| Tue 29 Mar 2011, 10:24 | | VIL - Village Main Reef Limited - Interim results for the six months ended 31 |
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VIL
VIL
VIL - Village Main Reef Limited - Interim results for the six months ended 31
December 2010
Village Main Reef Limited
(formerly Village Main Reef Gold Mining Company (1934) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1934/005703/06)
JSE code: VIL ISIN: ZAE000154761
("Village" or "the Company" or "the Group")
Interim results for the six months ended 31 December 2010
Unaudited Condensed Financial Statements for the six months ended
31 December 2010
The unaudited condensed financial statements of Village for the six months ended
31 December 2010 are set out below:
Condensed Consolidated Statement of Financial Position
as at 31 December 2010
Group Group Group
31 Dec 30 June 31 Dec
2010 2010 2009
Notes Unaudited Unaudited Unaudited
R`000 R`000 R`000
ASSETS
Non-current assets
Environmental rehabilitation
trust 4 579 4 448 -
Investment in associate
companies - - 13 436
Group company loans - - 2 229
Property, plant and equipment 137 58 -
Intangible assets 2 59 369 41 692 18 874
Total non-current assets 64 085 46 198 34 539
Current assets
Cash and cash equivalents 80 282 27 317 20
Trade and other accounts
receivables 3 838 1 453 -
Total current assets 84 120 28 770 20
Total assets 148 205 74 968 34 559
EQUITY AND LIABILITIES
Capital and reserves
Share capital issued 3 116 719 94 389 35 549
Equity loan - - 8 287
Accumulated loss (8 163) (41 421) (10 892)
Non-controlling interest 4 20 499 3 796 -
Total shareholders` equity 129 055 56 764 32 944
Non-current liabilities
Provision for environmental
rehabilitation 5 367 5 367 -
Other long-term liabilities 10 10 10
Total non-current liabilities 5 377 5 377 10
Current liabilities
Trade and other payables 11 320 11 667 1 425
Short-term loans 1 200 - -
Shareholder loans 1 252 1 160 180
Total current liabilities 13 772 12 827 1 605
Total equity and liabilities 148 204 74 968 34 559
Condensed Consolidated Statement of Changes in Equity
as at 31 December 2010
Group Group Group
six months six months six months
ended ended ended
31 Dec 30 June 31 Dec
2010 2010 2009
Unaudited Unaudited Unaudited
R`000 R`000 R`000
Opening balance 56 764 32 944 25 744
Share issue 24 530 10 550 -
Transaction costs (2 200) (7 122) -
Share capital raised - 33 168 -
Equity loan raised - - 7 287
Reverse acquisition adjustments - 10 958 -
Increase in non-controlling interest 56 977 - -
Total comprehensive loss for the
period (7 016) (23 734) (87)
Closing balance 129 055 56 764 32 944
Net loss and headline loss
reconciliation
Loss for the period (7 016) (23 734) (87)
Adjustments - - -
Headline loss (7 016) (23 734) (87)
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 31 December 2010
Group Group Group
six months six months six months
ended ended ended
31 Dec 30 June 31 Dec
2010 2010 2009
Unaudited Unaudited Unaudited
R`000 R`000 R`000
Operating expenses (7 965) (9 806) (106)
Other income 1 124 598 -
Reverse asset acquisition expense - (13 964) -
Operating loss (6 841) (23 172) (106)
Share in loss of associate - - (8)
Growth in rehabilitation trust fund 143 - -
Finance costs (318) (562) 27
Loss before taxation (7 016) (23 734) (87)
Taxation - - -
Net loss before non-controlling
interests (7 016) (23 734) (87)
Non-controlling interests 338 211 -
Net loss for the period (6 678) (23 523) (87)
Basic loss per share (cents) 2.78 9.44 1.25
Diluted loss per share (cents) 2.78 9.44 1.25
Basic headline earnings loss
per share (cents) 2.78 9.44 1.25
Weighted average number of shares 252 313 149 251 296 844 6 978 446
Condensed Consolidated Cash Flow Statement
for the six months ended 31 December 2010
Group Group Group
six months six months six months
ended ended ended
31 Dec 30 June 31 Dec
2010 2010 2009
Notes Unaudited Unaudited Unaudited
R`000 R`000 R`000
Cash from operating
activities
Cash utilised in operations (10 390) (1 455) (201)
Interest received 925 598 -
Finance costs (319) (562) (27)
Net cash utilised in
operations (9 784) (1 419) (228)
Cash flow from investing
activities
Acquisition of property,
plant
and equipment (80) (61) -
Increase in exploration
intangible
assets 2 (17 677) - (114)
Growth in environmental
trust fund - 109 -
Acquisition of intangible
assets - (4 325) -
Settlement of Group company
loans - - (3)
Net cash utilised in
investing
activities (17 757) (4 277) (117)
Cash flow from financing
activities
Proceeds from share capital
issued 3 22 330 33 166 -
Short-term loans raised 1 200 - -
Settlement of shareholder
loans - (173) (579)
Increase in non-controlling
interest 4 56 976 - -
Group company loans raised - - 939
Net cash flow from financing
activities 80 506 32 993 360
Net (decrease)/ increase in
cash 52 965 27 297 15
Net cash at beginning of
the period 27 317 20 5
Net cash at end of the
period 80 282 27 317 20
Operational update
Lesego Platinum
We have made significant progress at the Lesego Platinum Project ("Lesego").
Phase 1, the Scoping Study phase, was successfully completed in September 2010.
The scoping study was the first milestone of a fully funded three-phased
Bankable Feasibility Study programme ("BFS") which includes an exploration
drilling campaign of a total of 62 000m. All of the holes from the drilling from
Phase 1 intersected the Merensky and UG2 Chromitite reefs at depths from
1 000m and 1 250m below surface respectively. Depths, grades and widths were in
line with the Competent Person`s Report ("CPR") and information from historical
boreholes, with grades of 6.43g/t of 3 Platinum Group Elements ("PGEs") plus
gold for both reefs at average widths of 1.47m for Merensky and 1.18m for UG2.
Further successful results were received from metallurgical testwork done by
Mintek Laboratories on borehole samples which yielded good recoveries and grades
for both Merensky and UG2 reefs that are characteristic of other reefs in the
region.
The successful completion of the Phase 1 milestone was to the satisfaction of
all the key stakeholders, including the Industrial Development Corporation
("IDC") who have committed R142 million of funding for all three phases of the
BFS programme. The IDC increased its shareholding from 6.1% to 17.3% in the
Lesego Platinum Project by approving the second drawdown of R56.9 million for
Phase 2 (Pre-feasibility study). The R56.9 million contribution was the second
of the three, bringing the total IDC contributions to R87.7 million as at 31
December 2010.
Following the successful completion of Phase 1 and the second drawdown from the
IDC, Phase 2, the Pre-feasiblity study drilling commenced in November 2010, with
10 drill-rigs currently on site. Initial key successes in Phase 2 have been the
intersection of even shallower reefs with the Merenksy reef being intersected as
shallow as 590m below surface thus enhancing the potential value of this project
and its positioning as a shallow to medium depth ore-body. The Phase 2 drilling
programme should result in an upgrade of some of the current inferred resource
to an indicated resource category and is due to be completed in the second half
of 2011.
Outlook for the next six months
At Lesego, a shallow drilling campaign has intersected Merensky and UG2 at less
than 1 000m placing more confidence in the project and enhancing the value of
the project significantly. An updated resource statement on Lesego is due out in
May 2011.
Village entered into two possible transactions in the six months under review, a
bid for 74% of Consolidated Murchison ("CMM") and the prospect to merge the
majority of the Simmer and Jack assets into an enlarged Village entity. Village
has subsequently assumed control of the mine operations at CMM and successfully
raised R22.5 million, by placing 10m shares at R2.25, which will be used for the
further expansion of the mine and working capital requirements.
Both the Village and Simmer and Jack shareholders voted overwhelmingly in favour
of the proposed merger on 25 March 2011.
On the last six months, CEO of Village, Bernard Swanepoel commented: "Our team
has exhibited a unique blend of operational turnaround and transactional skills,
which has already created value in a short timeframe.
We have strengthened our position as a precious metals mining company, adding
value to our existing Lesego platinum project and pursuing smart acquisitions
through the transactions with Consolidated Murchison and the Simmers` assets.
We are well-positioned to pursue our strategy of creating self-sustaining mining
assets."
Notes to the financial statements
1. Accounting policies and notes to the condensed consolidated financial
statements
Basis of accounting:
These condensed financial statements of Village have been prepared in accordance
with IAS 34, `Interim Financial Reporting` and the South African Companies Act
of 1973.
The condensed consolidated interim financial information should be read in
conjunction with the annual financial statements for the year ended 30 June
2010, which have been prepared in accordance with International Financial
Reporting Standards ("IFRS").
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 Company`s accounting
policies.
2. Intangible assets
Intangible assets relate to the capitalised exploration costs on the Lesego
Platinum Project.
R17.7 million was capitalised during the current interim period.
3. Basic and Headline earnings per share
The calculation of basic loss per share is based on basic loss of R7 015 648
(2009: R87 000) and a weighted average of 252 313 149 (2009: 6 978 446) shares
in issue during the period.
The calculation of headline loss per share is based on headline loss of R7 015
648 (2009: R87 000) and a weighted average of 252 313 149 (2009: 6 978 446)
shares in issue during the period.
31 December
Headline loss: 31 December 2010 2009
Loss per income statement (7,016) (87)
Adjustments - -
Headline loss for the year (7,016) (87)
Headline loss per share 2.78 1.25
Weighted average number of shares 252,313,149 6,978,446
4. Issue of shares
On 15 December 2010, the Company placed 11 000 000 ordinary shares with public
shareholders. The shares were issued under the directors` general authority to
issue shares for cash, and were issued at R2.00 per share, raising R22 million
(before costs) for the Company.
5. Non-controlling interest
The IDC increased its shareholding from 6.1% to 17.3% in the Lesego Platinum
Project by contributing R56.9 million to be used to fund the BFS of the project.
The IDC has committed to fund the BFS by contributing R142 milllion, payable in
three instalments. The R56.9 million contribution was the second of the three,
bringing the total IDC contributions to R87.7 million as at period-end.
6. Subsequent events
On 7 March 2011 the Company announced that all the remaining suspensive
conditions of Stage 1 of the acquisition of the Consolidated Murchison
Operations had been fulfilled. As a result of the transaction the Company has
acquired a 74% interest in the Consolidated Murchison Operations for R30
million, as well as a mine management agreement to provide management services
to the operations for R10 million, from To The Point Growth Specialists (Pty)
Limited. The remaining 26% in Cons Murch is owned by the Consolidated Murchison
Broad-Based Black Empowerment Staff Trust. The aggregate purchase consideration
was settled by the issue of 15 909 091 shares in the Company and R5 million in
cash.
The Consolidated Murchison Operations are one of the largest global producers of
antimony, and are situated in the Limpopo Province. Together with antimony, the
mine produces gold from its three operating shafts.
On 7 March 2011 the Company also announced that it had successfully placed 10
million new ordinary shares with institutional investors. The shares were issued
at a price of R2.25 per ordinary share, raising R22.5 million for the Company.
On 6 December 2010 the Company announced it had entered into an agreement with
Simmer and Jack Mines, Limited in respect of a proposed merger between the
parties. The merger would be implemented by the Company acquiring the assets and
the assuming of certain liabilities from Simmer and Jack Mines, Limited. The
purchase consideration is payable in ordinary shares of the Company. These
shares will be unbundled to the shareholders of Simmer and Jack Mines, Limited
after the transaction. The transaction is subject to a number of conditions
precedent, including shareholder approval. The Village and Simmer and Jack
Mines, Limited shareholders voted overwhelmingly in favour of the proposed
merger on 25 March 2011.
7. Changes to the board of directors
On 7 March 2011 the Company announced that Mr David Noko had resigned as non-
executive director of Village with effect from 28 February 2010. Mr Noko
tendered his resignation in order to focus on personal interests.
On 18 March 2011 the Company announced that Mr Richard de Villiers has been
appointed the Human Resources Director of the Company.
8. Review report
The condensed consolidated financial statements for the six months ended 31
December 2010 have been reviewed in accordance with International Standards on
Review Engagements 2410 - "Review of Interim Financial Information Performed by
the Independent Auditors of the Entity" by PricewaterhouseCoopers Inc. The
independent auditors have issued an unqualified review opinion. Their review
report is available for inspection at the Company`s registered office.
Bryanston
29 March 2011
JSE Sponsor
Macquarie First South Advisers (Pty) Limited
Investor Relations
Vestor, Media and Investor Relations
Date: 29/03/2011 10:24:05 Produced by the JSE SENS Department.
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