RNS Number : 6228Z
Central African Mining&Exploration
25 September 2009
Central African Mining & Exploration Company Plc
('CAMEC' or 'the Company')
Results for the twelve months ended 31 March 2009
CAMEC, the Africa-focused emerging mining company, announces results for the twelve months ended 31 March 2009.
CHAIRMAN'S STATEMENT
Following a difficult and sometimes traumatic last eighteen months, the past week has seen a dramatic development for the Company.
On 18 September 2009, we announced the terms of a recommended cash offer for the Company from Eurasian Natural Resources Corporation Plc ('ENRC') at 20p per share. ENRC has already secured approximately 55.18% of the share capital of CAMEC through a combination of irrevocable undertakings, letters of intent and share acquisitions. Your directors are unanimously recommending that shareholders accept the offer and we have all irrevocably undertaken to do so in respect of our own beneficial shareholdings in the Company.
For CAMEC, as with most other resource companies, 2008/9 was a traumatic year with the global economic meltdown particularly affecting the mining sector, with a concomitant collapse in commodity prices and capital investment. Fortunately, due to our swift and drastic action taken across the Group, CAMEC is emerging from the downturn relatively robustly and as mentioned has now attracted a bid from a major mining company.
CAMEC maintains a world class portfolio of assets which now includes, amongst others, copper and cobalt in the Democratic Republic of Congo ('DRC'), coal in Mozambique, platinum in Zimbabwe, bauxite in Mali and fluorspar in South Africa, and whose production and development are supported by one of Southern Africa's largest logistics and trucking operations. We have invested in advancing this portfolio and I believe with the rebound in the commodities markets, and the increase in demand for raw materials, CAMEC placed itself in a position to derive value from its portfolio.
In the DRC, following a strong performance in the first half of the year, shareholders will be aware that the Board reacted to the global crisis quickly in October 2008, halting all production following the dramatic decline in commodity prices, in particular cobalt tumbling from above US$50lb to below US$10lb and copper from in excess of US$8,000 per tonne to below US$3,000 per tonne. This notwithstanding, we took the considered decision to maintain our work force. Although this had a significant negative impact on our financial performance, with cost of sales exceeding revenues, I believe this decision benefited us in a number of significant ways, allowing us to recover and emerge from the downturn more quickly than many of our peers.
Firstly, I believe the decision to maintain our workforce demonstrated to the government of the DRC our investment strategy and commitment to the country and assisted us in the country's Mining Review administrative process relating to our mining licences. This was completed in March 2009 and confirmed our licences and ratified our relationship with Gécamines. CAMEC was one of the first companies to pass this country wide review process. There remain many other major companies who have yet to complete this process.
Secondly, we had the ability to restart operations at our plants at Kakanda and Luita as soon as the market conditions allowed. Consequently, when we witnessed an improvement in the cobalt prices at the end of the first quarter, we were then able to restart cobalt operations at Mukondo Mountain accordingly.
During the care and maintenance period, we also implemented a number of initiatives aimed at reducing future production costs, including removing overburden from the Mukondo Mountain ore-body which significantly reduced the strip ratio. These measures, while having an immediate impact on 2008/9 expenditure, benefited the economics of the operation as we restarted production. In April this year, we also recommenced copper operations at Luita.
Prior to the onset of the global economic meltdown, as part of our strategy of looking to consolidate copper and cobalt assets in the DRC, we also bought 47.14% of Copper Resources Corp. ('CRC') and then 50% of Societe Miniere of Kabolela and Kipese Sprl. The value of these transactions was greatly affected by the collapse in confidence in the mining sector which is reflected in the financial statements. The revaluation of the CRC investment was completed as part of the programme of write downs and impairments.
In spite of the impact of the global economic crisis, we were able to continue to focus on our key assets in order to enhance their individual values, to the benefit of CAMEC's shareholders. We prudently reviewed our exploration expenditure in order to reduce our cost base and channel our capital into the projects that we believed would have most impact on the valuation of the Company in a recovery situation. We are of course cognisant that any major development would require access to outside finance.
In the DRC we are committed to providing JORC compliant resource figures for a number of our exploration assets including Disele, Mukondo and Kakanda North. This will not only place a definitive value on our concessions but also assist us in optimising the mining process in order to increase production operations at Luita and Kakanda.
In the Tete Province of Mozambique, considered by the Company as one of the world's largest untapped coal regions, an initial JORC resource of 1.03 billion tonnes of coal was published by SRK Consulting (South Africa) (Pty) Limited ('SRK') on our licence area L871. SRK considers multiple coal horizons identified are of economic importance and shallow dip makes these horizons potentially amenable to large scale open cast mining. The next step is to implement a feasibility study to fully assess the production potential of the project and realise its inherent value.
Following exploration and development work we now have a NI 43-101 compliant, Indicated and Inferred Mineral Resource containing 10.69 million ounces of 4E at the Bokai platinum prospect ('Bokai'), located within the Selukwe Subchamber, on the southern extent of the Zimbabwean Great Dyke. All indications are that, conditions permitting, Todal Mining, of which we hold 60%, is set to deliver a world class platinum mine out of the Bokai prospect, ultimately producing circa 120,000 ounces 4E per annum. The project continues to progress well and we are working closely with the local companies and organisations to ensure that the benefits of such a project are received by the local community as well as investors. With the decline in the platinum price from above US$2,000 per oz to below US$1,000 per oz, we also made a significant write down of this project.
In Mali, Butty, Herinckx & Partners B.V. ('BH&P'), independent experts in bauxite geology, metallurgy and mining completed a JORC compliant inferred, undiluted and washed resource estimate for our Faléa licence of 439 million tonnes of bauxite, equating to 152 million tonnes of contained, Smelter Grade Alumina (SGA). Their submission also stated that Faléa has the potential to be a world-class source of SGA with a preliminary projected cash cost of US$182 per tonne SGA, directly competing with the Sangaredi Project (BHP Billiton, Global Alumina Dubai Aluminium and Mubadala Development Company) in neighbouring Guinea, putting Faléa in the lower quartile of the cost curve.
In South Africa we control the Doornhoek Fluorspar Project, where positive results from a recently completed revised scoping study doubled the SAMREC compliant indicated and inferred resource from a previous exercise at Doornhoek to circa 30 million tonnes at 20% CaF2. Doornhoek is believed to be one of the world's largest fluorspar deposits, with potential to contain in excess of 50 million tonnes of CaF2 at similar grades to those in the scoping study. We recently expanded our interests with the acquisition of further contiguous licences which we believe are amenable to open pit operations.
A further area where we have benefited in relation to our competitors was through the control of our logistics operations. We have always seen logistics as crucial to operating in Africa, something that has been a huge contributing factor to our rapid progress into production. Additionally, this provided us with cash flow during the period when our copper and cobalt production operations were on care and maintenance.
With regards to its agricultural operations, the Board considered it an opportune time to divest these assets and focus on mining. Accordingly DECA was spun out into Agriterra Ltd.
Conclusion
This has been a highly challenging period for the Company, although I believe that through rapid decisions on strategy we managed to a certain extent, to weather the global economic storm. We have what we feel is a world class portfolio of assets which, subject to finance, can be developed rapidly to production.
This position has been recognised in ENRC's offer for the Company, full details of which will be published in due course.
Finally I'd like to thank all those involved with the Company for their hard work and support.
Phil Edmonds
Chairman
24 September 2009
For further information please visit www.camec-plc.com or contact:
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Phil Edmonds
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CAMEC
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Tel: 0845 108 6060
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Andrew Groves
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CAMEC
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Tel: 0845 108 6060
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Jeremy Gray
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CAMEC
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Tel: 020 3205 1469
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Jonathan Wright
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Seymour Pierce Ltd
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Tel: 020 7107 8000
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Ben Brewerton
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Financial Dynamics
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Tel: 020 7831 3113
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The report and accounts will be posted to shareholders on 30 September 2009 and will also be posted on the Company's website. CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
OPERATIONS REPORT
COPPER AND COBALT
Land Package and Security of Tenure
CAMEC's 41,412 hectare concessions (PE467 and PE469, the Mukondo Mountain concession, and PE463 and PE468) of predominantly copper and cobalt tenements have been secured under a binding Joint Venture agreement (DRC mining review) with Gecamines the state owned mining company, and ratified by the DRC's Mining Ministry in March 2009. The agreement permits CAMEC to continue its investment and development activities on the aforementioned licences and build on its position as a leading cobalt and copper company focussed in the Katanga Province.
CAMEC believes that the accomplishment of the 'Mining Review' and the work of the Mining Commission have enhanced the investment environment in the DRC, a country with vast mineral resources. As a result, CAMEC will continue to invest in developing its existing copper and cobalt assets in the DRC.
Exploration
Exploration and resource development during the year continued to focus on the development of near term resources to provide feed to the Company's operations at Luita and Kakanda. The primary focus was on the cobalt rich Mukondo Mountain ore body, on which we anticipate a preliminary JORC (NI43-101) resource statement to be released in the FY2010 reporting period.
Kakanda North was also identified as a high potential target and, following the completion of a 16,000m drilling programme on the licence, has yielded better than anticipated results. A JORC (NI43-101) compliant resource statement is targeted for later this year. A 6,500m drilling programme was also completed on the Nkela area and a large tabular resource was delineated. More than half the assay results are still outstanding and a JORC (NI43-101) statement is expected later this year or early in FY2011. Kababankola, the Disele copper open pit and Kahumbwe, were also being drilled when exploration was curtailed following the decision to place the Company into cash preservation mode following the global crisis. Kababankola and Disele drilling have both shown immense promise, presenting high grade copper ore bodies which are open at depth.
Currently there are no drill rigs operational on CAMEC's licences in the DRC, although additional exploration rigs with deep dip extension capabilities will be mobilised in Q3 of F2010. It is anticipated that a JORC and NI43-101 compliant reserves and resources statement for the Mukondo and Kakanda North will be achieved within the current financial year, supporting anticipated production growth. CAMEC's exploration team is currently reviewing potential longer term exploration targets across the Company's PE467, PE469, PE463 and PE468 licence areas that have been identified by last year's airborne geophysical and ground geochemical surveys.
With the resumption of copper and cobalt production this year, plans are in place to resume limited resource delineation drilling in October 2009, particularly for the Mukondo Mountain and Kakanda North deposits. Completion and publication of their NI43-101 compliant resource estimates are expected in October and November this year, respectively. With the completion of the resource estimates for Mukondo and Kakanda North, a programme of feasibility work including metallurgical testing and mining studies will be undertaken to convert the resources into NI43-101 compliant mining reserves.
Approximately 6,000 to 8,000 metres of drilling is planned to fully delineate the deposits and bring it to measured and indicated resource categories. In the new year, additional rigs are planned to expand the oxide copper resources for feed for the Luita SX/EW facilities. In the longer term, CAMEC's exploration will begin evaluation of the Company's PE467, PE469, PE463 and PE468 exploration licences, and we anticipate a drilling programme of 182,000 metres over the next 7 years.
Studies are also being initiated on the Kabolela copper cobalt deposits that were purchased in late 2008. A resource estimate prepared by SRK in Johannesburg dated August 2008 on SMKK, gives the following resource tabulation based on guidelines and criteria defined by the SAMREC code of South Africa.
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|
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Tonnes
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Tcu%
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CuOx
%
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TCo
%
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CoOx
%
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Cu
Tonnes
|
Co
tonnes
|
|
Kabolela North
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Indicated
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4,780,000
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2.80
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2.82
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0.29
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0.23
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133,840
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13,862
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Kabolela South
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Indicated
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1,370,000
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2.16
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0.43
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1.06
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0.20
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29,592
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14,522
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Sub-total
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6,150,000
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2.66
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2.29
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0.46
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0.22
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163,432
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28,384
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Kabolela North
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Inferred
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4,180,000
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1.68
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1.54
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0.23
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0.16
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70,224
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9,614
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Kabolela South
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Inferred
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490,000
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2.28
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0.96
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1.21
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0.13
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11,172
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5,929
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Sub-total
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|
4,670,000
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1.74
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1.48
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0.33
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0.16
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81,396
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15,543
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Open pit studies are now in progress to determine an optimum pit size and configuration for the Kabolela deposits. Once completed, mining plans will be prepared to haul the oxide-rich ore to the Luita SX-EW complex for the heap leaching and electro winning of metal.
Production
With a broader combined asset base, the Company is potentially the world's largest producer of cobalt and has dramatically enhanced its position as a significant producer of copper in the DRC. The continued focus of CAMEC's copper and cobalt business is to utilise its enhanced asset base to maximise shareholder value through the rapid growth of revenues and cash generation.
The four main production facilities, being the Luita SX/EW plant, the Kakanda concentrator, the Dense Medium Separator plant and the Kambove sulphuric acid plant, are all contributing to increased production and revenues.
The construction of CAMEC's Luita SX/EW facility is continuing and is expected to be completed before the end of October this year. Commissioning will commence immediately afterwards and metal production is expected to be at full design capacity by February 2010. The current design capacity is 3,200 tonne pa of cobalt cathode @ 99.3% and 28,000 tonnes of copper cathode @ 99.8%. The EW plant is being constructed on a modular basis, with the first module having been commissioned in March 2007. Three modules, each with a production capacity of 10,000 tonnes per annum have been commissioned, with a further seven modules under planned construction.
For the period from April to March 2009, Luita produced 8,465 tonnes of copper cathode (22% increase year on year) and 4,631 tonnes of cobalt metal contained in concentrate (61% increase year on year). Currently, monthly production has reached 1,100 tonnes of copper and 710 tonnes of cobalt, marginally exceeding expectations.
The Luita facility has a new copper crushing and washing plant with a 180 tonnes per hour feed capacity and, unique to Luita and within the DRC, a heap leach process unit for copper production. Also for the first time in the DRC, the SX/EW process is being harnessed for integrated copper/cobalt extraction, resulting in the highest value cobalt product of its kind in the DRC at 99.3% during the commissioning period, with the goal of achieving four 9's purity when in full production.
The power supply required for Luita's expansion was commissioned successfully in Q1 of the reporting period, which included an upgraded electrical substation. The new 20,000 square metre workshop (design capacity is to support a future 105,000 tonne copper production fleet) at the facility was completed in November 2008 on time and under budget.
The Kakanda concentrator has the capacity to treat circa 6,000 tonnes of cobalt per annum and achieves a cobalt mutual recovery in excess of 72%. Improvements to the flow sheet proposed last year have resulted in the 12% recovery improvement year on year. Buffer capacity was built into the production line this year by installing two more filter presses into the circuit. This increases the capacity by a further 50%.
The construction of CAMEC's 600 tonnes per month sulphuric acid facility at Kambove, which provides vital support to the copper/cobalt business, was a strategic decision which has proved highly significant in facilitating and protecting the Company's operational independence. A significant expansion of this facility to increase production and ensure supplies, as CAMEC's copper and cobalt production grows, is currently under review. The facility produced consistently ahead of its design capacity at an average rate of 645 tonnes per month for the 6 months it was in commission, with a total of 3,815 tonnes produced for the period. With current high grade Canadian Sulphur, forecast production is expected to exceed 9,000 tonnes this year.
Acquisition of SMKK
CAMEC made two strategic acquisitions during the reporting period, namely a 50% interest in Societe Miniere of Kabolela and Kipese Sprl ('SMKK') and a 47.17% interest in Copper Resources Corp ('CRC').
SMKK is a joint venture company which controls the Kabolela Copper-Cobalt Project, which consists of two prospecting permits, 595/2003 and 596/2003, allowing for the research, development and exploration of copper, cobalt, gold and nickel in the Kambove area. Kabolela is contiguous to our operations at Kakanda. The remaining 50% of SMKK is held by Gecamines, the DRC state owned mining company.
The consideration for the acquisition was based on an independent valuation conducted by South African based advisor Venmyn, and a SAMREC compliant resource estimate produced by SRK. This had an indicated and inferred resource of 10.82 million tonnes at an average grade of 2.26% copper and a cobalt grade of 0.41%, plus additional exploration targets.
The Joint Venture Agreement (DRC mining review) for SMKK has also been ratified and the first payment on the 'gate fee' commitments has been made.
Environmental and Social Development
We took receipt of our first independent Environmental Impact Assessment ('EIA') conducted by 'Cemic of Kinshasa'. The assessment has been a guide for a number of our programmes, some of which predate the EIA, like township development, Mine Waste Management and Water and TDS programmes which are gaining momentum. Our focus this year is to complete the canal link for the Luita tails and effluent with the Tailings Storage Facility at Kakanda, which will be used as an evaporation facility, containing all heavy minerals and salts within the controlled facility.
In response to the recession, we have elected to use a mobile clinic, although the development of the primary school is expected to be completed this year.
Our intention is to commence with our social development programmes in FY2010, which include the Technical Training facility at Likasi, which we completed to the point where it is secure against the elements. This year's programme includes an aquaculture initiative. Additionally, tilapia have been introduced to the fresh water dams we constructed in FY2007.
COAL
CAMEC remains one of the largest holders of coal properties in the coal rich Tete province of Mozambique with 13 licences and believes that it is well positioned in a region that is emerging as one of the world's largest untapped coalfields. Indeed a number of companies have now committed to commence mining operations in the area, and work has been underway for some time to repair and upgrade the rail link between Moatise and the port of Beira. Plans to construct power facilities are also under consideration.
On our licence area L871, exploration work conducted by CAMEC identified eleven coal zones partially exposed in surface outcrop that extended to a depth of at least 250m. These remain open ended, over a strike distance in excess of 7.5km. The outcropping coal horizons have a combined thickness of circa 120m, dip at approximately 12 degrees north, and are generally unaffected by dykes and sills. The shallow dip should make these horizons amenable to large scale open cast mining.
Gross Tonnages In Situ ('GTIS') for the individual Coal Zones have been estimated based on the preliminary geological model developed by SRK and using an average relative density of 1.7 tonnes of coal per cubic metre. The Coal Resource Blocks are defined as the areas underlain by coal from the mapped outcrops in the south to the northern border faults, supported and confirmed by close-spaced drilling. All coal to a maximum depth of 250m has been included in the estimates.
The Coal Resources have further been estimated in terms of their JORC classification viz. Measured, Indicated and Inferred Confidence Categories. Multiple coal zones indicate Classified Coal Resources for the Coal Zones considered being of economic importance identified within the mapped and drilled area of L871.
The L871 Coal Resources have been estimated based on a geological model developed by SRK using exploration borehole information provided by CAMEC. The Table below shows the estimated GTIS for the Coal Zones considered to be of economic importance identified within the mapped and drilled area of L871.
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Combined Classified Coal Resource Estimates for 871L
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JORC Category
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Coal Area
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GTIS
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Ha
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Mt
|
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Measured
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1,917.7
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427.6
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Indicated
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1,303.0
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244.4
|
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Inferred
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1,803.1
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361.4
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TOTAL
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5,023.8
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1,033.4
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SRK have been further been appointed to oversee the projects mine pre feasibility exercise and the strategy has been to focus on those licence areas deemed to be the most prospective.
During this year, the Company commissioned and completed a logistics pre feasibility study by the international engineering consultancy Mott MacDonald. The basis of the exercise was to determine the economically viable routes to port on both a total valley basis and on a stand alone basis. The conclusion of the study demonstrated that L871, now titled Project Estima, is currently economically viable under a number of scenarios.
Work progressing Project Estima is ongoing with SRK providing the mine pre feasibility, Golder the Environmental Fatal Flaw assessment, MDM the processing plant pre feasibility and Mott MacDonald the logistics feasibility report. The Company expects that this conclusion of these initiatives will be available during Q4 2009. The Company is confident that the Estima project will represent a material step forward in the progression of its coal properties.
During the forthcoming year we expect to complete further drilling on the other licence areas specifically those on the North Shore where we hope to substantially increase the Company's overall resource. We have already laid the foundation for this campaign with the installation of roads on the licence and the building of a field camp to map and drill out the licence area.
Project Estima will also require further drilling in line with developing the project with In-fill drilling in the east and regular grid drilling in the west.
In South Africa, CAMEC's wholly owned coal subsidiary has secured the rights to acquire 15 farms totalling over 20,000 hectares within the Waterberg, Soutpansberg and Springbok Flats coalfields. Based on historical drilling and literature studies, the farms together have the potential to yield in excess of 100 million tonnes of coal. Some of the resources are amenable to opencast mining methods, while others will need to be mined underground. CAMEC expects to commence exploration mapping and drilling of these areas during the year. Results of this campaign will be known in H2 of 2010.
PLATINUM
CAMEC, through its 60% owned subsidiary Todal Mining, holds the 4,500 hectares Bokai Platinum prospect, in the Selukwe Subchamber of the PGM-rich Zimbabwean Great Dyke. Over the past year focus has been on evaluating the mineral potential of the whole prospect, whilst developing an operating plan for mining the Bokai North block as stage 1 of the proposed 3 stage mining strategy envisaged for the property.
To that end, 66 boreholes or 9,800m of diamond core have been drilled out for geological, geotechnical and metallurgical analysis; a detailed topographical survey using Lidar conducted over the whole property; and surface geological mapping, strategic trenching, soil sampling and a hydrocensus conducted to support mineral resource evaluation and the designing of mine support infrastructure have been concluded.
Exploration drilling focused mainly on the 2.5km x 4.5km Bokai North area targeted for Stage 1 mining, though 9 boreholes were drilled in Bokai South and a further 3 boreholes drilled in Chironde further south. This is to verify the historical resource estimates determined by Anglo American subsidiary, Southridge Limited, the previous holder of the Bokai mining claims. Southridge estimated a mineral potential of some 135 million tonnes of mineralisation, grading 3.5g/t 4E, for 15 million ounces of PGMs, based on 27 holes drilled mainly in the Chironde Block.
SRK Consulting was co-opted to oversee the Todal exploration and mineral resource delineation programme, resulting in their declaration of an NI43-101 compliant mineral resources estimate, totalling 91.59 million tonnes, grading 3.64g/t 4E, for 10.69 million ounces as Inferred and Indicated Resources, (refer Table 1).
Table 1: Bokai Mineral Resources (SRK, July 2009)
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|
Width
|
Mass
|
Pt
|
Pd
|
Rh
|
Au
|
4E
|
Ni
|
Cu
|
4E Content
|
|
|
m
|
Mt
|
g/t
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g/t
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g/t
|
g/t
|
g/t
|
%
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%
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Moz
|
|
Bokai N Indicated
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1.80
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40.17
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1.86
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1.42
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0.13
|
0.40
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3.81
|
0.22
|
0.18
|
4.92
|
|
Bokai S Inferred
|
1.80
|
41.61
|
1.74
|
1.23
|
0.13
|
0.37
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3.47
|
0.21
|
0.17
|
4.64
|
|
Chironde Inferred
|
1.75
|
9.81
|
1.92
|
1.28
|
0.15
|
0.32
|
3.46
|
0.15
|
0.13
|
1.13
|
|
Total Resources:
|
|
91.59
|
|
|
|
|
|
|
|
10.69
|
|
Cf (Anglo, 1971):
|
|
135.00
|
|
|
|
|
|
|
|
15.19
|
The delineated mineral resources are estimates of the occurrence of fresh sulphide ores only. All oxidised mineralisation, which tends to occur within 40m of the surface, has been excluded because current metallurgical processes do not allow for the profitable recovery of PGMs from oxide material.
The 30% variance between the Southridge and Todal estimates of the property's mineral potential is attributable wholly to the improved understanding gained by additional drilling, and more specifically;
-
additional areas of disrupted stratigraphy and no mineralisation that were identified by the Todal drilling programme, that have now been determined unviable; and
-
more accurate definition of the extent of oxidised mineralisation.
Feasibility Study and Mineral Reserves Estimates
CAMEC's vision to bring the Bokai resource to full account involves 3 stages of mine development, commencing with a 140,000 tonnes per month operation, to be later expanded to 280,000 tonnes per month and ultimately 350,000 tonnes per month over a period of 10 years.
Over the last year an initial mining feasibility study into the viability of Stage 1 mining was conducted. The Stage 1 study was based on a mechanised underground mining operation and associated surface PGM concentrating facility, with a combined throughput of 140,000 tonnes per month of PGM ore, and targeted an economic evaluation of the project to within +/- 15% accuracy for the first 5 years of operation.
The Stage 1 mining area supports a mine life of 20 years and is wholly based on an NI43-101 compliant Mineral Reserve of 3.3 million tonnes, grading 3.61g/t for 3.8 million ounces (4E). The feasibility study is to be revised to a 'bankable' level of detail by October 2009.
Key outcomes from the study were that;
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the proposed mining plan is technically robust, economically viable and meets all internal project approval criteria;
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the deposit is optimally mined by a bord and pillar mining method, using mechanised drilling and load and haul equipment, with a total workforce of 800 people. Ore processing would be conducted onsite, using a mill-float circuit, concentrating ore for sale to a smelter still to be identified;
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capital expenditure of USD260 million is required, in order to reach full scale production over a period of 2 years; and
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the project cost profile, though with PGM head grades of 3.61g/t, places it as potentially the second lowest cost PGM producers in the region.
The feasibility study process has involved the independent review of all aspects of the proposed operation as a risk mitigation strategy. A comprehensive legal due diligence identified no fatal flaws, whilst technical reviews of mining, metallurgy, human resources and environmental were also completed without the need for major changes in the proposed approach.
An independent expert, PGM consultancy, was co-opted to benchmark the Bokai deposit against other PGM projects and operations. Bokai was highlighted as potentially the second best new PGM project in the region, with respect to project returns.
Environmental impact assessments for mining operations and for the construction of a high voltage power transmission line were completed, submitted and approved by statutory authorities. The studies included detailed archaeological surveys which identified potentially culturally significant archaeological structures, the management of which is to be shared between Todal Mining and the Department of National Museums and Monuments.
Key contracts for the supply of power, mining, plant construction and operation, and concentrate off take, have been either negotiated or negotiations initiated with the prospective business partners. Todal now stands with a defined mineral resource and executable 20 year life of mine plan.
BAUXITE
CAMEC has a Joint Venture with a local Malian entity, Mali Mining House SA in December 2005 to form the JV Company Mali Mineral Resources SA. CAMEC has 80% of the equity and Mali Mining House the balance (free-carried). Mali Mineral Resources SA currently holds approximately 4,500 sq km under exploration licence in Mali.
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Faléa: 500 sq km under licence covering approximately 100 sq km of bauxitic plateaux
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Bamako West: 3,000 sq km covering approximately 220 sq km of bauxitic plateaux
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Sikasso North: 1,000 sq km covering approximately 120 sq km of bauxitic plateau
During 2008, following a programme of hand pitting in 2007, the primary focus of activity was to define a JORC compliant resource for the Faléa bauxite project in SW Mali. CAMEC completed 1,481 auger holes collecting 20,427 samples. Geo-prospects of Guinea carried out the drilling as one of the major drilling contractors for bauxite in the region. Auger drilling is the primary method for exploration of bauxite as it is a rapid and effective means of delineating bauxite deposits. The drilling was largely carried out using a 200m x 200m grid metre grid for Sitadina, Koumassi and Falikoure and a 400m x 400m grid for the balance of plateaux. In-fill drilling down to 100m was conducted within a restricted area of the Sitadina plateau.
Furthermore, 47 samples totalling 1,764kg, taken from 30 pits across the Faléa plateaux, were subjected to beneficiation test work to support the conceptual design of a washing plant flow sheet. These tests have shown that an average RSiO2 reduction of 34% (relative) was achievable at a granulometric cut of 2mm with an average weight recovery of 76%. The AA uptake averaged 5% (relative), while the Fe2O3 content remained unchanged.
The Resource Estimate was prepared for CAMEC by the Company's independent consultants, Butty Herinckx and Partners BV (BH&P), Geological and Mining Consultants of the Netherlands, independent experts in bauxite geology, metallurgy and mining.
It reported the Inferred Resources for Faléa as follows:
JORC Compliant, Inferred Mineral Resource as of February 23rd 2009
|
Grid
|
OB
|
Bauxite
|
SiO2w
|
Al2O3w
|
Fe2O3w
|
TiO2w
|
LOIw
|
AALTW
|
RSiO2LTW
|
ARSILTW
|
|
m
|
M
|
m
|
Mt Raw
|
Mt Washed
|
%
|
%
|
%
|
%
|
%
|
%
|
%
|
|
|
200
|
2.5
|
5.6
|
441
|
335
|
2.6
|
44.1
|
27.4
|
2.3
|
22.9
|
37.9
|
1.8
|
20.6
|
|
400
|
2.6
|
3.9
|
137
|
104
|
2.8
|
44.2
|
27.5
|
2.3
|
22.5
|
36.9
|
2.0
|
18.4
|
|
Total
|
2.5
|
5.1
|
578
|
439
|
2.7
|
44.1
|
27.4
|
2.3
|
22.8
|
37.7
|
1.9
|
20.0
|
OB = overburden, density 2 t/m3 dry raw basis, washing recovery 76%
Further, a conceptual study determined that a refinery utilising the low cost, low temperature Bayer Process to produce 3,000,000 tonnes of Smelter Grade Alumina ('SGA') annually could be built at the Faléa Bauxite deposit.
The Conceptual Study is based on a diluted resource of 456 million tonnes feeding 9 million tonnes per annum of washed bauxite ore at an average diluted grade of 37.0 % AA and 2.1% reactive silica to the refinery and stripping on average an additional 4.0 million tonnes per year of overburden. It concluded that projected cash costs would be in the range of US$ 182 per tonne SGA, placing Faléa in the lower quartile of the 2008 global cost curve. Furthermore, Faléa has the advantage of a high tax relief under Mali's Investment Code which provides the ability for tax holidays of 30 years for projects of this nature. Lastly, the aluminium industry has traditionally attached a high country risk to neighbouring Guinea, as is reflected in the low development level of Guinea's outstanding bauxite resources. Mali is an unknown entity in the aluminium industry and the same applies to Senegal, a country that is intimately linked to the project's country risk assessment. In general terms these two countries are considered to present less potential risks than Guinea.
The Faléa bauxite project is located 80 km south east Arcellor-Mittal's Faleme Iron Ore Project in neighbouring Senegal. CAMEC is working with Arcellor-Mittal to promote the infrastructure needs for the region. Both the Malian and Senegalese governments are placing significant importance on the Faléa Bauxite and Faleme Iron Ore Projects as the basis for rejuvenation and extension of the existing railway infrastructure for the benefit of the larger regional economy. The two governments have jointly commissioned a study to assess rejuvenation needs and the impact of the Faléa and Faleme projects which will be completed by the end of the 3rd quarter 2009.
FLUORITE
Doornhoek Fluorspar Project - South Africa
During the year, CAMEC finalised the acquisition of 51% of the shares in SA Fluorite and acquired a 74% interest in three adjoining fluorspar properties held by Southern Palace Investments 398 (Proprietary) Limited ('Southern Palace'). Prior to this, Coffey Mining (SA) Pty Ltd (Coffey Mining) was requested by SA Fluorite to complete a re-estimation of the mineral resources and update the previous scoping study on the mining and processing completed in February 2007. This re-estimation was prompted by the purchase of new data relating to the project and the need to determine if there was sufficient tonnage of CaF2 mineralisation at an average grade above 20% to support a 20 year Life-of-Mine. The updated scoping study was to determine the economic viability of this mineral resource.
In 2007, Coffey Mining undertook an estimation of the mineral resources using the data available at the time. This included the results of a twin hole drilling programme managed by Coffey Mining. The 2007 estimation reported an Inferred Mineral Resources of 14.8Mt at a 20.9% CaF2. Results of the drilling and estimation also highlighted gaps in the data and validation errors. Quality control in the laboratory analyses was problematic. Subsequent to this, additional historical data and core was purchased, and a revised resource estimate was carried out based on the following information:
|
Table 1
Doornhoek Fluorite Project
Summary of Available Data
|
|
|
|
|
No of Boreholes
|
Drilling Meterage
|
|
Number
|
Proportion
of Total
|
Meterage
|
Proportion
of Total
|
|
Assay Data only
|
88
|
20.9%
|
7,891
|
25.1%
|
|
Lithology Data only
|
28
|
6.7%
|
2,785
|
8.8%
|
|
Lithology and Assay Data
|
234
|
55.6%
|
22,246
|
70.7%
|
|
No Assay or Lithology Data
|
71
|
16.9%
|
6,442
|
20.5%
|
|
Totals
|
421
|
|
31,473
|
|
Using a 12.5% CaF2 cut-off, Coffey Mining determined the following SAMREC compliant resource estimate over a portion of the resource sufficient to sustain a life of mine for 20 years.
|
Table 2
Doornhoek Project
Mineral Resource May 2009
|
|
|
|
Classification
|
Tonnage (Mt)
|
Grade (CaF2%)
|
|
Indicated
|
15.8
|
20.8
|
|
Inferred
|
16.5
|
19.6
|
Limited additional drilling is required to increase the resources previously identified by historical drilling, and bring it in line with SAMREC compliance.
The Coffey Mining base case cash flow model finalised in July 2009 for the Doornhoek Fluorite Project, update indicates a NPV of R1.2 billion at a discount rate of 10%. The internal rate of return (IRR) is 27% indicating that the project is robust enough to warrant further investigations into its viability. An application is currently being prepared for a mining right over the property and consideration is being given to bulk sampling followed by trial mining.
The acquisition of Southern Palace provides the Company with control of additional prospecting rights for fluorspar resources on three properties; Rhenosterfontein 304JP, Strydfontein 326 JP and Witrand 325 JP, which are immediately contiguous with those of Doornhoek. These properties have the potential to provide significant shallow resources amenable to open pit mining methods. Historic drilling programmes have completed over 800 boreholes across the three properties and the immediate surrounding area and the Company now intends to initiate further drilling and analysis to verify and define a resource statement compliant with the modern SAMREC code.
TRUCKING & LOGISTICS
From April to November 2008 our logistics business enjoyed rapid growth with a fleet of 483 trucks operating at full capacity, with good rates being secured on the back of the high price of commodities and the boom in the mining sector. However in November 2008, due to the rapid decline in commodity prices and resultant worldwide recession, the fleet experienced a decline in activity. Previously committed 'in bound' contracts on commodities and consumables to the mining operations were cancelled and capital development projects were put on hold.
As a result of this decline in activity we made a number of strategic decisions to raise operational levels. Surplus capacity free from the decline in mining activity was allocated to alternative areas including the transport of food aid contracts and general agricultural produce. Additionally we maximised the use of our fuel tankers, acid tankers, side tippers and tri axle trailers which enabled us to raise operational activity. In addition, countries not previously focused on were used to find the remaining capacity which included a number of fertilizer contracts in Malawi. I am pleased that the business was able to adapt to the recession and maintain relatively high levels of operation by taking advantage of its diversified fleet and strong management.
Going forward the projections for the coming year are very positive and many new contracts have been confirmed. Cargo loads include amongst others steel, lime, fertilizer, food items, chemicals, consumables for the mining operations, chrome, wheat bran, food aid and tobacco in countries including South Africa, Malawi, the DRC, Zimbabwe and Zambia. The existing number of contracts already ensure that the fleet remains at 100% capacity up until early March of 2010 and with the firming of market rates, the overall revenue is expected to continue in its upward trend.
The mileage analysis chart displayed below, illustrates the impact of the decline in activities in the regions that we operated in last year, as well as the steady increase in empty return mileage that peaked to 38.7% in May 2009. It is pleasing to note that this trend has changed in more recent months where empty return mileage has dropped significantly to 24.3% in August, predominantly fuelled by increased volumes of export mining products from the DRC and Zambia. The average truck mileage has also been restored to 'pre-crash' levels at more than 7,500km/month per unit. These indicators suggest that the economic conditions in our regions are showing encouraging signs of an economic recovery.
SOCIAL RESPONSIBILITY
The Board remains acutely aware of its social responsibility and has an underlying commitment to the wellbeing of the countries in which it operates. We remain active in initiatives including health, education, infrastructure, training and agriculture, which we feel are of paramount importance to operating successfully in Africa.
In particular we have continued to be active in our national and local employment policy; developing local labour and providing knowledge, understanding and skill sets, so that the effects of an economic operation benefit the community. We also have a number of on-going scholarship programmes aimed at providing funding for local people to be educated in the mineral industry. Although we have had to delay a number of non-essential initiatives due to the economic climate, we have continued to develop our key social programmes with close consultation with the local people and governments. As a result, amongst others, schools have been constructed, roads repaired and lakes stocked. With the advent of a recovery we will again re-address our spending and hopefully activate further projects that will benefit the communities that we operate in.
We remain steadfast in our belief that there are two areas where we have made a tangible and sustainable impact on the communities in which we operate our mines. Malaria remains the one disease that has the biggest impact on productivity and we continue to find innovative ways to treat and eradicate the illness in our communities, by providing proactive education, preventative and medical treatment.
Furthermore, infant mortality at Kakanda was estimated to be as high as 35% (national average is 38% WHO) in 2006. However, the refurbishment of the hospital in 2008 and the introduction of pre and post natal support, has had a significant impact on these statistics. Additionally, the fact that approximately 25% of the 17,500 people living in the area, now have access to electricity and clean water, has also positively influenced these results, thus demonstrating that our health and safety awareness has had a major effect on the general wellbeing of the expectant mothers.
Having said that, community projects such as the Mitonimbiri village soccer stadium and the clinic, have been some of the minor casualties in the recession. Our initial objective was to build a permanent clinic, but due to financial pressures a temporary health centre has been mobilised until the fiscal climate improves. Similarly, while a stadium could not be funded, a soccer field has been created for the local people to enjoy. The expansion and continuous development of the primary school is also expected to be completed in the coming year.
Although sustainability in the long term is our main precedence, CAMEC will continue to shoulder and prioritise its social responsibilities in a manner that will best support our business and working districts.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
FINANCIAL REVIEW
Change in reporting currency to the U.S. dollar
Effective 1 April 2008 the Group changed its reporting currency to U.S. dollar (USD). The change in reporting currency is to better reflect the Group's business activities and to improve investors' ability to compare the Group's financial results with other publicly traded businesses in the industry.
The Group holds most of its cash balances in USD deposits and conducts most of its operations in USD. Furthermore, the international currency of the mining industries is the USD.
Prior to 1 April 2008, the Group reported its annual and interim consolidated financial statements in Pounds Sterling (GBP). The related financial statements and corresponding notes prior to 1 April 2008 have been restated to USD for comparison to the 2009 financial results. The functional and presentational currency remains in Pounds Sterling for the Company.
Results for the year
The Group recorded a consolidated loss after taxation attributable to equity holders of the Company of $343.1 million for the year ended 31 March 2009 (2008: profit $75.0 million). No dividends have been paid or proposed for the year (2008: nil).
Cash flow
Group net cash outflow from operating activities was $7.1 million (2008: $4.8 million), consisting principally of general and administrative expenses incurred to staff and running costs of the Group's operations in the United Kingdom and in Africa.
As at 31 March 2009, the Group held cash balances of $19.0 million (2008: $110.4 million of which $74.8 million was cash held in escrow).
The Group intends to fund its ongoing operating expenditure using revenues generated from operations.
The Group's financial statements are presented on the basis that it is a going concern.
Capital expenditure
Capital expenditure for the year totalled $494 million (2008: $790.2 million) including acquisitions, comprising of $66.4 million in property, plant and equipment and $427.6 million in intangible assets.
Total capital expenditure comprised of $110.6 million in cash expenditures and $383.4 million in non-cash consideration.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
FINANCIAL REVIEW (continued)
Revenue
The Group generated $233.0 million (2008: $193.9 million) in revenue from the sale of minerals, logistics services and agricultural products. This is comprised of $223.1 million (2008: $188.4 million) from continuing operations and $9.9 million (2008: $5.5 million) from discontinued operations.
Operating (loss)/profit
The operating loss for the year was $421.5 million (2008: profit $110 million) which includes charges relating to share-based payments of $3.3 million (2008: $5.3 million). This is comprised of a loss of $421.5 million from continuing operations (2008: profit $109.6 million) and a profit of $0.6 million (2008: $0.4 million) from discontinued operations.
(Loss)/profit after tax and before minority interest
The Group recognised a loss after tax and before minority interest for the year of $411.1 million (2008: profit of $78.3 million) including interest earned on bank deposits of $9.0 million (2008: $4.7 million) arising from the Group's management of cash reserves. This is comprised of a loss of $411.8 million from continuing operations (2008: profit $77.9 million) and a profit of $0.7 million (2008: $0.4 million) from discontinued operations.
Key performance indicators
The Management and Board use a number of financial and operational measures to assess performance and measure the success of our overall strategy. The two key measures are profit attributable to members of the Camec Group and Operating EBITDA (excluding exceptional items). Profit attributable to members of the CAMEC Group for FY2009 was a loss of $343 million, a decrease of $418 million from FY2008. Operating EBITDA (excluding exceptional items) for FY2009 was a loss of $41 million compared with a profit of $64 million in FY2008, a decrease of $105 million. Operating EBITDA is the internally defined, key financial measure used by management for monitoring the performance of our operations.
Our focus is on a non-IFRS financial measure we refer to as 'Operating EBITDA'. Operating EBITDA is the key measure that management uses internally to assess the performance of our business, make decisions on the allocation of resources and assess operational management. Management uses this measure because financing structures and tax regimes differ across our assets, and substantial components of our tax and interest charges are levied at a Group, rather than an operational, level. Operating EBITDA is calculated as earnings before interest, taxation, depreciation and amortisation (EBITDA), excluding the effects of exceptional items.
We exclude exceptional items such as write offs, impairment charges and gain/loss from the sale of subsidiaries and investments from Operating EBITDA in order to enhance the comparability of the measure from period to period and provide clarity into the underlying performance of our operations. Management monitors exceptional items separately.
Operating EBITDA is not a measure that is recognised under IFRS and it may differ from similarly titled measures reported by other companies.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
FINANCIAL REVIEW (continued)
The following table reconciles Operating EBITDA to profit from operations for the years ended 31 March 2009 and 2008.
|
|
2009
$'000
|
2008
$'000
|
|
Operating EBITDA
|
(41,485)
|
63,528
|
|
Depreciation and amortisation
|
(31,033)
|
(12,671)
|
|
Impairments and write-offs
|
(312,806)
|
(6,488)
|
|
Unusual items:
|
|
|
|
- (Loss)/gain on disposal of available-for-sale investments
|
(32,745)
|
65,208
|
|
- Gain on disposal of subsidiary
|
520
|
-
|
|
- Loss on disposal of business operations
|
(3,902)
|
-
|
|
- Other
|
-
|
(7)
|
|
Profit from Operations
|
(421,451)
|
109,570
|
|
|
|
|
Other measures used are as follows:
|
|
2009
|
2008
|
|
|
|
|
|
|
|
|
|
Copper production (tons)
|
8,465
|
6,226
|
|
Cobalt production (tons)
|
4,631
|
1,018
|
|
|
|
|
|
Net Operating Cash Flow
|
(7,077)
|
(4,842)
|
|
Basic Earnings/(Loss) per Share
|
(13.0)
|
5.6
|
Operating EBITDA for the review period was adversely affected by the sudden and precipitous fall in selling prices for Cobalt and Copper which started in June 2009. The effect of the fall in price was exacerbated by arrangements with customers whereby customers enjoyed the benefit of a fall in market price for a period of up to three months following the date of sale.
Prices and demand had reached such a level by November 2009 that the Company was forced to suspend cobalt production and severely curtail copper production. The Board took the decision at this time to maintain the workforce at pre-closure levels and incur further mining costs in removal of significant over-burden from the main cobalt mine, Mukondo Mountain. Production re-commenced in March 2010 with start up costs being expensed in the year under review.
Depreciation and amortisation for the review period increased from the previous year due to commissioning the Luita plant at the end of the previous financial year. This resulted in a full depreciation charge being incurred the review year, a full year amortisation of the 50% of the Mukondo mountain resource which was purchased in the last quarter of the comparative year and an increase in the logistics fleet in the review year.
Impairments, write offs and unusual items are detailed notes 6, 9, 13, 14, 16, 18 and 21 in the annual financial statements. These costs reflect the difficult economic environment and management's decisions to sell non-core assets where possible and to withdraw from peripheral projects to minimize cash outflow which necessitated appropriate write downs.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
FINANCIAL REVIEW (continued)
Risks and uncertainties
There are a number of risks and uncertainties facing the Group, principally the following:
The Group conducts its operations in jurisdictions other than its presentational currency and therefore is subject to fluctuations in exchange rates.
The activities of the Group are subject to fluctuations in demand for minerals and the prices of such minerals, which are volatile and cannot be controlled.
While the Group believes that its operations are currently in substantial compliance with all relevant material environmental and health and safety laws and regulations, there can be no assurance that new laws and regulations, or amendments to or stringent enforcement of, existing laws and regulations will not be introduced, which could have a material adverse impact on the Group.
Any changes in the laws of countries in which the Group carries on business relating to mining could materially affect the rights and title to the interests held there by the Group.
The successful exploration and development of mineral properties is speculative and subject to a number of uncertainties. The available resources and reserves may be significantly lower than estimated.
African territories experience varying degrees of political instability. There can be no assurance that political stability will continue in those countries where the Group currently has, or in future will have, operations. In the event of political instability or changes in government or government policies in those countries where the Group operates, the operations and financial condition of the Group could be adversely affected.
The law in some of the countries in which the Group operates is not rigorously enforced. Corruption, mismanagement and misappropriation may occur in such countries, and is difficult or impossible to prevent.
Some of the countries in which the Group operates maintain strict controls on access to foreign currency and the repatriation of funds.
The geographic locations of the Group's operations can present logistical difficulties in the installation, operation and maintenance of equipment related to the activities of the business. Any interruption to the working status of such equipment could have a material adverse affect on the business, financial condition and results of operations of the Group.
The Board recognises that the Group is constructing and owns assets in certain African countries where there is no fully developed system of insurance. The Group is taking steps to ensure that there is sufficient insurance cover for these assets where such insurance can be obtained at commercially acceptable rates of premium.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REPORT
The directors of Central African Mining & Exploration Company plc ('CAMEC' or the 'Company') hereby present their report together with the audited financial statements for the year ended 31 March 2009 for the Company and its subsidiaries (altogether the 'Group').
Results and dividend
The Group results are set out below and show a loss after taxation attributable to the equity holders of the Company for the year of $343.1 million for the year ended 31 March 2009 (2008: profit of $75.0 million). The directors do not currently propose to pay a dividend.
Principal activities, business review and future developments
Highlights of the Group's activities for the fiscal year ended 31 March 2009 are detailed in the chairman's statement and operations review.
The Group's principal risk factors and uncertainties are set out in the Financial Review.
Directors
The directors who served during the period were:
|
PH Edmonds
|
Chairman
|
|
|
AS Groves
|
Chief Executive Officer
|
|
|
GB Thompson
|
Chief Operating Officer
|
(appointed 30 January 2009)
|
|
AR Burns
|
Chief Financial Officer
|
|
|
CJC Chapple
|
Chief Development Officer
|
(resigned 06 November 2008)
|
|
BZ Swanepoel
|
Non-Executive Director
|
(appointed 25 May 2008 and
resigned 8 January 2009)
|
|
JG Anthony
|
Non-Executive Director
|
|
|
|
|
|
Directors' interests
The directors serving during the year had the following beneficial interests in the shares of the Company:
|
|
Ordinary shares of 0.1p each
|
|
|
|
|
|
|
31 March 2009
|
31 March 2008
|
|
PH Edmonds
|
40,011,480
|
48,122,564
|
|
AS Groves
|
34,956,338
|
34,456,338
|
|
GB Thompson
|
-
|
-
|
|
AR Burns
|
-
|
-
|
|
CJC Chapple
|
-
|
-
|
|
BZ Swanepoel
|
-
|
-
|
|
JG Anthony
|
2,700,000
|
2,700,000
|
Further details of directors remuneration is provided on pages 24 and 25.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REPORT (continued)
Substantial shareholders
The Company has been notified of the following substantial interests as at 18 September 2009.
|
|
2009
|
|
|
Number of ordinary shares of 0.1p each
|
Percentage of issued share capital
|
|
Eurasian Natural Resources Corporation Plc
|
821,120,595
|
28.73%
|
|
Padbury Holdings Limited
|
227,005,515
|
8.10%
|
|
Meryweather Investments Limited
|
215,000,000
|
7.49%
|
|
Bremhill Limited
|
97,288,078
|
3.47%
|
|
Harvest View Limited
|
90,926,134
|
3.17%
|
Interests in contracts
The directors of the Company have service contracts as noted in page 24, in which a director of the Company was materially interested and which were significant in relation to the business of the Group or the Company.
Other material contracts in which certain directors have interests are specified in note 39. These contracts relate to the disposal of certain businesses, provision of working capital loan agreements, and the provision of administrative and support services to companies whereby certain directors of the Company are directors and shareholders of those companies.
In addition, as noted in note 39, the Company is renting its office from a company controlled by certain directors of the Company.
Suppliers payment policy and practice
The Group aims to pay all its suppliers promptly. For trade payables, it is the Group's policy to:
(i) agree the terms of the payment at the start of business with that supplier;
(ii) ensure that suppliers are aware of the terms of payment; and
(iii) pay in accordance with contractual and other obligations.
The number of days of average daily purchases included in trade payables at 31 March 2009 was 23 days (2008: 10 days).
Political and charitable donations
No political or charitable donations were made in the year (2008: Nil).
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REPORT (continued)
Employees
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the relevant matters affecting the performance of the Group. This is achieved through formal and informal meetings which the directors believe is the most appropriate method given the current number of Group employees.
The Group is a significant employer in Africa and is committed to fair employment practices. The Group has a defined policy of employment and training of its employees in the countries in which it operates.
Corporate responsibility
Safety is a fundamental element in the Group's business processes and has priority over all other business functions. The Group actively promotes the achievement of this target through management policies, systems, support and by the engagement of management, staff and contractors in the culture of our business. The Group builds safety procedures and safe working practices into all of its operations.
Share capital
The authorised ordinary share capital of the Company was increased by ordinary resolution at an Extraordinary General Meeting ('EGM') held on 29 May 2008, from £2,000,000 to £3,000,000. The Company's authorised ordinary share capital was increased to 3,000 million shares of 0.1p each.
Financial instruments
The risk exposure of the Group and how the Group addresses this is detailed in note 3 to the financial statements.
Post balance sheet events
Post balance sheet events are detailed in note 40 to the financial statements.
Third party Indemnity provision for directors
Qualifying third party indemnity provision was in place for the benefit of all directors of the Company.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REPORT (continued)
Statement of Directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
UK Company law requires the directors to prepare Group and Company Financial Statements for each financial year. Under that law the directors are required to prepare Group financial statements in accordance with International Financial Reporting Standards ('IFRS') adopted by the European Union ('EU') and have elected to prepare the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law).
The Group financial statements are required by law and IFRS adopted by the EU to present fairly the financial position and performance of the Group; the Companies Act 1985 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
The Company financial statements are required by law to give a true and fair view of the state of affairs of the Company.
In preparing each of the Group and Company financial statements, the directors are required to:
-
for the Group financial statements, state whether they have been prepared in accordance with IFRSs adopted by the EU; and for the Company financial statements state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the Company financial statements; and
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the requirements of the Companies Act 1985. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website.
Legislation in the United Kingdom governing the preparation and documentation of Financial Statements may differ from legislation in other jurisdictions.
Auditors
The Company's auditor, Baker Tilly UK Audit LLP, has indicated willingness to continue in office and a resolution concerning reappointment will be proposed at the next Annual General Meeting.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REPORT (continued)
Statement as to disclosure of information to auditor
The directors who were in office on the date of approval of these financial statements have confirmed that, as far as they are aware, there is no relevant audit information of which the auditor is unaware. Each of the directors have confirmed that they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor.
Electronic communications
The maintenance and integrity of the Central African Mining & Exploration Company plc website is the responsibility of the directors; the work carried out by the auditor does not involve consideration of these matters and accordingly, the auditor accepts no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
The Company's website is maintained in compliance with AIM Rule 26.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
By order of the Board
PH Edmonds
Chairman
24 September 2009
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CORPORATE GOVERNANCE
The Board of Directors are accountable to the Company's shareholders for good corporate governance and the directors support the Combined Code as far as it is appropriate to the Group's stage of development. Set out below is a summary of how, at 31 March 2009, the Company was dealing with corporate governance issues.
The Board of Directors
The Company was led and controlled by a Board comprising of four executive directors and one non-executive director.
There are no matters specifically reserved to the Board for its decision, but no decision of any consequence is made other than by the directors. There is no separate Nomination Committee due to the current size of the Board and any new directors are appointed by the whole Board.
There is no agreed formal procedure for the directors to take independent professional advice at the Group's expense.
The Company's directors appointed to the Board subsequent to the 2008 Annual General Meeting will stand for election at the next Annual General Meeting, as well as one third of the then existing directors, who will retire by rotation and offer themselves for re-election in accordance with the Company's Articles of Association.
Accountability and audit
The Company has not yet established an Audit Committee. The Chairman and Chief Executive are responsible for reviewing the scope and results of the audit, its cost effectiveness and the independence and objectivity of the auditor. A formal statement of independence is received from the external auditor each year.
Going concern
The directors report that based on the Group's latest forecasts and financial projections, prepared on a monthly basis to December 2010, they have satisfied themselves that the business is a going concern. The Board has a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and therefore the accounts are prepared on a going concern basis.
Relations with shareholders
The Chairman is the Company's principal spokesperson with investors, fund managers, the press and other interested parties. At the Annual General Meeting, private investors are given the opportunity to question the Board.
Internal control
The Board acknowledges its responsibility for establishing and monitoring the Group's systems of internal control, although no system of internal control can provide absolute assurance against material misstatement or loss. The Company is in the process of reviewing its internal control systems in the light of the recent rapid expansion of the Group's business activities.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REMUNERATION REPORT (UNAUDITED)
The Chairman and Chief Executive are responsible for the consideration and approval of the terms of service, remuneration, bonuses, share options and other benefits of the other directors and they, in turn, are responsible for theirs. All decisions are made after giving due consideration to the size and nature of the business and the importance of retaining and motivating management.
All executive directors have service contracts with the Company. The contracts can be terminated by the Company on giving twelve months' notice and by the relevant director on six months' notice.
There are no formal bonus schemes in force.
Non-executive Directors
The fees paid to non-executive directors are determined by the Board and reviewed periodically to reflect current rates and practice commensurate with the size of the Company and their roles.
Directors' remuneration
Remuneration paid to the directors in the year to 31 March 2009 was as follows:
|
|
2009
|
2008
|
|
|
Salary
£
|
Fees
£
|
Benefits
£
|
Total
£
|
Total
£
|
|
PH Edmonds
|
250,000
|
-
|
-
|
250,000
|
250,000
|
|
AS Groves
|
350,000
|
-
|
-
|
350,000
|
350,000
|
|
GB Thompson
(appointed 30 January 2009)
|
28,923
|
-
|
-
|
28,923
|
-
|
|
AR Burns
|
250,000
|
-
|
-
|
250,000
|
116,667
|
|
CJC Chapple
(resigned 06 November 2008)
|
145,833
|
-
|
-
|
145,833
|
208,333
|
|
BZ Swanepoel
(appointed 29 May 2008 and resigned 8 January 2009)
|
-
|
17,500
|
-
|
17,500
|
-
|
|
JG Anthony
|
-
|
30,000
|
-
|
30,000
|
-
|
|
RC Grant
(resigned 14 December 2007)
|
-
|
-
|
-
|
-
|
24,000
|
|
|
1,024,756
|
47,500
|
-
|
1,072,256
|
949,000
|
Directors' share options
The Company operates a policy of granting share options to certain employees and directors as a long-term incentive and retention plan. The share options are exercisable over varying periods and at varying exercise prices. The right to exercise is contingent upon share price and is subject to terms relating to the respective individual's employment with the Group.
The Company's share options granted in the year to 31 March 2009 were independently valued by a third-party consultant. The proportion charged to the income statement under IFRS 2, which relates to directors' share options, amounts to $1,660,000 (2008: $1,277,000).
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
DIRECTORS' REMUNERATION REPORT (UNAUDITED) (continued)
Details of directors' share options are set out below:
|
|
Grant
date
|
Options at 01.04.08
|
Options granted
in year
|
Options lapsed
in year
|
Options exercised
in year
|
Options at 31.03.09
|
Exercise
price
(pence)
|
Market price at date of exercise (pence)
|
Date from which
exercisable
|
Expiry
date
|
|
(a)CJC Chapple
|
16.05.07
|
1,000,000
|
-
|
-
|
-
|
1,000,000
|
50
|
N/A
|
16.05.08
|
15.05.13
|
|
(a)CJC Chapple
|
16.05.07
|
1,000,000
|
-
|
-
|
-
|
1,000,000
|
50
|
N/A
|
16.05.09
|
15.05.14
|
|
(a)CJC Chapple
|
16.05.07
|
500,000
|
-
|
-
|
-
|
500,000
|
50
|
N/A
|
16.05.10
|
15.05.15
|
|
(a)CJC Chapple
|
16.05.07
|
500,000
|
-
|
-
|
-
|
500,000
|
50
|
N/A
|
(1)
|
(1)
|
|
(a)CJC Chapple
|
16.05.07
|
1,000,000
|
-
|
-
|
-
|
1,000,000
|
50
|
N/A
|
(2)
|
(2)
|
|
(a)CJC Chapple
|
16.05.07
|
1,000,000
|
-
|
-
|
-
|
1,000,000
|
50
|
N/A
|
(3)
|
(3)
|
|
A Burns
|
03.09.07
|
800,000
|
-
|
-
|
-
|
800,000
|
57
|
N/A
|
03.09.08
|
03.09.13
|
|
A Burns
|
03.09.07
|
800,000
|
-
|
-
|
-
|
800,000
|
57
|
N/A
|
03.09.09
|
03.09.14
|
|
A Burns
|
03.09.07
|
400,000
|
-
|
-
|
-
|
400,000
|
57
|
N/A
|
03.09.10
|
03.09.15
|
|
A Burns
|
03.09.07
|
400,000
|
-
|
-
|
-
|
400,000
|
57
|
N/A
|
(4)
|
(4)
|
|
A Burns
|
03.09.07
|
800,000
|
-
|
-
|
-
|
800,000
|
57
|
N/A
|
(5)
|
(5)
|
|
A Burns
(b)G Thompson
(b)G Thompson
(b)G Thompson
(b)G Thompson
|
03.09.07
21.04.08
21.04.08
21.04.08
09.01.09
|
800,000
-
-
-
-
|
-
1,000,000
1,000,000
1,000,000
1,000,000
|
-
-
-
-
-
|
-
-
-
-
-
|
800,000
1,000,000
1,000,000
1,000,000
1,000,000
|
57
48.5
48.5
48.5
3
|
N/A
N/A
N/A
N/A
N/A
|
(6)
21.04.09
21.04.10
21.04.11
09.10.10
|
(6)
20.04.14
20.04.15
20.04.16
08.01.14
|
|
|
|
9,000,000
|
4,000,000
|
-
|
-
|
13,000,000
|
|
|
|
|
(1) Later of (i) 16 May 2010 and (ii) date when share price first reaches £1.00; until five years later
(2) Later of (i) 16 May 2011 and (ii) date when share price first reaches £1.00; until five years later
(3) Later of (i) 16 May 2012 and (ii) date when share price first reaches £1.00; until five years later
(4) Later of (i) 3 September 2010 and (ii) date when share price first reaches £1.14; until five years later
(5) Later of (i) 3 September 2011 and (ii) date when share price first reaches £1.14; until five years later
(6) Later of (i) 3 September 2012 and (ii) date when share price first reaches £1.14; until five years later
(a) Chris Chapple ceased to be a Director on 06 November 2008. His options became fully exercisable on 24 July 2009.
(b) Gordon Thompson was appointed as a Director on 30 January 2009.
Mid-market prices of the Company's ordinary 0.1p shares during the year and at 31 March 2009 were as follows:
|
|
2009
|
2008
|
|
|
Pence
|
Pence
|
|
High
|
60.00
|
80.25
|
|
Low
|
1.99
|
20.25
|
|
Closing
|
4.83
|
54.00
|
Approval
This report was approved by the Board of Directors and authorised for issue and signed on its behalf by:
PH Edmonds
Chairman
24 September 2009
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
We have audited the Group and Company financial statements on pages 28 to 88.
This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. 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 auditors
The directors' responsibilities for preparing the Annual Report, and the group financial statements in accordance with applicable law and International Financial Reporting Standards ('IFRSs') as adopted by the European Union ('EU'), and for preparing the Company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors' Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. The information given in the Director's Report includes that specific information provided in the Chairman's Statement, Operations Review and the Financial Review that is cross referenced from the Directors' Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Directors' Report, Chairman's Statement, the Operations Review, the Financial Review, the Corporate Governance Statement and the Directors' Remuneration Report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's and Company's circumstances, consistently applied and adequately disclosed.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC (continued)
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
-
the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Group's affairs as at 31 March 2009 and of its loss for the year then ended;
-
the Company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 March 2009;
-
the Group and Company financial statements have been properly prepared in accordance with the Companies Act 1985; and
-
the information given in the Directors' Report is consistent with the financial statements.
BAKER TILLY UK AUDIT LLP
Registered Auditor
Chartered Accountants
2 Bloomsbury Street
London WC1B 3ST
24 September 2009
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CONSOLIDATED INCOME STATEMENT
For the year ended 31 March 2009
|
|
|
|
2009
|
|
2008
|
|
|
Note
|
|
$'000
|
|
$'000
|
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
5
|
|
223,135
|
|
188,410
|
|
Cost of sales
|
|
|
(233,411)
|
|
(70,089)
|
|
Gross (loss)/profit
|
|
|
(10,276)
|
|
118,321
|
|
|
|
|
|
|
|
|
Other operating income
|
|
|
370
|
|
3,508
|
|
Operating expenses
|
8
|
|
(62,612)
|
|
(70,979)
|
|
Gain on disposal of subsidiary
|
13
|
|
520
|
|
-
|
|
Loss on disposal of business operations
|
14
|
|
(3,902)
|
|
-
|
|
(Loss)/Gain on disposal of available-for-sale investments
|
9,21
|
|
(32,745)
|
|
65,208
|
|
Write offs of property plant and equipment
|
6,16
|
|
(2,217)
|
|
(3,813)
|
|
Write offs of intangibles
|
6,18
|
|
(809)
|
|
-
|
|
Impairment of property, plant and equipment
|
6,16
|
|
(47,617)
|
|
-
|
|
Impairment of intangible assets
|
6,18
|
|
(108,816)
|
|
(2,675)
|
|
Impairment of available-for-sale investments
|
21
|
|
(128,331)
|
|
-
|
|
Impairment of other assets
|
6
|
|
(25,016)
|
|
-
|
|
Operating (loss)/profit
|
|
|
(421,451)
|
|
109,570
|
|
|
|
|
|
|
|
|
Finance income
|
11
|
|
8,898
|
|
4,637
|
|
Finance expenses
|
11
|
|
(2,356)
|
|
(5,866)
|
|
Net financing income/(costs)
|
|
|
6,542
|
|
(1,229)
|
|
|
|
|
|
|
|
|
Share of profit of associates
|
20
|
|
2
|
|
8
|
|
(Loss)/Profit before taxation
|
|
|
(414,907)
|
|
108,349
|
|
|
|
|
|
|
|
|
Income tax credit/ (expense)
|
12
|
|
3,174
|
|
(30,438)
|
|
(Loss)/Profit for the year from continuing operations
|
|
|
(411,733)
|
|
77,911
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
Profit for the year from discontinued operations
|
14
|
|
672
|
|
425
|
|
(Loss)/Profit for the year
|
|
|
(411,061)
|
|
78,336
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
- Equity holders of the Company
|
34
|
|
(343,067)
|
|
74,985
|
|
- Minority interest
|
|
|
(67,994)
|
|
3,351
|
|
(Loss)/Profit for the year
|
|
|
(411,061)
|
|
78,336
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
- Basic (cents)
|
15
|
|
(13.0)
|
|
5.6
|
|
- Diluted (cents)
|
15
|
|
(13.0)
|
|
5.6
|
|
Earnings per share from continuing operations
|
|
|
|
|
|
|
- Basic (cents)
|
15
|
|
(13.0)
|
|
5.5
|
|
- Diluted (cents)
|
15
|
|
(13.0)
|
|
5.5
|
The Company has taken advantage of Section 230 of the Companies Act 1985 not to publish its own profit and loss account.
No interim or final dividend has been paid or proposed during the period.
The notes on pages 34 to 82 form part of the financial statements.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the year ended 31 March 2009
|
|
|
Year ended 31 March
|
|
|
|
2009
|
|
2008
|
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
Foreign exchange translation differences
|
|
(171,866)
|
|
1,096
|
|
Net change in fair value of available-for-sale financial assets
|
|
(58,549)
|
|
31,898
|
|
Loss / (profit) on available-for-sale financial assets transferred to the income statement on disposal
|
|
32,745
|
|
(65,208)
|
|
Deferred tax on change in fair value of available-for-sale financial assets
|
|
(13,400)
|
|
10,826
|
|
Share based payment charged to retained earnings
|
|
3,336
|
|
5,272
|
|
Net income recognised directly in equity
|
|
(207,734)
|
|
(16,116)
|
|
(Loss)/Profit for the year
|
|
(411,061)
|
|
78,336
|
|
|
|
|
|
|
|
Total recognised income and expense for the year
|
|
(618,795)
|
|
62,220
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
- Equity holders of the Company
|
|
(550,802)
|
|
58,869
|
|
- Minority interest
|
|
(67,993)
|
|
3,351
|
|
Total recognised income and expense for the year
|
|
(618,795)
|
|
62,220
|
The notes on pages 34 to 82 form part of the financial statements.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CONSOLIDATED BALANCE SHEET
As at 31 March 2009
|
|
|
|
2009
|
|
2008
|
|
|
Note
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Property, plant and equipment
|
6,16
|
|
1,022,472
|
|
1,157,974
|
|
Goodwill
|
17
|
|
-
|
|
4,964
|
|
Other intangible assets
|
6,18
|
|
349,209
|
|
42,903
|
|
Investments in associates
|
20
|
|
28,657
|
|
49
|
|
Available-for-sale financial assets
|
6,21
|
|
7,011
|
|
139,087
|
|
Loans receivable
|
22
|
|
139,786
|
|
-
|
|
Total non-current assets
|
|
|
1,547,135
|
|
1,344,977
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
23
|
|
38,562
|
|
44,484
|
|
Trade and other receivables
|
25
|
|
21,894
|
|
96,154
|
|
Cash and cash equivalents
|
|
|
18,952
|
|
35,657
|
|
Cash in escrow
|
|
|
-
|
|
74,776
|
|
Total current assets
|
|
|
79,408
|
|
251,071
|
|
TOTAL ASSETS
|
|
|
1,626,543
|
|
1,596,048
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
26
|
|
80,996
|
|
29,825
|
|
Income taxes
|
|
|
23,329
|
|
30,312
|
|
Provisions
|
27
|
|
3,840
|
|
-
|
|
Total current liabilities
|
|
|
108,165
|
|
60,137
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Provisions
|
27
|
|
15,052
|
|
2,830
|
|
Deferred tax liabilities
|
28
|
|
12,504
|
|
31,838
|
|
Total non-current liabilities
|
|
|
27,556
|
|
34,668
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
135,721
|
|
94,805
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
1,490,822
|
|
1,501,243
|
|
|
|
|
|
|
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CONSOLIDATED BALANCE SHEET (Continued)
As at 31 March 2009
|
|
|
|
2009
|
|
2008
|
|
|
Note
|
|
$'000
|
|
$'000
|
|
EQUITY
|
|
|
|
|
|
|
Issued capital
|
29
|
|
5,415
|
|
2,378
|
|
Share premium
|
29,30
|
|
1,749,104
|
|
542,099
|
|
Shares to be issued
|
29
|
|
-
|
|
724,826
|
|
Merger reserve
|
|
|
(397)
|
|
(397)
|
|
Fair value reserve
|
31
|
|
(4,572)
|
|
34,632
|
|
Translation reserve
|
32
|
|
(153,725)
|
|
18,141
|
|
Share based payment reserve
|
33
|
|
9,704
|
|
6,368
|
|
Retained earnings
|
34
|
|
(242,356)
|
|
100,711
|
|
Total equity attributable to equity holders of the Company
|
|
|
1,363,173
|
|
1,428,758
|
|
Minority interest
|
|
|
127,649
|
|
72,485
|
|
TOTAL EQUITY
|
|
|
1,490,822
|
|
1,501,243
|
The notes on pages 34 to 82 form part of the financial statements.
The financial statements on pages 28 to 82 were authorised for issue by the Board of Directors on 24 September 2009 and were signed on its behalf.
|
PH Edmonds
|
A Burns
|
|
Chairman
|
Chief Financial Officer
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 March 2009
|
|
Note
|
|
Year ended 31 March
|
|
|
|
|
2009
|
|
2008
|
|
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
(Loss)/ profit before tax
|
|
|
(414,235)
|
|
108,774
|
|
Adjustments for:
|
|
|
|
|
|
|
- Depreciation of property, plant and equipment
|
|
|
31,029
|
|
13,078
|
|
- Write offs of property, plant and equipment
|
|
|
2,217
|
|
3,813
|
|
- Write offs of intangibles
|
|
|
809
|
|
-
|
|
- Amortisation of intangible assets
|
|
|
4
|
|
823
|
|
- Impairment of intangible assets
|
|
|
108,816
|
|
2,675
|
|
- Impairment of property, plant and equipment
|
|
|
47,617
|
|
-
|
|
- Impairment of available-for-sale investments
|
|
|
128,331
|
|
-
|
|
- Impairment of other assets
|
|
|
25,016
|
|
-
|
|
- (Loss)/profit on sale of property, plant and equipment
|
|
|
212
|
|
429
|
|
- Gain on disposal of subsidiary
|
|
|
(520)
|
|
-
|
|
- Loss on disposal of business operations
|
|
|
3,902
|
|
-
|
|
- Loss/ (Gain) on sale of available-for-sale investments
|
|
|
32,745
|
|
(65,208)
|
|
- Mine rehabilitation charged to income statement
|
|
|
904
|
|
-
|
|
- Acquisition adjustment - merger absorption of Savannah Mining sprl and Mukondo Mining sprl
|
|
|
(2,695)
|
|
-
|
|
- Share based payment charge
|
|
|
3,336
|
|
1,276
|
|
- Net interest (income)/ costs
|
|
|
(6,645)
|
|
1,192
|
|
Unrealised exchange rate loss / (gain)
|
|
|
9
|
|
(320)
|
|
Working capital adjustments:
|
|
|
|
|
|
|
- Decrease/(Increase) in inventories
|
|
|
4,747
|
|
(22,474)
|
|
- Decrease/(Increase) in receivables
|
|
|
5,164
|
|
(50,504)
|
|
- Increase in payables
|
|
|
25,338
|
|
1,372
|
|
Cash used in operations
|
|
|
(3,899)
|
|
(5,074)
|
|
Interest paid
|
|
|
(579)
|
|
(2,933)
|
|
Interest received
|
|
|
1,434
|
|
4,674
|
|
Income tax
|
|
|
(4,033)
|
|
(1,509)
|
|
Net cash used in operating activities
|
|
|
(7,077)
|
|
(4,842)
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
Acquisition of investment in an associate
|
|
|
(83)
|
|
-
|
|
Purchase of intangible assets
|
|
|
(44,168)
|
|
(11,501)
|
|
Purchase of property, plant and equipment
|
|
|
(69,294)
|
|
(128,446)
|
|
Purchase of available-for-sale investments
|
|
|
(22,543)
|
|
(70,724)
|
|
Sale of property, plant and equipment
|
|
|
7,233
|
|
28
|
|
Sale of available-for-sale investments
|
|
|
27,589
|
|
224,905
|
|
Loans to third parties
|
|
|
(106,450)
|
|
-
|
|
Loans to related parties
|
|
|
(10,180)
|
|
-
|
|
Repayment of loans from related parties
|
|
|
14,823
|
|
-
|
|
Sale of subsidiary (inclusive of cash and cash equivalents disposed)
|
13
|
|
(333)
|
|
-
|
|
Sale of business operations (inclusive of cash and cash equivalents disposed)
|
14
|
|
(2,987)
|
|
-
|
|
Net cash (used in)/ from investing activities
|
|
|
(206,393)
|
|
14,262
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
CONSOLIDATED CASH FLOW STATEMENT (continued)
For the year ended 31 March 2009
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
Proceeds from issue of share capital
|
|
|
124,047
|
|
401
|
|
Cash in escrow - shares subscribed but not issued
|
|
|
-
|
|
74,776
|
|
Loans advanced
|
|
|
-
|
|
60,000
|
|
Share issue costs
|
|
|
(2,049)
|
|
(71)
|
|
Repayment of loan
|
|
|
-
|
|
(60,000)
|
|
Net cash flow from financing activities
|
|
|
121,998
|
|
75,106
|
|
|
|
|
|
|
|
|
Net (decrease) / increase in cash and cash equivalents
|
|
|
(91,472)
|
|
84,525
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at start of the year
|
|
|
110,433
|
|
25,651
|
|
Exchange rate adjustments
|
|
|
(9)
|
|
257
|
|
Cash and cash equivalents at end of the year
|
|
|
18,952
|
|
110,433
|
The notes on pages 34 to 82 form part of the financial statements
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2009
1. Basis of preparation
CAMEC is a public listed company, incorporated and domiciled in the United Kingdom, and quoted on the AIM market of the London Stock Exchange plc. CAMEC is a diversified mining producer with a portfolio of businesses across central and southern Africa.
The financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'), as adopted by the EU.
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments. The principal accounting policies adopted are set out below.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.
(a) Going concern
The directors report that based on the Group's latest forecasts and financial projections, prepared on a monthly basis to December 2010, they have satisfied themselves that the business is a going concern. The Board has a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future and therefore the accounts are prepared on a going concern basis.
(b) Change in reporting currency
On 1 April 2008, the directors elected to change the reporting currency for the Group from Pounds Sterling (GBP) to the U.S. Dollar (USD). The change was made as the majority of the Group's results and receivables are generated in USD and reporting in USD will better reflect the Group's financial position and financial performance.
The change of the reporting currency has been accounted for in accordance with IAS 21 'The Effects of Changes in Foreign Exchange Rates'. Comparative figures for 2008 previously reported in GBP have been restated to USD. The reporting change has no impact on the underlying business or the associated cash flows of the Group.
The functional currency of the Company still remains GBP.
(c) Adoption of new and revised Standards
In the current year, two Interpretations issued by the International Financial Reporting Interpretations Committee are effective for the current period. These are: IFRIC 11 'IFRS 2 - Group and Treasury Share Transactions' and IFRIC 14 'IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction.' The adoption of these Interpretations has not led to any changes in the Group's accounting policies.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
1. Basis of preparation (continued)
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue, but not yet effective (and in some cases had not yet been adopted by the EU):
|
IFRS 1 (amended)/IAS 27 (amended)
|
Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
|
|
IFRS 2 (amended)
|
Share-based Payment - Vesting Conditions and Cancellations
|
|
IFRS 3 (revised 2008)
|
Business Combinations
|
|
IFRS 8
|
Operating Segments
|
|
IAS 1 (revised 2007)
|
Presentation of Financial Statements
|
|
IAS 23 (revised 2007)
|
Borrowing costs
|
|
IAS 27 (revised 2008)
|
Consolidated and Separate Financial Statements
|
|
IAS 32 (amended)/IAS 1 (amended)
|
Puttable Financial Instruments and Obligations Arising on Liquidation
|
|
IFRIC 12
|
Service Concession Arrangements
|
|
IFRIC 15
|
Agreements for the Construction of Real Estate
|
|
IFRIC 16
|
Hedges of a Net Investment in a Foreign Operation
|
|
IFRIC 17
|
Distribution of Non-cash Assets to Owners
|
|
IFRIC 18
|
Transfers of Assets from Customers
|
The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Group except for:
-
additional segment disclosures when IFRS 8 comes into effect for periods commencing on or after 1 January 2009; and
-
treatment of acquisition of subsidiaries when IFRS 3 comes into effect for business combinations for which the acquisition date is on or after the beginning of the first annual period beginning on or after 1 July 2009.
2. Summary of significant accounting policies
(a) Consolidation
(i)Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) up to 31 March each year. Control is recognised where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.
(ii)Associates
Associates are those entities in which the Group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group's share of the total recognised gains and losses of associates on an equity accounted basis, from the date that significant influence commences until the date that significant influence ceases. When the Group's share of losses exceeds its interest in an associate, the Group's carrying amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of an associate.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
2. Summary of significant accounting policies (continued)
(iii)Transactions eliminated on consolidation
Intra-Group transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
(iv) Business combinations
On entering into a business combination, an acquirer is identified based on the identity of the entity which gains control of the combining entities.
The assets, liabilities and contingent liabilities of the acquiree are measured at their fair value at the date of acquisition. Any excess of the fair value of the consideration paid over the fair value of the identifiable net assets acquired is recognised as goodwill. If the fair value of the consideration is less than the fair value of the identifiable net assets acquired, the difference is recognised directly in the income statement.
(b) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in United States Dollars, which is the Group's presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency of the entity using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.
The following exchange rates relative to the US Dollar have been applied in the financial report:
|
|
Average year ended
31 March 2009
|
Average year ended
31 March 2008
|
Average year ended
31 March 2007
|
As at
31 March 2009
|
As at
31 March 2008
|
As at
31 March 2007
|
|
Pounds Sterling (GBP)
|
0.59
|
0.50
|
0.53
|
0.70
|
0.50
|
0.51
|
|
South African Rands (ZAR)
|
8.88
|
7.07
|
7.03
|
9.72
|
8.19
|
7.28
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
2. Summary of significant accounting policies (continued)
(iii)Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
-
income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and
-
all resulting exchange differences are recognised as a separate component of equity.
Prior to translating the financial statements of foreign operations in hyperinflationary economies, the financial statements, including comparatives, are restated to account for changes in the general purchasing power of the local currency. The restatement is based on relevant price indices at the balance sheet date.
On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders' equity. When a foreign operation is sold, cumulative exchange differences that were previously recorded in equity are recognised in the income statement as part of the gain or loss on sale.
(c) Segmental reporting
A business segment is a group of assets and operations that provide a product or service that is subject to risks and returns that are different from those of other business segments. A geographic segment is a group of assets and operations that provides a product or service within a particular economic environment that is subject to risks and returns that are different from segments operating in different economic environments.
(d) Property, plant and equipment
All items of property, plant and equipment are stated at historical cost less depreciation (see below) and impairment (see accounting policy (k) below). Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other costs are recognised in the income statement during the financial period in which they are incurred.
Freehold land is not depreciated. Mineral reserves and resources are depreciated down to their residual value using the unit of production method based on proven and probable reserves.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
2. Summary of significant accounting policies (continued)
Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each item, as follows:
|
Buildings
|
5 - 10% straight line
|
|
Plant and machinery
|
6.5 - 25% straight line
|
|
Aircraft
|
20% straight line
|
|
Motor vehicles
|
8 - 20% straight line
|
|
Office furniture and equipment
|
17 - 50% straight line
|
|
Assets in course of construction
|
Nil
|
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the income statement.
(e) Deferred exploration and evaluation costs
All costs incurred prior to obtaining the legal right to undertake exploration and evaluation activities on a project are written-off as incurred.
Exploration and evaluation costs arising following the acquisition of an exploration licence are capitalised on a project-by-project basis, pending determination of the technical feasibility and commercial viability of the project. Costs incurred include technical expenses and allocated administrative overheads. Deferred exploration costs are carried at historical cost less any impairment losses recognised.
If an exploration project is successful and it is brought into production, the related expenditures are transferred to property, plant and equipment as a mineral reserve or resource and depleted on a unit of production basis, or until the properties are sold, allowed to lapse, abandoned or determined not to be economically viable, at which time they are charged to the income statement.
Capitalised deferred exploration expenditures are reviewed for impairment losses (see accounting policy note (k) below) at each balance sheet date. In the case of undeveloped properties, there may be only inferred resources to form a basis for the impairment review. The review is based on a status report regarding results of exploration or evaluation work to date and the Group's intentions for development of the related property.
The recoverability of deferred exploration and evaluation costs is dependent upon the discovery of economically recoverable ore reserves, the ability of the Group to obtain the necessary financing to complete the development of the reserves and future profitable production or proceeds from the disposal thereof.
(f) Investments in debt and equity securities (available-for-sale investments)
Financial instruments held by the Group are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised directly in equity, except for impairment losses. When these investments are derecognised, the cumulative gain or loss previously recognised directly in equity is recognised in the income statement.
The fair value of financial instruments classified as available-for-sale is their quoted bid price at the balance sheet date, where such investments are quoted.
(g) Borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges are accounted for on an accrual basis and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
2. Summary of significant accounting policies (continued)
(h) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the weighted average cost principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of production inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity.
(i) Trade and other receivables
Trade and other receivables are not interest bearing and are initially recognised at their fair value and are subsequently stated at amortised cost using the effective interest method as reduced by appropriate allowances for estimated irrecoverable amounts. A provision for impairment of trade and other receivables is made when there is evidence that the Group will not be able to collect the amounts due.
(j) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
(k) Impairment
Whenever events or changes in circumstance indicate that the carrying amount of an asset may not be recoverable an asset is reviewed for impairment. An asset's carrying value is written down to its estimated recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than the asset's carrying amount.
Impairment reviews for deferred exploration and evaluation costs are carried out on a project by project basis, with each project representing a potential single cash generating unit. An impairment review is undertaken when indicators of impairment arise but typically when one of the following circumstances applies:
-
unexpected geological occurrences that render the resource uneconomic;
-
title to the asset is compromised;
-
variations in metal prices that render the project uneconomic; and
-
the Group determines that it no longer wishes to continue to evaluate or develop the property.
(l) Share-based payment
Certain Group employees are rewarded with share based instruments. These are stated at fair value at the date of grant and either expensed to the income statement or capitalised to deferred exploration costs, based on the activity of the employee, over the vesting period of the instrument.
Fair value is estimated using an appropriate valuation model taking into account the factors which a third party may consider in determining the fair value of the instrument. The estimated life of the instrument used in the model is adjusted for management's best estimate of the effects of non-transferability, exercise restrictions and behavioural considerations.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
2. Summary of significant accounting policies (continued)
(m) Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events and it is more likely than not that an outflow of the economic resources will be required to settle the obligation and the amount can be reliably estimated.
Closure and rehabilitation
The mining, extraction and processing activities of the Group normally give rise to obligations for site closure or rehabilitation. Closure and rehabilitation works can include facility decommissioning and dismantling; removal or treatment of waste materials; site and land rehabilitation. The extent of work required and the associated costs are dependent on the requirements of relevant authorities and the Group's environmental policies.
Provisions for the cost of each closure and rehabilitation program are recognised at the time that environmental disturbances occur. When the extent of the disturbance increases over the life of an operation, the provision is increased accordingly and an appropriate discount rate applies. Costs included in the provision encompass all closure and rehabilitation activity expected to occur progressively over the life of the operation and at the time of closure in connection with disturbances at the reporting date. Routine operating costs that may impact the ultimate closure and rehabilitation activities, such as waste material handling conducted as an integral part of a mining or production process, are not included in the provision. Costs arising from unforeseen circumstances, such as the contamination caused by unplanned discharges, are recognised as an expense and liability when the event gives rise to an obligation which is probable and capable of reliable estimation.
The timing of the actual closure and rehabilitation expenditure is dependent upon a number of factors such as the life and nature of the asset, the operating licence conditions and the environment in which the mine operates. Expenditure may occur before and after closure and can continue for an extended period of time dependent on closure and rehabilitation requirements. The majority of the expenditure is expected to be paid over periods of up to 20 years.
Closure and rehabilitation provisions are measured at the expected value of future cash flows, discounted to their present value and determined according to the probability of alternative estimates of cash flows occurring for each operation. Discount rates used are specific to the country in which the operation is located. Significant judgements and estimates are involved in forming expectations of future activities and the amount and timing of the associated cash flows. Those expectations are formed based on existing environmental and regulatory requirements or, if more stringent, Group environmental policies which give rise to a constructive obligation.
When provisions for closure and rehabilitation are initially recognised, the corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of closure and rehabilitation activities is recognised in property, plant and equipment and depreciated accordingly. The value of the provision is progressively increased over time as the effect of discounting unwinds, creating an expense recognised in finance expenses.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
2. Summary of significant accounting policies (continued)
Closure and rehabilitation provisions are also adjusted for changes in estimates. Those adjustments are accounted for as a change in the corresponding capitalised cost, except where a reduction in the provision is greater than the undepreciated capitalised cost of the related assets, in which case the capitalised cost is reduced to nil and the remaining adjustment is recognised in the income statement. In the case of closed sites, changes to estimated costs are recognised immediately in the income statement. Changes to the capitalised cost result in an adjustment to future depreciation and financial charges. Adjustments to the estimated amount and timing of future closure and rehabilitation cash flows are a normal occurrence in light of the significant judgements and estimates involved. Factors influencing those changes include:
-
revisions to estimated reserves, resources and lives of operations
-
developments in technology
-
regulatory requirements and environmental management strategies
-
changes in the estimated costs of anticipated activities, including the effects of inflation and movements in foreign exchange rates
-
movements in interest rates affecting the discount rate applied
(n) Trade, other payables and accruals
Trade, other payables and accruals are not interest bearing and are initially recognised at their fair value and subsequently are stated at amortised cost using the effective interest method.
(o) Income tax
The charge for taxation is based on the profit or loss for the year and takes into account deferred tax. Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit or loss, and is accounted for using the balance sheet method.
Deferred tax is provided on temporary differences arising on acquisitions that are categorised as Business Combinations.
Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available in the foreseeable future against which the temporary differences can be utilised.
(p) Revenue
(i) Goods sold and services rendered
Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income statement in proportion to the stage of completion of the transaction at the balance sheet date. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods and also continuing management involvement with the goods.
(ii) Interest income
Interest income is recognised as it accrues to the Group.
(q) Operating leases
Rentals under operating leases are charged to the income statement on a straight line basis over the term of the relevant leases.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors
The Group's principal financial instruments comprise cash, loans receivable and short-term deposits. Together with the issue of equity share capital, the main purpose of these is to finance the Group operations and expansion. The Group has other financial instruments such as trade and other receivables, and trade and other payables which arise directly from normal trading and deferred purchase consideration.
The main risks arising from the Group's financial instruments are credit risk, liquidity risk and market risk (including interest rate risk, currency risk and price risk). The Board reviews and agrees policies for managing each of these risks and these are summarised below. The interest receivable relates to interest earned on bank deposits and other loans. Interest payable relates to bank loan interest.
The policies for managing these risks are regularly reviewed and agreed by the Board. It is, and has been throughout the period under review, the Group's policy that no trading in any derivative or other hedging instruments be undertaken.
Credit risk
Credit risk arises from cash and cash equivalents, and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The Group's financial instruments do not represent a concentration or material exposure of credit risk, because the Group deals with a variety of major banks and financial institutions.
Trade receivables are regularly monitored and assessed for recoverability. Given the nature of the Group's operations it does not have significant concentration of credit risk in respect of trade receivables. The historical level of customer default is minimal and as a result the 'credit quality' of year end trade and other receivables is considered to be high. Where it is appropriate to raise a provision, an adequate level is maintained. No such provision was raised in respect of trade receivables at the balance sheet date (2008: Nil). There is also exposure arising from currency fluctuations between the currency of the amount due and United States Dollars (being the presentational currency of the Group accounts). The Directors do not consider such movements will be outside normal fluctuations.
Credit terms range from 3 days to 30 days depending on the underlying business. The average collection period for the Group was 34 days (2008: 48 days). Of the year end trade receivables balance the following were past due but not impaired as at 31 March:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Less than 1 month
|
575
|
|
27,617
|
|
Between 1 - 2 months
|
2,558
|
|
2,989
|
|
Between 2 - 3 months
|
4,336
|
|
393
|
|
Greater than 3 months
|
3,479
|
|
602
|
|
|
10,948
|
|
31,601
|
The maximum exposure to credit risk is the full amount of trade and other receivables, loans receivable and cash totalling $180,632,000 (2008: $206,587,000).
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors (continued)
Liquidity risk
The Group ensures that there are sufficient cash reserves and liquid available-for-sale investments in order to meet short term business requirements, after taking into account cash flows from operations. It is Group policy to finance its operating businesses by means of internally generated funds with careful working capital management. In addition, new business or significant asset purchases and capital expenditure programmes are funded through the issue of new ordinary shares in the Company (note 29).
The Group currently does not have any borrowing facilities.
The liquidity exposure of the Group's cash deposits and overdraft facility was as follows:
Amount held at bank and on deposit amounted to $19.0 million (2008: $35.7 million). No cash was held in escrow at year end (2008: $74.8 million).
Market risk
This is the risk that financial instrument fair values will fluctuate owing to changes in market prices. The significant market risks to which the Group is exposed are foreign exchange risk, interest rate risk, commodity price and equity securities price risk. These are discussed further below.
Interest rate risk
The Group finances its operations through the use of cash deposits and interest bearing loans at variable rates of interest for a variety of short term periods, depending on cash requirements. Fluctuations in interest rates impact the revenues earned from and values of short term investments, giving rise to interest rate risk.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors (continued)
The exposure of the Group's financial assets (excluding intra-group loan balances) to interest rate risk is as follows:
|
|
Interest bearing financial assets
|
Non-interest bearing financial assets
|
|
|
|
Floating rate financial assets
|
Fixed rate financial assets
|
Equity investments
|
Other non-interest bearing financial assets
|
Total
|
|
|
2009
|
2009
|
2009
|
2009
|
2009
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
Financial asset exposure to interest rate risk
|
148,213
|
1,076
|
7,011
|
30,817
|
187,117
|
|
|
|
|
|
|
|
|
|
Interest bearing financial assets
|
Non-interest bearing financial assets
|
|
|
|
Floating rate financial assets
|
Fixed rate financial assets
|
Equity investments
|
Other non-interest bearing financial assets
|
Total
|
|
|
2008
|
2008
|
2008
|
2008
|
2008
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
Financial asset exposure to interest rate risk
|
126,249
|
20,447
|
139,087
|
59,539
|
345,322
|
|
|
|
|
|
|
|
Interest rates are reviewed regularly and the best rate obtained in the context of the Group's need. The weighted average interest rate payable on interest bearing loans in the prior period was 12.40% and receivable on deposits for the year was 0.48% (2008: 5.15%).
Foreign exchange risk
The Group conducts its operations in other jurisdictions than its reporting and presentational currency and therefore is subject to fluctuations in exchange rates. The risks are monitored by the Board on a regular basis.
The Group does not hedge against the effects of movement in exchange rates. The Group policy is not to repatriate any currency where there is the requirement or obligation to spend in the same denomination. When foreign exchange is required the Group purchases using the best spot rate available.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors (continued)
The exposure of the Group's financial assets and liabilities (excluding intra-group loan balances) to currency risk is as follows:
|
|
Cash and cash equivalents
|
Trade and other receivables
|
Non-current loans receivable
|
Available-for-sale financial assets
|
Total financial asset exposure to currency risk
|
|
|
2009
|
2009
|
2009
|
2009
|
2009
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
US$
|
8,510
|
14,900
|
108,224
|
-
|
131,634
|
|
Sterling
|
8,667
|
2,131
|
31,562
|
6,983
|
49,343
|
|
Euro
|
9
|
-
|
-
|
-
|
9
|
|
Rand
|
1,732
|
4,216
|
-
|
-
|
5,948
|
|
Canadian$
|
-
|
-
|
-
|
28
|
28
|
|
Other currencies
|
34
|
121
|
-
|
-
|
155
|
|
Total financial assets
|
18,952
|
21,368
|
139,786
|
7,011
|
187,117
|
|
|
Cash and cash equivalents
|
Trade and other receivables
|
Non-current loans receivable
|
Available-for-sale financial assets
|
Total financial asset exposure to currency risk
|
|
|
2008
|
2008
|
2008
|
2008
|
2008
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
US$
|
8,249
|
84,303
|
-
|
-
|
92,552
|
|
Sterling
|
95,585
|
10,072
|
-
|
55,990
|
161,647
|
|
Euro
|
3,107
|
-
|
-
|
-
|
3,107
|
|
Rand
|
885
|
106
|
-
|
-
|
991
|
|
Canadian$
|
-
|
-
|
-
|
83,097
|
83,097
|
|
Other currencies
|
2,607
|
1,321
|
-
|
-
|
3,928
|
|
Total financial assets
|
110,433
|
95,802
|
-
|
139,087
|
345,322
|
|
|
|
Trade payables
|
Other payables
|
Deferred purchase consideration
|
Total financial liability exposure to currency risk
|
|
|
|
2009
|
2009
|
2009
|
2009
|
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
US$
|
|
55,097
|
21,489
|
2,285
|
78,871
|
|
Sterling
|
|
324
|
716
|
-
|
1,040
|
|
Rand
|
|
2,261
|
788
|
-
|
3,049
|
|
Other currencies
|
|
-
|
321
|
-
|
321
|
|
Total financial liabilities
|
|
57,682
|
23,314
|
2,285
|
83,281
|
|
|
|
Trade payables
|
Other payables
|
Deferred purchase consideration
|
Total financial liability exposure to currency risk
|
|
|
|
2008
|
2008
|
2008
|
2008
|
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
US$
|
|
22,096
|
4,170
|
2,205
|
28,471
|
|
Sterling
|
|
2,932
|
133
|
-
|
3,065
|
|
Euro
|
|
14
|
38
|
-
|
52
|
|
Rand
|
|
-
|
209
|
-
|
209
|
|
Other currencies
|
|
2
|
231
|
-
|
233
|
|
Total financial liabilities
|
|
25,044
|
4,781
|
2,205
|
32,030
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors (continued)
Commodity price risk
The Group generally sells its copper and cobalt production at prevailing market prices, subject to final pricing adjustments after delivery to the customer. The Group is therefore exposed to changes in market prices for copper and cobalt both in respect of future sales and previous sales which are open to final pricing. Sales contracts are at the sellers' option and therefore the Group has no production performance risk.
The Group has not used any commodity derivatives in the current or prior year.
Equity securities price risk
The Group is exposed to equity securities price risk because of investments held by the Group and classified on the consolidated balance sheet as available-for-sale financial assets.
To manage its price risk arising from investments in equity securities, investments in equity securities are closely scrutinised by the Board.
The Group's investments in equity of other entities that are publicly traded are quoted on either the London Stock Exchange or the Toronto Stock Exchange.
Unlisted available-for-sale investments may be subject to further price risk due to the lack of a readily accessible market for such investments.
Fair values
The Directors have reviewed the financial statements and have concluded that there is no significant difference between the book values and the fair values of the assets and liabilities of the Group as at 31 March 2009 and 2008.
Capital Risk Management
The Group monitors capital on the basis of net debt to total capital less investments in associates. Net debt is calculated as total borrowings less cash and cash equivalents and current available-for-sale financial assets. Total capital is calculated as 'Net Assets' (as shown in the consolidated balance sheet) including debt.
The Group's objectives when managing capital is to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and with cognisance of forecast future market conditions and structuring to maintain an optimal capital structure to reduce the cost of capital. The Group places funds which are not required in the short term on deposit at the best interest rates it is able to secure from its bankers.
The Group plans its capital requirements regularly. The requirement for capital is satisfied by the issue of shares. Additional capital has been raised during the year as disclosed in note 29.
The Group has no short term borrowings and does not currently have any borrowing facilities.
The Group is under no obligation to meet any externally imposed capital requirements.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors (continued)
Sensitivity analysis
Financial instruments affected by market risk include cash and cash equivalents, trade and other receivables and payables and available-for-sale financial instruments. The following analysis, required by IFRS 7, is intended to illustrate the sensitivity of the Group's financial instruments (at year end) to changes in market variables, being commodity and equity security prices, exchange rates and interest rates.
The following assumptions were made in calculating the sensitivity analysis:
-
all income statement sensitivities also impact equity
-
all financial instruments excluding available-for-sale investments are carried at amortised cost and therefore carrying value does not change as interest rates move
-
translation of foreign subsidiaries and operations into the Group's presentation currency have been excluded from this sensitivity
Using the above assumptions, the following table shows the illustrative effect on the income statement and equity that would result from reasonably possible changes in the relevant price (commodity and equity security), foreign currency or interest rates:
|
|
Income statement
|
|
Equity
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Equity security sensitivities
|
|
|
|
|
2009
|
|
|
|
|
10% increase in equity security prices (listed investments)
|
-
|
|
1,048
|
|
10% fall in equity security prices (listed investments)
|
-
|
|
(1,048)
|
|
|
|
|
|
|
2008
|
|
|
|
|
10% increase in equity security prices (listed investments)
|
-
|
|
8,917
|
|
10% fall in equity security prices (listed investments)
|
-
|
|
(8,917)
|
|
|
|
|
|
|
Foreign currency sensitivities
|
|
|
|
|
2009
|
|
|
|
|
+5% Sterling to US$
|
2,066
|
|
2,448
|
|
-5% Sterling to US $
|
(2,066)
|
|
(2,448)
|
|
|
|
|
|
|
+5% South African Rand to US$
|
145
|
|
145
|
|
-5% South African Rand to US$
|
(145)
|
|
(145)
|
|
|
|
|
|
|
2008
|
|
|
|
|
+5% Sterling to US$
|
5,130
|
|
7,929
|
|
-5% Sterling to US$
|
(5,130)
|
|
(7,929)
|
|
|
|
|
|
|
+5% South African Rand to US$
|
39
|
|
39
|
|
-5% South African Rand to US$
|
(39)
|
|
(39)
|
The Group and the Company do not engage in any hedging or future contracts in respect of commodity price sensitivities and interest rate sensitivities.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
3. Financial risk factors (continued)
The above sensitivities are calculated with reference to the balance sheet date and will change due to a number of factors including:
As the sensitivities are limited to year end financial instrument balances, they do not take account of the Group's sales and operating costs which are highly sensitive to changes in commodity prices and exchange rates.
4. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and judgements
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimates of mineral reserves and resources
Proved and inferred mineral reserves are the estimated quantities of ore reserves which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reserves under existing economic and operating conditions. Estimates of mineral reserves are inherently imprecise, require the application of judgement and are subject to future revision. Accordingly, financial and accounting measures (such as the standardised measure of discounted cash flows, depreciation, depletion and amortisation charges, and decommissioning provisions) that are based on proved reserves are also subject to change.
Capitalised exploration and appraisal expenditure
In making decisions about whether to continue to capitalise exploration and appraisal expenditure, it is necessary to make judgements about the probable commercial reserves and the level of activities that constitute on-going appraisal determination process. If there is a change in any judgement in a subsequent period, then the related capitalised exploration and appraisal expenditure would be expensed in that period, resulting in a charge to income.
Provision for mine closure and rehabilitation
Estimates of the amounts of provision for abandonment recognised are based on current legal and constructive requirements, technology and price levels. As actual outflows may be different from estimates due to changes in laws, regulations, technology, prices and conditions, and can take place many years in the future, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
4. Critical accounting estimates and judgements (continued)
Impairment
Impairment reviews on developing and producing assets are carried out on each cash-generating unit identified in accordance with IAS 36 'Impairment of Assets'. An independent external evaluation was carried out by Behre Dolbear International Limited. At each reporting date, where there are indicators of impairment, the net book value of the cash generating unit is compared with the associated expected discounted future net cash flows. For the valuations based on an 'Income Approach', a determination of the appropriate discount rate was required. This was built up from first principles, starting with a real risk-free rate of return, adding a company-risk premium depending on size, a general mining-industry risk and a site-specific risk including political aspects. These net cash flows are calculated using five year trailing prices for cobalt and copper with a post tax discount rate of 15% after considering interest rates, risk premiums, technical risk and political risk. Cost forecasts are based on divisional managements' long-term estimates. There are no growth assumptions included in the discounted cash flow from further potential developments.
The following analysis required by IFRS 7, is intended to illustrate the sensitivity to changes in market variables. The possible changes to the key assumptions which might be considered reasonably likely are:
-
Commodity prices changes - the possibility of higher and lower than planned copper and cobalt prices. A reduction in both the average copper and cobalt prices of 1.8% would be required before the value would be reduced to a value equal to its carrying amount. If the prices were 5% higher or lower than the average used, the valuation would change by $96m.
-
Production volumes - the Board recognises that production profiles may have to be adjusted at each future reserves estimate review. However a 3.5% reduction in volumes would be required before the value would be reduced to a value equal to its carrying amount. If the volumes were 5% higher or lower, the valuation would change by $49m.
-
Cost changes - a 3.7% increase in costs would be required before the value would be reduced to a value equal to its carrying amount. If the costs were 5% higher or lower, the valuation would change by $47m.
A post tax discount rate of 15.6% would result in the value being equal to its carrying value for the copper/cobalt unit.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
5. Revenue
An analysis of the Group's revenue is as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
Continuing operations
|
|
|
|
|
Sales of minerals
|
177,734
|
|
153,353
|
|
Sales of logistic services
|
45,285
|
|
33,444
|
|
Sales of other products
|
116
|
|
1,613
|
|
|
223,135
|
|
188,410
|
|
Discontinued operations
|
|
|
|
|
Sales (note 14)
|
9,865
|
|
5,491
|
|
|
233,000
|
|
193,901
|
6. Asset impairment
At each balance sheet date, the Group reviews the carrying amount of its property, plant and equipment and intangible assets to determine if there is any indication that those assets are impaired. If any such indication exists, the recoverable amount is estimated in order to determine the extent of the impairment, if any. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash generating unit ('CGU') to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using an after tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or CGU is estimated to be less than the carrying amount, the carrying amount of the asset or CGU is reduced to its recoverable amount. An impairment is recognised as an expense in the income statement.
Where an impairment subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment been recognised for the asset or CGU in prior years. A reversal of an impairment is recognised as a gain in the income statement.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
6. Asset impairment (continued)
The review of carrying amounts of tangible and intangible assets at 31 March 2009 indicated possible asset impairments and actual impairment write downs on the following assets:
|
Asset or CGU
|
Asset Class
|
Segment
|
Basis of Recoverable Amount
|
Valuation undertaken by
|
Impaired
|
Impairment Write down
2009
|
Discount Rate
|
Notes
|
|
Tangible Assets
|
|
|
|
|
|
$'000
|
|
|
|
Copper & Cobalt
|
Property, Plant and Equipment
|
Minerals
|
Fair value
|
External Consultants
|
Yes
|
38,118
|
|
A
|
|
Copper & Cobalt
|
Mineral Resource
|
Minerals
|
Value in use
|
External Consultants
|
No
|
-
|
15%
|
B
|
|
Aircraft
|
Aircraft
|
Other
|
Fair value
|
Internal
Specialist
|
Yes
|
6,147
|
|
C
|
|
Land & Buildings
|
Property, Plant and Equipment
|
Logistics
|
Fair Value
|
Property Valuer
|
Yes
|
917
|
|
D
|
|
Exploration property plant and equipment
|
Property, Plant and Equipment
|
Minerals
|
Fair Value
|
Internal Specialist
|
Yes
|
2,435
|
|
E
|
|
Sub-total Property, Plant & Equipment
|
|
|
47,617
|
|
|
|
Intangible Assets
|
|
|
|
|
|
|
|
|
|
Copper & Cobalt
|
Exploration and development costs
|
Minerals
|
Value in Use
|
External Consultants
|
No
|
-
|
15%
|
B
|
|
Platinum
|
Exploration and development costs
|
Minerals
|
Fair Value
|
External Consultants
|
Yes
|
93,268
|
|
F
|
|
Exploration Projects
|
Exploration and development costs
|
Minerals
|
Fair value
|
Internal
Specialist
|
Yes
|
15,548
|
|
E
|
|
Sub-total Exploration & Development Costs
|
|
108,816
|
|
|
|
Available-for-Sale Financial Assets
|
|
|
|
|
|
|
Available-for-sale Investments
|
Investments
|
Unallocated
|
Fair Value
|
Market prices
|
Yes
|
128,331
|
|
G
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
6. Asset impairment (continued)
|
Asset or CGU
|
Asset Class
|
Segment
|
Basis of Recoverable Amount
|
Valuation undertaken by
|
Impaired
|
Impairment Write down
2009
|
Discount Rate
|
Notes
|
|
Other assets
|
|
|
|
|
|
$'000
|
|
|
|
Platinum Loans Receivable
|
Interest Bearing Loans Receivable (non-current)
|
Minerals
|
Fair Value
|
Internal
|
Yes
|
4,665
|
|
|
|
Corporate Loans Receivable
|
Interest Bearing Loans Receivable (non-current)
|
Unallocated
|
Fair Value
|
Internal
|
Yes
|
16,561
|
|
|
|
Other receivables
|
Trade & Other Receivables
(current)
|
Logistics
|
Fair Value
|
Internal
|
Yes
|
1,061
|
|
|
|
Other receivables
|
Trade & Other Receivables
(current)
|
Unallocated
|
Fair Value
|
Internal
|
Yes
|
2,729
|
|
|
|
Sub-total Other Assets
|
|
25,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impairment write-downs
|
|
309,780
|
|
|
A. Merz & McLennan (Pty) Ltd in conjunction with Knight Piesold Consulting were engaged to provide current values (as at the balance sheet date) of fixed plant and civil works of the Group's copper and cobalt operations in the DRC. The resulting valuations were based on current purchase prices for components and services ex Republic of South Africa with allowances made for freight and duties to transport to the DRC and labour for assembly and commissioning.
B. The Company engaged Behre Dolbear International Limited to review and value the Group's copper and cobalt mining assets in the DRC. Using a five year trailing average price as the basis for future pricing, available resource estimates and management's annual production estimates and long run operating cost assumptions a discounted cash flow model was prepared covering the next 20 years. No further impairment write downs of tangible or intangible assets were required.
C. Fair values were determined with the assistance of the Group's Chief Pilot and latest market data on sales of similar assets.
D. The market value at balance sheet date as determined by an independent property valuation expert was accepted as the fair value.
E. The Group hold numerous exploration licences in various African countries. Even though not formally relinquished at the balance sheet date, the prospect of these exploration projects being developed into commercially viable operating mines or realised through full or partial sale is highly unlikely in the foreseeable future and accordingly these projects were fully impaired together with associated exploration plant and equipment.
F. The Company engaged Behre Dolbear International Limited to update a previous valuation provided in respect of the Group's platinum asset in Zimbabwe. The recoverable amount was determined using an in-situ valuation technique which heavily discounts five year trailing average prices applied to the inferred resource.
G. Where available-for-sale investments are subject to listing suspensions or are unquoted at balance date with no future prospects, management have taken the view that such investments have no value. Losses made on investments sold subsequent to the balance sheet date are also reflected in the impairment provision at the end of the financial year. Included in the impairment of the available-for-sale investments is an amount of $108,300,000 relating to the Group's impairment of its investment in Copper Resources Corporation.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
7. Segment reporting
a) Primary reporting format - business segments
At 31 March 2009, the Group was organised into two main business segments - minerals exploration and production, and logistics. Other operations are mainly comprised of early stage businesses and corporate management that do not comprise separately reportable businesses.
The segment results for the year ended 31 March 2009 are as follows:
|
|
Minerals
|
Logistics
|
Other
|
Unallocated
|
Continued Operations
|
Discontinued
Operations
|
Group
|
|
|
2009
|
2009
|
2009
|
2009
|
2009
|
2009
|
2009
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
REVENUE
|
|
|
|
|
|
|
|
|
External sales
|
177,734
|
70,100
|
116
|
-
|
247,950
|
9,865
|
257,815
|
|
Inter-segment sales
|
-
|
(24,815)
|
-
|
-
|
(24,815)
|
-
|
(24,815)
|
|
Total revenue
|
177,734
|
45,285
|
116
|
-
|
223,135
|
9,865
|
233,000
|
|
|
|
|
|
|
|
|
|
|
RESULTS
|
|
|
|
|
|
|
|
|
Segment results
|
(228,514)
|
9,320
|
(7,296)
|
(162,216)
|
(388,706)
|
569
|
(388,137)
|
|
Loss/gain on disposal of available-for-sale investments (note 9, 21)
|
|
|
|
|
|
|
(32,745)
|
|
Operating loss
|
|
|
|
|
|
|
(420,882)
|
|
Finance income/(costs) (net)
|
|
|
|
|
|
|
6,645
|
|
Share of profit of associates (note 20)
|
-
|
-
|
2
|
-
|
2
|
|
2
|
|
Loss before income tax
|
|
|
|
|
|
|
(414,235)
|
|
Income tax credit
|
|
|
|
|
|
|
3,174
|
|
Loss for the year
|
|
|
|
|
|
|
(411,061)
|
The segment loss for the 'unallocated' (corporate) segment is mainly due to the Group's and the Company's impairment of the available-for-sale investments detailed in note 6 (G).
The segment results for the year ended 31 March 2008 are as follows:
|
|
Minerals
|
Logistics
|
Other
|
Unallocated
|
Continued Operations
|
Discontinued
Operations
|
Group
|
|
|
2008
|
2008
|
2008
|
2008
|
2008
|
2008
|
2008
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
REVENUE
|
|
|
|
|
|
|
|
|
External sales
|
153,353
|
57,624
|
-
|
2,566
|
213,543
|
5,491
|
219,034
|
|
Inter-segment sales
|
-
|
(24,180)
|
-
|
(953)
|
(25,133)
|
-
|
(25,133)
|
|
Total revenue
|
153,353
|
33,444
|
-
|
1,613
|
188,410
|
5,491
|
193,901
|
|
|
|
|
|
|
|
|
|
|
RESULTS
|
|
|
|
|
|
|
|
|
Segment results
|
48,890
|
6,825
|
493
|
(11,846)
|
44,362
|
388
|
44,750
|
|
Gain/loss on disposal of available-for-sale investments (note 9, 21)
|
|
|
|
|
|
|
65,208
|
|
Operating profit
|
|
|
|
|
|
|
109,958
|
|
Finance costs/income (net)
|
|
|
|
|
|
|
(1,192)
|
|
Share of profit of associates (note 20)
|
-
|
-
|
8
|
-
|
8
|
|
8
|
|
Profit before income tax
|
|
|
|
|
|
|
108,774
|
|
Income tax expense
|
|
|
|
|
|
|
(30,438)
|
|
Profit for the year
|
|
|
|
|
|
|
78,336
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
7. Segment reporting (continued)
The segment items included in the income statement for the year ended 31 March 2009 are as follows:
|
|
Minerals
|
Logistics
|
Other
|
Unallocated
|
Discontinued
Operations
|
Group
|
|
|
2009
|
2009
|
2009
|
2009
|
2009
|
2009
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
|
Depreciation
|
24,836
|
3,618
|
981
|
226
|
1,368
|
31,029
|
|
Amortisation
|
4
|
-
|
-
|
-
|
-
|
4
|
|
Write offs of property plant and equipment
|
2,217
|
-
|
-
|
-
|
-
|
2,217
|
|
Write offs of intangible assets
|
809
|
-
|
-
|
-
|
-
|
809
|
|
Impairment of property, plant and equipment
|
40,553
|
917
|
6,147
|
-
|
-
|
47,617
|
|
Impairment of intangible assets
|
108,816
|
-
|
-
|
-
|
-
|
108,816
|
The impairment of $6,147,000 in the 'other' category above refers to the impairment of aircraft (note 6 (C)).
Other segment items included in the income statement for the year ended 31 March 2008 are as follows:
|
|
Minerals
|
Logistics
|
Other
|
Unallocated
|
Discontinued Operations
|
Group
|
|
|
2008
|
2008
|
2008
|
2008
|
2008
|
2008
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
|
Depreciation
|
7,676
|
3,644
|
-
|
213
|
1,138
|
12,671
|
|
Amortisation
|
823
|
-
|
-
|
-
|
|
823
|
|
Impairment of intangible assets
|
2,675
|
-
|
-
|
-
|
|
2,675
|
|
Impairment of property, plant and equipment
|
3,813
|
-
|
-
|
-
|
|
3,813
|
Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would be available to unrelated third parties.
Segment assets consist primarily of property, plant and equipment, intangible assets, investments in associates, inventories and trade and other receivables. Unallocated assets comprise items such as available-for-sale financial assets and cash and cash equivalents.
Segment liabilities comprise operating liabilities. Unallocated liabilities comprise items such as taxation and deferred purchase consideration.
Capital expenditure comprises of additions to property, plant and equipment and intangibles (note 16 and 18) and, includes additions resulting from share based payments (note 33).
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
7. Segment reporting (continued)
|
|
Minerals
|
|
Logistics
|
|
Other
|
|
Unallocated
|
|
Group
|
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
2009
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
1,463,742
|
|
78,349
|
|
5,632
|
|
50,163
|
|
1,597,886
|
|
Associates
|
28,657
|
|
-
|
|
-
|
|
-
|
|
28,657
|
|
Total Assets
|
1,492,399
|
|
78,349
|
|
5,632
|
|
50,163
|
|
1,626,543
|
|
|
88,856
|
|
22,118
|
|
326
|
|
24,421
|
|
135,721
|
|
Liabilities
|
|
|
|
|
|
|
462,778
|
|
11,594
|
|
19,374
|
|
|
|
494,041
|
|
Capital Expenditure
|
|
|
|
295
|
|
The segment assets and liabilities at the 31 March 2009 and capital expenditure for the year then ended are as follows:
Segment assets and liabilities are reconciled to Group assets and liabilities as follows:
|
|
Assets
|
|
Liabilities
|
|
Segment assets/liabilities
|
1,576,380
|
|
111,300
|
|
Unallocated:
|
|
|
|
|
Deferred tax
|
-
|
|
1,128
|
|
Current tax
|
-
|
|
19,492
|
|
Trade and other creditors
|
-
|
|
1,516
|
|
Deferred purchase consideration
|
-
|
|
2,285
|
|
Property, plant and equipment
|
363
|
|
-
|
|
Available-for-sale financial assets
|
7,011
|
|
-
|
|
Other receivables
|
34,090
|
|
-
|
|
Cash, cash equivalents and cash in escrow
|
8,699
|
|
-
|
|
Total
|
1,626,543
|
|
135,721
|
The segment assets and liabilities at 31 March 2008 and capital expenditure for the year then ended are as follows:
|
|
Minerals
|
|
Logistics
|
|
Other
|
|
Unallocated
|
|
Group
|
|
|
2008
|
|
2008
|
|
2008
|
|
2008
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
1,203,980
|
|
62,820
|
|
20,650
|
|
308,549
|
|
1,595,999
|
|
Associates
|
-
|
|
-
|
|
49
|
|
-
|
|
49
|
|
Total Assets
|
1,203,980
|
|
62,820
|
|
20,699
|
|
308,549
|
|
1,596,048
|
|
Liabilities
|
23,390
|
|
4,869
|
|
50
|
|
66,496
|
|
94,805
|
|
Capital Expenditure
|
780,109
|
|
3,259
|
|
6,350
|
|
462
|
|
814,780
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
7. Segment reporting (continued)
Segment assets and liabilities are reconciled to Group assets and liabilities as follows:
|
|
Assets
|
|
Liabilities
|
|
Segment assets/liabilities
|
1,287,499
|
|
28,309
|
|
Unallocated:
|
|
|
|
|
Deferred tax
|
-
|
|
31,838
|
|
Current tax
|
-
|
|
30,312
|
|
Trade and other creditors
|
-
|
|
2,141
|
|
Deferred purchase consideration
|
-
|
|
2,205
|
|
Property, plant and equipment
|
4,610
|
|
-
|
|
Available-for-sale financial assets
|
139,087
|
|
-
|
|
Other receivables
|
54,419
|
|
-
|
|
Cash, cash equivalents and cash in escrow
|
110,433
|
|
-
|
|
Total
|
1,596,048
|
|
94,805
|
(b) Secondary reporting format - geographical segments
The Group's operations are located in the United Kingdom, Democratic Republic of Congo, Mozambique, Zimbabwe, South Africa, Mali, Namibia, Burkina Faso, Kenya and Ireland. The Group's minerals division is located in the Democratic Republic of Congo and Ireland. The logistics division is based in South Africa and Zimbabwe. The home country of the Company is the United Kingdom. The other areas of operation are principally for the exploration and production of minerals and logistics.
The Group's revenue by geographic market based on the country in which the customer is located is as follows:
|
|
Revenue by geographical market
|
|
|
|
2009
|
|
2008
|
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
Asia
|
|
120,987
|
|
134,788
|
|
Africa
|
|
55,675
|
|
49,280
|
|
European Union
|
|
56,338
|
|
9,833
|
|
|
|
233,000
|
|
193,901
|
Revenue from the Group's discontinued operations was derived principally from Mozambique (2009: $9.9 million, 2008: $5.5 million).
The carrying amount of segment assets, and capital expenditure by the geographical area in which the assets are located is as follows:
|
|
Carrying amount of segment assets
|
|
Additions to property, plant and equipment and intangible assets
|
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
|
|
|
European Union
|
|
48,162
|
|
289,406
|
|
82
|
|
112
|
|
Africa
|
|
1,578,381
|
|
1,306,642
|
|
493,959
|
|
790,068
|
|
|
|
1,626,543
|
|
1,596,048
|
|
494,041
|
|
790,180
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
8. Profit from operations
Profit from operations has been arrived at after charging/ (crediting):
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
|
|
2009
|
2008
|
|
2009
|
2008
|
|
2009
|
2008
|
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation of property, plant and equipment
|
29,661
|
11,940
|
|
1,368
|
1,138
|
|
31,029
|
13,078
|
|
Amortisation of intangible assets
|
4
|
823
|
|
-
|
-
|
|
4
|
823
|
|
Operating lease expense
|
548
|
692
|
|
-
|
-
|
|
548
|
692
|
|
Provision for obsolescence
|
3,627
|
5,017
|
|
-
|
-
|
|
3,627
|
5,017
|
|
Net foreign exchange losses/(gains)
|
(1,809)
|
1,364
|
|
(5)
|
(607)
|
|
(1,814)
|
757
|
|
Hyperinflation adjustment
|
-
|
(751)
|
|
-
|
-
|
|
-
|
(751)
|
|
Staff costs (note 10)
|
11,141
|
15,448
|
|
729
|
615
|
|
11,870
|
16,063
|
Included in operating expenses in addition to the items above are employee costs of $21,552,000 (2008: $17,692,000), selling and distribution costs of $9,919,000 (2008: $10,993,000) and professional fees and technical consultants of $7,989,000 (2008: $6,245,000).
Amounts payable to Baker Tilly UK Audit LLP and their associates in respect of both audit and non-audit services as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Audit services
|
|
|
|
|
- UK statutory audit of the Company and consolidated accounts
|
356
|
|
482
|
|
- other services (overseas subsidiaries audit)
|
273
|
|
367
|
|
Tax services
|
|
|
|
|
- compliance services
|
2
|
|
104
|
|
- advisory services
|
125
|
|
52
|
|
Other services
|
|
|
|
|
- Corporate finance transaction
|
-
|
|
458
|
|
- Other
|
11
|
|
36
|
|
|
767
|
|
1,499
|
|
|
|
|
|
|
Comprising
|
|
|
|
|
- audit services
|
629
|
|
849
|
|
- non-audit services
|
-
|
|
-
|
|
Company and UK subsidiaries
|
131
|
|
614
|
|
Other subsidiaries
|
7
|
|
36
|
|
|
767
|
|
1,499
|
9. (Loss)/gain on disposal of available-for-sale investments
During the year, the Company made a loss of $32,744,932 (2008: Gain of $65,208,000) on the disposal of available-for-sale investments. Of this loss, $23,600,000 arose on the partial sale of the Company's investment in Katanga Mining Limited ('Katanga'). At the balance sheet date the Company held 90,000 shares in Katanga.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
10. Staff costs
The average monthly number of employees (including executive directors) for the year for each of the Group's principal divisions was as follows:
|
|
2009
|
|
2008
|
|
|
Number
|
|
Number
|
|
|
|
|
|
|
Office and Management
|
154
|
|
188
|
|
Sales and Administration
|
389
|
|
474
|
|
Operational
|
4,422
|
|
3,169
|
|
|
4,965
|
|
3,831
|
The aggregate remuneration comprised:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Wages and salaries
|
8,127
|
|
14,241
|
|
Social security costs
|
407
|
|
546
|
|
Share based payment charge
|
3,336
|
|
1,276
|
|
|
11,870
|
|
16,063
|
11. Finance income and expenses
|
|
Continuing Operations
|
|
Discontinued Operations
|
|
Total
|
|
|
2009
|
2008
|
|
2009
|
2008
|
|
2009
|
2008
|
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
|
Finance income:
|
|
|
|
|
|
|
|
|
|
- Interest income on short-term bank deposits
|
4,233
|
4,520
|
|
103
|
37
|
|
4,336
|
4,557
|
|
- Interest income on other loans
|
4,665
|
117
|
|
-
|
-
|
|
4,665
|
117
|
|
Finance income
|
8,898
|
4,637
|
|
103
|
37
|
|
9,001
|
4,674
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
- Bank borrowings
|
-
|
1,601
|
|
-
|
-
|
|
-
|
1,601
|
|
- Provisions: unwinding of discount (note 27)
|
1,265
|
106
|
|
-
|
-
|
|
1,265
|
106
|
|
- Exchange rate losses
|
-
|
757
|
|
-
|
-
|
|
-
|
757
|
|
- Other
|
1,091
|
3,402
|
|
-
|
-
|
|
1,091
|
3,402
|
|
Finance expenses
|
2,356
|
5,866
|
|
-
|
-
|
|
2,356
|
5,866
|
|
Net finance income/(costs)
|
6,542
|
(1,229)
|
|
103
|
37
|
|
6,645
|
(1,192)
|
Other interest expense includes interest on overdue amounts due to the Irish and UK Revenue authorities (refer note 12).
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
12. Income tax expense
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
Current tax:
|
|
|
|
|
UK corporation tax on result for the year
|
3,156
|
|
22,661
|
|
UK corporation tax over provided in previous periods
|
(650)
|
|
(1,429)
|
|
Foreign tax
|
180
|
|
5,246
|
|
|
2,686
|
|
26,478
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
Arising in the year
|
2,612
|
|
3,309
|
|
(Over)/Under provided in previous periods
|
(8,472)
|
|
1,830
|
|
Attributable to reduction in rate of domestic income tax
|
-
|
|
(1,179)
|
|
|
(5,860)
|
|
3,960
|
|
|
|
|
|
|
Tax attributable to the Company and its subsidiaries
|
(3,174)
|
|
30,438
|
|
Share of tax attributable to associates
|
-
|
|
-
|
|
|
(3,174)
|
|
30,438
|
Domestic income tax is calculated at 28% (2008: 30%) of the estimated assessable profit for the year.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
The tax on the Group's (loss)/profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the consolidated entities as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
(Loss)/profit before tax
|
(414,907)
|
|
108,349
|
|
Tax calculated at domestic tax rates applicable to profits in the respective countries
|
(118,903)
|
|
25,618
|
|
Income not subject to tax
|
(85)
|
|
(664)
|
|
Expenses not deductible for tax purposes
|
37,603
|
|
773
|
|
Recoupment of tax losses not previously recognised
|
(285)
|
|
127
|
|
Tax losses for which no deferred income tax asset was recognised
|
34,641
|
|
8,916
|
|
Temporary difference arising on Dollarisation in Zimbabwe
|
12,512
|
|
-
|
|
Other temporary differences not recognised
|
40,465
|
|
(3,554)
|
|
Income tax (over)/under provided in previous periods
|
(9,122)
|
|
401
|
|
Remeasurement of deferred tax on change on UK tax rate
|
-
|
|
(1,179)
|
|
Tax charge
|
(3,174)
|
|
30,438
|
Included in current income taxes payable are overdue amounts due to the Irish and UK Revenue Authorities on which interest is accruing. Agreement has been reached with both the Irish Revenue and HM Revenue and Customs to settle this in instalments out of operating cash flows and the proceeds from the sale of assets.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
13. Disposal of Subsidiary
On 12 August 2008, the Group disposed of its interest in Procana Limitada.
The net assets of Procana Limitada at the date of disposal were as follows:
|
|
12 August 2008
|
|
31 March 2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Property, plant and equipment
|
3,778
|
|
2,637
|
|
Inventories
|
16
|
|
16
|
|
Other receivables
|
185
|
|
121
|
|
Bank balances and cash
|
333
|
|
211
|
|
Trade and other payables
|
(40)
|
|
(34)
|
|
Loans
|
(4,739)
|
|
(3,120)
|
|
|
(467)
|
|
(169)
|
|
Gain on disposal
|
520
|
|
|
|
Total consideration
|
53
|
|
|
|
|
|
|
|
|
Satisfied by:
|
|
|
|
|
Issue of shares in BioEnergy Limited
|
53
|
|
|
|
|
|
|
|
|
Net cash inflow/(outflow) arising on disposal
|
|
|
|
|
Cash consideration
|
-
|
|
|
|
Cash and cash equivalents disposed of
|
(333)
|
|
|
|
|
(333)
|
|
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
14. Discontinued Operations
On 5 February 2009, the Group disposed of its subsidiaries in the agricultural segment, Desenvolvimento E Comercialização Agricola Limitada ('DECA'), Compagri Limitada ('Compagri'), Mozbife Limitada ('Mozbife') and Vesta Limitada ('Vesta'). Consequently, the agricultural segment has been reclassified as a discontinued operation and its trading results are included in the income statement as a single line below (loss)/profit after taxation from continuing operations, with comparatives restated accordingly.
|
|
2009
|
2008
|
|
|
$'000
|
$'000
|
|
|
Agricultural Business
|
Agricultural Business
|
|
|
|
|
|
Revenue
|
9,865
|
5,491
|
|
Cost of sales
|
(8,100)
|
(4,848)
|
|
Gross margin
|
1,765
|
643
|
|
|
|
|
|
Other operating income
|
137
|
774
|
|
Net operating expenses
|
(1,333)
|
(1,029)
|
|
Operating profit/(loss)
|
569
|
388
|
|
|
|
|
|
Finance income
|
103
|
37
|
|
Profit/(loss) before taxation
|
672
|
425
|
|
Taxation
|
-
|
-
|
|
Profit/(loss) after taxation
|
672
|
425
|
|
|
|
|
|
Loss on disposal
|
|
|
|
Consideration (net of costs)
|
17,006
|
-
|
|
Net assets disposed
|
(20,908)
|
-
|
|
(Loss)/gain on disposal of net assets
|
(3,902)
|
-
|
|
Income tax expense
|
-
|
-
|
|
Net (loss)/gain on disposal
|
(3,902)
|
-
|
|
|
|
|
|
Total consideration
|
17,006
|
|
|
|
|
|
|
Satisfied by:
|
|
|
|
Cash
|
2,000
|
|
|
Issue of shares in Agriterra Limited
|
15,006
|
|
|
|
17,006
|
|
|
Net cash outflow arising on disposal
|
|
|
|
Cash consideration
|
2,000
|
|
|
Disposal of cash and cash equivalents
|
(4,987)
|
|
|
|
(2,987)
|
|
Cash flows from discontinued operations included in the consolidated statement of cash flows are as follows:
|
|
2009
|
2008
|
|
|
$'000
|
$'000
|
|
|
Agricultural
Business
|
Agricultural Business
|
|
Net cash flows from operating activities
|
9,580
|
(1,023)
|
|
Net cash flows from investing activities
|
(2,987)
|
(3,977)
|
|
Net cash flows from financing activities
|
-
|
-
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
15. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
From continuing and discontinued operations:
|
Earnings
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Earnings for the purposes of basic and diluted earnings per share being (net (loss)/profit for the year attributable to equity holders of the Company)
|
(343,067)
|
|
74,985
|
|
|
|
|
|
|
Number of shares
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of basic earnings per share
|
2,648,258,000
|
|
1,348,015,000
|
|
|
|
|
|
|
Effect of dilutive potential ordinary shares:
|
|
|
|
|
- Share options and warrants
|
7,841,000
|
|
14,155,000
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the purposes of diluted earnings per share
|
2,656,099,000
|
|
1,362,170,000
|
From continuing operations:
|
Adjustments to exclude profit for the period from discontinued operations
|
672
|
|
425
|
|
|
|
|
|
|
Net (loss)/profit attributable to equity holders of the Company
|
(343,739)
|
|
74,560
|
|
|
|
|
|
|
Earnings from continuing operations for the purpose of basic and diluted earnings per share excluding discontinued operations
|
(343,067)
|
|
74,985
|
The denominators used are the same as those detailed above for both basic and diluted earnings per share from continuing and discontinued operations.
From discontinued operations
|
|
2009
|
|
2008
|
|
|
|
|
|
|
Basic (cents)
|
0.03
|
|
0.03
|
|
Diluted (cents)
|
0.03
|
|
0.03
|
Details of additional options issued and exercised subsequent to the end of the financial year provided in note 40.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
16. Property, plant and equipment
|
|
Land & Buildings
|
Capital WIP
|
Motor vehicles
|
Plant, machinery & office equipment
|
Aircraft
|
Mineral resource
|
Total
|
|
2009
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Cost
|
|
|
|
|
|
|
|
|
At the beginning of the financial year
|
20,214
|
190,171
|
47,881
|
37,671
|
9,341
|
870,815
|
1,176,093
|
|
Additions and reclassifications
|
24,622
|
(150,961)
|
13,312
|
168,113
|
11,363
|
-
|
66,449
|
|
Disposals
|
(1,685)
|
(1,871)
|
(559)
|
(3,592)
|
-
|
-
|
(7,707)
|
|
Disposals of subsidiaries
|
(8,658)
|
(338)
|
(3,859)
|
(2,939)
|
-
|
-
|
(15,794)
|
|
Write-offs
|
-
|
-
|
-
|
(2,217)
|
-
|
-
|
(2,217)
|
|
Increments to mine rehabilitation provision
|
-
|
-
|
-
|
10,053
|
-
|
-
|
10,053
|
|
Acquisition adjustment (a)
|
-
|
-
|
-
|
-
|
-
|
(102,630)
|
(102,630)
|
|
Exchange variations
|
(1,379)
|
(203)
|
(875)
|
(1,058)
|
(3,404)
|
-
|
(6,919)
|
|
Transfers and other movements
|
-
|
(2,610)
|
-
|
-
|
-
|
-
|
(2,610)
|
|
At the end of the financial year
|
33,114
|
34,188
|
55,900
|
206,031
|
17,300
|
768,185
|
1,114,718
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
At the beginning of the financial year
|
232
|
-
|
6,959
|
7,805
|
1,284
|
1,839
|
18,119
|
|
Charge for the year
|
1,487
|
-
|
4,930
|
15,103
|
1,041
|
8,468
|
31,029
|
|
Impairments for the year
|
1,408
|
-
|
234
|
39,828
|
6,147
|
-
|
47,617
|
|
Disposals
|
-
|
-
|
(161)
|
(101)
|
-
|
-
|
(262)
|
|
Disposals of subsidiaries
|
-
|
-
|
(1,565)
|
(1,288)
|
-
|
-
|
(2,853)
|
|
Hyperinflation adjustments
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Exchange variations
|
(37)
|
-
|
(191)
|
(1,102)
|
236
|
-
|
(1,094)
|
|
Transfers and other movements
|
-
|
-
|
-
|
(310)
|
-
|
-
|
(310)
|
|
At the end of the financial year
|
3,090
|
-
|
10,206
|
59,935
|
8,708
|
10,307
|
92,246
|
|
Net book value
|
30,024
|
34,188
|
45,694
|
146,096
|
8,592
|
757,878
|
1,022,472
|
|
|
Land & Buildings
|
Capital WIP
|
Motor vehicles
|
Plant, machinery & office equipment
|
Aircraft
|
Mineral resource
|
Total
|
|
2008
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
|
Cost
|
|
|
|
|
|
|
|
|
At the beginning of the financial year
|
14,058
|
78,768
|
44,702
|
36,624
|
9,433
|
-
|
183,585
|
|
Additions
|
6,669
|
108,244
|
4,810
|
7,012
|
351
|
651,593
|
778,679
|
|
Disposals
|
-
|
-
|
(606)
|
(122)
|
-
|
-
|
(728)
|
|
Write-offs
|
-
|
-
|
-
|
(3,813)
|
-
|
-
|
(3,813)
|
|
Hyperinflation adjustments
|
-
|
-
|
-
|
4
|
-
|
-
|
4
|
|
Exchange variations
|
(1,287)
|
3,933
|
(1,025)
|
(2,034)
|
(443)
|
-
|
(856)
|
|
Transfers and other movements
|
774
|
(774)
|
-
|
-
|
-
|
219,222
|
219,222
|
|
At the end of the financial year
|
20,214
|
190,171
|
47,881
|
37,671
|
9,341
|
870,815
|
1,176,093
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
At the beginning of the financial year
|
71
|
-
|
2,319
|
5,433
|
371
|
-
|
8,194
|
|
Charge for the year
|
140
|
-
|
5,057
|
5,914
|
921
|
639
|
12,671
|
|
Disposals
|
-
|
-
|
(153)
|
(116)
|
-
|
-
|
(269)
|
|
Exchange variations
|
21
|
-
|
(264)
|
(3,426)
|
(8)
|
-
|
(3,677)
|
|
Transfers and other movements
|
-
|
-
|
-
|
-
|
-
|
1,200
|
1,200
|
|
At the end of the financial year
|
232
|
-
|
6,959
|
7,805
|
1,284
|
1,839
|
18,119
|
|
Net book value
|
19,982
|
190,171
|
40,922
|
29,866
|
8,057
|
868,976
|
1,157,974
|
Depreciation expense for the year is $31,029,000 (2008: $12,671,000) of which $28,607,000 (2008: $272,000) has been charged to 'cost of sales' and $2,422,000 (2008: $12,806,000) to operating expenses.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
16. Property, plant and equipment (continued)
(a) Acquisition adjustment
During the financial year the Company concluded negotiations with the DRC Mining Ministry and La Generale des Carrieres et des Mines ('Gecamines'), the Company's minority partner in Boss Mining sprl, in respect of copper and cobalt mining operations in the DRC. On 3 March 2009 Gecamines and the Company signed a new JV agreement relating to their interests in and funding of Boss Mining sprl and the merger by absorption of Savannah Mining sprl and Mukondo Mining sprl. As a consequence, the Group reviewed its accounting treatment of the acquisition of Boss Mining (based on the previous JV Agreement) giving rise to a reduction in the consideration allocated to the mineral resource which was largely offset by an increase in interest bearing loans receivable by the Company from Boss Mining sprl with no impact on the Group's results in the financial year.
17. Goodwill
|
|
2009
|
2008
|
|
|
$'000
|
$'000
|
|
COST
|
|
|
|
At the beginning of the financial year
|
4,964
|
4,867
|
|
Exchange rate adjustment
|
(243)
|
97
|
|
Derecognition on disposal
|
(4,721)
|
-
|
|
At the end of the financial year
|
-
|
4,964
|
Goodwill disposed of this year relates to the sale of the Group's agricultural interests in Mozambique.
18. Other intangible assets - Exploration and development costs
|
|
2009
|
2008
|
|
|
$'000
|
$'000
|
|
|
|
|
|
COST
|
|
|
|
At the beginning of the financial year
|
52,500
|
238,464
|
|
Additions
|
38,857
|
11,501
|
|
Acquisition of platinum reserve (note 29d)
|
388,735
|
-
|
|
Disposal of subsidiary
|
(2,986)
|
-
|
|
Write offs
|
(809)
|
|
|
Share option charge
|
-
|
1,070
|
|
Exchange variations
|
(14,155)
|
20,688
|
|
Transfers and other movements
|
2,610
|
(219,223)
|
|
At the end of the financial year
|
464,752
|
52,500
|
|
|
|
|
|
AMORTISATION AND IMPAIRMENT
|
|
|
|
At the beginning of the financial year
|
9,597
|
7,237
|
|
Charge for the year
|
4
|
823
|
|
Impairment for the year
|
108,816
|
2,675
|
|
Exchange variations
|
(3,184)
|
62
|
|
Transfers and other movements
|
310
|
(1,200)
|
|
At the end of the financial year
|
115,543
|
9,597
|
|
|
|
|
|
Carrying amount
|
349,209
|
42,903
|
|
|
|
|
Amortisation expense of $4,342 (2008: $822,798) has been wholly charged in operating expenses.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
19. Subsidiaries
As at 31 March 2009, the Company held equity in the following principal undertakings:
|
Subsidiary undertakings
|
Proportion held
|
Country of incorporation
|
Nature of business
|
|
|
|
|
|
|
Direct:
|
|
|
|
|
Boss Mining sprl
|
70%
|
DR Congo
|
Mining and exploration
|
|
Camec Marketing Limited
|
100%
|
Ireland
|
Copper/cobalt trading
|
|
Lefever Finance Limited
|
100%
|
British Virgin Islands
|
Holding Company
|
|
Todal Mining (Pvt) Limited
|
60%
|
Zimbabwe
|
Mineral exploration
|
|
Sabot Management Limited
|
100%
|
Seychelles
|
Transport
|
|
Sabot Management Holdings Limited
|
100%
|
British Virgin Islands
|
Holding Company
|
|
Exploracoes Mineiras de Mocambique Ltda
|
100%
|
Mozambique
|
Mineral trading
|
|
Gough Aviation (Pty) Limited
|
100%
|
South Africa
|
Aviation chartering
|
|
SA Fluorite (Pty) Limited
|
51%
|
South Africa
|
Mineral exploration
|
|
Camec Burkina Faso SARL
|
100%
|
Burkina Faso
|
Mineral exploration
|
|
Camec Guinea SA
|
100%
|
Guinea
|
Mineral exploration
|
|
Mali Mineral Resources SA
|
80%
|
Mali
|
Mineral exploration
|
|
Changara Investments Limitada
|
100%
|
Mozambique
|
Mineral exploration
|
|
Minjova Limitada
|
100%
|
Mozambique
|
Mineral exploration
|
20. Investments in associates
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
1 April 2008
|
49
|
|
38
|
|
Acquisition of share of SMKK
|
28,616
|
|
-
|
|
Share of profit
|
2
|
|
8
|
|
Exchange differences
|
(10)
|
|
3
|
|
31 March 2009
|
28,657
|
|
49
|
The Group's share of the results of its associates, all of which are unlisted, and its aggregated assets and liabilities are as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
Total assets
|
2,171
|
|
97
|
|
Total liabilities
|
(2,591)
|
|
(48)
|
|
Revenue
|
13
|
|
18
|
|
Profit
|
2
|
|
8
|
Details of the Company's associates at 31 March 2009 are as follows:
|
Indirect associate undertaking
|
Proportion of ordinary shares held
|
Country of incorporation
|
Nature of business
|
|
|
|
|
|
|
Earth Centre Investments (Pty) Limited
|
50%
|
Namibia
|
Property investment
|
|
Societe Miniere of Kabolela and Kipese sprl
|
50%
|
Democratic
Republic of Congo
|
Mineral exploration
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
21. Investments
|
|
Listed investments
|
|
Unlisted investments
|
|
Total
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
Available-for-sale investments:
|
|
|
|
|
|
|
1 April 2007
|
133,770
|
|
14,812
|
|
148,582
|
|
Additions
|
180,636
|
|
195
|
|
180,831
|
|
Change in fair value
|
31,898
|
|
-
|
|
31,898
|
|
Gain on sale transferred to income statement on disposal
|
(65,208)
|
|
-
|
|
(65,208)
|
|
Disposals
|
(159,697)
|
|
-
|
|
(159,697)
|
|
Exchange rate adjustment
|
2,443
|
|
238
|
|
2,681
|
|
1 April 2008
|
123,842
|
|
15,245
|
|
139,087
|
|
Additions
|
151,180
|
|
4,850
|
|
156,030
|
|
Additions from disposal of subsidiaries
|
20,610
|
|
-
|
|
20,610
|
|
Change in fair value
|
(58,549)
|
|
-
|
|
(58,549)
|
|
Loss on sale transferred to income statement on disposal
|
32,745
|
|
-
|
|
32,745
|
|
Impairment charge (note 6)
|
(117,039)
|
|
(11,292)
|
|
(128,331)
|
|
Disposals
|
(60,333)
|
|
-
|
|
(60,333)
|
|
Exchange rate adjustment
|
(88,945)
|
|
(5,303)
|
|
(94,248)
|
|
31 March 2009
|
3,511
|
|
3,500
|
|
7,011
|
The investments in securities included above represent investments in listed equity securities which present the Group with the opportunity for return through dividend income and trading gains. The fair values of these securities are based on quoted market prices.
Included in the unlisted investment above is an investment in Pfula Investments Limited which is not treated as an associated undertaking despite the Group's 44.5% interest as the Company has no representative on its Board and therefore does not have significant influence over this investment. Unlisted investments are valued at cost if not fully impaired, as the directors believe this best approximates their fair value at balance date in the absence of readily available market values.
22. Non-current loans receivable
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
Interest bearing loans receivable
|
152,788
|
|
-
|
|
Non-interest bearing loans receivable
|
8,224
|
|
-
|
|
|
161,012
|
|
-
|
|
Provision for impairment - interest bearing loans
|
(21,226)
|
|
-
|
|
|
139,786
|
|
-
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
23. Inventories
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
Consumables and spares
|
20,630
|
|
18,868
|
|
Raw Materials
|
-
|
|
714
|
|
Work in progress
|
20,257
|
|
29,778
|
|
Finished goods
|
942
|
|
112
|
|
Inventories at cost
|
41,829
|
|
49,472
|
|
Provision for diminution in value
|
(3,267)
|
|
(4,988)
|
|
|
38,562
|
|
44,484
|
The cost of inventories recognised as expense and included in 'cost of sales' amounted to $207,697,000 (2008: $74,437,000).
24. Financial instruments
The accounting policies for financial instruments have been applied to the line items below:
a) Financial assets by category
The Group considers the below to be financial assets:
|
|
Available-for-sale investment
|
|
Loans and receivables
|
|
Total
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
31 March 2009
|
|
|
|
|
|
|
Assets as per balance sheet:
|
|
|
|
|
|
|
Available-for-sale financial assets
|
7,011
|
|
-
|
|
7,011
|
|
Trade and other receivables
|
-
|
|
21,368
|
|
21,368
|
|
Loan receivables
|
-
|
|
139,786
|
|
139,786
|
|
Cash and cash equivalents
|
-
|
|
18,952
|
|
18,952
|
|
|
7,011
|
|
180,106
|
|
187,117
|
|
|
|
|
|
|
|
|
31 March 2008
|
|
|
|
|
|
|
Assets as per balance sheet:
|
|
|
|
|
|
|
Available-for-sale financial assets
|
139,087
|
|
-
|
|
139,087
|
|
Trade and other receivables
|
-
|
|
95,802
|
|
95,802
|
|
Cash and cash equivalents
|
-
|
|
110,433
|
|
110,433
|
|
|
139,087
|
|
206,235
|
|
345,325
|
Amounts represent both estimated fair values and carrying values.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
24. Financial instruments (continued)
b) Financial liabilities by category
The Group considers the below to be financial liabilities:
|
|
|
|
|
|
Other financial liabilities
|
|
|
|
|
|
|
$'000
|
|
|
|
|
|
|
|
|
31 March 2009
|
|
|
|
|
|
|
Liabilities as per balance sheet:
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
80,996
|
|
Provisions
|
|
|
|
|
3,840
|
|
|
|
|
|
|
84,836
|
|
|
|
|
|
|
|
|
31 March 2008
|
|
|
|
|
|
|
Liabilities as per balance sheet:
|
|
|
|
|
|
|
Trade and other payables
|
|
|
|
|
29,733
|
Amounts represent both estimated fair values and carrying values.
25. Trade and other receivables
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Trade receivables
|
10,948
|
|
31,601
|
|
Other receivables
|
10,420
|
|
64,201
|
|
Prepayments and accrued income
|
526
|
|
352
|
|
|
21,894
|
|
96,154
|
26. Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
57,682
|
|
25,044
|
|
Other payables
|
23,314
|
|
4,781
|
|
|
80,996
|
|
29,825
|
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for the trade purchases is 23 days (2008: 10 days). All amounts are contractually payable within six months.
27. Provisions
|
|
|
Employee provisions
|
|
Total
|
|
|
|
$'000
|
|
$'000
|
|
Current
|
|
|
|
|
|
1 April 2008
|
|
-
|
|
-
|
|
Additional provision
|
|
3,840
|
|
3,840
|
|
31 March 2009
|
|
3,840
|
|
3,840
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
27. Provisions (continued)
The liability in respect of the employee provisions relates to employee entitlements expected to be paid within the next financial period.
|
|
Deferred purchase consideration
|
|
Mine closure and rehabilitation
|
|
Total
|
|
|
$'000
|
|
$'000
|
|
$'000
|
|
Non-current
|
|
|
|
|
|
|
1 April 2008
|
2,205
|
|
625
|
|
2,830
|
|
Additional provision in the year:
|
|
|
|
|
|
|
Capitalised in plant and equipment
|
-
|
|
10,053
|
|
10,053
|
|
Charged to income statement
|
-
|
|
904
|
|
904
|
|
Unwinding of discount
|
80
|
|
1,185
|
|
1,265
|
|
31 March 2009
|
2,285
|
|
12,767
|
|
15,052
|
The liability in respect of the deferred purchase consideration represents deferred purchase consideration on the acquisition of SA Fluorite (Pty) Limited. For further details in respect of this deferred consideration see note 40.
28. Deferred tax liabilities
The gross movement on the deferred income tax account is as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
1 April 2008
|
31,838
|
|
38,402
|
|
Income statement charge (note 12)
|
(5,860)
|
|
3,960
|
|
Tax charged directly to equity
|
(15,212)
|
|
(10,826)
|
|
Exchange differences
|
1,738
|
|
302
|
|
31 March 2009
|
12,504
|
|
31,838
|
The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:
|
Deferred tax liabilities
|
Accelerated tax depreciation
|
Fair value gains
|
Other
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
1 April 2007
|
1,809
|
23,840
|
13,238
|
38,887
|
|
Charged to the income statement
|
15,180
|
-
|
3,084
|
18,264
|
|
Charged directly to equity
|
-
|
(10,826)
|
-
|
(10,826)
|
|
Exchange differences
|
(774)
|
386
|
194
|
(194)
|
|
1 April 2008
|
16,215
|
13,400
|
16,516
|
46,131
|
|
Charged/(credited) to the income statement
|
21,808
|
-
|
(12,425)
|
9,383
|
|
Credited directly to equity
|
-
|
(15,212)
|
-
|
(15,212)
|
|
Exchange differences
|
(614)
|
1,812
|
331
|
1,529
|
|
31 March 2009
|
37,409
|
-
|
4,422
|
41,831
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
28. Deferred tax liabilities (continued)
|
Deferred tax assets
|
Provisions
|
Tax losses
|
Other
|
Total
|
|
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
At 1 April 2007
|
-
|
485
|
-
|
485
|
|
Credited to the income statement
|
-
|
14,070
|
233
|
14,303
|
|
Exchange differences
|
-
|
(490)
|
(5)
|
(495)
|
|
At 1 April 2008
|
-
|
14,065
|
228
|
14,293
|
|
Credited to the income statement
|
4,247
|
11,070
|
(74)
|
15,243
|
|
Exchange differences
|
-
|
(173)
|
(36)
|
(209)
|
|
At 31 March 2009
|
4,247
|
24,962
|
118
|
29,327
|
Deferred tax has been shown net as the assets offset the liabilities within the same tax jurisdictions.
The deferred income tax charged/(credited) to equity during the year is as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Fair value reserves in shareholders' equity:
|
|
|
|
|
- Available for sale financial assets (note 31)
|
(15,212)
|
|
(10,826)
|
|
|
(15,212)
|
|
(10,826)
|
Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through the future taxable profits is probable. The Group did not recognise deferred income tax assets of $29,277,000 (2008: $6,148,000) in respect of losses amounting to $97,331,000 (2008: $20,658,000) that can be carried forward against future taxable income. Losses amounting to $434,000 (2008: $Nil), $1,330,000 (2008: $703,000), $3,582,000 (2008: $1,355,000), $54,241,000 (2008: $1,302,000), $33,265,000 (2008: $Nil) and $78,866,000 (2008: $Nil) expire in 2010, 2011, 2012, 2013, 2014 and 2015 respectively.
Deferred income tax liabilities of $4,941,000 (2008: $5,434,000) have not been recognised for the withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries. Such amounts are permanently reinvested. Unremitted earnings totalled $60,722,000 at 31 March 2009 (2008: $35,493,000).
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
29. Share capital and premium
|
|
Share Capital
|
|
Share Capital
|
|
|
2009
|
|
2008
|
|
2009
|
|
2008
|
|
|
£'000
|
|
£'000
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
|
|
|
|
Authorised:
|
|
|
|
|
|
|
|
|
3,000,000,000 (2008: 2,000,000,000) ordinary shares of 0.1p each
|
3,000
|
|
2,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Allotted, issued and fully paid:
|
|
|
|
|
|
|
|
|
2,803,784,643 (2008: 1,229,938,032) ordinary shares of 0.1p each
|
2,804
|
|
1,230
|
|
5,415
|
|
2,378
|
The Company has one class of ordinary shares which carry no right to fixed income.
The authorised ordinary share capital of the Company was increased to £3,000,000 (3,000 million shares of 0.1p each) at an Extraordinary General Meeting held on 29 May 2008.
|
Group and Company
|
Number of shares
|
Ordinary Shares
|
Share Premium
|
Shares to be issued
|
Total
|
|
|
(thousands)
|
$'000
|
$'000
|
$'000
|
$'000
|
|
|
|
|
|
|
|
|
At 1 April 2007
|
1,128,333
|
2,177
|
434,299
|
-
|
436,476
|
|
Options and warrants exercised
|
1,750
|
3
|
397
|
-
|
400
|
|
Acquisition of Omega shares
|
9,480
|
19
|
10,603
|
-
|
10,622
|
|
Acquisition of Katanga shares
|
90,375
|
179
|
96,871
|
-
|
97,050
|
|
Assets acquired (effective 1 February, 2008)
|
-
|
-
|
-
|
650,050
|
650,050
|
|
Share application funds received
|
-
|
-
|
(71)
|
74,776
|
74,705
|
|
At 31 March 2008
|
1,229,938
|
2,378
|
542,099
|
724,826
|
1,269,303
|
|
|
|
|
|
|
|
|
Assets acquired (effective 1 February 2008) (a)
|
815,000
|
1,610
|
648,440
|
(650,050)
|
-
|
|
Shares issued to fund group activities in Africa (b)
|
150,000
|
299
|
146,745
|
(74,776)
|
72,268
|
|
Shares issued to fund group activities in Africa (b)
|
50,000
|
99
|
49,445
|
-
|
49,544
|
|
Options and warrants exercised (c)
|
1,100
|
2
|
184
|
-
|
186
|
|
Acquisition of Lefever Finance Limited (d)
|
215,000
|
425
|
227,527
|
-
|
227,952
|
|
Acquisition of Copper Resources Corporation Shares (e)
|
35,785
|
71
|
36,096
|
-
|
36,167
|
|
Acquisition of Copper Resources Corporation Shares (f)
|
75,984
|
150
|
70,414
|
-
|
70,564
|
|
Acquisition of Societe Miniere of Kabolela and Kipese sprl shares (g)
|
230,978
|
381
|
28,154
|
-
|
28,535
|
|
At 31 March 2009
|
2,803,785
|
5,415
|
1,749,104
|
-
|
1,754,519
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
29. Share capital and premium (continued)
a) Effective 1 February 2008, the Company purchased Savannah Mining SPRL's copper cobalt concessions PE463 and PE468 (previously named C17 and C18) in the Katanga province in southern DRC and 50% of the Mukondo mining concessions for the following consideration:
-
815,000,000 newly issued shares at £0.40 in the Company; and
-
Ceding of a further 10% ownership interest in Boss Mining SPRL to Gecamines, taking their effective interests in the assets owned to 30%.
This acquisition and share issue was ratified by Shareholders at an Extraordinary General Meeting on 29 May 2008 and the shares subsequently issued. These shares have been included in the calculation of earnings per share effective 1 February 2008 and profits from operation of the acquired assets included in the consolidated results from 1 February 2008.
b) In April 2008 the Company raised £100 million through the placing of 200 million ordinary new shares of 0.1 pence each in the Company at 50 pence per share, with both new and existing institutions. 150,000,000 shares were issued on 7 April 2008 and 50,000,000 were issued on 9 April 2008.
c) During the year the Company issued a further 1,100,000 ordinary shares of 0.1p each raising gross cash proceeds of $185,872 as a result of the exercising of options and warrants as follows:
|
|
Number of shares
|
Issue
price
|
Gross cash proceeds
£
|
Gross cash proceeds
$
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
20 May 2008
|
100,000
|
10p
|
10,000
|
19,759
|
|
|
100,000
|
2p
|
2,000
|
3,952
|
|
|
|
|
|
|
|
31 July 2008
|
100,000
|
10p
|
10,000
|
19,802
|
|
|
100,000
|
2p
|
2,000
|
3,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
20 May 2008
|
500,000
|
10p
|
50,000
|
98,795
|
|
31 July 2008
|
200,000
|
10p
|
20,000
|
39,604
|
|
|
|
|
|
|
|
|
1,100,000
|
|
94,000
|
185,872
|
d) On 11 April 2008, the Company purchased 100% of Lefever Finance Ltd ('Lefever') a British Virgin Islands company. Lefever owns 60% of Todal Mining (Private) Limited ('Todal'), a Zimbabwean company, which in turn has the rights to certain platinum concessions in Zimbabwe. The purchase consideration was a cash payment of US$5 million and the issue of 215 million new ordinary shares in the Company. In addition the Company agreed to advance to Lefever an amount of US$100 million by way of loan to enable Lefever to comply with its contractual obligations to the Government of the Republic of Zimbabwe. Repayment to Lefever is to be made from the Zimbabwe Mineral Development Corporation's 40% share of dividends from Todal.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
29. Share capital and premium (continued)
e) On 14 April 2008, the Company entered into a share sale and purchase agreement to acquire 7,125,000 shares in Copper Resources Corporation ('CRC') for £13,110,000.
On 15 April 2008, the Company entered into a share sale and purchase agreement to acquire 11,027,500 shares in CRC, the consideration for which was satisfied by the allotment, in aggregate of 35,784,237 new ordinary shares of 0.1p in the Company. These new ordinary shares were allotted on 25 April 2008.
f) On 30 April 2008, the Company entered into a sale and purchase agreement to purchase 22,320,333 shares in CRC at a price of 200p per share, the consideration for which was satisfied by the allotment of 75,984,114 new ordinary shares of 0.1p in the Company at an effective issue price of 47p each and the payment of a cash consideration of £8,928,132. These new ordinary shares were allotted by the Company on 13 May 2008.
g) On 23 October 2008, the Company purchased a 50% shareholding in Societe Miniere of Kabolela and Kipese sprl, the consideration of which was satisfied by the allotment and issue of 230,978,260 new ordinary shares.
Share options and warrants
At 31 March 2009 the following share options over ordinary shares of the Company had been granted and not exercised:
|
Date of grant
|
Number of shares
|
Exercise price
|
Option exercise period
|
|
|
|
|
|
|
23 May 2003
|
3,200,000
|
2p
|
23 May 2005 to 22 May 2010
|
|
19 October 2005
|
7,500,000
|
10p
|
19 October 2006 to 19 October 2011
|
|
19 October 2005 (a)
|
3,000,000
|
10p
|
19 October 2006 to 19 October 2014
|
|
16 May 2007 (b)
|
5,000,000
|
50p
|
16 May 2008 to 15 May 2017
|
|
3 September 2007 (c)
|
4,000,000
|
57p
|
3 September 2008 to 3 September 2017
|
|
1 November 2007
|
1,000,000
|
40p
|
1 November 2007 to 31 October 2012
|
|
21 April 2008 (d)
|
3,000,000
|
48.5p
|
21 April 2009 to 21 April 2016
|
|
1 June 2008 (e)
|
3,000,000
|
44p
|
1 June 2009 to 31 May 2016
|
|
23 September 2008
|
500,000
|
30p
|
23 September 2008 - 23 September 2013
|
|
9 January 2009
|
7,000,000
|
3p
|
9 January 2010 to 8 January 2014
|
(a) Option period extended by 3 years to 2014 on 9th January 2009
(b) Exercisable as follows:
|
- 1,000,000 of 50p exercisable from 16 May 2008 until 15 May 2013
|
|
- 1,000,000 of 50p exercisable from 16 May 2009 until 15 May 2014
|
|
- 500,000 of 50p exercisable from 16 May 2010 until 15 May 2015
|
|
- 500,000 of 50p exercisable from the latter of 16 May 2010 or when the share price first reaches £1.00 until 5 years later
|
|
- 1,000,000 of 50p exercisable from the latter of 16 May 2011 or when the share price first reaches £1.00 until 5 years later
|
|
- 1,000,000 of 50p exercisable from the latter of 16 May 2012 or when the share price first reaches £1.00 until 5 years later
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
29. Share capital and premium (continued)
(c) Exercisable as follows:
|
- 800,000 of 57p exercisable from 3 September 2008 until 3 September 2013
|
|
- 800,000 of 57p exercisable from 3 September 2009 until 3 September 2014
|
|
- 400,000 of 57p exercisable from 3 September 2010 until 3 September 2015
|
|
- 400,000 of 57p exercisable from the latter of 3 September 2010 or when the share price first reaches £1.14 until 5 years later
|
|
- 800,000 of 57p exercisable from the latter of 3 September 2011 or when the share price first reaches £1.14 until 5 years later
|
|
- 800,000 of 57p exercisable from the latter of 3 September 2012 or when the share price first reaches £1.14 until 5 years later
|
(d) Exercisable as follows:
|
- 1,000,000 of 48.5p exercisable from 21 April 2009 until 20 April 2014
|
|
- 1,000,000 of 48.5p exercisable from 21 April 2010 until 20 April 2015
|
|
- 1,000,000 of 48.5p exercisable from 21 April 2011 until 20 April 2016
|
(e) Exercisable as follows:
|
- 1,000,000 of 44p exercisable from 1 June 2009 until 31 May 2014
|
|
- 1,000,000 of 44p exercisable from 1 June 2010 until 31 May 2015
|
|
- 1,000,000 of 44p exercisable from 1 June 2010 until 31 May 2016
|
At 31 March 2009 the following warrants over ordinary shares of the Company had been granted and not exercised:
|
Date of grant
|
Number of shares
|
Exercise price
|
Warrant exercise period
|
|
16 January 2006
|
1,000,000
|
17p
|
16 January 2006 to 16 January 2011
|
|
7 February 2006
|
2,000,000
|
30p
|
7 February 2006 to 7 February 2011
|
|
16 April 2007 (a)
|
300,000
|
3p
|
16 April 2007 to 19 October 2010
|
|
15 June 2007
|
9,000,000
|
55p
|
15 June 2007 to 15 June 2010
|
|
13 February 2008
|
1,000,000
|
58p
|
25 January 2008 to 24 January 2013
|
|
9 January 2009
|
16,500,000
|
3p
|
9 January 2009 to 16 January 2011
|
(a) Amended from 10p on 9 January 2009.
30. Share premium
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
1 April 2008
|
542,099
|
|
434,299
|
|
Premium on shares issued during the year
|
1,209,054
|
|
107,871
|
|
Share issue costs
|
(2,049)
|
|
(71)
|
|
31 March 2009
|
1,749,104
|
|
542,099
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
31. Fair value reserve
|
Available-for-sale investments
|
|
$'000
|
|
|
|
|
|
1 April 2007
|
|
55,624
|
|
Released on disposal of available-for-sale investments
|
|
(65,208)
|
|
Increase in fair value of available-for-sale investments
|
|
31,898
|
|
Net movement in deferred tax liability and remeasurement for change in UK tax rate
|
|
10,826
|
|
Exchange rate adjustment
|
|
1,492
|
|
1 April 2008
|
|
34,632
|
|
Released on disposal of available-for-sale investments
|
|
32,745
|
|
Decrease in fair value of available-for-sale investments
|
|
(58,549)
|
|
Net movement in deferred tax liability
|
|
(15,212)
|
|
Exchange rate adjustment on movement in deferred tax liability
|
|
1,812
|
|
31 March 2009
|
|
(4,572)
|
32. Translation reserve
|
|
|
$'000
|
|
|
|
|
|
1 April 2007
|
|
18,177
|
|
Exchange difference on overseas operations
|
|
(36)
|
|
1 April 2008
|
|
18,141
|
|
Exchange difference on overseas operations
|
|
(171,866)
|
|
31 March 2009
|
|
(153,725)
|
33. Share based payment reserve
|
|
|
$'000
|
|
|
|
|
|
1 April 2007
|
|
1,096
|
|
Share based payment expense
|
|
5,272
|
|
1 April 2008
|
|
6,368
|
|
Share based payment expense
|
|
3,336
|
|
31 March 2009
|
|
9,704
|
34. Retained earnings
|
|
|
$'000
|
|
|
|
|
|
1 April 2007
|
|
25,726
|
|
Net profit for the year
|
|
74,985
|
|
1 April 2008
|
|
100,711
|
|
Net loss for the year
|
|
(343,067)
|
|
31 March 2009
|
|
(242,356)
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
35. Capital commitments and other contractual arrangements
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Capital expenditure contracted for but not provided in the financial statements
|
22,797
|
|
21,087
|
Included in the number above, the Group is committed under a subsoil licence to certain future expenditures including minimum work programmes and training of local personnel. The Group's commitment remaining under its subsoil licences as at 31 March 2009 totalled $12.1 million (2008: $14.3 million).
36. Contingent liabilities
(a) Litigation with Metorex Limited ('Metorex')
Subsequent to the year end, on 28 April 2009, Metorex Limited issued proceedings against the Company in the High Court of Justice in the British Virgin Islands. An amended Claim Form, joining Computershare Company Nominees Limited as a party to the proceedings, was issued on 20 May 2009. The proceedings relate to the Company's acquisition of shares in Copper Resources Corporation during 2008, and Metorex are claiming damages of approximately £86.4 million. Leading Counsel in London (who is also a member of the BVI bar) has advised that the claim can be successfully resisted and the Company is confident of a successful outcome.
(b) Dispute with BGP Kenya Limited ('BGP')
A demand for payment has been made by BGP for payment of US$3,666,234 under a contract between CAMEC Kenya Limited ('CAMEC Kenya') and BGP. The Company is the guarantor under the contract. Both the Company and CAMEC Kenya are disputing this claim.
37. Operating lease arrangements
The Group as a lessee:
Non-cancellable operating lease rentals are payable as follows:
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Less than one year
|
311
|
|
742
|
|
Between one and five years
|
3
|
|
2,286
|
|
After five years
|
-
|
|
838
|
|
|
314
|
|
3,866
|
Operating lease payments represent rentals payable by the Group for certain of its office properties. Leases are negotiated for an average term of five years and rentals are fixed for an average of three years.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
38. Share based payments
Equity - settled share option plan
The Group plan provides for a grant price equal to the average quoted market price of the Company shares on the date of grant. The vesting period is generally 1 year. If options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options may be forfeited if the employee leaves the Group before the options vest.
|
|
2009
Options Number
|
Weighted average exercise price
|
2008
Options Number
|
Weighted average exercise price
|
|
|
|
|
|
|
|
Outstanding at 1 April
|
24,400,000
|
25.92p
|
14,850,000
|
7.90p
|
|
Granted during the year
|
13,500,000
|
23.22p
|
10,000,000
|
51.80p
|
|
Exercised during the year
|
(500,000)
|
6.80p
|
(450,000)
|
6.44p
|
|
Outstanding at 31 March
|
37,400,000
|
25.20p
|
24,400,000
|
25.92p
|
|
|
|
|
|
|
|
Exercisable at 31 March
|
17,300,000
|
15.18p
|
15,100,000
|
10.19p
|
The weighted average share price at the date of exercise for share options exercised during the year was 6.80p (2008: 6.44p). The options outstanding at 31 March 2009 had a weighted average exercise price of 25.20p (2008: 25.92p) and a weighted average remaining contractual life of 3.41 years (2008: 3.96 years).
The weighted average fair value of options granted in the year using a combination of the Black-Scholes and Binomial option pricing models was 18.00p (2008: 23.42p). The inputs into the Black-Scholes and Binomial models are as follows:
|
|
2009
|
|
2008
|
|
|
|
|
|
|
Weighted average price
|
25.68p
|
|
41.48p
|
|
Weighted average exercise price
|
23.07p
|
|
50.68p
|
|
Expected volatility
|
32.21%
|
|
66.76%
|
|
Expected life
|
5.0 years
|
|
5.0 years
|
|
Risk free rate
|
2.54%
|
|
5.50%
|
|
Expected dividends
|
Nil
|
|
Nil
|
Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous 1.5 years. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
38. Share based payments (continued)
Equity - settled warrants
The Group grants warrants to certain suppliers of services for a grant price equal to the average quoted market price of the Group shares on the date of grant. The vesting period is generally 1 year. If warrants remain unexercised after a period of 5 years from the date of grant, the warrants expire.
|
|
2009
Warrants Number
|
Weighted average exercise price
|
2008
Warrants Number
|
Weighted average exercise price
|
|
|
|
|
|
|
|
Outstanding at 1 April
|
13,500,000
|
46.07p
|
4,000,000
|
23.50p
|
|
Granted during the year
|
19,000,000
|
3.18p
|
10,500,000
|
53.14p
|
|
Exercised during the year
|
(700,000)
|
10.00p
|
(1,000,000)
|
30.00p
|
|
Outstanding and exercisable at 31 March
|
31,800,000
|
21.58p
|
13,500,000
|
46.07p
|
|
|
|
|
|
|
The weighted average share price at the date of exercise for share warrants exercised during the year was 10.00p (2008: 30.00p). The warrants outstanding at 31 March 2009 had a weighted average exercise price of 21.58p (2008: 46.07p) and a weighted average remaining contractual life of 1.59 years (2008: 2.44years).
The weighted average fair value of warrants granted in the year using a combination of the Black-Scholes and Modified Binomial option pricing models was 2.23p (2008: 17.80p). The inputs into the Black-Scholes and Modified Binomial models are as follows:
|
|
2009
|
|
2008
|
|
|
|
|
|
|
Weighted average price
|
3.79p
|
|
54.05p
|
|
Weighted average exercise price
|
3.18p
|
|
53.14p
|
|
Expected volatility
|
16.40%
|
|
60.00%
|
|
Expected life
|
5.0 years
|
|
5.0 years
|
|
Risk free rate
|
2.54%
|
|
5.50%
|
|
Expected dividends
|
Nil
|
|
Nil
|
Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous 1.5 years. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
39. Related party disclosures
PH Edmonds and AS Groves, directors of the Company, are also directors and shareholders of African Medical Investments Plc, BioEnergy Africa Limited and Agriterra Limited (formerly known as White Nile Limited). Related party transactions are entered into on an arm's length basis. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.
During the year the Group provided these companies with working capital loans as follows:
|
|
2009
$'000
|
|
2008
$'000
|
|
Working capital loans provided to related parties during the year:
|
|
|
|
|
Agriterra Limited
|
5,751
|
|
85
|
|
African Medical Investments Plc
|
101
|
|
-
|
|
BioEnergy Africa Limited
|
9,174
|
|
-
|
|
|
15,026
|
|
85
|
|
|
|
|
|
|
|
2009
$'000
|
|
2008
$'000
|
|
Balances owed by related parties at the end of the financial year
|
|
|
|
|
Agriterra Limited
|
40
|
|
66
|
|
African Medical Investments Plc
|
39
|
|
-
|
|
BioEnergy Africa Limited
|
62
|
|
-
|
|
|
141
|
|
66
|
BioEnergy Africa Limited
On 15 July 2008 the Company disposed its 50% holding of Procana Limitada ('Procana') to BioEnergy Africa Limited through a share exchange agreement. The acquisition was settled by the issue of 98,500,000 Ordinary Shares in BioEnergy Africa Limited ('BioEnergy Africa') to the Company on 12 August 2008.
On 8 August 2008 the Company entered into an agreement with BioEnergy Africa in which the Company agreed to provide administrative and support services to BioEnergy Africa on an ad hoc basis. Such services included but were not limited to the provision of financial reporting and accounting services. In consideration for the provision of these services, BioEnergy Africa agreed to pay the Company £10,000 per annum, payable quarterly in advance.
On 11 August 2008 Procana entered into a working capital loan agreement with the Company. On 26 August 2008 Procana entered into a further working capital loan agreement with the Company which superceded and replaced the agreement dated 11 August 2008. Under the terms of the working capital loan agreement, the Company agreed to make available to Procana a facility of up to US$22 million. During the period the outstanding amounts were repaid and the facility was withdrawn.
On 11 August 2008 Procana also entered into a working capital loan agreement with Exploracoes Minerias de Mocambique Limitada ('EMM'), a group company. Under the terms of this agreement EMM has agreed to make available to Procana a facility of up to US$500,000. During the period the outstanding amounts were repaid and the facility was withdrawn.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
39. Related party disclosures (continued)
Agriterra Limited
On 22 December 2008 the Company entered into an agreement with Agriterra Limited ('Agriterra') pursuant to which the Company agreed to provide administrative and support services to Agriterra on an ad hoc basis. Such services include, but are not limited to, the provision of financial reporting and accounting services. In consideration for the provision of the services by the Company, Agriterra agreed to pay the Company £100,000 per annum, payable quarterly in advance.
On 23 December 2008 Agriterra and its wholly owned subsidiary, Agriterra (Mozambique) Limited entered into an acquisition agreement with the Company pursuant to which it was agreed, subject to the satisfaction of certain conditions precedent, including the terms of the acquisition being approved by the shareholders of Agriterra, that:
-
Agriterra (Mozambique) Limited would acquire 75% of the issued share capital of each of Desenvolvimento e Comercializacao Agricola Limitada, Compagri Limitada and Mozbife Limitada held by the Company
-
Agriterra would acquire loans of US$21.5 million due from Desenvolvimento e Comercializacao Agricola Limitada, Compagri Limitada and Mozbife Limitada to the Company
for an aggregate consideration of US$17 million, to be satisfied by the issue and allotment of 200,000,000 shares in Agriterra to the Company, and the payment to the Company of US$2 million. The conditions precedent were satisfied and the acquisition was completed on 5 February 2009.
African Medical Investments Plc
On 23 June 2008 the Company entered into an agreement with African Medical Investments Plc ('AMI') pursuant to which the Company agreed to provide administrative and support services to AMI on an ad hoc basis. Such services included, but were not limited to, the provision of financial reporting and accounting services. In consideration for the provision of the services by the Company, AMI agreed to pay the Company £10,000 per annum, payable quarterly in advance.
This agreement was amended by a letter dated 19 November 2008 further to which it was agreed that the Company would second a member of staff to AMI for at least nine months. In addition, the annual fee payable to the Company was increased to £100,000 (exclusive of VAT).
Mayfair UK (Properties) Limited
The Company's offices are at 18 Park Street, London W1K 2HQ. These premises are rented by the Company from Mayfair UK (Properties) Limited ('Mayfair'), a company controlled by PH Edmonds and AS Groves, directors of the Company. The Company paid $524,068 (2008: $691,874) in respect of rent in the year. Mayfair holds a five year lease in the premises and has granted the Company a sub-lease at the same rent as paid by Mayfair. There was no balance payable at the year end.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
39. Related party disclosures (continued)
Remuneration of key management personnel
The remuneration of the directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures'. Further information about the remuneration of individual directors is provided in the Directors' Remuneration Report on pages 24 to 25.
|
|
2009
|
|
2008
|
|
|
$'000
|
|
$'000
|
|
|
|
|
|
|
Short-term employee benefits
|
1,810
|
|
1,904
|
|
Post-employment benefits
|
-
|
|
104
|
|
Share-based payment charge
|
1,660
|
|
1,277
|
|
|
3,470
|
|
3,285
|
40. Post balance sheet events
Grant and exercise of options and warrants
On 14 April 2009, the Company announced that on 9 April 2009 it granted over 4,000,000 new options to AR Burns at an exercise price of 6p per share and over 3,000,000 new options to GB Thompson at an exercise price of 6p per share. These options will vest on the first anniversary of the date of issue and will thereafter be excisable at anytime until 9 April 2014.
On 9 July 2009, 12,100,000 new ordinary shares in the Company were issued pursuant to the exercise of options and warrants.
On 3 September 2009, 6,437,000 new ordinary shares in the Company were issued pursuant to the exercise of options and warrants.
On 18 September 2009, 700,000 new ordinary shares in the Company were issued pursuant to the exercise of options and warrants.
Shareholdings in related parties
During the period from 23 March 2009 to 29 June 2009, the Company disposed of all but 1.44 million shares held in Agriterra Limited.
During the period from 22 May 2009 to 9 July 2009, the Company disposed of all its shares held in BioEnergy Africa Limited.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
40. Post balance sheet events (continued)
Completion of acquisitions of South African Fluorspar projects
On 4 September 2009, the Company announced that it had finalised the acquisition of 51% of the shares in SA Fluorite (Proprietary) Limited ('SA Fluorite') following positive results from a recent scoping study and has acquired a 74% interest in Southern Palace Investments 398 (Proprietary) Limited ('Southern Palace').
With regard to the purchase of the interest in SA Fluorite, the terms of the original agreement of April 2006 were varied so that the deferred consideration was satisfied by the issue of 12,602,880 new ordinary shares in the Company and by the payment of US$250,000 in cash on 9 September 2009.
The consideration for the acquisition of the interest in Southern Palace was US$7 million which was satisfied by the issue of 36,008,230 new ordinary shares in the Company on 9 September 2009.
Recommended cash offer by Eurasian Natural Resources Corporation ('ENRC') for the Company
On 18 September 2009, the Company announced a recommended takeover offer made by ENRC. It is anticipated that the offer document will be posted to shareholder on or around 5 October 2009.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
COMPANY BALANCE SHEET
As at 31 March 2009
|
|
|
|
2009
|
|
2008
|
|
|
Note
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
FIXED ASSETS
|
|
|
|
|
|
|
Tangible assets
|
42
|
|
185
|
|
194
|
|
Investments
|
43
|
|
776,725
|
|
630,502
|
|
Deferred tax asset
|
49
|
|
24
|
|
66
|
|
|
|
|
776,934
|
|
630,762
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
Debtors:
|
|
|
|
|
|
|
- amounts falling due within one year
|
44
|
|
1,565
|
|
23,197
|
|
- amounts falling due after one year
|
44
|
|
12,177
|
|
-
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
6,099
|
|
10,436
|
|
Cash in escrow
|
|
|
-
|
|
37,500
|
|
|
|
|
19,841
|
|
71,133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDITORS: Amounts falling due within one year
|
45
|
|
(14,386)
|
|
(20,359)
|
|
|
|
|
|
|
|
|
NET CURRENT ASSETS
|
|
|
5,455
|
|
50,774
|
|
|
|
|
|
|
|
|
TOTAL ASSETS LESS CURRENT LIABILITIES
|
|
|
782,389
|
|
681,536
|
|
|
|
|
|
|
|
|
PROVISIONS FOR LIABILITIES
|
46
|
|
(1,607)
|
|
(1,106)
|
|
|
|
|
|
|
|
|
NET ASSETS
|
|
|
780,782
|
|
680,430
|
|
|
|
|
|
|
|
|
CAPITAL AND RESERVES
|
|
|
|
|
|
|
Called up share capital
|
50
|
|
2,804
|
|
1,230
|
|
Shares to be issued
|
50
|
|
-
|
|
363,500
|
|
Share premium account
|
50,51
|
|
893,713
|
|
283,951
|
|
Share option reserve
|
|
|
5,456
|
|
3,203
|
|
Profit and loss account
|
47
|
|
(121,191)
|
|
28,546
|
|
EQUITY SHAREHOLDERS' FUNDS
|
|
|
780,782
|
|
680,430
|
|
|
|
|
|
|
|
The financial statements were authorised for issue and approved by the Board of Directors on 24 September 2009
|
PH Edmonds
|
A Burns
|
|
Chairman
|
Chief Financial Officer
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
Accounting policies of the Company
Basis of accounting
The separate financial statements of the Company are presented as required by the Companies Act 1985. They have been prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards.
The principal accounting policies are summarised below. The accounting policies of the Company, where applicable, are consistent with those of the Group as described in note 2 unless otherwise noted below. They have been applied consistently throughout the year and the preceding year.
Investments
Investments are stated at cost. Provision is made for any impairment in the value of investments.
41. Profit for the year
As permitted by section 230 of the Companies Act 1985 the Company has elected not to present its own profit and loss account for the year. The Company reported a loss for the financial year ended 31 March 2009 of £149,737,000 (2008: profit £24,485,000).
There are no other historical profits or losses other than those above.
The auditors' remuneration for audit and other services is disclosed in note 8 to the consolidated financial statements.
42. Tangible assets
|
|
Office furniture & equipment
|
|
|
£'000
|
|
COST
|
|
|
1 April 2008
|
260
|
|
Additions
|
47
|
|
Disposals
|
-
|
|
31 March 2009
|
307
|
|
|
|
|
DEPRECIATION
|
|
|
1 April 2008
|
66
|
|
Charge for the year
|
56
|
|
Disposals
|
-
|
|
31 March 2009
|
122
|
|
|
|
|
Net book value
|
|
|
31 March 2009
|
185
|
|
31 March 2008
|
194
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
43. Investments
|
|
Loans to subsidiary undertakings
|
Shares in subsidiary undertakings
|
Shares in associate undertakings
|
Listed investments
|
Unlisted investments
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
COST
|
|
|
|
|
|
|
|
1 April 2008
|
170,174
|
423,865
|
-
|
38,108
|
7,645
|
639,792
|
|
Additions
|
41,778
|
168,897
|
17,366
|
81,816
|
2,473
|
312,330
|
|
Transfer
|
51,295
|
(51,295)
|
-
|
-
|
-
|
-
|
|
Disposals
|
(11,103)
|
(2,517)
|
-
|
(31,727)
|
(69)
|
(45,416)
|
|
31 March 2009
|
252,144
|
538,950
|
17,366
|
88,197
|
10,049
|
906,706
|
|
|
|
|
|
|
|
|
|
PROVISION FOR DIMINUTION IN VALUE
|
|
|
|
|
|
|
|
1 April 2008
|
6,547
|
2,743
|
-
|
-
|
-
|
9,290
|
|
Provision charges
|
22,791
|
7,932
|
-
|
82,389
|
7,579
|
120,691
|
|
31 March 2009
|
29,338
|
10,675
|
-
|
82,389
|
7,579
|
129,981
|
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
|
31 March 2009
|
222,806
|
528,275
|
17,366
|
5,808
|
2,470
|
776,725
|
|
31 March 2008
|
163,627
|
421,122
|
-
|
38,108
|
7,645
|
630,502
|
Refer note 6 (G) for details of the impairment charged on the Company's listed investments.
44. Debtors
|
|
2009
|
|
2008
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Due within one year:
|
|
|
|
|
Loan
|
99
|
|
591
|
|
Other debtors
|
1,392
|
|
22,594
|
|
Prepayments and accrued income
|
74
|
|
12
|
|
|
1,565
|
|
23,197
|
|
Due after one year:
|
|
|
|
|
Interest bearing loan to a third party
|
12,177
|
|
-
|
|
|
12,177
|
|
-
|
Included in other debtors is £1,134,000 (2008: £1,128,000) representing the Company's USD deposit with a bank on behalf of a subsidiary company to guarantee a subsoil licence.
Interest on long-term loan is receivable at LIBOR + 2% and repayment is not anticipated within a 12 month period from the balance sheet date.
45. Creditors
|
|
2009
|
|
2008
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Due within one year:
|
|
|
|
|
Trade creditors
|
221
|
|
235
|
|
Amounts owed to group undertakings
|
70
|
|
6,592
|
|
UK corporation tax
|
13,713
|
|
12,612
|
|
Other creditors
|
-
|
|
66
|
|
Accruals and deferred income
|
382
|
|
854
|
|
|
14,386
|
|
20,354
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
46. Provision for liabilities
|
|
|
|
|
|
Deferred purchase consideration
|
|
|
|
|
|
|
£'000
|
|
|
|
|
|
|
|
|
1 April 2008
|
|
|
|
|
1,106
|
|
Unwinding of discount
|
|
|
|
|
51
|
|
Exchange rate adjustment
|
|
|
|
|
450
|
|
31 March 2009
|
|
|
|
|
1,607
|
The liability in respect of the deferred purchase consideration represents deferred purchase consideration on the acquisition of SA Fluorite (Pty) Limited which is payable after the exploration project in this company achieves a bankable feasibility study (note 40).
47. Profit and loss account
|
|
|
|
|
|
£'000
|
|
|
|
|
|
|
|
|
1 April 2008
|
|
|
|
|
28,546
|
|
Loss for the year
|
|
|
|
|
(149,737)
|
|
31 March 2009
|
|
|
|
|
(121,191)
|
In accordance with section 230 of the Companies Act 1985, the Company has not presented its own profit and loss account.
48. Operating lease arrangements
Annual commitments in respect of non-cancellable operating lease rentals for land and buildings expiring as follows:
|
|
2009
|
|
2008
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
Less than one year
|
145
|
|
291
|
|
Between one and five years
|
-
|
|
245
|
|
After five years
|
-
|
|
-
|
|
|
145
|
|
536
|
49. Deferred tax assets and liabilities
The gross movement in the deferred income tax account is as follows:
|
|
2009
|
|
2008
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
1 April 2008
|
(66)
|
|
-
|
|
Income statement charge/(credit)
|
42
|
|
(66)
|
|
31 March 2009
|
(24)
|
|
(66)
|
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
49. Deferred tax assets and liabilities (continued)
The movement in deferred income taxes and liabilities during the year is as follows:
|
|
Deferred Tax Liabilities
|
|
Deferred Tax Assets
|
|
|
Accelerated Capital Allowances
|
|
Other
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
1 April 2007
|
-
|
|
-
|
|
Charged/(credited) to income statement
|
4
|
|
(70)
|
|
At 1 April 2008
|
4
|
|
(70)
|
|
Charged/(credited) to income statement
|
1
|
|
41
|
|
31 March 2009
|
5
|
|
(29)
|
|
|
|
|
|
50. Share capital and premium
|
Group and Company
|
Number of shares
|
Ordinary Shares
|
Share Premium
|
Shares to be issued
|
Total
|
|
|
(thousands)
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
1 April 2007
|
1,128,333
|
1,128
|
229,500
|
-
|
230,628
|
|
Options and warrants exercised
|
1,750
|
2
|
203
|
|
205
|
|
Acquisition of Omega shares
|
9,480
|
10
|
5,308
|
|
5,318
|
|
Acquisition of Katanga shares
|
90,375
|
90
|
48,976
|
|
49,066
|
|
Assets acquired (effective 1 February, 2008)
|
-
|
-
|
-
|
326,000
|
326,000
|
|
Share application funds received
|
-
|
-
|
(36)
|
37,500
|
37,464
|
|
31 March 2008
|
1,229,938
|
1,230
|
283,951
|
363,500
|
648,681
|
|
|
|
|
|
|
|
|
Assets acquired (effective 1 February 2008) (a)
|
815,000
|
815
|
325,185
|
(326,000)
|
-
|
|
Shares issued to fund group activities in Africa (b)
|
150,000
|
150
|
73,781
|
(37,500)
|
36,431
|
|
Shares issued to fund group activities in Africa (b)
|
50,000
|
50
|
24,950
|
-
|
25,000
|
|
Options and warrants exercised (c)
|
1,100
|
1
|
93
|
-
|
94
|
|
Acquisition of Lefever Finance Limited (d)
|
215,000
|
215
|
114,810
|
-
|
115,025
|
|
Acquisition of Copper Resources Corporation Shares (e)
|
35,785
|
36
|
18,214
|
-
|
18,250
|
|
Acquisition of Copper Resources Corporation Shares (f)
|
75,984
|
76
|
35,637
|
-
|
35,713
|
|
Acquisition of Societe Miniere of Kabolela and Kipese sprl shares (g)
|
230,978
|
231
|
17,092
|
-
|
17,323
|
|
31 March 2009
|
2,803,785
|
2,804
|
893,713
|
-
|
896,517
|
Details of the share issues (a) to (g) are noted in note 29.
CENTRAL AFRICAN MINING & EXPLORATION COMPANY PLC
51. Share premium
|
|
2009
|
|
2008
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
1 April 2008
|
283,951
|
|
229,500
|
|
Premium on shares issued during the year
|
610,831
|
|
54,490
|
|
Share issue costs
|
(1,069)
|
|
(39)
|
|
31 March 2009
|
893,713
|
|
283,951
|
52. Reconciliation of movement in shareholders' funds
|
|
|
2009
|
|
2008
|
|
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
(Loss)/profit for the year
|
|
(149,737)
|
|
24,485
|
|
Issue of shares
|
|
248,905
|
|
54,592
|
|
Issue costs
|
|
(1,069)
|
|
(39)
|
|
Shares to be issued
|
|
-
|
|
363,500
|
|
Share option charge
|
|
2,253
|
|
2,626
|
|
|
|
|
|
|
|
Net addition to shareholders' funds
|
|
100,352
|
|
445,164
|
|
Opening shareholders' funds
|
|
680,430
|
|
235,266
|
|
Closing shareholders' funds
|
|
780,782
|
|
680,430
|
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SELFDLSUSEEU