2. IFC2 Cambrian Mining Plc Annual Report and Financial Statements 2008
Contents
Operational Highlights 01
Financial Highlights 01
Chairman’s Statement 02
Cambrian at a glance 04
Identify 06
Develop 08
Grow 10
CEO and Business Review 12
Financial Review 19
Directors 23
Directors Report 24
Corporate Governance Statement 28
Statement of Directors’ Responsibility 30
Independent Auditors’ Report to
the members of Cambrian Mining Plc 31
Consolidated Income Statement 32
Consolidated Statement of
Recognised Income and Expense 33
Consolidated Balance Sheet 34
Consolidated Statement of Cash Flows 35
Notes to the Consolidated
Financial Statements 36
Notes to the Company
Financial Statements 76
Our vision is to deliver above average shareholder returns
by growing as a responsible operating mining company.
Who we are
Cambrian Mining Plc is a diversified mining group,
headquartered in London, UK. We operate in 3 continents,
produce 4 commodities and the Group’s subsidiaries and
associates employ over 1000 people (including contractors).
The Group produces metallurgical coal, thermal coal, gold and
antimony from 4 locations, West Virginia USA, Western Canada,
Wales and Victoria, Australia. Our customers are located in Asia,
Western Europe and USA. We actively look for growth through
acquisitions and organic development.
Vision
Our vision is to deliver above average shareholder returns by
growing as a responsible operating mining company.
This Annual Report contains forward-looking statements. Such forward-looking
statements, which reflect management’s assumptions made on the basis of
information available to it at this time, involve known and unknown risks, uncertainties
and other important factors which could cause the actual results, performance or
achievements of Cambrian or the market and economics in which Cambrian operates
to be materially different from future results, performance or achievements express
or implied by such forward-looking statements. The forward-looking statements
contained in this Annual Report are made as at the date of this statement, and
Cambrian undertakes no obligation to update any of its forward-looking statements.
In this Annual Report references to ‘tons’ means short tons of approximately 907kg,
references to ‘tonnes’ means metric tonnes of 1,000kg and references to ‘oz’ or
‘ounces’ means troy ounces of approximately 31.1 grams.
3. Cambrian Mining Plc Annual Report and Financial Statements 2008 1
2008 2007
£ million £ million
Net assets 147.8 156.3
Profit/(loss) before tax and exceptional
derivative revaluations (continuing
operations) 29.2 (0.5)
2008 2007
Pence Pence
Net assets per share 149.7 167.2
Basic loss per share 2.3p 9.9p
Financial Highlights
Operational Highlights
• Total associated and subsidiary company coal sales increased by
84% to 4,140,000 tonnes (2007: 2,253,000 tonnes)
• Antimony concentrate payable metal sales increased over the year
to 920 tonnes with corresponding payable gold of 7,550 oz
• Strategic review completed in April 2008 and strategic change
process launched
• Transfer of Falls Mountain Coal Inc to Western Canadian Coal Corp
4. The strong operating platform that we have built will place
Cambrian in a strong position to meet the challenges of a
weakening world economy.
2 Cambrian Mining Plc Annual Report and Financial Statements 2008
After five years of rapid growth the past year was one of
consolidation for Cambrian. Our acquisition of Coal
International Plc was launched during the 2008 financial year,
but completed on 1 August 2008. Cambrian is now a focussed
mining company owning 100% of three individual mining
operations and 50% of one other producing thermal coal,
metallurgical coal, gold and antimony. In addition, we continue
to be the major shareholder in Western Canadian Coal Corp.
(‘WCCC’) and, through it, have a 42.96% (34.4% fully diluted)
interest in three metallurgical coal mines and two processing
plants in North East British Columbia.
We have faced many challenges since our inception in 2002,
not the least of which has been assembling a team of
professionals to consolidate our early entrepreneurial success,
and provide a sound platform for the future. In July 2007,
the Board appointed Mark Burridge as Chief Executive to
lead the Group through a strategic change process. Mark
has built an experienced team to overcome the financial and
management challenges that continually face a group
operating on three continents.
Cambrian’s Financial Statements are extensive and complex.
The 2008 Financial Statements were materially affected by
International Financial Reporting Standards (‘IFRSs’) revaluation
requirements in relation to derivative instruments. These
instruments include warrants and conversion options attached
to certain loans and debentures that Cambrian has advanced
to some of Cambrian’s associates as well as to its own $27
million convertible loan notes and those issued by associates.
The revaluation of these derivative instruments does not have a
cash flow effect and the accounting treatment is explained in
more detail in the Financial Review and in Note 1 to the
accounts.
We are pleased with the results for 2008 Financial Year, which
show the Group generating a £29.2 million profit from
continuing operations before exceptional derivative
revaluations and tax.
Chairman’s Statement
John Byrne
Executive Chairman
5. In addition to the corporate development programme,
Cambrian has continued to provide financial, strategic and
corporate support to all our group companies and associates
enabling the operations teams to progress fully their
expansion plans.
The review and restructuring process has taken longer
than anticipated, but I am pleased to report that it is
nearing completion. In recent weeks, the process has been
complicated by the sharp deterioration in the world economy.
This has had a significant impact on the market value of
all companies.
However, our West Virginian operation has firm pricing
and a solid order book through to December 2009 and WCCC
has contracted all its output at very high prices through to April
2009. The anticipated strong cash flows from these operations
place Cambrian in a robust position for the future, and we
are optimistic that the decisive government intervention
will underpin the global economy and worldwide growth in
demand for our products.
I would like to thank all of our employees for their tireless
commitment to the growth of our Group and acknowledge
the support of my fellow board members.
John Byrne
Executive Chairman
12 November 2008
Cambrian Mining Plc Annual Report and Financial Statements 2008 3
The key transactions undertaken and objectives met by the
Group were the sale of Falls Mountain Coal Inc to Western
Canadian Coal Corp., assisting the refinancing and ongoing
strategic review of WCCC; acquiring the outstanding share
capital in Coal International Plc; continuing to develop our
gold/antimony mine at Costerfield, Australia; the disposal of our
interests in Asian Mineral Resources (‘AMR’); and, preparation
to divest our interest in Xtract Energy Plc (‘Xtract’).
Our operations have continued to expand in West Virginia, in the
United States, through Western Canadian Coal Corp. in Canada
and at Costerfield in Australia. The West Virginia coal operations
(‘Atlantic Development & Coal’) are on track to increase coal
production in the 2009 financial year. Through the acquisition
of Coal International Plc we now hold over 50% of Energybuild
Group Plc (‘Energybuild’).
During this expansion programme, safety has remained a key
priority and I would like to congratulate all the operating teams
for their excellent safety records, which have been recognised
in Western Canada and West Virginia through industry awards.
This year we undertook a Strategic Review which was
completed in April 2008. The objectives of the Review were
to address the following:
• Simplify Cambrian’s structure and clarify its
corporate objectives;
• Unlock value traps and build a platform to create
further value; and
• Capitalise on the current environment for coal and
gold prices.
The first strand of the Strategic Review was to acquire 100%
of Coal International Plc by way of a scheme of arrangement.
This was successfully completed in August 2008.
The second strand of the Strategic Review was to maximise
the value of our interest in WCCC. We have participated in a
strategic review process which has been undertaken by WCCC
with the assistance of Morgan Stanley. At the time of writing,
this process is still ongoing.
The third strand of the Strategic Review resulted in a
decision to distribute a majority of our Xtract shares to our
shareholders by way of a dividend in specie. Whilst this
remains our intention, the timing is under review in light
of the current market conditions.
6. 4 Cambrian Mining Plc Annual Report and Financial Statements 2008
Mine
Description
Ownership
Location
Tonnes/tons produced***
in 2008
Tonnes/tons sold
Main markets
Opportunities
Reserve and resource
Cambrian at a glance*
Aberpergwm
Underground mine
producing
thermal coal
50.6%
Wales, UK
30,000 tonnes
13,600 tonnes
Local and domestic
markets
Access to 9ft Seam for
extended production
Million tonnes saleable
Reserve 7.62
Resource 43.84
Gauley Eagle
Surface and
underground mines
producing metallurgical
and thermal coal
100%
West Virginia, USA
705,000 tons
764,000 tons
122,000 purchased tons
Domestic and international
coal markets
Organic growth of
existing operations
Million tons saleable
Reserve 23.9
Resource 32.8
(Total Resource
includes reserves)
* As at 30 June 2008
** Combined coking and ULV PCI coal
***These are marketable tons
Maple Coal
Surface and
underground mines
producing metallurgical
and thermal coal
100%
West Virginia, USA
282,000 tons
283,000 tons
Domestic and international
coal markets
Surface expansion with
further equipment
A further continuous
miner underground
Million tons saleable
Reserve 33.8
Reserve 45.1
(Total Resource
includes reserves)
7. Cambrian Mining Plc Annual Report and Financial Statements 2008 5
Costerfield
Underground mine
producing gold
and antimony
100%
Victoria, Australia
Concentrate produced
2,772 dry metric tonnes
Payable Metal Sales
920 Antimony SB tonnes
7,550 Gold Au (oz)
Asian markets
Brunswick extension
and ongoing exploration
Resources Costerfield
Measured and Indicated
246,000
tonnes@13.43g/t Au
7.18% Sb
Inferred
85,000 tonnes@4.80g/t
Au 2.46% Sb
Resources Brunswick
Measured and Indicated
38,300 tonnes@9.50g/t
Au 3.70% Sb
Inferred
118,000@6.30 g/t Au
3.80% Sb
Wolverine
Surface mine
producing
metallurgical coal
42.9%
British Columbia, Canada
1,640,000 tonnes
1,771,000 tonnes
Asian and European
markets
Improved performance
and organic
expansion plans
Million tonnes
Run of Mine
Proven and Probable 49.8
Resources
Measured and
Indicated 74.9
Burnt River and **
Willow Creek
Surface mines
producing
metallurgical coal
42.9%
British Columbia, Canada
1,189,000 tonnes
1,226,000 tonnes
Asian and European
markets
Brule expansion
utilising synergies with
Willow Creek mine
Million tonnes
Run of Mine
Proven and Probable 37.2
Resources
Measured and
Indicated 73.1
Nant y Mynydd
Surface mine
producing
thermal coal
50.6%
Wales, UK
70,000 tonnes
70,000 tonnes
Local market
(Aberthaw Power Station)
New areas adjacent
to current site
Additional areas in
the Aberpergwm site
already identified
8. 6 Cambrian Mining Plc Annual Report and Financial Statements 2008
Identify
The Group actively assesses opportunities to grow its
activities both through acquisition and organic
growth. The Group has identified a number of
opportunities over time including Western Canadian
Coal Corp, Ivernia West Inc, Aztec Resources, Asian
Mineral Resources and Energybuild Group. One such
example is where the Group identified WCCC as a
company holding coal leases with potential to produce
significant volumes of metallurgical coal as well as
being uniquely placed to utilise significant
infrastructure developed in the region in the 1980’s.
This existing infrastructure allowed WCCC to avoid the
cost of developing shipping and rail capacity and to
avoid the constraints experienced by a number of
other coal producers around the world.
10. 8 Cambrian Mining Plc Annual Report and Financial Statements 2008
Develop
The Group has been instrumental in the past three
years in supporting the development of a number
of mines and moving them into production. These
include: the Augusta gold and antimony mine in
Victoria, Australia; the Wolverine hard coking coal
mine in Western Canada; the Dillon and Brule PCI
mines in Western Canada as well as metallurgical
and thermal coal mines in West Virginia, USA.
A number of mining opportunities were identified
for expanded production of both thermal and
metallurgical coal. The Group was involved in each
stage of the development from initial mine planning,
budgeting through to equipment sourcing and finance
(both internal and third party finance). Once the
development phases have been commenced, the
Group continues to monitor the operations to ensure
ongoing development is maintained and further
opportunities are considered.
12. Grow
10 Cambrian Mining Plc Annual Report and Financial Statements 2008
In order to optimise opportunities it is necessary to
grow operations to match demand and reduce costs
through economies of scale. Year on year production
has grown in West Virginia, Western Canada and
Australia. In West Virginia, following the rehabilitation
of the existing coal preparation plants and old
underground workings in 2007 it was possible to grow
the operations from a zero production base to the
2008 financial year production levels of 1 million tons
per annum. Growing shareholder value through
optimisation of existing operations and through
acquisitions is a key strength of the Group.
14. 12 Cambrian Mining Plc Annual Report and Financial Statements 2008
CEO and Business Review
This year has seen Cambrian successfully launch the process
of transforming into an operating mining Group.
Subsidiary and associate operations all demonstrated progress in
terms of production growth. During the year overall coal sales
increased by 84% from 2,253,000 tonnes to 4,140,000 tonnes.
Antimony – gold concentrate production increased by 168%
from 1,033 tonnes to 2,772 tonnes.
Taking into account our share of associate results the Group’s
continuing operations made a £29.2 million profit before
exceptional derivative revaluations and tax and an after tax loss
of £0.5 million. A more detailed analysis is set out on pages 19 to
22 of the Financial Review.
The acquisition of Coal International Plc although completed on
1 August 2008 represented one of the key steps for Cambrian
in consolidating the status of the Group as a mining operator.
This acquisition resulted in the West Virginian properties
becoming 100% owned by Cambrian as well as increasing our
direct holding of Energybuild Group Plc an anthracite coal
producer in South Wales, from 27.50% to 50.6%.
The other key transaction during the year was the sale of Falls
Mountain Coal Inc (‘FC’) to Western Canadian Coal Corp.
As a result of this transaction, Cambrian’s holding in WCCC is
42.96% (34.4% fully diluted) as at 30 June 2008.
Other steps relating to Cambrian’s focus on core assets were
the disposal, in September 2007, of its interest in Asian Mineral
Resources generating proceeds of £10.7 million and Vulcan
Resources, in December 2007 and May 2008, generating
proceeds of £2.0 million.
During the year as well as continuing to grow our operations,
we also embarked on a strategic change programme to
transform the Company into an operating mining group.
Mark Burridge
Chief Executive Officer
15. Cambrian Mining Plc Annual Report and Financial Statements 2008 13
This corporate activity has been running in parallel with
developing the Company’s systems, controls and governance.
The Corporate Governance statement appears on pages 28 to
29. Alongside this, significant resource has been devoted to
improving the financial reporting systems this year to allow
Cambrian to report more effectively to its shareholders and
between the operations and corporate functions. On 1 August
2008, Braam Jonker joined the Cambrian team as full-time
Chief Financial Officer. He will continue to focus on these
projects and further develop Cambrian’s financial strategy.
While, like all companies in the sector, Cambrian’s fortunes are
impacted by changing macro-economic conditions, the Group
is well positioned to increase production in the 2009 Financial
Year. We have coal contracts in place that should mean we realise
higher revenues than last year as well as favourable margins.
Also, recent currency movements, if sustained, will also work
to our advantage as should reduced cost inflation due to low oil
and steel prices. Importantly, we have significant operating
flexibility in terms of being able to adjust our capital programmes,
production levels and product mix to adapt to changes in the
economic environment. Management are currently analysing a
number of scenarios to ensure that we can respond effectively to
changing conditions.
Next year, as well as optimising value from existing opportunities
and completing the key steps in our strategic change programme,
we will also examine selective opportunities for external growth.
West Virginia
Charleston
Virginia
Kentucky
Pennsylvania
Ohio
Maple Coal
Gauley Eagle
Cardiff
Neath
Aberpergwm Colliery
Wales
Melbourne
Bendigo
Costerfield
Victoria
British Columbia
AlbertaChetwynd
Tumbler Ridge
Vancouver
United States of America
1 Atlantic Development and Coal
2 Energybuild Group Plc
3 AGD Costerfield
4 Western Canadian Coal Corp
1
2
3
4
16. 14 Cambrian Mining Plc Annual Report and Financial Statements 2008
Atlantic Development and Coal
See table on the facing page
Gauley Eagle, West Virginia, USA
Underground and Surface
The 17,000 acres Gauley Eagle property produces thermal and
metallurgical coal from the underground Silo Mains mine and
the Crooked Run surface mine. Coal is washed at the Gauley
Eagle coal preparation plant and is shipped via truck, barge and
rail to utility and industrial clients throughout the east and
south eastern United States.
Gauley Eagle surface and underground activities produce both
metallurgical and thermal coal. In the year to 30 June 2008,
120,000 tons of metallurgical coal were produced. Marketable
thermal coal production for the year to June 2008 totalled
585,000 tons, including 44,800 tons of third-party coal
washed and sold by Atlantic Leaseco. This production is sold
under a range of short and medium term contracts with selling
prices increasing throughout the year as older fixed-price
contracts have expired and been replaced by new contracts
reflecting higher market prices.
Coal production in the financial year to 30 June 2009 will
migrate from the current Silo Mains underground and Crooked
Run surface operations to new reserve blocks as resources
in the current project areas are depleted. Permitting is
substantially completed and construction activities commenced
to establish the new Black Pearl underground mine, which will
utilise the underground equipment currently in use at Silo
Mains. Production will be from the same Kittanning
C Seam as Silo Mains which has found strong acceptance in
both thermal and metallurgical markets.
Final permitting to establish the Lower Muddlety surface mine
at Gauley Eagle is near completion. The existing spread of
surface equipment operating the Crooked Run mine will transfer
to the Lower Muddlety project upon completion of mining at
Crooked Run. As the project is developed, a second surface
mining spread will be established. Production will come from
the Kittanning C, Widen and Mearns seams and will be sold
to both the thermal and metallurgical markets.
Maple Coal, West Virginia, USA
Surface
The Maple Coal property contains significant thermal coal
reserves, accessible with surface mining methods. In response
to strengthening thermal coal prices early in 2008, efforts
commenced to establish the Sycamore South surface mine at
Maple. The first spread of surface equipment was installed in
June 2008, with first production sold in July. A second spread
of equipment is currently being mobilised and will bring surface
production to approximately 60,000 tons per month by
calendar year end 2008.
CEO and Business Review continued
Group Health, Safety and Environment
Cambrian is committed to ensuring a safe working environment
is provided in all aspects of operations within the Group’s
structure. The safety policy and procedures of our operating
associate companies are achieving commendable results
in safety.
A notable achievement this year is the award of the ‘Joseph A.
Holmes Safety Association Award’ by the Governor of the State
of West Virginia to the Gauley Eagle Mine for its impressive
performance in safety. The West Virginian operations reported
four lost time injuries across all sites during the year. The Non-
Fatal Days Lost (‘NFDL’) rate (calculated as the rate of lost time
injuries per 200,000 man-hours worked) for the total man-
hours worked in the six-month period ended 30 June 2008 was
3.40, which is just above the NFDL national average of 3.25 for
the corresponding period. Since the year end our West Virginian
operations have received two further safety awards
WCCC continued to prove its excellence in safety when the
Burnt River property was awarded the ‘John T. Ryan Safety
Award’, in recognition of being one of the safest coal mining
operations in Canada. There have been no lost time accidents
recorded from the beginning of the project. WCCC recorded
three lost time injuries over the financial year, combining all
mining and construction activities at the Wolverine group
of mines and the Willow Creek property.
Our gold and antimony mining operation in Australia is
committed to safety and has implemented safety policy and
procedures to ensure the safe operation of the mine and
processing plant. AGD recorded four lost time incidents for this
financial year. Although this was an improvement on the five
lost time incidents recorded for the same period the previous
year, we believe we can improve on AGD’s safety record.
The Group is committed to mining in an environmentally safe
and sustainable way. We identify and implement best practice
to reduce pollution, comply with environmental legislation
and we maintain management systems to a high standard to
ensure that environmental incidents are limited in number
and dealt with effectively and quickly if they occur.
Group Employment
The Group has expanded over the course of the year both
through organic growth and acquisitions. As at 30 September
2008, there were 246 employees in West Virginia, 77*
in Australia, 198 in Wales, over 600* in Canada and 14
employees in the corporate head office in London.
The Group values the contribution of all of its employees and
strives to maintain a competitive remuneration structure at
each operation as well as maintaining high levels of safety
and training for each individual.
*including contractors
17. Cambrian Mining Plc Annual Report and Financial Statements 2008 15
Maple Coal, West Virginia, USA
Underground
The 2008 Financial Year has focused on expanding the
production base to take best advantage of the market for
metallurgical coal. In early 2008 a second continuous mine unit
was established in the Eagle Seam and a third unit is currently
being brought into production. Production ramped up
throughout the year despite the requirement to perform
substantial underground construction and remediation to old
works. This mine produced 282,000 marketable tons in the
year to 30 June 2008. All of Maple’s production was sold into
the domestic and international metallurgical coal market at an
average price of $88 per ton range for older contracts to
prices at a highest price of $195 per ton for current business.
With the completion of underground construction providing
sufficient working space for the third continuous miner unit,
underground production capacity is expected to ramp-up to
approximately 900,000 tons per year. Work to expand the
capacity of the Katie preparation plant to handle the increased
production is near completion.
Energybuild Group Plc
2007/2008 Annual Production(1)
30 June
All figures in tonnes 2008
Nant y Mynydd
Thermal clean coal produced and sold 70,000
Aberpergwm
Thermal clean coal produced 30,000
Thermal clean coal sold 13,600
(1)Cambrian’s share of Energybuild Group Plc’s production during the year was 35.4% based
on a direct interest of 27.5% and indirect interest of 7.9% via Coal International Plc
Nant y Mynydd, South Wales, UK
Surface
Overall opencast activities have produced 70,000 tonnes of
thermal coal in the year at an average selling price of £65 per
tonne. The Nant y Mynydd site was a higher ratio coal site than
anticipated resulting in operational inefficiencies. A delay to
commencement of sandstone activities in the year resulted in
reduced revenue from operations and increased costs, as the
coal seam beneath would have been produced at marginal cost.
Planning consent was received for a new site with lower coaling
ratios in November 2007 and production commenced in
February 2008 at an average of 2,000 tonnes per week.
Sandstone operations are now expected to commence in the
year ending 30 June 2009.
Opencast activities will continue, but will become less
important to Energybuild as production increases from the
drift mine. Production is estimated at approximately 100,000
tonnes from opencast operations in the 2009 financial year
from the Nant y Mynydd, Forest Quarry and continuity sites.
Although this is dependent upon planning consents, Energybuild
management are confident these will be obtained, due to
their positive record on restoration and rehabilitation of old
derelict sites.
Aberpergwm, South Wales, UK
Underground
Energybuild has successfully accessed the anthracite reserves
under its control in the year and an increase in production to
265,000 tonnes of clean coal in the year to 30 June 2009 is
expected. Further production increases are expected with
440,000 tonnes and 750,000 tonnes of clean coal targeted for
the years to 30 June 2010 and 2011 respectively.
Energybuild produced approximately 30,000 tonnes of clean
thermal coal from the 18ft seam in the period to 30 June 2008
at an operating cost of £73 per tonne. Of that tonnage 13,600
Atlantic Development and Coal
2007/2008 Quarterly Sales and Production(1)
30 September 31 December 31March 30 June
All figures in short tons 2007 2007 2008 2008 Total
Gauley Eagle Production
Marketable Total Coal 180,000 164,000 184,000 177,000 705,000
Marketable Thermal Coal 176,000 116,000 148,000 145,000 585,000
Marketable Metallurgical Coal 4,000 48,000 36,000 32,000 120,000
Coal Sales(2)
200,000 185,000 185,000 194,000 764,000
Maple Coal Production
Marketable Total coal 52,000 58,000 95,000 77,000 282,000
Marketable Thermal coal 6,000 1,000 – – 7,000
Marketable Metallurgical coal 46,000 57,000 95,000 77,000 275,000
Coal Sales(2)
52,000 56,000 100,000 75,000 283,000
ADC consolidated
Total marketable coal production 232,000 222,000 279,000 254,000 987,000
(1) Cambrian’s share of Atlantic Development & Coal’s production during the financial year was 34.4%
(2) Includes coal purchased for blending to enhance product marketability and profit margin
18. 16 Cambrian Mining Plc Annual Report and Financial Statements 2008
tonnes has been sold at an average price of £82 per tonne with
the balance in inventory at 30 June 2008. Recovering the old
British Coal intake and return drifts across the Pentreclwydau
fault into the 18ft seam was achieved in September 2007 – on
time and within budget. In February 2008 the air circuit in the
seam was completed and mining started in March 2008.
A significant amount of work has taken place on the mine
surface and equipment procurement in order to cater for the
increased production forecast over the next two years.
An important stage of the development of the mine will be
driving the new drift which received full planning consent
in July 2008. This drift will increase the ventilation capacity
of the mine and assist in reducing production costs, due to
the efficiencies it will bring in terms of coal clearance, material
handling and conveying men to production areas faster.
Western Canadian Coal Corporation
See table above
Total metallurgical coal production at Wolverine and Brule
during the year ended 30 June 2008 was 2,823,000 tonnes.
Coal sales for the corresponding period were 2,997,000
tonnes with an average price achieved of US$108 per tonne.
Wolverine, British Columbia, Canada
Surface
The Perry Creek property started production in 2006. The last
remaining major initial capital project item, the mine equipment
maintenance services (shop and warehouse) complex, was
occupied in March 2008. In June 2008 WCCC obtained a Mine
Permit allowing for coal production from the Wolverine mine
of 3,000,000 tonnes per annum, utilising the design capacity
of the preparation plant.
Shipments continued to major steel mills in Asia and Europe.
Testing of coal samples at the loading port from these vessels
indicates that coal quality from Wolverine continues to meet
or exceed the high expectations identified during pre-
production tests.
Clean coal production to 30 June 2008 has averaged 156,600
tonnes per month, which is below the targeted production of
175,000 tonnes per month. Productivity has been constrained
by the shortage of skilled operators and tradesmen. WCCC
continues to address the impact of skilled labour shortages
CEO and Business Review continued
(endemic to the industry and to north eastern British Columbia),
including intensive recruiting efforts and training programmes.
WCCC believes that these issues can be overcome and
improvements in production are being seen, with the
expectation that production levels will meet targets through to
year ending 31 March 2009.
No significant issues have arisen with respect to coal quality and
the plant processing capabilities have exceeded expectations.
For the year ending 31 March 2009, coal production from
the Wolverine mine has been fully committed and WCCC is
projecting coal shipments of approximately 2,000,000 tonnes
of coal from the Wolverine mine, comprising 1,800,000 tonnes
of coking coal and 200,000 tonnes of mid-volatile PCI coal.
Brule (Burnt River), British Columbia, Canada
Surface
The Brule mine produces Ultra Low Volatile Pulverised Coal
Injection (‘ULV-PCI’) coal for export, primarily to Korea. ULV-
PCI coal can replace up to 30% of the coke feed in the blast
furnace, resulting in significantly reduced raw material costs
for steel makers. 1,090,000 tonnes of ULV-PCI coal from the
Brule mine was sold in the year 1 April 2007 to 31 March 2008.
Initial mining at Brule is being conducted with no coal processing
beyond crushing, and planned production of approximately
1,200,000 tonnes per annum. This plan requires minimal
capital investment and involves mining high quality coal from
low strip ratio portions of the Brule deposit.
The 2005 feasibility study for Brule demonstrated that
additional initial capital for a new wash plant, site infrastructure,
coal-haul route and new load-out of C$144 million was
required, as well as C$70 million worth of additional mining
equipment in order to increase annual production to 2,000,000
tonnes. Due to the FMC acquisition, WCCC has access to an
existing wash plant and rail load-out facility, which will result in
a reduction of about C$70 million in capital costs included in the
original estimate. Refurbishment and upgrading of the
Willow Creek wash plant has begun. Design and permitting
work is under way on road upgrading, with construction
planned during calendar year 2009 to allow current Brule
production to be diverted from the Bullmoose rail load-out to
the closer Willow Creek load-out facility. Application has been
made to the Environmental Assessment Office to amend the
Environmental Assessment (‘EA’) certificate to allow coal haul
via highway to Willow Creek as an interim measure.
Western Canadian Coal Corporation
2007/2008 Quarterly Sales and Production(1) (2)
30 September 31 December 31 March 30 June
2007 2007 2008 2008 Total
Coal production (tonnes) 737,000 776,000 696,000 614,000 2,823,000
Coal Sales (tonnes) 856,000 693,000 865,000 583,000 2,997,000
(1)SEDAR filing Western Canadian Coal Corp Management’s Discussion and Analysis 13 August 2008
(2)Cambrian’s share of Western Canadian Coal. Corp.’s production during the financial year was 42.96%.
19. Cambrian Mining Plc Annual Report and Financial Statements 2008 17
All gold and antimony concentrates produced were sold
under contract to the Hunan Zhongnan Tungsten and Trading
Company, an antimony smelting company in China. Antimony
prices averaged A$6,570 per tonne and the gold price
averaged A$934.40 per ounce.
The Augusta drilling campaign was successful. The results
indicate the Augusta vein system extends north of the known
mineralisation and continues at depths below the previously
known depth. Drilling also intercepted a previously-unknown
mineralised structure in the hanging wall of the W lode.
A revised mineral resource estimate based on the drilling and
underground sampling data has been prepared by Fredericksen
Geological Solutions as at 30 June 2008 and suggests there are
sufficient resources to support a minimum five year mine life
for the Augusta deposit at the targeted mine production rate
of 65,000 tonnes of ore annually. The revised estimate is
331,000 tonnes with an average content of 11.4g gold per
tonne and antimony of 6.1%.
Exploration of the Brunswick deposit was suspended while
the potential of Augusta was assessed. Data from the previous
year’s drilling programme on the Brunswick deposit was
utilised by AMC Consultants to prepare a resource estimate.
This estimate is 157,100 tonnes with an average content
of 7.1g gold per tonne and antimony of 3.8%.
Due to drilling success, AGD is currently analysing plans to
extend the mining operations down to 15 level (152 metres
below the surface) versus the previously planned 10 level.
Depending on the outcome of this study we will make some
decisions regarding the future of AGD.
Energy and Resources Technology
Our Strategic Review identified that Xtract has a promising
future and that it should create significant value for its
shareholders, but we also recognise that Xtract’s structure and
focus on developing early-stage energy assets is no longer
compatible with our strategic direction as an operating Group. It
was therefore decided to dividend a significant portion of the
holding directly to our shareholders. Whilst we expected this to
happen prior to December 2008, the current market turmoil and
our desire to return real value to our shareholders has resulted in
Cambrian’s sale of FMC to WCCC should allow WCCC to
enhance its ULV-PCI coal production through a combination of
cost savings at Brule and increased metallurgical coal
production at Willow Creek.
AGD Mining
See table above
Costerfield, Australia
Gold and antimony mine
AGD continued development of its Costerfield
gold and antimony mine and treatment plant in central
Victoria, Australia. Development of the operations was
financed with proceeds from the sales of shareholdings in
Asian Mineral Resources and Vulcan Resources.
The Augusta mine continued to advance toward its
annual planned production rate of 65,000 tonnes of gold and
antimony ore. Prices for both metals firmed during the year but
the extent of the benefit for AGD was moderated by an
increase in the value of the Australian dollar against the US
dollar, in which the metals are priced. Subsequent to the year
end the Australian dollar has weakened and therefore the
results for AGD have improved.
The mine experienced a series of setbacks to the production
schedule during the year including more difficult ground
conditions in the upper level of the mine, equipment shortages
and a lack of skilled personnel. These issues began to be
addressed in the course of the year and a number of measures
were implemented, including increased investment in mine
equipment and training, and AGD taking over direct
management of the mining operations from its mine contractor.
As a result of these changes, production rates showed a gradual
improvement over the year and this has continued with
production increasing from 7,750 tonnes in the first quarter
to September 2007 to 15,254 tonnes in the quarter ending
June 2008.
This year further improvements were made to the treatment
plant. Recovery of antimony metal in concentrate improved
to 82% while recovery of gold in concentrate and from the
gravity section of the plant rose to 79% compared with
antimony recovery of 69% and gold recovery of 52% during
the previous year.
AGD Mining
2007/2008 Quarterly Sales and Production
30 September 31 December 31 March 30 June
2007 2007 2008 2008 Total
Concentrate produced
Dry metric tonnes 434 552 822 964 2,772
Au (g/t) 95.3 76.8 74.1 64.2 74.5
Antimony Sb % 53.9 55.4 52.7 51.3 52.9
Gold oz sold from gravity 401 613 672 725 2,411
Payable Metal sales
Antimony Sb tonnes 149 196 278 297 920
Gold Au (oz) 1,457 1,671 2,192 2,230 7,550
20. 18 Cambrian Mining Plc Annual Report and Financial Statements 2008
IPOpositionsintheenergyandrelatedsectors.InJuly2008,
WasabimadeaninvestmentinXtractthroughthepurchaseof
36.5millionsharesandanequivalentnumberofoptionsfrom
Cambrian.Xtractcurrentlyholds153millionsharesinWasabi,
representingapproximately19.4%oftheissuedcapital.
Group Outlook
Cambrian expects to increase production and revenues
in the 2009 financial year.
In the current environment of financial and economic
uncertainty, there are a number of factors that may impact
on the business of the Group. However, Cambrian is well
positioned to deal with this environment from an operating
standpoint. While it appears likely that the price of coal may
decline on a spot basis, Cambrian will actually generate higher
revenues per tonne in the 2009 financial year than in 2008
due to higher price contracts being in place and increased
proportion of metallurgical coal. In West Virginia, the coal
contracts we have in place are expected to support our
ability to generate an operating cash margin.
The Group has significant flexibility in its operating plans to be
able to adjust production levels and product mix to respond to a
variety of economic scenarios, and management are actively
considering different plans to ensure that operating performance
is optimised. This flexibility also provides us with a competitive
advantage in terms of responding positively to any potential
regulatory changes in the USA regarding surface mining.
In general, while commodity prices are turning down, prices of
coal, gold and antimony, Cambrian’s key products, are currently
performing better than other commodities. The drop in oil
and steel prices, while reflective of the challenges that face
the industry in general, should result in material operating
cost reductions.
Cambrian’s operating margins will also benefit from the
recent strength in the US dollar against the Canadian, Australian
and British currencies. Due to exchange rate fluctuations
profit generated in US Dollars from the West Virginian Coal
Operations will result in increased Sterling results. Sales from
the Canadian and Australian operations are also denominated
in US dollars with underlying operating cost exposures in
currencies that have weakened significantly.
a delay. It is still the intention of the Company to dividend the
majority of its holding to shareholders in the near future.
MEO
Xtract has a 13.9% shareholding in MEO, a company focused
on developing gas-to-liquids (‘GTL’) projects in the Timor Sea,
on an area of shallow water known as Tassie Shoal, located
approximately 275km northwest of Darwin, Australia. MEO has
secured Australian Government environmental approvals which
are valid until 2052.
Elko
In September 2007, Xtract provided Elko Energy with
US$2 million of development equity through a private
placement. Elko’s exploration strategy aims to realise the
potential of its highly significant gas and oil assets in the Danish
and Dutch North Sea to maximise long term shareholder value.
In December 2007 another private placement took place in
which Xtract contributed a further US$6 million, maintaining its
ownership interest at 35.2% of the issued capital of Elko.
Elko operates the largest exploration licence in Denmark,
with an off-shore area of 1.3 million acres. The licence is held
80% by Elko and 20% by a Danish government entity. Elko
is committed to drilling at least one well on its Danish Licence,
with the addition of further wells as funding is secured. Elko
plans to farm out part of its 80% interest before moving ahead
with drilling the first exploratory well, which is projected to
cost approximately US$25 million. The development of the
very significant gas reserves on the Dutch blocks, clearly
identified through drilling, testing and extensive 3D seismic
coverage, remains Elko’s priority project.
Oil Shale
Through its wholly owned Australian subsidiary, Xtract is
pursuing a twin-track strategy to build its oil shale resource
base and to develop a proprietary oil shale technology
directed towards improving economic and environmental
performance compared with traditional technologies. The
mining and production of refinery feed-stock crude oil from
oil shale represents a potentially significant and valuable
source of hydrocarbon to help satisfy future international
energy demands.
Other Interests
Throughitssubsidiarycompanies,Xtractcontinuesitsoilandgas
exploration,developmentandproductionprogrammesinthe
KyrgyzRepublic. On12November2008,Xtractannouncedthat
ithadcompletedthefarm-inagreementwithSantosInternational
HoldingsPtyLtdinrelationtoitssubsidiaryZhibekResourcesLtd.
Duringtheperiodunderreview,WasabiEnergyLtd(“Wasabi”)
refinedandexecuteditsstrategyofholdinganddevelopingpre-
CEO and Business Review continued
21. Cambrian Mining Plc Annual Report and Financial Statements 2008 19
Financial Review
Braam Jonker
Chief Financial Officer
The 2008 Financial Year was both a successful and a
challenging period for the Cambrian finance team. Cambrian
engaged in various transactions during the year as part
of its Strategic Review. In addition, part of Cambrian’s
investments in WCCC and Coal International’s convertible debt
instruments are treated as derivatives in terms of IFRS.
These transactions combined with complex IFRS reporting
requirements on accounting for derivative instruments have
again resulted in a fairly complicated set of annual accounts
for Cambrian, which we explain below.
Income Statement
Cambrian reported a net loss of £1.4 million for the year,
from continuing operations. This included a £74.2 million loss
from associate WCCC, largely made up of a £63.2 million loss
related to the derivative components of its US$ denominated
convertible loan instruments.
Abridged consolidated income statement
Financial year ended 30 June 2008
30 June 2008 30 June 2007
Pre exceptional Exceptional
derivative derivative
revaluations revaluations(1) Total Total
Continuing operations £’000 £000 £000 £000
Revenue 6,298 – 6,298 2,618
Cost of sales (9,787) – (9,787) (2,544)
Administration and other operating
expenses/income (7,022) – (7,022) (10,539)
Share of results of associates (12,441) (63,181) (75,622) (7,659)
Other investment and financing net gains 52,135 49,937 99,072 17,647
Profit/(loss) before tax 29,183 (16,244) 12,939 (477)
Tax (1,175) (13,143) (14,318) (3,788)
Profit/(loss) after tax 28,008 (29,387) (1,379) (4,265)
Loss per share – basic (continuing operations) (1.4)p (5.1)p
(1) Exceptional derivative revaluations and the rationale for a 3 column income statement are discussed under derivatives below.
Revenue and cost of sales mainly relate to AGD’s development
activities. The increase in both revenue and costs are due to
an increase in the level of activity at the operations compared
to 2007.
Administration and other operating expenses/income are
£3.5 million less than in 2007. This is mainly due to a foreign
exchange loss of £1.3 million during the 2007 year compared
to a £0.7 million gain during the 2008 year and significant
one-off charges during the previous year.
Administration and other operating expenses/income were
also affected by a £1.4 million increase in amortisation of
intangibles, a £1.0 million reduction in the share based
payments charge, and a £1.1 million increase in other employee
expenses, reflecting the increase in the Group’s workforce.
22. 20 Cambrian Mining Plc Annual Report and Financial Statements 2008
Exceptional derivative revaluation in the Income statement
Details of the effect of the derivative instruments on the
income statement for the year are set out in note 1 to the
accounts. The £46.9 million derivative gain comprises a
£55.0 million derivative gain on a Coal International Plc
convertible loan, WCCC convertible debentures, loan notes
and warrants held by the Group, partly off-set by a £8.1 million
derivative loss relating to Cambrian’s US $27.0 million
convertible loan notes. The tax on derivatives is deferred tax
and relates only to the net £46.9 million derivative gain.
The £63.2 million derivative loss included in share of results
of associates relates to derivative instruments issued by
WCCC, on which there is no tax impact for either WCCC
or for Cambrian. None of the derivative gains and losses
was of a cash nature.
Derivative assets
The derivative instruments held by the Group on 30 June
2008 and their related receivable components are disclosed
in the balance sheet as shown below.
The £13.5 million convertible loan was issued by Coal
International during the 2007 financial year. The loan was
restructured following the acquisition of a 100% interest
in Coal International by Cambrian on 1 August 2008 and
it no longer has a derivative component (refer to note 36
for further detail).
Cambrian provided a C$5 million loan facility to WCCC on
13 September 2007. The loan is convertible at the discretion
of Cambrian at any time prior to maturity on 15 July 2011 at a
price of C$0.75 per share (refer to note 25 for further detail).
The C$29 million WCCC convertible debentures are quoted
on the Toronto Stock Exchange and are convertible at a price
of C$4.00 per share and can be redeemed by WCCC any time
after 24 March 2009 if the share price exceeds C$5.00. The
debentures mature on 24 March 2011.
The Group’s principal associates during the year were WCCC
and Coal International. The pre-exceptional derivative share
of associate losses increased from £7.7 million to £12.4 million
due to increased activity as the mines ramp up to target
production.
Other investments and financing gains for the year (excluding
exceptional derivative revaluations) mainly comprised:
• £37.7 million profit on the disposal of the Group’s interest
in FMC to WCCC, including a £6.1 million gain on the election
of shares instead of cash as the final payment.
The Falls Mountain investment was classified as assets
held for sale in the 2007 accounts;
• £4.7 million reversal of an impairment loss on the Group’s
Coal International investment (see note 19 for details); and
• £8.6 million profit on the disposal of various investments
during the year, of which £7.2 million and £0.5 million
relate to AMR and Vulcan respectively.
Derivatives
The Group held several derivative instruments at financial year-
end. In terms of IFRS, these instruments must be included in
the accounts at fair value and changes in these fair values are to
be accounted for through the income statement. Fair value
is determined using the binomial valuation model or where
applicable quoted market prices. Movements in the quoted
price of the underlying shares between initial recognition and
current valuation dates have the most significant impact on
these revaluations. At the start/finish of the 2008 financial
year the share prices of WCCC and Cambrian were C$2.76/
C$8.96 per share and 125.75p/ 274.5p respectively.
Following these increases, the share prices of WCCC and
Cambrian have declined after the financial year end, which
would lead to a reversal of most of the gains and losses
recorded in the 2008 annual results. Due to the material nature
of the derivative revaluations, we believe that showing these
results separately assists users of the accounts to gain a better
appreciation of the operating results of the Group.
Financial Review continued
Derivative assets disclosure on the balance sheet as at 30 June 2008
Derivative Derivative
financial financial
Other receivables Available for sale Other receivables instruments instruments
non-current investments -current 2008 2007
£m £m £m £m £m
£13.5m Coal International convertible loan – – 13.6 7.2 1.8
WCCC instruments
C$5m convertible loan note 1.4 – 29.7 –
C$29m convertible – 9.7 – 21.9 2.3
Debentures
Unquoted warrants – – – 1.7 –
Quoted warrants – – – 1.5 –
Total 1.4 9.7 13.6 62.0 4.1
23. Cambrian Mining Plc Annual Report and Financial Statements 2008 21
Derivative liabilities
Cambrian issued convertible loan notes totalling US $27.0
million during the 2006 financial year, which are convertible
at any time until 7 May 2009. If they are not converted, they
are redeemable on 23 May 2009. As at 30 June 2008 the debt
and derivative components of the notes were £13.0 million and
£8.4 million respectively. Both amounts are shown separately
in the balance sheet under current liabilities.
Balance Sheet
Abridged consolidated balance sheet position
as at 30 June 2008
30 June 30 June
2008 2007
£000 £000
Intangible assets 14,819 24,164
Tangible assets 4,710 4,317
Interest in associates 62,013 98,373
Other non-current assets 11,743 48,749
Current assets 125,026 30,666
Total assets 218,311 206,269
Current liabilities (57,520) (12,870)
Non-current liabilities (12,981) (37,059)
Net assets 147,810 156,340
During the year the Board expressed its intention to
divest Cambrian’s remaining interest in Xtract via a sale and/or
distribution to its shareholders as a dividend in specie. As a
result, Xtract’s assets and liabilities of £39.3 million and £9.7
million respectively
were included in the balance sheet as assets and liabilities held
for sale (see note 13 for detail). The year on year reduction
in intangible assets mainly relates to the reclassification of the
Xtract assets. On 1 July 2008, 4.9% of Cambrian’s interest
in Xtract was sold, resulting in Xtract becoming an associate
of the Group from that date.
On 3 August 2007 the Group acquired a 27.5% equity interest
in Energybuild through the issue of 4.3 million shares in the
Company and in lieu of an existing loan of £1.9 million due to the
Company. During the year, the Group also increased its equity
interest in Elko Energy from 31.6% to 35.2% at a cost of £4.1
million and acquired a further 17% in Wasabi through a share for
share swap by Xtract and a cash payment of £0.4 million.
The Group disposed of part of its investments in Wasabi and
MEO for £1.2 million and £8.5 million respectively and both
assets were transferred from interest in associate to available
for sale investments at a total value of £21.0 million (see note
19 for details). The Elko, Wasabi and MEO investments are
all held within Xtract.
The Group disposed of its interest in FMC to WCCC
for a total consideration of 18.7 million WCCC shares on
completion of the transaction and a deferred payment of either
4.5 million WCCC shares or a C$14.1 million (£7.0 million) cash
payment. This deferred consideration was recorded at market
value on 6 May 2008 (details provided in note 13). The Group
elected to receive the deferred payment as shares on 27 June
2008 and the derivative component valued at £12.6 million for
accounting purposes, was transferred from derivative
instruments to interest in associates upon receipt which,
together with the £7.0 million cash payment foregone,
increased associates by £19.7 million. In total, the FMC
transaction has increased the Group’s interest in associates by
£50.2 million, reducing the impact on the balance sheet of the
£63.2 million interest in derivative losses from associates (see
note 19 for details).
As at the balance sheet date, the Group’s associates
comprise WCCC, Coal International and Energybuild
(see note 19 for details).
Other non-current assets decreased during the period mainly
as a result of £17.2 million of available for sale assets held
at 30 June 2007 being sold during the period, and the transfer
to current receivables of the Coal International convertible loan
of £13.6 million.
Current assets increased significantly as a result of a
£25.1 million increase in held for sale assets relating to Xtract a
£57.8 million increase in the value of derivatives mostly relating
to WCCC (refer to note 25), and the transfer of the Coal
International convertible loan from non-current assets.
The Group’s current liabilities increased by £44.7 million year
on year, of which the transfer of loans and borrowings and
convertible loan notes from non-current liabilities to current
liabilities, accounted for £25.6 million. The revaluation of the
derivative component of the US$27.0 million convertible loan
notes issued by Cambrian and an increase
of £8.0 million in liabilities associated with Xtract, which was
classified as a held for sale asset at year end, accounted for
the remainder of the increase.
The Group’s borrowings and convertible loan notes totalling
£25.6 million fall due during the second half of the 2009
financial year. The Group is confident that it will be able
to settle these debt obligations through a combination of
operational cash flow, cash from investment activities and
a new or revised debt facility, if required.
Non-current liabilities decreased by £24.1 million, mainly due
to the reclassification of the loans and borrowings and loan
notes as discussed above. In total, the Group’s liabilities have
increased by £20.6 million year on year, mainly due to the
increase in Xtract’s liabilities and the fair value of the derivative
component of the US$27.0 million convertible loan notes.
Equity
During the year, the Group issued 5.25 million shares of
which 4.3 million related to the acquisition of Energybuild as
discussed above. The remainder was as a result of the exercise
of options by employees and former employees.
24. Significant cash movements and liquidity
Abridged consolidated cash flow statement – as at 30 June 2008
30 June 30 June
2008 2007
£000 £000
Net cash used in operating activities (11,553) (17,052)
Net cash generated by/(used in) investing activities 13,669 (3,118)
Net cash (used in)/generated by financing activities (1,122) 14,827
Net increase/(decrease) in cash and cash equivalents 994 (5,343)
Cash and cash equivalents at beginning of year 5,803 11,148
Effect of exchange rate changes 1,605 (2)
Transfer of cash to held for sale assets (Xtract cash) (6,378) –
Cash and cash equivalents at end of year 2,024 5,803
22 Cambrian Mining Plc Annual Report and Financial Statements 2008
Financial Review continued
Cambrian’s cash position reduced from £5.8 million to
£2.0 million during the year. This is mainly due to the
reclassification of Xtract’s £6.4 million cash as assets held for
sale, partly offset by £1.6 million of positive exchange rate
changes and £1.0 million of net cash generated during the year.
The Group used £11.6 million in operating activities during
the 2008 financial year compared to £17.1 million during the
2007 financial year (see note 33 for details). The cash used
in operating activities was mainly affected by:
• £3.4 million increase in the loss at the AGD operations;
• £3.5 million lower administrative and other operating
expenses;
• £2.6million loss from discontinued operations, excluding
share in associates, compared to a loss of £1.6 million
during 2007;
• £8.3 million taxes paid during 2007, compared to £nil
during 2008; and
• £0.3 million increase in working capital in 2008, compared
to a £0.7 million reduction in working capital in 2007.
The Group generated £13.7 million from its investing activities
during 2008 on the back of £23.8 million sales proceeds from
the disposal of its interest in AMR, Wasabi, MEO and Vulcan.
This was partly offset by the £4.1 million acquisition of Elko
Energy shares by Xtract, a £0.4 million investment in Wasabi
by Xtract and a £4.5 million net increase in subscription to
convertible loan instruments and provision of loans to WCCC
and Coal International.
Cash used in financing activities was £1.1 million during 2008,
compared to £14.8 million proceeds generated from financing
activities during 2007. During 2007, the Group raised
£11.6 million in borrowings and a further £6.7 million through
the issue of shares by the Group’s listed subsidiaries to minority
shareholders, whilst no significant funds were raised
during 2008.
Post Balance Sheet Events
The details of the Group’s material post balance sheet events
are provided in note 36 to the accounts. The most significant of
the post balance sheet events is the acquisition by the Group
of a 100% equity interest in Coal International Plc through the
issue of 19.7 million Cambrian shares at a market value of
£0.8 million on 1 August 2008. As an indirect result of this
transaction, the Group’s interest in Energybuild increased to
50.59%.
Key performance indicators
30 June 30 June 30 June
2008 2007 2006
Gross assets £m 218 206 148
Growth % 5.8 39.2 64.4
Net assets £m 148 156 121
Growth % (5.1) 28.9 (51.3)
Net debt to net assets % 16.0 12.2 2.5
Net asset value per share £ 1.50 1.67 1.52
Growth % (10.2) 9.9 46.2
Coal sales Tonnes’ 000 4,140 2,253 785
Antimony concentrate production Tonnes 2,772 1,033 –
Gold production oz 2,411 1,501 –
25. Cambrian Mining Plc Annual Report and Financial Statements 2008 23
The names and biographical details of the directors are set out
below. All directors served throughout the reporting period.
Mark Burridge 40
Chief Executive Officer
Mark Burridge has over 20 years’ experience in the metals and
mining industry. Initially he worked as a geologist and geological
engineer before joining the financial services sector. Prior to
his appointment as Chief Executive Officer, he was a Managing
Director at Hatch Corporate Finance, a Corporate Finance
advisory firm. Prior to this he worked for Merrill Lynch, where
he was a ranked Analyst, and Barrick Gold Corporation, as a
geological engineer. He has a degree in Mining Geology from
the Royal School of Mines and is a Chartered Financial Analyst.
Thomas David (Ted) Button 60
Non-Executive Director
Audit and Nomination Commitee Member
Ted Button has over 30 years’ experience in the international
mining and metals industry, principally gained with Rio Tinto,
where his roles included President, Rio Tinto Russia; Senior
Vice-President Finance, QIT-Fer et Titane; and Managing
Director, Rio Tinto Aluminium Holdings. Most recently he was
Chief Financial Officer of Adastra Minerals Inc. (developer
of the major Kolwezi Copper / Cobalt Tailings Project in the
Democratic Republic of Congo) from 2001 until it was
successfully taken over by First Quantum Minerals Ltd. in
2006. He holds a Master of Science degree in Business
Studies from the London Business School and a Master of
Arts degree in Mathematics from Oxford University.
John Bryne 59
Executive Chairman
John Byrne has over 30 years’ experience in the natural
resources industry as an investor and resource business
developer. He is also Non-Executive Chairman of Western
Canadian Coal Corp. John Bryne holds directorships with
a number of other public and private companies.
John Conlon 68
Executive Director
John Conlon has been involved in the mining industry since
1972, when he formed Webcon Equipment Inc., a company
that supplies milling and mobile equipment worldwide. In
1980 he purchased a part share in Graham Mining, a mining
contracting company involved in mine development in northern
Canada. In 1995 he formed Driftech Inc., a company engaged
in the business of repairs and manufacturing mining equipment.
He is a director of several companies including Western
Canadian Coal Corp and Xtract Energy Plc.
Charles de Chezelles 69
Non-Executive Director
Audit, Nomination and Remuneration Commitee Member
Charles de Chezelles is a highly experienced financial industry
expert. Past positions include: General Manager, Banco Real
S.A., London; Executive Director, Credit Suisse-First Boston,
London; Director, First Boston Europe, London; Vice President,
The First Boston Corporation, New York; Corporate Account
Executive, Smith Barney, New York; Investment Analyst,
Stralem & Company, New York. He is currently Managing
Director of Omega Trust Company Limited (London).
He sits on the board of several financial companies and trusts.
John O’Reilly 63
Non-Executive Director
Nomination and Remuneration Commitee Member
John O’Reilly is a mining industry professional with over
40 years’ experience in the industry. His experience includes
19 years spent with Rio Tinto Plc, in senior executive positions
including Head of Technology, Head of Gold and Other Minerals
and he was a director of Rio Tinto Technical Services Ltd.
From 1993 to 1998 he was responsible for the development,
construction and operation of the Lihir Gold project in Papua
New Guinea, in which Rio Tinto was a major shareholder, and
was the inaugural Chief Executive Officer of Lihir Gold Limited
(‘Lihir’). Prior to joining Rio Tinto, he had held senior operating
positions with major mining companies in Oman, Iran,
Botswana and Zambia. His experience covers all aspects of
mine development, construction and operation over a wide
suite of minerals and metals. From 1992 until 1996 John
O’Reilly was President of the Mineral Industry Research
Organisation (MIRO). He is also a director of Lion Selection
Group Limited, OJSC Polymetal, Ausenco Limited and
Nautilus Minerals Inc.
Directors
26. 24 Cambrian Mining Plc Annual Report and Financial Statements 2008
Directors’ Report
The directors present their report together with the financial statements for the year ended 30 June 2008.
Principal Activities and Business Review
Cambrian is a diversified mining group that manages and supports operations in coal, gold and antimony mining. Cambrian has
been instrumental in the past three years in supporting the development of a number of mines and moving them into production.
These include: the Augusta gold and antimony mine in Victoria, Australia (through its wholly-owned subsidiary AGD Mining
Pty Ltd), the Wolverine hard coking coal mine and the Dillon and Brule PCI mines in Western Canada (through
its investment in WCCC) and an underground metallurgical coal and underground and surface thermal coal mines in
West Virginia, USA.
Cambrian also currently has an investment in Xtract, giving it exposure to energy projects and related technologies. However,
the directors have recognised that Xtract’s structure and focus on developing early-stage energy assets is no longer compatible
Cambrian’s strategic direction as an operating Group. It was therefore decided to dividend a significant portion of the holding
directly to our shareholders in the near future.
A detailed review of the Group’s business during the year and an indication of likely further developments may be found in the
Chairman’s Statement, (page 2) the CEO & Business Review, (page 12) and the Financial Review, (page 19).
The derivative financial instruments of the Group comprise options and warrants over quoted equity securities and options
embedded in the convertible debentures and notes of other entities held by the Group and the Company’s convertible notes
in issue. Details of the derivative financial instruments are set out in note 25 of the financial statements.
Risks and uncertainties are discussed on pages 28 and 29 of this Directors’ Report.
Results and Dividends
The net loss for the Group for the year ended 30 June 2008 amounts to £3.0 million (2007: £4.3 million).
No cash dividends have been paid or are proposed by the directors in respect of the current period (2007: £nil).
Post Balance Sheet Events
As at the date of this report, the directors were not aware of any significant post balance sheet events other than those set
out in note 36 to the accounts.
Substantial Interests in Share Capital
The Company has been notified or is aware of the following significant holdings of voting rights in its shares as at 12 November
2008 in line with the Disclosure and Transparency Rules of the FSA:
Shareholder Number of shares % of issued captial
Audley Capital Management Limited 29,142,484 24.66
Sprott Asset Management 9,387,255 7.94
Lehman Brothers International (Europe) 8,290,411 7.02
SIA Funds 7,080,352 5.99
John Byrne 6,769,493 5.73
The Bank of New York (Nominees) 4,973,896 4.21
TD Waterhouse Nominees (Europe) 3,557,268 3.01
Acquisition of the Company’s own shares
At the Annual General Meeting of the Company held on 20 December 2007, the shareholders resolved to grant an authority to
the directors to purchase through the market 9,746,650 of the Company’s ordinary shares at a minimum price of 5% below, and
a maximum price of 5 % above the average closing price for the shares as derived from the FTSE AIM All-Share Index for the five
business days immediately preceding the date on which the shares are purchased.
No purchases of the Company’s ordinary shares were made under the current authority during the year ended 30 June 2008.
27. Cambrian Mining Plc Annual Report and Financial Statements 2008 25
Directors’ Remuneration
The Company remunerates the directors at a level commensurate with the size of the Company and the experience of
its directors.
The total remuneration of the directors of the Company for the 12-month period ended 30 June 2008 was £825,147 which
consists of all of the directors’ fees and other emoluments totalling £513,597 bonuses paid to Mark Burridge of £300,000
and pension contributions of £11,550.
At 30 June 2008, the annual fee of each of the directors was as follows:
Director Annual salary
Mark Burridge £180,000
Ted Button £30,000
John Byrne £78,000
John Conlon £78,000
Charles de Chezelles £24,000
John O’Reilly £24,000
In addition the directors hold options as set out in the statement of Directors’ Interests.
As at the date of this Directors’ Report, there has been no change in the fees set out above since 30 June 2008. On 1 July 2007
Mark Burridge, whose terms of remuneration were amended with effect from that date, when he was appointed full-time Chief
Executive Officer of the Company also received a gross payment of £50,000. During the period he received a further two gross
payments totalling £250,000. The further terms of his remuneration are set out below:
(i) if the Company is specifically remunerated for services provided to any of its subsidiaries or any other companies in which
the Company has an interest and those services are provided (partly or wholly) through Mark Burridge, the Company has
agreed to acknowledge his contribution by paying him a reasonable proportion of the income the Company receives in
relation to such services;
(ii) Mark Burridge will be eligible for an annual incentive bonus which can be comprised of a cash payment, shares or share
options and this bonus shall consist of:
(a) a cash sum equal to or greater than 100% of his basic salary for the year in question to be paid if he reaches or exceeds
the performance target for that year as determined by the Board and/or the Remuneration Committee and not
withstanding the service of notice of termination of his service agreement save for where his service agreement is
terminated by the Company for cause (including but not limited to gross misconduct or disqualification from holding
office as a director of a company).
(b) such share options as the Board and/or Remuneration Committee, in its absolute discretion, may from time to time
determine, at a level appropriate to a company of this nature and in line with the share options awarded to the other
management/directors taking into consideration the other incentive compensation;
(c) a bonus related to performance of the Company’s share price relative to a suitable index/benchmark (to be determined
by the Remuneration Committee) at a level of £30,000 (thirty thousand pounds) per percentage point of out-
performance, with a cap of £160,000 in each year of his service; and
(d) such further bonus to be determined by the Board and/or the Remuneration Committee and based on the performance
of the Company’s share price, the Company’s profitability and Mark Burridge’s performance.
(iii) the Company has agreed to pay a contribution of 5% of basic salary to Mark Burridge’s personal pension plan
Directors’ Indemnities
The Company maintains directors’ and officers’ liability insurance which gives appropriate cover for legal action brought against its
directors. The Company has also provided an indemnity for its directors, which is a qualifying third party indemnity provision for
the purposes of the Companies Act 1985 (as amended).
28. 26 Cambrian Mining Plc Annual Report and Financial Statements 2008
Directors’ Service Contracts
All directors’ contracts are continuous unless terminated. There is a twelve months notice period for all directors, other than for
John O’Reilly and Ted Button who have one-month notice periods and for Mark Burridge who may terminate his contract on six-
months notice or whose contract may be terminated by the Company on twelve-months notice. Under the Company’s Articles
of Association at least one third of all directors are required to resign by rotation at each Annual General Meeting.
Directors’ Interests
The directors who held office at 30 June 2008 have the following interests in the Company:
30 June 2008 30 June 2007
Ordinary Shares Options Ordinary Shares Options
Mark Burridge – 1,000,000 – 250,000
Ted Button – 250,000 – –
John Byrne(1)(2)
6,738,724 1,000,000 6,738,724 1,000,000
John Conlon(2)
911,000 1,000,000 911,000 1,000,000
Charles de Chezelles 472,000 250,000 472,000 250,000
John O’Reilly 2,000 250,000 2,000 250,000
(1) John Byrne holds 2,125,564 ordinary shares (out of his shareholding shown above of 6,738,724) through a beneficial ownership of Twenty Second Yeneb Pty Limited.
(2) Additionally, as a result of the scheme of arrangement between Coal International Plc (‘Coal International’) (now Coal International Ltd) becoming effective on 1 August 2008, Mr. Byrne and
Mr. Conlon each received 30,769 new Cambrian ordinary shares. These are not included in the totals as at 30 June 2008 which are shown above. They also each hold options over 1,000,000 Coal
International shares. Under the terms of Coal International’s articles of association as amended by the General Meeting of Coal International held on 14 July 2008, Coal International option holders
shall be entitled to receive Cambrian shares upon exercise of such options on the basis of 1 new Cambrian share for every 3.25 Coal International shares which the option holder is entitled to under
the terms of the option. The latest date for exercise of the options in Coal International is 12 December 2008.
Further details of the options in the Company can be found in note 35 to the Financial Statements.
At 30 June 2008 John Conlon held 1,000,000 options in a subsidiary of Cambrian, Xtract. As at 30 June 2007, John Byrne
(through his beneficial ownership of Twenty Second Yeneb Pty Limited) held 13.4 million options in Xtract Energy Plc (exercisable
at 1p each and expiring in March 2008). All of these options were exercised during the period and as at 30 June 2008, Twenty
Second Yeneb Pty Limited had no interest in Xtract. No other director had any interest in the Company’s subsidiaries at the
beginning (or if later, the date of their appointment) or at the end of the reporting period.
Corporate Governance
A statement on Corporate Governance is set out on pages 28 to 29.
Environmental Responsibility
The Company recognises that the Group’s exploration and development activities require it to have regard to the potential impact
that it and its subsidiary companies may have on the environment. The Company has adopted an Environmental Policy for the
Group and wherever possible the Company ensures that all related companies are encouraged to comply with the local regulatory
requirements with regard to the environment.
Going Concern
After making enquiries the directors have a reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. On this basis they continue to adopt the going concern basis in preparing the
financial statements.
Creditor Payment Policy
It is the Company’s policy to settle the terms of payment with suppliers when agreeing the terms of the transaction so as to ensure
that suppliers and the Company are aware of those terms and abide by them. The number of days’ purchases outstanding for
payment by the Group at the year-end was 34 (2007:32).
Political and Charitable Donations
No political contributions or donations for political purposes or charitable donations were made during the period.
Directors Report continued
29. Cambrian Mining Plc Annual Report and Financial Statements 2008 27
Annual General Meeting
The Company will distribute a notice of Annual General Meeting to be held in December 2008 to lay the annual accounts before
the shareholders and to deal with any other business for the consideration of the shareholders. The notice of Annual General
Meeting will be distributed with this Annual Report.
Auditors
Each of the persons who is a director at the date of approval of this Annual Report confirms that:
• so far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware; and
• the director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant
audit information and to establish that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s234ZA of the Companies Act 1985.
Deloitte & Touche LLP have expressed their willingness to continue in office as the auditors and a resolution to reappoint them
will be proposed at the next general meeting of the Company.
By Order of the Board
Mark Burridge
Chief Executive Officer
Dated: 12 November 2008
30. 28 Cambrian Mining Plc Annual Report and Financial Statements 2008
Corporate Governance Statement
The Board is committed to maintaining high standards of corporate governance. The Listing Rules of the Financial Services
Authority incorporate the Combined Code, which sets out the principles of Good Governance, and the Code of Best Practice for
listed companies. Whilst the Company is not required to comply with the Combined Code, the Company’s corporate governance
procedures take due regard of the principles of Good Governance set out in the Combined Code in relation to the size and the
stage of development of the Company.
With regard to the growth of the Company, the Board reviews and strengthens its policies and procedures on an ongoing basis
to optimise corporate performance and accountability.
The Board of Directors
The Board of directors currently comprises six members, three Executive Directors (Mark Burridge, John Byrne and John Conlon)
and three independent Non-Executive Directors (Ted Button, John O’Reilly and Charles de Chezelles).
Board Meetings
The Board meets regularly to provide effective leadership and overall management of the Group’s affairs through the schedule of
matters reserved for its decision. This includes the approval of the budget and business plan, major capital expenditure,
acquisitions and disposals, risk management policies and the approval of the financial statements. Formal agendas, papers and
reports are sent to the directors in a timely manner, prior to the board meetings. The Full Board met fifteen times during the
period. In addition, the Board delegates certain of its responsibilities to the Board Committees which have clearly defined terms
of reference. The Board Committees met eight times during the period.
All directors have access to the advice of the Company’s solicitors and the Company Secretary who is responsible for ensuring
that all Board procedures are followed. Any director may take independent professional advice at the Company’s expense in the
furtherance of his duties.
Board Committees
The Board has established Remuneration, Audit and Nomination Committees. The Remuneration Committee is responsible
for making recommendations to the Board on the Company’s framework for executive remuneration and its cost and for
determining, on the Board’s behalf, specific remuneration packages for directors, including pension rights and any compensation
payments. The Audit Committee is responsible for reviewing the scope and results of the annual audit, its cost effectiveness
and the auditors’ independence and objectivity. The Nomination Committee has responsibility for identifying, evaluating and
recommending candidates to join the Board and make recommendations on Board composition and balance.
The current members of the Remuneration Committee are Charles de Chezelles and John O’Reilly. The current members
of the Audit Committee are Charles de Chezelles and Ted Button. The current members of the Nomination Committee are
Charles de Chezelles, Ted Button and John O’Reilly.
Securities Trading
The Board has adopted a share dealing code that applies to directors, senior management and any employee who is in possession
of ‘inside information’. All such persons are prohibited from trading in the Company’s securities if they are in possession of
‘inside information’. Subject to this condition and trading prohibitions applying to certain periods, trading can occur provided
the relevant individual has received the appropriate prescribed clearance.
Risks and Uncertainties
The principal risks facing the Company are set out below. Risk assessment and evaluation is an essential part of the Group’s
planning and an important aspect of the Group’s internal control system.
General and economic risks:
• Contractions in the world’s major economies or increases in the rate of inflation resulting from international conditions.
• Weakness in global equity and share markets in particular in Australia, Canada and the United Kingdom, and adverse changes
in market sentiment towards the resource industry.
• Currency exchange rate fluctuations and, in particular, the relative prices of the Australian Dollar, US Dollar, Canadian Dollar
and the UK Pound.
• Exposure to interest rate fluctuations.
31. Cambrian Mining Plc Annual Report and Financial Statements 2008 29
• Adverse changes in factors affecting the success of exploration and development operations, such as increases in expenses,
changes in government policy and further regulation of the industry; unforeseen major failure, breakdowns or repairs required
to key items of plant and equipment resulting in significant delays, not withstanding regular programmes of repair,
maintenance and upkeep; variations in grades and unforeseen adverse geological factors or prolonged weather conditions.
Funding risk:
• The Group or the companies in which it has invested may not be able to raise, either by debt or further equity, sufficient
funds to enable completion of planned exploration, investment and/or development projects.
Commodity risk:
• Commodities are subject to high levels of volatility in price and demand. The price of commodities depends on a wide range
of factors, most of which are outside the control of the Company. Mining, processing and transportation costs also depend
on many factors, including commodity prices, capital and operating costs in relation to any operational site.
Exploration and development risks:
• Exploration and development activity is subject to numerous risks, including failure to achieve estimated mineral resource,
recovery and production rates and capital and operating costs.
• Success in identifying economically recoverable reserves can never be guaranteed. The Company also cannot guarantee
that the companies in which it has invested will be able to obtain the necessary permits and approvals required for
development of their projects.
• Some of the countries in which the Company operates have native title laws which could affect exploration and
development activities. The companies in which the Company has an interest may be required to undertake clean-up
programmes on any contamination from their operations or to participate in site rehabilitation programmes which may
vary from country to country. The Group’s policy is to follow all applicable laws and regulations and the Company is not
currently aware of any material issues in this regard.
• Timely approval of mining permits and operating plans through the respective regulatory agencies cannot be guaranteed.
• Availability of skilled workers is an ongoing challenge.
• Geology is always a potential risk in mining activities
Market risk
• The ability of the Group (and the companies it invests in) to continue to secure sufficient and profitable sales contracts
to support its operations is a key business risk.
Internal Controls
The Board recognises the importance of both financial and non-financial controls and has reviewed the Company’s control
environment and any related shortfalls during the year. The Company has undergone, and continues to undergo, significant
expansion and development which requires commensurate and ongoing development in the Company’s financial reporting
procedures and internal controls. Whilst they are aware that no system can provide absolute assurance against material
misstatement or loss, continuing reviews of internal controls will be undertaken to ensure that adequate internal controls
are implemented and that they operate effectively.
Relations with Shareholders
The Board is committed to providing effective communication with the shareholders of the Company, with significant
developments disseminated through Stock Exchange announcements. The Board sees the annual general meeting as a forum
for communication between the Company and its shareholders and encourages their participation in its agenda.
Cambrian has a planned and structured programme to communicate with both existing shareholders and potential new investors.
Utilising this programme allows shareholders and potential investors to be both better informed and more aware of developments
at the Company.
32. 30 Cambrian Mining Plc Annual Report and Financial Statements 2008
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial statements for each financial year. The directors are required by the IAS
Regulation to prepare the group financial statements under IFRSs (IFRSs) as adopted by the European Union. The group financial
statements are also required by law to be properly prepared in accordance with the Companies Act 1985.
International Accounting Standard 1 requires that IFRS financial statements present fairly for each financial year the company's
financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions,
other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses
set out in the International Accounting Standards Board's 'Framework for the preparation and presentation of financial
statements'. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRSs. However,
directors are also required to:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandable information; and
• provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and conditions on the entity's financial position and financial
performance.
The directors have elected to prepare the parent company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). The parent company financial
statements are required by law to give a true and fair view of the state of affairs of the company. In preparing these financial
statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that the parent company financial statements comply with the
Companies Act 1985. They are also responsible for safeguarding the assets of the company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
Statement of Directors’ Responsibility
33. Cambrian Mining Plc Annual Report and Financial Statements 2008 31
We have audited the group and parent company financial statements (the ‘financial statements’) of Cambrian Mining Plc for
the year ended 30 June 2008 which comprise the Consolidated Income Statement, the Consolidated Statement of Recognised
Income and Expense, the Consolidated and Company Balance Sheets, the Consolidated Cash Flow Statement, and the related
notes 1 to 50. These financial statements have been prepared under the accounting policies set out therein.
This report is made solely to the Company’s members, as a body, in accordance with section 235 of the Companies Act 1985.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state
to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report,
or for the opinions we have formed.
Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the Annual Report and the group financial statements in accordance with applicable
law and International Financial Reporting Standards (IFRSs) as adopted by the European Union, and for preparing the parent
company financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and
International Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in
accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors’
Report is consistent with the financial statements.
In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the
information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and
other transactions is not disclosed.
WereadtheotherinformationcontainedintheAnnualReport,andconsiderwhetheritisconsistentwiththeauditedfinancial
statements.ThisotherinformationcomprisesonlytheDirectors’Report,theChairman’sStatement,theBusinessReviewandFinancial
Review.Weconsidertheimplicationsforourreportifwebecomeawareofanyapparentmisstatementsormaterialinconsistencies
withthefinancialstatements.OurresponsibilitiesdonotextendtoanyfurtherinformationoutsidetheAnnualReport.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation
of the financial statements, and of whether the accounting policies are appropriate to the group’s and company’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion:
• the group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the
state of the group’s affairs as at 30 June 2008 and of its loss for the year then ended;
• the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted
Accounting Practice, of the state of the parent company’s affairs as at 30 June 2008;
• the group and parent company financial statements have been properly prepared in accordance with the Companies Act 1985;
and
• the information given in the Directors’ Report is consistent with the financial statements.
Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London, United Kingdom
12 November 2008
Independent auditors’ report to the members of
Cambrian Mining Plc
34. 32 Cambrian Mining Plc Annual Report and Financial Statements 2008
Pre exceptional Exceptional
derivative derivative
revaluations revaluations
(note 1) (note 1)*
Year ended Year ended Year ended Year ended
2008 2008 2008 2007
Note £’000 £’000 £’000 £’000
Continuing operations
Revenue 5 6,298 – 6,298 2,618
Cost of sales (9,787) – (9,787) (2,544)
Gross (loss)/ profit (3,489) – (3,489) 74
Administrative expenses (7,999) – (7,999) (9,287)
Other operating expenses – – – (1,400)
Share of results of associates 19 (12,441) (63,181) (75,622) (7,659)
Other operating income 981 – 981 148
Loss on disposal of property, plant and equipment 7 (4) – (4) –
Operating loss (22,952) (63,181) (86,133) (18,124)
Investment revenue 5, 9 3,918 – 3,918 3,247
Other gains and losses 10 15,121 46,937 62,058 12,600
Finance costs 11 (3,118) – (3,118) (2,903)
Negative goodwill 7 – – – 467
Gain on disposal of associates – – – 4,236
Gain on disposal of assets and liabilities held for sale 13 31,601 – 31,601 –
Impairment of intangible assets (49) – (49) –
Reversal of impairment loss on interests in associates 19 4,662 – 4,662 –
Profit/(loss) before tax 29,183 (16,244) 12,939 (477)
Tax 12 (1,175) (13,143) (14,318) (3,788)
Profit/(loss) for the year from continuing operations 7 28,008 (29,387) (1,379) (4,265)
Discontinued operations
(Loss)/profit after tax for the year from discontinued operations 13 (1,067) – (1,067) 63
Loss on measurement to fair value of assets held for sale 13 (552) – (552) –
Profit/(loss) for the year 26,389 (29,387) (2,998) (4,202)
Attributable to:
Equity holders of the parent 27,063 (29,387) (2,324) (8,769)
Minority interest (674) – (674) 4,567
26,389 (29,387) (2,998) (4,202)
Basic loss per share
– from continuing operations 15 (1.4)p (5.1)p
– from continuing and discontinued operations 15 (2.3)p (9.9)p
* Comparatives for exceptional derivatives are set out in Note 1.
Consolidated income statement
for the year ended 30 June 2008
35. Cambrian Mining Plc Annual Report and Financial Statements 2008 33
Year ended Year ended
2008 2007
£’000 £’000
(Loss)/gain on revaluation of available for sale investments taken to equity (12,947) 16,065
Unwinding of fair value gains on transfer to investment in associate (547) –
Transferred to income statement on sale of available for sale investments (9,166) –
Transferred to investment in associates (528) –
Exchange differences on translation of foreign operations 2,901 (2,000)
Tax on items taken directly to equity 5,164 (2,102)
Net (expense)/income recognised directly in equity (15,123) 11,963
Loss for the year (2,998) (4,202)
Total recognised income and expense for the year (18,121) 7,761
Attributable to:
Equity holders of the parent (16,098) 3,175
Minority interests (2,023) 4,586
(18,121) 7,761
Consolidated statement of recognised income and expense
for the year ended 30 June 2008
36. 34 Cambrian Mining Plc Annual Report and Financial Statements 2008
Year ended Year ended
2008 2007
Notes £’000 £’000
Non-current assets
Intangible assets 16 14,819 24,164
Property, plant and equipment 17 4,710 4,317
Interests in associates 19 62,013 98,373
Deferred tax assets – 6
Available for sale investments 20 9,730 34,909
Other receivables 22 2,013 13,834
93,285 175,603
Current assets
Inventories 21 538 194
Held for trading investments 20 667 1,579
Derivative financial instruments 25 61,972 4,160
Trade and other receivables 22 20,559 4,798
Cash and cash equivalents 22 2,024 5,803
Assets held for sale 13 39,266 14,132
125,026 30,666
Total assets 218,311 206,269
Current liabilities
Trade and other payables 29 5,037 4,137
Loans and borrowings 23 12,555 –
Convertible loan notes 24 13,040 –
Derivative financial instruments 25 8,390 323
Current tax liabilities 7,948 5,879
Provisions 30 811 811
Liabilities directly associated with assets classified as held for sale 13 9,739 1,720
57,520 12,870
Net current assets 67,506 17,796
Non-current liabilities
Trade and other payables 29 191 143
Loans and borrowings 23 – 12,580
Convertible loan notes 24 – 12,389
Deferred tax liabilities 27 12,273 11,543
Provisions 30 517 404
12,981 37,059
Total liabilities 70,501 49,929
Net assets 147,810 156,340
Equity
Share capital 31 19,748 18,698
Share premium account 32 39,706 34,112
Share-based payment reserve 32 7,290 4,186
Merger reserve 32 9,471 9,471
Revaluation reserve 32 3,780 3,780
Capital redemption reserve 32 411 411
Treasury shares reserve 32 (411) (411)
Available for sale investments reserve 32 (1,225) 15,846
Convertible loan notes reserve 32 1,946 2,680
Foreign currency translation reserve 32 5,866 3,335
Retained earnings 32 46,546 48,609
Equity attributable to equity holders of the parent 133,128 140,717
Minority interest 32 14,682 15,623
Total equity 147,810 156,340
The financial statements were approved by the Board of directors and authorised for issue on 12 November 2008. They were
signed on its behalf by:
Mark Burridge Director
Consolidated balance sheet
as at 30 June 2008
37. Cambrian Mining Plc Annual Report and Financial Statements 2008 35
Year ended Year ended
2008 2007
Notes £’000 £’000
Net cash used in operating activities 33 (11,553) (17,052)
Investing activities
Interest received 1,511 2,590
Proceeds on disposal of held for trading investments 1,094 1,490
Proceeds on disposal of derivative financial instruments – 3,015
Proceeds on disposal of available for sale investments 14,082 42,553
Proceeds from disposal of interests in associates 9,758 –
Purchase of property, plant and equipment (709) (1,199)
Proceeds on disposal of property, plant and equipment 1 11
Acquisition of interests in associates (4,494) (22,440)
Acquisition of subsidiaries, net of cash acquired – (288)
Purchase of available for sale investments (424) (1,905)
Purchase of held for trading investments (433) (1)
Purchase of derivative financial instruments (1,187) (74)
Purchase of held for sale assets – (7,358)
Investment in security bonds – (61)
Loan advances to associates (5,496) (20,762)
Loan repayments from associates 2,212 3,118
Other investment revenue 122 125
Expenditure on intangible assets (2,368) (1,932)
Net cash from/(used in) investing activities 13,669 (3,118)
Financing activities
Dividends paid – (1,351)
Repayments of obligations under finance leases (17) (38)
Interest paid (1,960) (1,434)
Proceeds on issue of shares 400 157
Purchase of treasury shares 32 – (411)
Proceeds from issue of shares by subsidiary to minority interest 372 6,683
Transaction costs from issue of shares by subsidiary to minority interest – (354)
Proceeds from borrowings 2,740 11,575
Transaction costs of borrowings (82) –
Repayment of borrowings (2,575) –
Net cash (used in)/from financing activities (1,122) 14,827
Net increase/(decrease) in cash and cash equivalents 994 (5,343)
Cash and cash equivalents at beginning of the year 22 5,803 11,148
Effect of foreign exchange rate changes 1,605 (2)
Transfer of cash to held for sale assets (note 13) (6,378) –
Cash and cash equivalents at end of the year 22 2,024 5,803
Consolidated statement of cash flows
for the year ended 30 June 2008