| Mon 21 Dec 2009, 17:19 | | TBX - Thabex Limited - Provisional Summarised Audited Group Results For The |
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TBX
TBX
TBX - Thabex Limited - Provisional Summarised Audited Group Results For The
Year Ended 28 February 2009, Pro Forma Effects On Disposal Of An Interest In
Angel Diamonds (Pty) Ltd And Withdrawal Of Cautionary Announcement
THABEX LIMITED
("Thabex" or "the Company" or "the Group")
Registration No 1988/000763/06
(Incorporated in the Republic of South Africa)
JSE share code: TBX
ISIN Code: ZAE000013686
Young Lions Exploring Africa
PROVISIONAL SUMMARISED AUDITED GROUP RESULTS FOR THE YEAR ENDED 28 FEBRUARY
2009, PRO FORMA EFFECTS ON DISPOSAL OF AN INTEREST IN ANGEL DIAMONDS (PTY) LTD
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
SUMMARISED CONSOLIDATED BALANCE SHEET Year Year
ended ended
28 29
February February
2 009 2 008
Audited Audited
Notes R`000 R`000
Assets
Non-current assets 19 403 16 505
Plant and equipment 5 164 4 637
Exploration and evaluation assets 1 14 239 11 868
Current assets 1 853 2 249
Inventories 1 215 1 276
Short-term trading investments 65 273
Trade and other receivables 493 344
Short-term loans - 122
Cash and cash equivalents 80 234
Total assets 21 256 18 754
Equity and liabilities
Capital and reserves 9 478 15 516
Share capital 2 2 279 2 101
Share premium 27 260 24 665
Accumulated loss (20 061) (11 250)
Non-current liabilities 3 1 968 -
Current liabilities 9 810 3 238
Bank overdraft 32 371
Trade and other payables 3 029 1 999
Short-term loans 4 5 877 243
Taxation payable 872 625
Total equity and liabilities 21 256 18 754
Shares in issue 22 786 21 006
887 887
Net asset value per share (cents) 41.59 73.86
Net tangible asset value per share (cents) (20.90) 17.36
SUMMARISED CONSOLIDATED INCOME STATEMENT
Revenue 282 430
Cost of sales (301) (394)
Gross (loss)/profit (19) 36
Other operating income 1 070 1 358
Administration expenses (1 291) (1 265)
Other operating expenses (8 028) (7 914)
Operating loss (8 268) (7 785)
Finance income 5 125
Finance expenses (548) (134)
Loss before taxation (8 811) (7 794)
Taxation - -
Loss for the year (8 811) (7 794)
Attributable to:
Equity holders of Thabex (8 811) (7 794)
Minority interest - -
Weighted average number of shares in issue 21 930 19 247
394 324
Basic loss per share (cents) (40.18) (40.49)
Diluted loss per share (cents) (40.18) (40.49)
Headline loss per share (cents) (41.76) (45.69)
Diluted headline loss per share (cents) (41.76) (45.69)
Reconciliation between loss and
headline loss
Loss attributable to ordinary shareholders (8 811) (7 794)
Profit on disposal of unlisted investment (500) -
Impairment of unlisted investments 103 -
Loss on disposal of plant and equipment 49 -
Disposal of interest in subsidiary - (1 000)
Headline loss 5 (9 159) (8 794)
SUMMARISED CONSOLIDATED CASHFLOW STATEMENT
Net cash outflow from operating activities (533) (2 481)
Net cash (outflow)/inflow from investing (59) 1 389
activities
Net cash in/(out) flow from financing 777 (58)
activities
Increase/(decrease) in cash and cash 185 (1 150)
equivalents
Cash at beginning of period (137) 1 013
Cash at end of period 48 (137)
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Share Capital 2 279 2 101
Issue of ordinary shares 178 400
Share capital at the beginning of the year 2 101 1 701
Share Premium 27 260 24 665
Share premium on issue of ordinary shares 2 602 7 520
Share issue expenses (7) (58)
Share premium at the beginning of the year 24 665 17 203
Accumulated Loss at end of the year (20 061) (11 250)
Loss for the year (8 811) (7 794)
Accumulated Loss at the beginning of the year (11 250) (3 456)
Fair value reserve at end of year - -
Change in fair value of available for sale 500 -
financial instrument
Fair value reserve recycled through the (500) -
income statement
Notes:
1. The increase in exploration and evaluation assets arises from the
acquisition of Monastery Mine (Pty) Ltd ("Monastery Mine").
2. On 25 April 2008 Thabex issued 1 million ordinary shares at 200
cents per share for the acquisition of Monastery Mine and on 23
January 2009, 780 000 ordinary shares at 100 cents per share for
cash.
3. The long term loan from Monastery Holdings (Pty) Ltd of R1 968 000
arose from the acquisition of Monastery Mine. This loan from
Monastery Holdings (Pty) Ltd bears interest at 6% below prime and
will become repayable once mine development commences. The interest
on this loan resulted in an increase in the loss per share and in
the headline loss per share of 0.76 cents.
4. Short term loans increased from R0,24 million in 2008 to R5.88
million and include short term loans from shareholders (R2.25
million), directors (R0.97 million) and other investors (R0. 34
million). Mantle Diamonds spent R8.30 million on the Angel Diamonds
Kolo Kimberlite Project. R2.49 million of this amount is recognised
as a short term loan at year end (R1.70 million as a prepayment for
the purchase of 13.33% of Thabex`s shareholding in Angel Diamonds, a
foreign exchange loss of R0.29 million on this amount, and R0.50
million as a loan account to Angel Diamonds, respectively). The
balance of the Mantle Diamonds expenditure was spent entirely at
Mantle Diamonds` risk (refer to the contingent liability paragraph).
5. The increase in short term loans did not influence the loss or
headline loss of the Group as these loans did not bear interest and
had no fixed period of repayment.
Review of results
Operating results
The Group incurred a loss for the year of R8 811 068 (2008 : loss of R7 793
583). The headline loss per share decreased from 45.69 cents to 41.76 cents
and the net asset value of the Group decreased from 73.86 cents per share in
2008 to 41.59 cents per share.
Going concern
The Group incurred a net loss of R8 811 068 (2008 : loss of R7 793 583) for
the year ended 28 February 2009 . At that date, the Group`s current
liabilities exceeded its current assets by R7 957 197 (2008: current
liabilities exceeded current assets by R989 556).
The board has considered the ability of the Company and its subsidiaries to
continue as going concerns and based on reasonable and supportable
assumptions, have concluded that the forecast levels of production and the
future benefits of the continuing prospecting operations of Angel Diamonds
(Pty) Limited, a subsidiary, will produce sufficient cash flows to allow the
Company and its subsidiaries to meet their obligations in the normal course of
business for the foreseeable future.
Should the operations of the subsidiary fail to achieve forecast cash flows,
there will be a material uncertainty that may cast doubt on the ability of the
Company and its subsidiaries to continue as going concerns. The cash flow
assumptions are based on a production rate of 10 000 tons per month at an
average grade of 14.1cpht and a modelled rough diamond price of US$155/ct and
an exchange rate of R/US$7,50.
Basis of preparation
The consolidated condensed financial results of the Thabex Group have been
prepared in accordance with the recognition and measurement requirements of
International Financial Reporting Standards which includes IAS 34 and the
Companies Act of South Africa.
Significant accounting policies
The accounting policies applied by the Group in the audited results are the
same as those applied by the Group in the most recent annual financial
statements as at and for the year ended 29 February 2008.
Dividends
No dividend has been declared in the current year (2008 : nil).
Contingent liability
During the year under review Mantle Diamonds spent R8.30 million on the Angel
Diamonds Kolo Kimberlite Project. R2.49 million of this amount is recognised
as a short term loan account from Mantle Diamonds to the Group at year end
(R1.70 million as prepayment for a 13.33% shareholding in Angel Diamonds,
excluding a foreign exchange loss of R0.29 million, and R0.50 million as a
loan account to Angel Diamonds, respectively). The balance of R5.81 million of
the Mantle Diamonds expenditure was spent entirely at Mantle`s risk.
Negotiations for the disposal of a further 46,67% in Angel Diamonds (Pty) Ltd
has not been concluded. Although Mantle diamonds Ltd has not removed their
10tph DMS plant from the Angel Diamonds (Pty) Ltd site, there is a possibility
that Mantle Diamonds Ltd could seek to recover its expenditure from Angel
Diamonds (Pty) Ltd. The directors are of the opinion that the likelihood of
success of such a claim is low and will defend any claim vigorously.
Audit opinion
The annual financial statements for the year ended 28 February 2009 have been
audited by KPMG Inc. and their audit report, which has been modified in
respect of the going concern assumption, is available at the Company`s
registered office. The modification of the audit report is set out below:
"Emphasis of matter
Without qualifying our opinion, we draw attention to the directors` report in
the financial statements which indicates that the Group incurred a net loss of
R8 811 068 (2008: R7 793 583) and the Company incurred a net loss of R7 480
029 (2008: R7 621 820). At that date the Group`s current liabilities exceeded
its current assets by R7 957 197 (2008: R989 556) and the Company`s current
liabilities exceeded its current assets by R7 734 745 (2008: R3 925 262). The
directors` report describes the steps taken by the directors in these
circumstances. The directors` report also indicates that, in the event that
the operations of its subsidiary fail to achieve the forecast cash flows,
there will be a material uncertainty that may cast doubt on the ability of the
Company and its subsidiaries to continue as going concerns."
Commentary
Diamonds in the Kingdom of Lesotho
Angel Diamonds (Pty) Ltd ("Angel Diamonds") submitted an application for a
Mining License ("ML") to the Commissioner of Mines in Lesotho. It is hoped
that after negotiations with the Lesotho Government have been completed a ML
will be issued to Angel Diamonds. The present Prospecting License has been
extended for a further six months until 10 December 2009. Angel Diamonds has
submitted the final Environmental Impact Study to the National Environmental
Secretariate of the Kingdom of Lesotho and is awaiting the finalisation of the
ML.
Shareholders are referred to the SENS announcement dated 30 March 2009
announcing that The South African Reserve Bank declined to approve the
implementation of the agreement to dispose of 60% in Angel Diamonds. It was
announced on 1 July 2009 that the Company and the minority shareholders of
Angel Diamonds have entered into an agreement with Mantle Diamonds Ltd
("Mantle Diamonds") to dispose of 13.33% in Angel Diamonds, pro rata to their
shareholding, for US$500 000. (US$200 000 before year end and US$300 000 after
year end).
Diamonds in South Africa
Minnex Exploration (Pty) Ltd ("Minnex")
Minnex is currently engaged in the exploration of the alluvial diamondiferous
gravels on the Farm Middelwater Remaining Extent about 40km north of Prieska
in the Northern Cape Province.
Monastery Mine (Pty) Ltd ("Monastery")
Monastery is situated about 15km south of the town of Marquard in the Free
State Province. Prospecting activities have so far consisted of sampling,
analysis and metallurgical test work to decrease the amount of ilmenite in the
concentrate of the kimberlite with a Dense Medium Separator plant.
Shareholders are also referred to the SENS announcement relating to the
acquisition of the Monastery kimberlite project, dated 14 April 2008.
Diamonds in Namibia
Minnex Exploration Namibia (Pty) Ltd ("Minnex Namibia") (an 80% subsidiary of
Minnex)
Namdeb Corporation (Pty) Ltd ("Namdeb") completed its initial stage
prospecting activities on Minnex Namibia`s properties in Northern Namibia.
Namdeb has elected not to proceed with the project and provided Minnex Namibia
with a comprehensive report. Minnex will consider doing diamond drilling on
some of the unresolved anomalies of the percussion drilling results reported
by Namdeb. The prospecting rights to the two Exclusive Prospecting License
areas are valid until July 2011.
Future prospects
At the Kolo Kimberlite project the Diamond Resource was upgraded from an
Indicated Diamond Resource of 2.7 million tons of kimbelitic ore at a grade of
14.1 cpht to a Measured Diamond Resource up to 100m deep. It is Management`s
intention to commence commercial mining on the Kolo Kimberlite project once
the application for a Mining License has been approved. Shareholders are
referred to the SENS announcements, dated 30 March 2009 and 3 April 2009,
relating to the Kolo Kimberlite project. Further metallurgical testing at
Monastery is necessary to ensure the turning to account of this project. Salt
River Resources Ltd ("SRR") is conducting a pre-feasibility study of the Salt
River Base Mineral Project. SRR is also considering several funding options to
complete a Bankable Feasibility Study of its poly-metallic (Cu-Pb-Zn-Ag-Au)
project in the Kenhardt district of the Northern Cape Province. No other
changes in the mineral information of the Company have occurred during year
under review.
Pro forma financial effects of disposal of an interest in Angel Diamonds
Shareholders are referred to the SENS announcement dated 1 July 2009 and the
SENS announcement dated today, relating to Thabex`s Abridged Audited Results
for the period ended 28 February 2009. Thabex disposed of 9.33% of its
interest in Angel for R3.34 million. The Pro forma financial effects are
presented below. The pro forma financial effects were not audited or reviewed
by KPMG Inc.
The pro forma financial effects are the responsibility of the directors. The
pro forma financial effects are presented for illustrative purposes only and
because of their nature may not give a fair reflection of Thabex`s financial
position nor of the effect on future earnings after the disposal:
Column 1 Column 2
Before After Percentage
disposal disposal Change
(1) (2) (3)
(cents) (cents) (%)
Basic loss per share(cents) (40.18) (27.59) 31.33
Diluted loss per share(cents) (40.18) (27.59) 31.33
Headline loss per share(cents) (41.76) (41.76) -
Diluted headline loss per share(cents) (41.76) (41.76) -
Net asset value per share(cents) 41.59 56.66 36.23
Net tangible asset per share(cents) (20.89) (5.83) 72.12
Number of share in issue 22 786 887 22 786 887 -
Weighted average number of shares in 21 930 394 21 930 394 -
issue
Notes:
(1) The information in Column 1 has been extracted from the audited financial
results of Thabex for the year ended 28 February 2009.
(2) The basic earnings, diluted earnings and headline earnings per share
information in Column 2 have been calculated on the basis that the
transaction was effective on 1 March 2008 based on the following
assumptions:
- the Company did not earn interest on the cash amount of R3.43
million paid by Mantle as it is assumed that the funds were utilised
for operating expenses and to reduce non-interest bearing
liabilities.
- taxation has not been provided for as the Company has estimated tax
losses of R11.74 million; and
- the disposal was concluded at an exchange rate of R9.81/US$.
(3) The net asset value and net tangible asset value per share information in
Column 2 has been calculated on the basis that the disposal was effected
on 28 February 2009.
Withdrawal of cautionary announcement
Shareholders are hereby advised that the cautionary announcement, last of
which was published on SENS on 6 November 2009 is herewith withdrawn.
On behalf of the board
Jeffrey Raymond Rapoo
Chairman
Marius Welthagen
Chief Executive
Johannesburg
21 December 2009
Registered office:
Ground Floor, Kiepersol House, Stonemill Office Park, 300 Acacia Road,
Darrenwood, Randburg, 2194
Auditors: KPMG Inc. KPMG Forum, 1226 Schoeman Street, Hatfield, Pretoria, 0083
Company secretaries: SA Mineral Investments (Pty) Ltd
51 Austin Street, Northcliff, Johannesburg, 2195
Company transfer secretaries: Link Share Market Services South Africa (Pty)
Ltd
11 Diagonal Street, Johannesburg, 2001
Telephone number: +27 11 459 6600 or 0860 THABEX (0860 842239)
Sponsor: PSG Capital (Pty) Ltd. Ou Kollege, 35 Kerk Street, Stellenbosch, 7599
Directorate: JR Rapoo, M Welthagen*, CJ Engelbrecht*, Dr JW Kruger#, M
Kamawanga*## Prof DL Reid**, AP Roux
*Executive director, #Independent director, ** New Zealand, ##Democratic
Republic of the Congo
Date: 21/12/2009 17:19:01 Produced by the JSE SENS Department.
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