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May 15, 2008
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African Copper Q1 Results
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LONDON, UNITED KINGDOM--(Marketwire - May 15, 2008) - African Copper Plc (AIM:ACU)(TSX:ACU)(BOTSWANA:AFRICAN COPPER) -
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Period Ended 31 March 2008
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 three-month period ended 31 March 2008 compared with 31 March 2007. 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 15 May 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 will be beginning 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 ("AIM"), the Toronto Stock Exchange ("TSX") and the Botswana Stock Exchange ("BSX"). The ordinary shares trade on AIM and the TSX under the symbol "ACU", and on the BSX under the symbol "African Copper".
The Company's strategy is to grow as a base metal mining company and to provide above average returns to shareholders. Production at Mowana is expected to grow from an estimated 5,500 tonnes of copper in 2008 to an estimated 29,000 tonnes in 2012. Mowana has an estimated seven-year mine life in the open pit and it offers African Copper near-term production, with the potential for future expansion. African Copper intends to exploit this reserve while continuing to pursue exploration potential around and under the open pit, and in the Matsitama Belt.
The Company has a large land position in a favourable geological setting, which is relatively under explored at depth and laterally. There are three areas where exploration is being focused:
1. Near the Mowana Mine - a recent drill programme established mineralization south of the open pit.
2. Underground at Mowana - at this time 70% of the known estimated Mineral Resource base at Mowana lies outside of the open-pit boundary. This deeper predominantly sulphide mineralisation may potentially be used to supplement open-pit feed but must be extracted by underground methods.
3. In the 3000 km2 Matsitama Belt, the Company has 10 drill-ready and highly prospective targets identified in the greater Matsitama exploration area. In addition to the Thakadu deposit, the Company has also identified copper-gold, nickel-PGM, and zinc-lead-silver prospects worthy of further advanced exploration follow up.
MOWANA PROJECT DEVELOPMENT
The first quarter of 2008 concentrated on the completion of the construction programme. In April 2008, cold commissioning of the process facility started. Cold commissioning is on-going with a number of portions already complete. Hot commissioning of the crusher and mill facility is scheduled over the next week with first concentrate production expected shortly thereafter. The Company expects to ramp production upwards during June and July 2008 and expects to declare commercial production in the third quarter of 2008. Concentrate produced during commissioning will be stockpiled with first concentrate shipment due in July 2008. Completion of construction activities on site is expected in July 2008 with a hand-over from EPCM teams to operational teams. At 15 May 2008, there were 104 employees on site; all the senior positions filled and 55% of the junior staff has been hired.
Excellent progress has been made in the preparation of the open-pit for commercial mining activity. As of 12 May 2008, the stockpiles at Mowana consisted of 350,000 tonnes of material at 1% copper, including 132,000 tonnes grading 1.5% copper on the high grade stockpile. First fills of consumable supplies (reagents, grinding media etc) continue to arrive and be stored on-site.
PRODUCTION AND CASH COST FORECAST FOR MOWANA
The production and cash cost forecast for Mowana for the first five years has not changed from our previous guidance. Production in 2008 is lower because the plant will only operate during six months of the year. The Mowana Mine production plan contemplates processing the highest grade oxide ore directly through the dual oxide-sulphide flotation concentrator in 2008 and 2009 while stockpiling lower grade material for future processing through the DMS plant.
UNDERGROUND DEVELOPMENT
The Company's strategy is to commence mining at Mowana by extracting the open-pit reserve to provide initial production and cash flow. Since the majority of the Mowana resources are not contained within the open-pit limits, management has been investigating the integration of underground access to the remaining estimated resources. In 2007 a pre-feasibility study was commissioned to investigate the viability of an underground mine. DMS studies completed during 2007 showed that it would be possible to use bulk mining methods underground to extract mineralization and that this material could be upgraded prior to the introduction into the ball mill and flotation circuits. A complete mine layout was developed in late 2007 which encompassed multi-level development over the entire 2 kilometre strike extent of the known mineralization at Mowana to a depth of 850 metres.
The scope of this underground development was reduced in the first quarter of 2008 to examine the minimum cost required to establish trial mining in the north extensions of the ore zones between 125 and 200m below surface. The underground access to mineralization in this area is targeting an Indicated Mineral Resource of approximately 1.2 million tonnes grading 1.6% using a 0.7% cut-off over a 300 metre strike extent. The mineralized package in this selected area is over 50 metres wide, although at these cut-offs, the target zones are about 20 metres in true thickness. The ore zones are essentially vertical. Costing is essentially complete and is awaiting the final location of the portal access to finalize the capital requirement. Capital costs to establish trial mining operations should be available for release before the end of May 2008. The programme will take at least 18 months to establish access to the 200 metre level.
The merit of the underground mine is that it would allow the Company to access the large tonnage of resources that exist at Mowana, expand production and maximize the capacity in the processing plant. In addition, lateral deep multi-level horizontal development will facilitate optimal underground diamond drill locations for further evaluation and extension of the sulphide mineral resource estimate. Trial mining is required to establish extraction and dilution parameters and mining costs prior to making a full scale production decision.
SHORTAGE OF POWER IN SOUTHERN AFRICA
Early in 2008, South Africa experienced a number of power shortages. To date African Copper has not experienced any major impact due to these or any other power shortages.
The current shortages of power in South Africa are not expected to materially impact the Mowana operation directly. The Mowana Mine is not yet drawing sufficient power on a consistent basis to impact any usage in the country. Once production is established a significant use of power will be in the crushing system, but this only needs to be operational for 8 to 10 hours per day. The Company has the ability to run the crusher during off-peak times and alleviate this risk. At the same time, it is studying the power requirements with a view to sourcing additional backup standby generating capacity for contingency.
Power outages in South Africa have impacted suppliers in that country and their ability to provide components in a timely manner. It has been challenging to optimize piping and electrical cable deliveries over the first part of 2008. Nevertheless, the project remains on-track to establish production in Q2 of 2008.
Botswana intends to be self-sufficient in power by 2012 through expansions at its Government-owned coal mining and electrical generation facilities.
CONTINUED EXPLORATION
The Matsitama prospecting licences cover a very large area of 3,000 km2 highly prospective mineral holdings. These licences are contiguous with the Mowana deposit discussed above.
Work completed in 2007 identified further unexplored geochemical anomalies that have now been elevated to higher priority exploration targets. Drilling of these geochemical and geophysical targets commenced in the first quarter of 2008. Work during the quarter included 13 diamond drill holes covering over 3,300 metres of core, mostly in the Thakadu area. The geological mapping of drill core from Thakadu has led to new geological interpretations of the area. Drilling was essentially completed in late April, but no assays have been received to date.
The Matsitama Project boasts a wealth of systematic multidisciplinary exploration data that indicate substantial areas of highly prospective terrain especially for sediment-hosted copper and zinc deposits. Recent compilation work undertaken by the Company has brought several prospects outside of the Mowana and Thakadu-Makala deposits into focus as locations deserving substantial additional exploration attention. These areas include:
- The Gaokae nickel-PGM anomaly
- Nakalakwana Hill copper-gold targets
- Phute copper anomaly
- The 75-kilometre Lepashe Snake copper anomaly
Recent work included 3,000 geochemical samples from the Nakalakwana Hill area that were submitted for analysis in late 2007. The last of these results are expected to be returned in May 2008 from the independent laboratory. Based on the results of previous drilling and the results of geophysical and geochemical surveys, a new drill programme is expected to be proposed for this area for the second half of 2008.
Also in the first quarter, extensive geochemical programmes were completed at Gaokae (Ni-PGM) and the Lepashe Snake (Cu) anomalies. A drill programme is expected to commence at Gaokae in late May 2008.
Additional information with respect to the Matsitama Project is contained in a technical report dated 30 March 2006 entitled "Technical Report on the Dukwe Copper Project and Matsitama Prospecting Licences, Botswana, Africa", which is available under the Company's profile on SEDAR at www.sedar.com.
THE OUTLOOK FOR COPPER
Copper prices have been strong in 2008. While the demand for copper is being supported by strong growth in China and India, the industry is struggling to increase supply. Production forecasts worldwide for 2008 and beyond are being revised downwards because of project delays, falling ore grades, strikes, weather, shortages of sulphuric acid, changes in tax regimes and power shortages. With many of these factors having no short-term solutions long-term prices are being revised upwards and a number of market analysts are expecting that long-term prices will remain above their long-term average for the next few years.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements requires the Company to select from possible alternative accounting principles, and to make estimates and assumptions that determine the reported amounts of assets and liabilities at the balance sheet date, and reported costs and expenditures during the reporting period. Significant estimates and assumptions include those related to the recoverability of mineral properties, estimated useful lives of capital assets, stock compensation and financial instruments valuation assumptions and determination as to whether costs are expensed or deferred. While management believes that these estimates and assumptions are reasonable, actual result could vary significantly. A summary of the critical account estimates is listed below.
Resource Properties, Deferred Exploration and Mine Development Costs:
Exploration and evaluation costs arising following the acquisition of an exploration licence are capitalised on project-by-project basis, pending determination of the technical feasibility and commercial viability of the project. Upon demonstration of the technical and commercial feasibility of a project, any past deferred exploration and evaluation costs related to that project will be reclassified as mine development and infrastructure.
Capitalised deferred exploration expenditures are reviewed for impairment losses at each balance sheet date. In the case of undeveloped properties, there may be only inferred resources to form a basis for the impairment review. The review is based on a status report regarding the Company's intentions for development of the undeveloped property. The Company may periodically revise its valuation based on additional exploration results and determine that the carrying value of the property on the balance sheet is impaired. When such a change in estimate is made, there may be a material effect on the balance sheet and income statement.
Based on the fact that the Board approved development of the Mowana Mine Project in September 2006 the deferred exploration costs incurred to date on Mowana were reclassified as mine development and infrastructure costs and future general and administrative costs expensed. Mowana mine development and infrastructure costs comprise the largest component of the Company's non-current assets and as such the evaluation of impairment of these assets has a significant effect on the Company's financial statements. The assessment of the carrying value involves the study of geological and economic data (including resource estimates) and the reliance on a number of assumptions. These estimates of resources may change based on additional knowledge gained subsequent to the assessment. This may include additional data available from the continued development activities of the Mowana Mine Project, actual production data when available or the impact of economic factors such as changes in the price of copper or the cost of construction and development costs or the cost of components of production.
Asset Retirement Obligations:
Asset retirement obligations are future costs to retire an asset including dismantling, remediation and ongoing treatment and monitoring of the site. The liability is accreted over time through period charges to the Consolidated Income Statement. In addition, the asset retirement cost is capitalised as part of the asset's carrying value and amortized over the asset's useful life. Subsequent to the initial recognition of the asset retirement obligation and associated asset retirement cost, changes resulting from a revision to either timing or amount of estimated cash flows are prospectively reflected in the year those estimates change.
The Company estimates the total discounted amount of cash flows required to settle its asset retirement obligations at 31 March 2008 is Pounds Sterling 422,466. Although the ultimate amount to be incurred is uncertain, the independent Environmental Impact Statement, completed on the Mowana Mine by Water Surveys Botswana (Pty) Limited in September 2006, using an assumption that mining continues to 2023, estimated the undiscounted cost to rehabilitate the Mowana Mine site of 24.3 million Pula (Pounds Sterling 2 million).
Under the terms of the Mining Licence, by the end of the first financial year in which copper is produced and sold, the Company must establish a trust fund to provide for rehabilitation of the Mowana Mine site once the mine closes. The Company will annually make contributions to this fund over the life of the mine so that these capital contributions together with the investment income earned will cover the anticipated costs. At the end of each financial year, the Company will reassess the estimated remaining life of mine as well as the cost to rehabilitate the mine site and adjust its annual contributions accordingly.
Derivative Financial Instruments:
The Company uses derivative financial instruments, in particular copper put contracts, to manage financial risks associated with their underlying business activities and the financing of those activities. Derivative financial instruments are measured at their fair value. Financial assets and liabilities are recognised on the balance sheet when the Company has become party to the contractual obligations of the instrument. Derivative financial instruments, which are not effective hedges, are measured at fair value, with the movement in fair value being recognized in the consolidated income statement for the period. Movements in the fair value of derivative financial instruments which are considered effective hedges are recognised directly in equity.
Share Based Payments:
The Company is required to charge the Consolidated Income Statement with the fair value of the options issued. This calculated charge amount is not based on historical cost, but is derived based on assumptions input into an option pricing model. The model requires that management make several assumptions as to future events, including: an estimate of the average future hold period of issued stock options before exercise, expiry or cancellation; future volatility of the Company's share price in the expected hold period (using historical volatility as a reference); and the appropriate risk-free rate of interest. The resulting value calculated is not necessarily the value of which the holder of the option could receive in an arm's length transaction, given there is no market for the options and they are not transferable. The value derived from the option pricing model is highly subjective and dependent entirely upon the input assumptions made. The fair value of the option is either expensed or capitalised as a deferred exploration cost depending on the nature of the employee services received.
OVERALL FINANCIAL PERFORMANCE
For the three-month period ended 31 March 2008, the Company recorded a net loss of Pounds Sterling 1,055,656 (0.74p), compared with Pounds Sterling 179,234 (0.14p) in the year earlier first quarter. As evidenced in the following table, the increased loss was the result of lower bank interest receivable, higher Botswana administration costs and higher foreign exchange losses during the three-month period ended 31 March 2008 compared to three-month period ended 31 March 2007.
----------------------------------------------------------------------------
Three-month Three-month
period ended period ended
31 March 31 March
2008 2007
Pounds Sterling Pounds Sterling
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Bank interest receivable (474,632) (703,675)
Corporate G&A, consultants, salaries
and benefits 151,653 275,547
Botswana G&A, consultants, salaries
and benefits 223,511 49,859
Insurance 8,307 35,842
Directors fees 16,900 16,950
Investor relations and public company
administration 80,922 69,586
Travel, accommodation 83,568 44,306
Professional fees 151,924 76,261
Depreciation - 16,330
Share based compensation 15,380 221,610
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732,165 806,291
Foreign exchange loss 798,123 76,618
----------------------------------------------------------------------------
Net loss 1,055,656 179,234
----------------------------------------------------------------------------Bank interest receivable:
Bank interest receivable for the first quarter of fiscal 2008 decreased to Pounds Sterling 474,632 from Pounds Sterling 703,675 in the first quarter of fiscal 2007. The lower bank interest receivable related to lower average cash balances throughout the current year quarter compared to the previous year's first quarter as funds continued to be utilized for the Mowana Mine construction programme.
Corporate general and administration, consultants, salaries and benefits:
During the first quarter of fiscal 2008, the Company incurred a total of Pounds Sterling 151,653 (2007: Pounds Sterling 275,547) in corporate salaries, general and administrative expenses. The decrease was primarily related to a severance amount of Pounds Sterling 127,200 paid during the first quarter of fiscal 2007 to D. Jones pursuant to a termination agreement between the Company and D. Jones as part of the planned succession as D. Jones moved from the CEO role to Deputy Chairman, making way for J. Hamilton to move from the COO role to CEO.
Botswana general and administration, salaries and benefits:
During the first quarter of 2008, Botswana general administration and salary costs increased to Pounds Sterling 223,511 compared to Pounds Sterling 49,859 for the same period in 2007. In anticipation of commercial production commencing at the Mowana Mine, general and administration costs increased substantially. Expenditures on new people and infrastructure were incurred establishing finance, human resource and safety and health departments.
Investor relations and public company administration:
Investor relations and public company administration costs increased to Pounds Sterling 80,922 for the three-month period ended 31 March 2008 compared with Pounds Sterling 69,586 in the same period in 2007. Increased costs were incurred for a number of outside investor relations services during the first quarter of 2008.
Travel and accommodation:
Travel, accommodation, and conference costs increased to Pounds Sterling 83,568 during the first quarter of 2008 compared to Pounds Sterling 44,306 in the first quarter of 2007. The increases were the result of increased corporate activity and travel related to the development of the Mowana Mine.
Professional fees:
Professional fees increased to Pounds Sterling 151,924 during the three-month period ended 31 March 2008 compared to Pounds Sterling 76,261 in the previous year's quarter. The increase was primarily related to costs paid to a third party consulting firm which provided organizational systems design, reporting structures and implementation services for the Mowana Mine.
Share-based compensation:
Share based compensation expenses for the three-month period ended 31 March 2008 of Pounds Sterling 15,380 (2007: Pounds Sterling 221,610) are non-cash expenses and reflect the derived value of stock options vested during the quarter. An additional amount of Pounds Sterling 21,313 (2006: Pounds Sterling 106,737) was recorded during the first quarter of 2008 as a non-cash expenditure to deferred exploration costs as the grant of options was made to personnel whose compensation is capitalized to the relevant deferred exploration property. During the first quarter of 2008 no options were granted (2007: 200,000). The fair value calculated of stock options when granted is amortized to the Income Statement over the period in which the options vest.
Foreign exchange:
During the three-month period ended 31 March 2008, the Company recorded a foreign exchange loss of Pounds Sterling 798,123 compared to a loss of Pounds Sterling 76,618 during the same period in 2007. The Company has foreign currency exposure with respect to items denominated in foreign currencies. The Company holds and transacts business in multiple currencies, the most significant of which are British Pounds Sterling ("Sterling"), Botswana Pula ("Pula"), South African Rand ("Rand"), Canadian Dollar and US Dollar. As a result, the Company has exposure with respect to items denominated in foreign currencies.
The Pounds Sterling 798,123 foreign exchange loss recorded for the three-month period ended March 31, 2008 was primarily due to foreign exchange losses on foreign currency cash balances of Rand held to finance planned Rand denominated expenditures for the Mowana Mine development. During the first quarter of 2008 the Rand progressively weakened relative to Sterling. Based on rates provided by the Bank of England the Rand/Sterling exchange rate at 31 December 2007 was 13.6014 compared to 16.1633 at 31 March 2008.
The Pula is considered the functional currency for the Company's Botswana subsidiaries. Accordingly, assets and liabilities of the Botswana subsidiaries are translated into Sterling using the exchange rates in effect at the balance sheet dates. Translation gains and losses are included in a separate component of shareholders' equity. During the three-month period ended 31 March 2008 the foreign exchange translation gain recognized in shareholders' equity was Pounds Sterling 5 million compared to the translation loss of Pounds Sterling 0.8 million during the three-month period ended 31 March 2007. During the first quarter of 2008 the Pula weakened relative to Sterling. Based on rates provided by the First National Bank of Botswana the Pula/Sterling exchange rate at 31 December 2007 was 12.0023 compared to 13.1845 at 31 March 2008.
CAPITAL EXPENDITURES
The most significant ongoing investing activities during the three-month period ended 31 March 2008 were expenditures for the development, pre-strip mining and construction of the Mowana Mine. In addition, capital was also spent for exploration programmes at the Matsitama Project and in areas surrounding the Mowana Mine.
Mowana Mine - mining development and infrastructure and mine plant and equipment
Construction and pre-strip mining activities at the Mowana Mine accelerated with expenditures totalling Pounds Sterling 9.6 million (2007:Pounds Sterling 3.7 million) during the three-month period ended 31 March 2008. These expenditures were offset by depreciation of Pounds Sterling 69,467 and foreign exchange losses of Pounds Sterling 4.3 million. The foreign exchange loss was the result of translating to Sterling the accumulated mining development, infrastructure and mine plant and equipment balances that are denominated in Pula in the Botswana subsidiary accounts. (See Foreign Exchange under the Overall Financial Performance section of this MD&A).
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For the Three-month For the Three-month
period ended period ended
31 March 2008 31 March 2007
Pounds Sterling '000 Pounds Sterling '000
----------------------------------------------------------------------------
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Balance at beginning of period: 48,248 13,963
General yard and site work 818 2,720
Process plant 1,453 463
Owners cost 302 55
Geology - 224
Mining 5,118 -
Capital WIP 324 -
Ancillary facilities 909 -
Share-based expenses 21 90
Fixed assets 549 170
Depreciation (69) (19)
Asset retirement obligation 83 -
Foreign exchange (4,257) (387)
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Ending balance 53,499 17,279
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----------------------------------------------------------------------------Mowana Mine - deferred exploration expenditures
The Company spent Pounds Sterling 186,680 (2007: Pounds Sterling 78,490) during the three-month period ended 31 March 2008 on preparing an underground pr-feasibility study and exploration activities in the area surrounding the Mowana Mine in the Mowana prospecting licence area. Work during the quarter included diamond drilling at the prospect to the south (within the structure hosting mineralization), further compilation and interpretation of geophysical surveys, geochemical orientation surveys and surface prospecting in the vicinity of geochemical anomalies.
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For the Three-month For the Three-month
period ended period ended
31 March 2008 31 March 2007
Pounds Sterling '000 Pounds Sterling '000
----------------------------------------------------------------------------
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Opening balance 413 28
Geological and geophysical 7 30
Drilling and Assay 94 -
Underground prefeasibility 90 -
Administration 9 29
Salaries 23 20
Foreign exchange (36) (1)
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Ending balance 600 106
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----------------------------------------------------------------------------Matsitama Exploration Project - deferred exploration expenditures
The Company spent Pounds Sterling 226,653 (2007: Pounds Sterling 280,908) during the three-month period ended 31 March 2008 on exploration activities in the Matsitama prospecting licence area. The foreign exchange loss of Pounds Sterling 344,227 was the result of translating to Sterling the accumulated Matsitama exploration expenditures that are denominated in Pula in the Botswana subsidiary accounts (See Foreign Exchange under the Overall Financial Performance section of this MD&A).
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For the Three-month For the Three-month
period ended period ended
31 March 2008 31 March 2007
Pounds Sterling '000 Pounds Sterling '000
----------------------------------------------------------------------------
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Beginning Balance 3,909 1,980
Drilling 76 65
Assay 9 24
Geological - 20
Geophysical - 93
Site management and logging - 45
Depreciation capitalized 5 3
Administration 137 109
Share-based expenses - 23
Foreign exchange (344) (103)
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Ending balance 3,792 2,261
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----------------------------------------------------------------------------SUMMARY OF QUARTERLY RESULTS
The following table sets out selected financial data on the Company for the most recently completed eight quarters, which data has been prepared in accordance with applicable IFRS:
----------------------------------------------------------------------------
Q1 Q4 Q3 Q2
31 March 31 Dec. 30 Sept. 30 June
2008 2007 2007 2007
(Pounds (Pounds (Pounds (Pounds
Sterling) Sterling) Sterling) Sterling)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest revenues (474,632) (701,279) (795,500) (785,736)
Net loss /(gain)after tax 1,055,656 146,811 (393,693) (49,761)
Basic loss/(earnings)
per ordinary share 0.74p 0.11p (0.28)p (0.04)p
Diluted loss /(earnings)
per ordinary share 0.74p 0.11p (0.26)p (0.04)p
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----------------------------------------------------------------------------
----------------------------------------------------------------------------
Q1 Q4 Q3 Q2
31 March 31 Dec. 30 Sept. 30 June
2007 2006 2006 2006
(Pounds (Pounds (Pounds (Pounds
Sterling) Sterling) Sterling) Sterling)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Interest revenues (703,675) (653,176) (660,398) (239,461)
Net loss /(gain)after tax 179,234 1,521,716 679,851 (254,523)
Basic loss/(earnings)
per ordinary share 0.14p 1.17p 0.53p (0.36)p
Diluted loss /(earnings)
per ordinary share 0.14p 1.17p 0.53p (0.36)p
----------------------------------------------------------------------------
----------------------------------------------------------------------------Please review the discussion under the heading "Overall Financial Performance" in this MD&A for an explanation of the financial results and exchange gains/losses and related period-to-period changes for the three month period ended 31 March 2008.
Fluctuations in the Company's expenditures reflect increases in administrative costs and professional fees associated with seasonal corporate filing and regulatory activities. Specifically, the increased costs related to the preparation of year-end audit files and annual meeting materials, as well as the impact of year-end audit adjustments to financial statements.
LIQUIDITY AND CAPITAL RESOURCES
At 31 March 2008, the Company's main sources of liquidity until the Mowana Mine reaches commercial production and produces positive cash flow were its cash and cash equivalents of Pounds Sterling 18.3 million (31 December 2007 - Pounds Sterling 22.4 million), debt and project finance alternatives, equity markets and the possible exercise of share options.
On 4 April 2008, Messina Copper (Botswana) (Pty) Ltd ("Messina"), African Copper's 100% owned subsidiary, completed Pula 150.0 million (Pounds Sterling 11.4 million) notes from local Botswana institutions (the "Botswana Bond"). The Botswana Bond is denominated in Pula and is an unsecured fixed rate note that bears interest at 14.0% per annum and has a bullet maturity in 7 years. On 8 February 2008 the Company also raised approximately Pounds Sterling 5 million in additional equity as part of the finalization of a comprehensive off-take agreement for the Mowana Mine concentrates. To provide the Company with operational flexibility management has been considering the establishment of a revolving working capital and hedging facility for the Mowana Mine. Based on discussions with several Botswana institutions the Company is considering offering additional notes with similar terms to the Botswana Bond as an alternative to the working capital facility that requires the Company to commit to restrictive covenants and hedging requirements.
The Company has sufficient financial resources to commence production at the Mowana Mine and adequate working capital for the foreseeable future, being a period of not less than twelve months from 31 March 2008. In the event of cost overruns or delays, management believes the Company has adequate flexibility to manage expenditures.
Management intends to complete development of the open pit mining operations with the addition of a DMS plant to the processing plant (planned operational in 2010), further evaluate developing the underground portion of the mine at Mowana and continue with the Matsitama exploration project. With existing working capital and potential additional note offerings similar to the Botswana Bond, the Company does not anticipate that further equity financings will be required and anticipates that any future capital commitments for the underground project at the Mowana Mine may be met by project finance. Should project finance not be available to fund the underground project the Company would, however, consider raising capital in the equity markets based on current market conditions at the time, and, in any event, the Mowana open-pit mining operations can be operated without the underground project being pursued. The copper price on world markets is the single most important variable affecting the liquidity, cash flow and profitability of the Mowana Mine once it reaches commercial production.
The majority of the Company's current contractual obligations relate to commitments in respect of development expenditures for the completion of construction at the Mowana Mine and possible termination payments to the mining contractor at the Mowana Mine should the Company terminate the mining contract early. As described above, Messina was required to secure the Bank Guarantee in support of certain payment obligations in the mining contract. (See Note 5 of the 1st Quarter 2008 Financial Statements - Other Non-Current Assets).
At 31 March 2008, commitments under such agreements total Pounds Sterling 12 million:
----------------------------------------------------------------------------
Contractual Total Pounds 2008 Pounds 2009 Pounds 2010 Pounds
Obligations Sterling '000 Sterling '000 Sterling '000 Sterling '000
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Goods, services
and equipment (a) 7,658 7,658 - -
Mining contract (b) 3,055 3,055 - -
Matsitama
exploration
licences (c) 1,062 885 176 1
Lease
agreements (d) 228 145 55 28
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12,003 11,743 231 29
----------------------------------------------------------------------------
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(a) The Company and its subsidiaries have a number of agreements with
arms-length third parties who provide a wide range of goods and services
and equipment. The primary commitments relate to the engineering,
procurement, construction and management contract ("EPCM") for the
construction of the flotation concentrator and related housing and
mine facilities at the Mowana Mine.
(b) In the event of the optional termination of the Moolman Mining Botswana
(Pty) Ltd. mining contract by the Company, a maximum early termination
payment of approximately Pounds Sterling 2.6 million, which payment may
be reduced, depending upon the number of months notice given, to Pounds
Sterling nil upon 6 months notice, together with demobilization charges
would be payable.
(c) Under the terms of the Company's prospecting licences Matsitama is
obliged to incur certain minimum expenditures.
(d) The Company has entered into agreements for lease premises for various
periods until 30 August 2009.In conjunction with the off-take agreement signed for the Mowana Mine concentrates, MRI Trading AG subscribed for 7,284,000 ordinary shares at a subscription price of Pounds Sterling 0.70 per ordinary share. The private placement closed on 8 February 2008.
At 31 March 2008, outstanding share options and underwriter's options represented a total of 11,215,000 ordinary shares issuable for maximum aggregate proceeds of Pounds Sterling 8,646,550 if and when exercised.
PROPOSED TRANSACTIONS
There are no proposed assets or business acquisitions or dispositions before the Board for consideration.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has not entered into any off-balance sheet transactions.
TRANSACTIONS WITH RELATED PARTIES
The Company was charged Pounds Sterling 19,755 (2007 - Pounds Sterling 20,867) for the three-month period ended 31 March 2008 by the Summit Resource Management Limited, a company controlled by D. Jones, a director and the Deputy Chairman of the Company, for the provision of fully-serviced office accommodation in Canada and reimbursed expenses. Accounts payable at 31 March 2008 were Pounds Sterling 1,588 (2007 - Pounds Sterling 2,620). The services are provided under a one year contract that expires on 1 September 2008.
The Company entered into an agreement with Pickax International Corp. ("Pickax") and Joseph Hamilton on 1 July 2006 pursuant to which Pickax agreed to cause Joseph Hamilton to provide services to the Company, in the capacity of Chief Operating Officer. The agreement replaced an existing executive services agreement on materially the same terms and conditions and was subsequently amended to reflect Mr. Hamilton's appointment as Chief Executive Officer of the Company. During the term of the agreement, Pickax will be paid Pounds Sterling 164,800 per year. The Company was charged Pounds Sterling 41,200 (2007: Pounds Sterling 41,200) during the three-month period ended 31 March 2008 by Pickax. Pickax is a corporation controlled by Joseph Hamilton, the Chief Executive Officer and a director of the Company.
These related party transactions were in the normal course of operations and were measured at the exchange amounts.
RISKS
The exploration for and exploitation of natural resources are speculative activities that involve a high degree of risk. The following risk factors should be considered in assessing the Company's activities. Should any one or more of these risks occur, it could have a material adverse effect on the business, prospects, assets, financial position or operating results of the Company. The risks noted below do not necessarily comprise all those faced by the Company. Additional risks not currently known to the Company or that the Company currently deems would not likely influence an investor's decision to purchase securities of the Company may also impact the Company's business, prospects, assets, financial position or operating results.
The Company currently depends significantly on a single project, the Mowana Mine
The Company's activities are focused primarily on the Mowana Mine. Any adverse changes or developments affecting this project would have a material and adverse effect on the Company's business, financial condition, results of operations and prospects.
Copper price volatility may affect the production, profitability, cash flow and financial position of the Company
The Company's revenues, if any, are expected to be derived from the extraction and sale of copper concentrate. The price of copper has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond the Company's control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. In recent years, the price of copper has been affected by changes in the worldwide balance of copper supply and demand, largely resulting from economic growth and political conditions in China and other major developing economies. While this demand has resulted in higher prices for copper in recent years, if Chinese economic growth slows, it could result in lower prices for copper. The effect of these factors on the price of copper, and therefore the current or future economic viability of any of the Mowana Mine and any other of the Company's projects, cannot accurately be predicted. Any material decrease in the prevailing price of copper for any significant period of time would have an adverse and material impact on the economic evaluations contained in this MD&A and on the Company's results of operations and financial conditions, as well as the economic viability of the Projects.
The development of the Mowana Mine into commercial operation on time and budget and its economic viability cannot be guaranteed
In general, development projects have no operating history upon which to base estimates of future cash operating costs. For development projects such as the Mowana Mine, estimates of mineral resources and mineral reserves are, to a large extent, based upon the interpretation of geological data obtained from drill holes and other sampling techniques and feasibility studies. This information is used to calculate estimates of the capital costs and cash operating costs based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions and other factors.
Operating costs are dependent on the costs of various reagents, supplies, spares and labour. While open pit mining costs can sometimes be better estimated than underground mining costs, they are also very dependent on fuel, tyre and maintenance costs, foreign currency exchange rates and availability of skilled labour.
There can be no assurance that the Company will be able to complete the development of the Mowana Mine on time or on budget due to, among other things, changes in the economics, the scope of the pre-stripping and the size of the open pit, delays in the delivery and installation of plant and cost overruns.
There can be no assurance that the current personnel, systems, procedures and controls will be adequate to support the Company's operations. Should any of these events occur, it would have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
The capital and operating cost estimates for the Mowana Mine are estimates only and may not reflect the actual capital and operating costs incurred by the Company
There can be no assurance that final capital cost for the construction of the flotation concentrator and related facilities at the Mowana Mine will not be greater than estimated. In addition, there can be no assurance that the actual mining costs incurred by the Company will not be greater than estimated. Previous capital and operating cost estimates include supplies and inputs, the cost of which the Company has little control over. These include, but are not limited to, transportation and handling charges, the cost of fuel, the cost of electricity, labour costs, reagent costs, smelter charges, the price of construction materials including steel, and the cost of mining equipment and spares. A material increase in one or more of these supplies and inputs may materially increase the actual capital and/or operating costs incurred by the Company. Any material increase may cause the Mowana Mine to become economically unviable or delay the development of the project, either of which would have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
No assurance can be given that additional capital, if required, will be available at all or available on terms acceptable to the Company
The Company may require additional financing for the addition of a DMS plant to the processing plant and to continue with the Matsitama exploration project. In addition, the Company will require additional financing for the development of the underground portion of the mine at Mowana. Failure to obtain such financing, and/or sufficient financing for continuing open pit operations, the exploration and development of the Matsitama Exploration Project, or the underground project or any future projects, may result in a suspension of operations or delay or indefinite postponement of exploration, development or production on such properties or even a loss of a property interest. The Company's only sources of additional funds currently available until the Mowana Mine reaches commercial production are its current cash balances, possible exercise of share options, project finance alternatives including additional notes on the same terms as the Botswana Bond and a working capital facility and the equity markets. Additional financing may not be available when needed or if available, the terms of such financing might not be favourable to the Company and might involve substantial dilution to existing shareholders.
The Company may not issue further notes on terms similar to the Botswana Bond or obtain a working capital and hedging facility
There is no assurance that the Company will be able to issue further notes on terms similar to the Botswana Bond or obtain a working capital facility as referred to in the "Liquidity and Capital Resources" section of this MD&A. In addition, if a working capital facility is established by the Company, or any similar debt or project financing is entered into by the Company, the Company expects that lenders will require that the Company commit to: restrictive covenants regarding its business and financial operations; hedge some or all of the production from the Mowana Mine; meet certain financial tests during the term of the working capital facility; provide security over all or substantially all of the assets of the Company, including its rights to the Mowana Mine and the proceeds of sales of copper and/or copper concentrate mined from the Mowana Mine deposit; and restrict cash distributions by the Company until such time as the principal amount of the working capital facility and related facilities, if any, is repaid in full; each of which will have a restrictive impact on the ability of the Company to manage its business, operations and cash flows, and will materially limit the Company's ability to pay dividends to holders of ordinary shares. The failure of the Company to comply with any such restrictions may result in a lender enforcing its security over the assets of the Company, which would have a material adverse impact on the Company. Such restrictions, including any hedging programme, may also limit the Company's ability to benefit from increases in the price of copper, which would have a material impact on the Company's cash flows and results of operations.
Future production will be subject to the normal risks of mining operations
The Company's future mining operations are subject to all of the hazards and risks normally incidental to exploration, development and the production of copper.
The Company's future mining activities may be subject to prolonged disruptions due to weather conditions, hazards such as unusual or unexpected geologic formations, flooding or other conditions that may be encountered in the drilling and removal of material. There may be a higher than normal risk of sourcing and hiring suitably trained plant management, operating and maintenance staff and these people may not be readily available in Botswana or not otherwise easily employed from within the Southern Africa region. This situation could also be impacted by delays in obtaining necessary work and other labour permits to allow expatriate expertise to be utilized to the extent necessary.
The Company's copper concentrate will require smelting, and such smelting capacity may not be available or may adversely affect project economics
The production from the Mowana Mine is expected to be in the form of copper concentrate which would be treated at third-party smelters. The availability of smelter capacity is not guaranteed and costs of such treatment may adversely affect the economic viability of such production.
The Company relies on key personnel and its management team and outside contractors (including those in Botswana), and the loss of one or more of these persons may adversely affect the Company
The Company's business is dependent on retaining the services of a small number of key personnel of the appropriate calibre as the business develops. The Company has entered into employment agreements with certain of its key executives. The success of the Company is, and will continue to be, to a significant extent, dependent on the expertise and experience of the directors and senior management and the loss of one or more could have a materially adverse effect on the Company.
The Company will rely heavily on sub-contractors to build, run and maintain the Mowana Mine. The failure of a sub-contractor to perform properly its services to the Company could delay or frustrate mining operations, and have a materially adverse effect on the Company.
Foreign investments and operations are subject to numerous risks associated with operating in foreign jurisdictions
The Company conducts its operations through foreign subsidiaries, and substantially all of its assets are held in such entities. Accordingly any limitation on the transfer of cash or other assets between the parent corporation and such entities, or among such entities, could restrict the Company's ability to fund its operations efficiently. Any such limitations, or the perception that such limitations may exist in the future, could have a material and adverse impact on the Company's business, financial condition, and operations.
In addition, operating in foreign jurisdictions exposes the Company to the effects of political, economic or other risks, including changes in foreign laws (whether arbitrary or not), expropriation or nationalization of property, risks of loss due to civil strife, acts of war, insurrection or terrorism (including the effects of such acts which occur in neighbouring states), cancellation or renegotiation of contracts or the inability to enforce legal rights in the foreign jurisdiction.
Government regulations may have an adverse effect on the Company
The Company, its subsidiaries, its business and its operations are subject to various laws and regulations. The costs associated with compliance with such laws and regulations may cause substantial delays and require significant cash and financial expenditure, which may have a material adverse effect on the Company's business, financial condition, results of operations, and prospects and, in particular, the development of the Mowana Mine.
The Company's operations and its ability to hold various mineral rights require licences, permits and authorizations and, in some cases, renewals of existing licences, permits and authorisations from various governmental and quasi-governmental authorities. The Company believes that it currently holds or has applied for all necessary licences, permits and authorisations to carry on the activities that it is currently conducting and to hold the mineral rights it currently holds under applicable laws and regulations in effect at the present time, and also believes that it is complying in all material respects with the terms of such licences, permits and authorisations. However, the Company's ability to obtain, sustain or renew such licences, permits and authorisations on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable governmental and quasigovernmental bodies and there can be no assurance that the Company will be able to obtain, sustain or renew any such licences, permits or authorisations on acceptable terms or at all.
Currency fluctuations may adversely affect the costs that the Company incurs in its operations
Copper is sold throughout the world, principally in US Dollars. The Company's costs are incurred primarily in Botswana Pula, and to a lesser extent in British Pounds Sterling, South African Rand and Canadian Dollars. Changes in the currency exchange rates of the US Dollar against the any of these currencies may affect the actual capital and operating costs of the Projects and will affect the results presented in the Company's financial statements and cause its financial position to fluctuate. As well, such fluctuations may affect the cash flow that the Company hopes to realise from its operations. Accordingly, the Company will be exposed to exchange rate fluctuations which could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
Further, there is no guarantee that the Government of Botswana will not impose restrictions on the convertibility of and obligations to remit and convert to local currency in future. Such fluctuations in foreign currency or restrictions on the convertibility of and obligations to remit and convert to the currency of Botswana could have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
The prevalence of HIV/AIDS in Botswana may adversely impact the Company's proposed mining operations
The per capita incidence of the HIV/AIDS virus in Botswana has been estimated as being one of the highest in the world, according to public sources. As such, HIV/AIDS remains the major healthcare challenge faced by Botswana and the Company's operations in the country. If the number of new HIV/AIDS infections in Botswana continues to increase and if the Government of Botswana imposes more stringent obligations on employers related to HIV/AIDS prevention and treatment, the Company's operations in Botswana and its profitability and financial condition could be adversely affected.
Insurance and uninsured risks
Although the Company maintains liability insurance against certain risks in an amount that it considers consistent with industry practice for a corporation in the development stage, the nature of these risks is such that liabilities could exceed policy limits or could be excluded from coverage, in which event the Company could incur significant costs that could have a material adverse effect upon the Company's business, financial condition and/or results of operation. As well, there are risks against which the Company cannot insure or against which it may elect not to insure. The potential costs that could be associated with any liabilities not covered by insurance which may be taken out or in excess of insurance coverage may cause substantial delays and require significant capital outlays, adversely affecting the Company's financial condition and/or results of operation.
The Company will require significant additional insurance to cover operating risks, as applicable. There can be no assurance that such insurance will be available or that the terms and costs of such insurance will not adversely affect the anticipated profitability of the Mowana Mine and, therefore, the Company's business, financial condition and/or results of operation.
The Company has no operating history and a history of losses and there can be no assurance that the Company will ever be profitable
The Company has no mineral properties from which any ore has ever been extracted and sold and its ultimate success will depend on its ability to generate cash flow from producing properties in the future. The Company has not earned profits to date and there is no assurance that it will do so in the future.
The success of current and future exploration activities cannot be assured
The exploration and development of mineral deposits involves significant financial risks over a prolonged period of time, which even a combination of careful evaluation, experience and knowledge cannot eliminate. While discovery of a mineral structure may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenditure may be required to establish mineral reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that pre-feasibility studies or full feasibility studies on the projects or the current or proposed exploration programmes for the Projects will ever result in the discovery of an economically viable mineral deposit or in a profitable commercial mining operation.
Whether a copper deposit will be commercially viable depends on a number of factors, some of which are the particular attributes of the deposit, such as its size and grade, proximity to infrastructure, financing costs and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, importing and exporting of copper and environmental protection. The effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Projects not being, or ceasing to be, viable, which would have a material adverse effect on the Company's business, financial condition, results of operations and prospects.
The Company may not be able to effectively manage its growth
The Company's ability to support the anticipated growth of its business will be substantially dependent upon, among other things, it successfully increasing and applying additional resources to support its activities. There is no assurance that the Company will be able to manage any future expansion successfully, and any inability to do so would have a material adverse effect on the Company.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents, receivables, payables and accrued liabilities, some of which are denominated in Sterling, Pula, and Rand, United States dollars and Canadian dollars. These accounts are recorded at cost which approximates their fair value at each reporting period end value in Sterling. The Company experiences financial gains or losses on these accounts as a result of foreign exchange movements against Sterling. The Company is exposed to currency risk related to the exploration and development expenditures on its Mowana and Matsitama projects since it settles the majority of these expenditures either in local currency Pula or Rand. These expenditures are negatively impacted by increases in value of either Pula or Rand versus Sterling. As mine development costs are incurred and purchase commitments made for the development of the Mowana Mine in 2008, the Company may acquire Pula and Rand or use derivative positions to lock in these costs in Sterling, if it believes it prudent to do so.
The Company has placed its cash and cash equivalents in short-term liquid deposits or investments which provide a revised rate of interest upon maturity.
DISCLOSURE OF OUTSTANDING SHARE DATA
The following details the share capital structure as of the date of this MD&A.
----------------------------------------------------------------------------
Expiry date Exercise price Number Number
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Ordinary common
shares 146,858,957
Share purchase
options 23 September 2014 Pounds Sterling 0.35 500,000
12 November 2014 Pounds Sterling 0.76 675,000
5 January 2015 Pounds Sterling 0.76 1,500,000
14 March 2015 Pounds Sterling 0.76 90,000
12 November 2015 Pounds Sterling 0.76 240,000
1 August 2016 Pounds Sterling 0.775 6,860,000
11 September 2016 Pounds Sterling 0.775 400,000
30 November 2016 Pounds Sterling 0.775 200,000
29 December 2016 Pounds Sterling 0.775 750,000 11,215,000
---------
---------FORWARD-LOOKING STATEMENTS
This MD&A contains "forward-looking information". Forward-looking information includes, but is not limited to, statements concerning mineral resource estimates, information with respect to the future price of copper, results of mining operations, mining extraction and recovery rates at the Mowana Mine Project, estimates of production of copper at the Mowana Mine Project, including the anticipated production profile for the first five years of mining, the potential for future expansion of the Mowana Mine Project, estimations of the life of the Mowana Mine Project, the expected levels of ore on the stockpiles at the Mowana Mine Project, expected timing of the commissioning of the process plant, the expected success of exploration activities under the open pit at the Mowana Mine Project and in the Matsitama Belt, use of Mineral Resources underground at the Mowana Mine Project to supplement open-pit feed, the merit of an underground mine at the Mowana Mine Project, Botswana's energy self-sufficiency, the potential of the Thakadu deposits, government regulation of mining operations and exploration, availability of notes with the same terms as the Botswana Bond and a working capital facility and project finance for the underground project at the Mowana Mine Project, expected number of employees and staff at the time of commercial production, expectations concerning the timing of concentrate, the timing of the completion of construction at the Mowana Mine project and hand-over from EPCM teams to operational teams, plans concerning the evaluation of mineral resource potential to the south of the open pit at the Mowana Mine Project, the use of derivative positions and the impact of exchange rates and other statements which are not historical facts.
In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "should", "might" or "will be taken", "occur" or "be achieved" and include the negative variation of such phrases.
With respect to forward-looking information contained in this MD&A, the Company has made assumptions regarding, among other things, the Company's ability to generate sufficient cash flow from operations and access existing credit facilities and capital markets to meet its future obligations, the regulatory framework in Botswana with respect to, among other things, permits, licenses, authorizations, royalties, taxes and environmental matters, and the Company's ability to obtain qualified staff and equipment in a timely and cost-efficient manner to meet the Company's demand.
Although the Company believes that its expectations reflected in forward-looking information are reasonable, such forward-looking information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or the Company's projects in Botswana, or any of them, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, risks related to failure to convert estimated mineral resources to reserves, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future prices of copper, unexpected increases in capital or operating costs, possible variations in mineral resources, grade or recovery rates, failure of equipment or processes to operate as anticipated, accidents, labour disputes and other risks of the mining industry, delays in obtaining governmental consents, permits, licences and registrations or financing or in the completion of development or construction activities, political risks arising from operating in Africa, uncertainties relating to the availability and costs and availability of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices and uninsured risks, as well as those factors discussed under "Risks" in this MD&A.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained herein, unless stated otherwise, is made as of the date of this MD&A and the Company makes no responsibility to update them or to revise them to reflect new events or circumstances, except as required by law.
The mineral resource and mineral reserve figures referred to in this MD&A are estimates and no assurances can be given that the indicated levels of minerals will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that the resource and reserve estimates referred to in this MD&A are well established, by their nature resource and reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company. Due to the uncertainty that may be attached to inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource as a result of continued exploration.
Additional information about the risks and uncertainties of the Company's business is provided in its disclosure materials, including its Annual Information Form, available under the Company's profile on SEDAR at www.sedar.com.
AFRICAN COPPER PLC
UNAUDITED CONSOLIDATED FINANCIAL INFORMATION
Three Months ended 31 March 2008
Expressed in Pounds Sterling
The accompanying Financial Information for the three months ended 31
March 2008 and 31 March 2007 have not been audited nor reviewed by the
Company's Auditors and has an effective date of 15 May 2008.
African Copper Plc
Consolidated Income Statement
For the three months ended 31 March 2008
(Unaudited)
----------------------------------------------------------------------------
Three Months ended
31 March
2008 2007
Pounds Sterling '000 Pounds Sterling '000
----------------------------------------------------------------------------
Administrative expenses (718) (568)
Share based expenses (15) (222)
Depreciation - (16)
Exchange loss (798) (77)
----------------------------------------------------------------------------
Operating loss (1,531) (883)
Finance income
Bank interest receivable 475 704
----------------------------------------------------------------------------
Loss before and after tax (1,056) (179)
----------------------------------------------------------------------------
Basic loss per ordinary share (0.74)p (0.14)p
The accompanying notes are an integral part of these consolidated financial
statements.
African Copper Plc
Consolidated Balance Sheets
----------------------------------------------------------------------------
As at As at
31 March 31 December
(unaudited) (audited)
2008 2007
Note Pounds Sterling '000 Pounds Sterling '000
----------------------------------------------------------------------------
ASSETS
Property, plant and
equipment 3 53,499 48,248
Deferred exploration
costs 4 4,392 4,322
Other financial assets 5 3,793 4,167
----------------------------------------------------------------------------
Total non-current assets 61,684 56,737
----------------------------------------------------------------------------
Other receivables
and prepayments 2,248 1,903
Derivative financial
assets 6 441 1,841
Cash and cash
equivalents 18,260 22,428
----------------------------------------------------------------------------
Total current assets 20,949 26,172
----------------------------------------------------------------------------
Total assets 82,633 82,909
----------------------------------------------------------------------------
----------------------------------------------------------------------------
EQUITY
Issued share capital 7 1,468 1,396
Share premium 81,973 76,947
Acquisition reserve 4,485 4,485
Foreign currency
translation reserve (6,211) (1,207)
Hedging reserves (2,212) (812)
Retained losses (5,862) (4,843)
----------------------------------------------------------------------------
Total equity 73,641 75,966
----------------------------------------------------------------------------
LIABILITIES
Asset retirement
obligation 9 422 464
----------------------------------------------------------------------------
Total non-current
liabilities 422 464
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Trade and other
payables 8,570 6,479
----------------------------------------------------------------------------
Total current
liabilities 8,570 6,479
----------------------------------------------------------------------------
Total equity and
liabilities 82,633 82,909
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
African Copper Plc
Consolidated Statement of Changes in Shareholders' Equity
----------------------------------------------------------------------------
Foreign
Currency
Acquis- Trans-
Share Share ition lation Hedging Retained Total
Capital Premium Reserve Reserve Reserve Loss Equity
Pounds Pounds Pounds Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling Sterling Sterling Sterling
'000 '000 '000 '000 '000 '000 '000
----------------------------------------------------------------------------
Balance at
1 January
2007 1,305 69,844 4,485 (1,979) - (5,687) 67,968
Foreign
exchange
adjustments - - - (813) - - (813)
----------------------------------------------------------------------------
Total
recognized
expense
recognized
directly
in equity - - - (813) - - (813)
----------------------------------------------------------------------------
Loss for
the period - - - - - (179) (179)
----------------------------------------------------------------------------
Total
recognised
loss for
the period - - - (813) - (179) (992)
New share
capital
subscribed 7 156 - - - - 163
Credit
arising on
share
options - - - - - 328 328
----------------------------------------------------------------------------
Balance at
31 March
2007 1,312 70,000 4,485 (2,792) - (5,538) 67,467
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Foreign
exchange
adjustments - - - 1,585 - - 1,585
Fair value
loss on
cash flow
hedge
instruments - - - - (812) - (812)
----------------------------------------------------------------------------
Total
recognized
income and
expense
recognized
directly
in equity - - - 1,585 (812) - 773
----------------------------------------------------------------------------
Gain for
the period - - - 1,585 (812) 295 (1,068)
----------------------------------------------------------------------------
Total
recognized
gain for
the period - - - - - 295 295
New share
capital
subscribed 84 7,353 - - - - 7,437
Share issue
costs - (406) - - - - (406)
Credit
arising on
share
options - - - - - 400 400
----------------------------------------------------------------------------
Balance at
31 December
2007 1,396 76,947 4,485 (1,207) (812) (4,843) 75,966
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Foreign
exchange
adjustments - - - (5,004) - - (5,004)
Fair value
loss on
cash flow
hedge
instruments - - - - (1,400) - (1,400)
----------------------------------------------------------------------------
Total
recognized
expense
recognized
directly
in equity - - - (5,004) (1,400) - (6,404)
----------------------------------------------------------------------------
Loss for
the period - - - (5,004) (1,400) (1,056) (7,460)
----------------------------------------------------------------------------
Total
recognized
loss for
the period - - - - - (1,056) (1,056)
New share
capital
subscribed 72 5,026 - - - - 5,098
Credit
arising
on share
options - - - - - 37 37
----------------------------------------------------------------------------
Balance at
31 March 2008 1,468 81,973 4,485 (6,211) (2,212) (5,862) 73,641
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements
African Copper Plc
Consolidated Cash Flow Statement
Three months ended
31 March
2008 2007
Note Pounds Sterling '000 Pounds Sterling '000
----------------------------------------------------------------------------
Cash flows from
operating activities
Administration expenses (718) (568)
Share based expenses (15) (222)
Depreciation - (16)
----------------------------------------------------------------------------
Operating loss from
continuing operations (733) (806)
Decrease/(increase)
in receivables (345) 163
Increase in payables 34 9
Share based payment
expense 15 222
Depreciation - 16
----------------------------------------------------------------------------
Cash used in
operating activities (1,029) (396)
----------------------------------------------------------------------------
Interest received 475 704
----------------------------------------------------------------------------
Net cash (outflow)/
inflow from
operating activities (554) 308
----------------------------------------------------------------------------
Cash flows from
investing activities
Payments to acquire
property, plant and
equipment 3 (7,466) (3,957)
Payments of deferred
exploration
expenditures 4 (449) (440)
----------------------------------------------------------------------------
Net cash outflow
from investing
activities (7,915) (4,397)
----------------------------------------------------------------------------
Cash flows from
financing activities
Issue of equity share
capital, net of
issue costs 7 5,099 -
Issue of equity upon
exercise of options - 163
----------------------------------------------------------------------------
Net cash inflow from
financing activities 5,099 163
----------------------------------------------------------------------------
Net decrease in cash
and cash equivalents (3,370) (3,926)
Cash and cash
equivalents at
beginning of the
period 22,428 53,254
Exchange loss (798) (77)
----------------------------------------------------------------------------
Cash and cash
equivalents at end
of the period 18,260 49,251
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements1. Nature of operations, going concern and adequacy of project finance
African Copper Plc ("African Copper" or the "Company") is a public limited company incorporated and domiciled in England and listed on the AIM market of the London Stock Exchange, the Toronto Stock Exchange and the Botswana Stock Exchange. African Copper is a holding company of a mineral exploration and development group of companies (the "Group"). The Group is involved in the exploration and development of copper deposits in Botswana and is currently developing its first copper mine at the Mowana Mine and is conducting an exploration programme at the Matsitama Project. The Mowana Mine is located in the northeastern portion of Botswana and the Matsitama Project is contiguous to the southern boundary of the Mowana Mine.
On 4 April 2008, Messina Copper (Botswana) (Pty) Ltd ("Messina"), African Copper's 100% owned subsidiary, raised BWP150.0 million (Pounds Sterling 11.4 million) from local Botswana institutions (the "Botswana Bond"). The Botswana Bond is denominated in Botswana Pula and is an unsecured fixed rate note that bears interest at 14.0% per annum and has a bullet maturity in 7 years. On 8 February 2008 the Company also raised approximately Pounds Sterling 5 million in additional equity as part of the finalization of a comprehensive off-take agreement for the Mowana Mine concentrates. To provide the Company with operational flexibility management has been considering the establishment of a revolving working capital and hedging facility for the Mowana Mine. Based on discussions with several Botswana institutions the Company is considering offering additional notes with similar terms to the Botswana Bond as an alternative to the working capital facility that requires the Company to commit to restrictive covenants and hedging requirements.
The Board has reviewed the detailed financial mine plan and consider that with the additional financial resources secured and the nearness of anticipated production, the Company has sufficient financial resources to commence production at the Mowana Mine and adequate working capital for the foreseeable future, being a period of not less than twelve months from the date of signing these financial statements. In the event of operational cost overruns or delays, they believe the Company has adequate flexibility to manage expenditures. The Directors therefore consider it appropriate to prepare these financial statements on a going concern basis.
As more fully explained in Management's Discussion and Analysis management intend to complete development of the open pit mining operations with the addition of a DMS plant to the processing plant, further evaluate developing the underground portion of the mine at Mowana and continue with the Matsitama exploration project. Further project finance may be required to complete these and if the Company is unable to secure the further finance required, the Company may not be able to fully develop these projects and their carrying values and the investment of the parent company may become impaired.
The address of African Copper's registered office is 100 Pall Mall, St James's London SW1Y 5HP. These consolidated financial statements have been approved for issue by the Board of Directors on 15 May 2008.
2. Basis of Preparation
The accounting policies and methods of computation used in the preparation of the unaudited consolidated financial information are the same as those described in the Company's audited consolidated financial statements and notes thereto for the year ended 31 December 2007 and are consistent with the principles of International Financial Reporting Standards ("IFRS") and its interpretations adopted by the International Accounting Standards Board ("IASB"), which are the same as those adopted by the European Union. In the opinion of management, the accompanying interim financial information includes all adjustments considered necessary for fair and consistent presentation of financial statements. These interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes for the year ended 31 December 2007.
The financial information presented for the twelve months ended 31 December 2007 has been derived from the Group's audited financial statements for the period as filed with the Registrar of Companies. It does not constitute the financial statements for that period. The auditors' report on the statutory financial statements for the year ended 31 December 2007 was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985.
3. Property, Plant and Equipment
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Group Mine Mine
Development Plant
and and Other
Infrastructure Equipment Assets Total
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000
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Cost
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Balance at 1 January 2007 13,259 387 467 14,113
Additions 32,376 - 2,204 34,580
Exchange adjustments (150) (5) (6) (161)
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Balance at 31 December 2007 45,485 382 2,665 48,532
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Balance at 1 January 2008 45,485 382 2,665 48,532
Additions 8,876 - 552 9,428
Exchange adjustments (3,926) (35) (166) (4,127)
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Balance at 31 March 2008 50,435 347 3,051 53,833
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Depreciation and impairment losses
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Balance at 1 January 2007 - - (149) (149)
Depreciation charge for the year - - (137) (137)
Exchange adjustments - - 2 2
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Balance at 31 December 2007 - - (284) (284)
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Balance at 1 January 2008 - - (284) (284)
Depreciation charge for the period - - (74) (74)
Exchange adjustments - - 24 24
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Balance at 31 March 2008 - - (334) (334)
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Carrying amounts
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Balance at 1 January 2007 13,259 387 318 13,964
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Balance at 31 December 2007 45,485 382 2,381 48,248
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Balance at 1 January 2008 45,485 382 2,381 48,248
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Balance at 31 March 2008 50,435 347 2,717 53,499
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4. Deferred exploration costs
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Pounds Sterling '000
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Cost
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Balance at 1 January 2007 2,007
Additions 2,347
Exchange adjustments (32)
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Balance at 31 December 2007 4,322
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Balance at 1 January 2008 4,322
Additions 449
Exchange adjustments (379)
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Balance at 31 March 2008 4,392
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----------------------------------------------------------------------------Impairment loss
During the period the Company did not recognize any provision for impairment against any of its deferred exploration assets
5. Other Non-Current Assets
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31 March 31 December
2008 2007
Group Pounds Sterling '000 Pounds Sterling '000
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Bank guarantee 3,793 4,167
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50 million Botswana Pula has been lodged in favour of Moolman Mining
Botswana (Pty) Ltd. ("Moolman") under the terms of a bank guarantee. As part
of the Moolman 5-year mining contract (the "Contract") for the Mowana Mine
in Botswana, the Company's subsidiary was required to obtain a bank
guarantee in support of certain payment obligations in the Contract. Within
21 days of Moolman receiving final payment of all monies owing under the
Contract the payment guarantee ceases.
6. Derivative Financial Assets
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31 March 31 December
2008 2007
Company and Group Pounds Sterling '000 Pounds Sterling '000
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Copper put contracts
designated as a cash flow hedge 441 1,383
Copper put contracts
designated as fair value
through income statement - 458
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Total Derivative Financial Assets 441 1,841
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7. Share Capital
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No. of shares Pounds Sterling '000
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Authorised
At 31 December 2005 and 31
December 2006
Ordinary shares of 1p each 495,000,000 4,950
Redeemable preference shares
of Pounds Sterling 1 each 50,000 50
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Issued:
Balance at 1 January 2007 130,507,185 1,305
Ordinary shares issued on
private placement 8,367,772 84
Ordinary shares issued on
exercise of options 700,000 7
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Balance at 31 December 2007 139,574,957 1,396
Ordinary shares issued on
Private placement 7,284,000 73
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Balance at 31 March 2008 146,858,957 1,469
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----------------------------------------------------------------------------Shares issued
During 2007, a total of 9,067,772 ordinary shares were issued for net cash consideration of Pounds Sterling 7,194,078 from the following:
(i) On 29 March 2007 a total of 700,000 ordinary shares were issued for net cash consideration of Pounds Sterling 163,961 from the exercise of 350,000 share options to purchase ordinary shares of the Company at Can$0.25 each and 350,000 share options to purchase ordinary shares of the Company at 35p each. These share options were options originally granted under the Mortbury Limited option plan.
(ii) On 25 June 2007, a total of 8,367,772 ordinary shares were issued at a price of 11 Botswana Pula (approximately Pounds Sterling 0.89 and C$1.89) per ordinary share, raising total gross proceeds of 92,045,492 Botswana Pula (approximately Pounds Sterling 7.4 million). The Company paid a capital raising fee in cash to Capital Corporate Finance (Pty) Ltd. (Gaborone, Botswana) equal to 5% (exclusive of taxes) of the proceeds raised pursuant to the private placement.
On 8 February 2008, a total of 7,284,000 ordinary shares at a price of Pounds Sterling 0.70 per ordinary shares, raising total net proceeds of Pounds Sterling 5,098,800. This private placement was completed as part of the finalization of a comprehensive off-take agreement for the Mowana Mine concentrates.
8. Share based payments
African Copper has established a share option scheme with the purpose of motivating and retaining qualified management and to ensure common goals for management and the shareholders. Under the African Copper share plan each option gives the right to purchase one African Copper ordinary share. For options granted the vesting period is generally up to three years. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Company. In 2005 all options were granted at 76p and in 2006 and 2007 all options were granted at 77.5p.
As at 31 March 2008, ordinary share options held by directors and employees were as follows:
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Weighted average
Outstanding remaining Exercisable
Exercise price Number of contractual Number of
(Pounds Sterling) Options life (years) Options
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0.35 500,000 6.48 500,000
0.76 2,505,000 6.84 2,485,000
0.775 8,210,000 8.39 6,923,331
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11,215,000 9,908,331
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----------------------------------------------------------------------------During the periods ended 2008 and 2007, director and employee stock options were granted, exercised and cancelled as follows:
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Weighted average
exercise price in
Pounds Sterling
per share Options
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At 1 January 2007 0.73 13,319,872
Granted 0.775 200,000
Forfeited 0.77 (1,404,872)
Exercised 0.23 (700,000)
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At 31 December 2007 0.76 11,415,000
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Granted - -
Forfeited 0.775 (200,000)
Exercised - -
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At 31 March 2008 0.75 11,215,000
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Exercisable at the end of the period 0.75 9,908,331The total expense in respect of share based payments for the period was Pounds Sterling 36,693 (2007: Pounds Sterling 328,346), of which Pounds Sterling 15,380 (2007:Pounds Sterling 221,610) was recorded as an expense in the income statement and Pounds Sterling 21,313 (2007: Pounds Sterling 106,737) was capitalised as part of deferred exploration costs.
9. Asset retirement obligations
The Company estimates the total discounted amount of cash flows required to settle its asset retirement obligations at 31 March 2008 is Pounds Sterling 422,466 (2007 - Pounds Sterling nil). Although the ultimate amount to be incurred is uncertain, the independent Environmental Impact Statement, completed on the Mowana Mine by Water Surveys Botswana (Pty) Limited in September 2006, using an assumption that mining continues to 2023, estimated the undiscounted cost to rehabilitate the Mowana Mine site of 24.3 million Botswana Pula.
Under the terms of the Mining Licence, by the end of the first financial year in which copper is produced and sold, the Company must establish a trust fund to provide for rehabilitation of the Mowana Mine site once the mine closes. The Company will annually make contributions to this fund over the life of the mine so that these capital contributions together with the investment income earned will cover the anticipated costs. At the end of each financial year the Company will reassess the estimated remaining life of mine as well as the cost to rehabilitate the mine site and adjust its annual contributions accordingly.
10. Commitments
The majority of the Company's contractual obligations relate to commitments in respect of development expenditures for the completion of construction at the Mowana Mine and termination payments to the mining contractor at the Mowana Mine should the Company terminate the mining contract early. In respect of this mining contract, the Company's subsidiary was required to obtain a bank guarantee in support of certain payment obligations in the mining contract. (See Note 5 - Other Non-Current Assets). At 31 March 2008 the Company's subsidiary holds a bank guarantee of Pounds Sterling 3.8 million (50 million Botswana Pula) in respect of these payment obligations.
At 31 March 2008, commitments under such agreements total Pounds Sterling 12 million:
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Contractual Obligations
Total 2008 2009 2010
Pounds Pounds Pounds Pounds
Sterling '000 Sterling '000 Sterling '000 Sterling '000
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Goods, services
and long lead
equipment (a) 7,658 7,658 - -
Mining
contract (b) 3,055 3,055 - -
Matsitama
exploration
licences (c) 1,062 885 176 1
Lease
agreements (d) 228 145 55 28
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12,003 11,743 231 29
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(a) The Company and its subsidiaries have a number of agreements with arms-
length third parties who provide a wide range of goods and services and
long-lead time equipment. The primary commitments relate to the
engineering, procurement, construction and management contract ("EPCM")
for the construction of the flotation concentrator and related housing
and mine facilities at the Mowana Mine.
(b) In the event of the optional termination of the Moolman Mining Botswana
(Pty) Ltd. mining contract by the Company, a maximum early termination
payment of approximately Pounds Sterling 2.6 million, which payment may
be reduced, depending upon the number of months notice given, to Pounds
Sterling nil upon 6 months notice, together with demobilization charges
would be payable.
(c) Under the terms of the Company's prospecting licences Matsitama is
obliged to incur certain minimum expenditures.
(d) The Company has entered into agreements for lease premises for various
periods until 30 August 2009.11. Related party transactions
The following amounts were paid to companies in which directors of the group have an interest and were incurred in the normal course of operations and are recorded at their exchange amount;
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Three Months Balance
Ended Outstanding at
31 March 31 March 31 March 31 Dec
2008 2007 2008 2007
Pounds Pounds Pounds Pounds
Sterling Sterling Sterling Sterling
'000 '000 '000 '000
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Amount paid to Summit Resource
Management Limited, a company
controlled by D Jones, for
the provision of fully serviced
office accommodation in
Canada and reimbursed expenses 20 21 2 3
The Company entered into an
agreement with Pickax
Corporation ("Pickax") to
provide the services of Mr.
Joseph Hamilton, a director
and Chief Operating Officer
of the Company. The agreement
commenced on 1 July 2006,
during which time Pickax will
be paid Pounds Sterling
164,800 per year. Pickax is
a corporation controlled by
Joseph Hamilton. This
agreement replaced an
existing executive services
agreement on materially the
same terms and conditions. 41 41 - -
Amount paid to Aegis
Instruments, Micromine and
MGE Consulting, companies
controlled by a director of
a subsidiary, in respect of
provision of geophysical and
geological consulting,
administration services and
reimbursed expenses - - - 2712. Subsequent Events
On 4 April 2008 the Group completed the private placement of Botswana Pula 150 million (Pounds Sterling 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.
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