label int64 1 1 | id stringlengths 10 12 | original_id stringlengths 8 9 | text stringlengths 347 29.5k |
|---|---|---|---|
1 | 20834489_b0 | 20834489 | being the exploration of mineral properties. All of Thundermin's assets are located in Canada.
15. Financial Instruments
Fair Value The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates their fair value due to the short-term maturities of these instruments. Thundermin's carrying cost and quoted market value of its investments are disclosed in note 4.
Commodity Price Risk The ability of Thundermin to develop its mineral properties and the future profitability of Thundermin is directly related to the market price of gold and base metals.
23
CORPORATE INFORMATION
DIRECTORS
OFFICERS
John M. Arnold · Mining Executive, Guelph
James W. Gill · President and Chief Executive Officer, Aur Resources Inc., Toronto
Hugh D. Harbinson Chairman, Queenston Mining Inc., Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McCarter Vice-President and Secretary, Aur Resources Inc., Toronto
Charles E. Page · President and Chief Executive Officer, Queenston Mining Inc., Toronto
James W. Gill Chairman of the Board
John B. Heslop President and Chief Executive Officer
Hugh D. Harbinson Managing Director
Susan Smith Secretary
Peter McCarter Assistant Secretary
HEAD OFFICE
Suite 1116 111 Richmond Street West Toronto, Ontario M5H 2G4 Telephone: (416) 364-0001 Fax: (416) 364-5098 Email: info@thundermin.com Website: www.thundermin.com/explore/
· Member of Audit Committee
Auditors Moore Stephens Cooper Molyneux LLP, Toronto
Legal Counsel Aird & Berlis, Toronto
Registrar & Transfer Agent CIBC Mellon Trust Company, Toronto
Stock Exchange Listing Toronto Stock Exchange (TSX) Symbol THR
24
Designed and produced by Stratagem Marketing & Design · Printed in Canada
Stewart
Flin Flon Snow Lake
Mishibishu
Joutel
Green Bay Chibougamau
Kirkland Lake Timmins
Wawa
Matagami Val d'Or Rouyn-Noranda
Cape Ray
Toronto
www.thundermin.com/explore/
Toronto Stock Exchange (TSX) symbol THR
|
1 | 20834489_b1 | 20834489 | , 2003, Thundermin had approximately $22,790,000 of unclaimed exploration and development expenditures, $1,374,000 of non-capital losses carried forward, and $3,825,000 of capital losses carried forward available to reduce future taxable income. Any non-capital losses that are unutilized to reduce taxable income in future years expire at the end of the following years:
2006 2007 2008 2009
$ 1,000 401,000 427,000 545,000
$ 1,374,000
The benefit of $329,400 relating to non-capital losses carried-forward was recognized sufficient to offset the future tax liability recognized on the flow-through expenditures.
12. Commitments
Pursuant to the common share flow-through financing described in note 7(c)(iii), Thundermin is required to spend $432,000 on Canadian Exploration Expenditures in 2004.
13. Supplemental Cash Flow Information
Interest paid Interest received Taxes paid Taxes refunded
2003
$
5,264 14,995 22,552
2002
$
44,915 7,537
73,342
14. Segment Disclosure Thundermin has one operating segment, being the exploration of mineral properties. All of Thundermin's assets are located in Canada.
15. Financial Instruments
Fair Value The carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximates their fair value due to the short-term maturities of these instruments. Thundermin's carrying cost and quoted market value of its investments are disclosed in note 4.
Commodity Price Risk The ability of Thundermin to develop its mineral properties and the future profitability of Thundermin is directly related to the market price of gold and base metals.
23
CORPORATE INFORMATION
DIRECTORS
OFFICERS
John M. Arnold · Mining Executive, Guelph
James W. Gill · President and Chief Executive Officer, Aur Resources Inc., Toronto
Hugh D. Harbinson Chairman, Queenston Mining Inc., Toronto
John B. Heslop President and Chief Executive Officer, Thundermin Resources Inc., Burlington
Peter McCarter Vice-President and Secretary, Aur Resources Inc., Toronto
Charles E. Page · President and Chief Executive Officer, Queenston Mining Inc., Toronto
James W. Gill Chairman of the Board
John B. Heslop President and Chief Executive |
1 | 20850971_0 | 20850971 | Annual Report 2003
New Boliden is an international mining and smelting company that mines, smelts and refines copper and zinc, lead, gold and silver. The company has approximately 4,900 employees who are mainly based in six countries Sweden, Finland, Norway, Ireland, the Netherlands, and Canada. The company's share is listed on the O-list of the Stockholm Stock Exchange and on the Toronto Stock Exchange.
New Boliden's operations are conducted by three Business Areas, namely Mining Operations, Copper and Zinc. New Boliden is one of the world's leading copper and zinc smelting companies and is also the fourth largest zinc mining company in the world.
New Boliden was formed on 1st January 2004 through the merger of Boliden's and Outokumpu's mining and smelting operations. Pro forma net sales for 2003 totalled SEK 14.5 billion.
Contents
Information The Year in Summary The President's Statement The Boliden Share New Boliden in Brief Boliden's Metals The Metals Market Business Area Mining Operations Business Area Zinc Business Area Copper Marketing and Sales Operations Sold Exploration Ore Reserves and Mineral Resources Human Resources Environment
4 Directors' Report
48
5 Consolidated Income Statements Group 59
6 Consolidated Balance Sheets Group 62
8 Consolidated Statements
10 of Cash Flows Group
64
12 Income Statements Parent Company 67
13 Balance Sheets Parent Company
68
16 Statements of Cash Flows
22 Parent Company
69
25 Accounting Principles
70
30 Notes to the Accounts
74
32 Auditors' Report
88
34 Five-year Overview
89
Boliden's Board of Directors
94
36 Boliden's Group Management
38 and Auditors
95
42 Glossary and Definitions
96
Boliden Locations
98
Information
Details of the Annual General Meeting
The Annual General Meeting of Boliden will be held on 26th April 2004 at 3 p.m. in the Expolaris Kongresscenter in Skellefteå, Sweden.
Attendance
Shareholders wishing to attend the Meeting should be registered in the Register of Shareholders maintained by VPC AB (Swedish |
1 | 20850971_1 | 20850971 |
4 Directors' Report
48
5 Consolidated Income Statements Group 59
6 Consolidated Balance Sheets Group 62
8 Consolidated Statements
10 of Cash Flows Group
64
12 Income Statements Parent Company 67
13 Balance Sheets Parent Company
68
16 Statements of Cash Flows
22 Parent Company
69
25 Accounting Principles
70
30 Notes to the Accounts
74
32 Auditors' Report
88
34 Five-year Overview
89
Boliden's Board of Directors
94
36 Boliden's Group Management
38 and Auditors
95
42 Glossary and Definitions
96
Boliden Locations
98
Information
Details of the Annual General Meeting
The Annual General Meeting of Boliden will be held on 26th April 2004 at 3 p.m. in the Expolaris Kongresscenter in Skellefteå, Sweden.
Attendance
Shareholders wishing to attend the Meeting should be registered in the Register of Shareholders maintained by VPC AB (Swedish Central Securities Depository & Clearing Organisation) no later than Friday, 16th April 2004 (see adjacent column with regard to re-registration of nominee-registered shares), and should also submit an application to attend to the company by post at Boliden AB, Koncernstab Juridik, Box 5001, SE-194 05 Upplands Väsby, Sweden, by phone on +46 8 32 94 29 (weekdays, 9 a.m.-11.30 a.m. and 1.30 p.m.- 4 p.m.), by fax on +46 8 30 95 36, or via Boliden's website at www.boliden.com
The application must reach the company no later than 4 p.m. on Tuesday, 20th April 2004.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, to be entitled to attend the meeting, temporarily re-register their shares in their own name with VPC no later than 16th April 2004. Such re-registration requests should be submitted to the nominee in good time before 16th April 2004.
Annual Report
This document is a translation of the Swedish original annual report |
1 | 20850971_2 | 20850971 | Central Securities Depository & Clearing Organisation) no later than Friday, 16th April 2004 (see adjacent column with regard to re-registration of nominee-registered shares), and should also submit an application to attend to the company by post at Boliden AB, Koncernstab Juridik, Box 5001, SE-194 05 Upplands Väsby, Sweden, by phone on +46 8 32 94 29 (weekdays, 9 a.m.-11.30 a.m. and 1.30 p.m.- 4 p.m.), by fax on +46 8 30 95 36, or via Boliden's website at www.boliden.com
The application must reach the company no later than 4 p.m. on Tuesday, 20th April 2004.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee must, to be entitled to attend the meeting, temporarily re-register their shares in their own name with VPC no later than 16th April 2004. Such re-registration requests should be submitted to the nominee in good time before 16th April 2004.
Annual Report
This document is a translation of the Swedish original annual report. In the event of any differences between this translation and the Swedish original, the latter shall prevail.
A complete notice convening the Annual General Meeting, together with financial and other information, is available from the company's website at www.boliden.com
Printed financial information can also be ordered via Boliden's website at www.boliden.com or by contacting the company by post at Boliden AB, Box 5001, SE-194 05 Upplands Väsby, Sweden, by phone +46 8 610 15 00, or by fax on +46 8 31 55 45. As of 15th April, our postal address is Box 44, SE-101 20 Stockholm, Sweden.
Questions relating to the content of Boliden's financial information can be addressed to Boliden's Investor Relations on tel. +46 8 610 15 00 or by e-mail at investorrelations@boliden.se
Financial information in 2004
26th April Interim Report, January-March 2004 5th August Interim Report, January-June 2004 26th October Interim Report, January-September 2004
The Year in Summary
Structural deal with Outokumpu
In December 2003 |
1 | 20850971_3 | 20850971 | . In the event of any differences between this translation and the Swedish original, the latter shall prevail.
A complete notice convening the Annual General Meeting, together with financial and other information, is available from the company's website at www.boliden.com
Printed financial information can also be ordered via Boliden's website at www.boliden.com or by contacting the company by post at Boliden AB, Box 5001, SE-194 05 Upplands Väsby, Sweden, by phone +46 8 610 15 00, or by fax on +46 8 31 55 45. As of 15th April, our postal address is Box 44, SE-101 20 Stockholm, Sweden.
Questions relating to the content of Boliden's financial information can be addressed to Boliden's Investor Relations on tel. +46 8 610 15 00 or by e-mail at investorrelations@boliden.se
Financial information in 2004
26th April Interim Report, January-March 2004 5th August Interim Report, January-June 2004 26th October Interim Report, January-September 2004
The Year in Summary
Structural deal with Outokumpu
In December 2003, Boliden and Outokumpu completed a deal whereby Boliden acquired Outokumpu's zinc and copper mining and smelting operations and simultaneously sold its Fabrication and Technology Sales operations to Outokumpu. The new Boliden will thereby become one of the world's leading mining and smelting companies. The transaction boosts Boliden's competitiveness and creates the preconditions for a long-term improvement in profitability.
Strong result for remaining operations
The result for Boliden's remaining operations, mines and smelting, more than doubled to SEK 327 (144) million the strongest result for these units since 1997.
Increasing metal prices
The prices for Boliden's main metals, i.e. copper, zinc, lead, gold and silver, increased throughout most of 2003, and this trend accelerated during the fourth quarter. This increase was, however, from historically low levels.
Production increases
Mining production of all of Boliden's metals increased in 2003, with the primary increases occurring in the main metals, copper (19 percent) and zinc (18 percent).
Exploration successes
Work on charting the promising Lappberget area in Garpenberg continued during the |
1 | 20850971_b0 | 20850971 | AB Rönnskär Smelter SE - 932 81 Skelleftehamn Sweden Tel +46 910 77 30 00 Fax +46 910 77 32 15
Boliden Bergsöe AB Gasverksgatan SE - 261 22 Landskrona Sweden Tel +46 418 572 00 Fax +46 418 572 05
Harjavalta Copper Oy FIN - 29200 Harjavalta Finland Tel +358 2 535 8111 Fax +358 2 535 8239
Harjavalta Copper Oy Copper Refinery P.O. Box 60 FIN-28101 Pori Finland Tel +358 2 626 6111 Fax +358 2 626 5312
Zinc Kokkola Zinc Oy Outokummuntie 8 FIN - 67900 Kokkola Finland Tel +358 6 828 6111 Fax +358 6 828 6005
Norzink AS NO - 5751 Odda Norway Tel +47 5364 9100 Fax +47 5364 3377
Marketing and Sales Boliden Zinc Commerical B.V. Blaak 22 NL- 3011 TA Rotterdam Netherlands Tel +31 10 201 29 99 Fax +31 10 201 29 98
Aitik (Sweden)
Copper mine
Boliden Area (Sweden)
Zinc mines
Garpenberg (Sweden)
Zinc mines
Tara (Ireland)
Zinc mine
Rönnskär (Sweden)
Copper smelter
Kokkola Zinc (Finland)
Zinc smelter
Harjavalta/Pori (Finland)
Copper smelter
Norzink (Norway)
Zinc smelter
Bergsöe (Sweden)
Lead smelter
Myra Falls (Canada)
Zinc mine
Head Office (Sweden)
Stockholm
Smelter Mine
98
99
Alfa Print
Boliden AB, P.O. Box 44, SE -101 20 Stockholm, Sweden. Visiting address Klarabergsviadukten 90. Tel + 46 8 610 15 00, Fax + 46 8 31 55 45, www.boliden.com
Boliden Annual Report 2003
|
1 | 20850971_b1 | 20850971 | b = lead Zn = zinc
97
Boliden Locations
Head Office Boliden AB P.O. Box 44 SE -101 20 Stockholm Sweden Visiting Adress: Klarabergsviadukten 90 Stockholm Tel + 46 8 610 15 00 Fax + 46 8 31 55 45
Mines Boliden Mineral AB Box 85 SE - 982 21 Gällivare Sweden Tel + 46 970 735 00 Fax + 46 970 735 01
Boliden Mineral AB SE - 936 81 Boliden Sweden Tel + 46 910 77 40 00 Fax + 46 910 77 42 34
Boliden Mineral AB SE -776 98 Garpenberg Sweden Tel + 46 225 360 00 Fax + 46 225 360 01
Tara Mines Limited Knockumber House, Knockumber Navan Co. Meath Ireland Tel + 353 46 907 9800 Fax + 353 46 907 9899
Boliden Westmin (Canada) Limited Myra Falls Operation c/o Spit Road Box 8000 Campbell River B.C. V9W 5E2 Canada Tel +1 250 287 92 71 Fax +1 250 287 71 23
Copper Boliden Mineral AB Rönnskär Smelter SE - 932 81 Skelleftehamn Sweden Tel +46 910 77 30 00 Fax +46 910 77 32 15
Boliden Bergsöe AB Gasverksgatan SE - 261 22 Landskrona Sweden Tel +46 418 572 00 Fax +46 418 572 05
Harjavalta Copper Oy FIN - 29200 Harjavalta Finland Tel +358 2 535 8111 Fax +358 2 535 8239
Harjavalta Copper Oy Copper Refinery P.O. Box 60 FIN-28101 Pori Finland Tel +358 2 626 6111 Fax +358 2 626 5312
Zinc Kokkola Zinc Oy Outokummuntie 8 FIN - 67900 Kokkola Finland Tel +358 6 828 6111 Fax +358 6 828 6005
Norzink AS NO - 5751 Odda Norway Tel +47 5364 9100 Fax +47 5364 3377
Marketing and Sales Boliden Zinc Commerical B.V. Blaak 22 NL- 3011 TA Rotterdam Netherlands Tel + |
1 | 20907650_0 | 20907650 | SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 1-14090
Eni SpA
(Exact Name of Registrant as Specified in Its Charter)
Republic of Italy
(Jurisdiction of Incorporation of Organization)
Piazzale Enrico Mattei 1, 00144 Rome, Italy
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Shares, nominal value euro 1 each, listed on the New York Stock Exchange not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the New York Stock Exchange.
American Depositary Shares, each representing the right to receive five Shares, listed on the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares of euro 1 each
4,002,922,176
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes X No _____
Indicate by check mark which financial statement |
1 | 20907650_1 | 20907650 | euro 1 each, listed on the New York Stock Exchange not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the New York Stock Exchange.
American Depositary Shares, each representing the right to receive five Shares, listed on the New York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary shares of euro 1 each
4,002,922,176
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes X No _____
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 _____ Item 18 X
TABLE OF CONTENTS
Certain Defined Terms Presentation of Financial and Other Information Statements Regarding Competitive Position Glossary Conversion Table
PART I Item 1. Item 2. Item 3. Item 4.
Item 5.
Item 6.
Item 7. Item 8. Item 9. Item 10.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS (*)
OFFER STATISTICS AND EXPECTED TIMETABLE (*)
KEY INFORMATION Selected Financial Information Selected Operating Information Exchange Rates Risk Factors
INFORMATION ON THE COMPANY History and Development of the Company Business Overview Exploration & Production Gas & Power Refining & Marketing Petrochemicals Oilfield Services Construction and Engineering Other Activities Research and Development Insurance Environmental Matters Regulation of Eni's Businesses Property, Plant and Equipment Organizational Structure
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Executive Summary Critical Accounting Estimates Principles of Consolidation Results of Operations Liquidity and Capital Resources Financial Condition Recent Developments Management Expectations of Operations Summary of Significant Differences Between Italian GAAP and U.S. GAAP
DIRECTORS, SENIOR MANAGEMENT AND EMPL |
1 | 20907650_2 | 20907650 | item the registrant has elected to follow:
Item 17 _____ Item 18 X
TABLE OF CONTENTS
Certain Defined Terms Presentation of Financial and Other Information Statements Regarding Competitive Position Glossary Conversion Table
PART I Item 1. Item 2. Item 3. Item 4.
Item 5.
Item 6.
Item 7. Item 8. Item 9. Item 10.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS (*)
OFFER STATISTICS AND EXPECTED TIMETABLE (*)
KEY INFORMATION Selected Financial Information Selected Operating Information Exchange Rates Risk Factors
INFORMATION ON THE COMPANY History and Development of the Company Business Overview Exploration & Production Gas & Power Refining & Marketing Petrochemicals Oilfield Services Construction and Engineering Other Activities Research and Development Insurance Environmental Matters Regulation of Eni's Businesses Property, Plant and Equipment Organizational Structure
OPERATING AND FINANCIAL REVIEW AND PROSPECTS Executive Summary Critical Accounting Estimates Principles of Consolidation Results of Operations Liquidity and Capital Resources Financial Condition Recent Developments Management Expectations of Operations Summary of Significant Differences Between Italian GAAP and U.S. GAAP
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Directors and Senior Management Compensation Board Practices Employees Share Ownership
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Major Shareholders Related Party Transactions
FINANCIAL INFORMATION Consolidated Statements and Other Financial Information Significant Changes
THE OFFER AND THE LISTING Offer and Listing Details Markets
ADDITIONAL INFORMATION Memorandum and Articles of Association
Page
i i ii iii vi
1 1 1 1 3 4 4 10 10 14 14 28 38 46 48 54 54 57 58 61 72 73 74 74 76 78 79 90 93 96 98 102 103 103 107 108 114 115 115 115 116 116 116 116 116 116 117 119 119
Item 11. Item 12.
Material Contracts
126
Exchange Controls
126
Taxation
126
Documents on Display
130
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK 131
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
132
PART II Item 13. Item 14.
Item 15. Item 16. 16 A 16 B 16 C 16 D 16 E
DEFAULTS, DIVIDEND ARREARAGES AND |
1 | 20907650_3 | 20907650 | OYEES Directors and Senior Management Compensation Board Practices Employees Share Ownership
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS Major Shareholders Related Party Transactions
FINANCIAL INFORMATION Consolidated Statements and Other Financial Information Significant Changes
THE OFFER AND THE LISTING Offer and Listing Details Markets
ADDITIONAL INFORMATION Memorandum and Articles of Association
Page
i i ii iii vi
1 1 1 1 3 4 4 10 10 14 14 28 38 46 48 54 54 57 58 61 72 73 74 74 76 78 79 90 93 96 98 102 103 103 107 108 114 115 115 115 116 116 116 116 116 116 117 119 119
Item 11. Item 12.
Material Contracts
126
Exchange Controls
126
Taxation
126
Documents on Display
130
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK 131
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
132
PART II Item 13. Item 14.
Item 15. Item 16. 16 A 16 B 16 C 16 D 16 E
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
133
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND
USE OF PROCEEDS
133
CONTROLS AND PROCEDURES
133
Audit Committee Financial Expert
133
Code of Ethics
133
Principal Accountant Fees and Services
133
Exemptions from the Listing Standards for Audit Committees
134
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
134
PART III
Item 17. FINANCIAL STATEMENTS ( * )
135
Item 18. FINANCIAL STATEMENTS ( ** )
135
Item 19. EXHIBITS
135
___________________ (*) Omitted pursuant to General Instructions for Form 20-F. (**) The Registrant has responded to Item 18 in lieu of responding to Item 17.
Certain disclosures contained herein including, without limitation, information appearing in "Item 4. Information on the Company", and in particular "Item 4--Exploration & Production", "Item 5-- Operating and |
1 | 20907650_b0 | 20907650 | have a significant role in the company's internal control over financial reporting.
41
Date: June 25, 2004
/s/ROBERTO JAQUINTO
ROBERTO JAQUINTO Title: The GROUP SENIOR VICE PRESIDENT For ADMINISTRATION
42
EXHIBIT 13.1 Certification Pursuant to 18 U.S.C. Section 1350 For purposes of 18 U.S.C. Section 1350, the undersigned officer of Eni SpA, a company incorporated under the laws of Italy (the "Company"), hereby certifies, to such officer's knowledge, that: (i) the Annual Report on Form 20-F of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of section 13(a) or 15(d) as applicable, of the Securities Exchange Act of 1934; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: June 25, 2004
/s/ VITTORIO MINCATO Vittorio Mincato Title: Managing Director and Chief Executive Officer The foregoing certification is not deemed filed for purpose of Section 18 of the Exchange Act and not incorporated by reference with any filing under the Securities Act.
43
EXHIBIT 13.2 Certification Pursuant to 18 U.S.C. Section 1350 For purposes of 18 U.S.C. Section 1350, the undersigned officer of Eni SpA, a company incorporated under the laws of Italy (the "Company"), hereby certifies, to such officer's knowledge, that: the Annual Report on Form 20-F of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of section 13(a) or 15(d) as applicable, of the Securities Exchange Act of 1934; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: June 25, 2004
/s/ROBERTO JAQUINTO ROBERTO JAQUINTO Title: The GROUP SENIOR VICE PRESIDENT For ADMINISTRATION The foregoing certification is not deemed filed for purpose of Section 18 of the Exchange Act and not incorporated by reference with any filing under the Securities Act.
44
|
1 | 20907650_b1 | 20907650 | the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
5. The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.
41
Date: June 25, 2004
/s/ROBERTO JAQUINTO
ROBERTO JAQUINTO Title: The GROUP SENIOR VICE PRESIDENT For ADMINISTRATION
42
EXHIBIT 13.1 Certification Pursuant to 18 U.S.C. Section 1350 For purposes of 18 U.S.C. Section 1350, the undersigned officer of Eni SpA, a company incorporated under the laws of Italy (the "Company"), hereby certifies, to such officer's knowledge, that: (i) the Annual Report on Form 20-F of the Company for the year ended December 31, 2003 (the "Report") fully complies with the requirements of section 13(a) or 15(d) as applicable, of the Securities Exchange Act of 1934; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: June 25, 2004
/s/ VITTORIO MINCATO Vittorio Mincato Title: Managing Director and Chief Executive Officer The foregoing |
1 | 20943671_0 | 20943671 | Annual Report 2004
Computers, mobile phones, cars, buildings, bridges. Metals form an important part of many of the things that we regard as necessary to make modern life work. Boliden's task is to meet society's demand for high quality base and precious metals. We do this through innovative and costeffective exploration, mining, smelting and recycling. Every aspect of our operations is guided by society's demands for safety, environmental protection and ethical business practice.
2004 one of the best years in Boliden's history
Results · Net sales increased to SEK 17,928 million (SEK 9,545 m) · Operating profit rose to SEK 1,666 million (SEK -19 m) · The profit after financial items improved to SEK 1,200
million (SEK -251 m) · Net profit increased to SEK 1,055 million (SEK 13 m) · Earnings per share rose to SEK 4.31 (SEK 0.12) · Cash flow from operating activities totalled
SEK 1,552 million (SEK 956 m) · The net debt/equity ratio was halved to 74 percent
(147%)
Operations · The refinancing of the company's bank loans totalling
EUR 840 million was completed in October · Two new rights issues, both of which were over-
subscribed, were completed during the year · The goal of operational synergy savings of at least
SEK 270 million on a yearly basis will be achieved in full as of 2006 · A good platform for internal and external growth was created · Increased production of the majority of Boliden's main metals · Increasing global market prices for all metals that Boliden produces
Outlook for 2005 · Continued healthy results after financial items and
a substantial improvement of the free cash flow are expected in 2005, due to, amongst other things, improved efficiency and an expected continuation of the strong market in 2005 · Boliden aims to pay a share dividend as of the 2005 fiscal year
Contents
The Year in Summary
3
The President's Statement
4
The Boliden Share
8
Strategies
10
The Metals Market
14
Business Area Marketing & Sales
18
Business Area Mining Operations
22
Synergies
28
Business Area Smelting Operations
30
|
1 | 20943671_1 | 20943671 | The refinancing of the company's bank loans totalling
EUR 840 million was completed in October · Two new rights issues, both of which were over-
subscribed, were completed during the year · The goal of operational synergy savings of at least
SEK 270 million on a yearly basis will be achieved in full as of 2006 · A good platform for internal and external growth was created · Increased production of the majority of Boliden's main metals · Increasing global market prices for all metals that Boliden produces
Outlook for 2005 · Continued healthy results after financial items and
a substantial improvement of the free cash flow are expected in 2005, due to, amongst other things, improved efficiency and an expected continuation of the strong market in 2005 · Boliden aims to pay a share dividend as of the 2005 fiscal year
Contents
The Year in Summary
3
The President's Statement
4
The Boliden Share
8
Strategies
10
The Metals Market
14
Business Area Marketing & Sales
18
Business Area Mining Operations
22
Synergies
28
Business Area Smelting Operations
30
Production Area Zinc
31
Production Area Copper
34
Human Resources
38
Meet the Staff
40
Environment, Health and Safety
42
Directors' Report
48
Consolidated Income Statements
56
Consolidated Balance Sheets
58
Changes in Shareholders' Equity Group 60
Consolidated Statements of Cash Flows 61
Parent Company:
Income Statements and Balance Sheets 62
Changes in Shareholders' Equity
63
Statements of Cash Flows
63
Accounting Principles
64
Notes
70
Audit Report
87
Ore Reserves and Mineral Resources
88
Five-year Overview
90
Boliden's Board of Directors
94
Boliden's Group Management
and Auditors
95
Glossary and Definitions
96
Boliden Locations
98
The President's Statement
Stronger and more attractive after a record year
Few years in Boliden's history have been more eventful than 2004. Our first year |
1 | 20943671_2 | 20943671 | Production Area Zinc
31
Production Area Copper
34
Human Resources
38
Meet the Staff
40
Environment, Health and Safety
42
Directors' Report
48
Consolidated Income Statements
56
Consolidated Balance Sheets
58
Changes in Shareholders' Equity Group 60
Consolidated Statements of Cash Flows 61
Parent Company:
Income Statements and Balance Sheets 62
Changes in Shareholders' Equity
63
Statements of Cash Flows
63
Accounting Principles
64
Notes
70
Audit Report
87
Ore Reserves and Mineral Resources
88
Five-year Overview
90
Boliden's Board of Directors
94
Boliden's Group Management
and Auditors
95
Glossary and Definitions
96
Boliden Locations
98
The President's Statement
Stronger and more attractive after a record year
Few years in Boliden's history have been more eventful than 2004. Our first year as new Boliden has included two new rights issues, a refinancing and a streamlining of operations, and the simultaneous launch of a comprehensive and successful process of integration. These measures, coupled with rising metal prices, have helped to transform new Boliden into a stronger company with a better balance sheet and increased potential to take advantage of internal and external opportunities for growth.
A stronger company with every possibility of becoming one of the world's leading producers of zinc and copper. That is the picture for new Boliden after a record year for both results and major changes. We are already Europe's leading company in our sector, and the measures that we have implemented during the past year have enabled us to lay a solid base for continued growth.
Even when we completed the structural deal with Outokumpu, whereby we combined our mining and smelting holdings, we knew that the new company would have world class skills and assets. New Boliden's first year has not only shown that we were correct in this belief but, in addition, that the coordination benefits that we initially envisaged may well turn out to be even greater than anticipated.
We are also pleased to announce that the integration between the various units has gone smoothly and with a total absence |
1 | 20943671_3 | 20943671 | as new Boliden has included two new rights issues, a refinancing and a streamlining of operations, and the simultaneous launch of a comprehensive and successful process of integration. These measures, coupled with rising metal prices, have helped to transform new Boliden into a stronger company with a better balance sheet and increased potential to take advantage of internal and external opportunities for growth.
A stronger company with every possibility of becoming one of the world's leading producers of zinc and copper. That is the picture for new Boliden after a record year for both results and major changes. We are already Europe's leading company in our sector, and the measures that we have implemented during the past year have enabled us to lay a solid base for continued growth.
Even when we completed the structural deal with Outokumpu, whereby we combined our mining and smelting holdings, we knew that the new company would have world class skills and assets. New Boliden's first year has not only shown that we were correct in this belief but, in addition, that the coordination benefits that we initially envisaged may well turn out to be even greater than anticipated.
We are also pleased to announce that the integration between the various units has gone smoothly and with a total absence of personal prestige to hamper the work due largely, of course, to the positive response to the changes among our staff. The copper smelters in Harjavalta and Rönnskär, which are already for all practical purposes functioning as a single unit, is a prime example of this attitude.
Financial successes We have, in principle, achieved all of the goals that we set out for the new company's first year of operations. We have completed two successful new rights issues; which were among the biggest in Sweden that year. Both were oversubscribed.
The rights issues not only strengthened our balance sheet, they also allowed us to achieve our goal of broadening the ownership base with a number of major new international investors. Futhermore, they enabled us to increase the liquidity of our share turnover in the Boliden share has quadrupled. At the same time, our biggest owner, Outokumpu, has reduced its holding from around 49 percent to approximately 16 percent.
The refinancing of Boliden's loans was another important event last year. The tough loan conditions that Boliden was forced to accept in conjunction with the financial crisis that the company suffered in 2000 and 2001 have burdened operations |
1 | 20943671_b0 | 20943671 | com
The company shall have received all such notifications no later than Thursday, 21st April 2005 at 4 p.m.
Nominee shareholders In order to be entitled to participate in the Annual General Meeting, nominee shareholders must, no later than 15th April 2005, have their shares temporarily re-registered in their own names with VPC AB. All such requests for registration should be submitted to the relevant trustee well ahead of 15th April 2005.
Financial calendar for 2005 27th April Interim Report, January-March
A complete invitation to attend the Annual General Meeting and receive financial and other information may be accessed via the company's website at www.boliden.com Printed financial information may also be ordered via the Boliden website at www.boliden.com or from: Boliden AB Box 44 SE-101 20 Stockholm Sweden
Questions Any questions concerning Boliden's financial information can be submitted to Investor Relations at Boliden by calling +46 (0)8 610 15 00 or mailing investorrelations@boliden.com
25th July Interim Report, January-June
25th October Interim Report, January-September
Alfa Print
Boliden AB, P.O. Box 44, SE-101 20 Stockholm, Sweden Visiting address Klarabergsviadukten 90
Tel +46 8 610 15 00, Fax +46 8 31 55 45 www.boliden.com
National Instrument 71-102 ("NI 71-102") Continuous Disclosure and Other Exemptions Relating to Foreign Issuers
Section 5.2 Mandatory Annual Disclosure by Designated Foreign Issuer
TO:
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission (Securities Division)
The Manitoba Securities Commission
Autorité des marchés financiers
New Brunswick Securities Commission
Director of Corporations Registrar of Securities, Prince Edward Island
Nova Scotia Securities Commission
Securities Commission of Newfoundland and Labrador
Boliden AB is: (a) a designated foreign issuer as defined in NI 71-102; (b) incorporated under the Swedish Companies Act; and (c) subject to the foreign regulatory requirements of the Stockholm Stock
Exchange. DATED this 12th day of April, 2005.
MBDOCS_1483744.1
|
1 | 20943671_b1 | 20943671 | Fax +358 6 828 6005
Boliden Odda AS Eitrheim NO-5750 Odda Norway Tel +47 53 64 91 00 Fax +47 53 64 33 77
98
Information
Information about the Annual General Meeting of Shareholders
Boliden's ordinary Annual General Meeting will be held on 27th April 2005 at 3 p.m. at the Expolaris Congress Centre in Skellefteå.
Participation Shareholders wishing to participate in the Annual General Meeting shall both be registered in the shareholders' register kept by VPC AB on Friday 15th April 2005 (for details of the reregistration process for nominee shareholders, please refer to the next column) and have notified the company of their intention to participate, by either writing to Boliden AB, Legal Affairs, Box 44, SE-101 20 Stockholm, Sweden, or calling +46 (0)8 32 94 29 on weekdays from 9 a.m. to 11.30 a.m. and from 1.30 p.m. to 4 p.m., or faxing +46 (0)8 30 95 36, or visiting the Boliden website at www.boliden.com
The company shall have received all such notifications no later than Thursday, 21st April 2005 at 4 p.m.
Nominee shareholders In order to be entitled to participate in the Annual General Meeting, nominee shareholders must, no later than 15th April 2005, have their shares temporarily re-registered in their own names with VPC AB. All such requests for registration should be submitted to the relevant trustee well ahead of 15th April 2005.
Financial calendar for 2005 27th April Interim Report, January-March
A complete invitation to attend the Annual General Meeting and receive financial and other information may be accessed via the company's website at www.boliden.com Printed financial information may also be ordered via the Boliden website at www.boliden.com or from: Boliden AB Box 44 SE-101 20 Stockholm Sweden
Questions Any questions concerning Boliden's financial information can be submitted to Investor Relations at Boliden by calling +46 (0)8 610 15 00 or mailing investorrelations@boliden.com
25th July Interim Report, January-June
25th October Interim Report, January-September
Alfa Print
Boliden AB |
1 | 20953857_0 | 20953857 | GUYANOR RESSOURCES S.A.
GUYANOR RESSOURCES SA
ANNUAL REPORT TO SHAREHOLDERS
2004
MANAGEMENT OF THE COMPANY List of the directors and officers as of April 25, 2005
Golden Star Resources Ltd. 1,2,3 Jean-Pierre Prévôt President, Guyanor Ressources S.A. - Co-Director of Rhums Prévôt (rum distilling), - Former President, Chamber of Commerce and Industry of French Guiana Cayenne, French Guiana James H. Dunnett Directeur-Général, Guyanor Ressources S.A. George Town, Grand Cayman, Cayman Islands Peter J. Bradford 2 President and CEO Golden Star Resources Ltd. Bogoso, Ghana Donald R. Getty 2, 3 President and Chief Executive Officer, Sunnybank Investments Ltd. Edmonton, Alberta, Canada Ian L. Boxall Businessman George Town, Grand Cayman, Cayman Islands (1) Under French corporate law, it is permissible for a company to be a director of another
company including of its subsidiary. Allan J. Marter, Senior Vice President and Chief Financial Officer of Golden Star, has been designated by Golden Star Resources Ltd. as its permanent representative in connection with proceedings of the directors of the Company. (2) Member of the Compensation Committee. (3) Member of the Audit and Corporate Governance Committee.
1
Stock Exchange Listing Nouveau Marché of the Bourse de Paris Symbol: GOR
Toronto Stock Exchange Symbol: GRL.T
Registrar and Transfer Agent Questions regarding the change of stock ownership, consolidation of accounts, lost certificates, change of address and other such matters should be directed to:
BNP Paribas Securities Services Attention: Relations Clientèle Emetteurs 3, rue d'Antin 75002 Paris France Telephone: 33 1 40 14 74 68
CIBC Mellon Trust Company Attention: Shareholder Services P. O. Box 1900 Vancouver, British Columbia Canada V6C 3K9 Toll Free: 1-800-387-0825
Auditors PricewaterhouseCoopers Audit 1, place Occitane - BP 836 31080 - Toulouse cedex 06 France
PricewaterhouseCoopers LLP, Calgary, Alberta, Canada
Co-Auditors S&W Asociates |
1 | 20953857_1 | 20953857 | Golden Star, has been designated by Golden Star Resources Ltd. as its permanent representative in connection with proceedings of the directors of the Company. (2) Member of the Compensation Committee. (3) Member of the Audit and Corporate Governance Committee.
1
Stock Exchange Listing Nouveau Marché of the Bourse de Paris Symbol: GOR
Toronto Stock Exchange Symbol: GRL.T
Registrar and Transfer Agent Questions regarding the change of stock ownership, consolidation of accounts, lost certificates, change of address and other such matters should be directed to:
BNP Paribas Securities Services Attention: Relations Clientèle Emetteurs 3, rue d'Antin 75002 Paris France Telephone: 33 1 40 14 74 68
CIBC Mellon Trust Company Attention: Shareholder Services P. O. Box 1900 Vancouver, British Columbia Canada V6C 3K9 Toll Free: 1-800-387-0825
Auditors PricewaterhouseCoopers Audit 1, place Occitane - BP 836 31080 - Toulouse cedex 06 France
PricewaterhouseCoopers LLP, Calgary, Alberta, Canada
Co-Auditors S&W Asociates 104 Avenue des Champs Elysees 75008 Paris, France
Registered Office Guyanor Ressources SA 9 Lotissement les Nénuphars 97354 Rémire-Montjoly, Guyane Française
Corporate Headquarters Guyanor Ressources SA c/o 10901 W. Toller Drive Suite 300 Littleton, CO 80127-6312
Société anonyme with a share capital of 450,028.84 SIRET 390 919 082
Number of employees: 1
Information requests should be addressed to:
James H. Dunnett, Directeur-Général Tel: +1 604 710 2242 Fax: +1 604 608 3283
Allan J. Marter Tel: +1 303 894 4631
2
DEAR FELLOW SHAREHOLDERS
2004 was indeed a year of major activity for Guyanor Ressources S.A ("Guyanor", the "Company" or "we") and marks a significant turning point in the Company's financial affairs. During the year Guyanor undertook and successfully executed a major restructuring involving a substantial forgiveness of debt by our |
1 | 20953857_2 | 20953857 | 104 Avenue des Champs Elysees 75008 Paris, France
Registered Office Guyanor Ressources SA 9 Lotissement les Nénuphars 97354 Rémire-Montjoly, Guyane Française
Corporate Headquarters Guyanor Ressources SA c/o 10901 W. Toller Drive Suite 300 Littleton, CO 80127-6312
Société anonyme with a share capital of 450,028.84 SIRET 390 919 082
Number of employees: 1
Information requests should be addressed to:
James H. Dunnett, Directeur-Général Tel: +1 604 710 2242 Fax: +1 604 608 3283
Allan J. Marter Tel: +1 303 894 4631
2
DEAR FELLOW SHAREHOLDERS
2004 was indeed a year of major activity for Guyanor Ressources S.A ("Guyanor", the "Company" or "we") and marks a significant turning point in the Company's financial affairs. During the year Guyanor undertook and successfully executed a major restructuring involving a substantial forgiveness of debt by our majority shareholder, Golden Star Resources Ltd. ("Golden Star"), the appointment of new management and the acquisition of the Gross Rosebel Participation Right, (the "Rosebel Royalty").
The financial restructuring was necessary to allow the Company to consider new opportunities; the acquisition of the Rosebel Royalty was equally important. The closing of the acquisition of the Rosebel Royalty was achieved without issuance of new equity: a result that reflects the strengths of the new management.
The Company now has an assured long-term source of cash-flow to support its operations.
The Guyanor Restructuring
Early in 2004, we commenced discussions with Golden Star and negotiated the Guyanor Restructuring Agreement ("GRA") which was approved by the shareholders on June 30, 2004 and implemented on September 21, 2004. The GRA provided for the forgiveness of the approx $17.4 million of debt then owed by Guyanor to Golden Star.
Through an Option Agreement with Golden Star, Guyanor retains its interest in the Paul Isnard property directly in the exploration permits, as well as through ownership held through its subsidiary. We are pleased that Golden Star, under the Option agreement, has started work on further evaluating Paul Isnard.
Separately |
1 | 20953857_3 | 20953857 | majority shareholder, Golden Star Resources Ltd. ("Golden Star"), the appointment of new management and the acquisition of the Gross Rosebel Participation Right, (the "Rosebel Royalty").
The financial restructuring was necessary to allow the Company to consider new opportunities; the acquisition of the Rosebel Royalty was equally important. The closing of the acquisition of the Rosebel Royalty was achieved without issuance of new equity: a result that reflects the strengths of the new management.
The Company now has an assured long-term source of cash-flow to support its operations.
The Guyanor Restructuring
Early in 2004, we commenced discussions with Golden Star and negotiated the Guyanor Restructuring Agreement ("GRA") which was approved by the shareholders on June 30, 2004 and implemented on September 21, 2004. The GRA provided for the forgiveness of the approx $17.4 million of debt then owed by Guyanor to Golden Star.
Through an Option Agreement with Golden Star, Guyanor retains its interest in the Paul Isnard property directly in the exploration permits, as well as through ownership held through its subsidiary. We are pleased that Golden Star, under the Option agreement, has started work on further evaluating Paul Isnard.
Separately, the acquisition of the Bon Espoir property was assigned to Golden Star at no cost to Guyanor. Also, in conjunction with Golden Star, which held an equal 50% shareholding, we sold our interest in Yaou and Dorlin, retaining an on-going royalty interest. With this latter sale completed in December 2004, Guyanor has been able to substantially reduce its overhead costs.
The Rosebel Royalty
In considering how best to provide a stable base for the Company, we determined that acquisition of the Rosebel Royalty from Golden Star would provide a source of long term cash-flow, which directly benefits from the rising gold price. The losses the Company has incurred in the past are expected to shelter this income from tax payments for many years and maximize the cash available. The Rosebel Royalty relates to payments to be made by Cambior Inc. ("Cambior"), the owner and operator of the Rosebel gold mine in Suriname.
The Rosebel gold mine commenced production in February 2004 and has had a very successful start-up with production exceeding Cambior's forecast and with operating and capital costs below forecast. Cambior has announced that there has already been a significant increase in identified resource, all within this first year of production |
1 | 20953857_b0 | 20953857 | ed average number of common shares Dilutive securities:
Options Weighted average number of dilutive common shares
45.0
45.0
0.4
0.1
45.4
45.1
Basic loss per share Diluted loss per share
$(0.050) $(0.050)
$(0.056) $(0.056)
23
12. Subsequent Events
In January 2005, we drew down $6.0 million under a credit facility from a commercial bank and paid the funds to Golden Star as the first installment on the purchase price for the Rosebel Royalty, reducing the total amount owed to Golden Star for the participation right to $7.2 million. This bank loan is repayable in nine equal principal payments of $666,667 beginning July 29, 2005 and every three months thereafter. The interest rate is set at LIBOR plus 2.5%. Interest is fixed at 5.4% until July 2005 and is payable at the end that period.
In conjunction with the bank loan agreement, we entered into a cash-settled forward sales agreement in January 2005 with a financial institution which obligates us to sell 5,700 ounces of gold to the financial institution at the end of each three month period, beginning April 20, 2005 and every three months thereafter until July 20, 2007. When the average gold price for the prior three month period is less than $421 per ounce, the financial institution will pay an amount to us calculated as the product of (i) the difference between the average gold price per ounce and $421, and (ii) 5,700 ounces. If the prior three month average price exceeds $421 per ounce we will pay the financial institution an amount calculated as the product of (i) the difference between the average gold price per ounce and $421, and (ii) 5,700 ounces. The hedge is structured to offset the floating price nature of the Rosebel participation right by tying the participation right payments to a gold price of $421 per ounce.
13. Income Tax
Rate reconciliation:
Net loss Statutory tax rate Tax benefit at statutory rate Valuation allowance on future tax assets Income tax expense
2004 $ 2,238 33% 738 (738) $ -0-
2003 $ 2,519
33% 831 (831) $ -0-
24
|
1 | 20953857_b1 | 20953857 | edAverage Remaining Contractual Life (yrs)
6.8
0.4
1.9
4.2
WeightedAverage Exercise
Price
C$0.35 C$2.41 C$9.20 C$1.39
Options Exercisable
Exercisable at Dec. 31,
2004
(000)
WeightedAverage Exercise
Price
604 391 32 1,027
C$0.35 C$2.41 C$9.20 C$1.39
10. Commitments and Contingencies
Environmental Regulations
We are not aware of any events of non-compliance in the Company's operations with environmental laws and regulations. The exact nature of environmental control problems, if any, which we may encounter in the future, cannot be predicted, primarily because of the changing character of environmental requirements that may be enacted within foreign jurisdictions.
11. Losses per Common Share
The following table reconciles basic and diluted losses per common share:
Net loss for the year (thousands)
2004 $(2,238)
2003 $(2,519)
(millions of common shares) Weighted average number of common shares Dilutive securities:
Options Weighted average number of dilutive common shares
45.0
45.0
0.4
0.1
45.4
45.1
Basic loss per share Diluted loss per share
$(0.050) $(0.050)
$(0.056) $(0.056)
23
12. Subsequent Events
In January 2005, we drew down $6.0 million under a credit facility from a commercial bank and paid the funds to Golden Star as the first installment on the purchase price for the Rosebel Royalty, reducing the total amount owed to Golden Star for the participation right to $7.2 million. This bank loan is repayable in nine equal principal payments of $666,667 beginning July 29, 2005 and every three months thereafter. The interest rate is set at LIBOR plus 2.5%. Interest is fixed at 5.4% until July 2005 and is payable at the end that period.
In conjunction with the bank loan agreement, we entered into a cash-settled forward sales agreement in January 2005 with a financial institution which obligates us |
1 | 21397156_0 | 21397156 | Boliden Annual Report, 2006 A world-class metals partner
Contents
The President's Statement Metals Markets Group Operations and Business Model Goals and Goal Fulfilment Strategies Sustainable Development Business Area Mines Business Area Smelters Business Area Market
The Boliden Share
Directors' Report Consolidated Income Statements Consolidated Balance Sheets Changes in Shareholders' Equity the Group Consolidated Statements of Cash Flow Income Statements Parent Company Balance Sheets Parent Company Changes in Shareholders' Equity Parent Company Statements of Cash Flow Parent Company Accounting Principles Notes Audit Report
Ore Reserves and Mineral Resources Five-year Overview
Corporate Governance Boliden's Board of Directors Boliden's Group Management and Auditors
Glossary Definitions Boliden Locations
2 5 12 16 18 21 24 32 40
46
49 54 56 58 59 60 60 61 61 62 66 82
83 86
90 94 96
98 99 100
Europe's leading supplier of zinc and copper
"Boliden's success over the past few years is obviously largely due to the strong price performance by base metals. But the internal driving forces behind our success should also be noted the way we organise, develop and enhance the efficiency of our operations has also played an important part in boosting profitability."
Jan Johansson, President and CEO
This is Boliden
"With law shall the land be built, but
you do need zinc and copper too".
Jan Johansson The President's Statement, page 2
THE GROUP
OPERATING PROFIT
SEK m
10,000 8,000 6,000 4,000 2,000
02
03
04
05
06
RE TURN ON CA PITAL EMPLOY ED
PER CENT
60 48 36 24 12
02
03
04
05
06
EARNINGS PER SHARE
sek
25 20 15 10
5
02
03
04
05
06
The Board decided to invest SEK 5.2 billion in doubling Aitik's ore production.
Find out more on page 31.
THE YEAR IN BRIEF
· Continued strong global metals market · Revenues rose by 72 per cent to SEK 35,213 million · The operating profit increased by 178 per cent to SEK
8,522 million · Earn |
1 | 21397156_1 | 21397156 | operations has also played an important part in boosting profitability."
Jan Johansson, President and CEO
This is Boliden
"With law shall the land be built, but
you do need zinc and copper too".
Jan Johansson The President's Statement, page 2
THE GROUP
OPERATING PROFIT
SEK m
10,000 8,000 6,000 4,000 2,000
02
03
04
05
06
RE TURN ON CA PITAL EMPLOY ED
PER CENT
60 48 36 24 12
02
03
04
05
06
EARNINGS PER SHARE
sek
25 20 15 10
5
02
03
04
05
06
The Board decided to invest SEK 5.2 billion in doubling Aitik's ore production.
Find out more on page 31.
THE YEAR IN BRIEF
· Continued strong global metals market · Revenues rose by 72 per cent to SEK 35,213 million · The operating profit increased by 178 per cent to SEK
8,522 million · Earnings per share before dilution improved by SEK 14.59
to SEK 21.66 · The Board of Directors proposes an ordinary dividend
of SEK 4 (SEK 2) per share and a share redemption corresponding to SEK 12 per share
· Successful exploration boosted the ore reserves in all mining areas
· A decision was taken to invest SEK 5.2 billion in doubling ore production at Aitik
· A decision was taken to double investments in exploration to approximately SEK 300 million in 2007
· Metal price hedging for copper, lead, silver and gold was extended up to and including 2009
O P E R AT I O N S
Boliden is one of Europe's leading suppliers of the base metals, zinc and copper. Other metals produced within the Group are lead, gold and silver. Boliden's integrated mining and smelting operations enable it to control the entire chain from exploration to finished metal.
MINES
OPERATING PROFIT*
SEK m
6,000 4,800 3,600 2,400 1,200
02
03
04
05
06
Z in c
Boliden is Europe's |
1 | 21397156_2 | 21397156 | ings per share before dilution improved by SEK 14.59
to SEK 21.66 · The Board of Directors proposes an ordinary dividend
of SEK 4 (SEK 2) per share and a share redemption corresponding to SEK 12 per share
· Successful exploration boosted the ore reserves in all mining areas
· A decision was taken to invest SEK 5.2 billion in doubling ore production at Aitik
· A decision was taken to double investments in exploration to approximately SEK 300 million in 2007
· Metal price hedging for copper, lead, silver and gold was extended up to and including 2009
O P E R AT I O N S
Boliden is one of Europe's leading suppliers of the base metals, zinc and copper. Other metals produced within the Group are lead, gold and silver. Boliden's integrated mining and smelting operations enable it to control the entire chain from exploration to finished metal.
MINES
OPERATING PROFIT*
SEK m
6,000 4,800 3,600 2,400 1,200
02
03
04
05
06
Z in c
Boliden is Europe's second largest zinc supplier. The bulk of the zinc concentrate from the mines is refined in the Group's own smelters. The finished zinc metal is mainly sold to the northern European steel industry. The main end-users of zinc are the construction and transport industries.
CONCENTRATE PRODUCTION*
ME TA L C ON T EN T, T ONNE S
500,000 400,000 300,000 200,000 100,000
02
03
04
05
06
COPPER
Boliden is Europe's third largest copper supplier. All the copper concentrate from the mines is refined in the Group's own smelters. The finished copper metal is mainly sold to European semi-finished goods manufacturers. The main end-users of copper are the construction, electrical and electronics industries.
CONCENTRATE PRODUCTION*
ME TA L C ON T EN T, T ONNE S
400,000 320,000 240,000 160,000
80,000
02
03
04
05
06
* Unaudited pro forma figures for 2002 and 2003.
BUSINESS AREA MINES
1 |
1 | 21397156_3 | 21397156 | second largest zinc supplier. The bulk of the zinc concentrate from the mines is refined in the Group's own smelters. The finished zinc metal is mainly sold to the northern European steel industry. The main end-users of zinc are the construction and transport industries.
CONCENTRATE PRODUCTION*
ME TA L C ON T EN T, T ONNE S
500,000 400,000 300,000 200,000 100,000
02
03
04
05
06
COPPER
Boliden is Europe's third largest copper supplier. All the copper concentrate from the mines is refined in the Group's own smelters. The finished copper metal is mainly sold to European semi-finished goods manufacturers. The main end-users of copper are the construction, electrical and electronics industries.
CONCENTRATE PRODUCTION*
ME TA L C ON T EN T, T ONNE S
400,000 320,000 240,000 160,000
80,000
02
03
04
05
06
* Unaudited pro forma figures for 2002 and 2003.
BUSINESS AREA MINES
1. A itik One of Europe's biggest copper mines.
2. TheBoliden Area Comprises the Kristineberg, Renström, Petiknäs and Maurliden zinc mines.
3. Garpenberg Comprises the Garpenberg and Garpenberg Norra zinc mines.
4. Tara Europe's biggest zinc mine. BUSINESS AREA SMELTERS
5. R önnskär Copper smelter and one of the world's biggest facilities for recycling electronic scrap.
6. H arjavalta Comprises the Harjavalta copper smelter and the Pori copper refinery.
7. Odda Zinc smelter. Also produces aluminium fluoride.
8. Kokkola Europe's second largest zinc smelter.
9. Bergsöe The Nordic region's only smelter for recycling lead batteries.
BUSINESS AREA MARKET 10. Esbo Finland 11. Rotterdam Netherlands 12. Leamington Spa UK 5. Rönnskär Sweden 13. Head Office Stockholm, Sweden
7
4 12 11 |
1 | 21397156_b0 | 21397156 | www.boliden.com.
All such notifications must be received by the company no later than 26th April 2007 at 4 p.m.
Nominee shareholders
In order to be entitled to participate in the Annual General Meeting, nominee shareholders must, no later than 26th April 2007, have their shares temporarily re-registered in their own names with VPC AB. All such requests for registration should be submitted to the relevant trustee well ahead of this date.
Complete invitation to attend
A complete invitation to attend the Annual General Meeting, as well as financial and other information, may be accessed via the company's website at www.boliden.com. Printed financial information may also be ordered via the Boliden website or from Boliden AB, Box 44, SE-101 20 Stockholm, Sweden.
F inan c ial c alendar for 2 0 0 7 3rd May Interim Report, January-March 2007
19th July
Interim Report, January-June 2007
30th October
Interim Report, January-September 2007
Q uestions Any questions concerning Boliden's financial information can be submitted to Investor Relations at Boliden by calling +46 8 610 15 00 or mailing investorrelations@boliden.com
Boliden AB, Box 44, SE-101 20 Stockholm, Sweden Visiting address: Klarabergsviadukten 90 Tel +46 8 610 15 00, Fax +46 8 31 55 45 www.boliden.com
National Instrument 71-102 ("NI 71-102") Continuous Disclosure and Other Exemptions Relating to Foreign Issuers
Section 5.2 Mandatory Annual Disclosure by Designated Foreign Issuer
TO:
Ontario Securities Commission
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission (Securities Division)
The Manitoba Securities Commission
Autorité des marchés financiers
New Brunswick Securities Commission
Prince Edward Island Securities Office
Nova Scotia Securities Commission
Securities Commission of Newfoundland and Labrador
Boliden AB is: (a) a designated foreign issuer as defined in NI 71-102; (b) incorporated under the Swedish Companies Act; and (c) subject to the regulatory requirements of the Stockholm Stock Exchange. DATED this 13th day of April, 2007.
MBDOCS_3483778.1
|
1 | 21397156_b1 | 21397156 | 47 2532 (copper)
Leamington Spa Boliden Commercial (UK) Ltd. 7, Clarendon Place Leamington Spa Warwickshire CV32 5QL United Kingdom Tel +44 1926 833 010 Fax +44 1926 450 084
INFORMATION ABOUT THE ANNUAL GENERAL MEETING Boliden's ordinary Annual General Meeting will be held on 3rd May 2007 at 12.30 p.m. in the Aitik mine's industrial park area outside Gällivare.
Participation
Shareholders wishing to participate in the Annual General Meeting must both be registered in the shareholders' register kept by VPC AB on Thursday, 26th April 2007 (for details of the re-registration process for nominee shareholders, please see below) and have notified the company of their intention to participate, by either writing to Boliden AB, Legal Affairs, Box 44, SE-101 20 Stockholm, Sweden, or calling +46 8 32 94 29 on weekdays from 9 a.m. to 11.30 a.m. and from 1.30 p.m. to 4 p.m., or faxing +46 8 30 95 36, or visiting the Boliden website at www.boliden.com.
All such notifications must be received by the company no later than 26th April 2007 at 4 p.m.
Nominee shareholders
In order to be entitled to participate in the Annual General Meeting, nominee shareholders must, no later than 26th April 2007, have their shares temporarily re-registered in their own names with VPC AB. All such requests for registration should be submitted to the relevant trustee well ahead of this date.
Complete invitation to attend
A complete invitation to attend the Annual General Meeting, as well as financial and other information, may be accessed via the company's website at www.boliden.com. Printed financial information may also be ordered via the Boliden website or from Boliden AB, Box 44, SE-101 20 Stockholm, Sweden.
F inan c ial c alendar for 2 0 0 7 3rd May Interim Report, January-March 2007
19th July
Interim Report, January-June 2007
30th October
Interim Report, January-September 2007
Q uestions Any questions concerning Boliden's financial information can be submitted to Investor Relations at Boliden by calling +46 8 610 15 00 or mailing |
1 | 21587577_0 | 21587577 | Annual Report 2007
African Copper, plc 100 Pall Mall St. James's
London, SW1Y 5HP www.africancopper.com
CONTENTS
CHAIRMAN'S STATEMENT
2
MANAGEMENT'S DISCUSSION AND ANALYSIS
3
DIRECTORS' REPORT
27
STATEMENT OF DIRECTORS' RESPONSIBILITIES
31
INDEPENDENT AUDITORS' REPORTS
32
CONSOLIDATED INCOME STATEMENT
35
BALANCE SHEETS
36
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
37
CASH FLOW STATEMENTS
39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
41
1
Chairman's Statement
Dear Shareholders,
The 2007 fiscal year marked the transformation of our Company from a junior explorer to a near-term producer of copper. Very few companies make this quantum leap in viability in the mineral exploration industry. This achievement is a tribute to the dedication and hard work of the talented employees at African Copper who continue to work tirelessly to achieve the aggressive goals that were set for them at the end of 2006.
African Copper was incorporated in early 2004 and admitted for trading on AIM in mid-November of that year. We're very proud of what we have achieved in three short years. In 2004, the Mowana mineralization totalled about 6 million tonnes of indicated mineralization. By the end of 2007, the Company had confirmed about 87 million tonnes of measured and indicated resources at 0.71% copper of which approximately 14 million tonnes had been converted into proven and probable reserves at 1.1% copper. In addition, African Copper had completed sufficient engineering to determine the best processing route for the mineralization, raised sufficient capital to enable construction to commence production, entered into EPCM contracts, obtained all required permits, commenced mining at the operations, signed a five-year offtake agreement and successfully recruited all senior Section Managers for the eventual mine. I believe that these achievements are unique in the industry.
While the open pit mineralization is the immediate source of revenue for the Company, the Board remains excited about the possibility of an underground mine at Mowana. Engineering studies for this important expansion are well advanced and I look forward to sharing the |
1 | 21587577_1 | 21587577 | African Copper who continue to work tirelessly to achieve the aggressive goals that were set for them at the end of 2006.
African Copper was incorporated in early 2004 and admitted for trading on AIM in mid-November of that year. We're very proud of what we have achieved in three short years. In 2004, the Mowana mineralization totalled about 6 million tonnes of indicated mineralization. By the end of 2007, the Company had confirmed about 87 million tonnes of measured and indicated resources at 0.71% copper of which approximately 14 million tonnes had been converted into proven and probable reserves at 1.1% copper. In addition, African Copper had completed sufficient engineering to determine the best processing route for the mineralization, raised sufficient capital to enable construction to commence production, entered into EPCM contracts, obtained all required permits, commenced mining at the operations, signed a five-year offtake agreement and successfully recruited all senior Section Managers for the eventual mine. I believe that these achievements are unique in the industry.
While the open pit mineralization is the immediate source of revenue for the Company, the Board remains excited about the possibility of an underground mine at Mowana. Engineering studies for this important expansion are well advanced and I look forward to sharing the results of these studies with our shareholders in the second quarter of 2008. The extraction of deeper mineralization provides longevity for the operations beyond the 7 years represented by the open pit, and should place Mowana firmly on the path to becoming one of Botswana's new mines.
The Board is delighted with the support that we have received from Botswana based shareholders and investors throughout 2007 and into early 2008. The response and the financial support shown by Botswana institutions and the Botswana Stock Exchange have been unequalled. The Board remains confident that the Company development objectives are achievable in 2008 and believes that the share price will respond positively as we meet our corporate goals throughout the balance of 2008.
As African Copper moves into production the Board will continue to grow shareholder value and to sensibly leverage the resources that shareholders have entrusted to us. The Company will be aggressive in pursuing both exploration and acquisition opportunities while remaining cognizant of market conditions and shareholder interests. As a shareholder, you can be assured that the Board will protect your interests, will push management to achieve ever greater goals, will require the Company to develop projects in a sensible and environmentally sustainable manner, and will ensure the engagement of communities and stakeholders at all stages.
On behalf of the Board, I would like to thank |
1 | 21587577_2 | 21587577 | results of these studies with our shareholders in the second quarter of 2008. The extraction of deeper mineralization provides longevity for the operations beyond the 7 years represented by the open pit, and should place Mowana firmly on the path to becoming one of Botswana's new mines.
The Board is delighted with the support that we have received from Botswana based shareholders and investors throughout 2007 and into early 2008. The response and the financial support shown by Botswana institutions and the Botswana Stock Exchange have been unequalled. The Board remains confident that the Company development objectives are achievable in 2008 and believes that the share price will respond positively as we meet our corporate goals throughout the balance of 2008.
As African Copper moves into production the Board will continue to grow shareholder value and to sensibly leverage the resources that shareholders have entrusted to us. The Company will be aggressive in pursuing both exploration and acquisition opportunities while remaining cognizant of market conditions and shareholder interests. As a shareholder, you can be assured that the Board will protect your interests, will push management to achieve ever greater goals, will require the Company to develop projects in a sensible and environmentally sustainable manner, and will ensure the engagement of communities and stakeholders at all stages.
On behalf of the Board, I would like to thank the shareholders and employees of African Copper for their support and loyalty in 2007. I would also like to thank my fellow Directors for their active participation and contributions to the Company in its transition year. I expect that 2008 will be an exciting year for the Company, and for our shareholders.
ROY CORRANS Chairman,
30 March 2008
2
www.africancopper.com
AIM and TSX: ACU BSE: African Copper
MANAGEMENT'S DISCUSSION AND ANALYSIS For the Year Ended 31 December 2007
The following management discussion and analysis ("MD&A") of the operating results and financial condition of African Copper Plc ("African Copper" or the "Company") and its subsidiaries is for the year ended 31 December 2007 compared with 31 December 2006. The MD&A should be read in conjunction with the 31 December 2007 audited consolidated financial statements of the Company (the "Financial Statements") and the related notes thereto (the "Notes"). The Financial Statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS") (see Note 2: Principal Accounting Policies). All amounts herein are expressed in British Pound Sterling unless otherwise indicated and the information is current to 30 |
1 | 21587577_3 | 21587577 | the shareholders and employees of African Copper for their support and loyalty in 2007. I would also like to thank my fellow Directors for their active participation and contributions to the Company in its transition year. I expect that 2008 will be an exciting year for the Company, and for our shareholders.
ROY CORRANS Chairman,
30 March 2008
2
www.africancopper.com
AIM and TSX: ACU BSE: African Copper
MANAGEMENT'S DISCUSSION AND ANALYSIS For the Year Ended 31 December 2007
The following management discussion and analysis ("MD&A") of the operating results and financial condition of African Copper Plc ("African Copper" or the "Company") and its subsidiaries is for the year ended 31 December 2007 compared with 31 December 2006. The MD&A should be read in conjunction with the 31 December 2007 audited consolidated financial statements of the Company (the "Financial Statements") and the related notes thereto (the "Notes"). The Financial Statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS") (see Note 2: Principal Accounting Policies). All amounts herein are expressed in British Pound Sterling unless otherwise indicated and the information is current to 30 March 2008.
Additional information relating to the Company, including the Company's Annual Information Form, is available at www.africancopper.com or under the Company's profile on SEDAR at www.sedar.com.
The scientific and technical information in this MD&A has been prepared under the supervision of Mr. Joseph Hamilton, P. Geo., the Company's Chief Executive Officer and a "qualified person" as defined by Canadian National Instrument 43-101.
BUSINESS OVERVIEW AND STRATEGY
African Copper is an international exploration and development company. At its Mowana Mine Property in Botswana, total open pit proven and probable reserves have been estimated at 14.8 million tonnes grading 1.11% copper. Construction of the project began in 2006 and significant progress was made in 2007. Production is scheduled to commence in the second quarter of 2008, which will transition African Copper from a junior exploration company to a copper producer. The Company also has a 100% interest in the Matsitama exploration concession, which has ten high priority drill-ready and 35 lower priority targets
The Company is incorporated in England and Wales, and its ordinary shares are tri-listed on the AIM market of the London Stock Exchange, the Toronto Stock Exchange |
1 | 21587577_b0 | 21587577 | a 10 cent/lb weakening in the copper price increase/(decrease) on the value of the puts
If there was a 10 cent/lb strengthening in the copper price increase/(decrease) on the value of the puts
2007 £'000
84
73
2006 £'000
-
-
There is no profit impact for the above changes
Liquidity risk
Liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. The Group monitors its risk to a shortage of funds using a recurring cashflow model. This model considers the availability of the Group's financial investments and financial assets (other receivables and other financial assets) and projected cashflows and expenditures from operations. The Group has sufficient cash reserves and banking facilities to meet future capital requirements.
62
Financial liabilities Trade and other payables
Due or due in less than 1 month 5,308
Due between 1 to 3
months 280
Due between 3 months and 1
year 610
Due between 1 to 5 years 281
Credit risk
The Group is exposed to credit risk on its cash and cash equivalents and other receivables as set out in Notes 11, 15 and 16, which also represent the maximum exposure to credit risk The Group only deposits surplus cash with well-established financial institutions of high quality credit standing.
Fair value of financial instruments
The fair value of the Group's and the Company's financial instruments reflect the carrying amounts shown in the balance sheet.
24. Subsequent Events 1. On 25 January 2008 the Company finalized an off-take agreement with MRI Trading AG ("MRI") of Zug, Switzerland. The off-take agreement has a duration of 5 years, is renewable, and covers 100% of all copper products shipped from the Mowana Mine. In conjunction with the off-take agreement, MRI subscribed for 7,284,000 ordinary shares at a subscription price of £0.70 per ordinary share. The private placement closed on 8 February 2008.
2. On 28 March 2008 the Company announced the private placement of Botswana Pula 150 million
(£11.4 million) of fixed rate unsecured notes issued by Messina Copper (Botswana) (Pty) Ltd, the Company's wholly-owned subsidiary. The notes have been priced at 14.0 percent with a maturity of 7 years.
63
|
1 | 21587577_b1 | 21587577 | ity price risk
Commodity price risk is the risk that the Group's future earnings will be adversely impacted by changes in the market prices of commodities. The Group is exposed to commodity price risk as its future revenues will be derived based on a contract with a physical off-take partner at prices that will be determined by reference to market prices of copper at the delivery date.
From time to time the Group may manage its exposure to commodity price risk by entering into put contracts or metal forward sales contracts with the goal of preserving its future revenue streams.
On 23 May 2007 the Company purchased copper put options giving the Company the right, but not obligation, to sell up to 5,850 tonnes of copper at a strike price of $US3.00/lb divided evenly over the period April 2008 to December 2008. The price of copper can affect the viability of the Mowana Mine and Matsitama projects.
At 31 December 2007, it was determined that the forecast production hedged by the put options for the period from April 2008 to June 2008 was no longer likely to occur and hedge accounting ceased for those contracts.
An analysis of the effect of movements in the copper price on the Group and Company's equity is as follows:
If there was a 10 cent/lb weakening in the copper price increase/(decrease) on the value of the puts
If there was a 10 cent/lb strengthening in the copper price increase/(decrease) on the value of the puts
2007 £'000
84
73
2006 £'000
-
-
There is no profit impact for the above changes
Liquidity risk
Liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability of funding through an adequate amount of committed credit facilities. The Group monitors its risk to a shortage of funds using a recurring cashflow model. This model considers the availability of the Group's financial investments and financial assets (other receivables and other financial assets) and projected cashflows and expenditures from operations. The Group has sufficient cash reserves and banking facilities to meet future capital requirements.
62
Financial liabilities Trade and other payables
Due or due in less than 1 month 5,308
Due between 1 to 3
months 280
Due between 3 months and 1
year 610
Due between 1 to 5 years 281
Credit risk
The Group is exposed to credit risk on its cash and cash equivalents and other receivables as |
1 | 21624624_0 | 21624624 | Annual Report 2008 Developing a diversified resources company
Contents
P 2
Corporate profile
P 2
Time line
P 3
Key features
P 4
Chairman's letter
P 6
Chief Executive's review
P 8
Board of directors
P 10
Review of operations and exploration
P 26
Financial review
P 31
Overview of social and environmental
responsibility
P 34
Annual financial statements
P 87
Glossary of terms
P 88
Corporate information
P.1 Mwana Africa Annual Report 2008
Corporate profile
Mwana Africa PLC (AIM:MWA) is a pan-African resources company, with a high quality portfolio of assets from exploration prospects to operations across a range of commodities. The company was the first African-owned, African-managed resources company to be listed on the London Stock Exchange's Alternative Investment Market (AIM). Mwana Africa PLC was formed in October 2005 through a reverse takeover of African Gold plc by a privately held mining company, Mwana Africa Holdings (Pty) Limited. Since then, the company has grown substantially, most recently through its acquisitions of Gravity Diamonds, SouthernEra Diamonds and a 20% stake in MIBA. Mwana Africa has interests in three principal areas base metals, precious metals and diamonds in a number of countries on the African continent, including Zimbabwe, the Democratic Republic of Congo (DRC), South Africa, Angola, Ghana and Botswana. Under the leadership of its highly skilled and experienced management team, Mwana Africa intends to pursue mining opportunities throughout Africa while enhancing the long-term value of its existing operations, developing key projects and building on its exciting portfolio of exploration prospects.
Time line
1 Oct 2005
26 Oct 2005
26 Apr 2006
22 May 2006 4 Aug 2006
3 Oct 2006
Mwana Africa
Mwana Africa lists public placing on agreement with
Mwana Africa
Mwana Africa
formed through
on London Stock AIM to finance
Umicore for
acquires 14.99% announces
reverse takeover of Exchange's
acquisition
Mwana Africa to stake in Gravity
expansion plan for
African Gold pl |
1 | 21624624_1 | 21624624 | . Since then, the company has grown substantially, most recently through its acquisitions of Gravity Diamonds, SouthernEra Diamonds and a 20% stake in MIBA. Mwana Africa has interests in three principal areas base metals, precious metals and diamonds in a number of countries on the African continent, including Zimbabwe, the Democratic Republic of Congo (DRC), South Africa, Angola, Ghana and Botswana. Under the leadership of its highly skilled and experienced management team, Mwana Africa intends to pursue mining opportunities throughout Africa while enhancing the long-term value of its existing operations, developing key projects and building on its exciting portfolio of exploration prospects.
Time line
1 Oct 2005
26 Oct 2005
26 Apr 2006
22 May 2006 4 Aug 2006
3 Oct 2006
Mwana Africa
Mwana Africa lists public placing on agreement with
Mwana Africa
Mwana Africa
formed through
on London Stock AIM to finance
Umicore for
acquires 14.99% announces
reverse takeover of Exchange's
acquisition
Mwana Africa to stake in Gravity
expansion plan for
African Gold plc Alternative
opportunities;
gain effective 20% Diamonds Limited Freda Rebecca gold
and Mwana Africa Investment Market 66,900,000 shares interest in Société for total
mine in Zimbabwe.
Holdings (Pty)
(AIM).
issued, raising
Minière de
consideration of
Limited.
£42.1 million.
Bakwanga (MIBA) £2.06 million.
for US$11 million
cash consideration.
27 Nov 2006 proposed merger
16 Mar 2007 Mwana Africa
21 May 2007 Mwana Africa
4 Jun 2007 Mwana Africa
24 Aug 2007 SouthernEra
24 Sept 2007 Mwana Africa
with Gravity Diamonds to create an enlarged diamond exploration and production business within
announces intention of making share exchange offer valued at £30.8 million to acquire all the outstanding common shares of
completes acquisition of Gravity Diamonds; 13,711,312 new ordinary shares admitted to AIM.
announces that results from exploration at DRC Kibol |
1 | 21624624_2 | 21624624 | c Alternative
opportunities;
gain effective 20% Diamonds Limited Freda Rebecca gold
and Mwana Africa Investment Market 66,900,000 shares interest in Société for total
mine in Zimbabwe.
Holdings (Pty)
(AIM).
issued, raising
Minière de
consideration of
Limited.
£42.1 million.
Bakwanga (MIBA) £2.06 million.
for US$11 million
cash consideration.
27 Nov 2006 proposed merger
16 Mar 2007 Mwana Africa
21 May 2007 Mwana Africa
4 Jun 2007 Mwana Africa
24 Aug 2007 SouthernEra
24 Sept 2007 Mwana Africa
with Gravity Diamonds to create an enlarged diamond exploration and production business within
announces intention of making share exchange offer valued at £30.8 million to acquire all the outstanding common shares of
completes acquisition of Gravity Diamonds; 13,711,312 new ordinary shares admitted to AIM.
announces that results from exploration at DRC Kibolwe prospect indicate substantial copper mineralisation.
board recommends Mwana Africa's offer.
announces positive results for gold drilling programmes in DRC (Zani-Kodo) and Ghana (Konongo).
Mwana Africa is SouthernEra
announced.
Diamonds Inc.
P.2 Mwana Africa Annual Report 2008
Key features
Group revenue: £79.3m (2007: £121.9m) Group loss before tax and impairments: £6.7m (2007: £39.2m profit)
Group loss after taxation, impairments and minority interest:
£28.7m (2007: £13.2m profit)
Capital expenditure: £25.2m (2007: £16.4m) £15.0m on property, plant and equipment (2007: £13.1m) and £10.3m on exploration (2007: £3.3m)
Net cash (excluding BNC) at 31 March 2008: £12.4m (2007: £36.6m) Completed acquisitions of SouthernEra and Gravity Diamonds
Non-cash impairments: £ |
1 | 21624624_3 | 21624624 | we prospect indicate substantial copper mineralisation.
board recommends Mwana Africa's offer.
announces positive results for gold drilling programmes in DRC (Zani-Kodo) and Ghana (Konongo).
Mwana Africa is SouthernEra
announced.
Diamonds Inc.
P.2 Mwana Africa Annual Report 2008
Key features
Group revenue: £79.3m (2007: £121.9m) Group loss before tax and impairments: £6.7m (2007: £39.2m profit)
Group loss after taxation, impairments and minority interest:
£28.7m (2007: £13.2m profit)
Capital expenditure: £25.2m (2007: £16.4m) £15.0m on property, plant and equipment (2007: £13.1m) and £10.3m on exploration (2007: £3.3m)
Net cash (excluding BNC) at 31 March 2008: £12.4m (2007: £36.6m) Completed acquisitions of SouthernEra and Gravity Diamonds
Non-cash impairments: £21.9m Focus on core exploration prospects; started disposal of diamond
exploration assets in Botswana and Canada
Successful placing in June 2008 raised £25.0m (gross); net cash (excluding BNC) at 30 June 2008: £29.8m
23 Nov 2007 27 Nov 2007 21 Dec 2007 31 March 2008 19 May 2008 18 Jun 2008
further positive
Mwana Africa
acquisition of
Mwana Africa
Mwana Africa
public placing on
results announced announces high-
for Zani-Kodo.
grade, extensive
SouthernEra Diamonds
announces 46% increase in
announces
AIM to raise
doubling of strike finance for capital
near-surface copper
completed.
diamond value and length of Zani68% in grade from Kodo's gold
expenditure and exploration;
mineralisation at Kibolwe.
South African Klipspringer
mineralisation.
62,500,000 shares issued, raising
diamond mine |
1 | 21624624_b0 | 21624624 | include, among other things, changes in commodity prices, changes in equity markets, failure to establish estimated mineral resources, political risks, changes to regulations affecting Mwana Africa's activities, delays in obtaining or failures to obtain required regulatory approvals, failure of equipment, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other geological data, delays in obtaining geological results, and the other risks involved in the mineral exploration industry. Mwana Africa believes that the assumptions inherent in the forward-looking statements are reasonable; however, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Mwana Africa does not assume any responsibility to update any of such forward-looking statements, save as required by relevant law or regulatory authority. This report contains information regarding the results of various exploration activities. Where a mineral resource has not been defined, it should be noted that the potential quantity and grade is conceptual in nature, there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource. Charl du Plessis, Executive Vice President Exploration of Mwana Africa, who holds a PhD and is a Member of the AusIMM, is a `Qualified Person' as defined in the AIM Rules and under NI 43-101, and the exploration and resource development information contained in this press release is based upon information prepared under the supervision of Dr Du Plessis. Uwe Naeher, Professional Geologist and SouthernEra's Western Exploration Manager, is the qualified person, under NI 43-101, responsible for the technical information in this release relating to Mwana Africa's diamond production and exploration activities. The information relating to resources at BNC is based on information prepared under the supervision of Claudius Makuni, Manager Geology for BNC and a qualified person under NI 43-101.
Russell and Associates 2032_08
Disclosure Required by National Instrument 71-102 of the Canadian Securities Administrators -Continuous Disclosure and Other Exemptions Relating To Foreign Issuers ("NI 71-102"):
Mwana Africa PLC is a "designated foreign issuer" as defined in NI 71-102 and is subject to the regulatory requirements of the Alternative Investment Market of the London Stock exchange (AIM), which is a "foreign regulatory authority" as defined in NI 71-102.
|
1 | 21624624_b1 | 21624624 | Square London EC4Y 8BB United Kingdom
Bankers Barclays Bank Plc
P.88 Mwana Africa Annual Report 2008
Forward-looking statements
This report has been issued by, and is the sole responsibility of Mwana Africa PLC. This report includes `forward-looking statements'. Words such as `anticipates', `expects', `intends', `plans', `forecasts', `projects', `budgets', `believes', `seeks', `estimates', `could', `might', `should' and similar expressions identify forward-looking statements. All statements other than statements of historical facts included in this report, including, without limitation, those regarding Mwana Africa's business strategy and plans and objectives of management for future operations and acquisition opportunities, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of Mwana Africa or the markets and economies in which Mwana Africa operates to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements, including, without limitation, political, regulatory and economic factors. Factors that would cause actual results or events to differ from current expectations include, among other things, changes in commodity prices, changes in equity markets, failure to establish estimated mineral resources, political risks, changes to regulations affecting Mwana Africa's activities, delays in obtaining or failures to obtain required regulatory approvals, failure of equipment, uncertainties relating to the availability and costs of financing needed in the future, the uncertainties involved in interpreting drilling results and other geological data, delays in obtaining geological results, and the other risks involved in the mineral exploration industry. Mwana Africa believes that the assumptions inherent in the forward-looking statements are reasonable; however, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Mwana Africa does not assume any responsibility to update any of such forward-looking statements, save as required by relevant law or regulatory authority. This report contains information regarding the results of various exploration activities. Where a mineral resource has not been defined, it should be noted that the potential quantity and grade is conceptual in nature, there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource. Charl du Plessis, Executive Vice President Exploration of Mwana Africa, who holds a PhD |
1 | 21955233_0 | 21955233 | SERICA ENERGY PLC 2009
ANNUAL REPORT AND ACCOUNTS
Company Number: 5450950
- 1 -
CHAIRMAN'S REPORT
Dear Shareholder
I am delighted to be able to report that 2009 was a good year for Serica, achieved against a very difficult economic background. Careful management of our asset portfolio and a number of successful transactions towards the end of the year enables us to start 2010 in a strong financial position with our first field on production and exposure to several high quality exploration prospects, any one of which has the potential to add substantial value. Serica is also able to report the Company's first significant pre-tax profit at US$7.3 million for the year against a prior year loss of US$0.8 million.
This positive outcome is the result of applying strict financial controls during an extremely difficult year for industry in general, caused largely by the recession and the continuing financial fall-out from the banking crisis. It has been our policy to focus the Company's skills towards identifying exploration prospects in which we can retain high percentage interests and operational control but which are also sufficiently material that we can reduce or eliminate our costs and risk through farm-out to industry partners.
In following this strategy to control exploration costs the Company has been extremely successful. In 2009 we drilled the Bandon, Chablis and Tuong Vi wells in Ireland, the UK and Vietnam respectively with a large part of our costs paid by third parties. The first two of these encountered hydrocarbons, albeit non-commercial but the result at Bandon holds out promise for this very underexplored basin offshore the west coast of Ireland in which we have now demonstrated the presence of oil. We plan to drill further wells offshore Ireland in 2011.
For 2010, our drilling programme involves five wells with Serica holding large percentage interests in each. All of these prospects were identified by the Company. In two of them, the Conan and Oates wells, our costs, and thus the downside risks, are fully or partially met by industry partners, a further demonstration of our strategy to control downside exposure. Four of the wells to be drilled in this programme will be drilled by the Company as operator, thereby enabling us to retain a high degree of control of timing in addition to the risk and cost savings resulting from farm-out.
A further strand of our policy is to realise the value of assets in which we see limited opportunity for growth and to reinvest the proceeds into projects which we believe |
1 | 21955233_1 | 21955233 | to control exploration costs the Company has been extremely successful. In 2009 we drilled the Bandon, Chablis and Tuong Vi wells in Ireland, the UK and Vietnam respectively with a large part of our costs paid by third parties. The first two of these encountered hydrocarbons, albeit non-commercial but the result at Bandon holds out promise for this very underexplored basin offshore the west coast of Ireland in which we have now demonstrated the presence of oil. We plan to drill further wells offshore Ireland in 2011.
For 2010, our drilling programme involves five wells with Serica holding large percentage interests in each. All of these prospects were identified by the Company. In two of them, the Conan and Oates wells, our costs, and thus the downside risks, are fully or partially met by industry partners, a further demonstration of our strategy to control downside exposure. Four of the wells to be drilled in this programme will be drilled by the Company as operator, thereby enabling us to retain a high degree of control of timing in addition to the risk and cost savings resulting from farm-out.
A further strand of our policy is to realise the value of assets in which we see limited opportunity for growth and to reinvest the proceeds into projects which we believe have the potential for greater investment returns and which better match our skill set. The Kambuna field in Indonesia fits into this category. In 2008 we sold a 15% interest in the field, realising a profit of US$36.6 million. In 2009, we realised a further profit from the sale of a 25% interest. This latter sale was made together with part of our Kutai exploration block plus our full interest in Vietnam, where disappointing drilling results reduced our perception of value and resulted in a strategic decision to withdraw. The sale of these properties contributed a profit of US$26.9 million net of associated carrying costs. After these sales we still have a 25% holding in the Kambuna field which started production in August 2009 and is expected to yield, net to our interest, some 3,000 boepd of gas and condensate production in 2010.
This approach to risk and value is the basis by which the Company has been able to maintain a robust financial position in difficult financial markets without recourse to shareholders to meet drilling costs. At the end of 2009 cash balances stood at US$18.4 million with debt standing at US$71 million. In January 2010, cash balances increased following the receipt of US$100 million outstanding from |
1 | 21955233_2 | 21955233 | have the potential for greater investment returns and which better match our skill set. The Kambuna field in Indonesia fits into this category. In 2008 we sold a 15% interest in the field, realising a profit of US$36.6 million. In 2009, we realised a further profit from the sale of a 25% interest. This latter sale was made together with part of our Kutai exploration block plus our full interest in Vietnam, where disappointing drilling results reduced our perception of value and resulted in a strategic decision to withdraw. The sale of these properties contributed a profit of US$26.9 million net of associated carrying costs. After these sales we still have a 25% holding in the Kambuna field which started production in August 2009 and is expected to yield, net to our interest, some 3,000 boepd of gas and condensate production in 2010.
This approach to risk and value is the basis by which the Company has been able to maintain a robust financial position in difficult financial markets without recourse to shareholders to meet drilling costs. At the end of 2009 cash balances stood at US$18.4 million with debt standing at US$71 million. In January 2010, cash balances increased following the receipt of US$100 million outstanding from the partial sale of the Kambuna and Kutai interests and the disposal of our stake in Vietnam. As a result the Company is now in a net cash position.
The prudent management of our cash resources, combined with limiting our exposure to unfunded drilling commitments, has given us the option now to seek new opportunities whilst we explore the material potential in our existing portfolio. It places us in a good
- 2 -
position to exploit the acquisition market should assets complementary to our business become available. We intend to pursue such opportunities if we believe real value can be added. In summary, I and my fellow directors, have high expectations for 2010. The Company has positioned itself well for the recovery in the markets, production levels at Kambuna are expected to continue to improve and we continue to work on the development of the Columbus field. Successful drilling results from any of the wells in our near term programme would have a very large and positive impact on our underlying asset value. This position is due in no small part to the hard work and commitment of our executive and staff who have demonstrated their exceptional skills in a very difficult market. Our thanks go to them. Tony Craven Walker Chairman
- 3 -
MANAGEMENT'S DISCUSS |
1 | 21955233_3 | 21955233 | the partial sale of the Kambuna and Kutai interests and the disposal of our stake in Vietnam. As a result the Company is now in a net cash position.
The prudent management of our cash resources, combined with limiting our exposure to unfunded drilling commitments, has given us the option now to seek new opportunities whilst we explore the material potential in our existing portfolio. It places us in a good
- 2 -
position to exploit the acquisition market should assets complementary to our business become available. We intend to pursue such opportunities if we believe real value can be added. In summary, I and my fellow directors, have high expectations for 2010. The Company has positioned itself well for the recovery in the markets, production levels at Kambuna are expected to continue to improve and we continue to work on the development of the Columbus field. Successful drilling results from any of the wells in our near term programme would have a very large and positive impact on our underlying asset value. This position is due in no small part to the hard work and commitment of our executive and staff who have demonstrated their exceptional skills in a very difficult market. Our thanks go to them. Tony Craven Walker Chairman
- 3 -
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following management's discussion and analysis ("MD&A") of the financial and operational results of Serica Energy plc and its subsidiaries (the "Group") should be read in conjunction with Serica's consolidated financial statements for the year ended 31 December 2009.
Serica's activities are based in Western Europe and South East Asia, with interests in the UK, Ireland, Spain, Morocco and Indonesia. References to the "Company" include Serica and its subsidiaries where relevant. All figures are reported in US dollars ("US$") unless otherwise stated.
CHIEF EXECUTIVE OFFICER'S REPORT 2009
2009 was a pivotal year for Serica. In August we brought the Kambuna field onstream and with it our first production revenues. With the field then close to its maximum value we monetised part of our interest through the sale to KrisEnergy announced in December. During the year we drilled two offshore wells in new areas, one in Vietnam and one in Ireland. Although no commercial discovery resulted, both wells were drilled at almost no cost to the Company. As planned, we added further offshore exploration areas to our portfolio in the UK, Ireland and Morocco and, by the end of the year, had |
1 | 21955233_b0 | 21955233 | 0.1)
(0.8)
(0.1) (0.8)
(0.3)
At 31 December 2009
2.4 38.7
2.9
32.7
5.3 71.4
18.6
Proved developed Proved undeveloped Probable developed Probable undeveloped
At 31 December 2009
-
-
1.0 17.0
-
-
1.4 21.7
2.4 38.7
1.7
18.7
-
-
1.2
14.0
-
-
2.9
32.7
1.7 18.7 1.0 17.0 1.2 14.0 1.4 21.7
5.3 71.4
5.6 3.9 4.1 5.0
18.6
Proved and probable reserves are based on independent reports prepared by consultants RPS Energy (for the Kambuna Field in Indonesia) and Netherland, Sewell & Associates (for the Columbus Field in the UK North Sea) in accordance with the reserve definitions of the Canadian Oil and Gas Evaluation Handbook. Gas reserves at 31 December 2009 have been converted to barrels of oil equivalent using a factor of 6.0 bcf per mmboe for Western Europe (Columbus field reserves) on the basis of a nominal gas calorific value of 1,000 BTU per cubic foot and using a factor of 4.8 bcf per mmboe for South East Asia (Kambuna field reserves) on the basis of a nominal gas calorific value of 1,240 BTU per cubic foot.
Kambuna entitlement reserves The Group provides for amortisation of costs relating to evaluated properties based on direct interests on an entitlement basis, which incorporates the terms of Production Sharing Contracts in South East Asia. For Kambuna alone, proved plus probable reserves on an entitlement basis totalled 6.0 mmboe as at 31 December 2009 (2008: 12.4 mmboe). This was calculated in 2009 using a Kambuna forecast condensate price assumption of Brent 0.18% (2008: Brent 0.18%) and gas prices in accordance with known contract terms.
- 84 -
|
1 | 21955233_b1 | 21955233 | % interest in the blocks. Serica will retain a 65% interest and operatorship of the blocks. In February 2010 Serica announced that it has secured the use of the Ensco 80 jack-up drilling rig for the exploration well on the Conan prospect.
- 83 -
Group Proved plus Probable Reserves Unaudited
Western Europe
Oil
Gas
mmbbl
bcf
South East Asia
Oil
Gas
mmbbl
bcf
Total Oil
mmbbl
Total Gas bcf
Total Oil & gas
mmboe
At 1 January 2009
2.4 38.7
5.8
66.4
8.2 105.1
28.5
Disposals Revisions Production
-
-
(2.8) (32.7)
(2.8) (32.7)
(9.5)
-
-
-
(0.2)
- (0.2)
(0.1)
-
-
(0.1)
(0.8)
(0.1) (0.8)
(0.3)
At 31 December 2009
2.4 38.7
2.9
32.7
5.3 71.4
18.6
Proved developed Proved undeveloped Probable developed Probable undeveloped
At 31 December 2009
-
-
1.0 17.0
-
-
1.4 21.7
2.4 38.7
1.7
18.7
-
-
1.2
14.0
-
-
2.9
32.7
1.7 18.7 1.0 17.0 1.2 14.0 1.4 21.7
5.3 71.4
5.6 3.9 4.1 5.0
18.6
Proved and probable reserves are based on independent reports prepared by consultants RPS Energy (for the Kambuna Field in Indonesia) and Netherland, Sewell & Associates |
1 | 21982170_0 | 21982170 | 26 Pinlafgoe@defol'rEasctaoq.uceom130w16wMwa.rfsoerilalec, For.acnocme
2
INTEGRITY
INNOVATION INVOLVEMENT
ANNUAL REPORT
20093
Profile
Foraco International SA is a global drilling contractor providing turnkey solutions for mining, energy, water and infrastructure projects across 19 countries and five continents.
The Company offers a modern drilling fleet, best-in-class safety standards and a versatile, well-trained international workforce. Foraco has drilled in every conceivable geological formation worldwide, often located in some of the most inaccessible regions of the world. With extensive international drilling experience, Foraco has the expertise to efficiently and safely meet customer requirements, whether it requires custom engineering of drill rigs or specialized drilling techniques. Headquartered in Marseilles, France, Foraco is publicly traded on the Toronto Stock Exchange under the symbol "FAR".
Mission
We are focused on creating a world leading drilling services company by offering a unique combination of global experience, local expertise, and constant customer focus.
Values
We strive to run our business with the highest level of integrity, so that it is reflected in everything we do, all of the time be it in the field or in the office. We have set up a fluid, pro-active, close-to-field organization that generates close involvement of our teams in every customer project. We use innovation in each and every aspect of our business, from our contractual approach and the way we set up project operations, to the design and manufacture of specialized equipment for our customers.
Financial
Highlights
Revenue ( millions)
86.6
86.1
74.6
35.1
2006
2007
2008
2009
STABLE
Stable revenue in 2009 compared to 2008 (a record year for the Company) was the effect of the Company market position in the mining segment which limited to 6% the impact of the downturn, compensated by a 17% increase in revenue in the water segment.
EBITDA *( millions)
24.2 22.2 17.7
5.9
2006
2007
2008
2009
+9%
Increased EBITDA resulted from the better than expected operational performance both in the Mining and the Water segments. As a percentage |
1 | 21982170_1 | 21982170 | is reflected in everything we do, all of the time be it in the field or in the office. We have set up a fluid, pro-active, close-to-field organization that generates close involvement of our teams in every customer project. We use innovation in each and every aspect of our business, from our contractual approach and the way we set up project operations, to the design and manufacture of specialized equipment for our customers.
Financial
Highlights
Revenue ( millions)
86.6
86.1
74.6
35.1
2006
2007
2008
2009
STABLE
Stable revenue in 2009 compared to 2008 (a record year for the Company) was the effect of the Company market position in the mining segment which limited to 6% the impact of the downturn, compensated by a 17% increase in revenue in the water segment.
EBITDA *( millions)
24.2 22.2 17.7
5.9
2006
2007
2008
2009
+9%
Increased EBITDA resulted from the better than expected operational performance both in the Mining and the Water segments. As a percentage of revenue, EBITDA increased from 26.1% in 2008 to 28.1% in 2009.
Net Earnings ( millions)
10.4
10.0
6.5
2.2
STABLE
In 2009, the Company managed to maintain a high level of net earnings despite of a significant increase in depreciation expenses linked to a capital expenditure program in 2008.
2006
2007
2008
2009
*Foraco defines EBITDA as operating profit, plus depreciation, amortization and non-cash share base compensation. EBITDA is a non-IFRS measure and is not a substitute for operating profit, profit for the period of net cash generated from operating activities as determined in accordance with IFRS. As EBITDA is not calculated identically by all companies, Foraco's presentation of EBITDA may not be comparable to other similarly titled measures of other companies.
x2 DIVIDEND DECLARED (in per share)
From 0.014 (in 2009) to 0.028 (in 2010)*
*Subject to the approval of the shareholders general meeting to be held on May 11, 2010.
|
1 | 21982170_2 | 21982170 | of revenue, EBITDA increased from 26.1% in 2008 to 28.1% in 2009.
Net Earnings ( millions)
10.4
10.0
6.5
2.2
STABLE
In 2009, the Company managed to maintain a high level of net earnings despite of a significant increase in depreciation expenses linked to a capital expenditure program in 2008.
2006
2007
2008
2009
*Foraco defines EBITDA as operating profit, plus depreciation, amortization and non-cash share base compensation. EBITDA is a non-IFRS measure and is not a substitute for operating profit, profit for the period of net cash generated from operating activities as determined in accordance with IFRS. As EBITDA is not calculated identically by all companies, Foraco's presentation of EBITDA may not be comparable to other similarly titled measures of other companies.
x2 DIVIDEND DECLARED (in per share)
From 0.014 (in 2009) to 0.028 (in 2010)*
*Subject to the approval of the shareholders general meeting to be held on May 11, 2010.
1
GlAat ance
Global Presence
NORTH AMERICA
Canada, United States
EUROPE
France, Germany, England Russia
SOUTH AMERICA
Peru, Chile
2
ASIA - PACIFIC
Australia, New Caledonia, Kazakhstan
AFRICA
Burkina Faso, Chad, Congo, Ivory Coast, Ghana, Guinea, Mali, Niger
Balanced Commodity Mix
WATER POTASH URANIUM NICKEL PRECIOUS METALS IRON COAL OTHER
Top Tier Customer Base
MINING
» AGD (Lukoil) » Areva » BHP Billiton » Cameco » De Beers » Eramet » Newmont » Rio Tinto » Teck » Vale Inco » Wallbridge Mining » Xstrata
WATER
» The World Bank » European Development Fund » French, Danish and German
Development Agencies » UNICEF
Modern
drill fleet
119
drill rigs
50
rotary
44
diamond
25
combination
3
Mining
Drilling is an essential service required by every mining company. Be |
1 | 21982170_3 | 21982170 |
1
GlAat ance
Global Presence
NORTH AMERICA
Canada, United States
EUROPE
France, Germany, England Russia
SOUTH AMERICA
Peru, Chile
2
ASIA - PACIFIC
Australia, New Caledonia, Kazakhstan
AFRICA
Burkina Faso, Chad, Congo, Ivory Coast, Ghana, Guinea, Mali, Niger
Balanced Commodity Mix
WATER POTASH URANIUM NICKEL PRECIOUS METALS IRON COAL OTHER
Top Tier Customer Base
MINING
» AGD (Lukoil) » Areva » BHP Billiton » Cameco » De Beers » Eramet » Newmont » Rio Tinto » Teck » Vale Inco » Wallbridge Mining » Xstrata
WATER
» The World Bank » European Development Fund » French, Danish and German
Development Agencies » UNICEF
Modern
drill fleet
119
drill rigs
50
rotary
44
diamond
25
combination
3
Mining
Drilling is an essential service required by every mining company. Be it for exploration, development, production, rehabilitation or even closure, drilling is required at all stages in the life of a mine. There are multiple parameters that drive a drilling contract, ranging from the size and scope of the project, ground conditions, sample requirements, hole depths, accessibility, water supply, and the customer's technical requirements. Foraco has a diverse service offering that addresses all of these needs and can provide a customized drilling solution for every project.
» Reverse circulation » Diamond core » Rotary » Down-the-hole hammer » Direct circulation » Air core » Rotary air blast
5
Water Increasing access to clean water for millions of people is a global challenge, especially in regions where Foraco works. Additionally, environmental and social pressures require that new and innovative solutions be found for the supply of water throughout the world. This places an increased dependence of groundwater as an alternative source which can only be developed by drilling.
While Foraco has been drilling water wells for almost 50 years, the technical drilling requirements continue to evolve. Larger, deeper wells are often the only alternative for supplying water, especially in the developing world where water is the most sought after commodity of all.
Foraco has developed its capabilities significantly over the years becoming a specialist |
1 | 21982170_b0 | 21982170 | in 2011.
32. CONSOLIDATED SUBSIDIARIES
Subsidiaires
Country of incorporation
Foraco International S.A. Foraco SAS Géode International SASU Foraco Canada Ltd. Foraco Drilling Ltd. Northwest Sequoia Drilling Ltd Foraco Corp Foraco Management SASU Foraco Resources SASU Forafrique International SASU Foraco Pacifique SASU Foraco Australia Pty Ltd Mosslake Pty Ltd Mosslake Drilling Pty Ltd Foraco CI S.A Foremi S.A. Foraco Niger S.A. Foraco Sahel Sarl Foraco Division Géoméchanik Guinée Sarl Géo Ghana Ltd Foraco Peru SAC Foraco Perfoandes SA Géoméchanik International Gmbh
France France France Canada British Columbia, Canada Alberta, Canada Delaware, USA France France France New Caledonia Australia Australia Australia Ivory Coast Ivory Coast Niger Mali Guinea Ghana Peru Chile Germany
Direct and indirect percentage of shareholdings
Parent company 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
50,84% 50,84% 50,84%
90% 51% 100% 100% 100% 100% 100% 100% 100%
66
Shareholder
Information
Corporate Head Office
26 Plage de L'Estaque 13016 Marseille, France T +33.(0)4.96.15.13.60 | F +33.(0)4.96.15.13.61 www.foraco.com
Board of Directors
Daniel Simoncini (Chairman) Jean-Pierre Charmensat Jean Paul Camus Bruno Chabas Warren Holmes
Transfer Agent
Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B9
Auditors
PricewaterhouseCoopers
Legal Counsel
Fasken Martineau DuMoulin LLP
Market Data
Shares of Foraco International S.A. are listed on the Toronto Stock Exchange under the symbol FAR
Investor Contact
Jeanny So CHF Investor Relations T +1.416.868.1079 | E jeanny@chfir.com
Annual General Meeting
May 11, 2010, at 10:00 am 26, Plage de L'Estaque 13016 Marseille, France
|
1 | 21982170_b1 | 21982170 | 2 million USD upon closing of the transaction, an adjustment based on EDC's 2010 financial performance to be paid in 2011, and the completion of certain conditions precedent.
In March 2010, the Company entered into a binding agreement with all the shareholders of Adviser Drilling SA ("Adviser") from Chile, to acquire 100% of the outstanding shares of Adviser. Closing of the transaction is schedule to occur in May 2010, and is subject to completion of certain conditions precedent, including approval of the TSX and the approval of the shareholders of the Company at a general extraordinary meeting of the shareholders scheduled to be held in May 2010. The terms of the proposed transaction include (i) a cash consideration of 5.35 million USD upon closing, (ii) the issuance of 14,935,750 new shares of the Company (representing 20% of the post closing share capital), (iii) the issuance of up to 4,756,539 warrants to acquire shares of the Company, exercisable after two years following closing at no additional consideration, or, at the option of the vendors, a cash consideration of 1.97 USD per warrant, and (iv) a price adjustment of 5.35 million USD depending on Adviser's 2010 financial performance, to be paid in 2011.
32. CONSOLIDATED SUBSIDIARIES
Subsidiaires
Country of incorporation
Foraco International S.A. Foraco SAS Géode International SASU Foraco Canada Ltd. Foraco Drilling Ltd. Northwest Sequoia Drilling Ltd Foraco Corp Foraco Management SASU Foraco Resources SASU Forafrique International SASU Foraco Pacifique SASU Foraco Australia Pty Ltd Mosslake Pty Ltd Mosslake Drilling Pty Ltd Foraco CI S.A Foremi S.A. Foraco Niger S.A. Foraco Sahel Sarl Foraco Division Géoméchanik Guinée Sarl Géo Ghana Ltd Foraco Peru SAC Foraco Perfoandes SA Géoméchanik International Gmbh
France France France Canada British Columbia, Canada Alberta, Canada Delaware, USA France France France New Caledonia Australia Australia Australia Ivory Coast Ivory Coast Niger Mali Guinea Ghana Peru Chile Germany
Direct and indirect percentage of shareholdings
Parent company 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
50,84% 50,84% 50, |
1 | 22149369_0 | 22149369 | Annual Report and Accounts 2007
Alexander Mining plc Annual Report and Accounts 2007
Contents
Transforming Alexander Mining an AIM listed mining and mineral processing technology company with a reputation for strong technical management, allied with financial markets' expertise and experience.
The Company's activities are directed towards the objective of becoming a low cost, highly profitable and diversified mining company.
This will be achieved from its existing assets, the acquisition of advanced projects and producing operations and the commercialisation of its new proprietary mineral processing technologies.
01 Highlights 02 Chairman's statement 04 Business review 16 Directors and Advisers
18 Corporate and social responsibility 20 Directors' report 23 Independent auditors' report 24 Consolidated income statement 25 Consolidated balance sheet 26 Company balance sheet 27 Consolidated cash flow statement 27 Consolidated statement of recognised income and expense 28 Company cash flow statement 28 Company statement of recognised income and expense 29 Accounting policies 31 Notes to the financial statements 47 Notice of Annual General Meeting
01 Alexander Mining plc Annual Report and Accounts 2007
Highlights
Highlights
> Metals market conditions and outlook remain favourable
> MetaLeach Limited formed to commercialise proprietary new mineral processing technologies, AmmLeach® and HyperLeachTM
> MetaLeach Limited is in discussion with over 35 companies, of which seven have committed to testwork programmes
> Strong cash position of £8.4m at 31 December 2007
> Bankable feasibility study on Leon copper project in northwest Argentina nearing completion
As part of our strategy to grow rapidly, Alexander Mining has formed MetaLeach Limited to commercialise our proprietary mineral processing technologies.
MetaLeachTM has technologies with the potential to revolutionise the extraction processes for many base metal deposits.
02 Alexander Mining plc Annual Report and Accounts 2007
Chairman's Statement
Chairman's statement
I am pleased to report to you on the Company's
progress during the past year. Although not
without its challenges, it has been a year of
significant progress. Whilst we have maintained a
concerted effort to advance our projects in South
America, the most important development has
been the creation of MetaLeach Limited, a new
business to commercialise our innovative and
It is with pleasure that I can report to shareholders
exciting proprietary mineral processing technology.
significant progress made by the Company during 2007.
During the last twelve months the extraordinary bull |
1 | 22149369_1 | 22149369 |
> MetaLeach Limited is in discussion with over 35 companies, of which seven have committed to testwork programmes
> Strong cash position of £8.4m at 31 December 2007
> Bankable feasibility study on Leon copper project in northwest Argentina nearing completion
As part of our strategy to grow rapidly, Alexander Mining has formed MetaLeach Limited to commercialise our proprietary mineral processing technologies.
MetaLeachTM has technologies with the potential to revolutionise the extraction processes for many base metal deposits.
02 Alexander Mining plc Annual Report and Accounts 2007
Chairman's Statement
Chairman's statement
I am pleased to report to you on the Company's
progress during the past year. Although not
without its challenges, it has been a year of
significant progress. Whilst we have maintained a
concerted effort to advance our projects in South
America, the most important development has
been the creation of MetaLeach Limited, a new
business to commercialise our innovative and
It is with pleasure that I can report to shareholders
exciting proprietary mineral processing technology.
significant progress made by the Company during 2007.
During the last twelve months the extraordinary bull market for the mining sector has continued.
Notwithstanding the global credit crisis and
extreme market volatility around falling world
equity markets, the phenomenon of the booming
industrialisation of China and India has, so far,
been unaffected. As such, demand for base
During the last twelve months the extraordinary bull market metals has remained strong. Precious metals
for the mining sector has continued.
prices have also risen sharply, reflecting their `safe haven' status and more mundane supply
fundamentals, such as electricity supply outages
in South Africa.
Although blessed with a bull market, the mining industry has found it hard to keep up with supply as the lead time from discovery to production for new mines has increased. This is because of increased country risk problems, encompassing title, permitting, fiscal regime; more rigorous environmental standards; manpower shortages of both professional and skilled manual labour; and long key equipment lead times. Moreover, whilst record metal prices have increased revenue significantly, margins have been eroded as capital and operating costs have risen sharply too.
Matt Sutcliffe Executive Chairman
03 Alexander Mining plc Annual Report and Accounts 2007
Chairman's statement
It is |
1 | 22149369_2 | 22149369 | market for the mining sector has continued.
Notwithstanding the global credit crisis and
extreme market volatility around falling world
equity markets, the phenomenon of the booming
industrialisation of China and India has, so far,
been unaffected. As such, demand for base
During the last twelve months the extraordinary bull market metals has remained strong. Precious metals
for the mining sector has continued.
prices have also risen sharply, reflecting their `safe haven' status and more mundane supply
fundamentals, such as electricity supply outages
in South Africa.
Although blessed with a bull market, the mining industry has found it hard to keep up with supply as the lead time from discovery to production for new mines has increased. This is because of increased country risk problems, encompassing title, permitting, fiscal regime; more rigorous environmental standards; manpower shortages of both professional and skilled manual labour; and long key equipment lead times. Moreover, whilst record metal prices have increased revenue significantly, margins have been eroded as capital and operating costs have risen sharply too.
Matt Sutcliffe Executive Chairman
03 Alexander Mining plc Annual Report and Accounts 2007
Chairman's statement
It is against this backdrop that the launch of our wholly owned MetaLeach business is fortuitous. We believe that the desire to embrace new technologies in the international mining industry is keen and will intensify. MetaLeach is focused on hydrometallurgical solutions that add value at the mine site. We believe that technological breakthrough in mineral processing, and hydrometallurgy in particular, is one of the most promising avenues left for mining companies to significantly reduce operating costs.
Our proprietary AmmLeach® and HyperLeachTM technologies, with provisional patents filed, have potential applications for the recovery of many base metals from a range of ores, especially for deposits where the mineralogy means that conventional treatment methods are uneconomic. Because Alexander's technology business has been developed as a spin off from the mineral processing testwork at its Leon copper project in northwest Argentina, the costs incurred in establishing the business have been low. Moreover, the future development costs as it is advanced towards commercialisation should be modest.
As shareholders will be aware, since Alexander's shares were admitted to trading on AIM in 2005, the Company has focused its activities in Latin America, specifically Argentina. In addition to our strong cash position, the Company's most important asset is its Leon project. |
1 | 22149369_3 | 22149369 | against this backdrop that the launch of our wholly owned MetaLeach business is fortuitous. We believe that the desire to embrace new technologies in the international mining industry is keen and will intensify. MetaLeach is focused on hydrometallurgical solutions that add value at the mine site. We believe that technological breakthrough in mineral processing, and hydrometallurgy in particular, is one of the most promising avenues left for mining companies to significantly reduce operating costs.
Our proprietary AmmLeach® and HyperLeachTM technologies, with provisional patents filed, have potential applications for the recovery of many base metals from a range of ores, especially for deposits where the mineralogy means that conventional treatment methods are uneconomic. Because Alexander's technology business has been developed as a spin off from the mineral processing testwork at its Leon copper project in northwest Argentina, the costs incurred in establishing the business have been low. Moreover, the future development costs as it is advanced towards commercialisation should be modest.
As shareholders will be aware, since Alexander's shares were admitted to trading on AIM in 2005, the Company has focused its activities in Latin America, specifically Argentina. In addition to our strong cash position, the Company's most important asset is its Leon project. Integral to proceeding with the mine development as originally envisaged is the arrangement of a bank loan facility. For this purpose, Standard Bank plc was appointed in September 2007 as the exclusive Arranger and Underwriter, subject to due diligence, negotiation and execution of a detailed term sheet for the Leon project.
Until recently the Company had found support for its activities at both the local and national levels. However, with the change in local and national governments and the introduction in late last year of a 5-10% export duty on existing mines there has been severe damage to both the prevailing fiscal regime and investors' country and investment risk assessment.
Notwithstanding the change in legislation, the Company is committed to completing a bankable feasibility study. However, with these recent developments, it is taking longer than initially envisaged. Whilst we believe that we will be able to finalise the outstanding technical and related aspects of the feasibility study in the next few months, it will be a financing and development decision prerequisite that there is complete clarity and confidence in the prevailing fiscal regime for mining companies in the country.
Of course, these uncertainties are not specific to Alexander. Indeed several mining companies, including some of the world's largest, have started legal action to prevent the Government from continuing |
1 | 22149369_b0 | 22149369 | taking the decision the directors
reflect certain provisions of the Companies Act
must act in a way they consider, in good faith,
2006. An explanation of the main changes
will be most likely to promote the Company's
between the proposed and existing articles of
success. The directors will be able to impose
association is set out in the Appendix.
limits or conditions when giving authorisation if
they think this is appropriate.
The remaining provisions of the Companies Act
2006 are expected to come into force in October
It is also proposed that the new articles should
2009. In addition, various regulations that relate to contain provisions relating to confidential
certain of these provisions have yet to be finalised. information, attendance at board meetings and
Consequently, it will be necessary for the Company availability of board papers to protect a director
to undertake a further review of its Articles of
being in breach of duty if a conflict of interest or
Association in due course in order to reflect these
potential conflict of interest arises. These
other provisions. As these further changes to the
provisions will only apply where the position
Articles of Association will be reasonably
giving rise to the potential conflict has
substantial in number, it is anticipated that the
previously been authorised by the directors.
Company will adopt a new set of Articles of
The Company intends to follow developing best
Association in due course once market practice
practice, as regards process and reporting, in
has developed.
relation to the exercise of the power to
authorise conflicts to be included in the new
articles by virtue of resolution 7.
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Printed by Spin Offset
Printed on Revive 50:50. This paper comes from sustainable forests and is fully recyclable and biodegradable. Made from 50% recovered waste and 50% virgin fibre. The manufacturers of the paper and the printer are accredited with ISO 14001 Environmental Management System.
Alexander Mining plc 1st Floor 35 Piccadilly London W1J 0DW United Kingdom T: +44 (0) 20 7292 1300 F: +44 (0) 20 7292 1313
www.alexandermining.com admin@alexandermining.com
|
1 | 22149369_b1 | 22149369 | (as described above) are
provisions for dealing with directors' conflicts
available for inspection, as noted on page 48 of
Secondly, there could also be circumstances
of interest to avoid a breach of duty. The new
this document.
where the Board considers it in the best interests
articles give the directors authority to approve
of the Company to issue shares to persons other
such situations and to include other provisions
than shareholders for cash, without first offering
to allow conflicts of interest to be dealt with in a
them to existing shareholders. Resolution 6 gives
similar way to the current position.
the Board that authority but limits the authority to
the allotment of shares up to an aggregate nominal There are safeguards which will apply when
amount of £6,726,733.
directors decide whether to authorise a conflict
or potential conflict. First, only directors who
Resolution 7
have no interest in the matter being considered
We are asking shareholders to approve a number
will be able to take the relevant decision, and
of amendments to our articles of association, to
secondly, in taking the decision the directors
reflect certain provisions of the Companies Act
must act in a way they consider, in good faith,
2006. An explanation of the main changes
will be most likely to promote the Company's
between the proposed and existing articles of
success. The directors will be able to impose
association is set out in the Appendix.
limits or conditions when giving authorisation if
they think this is appropriate.
The remaining provisions of the Companies Act
2006 are expected to come into force in October
It is also proposed that the new articles should
2009. In addition, various regulations that relate to contain provisions relating to confidential
certain of these provisions have yet to be finalised. information, attendance at board meetings and
Consequently, it will be necessary for the Company availability of board papers to protect a director
to undertake a further review of its Articles of
being in breach of duty if a conflict of interest or
Association in due course in order to reflect these
potential conflict of interest arises. These
other provisions. As these further changes to the
provisions will only apply where the position
|
1 | 22192022_0 | 22192022 | Annual Report & Accounts 2010 Investing in royalties
LSE:APF TSX:APY
Executive Directors P.M. Boycott (Chairman) A.C. Orchard (Chief Investment Officer) M.J. Tack (Finance Director) J. Theobald (Chief Executive Officer) B.M. Wides (Director of International Business Development)
Non-Executive Directors M.H. Atkinson (Senior Independent Director) J.G. Whellock A.H. Yadgaroff
Secretary M.J. Tack
Head office 17 Hill Street, London W1J 5NZ
Registered office 17 Hill Street, London W1J 5NZ Registered in England No. 897608
Auditors
Grant Thornton UK LLP Grant Thornton House, Melton Street, London NW1 2EP
Bankers
Barclays Bank PLC Business Banking Larger Business 27th Floor Churchill Place London E14 5HP
Registrars
Equiniti Registrars Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
Stockbrokers Liberum Capital Limited Ropemaker Place 12th Floor 25 Ropemaker Street London EC2Y 9LY
Listings London Stock Exchange Full Listing Symbol APF
Toronto Stock Exchange Secondary Listing Symbol APY
Website www.anglopacificgroup.com
Cautionary statement regarding forward-looking statements and related information The descriptions of the royalties in this Annual Report have been simplified for presentation purposes. This Annual Report contains forward-looking information, which is subject to change and risk and should not be relied upon. This Annual Report should be considered along with the additional supporting detail, assumptions and risks regarding the use of forward-looking information outlined on page [16] of this Annual Report and in the Anglo Pacific Group PLC (the "Group") Annual Information Form, which is available on www.sedar.com and on the website at www.anglopacificgroup.com. As a royalty holder, the Group often has limited, if any, access to technical information or is subject to confidentiality provisions. For this Annual Report and the Annual Information Form, the Group has generally relied on the public disclosure of the owners and operators of the royalty properties. More current information may be available in subsequent disclosure and on the Group website. The Group's royalties often cover less than 100% and sometimes only a portion of the publicly reported reserves, resources and production of |
1 | 22192022_1 | 22192022 | London Stock Exchange Full Listing Symbol APF
Toronto Stock Exchange Secondary Listing Symbol APY
Website www.anglopacificgroup.com
Cautionary statement regarding forward-looking statements and related information The descriptions of the royalties in this Annual Report have been simplified for presentation purposes. This Annual Report contains forward-looking information, which is subject to change and risk and should not be relied upon. This Annual Report should be considered along with the additional supporting detail, assumptions and risks regarding the use of forward-looking information outlined on page [16] of this Annual Report and in the Anglo Pacific Group PLC (the "Group") Annual Information Form, which is available on www.sedar.com and on the website at www.anglopacificgroup.com. As a royalty holder, the Group often has limited, if any, access to technical information or is subject to confidentiality provisions. For this Annual Report and the Annual Information Form, the Group has generally relied on the public disclosure of the owners and operators of the royalty properties. More current information may be available in subsequent disclosure and on the Group website. The Group's royalties often cover less than 100% and sometimes only a portion of the publicly reported reserves, resources and production of the property. This Annual Report also contains references to past prices of and/or yields on the Group's shares. Readers are reminded that past performance cannot be relied on as a guide to future performance.
Anglo Pacific Group PLC Annual Report and Accounts 2010
Report of the Directors
Governance
3
What's inside?
Report of the directors
A quick read 2Who we are 3 Where we operate 4 How we performed 5 Key performance indicators 6 Chairman's review 8 Principle activities 9 Directors' report
Governance
18 Corporate governance 21 Directors' remuneration report 24Directors' responsibilities in the preparation of financial statements
Accounts
26 Report of the independent auditor 28 Consolidated income statement 29 Consolidated statement of comprehensive income 30 Consolidated and company balance sheets 31 Consolidated statement of changes in equity 33 Company statement of changes in equity 34 Consolidated and company cash flow statements 35 Notes to the consolidated financial statements 67 Shareholder statistics 68 Notice of Annual General Meeting
Anglo Pacific Group PLC Annual Report and Accounts 2010
Accounts
2 Report of the Directors
A quick read
Who we are
We are a royalty company specialising in royalties derived from the mining of natural resources. Within this sector we have |
1 | 22192022_2 | 22192022 | the property. This Annual Report also contains references to past prices of and/or yields on the Group's shares. Readers are reminded that past performance cannot be relied on as a guide to future performance.
Anglo Pacific Group PLC Annual Report and Accounts 2010
Report of the Directors
Governance
3
What's inside?
Report of the directors
A quick read 2Who we are 3 Where we operate 4 How we performed 5 Key performance indicators 6 Chairman's review 8 Principle activities 9 Directors' report
Governance
18 Corporate governance 21 Directors' remuneration report 24Directors' responsibilities in the preparation of financial statements
Accounts
26 Report of the independent auditor 28 Consolidated income statement 29 Consolidated statement of comprehensive income 30 Consolidated and company balance sheets 31 Consolidated statement of changes in equity 33 Company statement of changes in equity 34 Consolidated and company cash flow statements 35 Notes to the consolidated financial statements 67 Shareholder statistics 68 Notice of Annual General Meeting
Anglo Pacific Group PLC Annual Report and Accounts 2010
Accounts
2 Report of the Directors
A quick read
Who we are
We are a royalty company specialising in royalties derived from the mining of natural resources. Within this sector we have a diverse portfolio that spans different commodities including coal and a variety of metals.
We also invest internationally from the Americas to Europe and Australasia and our portfolio includes both producing mines and development projects.
Our objective is simple to continually build a diverse portfolio of royalties that will generate growing, long-term returns for our shareholders.
Combined Group Assets
£415m
Royalties 61%
Mining and MinEixnpglaonradtEioxnploration InteInretsetrse3st0s%30% Royalties 61% CasCha9s%h 9%
"D uring the year the Group has substantially expanded its royalty portfolio and further increased its total assets to record levels."
Peter Boycott Chairman
How we performed page 4
Chairman's review page 6
Our strategy for growth
We are developing our portfolio through three primary routes:
1 Acquiring existing royalty agreements 2Creating new royalties by
financing development 3Developing royalty opportunities
through equity investments
Acquisitions
New Royalties
Investments
Growth
Read more in Operational review page 10
Royalties explained
A royalty is an entitlement to an |
1 | 22192022_3 | 22192022 | a diverse portfolio that spans different commodities including coal and a variety of metals.
We also invest internationally from the Americas to Europe and Australasia and our portfolio includes both producing mines and development projects.
Our objective is simple to continually build a diverse portfolio of royalties that will generate growing, long-term returns for our shareholders.
Combined Group Assets
£415m
Royalties 61%
Mining and MinEixnpglaonradtEioxnploration InteInretsetrse3st0s%30% Royalties 61% CasCha9s%h 9%
"D uring the year the Group has substantially expanded its royalty portfolio and further increased its total assets to record levels."
Peter Boycott Chairman
How we performed page 4
Chairman's review page 6
Our strategy for growth
We are developing our portfolio through three primary routes:
1 Acquiring existing royalty agreements 2Creating new royalties by
financing development 3Developing royalty opportunities
through equity investments
Acquisitions
New Royalties
Investments
Growth
Read more in Operational review page 10
Royalties explained
A royalty is an entitlement to an agreed percentage of a project's sales revenue, without any liability for production costs or capital expenditure. There are different reasons why one might own a royalty ranging from land ownership to exploration rights; however, as a royalty company, our entitlement comes through purchasing existing royalty agreements or as a result of direct financial investment.
In the mining industry, most royalties endure for the life of the resource and are paid on a regular basis. Historically there have been different terms for royalties including Gross Revenue or Net Smelter Return Royalties, which are based on the gross sale price of the actual mineral. Our model is based around Gross Revenue or Net Smelter Return Royalties as they provide the best and clearest return.
Creating new royalties Our new royalty agreements tend to come from providing financing to mining operations, usually to help them progress a mine into production. We also make equity investments, which provide opportunities to create new royalty agreements.
Acquiring existing royalties In this case we buy existing royalty agreements, such as those owned by exploration companies who may have retained an interest in a mine they helped discover. Once acquired, royalty companies rarely sell their agreements.
Value of Royalties (£m)
300
250
200
150
100
|
1 | 22192022_b0 | 22192022 | name and next to it the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by ticking the box overleaf if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write `the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope
2. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
3.The Form of Proxy below must arrive not later than 48 hours before the time set for the meeting at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL during usual business hours accompanied by any power of attorney under which it is executed (if applicable).
4.A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
5.The `Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes `For' and `Against' a resolution.
6.Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
7.Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so.
This annual report has been printed on Chromomat paper and board. It has 15% recycled content and is made up of 100% ECF virgin wood fibre. It is independently certified in accordance with the FSC (Forest Stewardship Council). The paper is manufactured at a mill that is certified to ISO 14001 environmental management standards. All the pulp is bleached using an elemental chlorine free (ECF) process and inks used are all vegetable oil based.
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Anglo Pacific Group PLC 17 Hill Street, Mayfair London W1J 5NZ United Kingdom
T +44 (0) 20 7318 6360 F +44 (0) 20 7629 0370
info@anglopacificgroup.com www.anglopacificgroup.com
|
1 | 22192022_b1 | 22192022 | and provisions, including the maximum and minimum price at which such shares may be purchased.
Special 12.
Resolution that the Company adopt new Articles of Association.
Please indicate with an "X" how you wish your vote to be cast.
Notes
1.To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
(a)T o appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy
(b)T o appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words `the Chairman of the meeting (or)' and insert the name of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy
(c)To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and next to it the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by ticking the box overleaf if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write `the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope
2. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
3.The Form of Proxy below must arrive not later than 48 hours before the time set for the meeting at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6ZL during usual business hours accompanied by any power of attorney under which it is executed (if applicable).
4.A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
5.The `Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes `For' |
1 | 22241054_0 | 22241054 | 2010 Annual Report
Integrity Transparency Progress
EMED Mining Public Limited
AIM:EMED, TSX: EMD
Table of Contents
Highlights.......................................................................................................................................... 3 Chairman's Letter.............................................................................................................................. 4 Managing Director's Report............................................................................................................. 5 Social Responsibility........................................................................................................................ 7 Financial Review............................................................................................................................... 8 Operations Review - Spain............................................................................................................... 9 Operations Review - Slovakia........................................................................................................ 13 Operations Review - Cyprus........................................................................................................... 14 Operations Review - Portugal........................................................................................................ 15 KEFI Minerals Plc (19% owned)...................................................................................................... 15 Resources and Reserves................................................................................................................ 16
EMED Mining is committed to responsible development of metal production in Europe, with an initial focus on copper at the Rio Tinto Copper Mine in Spain and gold at the Detva Gold Project in Slovakia.
Listed on AIM and the TSX, EMED Mining is a growth oriented mining and exploration company.
EMED Mining Public Limited's Annual General Meeting ("AGM") will be held at 11.00am on 16 June 2011 at the Sheraton Centre Hotel, York Room, 123 Queen Street West in Toronto, Canada.
A Shareholder Briefing will also be held at 6.30pm on Monday 27 June 2011 at the Andaz Liverpool Street Hotel, 40 Liverpool Street, London, EC2M 7QN. Shareholders wishing to attend the briefing in London are requested to RSVP by emailing emed@bishopsgatecommunications.com.
EMED Mining Public Limited
Annual Report 2010
Page 2
Highlights
EMED Mining has formed at Rio Tinto one of the largest teams of mine development specialists in Europe. The Company is poised to trigger development of this large copper mine and has a pipeline of other projects. Our focus on social licensing of European mining is especially timely because European Union policy-makers are now prioritising the mining industry.
100%-owned Rio Tinto Copper Mine in Spain
> The Rio Tinto Copper Mine provides EMED Mining with an excellent opportunity to produce ~37,000 tonnes per annum of copper at a relatively low total cost.
> In March 2011, the Junta de Andalucía ("Andalucían Government") advised that:
o legal hurdles to the Company gaining Administrative Standing had been cleared and its application will now be formally processed;
o the Company's detailed submissions of the Project, including improvement, operating and environmental plans |
1 | 22241054_1 | 22241054 | .30pm on Monday 27 June 2011 at the Andaz Liverpool Street Hotel, 40 Liverpool Street, London, EC2M 7QN. Shareholders wishing to attend the briefing in London are requested to RSVP by emailing emed@bishopsgatecommunications.com.
EMED Mining Public Limited
Annual Report 2010
Page 2
Highlights
EMED Mining has formed at Rio Tinto one of the largest teams of mine development specialists in Europe. The Company is poised to trigger development of this large copper mine and has a pipeline of other projects. Our focus on social licensing of European mining is especially timely because European Union policy-makers are now prioritising the mining industry.
100%-owned Rio Tinto Copper Mine in Spain
> The Rio Tinto Copper Mine provides EMED Mining with an excellent opportunity to produce ~37,000 tonnes per annum of copper at a relatively low total cost.
> In March 2011, the Junta de Andalucía ("Andalucían Government") advised that:
o legal hurdles to the Company gaining Administrative Standing had been cleared and its application will now be formally processed;
o the Company's detailed submissions of the Project, including improvement, operating and environmental plans and the associated proposals for bonds, insurances and related undertakings will be now be formally processed; and
o the Company should now assume formal responsibility for the maintenance and operation of the tailings dams at the Rio Tinto Mine.
> Copper prices have continued to increase and the outlook is for demand to outstrip supply for at least several more years. At current copper prices of ~US$4.00/pound, projected net operating cash flow is estimated to average US$186 (149) million per year under the current "base case" development plan.
> Ore Reserves are estimated to total 123 million tonnes at 0.49% copper, containing 0.6 million tonnes of copper. Measured and Indicated Resources contain 0.9 million tonnes of copper.
> EMED Mining has planned many improvements to the project and is also progressing work needed to expand production and extend mine life. Planned exploration drilling will evaluate the potential for the open pit to be expanded and one or more underground mines to be reactivated.
100%-owned Gold Development Project in Slovakia
> The preliminary economics for developing a modern gold mine at Biely Vrch are attractive at a gold price of US$1,000/ounce (gold price is currently >US |
1 | 22241054_2 | 22241054 | and the associated proposals for bonds, insurances and related undertakings will be now be formally processed; and
o the Company should now assume formal responsibility for the maintenance and operation of the tailings dams at the Rio Tinto Mine.
> Copper prices have continued to increase and the outlook is for demand to outstrip supply for at least several more years. At current copper prices of ~US$4.00/pound, projected net operating cash flow is estimated to average US$186 (149) million per year under the current "base case" development plan.
> Ore Reserves are estimated to total 123 million tonnes at 0.49% copper, containing 0.6 million tonnes of copper. Measured and Indicated Resources contain 0.9 million tonnes of copper.
> EMED Mining has planned many improvements to the project and is also progressing work needed to expand production and extend mine life. Planned exploration drilling will evaluate the potential for the open pit to be expanded and one or more underground mines to be reactivated.
100%-owned Gold Development Project in Slovakia
> The preliminary economics for developing a modern gold mine at Biely Vrch are attractive at a gold price of US$1,000/ounce (gold price is currently >US$1,400/ounce).
> The permitting process for Biely Vrch has advanced to being granted Protective Deposit Status over the Biely Vrch gold deposit and the Company has applied for a Mining Lease.
Exploration
> EMED Mining acquired an option over the Regua Tungsten Deposit in Portugal and has commenced the evaluation of the project.
> KEFI Minerals Plc (19%-owned by EMED Mining) is exploring for gold and copper in Turkey and has applied for Exploration Licences in the very prospective Arabian Shield of Saudi Arabia.
Corporate
> On 20 December 2010, EMED Mining commenced trading on the Toronto Stock Exchange ("TSX") under the symbol "EMD".
> In conjunction with the TSX listing, EMED Mining raised a total of C$35 (~£22 or ~26) million via an Initial Public Offering in Canada, a concurrent Private Placement in the UK and subsequent exercise of an over-allotment option.
> The start-up of the Rio Tinto Mine will require a finance package of 70 million (plus bonds, insurances and guarantees). Discussions have commenced with potential product off-take customers and project financiers.
EM |
1 | 22241054_3 | 22241054 | $1,400/ounce).
> The permitting process for Biely Vrch has advanced to being granted Protective Deposit Status over the Biely Vrch gold deposit and the Company has applied for a Mining Lease.
Exploration
> EMED Mining acquired an option over the Regua Tungsten Deposit in Portugal and has commenced the evaluation of the project.
> KEFI Minerals Plc (19%-owned by EMED Mining) is exploring for gold and copper in Turkey and has applied for Exploration Licences in the very prospective Arabian Shield of Saudi Arabia.
Corporate
> On 20 December 2010, EMED Mining commenced trading on the Toronto Stock Exchange ("TSX") under the symbol "EMD".
> In conjunction with the TSX listing, EMED Mining raised a total of C$35 (~£22 or ~26) million via an Initial Public Offering in Canada, a concurrent Private Placement in the UK and subsequent exercise of an over-allotment option.
> The start-up of the Rio Tinto Mine will require a finance package of 70 million (plus bonds, insurances and guarantees). Discussions have commenced with potential product off-take customers and project financiers.
EMED Mining Public Limited
Annual Report 2010
Page 3
Chairman's Letter
Dear Fellow Shareholder
EMED Mining is committed to building Europe's premier mining company through the responsible development of metal production, with our initial focus on copper, gold and critical raw materials.
In Spain, the established open-pit mine, processing plant and other infrastructure at the Rio Tinto Copper Mine provide an excellent opportunity to bring a large copper mine back into production at a relatively low total cost.
An important breakthrough was made in March 2011 when the Andalucían Government unblocked the permitting process, by stating that legal hurdles to the Company gaining Administrative Standing had been cleared, and that it would formally process the Company's detailed submissions lodged in mid-2010.EMED Mining is now working constructively with the regulatory authorities to complete the Rio Tinto permitting. Our target is to start preparing the plant, other infrastructure and human resources in 2011 for production in 2012, the exact timing of which will depend on the rate of the permitting process. We greatly appreciate the backing we have received from the local communities led by the mayors and the support of the labour unions.
Rio Tinto is a large and financially attractive copper mine. At the current |
1 | 22241054_b0 | 22241054 | Capital Limited on 12 August 2009.
On 21 January 2011 the Company completed the following issues:
a) An issue of 367,493 new shares of GBP 0.0025 to the partners of Mahuroda LLP (previously NWCF LLP), which exercised its option to purchase the shares at a price of 8 pence per share pursuant to the terms of an option agreement between NWCF LLP and the Company dated 6 May 2005.
b) An issue of 5,553,571 new shares of GBP 0.0025 to Fox Davies Capital Limited which has exercised its option to purchase 1,000,000 shares at a price of 9 pence per share and 4,553,571 shares at a price of 10.5 pence per share pursuant to the terms of the option agreements between Fox Davies Capital and the Company dated September 2006 and April 2010.
c) An issue of 1,043,025 new shares of GBP 0.0025 to Resource Capital Fund IV L.P. and RMB Australia Holdings Limited at a price of 10.86 pence per share as payment of interest of US$160,203 pursuant to the convertible secured loan facility between the parties dated 4 March 2009.
On 21 January 2011 application has been made for the admission of the 6,964,089 ordinary shares to trading on the AIM market of the London Stock Exchange. Following admission, the Company has a total of 700,110,605 ordinary shares in issue.
On 17 January 2011 the Department of Culture and Heritage of the Junta de Andalucia has provided a favourable report regarding the Company's plans for the Rio Tinto Copper Mine, by which it has approved the Company's proposed mining activities as detailed in various submissions. The approval is subject to certain conditions that are largely aimed at ensuring that the extensive heritage at Rio Tinto is clearly documented and then preserved or studied appropriately as mining, processing and rehabilitation are carried out responsibly.
In early March 2011, the Andalucía Government announced it was satisfied as to the legality of the transmission of the Rio Tinto mineral rights to EMED Mining. The Company shares the Government's belief that this decision has "unblocked" the process of granting Administrative Standing. EMED's target is to start preparing the plant, other infrastructure and human resources in 2011 for production in 2012, the exact timing of which will depend on the rate of permitting.
EMED Mining Public Limited
Annual Report 2010
Page 72
|
1 | 22241054_b1 | 22241054 | berian Portugal during the Option Period. In order to earn an interest in the Regua Tungsten Deposit, the Company must spend: (i) a minimum of 250,000 on the project during the Option Period, and (ii) a further 1,500,000 over the three years following the exercise of the option.
EMED Mining Public Limited
Annual Report 2010
Page 71
EMED MINING PUBLIC LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Year ended 31 December 2010
26. Events after the reporting period
On the 11 January 2011 the syndicate of agents led by Canaccord Genuity Corp, GMP Securities L.P. and Paradigm Capital Inc. exercised the over-allotment option granted to them. The Company issued an additional 18,145,500 ordinary shares at 8.5 pence (CAD$0.135) each to cover over-allotments and received additional gross proceeds of approximately 1.8 million.
On 14 January 2011 the Company issued 1,832,680 ordinary shares to Fox Davies Capital Limited upon exercise of warrants. These warrants had an exercise price of 7.5 pence and were issued to Fox Davies Capital Limited on 12 August 2009.
On 21 January 2011 the Company completed the following issues:
a) An issue of 367,493 new shares of GBP 0.0025 to the partners of Mahuroda LLP (previously NWCF LLP), which exercised its option to purchase the shares at a price of 8 pence per share pursuant to the terms of an option agreement between NWCF LLP and the Company dated 6 May 2005.
b) An issue of 5,553,571 new shares of GBP 0.0025 to Fox Davies Capital Limited which has exercised its option to purchase 1,000,000 shares at a price of 9 pence per share and 4,553,571 shares at a price of 10.5 pence per share pursuant to the terms of the option agreements between Fox Davies Capital and the Company dated September 2006 and April 2010.
c) An issue of 1,043,025 new shares of GBP 0.0025 to Resource Capital Fund IV L.P. and RMB Australia Holdings Limited at a price of 10.86 pence per share as payment of interest of US$160,203 pursuant to the convertible secured loan facility between the parties dated 4 March 2009.
On 21 January 2011 application has been |
1 | 22414394_0 | 22414394 | Anglo Pacific Group PLC Annual Report & Accounts 2011 Investing in royalties
LSE:APF TSX:APY
2011
Executive Directors P.M. Boycott (Chairman) A.C. Orchard (Chief Investment Officer) J. Theobald (Chief Executive Officer) B.M. Wides (Director of International Business Development)
Non-Executive Directors M.H. Atkinson (Senior Independent Director) J.G. Whellock A.H. Yadgaroff
Secretary P.T.J. Mason
Head office 17 Hill Street, London W1J 5LJ
Registered office 17 Hill Street, London W1J 5LJ Registered in England No. 897608
Auditors Grant Thornton UK LLP Grant Thornton House, Melton Street, London NW1 2EP
Bankers Barclays Bank PLC Business Banking Larger Business 27th Floor Churchill Place London E14 5HP
Registrars Equiniti Registrars Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
Transfer Agent Equity Transfer & Trust Company Suite 400 200 University Avenue Toronto Ontario M5H 4H1
Stockbrokers Liberum Capital Limited Ropemaker Place 12th Floor 25 Ropemaker Street London EC2Y 9LY
Listings London Stock Exchange Full Listing Symbol APF
Toronto Stock Exchange Secondary Listing Symbol APY
Website www.anglopacificgroup.com
Cautionary statement regarding forward-looking statements and related information The descriptions of the royalties in this Annual Report have been simplified for presentation purposes. This Annual Report contains forward-looking information, which is subject to change and risk and should not be relied upon. This Annual Report should be considered along with the additional supporting detail, assumptions and risks regarding the use of forward-looking information outlined on page 18 of this Annual Report and in the Anglo Pacific Group PLC (the "Group") Annual Information Form, which is available on www.sedar.com and on the website at www.anglopacificgroup.com. As a royalty holder, the Group often has limited, if any, access to technical information or is subject to confidentiality provisions. For this Annual Report and the Annual Information Form, the Group has generally relied on the public disclosure of the owners and operators of the royalty properties. More current information may be available in subsequent disclosure and on the Group website. The Group's royalties often cover less than 100% and sometimes |
1 | 22414394_1 | 22414394 | Floor 25 Ropemaker Street London EC2Y 9LY
Listings London Stock Exchange Full Listing Symbol APF
Toronto Stock Exchange Secondary Listing Symbol APY
Website www.anglopacificgroup.com
Cautionary statement regarding forward-looking statements and related information The descriptions of the royalties in this Annual Report have been simplified for presentation purposes. This Annual Report contains forward-looking information, which is subject to change and risk and should not be relied upon. This Annual Report should be considered along with the additional supporting detail, assumptions and risks regarding the use of forward-looking information outlined on page 18 of this Annual Report and in the Anglo Pacific Group PLC (the "Group") Annual Information Form, which is available on www.sedar.com and on the website at www.anglopacificgroup.com. As a royalty holder, the Group often has limited, if any, access to technical information or is subject to confidentiality provisions. For this Annual Report and the Annual Information Form, the Group has generally relied on the public disclosure of the owners and operators of the royalty properties. More current information may be available in subsequent disclosure and on the Group website. The Group's royalties often cover less than 100% and sometimes only a portion of the publicly reported reserves, resources and production of the property. This Annual Report also contains references to past prices of and/or yields on the Group's shares. Readers are reminded that past performance cannot be relied on as a guide to future performance.
Anglo Pacific Group PLC Annual Report and Accounts 2011
Report of the Directors
Governance
3
What's inside?
Report of the directors
A quick read 2Who we are 3 Where do we operate 4 How we performed 5 Key performance indicators 6 Chairman's review 10 Principle activities 11 Directors' report
Governance
20 Corporate governance 23 Directors' remuneration report 26Directors' responsibilities in the preparation of financial statements
Accounts
28 Report of the independent auditor 30 Consolidated income statement 31 Consolidated statement of comprehensive income 32 Consolidated and company balance sheets 33 Consolidated statement of changes in equity 35 Company statement of changes in equity 36 Consolidated and company cash flow statements 37 Notes to the consolidated financial statements 67 Shareholder statistics
Notice of Annual General Meeting
68 Notice of Annual General Meeting
Anglo Pacific Group PLC Annual Report and Accounts 2011
Accounts
Notice of Annual General Meeting
2 Report of the Directors
A quick read |
1 | 22414394_2 | 22414394 | only a portion of the publicly reported reserves, resources and production of the property. This Annual Report also contains references to past prices of and/or yields on the Group's shares. Readers are reminded that past performance cannot be relied on as a guide to future performance.
Anglo Pacific Group PLC Annual Report and Accounts 2011
Report of the Directors
Governance
3
What's inside?
Report of the directors
A quick read 2Who we are 3 Where do we operate 4 How we performed 5 Key performance indicators 6 Chairman's review 10 Principle activities 11 Directors' report
Governance
20 Corporate governance 23 Directors' remuneration report 26Directors' responsibilities in the preparation of financial statements
Accounts
28 Report of the independent auditor 30 Consolidated income statement 31 Consolidated statement of comprehensive income 32 Consolidated and company balance sheets 33 Consolidated statement of changes in equity 35 Company statement of changes in equity 36 Consolidated and company cash flow statements 37 Notes to the consolidated financial statements 67 Shareholder statistics
Notice of Annual General Meeting
68 Notice of Annual General Meeting
Anglo Pacific Group PLC Annual Report and Accounts 2011
Accounts
Notice of Annual General Meeting
2 Report of the Directors
A quick read
Who we are
Anglo Pacific is a royalty company specialising in royalties derived from the mining of natural resources. Within this sector we have a diverse portfolio that spans different commodities including coking coal, iron ore and precious metals.
We also invest internationally from the Americas to Europe and Australasia and our portfolio includes both producing mines and development projects.
Our objective is simple to continually build a diverse portfolio of royalties that will generate growing, long-term returns for our shareholders.
Market capitalisation
£361m
FTSE 250 Listed LSE: APF TSX: APY
How we performed page 4
"I am pleased to announce a record year for our royalty income, as Anglo Pacific continues to make progress with its strategy of developing a leading portfolio of royalties." Peter Boycott Chairman
Chairman's review page 6
Our strategy for growth
We are developing our portfolio through three primary routes:
1 Acquiring existing royalty agreements 2Creating new royalties by
financing development 3Vending mineral licences to third party
developers in exchange for new royalties
Acquisitions
New Royalties
Mineral Licences
Growth
We also develop royalty opportunities through our equity |
1 | 22414394_3 | 22414394 |
Who we are
Anglo Pacific is a royalty company specialising in royalties derived from the mining of natural resources. Within this sector we have a diverse portfolio that spans different commodities including coking coal, iron ore and precious metals.
We also invest internationally from the Americas to Europe and Australasia and our portfolio includes both producing mines and development projects.
Our objective is simple to continually build a diverse portfolio of royalties that will generate growing, long-term returns for our shareholders.
Market capitalisation
£361m
FTSE 250 Listed LSE: APF TSX: APY
How we performed page 4
"I am pleased to announce a record year for our royalty income, as Anglo Pacific continues to make progress with its strategy of developing a leading portfolio of royalties." Peter Boycott Chairman
Chairman's review page 6
Our strategy for growth
We are developing our portfolio through three primary routes:
1 Acquiring existing royalty agreements 2Creating new royalties by
financing development 3Vending mineral licences to third party
developers in exchange for new royalties
Acquisitions
New Royalties
Mineral Licences
Growth
We also develop royalty opportunities through our equity investments.
Operational review page 12
Royalties explained
A royalty is an entitlement to an agreed percentage of a project's sales revenue, without any liability for production costs or capital expenditure. There are different reasons for the origination of a royalty ranging from land ownership to exploration rights; however, as a royalty company, our entitlement comes through purchasing existing royalty agreements or as a result of direct financial investment.
In the mining industry, most royalties endure for the life of the resource and are paid on a regular basis. Historically there have been different terms for royalties including Gross Revenue or Net Smelter Return Royalties, which are based on the gross sale price of the actual minerals mined. Our model is based around Gross Revenue or Net Smelter Return Royalties as they provide the best and clearest return.
Creating new royalties Our new royalty agreements tend to come from providing financing to mining operations, usually to help them progress a mine into production. We also develop royalty opportunities through our equity investments.
Acquiring existing royalties We buy existing royalty agreements, such as those owned by exploration companies who may have retained an interest in a mine they helped discover. Once acquired, royalty companies rarely sell their agreements.
Value of Royalties (£m) |
1 | 22414394_b0 | 22414394 | . If you wish to appoint the Chairman as one of your multiple proxies, simply write `the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope.
4.Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting. Where you appoint someone other than the Chairman as your proxy, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
5.The Form of Proxy above must arrive not later than 48 hours before the time set for the meeting at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA during usual business hours accompanied by any power of attorney or any other authority under which it is executed (if applicable).
6.A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
7.The `Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes `For' and `Against' a resolution.
8.Shares held in uncertified form (i.e. in CREST) may be voted through the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST manual. Please see the notice of meeting for more information on how to appoint/instruct proxies via CREST.
9.In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the firstnamed being the most senior).
10.If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
11.Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so.
Anglo Pacific Group PLC 17 Hill Street, Mayfair London W1J 5LJ United Kingdom
T +44 (0) 20 3435 7400 F +44 (0) 20 7629 0370
info@anglopacificgroup.com www.anglopacificgroup.com
|
1 | 22414394_b1 | 22414394 | , but must attend the meeting to represent you. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. The following options are available:
(a)To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy;
(b)To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words `the Chairman of the meeting (or)' and insert the name of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy; or
(c)To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and next to it the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you, otherwise the appointments will be invalid). Please also indicate by ticking the box overleaf if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write `the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope.
4.Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting. Where you appoint someone other than the Chairman as your proxy, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
5.The Form of Proxy above must arrive not later than 48 hours before the time set for the meeting at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA during usual business hours accompanied by any power of attorney or any other authority under which it is executed (if applicable).
6.A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
7.The `Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes `For' and `Against' a resolution.
8.Shares held in uncertified form (i.e. in CR |
1 | 22426731_0 | 22426731 | SERICA ENERGY PLC 2011
ANNUAL REPORT AND ACCOUNTS
Company Number: 5450950
- 1 -
CHAIRMAN'S REPORT
Dear Shareholder
2011 has been a year of positive change for Serica, a year during which the Company has disposed of its Indonesian exploration assets and has repositioned itself with a growing portfolio of properties in emerging new areas which we believe have great potential to build a thriving and exciting business.
The Company is now focussed on two business units - our UK North Sea and East Irish Sea business and our growing international exploration business. These two business units have significantly different characteristics but each has considerable unrealised value to be unlocked. Serica has the skill sets to exploit this potential and we expect to see considerable progress to this end in 2012.
UK Assets Our UK business is centred on the Columbus field discovered by Serica in 2006. Bringing that field onto production has been our main UK focus but has been frustrated over the past couple of years or so by the difficulties in reaching agreement with adjacent infrastructure holders. As a gas/gas condensate field it can only be produced if a transportation route for the gas can be accessed. We and our partners in the field have been working towards reaching agreement with BG, as operator of the adjacent Lomond platform, with the target for agreement being the first quarter of 2012. I am very pleased to be able to say that we have now, subject to final documentation, Board and partner approvals, concluded negotiations with BG which will allow us to sanction the project.
Serica, as the Columbus operator, submitted the Field Development Plan to the Department of Energy and Climate Change in June 2011 on behalf of all the Columbus partners. The Environmental Statement has also been submitted and has been approved. All of the basic engineering and design studies have been completed. With the final principles on cost sharing and transportation awaiting Board approvals and the Chancellor's recent announcement on field allowances improving Columbus economics, there is little to stand in the way of the project progressing and we are aiming for early sanction to enable first gas for end 2014/early 2015.
An independent review of reserves in the Columbus field has also been completed. As in past years this was conducted by Netherland Sewell & Associates ("NSAI") who interpret gross 2P Columbus reserves to be 16.7 million barrels of oil equivalent. These reserves are split between blocks 23/16f operated by Serica and 23/21 operated by BG. To be consistent with final cost |
1 | 22426731_1 | 22426731 | reaching agreement with BG, as operator of the adjacent Lomond platform, with the target for agreement being the first quarter of 2012. I am very pleased to be able to say that we have now, subject to final documentation, Board and partner approvals, concluded negotiations with BG which will allow us to sanction the project.
Serica, as the Columbus operator, submitted the Field Development Plan to the Department of Energy and Climate Change in June 2011 on behalf of all the Columbus partners. The Environmental Statement has also been submitted and has been approved. All of the basic engineering and design studies have been completed. With the final principles on cost sharing and transportation awaiting Board approvals and the Chancellor's recent announcement on field allowances improving Columbus economics, there is little to stand in the way of the project progressing and we are aiming for early sanction to enable first gas for end 2014/early 2015.
An independent review of reserves in the Columbus field has also been completed. As in past years this was conducted by Netherland Sewell & Associates ("NSAI") who interpret gross 2P Columbus reserves to be 16.7 million barrels of oil equivalent. These reserves are split between blocks 23/16f operated by Serica and 23/21 operated by BG. To be consistent with final cost sharing agreements between the participants in the blocks, NSAI have interpreted the percentage of reserves lying in Block 23/16f as 67% and interpret gross 2P Columbus reserves lying in Serica's Block 23/16f to be 11.2 million barrels oil equivalent, a net 5.6 million barrels to Serica. This reduction of 0.7 million barrels from last year's reported figures is due entirely to the adjusted split of reserves between the blocks.
There is considerable upside growth potential in our UK business. In Block 15/21g we are committed to drill a well to explore the possibility of an extension to the Spaniards discovery lying in the adjacent Block 15/21a (part). This is expected to start in the third quarter. Serica will have a 21% field interest in the event that this well is successful and the extension of Spaniards is proven.
Two further UK wells are planned in other blocks which are both operated by Serica. In East Irish Sea Block 113/27c, the Doyle prospect is ready to drill. Due to the proximity of this prospect to acreage offered in the recently announced 27th Licensing Round, we will probably wish to defer a decision on the well at least until applications for the Round are closed but |
1 | 22426731_2 | 22426731 | sharing agreements between the participants in the blocks, NSAI have interpreted the percentage of reserves lying in Block 23/16f as 67% and interpret gross 2P Columbus reserves lying in Serica's Block 23/16f to be 11.2 million barrels oil equivalent, a net 5.6 million barrels to Serica. This reduction of 0.7 million barrels from last year's reported figures is due entirely to the adjusted split of reserves between the blocks.
There is considerable upside growth potential in our UK business. In Block 15/21g we are committed to drill a well to explore the possibility of an extension to the Spaniards discovery lying in the adjacent Block 15/21a (part). This is expected to start in the third quarter. Serica will have a 21% field interest in the event that this well is successful and the extension of Spaniards is proven.
Two further UK wells are planned in other blocks which are both operated by Serica. In East Irish Sea Block 113/27c, the Doyle prospect is ready to drill. Due to the proximity of this prospect to acreage offered in the recently announced 27th Licensing Round, we will probably wish to defer a decision on the well at least until applications for the Round are closed but we are discussing the possibility of farming-out part of our holding in the block with parties who have expressed an interest in joining us. In the Northern North
- 2 -
Sea, Block 210/20a contains several clearly defined prospects and the Company plans to bring in a partner before drilling. We have a 100% interest in the block.
Serica received a boost at the year end with the award of two further UK licences under the delayed 26th Licensing Round. One of these, consisting of four part blocks surrounding the York gas field in the Southern North Sea, contains a number of low risk gas prospects. The licence is operated by Centrica who also operate the adjacent York field. The second licence, covering Block 110/8b in the East Irish Sea, holds a gas prospect lying just south of the Morecambe gas field operated by Centrica. We shall be undertaking work on both blocks in 2012.
In summary, Serica has a valuable business in the UK with reserves to be brought online and well defined prospects to be drilled. Reaching a conclusion on cost sharing and transportation allows us to develop Columbus, an important turning point for the Company, but it will still be a couple of years before we see production from the field. |
1 | 22426731_3 | 22426731 | we are discussing the possibility of farming-out part of our holding in the block with parties who have expressed an interest in joining us. In the Northern North
- 2 -
Sea, Block 210/20a contains several clearly defined prospects and the Company plans to bring in a partner before drilling. We have a 100% interest in the block.
Serica received a boost at the year end with the award of two further UK licences under the delayed 26th Licensing Round. One of these, consisting of four part blocks surrounding the York gas field in the Southern North Sea, contains a number of low risk gas prospects. The licence is operated by Centrica who also operate the adjacent York field. The second licence, covering Block 110/8b in the East Irish Sea, holds a gas prospect lying just south of the Morecambe gas field operated by Centrica. We shall be undertaking work on both blocks in 2012.
In summary, Serica has a valuable business in the UK with reserves to be brought online and well defined prospects to be drilled. Reaching a conclusion on cost sharing and transportation allows us to develop Columbus, an important turning point for the Company, but it will still be a couple of years before we see production from the field. We have therefore been investigating the possibility of acquiring UK production or to merge the Company's UK business with a business which brings UK production. Such steps would result in making the business far more efficient from the perspective of risk balance and help us to accelerate our drilling programme and unlock value. We shall continue to investigate the possibilities. In the meantime we are looking forward to developing Columbus and finally bringing it onto production.
Non-UK Assets We have also made great progress outside the UK during 2011. The sale in October of our exploration properties and operating subsidiaries in Indonesia has allowed us to reposition the Company's portfolio into new areas which we believe hold far greater potential. These efforts culminated late in the year with material awards being made to Serica in the Atlantic waters offshore Ireland and Namibia. Coupled with our existing acreage in Ireland and Morocco, these awards have given us a strong Atlantic margin presence for a company of Serica's size.
We now have the opportunity to build on this new exploration portfolio. Apart from an indirect interest in the Bream oil field in Norway, which is awaiting a development decision, and the direct holding that we retain in the producing Kambuna gas field in Indonesia, the major impact of our non-UK business lies in these potentially exciting |
1 | 22426731_b0 | 22426731 | 3.1
Probable developed
-
-
0.1
1.6
0.1
1.6
0.4
Probable undeveloped
0.7 10.4
-
-
0.7 10.4
2.5
At 31 December 2011
1.6 23.6
0.3
4.4
1.9 28.0
6.8
Proved and probable reserves are based on independent reports prepared by consultants RPS Energy (for the Kambuna Field in Indonesia) and Netherland, Sewell & Associates (for the Columbus Field in the UK North Sea) in accordance with the reserve definitions of the Canadian Oil and Gas Evaluation Handbook. Gas reserves at 31 December 2011 have been converted to barrels of oil equivalent using a factor of 6.0 bcf per mmboe for Western Europe (Columbus field reserves) on the basis of a nominal gas calorific value of 1,000 BTU per cubic foot and using a factor of 4.8 bcf per mmboe for Indonesia (Kambuna field reserves) on the basis of a nominal gas calorific value of 1,240 BTU per cubic foot.
Kambuna entitlement reserves The Group provides for amortisation of costs relating to evaluated properties based on direct interests on an entitlement basis, which incorporates the terms of Production Sharing Contracts in Indonesia. For Kambuna alone, proved plus probable reserves on an entitlement basis totalled 0.97 mmboe as at 31 December 2011 (2010: 1.51 mmboe). This was calculated in 2011 using a Kambuna forecast condensate price assumption of Brent + $2.33 (2010: Brent +$2.29) and gas prices in accordance with known contract terms.
With effect from 1 July 2011, the Group changed its accounting estimate basis to provide for the amortisation of costs for Kambuna to a proved reserves entitlement basis. For Kambuna alone, proved reserves on an entitlement basis totaled 0.61 mmboe as at 31 December 2011 (2010: 1.2 mmboe). This was calculated in 2011 using a Kambuna forecast condensate price assumption of Brent + $2.33 (2010: Brent +$2.29) and gas prices in accordance with known contract terms.
- 93 -
|
1 | 22426731_b1 | 22426731 |
Gas
mmbbl
bcf
Total Oil
mmbbl
Total Gas bcf
Total Oil & gas
mmboe
At 1 January 2011
1.8 26.8
0.6
7.0
2.4 33.8
8.3
Revisions Production
(0.2) -
(3.2) -
(0.1) (0.2)
0.5 (3.1)
(0.3) (0.2)
(2.7) (3.1)
(0.7) (0.8)
At 31 December 2011
1.6 23.6
0.3
4.4
1.9 28.0
6.8
Proved developed
-
-
0.2
2.8
0.2
2.8
0.8
Proved undeveloped
0.9 13.2
-
-
0.9 13.2
3.1
Probable developed
-
-
0.1
1.6
0.1
1.6
0.4
Probable undeveloped
0.7 10.4
-
-
0.7 10.4
2.5
At 31 December 2011
1.6 23.6
0.3
4.4
1.9 28.0
6.8
Proved and probable reserves are based on independent reports prepared by consultants RPS Energy (for the Kambuna Field in Indonesia) and Netherland, Sewell & Associates (for the Columbus Field in the UK North Sea) in accordance with the reserve definitions of the Canadian Oil and Gas Evaluation Handbook. Gas reserves at 31 December 2011 have been converted to barrels of oil equivalent using a factor of 6.0 bcf per mmboe for Western Europe (Columbus field reserves) on the basis of a nominal gas calorific value of 1,000 BTU per cubic foot and using a factor of 4.8 bcf per mmboe for Indonesia (Kambuna field reserves) on the basis of |
1 | 22431574_0 | 22431574 | FORACO INTERNATIONAL
2011 Annual Report
A Global Leader
Foraco International SA (TSX:FAR) is a world-class mineral drilling services company with extensive global experience that provides turnkey solutions for the mining and water segments. Foraco has grown to become the third largest global drilling services company in the world with a presence on all 5 continents in 22 countries. Supported by its values of integrity, innovation and involvement, Foraco has achieved a milestone year by celebrating 50 years in business in the drilling industry.
2 Foraco International SA · Annual Report 2011
INTEGRATED SOLUTIONS
Offering a modern drilling fleet, Foraco offers best-in-class safety standards and a versatile, well-trained international work force that has been tested worldwide in geologically complex formations and extreme natural terrain, often located in some of the most inaccessible regions of the world. Through extensive international drilling experience, Foraco's expertise specializes in engineering custom drill rigs and specific techniques to meet their customer's exact drilling requirements.
Foraco International SA · Annual Report 2011 3
Mining
The global demand for new mineral resources can only be met through the exploration, development and mining of new deposits, all of which require drilling. While drilling activity is most prolific during the exploration and feasibility stages of a mine project, a variety of drilling methods are required throughout the various stages of mine life. Foraco offers a diverse range of services that cater to specific project parameters ranging from ground conditions, hole diameter and depth, sample requirements, accessibility, water supply, environment, community and customers technical specifications, all around the world.
4 Foraco International SA · Annual Report 2011
» Reverse circulation » Diamond core » Rotary » Down-the-hole hammer » Direct circulation » Air core » Rotary air blast
Foraco International SA · Annual Report 2011 5
Water
While Foraco has been drilling water wells for almost 50 years, the technical drilling requirements continue to evolve. Larger, deeper wells are often the only way to get access to water or to ensure the proper dewatering of a mine, especially when water is the most crucial commodity to get access to, or to manage.
Foraco is shifting its focus towards the large diameter dewatering wells that are more frequently needed in the mining industry to protect the production facilities from flooding, and in the meantime to ensure this precious commodity is properly extracted and stored in a safe place.
Maintaining clean worksites and using environmentally |
1 | 22431574_1 | 22431574 | drilling activity is most prolific during the exploration and feasibility stages of a mine project, a variety of drilling methods are required throughout the various stages of mine life. Foraco offers a diverse range of services that cater to specific project parameters ranging from ground conditions, hole diameter and depth, sample requirements, accessibility, water supply, environment, community and customers technical specifications, all around the world.
4 Foraco International SA · Annual Report 2011
» Reverse circulation » Diamond core » Rotary » Down-the-hole hammer » Direct circulation » Air core » Rotary air blast
Foraco International SA · Annual Report 2011 5
Water
While Foraco has been drilling water wells for almost 50 years, the technical drilling requirements continue to evolve. Larger, deeper wells are often the only way to get access to water or to ensure the proper dewatering of a mine, especially when water is the most crucial commodity to get access to, or to manage.
Foraco is shifting its focus towards the large diameter dewatering wells that are more frequently needed in the mining industry to protect the production facilities from flooding, and in the meantime to ensure this precious commodity is properly extracted and stored in a safe place.
Maintaining clean worksites and using environmentally friendly techniques are standard practice at Foraco to recover, store and monitor groundwater down to one kilometer deep, making us one of the world's leaders in this field.
6 Foraco International SA · Annual Report 2011
» Reverse circulation » Rotary » Down-the-hole hammer » Direct circulation » Casing while drilling
Foraco International SA · Annual Report 2011 7
Main Facts
192 Drill Rigs
> 2,700 Employees
301.1 US$
Million Revenue FY 2011
73.3 US$
Million EBITDA FY 2011
24% of Revenue
Dividend declared (in per share): 0.053 in 2012*, (0.028 in 2011, 0.028 in 2010) * subject to the approval of the General Meeting to be held on April 16, 2012.
Global Outreach
Presence in 22 countries on 5 continents
NORTH AMERICA
Canada, United States, Mexico
SOUTH AMERICA
Argentina, Chile, Peru
EUROPE
France, Germany, England
8 Foraco International SA · Annual Report 2011
AFRICA
Burkina Faso, |
1 | 22431574_2 | 22431574 | friendly techniques are standard practice at Foraco to recover, store and monitor groundwater down to one kilometer deep, making us one of the world's leaders in this field.
6 Foraco International SA · Annual Report 2011
» Reverse circulation » Rotary » Down-the-hole hammer » Direct circulation » Casing while drilling
Foraco International SA · Annual Report 2011 7
Main Facts
192 Drill Rigs
> 2,700 Employees
301.1 US$
Million Revenue FY 2011
73.3 US$
Million EBITDA FY 2011
24% of Revenue
Dividend declared (in per share): 0.053 in 2012*, (0.028 in 2011, 0.028 in 2010) * subject to the approval of the General Meeting to be held on April 16, 2012.
Global Outreach
Presence in 22 countries on 5 continents
NORTH AMERICA
Canada, United States, Mexico
SOUTH AMERICA
Argentina, Chile, Peru
EUROPE
France, Germany, England
8 Foraco International SA · Annual Report 2011
AFRICA
Burkina Faso, Chad, Republic of Congo, Ivory Coast, Ghana, Guinea, Mali, Niger, Senegal
AUSTRALASIA
Australia, New Caledonia
Russia, Kazakhstan
Partnering Services Company
We help our customers answer 4 fundamental questions:
Do we have a deposit? Exploration & resources delineation
Can we mine it?
Geotechnical drilling
Can we process it?
Large diameter bulk sampling
What about water?
Water supply, monitoring, dewatering
...from project assessment phase to life of mine extension.
$ volume
FEASIBILITY STUDY
10 ×
PRE FEASIBILITY STUDY
1×
GRASSROOT
2 to 3 years
2 to 3 years
2 to 3 years
Water
Geotechnical
Exploration Metallurgical
Sampling
MINING CONSTRUCTION
LIFE OF MINE (LOM) EXTENSION
2 to 5 years
5 to 30 years
time
DRILLING ACTIVITY
Foraco International SA · Annual Report 2011 9
Financial Highlights
Remarkable Order Back |
1 | 22431574_3 | 22431574 | Chad, Republic of Congo, Ivory Coast, Ghana, Guinea, Mali, Niger, Senegal
AUSTRALASIA
Australia, New Caledonia
Russia, Kazakhstan
Partnering Services Company
We help our customers answer 4 fundamental questions:
Do we have a deposit? Exploration & resources delineation
Can we mine it?
Geotechnical drilling
Can we process it?
Large diameter bulk sampling
What about water?
Water supply, monitoring, dewatering
...from project assessment phase to life of mine extension.
$ volume
FEASIBILITY STUDY
10 ×
PRE FEASIBILITY STUDY
1×
GRASSROOT
2 to 3 years
2 to 3 years
2 to 3 years
Water
Geotechnical
Exploration Metallurgical
Sampling
MINING CONSTRUCTION
LIFE OF MINE (LOM) EXTENSION
2 to 5 years
5 to 30 years
time
DRILLING ACTIVITY
Foraco International SA · Annual Report 2011 9
Financial Highlights
Remarkable Order Backlog
400
350
300
$289
$80
250
$418 $124
$294
200
$209
Completed after 2011
150
Completed in 2011
100
To be completed after 2012 To be completed in 2012
50
0
Year end 2010
Year end 2011
$ MILLION
$ MILLION
Annual Revenue Growth
$301.1
300
CAGR= 31%
250
200
150
$102.6
100
$128.2
$119.4
$164.0
50
0
FY 2007 FY 2008 FY 2009 FY 2010 FY 2011
10 Foraco International SA · Annual Report 2011
Profitable Operations
In US$ Million
FY 2007
FY 2008
FY 2009
FY 2010
FY 2011
Revenue
102.6
128.2
119.4
164.0
301.1
EBITDA *
24.4
32.9
33.5
37.8
73.3
|
1 | 22431574_b0 | 22431574 | Foraco CI S.A Foremi S.A. Foraco Subsahara SA Foraco Senegal Foraco Niger S.A. Foraco Sahel Sarl Foraco Guinée Sarl Géo Ghana Ltd Foraco Congo Sarl Foraco Burkina Faso SA Foraco Peru SAC Foraco Chile SA Adviser Argentina SA Adviser Mexico SA Eastern Drilling Company Llc
Country of incorporation
France France France France France France Germany Canada New Caledonia Australia Ivory Coast Ivory Coast Chad Senegal Niger
Mali Guinea Ghana Congo Burkina Faso
Peru Chile Argentina Mexico Russia
Direct and indirect percentage of shareholdings n.a. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 51% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50%
Audited consolidated financial statements as of December 31, 2011
Foraco International SA · Annual Report 2011 69
NOTES:
70 Foraco International SA · Annual Report 2011
Shareholder Information
Corporate Head Office 26 Plage de L'Estaque 13016 Marseille, France T: +33.(0)4.96.15.13.60 www.foraco.com
F: +33.(0)4.96.15.13.61
Board of Directors Daniel Simoncini (Chairman) Jean-Pierre Charmensat Jean Paul Camus Bruno Chabas Warren Holmes Jorge Hurtado Gonzalo Van Wersch
Transfer Agent Computershare Trust Company of Canada 510 Burrard Street Vancouver, BC V6C 3B9
Auditors PricewaterhouseCoopers
Legal Counsel Fasken Martineau DuMoulin LLP
Market Data Shares of Foraco International S.A. are listed on the Toronto Stock Exchange under the symbol FAR
Investor Contact Sonia Tercas, Manager, Investor Relations Voice: 647 351 5483 Mobile: 647 822 6085 Email: tercas@foraco.com
Annual General Meeting April 16, 2012, at 10:00am 26, Plage de L'Estaque 13016 Marseille, France
Foraco International SA · Annual Report 2011 71
FORACO INTERNATIONAL
26 Plage de l'Estaque 13016 Marseille France
www.foraco.com
|
1 | 22431574_b1 | 22431574 | EVENTS AFTER THE BALANCE SHEET DATE
On March 2, 2012, the Company entered into a binding agreement to acquire a 51% shareholding in WFS Sondagem S.A. ("Servitec"), a Brazilian drilling service provider, for a predetermined price to be paid in cash and Company shares. As part of this agreement, the Company has an option to acquire and the current shareholders of Servitec have an option to sell the remaining 49% after three years at a price based on a formula principally taking into account EBITDA and net debt.
On March 5, 2012, the Board of Directors proposed a dividend payment of 0.053 per common share to be approved by shareholders at the Company's Annual General Meeting on April 16, 2012.
68 Foraco International SA · Annual Report 2011
Audited consolidated financial statements as of December 31, 2011
29. CONSOLIDATED SUBSIDIARIES
Subsidiaries
Foraco International S.A. Foraco SASU Géode International SASU Foraco Management SASU Foraco Resources SASU Forafrique International SASU Foraco Germany Foraco Canada Ltd. Foraco Pacifique SASU Foraco Australia Pty Ltd Foraco CI S.A Foremi S.A. Foraco Subsahara SA Foraco Senegal Foraco Niger S.A. Foraco Sahel Sarl Foraco Guinée Sarl Géo Ghana Ltd Foraco Congo Sarl Foraco Burkina Faso SA Foraco Peru SAC Foraco Chile SA Adviser Argentina SA Adviser Mexico SA Eastern Drilling Company Llc
Country of incorporation
France France France France France France Germany Canada New Caledonia Australia Ivory Coast Ivory Coast Chad Senegal Niger
Mali Guinea Ghana Congo Burkina Faso
Peru Chile Argentina Mexico Russia
Direct and indirect percentage of shareholdings n.a. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 51% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 50%
Audited consolidated financial statements as of December 31, 2011
Foraco International SA · Annual Report 2011 69
NOTES:
70 Foraco International SA · Annual Report 2011
Shareholder Information
Corporate Head Office 26 Plage de L'Estaque 13016 Marseille, France T: +33.(0 |
1 | 22453884_0 | 22453884 | 2 011 A N N U A L R E P O R T
SEA DSREAAGDORNAEGNOENRGEYNEINRGC.Y22001111AANNNNUUAALLRREEPPOORRTT
2 Financial and Operating Highlights 4 Chairman & CEO's Letter to Shareholders 8 Review of Operations 15 Management's Discussion & Analysis 38 Management's Report to Shareholders 39 Independent Auditors' Report 40 Consolidated Financial Statements
Notes to the
44 Consolidated Financial Statements 71 Corporate Information
Highlights:
· Increased 2011 operating netback by 92% to $17.5 million from $9.1 million in 2010;
· Funds flow from operations increased to $5.6 million from $1.6 million in 2010;
· Reduced operating costs by 12% in 2011 to $3.0 million ($7.62/bbl) from $3.4 million ($9.37/bbl) in 2010;
· Exited the year with cash and cash equivalents of $6.1 million and working capital of $11.9 million and $3.0 million of debt;
· Closed a 5-year senior secured borrowing base credit facility of US $50 million, with $20 million initially available;
· Increased 2P reserves in NW Gemsa by 450 bmoe; · Realized a net loss for 2011 of $12.8 million, due to
a $13.7 million impairment loss on the Company's Kom Ombo asset; · Achieved a drilling success rate of 88% in both of the Company's concessions; · Response to water flooding operations started in Al Amir SE field.
Subsequent to year-end: · Collected $4.0 million in outstanding accounts
receivable; · West Al Baraka#2 exploratory well was spud
on March 30, 2012, marking the beginning of a five well drilling program in the Kom Ombo Concession ; · Al Amir SE#11 St-1 production well is being completed and should be placed on stream soon. The well is expected to add significantly to the NW Gemsa Concession production.
HIGHLIGHTS
MESSAGE TO SHAREHOLDERS
Sea Dragon Energy
(SDX-TSX.V)
is primarily focused on Africa. Currently our activities are concentrated in Egypt, where we have interests in two large concessions with short and long-term potential. |
1 | 22453884_1 | 22453884 | , with $20 million initially available;
· Increased 2P reserves in NW Gemsa by 450 bmoe; · Realized a net loss for 2011 of $12.8 million, due to
a $13.7 million impairment loss on the Company's Kom Ombo asset; · Achieved a drilling success rate of 88% in both of the Company's concessions; · Response to water flooding operations started in Al Amir SE field.
Subsequent to year-end: · Collected $4.0 million in outstanding accounts
receivable; · West Al Baraka#2 exploratory well was spud
on March 30, 2012, marking the beginning of a five well drilling program in the Kom Ombo Concession ; · Al Amir SE#11 St-1 production well is being completed and should be placed on stream soon. The well is expected to add significantly to the NW Gemsa Concession production.
HIGHLIGHTS
MESSAGE TO SHAREHOLDERS
Sea Dragon Energy
(SDX-TSX.V)
is primarily focused on Africa. Currently our activities are concentrated in Egypt, where we have interests in two large concessions with short and long-term potential.
Our strategy also calls for gaining entry into other countries that offer significant potential and opportunities that would enhance the Company's growth within a reasonable timeframe.
Sallum
Mediterranean Sea
Matruh
Alexandria
Nile Delta
Catara Depression
Cairo
Minya
Gulf of Suez
Port Said
Suez Sinai
Dessert
NW GEMSA
Eastern Dessert
Nile River
EGYPT
Asyut Luxor
Red Sea KOM OMBO
Western Dessert
Aswan
100
200
300
400
500 KM
OPERATIONS
RESERVES SUMMARY
MD&A
FINANCIAL STATEMENTS
NOTES CORPORATE INFORMATION
AFRICA
0
Nile River
Kom Ombo
Aswan
KOM OMBO
NW Gemsa Concession
Geyad
Al Amir SE
Al Ola Development
Lease
NW GEMSA
1
FINANCIAL AND OPERATING
Highlights
The following table provides a summary of |
1 | 22453884_2 | 22453884 |
Our strategy also calls for gaining entry into other countries that offer significant potential and opportunities that would enhance the Company's growth within a reasonable timeframe.
Sallum
Mediterranean Sea
Matruh
Alexandria
Nile Delta
Catara Depression
Cairo
Minya
Gulf of Suez
Port Said
Suez Sinai
Dessert
NW GEMSA
Eastern Dessert
Nile River
EGYPT
Asyut Luxor
Red Sea KOM OMBO
Western Dessert
Aswan
100
200
300
400
500 KM
OPERATIONS
RESERVES SUMMARY
MD&A
FINANCIAL STATEMENTS
NOTES CORPORATE INFORMATION
AFRICA
0
Nile River
Kom Ombo
Aswan
KOM OMBO
NW Gemsa Concession
Geyad
Al Amir SE
Al Ola Development
Lease
NW GEMSA
1
FINANCIAL AND OPERATING
Highlights
The following table provides a summary of Sea Dragon's financial and operating results for the three and twelve month periods ended December 31, 2011 and 2010. Consolidated financial statements with Management's Discussion and Analysis ("MD&A") are available on the Company's website at www.seadragonenergy.com and on SEDAR at www.sedar.com.
$000's except per unit amounts
FINANCIAL Oil sales Royalties Direct operating costs Netback (1)
Net loss Cash and cash equivalents Cash and cash equivalents plus working capital Total assets Debt Shareholders' equity Capital expenditures Weighted average outstanding shares OPERATIONAL Oil Sales (bbl/d) Brent Oil Price (US$/bbl) Realized oil price (US$/bbl) Royalties (US$/bbl) Operating costs (US$/bbl) Netback (US$/bbl) DRILLING Gross wells (number of wells) Success rate (%)
Net wells (number of wells)
Success rate (%)
Three months ended December 31
2011
2010
Twelve months ended December 31
2011
2010
9,527 (4,713) (1,100) 3,714
(14,389) |
1 | 22453884_3 | 22453884 | Sea Dragon's financial and operating results for the three and twelve month periods ended December 31, 2011 and 2010. Consolidated financial statements with Management's Discussion and Analysis ("MD&A") are available on the Company's website at www.seadragonenergy.com and on SEDAR at www.sedar.com.
$000's except per unit amounts
FINANCIAL Oil sales Royalties Direct operating costs Netback (1)
Net loss Cash and cash equivalents Cash and cash equivalents plus working capital Total assets Debt Shareholders' equity Capital expenditures Weighted average outstanding shares OPERATIONAL Oil Sales (bbl/d) Brent Oil Price (US$/bbl) Realized oil price (US$/bbl) Royalties (US$/bbl) Operating costs (US$/bbl) Netback (US$/bbl) DRILLING Gross wells (number of wells) Success rate (%)
Net wells (number of wells)
Success rate (%)
Three months ended December 31
2011
2010
Twelve months ended December 31
2011
2010
9,527 (4,713) (1,100) 3,714
(14,389) 6,125 11,939
75,663 3,000 68,877 1,892 376,459
7,535 (3,683) (1,267) 2,585
(1,294) 14,751 15,670 83,687
78,412 5,545 375,867
41,901 (21,407) (3,007) 17,487
(12,838) 6,125 11,939
75,663 3,000 68,877 8,024 376,459
27,400 (14,871) (3,423)
9,106
(6,152) 14,751 15,670 83,687
78,412 56,633 326,252
991 109.38 104.54
51.72 12.07 40.75
995 87.34 82.34 40.23 13.85 28.26
1,082 111.28 106.15 54.23
7.62 44.30
1,001 80.33 75.02 40.70
9.37 24.95
2
9
|
1 | 22453884_b0 | 22453884 | transition adjustment explained in note 27.1 (a).
Restatement of cash flow statement from CGAAP to IFRS The restatement from CGAAP to IFRS had no significant effect on the reported cash flows generated by the Company. The reconciling items between CGAAP presentation and IFRS presentation have no net effect on the cash flows generated.
SEA DRAGON ENERGY 2011 ANNUAL REPORT
70
EXECUTIVE OFFICERS
Said Arrata P.Eng. Chairman and Chief Executive Officer
Tony Anton P.Eng. President and Chief Operating Officer
Olivier Serra Chief Financial Officer
Mike Zayat Senior Vice-President, Exploration
Ahmed Farid Moaaz Country Manager and Director
STOCK EXCHANGE LISTING
TSX Venture Exchange Symbol: SDX
Registrar and Transfer Agent Equity Financial Trust Company 200 University Avenue, Suite 400 Toronto, ON M5H 4H1 Canada Telephone: +(416) 361-0152 Fax: +(416) 361-0470
INDEPENDENT ENGINEERS
Ryder Scott Calgary, Alberta, Canada
Gaffney, Cline & Associates Hampshire, United Kingdom
AUDITORS PriceWaterhouseCoopers LLP Calgary, Alberta, Canada
INVESTOR RELATIONS
Brisco Capital Partners Corp. Suite 400, 505 - 8th Ave S.W. Calgary, Alberta, T2P 1G2 Telephone: (403) 262-9888 Fax: (403) 263-1339
SEA DRAGON'S OFFICE LOCATIONS
CANADA 255 - 5th Avenue S.W. Suite 2320 Calgary, Alberta Canada T2P 3G6 Telephone: +(403) 457-5035 FAX: +(403) 457-5420
Egypt Apt #1, Building #12, Al Nahda St., El-Maadi, Kornish El Nile Cairo, Egypt Telephone: +(20) 2 2358 2172 Fax: +(20) 2 2750 8534
france 17 square Edouard VII 75009 Paris, France Tel: +331 5343 9442 Fax: +331 5343 9393
CORPORATE INFORMATION
EMAIL: INFO@SEADRAGONENERGY.COM WWW.SEADRAGONENERGY.COM
71
www.seadragonenergy.com
|
1 | 22453884_b1 | 22453884 |
b
462
(462)
c
1,317
(49)
1,268
5,023
5,023
15,524
12,418
(2,977)
129
(3,175)
(3,175)
(6,152)
(3,046)
Other comprehensive income Foreign currency translation adjustment Total comprehensive loss for the year
(2,477) (8,629)
(2,477)
(5,523)
The following explains the material adjustments to the statement of comprehensive income/(loss) of the company. (a) Reduction in the depletion expense for the year as a result of the transaction adjustment explained in 27.2 (b). (b) Reduction in the expense recognized for the estimated fair value of the additional shares on the exercise of the special
warrants explained in note 27.2 (c). (c) Decrease in the cost of employee share options for the year as a result of the transition adjustment explained in note 27.1 (a).
Restatement of cash flow statement from CGAAP to IFRS The restatement from CGAAP to IFRS had no significant effect on the reported cash flows generated by the Company. The reconciling items between CGAAP presentation and IFRS presentation have no net effect on the cash flows generated.
SEA DRAGON ENERGY 2011 ANNUAL REPORT
70
EXECUTIVE OFFICERS
Said Arrata P.Eng. Chairman and Chief Executive Officer
Tony Anton P.Eng. President and Chief Operating Officer
Olivier Serra Chief Financial Officer
Mike Zayat Senior Vice-President, Exploration
Ahmed Farid Moaaz Country Manager and Director
STOCK EXCHANGE LISTING
TSX Venture Exchange Symbol: SDX
Registrar and Transfer Agent Equity Financial Trust Company 200 University Avenue, Suite 400 Toronto, ON M5H 4H1 Canada Telephone: +(416) 361-0152 Fax: +(416) 361-0470
INDEPENDENT ENGINEERS
Ryder Scott Calgary, Alberta, Canada
Gaffney, Cline & Associates Hampshire, United Kingdom
AUDITORS |
1 | 22467960_0 | 22467960 | Alexander Mining plc Annual Report & Accounts 2011
Commercialising breakthrough mineral processing technology
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 3
About Us
Alexander Mining plc is a mining and mineral processing technology company with a reputation for strong technical management, allied with financial markets expertise and experience.
It is quoted on AIM and the TSX Venture Exchange.
Company Overview
01 Highlights 02 Our Focus 04 Chairman's statement 06 CEO's Business Review 11 Our processing technology
Corporate Governance
16 Directors and Advisors 18 Corporate and social responsibility 20 Directors' report 23 Independent auditor's report
Financial Statements
24 Consolidated income statement 24 Consolidated statement of
comprehensive income 25 Consolidated balance sheet 26 Company balance sheet 27 Consolidated statement of cash flows 27 Company statement of cash flows 28 Consolidated statement of
changes in equity 29 Company statement of
changes in equity 30 Notes to the financial statements 45 Notice of Annual General Meeting
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 01
Highlights
· In South Africa - AmmLeach® copper/cobalt demonstration pilot plant established in collaboration with MC Process (Pty) Ltd. in Johannesburg.
· Pilot plant to be used for testing bulk representative samples from the Democratic Republic of Congo (`DRC') and elsewhere.
· First AmmLeach® plant in the world to showcase process in two circuits through to copper and cobalt cathode metal, compared with majority of DRC cobalt currently produced as an intermediate product.
· In the DRC - Patent for a Method of Ammoniacal Leaching granted and important progress with copper/cobalt opportunities.
· In Australia - Method for Leaching of a Copper-containing Ore patent granted plus favourable testwork for Altona Mining on samples from its Roseby copper project.
· In Turkey - Red Crescent Resources to investigate AmmLeach® technology for copper and zinc projects.
· In Guatemala - AmmLeach® second stage testwork discussions with Firestone Ventures.
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 02
Our Focus
The Company's activities are directed towards the objective of becoming a highly profitable and diversified mining technology company - worldwide. This will be achieved from the commercialisation of its proprietary MetaLeach® mineral processing technologies.
Copper Zinc Copper & Copper-Cobalt
|
1 | 22467960_1 | 22467960 | .
· Pilot plant to be used for testing bulk representative samples from the Democratic Republic of Congo (`DRC') and elsewhere.
· First AmmLeach® plant in the world to showcase process in two circuits through to copper and cobalt cathode metal, compared with majority of DRC cobalt currently produced as an intermediate product.
· In the DRC - Patent for a Method of Ammoniacal Leaching granted and important progress with copper/cobalt opportunities.
· In Australia - Method for Leaching of a Copper-containing Ore patent granted plus favourable testwork for Altona Mining on samples from its Roseby copper project.
· In Turkey - Red Crescent Resources to investigate AmmLeach® technology for copper and zinc projects.
· In Guatemala - AmmLeach® second stage testwork discussions with Firestone Ventures.
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 02
Our Focus
The Company's activities are directed towards the objective of becoming a highly profitable and diversified mining technology company - worldwide. This will be achieved from the commercialisation of its proprietary MetaLeach® mineral processing technologies.
Copper Zinc Copper & Copper-Cobalt
USA
Positive zinc oxide AmmLeach® testwork for Firestone Ventures in Nevada.
Mexico
Attractive zinc and copper opportunities identified and investigated.
Guatemala Positive zinc oxide AmmLeach® testwork for Firestone Ventures.
Peru Positive zinc oxide AmmLeach® testwork for Rio Cristal.
Chile Copper opportunities.
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 03
Our Focus continued
Key base metals regions for volume and growth.
· DRC Copperbelt · Central and South America
copper and zinc provinces
· Mining companies with high-acidconsuming copper, copper-cobalt and zinc carbonate/oxide operations
· Companies with undeveloped deposits
Turkey Red Crescent Resources to investigate AmmLeach® for zinc and copper projects.
Democratic Republic of Congo Important AmmLeach® copper/cobalt opportunities. Patent granted.
South Africa Patent granted. Demonstration pilot plant.
Australia
AmmLeach® copper patent granted.
Favourable testwork for Altona Mining.
Alexander Mining plc Annual Report & Accounts 2011
Company Overview 04
|
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