Central Rand Gold FY 2013 results


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Central Rand Gold FY 2013 results

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Central Rand Gold FY 2013 results

  1. 1. 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 2007/0192231/10) ISIN: GG00B92NXM24 LSE share code: CRND JSE share code: CRD ("Central Rand Gold" or the “Company” or the “Group”) Unaudited Preliminary Annual Results Central Rand Gold today announces its unaudited preliminary annual results for the year ended 31 December 2013. Highlights  Redstone Capital Limited (“Redstone Capital”) became a cornerstone investor, injecting US$7.25 million (US$6.89 million net) into the Company (announced 2 August 2013).  Appointment of two new Non-executive Directors - Nathan Taylor (announced 20 September 2013) and Jason Hou (announced 2 December 2013).  A major plant upgrade including: a new primary crusher and screen circuit; installation of a secondary crushing circuit; and acquisition of a new ball mill.  Positioning operations to maximise ore production, processing, gold production and expansion opportunities within New Order Mining Right areas.  Transferring stock exchange listings to the Alternative Investment Market (“AIM”) of the London Stock Exchange and the Alternative Exchange (“AltX”) of the JSE Limited on 18 September 2013. Post period events  In January 2014, the Company successfully completed an Open Offer raising £1.69 million, culminating in Redstone Capital investing a further £2.11 million by taking up its rights in terms of the share Option Agreement.  Michael McMahon stepping down from the Board as Chairman and appointment of Allen Phillips as a new Independent Non-executive Director.
  2. 2. Full copies of the Company's Annual Report and Accounts, including the Company Profile, Directors' Report, Corporate Governance and Sustainable Development Report, Directors' Responsibility Statement, Company Secretarial Confirmation, Auditor's Report and full Financial Statements, will be available on the Company’s website www.centralrandgold.com on or before 30 May 2014. For further information, please contact: Central Rand Gold +27(0) 87 310 4400 Johan du Toit / Patrick Malaza Charles Stanley Securities Limited +44 (0) 20 7149 6478 Marc Milmo / Mark Taylor Merchantec Capital +27 (0) 11 325 6363 Monique Martinez / Marcel Goncalves Buchanan Communications Limited +44 (0) 20 7466 5000 Bobby Morse / Louise Mason Jenni Newman Public Relations +27 (0) 11 506 7351 Proprietary Limited Jenni Newman
  3. 3. Chairman’s report I present to you the Annual Report of our Company for 2013, a year characterised by much progress in mining, on-going metallurgical frustrations, and the securing of a major new investor which provided the Company with the capital to tackle the processing difficulties that have impacted the Company. There have been two General Meetings of shareholders since our last Annual General Meeting, one in August 2013 to approve the Convertible Loan arrangements with Redstone Capital and one in January 2014 in connection with the Open Offer promised at the time of the Convertible Loan. Since these matters were fully publicised at the time, I will not repeat them here other than to remind shareholders that the Convertible Loan raised a gross US$7.25 million (£4.757 million) and the Open Offer raised a gross US$2.2 million (£1.685 million). On 25 March 2014, it was further announced that Redstone Capital had exercised 73.6% of the options available to it following the Open Offer and had accordingly acquired 23,991,300 shares for a gross consideration of US$3.4 million (£2.11 million). Following the exercise of its option, Redstone Capital is currently interested in approximately 31.91% of the Company’s issued share capital. Should Redstone Capital ultimately convert its loans and warrants fully to shares it will then hold approximately 67.28% of the Company’s issued share capital. I believe that following completion of the Open Offer and the Redstone funding, which has enabled the Company to make the required changes to its processing plant, it is an appropriate time for me to step down as Chairman and as a Director of the Company. From this date, Mr Nathan Taylor of Redstone Capital, who joined the Board in September last year is appointed as Interim Chairman. He and Redstone Capital have the ability and power to take CRG towards its true destiny and I wish him every success in those efforts.
  4. 4. Current status It is not my intention to repeat matters covered so well in the CEO’s report; I merely characterise the year in summary as follows:  The gold price and the Rand/US Dollar exchange rate have supported our endeavours.  We have (thus far) been spared the labour relations torment of the major players in the gold and platinum industries.  The government-led dewatering plant for the Central Wits Basin (in which we sit) will start up in May 2014, so this can come off our anxiety list.  The tensions of recent years in our relations with the Department of Mineral Resources have subsided, and there have been no further threats to our Mining Rights.  The dispute with Puno, our Broad-Based Black Empowerment partner, staggers onwards with no real progress. This has not impacted the Company during the year.  The Company’s reserve base continues to mature and expand, with current operations at CMR East having joined the operating CMR West as a formal Reserve.  The Company continues to find new surface material to mine. Open cast operations are indicated to continue until at least September of 2014.  Our conventional hand-held drilling mining has matured into a sensible and predictable operation. Underground efforts at grade control, both in terms of blasting techniques and waste removal, have delivered stable grades and Mine Call Factor, all of which provides (at last) some certainty in the budgeting and financial planning arenas.  The successful resolution of so many of our problems has been largely undone by the continued unreliability of our metallurgical plant. When operational, this plant delivers to industry best practice in terms of recovery, but the downtime and cost of major repairs have interrupted production so as to turn a potentially profitable year into a substantial loss. This has indeed been our ‘Achilles’ heel’.  The securing of funding from Redstone Capital and from our shareholders in the Open Offer has put the Company in a position to move from running (and repairing) on an ad- hoc basis to a proper ‘Stop-Fix’ correction programme.  While the Company had been expecting to make a modest profit and be cash-positive over the year, the reality was an ‘All-in’ operating cost that was US$447 per ounce higher than last year at US$2,425 per ounce, an operating loss, and a net cash draw down of US$8.9 million.
  5. 5.  Significant capital expenditure on metallurgical plant upgrades and the operating shortfall have been accommodated by the inflow of new funds leaving the Company at a reasonable year-end cash balance of US$2.5 million. ‘Born again’ Courtesy of the injection of new funds, as led by Redstone Capital, the Company finds itself in a much stronger position than it did last year. The refurbishment of the metallurgical plant was started in earnest in September 2013 and is well on the way to completion in the second quarter of 2014. There are high expectations of a year that delivers to budget, though profitability is only really expected from June 2014, once plant modifications and their associated interruptions are complete. From that base, the Company is investing in the refurbishment of its underground trackless mining fleet with a view to restarting development underground in the middle of the year and doubling production rates by the end of the year. Your Board hopes to be able to demonstrate the case for a vibrant future meriting the progressive exploitation of its vast mineral holdings. The AIM listing As part of the Convertible Loan approval in August last year, it was agreed to move from the LSE’s Main Board to the AIM listing, and from the JSE’s Main Board to the AltX. This was accomplished without difficulty. PUNO The situation with our Broad-based Black Economic Empowerment partner is not improving. In December 2013, the long awaited court hearing to compel the appointment of an arbitrator in our dispute, was held. Regrettably, the matter was not heard on its merits, but was surprisingly dismissed on the basis of prescription, due to the time this had all taken. Given that the delays were substantially and purposely caused by Puno, we find this so surprising that the matter has been taken on appeal.
  6. 6. Governance With the move to an AIM listing the structures of the Combined Code do not formally apply. Your Board has resolved to operate as far as practical to the standards set and required in the past, with the only changes thus far being firstly, with the arrival of two nominee Directors from Redstone Capital there was no longer a majority of Independent Directors on the Board. Your Board felt comfortable that in a structure with a controlling shareholder a balance between Executive, Non-executive (nominees) and Independent Directors at two of each was optimal. The incoming Chairman and his Board are aware that the loss of the two Independent Directors (Miklos Salamon and myself) and the recruitment thus far of one (Mr Allen Phillips) leaves the overall balance of the Board as unfinished business. Secondly, it should be noted that the appraisal processes for the Board, its Committees and the Executive Directors are still completed, but in a less formal fashion. We have previously listed minimal staffing as an exposure in terms of internal controls. While this is still the case it does not constitute a non-compliance with AIM governance expectations. There is a separate section on Governance in the body of the Annual Report, but it does reflect the past. Changes to Board composition will naturally now require restructuring of Board committees. Appreciation I express a warm welcome to the two new Directors nominated by Redstone Capital, Messrs Nathan Taylor and Jason Hou, and to Mr Allen Phillips as a new Independent Director. I leave the Company in good hands. As part of this orderly progression Miklos Salamon resigned from the Board on 1 April 2014. Miklos has been an Independent Director since 2008 and from his wealth of international mining experience he has been absolutely key to the determination of the right technical and production direction of the Company. He leaves with the thanks and best wishes of the whole Board. I extend my thanks to the rest of the Board and to the Executive Team.
  7. 7. Michael McMahon Chairman
  8. 8. Chief Executive Officer’s report Introduction Redstone Capital Without doubt the main highlight of 2013 was attracting Redstone Capital as our cornerstone investor, enabling the Company to significantly upgrade plant and equipment towards making a meaningful improvement in production in 2014. Announced in August 2013, this transaction raised US$7.25 million (US$6.89 million net) through the issue of convertible Loan Notes to Redstone Capital. Redstone Capital is a special purpose Hong Kong-registered investment company focusing on gold investment opportunities in Sub-Saharan Africa. Considering that the international market trend has not been favourable to junior miners, it was extremely timely and satisfying for the Company to attract a serious investor with a proper understanding of the potential of our operations and broader resource base. The funds raised from this important capital injection have enabled Central Rand Gold to upgrade vital plant and equipment, focus on further development of underground mining, and boost general working capital reserves. Following the conclusion of the Redstone Capital transaction, two new Independent Non- executive Directors joined our Board – Jason Hou and Nathan Taylor. It is great to have them as part of the team that is steering Central Rand Gold towards a brighter and more prosperous future for all stakeholders. Successful Open Offer to shareholders The successful Open Offer to shareholders, announced in December 2013, was hugely beneficial to the Company. The Open Offer, at the same price as the Redstone Capital transaction (8.78 pence or 149 South African cents), raised £1.69 million. Following the Open Offer, Redstone Capital exercised 73.6% of the options available to it and had
  9. 9. accordingly acquired 23,991,300 shares for a gross consideration of US$3.4 million (£2.11 million). Funds from this capital raising are being allocated towards the following: continuing to open up the resource base in the CMR tenement area; furthering underground development; undertaking studies into mining down to 900 metres below surface as dewatering of the Central Basin gives deeper access to underground resources; conducting feasibility studies into other tenement areas; and potentially owning and operating more of our own equipment to reduce operating costs. Upgrade of plant and equipment As a direct result of the additional funds, the Company was able to procure and install a primary jaw crusher and rent and install a secondary gyratory core cone crusher which has a capacity in excess of 30,000 tonnes per month. An additional ball mill and leach tanks have been procured to increase overall processing capacity beyond 25,000 tonnes per month. Mining capacity currently stands at around 25,000 tonnes per month. So it is evident that we are building surplus milling and crushing capacity to cater for future needs. This spare capacity will lessen the current pressure on the existing milling circuit, enabling more proactive and effective maintenance, thus ensuring improved uptime. The increased milling capacity and availability will also lessen the Company’s reliance on external tolling which will improve both revenue generation and operating margins. Transfer to AIM and AltX On 18 September 2013, Central Rand Gold shares began trading on the London AIM exchange and Johannesburg’s AltX exchange. This transfer from the Main Boards of the LSE and the JSE was smoothly undertaken and is a much better reflection of the Company’s size and stature, as well as being much more cost effective and less burdensome from an administrative point of view. Acid mine drainage (“AMD”) It is pleasing to report that progress has been made in this important area with Trans-Caledon Tunnel Authority (“TCTA”) expecting to commission the dewatering plant and submersible pumps at the end of May 2014.
  10. 10. The Company donated two Ritz submersible pumps to this vital dewatering project within the Central Basin which was delivered to TCTA in 2013. With the water level at the end of April 2014 being approximately 186 metres below the surface, ongoing pumping and dewatering will not only have considerable environmental benefits, but will also give mines such as ours much improved access to deeper mining levels over time. Mining update Highlights • Mining production 26% above last year to 254,979 tonnes (2012: 202,709 tonnes). • The CRG East Horizontal project’s Mine Design and Scheduling was completed. • The Crown Scoping Study was completed. Safety Safety was a challenge throughout 2013 which pushed the Company to intervene through, among other things, the CRG Safety and Production Initiative and also to align the 2013 CRG Safety, Health, Environment and Quality (“SHEQ”) Action Plan, with risks and hazards being faced. In the period under review, while there were no fatalities, the majority of accidents were as a result of rolling rocks and we have concentrated on the removal of overhanging rocks on the up-dip sides of the working places and also on installation of gate stulls, as a priority. We ended the year with 15 lost-time injuries, of which the last four were caused by the negligent and reckless operation of a personnel transporter. This also increased the number of dressing cases (treat and return) from 11 to a total of 21. The majority of dressing cases were related to slip and fall accidents as a result of working in steep stope areas. Safety statistics Type of injury 2013 2012 Dressing cases 21 6 Lost-time injuries 15 13
  11. 11. Incidents 19 3 The above table shows overall safety statistics for 2013, comparing actual statistics to those achieved in 2012. However, it is with great sadness that the Company reports a fatal accident this month. Our condolences go out to his family. This is a tragic accident given the safety record of the Company over the last few years. Health and safety continues to be a core focus for the Company as we strive to adhere to international health and safety best practices. Production The following table shows key mining statistics for 2013, comparing the actual statistics with those achieved in 2012. 2013 2012 Variance 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) 595 313 282 Reef Development (m) 559 200 359 Total (m) 1,154 513 641 Stoping (t) 150,987 3.50 111,671 4.58 39,316 (1.16) Open Pits (t) 103,992 2.64 91,038 3.11 12,954 (0.46) Total Tonnes 254,979 3.15 202,709 3.92 52,270 Underground production Production increased by 35% over last year to 150,987 tonnes (2012: 111,671 tonnes) on the back of newly opened stoping areas. Approximately 241,841 tonnes of ore is still available and this will only require minimal waste and on-reef development to optimise. These tonnes will provide approximately 17 months of production at current target levels. Conventional stoping
  12. 12. This concept has been fully adopted as CRG’s Mining Method. All Mine Designs that have been completed, and those that will be done in the future, are to be based on the Conventional Stoping method. Open pits production Open pits production increased by 14% over last year to 103,992 tonnes (2012: 91,038 tonnes) on the back of the new opened Nasrec pit. The mined grade did, however, drop during the year by 0.46 g/t to 2.64 g/t. There was no mining on the open pits during December 2013 to March 2014 as a result of plant upgrade and the fact that adequate amounts of stockpiles were attained. As at 31 December 2013, there were approximately 66,000 tonnes of reef remaining at Nasrec Pit 1. Metallurgical update Production summary 2013 2012 Internal - Tonnes processed (t) 151,279 171,110 - Built-up head-grade (g/t) 1.79 2.06 - Fine gold produced (oz) 7,675 10,243 External ( Toll treatment) - Tonnes processed (t) 47,435 48,264 - Delivered grade (g/t) 1.78 2.24 - Fine gold produced (oz) 2,621 3,466 Total tonnes processed (t) 198,714 219,374 Total gold produced (oz) 10,296 13,709 Internal Production
  13. 13. Although 2013 still had fundamental challenges around the metallurgical processing plant stemming from 2012, significant progress was made to upgrade the metallurgical plant’s capacity and availability made possible by the Redstone Capital funding. The funding has been earmarked to undertake a number of upgrades to the metallurgical processing plant to improve reliability and to increase the overall plant capacity to approximately 25,000 tonnes per month, in line with the current monthly surface and underground mining production. The metallurgical plant’s ability to mill the harder sulphide ore has remained the production bottleneck for the duration of 2013 and is likely to be resolved during the first half of 2014. The two key factors that impacted the milling capacity were the inability to provide the mills with consistent feedstock and to ensure the availability of the mills when feedstock was available. Crushing and Screening As reported earlier, during the first quarter of 2013, major modifications to the Vertical Shaft Impactor (“VSI”) crushing circuit were undertaken with the aim of replacing the existing open crushing configuration which required external mobile jaw crushers with a self- contained closed circuit crushing train. The modifications were intended to optimise tramming, eliminate external crushing costs and, most importantly, to minimise fine gold losses during the primary crushing stage. Batch testing of underground sulphide ore proved that the crushing capacity of the circuit was not adequate to handle the harder sulphide rock and thus could not provide consistent feed to the Bateman and CIL mills. The Company reverted back to making use of external crushing capacity for the majority of the second and third quarters of 2013. The Redstone Capital funding enabled the Company to procure and install a suitable primary jaw crusher and screening circuit that has a crushing and screening capacity in excess of 30,000 tonnes per month. This primary jaw crusher is able to reduce hard underground sulphide ore from a run of mine feedstock of 700mm to a secondary crusher feedstock of 90mm, whilst simultaneously screening the high grade 10mm fine fraction.
  14. 14. Commissioned during the end of 2013, the use of this primary jaw crusher will result in a reduction in primary crushing costs from ZAR24 per tonne to an estimated ZAR12 per tonne during 2014. The Company also evaluated options for an appropriately sized secondary crusher with nameplate capacity of 30,000 tonnes per month, matching the output capacity of the primary jaw crusher, which could replace the previous VSI. In the interim, a secondary gyratory cone crusher (“Chameleon Crusher”) has been rented as a pilot programme to further reduce the primary jaw product down to a top size of 10mm with up to 25% passing 75 micrometres, representing a much improved mill feedstock. The rented gyratory cone crusher was fully commissioned at the end of September 2013. The Chameleon Crusher is currently delivering crushed product as designed. However, the current availability levels of <60% remains a concern. The Company believes the availability of the Chameleon crusher can be rectified. The Company is also considering other secondary crushing options that will ensure the delivery of appropriate and consistent mill feed. It is pleasing to note that the Company now has a far more robust and efficient method of crushing and screening its run of mine gold bearing ore. Milling capacity Continuous failures of the gearbox and drive train configuration of the Bateman 7’ x 10’ ball mill caused significant milling downtime during the first half of 2013, resulting in the reported decrease in processed tonnes. Full root-cause analyses of these failures were carried out at the end of May 2013 and the current modifications to the Bateman Mill appear to have resolved many of these issues as the availability increased from an average of 60% for the first trimester to an average of 87% for the remainder of the year. The CIL 9’ x 12’ ball mill also experienced unplanned drive train failures. A planned five- day shutdown of the CIL mill in early January 2013, to replace a worn pinion gear, was extended for a further seven days upon discovery of a bent pinion coupling shaft which required additional fabrication.
  15. 15. The mill was returned to full production at the end of January 2013. The mill performed reasonably well until the end of October 2013 with an average availability of 84%. The feed- end trunnion bearing failed and was replaced during the first week of November 2013. A root-cause analysis showed that the failure was due to cyclone and concentrator spillage around the bearing, which was subsequently addressed. A manufacturing defect caused the installed bearing to cease operating three weeks after installation. Although two of the critical bearings were ordered during the second week of November 2013, a worldwide unavailability of the bearings caused the bearing only to be installed on 16 January 2014. The unavailability of the bearing severely impacted the production of the plant for a period of eight weeks. As a result of lower plant throughput due to poor availability and lower surface grades, internal gold production was down 25% to 7,675 ounces (2012: 10,243 ounces). The focus for 2014 will be to increase both mills’ availability to above 90%. The Company has procured an additional 9’ x 10’ ball mill that will effectively increase milling capacity by 12,000 tonnes per month. This strategy follows the overall metallurgical plant philosophy of ensuring full redundancy and assuring maximum total plant availability. Once the aforementioned ball mill has been commissioned, the Company will have milling capacity in excess of 25,000 tonnes per month. The mill installation is expected to be commissioned by the end of the second quarter of 2014. Further metallurgical upgrades With the upgrades of both Crushing and Milling aspects of the plant providing additional processing capacity, it became key to simultaneously consider the upgrade of the downstream processing components. These upgrades include improving the elution circuit and increasing leaching capacity and the Company looks forward to updating shareholders throughout 2014. External production (Toll treatment) As a consequence of internal plant challenges, about 47,435 tonnes (2012: 48,264 tonnes) were toll treated with Mogale realising about 2,621 fine gold ounces (2012: 3,466 ounces). In total, gold production fell 25% to 10,296 ounces (2012: 13,709 ounces).
  16. 16. Looking forward The first quarter of 2014 has been impacted by the work we have been undertaking to upgrade our processing plant. Total underground mine production for the quarter was 37,571 tonnes (2013: 53,808 tonnes) mainly due to surface mining put on hold until the plant is fully commissioned. As a result, tonnes processed down 12% to 43,462 tonnes (2013: 49,229). Looking forward with the changes in the metallurgical plant we will focus on increasing capacity and the availability of the plant. Root-cause analyses, bottleneck management and reduction of variability and standardisation will continue to form a strong base for achieving production and cost saving objectives for 2014. Geological and mine call factor update Resources SAMREC Mineral Resources for the Main Reef underlying CMR were updated in February 2014, incorporating additional sampling information captured during 2013 and recording depletions during the same period. This resource update was undertaken by Dr Carina Lemmer, an independent geostatistician and Competent Person in terms of the SAMREC code. SAMREC Compliant Mineral Resources February 2014 June 2013 Area Category Tonnes (Mt) Grade (g/t) Content (Moz) Tonnes (Mt) Grade (g/t) Content (Moz) CMR Measured 1.46 3.65 0.17 1.33 3.57 0.15 Indicated 11.30 4.53 1.64 12.13 4.30 1.68 Inferred 4.34 5.60 0.78 4.34 5.60 0.78 Exploration Target 15.86 8.49 4.33 15.86 8.49 4.33 Crown Indicated 2.58 5.67 0.47 2.58 5.67 0.47 Inferred 2.77 7.19 0.64 2.77 7.19 0.64 Exploration Target 24.34 9.61 7.52 24.34 9.61 7.52
  17. 17. City Indicated 0.78 7.58 0.19 0.78 7.58 0.19 Inferred 0.70 8.00 0.18 0.70 8.00 0.18 Exploration Target 22.95 9.66 7.13 22.95 9.66 7.13 Village Indicated 0.53 5.87 0.10 0.53 5.87 0.10 Inferred 0.17 14.64 0.08 0.17 14.64 0.08 Exploration Target 13.57 10.57 4.61 13.57 10.57 4.61 Simmers Indicated 0.73 8.10 0.19 0.73 8.10 0.19 Inferred 0.15 8.29 0.04 0.15 8.29 0.04 Exploration Target 9.55 10.29 3.16 9.55 10.29 3.16 Other Indicated - - - - - - Inferred - - - - - - Exploration Target 33.67 8.34 5.41 33.67 8.34 5.41 Total Measured 1.46 3.57 0.17 1.33 3.57 0.15 Total Indicated 15.92 5.06 2.59 16.75 4.88 2.63 Total Inferred 8.13 6.58 1.72 8.13 6.58 1.72 Total Exploration Target 119.94 8.34 32.16 119.94 8.34 32.16 Grand Total 145.45 7.84 36.64 146.15 7.80 36.66 *Totals are based on additional decimal points resulting in minor total discrepancies. These resources have been modified to reflect the rising AMD water level. Measured, Indicated and Inferred Resources extend to a maximum depth of 450 metres below surface, that being the current maximum depth the newly installed Ritz pumps can dewater to. Resources deeper than this level are currently classified as ‘Exploration Target’, a downgrade which reflects the ability of the Company to currently access these submerged resources. If it can be demonstrated using appropriate costing studies that part or all of this Exploration Target can be economically accessed, that part will revert to its previous Indicated and Inferred Resource status. The Company is currently investigating these options.
  18. 18. NOTE: The information in this statement relating to Mineral Resources and geology has been reviewed and approved by Mr Keith Matier, BSc (Hons), GDE, PrSci Nat, who is a Competent Person in terms of the SAMREC code. Mr Matier is the Geology Manager of Central Rand Gold South Africa (Pty) Limited and has 20 years’ experience in exploration, mineral resource management and mineral evaluation. Mine Call Factor The Mine Call Factor (“MCF”) during 2013 showed a significant improvement in the first half of the year with ‘face to pour’ MCF recon peaking at 100% in April 2013 and averaging 73% for the period January to July 2013. The second half of 2013 showed a more depressed MCF due in the main to significant mobile crusher availability issues resulting in the construction of a company-owned static crusher circuit in the fourth quarter. The December 2013 commissioning of the new circuit did see a significant uptick in MCF in December 2013 with 85% being achieved, albeit on low grades and tonnage. The face to pour MCF for 2013 is estimated at 71%. Gold production While it was disappointing that gold production fell to 10,296 ounces, management is confident that operations are well positioned for increased gold production this year, as well as making significant progress in underground mining development and exploration of tenement areas. Financial update Results The net loss for the full year to 31 December 2013 amounted to US$13.3 million (37.60 cents per share) against a loss of US$4.5 million (0.28 cents per share) in 2012. This increased loss is mainly attributed to the following factors: • A 34% reduction in gold revenue on the back of lower throughput due to poor plant availability, a lower than expected mine call factor, lower tail end surface grades and lower realised average gold prices. • Higher than anticipated plant and mine mobile equipment repair costs combined with attendant plant hire costs.
  19. 19. • Higher utility and diesel fuel costs. • The above factors were partially mitigated by the impact of the weaker Rand/US Dollar exchange rates on Rand denominated costs and sales of redundant assets and waste rock. As a consequence, all-in cash operating costs per ounce rose to US$2,425 per ounce against the prior year’s US$1,973 per ounce. Cash and cash equivalents Cash and cash equivalents is reported at US$2.48 million against the prior year’s balance of US$4.5 million largely due to: • higher cash operating costs; • significantly lower gold production; • ore stockpile build up; and • plant upgrade investment, improved by a US$7.25 million 8% loan note (equivalent of 54,182,436 shares at £0.0878 per share) fund-raising exercise from Redstone Capital in August and September 2013. Post balance sheet event Funding In order to strengthen its balance sheet and in pursuit of achieving its stated mine plan, the Company has subsequent to year-end completed the following fundraising:  In a partially underwritten open offer to shareholders on 20 January 2014 issued 19,196,065 shares at £0.0878 per share which raised US$2.23 million (£1.69 million).  On 21 March 2014 Redstone Capital exercised 73.6% of the options available to it following the Open Offer and had accordingly acquired 23,991,300 shares for a gross consideration of US$3.4 million (£2.11 million). Following the exercise of its option, Redstone Capital is currently interested in approximately 31.91% of the Company’s issued share capital. Should Redstone Capital ultimately convert its loans and warrants fully to shares it will then hold approximately 67.28% of the Company’s issued share capital. Directors
  20. 20. On 1 April 2014 it was announced that Non-executive Director, Miklos Salamon, tendered his resignation from the Board of Directors with immediate effect. On 16 May 2014 it was announced that Independent Non-executive Director and Chairman, Michael McMahon, tendered his resignation from the Board of Directors, and that Allen Phillips was appointed to the Board of Directors as Independent Non-executive Director, both with immediate effect. Prospects The meaningful investments made in plant and equipment during 2013 place the Company in a good position to make substantial progress on a number of fronts during 2014 – including ore production, processing, gold output, underground development and further exploration of tenements within our New Order Mining Right areas. At 31 March 2014 the Group had cash and cash equivalents of US$5.4 million. Whilst gold production in the first quarter was lower as result of plant upgrades in progress, delayed restart of open pit mining and resulting cash burn, our goal in 2014 is to stabilise ore production at 25,000 tonnes and generate annual gold production of around 16,000 ounces. As a result, Directors continue to adopt the going concern basis in the preparation of the financial statements. Further consideration of this is set out in note 1.1. To be able to maximise our resource base opportunities, further development and analysis work will be undertaken to access additional mining areas. Successful dewatering of the Central Basin through the TCTA project, to which the Company has donated two pumps, will allow access to deeper parts of our mining operations in the second half of the year. Thanks Sincere thanks must go to everyone who has played a role in the Company successfully negotiating another challenging, yet rewarding year. All stakeholders have made a meaningful contribution to Central Rand Gold’s ongoing development as a sustainable junior mining enterprise – this includes Directors, managements, staff, suppliers, shareholders and community members. Johan du Toit
  21. 21. Chief Executive Officer
  22. 22. Statement of financial position as at 31 December 2013 Group 2013 2012 US$'000 US$ '000 (Unaudited) (Audited) ASSETS Non-current assets Property, plant and equipment 3,619 4,485 Intangible assets 3,131 3,874 Security deposits and guarantees 194 262 Environmental guarantee investment 3,338 4,003 Loans receivable 8,571 9,560 18,853 22,184 Current assets Security deposits and guarantees 70 79 Prepayments and other receivables 914 952 Inventories 910 1,241 Cash and cash equivalents 2,475 4,512 Non-current assets held-for-sale 174 - 4,543 6,784 Total assets 23,396 28,968 EQUITY Attributable to equity holders of the parent Share capital 25,604 25,604 Share premium 213,377 213,377 Share-based compensation reserve 28,224 28,176 Treasury shares (6) (6) Foreign currency translation reserve (29,442) (28,658) Loan note equity reserve 1,298 - Accumulated losses (244,840) (231,499)
  23. 23. (5,785) 6,994 Non-controlling interest - - Total equity (5,785) 6,994 LIABILITIES Non-current liabilities Environmental rehabilitation 5,713 6,223 Loan payable 16,342 9,560 22,055 15,783 Current liabilities Trade and other payables 6,971 6,081 Taxation payable 155 110 7,126 6,191 Total liabilities 29,181 21,974 Total equity and liabilities 23,396 28,968
  24. 24. Statement of financial performance for the year ended 31 December 2013 Group 2013 2012 US$'000 US$'000 (Unaudited) (Audited) Revenue 14,627 - Production costs (16,344) (13,723) Employee benefits expense (3,969) (4,387) Directors' emoluments (850) (959) Inventory write-up/(down) 39 (1,010) Operating lease expense (523) (1,006) Operational expenses (1,583) (4,211) Other expenses (2,860) (2,582) Other income and gains 622 23,208 Foreign exchange transaction gains/(losses) (121) (38) Earnings before interest, tax and depreciation (10,962) (4,708) Depreciation (536) (589) Impairment of assets (224) (1,218) Loss on fair value of convertible loan note (1,824) Finance income 1,159 1,331 Finance costs (954) (1,019) Loss before income tax (13,341) (6,203) Income tax expense - 1,696 Loss for the year (13,341) (4,507) Loss is attributable to: Non-controlling interest - - Equity holders of the parent (13,341) (4,507) (13,341) (4,507) Loss per share for loss attributable to the equity holders during the year (expressed in US cents per share) Basic loss per share (41.70) (0.28) Headline loss per share (43.39) (0.29)
  25. 25. Diluted loss per share (41.70) (0.28) Shares in issue Weighted average number of ordinary shares in issue 31,993,443 1,599,682,990 Fully diluted weighted average number of ordinary shares in issue 31,993,443 1,599,682,990
  26. 26. Statement of comprehensive income for the year ended 31 December 2013 Group 2013 2012 US$'000 US$'000 (Unaudited) (Audited) Loss for the year (13,341) (4,507) Other comprehensive loss: Exchange differences on translating foreign operations (784) (336) Other comprehensive loss for the period, net of tax (784) (336) Total comprehensive loss for the period (14,125) (4,843) Total comprehensive loss is attributable to: Non-controlling interest - - Equity holders of the parent (14,125) (4,843) (14,125) (4,843)
  27. 27. Attributable to equity holders of the Group Ordinary share capital Share premium Share-based compensation reserve Treasury shares US$'000 US$'000 US$'000 US$'000 Balance at 31 December 2011 25,604 213,377 28,018 (6) Total comprehensive income for the year Loss for the year - - - - Other comprehensive income Foreign currency adjustments - - - - Transactions with owners, recorded directly in equity Employee Share Option Scheme: Share-based payments: Employees’ and Directors’ shares and options - - 158 - Balance at 31 December 2012 25,604 213,377 28,176 (6) Total comprehensive income for the year Loss for the year - - - - Other comprehensive income Foreign currency adjustments - - - - Transactions with owners, recorded directly in equity Issue of convertible notes - - - - Employee Share Option Scheme: Share-based payments: Employees’ and Directors’ shares and options - - 48 - Balance at 31 December 2013 25,604 213,377 28,224 (6)
  28. 28. Attributable to equity holders of the Group Foreign currency transla- tion reserve Loan note equity reserve Accumu- lated losses Total Non- contro- lling interest Total equity US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 Balance at 31 December 2011 (28,322) -(226,992) 11,679 - 11,679 Total comprehensive income for the year Loss for the year - - (4,507) (4,507) - (4,507) Other comprehensive income Foreign currency adjustments (336) - - (336) - (336) Transactions with owners, recorded directly in equity Employee Share Option Scheme: Share-based payments: Employees’ and Directors’ shares and options - - - 158 - 158 Balance at 31 December 2012 (28,658) -(231,499) 6,994 - 6,994 Total comprehensive income for the year Loss for the year - - (13,341) (13,341) - (13,341) Other comprehensive income Foreign currency adjustments (784) - - (784) - (784) Transactions with owners, recorded directly in equity Issue of convertible notes - 1,298 1,298 1,298 Employee Share Option Scheme: Share-based payments: Employees’ and Directors’ shares and options - - - 48 - 48 Balance at 31 December 2013 (29,442) 1,298(244,840) (5,785) - (5,785)
  29. 29. Statement of Cash Flow for the year ended 31 December 2013 2013 2012 US$'000 US$'000 (Unaudited) (Audited) CASH FLOWS FROM OPERATING ACTIVITIES Loss before tax (13,341) (6,203) Adjusted for : Depreciation and amortisation 536 589 Employment benefit expenditure (share-based payments) 48 158 Profit on disposal and scrapping of property, plant and equipment (541) (54) Impairment of inventory 381 595 Impairment of assets 224 1,218 Net loss on foreign exchange 121 38 Decrease in operating lease liability - (11) Sundry income (3) (380) Finance income (1,159) (1,331) Finance costs 954 1,019 Changes in working capital Decrease in prepayments and other receivables 38 401 (Increase)/decrease in inventory (50) 470 Increase in trade and other payables 890 1,699 (Decrease)/increase in provisions (510) 185 Cash flows used in operations (12,412) (1,607) Finance income (128) 324 Finance costs (21) (13) Sundry income 3 380 Net cash used in operating activities (12,558) (916) CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment (953) (227) Proceeds from disposal of property, plant and equipment 20 287 Net cash used in investing activities (933) 60
  30. 30. CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of convertible notes 6,890 - Net cash from financing activities 6,890 - Net decrease in cash and cash equivalents (6,601) (856) Cash and cash equivalents at 1 January 4,512 5,376 Effects of exchange rate fluctuations on cash balances 4,564 (8) Cash and cash equivalents at 31 December 2,475 4,512
  31. 31. Notes to the unaudited preliminary financial statements 1. Basis of preparation 1.1. Accounting Policies This set of unaudited preliminary financial statements has been prepared in accordance with the accounting policies as set out in the 2012 annual financial statements except for the following: (a) New and amended standards adopted by the Group The Group has adopted the following new and amended IFRSs as from 1 January 2013: In 2013 the Group adopted the amendments to IAS 1 'Presentation of Items in Other Comprehensive Income', 'IAS 19 'Employee Benefits', IFRIC 20 'Stripping Costs in the Production Phase of a Surface Mine', IFRS 7 'Disclosures – Offsetting Financial Assets and Financial Liabilities' and IFRS 13 'Fair Value Measurement'. These have no significant impact on the Group's net assets. (b) New standards, amendments and interpretations to not yet adopted A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early. The amendments to IFRS 10 'Consolidated Financial Statements', IFRS 11 'Joint Arrangements', IFRS 12 'Disclosure of Interests in Other Entities', IAS 27 'Separate Financial Statements' and IAS 28 'Investments in Associates and Joint Ventures' were endorsed by the EU in December 2012, with an effective date of 1 January 2014 but with early adoption permitted. The Group does not intend to adopt the new and revised standards from 1 January 2013. The adoption is not expected to have a significant impact upon the Group's net results, net assets or disclosures.
  32. 32. The amendments to IAS 32 'Offsetting Financial Assets and Financial Liabilities' and IAS 36 'Recoverable amount disclosures for non-financial assets' were endorsed by the EU in December 2012 (IAS 32) and December 2013 (IAS 36) respectively. The amendments are effective for accounting periods beginning on or after 1 January 2014 but with early adoption permitted. The adoption is not expected to have a significant impact upon the Group's net results, net assets or disclosures. The amendments to IAS 19 ‘Employee benefits’ are effective for accounting periods beginning on or after 1 July 2014. The amendments have not yet been endorsed by the EU. The adoption of the IAS 19 amendments is not expected to have a significant impact on the Group’s net assets. IFRS 9 ‘Financial Instruments’ was reissued in October 2010. It is applicable to financial assets and financial liabilities. For financial assets it requires classification and measurement in either the amortised cost or the fair value category. For a company’s own debt held at fair value, the standard requires the movement in the fair value as a result of changes in the company’s own credit risk to be included in other comprehensive income. It is effective for accounting periods beginning on or after 1 January 2015. The standard has not yet been endorsed by the EU. The adoption of IFRS 9 is not expected to have a significant impact upon the Group’s net results or net assets. In 2013, the Group met all the criteria of a mine being substantially complete and being ready for its intended use and moved into the production stage. Therefore, in the current financial year the revenue from the sale of gold is no longer disclosed as other income but as revenue. 1.2. Going Concern The financial information in this statement has been prepared on the going concern basis The Directors have prepared the financial information on the going concern basis having considered the current operations, the current funding position and the projected funding requirements for the business for at least 12 months from the date of approval of the financial statements as detailed below.
  33. 33. The Directors have prepared cash flow projections until 2024 that reflect the current mine plan adopted by the Directors. These projections show that the Group has sufficient funding for at least the next 12 months from the date of approval of these financial statements and hence the Directors have prepared the financial statements on a going concern basis. Following the US$7.25m investment by Redstone Capital, the US$2m open offer and Redstone Capital’s exercise of their option over additional shares in March 2014 for US$3.4 million, the directors consider that there is now adequate funding in place and, based on the current mine plan, no further capital raises are considered necessary for the life of mine. The injection of new funds means the Company is in a much better position than last year. The Directors are optimistic about the future of the Company and the dewatering may give the company improved access to deeper mining levels over time. However, the risks inherent in any single metal mining operation remain for the longer term. In particular, the longer term adequacy of the funding is dependent upon the successful upgrade of the plants and the consistent availability of the metallurgical plant and machinery; no adverse movements to the gold price; the renewal of mining licences; and, the successful operation of the government- led dewatering plant to maintain the water level at the environmental critical level. The financial information in this statement is unaudited and does not constitute full statutory financial statements within the meaning of Companies (Guernsey) Law 2008 2. Property, plant and equipment 2013 2012 US$’000 US$’000 Opening book value 4,485 3,460 Exchange rates effects (551) 887 Additions 839 227 Disposals and Scrapping (32) (21) Change in rehabilitation provision (90) (1,076) Transferred to non-current (496) -
  34. 34. assets held-for-sale Reclassification - 1,597 Depreciation change (536) (589) Closing book value 3,619 4,485 3. Intangible Assets Group 2013 2012 US$'000 US$'000 Opening book value 3,874 - Exchange rate effects (743) (140) Additions - 4,014 3,131 3,874 This represents cost of pumps donated to the Government treated as intangible right to benefit from dewatering of the Central Basin. 4. Inventories Group 2013 2012 US$'000 US$'000 Current Consumables 130 331 Ore stockpiles 780 909 Stationery and office consumables - 1 910 1 241 The amount of the write-down of ore stockpiles to net realisable value, and recognised as an expense is US$380,785 (2012: US$595,441). 5. Environmental Guarantee Investment Group 2013 2012 US$'000 US$'000 Balance at the beginning of the year 4,003 4,058
  35. 35. Finance income earned during the year 197 212 Annual premiums paid (60) (71) Investment fees (24) (20) Exchange rate effects (778) (176) Balance at the end of the year 3,338 4,003 During 2011, the Company restructured from a cash environmental guarantee to an insurance guarantee investment. The policy was entered into on 1 May 2011 which covers the Company for a total amount of US$3,894,160 (ZAR40,840,689) in the event of an environmental rehabilitation programme. 6. Loan Receivable Group 2013 2012 US$'000 US$'000 Balance at the beginning of the year 9,560 8,956 Interest for the year 933 1,006 Exchange rate effects (1,922) (402) 8,571 9,560 As part of the restructuring of the Group on 14 June 2007, the Group acquired a BBBEE partner, Puno Gold Investment Proprietary Limited (‘Puno’). Under the Shareholder’s Agreement dated 14 June 2007, Puno obtained a 26% share of Central Rand Gold South Africa Proprietary Limited (“CRGSA”) and Central Rand Gold obtained the remaining 74% of CRGSA (through its holding company Central Rand Gold Netherlands Antilles (“CRGNV”)). Both Puno and Central Rand Gold committed to funding CRGSA by way of shareholder loans to CRGSA, pro rata to their respective shareholdings. Central Rand Gold’s share was ZAR111,196,279 and Puno’s share was ZAR39,068,963. Puno’s share of the funding was paid by Central Rand Gold on its behalf. Therefore on 14 June 2007 Puno entered into a separate loan agreement with Central Rand Gold whereby Central Rand Gold advanced a loan of ZAR39,068,963 to Puno. The loan bears interest at South African prime lending rate plus 2% and is payable as and when free cash flows as determined by the Board of CRGSA are available.
  36. 36. 7. Environmental rehabilitation and other provisions Group 2013 2012 US$'000 US$'000 Opening balance 6,223 6,038 Charged to income statement 837 1,531 Charged to cost of assets (90) (1,076) Used during the year (133) - Exchange rate effects (1,124) (270) 5,713 6 223 Environmental rehabilitation The Group’s mining and exploration activities are subject to extensive environmental laws and regulations. These laws and regulations are continually changing and are generally becoming more restrictive. The Group has incurred, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. The provision is based on best estimates at the time of recognition. All expenses that are provided for are based on current costs and third party quotations. The future cash flows for the provision are adjusted to reflect an inflation factor based on the latest economic analyst expectations of future rates. Estimated future rehabilitation costs are based principally on legal and regulatory requirements. The Group is obligated to recognise a provision due to the fact that development has commenced. The provision represents the present value of rehabilitation costs relating to the mine site, which are expected to be incurred over the life-of-mine which is currently up to the end of 2024. The major portion of the rehabilitation costs included in the US$5 713 231 relates to open cast mining and is discounted from 2024. The remaining portion of the rehabilitation costs relates to underground mining that is discounted from 2024. 8. Loans Payable (a) Puno Gold Investments Proprietary Limited Group 2013 2012 US$'000 US$'000 Balance at the beginning of the year 9,560 8,956
  37. 37. Interest for the year 933 1,006 Exchange rate effects (1,922) (402) 8,571 9,560 This is related to Note 6 Loan Receivable. (b) Redstone Capital Limited The Company raised a gross $7.25 million through the issue of loan notes to Redstone Capital with commission of $0.2 million. The cash proceeds represented $7.25m of non- amortising convertible 8% loan notes due in 2016, warrants over 27 million ordinary shares as a price of 8.78p and a three year option to acquire more shares following the open offer in 2014. The valuation of each financial instrument at inception and at 31 December 2013 is given in the table below: Debt Derivative warranty liability Derivative share option liability Total US$’000 US$’000 US$’000 US$’000 Balance at beginning of the year - - - - Transaction at inception 5,204 1,627 419 7,250 Fair value loss on revaluation at year-end (412) (193) 770 165 Interest for the year 356 - - 356 Closing balance 5,148 1,434 1,189 7,771 The Loan Note Instrument was issued in two tranches, with the first tranche of US$3.5 million issued on 19 August 2013, and the second tranche of US$3.75 issued on 27 September 2013. These loan notes have a maturity of three years from the date of issue, and
  38. 38. bear a fixed interest rate of 8% per annum (paid quarterly). The notes also include additional bespoke features, including:  Investor’s option to convert loan into shares;  Issuer’s option to convert 50% of each tranche;  Issuer’s option to settle interest payments in shares;  Issuer’s option to repay loan notes early;  Issuer’s option of a five month interest rate holiday; and  A conversion price (for the both the issuer’s and investor’s options) that is not fixed 9. Reconciliation between basic loss and headline loss attributable to equity holders of the Group Group 2012 2012 US$ US$ Loss attributable to equity holders of the Group (13,340,783) (4,506,916) Less: Profit on disposal of property, plant and equipment (541,436) (53,962) Loss used in calculating headline loss per share (13,882,219) (4,560,878) 10. Events occurring after reporting date No material changes, other than the Open Offer to shareholders in January 2014 and Redstone take up of shares as per the Option Agreement as discussed in the CEO report. Issued on behalf of: Central Rand Gold Limited Date: 16 May 2014