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Thu 3 Feb 2005, 8:37 Unaudited Group Interim Results
Mvelaphanda Resources Limited - Unaudited Group Interim Results                 
MVELAPHANDA RESOURCES LIMITED                                                   
(Registration number 1980/001395/06)                                            
(Incorporated in the Republic of South Africa)                                  
(Share code: MVL    ISIN number: ZAE000050266)                                  
UNAUDITED GROUP INTERIM RESULTS                                                 
for the six months ended 31 December 2004                                       
Directors:                                                                      
TMG Sexwale (Chairman), PC Pienaar* (Acting CEO), C Johnson*,                   
BR van Rooyen*, LN Angel, M Beckett (British), O Mabandla,                      
E Molobi, M Mtshotshisa, P Ncholo, R Ramaite,  MJ Willcox,                      
MSM Xayiya                                                                      
*Executive Directors                                                            
Issued share capital: 166 403 140 shares                                        
HIGHLIGHTS                                                                      
Terms of Gold Fields Exchange Agreement finalised post reporting date. A minimum
of 45 million shares and maximum of 55 million shares in Gold Fields on         
exchange, provides a value underpin for Mvelaphanda Resources, while retaining  
upside leverage.                                                                
Full production at the Tirisano mine expected in the first quarter of calendar  
2005. Capital costs are well under initial estimates, enhancing the returns of  
the project.                                                                    
Despite the squeeze on operating margins arising from the strong rand, income   
from associate companies remains positive and exceeds expenditure on growth     
projects.                                                                       
Headline earnings of 25 cents after adjusting for the non-cash, mark-to-market  
change in the value of financial instruments. Including changes in the value of 
financial instruments, the company posted a headline loss of 208 cents.         
The balance sheet remains robust - R190 million cash on hand.                   
UNAUDITED GROUP INCOME                       6 months to    6 months to         
STATEMENT                                    31 December    31 March            
2004           2004                
                                      Notes  R`000          R`000               
Income                                                                          
Earnings from associate companies            8 913          19 397              
- Northam Platinum Limited                   5 704          14 970              
- Trans Hex Group Limited                    3 209          4 427               
Interest earned on GFI-SA loan                                                  
advanced                                     218 703        18 526              
Interest earned on cash and cash                                                
equivalents                                  7 809          3 037               
Dividend received from non-strategic                                            
investments                                  2              5                   
Amortisation of negative goodwill                                               
relating to investment in associates         8 053          8 053               
TOTAL INCOME                                 243 480        49 018              
Expenses                                                                        
Exploration and project development                                             
costs                                        3 578          7 475               
Corporate expenses                           9 915          8 464               
Finance costs                         2      165 680        15 390              
-  Senior Bank Loan (GFI-SA)                 68 449         5 889               
-  Mezzanine finance (GFI-SA)                95 105         6 964               
-  Standard Corporate Merchant Bank          1 946          2 520               
-  Other                                     180            17                  
PROFIT BEFORE OTHER EXPENSES                 64 307         17 689              
Other expenses                               392 238        35 331              
GFI-SA transaction costs                     -              4 224               
Participation rights purchased from                                             
Mvelaphanda Holdings                         -              59 925              
Amortisation of goodwill arising on                                             
reverse acquisition                          3 437          3 437               
Net loss/(gain) on revaluation of                                               
financial instruments                        388 801        (32 255)            
-  GFI-SA loan advanced               4      231 000        50 000              
-  Trans Hex Group Ltd forward        5                                         
purchased shares                             12 801         (66 875)            
-  Trans Hex Group Ltd share options  5      -              (15 380)            
-  Mezzanine finance                  7      145 000        -                   
Loss before taxation                         (327 931)      (17 642)            
Taxation                                     (12 707)       (14 040)            
-  Normal                                    (15 940)       (6 543)             
-  Deferred                                  3 233          (7 497)             
NET LOSS                                     (340 638)      (31 682)            
Basic loss per ordinary share                (204,78)       (39,93)             
(cents)                                                                         
Headline loss per ordinary share                                                
(cents)                               3      (207,56)       (45,74)             
Diluted loss per ordinary share                                                 
(cents)                                      (204,78)       (39,45)             
Dividend per ordinary share (cents)          -              -                   
Adjusted headline earnings per                                                  
ordinary share excluding `Other                                                 
expenses` (cents)                     3      25,03          3,90                
UNAUDITED GROUP BALANCE                      31 December    30 June             
SHEET                                        2004           2004                
                                      Notes  R`000          R`000               
Assets                                                                          
Non-current assets                                                              
Investment in associate companies            512 745        538 077             
-  Northam Platinum Limited                  389 379        417 150             
-  Trans Hex Group Limited                   123 366        120 927             
GFI-SA loan advanced                  4      3 176 000      3 407 000           
-  Loan advanced to GFI-SA                   4 139 000      4 139 000           
-  Fair value adjustment                     (963 000)      (732 000)           
Derivative financial instruments                                                
-  Trans Hex Group Ltd forward                                                  
purchased shares                      5      228 501        241 302             
Booysendal Platinum Project                  315 892        315 892             
Tirisano Joint Venture                       11 174         -                   
Non-strategic listed investments                                                
available for disposal                6      2 329          2 151               
-  AngloGold Ashanti Limited                 288            288                 
-  Shell Transport & Trading plc             2 041          1 863               
Goodwill arising from reverse                                                   
acquisition                                  117 432        120 869             
Property, plant and equipment                866            235                 
TOTAL NON-CURRENT ASSETS                     4 364 939      4 625 526           
Current assets                                                                  
Cash and cash equivalents                    189 816        218 716             
Receivables and prepayments                  4 486          6 718               
TOTAL CURRENT ASSETS                         194 302        225 434             
TOTAL ASSETS                                 4 559 241      4 850 960           
Equity and liabilities                                                          
Share capital and reserves                   2 634 719      2 985 884           
TOTAL SHAREHOLDERS` EQUITY                   2 634 719      2 985 884           
Non-current liabilities                                                         
Senior Bank Loan                      7      940 004        1 064 432           
Mezzanine finance                     8      641 644        435 320             
Deferred taxation                            20 823         21 430              
TOTAL NON-CURRENT LIABILITIES                1 602 471      1 521 182           
Current liabilities                                                             
Accounts payable                             14 241         9 034               
Provisions                                   392            249                 
Interest bearing borrowings                  244 431        281 443             
-  Short term portion of Senior Bank                                            
Loan                                         244 431        234 374             
-  Standard Corporate Merchant Bank                                             
sale and buy back of shares                  -              47 069              
Booysendal Platinum Project accrual   9      38 000         50 000              
Tirisano Joint Venture accrual        10     11 174         -                   
Current taxation payable                     13 813         3 168               
TOTAL CURRENT LIABILITIES                    322 051        343 894             
TOTAL EQUITY AND LIABILITIES                 4 559 241      4 850 960           
UNAUDITED                            Accu-      Acquisition                     
GROUP          Share     Share       mulated    equity      Other               
STATEMENT                                                                       
OF CHANGES     capital   premium     profit     adjustment  reserves  Total     
IN EQUITY      R`000     R`000       R`000      R`000       R`000     R`000     
Balance 1 July 3 328     3 037 498   370 373    (421 947)   (3 368)   2 985 884 
2004                                                                            
Share buy back                                                                  
(Note 11)      (153)     (10 751)                                     (10 904)  
Unrealised                                                                      
loss on                                                                         
revaluation of                                                                  
listed                                                      179       179       
investments                                                                     
Equity portion                                                                  
of foreign                                                                      
currency                                                                        
translation                                                                     
reserve                                                     225       225       
Equity portion                                                                  
of fair value                                                                   
adjustment on                                                                   
available-for-                                                                  
sale                                                                            
financial                                                                       
assets                                                      (27)      (27)      
Attributable                                                                    
loss for the                                                                    
period                               (340 638)                        (340 638) 
Balance 31                                                                      
December 2004  3 175     3 026 747   29 735     (421 947)   (2 991)   2 634 719 
Balance 1                                                                       
October 2003   690       86 115      467 637    (421 947)   (2 662)   129 833   
Scheme of                                                                       
arrangement    690       792 794                                      793 484   
Mvelaphanda                                                                     
Holdings share                                                                  
issue          51        59 874                                       59 925    
Booysendal                                                                      
Platinum                                                                        
Project share                                                                   
issue          185       224 814                                      224 999   
Shares issued                                                                   
for cash       1 556     1 788 443                                    1 789 999 
Shares issued                                                                   
for cash over                                                                   
allotment                                                                       
option         156       178 828                                      178 984   
Share issue                                                                     
expenses                 (93 370)                                     (93 370)  
Equity portion                                                                  
of foreign                                                                      
currency                                                                        
translation                                                                     
reserve                                                     (575)     (575)     
Equity portion                                                                  
of fair value                                                                   
adjustment on                                                                   
available-for-                                                                  
sale financial                                                                  
assets                                                      (103)     (103)     
Unrealised                                                                      
loss on                                                                         
revaluation of                                                                  
listed                                                                          
investment                                                  (56)      (56)      
Attributable                                                                    
loss for the                                                                    
period                               (31 682)                         (31 682)  
Balance 31                                                                      
March 2004     3 328     3 037 498   435 955    (421 947)   (3 396)   3 051 438 
UNAUDITED GROUP                               6 months to   6 months to         
CASH FLOW                                     31 December   31 March            
STATEMENT                                     2004          2004                
                                              R`000         R`000               
Cash flows from operating activities                                            
Cash (utilised in)/generated by operations    (13 991)      (19 737)            
Exploration and project costs               (3 576)       (8 492)             
  Corporate expenses                          (10 415)      (7 021)             
  Mvela Gold stamp duty                       -             (4 224)             
  Interest received                           226 512       3 338               
Finance costs on external borrowings        (97 564)      (17)                
  Taxation paid                               (2 669)       (658)               
Net cash generated by/(used in) operating                                       
activities                                    112 288       (17 074)            
Cash flows from investing activities                                            
Loan advanced to GFI-SA                       -             (4 139 000)         
Exercise of Remgro options on Trans Hex       -             (54 021)            
shares                                                                          
Proceeds on disposal of Trans Hex shares      -             53 710              
Capital repayment by associate companies      10 348        17 257              
Dividends from associate companies                                              
-  Northam Platinum Limited                   31 043        22 178              
-  Trans Hex Group Limited                    1 106         506                 
Payment in respect of Booysendal Platinum                                       
Project                                       (12 000)      (29 603)            
Dividends received from non-strategic                                           
investments                                   2             5                   
Property, plant and equipment acquired        (658)         -                   
Net cash generated By/(used in) investing                                       
activities                                    29 841        (4 128 968)         
Cash flows from financing activities                                            
Shares issued for cash                        -             1 968 983           
Loans raised in Mvela Gold                    -             2 449 360           
Transaction costs                             -             (117 542)           
Purchase of Mvelaphanda Resources shares      (10 008)      -                   
Repayment of external borrowings Standard                                       
Corporate Merchant Bank                       (46 649)      -                   
Repayment of external borrowings Senior Bank                                    
Loan                                          (114 372)     -                   
Net cash (used in)/generated by financing                                       
activities                                    (171 029)     4 300 801           
Net (decrease)/increase in cash and cash                                        
equivalents                                   (28 900)      154 759             
Cash and cash equivalents at beginning of                                       
period                                        218 716       83 479              
Cash and cash equivalents at end of period    189 816       238 238             
NOTES                                                                           
1. The financial information has been prepared in accordance with South African 
Statements of Generally Accepted Accounting Practice and incorporate accounting 
policies which are consistent with the previous year.                           
2. Finance costs have increased due to the commercial bank loans and mezzanine  
financing referred to in paragraph 3 in the commentary.                         
3. Headline earnings per share and adjusted headline earnings per share are     
calculated using the following:                                                 
6 months to   6 months to         
                                              31 December   31 March            
                                              2004          2004                
a. Headline earnings per share                                                  
Net loss (R`000)                           (340 638)     (31 682)            
   Net goodwill amortised (R`000)             (4 616)       (4 616)             
   Headline loss (R`000)                      (345 254)     (36 298)            
   Weighted average number of shares          166 339 637   79 350 368          
b. Adjusted headline earnings per share                                         
   excluding `Other expenses`                                                   
   Net loss (R`000)                           (340 638)     (31 682)            
   `Other expenses` per income statement                                        
(R`000)                                    392 238       35 331              
   Amortisation of negative goodwill (R`000)  (8 053)       (8 053)             
   Taxation relating to other expenses                                          
   (R`000)                                    (1 920)       7 497               
Adjusted headline earnings (R`000)         41 627        3 093               
   Weighted average number of shares in                                         
   issue                                      166 339 637   79 350 368          
4. Loan to GFI-SA                                                               
31 December                                30 June                           
                                              2004          2004                
                                              (R`000)       (R`000)             
   Loan advance to GFI-SA                     4 139 000     4 139 000           
Fair value adjustment 31 March 2004        (50 000)      (50 000)            
   Fair value adjustment 30 June 2004         (682 000)     (682 000)           
   Fair value adjustment 31 December 2004     (231 000)     -                   
   Fair value as at 31 December 2004          3 176 000     3 407 000           
A loan of R4 139 million has been advanced to GFI-SA by Mvela Gold. The loan    
bears interest at 10,57% nominal annual compounded semi-annually over a five    
year period, following which Mvela Gold will subscribe for 15% of the share     
capital of GFI-SA. This loan is treated as a financial instrument for accounting
purposes and its fair value is determined by calculating the relative share of  
Gold Fields` market capitalisation attributable to Mvela Gold, assuming         
conversion of its GFI-SA shareholding as calculated using the method agreed upon
in the original transaction. This amount is adjusted by the present value of the
difference between the fixed interest income due from GFI-SA until March 2009   
and the dividends forgone during that period.                                   
The value of this investment is sensitive to the following key drivers:         
-  Rand/US Dollar exchange rate;                                                
-  US Dollar gold price; and                                                    
-  Relative portion of Gold Fields Limited`s mark capitalisation attributable to
its South African mining operations.                                            
Note:                                                                           
The valuation on the GFI-SA loan was done as at 31 December 2004 and is based on
the original agreements with Gold Fields. It therefore does not take into       
account the exchange agreement announced on 31 January 2005 between Gold Fields 
and Mvela.                                                                      
5. Derivative financial instruments                                             
                            Trans Hex forward    Trans Hex      Total           
                            purchased shares     options                        
                            R`000                R`000          R`000           
Balance as at 1 July 2004  241 302              -              241 302         
 Fair value adjustment      (12 801)             -              (12 801)        
 Fair value as at 31                                                            
 December 2004              228 501              -              228 501         
Balance as at 1 October                                                        
 2003                       306 332              65 309         371 641         
 Fair value adjustment      (65 030)             15 380         (49 650)        
 *Exercised options         -                    (80 689)       (80 689)        
Fair value as at 30 June                                                       
 2004                       241 302              -              241 302         
The fair value is based on the market price of Trans Hex shares as at 31        
December 2004 and the contingent liability relating to the debenture coupon.    
Refer Note 12.                                                                  
*The company had an option to acquire 5 million Trans Hex Group Limited shares  
from Remgro Limited. These options were exercised at a strike price of R10,80   
during the year ended 30 June 2004.                                             
6. Non-strategic listed investments available for disposal                      
                                                            R`000               
 Balance as at 1 July 2004                                  2 151               
 Fair value adjustment                                      178                 
Fair value as at 31 December 2004                          2 329               
 Balance as at 1 October 2003                               2 192               
 Fair value adjustment                                      (41)                
 Fair value as at 30 June 2004                              2 151               
7. Senior Bank Loan                                                             
The obligations under the Senior Bank Loan is secured by a cession of Mvela     
Gold`s rights to the interest and capital under the GFI-SA loan.                
8. Mezzanine finance                                                            
31 December   30 June             
                                              2004          2004                
                                              R`000         R`000               
 Balance at beginning of period               435 320       1 086 000           
Capitalised transaction cost                 (6 792)       (22 780)            
 Interest accrued during the period           95 105        51 512              
 Loan repayments made during the period       (26 989)      (15 412)            
                                              496 644       1 099 320           
Unrealised fair value adjustment             145 000       (664 000)           
 Mezzanine finance - at fair value            641 644       435 320             
The mezzanine finance, which includes the funds advanced to Mvela Gold as well  
as the security with limited recourse against the Mvela Resources Group, is     
treated as a financial instrument and is carried in the balance sheet at fair   
value. The fair value is determined through the use of option pricing           
methodology.                                                                    
Mvela Gold`s right to receive the GFI-SA shares and Mvela Gold`s right to       
exchange the GFI-SA shares for Gold Fields ordinary shares and a guarantee of   
R200 million from Mvela Resources for the benefit of the Mezzanine Financiers   
(other than GFL Mining Services) is secured by a cession and pledge of all the  
ordinary shares in Mvela Gold in the event that amounts are still owed to Mezz  
SPV after exhaustion of the security cession. Other than the Mvela Resources    
Guarantee, there is no further recourse against the Mvela Resources Group.      
9. Booysendal Platinum Project - refer to paragraph 2.1 in the commentary.      
10. Tirisano Joint Venture - refer to paragraph 2.2 in the commentary.          
11. Share buy-back                                                              
During the period the Group had a share buy-back of 762 039 shares at a cost of 
R10 904 008 (average cost per share R14,31). These shares are treated as        
treasury shares and have been deducted from shareholders` equity.               
12. Contingent liability                                                        
The company has guaranteed the Trans Hex Group Limited debenture coupon payments
under the debenture issue agreement. The maximum potential contingent liability 
as at 31 December 2004 is R59 498 595 (March 2004 R62 793 207). This amount     
reduces to Rnil over the six-year term of the debenture, in accordance with each
semi-annual coupon payment made by Trans Hex Group Limited.                     
13. Post balance sheet events                                                   
Northam Platinum Limited declared a dividend of 25 cents per share to be paid on
28 February 2005.                                                               
COMMENTS                                                                        
1. CORPORATE ACTIVITY                                                           
1.1 Finalisation of Exchange Agreement with Gold Fields                         
On 31 January 2005, Mvelaphanda Resources and Gold Fields jointly announced the 
final terms and basis for the possible exchange of Mvelaphanda Resources` 15%   
stake in GFI-SA for shares in Gold Fields. It has been agreed that Mvela Gold or
Gold Fields will have the right to require the exchange for Gold Fields shares, 
on an equivalent value basis, according to the valuation method agreed upon at  
the time of the original transaction. To provide certainty regarding Mvelaphanda
Resources` ultimate shareholding in Gold Fields and to ensure the long term     
sustainability of Gold Fields` relationship with its empowerment partner        
Mvelaphanda Resources, Mvela Gold will be entitled to be issued with not less   
than 45 million and not more than                                               
55 million shares in Gold Fields, representing 8,4% and 10% of the fully diluted
issued share capital of Gold Fields respectively.                               
Provision has also been made to adjust the minimum and maximum number of shares 
should any change be made to the share capital structure of Gold Fields, or     
should any corporate activity or distributions potentially impact on the value  
of Mvela Gold`s entitlement.                                                    
The agreement provides a significant value underpin for Mvelaphanda Resources`  
investment in Gold Fields while allowing for upside leverage to a higher rand   
gold price, and significantly reduces the risk profile of the company. Assuming 
the minimum share exchange level of                                             
45 million shares, Mvelaphanda Resources would require a Gold Fields share price
of only R48/share in order to meet its Mezzanine funding obligations (including 
capitalised interest) in March 2009. Should the 55 million share level be       
relevant at the time, this minimum share price reduces to R39/share, 19% lower. 
1.2 Share buyback activity                                                      
During the week beginning Monday 13 December 2004, Mvelaphanda Resources        
acquired 762 039 of its own shares in the market at an volume weighted average  
price of R14,26 per share. Selling pressure on light volumes during the first   
two weeks of December, caused the share price to fall over 20% and caused a     
disconnect between the market price and the underlying fundamental value of the 
company. Mvelaphanda Resources` most significant listed investments, Gold       
Fields, Northam and Trans Hex outperformed relative to the Mvelaphanda Resources
share price over that time, resulting in Mvelaphanda Resources` discount to net 
asset value widening to over 30%. The acquisition by Mvelaphanda Resources of   
its own stock, reflects an efficient use of capital and another mechanism by    
which shareholder value could be added. The purchased stock will be held as     
treasury shares and shareholder equity has been adjusted accordingly.           
2. GROWTH                                                                       
2.1 Booysendal Joint Venture                                                    
Application for prospecting rights over certain state owned mineral rights      
included in the Booysendal project area has been made to the Department of      
Minerals and Energy. Granting of these rights will enable Mvelaphanda Resources 
to proceed with the proposed sale of Mvelaphanda Resources` 50% share in the    
Booysendal joint venture with Anglo Platinum, to Northam for 20,4 million new   
shares in Northam ranking as fully-paid, 18 million deferred shares in Northam  
(which will not rank for dividends until the fourth anniversary of their issue) 
and R90 million in cash. The successful conclusion of the deal will result in   
Mvelaphanda Resources becoming the largest shareholder in Northam, owning 34% of
the company, and provide Northam with significant growth potential outside of   
its current mining lease area.                                                  
2.2 Mvelaphanda Exploration/Etruscan Diamonds                                   
The first phase of the Tirisano project, the expansion of the existing mine near
Ventersdorp, is nearing completion.  Trans Hex has assumed operational control  
of the mine and full production capacity of 300tph is anticipated by the end of 
March 2005. Indications are that the final capital requirement is likely to be  
significantly less than the R41 million initially budgeted for the expansion.   
This will enhance the returns on what was already an exciting project for Mvela 
Exploration. Bulk sampling of the nearby Blue Gum deposit will begin shortly    
after commissioning of the new plant. Mvela Exploration may earn a 50% interest 
in the Blue Gum deposit by carrying out a bulk sampling programme and a         
feasibility study and incurring capital expenditures on the properties estimated
at this stage at R190 million.                                                  
3. FINANCIAL REVIEW                                                             
The conclusion of the Gold Fields transaction in March 2004 and the change in   
the financial year-end from September to June, makes direct financial           
comparisons difficult. Basic earnings are also volatile as a result of financial
instruments arising from Mvelaphanda Resources` acquisitive growth in recent    
years. In the opinion of management these are not reflective of the financial   
status or the outlook for the company.                                          
*  Earnings excluding mark-to-market movements in the value of financial        
instruments are positive.                                                       
*  Mvelaphanda Resources` associate companies continue to contribute cash in the
form of dividends.                                                              
*  The balance sheet is robust with limited liabilities at the centre.          
*  Together with its associate companies Mvelaphanda Resources` is well         
positioned to grow, both organically and through acquisition.                   
The overriding feature of the 6-month period under review was again the strength
in the rand, which rose against most international currencies and significantly,
by 9% against the US dollar. The South African currency averaged R6,22/US$, 12% 
higher than that of the corresponding period in 2003. While the impact on the   
revenues of Northam and Trans Hex were partly mitigated by favourable gains in  
the dollar price of platinum and diamonds, high global oil prices and wage and  
steel price increases above the prevailing South African inflation rate,        
continue to squeeze operating margins. Consequently, Mvelaphanda Resources`     
share of earnings from associated companies was relatively low at R9 million.   
Importantly though, despite the prevailing rand, both Northam and Trans Hex     
remain profitable and continued to make a positive contribution. Dividends      
received from Northam and Trans Hex amounted to R32 million, more than covering 
Mvelaphanda Resources` organic growth requirements of                           
R3,6 million and corporate costs of R10 million.                                
Interest earned on the GFI-SA loan of R219 million reflects the full biannual   
interest payment to Mvela Gold. The financing structure of the Gold Fields      
transaction, whereby Mvela Gold, a wholly owned subsidiary of Mvelaphanda       
Resources receives fixed interest payments from GFI-SA, provides revenue        
protection from fluctuations in the gold price and the rand for Mvelaphanda     
Resources.                                                                      
Mvela Gold advanced R4 139 million to GFI-SA, a subsidiary of Gold Fields, which
owns Gold Fields` South African assets. Mvela Gold will receive interest on the 
loan, paid biannually until March 2009.  On redemption of the loan in March     
2009, Mvela Gold will subscribe for 15% of GFI-SA. As a result, revenues will be
boosted by around R219 million in each reporting period until the subscription  
date.                                                                           
Cash expenses of R179 million, consist of R3,6 million for funding organic      
growth, R10 million in corporate expenses mentioned previously and R166 million 
in interest payments, mainly on commercial and mezzanine funding arising from   
the Gold Fields transaction.  Cash operating profit, after providing for organic
growth and transaction related debt repayments, therefore remains positive at   
R64 million.                                                                    
Other expenses of a non-cash nature are predominantly due to movements in the   
mark-to market value of financial instruments. Fluctuations in the rand, metal  
prices and underlying share price movements in Gold Fields and Trans Hex impact 
on the value of these instruments and resulted in an adverse R389 million non-  
cash expense. Together with a R3,4 million goodwill amortisation charge arising 
from the reverse acquisition of East Daggafontein Mines Limited, the total non- 
cash expense of R392 million led to a basic loss of 205 cents per share.        
Excluding these non-cash movements, which will tend to be volatile and          
unpredictable, Mvelaphanda Resources posted positive adjusted headline earnings 
of 25 cents per share for the six months to December 2004.                      
Cash flow items of an unusual nature in this period include R12 million paid to 
Khumama Platinum shareholders in respect of the Booysendal joint venture and    
R10 million in share buyback costs following the acquisition of 762 039 shares  
at a volume weighted average price of R14,26 per share in December 2004. Despite
these outflows, the balance sheet remains robust, with cash and cash equivalents
of R190 million.                                                                
4. OPERATIONAL REVIEW                                                           
4.1 Northam                                                                     
The Board of Mvelaphanda Resources extends its deepest regret to the families of
the eleven Northam employees who lost their lives to mining related accidents   
during the 6-month period to December 2004.                                     
An underground fire in a conveyor decline caused the tragic death of nine       
employees and led to the suspension of mining operations while an investigation 
into the cause was underway. Production was halted for about a six-week period, 
resulting in an 18% decline in metal in concentrate to 149 481oz (3PGE+Au).     
Despite the suspension also affecting development, Merensky reserves rose from  
15 to 20 months, although UG2 reserves declined to 16 months.                   
US dollar weakness and continued strong demand, particularly from China, boosted
the metal basket price 21% in dollar terms to US$665/oz. Continued rand strength
offset the bulk of these gains however, resulting in an average rand basket     
price of R132 645/kg, only 8% above that of the previous reporting period.      
Concentrates purchased in order to optimise smelter efficiencies, drove cash    
operating costs up 23% to R119 742/kg. An interim insurance recovery boosted    
sundry revenue, but profit attributable to shareholders declined 40% to R63     
million.                                                                        
Northam declared an interim dividend of 25 cents per share compared with a 45   
cents interim dividend in FY2004.                                               
4.2 Trans Hex                                                                   
Trans Hex reports interim and final financial results for the financial periods 
ending September and March respectively. The rand has had a significant impact  
on the profitability of the company, and despite a steady build-up in production
in Angola, and higher US dollar prices for its high quality South African gem   
stone production, attributable income for the six-months to September 2004 fell 
29% to R80,6 million.                                                           
Total diamond production was up 12%, compared to the six month period to        
September 2003, but a 2% decline in revenue resulting from the strong rand and a
25% increase in costs, as its Angolan operations continued progress to full     
production and maintenance work was carried out on capital equipment,           
pressurised earnings.                                                           
The dividend declared in the period was maintained at 20 cents per share, which,
following Mvelaphanda Resources decision to exercise its option to purchase     
shares from Remgro in early 2004, resulted in Trans Hex contributing R1,1       
million in cash.                                                                
4.3 GFI-SA                                                                      
Gold Fields` South African operations, Driefontein, Kloof and Beatrix posted    
better results for the second consecutive quarter, to end calendar 2004 on a    
positive note. A focus on cost cutting and the revision of the groups previous  
`marginal mining` strategy introduced under the high rand gold price environment
in 2002, has begun to show results, with a significant rise in profitability    
across the operations, despite the prevailing low rand gold price.              
Revenue from the South African operations fell 4% to R5 650 million compared to 
the first half of calendar 2004. This largely due to a 3% decline in the rand   
price of gold, and despite an improvement in underground yield and tons milled  
at the operations and a consequent rise in production, to 68 336 oz.            
5. DIVIDENDS                                                                    
Further acquisitive and organic growth opportunities are likely to arise for    
Mvela Resources in the coming period. As such, the Directors have elected not to
pay an interim dividend for the six-month period to December 2004.              
6. DIRECTORS                                                                    
As announced on 15 December 2004, Ms Nthobi Angel resigned as CEO of the company
but remains a non-executive director.                                           
Mr Richard Shead resigned as a director of the company on 1 February 2005.      
7. PROSPECTS                                                                    
Market consensus, based on the strength in the South African economy and        
continued concern about the outlook for the dollar, currently reflects a view   
that the rand will remain strong in relative terms for at least the next two    
years. It has taken some time for this reality to be accepted and South African 
mining companies have only recently begun to plan for the new reality. While a  
strong rand will impact on Mvelaphanda Resources` earnings, the company strategy
is focussed on growth and is not driven by earnings.                            
Corporate activity in the South African mining industry, and particularly with  
respect to empowerment, slowed in 2004 as margins were squeezed, companies      
seeking empowerment partners have refrained from pursuing the sale of assets    
while the rand was strong and the investment banks drew back from funding       
empowerment transactions, or raised the cost of debt to capture the higher risk 
nature of the sector.                                                           
The reality is that the Mining Charter is a finite period, with just over four  
years remaining in which to meet at least the initial 15% empowerment equity    
target, and corporate activity in the sector will need to pick up if many       
existing companies are to qualify for new order mining licences. Mvelaphanda    
Resources, with its robust balance sheet, still positive cash flow from         
associates, low risk financing structure relating to the Gold Fields transaction
and credit history, believes it is well positioned to continue to grow as an    
inclusive empowerment mining entity, to a point where it can make a meaningful  
contribution to the industry from within.                                       
For and on behalf of the board                                                  
TMG Sexwale                    PC Pienaar                                       
Chairman                       Acting Chief Executive Officer                   
Johannesburg                                                                    
3 February 2005                                                                 
Transfer Secretaries                 Registered Office                          
Computershare Investor Services      1A Albury Park                             
2004 (Pty) Limited                   Ground Floor                               
70 Marshall Street                   Magalieszicht Avenue                       
Johannesburg, 2001                   Dunkeld West, 2196                         
(PO Box 61051, Marshalltown, 2107)   (PO Box 413420, Craighall, 2024)           
Sponsor                                                                         
PricewaterhouseCoopers                                                          
Corporate Finance (Pty) Limited                                                 
(Registration number 1970/003711/07)                                            
Date: 03/02/2005 08:30:51 AM                     
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