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Final Results & Annual Financial Report

DAL

RNS Number : 7211C
Central Rand Gold Limited
30 June 2016
 

 

 

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


 



Group



2015


2014



 US$'000


 US$'000






Profit/(loss) for the year


1,442


  (15,268)

Other comprehensive income/(loss):





Item that may be reclassified subsequently to profit or loss





Exchange differences on translating foreign operations


541


  (92)

Other comprehensive income/(loss) for the period, net of tax


541


  (92)

Total comprehensive income/(loss) for the period


1,983


  (15,360)






Total comprehensive income/(loss) is attributable to:





Non-controlling interest


  -


  -

Equity holders of the parent


1,983


  (15,360)



1,983


  (15,360)





 
  
Attributable to equity holders of the Group
  
  
  
  
   
Ordinary share capital
  
Share premium
  
Share-based compensa-tion reserve
  
Treasury shares
  
Foreign currency transla-tion reserve
  
Accumula-ted losses
  
Total
  
Non-controll-ing interest
  
Total equity
   
US$ '000
  
US$ '000
  
US$
 '000
  
US$ '000
  
US$
 '000
  
US$
 '000
  
US$ '000
  
US$
 '000
  
US$
 '000
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Balance at
31 December 2013
25,604
  
213,377
  
28,224
  
(6)
  
(29,442)
  
(246,291)
  
(8,534)
  
-
  
(8,534)
Total comprehensive income for the year
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Loss for the year
-
  
-
  
-
  
-
  
-
  
(15,268)
  
(15,268)
  
-
  
(15,268)
Other comprehensive income
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Foreign currency adjustments
-
  
-
  
-
  
-
  
(92)
  
-
  
(92)
  
-
  
(92)
Transactions with owners, recorded directly in equity
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Issue of shares:
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
Capital raising
886
  
9,586
  
-
  
-
  
-
  
-
  
10,472
  
-
  
10,472
Employees' and Directors' share-based payments and options
-
  
-
  
14
  
-
  
-
  
-
  
14
  
-
  
14
Balance at
31 December 2014
26,490
  
222,963
  
28,238
  
(6)
  
(29,534)
  
(261,559)
  
(13,408)
  
-
  
(13,408)


 

 


Attributable to equity holders of the Group

 


Ordinary share capital


Share premium


Share-based compensa-tion reserve


Treasury shares


Foreign currency transla-tion reserve


Accumula-ted losses


Total


Non-controll-ing interest


Total equity


US$ '000


US$ '000


 US$ '000


US$ '000


US$ '000


 US$ '000


US$ '000


 US$ '000


US$ '000

Balance at

31 December 2014

26,490


222,963


28,238


(6)


(29,534)


(261,559)


(13,408)


-


(13,408)

Total comprehensive income for the year


















Profit for the year

-


-


-


-


-


1,442


1,442


-


1,442

Other comprehensive income


















Foreign currency adjustments

-


-


-


-


541


-


541


-


541

Transactions with owners, recorded directly in equity


















Issue of shares:


















Capital raising

127


1,074


-


-


-


-


1,201


-


1,201

Balance at

31 December 2015

26,617


224,037


28,238


(6)


(28,993)


(260,117)


(10,224)


-


(10,224)


















 


Statement of Cash Flow

 

for the year ended 31 December 2015

 


 



Group

 



2015


2014


Notes

 US$'000


 US$'000

CASH FLOWS FROM OPERATING ACTIVITIES





 

Profit/(loss) before tax


1,442


  (15,268)

 

Adjusted for :





 

Depreciation


425


  460

 

Employment benefit expenditure (share-based payments)


-


  14

 

Profit on disposal of property, plant and equipment


(146)


  (17)

 

Impairment of inventory


-


  705

 

Impairment of assets


346


  158

 

Net loss/(gain) on foreign exchange


75


  (129)

 

Finance income


(1,149)


  (1,233)

 

Finance costs


3,066


  2,585

 

Fair value movement in embedded derivative

6

(7,081)


5,108

 

Changes in working capital





 

Decrease/(increase) in prepayments and other receivables


689


  (325)

 

(Increase)/decrease in inventory


(44)


  129

 

Increase/(decrease) in trade and other payables


173


  (60)

 

(Decrease)/increase in provisions


-


  809

 

Cash flows used in operations


(2,204)


  (7,064)

 

Finance income


203


  273

 

Finance costs


580


  -

 

Sundry income


-


  (1,610)

 

Net cash used in operating activities


  (1,421)


  (8,401)

 






 

CASH FLOWS FROM INVESTING ACTIVITIES





 

Purchases of property, plant and equipment


(92)


  (1,049)

 

Proceeds from disposal of property, plant and equipment


180


  186

 

Increase in environmental guarantee deposit


65


  (53)

 

Net cash from/(used) in investing activities


153


  (916)

 






 

CASH FLOWS FROM FINANCING ACTIVITIES





 

Proceeds from issue of shares for cash

9

1,261


  4,254

 

Cost relating to the issue of shares

9

(60)


(257)

 

Net proceeds from exercise of share options


-


  3,732

 

Net cash from financing activities


1,201


  7,729

 






 

Net decrease in cash and cash equivalents


(67)


  (1,588)

 

Cash and cash equivalents at 1 January


914


  2,475

 

Effects of exchange rate fluctuations on cash balances


(291)


  27

 

Cash and cash equivalents at 31 December


556


  914

 



 



 

 


6.   Loans payable - Redstone Capital Limited

 


 


Debt

Warrant

Option

Redstone's debt conversion option

Central Rand Gold's debt conversion option

Total

 


US$ '000

US$ '000

US$ '000

US$ '000

US$ '000

US$ '000

 

At 1 January 2014

5,148

1,434

1,189

2,749

-

10,520

 

Fair value loss/(gain)

-

1,043

1,469

3,316

(720)

5,108

 

Derivative exercise

-

(94)

(2,658)

-

-

(2,752)

 

Interest

1,204

-

-

-

-

1,204

 

Cash paid

(580)

-

-

-

-

(580)

 

At 31 December 2014

5,772

2,383

-

6,065

(720)

13,500

 

Fair value loss/(gain)

-

(1,905)

-

(5,896)

720

(7,081)

 

Interest

1,767

-

-

-

-

1,767

 

Cash paid

(580)

-

-

-

-

(580)

 

At 31 December 2015

6,959

478

-

169

-

7,606

 


 

*The prior year loan balance of $5,772,000 was shown in non-current loans payable in the statement of financial position.

 


 

7.   Related party transactions

 


 

On 19 August 2013, shareholders of the Company approved the issue to Redstone, of US$7.25 million convertible loan note instruments bearing 8%p.a. coupon interest payable on a quarterly basis with a maturity date of August 2016 ("the Convertible Loan Note"). In addition to this, the Company entered into an agreement to issue Redstone warrants equivalent to 50% of the Convertible Loan Note ("the Warrant") and an option agreement (the "Option Agreement") that, in the event that the Company undertook an open offer, Redstone will have an option to subscribe for such additional number of Ordinary Shares to ensure that its percentage holding of the issued share capital of the Company would remain unchanged (assuming the full conversion of the Convertible Loan Notes) following any such open offer.

 


 

8.   Share-based payments

 


 

During the year, no further share options were granted to employees.

 


 

9.   Share capital and share premium

 


 

 


Number of shares

Issued and

fully paid up shares

Share premium

Total

 

 



US$ '000

US$ '000

US$ '000

 

 

At 1 January 2014

31,993,443

25,604

213,377

238,981

 

 

Issue of shares for cash

29,396,065

462

3,792

4,254

 

 

Exercise of share options

23,991,300

396

5,737

6,133

 

 

Exercise of warrants

1,800,000

28

314

342

 

 

Cost of share issue

-

-

(257)

(257)

 

 

At 31 December 2014

87,180,808

26,490

222,963

249,453

 

 

Issue of shares for cash

8,015,000

127

1,134

1,261

 

 

Cost of share issue

-

-

(60)

(60)

 

 

At 31 December 2015

95,195,808

26,617

224,037

250,654

 


 

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).

 


 

10.  Dividends

 


 

No dividends were declared or paid during the year under review.

 



 


11.  Reconciliation between loss and headline loss attributable to equity holders of the Group


Headline earnings/(loss) are specific disclosures defined and required by the Johannesburg Stock Exchange and are non-GAAP financial measures.



Group


2015


2014


US$'000


US$'000

Profit/(loss) attributable to equity holders of the Group

1,442


(15,268)

Less: Profit on disposal of property, plant and equipment

(146)


(17)

Headline earnings/(loss)

1,296


(15,285)


12.  Contingent liability


Thin capitalisation

The tax legislation with regards to thin capitalisation changed with effect from 1 April 2012 and applicable in respect of years of assessment commencing on or after that date. The safe harbour ratio of 3:1 included in the previous legislation was replaced with the concept of "arm's length." In instances where the loans are considered not to be on an arm's length basis all or part of the interest charged could be disallowed as a deduction.  Any interest not allowed as a deduction will be treated as an adjustment in terms of Section 31 of the Income Tax Act.   In terms of Section 31(3) of the Income Tax Act, any adjusted amount for transfer pricing and thin capitalisation purposes, prior to 1 January 2015, constituted a deemed loan. As per the amended law, should this amount, plus interest deemed to have accrued on it, not have been repaid to the taxpayer by the relevant non-resident connected person by 31 December 2014, the outstanding "deemed loan" must "be deemed to be a dividend consisting of a distribution of an asset in specie, that was declared and paid by that resident to that other person on 1 January 2015". Such deemed dividend will be subject to Dividends Withholding Tax ("DWT"), at a rate of 15%.


In prior years, management obtained legal opinion based on which they concluded that there is no deemed loan.  In further assessing the impact of the amendments on its intercompany loans, management concluded that due to the lack in industry guidance pertaining to the application of the "arm's length" concept, management will be unable to confirm their conclusion without finalising a full Transfer Pricing benchmarking study applying OECD (Organisation for Economic Co-operation and Development) principles.


13.  Events occurring after reporting date


Operating

The Company negotiated and executed a Tolling Agreement (the "Tolling Agreement") in 2016 with a third party supplier of ore for the processing of gold-bearing material through the Company's metallurgical plant. The Tolling Agreement 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 Agreement, the Company elected to temporarily suspend mining at its open pit operations.


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.


Fundraising

In order to strengthen its balance sheet and provide working capital in order to undertake continued surface mining operations, identify and source further plant feed material and carry out a programme of plant upgrades and efficiency processes to further improve plant availability and recovery rates, the Company has subsequent to year-end completed the following fundraising:

·  A first share placement on 9 February 2016 of 14,279,371 new ordinary shares at 3.5 pence, which raised £0.50 million.

·  A second share placement on 9 March 2016 of 20,719,644 new ordinary shares at 3.5 pence, which raised £0.73 million.

·  A bridge funding (the "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.

·  A subscription raised US$200,000 through the subscription of 4,620,005 new ordinary shares at an issue price of 3 pence each.

·  Given the continued engagement with ZGMP to optimise and potentially expand the metallurgical plant, the Group entered a non-binding Letter of Understanding for a share placement of up to US$4.0 million with ZGMP with due diligence currently being undertaken.


Puno dispute

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 the Company's legal advisors, Central Rand Gold SA is 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.





Issued on behalf of: Central Rand Gold Limited

 

Date: 30 June 2016

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR EANKNALSKEFF