Central Rand Gold Limited
(Incorporated as a company with limited liability under the laws of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited liability under the laws of South
Africa,
Registration number 2007/019223/10)
ISIN: GG00B92NXM24
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the "Company" or the "Group")
|
Annual Results and Annual Report Release
|
Central Rand Gold today announces its annual results for the year ended 31 December
2015.
Full copies of the Company's Annual Report and Accounts, including the Company Profile, Chairman's
Report, Corporate Governance, Sustainable Development Report, Company Secretarial Confirmation, Remuneration Committee Report,
Directors' Report, Auditor's Report and full Financial Statements, will be available on the Company's website www.centralrandgold.com
on 30 June 2016.
For further information, please contact:
Central Rand
Gold +27(0)
87 310 4400
Lola Trollip / Nathan Taylor
Panmure Gordon (UK) Limited - Nominated Adviser +44 (0) 20 7886
2977
& Broker
Adam James / James Greenwood
Merchantec Capital - JSE
Sponsor +27
(0) 11 325 6363
Marcel Goncalves / Monique Martinez
Jenni Newman Public Relations
+27 (0) 11 506 7351
Proprietary
Limited
Jenni Newman
Chairman's report
The year 2015 was a challenging year for the Company, with a number of key events occurring, such
as:
· further improvement works carried out on the metallurgical
plant;
· on-going suspension of underground mining due to the water
table level;
· initial stabilisation of the water table followed by modest
water table level reductions;
· a change of senior management with the resignation of Johan
du Toit; and
· unsuccessful conclusion of the proposed sale of Central Rand
Gold (Netherlands Antilles) N.V. ("CRGNV").
All of these events are over and above the ordinary course of business activities at Central Rand
Gold and have required significant focus and attention from the Company's board of directors ("the Board") and management. I
believe that all those involved with Central Rand Gold have done an excellent job in managing these extraordinary events whilst
maintaining their focus on day-to-day operations.
POTENTIAL SALE OF CENTRAL RAND GOLD (NETHERLANDS ANTILLES) N.V.
The Board and Executive Committee spent significant effort engaging with four Asian companies,
Hiria Group Company Limited ("Hiria"), Beijing Ankong Investment ("Ankong"), Shengbang Jiabo (Beijing) Consulting Company Limited
("Shengbang") and Huili Resources Group Limited ("Huili"), regarding the proposed sale of CRGNV. The four Asian investor groups
("Asian Investors") all performed due diligence with significant focus on the Company's operations and the performance of the
Water Treatment Facility operated by the Trans Caledon Tunnel Authority ("TCTA").
In June 2015, the Company discontinued discussions with Ankong and Shengbang, and focussed its
attention and resources on progressing discussions and negotiations with Huili and Hiria. The negotiations with Huili and Hiria
progressed slowly during the second half of 2015 driven by significant uncertainty caused by volatile commodity prices and
difficult market conditions across the junior mining sector, along with company specific factors such as the continued dewatering
of the Central Basin. Notwithstanding the Company's significant efforts, neither Huili nor Hiria presented an appropriately
valued proposal free of conditions. Consequently, in December 2015, the Company formally terminated the discussions with Huili
and Hiria. Given the time, effort and costs expended on the sale process, it was extremely disappointing for all those involved
that a successful sale of CRGNV could not be achieved.
Nevertheless, the Company will continue to informally engage with Huili, Hiria and other parties
interested in investment opportunities involving the Company and its operations. The Company's significant gold resource remains
attractive to potential investors and partners, particularly from the Asian region, and the Board is focused on extracting value
where possible for shareholders. In this regard, the Company has re-entered discussions with one of the Asian Investors regarding
a potential investment into the Company. The discussions contemplate a strategic investment into the Company rather than a sale
of the Company's shareholding in CRGNV. The negotiation is progressing and is benefiting from the significant level of due
diligence and negotiation which was conducted with the Asian Investor throughout 2015.
"UPS AND DOWNS"
It must be said that whilst we are yet to achieve one of our stated goals which is to be a
profitable gold producer, the Board is pleased with progress being made at the Company's operations. Indeed, amongst the
challenges facing Central Rand Gold, there are a number of positive developments occurring with regard to the Company. Some of
the more notable developments which occurred during the year, and into 2016, included:
· Continued dewatering of the Central Basin by the High
Density Sludge ("HDS") plant operating by the Trans Caledon Tunnel Authority ("TCTA"). However, there were repeated instances of
'down time' and we expect 2016 to show a marked improvement in terms of pace of dewatering of the basin. Further, we were
delighted by the unveiling of the long-term solution for AMD (the "Long Term AMD Solution") as announced by the Minister of Water
and Sanitation, Nomvula Mokonyane. The Long Term AMD Solution will most likely see the installation of a reverse osmosis circuit
to reduce the salt content of the treated AMD water to a level where it can be sold for safe commercial use as either industrial
or potable water.
· The metallurgical plant, having long been the Company's
'Achilles heel', performed at or around expectation in terms of recovery and throughput in 2015. However, we need to remind
ourselves that the metallurgical plant requires continued investment to ensure operating performance remains of a high standard.
To this end, the Company has recently replaced Mill 1 with a newly installed and fully refurbished mill, which was acquired from
Jet Demolition Proprietary Limited in February 2016. The Company will continue to replace, repair and improve the components of
the metallurgical plant over the medium term.
· With the flooding and consequential closure of the
underground mine in 2014, pending the dewatering programme, the Company embarked on an intense and systematic exploration and
evaluation programme to identify and secure sufficient surface material to sustain operations across the
short- to mid-term. The Company has identified numerous surface opportunities including open pit deposits, shallow
underground deposits as well as gold bearing sand and slime material. The Company continues to progress feasibility test work and
advancing commercial negotiations regarding these opportunities. However, it must be said that the identification and sourcing of
reliable and economic gold bearing ore is a difficult and time intensive process.
· The negotiation and execution in 2016 of a Joint Venture
Tolling Agreement (the "Tolling Venture") with a third party supplier of ore for the processing of gold-bearing material through
the Company's metallurgical plant has been positive. The Tolling Venture will enable the Company to maintain operations with a
steady and reliable feedstock whilst it continues to pursue other growth opportunities and awaits the dewatering of the central
basin. In light of the Tolling Venture, the Company elected to temporarily suspend mining at its open pit operations, and will
focus on rehabilitation in 2016.
· The continued engagement with Zhejiang Golden Machinery
Plant ("ZGMP") to optimise and potentially expand the metallurgical plant is a significant positive for the Company. ZGMP have
recently visited the Company's metallurgical plant and we will seek their involvement in assessing optimisation and expansion
options relating to the metallurgical plant. The Group have entered a non-binding Letter of Understanding for a share placement
of up to US$4.0 million with Zhejiang Golden Machinery Plant ("ZGMP") with due diligence currently being undertaken.
· The Board completed a bridge funding (the "Bridge Funding")
through a combined convertible securities and warrant issuance with Bergen Global Opportunity Fund, LP. The Bridge Funding raised
US$598,000, with the potential for an increase of up to US$4,098,000.
· The Company is also pursuing a variety of acquisition
opportunities across a number of commodities including but not limited to precious metals and precious stones. The Board will
continue to advance these with a view to expanding and diversifying the Company's asset portfolio.
PUNO
As I commented last year, the situation with Puno Gold Investments Proprietary Limited ("Puno"),
our Black Economic Empowerment partner, remains a work in progress. The Company was successful in its appeal of the 2013 decision
and we now look forward to the relevant issues being fully considered by the Courts and eagerly await the judgement which we hope
will fully resolve the dispute with Puno.
After the successful appeal of the 2013 decision, Puno applied to the High Court to wind-up
Central Rand Gold South Africa Proprietary Limited ("Central Rand Gold SA"), a subsidiary of Central Rand Gold, on grounds of
Sections 344(f) and 345 of the SA Company's Act. The Board considers the Application to be without merit and has filed the
necessary paperwork with the High Court to defend Puno's application. The Board believes this to be the latest strategy from Puno
to frustrate the operations of Central Rand Gold SA and the Board remains firm in its resolve to defend the assets of the Company
from Puno's actions.
It is with optimism and enthusiasm that the Board looks forward to the finalisation of the above
disputes with Puno which will allow the Board and senior executives to direct their full energies towards the growth of the
business.
SAFETY
Our safety record improved in 2015 with only three lost time injuries being reported. This
progress is welcomed after implementing improvements to our already rigorous and diligent safety protocols following the
Company's first fatality in 2014.
ACID MINE DRAINAGE ("AMD")
During the last quarter of 2015, the HDS plant underwent a process of upgrading the two
thickeners. The thickener upgrades to the HDS plant were completed in December 2015 and the pumping rate has now increased from
72 million litres per day to 84 million litres per day.
At 25 May 2016, the water table measured at Central Rand Gold's operations was at approximately
148 vertical metres below surface ("vmbs"). We anticipate that we will be able to access Central Rand Gold's underground mining
areas when the water table is approximately 185 vmbs which, following a period of rehabilitation, should enable Central Rand
Gold's re-equipping and stabilising of the underground mining operations to re-commence during 2019.
MINING UPDATE
Highlights
• Underground production on the Main and North Reefs has not recommenced since it was halted in
October 2014 as a result of the rising water level in the Central Basin.
• Open Pit production was 204,916 tonnes at an average grade of 1.89g/t.
Production
The following table shows key mining statistics for 2015, comparing the actual statistics with
those achieved in 2014.
|
2015
|
2014
|
Difference
|
Activity
|
Metres (m) Tonnes (t)
|
Grade
(g/t)
|
Metres (m) Tonnes (t)
|
Grade (g/t)
|
Metres (m) Tonnes (t)
|
Grade (g/t)
|
Waste Development (m)
|
-
|
|
313
|
|
(313)
|
|
Reef Development (m)
|
-
|
|
200
|
|
(200)
|
|
Total (m)
|
-
|
|
513
|
|
(513)
|
|
Stoping (t)
|
-
|
-
|
99,546
|
3.14
|
(99,546)
|
(3.14)
|
Open Pits (t)
|
204,916
|
1.89
|
69,747
|
2.41
|
135,169
|
(0.52)
|
Total Tonnes
|
204,916
|
|
169,293
|
|
35,623
|
|
No underground mining took place during the 2015 financial year. Monitoring of pumps, fans and
water levels takes place on a daily basis, with the water levels not subsiding to the levels required for the recommencement of
underground mining.
Mining in 2015 consisted of open pit mining, mainly concentrating on Slots 5 and 7, in and around
the Johannesburg area.
The in-situ grades are approximately 33% lower than that of the underground operations, but can
still be mined economically at a cut-off stripping ratio of approximately 7:1. The open pits were mined using contracted yellow
machines, with Central Rand Gold SA mining personnel overseeing the operations.
Several tonnes from redundant slimes dams and sands were also trammed to Central Rand Gold SA for
processing.
METALLURGICAL UPDATE
Production
The Mill 3, which was purchased in 2014, came on line during 2015 and this enhanced the production
throughput. Unfortunately, as previously mentioned, other factors such as the temporary cessation of underground mining, which
reduced the availability of quality ore, as well as the inconsistent feed of mined slimes and sands, lessened the expected impact
of the new mill.
Plant production
|
Jan
|
Feb
|
Mar
|
Apr
|
May
|
Jun
|
Jul
|
Aug
|
Sep
|
Oct
|
Nov
|
Dec
|
Surface (Open Pit) (tonnes)
|
10,416
|
13,918
|
10,670
|
5,199
|
9,682
|
5,137
|
9,007
|
8,315
|
8,563
|
14,345
|
15,746
|
11,546
|
Slimes Dams (tonnes)
|
86
|
1
|
3,432
|
8,666
|
5,652
|
6,930
|
5,530
|
6,582
|
5,802
|
1,919
|
638
|
3,571
|
Other (tonnes)
|
1,257
|
1,469
|
203
|
769
|
253
|
4,243
|
327
|
1,800
|
320
|
-
|
455
|
1,312
|
Total tonnes processed
|
11,759
|
15,388
|
14,305
|
14,634
|
15,587
|
16,310
|
14,864
|
16,697
|
14,685
|
16,264
|
16,839
|
16,429
|
Plant Availability (%)
|
99
|
94
|
91
|
80
|
83
|
87
|
82
|
86
|
81
|
91
|
84
|
74
|
Gold recovery throughout the year was somewhat variable, largely due to the changing nature of the
feedstock. The move from Main Reef to North Reef to sands and slimes and open pit oxides placed the equilibrium of the plant
under strain, delivering an average recovery for the year of 64%.
|
Jan
|
Feb
|
Mar
|
Apr
|
May
|
Jun
|
Jul
|
Aug
|
Sep
|
Oct
|
Nov
|
Dec
|
Plant recovery (%)
|
76
|
64
|
74
|
65
|
71
|
51
|
54
|
63
|
52
|
63
|
71
|
66
|
The leach tank installation was completed by July 2015. The thickener project has not yet
commenced and is still on hold, as the sale of CRGNV was still being negotiated late in November 2015. This project will be
scheduled for the future.
GEOLOGICAL UPDATE
Resources
The SAMREC compliant resource base of the Company was updated in 2014 to 9.90 Moz of contained
gold. There were no further changes during the 2015 financial year.
FINANCIAL REVIEW
Results
The net profit for 2015 financial year amounted to US$1.4 million (1.58 cents per share)
against a loss of US$15.3 million (17.51 cents per share) in 2014. The loss before interest, tax and depreciation totalled US$3.0
million, a significant reduction against the US$8.2 million for 2014. This net profit is largely attributed to the following
factors:
· Revenue in Rand terms increased 21% due to a 15%
higher gold sale volume at 7,017 ounces (2014: 6,146 ounces) from surface pits, improved plant availability and a stronger
average realised Rand equivalent gold price. However, in US dollar terms, revenues reduced by 1.5% given the devaluation of the
Rand;
· Reduction in operating and overhead costs reflecting
both cost savings and the effect of the Rand devaluation on costs in US Dollar terms;
· Reduction in labour hire (Sekgwa Mining Services Proprietary Limited contract terminated in 2014) and reduction in salary cost
by 17.6%; and
· Gain on fair value of convertible loan note
derivatives of US$7.1 million compared to a loss of US$5.1 million in 2014.
As a consequence of the increased ounces and cost reduction, all-in cash operating costs per ounce
decreased to US$1,643 per ounce against the prior year's US$2,521 per ounce.
Cash and cash equivalents and funding
The cash and cash equivalent balance is reported at US$0.56 million as at 31 December 2015 (2014:
US$0.91 million). The lower cash balance is a result of operating cash outflows of US$1.42 million reflecting operating losses,
foreign currency losses on translation of cash balances of US$0.15 million, partly offset by equity share issues of US$1.20
million in 2015.
On 18 June 2015, the Company issued 6,015,000 new Ordinary Shares of £0.01 each at a price of 10
pence per Ordinary Share, which raised approximately US$0.94 million (£0.60 million).
On 24 June 2015, the Company issued a further 2,000,000 new Ordinary Shares of £0.01 each at a
price of 10 pence per Ordinary Share, which raised approximately US$0.32 million (£0.20 million).
There remains a material uncertainty in respect of the Company's ability to continue as a going
concern. For further consideration, please refer to the basis of preparation set out in note 2 of the annual financial
statements.
Post Balance Sheet Events
Operating
The Mill 1 experienced mechanical performance issues and subsequent to year-end failed. Central
Rand Gold SA has identified, purchased and is currently installing another mill in its place. This project should be completed in
mid-July 2016.
Central Rand Gold SA has entered into an agreement with a third party to toll treat their material
for a period of 12 months. To this end, open pit mining has been halted in the interim and focus will be on the rehabilitation,
drilling and sampling of other areas within the Mining Rights of Central Rand Gold SA, as well as identification and negotiations
for third party owned pits.
Central Rand Gold SA will also address the backlog of rehabilitation of the open pit areas that
have been mined out and are uneconomical to mine at further depths. To this end, various interactions have taken place with the
landowners. Central Rand Gold SA has a test site for the backfilling of one of their pits and has entered into a Joint Venture
with D & H Recycling in order to do so. Should this be successful, the methodology can be duplicated throughout South Africa
for all other mined out areas.
Funding
In order to strengthen its cash balances, the Company has in February 2016, subsequent to the
year-end, completed a fundraising of US$1.7 million.
The Board has completed a Bridge Funding through a combined convertible securities and warrant
issuance with Bergen Global Opportunity Fund, LP, a New York based institutional fund. The Bridge Funding raised US$598,000, with
the potential for an increase to up to US$4,098,000 should both parties agree. In addition, the Company undertook a subscription
on 13 June 2016 to raise US$200,000 through the subscription of 4,620,005 new ordinary shares at an issue price of 3 pence
each.
The Group have entered a non-binding Letter of Understanding for a share placement of up to US$4.0
million with Zhejiang Golden Machinery Plant ("ZGMP") with due diligence currently being undertaken.
The Redstone Convertible Loan Notes mature in August 2016. Redstone have provided a written
undertaking to extend the maturity of the Notes to at least July 2017 subject to concluding negotiations regarding revisions to
the terms of conversion in the coming months. The Directors, based on discussions with representatives of Redstone, fully expect
that the Notes will ultimately be converted rather than called for payment.
Puno dispute
As already mentioned in this Report, Puno lodged an application in terms of Section 344(f) and 345
of the Companies Act against Central Rand Gold SA, which, upon advice from our legal advisors, we are opposing. Answering
affidavits have been lodged. The time period for Puno to file their replying affidavit lapsed on 22 June 2016. Puno's opportunity
to file further affidavits has now lapsed and the Company awaits Puno's confirmation whether they intend to persist in their
application.
APPRECIATION
I would like to thank Johan du Toit, who resigned as Chief Executive Officer and Director in
December 2015. Johan played a significant role in the shaping of the Company during his seven year tenure, firstly in the role of
Chief Financial Officer and in latter years as the Chief Executive Officer.
Lola Trollip has now assumed the role of Chief Executive Officer of Central Rand Gold SA and she
will be joining the Board of Central Rand Gold as an Executive Director as soon as all the necessary regulatory
paperwork has been processed. We look forward to the energy and focus she will bring to the role. Lola has over 30 years'
experience in the African mining industry and deep financial skills which will be valuable for the Company in its quest to become
profitable.
I also express my appreciation to Allen Phillips, who recently resigned in June 2016, for his
valuable guidance during his tenure as Non-executive Director.
Further, I welcome to the Board a new Non-executive Director, Mark Austin. Mark is a
geologist with extensive experience in exploration and mining geology as well as considerable management experience having
managed various gold and diamond mines across Africa. Mark was appointed on 15 December 2015.
Finally, I thank the shareholders of Central Rand Gold for their continued support and believe the
Company is in a strong position to embark upon the 2016 financial year.
Nathan Taylor
Chairman
Statement of Financial Position
|
|
as at 31 December 2015
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
2015
|
|
2014
|
|
Notes
|
US$'000
|
|
US$'000
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
2,271
|
|
3,592
|
Intangible assets
|
|
2,114
|
|
2,830
|
Security deposits and guarantees
|
|
46
|
|
191
|
Environmental guarantee investment
|
|
2,584
|
|
3,177
|
Loans receivable
|
|
7,236
|
|
8,646
|
|
|
14,251
|
|
18,436
|
|
|
|
|
|
Current assets
|
|
|
|
|
Security deposits and guarantees
|
|
26
|
|
65
|
Prepayments and other receivables
|
|
480
|
|
1,239
|
Inventories
|
|
120
|
|
76
|
Cash and cash equivalents
|
|
556
|
|
914
|
Derivative asset
|
|
-
|
|
720
|
|
|
1,182
|
|
3,014
|
|
|
|
|
|
Total assets
|
|
15,433
|
|
21,450
|
|
|
|
|
|
EQUITY
|
|
|
|
|
Attributable to equity holders of the parent
|
|
|
|
|
Share capital
|
9
|
26,617
|
|
26,490
|
Share premium
|
9
|
224,037
|
|
222,963
|
Share-based compensation reserve
|
|
28,238
|
|
28,238
|
Treasury shares
|
|
(6)
|
|
(6)
|
Foreign currency translation reserve
|
|
(28,993)
|
|
(29,534)
|
Accumulated losses
|
|
(260,117)
|
|
(261,559)
|
|
|
(10,224)
|
|
(13,408)
|
Non-controlling interest
|
|
-
|
|
-
|
Total equity
|
|
(10,224)
|
|
(13,408)
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Environmental rehabilitation
|
|
3,676
|
|
4,904
|
Loan payable
|
|
7,236
|
|
14,418
|
|
|
10,912
|
|
19,322
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
6,999
|
|
6,911
|
Royalties taxation payable
|
|
140
|
|
177
|
Loan payable
|
6
|
6,959
|
|
-
|
Derivative liability
|
6
|
647
|
|
8,448
|
|
|
14,745
|
|
15,536
|
|
|
|
|
|
Total liabilities
|
|
25,657
|
|
34,858
|
|
|
|
|
|
Total equity and liabilities
|
|
15,433
|
|
21,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Profit or Loss
|
|
for the year ended 31 December 2015
|
|
|
|
|
|
Group
|
|
|
|
2015
|
|
2014
|
|
Notes
|
US$'000
|
|
US$'000
|
|
|
|
|
|
Revenue
|
|
8,093
|
|
8,212
|
Production costs
|
|
(6,079)
|
|
(9,438)
|
Employee benefits expense
|
|
(2,252)
|
|
(3,223)
|
Directors' emoluments
|
|
(468)
|
|
(717)
|
Inventory write down
|
|
-
|
|
(705)
|
Operating lease expense
|
|
(872)
|
|
(787)
|
Operational expenses
|
|
(505)
|
|
(502)
|
Other expenses
|
|
(1,098)
|
|
(1,702)
|
Other income and gains
|
|
305
|
|
543
|
Foreign exchange transaction (losses)/gains
|
|
(75)
|
|
129
|
Loss before interest, tax and depreciation
|
|
(2,951)
|
|
(8,190)
|
Depreciation
|
|
(425)
|
|
(460)
|
Impairment of assets
|
|
(346)
|
|
(158)
|
Fair value movement in embedded derivative
|
6
|
7,081
|
|
(5,108)
|
Finance income and investment income
|
|
1,149
|
|
1,233
|
Finance costs
|
|
(3,066)
|
|
(2,585)
|
Profit/(loss) before income tax
|
|
1,442
|
|
(15,268)
|
Income tax expense
|
|
-
|
|
-
|
Profit/(loss) for the year
|
|
1,442
|
|
(15,268)
|
|
|
|
|
|
Profit/(loss) is attributable to:
|
|
|
|
|
Non-controlling interest
|
|
-
|
|
-
|
Equity holders of the parent
|
|
1,442
|
|
(15,268)
|
|
|
1,442
|
|
(15,268)
|
|
|
|
|
|
Earnings/(loss) per share for loss attributable to the equity holders during the year
(expressed in US cents per share)
|
|
|
|
|
Basic earnings/(loss) per share
|
|
1.58
|
|
(17.51)
|
Diluted loss per share
|
|
(2.23)
|
|
(17.51)
|
|
|
|
|
|
|
|
|
|
|
Statement of Comprehensive Income
|
for the year ended 31 December 2015
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Group
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2015
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2014
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US$'000
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US$'000
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Profit/(loss) for the year
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1,442
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(15,268)
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Other comprehensive income/(loss):
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Item that may be reclassified subsequently to profit or loss
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Exchange differences on translating foreign operations
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541
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(92)
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Other comprehensive income/(loss) for the period, net of tax
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541
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(92)
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Total comprehensive income/(loss) for the period
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1,983
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(15,360)
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Total comprehensive income/(loss) is attributable to:
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Non-controlling interest
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-
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-
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Equity holders of the parent
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1,983
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(15,360)
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1,983
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(15,360)
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