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Thu 23 Feb 2006, 8:00 Mvelaphanda Resources Limited - Reviewed interim r
MVL
 MVL                                                                             
Mvelaphanda Resources Limited - Reviewed interim results                        
MVELAPHANDA RESOURCES LIMITED                                                   
(Incorporated in the Republic of South Africa)                                  
(Registration number 1980/001395/06)                                            
Share code: MVL                                                                 
ISIN: ZAE000050266                                                              
HIGHLIGHTS                                                                      
* Headline earnings per share rise to 622 cents from a 217                      
  cents loss.                                                                   
* R1.3 billion increase in fair value of investment in Gold                     
  Fields since June 2005.                                                       
* Significant increase in attributable cash flow from                           
  Northam.  Cash position improved for growth.                                  
* Proposed change in major empowerment shareholder in Mvela                     
  Resources.                                                                    
* Finalisation of terms of the Ndowana 2 Joint Venture,                         
  allowing prospecting activity to accelerate.                                  
GROUP NET ASSET VALUE*                                                          
Asset               Percentage  Value     Value  Percentage                     
Owned       Rm        cps    of total                                           
Gold Fields Total 1 8.4%       3,248    19.52           58%                     
Northam Total      22.3%         983     5.91           17%                     
Trans Hex Total 2    22%         273     1.64            5%                     
Total listed assets            4,504    27.07           80%                     
Booysendal Total 3               725     4.36           13%                     
Unlisted assets                  256     1.54            5%                     
Cash and cash                                                                   
equivalents                      149     0.90            3%                     
TOTAL                          5,634    33.87                                   
Premium/(discount) to NAV                 -32%                                  
MVL share price                         23.00                                   
MVL shares in issue             166.4 million                                   
*  Market value of listed assets and management valuation                       
   of unlisted assets at 31 December 2005.  The contents of                     
   this table have not been reviewed by the group"s                             
auditors.                                                                    
1. Assumes 15% of GFI-SA exchanged for 45 million shares,                       
   adjusted for PV of mezzanine debt and management                             
   estimate of dividends foregone until March 2009.                             
2. Assumes conversion of forward purchased shares, adjusted                     
   for contingent liability of R44 million.                                     
3. Assumes sale to Northam:  20.4 million NHM shares, 18                        
   million deferred shares and cash of R90 million less R20                     
million owing to Khumama consortium.                                         
GROUP BALANCE SHEET                                                             
                          Reviewed     Restated    Restated                     
As at                  31 December  31 December     30 June                     
R"000            Notes        2005         2004        2005                     
ASSETS                                                                          
Non-current                                                                     
assets                                                                          
Investment in                                                                   
associate                                                                       
companies                  778,621      768,141     780,201                     
- Northam Platinum                                                              
Limited                  697,056      639,383     660,803                     
- Trans Hex Group                                                               
 Limited          6        81,565      128,758     119,398                      
GFI-SA loan                                                                     
3     5,318,000    3,176,000   3,986,000                     
Derivative                                                                      
financial                                                                       
instruments        4        191,675     228,501     211,332                     
Tirisano Mine                                                                   
project            6             -       11,174      26,131                     
Non-strategic                                                                   
listed                                                                          
investments                  2,861        2,329       3,008                     
Goodwill          6         75,869      120,869     120,869                     
Property, plant                                                                 
and equipment                  683          866         794                     
Total non-current                                                               
assets                   6,367,709    4,307,880   5,128,335                     
Current assets                                                                  
Cash and                                                                        
cash equivalents           148,782      189,816     161,023                     
Booysendal                                                                      
Platinum project           315,892      315,892     315,892                     
Accounts                                                                        
receivable                                                                      
and prepayments              2,394        4,486       7,422                     
Inventories                  1,821            -       3,234                     
Total current                                                                   
assets                     468,889      510,194     487,571                     
TOTAL  ASSETS            6,836,598    4,818,074   5,615,906                     
EQUITY AND                                                                      
LIABILITIES                                                                     
Share capital                                                                   
and reserves             4,368,599    2,870,843   3,402,357                     
Total share                                                                     
capital and                                                                     
reserves                 4,368,599    2,870,843   3,402,357                     
Non-current                                                                     
liabilities                                                                     
Senior Bank                                                                     
Loan                       674,179      940,004     809,625                     
Mezzanine                                                                       
finance              5   1,267,575      671,216   1,070,180                     
Deferred                                                                        
taxation                   197,218       13,960      10,072                     
Total non-current                                                               
liabilities              2,138,972    1,625,180   1,889,877                     
Current liabilities                                                             
Accounts payable                                                                
and accruals                10,328       14,633       9,095                     
Provision for                                                                   
employee long-term                                                              
incentive costs             13,751            -       2,699                     
Short-term portion                                                              
of Senior Bank Loan        265,825      244,431     254,807                     
Booysendal Platinum                                                             
Project accrual             20,000       38,000      20,000                     
Tirisano Mine                                                                   
Project accrual                  -       11,174       5,207                     
Current taxation                                                                
payable                     19,123       13,813      31,864                     
Total current                                                                   
liabilities                329,027      322,051     323,672                     
TOTAL EQUITY                                                                    
AND LIABILITIES          6,836,598    4,818,074   5,615,906                     
GROUP INCOME STATEMENT                                                          
                    Reviewed       Restated       Restated                      
                    6 months       6 months      12 months                      
to             to            to                             
                    31 December    31 December   30 June                        
R"000      Notes    2005           2004          2005                           
INCOME                                                                          
Earnings                                                                        
from                                                                            
associated                                                                      
companies            51,166         8,798            42,763                     
- Northam                                                                       
  Platinum                                                                      
  Limited            58,896         5,321            38,913                     
- Trans Hex                                                                     
Group                                                                         
  Limited            (7,730)        3,477             3,850                     
Interest                                                                        
earned on                                                                       
GFI-SA                                                                          
loan                                                                            
advanced              218,703      218,703          437,405                     
Interest                                                                        
earned on                                                                       
cash and                                                                        
cash                                                                            
equivalents             5,244        7,809           13,624                     
Dividends                                                                       
received                                                                        
from                                                                            
non-strategic                                                                   
investments                 2            2                8                     
Other income                9            -              241                     
Total income           275,124     235,312          494,041                     
OPERATING EXPENSES                                                              
Exploration                                                                     
and project                                                                     
development                                                                     
costs                   43,580      11,343           29,016                     
Corporate                                                                       
expenses                12,218       9,045           21,732                     
Employee                                                                        
long-term                                                                       
incentive                                                                       
costs                    8,236         912            2,654                     
Finance costs           160,611    173,342          331,792                     
- Senior bank                                                                   
loan                                                                           
  (GFI-SA)               56,097     68,449          129,836                     
- Mezzanine                                                                     
  finance                                                                       
(GFI-SA)              104,514     95,105          191,764                     
- Standard                                                                      
  Corporate                                                                     
 Merchant                                                                       
Bank                        -      1,946            1,946                      
- Transaction                                                                   
  costs                       -      7,662            8,016                     
- Other                       -        180              230                     
Total operating                                                                 
expenses                 224,645   194,642          385,194                     
PROFIT BEFORE                                                                   
OTHER                                                                           
(INCOME)/                                                                       
EXPENSES                 50,479      40,670         108,847                     
OTHER (INCOME)/                                                                 
EXPENSES                                                                        
Impairment                                                                      
write-downs        6     99,344           -           8,000                     
(Gain)/Loss on                                                                  
revaluation of                                                                  
financial                                                                       
instruments           (1,190,344)   388,801        (73,029)                     
- GFI-SA loan                                                                   
  advanced            (1,332,000)   231,000       (578,999)                     
- Mezzanine                                                                     
  finance                122,000    145,000         476,000                     
- Trans Hex                                                                     
Group Limited                                                                   
forward                                                                       
  purchased                                                                     
  shares                  19,656     12,801          29,970                     
Other expenses             2,056          -           3,584                     
Total other                                                                     
(income)/                                                                       
expenses              (1,088,944)   388,801        (61,445)                     
PROFIT/(LOSS)                                                                   
BEFORE                                                                          
TAXATION               1,139,423   (348,131)        170,292                     
TAXATION                (204,379)   (12,677)       (26,849)                     
- Normal                 (17,233)   (15,940)       (31,374)                     
- Deferred              (187,146)     3,263           4,525                     
ATTRIBUTABLE                                                                    
INCOME/                                                                         
(LOSS)                   935,044   (360,808)        143,443                     
EARNINGS                                                                        
PER SHARE                                                                       
(cents)                                                                         
- Basic earnings                                                                
/(loss)                                                                       
  per ordinary                                                                  
  share                      562       (217)             86                     
- Headline                                                                      
earnings/                                                                     
  (loss)                                                                        
  per ordinary                                                                  
  share             7(a)     622       (217)             91                     
- Diluted earnings                                                              
 /(loss)                                                                        
   per ordinary                                                                 
   share                        561      (217)           86                     
- Adjusted                                                                      
  headline                                                                      
  earnings/                                                                     
  (loss) per                                                                    
ordinary                                                                      
  share             7(b)        20        16             46                     
GROUP SEGMENTAL RESULTS                                                         
                     Reviewed      Restated       Restated                      
6 months to   6 months to   12 months to                      
                  31 December   31 December        30 June                      
R"000                    2005          2004           2005Net profit/(loss)     
after taxation                                                                  
- Gold              1,027,376      (348,755)       155,844                      
- Platinum             55,585         2,302         35,140                      
- Diamonds           (124,745)       (9,909)       (33,171)                     
- Other               (23,172)       (4,446)       (14,370)                     
ATTRIBUTABLE INCOME/                                                            
(LOSS)                935,044      (360,808)       143,443                      
GROUP STATEMENT OF CHANGES IN EQUITY                                            
R"000                                                 Total                     
Balance at 30 June 2004(restated)                 2,970,258                     
IFRS 3 adjustment - negative goodwill                                           
written back                                        262,810                     
Attributable profit for the period                (360,808)                     
Share buy back                                     (10,904)                     
Equity compensation reserve                           8,677                     
Equity accounted portion of share based payments        433                     
Equity accounted portion of foreign currency                                    
translation reserve                                     225                     
Equity accounted portion of fair value adjustment                               
on available-for-sale financial assets                 (27)                     
Unrealised gain on revaluation of listed                                        
investments                                             179                     
Balance at 31 December 2004                       2,870,843                     
Balance at 30 June 2004(restated)                 2,970,258                     
IFRS 3 adjustment - negative goodwill                                           
written back                                        262,810                     
Attributable profit for the year                    143,443                     
Equity compensation reserve                          23,250                     
Equity accounted portion of share                                               
based payments                                       1,295                      
Equity accounted portion of foreign                                             
currency translation reserve                         (432)                      
Equity accounted portion of fair value                                          
adjustment on available-for-sale financial                                      
assets                                                (94)                      
Unrealised gain on revaluation of listed                                        
investments                                            857                      
Profit on disposal of treasury shares                  970                      
Balance at 30 June 2005                          3,402,357                      
Attributable profit for the period                 935,044                      
Equity compensation reserve                         30,638                      
Equity accounted portion of share based                                         
payments                                               676                      
Equity accounted portion of foreign                                             
currency translation reserve                           295                      
Equity accounted portion of fair                                                
value adjustment on available-for-sale                                          
financial assets                                      (263)                     
Unrealised loss on revaluation of                                               
listed investments                                    (148)                     
Balance at 31 December 2005                       4,368,599                     
GROUP CASH FLOW STATEMENT                                                       
                       Reviewed      Restated     Restated                      
6 months      6 months     12 months                     
                       to            to           to                            
                       31 December   31 December  30 June                       
R"000                  2005          2004         2005                          
CASH FLOWS FROM                                                                 
OPERATING ACTIVITIES                                                            
Cash utilised                                                                   
in operations         (20,701)     (13,991)        (29,516)                     
Interest received     223,947      226,512          451,029                     
Interest paid         (85,216)     (97,564)       (188,050)                     
Taxation paid         (29,974)      (2,669)         (2,678)                     
NET CASH GENERATED                                                              
BY OPERATING                                                                    
ACTIVITIES             88,056       112,288         230,785                     
CASH FLOWS FROM                                                                 
INVESTING ACTIVITIES                                                            
Dividends received                                                              
from associated                                                                 
companies              24,388        32,149          46,190                     
- Northam Platinum                                                              
Limited              23,282        31,043          43,978                     
- Trans Hex Group                                                               
  Limited               1,106         1,106           2,212                     
Capital repayment                                                               
by associate                                                                    
companies                   -        10,348          10,348                     
Payment in respect                                                              
of projects                 -       (12,000)       (56,131)                     
Dividends received                                                              
from non-strategic                                                              
investments                 2             2               8                     
Acquisition of                                                                  
furniture, fittings                                                             
and office equipment     (259)         (658)          (758)                     
NET CASH GENERATED BY/                                                          
(UTILISED IN)                                                                   
INVESTING ACTIVITIES    24,131        29,841          (343)                     
CASH FLOWS FROM                                                                 
FINANCING ACTIVITIES                                                            
Loans repaid                 -       (46,649)      (47,069)                     
Capital repayment                                                               
in respect of                                                                   
Senior Bank Loan      (124,428)     (114,372)     (234,374)                     
Proceeds on disposal                                                            
of treasury shares           -             -         11,874                     
Purchase of treasury                                                            
shares                       -       (10,008)      (10,904)                     
Transaction costs                                                               
(GFI-SA)                     -             -        (7,662)                     
NET CASH UTILISED                                                               
IN FINANCING                                                                    
ACTIVITIES           (124,428)      (171,029)     (288,135)                     
Net decrease in                                                                 
cash and cash                                                                   
equivalents           (12,241)       (28,900)      (57,693)                     
Cash and cash                                                                   
equivalents at                                                                  
beginning of the                                                                
period                 161,023        218,716       218,716                     
CASH AND CASH                                                                   
EQUIVALENTS AT                                                                  
END OF THE PERIOD      148,782        189,816       161,023                     
NOTES                                                                           
1. Basis of preparation                                                         
With effect from 1 July 2005 the group adopted International Financial Reporting
Standards ("IFRS") using certain exemptions allowed under IFRS 1 "First-time    
Adoption of IFRS".  These condensed consolidated interim financial statements   
have been prepared in accordance with the group"s accounting policies compliant 
with IFRS, and in accordance with IAS 34: "Interim Financial Reporting", the    
South African Companies Act, 1973, as amended, and the JSE Listing Requirements.
The December 2004 interim financial statements and the 30 June 2005 year-end    
financial statements have, where applicable, been restated accordingly.  The    
IFRS standards are subject to ongoing review and interpretation by the          
International Accounting Standards Board (IASB).  Consequently, IFRS information
at year-end may differ from the information contained herein.                   
2.  International Financial Reporting Standards                                 
In order to comply with IFRS, the group has adopted the following accounting    
policies:                                                                       
(a) IFRS 2 ("Share-based payments"):                                            
-  Share based payments granted to employees after                              
7 November 2002, and that had not vested by                                  
   1 January 2005, were valued using a binomial valuation                       
   model and this value is charged to the income statement                      
   over the vesting period of the option.                                       
-  Share options granted to parties other than employees                        
    after 7 November 2002, and that had not vested by                           
    1 January 2005, were valued using the fair value of the                     
    goods or services received.                                                 
(b) IAS 39 ("Financial instruments:  Recognition and                            
     Measurement"):                                                             
    Transaction costs relating to financial assets and                          
    financial liabilities that are carried at fair value                        
through profit and loss are expensed as incurred.  Such                     
    costs had previously been capitalised and were                              
    amortised over the life of the assets/liabilities.                          
(c) Certain balance sheet classifications have been changed                     
to comply with IFRS classifications.                                         
All comparative information has been adjusted to comply with these new          
accounting policies.                                                            
IFRS 1 allows a number of exemptions to retrospective application of IFRS and   
the group has adopted the following transitional arrangements on a consistent   
basis:                                                                          
(a) IFRS 2: Share-based Payments has not been applied to                        
    equity instruments that were granted on or before                           
7 November 2002.                                                            
(b) IFRS 2: Share-based Payments has not been applied to                        
    equity instruments that were granted after                                  
    7 November 2002 and that vested before 1 January 2005.                      
There have been no material adjustments to the cash flow statement in respect of
cash flows from operating activities, cash flows from investing activities and  
cash flows from financing activities.                                           
The after-tax effect resulting from the adoption of IFRS on the comparative     
reporting period is set out below:                                              
IFRS reconciliation of attributable earnings                                    
R"000                                                                           
         12 months    6 months     9 months                                     
to           to           to                                           
         30 June      31 December  30 June                                      
         2005         2004         2004                                         
Attributable earnings                                                           
previously reported     172,376     (345,254)*     (97,264)                     
IFRS 2: Share based                                                             
Payments                (26,926)      (9,110)       (5,073)                     
IAS 39: Transaction                                                             
costs amortised          (2,345)       (6,762)     (15,946)                     
Other**                     338           318          320                      
Restated attributable                                                           
earnings                143,443      (360,808)    (117,963)                     
*  Adjusted for the adoption of IFRS 3/(AC 140) on 1 July                       
   2004.                                                                        
** Attributable portion of amounts relating to the adoption                     
   of IAS 16:  ("Property, plant and equipment") by an                          
associated company.                                                          
IFRS reconciliation of assets, liabilities and equity                           
R"000                Reviewed     Restated       Restated                       
                     30 June      31 December    1 July                         
2005         2004           2004                           
ASSETS                                                                          
SA GAAP reported    5,615,285     4,817,436*     4,850,960                      
IFRS 2: Shared                                                                  
based payments              -             -              -                      
IAS 39: Transaction                                                             
costs previously                                                                
capitalized              (354)            -              -                      
Other**                   975           638            320                      
IFRS reported       5,615,906     4,818,074      4,851,280                      
LIABILITIES                                                                     
SA GAAP reported    2,192,914     1,924,522       1,865,076                     
IFRS 2: Shared                                                                  
based payments          2,699             -               -IAS 39: Transaction  
costs previously                                                                
capitalized            17,936        22,709         15,946                      
Other**                     -             -              -IFRS reported         
2,213,549     1,947,231      1,881,022                                          
EQUITY                                                                          
SA GAAP reported    3,422,371     2,892,913      2,985,884                      
IFRS 2: Shared                                                                  
based payments         (2,699)            -              -IAS 39: Transaction   
costs previously                                                                
capitalized           (18,290)      (22,708)      (15,946)                      
Other**                    975          638           320                       
IFRS reported        3,402,357    2,870,843     2,970,258                       
* Adjusted for the adoption of IFRS 3/(AC 140) on 1 July                        
  2004.                                                                         
** Attributable portion of amounts relating to the adoption                     
   of IAS 16:("Property, plant and equipment") by an                            
    associated company.                                                         
3. Loan to GFI-SA                                                               
R"000                  Reviewed      Restated      Restated                     
                       31 December   31 December   30 June                      
                       2005          2004          2005                         
Loan advanced to                                                                
GFI-SA                 4,139,000     4,139,000    4,139,000                     
Unrealised fair value                                                           
adjustment at end of                                                            
the period              1,179,000     (963,000)   (153,000)                     
GFI-SA loan at fair                                                             
value                   5,318,000     3,176,000   3,986,000                     
The value of this investment is sensitive to the following key drivers:         
 - Rand/dollar exchange rate;                                                   
- US dollar gold price; and                                                    
 - Gold Fields" share price                                                     
The fair valuation of this investment takes into account the change in the value
of the Gold Fields investment according to the formula and impacted by the above
drivers and, the difference between the present value of the future interest    
payments from GFI-SA until the end of March 2009 and the present value of the   
estimated future dividends foregone over the same period.                       
The significant unrealised fair value gain during the period under review       
results primarily from the increase in the Gold Fields share price.             
4.  Derivative financial instruments                                            
This represents the fair value of 16 million Trans Hex Group Limited forward    
purchased shares for delivery on 28 February 2008.  The fair value is based on  
the market price of Trans Hex Group Limited shares as at 31 December 2005 and   
the contingent liability of R44,3 million (2004:R59,5 million) relating to the  
debenture coupon.                                                               
5.  Mezzanine finance                                                           
R"000                                                                           
                       Reviewed      Restated      Restated                     
                       31 December   31 December   30 June                      
                       2005          2004          2005                         
Loan advanced to Mvela                                                          
Gold                   1,086,000     1,086,000    1,086,000                     
Net interest                                                                    
capitalised at                                                                  
beginning of the                                                                
period                   172,180         36,100      36,100                     
Net interest                                                                    
capitalised during the                                                          
period                    75,395         68,116     136,080                     
                       1,333,575      1,190,216   1,258,180                     
Unrealised fair value                                                           
adjustment at end of                                                            
the period              (66,000)      (519,000)   (188,000)                     
Mezzanine finance at                                                            
fair value             1,267,575       671,216    1,070,180                     
The mezzanine finance was advanced to Mvela Gold by a special purpose vehicle   
company (SPV), on a back-to-back arrangement (the same arrangements which are   
applicable to the SPV are applicable to Mvela Gold). The SPV on-charges all of  
its costs to Mvela Gold, who treats these collective charges as finance costs   
for the mezzanine finance.  Mvela Resources pledged its shares in Mvela Gold as 
security for the mezzanine finance. The mezzanine finance, 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 methodologies.       
6. Impairment write-downs                                                       
The carrying values of the group"s assets and investments have been reviewed for
impairment in terms of the guidance in IAS 36: "Impairment of assets".  In terms
of IAS 36, goodwill carried on the balance sheet was allocated across the       
various cash generating units within the group for the purposes of impairment   
testing. The impairment write-downs during the period under review result from a
revision of management"s long-term views on future economic benefits to be      
derived from its diamond investments/projects.                                  
Reviewed      Restated     Restated                      
                       6 months      6 months     12 months                     
                       to            to           to                            
                       31 December   31 December  30 June                       
2005          2004         2005                          
7. Earnings per share                                                           
   are calculated as                                                            
   follows:                                                                     
(a) Headline earnings                                                           
  /(loss) per share                                                             
 (cents)                622         (217)             91                        
R"000                                                                           
Attributable earnings/                                                          
(loss)                 935,044     (360,808)        143,443                     
Impairment write-downs  99,344            -           8,000                     
Headline earnings/                                                              
(loss)               1,034,388     (360,808)        151,443                     
Weighted average                                                                
number of shares in                                                             
issue              166,403,140   166,339,637    166,403,140                     
(b) Adjusted headline                                                           
earnings /(loss) per                                                            
share (cents)               20            16             46                     
R"000                                                                           
Attributable earnings/                                                          
(loss)                 935,044      (360,808)       143,443                     
"Other expenses"                                                                
per income                                                                      
statement           (1,088,944)       388,801      (61,445)                     
Taxation relating                                                               
to other (income)/                                                              
expenses                187,146        (1,920)      (5,518)                     
Adjusted headline                                                               
earnings                 33,246         26,073       76,480                     
Weighted average                                                                
number of shares                                                                
in issue            166,403,140    166,339,637  166,403,140                     
8. Post balance sheet events                                                    
Northam Platinum Limited declared an interim dividend of 115 cents per share to 
be paid on 27 February 2006.                                                    
This represents a dividend payment of R60 million to Mvela Resources.           
9. Review by the independent auditors                                           
The current interim financial results have been reviewed by our auditors,       
PricewaterhouseCoopers Inc., who have performed their review in accordance with 
the International Standard on Review Engagement 2400: "Engagements to review    
financial statements".  The scope of the review was to enable the auditors to   
report that nothing came to their attention that caused them to believe that the
accompanying interim financial information is not fairly presented, in all      
material respects, in accordance with IFRS applicable to Interim Financial      
Reporting and the South African Companies Act.  A copy of their unqualified     
review report is available for inspection at the registered office of the       
Company.                                                                        
Without qualifying the opinion, the review report contains an emphasis of matter
paragraph, drawing the users" attention to the fact that the restatements       
published may change at year-end due to possible amendments to the interpretive 
guidance issued by the IASB.                                                    
COMMENTARY                                                                      
Introduction                                                                    
Despite sustained strength in the rand, rampant metal prices have resulted in   
Gold Fields and Northam reporting significantly higher profits year-on-year.    
Diamond prices have been less buoyant and Trans Hex has struggled with narrow   
margins. The net impact on Mvela Resources has been extremely positive, not only
due to a sharp increase in attributable cash flow from Northam, but through     
substantial increases in the share prices of Gold Fields and Northam and hence  
to the intrinsic value of Mvela Resources. The increase in Gold Fields" share   
price in particular, has substantially increased the value of Mvela Resources"  
investment in Gold Fields and this has been reflected in the 103% gain in Mvela 
Resources" share price since 30 June 2005.                                      
CORPORATE ACTIVITY                                                              
Possible change in major empowerment shareholding in Mvela Resources            
On 20 December 2005, Mvela Group and Mvela Resources announced the proposed sale
of Mvela Group"s 23% holding in Mvela Resources to Incwala Resources. Incwala   
Resources is a broad based, unlisted empowerment company, which has an 18%      
interest in Lonplats.                                                           
The transaction remains subject to the fulfilment inter alia, of the following  
conditions:                                                                     
- the consent and approval, including waivers of any pre-emptive rights, by all 
relevant parties to Mvela Resources" material underlying investments;           
- the approval of all relevant regulatory authorities; and                      
- the approval by Mvela Resources" Board of the cession of the Management       
Agreement dated 16 May 2002 to Incwala Resources, and the cession by Mvela Group
and Mvela Holdings of the management rights and obligations to Incwala          
Resources.                                                                      
- Furthermore, Mvela Holdings" existing obligations to offer all new resources  
opportunities at cost to Mvela Resources, remains in force.                     
All parties" efforts are being directed towards fulfilling the relevant         
conditions.                                                                     
Finalisation of the terms of Ndowana 2 Joint Venture                            
Mvela Resources and its partner, De Beers, announced the finalisation of the    
terms of Ndowana 2 Joint Venture, which provides for equity participation of 51%
for Mvela Resources in respect of specific applications for certain mineral     
rights on areas previously owned by the State. The initial Ndowana agreement, in
respect of mineral rights outside of these areas, remains the same, namely a 33%
equity participation for Mvela Resources and 67% for De Beers. In terms of the  
new agreement, on taking a project to bankable feasibility, the partners will   
negotiate, in good faith, the process for the marketing of production. The joint
venture partners have budgeted R20 million for exploration in this highly       
prospective area in FY2006.                                                     
Burk Mining manganese opportunity                                               
On 6 December 2005, Mvela Resources announced that it would not continue with   
the proposed acquisition of Burk Mining (Pty) Ltd as announced on 2 September   
2005. A condition of the transaction was the confirmation of a manganese        
resource of between one and three million tons and one million tons of iron ore.
However, the minimum resource was not confirmed. Mvela Resources believes that  
the manganese sector offers attractive growth potential and will continue to    
pursue such opportunities.                                                      
FINANCIAL REVIEW                                                                
Mvelaphanda Resources" financial performance for the six-month period ended 31  
December 2005 has been very pleasing. A sharp increase in the value of its      
investment in Gold Fields, has been underpinned by a solid operating performance
from Northam, another key asset, and future focus for growth in the platinum    
sector. Trans Hex, in the face of a strong rand and flattening rough diamond    
prices, could not match the superb performance of the gold and platinum         
investments, yet was operationally sound. Following a planned restructuring,    
Trans Hex will be well positioned for further growth.                           
Balance Sheet                                                                   
The balance sheet remains robust with cash of R149 million on 31 December 2005  
which will be bolstered by the R60 million attributable dividend from Northam on
27 February 2006. Non-current liabilities include R1,268 million of mezzanine   
finance and R674 million of senior bank loan. The recourse to Mvela Resources on
these loans is limited to R200 million, with the senior bank loan in particular 
fully guaranteed by Gold Fields. The differential between the present value of  
future interest payments from Gold Fields until March 2009, which offsets the   
senior bank loan and the present value of future dividends foregone until the   
end of March 2009, is included on the balance sheet under "GFI-SA loan",        
resulting in a net asset value of R5,318 million.                               
Income Statement                                                                
Headline earnings per share increased substantially from a restated 217 cents   
loss in the previous corresponding period to 31 December 2004, to 622 cents,    
with basic earnings per share rising from a restated 217 cents loss to 562      
cents, primarily due to a net unrealised gain resulting from the fair value     
adjustment of the Gold Fields investment. This investment is fair valued at each
reporting date, and its value is determined by the following key factors; the US
dollar gold price and the rand/US dollar exchange rate - which determine the    
value of the South African operations relative to the value of the entire Gold  
Fields" Group according to the agreed upon Exchange formula - and Gold Fields"  
share price.                                                                    
While the 5% strengthening of the rand and the 17% increase in the dollar gold  
price during the period have reduced the value of Gold Fields" South African    
operations relative to the international operations, resulting in the floor     
level of 45 million Gold Fields shares being attributable to Mvela Resources,   
the approximate 45% increase in the Gold Fields share price in the six-month    
reporting period, and hence the value of those shares for Mvela Resources, has  
more than offset this. These factors have resulted in a fair value adjustment of
R1.3 billion, thereby increasing the fair value of the Gold Fields investment on
the balance sheet from R4 billion (as at 30 June 2005) to R5.3 billion (as at 31
December 2005). Deferred taxation of R190 million has accordingly been provided 
against this unrealised profit.                                                 
In line with IAS 36 the group has allocated its goodwill to its underlying cash 
generating units for purposes of impairment testing. Based on management"s      
current projection of future earnings from the diamond industry, the goodwill   
relating to this sector was impaired and, accordingly, an amount of R45 million 
was written off. Further amounts written off relate to the investment in Trans  
Hex (R29 million) and the Tirisano Mine (R25 million).                          
Earnings from associate companies were boosted by Northam"s impressive financial
performance, which saw its earnings increase to R303 million in the six months  
to 31 December 2005 (R59 million attributable to Mvela Resources) from R61      
million in the six months to 31 December 2004 (R5 million attributable to Mvela 
Resources). Trans Hex, on the other hand, recorded a decrease in income (before 
impairments) of 44% from R85 million in the six-month period ending 30 September
2004 to R48 million in the six-month period ending 30 September 2005, as rough  
diamond prices eased and the rand strengthened. Adjusted headline earnings per  
share, which exclude marked-to-market movements in the value of financial       
instruments and other non-cash costs, reflect this more clearly, rose 25% from  
16 cents to 20 cents.                                                           
Cash Flow Statement                                                             
Cash flow for the period was largely dominated by cash flows related to the Gold
Fields transaction. Interest income of R218 million was offset by R85 million   
cash finance costs on the senior and mezzanine loans, a capital repayment of    
R124 million on the senior debt and a full year tax payment of R30 million by   
Mvela Gold. Dividends from associates during the period were R8 million lower   
than the previous corresponding period at R24 million. However, an interim      
dividend of 115 cents per share was declared by Northam after 31 December 2005. 
Mvela Resources will receive its attributable share thereof, amounting to a     
further R60 million cash, on 27 February 2006.                                  
OPERATIONAL REVIEW                                                              
GFI-SA                                                                          
An intensified focus at the operational level during and following the failed   
Harmony bid is evident in the solid cost and production results released by GFI-
SA in the six-month period to 31 December 2005.                                 
The planned elimination of loss making production and the replacement of low    
grade surface material with higher grade underground production, resulted in    
throughput falling 16% compared with the six-months to 31 December FY2005. This 
was however accompanied by a 9% increase in grade to 6.1g/t, which resulted in a
9% decline in gold produced to 1.34 million oz. Cost reduction initiatives meant
that total production cost increases were well contained, rising just           
6% year-on-year to R85,903/kg (US$410/oz). This, together with an average rand  
gold price that was 16% higher than the previous comparable period at R96,526/kg
(US$460/oz), resulted in net profit from Gold Fields" South African operations  
rising 41% to R213 million. Capital expenditure for the six-month period was    
R302 million compared with R310 million in FY2005, and a greater focus has been 
placed on capital development to improve ore reserve flexibility.               
Mvela Resources receives fixed interest payments from GFI-SA until subscription 
for 15% of the company, with a right to exchange this holding into Gold Fields  
shares. While the improvement in reported earnings from GFI-SA does not directly
manifest itself in Mvela Resources" financial statements until then, the sharp  
increase in Gold Fields share price is reflected in the substantial gain in the 
value of the investment as discussed in the financial review above.             
Northam                                                                         
In contrast to the six-month period ending 31 December 2004, which was impacted 
by the underground fire, there was a significant improvement in Northam"s       
performance for the six-month period to 31 December 2005. Metal production      
increased 25% to 186,704oz, which contributed to a 13% decline in unit cash     
costs to R104,508/kg. Strong US dollar metal prices offset a marginally weaker  
rand, resulting in the average rand basket price received rising 26% to         
R167,079/kg and net income increasing substantially from R61 million (26.3cps)  
in the six-month period ending 31 December 2005 to R303 million (130.4cps) in   
the six-month period to 31 December 2005.                                       
Northam declared an interim dividend of 115cps (FY2005 interim dividend: 25cps),
resulting in attributable dividends to Mvela Resources rising sharply from R13  
million to R60 million year-on-year. This amount is payable to Mvela Resources  
on 27 February 2006.                                                            
Trans Hex                                                                       
Rough diamond prices have eased since September 2005 and as a result, the strong
rand has directly impacted on profitability at Trans Hex. Operationally, the    
performance has been satisfactory, with diamond sales in the six-month period   
ending 30 September 2005 up 15% on the previous corresponding period to R612    
million. Higher costs however, largely related to fuel prices, start up costs at
Fucauma and the implementation of the maximised shift system, resulted in       
attributable income before impairments, falling 44% to R48 million. In          
accordance with IAS 36, Trans Hex recorded impairments of R147 million on its   
investments in Matikara Limitada, Tirisano Mine and a partial write down of the 
value of the Middle Orange River assets which caused a swing from attributable  
income of R85 million in the six-month period ending 30 September 2004 to an    
attributable loss of R99 million in the six-month period ending                 
30 September 2005.                                                              
Trans Hex declared an interim dividend of 20cps (interim 2004: 20cps), resulting
in attributable cash flow for Mvela Resources of R1.1 million.                  
DIVIDENDS                                                                       
Further acquisitive and organic growth opportunities are likely to arise for    
Mvela Resources in the coming periods. As such, the Directors have elected not  
to pay an interim dividend for the six-month period ending 31 December 2005.    
PROSPECTS                                                                       
Mvela Resources" associated companies have in the past few years, in a tough    
operating environment caused by the strong rand, restructured their operations -
the results of which have generally been reflected in solid operating results   
recently. These quality mining companies are well positioned to benefit from    
continued strength in global commodity prices and, what appears to be, a more   
stable rand. For Mvela Resources, this should continue to be manifested in      
higher dividend cash flow from associates as well as continued gains in the     
value of its core investments. All of which adds to the robustness of the       
Company and improves the outlook for further organic and acquisitive growth.    
For the company, in the short term, the strategic intent remains clear.         
Management will strive to deliver on Mvela Resources" stated strategy in a      
vastly more accommodating environment, thereby continuing to add value for      
stakeholders.                                                                   
For and on behalf of the board                                                  
TMG Sexwale              PC Pienaar                                             
Chairman                 Chief Executive Officer                                
Sponsor                                                                         
PricewaterhouseCoopers Corporate Finance (Pty) Ltd                              
23 February 2006                                                                
Johannesburg                                                                    
www.mvelares.co.za                                                              
Directors                                                                       
TMG Sexwale (Chairman); PC Pienaar* (CEO); NS Ntsaluba* (FD); CG Johnson*; KB   
Mosehla*; BR van Rooyen*; ME Beckett (British); OA Mabandla; E Molobi; NE       
Mtshotshisa; MP Ncholo; MR Ramaite; MJ Willcox; MSMM Xayiya                     
(* Executive Directors)                                                         
Transfer Secretaries                                                            
Computershare Investor                                                          
Services 2004 (Pty) Limited                                                     
70 Marshall Street                                                              
P O Box 61051,                                                                  
Marshalltown, 2107                                                              
Johannesburg, 2001                                                              
Registered Office                                                               
1A Albury Park                                                                  
Dunkeld West, 2196                                                              
Magalieszicht Avenue                                                            
P O Box 413420,                                                                 
Craighall, 2024                                                                 
Date: 23/02/2006 08:00:51 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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