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Mon 13 Mar 2006, 17:00 Matodzi - Reviewed Interim Report For The Six Mont
MTZ
 MTZ                                                                             
Matodzi - Reviewed Interim Report For The Six Months Ended 30 September 2005    
MATODZI RESOURCES LIMITED                                                       
(Incorporated in the Republic of South Africa)                                  
(Registration number 1933/004523/06)                                            
Share Code: MTZ & ISIN: ZAE000042412                                            
 ("Matodzi" or "the Company" or "the Group")                                    
REVIEWED INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2005              
CONDENSED CONSOLIDATED INCOME STATEMENTS                                        
                                     Previously                                 
                         Reviewed      reported      Restated    Restated       
                         restated     unaudited     unaudited    reviewed       
six months    six months    six months        year       
                            ended         ended         ended       ended       
                     30 September  30 September  30 September    31 March       
                             2005          2005          2004        2005       
Notes         R"000         R"000         R"000       R"000       
Revenue                   217 782       214 446       141 257     279 451       
Total                   (133 741)     (132 073)      (90 718)   (203 951)       
production                                                                      
costs                                                                           
 Production             (113 059)     (113 874)      (82 016)   (167 675)       
costs                                                                           
 Depreciation            (15 583)      (14 000)       (8 702)    (21 359)       
Other non                (5 099)       (4 199)             -    (14 917)       
cash                                                                            
operating                                                                       
expenses                                                                        
Operating                  84 041        82 373        50 539      75 500       
profit                                                                          
Finance costs     2      (32 890)      (29 160)      (24 982)    (59 560)       
Net loss on       4      (16 886)      (16 820)      (63 050)    (81 945)       
remeasurement                                                                   
of                                                                              
investments                                                                     
at fair value                                                                   
General and               (5 887)       (6 521)      (13 982)    (17 081)       
administra-                                                                     
tive expenses                                                                   
Net               3        28 378        29 872      (51 475)    (83 086)       
profit/(loss)                                                                   
before                                                                          
taxation                                                                        
Income tax        5      (30 262)      (30 262)          (86)    (35 748)       
expense                                                                         
Net loss for              (1 884)         (390)      (51 561)   (118 834)       
the period                                                                      
Profit            6        29 826        26 571         (705)       5 690       
attributable                                                                    
to minority"s                                                                   
interest                                                                        
Loss                     (31 710)      (26 961)      (50 856)   (124 524)       
attributable                                                                    
to equity                                                                       
holders                                                                         
Net loss for              (1 884)         (390)      (51 561)   (118 833)       
the period                                                                      
Loss per          7          (21)          (18)          (34)        (83)       
share -                                                                         
(cents)*                                                                        
Diluted loss                  (9)           (7)          (14)        (35)       
per share -                                                                     
(cents)**                                                                       
* The attributable loss per share has been restated in prior years for IFRS and 
other adjustments                                                               
** The diluted loss per share takes into account the adjusted number of shares  
in issue after the completion of the proposed transactions in note 13.          
CONDENSED CONSOLIDATED BALANCE SHEETS                                           
Previously                                  
                        Reviewed      reported      Restated     Restated       
                        restated     unaudited     unaudited     reviewed       
                    30 September  30 September  30 September     31 March       
2005          2005          2004         2005       
             Notes         R"000         R"000         R"000        R"000       
ASSETS                                                                          
Non-current                                                                     
assets                                                                          
 Property,               269 319       193 598       290 072      278 760       
plant and                                                                       
equipment                                                                       
Investment                  309             -             -          309       
property                                                                        
 Goodwill        8             -        81 618             -            -       
 Investments     9       146 929       147 979        75 155       56 261       
and loans                                                                       
receivable                                                                      
Total non                416 557       423 195       365 227      335 330       
current                                                                         
assets                                                                          
Current                                                                         
assets                                                                          
 Inventory                25 216        20 789             -       21 082       
Trade and                16 195        16 964        46 438       20 850       
other                                                                           
receivables                                                                     
 Cash and       10        60 374        60 374        56 595       58 566       
cash                                                                            
equivalents                                                                     
Total                    101 785        98 127       103 033      100 498       
current                                                                         
assets                                                                          
Total assets             518 342       521 322       468 260      435 828       
EQUITY                                                                          
Equity          11     (305 775)     (288 840)     (200 776)    (274 444)       
attributable                                                                    
to equity                                                                       
holders                                                                         
Minority                  47 423        48 929        11 202       17 597       
interest                                                                        
Total equity           (258 352)     (239 911)     (189 574)    (256 847)       
LIABILITIES                                                                     
Deferred                  62 727        65 903             -       32 465       
taxation                                                                        
Interest-       12       625 908       625 498       625 053      569 975       
bearing                                                                         
borrowings                                                                      
Provisions                15 815             -             -       14 916       
Total non                704 450       691 401       625 053      617 356       
current                                                                         
liabilities                                                                     
Current                                                                         
liabilities                                                                     
 Interest       12        42 498        42 455         7 784       35 279       
bearing                                                                         
borrowing                                                                       
 Trade and                29 747        27 377        24 997       40 040       
other                                                                           
payables                                                                        
Total                     72 245        69 832        32 781       75 319       
current                                                                         
liabilities                                                                     
Total equity             518 342       521 322       468 260      435 828       
and                                                                             
liabilities                                                                     
Number of                                                                       
shares in                                                                       
issue                                                                           
 Ordinary            149 812 424   156 722 157   149 262 157  149 262 157       
shares of 25                                                                    
cents each                                                                      
"B"                 200 000 000   200 000 000   200 000 000  200 000 000       
Preference                                                                      
shares of 1                                                                     
cent each                                                                       
CONDENSED CONSOLIDATED CASH FLOW STATEMENTS                                     
                                      Previously                                
                                        reported      Restated   Restated       
                          Reviewed     unaudited     unaudited   reviewed       
restated    six months    six months       year       
                        six months         ended         ended      ended       
                             ended  30 September  30 September   31 March       
                      30 September          2005          2004       2005       
2005                                              
                             R"000         R"000         R"000      R"000       
Cash flows from             58 073        52 254        56 317     66 897       
operating activities                                                            
Cash flows from          (119 795)     (114 812)      (26 323)   (21 388)       
investing activities                                                            
Cash flows from             63 530        64 366        16 654      3 110       
financing activities                                                            
Net movement in cash       (1 808)         1 808        46 648     48 619       
and cash equivalent                                                             
Cash and cash               58 566        58 566            97         97       
equivalents at                                                                  
beginning of period                                                             
Cash of subsidiary               -             -         9 850      9 850       
acquired 1 April                                                                
2004                                                                            
Cash and cash               60 374        60 374        56 595     58 566       
equivalents at end                                                              
of period                                                                       
CONDENSED STATEMENT OF CHANGES IN EQUITY                                        
Accumu-                             
                         Share     Share      lated   Minority                  
                       capital   premium       loss   interest      Total       
                         R"000     R"000      R"000      R"000      R"000       
Balance 31 March 2004   37 315    42 010  (229 245)     11 907  (138 013)       
(restated)                                                                      
Net loss for the             -         -   (55 162)      (705)   (55 867)       
period ended on 30                                                              
September 2004                                                                  
  IFRS adjustment -          -         -      4 306          -      4 306       
Property, plant and                                                             
equipment                                                                       
Balance 30 September    37 315    42 010  (280 101)     11 202  (189 574)       
2004                                                                            
Net loss for the             -         -   (50 526)      6 395   (44 131)       
period ended on 31                                                              
March 2005                                                                      
  IFRS adjustment -          -         -      2 037          -      2 037       
Property, plant and                                                             
equipment                                                                       
Adjustment for             -         -    (6 182)          -    (6 182)       
capital-isation of                                                              
pre-production                                                                  
expenditure                                                                     
Adjustment for             -         -    (4 081)          -    (4 081)       
depreciation on the                                                             
right to mine                                                                   
  Adjustment for non         -        --   (14 916)          -   (14 916)       
provision of                                                                    
rehabilitation costs                                                            
Balance 31 March 2005   37 315    42 010  (353 769)     17 597  (256 847)       
Issue of shares            138       241                              379       
Net loss for the             -         -   (34 208)     29 826    (4 382)       
period ended on 30                                                              
September 2005                                                                  
  IFRS adjustment -          -         -      2 498          -      2 498       
Property, plant and                                                             
equipment                                                                       
Balance on 30           37 453    42 251  (385 479)     47 423  (258 352)       
September 2005                                                                  
Notes to the financial report                                                   
1 Significant accounting policies                                               
Matodzi is a company domiciled in South Africa. The condensed consolidated      
interim financial statements of the Company for the six-months ended 30         
September 2005 comprise the Company and its subsidiaries, together referred to  
as "the Group".                                                                 
The condensed consolidated interim financial statements were authorised for     
issuance on 9 March 2006.                                                       
1.1 Statement of compliance                                                     
The condensed consolidated interim financial statements have been prepared in   
accordance with International Financial Reporting Standards ("IFRS") for interim
financial statements. These are the Group"s first condensed consolidated interim
financial statements for part of the period covered by the first IFRS annual    
financial statements and IFRS 1 First-time Adoption of IFRS has been applied.   
The condensed consolidated interim financial statements do not include all the  
information required for full annual financial statements.                      
1.2 Basis of preparation                                                        
The financial statements are prepared on the historic cost basis except that the
following costs are stated at the fair value: financial instruments held for    
trading. The preparation of the interim financial reporting requires management 
to make judgements, estimates and assumptions that affect the application of    
policies and reported amounts of assets and liabilities, income and expenses.   
These condensed consolidated interim financial statements have been prepared on 
the basis of IFRS in issue that are effective or available for early adoption at
the Group"s first IFRS annual reporting date, 31 March 2006.  Based on these    
IFRSs, the Board of Directors have made assumptions about the accounting        
policies expected to be adopted when the first IFRS annual financial statements 
are prepared for the year ended 31 March 2006.                                  
The preparation of the condensed consolidated interim financial statements in   
accordance with IAS 34 resulted in changes to the accounting policies as        
compared with the most recent annual financial statements prepared under        
previous Generally Accepted Accounting Practice ("GAAP"). These accounting      
policies have been applied consistently to all periods presented in these       
condensed consolidated interim financial statements. They have also been applied
in preparing an opening IFRS balance sheet at 31 March 2004 for the purpose of  
the transition to IFRS.                                                         
The accounting policies have been applied consistently throughout the Group for 
purposes of these condensed consolidated interim financial statements.          
1.3 First-time adoption of IFRS                                                 
IFRS adjustments                                                                
Property, plant and equipment                                                   
Matodzi has applied the provision of IAS 16 - Property, plant and equipment,    
which requires that the Group perform an annual review and assessment of the    
useful life of its assets, depreciation method and residual values at the end of
each financial year.  Where items of property, plant and equipment comprise     
individual components for which different depreciation methods are used, each   
component is accounted for separately. The adoption of IAS 16 has resulted in a 
decrease in the depreciation charge of R2,5 million for the six-months ended 30 
September 2005 (six-months ended 30 September 2004 :R4,3 million), as a result  
of the plant being componentised into significant components.                   
1.4 Other adjustments                                                           
Pre-production expenditure                                                      
In prior periods expenditure relating to donations, head office administration  
costs were capitalised as property, plant and equipment. This expenditure does  
not qualify as assets and has thus been expensed.                               
Rehabilitation costs                                                            
The full environmental liability for the Letseng diamond mine and the Witnigel  
mine has not been recognised in the prior year.                                 
Goodwill                                                                        
The amount previously disclosed as Goodwill in Letseng is considered to be a    
right to mine and has therefore now been disclosed as Property, plant and       
equipment.                                                                      
Depreciation                                                                    
Depreciation has been adjusted for depreciation on the right to mine. The       
mineral rights are to be written-off over 10 years.                             
                                                                    R"000       
Accumulated Loss - 1 April 2004 - SA GAAP                       (229 245)       
IFRS Adjustment - Property, plant and equipment                         -       
Accumulated Loss - 1 April 2004 - IFRS                          (229 245)       
Net loss after tax - 30 September 2004 - SA GAAP                 (55 162)       
IFRS Adjustment - Property, plant and equipment                     4 306       
Accumulated Loss - 30 September 2004 - IFRS                     (280 101)       
Net loss after tax - 31 March 2005 - SA GAAP                     (52 526)       
IFRS Adjustment - Property, plant and equipment                     2 037       
Adjustment for incorrect capitalisation of pre-                   (6 182)       
production expenditure                                                          
Adjustment for depreciation on right to mine                      (4 081)       
Adjustment for non provision of rehabilitation costs            (14 916))       
Accumulated Loss - 31 March 2005 - IFRS                         (353 769)       
Net profit after tax - 30 September 2005 - SA GAAP               (34 208)       
IFRS Adjustment - Property, plant and equipment                     2 498       
Accumulated Loss - 31 March 2005 - IFRS                         (385 479)       
                                    Reviewed        Restated     Restated       
                                    restated       unaudited     reviewed       
30 September    30 September     31 March       
                                        2005            2004         2005       
Net Profit/(loss) after tax -       (34 208)        (55 162)    (109 769)       
SA GAAP                                                                         
Adjustment for incorrect                   -               -      (6 182)       
classification of pre-                                                          
production expenditure                                                          
Adjustment for non provision               -               -     (14 916)       
of rehabilitation costs                                                         
IFRS Adjustment - Property,            2 498           4 306        6 343       
plant and equipment                                                             
Net loss after tax - IFRS           (31 710)        (50 856)    (124 524)       
Property, plant and equipment        189 594         207 988      205 678       
- SA GAAP                                                                       
IFRS adjustment - Property,            2 498           4 306        2 037       
plant and equipment                                                             
Reclassification of                    (309)               -        (309)       
investment property,                                                            
Adjustment for incorrect                   -               -      (6 182)       
classification of pre-                                                          
production expenditure                                                          
Adjustment for incorrect              81 618          77 778       81 618       
classification of right to                                                      
mine                                                                            
Adjust for depreciation of           (4 082)               -      (4 082)       
right to mine                                                                   
Property, plant and equipment        269 319         290 072      278 760       
- IFRS                                                                          
Previously                                
                                        reported      Restated    Restated      
                          Reviewed     unaudited     Unaudited    reviewed      
                      30 September  30 September  30 September    31 March      
2005          2005          2004        2005      
                             R"000         R"000         R"000       R"000      
2 Finance costs                                                                 
   Interest received         3 837           980           363       2 439      
Foreign exchange                                                             
losses                     (3 334)             -             -           -      
   Preference shares       (9 616)       (9 458)      (10 236)    (20 472)      
- "B" prefs                                                                     
Preference shares       (9 464)       (9 337)       (9 226)    (18 452)      
- Witnigel                                                                      
   Interest on loans      (14 313)      (11 345)       (5 883)    (23 075)      
                          (32 890)      (29 160)      (24 982)    (59 560)      
3 Profit/(loss) for                                                             
the period is stated                                                            
after taking into                                                               
account the                                                                     
following:                                                                      
   Depreciation           (15 853)      (14 045)      (13 048)    (23 704)      
   Retrenchment              (223)         (223)             -           -      
costs                                                                           
Impairment of                 -             -             -    (24 207)      
mineral rights and                                                              
mining assets                                                                   
   Profit on                     -             -             -      40 732      
restructuring of                                                                
debt - Preference                                                               
shares                                                                          
4 Net loss on                                                                   
remeasurement of                                                                
investment at fair                                                              
value                                                                           
   Investments            (16 886)      (16 820)      (63 050)    (81 945)      
210 255 713 JCI ordinary shares @ R0.16 (31 March 2005 - 210 255 713         
JCI ordinary shares @ R0.25)                                                    
5 Income tax expense                                                            
   current year                  -                       (86)        (127)      
Deferred tax                                                                  
   current year           (30 262)      (30 262)            -     (35 621)      
                          (30 262)      (30 262)         (86)     (35 748)      
6 Profit                                                                        
attributable to                                                                 
minority interest                                                               
   Letseng Diamonds       (11 614)      (11 042)          (8)      (2 286)      
   Letseng                (18 212)      (15 529)          713      (5 793)      
Investment Holdings                                                             
                          (29 826)      (26 571)          705      (8 079)      
7 Loss per share is                                                             
calculated as                                                                   
follows:                                                                        
   Attributable loss      (31 710)      (26 961)     (50 856)    (124 524)      
for year                                                                        
   Weighted average    149 537 291   149 812 424  149 262 157  149 262 157      
number of ordinary                                                              
shares in issue                                                                 
   Diluted average     362 537 291   362 812 424  362 262 157  362 262 157      
number of ordinary                                                              
shares in issue                                                                 
   Reconciliation                                                               
between attributable                                                            
loss and headline                                                               
loss                                                                            
    Attributable          (31 710)      (26 961)     (50 856)    (124 524)      
loss                                                                            
    Impairment of                -             -            -       24 207      
mineral rights and                                                              
property, plant and                                                             
equipment                                                                       
    Profit on                    -             -            -     (40 732)      
restructuring of                                                                
debt - Preference                                                               
shares                                                                          
  Headline loss           (31 710)      (26 961)     (50 856)    (141 049)      
Headline loss per           (21)          (18)         (34)         (94)      
share                                                                           
8 Goodwill                                                                      
   Letseng                       -        81 618            -            -      
9 Investments                                                                   
   Listed                   33 641        33 641       69 355       50 461      
investments                                                                     
   Unlisted                      -         1 000        1 000        1 000      
investments                                                                     
   Loans receivable        113 288       113 338        4 800        4 800      
   Directors"                    -         1 000        1 000        1 000      
valuation of                                                                    
unlisted investments                                                            
   The directors are satisfied the loans are recoverable. 210 255 713 JCI       
ordinary shares have been valued at the price at which they were delisted       
on the JSE i.e. R0.16 (31 March 2005: 210 255 713 JCI ordinary shares @         
R0.25)                                                                          
10 Cash and cash                                                                
equivalents                                                                     
   Cash balances            60 374        60 374        56 595      58 566      
11 Shareholder"s                                                                
interest                                                                        
   During the period under review, the Company"s authorised share capital       
remained unchanged at 250 000 000 ordinary shares of 25 cents each.             
Preference shares previously reflected as part of shareholder"s equity          
have been reclassified and are accounted in the financial statements as         
debt. As a result of the reclassification, the comparable interim period        
for the prior year was restated in accordance with the March 2005 Annual        
Financial Statements. The effect of this restatement on net profit/loss is      
an increase in finance costs of R19 462 000.                                    
Under the general authority granted to the board of directors at the            
annual general meeting on the 18 August 2004, 7 460 000 new Matodzi             
ordinary shares were listed in terms of an application to the JSE as a          
general issuance of shares for cash. Subsequently, following the decline        
in the share price of Matodzi, these were not taken-up by the proposed          
investor, and ended being held as treasury shares by the Company. The JSE       
has informed the Company that this is a breach of the conditions under          
which the listing approval for the shares was granted, and consequently         
the Company has undertaken to delist and cancel these shares. In light of       
the foregoing, the "treasury shares" as at 30 September 2005 have been          
deemed as cancelled, and the share capital and share premium adjusted           
accordingly.                                                                    
12 Interest-bearing                                                             
borrowings                                                                      
Preference             356 298       356 013       342 136     337 216      
shares                                                                          
    Loans payable          312 108       311 940       290 701     268 038      
                           668 406       667 953       632 837     605 254      
Current portion         42 498        42 455         7 784      35 279      
of interest bearing                                                             
borrowings                                                                      
                           625 908       625 498       625 053     569 975      
Letseng Investment Holdings repaid the loan to the Industrial Development    
Corporation from the proceeds of a new facility granted by Investec Bank which  
is secured by all the shares held in Letseng Diamonds. The current balance of   
this loan is R270 412 703.                                                      
13 Going Concern                                                                
The Group incurred a net loss for the period ended 30 September 2005 amounting  
to R31.7 million (31 March 2005: R124.5 million). At period-end the Group"s     
total liabilities exceeded its total assets by R258.3 million (31 March         
2005:R256.8 million). The liabilities consist primarily of obligations relating 
to the Matodzi and Witnigel Investment (Proprietary) Limited preference shares  
owned by JCI Limited.                                                           
Matodzi is in process of concluding two transactions that would restore the     
solvency of the Company. The transactions which are described in detail below   
will have the effect of eliminating R356.3 million debt, and result in JCI      
Limited ("JCI") becoming the majority shareholder in Matodzi.                   
The first transaction involves the 200 million Witnigel Preference shares owned 
by JCI Investment Finance (Proprietary) Limited, a wholly owned subsidiary of   
JCI Limited ("JCI"), which are classified as debt in Matodzi"s accounts. The    
transaction proposed is that the 200 million Witnigel Preference shares will be 
purchased by Matodzi through the issuance of new Matodzi ordinary shares to the 
value of R13.3 million. The effect of the transaction will be that Matodzi will 
have eliminated R184.5 million of external debt and retain 83.3 million JCI     
ordinary shares as an investment. The directors envisage no problems            
implementing this transaction before the Matodzi year-end.                      
The other transaction involves the 200 million "B" Preference shares in Matodzi 
owned by JCI Investment Finance (Proprietary) Limited ("the Matodzi Preference  
shares"), which are classified as debt. These Matodzi Preference shares will be 
redeemed through the issuance of 200 million new Matodzi ordinary shares to JCI.
The Matodzi Preference shares represented R171.8 million of debt as at 30       
September 2005 (31 March 2005:R162.1 million).  Shareholders approved this      
transaction at the 2005 annual general meeting, and the required statutory      
approvals are in the process of being finalised. The directors are confident    
that these approvals will be granted shortly.                                   
Based on current cash flow projections for Matodzi it is possible the Company   
may experience a cash shortfall post 30 September 2005, however, JCI has        
undertaken to provide financial support to fund such cash shortfalls,           
particularly in light of the above transactions that will see Matodzi becoming a
subsidiary of JCI. The cash flows of LetSeng are anticipated to be sufficient to
meet all operating, capital expenditure and debt service obligations for the    
next twelve months. If a decision is taken to undertake the expansion programme 
at LetSeng on completion of the current exploration drilling programme, the     
Company will in conjunction with JCI, the other major LetSeng Diamonds          
shareholder, review the financing of Matodzi.                                   
If the two transactions described above are not implemented as proposed, and JCI
fails to agree on subordinating its debt, there is significant doubt that the   
Matodzi will be able to reverse its insolvent position in the normal course of  
business, and therefore a material uncertainty exists that Matodzi will continue
as a going concern without the partial disposal of a major portion of its       
assets. The directors are confident that the proposed transactions pertaining to
the two sets of preference shares will be concluded as proposed and consequently
that Matodzi will meet its obligations as they fall due. Accordingly the        
directors continue to adopt the going concern basis in the preparation of the   
financial statements.                                                           
14 Subsequent events                                                            
    There have been no material events subsequent to the reporting period and   
before the date of this report that need to be disclosed.                       
15   DIRECTORATE CHANGES                                                        
     In compliance with paragraph 3.59 of the Listings Requirements of JSE      
Limited, the following information is disclosed with effect from 9 March 2006:  
Advocate Linda Makatini has resigned as an Independent Non-Executive director,  
and Mr John Chris Lamprecht withdraws as alternate to Mr Peter Henry Gray, and  
has been appointed as a non-executive director.                                 
Directors in office are as follows:                                             
Andrew Mlangeni               - (Non-Executive Chairman)                        
Sello Mashao Rasethaba        - (Chief Executive Officer)                       
Peter Henry Gray              - (Non-Executive Officer)                         
John Chris Lamprecht          - (Non-Executive)                                 
Mafika Edmund Mkwanazi        - (Non-Executive)                                 
Thabo Mosololi                - (Non-Executive)                                 
    Review report of the independent auditors of Matodzi                        
    KPMG has, without qualifying their review opinion included an emphasis of   
matter, which draws attention to note 13 headed "Going concern" which indicates 
that the Group"s total liabilities exceed their total assets by R258.3 million  
(31 March 2005:R256.8 million). These matters along with other matters as set   
forth in note 13 indicate the existence of a material uncertainty which may cast
significant doubt about the Group having sufficient cash resources to meet its  
current obligations in the normal course of business, which may have an adverse 
impact on the Group"s ability to continue operating as a going concern.         
REVIEWED RESULTS 30 SEPTEMBER 2005                                              
In accordance with the JSE listings requirements, the interim results for the   
six months ended 30 September 2005 have been reviewed by KPMG following their   
appointment as auditors to the Company in November 2005. The most significant   
items requiring restatement following the review were:                          
Periods prior to - 31 March 2005                                                
* Pre-production expenditure of R6.2 million previously capitalised in 2005     
financial year which should have been expensed to the income statement as a     
prior year adjustment;                                                          
* The independent review commissioned for the LetSeng Diamond life of mine plan 
to facilitate the mineral reserve and resource declaration also reviewed the    
estimate of the rehabilitation provision, resulting in a provision of R11.1     
million;                                                                        
* Following the implementation of componentisation as required by IFRS, the     
amortisation charges for the prior periods have been restated to the extent of  
R6.3 million;                                                                   
* The goodwill stemming from the acquisition premium paid for LetSeng Diamonds  
has been reclassified as mining assets, requiring amortisation, which has been  
used over the useful life of the diamond recovery plant (10 years), resulting in
an additional R4.0 million depreciation charge;                                 
Six months ended 30 September 2005                                              
* Foreign exchange losses of R3.3 million stemming from timing differences on   
the repatriation of the diamond proceeds previously deducted from diamond       
revenue have been accounted for as finance costs in the reviewed results;       
* Maintenance stock was understated to the amount of R3.8 million necessitating 
a reduction in production costs and an addition to the inventories on hand shown
in the balance sheet;                                                           
* The creditor for amounts owing to the alluvial operators on the LetSeng       
Diamond concession was not raised, requiring an addition of R3.7 million to     
production costs and an additional amount owing to trade payables on the balance
sheet;                                                                          
* As a consequence of the implementation of componentisation as required by     
IFRS, the amortisation charge was recalculated resulting in a R2.5 million      
reduction in the previously reported amortization;                              
* Following the reclassification of goodwill to mining assets, the amortization 
required in the current period amounted to R4.0 million;                        
* The revised estimate of the rehabilitation provision for LetSeng Diamonds     
resulting in raising a provision of R11.1 million in the prior period, which    
necessitated a R0.9 million provision in the current period;                    
* The investment of R1.0 million in Skygistics (Proprietary) Limited (previously
Startrack Communications (Pty) Limited) was fully impaired, with the charge to  
income statement offset by the reversal of other overstated provisions;         
* A duplication of a deferred tax provision of R3.7 million on the balance sheet
was reversed; and                                                               
* Other minor differences on both the income statement and balance sheet account
for the further changes.                                                        
The consequences of the restatements for the respective reporting periods are as
follows:                                                                        
Loss attributable  Six months ended   Unaudited six    Audited year             
to equity holders      30 September    months ended  ended 31 March             
(R"000)                        2005    30 September            2005             
                                               2004                             
Results                    (26 961)        (50 144)       (112 868)             
previously                                                                      
reported                                                                        
Reviewed results           (31 710)        (50 856)       (124 524)             
Difference                  (4 749)           (712)        (11 656)             
Diamond revenue from LetSeng of R217.8 million was 154% up from the previous    
interim period (R141.3 million), reflecting the potential of the mine and       
positioning itself to exceed revenue of R279.5 million for the 2005 financial   
year. The demand for rough and polished diamonds remained strong, although the  
strengthening of the Rand against the US Dollar partially impacted on diamond   
revenues. As the ramp-up in production at LetSeng continues, the operating      
profit margins improved and are expected to improve further as the mine reaches 
full production.                                                                
Pending restructuring of the "B" Preference shares and the Wits Nigel Preference
shares as discussed in the 2005 annual financial statements, finance charges    
remain high. Post restructuring of these preference shares, approximately R19   
million of non-cash finance charges for the six-month period would be eliminated
from the results of Matodzi.                                                    
The further decline in the share price of JCI Limited to R0.16/share from       
R0.25/share in March 2005 accounts for a R16.9 million adjustment in fair value.
At the forthcoming Annual General Meeting, a proposal to shareholders will be   
submitted to consider distributing this investment to shareholders and moving   
towards developing Matodzi into a focused diamond company.                      
The loss attributable to ordinary shareholders decreased from R50.9 million to  
R31.7 million, and headline loss per share decreased from 34 cents per share to 
21 cents per share respectively for the six months ended September 2004 and the 
six months ended September 2005. The comparable loss attributable to ordinary   
shareholders for the six months ended March 2005 was R76.1 million and headline 
loss was 51 cents per share.                                                    
LETSENG                                                                         
The key aspects relevant to the mine are as follows:                            
* Letseng is unique in that it is a kimberlite type deposit that exhibits       
characteristics that are similar to alluvial deposits, namely low diamond grade 
with high diamond values;                                                       
* the presence of large stones in the Satellite Pipe and Stockpile has been     
reaffirmed by recent production;                                                
* the occurrence of the large (+10ct) diamonds can be predicted and the         
cumulative size frequency distribution curves dating back from inception of the 
mine, up until now reflected the same percentage occurrence of large diamonds;  
* the diamond market outlook for Letseng is positive as there are no known mines
scheduled to come into production in the medium term which would produce similar
stones to Letseng, i.e. 5cts and larger and, in particular, stones of 10cts     
upwards of top colour and top quality;                                          
* global jewellery demand is expected to rise in excess of 5% per annum for the 
next five years and global diamond production is predicted to remain constant   
over the same period leading to a squeeze in supply; and                        
* prices for both rough and polished diamonds are expected to rise at an average
annual rate in excess of 5% and better quality top range jewellery with Letseng-
type diamonds are expected to perform particularly well.                        
LETSENG DIAMONDS              Six months     Six months     Year                
Ended          ended          ended               
                              30 Sept 2005   20 Sept 2004   31 March 2005       
Ore treated    Tonnes (000)        1152      801            1732                
Diamond yield  Carats/100tonne     1.71      2.26           2.14                
Diamonds recovered  Carats         19658     18066          37049               
Average revenue     R/tonne        189       176            161                 
Average revenue     $/Carat        1734      1227           1245                
Cash costs     R/tonne             98        102            97                  
Cash costs     R/carat             5751      4540           4526                
Total production costs R/cara      6803      5260           5505                
Average exchange rate achieved                                                  
ZAR/USD                            6.38      6.372          6.06                
Capital expenditure R000"s         6274      14122          38546               
The ore treated increased 33% to 192 037 tonnes per month for the six months    
ended 30 September 2005 from an average of 144 323 tonnes per month for the year
ended 31 March 2005. Cash costs per ounce increased marginally by 1% to R98 per 
tonne from March 2005 and reduced by 5.7% from R102 per tonne for September     
2004. Capital expenditure relates to ongoing projects to further improve        
operational performance. Letseng is demonstrating it"s potential and the strong 
performance was reflected in the cash generation of R94 million for the six-    
month period ended September 2005.                                              
115 million tons of kimberlite were mined and processed for the recovery of     
19,658 carats at a grade of 1,7 carats per hundred tons. 72% of the kimberlite  
was derived from the satellite pipe pit and 28% from the main stockpile.        
For and on behalf of the board                                                  
Sello Mashao Rasethaba                Andrew Mlangeni                           
Chief Executive Officer               Chairman                                  
Johannesburg                                                                    
13 March 2006                                                                   
Sponsor                                                                         
SASFIN CAPITAL                                                                  
A division of Sasfin Bank Ltd                                                   
Date: 13/03/2006 05:03:31 PM Produced by the JSE SENS Department                
                                                                                
                                                                                
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