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

Purchases of property, plant & equipment

(26,915)

(10,856)

-

-

 

Proceeds from disposal of property, plant and equipment

104

18

 

Purchases of intangible assets

(1,185)

-

-

-

 

Increase in loans receivable

-

-

(103,205)

(69,219)

 

Net cash used in investing activities

(27,996)

(10,838)

(103,205)

(69,219)

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

Repayment of borrowings

(36)

(30)

-

-

 

(Increase)/decrease in security deposits

(221)

(5,347)

(9)

60

 

Proceeds from issuance of shares

-

2

-

6

 

Net cash (used in)/from financing activities

(257)

(5,375)

(9)

66

 

 

Net (decrease)/increase in cash and cash equivalents

(68,152)

(49,170)

(103,872)

(58,229)

 

Cash and cash equivalents at beginning of year

69,601

149,195

66,089

147,881

 

Effects of exchange rate movement on cash balances

14,450

(30,424)

46,630

(23,563)

 

Cash and cash equivalents at end of year

15,899

69,601

8,847

66,089

 

 

 

Basis of preparation and general information

 

1. General information

These are the non statutory financial statements, extracted from the Group and Company annual financial statements for the year ended 31 December 2009.

 

Central Rand Gold Limited ("CRG") is a Guernsey incorporated company and it is also registered in South Africa as an external company. One of its subsidiaries, Central Rand Gold (Netherland Antilles) N.V. ("CRGNV"), was incorporated in the Netherlands Antilles. CRG's operating subsidiary is Central Rand Gold South Africa ("CRGSA"). CRG has a primary listing on the London Stock Exchange ("LSE") and a secondary listing on JSE Limited ("JSE").

 

Legally, CRG complies with the company laws of its place of incorporation being Guernsey and the company laws of the place of its external registration being South Africa. One of its subsidiaries, CRGNV, is incorporated in the Netherlands Antilles, therefore the Group is also impacted by the company laws of the Netherlands Antilles.

 

The Group and Company annual financial statements for the year ended 31 December 2009 were approved for issue on 28 April 2010. The auditor has issued their unqualified auditors' opinions on the Group and Company financial statements for the year ended 31 December 2009.

 

Accounting policies

 

The Group and Company annual financial statements have been prepared in accordance with International Financial Reporting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("EU") in accordance with EU laws (IAS Regulation EC 1606/2002).

 

The accounting policies have been consistently applied to all years presented.

 

Going concern

The Directors have prepared the financial statements on the going concern basis having considered the current trading, the current funding position and the projected funding requirements of the business for at least the next 12 months from the date of approval of the financial statements.

Current trading

The Group is developing a series of former mine workings to the south of Johannesburg with a view to using new technology and mining methods to extract gold in sufficient quantities to be commercially viable. In the year to 31 December 2009, the Group incurred a loss of US$46.3 million as a result of these development activities. Since the year end, the Group has continued its programme of development, completed a successful trial mining project at its decline on the Central Main Reef and has received a Competent Persons Report from Snowden Mining Industry Consultants Pty Limited which has concluded favourably on the viability of the Group's plans.

Current funding

At 31 December 2009, the Group had cash of US$15.9 million.

On 22nd January 2010, the Group undertook a share placing which raised US$6 million, net of fees, to provide additional working capital during the period of trial mining.

At 31st March 2010, the Group had cash of US$11.1 million.

Projected funding requirements

The Group has prepared initial projections for its planned development activities and operations which show that the Group needs to raise up to US$35 million to fund its investment in capital equipment and working capital through to 31 December 2013, by when the projections show the Group to be generating positive free cash flow and in full commercial production.

The Directors have engaged Evolution Securities to assist the Group in raising new equity funding and it is anticipated that the fundraising will take place by the end of July 2010.

The success of the fundraising is dependent on a number of factors, the most important of which from a financial point of view is whether the Group is able to reach a satisfactory outcome in its on-going negotiations with the South African Government and other mining companies on the collective funding of a new water pumping facility for the Central Rand Basin. The Group requires the new facility to ensure that the water table is maintained at no less a depth than 400 metres. The Directors are confident, based on their discussions to date, that a satisfactory outcome is achievable but they recognise the need for certainty in this matter in advance of a fundraising exercise. Should this not be satisfactory outcome there may be a need to increase funds to be raised.

On the assumption that new funding is raised, the risks inherent in any mining operation will apply to the Group. In addition, the nature of what the Group is seeking to do, i.e. moving from trial mining to full commercial production in former mine workings, brings associated risks around the execution of the development programme being delivered on time and on cost. In the event that actual revenues are lower than projected or actual costs exceed budget in the period to full commercial production, particularly in 2012 and 2013 and these factors result in the need for additional funding, it is possible that the Group may have to seek additional sources of finance either by way of debt or equity raising to complete its development programme and reach full commercial production.

Conclusion

The requirement for a fundraising and the dependency of this on the Group's discussions relating to the water pumping facility referred to above represent a material uncertainty that may cast significant doubt upon the Group's and the Company's ability to continue as a going concern and may therefore be unable to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, after taking account of the Group's funding position, its cash flow projections and the risks and uncertainties associated with these, and the Directors' expectation for a successful fundraising, the Directors have a reasonable expectation that the Group and Company have adequate resources to continue in operational existence for the foreseeable future. For these reasons they continue to prepare the financial statements on a going concern basis. These financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

 

Foreign currency rates

 

The US Dollar rates of exchange applicable to the period are as follows:

 

Period ended 31 December 2009

Period ended 31 December 2008

Closing

Average

Closing

Average

South African Rand

0.13482

0.12057

0.10601

0.12327

Pound Sterling

1.59257

1.56593

1.44792

1.85518

 

 

2. Property, plant and equipment

During the year, the Group spent US$26,914,650 on processing plant and equipment and mine development.

 

3. Intangible Assets

CRGSA was deemed to have exercised the option to acquire the entire shareholding in FEIC once the New Order mining right was granted by the DMR. Furthermore CRGSA has, in accordance with the further requirements for transfer of the shareholding spent not less than US$2,000,000 on exploration. Ministerial consent in terms of section 11 of the Mineral and Petroleum Resources Development Act has been obtained to the change in shareholding in FEIC on 25 February 2009. CRGSA paid US$1,000,000 as consideration for the purchase of FEIC effective 25 February 2009. As a consequence of the change in shareholding, FEIC became a subsidiary of the group and has been consolidated in the group financial statements. The acquisition of the New Order Mining Right held by FEIC was capitalised as an intangible asset on transaction date.

 

4. Loan receivable

Puno Gold Investments (Proprietary) Limited

 

Since the last report for the interim results for the six months ended June 30, 2008 there has been no resolution to the dispute relating to procedural breaches of the Central Rand Gold South Africa (Proprietary) Limited ("CRGSA") shareholders agreement between CRGSA and our BEE partner, Puno Gold Investments (Proprietary) Limited ("Puno").

 

During 2007, a dispute arose between the shareholders of CRGSA in regard to the allocation of intercompany loans which fund the budget and work programme and the incurring of, and level of, certain costs by CRGSA. As per the provisions of the shareholders agreement, the Chief Executive Officers and subsequently the Chairmen of both Puno and CRGSA met in an effort to amicably resolve the matter. These meetings have unfortunately proven to be unsuccessful. On 16 February 2009, CRGNV, the direct holding company of CRGSA, exercised the call option granted to it in terms of the shareholders agreement and gave Puno 90 days notice, to acquire Puno's entire interest in CRGSA.

 

During April 2009, Puno made an urgent application to the South Gauteng Division of the High Court of South Africa to interdict CRGNV from proceeding with an Option to call for Puno's entire shareholding in CRGSA pending the final determination by arbitration of the validity and enforceability of: 1) the various funding calls made by CRGSA, under the auspices of the CRGSA Shareholders' Agreement, for Puno to make its pro rata contribution to funding requirements; and the consequent Call Option and; 2) the interpretation of the shareholder funding provisions of the Shareholders' Agreement. The parties agreed that the matter would proceed to arbitration as sought in the application and currently the pre-arbitration formalities are being finalised in regard to the arbitration. It is expected that absent agreement on the terms of the arbitration by no later than the end of April 2010, the matter will be unilaterally referred to the Arbitration Foundation of South Africa. In the event that Puno is successful in relation to its litigation, CRGNV will be unable to exercise its call option over Puno's shares in CRGSA and will therefore not be able to introduce a new BBBEE compliant partner who the Directors believe will be more beneficial for the Group as a whole. Puno issued an urgent application out of the South Gauteng High Court, Johannesburg, South Africa against CRGNV, the Company and CRGSA, in which it sought to interdict CRGSA from proceeding with mining operations pending an arbitration award or court order on the proper interpretation of clause 18 of the Shareholders Agreement entered into between Puno, CRGSA, CRGNV and the Company. The effect of Puno's success would result in a retention of their 26% shareholding. Absent success, the shares would be purchased by CRGSA for a nominal value. In a judgment delivered by Acting Judge, Alan Horwitz SC, on Thursday, 5 November 2009, Puno's application was dismissed with costs, including the costs of two counsel. The Court found that Puno had failed to make out a case for the relief sought on each and every ground which formed the subject of the application hearing. In particular, Acting Judge Horwitz found that the applicant, Puno, had failed to make out a case against CRGSA which could substantiate Puno's interpretation of the clause under scrutiny or its alleged prejudice suffered as a result there-from. Puno has sought leave from the South Gauteng High Court to appeal this ruling, the matter was argued on 5 April 2010, and Puno's application was dismissed.

 

The Directors are confident of success at the arbitration proceedings and further believe that the return of the shares by Puno will not have any material consequences in respect of the consolidated accounts of the Group as the 26% shareholding will be held in trust pending the outcome of discussions relating to new BEE arrangements. Notwithstanding this position, we have pending the outcome of any dispute allocated 100% of the intercompany balances directly through from the company to CRG SA. This additional 26% of intercompany debt excluding interest amounts to ZAR 151,903,560 (US$ 18,315,012) between 1 January and 31 December 2009 (ZAR 114,139,770 (US$ 12,099,957) between 1 January and 31 December 2008).

 

 

The loan payable to Puno contains the same allocations referred to above.

 

5. Non-current assets held for sale

 

Land and buildings to the value of US$455,018 and plant and equipment (consisting of the Gekko 20 ton per hour gold processing plant and mining head gears purchased for the trial mining and shaft reaccess programme) to the value of US$2,295,311 has been classified as held for sale at 31 December 2009. Management is committed to a plan to sell the assets and an active programme to find a buyer and complete the plan has been initiated.

 

6. Directors' emoluments

In May 2009, Mr M Sullivan resigned as Chief Operating Officer of the Company. The first and second tranche of share options were not forfeited and the vesting remains the same as described. The final portion of the options granted were forfeited. The total number of share options that were forfeited are 821,999. Due to his resignation the future share options were recognised on the date of his resignation. The value of the accelerated share-based payments for these share options is £ 97,661 (US$ 152,931). The value of the share options that were forfeited as a result of his resignation is £ 353,851 (US$ 554,106). The value of the forfeited share options that were previously recognised was reversed in the period. The value of this reversal is £ 81,199 (US$ 127,152).

 

7. Commitments

 

Group

2009 

US$'000

2008

US$'000

a) Purchase of shares in companies

Purchase of shares of Ferreira Estate and Investment Company Limited ('FEIC')

-

1,000

b) Various contractual amounts payable

Fees payable to iProp Limited for prospecting

500

500

Option fees payable to Gravlotte Mines Limited

-

100

Fees payable to Department of Minerals and energy within one year

12

7

Plant and equipment contracted for

-

6,295

c) Donations payable

Donations payable to Umkhonto we Sizwe Military Veterans Association (MKMVA)

109

83

 

8. Segment Reporting

 

The entity's chief operating decision maker reviews information on one operating segment, being the acquisition of mineral rights and data gathering in the Central Rand Goldfield of South Africa therefore management has determined that there is only one reportable segment. Accordingly, no analysis of segment revenue, results or net assets has been presented. No corporate or other assets are excluded from this segment.

 

9. Share-based payments

 

Grant of options in the Company

 

During the year the Company granted the following share options to Directors and Senior Managers of the Group. The options are summarised below.

Vesting

Strike Price

Allocation

Number of share options granted

 

 

600,000 on 31 October 2009, 600,000 on 31 October 2010 and 600,000 on 31 October 2011.

Exercise price escalates in accordance with the vesting tranches. One third at price of £0.50, one third at £1.00 and one third at £1.50.

Mr S.J. du Toit

1,800,000

 

1,033,333 on 3 September 2010, 1,033,033 on 3 September 2011 and the balance on 3 September 2012.

Exercise price escalates in accordance with the vesting tranches. One third at price of £0.30, one third at £0.60 and one third at £0.90.

Executive Management

3,100,000

 

300,000 on 1 June 2010, 300,000 on 1 June 2011 and 300,000 on 1 June 2012.

Exercise price escalates in accordance with the vesting tranches. One third at price of £0.30, one third at £0.60 and one third at £0.90.

Mr D. Harper

900,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issued on behalf of: Central Rand Gold Limited

Date: 29 April 2010

 

Contact:

Johan du Toit +27 (0) 11 551 4000

Patrick Malaza +27 (0) 11 551 4000

 

Enquiries:

 

Evolution Securities Limited +44 (0) 20 7071 4300

Simon Edwards / Chris Sim / Neil Elliot

 

Macquarie First South Advisers (Pty) Ltd +27 (0) 11 583 7000

Thembeka Mgoduso / Annerie Britz / Melanie de Nysschen

 

Buchanan Communications Limited +44 (0) 20 7466 5000

Bobby Morse / Katharine Sutton / James Strong

 

Jenni Newman Public Relations (Pty) Ltd +27 (0) 11 772 1033

Jenni Newman / Megann Outram

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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