| Thu 29 Sep 2011, 17:19 | | BAU - Bauba - Reviewed Provisional Consolidated Financial Statements |
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BAU
BAU
BAU - Bauba - Reviewed Provisional Consolidated Financial Statements
For the year ended 30 June 2011
Bauba Platinum Limited
(Formerly Absolute Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 1986/004649/06)
Share code: BAU ISIN: ZAE000145686
("Bauba" or "the Company")
Reviewed Provisional Consolidated Financial Statements
For the year ended 30 June 2011
REVIEWED PROVISIONAL CONSOLIDATED STATEMENT OF FINANCIAL
POSITION AT 30 JUNE 2011
30 June 30 June
2011 2010
R`000 R`000
ASSETS
Non-current assets 7 941 1 080
Mineral rights 7 450 -
Property, plant and equipment 491 1 077
Investments in associates - 3
Current assets 4 803 3 138
Trade and other receivables 633 484
Cash and cash equivalents 4 170 2 654
Disposal group classified as held for sale 21 604 -
TOTAL ASSETS 34 348 4 218
EQUITY AND LIABILITIES
Capital and reserves 284 4 218
Share capital 94 065 -
Share premium 255 653 2 500
Reverse asset acquisition reserve (279 665) -
Accumulated (loss) / profit (69 769) 1 718
Current liabilities 12 459 -
Trade and other payables 12 459 -
Liabilities associated with disposal group
Classified as held for sale 21 604 -
TOTAL EQUITY AND LIABILITIES 34 348 4 218
REVIEWED PROVISIONAL CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011
30 June 30 June
2011 2010
R`000 R`000
Continuing operations
Revenue
Other income - 10 550
Investment revenue - 998
Operating expenditure (29 784) (6 559)
General and administrative expenses (10 422) -
(Loss)/Profit from operations for the year (40 206) 4 989
Finance charges (157) -
Interest 138 -
Dividend income 4 160 -
(Loss)/Profit before taxation for the year (36 065) 4 989
Taxation (29) (615)
(Loss)/Profit for the year after taxation (36 094) 4 374
At acquisition elimination 3 465 -
(Loss)/Profit for the year from continued operations (32 629) 4 374
Discontinued operations
(Loss) for the period from discontinued operations (2 699) -
Impairment of assets of discontinued operations (23 275)
(Loss) for the year from discontinued operations (25 974) -
(Loss)/Profit for the year (58 603) 4 374
Other comprehensive income
Impairment of financial assets held for sale (12 592) -
Total comprehensive income for the year (71 195) 4 374
Headline (loss)/profit reconciliation
(Loss)/profit for the year (58 603) 4 374
Impairment of assets of discontinued operations 23 275 -
Headline (loss)/profit for the year (35 327) 4 374
Undiluted and diluted earnings per share
(Loss)/Profit per share (cents) (63.0) 4.0
(Loss)/Profit per share from continued operations (cents) (35.1) 4.0
(Loss)/Profit per share from discontinued operations
(cents) (27.9) 4.0
Undiluted and Diluted Headline Earnings Per Share
Headline (loss)/profit per share (cents) (38.0) 4.0
Headline (loss)/profit per share (cents) from continued
operations (35.1) 4.0
Headline (loss)/profit per share (cents) from
discontinued operations (2.9) 4.0
Weighted average shares in issue (`000) 93 043 113 541
Number of shares in issue at the end of the period 94 065 113 541
Note: Comparative per share figures have been restated to give effect
to the reverse acquisition and the share consolidation.
REVIEWED PROVISIONAL CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2011
30 June 30 June
2010 2010
R`000 R`000
Net decrease from operating activities (10 724) (16 664)
Net (decrease)/increase from investing activities (6 143) 9 357
Net increase/ (decrease) from financing activities 18 383 (3 654)
Total cash movement of the period 1 516 (10 961)
Cash and cash equivalents at beginning of period 2 654 13 615
Cash and cash equivalents at end of period 4 170 2 654
REVIEWED PROVISIONAL CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY FOR THE YEAR ENDED 30 JUNE 2011
Share Share Retained
capital premium Earnings
R`000 R`000 R`000
Balance at 1 March 2009 - - 3 496
Shares issued - 2 500 -
Profit for 16 months - - 4 373
Dividends - - (6 151)
Balance as at 30 June 2010 - 2 500 1 718
Shares Issued 94 065 255 653 -
Net loss for the year - - (71 195)
Reverse acquisition adjustment - (2 500) -
Dividends - - (292)
Balance at 30 June 2011 94 065 255 653 (69 769)
Reverse
acquisition
adjustment Total
R`000 R`000
Balance at 1 March 2009 - 3 496
Shares issued - 2 500
Profit for 16 months - 4 373
Dividends - (6 151)
Balance as at 30 June 2010 - 4 218
Shares issued - 349 718
Net loss for the year - (71 195)
Reverse acquisition adjustment (279 665) (282 165)
Dividends - (292)
Balance at 30 June 2011 (279 665) 284
REVIEWED PROVISIONAL CONSOLIDATED SEGMENTAL ANALYSIS
Segmental information
Assets held
2011 for sale Corporate Exploration Total
R`000
External Revenue - 138 - 138
External finance expense - (157) - (157)
Results from operating
activities (2 699) (6 288) (3 894) (12 881)
Depreciation and
amortisation - (33) (226) (259)
Total segment assets 21 604 4 755 7 988 34 348
Total segment
liabilities (21 604) (12 459) - (34 063)
2010
R`000
External revenue - - 11 549 11 549
External finance expense - - (1) (1)
Results from operating
activities - - 4 374 4 374
Depreciation and
amortisation - - (144) (144)
Total segment assets - - 4 218 4 218
Total segment liabilities - - - -
Commentary
The main focus of the Group during the year under review was the drilling of the
platinum assets ("Bauba project") acquired though the asset for shares
transaction as detailed in the circular to shareholders dated 17 May 2010. This
transaction is accounted for as a reverse asset acquisition. These reviewed
provisional financial statements reflect the acquisition of the Bauba project as
well as the activities related to developing the Bauba Project. The increased
losses reflected in these results are of a non-cash nature and are due to the
costs associated with the reverse listing and a lower fair value ascribed to the
assets held for sale in the consolidated group.
The Group is continuing with its stated strategy of disposing of its non-core
assets (discontinued operations) in an orderly fashion as previously announced,
however, no disposal was concluded during the year.
Exploration
The Group focused on the exploration drilling programme on the newly acquired
platinum group metal assets. To this effect drilling was on the Southern Cluster
properties with four holes being drilled during the year. The final results from
the drilling are in the process of being completed. The geophysical surveys that
have been conducted and data analysis and modelling has led to improved
interpretation of structural features over the property. The interpretation of
the structure as well as the depth of intersection of the reefs is consistent
with that found on the neighbouring properties.
The plan for the next financial year is to drill four holes in the central
cluster and two holes in the northern cluster. Post year-end the Company
commenced with the drilling of the first two holes in the Central Cluster.
Notes to the reviewed provisional financial statements
The Group is currently involved in exploration activities and has not yet begun
mining operations. On 29 July 2010, Bauba Platinum Limited ("Bauba Platinum")
acquired a majority holding of the issued ordinary shares in Ndarama Mineral
Resources (Proprietary) Limited ("Ndarama") and Bauba A Hlabirwa Mining
Investments (Proprietary) Limited ("Hlabirwa"). This transaction is accounted
for as a reverse asset acquisition. The principal accounting policies adopted in
the preparation of the reviewed provisional financial statements are set out
below and are consistent with those applied in the annual financial statements
for the year ended 30 June 2010.
Summary of significant accounting policies
Basis of preparation
The directors present the reviewed results for the year ended 30 June 2011 which
have been prepared in accordance with the framework concepts and the measurement
and recognition requirements of International Financial Reporting Standards
("IFRS") and the AC 500 standards as issued by the Accounting Practices Board
and contains the information required by IAS 34: Interim Financial Reporting.
The accounting policies adopted for purposes of this report, which are based on
reasonable judgements and estimates, comply and have been consistently applied
in all material respects with IFRS, the Companies Act, 2008 (Act 71 of 2008), as
amended and the Listings Requirements of JSE Limited.
Reverse asset acquisition
During the year Bauba Platinum acquired 100% of Ndarama and 25.6% of Hlabirwa
giving Bauba Platinum an effective ownership interest of 60% in Hlabirwa (the
reverse asset acquisition). Hlabirwa has prospecting rights over numerous
properties in the eastern limb of the Bushveld. In settlement of the acquisition
Bauba Platinum issued shares for the reverse asset acquisition, which resulted
in a change of control and a reverse listing of the new structure.
The substance of the transaction represents a reverse asset acquisition that is
accounted for in terms of IFRS 2: Share-based Payments. The effect of the
accounting treatment, as a result of the reverse asset acquisition, is that even
though the reviewed provisional consolidated financial statements (including the
comparative figures) are issued under the name of Bauba Platinum, it represents
a continuation of Ndarama and Hlabirwa except for its capital structure. As a
result the comparative results for the year ended 30 June 2010 have been
restated and the basic earnings per share above reflect a profit of four cents
per share as compared to the previously published loss of thirty nine cents per
share.
For the purposes of consolidation at 29 July 2010 the value attributed to Bauba
Platinum under the reverse asset acquisition was R47 715 325, part of which is a
non-recurring asset acquisition and reverse listing expense. The consideration
in a reverse asset acquisition is deemed to have been incurred by the legal
subsidiary, Hlabirwa in the form of equity instruments issued to the
shareholders of the legal parent, Bauba Platinum.
No dividends were declared by Bauba Platinum during this reporting period.
Issue of shares
The Company placed the following shares during the year under review:
- 68 124 600 shares issued for the reverse asset acquisition;
- 6 005 062 shares issued to public shareholders in August 2010 under the
directors` specific authority to issue shares for cash at an average price of
R3.10;
- 234 480 shares issued to related parties at an issue price of R3.14;
- 133 592 issued to public shareholders in November 2010 under the directors`
specific authority to issue shares for cash at an average price of R3.21; and
- 3 555 556 issued to public shareholders in April 2011 under the directors`
specific authority to issue shares for cash at an average price of R2.25.
Segmental information
The Company has classified three segments namely: (1) Exploration, being
activities associated with the Bauba project and platinum exploration, (2)
Assets held for sale, being all the non-core, non-platinum assets that are
currently held for sale as described in the 2010 Annual Report and (3) Corporate
expenses, being overhead and corporate expenses incurred.
Going concern
The directors have continued to adopt the `going concern` basis for the
preparation of the provisional financial statements. As is common with many
junior mining companies, the company raises capital for exploration and other
projects as and when required. There can be no assurance that the Group`s
projects will be fully developed in accordance with current plans or completed
on time or to budget.
Future work on the development of these projects may be adversely affected by
factors outside of the control of the Group.
The Company entered into a share subscription agreement on 29 June 2011 and the
cash net of costs was received subsequent to the year-end. The directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for at least the next 12 months.
Changes to the board of directors
The following directors were appointed during the year under review:
JG Best, KV Dicks, SM Dolamo, PC Pienaar and DS Smith on 17 September 2011,
GJ Pitt on 22 March 2011 and Dr M Phosa on 28 March 2011.
The following directors resigned during the year under review:
AM Sher, GP Sequira, MK Diale and JJ Serfontein on 19 October 2010, PC Pienaar
on 7 February 2011 and MW Roslee on 24 February 2011.
Subsequent events
Mr G Pitt was appointed as chief executive officer, Mr W Moolman as chief
financial officer and King Thulare Thulare as alternative director to Dr M Phosa
as of 1 July 2011. Ms K Mzondeki was appointed as non-executive director and
chairperson of the audit committee as of 12 September 2011.
The Company successfully raised R50 million by way of issuing 27 777 778 shares
for cash during July 2011 at an issue price of R1.80 per share.
Review by the independent auditor
BDO South Africa Inc, the Company`s auditor, has reviewed the provisional
financial statements contained in this report and has expressed an unmodified
opinion on the provisional financial statements. The review report is available
for inspection at the Company`s registered office.
On behalf of the Board
J Best GJ Pitt
Chairman Chief executive officer
Johannesburg
29 September 2011
Company Secretary and Registered Office
Merchantec (Proprietary) Limited
2nd Floor, North Block, Hyde Park Office Tower
Cnr 6th Road and Jan Smuts Avenue
Hyde Park, 2196, PO Box 41480, Craighall, 2024
Directors
J Best# (Chairman), K Dicks#, S Dolamo#, KW Mzondeki#, Dr NM Phosa*, D Smith*,
King T Thulare (Alt)*, GJ Pitt (CEO), WA Moolman (CFO)
# - Independent non-executive
* - Non-executive
Sponsor
Merchantec Capital
Transfer office
Computershare Investor Services (Proprietary) Limited
Date: 29/09/2011 17:19:01 Produced by the JSE SENS Department.
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