UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number 001-31930
ATLATSA RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
NOT APPLICABLE
(Translation of Registrant’s name into English)
BRITISH COLUMBIA, CANADA
(Jurisdiction of incorporation or organization)
Suite 1020, 800 West Pender Street
Vancouver, British Columbia, Canada, V6C 2V6
(Address of principal executive offices)
Kogi Naicker; Tel-27-11-779-6830; Fax-27-11-883-0836
4th Floor, 82 Grayston Drive, Sandton, Johannesburg, 2146, South Africa
(Name, Telephone, E-mail, and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class | Name of each exchange on which registered | |
| Common Shares without par value | NYSE MKT LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Number of outstanding shares of Registrant’s only class of common stock as of December 31, 2013:
201,888,472 common shares without par value
Indicate by check mark whether Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act Yes ¨ No x
If this report is an annual or transition report, indicate by check mark if Registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the Registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act
| Large accelerated Filer ¨ | Accelerated Filer x | Non-accelerated Filer ¨ |
Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ¨ | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other ¨ |
If “Other” has been check in response to the previous question, by check mark which financial statement item Registrant has elected to follow: Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
EXPLANATORY NOTE
On March 31, 2014, Atlatsa Resources Corporation (“the Registrant”) filed its annual report onForm 20-F for the fiscal year ended December 31, 2013 (the “Annual Report”). The Annual Report inadvertently omitted a specific statement regarding the incorporation by reference of the Registrant’s Management’s Discussion and Analysis for the fiscal year ended December 31, 2013 (the “MD&A”), which was furnished to the Securities and Exchange Commission on the same date, the contents of which are responsive to certain requirements of Items 4.A, 5, 7 and 15 of the Form 20-F. This amendment to the Annual Report includes the omitted statement under “General Matters”. In addition to “General Matters”, this amendment to the Annual Report restates the Company’s responses to Items 4.A, 5, 7, 15 and 19 of its Annual Report, which are referred to under “General Matters” but which have not been amended. In addition, the MD&A as well as new certifications under Section 302 of the Sarbanes-Oxley Act of 2002 are being filed as exhibits hereto. New certifications under Section 906 are not required because this amendment to the Annual Report does not include financial statements.
Other than as expressly set forth above, this amendment does not, and does not purport to, update or restate the information in any Item of the Annual Report or reflect any events that have occurred after the Annual Report was filed.
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ITEM 4 A | 5 | |||
ITEM 5 | 6 | |||
ITEM 7 | 21 | |||
ITEM 15 | 23 | |||
ITEM 19 | 24 | |||
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GENERAL MATTERS
In this Annual Report on Form 20-F for the fiscal year ended December 31, 2013 (“Annual Report”), all references to the “Company” or to “Atlatsa” refers to Atlatsa Resources Corporation and its subsidiaries, unless the context clearly requires otherwise. Certain terms used herein are defined in the text and others are included in the glossary of terms. Refer to“Glossary of Terms”.
Atlatsa uses the Canadian dollar as its reporting currency. All references in this document to “CAD”, “dollars” or “$” are to Canadian dollars, unless otherwise indicated. On February 28, 2014 the noon exchange rate for Canadian dollars as reported by the Bank of Canada was CAD 1.00 = USD 0.9029. On February 28, 2014 the noon exchange rate for South African Rand as reported by the Bank of Canada was ZAR10.73 = USD 1.00. Refer to ITEM 3 -“Key Information” for more detailed currency and conversion information.
Management’s Discussion and Analysis for the fiscal year ended December 31, 2013, which was furnished to the Commission on aForm 6-K on March 31, 2014, is incorporated by reference herein in its entirety, and forms part of the Company’s responses to Items 4.A, 5, 7 and 15 of its Annual Report, as stated therein.
Except as noted, the information set forth in this Annual Report is as of March 31, 2014 and all information included in this document should only be considered correct as of such date.
This Annual Report is dated March 31, 2014.
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| ITEM 4A | UNRESOLVED STAFF COMMENTS |
None.
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| ITEM 5 | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Overview
The audited consolidated financial statements have been prepared in accordance with IFRS. The Company adopted IFRS as of January 1, 2009.
Atlatsa incurred a net profit for the year ended December 31, 2013 of $99.9 million (2012: ($95.6 million)) and as of that date its total assets exceeded its total liabilities by $379.1 million (2012: ($205.3 million)). The Company incurred losses until 2012, with a profit in 2013.
The Company embarked on a restructuring and recapitalising plan during 2012 and on September 28, 2012, Phase One of the Restructure Plan was completed. On December 13, 2013, Phase Two commenced and were completed on January 31, 2014. The effect was a consolidation of all loan facilities into one facility at a more favourable interest rate of 5.98% compared to 12.31% of the previous facility. On January 31, 2014, Phase Two was completed reducing Atlatsa debt by $248.2 million (ZAR2.45 billion). In addition, Atlatsa’s debt of $199.2 million (ZAR1,939.4 million) was capitalized on December 13, 2013. The funds available from the New Senior Facilities Agreement and the Advance are expected to meet the Company’s projected cash flow requirements until approximately March 2015. Under the New Senior Facilities Agreement, the debt will only be repayable once the Company generates sufficient free cash flow.
Anglo American Platinum has currently extended financial support until March 2015.
Atlatsa’s audited consolidated financial statements however are prepared on the basis of accounting policies applicable to a going concern. Refer to note 2 of the audited annual financial statements for Fiscal 2013 as well as Section 1.12 “Liquidity” in the MD&A for the fiscal year ended December 31, 2013 (filed on March 31, 2014).
For additional details with respect to historical exchange rates, refer to ITEM 3 -“Key Information”. The outlook for Atlatsa’s assets primarily relates to the outlook for platinum group metals. Refer to ITEM 4, Section 3.9 - the “Restructure Plan” andfor information relating to the historical prices for platinum group metals, refer to ITEM 5D -“Trend Information” below.
Key drivers of the Company’s operating results and principle factors affecting its operating results
The principal uncertainties and variables facing the Company’s business and, therefore, the key drivers of its operating results are:
| • | The prices of PGM metals, which fluctuates in U.S. dollars and ZAR; |
| • | The production tonnages and PGM content thereof, impacting on the amount of PGM metals the Company produces, at its operations; |
| • | The cost of producing the PGM metals as a result of mining efficiencies; |
| • | General economic factors, such as exchange rate fluctuations and inflation, and factors affecting mining operations, particularly in South Africa; and |
| • | The total undrawn facility between RPM and Plateau under the New Senior Facilities Agreement at December 31, 2013 was $7.5 million (ZAR74.3 million). In the event that Plateau draws down the $7.5 million (ZAR74.3 million) remaining to fund its 51% contribution to Bokoni Holdco, RPM will fund its 49%, bringing the total available facility at December 31, 2013 to $14.8 million (ZAR145.7 million), as well as the Advance that is in place until March 31, 2015. |
PGM prices
The Company’s revenues are derived primarily from the sale of PGM metals produced at the Bokoni Mine. As a result, the Company’s operating results are directly related to the prices of these PGM metals, which can fluctuate widely and are affected by numerous factors beyond the Company’s control, including industrial and jewellery demand, expectations with respect to the rate of inflation, the strength of the U.S. dollar (the currency in which the prices of the PGM metals are generally quoted) and of other currencies, interest rates, forward sales by producers, global or regional political or economic events, and production and cost levels in major PGM-producing regions such as South Africa. As a general rule, the Company sells the PGM metals produced at the market prices to obtain the maximum benefit from prevailing PGM metal prices.
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The movements in the U.S. dollar PGM spot price for 2013, 2012 and 2011 are indicated in the following table:
Monthly average basket PGM prices | 2013 fiscal year | 2012 fiscal year | % change | |||||||||
Lowest PGM price during the fiscal year | US$ | 1,075 | US$ | 1,015 | 6 | % | ||||||
Highest PGM price during the fiscal year | US$ | 1,318 | US$ | 1,202 | 10 | % | ||||||
Average PGM price during the year | US$ | 1,187 | US$ | 1,105 | 7 | % | ||||||
PGM price at end of the year | US$ | 1,124 | US$ | 1,120 | 0 | % | ||||||
PGM price at beginning of the year | US$ | 1,112 | US$ | 1,105 | 1 | % | ||||||
Monthly average basket PGM prices | 2012 fiscal year | 2011 fiscal year | % change | |||||||||
Lowest PGM price during the fiscal year | US$ | 1,015 | US$ | 1,112 | (9 | %) | ||||||
Highest PGM price during the fiscal year | US$ | 1,202 | US$ | 1,515 | (21 | %) | ||||||
Average PGM price during the year | US$ | 1,105 | US$ | 1,381 | (20 | %) | ||||||
PGM price at end of the year | US$ | 1,120 | US$ | 1,141 | (2 | %) | ||||||
PGM price at beginning of the year | US$ | 1,105 | US$ | 1,435 | (23 | %) | ||||||
Based on Atlatsa’s 2013 PGM production, the approximate sensitivity of its revenue to a 10% increase or decrease in the 2013 average market PGM price is a $20.8 million (ZAR194.6 million) increase or decrease in revenue.
PGM production and operating costs
Production from the Bokoni Mine for Fiscal 2013 totalled 1,525,945 tonnes and 170,295 4E ounces at an average yield of 3.6. Refer to ITEM 5A.“Operating Results”for the production statistics of the Bokoni Mine.
The Company’s costs and expenses consist primarily of operating costs, royalties and depreciation. Operating costs include labour, contractor services, stores, electricity and other related costs, incurred in the production of PGM metals. Labour is the largest component of operating costs consisting 38% of direct operating costs at the Bokoni Mine in Fiscal 2013. This amount is normally approximately 50% of cash operating costs but was lower in 2012 as a result of the strike action at Bokoni Mine. Refer to ITEM 4, Section 3.10 “Illegal Strike Action at Bokoni Mine”.
General economic factors
The Bokoni Mine is situated in South Africa and the Company is exposed to a number of factors, which could affect its profitability, such as exchange rate fluctuations, inflation and other risks relating to South Africa. In conducting its mining operations, the Company recognizes the inherent risks and uncertainties of the industry, and the wasting nature of the assets.
Effect of exchange rate fluctuations
For Fiscal 2013, 100% of the Company’s revenues were generated from the Bokoni Mine in South Africa. During this period the U.S. dollar strengthened by 18% against the ZAR. As the price of PGM metals are denominated in U.S. dollars and the Company realizes its revenues in ZAR, the appreciation of the U.S. dollar against the ZAR increases the Company’s profitability, whereas the depreciation of the U.S. dollar against the ZAR reduces its profitability.
Commodities for example fuel and steel are paid for in ZAR, but the price is internationally driven in US$, as such a “double” hit could be taken in cost of sales, the price of the commodity raising as well as a deterioration in the ZAR exchange rate.
Currency hedging
Atlatsa does not engage in any hedging operations with respect to currency or in-situ minerals. Funds in excess of Atlatsa’s immediate needs are invested in short term near-cash investments pending the requirements for the funds. In addition, the Company has cash and certain liabilities denominated in ZAR. As a result, the Company is subject to foreign exchange risk from fluctuations in foreign exchange rates. The Company has not entered into any derivative or other financial instruments to mitigate this foreign exchange risk.
Effect of inflation
South Africa went through a period of increased inflation along with other world markets in 2008. The South African inflation rate stabilized in fiscal 2009 and the CPI (“Consumer Price Inflation”) index was 5.4% in December 2013 (2012: 5.7%). The Company’s operating costs are directly impacted by inflation.
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South African political, economic and other factors
The Company operates only in South Africa, and its mining activities in South Africa are subject to, amongst others, the following laws and regulations:
| • | The Broad-based Black Economic Empowerment Act; |
| • | The Minerals Act; |
| • | The MPRDA; |
| • | The Royalties Act. |
The Company is also subject to various local, national and regional safety, health and environmental laws and regulations. Refer to ITEM 3.D. (Risk Factors) and ITEM 4.B. (Business Overview – Mining and Exploration in South Africa)for a detailed discussion on the political, economic and other factors affecting South African companies.
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5 A. Operating Results
Consolidated statements of financial position | As at December 31, 2013 | As at December 31, 2012 | As at December 31, 2011 | |||||||||
Total assets | $ | 773,629,408 | $ | 814,065,329 | $ | 893,008,966 | ||||||
Non-current liabilities ( including short-term portion of loans and borrowings) | $ | 322,636,481 | $ | 587,919,471 | $ | 897,968,643 | ||||||
Consolidated statements of comprehensive income | Year ended December 31, 2013 | Year ended December 31, 2012 | Year ended December 31, 2011 | |||||||||
Revenue | $ | 195,621,452 | $ | 117,557,331 | $ | 144,406,716 | ||||||
Cost of sales | ($ | 233,776,296 | ) | ($ | 195,387,551 | ) | ($ | 209,966,805 | ) | |||
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Gross loss | ($ | 38,154,844 | ) | ($ | 77,830,220 | ) | ($ | 65,560,089 | ) | |||
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Profit / (Loss) for the year | $ | 99,869,277 | ($ | 95,566,870 | ) | ($ | 147,864,548 | ) | ||||
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Basic profit / (loss) per share | $ | 0.47 | ($ | 0.04 | ) | ($ | 0.19 | ) | ||||
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Diluted profit / (loss) per share | $ | 0.46 | ($ | 0.04 | ) | ($ | 0.19 | ) | ||||
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Weighted average number of common shares outstanding1 | 426,290,432 | 424,791,411 | 424,783,603 | |||||||||
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Diluted weighted number of common shares outstanding (million)2 | 429,288,473 | 424,791,411 | 424,783,603 | |||||||||
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| 1 | On a fully diluted basis, post-conversion of the “B” Preference Shares. |
| 2 | Including unvested ESOP treasury shares |
With effect from July 1, 2009, Atlatsa transformed from an exploration and development company into a PGM producer as detailed in Atlatsa’s Amended Business Acquisition Report, dated September 28, 2010 (furnished to the SEC on Form 6-K on February 1, 2011). This transformation was achieved through the Bokoni Transaction. The Bokoni Transaction is discussed in detail in ITEM 4.A.
Highlights
Consolidated Statements of Financial Position
5A. 1 - Fiscal 2013 compared to Fiscal 2012
A decrease of $40.4 million in total assets is noted from Fiscal 2012 to Fiscal 2013. This is primarily due to the deterioration in the ZAR to $ exchange rate by 15.7%; which impacts the translation of assets of the South African subsidiaries from ZAR to $. On property, plant and equipment the exchange rate impact was $101.8 million. The decrease is also due to the sale of the Boikgantsho Project and the Eastern Ga-Phasha Project as part of the Restructure Plan of $3.5 million. These mineral properties were disclosed as assets held for sale. Trade and other receivables increased at December 31, 2013 compared to December 31, 2012 due to limited production in Q4 2012 caused by the illegal strike. Cash and cash equivalents also increased by $26.1 million.
The decrease in non-current liabilities (including short-term portion of loans and borrowings) of $265.3 million is partially due to the deterioration in the ZAR to $ exchange rate by 15.7%; which impacts the translation of liabilities of the South African subsidiaries from ZAR to $. For the loans and borrowings a foreign exchange difference of $48.8 million resulted from the deterioration in the ZAR to $ exchange rate.
The Company’s deferred tax liability decreased by $17.8 million. In addition, as part of the Restructure Plan, a portion of Atlatsa’s debt of $199.2 million (ZAR1,939.4 million) with the funds received from the subscription from by RPM for additional shares in Bokoni Holdco and $169.3 million (ZAR 1,671.0 million) was further repaid after the sale of the Boikgantsho Project and the Eastern Ga-Phasha Project. A net fair value loss of $50.3 million resulted from fair valuing and repayment of Atlatsa’s loans and borrowing. Loans and borrowings increased due to additional draw downs on existing credit facilities of $76.0 million (ZAR710.0 million) during the year. Accrued interest for the year was $57.2 million.
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At December 31, 2013; the current liabilities of Atlatsa exceeded the current assets by $73.8 million. This is due to the fact that once the conditions precedent for the implementation of Phase Two of the Restructure Plan were met on December 12, 2013, the debt owing by the Company to RPM of $76 million (ZAR750.0 million) under the New Senior Facilities Agreement became repayable upon the issuance of 125 million Atlatsa common shares for $76 million (ZAR750.0 million) to RPM in accordance with the terms of the Restructure Plan. The timing of the new share issue and subsequent repayment of the debt falls within a twelve month period from the Company’s financial year-end and therefore is classified as a current liability.
5A. 2 - Fiscal 2012 compared to Fiscal 2011
The decrease in total assets of $78.9 million is primarily due to the effect of translating property, plant and equipment of the South African subsidiaries from ZAR to $, which equates to $55.4 million and a decrease in trade and other receivables of $23.8 million.
The decrease in non-current liabilities of $310 million is largely due to the recognition of a fair value gain of $215.5 million on the 2009 Senior Debt Facility, translating loans and borrowings of the South African subsidiaries equating to a foreign exchange difference of $53.2 million, settlement of the “A” Preference shares between RPM and Holdco of $198.5 million, draw downs of $72.8 million and interest accrued of $84.5 million.
Consolidated Statements of Comprehensive Income
5A. 3 - Fiscal 2013 compared to Fiscal 2012
Atlatsa incurred a gross operating loss for Fiscal 2013 of ($38.2 million) which is $39.7 million less than the gross loss incurred in Fiscal 2012 ($77.8 million).
In Fiscal 2013, Atlatsa incurred an operating profit of $159.8 million compared to an operating loss of ($2.5 million) in Fiscal 2012. This is mainly due to the profit on the sale of the Boikgantsho Project and the Eastern Ga-Phasha Project of $171.1 million, as per Phase Two of the Restructure Plan, the impact of the strike experienced in Q4 2012 and improved performance of the Bokoni Mine.
The earnings per share increased from ($0.04) to $0.47 from December 31, 2012 to December 31, 2013. The increased earnings is mainly due to the sale of the Boikgantsho Project and the Eastern Ga-Phasha Project, improved performance of the Bokoni Mine and the impact of the strike experienced in Q4 2012.
The major contributors to the increase in profit by $195.4 million for Fiscal 2013 are described below:
Revenue
The Bokoni concentrator milled 1,312,631 underground tonnes during Fiscal 2013, which was 52% higher than the 863,675 underground tonnes milled during Fiscal 2012.
The Klipfontein opencast delivered 213,314 tonnes to the concentrator during Fiscal 2013, of which the first reef tonnes were delivered to the concentrator during June 2013, refer to Section 1.7.1.– Bokoni Mine. Targeted production from the opencast was achieved in September 2013 at 40,000 tonnes.
Total tonnes milled for Fiscal 2013, were 1,525,945, compared to total tonnes milled for Fiscal 2012, of 863,675, this represents an increase of 76.7%. Due to the illegal strike that occurred in Q4 2012; only 6,319 tonnes were milled in Q4 2012, compared to 425,125 in Q4 2013.
If tonnes milled for Q3 2013 is compared to the nine months ending September 30, 2012, an increase in total tonnes milled of 28.4% is noted. Consistently in Fiscal 2013, increased mine performance should also be taken into account: for Q2 2013 compared to Q1 2013; an increase in total tonnes milled of 19.2% was noted. For Q3 2013 compared to Q2 2013; an increase in total tonnes milled of 21.0% was noted. For the period Q4 2013, compared to Q3 2013; a slight decrease in total tonnes milled of 2.7% was noted; however this shows the overall improvement of the mine’s production.
The Bokoni Mine produced 170,295 total 4E ounces during Fiscal 2013, compared to 102,761 4E ounces during Fiscal 2012, an increase of 65.7%. The underground PGM ounces of 156,578, compared to full production in Fiscal 2012, are still an increase of 52.4%.
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The decrease in revenue in Fiscal 2012 is due to lost production from October 1, 2012 to mid-December 2012 as a result of the illegal strike at the Bokoni Mine resulting in approximately 35,500 PGM oz (4E) of production being lost in Q4 2012.
Revenue was made up as follows:
| • | The 4E basket price for Fiscal 2013 was 15.0% higher at ZAR11,478 compared to ZAR9,978 for Fiscal 2012; however; in Fiscal 2013 the US Dollar (“US$”) basket price was US$1,189 compared to US$1,221 in Fiscal 2012, which is a 2.6% decrease. |
| • | The platinum price during Fiscal 2013 was 4.4% lower compared to Fiscal 2012. |
| • | The average realized ZAR/US$ exchange rate for Fiscal 2013 was ZAR9.65 compared to the average realized exchange rate of ZAR8.17 for Fiscal 2012 (a weakening of the ZAR of 18.1%). |
| • | Revenue was $195.6 million (ZAR1,828.2 million) for Fiscal 2013 compared to the $117.6 million (ZAR963.6 million) for Fiscal 2012. |
| • | $0.6 million (ZAR5.6 million) was paid in concentrate grade penalties for Fiscal 2013, compared to $0.7 million (ZAR5.9 million) in Fiscal 2012. |
Cost of sales
Consolidated cash operating costs of $194.0 million (ZAR1,813.5 million) for Fiscal 2013 were $35.7 million (ZAR515.2 million) more than Fiscal 2012 ($158.4 million (ZAR1,298.3 million)); this represents an increase of 22.5% in $ terms and 39.7% in ZAR terms. The main contributors to the cost variances were:
| • | Labour costs for Fiscal 2013 were $89.0 million (ZAR832.1 million), which was an increase of 10.0% in $ terms (which is attributable to a weakening of the average ZAR of 14.0% – the average exchange rate deteriorated from ZAR8.20 to ZAR9.35 during the period) and 25.5% in ZAR terms compared to Fiscal 2012 ($80.9 million (ZAR663.2 million)). The increase in ZAR labour costs was mainly due to: |
| • | annual salary increases provided for as from July 2013; |
| • | the 3-month strike experienced during Q4 2012 (no work – no pay); and |
| • | an increase of 3% in supervisory and middle management employees to improve production, supervision and governance. |
| • | Contractor costs for Fiscal 2013 were $29.2 million (ZAR272.5 million), which was an increase of 98.0% in $ terms and 125.8% in ZAR terms compared to Fiscal 2012 ($14.7 million (ZAR120.7 million)). The increase was mainly due to increase in contractor cost associated with an increase in working cost primary development, re-development, and ledging, the opencast contractor cost of $1.9 million (ZAR17.5 million), and the 3-month strike experienced during Q4 2012. |
| • | Consumable costs for Fiscal 2013 were $39.1 million (ZAR365.1 million), which was an increase of 34.0% in $ terms and 52.8% in ZAR terms compared to Fiscal 2012 ($29.1 million (ZAR238.9 million)). The increase was driven by a 76.5% increase in tonnes delivered compared to Fiscal 2012 and a working cost development increase of 48% against Fiscal 2012. |
| • | Utility costs for Fiscal 2013 were $14.0 million (ZAR130.5 million), which was an increase of 15.8% in $ terms and 32.0% in ZAR terms compared to Fiscal 2012 ($12.1 million (ZAR98.8 million)), mainly due to Eskom rate increases and increased production. |
| • | Sundry costs for Fiscal 2013 were $22.8 million (ZAR212.8 million), which was an increase of 5.5% in $ terms and 20.3% in ZAR terms compared to Fiscal 2012 ($21.6 million (ZAR176.9 million)); mainly due to annual price increases and transport costs relating from increased production. |
| • | Changes in inventory increased for Fiscal 2013 to $0.4 million (ZAR4.0 million), which was a decrease of more than 100% in $ terms and more than 100% in ZAR terms compared to Fiscal 2012 ($0.04 million (ZAR0.3 million)). |
| • | Depreciation for Fiscal 2013 increased to $39.4 million (ZAR367.9 million) by 6.7% in $ terms and 22.2% in ZAR terms compared to Fiscal 2012 ($37.0 million (ZAR303.3 million)). |
Cash draw downs from available debt facilities for Fiscal 2013 were $69.2 million (ZAR644.1 million) compared to Fiscal 2012 of $60.5 million (ZAR597.3 million). This represents an increase of 7.8%. In Q4 2013 the Company drew down $7 million (ZAR65.8 million) from the New Senior Facilities Agreement for the capital gains tax that was payable on the sale of the Eastern Ga-Phasha Project. This reduced the facility available to Plateau to meet Bokoni Holdco’s cash requirements. Cost per tonne milled for Fiscal 2013 was $128 (ZAR1,197) per tonne compared to $187 (ZAR1,535) per tonne in Fiscal 2012. This represents a decrease of 31.6% in $ terms and 22.0% in ZAR terms.
Cost per 4E ounce for Fiscal 2013 was $1,148 (ZAR10,728) per 4E ounce as compared to $1,574 (ZAR12,902) per 4E ounce in Fiscal 2012. This represents a decrease of 27.1% in $ terms and 16.8% in ZAR terms.
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Exchange rate
For presentation purposes, currencies of the South African subsidiaries are converted from ZAR to $. The average ZAR to $ exchange rate for Fiscal 2013 was ZAR9.35=$1. This represents a weakening of 14.0% compared to the average exchange rate for Fiscal 2012 of ZAR8.20=$1.
Finance expenses
Finance expenses for Fiscal 2013 were $56.4 million compared to $82.8 million in Fiscal 2012, which was a decrease of 31.9%. This was a result of the various debt facilities still being in place at September 28, 2012 when Phase One of the Restructure Plan was implemented. Additionally, interest in the current period excludes the “A” Preference Share Facility which was capitalised as a part of Phase One of the Restructure Plan. The value of the “A” Preference Shares capitalised was $172.2 million (ZAR1.7 billion) in 2012.
Excluded from the amount of $56.4 million is interest that was capitalised in Fiscal 2013 of $1.5 million (ZAR14 million), compared to $2.4 million (ZAR19.5 million) capitalised in Fiscal 2012 on qualifying assets.
Refer to Section 1.18 –“Critical Accounting Estimates” in the MD&A, under the sub-heading“Fair value of consolidated 2009 Senior Debt Facility” for details on the evaluation of the 2009 Senior Debt Facility after completion of the Phase One of the Restructure Plan.
Pursuant to Phase One of the Restructure Plan; the parties agreed that interest on the 2009 Senior Debt Facility would be calculated using the method set out below; the same terms will apply on the New Senior Facilities Agreement from December 13, 2013.
Total Facility Outstanding | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||
Up to ZAR1,000,000,000 | zero interest | zero interest | JIBAR minus 5.14% | JIBAR minus 3.11% | JIBAR minus 0.96% | JIBAR plus 1.30% | ||||||
From (and including) ZAR1,000,000,000 up to ZAR2,000,000,000 | JIBAR minus 1.25% | JIBAR plus 3.02% | JIBAR plus 2.36% | JIBAR plus 4.39% | JIBAR plus 6.54% | JIBAR plus 6.30% | ||||||
From (and including) ZAR2,000,000,000 | JIBAR plus 8.75% | JIBAR plus 8.02% | JIBAR plus 7.36% | JIBAR plus 11.89% | JIBAR plus 11.54% | JIBAR plus 11.30% |
The interest applicable on the debt owing (based on contractual value refer toSection 1.13 – Capital Resources in the MD&A for the contractual value) by Atlatsa to RPM is based on the tranche that the value of the contractual debt falls in. For accounting purposes; interest is recorded at a calculated effective interest rate. For the 49% debt between Bokoni Holdco and RPM which contractually is currently interest free, the effective interest rate was fixed at 13.94% for Fiscal 2013. The debt between Plateau and RPM has an effective floating interest rate of JIBAR plus 7.99% for Fiscal 2013. Any draw down between Bokoni Holdco and RPM after the repayment of debt on December 13, 2013 will be capitalised.
Phase One of the Restructure Plan reduced the interest between Plateau and RPM to an annual cash flow effective rate of currently 5.98% (linked to the 3-month JIBAR of 5.22% at December 31, 2013) from the effective rate of 12.31% before the consolidation of the loans on September 28, 2012.
Refer to ITEM 4, Section 3.9 - the “Restructure Plan” for details of the joint announcement by Atlatsa and Anglo American Platinum released on March 27, 2013, and the conclusion of the first part of Phase Two on December 13, 2013 which reduced the loan balance.
Income Tax Expense
Income Tax expense of $3.9 million (Fiscal 2012 - $10.6 million) was incurred in Fiscal 2013. A portion of this expense relates to capital gains tax paid on the sale of the Eastern Ga-Phasha Project and the Boikgantsho Project of $7.0 million (ZAR65.8 million). Taxable losses and deductible expenditure incurred by the Bokoni Group in Fiscal 2013, together with related deferred tax on the fair value of the Bokoni Group’s loans resulted in a reduction in the deferred tax liabilities during the year, with a corresponding deferred tax income therefore lowering the income tax expense. In Fiscal 2012, a deferred tax expense arose as a result of the recognition of the fair value gain to reflect Phase One of the Restructure Plan.
12
Capital
Total capital expenditure for Fiscal 2013 were $51.0 million (as opposed to $38.9 million for Fiscal 2012), comprising 32.4% sustaining capital and 67.6% project expansion capital (as opposed to 46.8% sustaining capital and 53.2% project expansion capital for Fiscal 2012).
Royalties: Implementation of the Mineral and Petroleum Resources Royalty Act, 2008 (Act no. 28 of 2008)
The Mineral and Petroleum Resources Royalty Act, imposes a royalty payable to the South African government based upon financial profits made through the transfer of mineral resources.
The royalty is based on a predetermined percentage applied to gross sales of unrefined metal produced. The predetermined percentage is equal to 0.5 + ((Earnings Before Interest and Tax x 9)/gross sales). The percentage cannot be less than 0.5%.
The royalty is accounted for on a monthly basis in the accounting records of Bokoni.
The payments in respect of the royalty are due in three intervals:
| • | six months into the financial year (June 30)– calculation based on actual and estimated figures, and a first provisional payment based on this; |
| • | twelve months into the financial year (December 31) – calculation based on actual and estimated figures, and a second provisional payment based on this; and |
| • | six months after the financial year (June 30) – true up calculation done, and a final payment. |
The Fiscal 2013 calculated royalty tax percentage for Bokoni was the minimum percentage of 0.5% (0.5% for Fiscal 2012), and the resulting royalty expense for Fiscal 2013 amounted to $0.9 million ($0.5 million for Fiscal 2012).
Power Tariff Increases
The National Energy Regulator of South Africa declared based on its revision of Eskom’s tariff increase request that the tariff will increase by 8% per year from 2013 to 2018.
The Bokoni Mine operations are currently mining at relatively shallow depths with no major refrigeration requirements needed for the next 30 years of mining. Power costs currently comprise approximately 7% (varying summer and winter tariffs) of total operating costs at the mine operations.
Bokoni continues to focus efforts on power usage reduction as part of the efficiency improvement initiatives currently being implemented at the operations.
5A. 4 - Fiscal 2012 compared to Fiscal 2011
The decrease in revenue is due to lost production from October 1, 2012 to mid December 2012 as a result of an unprotected strike at the Bokoni Mine resulting in approximately 35,500 PGM oz (4E) of production being lost in Q4 2012. The PGM basket price was also 12% lower in 2012 in comparison to 2011.
The loss for Fiscal 2012 decreased by $52.3 million from the previous year. The loss per share decreased from 19 cents to 4 cents as at December 31, 2012. The decreased loss is due to the recognition of a fair value gain as a result of the various sources of debt being consolidated into a single facility as a result of Phase One of the Restructure Plan, lower interest charge as a result of the revised terms on the 2009 Senior Debt Facility and a deterioration in the exchange rate.
Revenue
The Bokoni mine concentrator milled 863,675 tonnes in Fiscal 2012, which is 18% lower than the 1,047,401 tonnes milled in Fiscal 2011. As a result of the decreased tonnes milled, the Bokoni Mine produced less 4E ounces than in Fiscal 2011, mostly due to the strike in Q4 2012.
| • | Revenue from the sale of concentrate for Fiscal 2012 was $117.6 million (ZAR964 million) compared to Fiscal 2011 of $144.4 million (ZAR1,055.6 million). The decrease of $27 million (19%) is mainly due to a lower production of 4E ounces; |
| • | 4E ounces produced in Fiscal 2012 produced 102,671 ounces compared to 113,625 ounces (-9.6%) in Fiscal 2011. |
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| • | The PGM basket price (US$) for Fiscal 2012 was 12% lower than the basket price achieved for Fiscal 2011. The basket price for Fiscal 2012 was US$1,221/oz (ZAR9,978/oz) compared to US$1,380/oz (ZAR10,028/oz) for Fiscal 2011. |
Cost of sales
Cost of sales of $195 million for Fiscal 2012 was $14.6 million (-6.94%) lower than Fiscal 2011’s cost of sales of $209.9 million. The main reasons were as follows:
| • | Labour costs for Fiscal 2012 decreased by 6% ($5.3 million) compared to Fiscal 2011 which is attributable to the weakening of the ZAR by 12%. Labour costs in ZAR for Fiscal 2012 increased by 5% (ZAR32 million) compared to Fiscal 2011. The increase is mainly as a result of: |
| • | an increase in January 2012 of 8% in annual salaries for monthly and total package employees; |
| • | an increase in July 2012 of 9% for union members and officers and monthly-daily paid employees (both basic salary as well as allowances); |
| • | the impact of the salary increases on the leave pay provision adjusted in January and July of each year; |
| • | an increase in bonus payments; |
| • | a 1% increase in enrolled labour as well as a change in staff mix; |
| • | the provision for retention bonuses; and |
| • | the above increases were partially reduced as a result of employees that were not paid as a result of the unprotected strike in Q4 2012. |
| • | Labour costs for Q4 2012 decreased by $7 million (-33%) compared to Q4 2011. The unprotected strike was handled on a “no work – no pay” basis, which contributed mainly to the decrease in labour costs compared to the prior year. Included in the labour cost for Q4 2012 were strike-related overtime of $0.2 million and the payment of loyalty bonuses and sign-on bonuses of $0.9 million. |
| • | Contractor costs for Fiscal 2012 decreased by $3.3 million (-18.5%) compared to Fiscal 2011. The decrease was mainly due to development work at Brakfontein that now falls within the capital footprint and lower maintenance cost on the load haul dump fleet, partially offset by additional contractor cost at the Vertical shaft for re- and sub-development and production driven contractor cost increases at the UM2 shaft. In Q4 2012 the decrease was driven by the effect of the unprotected strike during this quarter. |
| • | Storage costs for Fiscal 2012 decreased by $4.3 million (-13%) compared to Fiscal 2011. The increase was driven by increased tonnes delivered (8%) and increased square meters (10%). The storage costs associated with development are more expensive than stoping costs. Equipping costs increased to improve the flexibility at the various shafts and engineering costs increased, mainly due to increased maintenance to the trackless machines at MPH and Brakfontein. This was offset by implementing better cost controls. The unprotected strike experienced at the mine during Q4 2012 affected the production performance severely, which led to the savings in stores costs compared to the prior year. |
| • | Utility costs for Fiscal 2012 increased by $0.1 million (1.6%) compared to Fiscal 2011. The annual increase from Eskom (South African national power supplier) accounted for majority of this increase, but was offset by the fact that the Bokoni Mine did not operate during Q4 2012. |
| • | Sundry costs for Fiscal 2012 increased by $2.4 million (12.5%) compared to Fiscal 2011. |
| • | Additional expenses in Q4 2012, included strike-related costs for security, accommodation, food, printing and legal fees of $2.2 million. |
| • | Changes in inventory for Fiscal 2012 increased by $0.8 million compared to Fiscal 2011. |
| • | Depreciation for Fiscal 2012 decreased by $5 million compared to Fiscal 2011. |
| • | The above cost variances were impacted by a weakening of 12% in the average ZAR to $ exchange rate. |
On a cost per tonne basis, production cost for Fiscal 2012 was US$187.3 (ZAR1,535) per tonne as compared to US$163.4 (ZAR1,194) per tonne for Fiscal 2011, a US$ increase of 15% (increase of 29% in ZAR, which is the functional currency of the Bokoni Mine). The increase is a result of the reasons discussed above.
Exchange rate
For presentation purposes, currencies of the South African subsidiaries are converted from ZAR to $. The average ZAR to $ exchange rate for Fiscal 2012 was ZAR8.1947=$1, a weakening of 12% compared to the average exchange rate for Fiscal 2011 of ZAR7.32=$1.
Finance expenses
Finance expenses for Fiscal 2012 were $82.8 million compared to $92.0 million in Fiscal 2011. The increase in the OCSF draw downs and compounded interest on the funding loan facilities contributed to an increased interest expense until September 28, 2012. As a result of Phase One of the Restructure Plan, interest incurred for Q4 2012 amounted to $12.9 million compared to $21.7 million in Q4 2011.
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Refer to Section 1.18 –“Critical Accounting Estimates” in the MD&A, under the sub-heading“Fair value of consolidated 2009 Senior Debt Facility” for details on the evaluation of the 2009 Senior Debt Facility after completion of the Phase One of the Restructure Plan.
Pursuant to Phase One of the Restructure Plan the parties also agreed that for the period commencing on May 1, 2012 to September 27, 2012, that the aggregate accrued interest in relation to the 2009 Senior Debt Facilities and OCSF would be capitalised to the amounts outstanding on September 27, 2012, based on the new interest method set out below.
Total Facility Outstanding | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | |||||||
Up to ZAR1,000,000,000 | zero interest | zero interest | zero interest | JIBAR minus 5.14% | JIBAR minus 3.11% | JIBAR minus 0.96% | JIBAR plus 1.30% | |||||||
From (and including) ZAR1,000,000,000 up to ZAR2,000,000,000 | JIBAR minus 0.73% | JIBAR minus 1.25% | JIBAR plus 3.02% | JIBAR plus 2.36% | JIBAR plus 4.39% | JIBAR plus 6.54% | JIBAR plus 6.30% | |||||||
From (and including) ZAR2,000,000,000 | JIBAR plus 9.27% | JIBAR plus 8.75% | JIBAR plus 8.02% | JIBAR plus 7.36% | JIBAR plus 11.89% | JIBAR plus 11.54% | JIBAR plus 11.30% |
The interest rate payable on the debt owing (based on contractual value) by Atlatsa to RPM will be reduced to an annual cash flow effective rate of 6.27% (linked to the 3-month JIBAR of 5.13% at December 31, 2012) from the current annual effective rate of 12.31% before consolidation of the debt on September 28, 2012.
This will simplify Atlatsa’s balance sheet structure and will materially reduce its effective cost of borrowing going forward.
Refer to ITEM 4, Section 3.9 - the “Restructure Plan” for details of the joint announcement by Atlatsa and Anglo American Platinum released on February 2, 2012.
Income Tax Expense
Income tax expense of $10.6 million (Fiscal 2011 - $32.7 million Income tax credit) was incurred in Fiscal 2012: Taxable losses and deductible expenditure incurred by the Bokoni Group in Fiscal 2011 resulted in a reduction in the deferred tax liabilities during the year. In Fiscal 2012, a deferred tax expense arose as a result of the recognition of the fair value gain to reflect Phase One of the Restructure Plan. No tax losses have been utilized in the Fiscal 2012.
Capital
Total capital expenditure for Fiscal 2012 was $38.9 million (as opposed to $28.7 million for Fiscal 2011), comprising 46.8% sustaining capital and 53.2% project expansion capital (as opposed to 50% sustaining capital and 50% project expansion capital for Fiscal 2011).
Royalties: Implementation of the Mineral and Petroleum Resources Royalty Act, 2008 (Act no. 28 of 2008)
The Mineral and Petroleum Resources Royalty Act, imposes a royalty payable to the South African government based upon financial profits made through the transfer of mineral resources.
The royalty is based on a predetermined percentage applied to gross sales of unrefined metal produced. The predetermined percentage is equal to 0.5 + ((Earnings Before Interest and Tax x 9)/gross sales). The percentage cannot be less than 0.5%.
The royalty is accounted for on a monthly basis in the accounting records of Bokoni.
The payments in respect of the royalty are due in three intervals:
| • | six months into the financial year (June 30) – calculation based on actual and estimated figures, and a first provisional payment based on this; |
| • | twelve months into the financial year (December 31) – calculation based on actual and estimated figures, and a second provisional payment based on this; and |
| • | six months after the financial year (June 30) – true up calculation done, and a final payment. |
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The Fiscal 2012 calculated royalty tax percentage for Bokoni was the minimum percentage of 0.5% (0.5% for Fiscal 2011), and the resulting royalty expense for Fiscal 2012 amounted to $0.5 million ($0.6 million for Fiscal 2011).
Power Tariff Increases
The National Energy Regulator of South Africa revised Eskom’s tariff increase request of 16% during February 2013. The effect of its revision is that power tariff increases in South Africa will be increased by 8% from 2013 to 2018.
The Bokoni Mine operations are currently mining at relatively shallow depths with no major refrigeration requirements needed for the next 30 years of mining. Power costs currently comprise approximately 4% (varying summer and winter tariffs) of total operating costs at the mine operations. Bokoni continues to focus efforts on power usage reduction as part of the efficiency improvement initiatives currently being implemented at the operations.
5A. 5 - Safety
Atlatsa’s LTIFR improved to 0.4 and has improved by 54.8% when compared to the Fiscal 2012 LTIFR of 0.9; however, Q3 2013 marked a disappointing safety quarter at the Bokoni operations.
After achieving two million fatality-free shifts in early August and 15 months of continuous operations without a fatality, Q3 2013 was marred by three fatal accidents; which occurred in separate accidents on August 6, August 28 and September 21, resulting from two fall of ground incidents and one winch related accident.
Management at Bokoni has engaged extensively with the safety authorities at the Department of Mineral Resources, South Africa and taken strong action to mitigate against future accidents at the operations. Additional emphasis has been placed on behaviour, including in depth discussions with employees before each shift to identify any risks. Training has been rolled out to all levels of employees to identify and mitigate potential hazards.
5A. 6 - Development
Total primary development metres increased by 46% from Fiscal 2012 to Fiscal 2013.
The recovered grade declined by 15.5% from 2012 to 2013 and can be largely attributed to less than anticipated recoveries at the open cast.
5A. 7 - Bokoni Mine production statistics
| 2013 12months (Total ) | 2013 12months (Open cast) | 2013 12months (underground) | % Change | 2012 12 months | % Change | 2011 12 months | ||||||||||||||||||||||||
4E oz produced | Oz | 170,295 | 13,717 | 156,578 | 66 | 102,67 | (10 | ) | 113,625 | |||||||||||||||||||||
Tonnes milled | T | 1,525,945 | 213,314 | 1,312,631 | 77 | 863,675 | (18 | ) | 1,047,401 | |||||||||||||||||||||
Recovered grade | g/t milled,4E | 3.56 | 2.07 | 3.80 | (16 | ) | 3.82 | 9 | 3.86 | |||||||||||||||||||||
UG2 mined to total output | % | 31.98 | — | 31.98 | (6 | ) | 34.07 | 5 | 32.6 | |||||||||||||||||||||
Development meters | M | 11,054 | — | 11,054 | 46 | 7,550 | (28 | ) | 10,549 | |||||||||||||||||||||
ZAR/t operating cost/tonne milled | ZAR/t | 1,197 | 566 | 1,300 | 22 | 1,535 | (29 | ) | 1,194 | |||||||||||||||||||||
ZAR/4E operating cost/4E oz | ZAR/4E oz | 10,728 | 8,807 | 10,897 | 17 | 12,902 | (17 | ) | 11,009 | |||||||||||||||||||||
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Total labour (mine operations) | Number | 5,949 | 18 | 5,032 | (5 | ) | 5,324 | |||||||||||||||||||||||
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The above information relates to the Bokoni Mine segment of the Company. The Projects segment relates to the Company’s exploration projects and did not generate any revenue.
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5A. 8 -Discussion of Last Eight Quarterly Results
$ Million * | Dec 31, 2013 | Sept 30, 2013 | Jun 30, 2013 | Mar 31, 2013 | Dec 31, 2012 | Sept 30, 2012 | Jun 30, 2012 | Mar 31, 2012 | ||||||||||||||||||||||||
Revenue | 47.9 | 54.2 | 48.4 | 45.1 | 0.8 | 43.9 | 38.7 | 34.1 | ||||||||||||||||||||||||
Cost of sales | (67.2 | ) | (59.0 | ) | (54.1 | ) | (53.4 | ) | (35.5 | ) | (54.1 | ) | (52.4 | ) | (53.4 | ) | ||||||||||||||||
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Gross loss | (19.3 | ) | (4.8 | ) | (5.7 | ) | (8.3 | ) | (34.7 | ) | (10.2 | ) | (13.7 | ) | (19.3 | ) | ||||||||||||||||
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Profit / (Loss) for the period | 133.2 | (15.5 | ) | (13.3 | ) | (4.6 | ) | (63.7 | ) | 49.8 | (40.4 | ) | (41.3 | ) | ||||||||||||||||||
Basic profit / (loss) per share ($) | 0.54 | (0.03 | ) | (0.02 | ) | (0.1 | ) | (0.10 | ) | 0.16 | (0.05 | ) | (0.05 | ) | ||||||||||||||||||
Diluted profit / (loss) per share ($) | 0.53 | (0.03 | ) | (0.02 | ) | (0.1 | ) | (0.10 | ) | 0.16 | (0.05 | ) | (0.05 | ) | ||||||||||||||||||
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Weighted number of common shares outstanding (million) 1 | 426 | 425 | 425 | 425 | 425 | 425 | 425 | 425 | ||||||||||||||||||||||||
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Diluted weighted number of common shares outstanding (million)2 | 429 | 425 | 425 | 425 | 425 | 425 | 425 | 425 | ||||||||||||||||||||||||
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| * | Data for all presented periods was prepared in accordance with IFRS. |
| 1 | On a fully diluted basis, post-conversion of the “B” Preference Shares. |
| 2 | Including unvested treasury shares issued pursuant to the Company’s Employee Stock Option Plan |
Atlatsa is continuing its efforts to increase production (Phase 1 expansion program at the Bokoni Mine) in order to achieve Atlatsa’s goal of achieving a monthly production of 160,000 tpm in the medium term.
Fluctuation in revenue between the quarters was mainly a result of fluctuation in production and varying PGM basket prices and exchange rates, including: Production has varied from period to period predominately as a result of production efficiencies, potholing and safety stoppages and the illegal strike in Q4 2012. Revenue is also impacted by concentrate grade and chrome penalties respectively. Production levels reached a high of 47,611 4E ounces during the third quarter of 2013 and a low of 2,045 4E ounces during Q4 2012. This more than 100% variance indicates the extreme production volatility experienced during the eight quarter periods referred to in the table above.
| • | PGM basket prices are derived from the relevant market supply and demand that exists at that particular point in time. For the eight quarter periods referred to in the table above, the PGM basket price varied from a high of US$1,291 for the three months ended March 30, 2013 to a low of US$1,130 for Q4 2013. This 14% variance indicates the volatility of the PGM basket price due to fluctuations in market demand and supply. |
| • | Recovered grade declined year on year from 3,82 g/t to 3,56 g/t as a result of the significant increase in the amount of development at the operations, as well as lower grade material delivered and recoveries achieved from the new open cast operations commissioned in June 2013. |
| • | Due to the fact that the PGM basket price is quoted in US$, the revenue for each specific period is significantly dependent on the fluctuations of the ZAR against the US$. The ZAR’s strongest quarterly average position against the US$ was experienced during the first quarter of Fiscal 2012 at an exchange rate of ZAR7.77 = US$1 and the weakest during Q4 2013, which was ZAR10.16 = US$1. The 31% variance indicates the volatility of the ZAR against the US$ to exchange rate fluctuations. |
The period to period variations in cost of sales are mainly as a result of:
| • | Labour cost varying due to changes in labour numbers, annual salary increases, overtime hours and bonus payments. |
| • | Varying use of contractors depending on management’s production and development planning requirements. |
| • | Fluctuations in storage costs based predominately on tonnes milled. |
| • | Utility costs varying between winter and summer tariffs, and are also subject to annual tariff increases. |
| • | Depreciation charges based on the unit of production method moving in line with production as well as additional depreciation when capital work-in-progress is capitalised. |
| • | Commodities for example fuel and steel are paid for in ZAR, but the price is internationally driven in US$, as such a “double” hit could be taken in cost of sales, the price of the commodity raising as well as a deterioration in the ZAR exchange rate. |
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| • | Fluctuations in the exchange rate between the $ and the ZAR; as the functional currency of Bokoni is in ZAR, the presentation currency is in $, and therefore the cost of sales are impacted by the weakening of the ZAR. |
All of the above factors contributed to the increase in revenue to a high of $54.2 million for Q3 2013 from an all-time low of only $0.8 million in Q4 2012. Refer to Section 1.17“Fourth Quarter” in the MD&A for explanations on why Q3 2013 remains as peak performer.
A discussion of the Registrant’s critical accounting policies can be found in Section 1.18 of its Management Discussion and Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014) available on SEDAR atwww.sedar.com and EDGAR at www.sec.gov.
5A. 9 - New standards and interpretations not yet adopted
A discussion of the Registrant’s changes in accounting policies can be found in Section 1.19 of its Management Discussion and Analysis for the fiscal year ended December 31, 2013.
| B. | Liquidity and Capital Resources |
Refer to Section 1.12 and 1.13 of the Management Discussion and Analysis for the fiscal year ended December 31, 2013.
5B. 1 -Financial Instruments
Interest rate hedging
The Company currently does not have any interest hedge in place.
5B. 2 -Material Commitments for Capital Expenditures
At December 31, 2013, the Company had commitments for capital expenditures of $13.8 million relating primarily to mine development and infrastructure costs for the Bokoni Mine 2013 (compared to $3.4 million at December 31, 2012).
| C. | Research and Development, Patents and Licenses, etc. |
Atlatsa is a resource-expenditure based corporation and, accordingly, does not have a program of intellectual property development or research and development programs generally.
| D. | Trend Information |
Outlook
Fiscal 2013 represented another challenging year for the South African PGM industry, continuing with similar themes which have dominated the sector since the onset of the Global Financial Crisis and consequent economic down turn in key economies from mid 2008 onwards.
Economic and political factors influencing the PGM sector in South Africa remain volatile, with economic data and growth indicators from key economies, particularly in Europe, remaining key to platinum demand recovery going forward.
Demand
Despite certain signs of economic recovery in European economies, particularly Germany, platinum demand for autocatalytic converter usage in the key diesel engine dominated sector remains weak, when compared to peak demand levels last seen in 2007. Notwithstanding subdued European economic conditions, there continues to be some encouraging signs of growth and manufacturing recoveries in the United States and Chinese economies, particularly in the United States automobile sector, where passenger car sales are showing strong growth recoveries and China, where platinum jewellery demand continues to grow on an annual basis. Recent policy and legislative initiatives in China in an effort to improve air pollution conditions, including emission control legislation for automobiles, together with recent speculation surrounding the introduction of hydrogen fuel cell powered motor vehicles being introduced by various motor manufacturers, are encouraging signs for potential demand stimulus in the PGM sector going forward.
Supply
The supply side remains susceptible to further disruptions from ongoing disputes between labour unions in South Africa, together with the potential for strike action to intensify arising from wage negotiations between labour unions and South African PGM producers, which dynamic is estimated to potentially continue up until the South African general elections are held on May 7, 2014.
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In addition to labour pressures, the South African PGM sector is currently under pressure from rising costs, largely associated with imported inflation on key materials and power utility charges, which have increased by 15% annually compounded over the last 3 years.
These price increases and consequent margin squeeze have, to a large extent, been offset by a depreciation of the ZAR to the US$, in line with a number of emerging market currencies. Such a depreciation has a positive impact on the revenue basket received by South African miners, as export metal is sold based on US$ pricing, whilst input costs remain ZAR denominated.
During 2013 the supply side response from major PGM producers in South Africa remained fairly muted, with only Anglo American Platinum announcing certain shaft closures at its Rustenburg complex, whilst other major producers, such as Lonmin, announced the curtailment of certain capital expansion projects.
Should labour strike action in South Africa continue to intensify into 2014 there may be a more aggressive supply side response from major PGM producers in South Africa, having regard to the fact that currently more than half of the shaft operations within the South African PGM sector are non-cash generative after capital expenditure.
Recent announcements by the government of Zimbabwe regarding the compulsory sale by non-indigenous Zimbabwean companies of 51% of their mineral assets to indigenous Zimbabweans for no compensation may also have an impact on future PGM supply from Zimbabwean based platinum mines going forward.
Furthermore, recent developments in Ukraine have resulted in international sanctions being imposed upon Russia, which may have an impact on the future supply of PGMs, as Russia is currently the second largest supplier of platinum and palladium to global markets.
Recent research reports published within the PGM sector have also indicated that there may be larger stockpiles of above ground inventories in platinum and palladium than previously estimated, with the result that spot metal prices have remained relatively subdued over the period under review, despite a significant increase in physical metal purchases through ETF, with the ZAR denominated platinum ETF introduced by ABSA Bank in 2013 now comprising the single largest platinum ETF, holding approximately 1 million ounces, and other fundamental factors which should have resulted in higher PGM metal prices.
Pricing
Given the demand and supply themes described above, there remains potential upside for both the platinum and palladium prices in the short to medium term.
As a result of increased investor appetite for investment in physical PGMs, both the platinum and palladium spot prices remain volatile and highly susceptible to movements as a result of investor sentiment and market trading conditions, with both platinum and palladium spot metal prices appearing to be largely influenced by investor sentiment within the precious metals complex and, in particular, speculators taking positions in the gold - platinum spread trades.
The future market direction and catalysts for PGMs will, to a large extent, be determined by the outcome of the current wage negotiations between Labour Unions and PGM producers in South Africa, together with a potential meaningful supply side response from South African major producers in 2014 and future economic growth outlooks for key economies affecting PGM demand in the United States, Europe, Japan and China.
Quarterly Trends
Fiscal 2013 was dominated by continued concerns amongst market participants surrounding the volatile labour situation in South Africa, resulting in a trend towards physical metal investment in PGMs being preferred to platinum equities, which remained under pressure during the period. Despite continued labour unrest resulting in a two week strike at Anglo American Platinum’s operations, the spot platinum price failed to react positively on future supply concerns with the US$ price of platinum coming under pressure during the quarter under review.
Macro investment sentiment towards South Africa, dominated by the volatile labour situation, resulted in the ZAR remaining under pressure relative to the US$, which provided some relief for South African PGM producers, a trend that continued throughout Q4 2013 and into 2014.
Annual Trends
The PGM basket price (in US$) for Fiscal 2012 was 12% lower than the basket price achieved in Fiscal 2011. The US$ platinum price was 9% lower in Fiscal 2012 compared to Fiscal 2011.
The average ZAR:US$ exchange rate demonstrated a weakening of the ZAR of 12% compared to the average exchange rate during Fiscal 2011.
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| E. | Off-Balance Sheet Arrangements |
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
| F. | Tabular Disclosure of Contractual Obligations |
Refer to Section 1.13 of the Management Discussion and Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014).
| G. | Safe Harbor |
The safe harbor provided in Section 27A of the Securities Act and Section 21E of the Exchange Act applies to forward-looking information provided pursuant to ITEM 5.E and F above. Refer to“Cautionary Note Regarding Forward-Looking Statements” in the introduction to this Annual Report.
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| ITEM 7 | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
| A. | Major Shareholders |
Atlatsa’s securities are recorded on the books of its transfer agent in registered form, however, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses on behalf of their respective brokerage clients, and Atlatsa does not have knowledge of or access to information about the beneficial owners thereof. To the best of its knowledge, Atlatsa is not directly or indirectly owned or controlled by a foreign government. On May 21, 2004, shareholders of the Company approved an increase in the authorized share capital from 200,000,000 common shares without par value to an unlimited number of common shares without par value.
Under the British Columbia Securities Actinsiders (generally officers, directors, and holders of 10% or more of Atlatsa’s shares) are required to file insider reports of changes in their ownership within ten days of a trade in Atlatsa’s securities. Copies of such reports are available for public inspection at the offices of the British Columbia Securities Commission, 9th Floor, 701 West Georgia Street, Vancouver, British Columbia V7Y 1L2 (phone (604) 899-6500) or at Canadian Securities Administrators website for Insiders’ Disclosure, www.sedi.ca.
As at March 31, 2014, to the knowledge of the directors and executive officers of Atlatsa, the only persons who beneficially own, directly or indirectly, or control or direct, five percent (5%) or more of the issued and outstanding Atlatsa shares are as follows:
Shareholder Name and Address | Number of Shares Held | Percentage of Issued Common Shares | ||||||
The Pelawan Trust, as Trustee(1) Atlatsa Holdings Investments Proprietary Limited, as Beneficiary 4th Floor, 82 Grayston Drive Sandton, 2196, South Africa | 342,896,438 | 61.9 | % | |||||
Rustenburg Platinum Mines Limited 55 Marshall Street Johannesburg, 2001, South Africa | 125,000,000 | 22.6 | % | |||||
Mr. Tumelo M. Motsisi(2) 4th Floor, 82 Grayston Drive Sandton, South Africa | | 83,111,143 (82,295,145 as part of the 342,896,438 | | 15.0 | % | |||
Mr. C. Harold Motaung(3) 4th Floor, 82 Grayston Drive Sandton, South Africa | | 67,337,770 (67,207,702 as part of the 342,896,438 | | 12.2 | % | |||
Notes:
| (1) | These shares are registered in the name of Pelawan Trust, which holds such shares in trust for Atlatsa Holdings pursuant to escrow arrangements described in ITEM 4.A.2.“Summary Corporate History and Intercorporate Relationships” above. |
| (2) | Indirect holdings being 240 of the 1,000 ordinary shares in the issued and outstanding share capital of Atlatsa Holdings, multiplied by the number of common shares of Atlatsa (342,896,438) held by the Pelawan Trust. Therefore, 82,295,145 of these shares are held as an indirect interest in the 342,896,438 shares shown above. |
| (3) | Indirect holdings being 170 of the 1,000 ordinary shares in the issued and outstanding share capital of Atlatsa Holdings, multiplied by the number of common shares of Atlatsa (342,896,438) held by the Pelawan Trust. Therefore, 58,292,394 of these shares are held as an indirect interest in the 342,896,438 shares shown above. |
No major shareholders have different voting rights.
As noted in the table above, the Company is indirectly controlled by Atlatsa Holdings as a result of the Pelawan transaction (refer to ITEM 4.A.2. –“Summary Corporate History and Intercorporate Relationships”, above).
The information in the table above was supplied by Computershare Trust Company of Canada, the Company’s registrar and transfer agent, and by the individuals themselves.
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As of February 15, 2014, the number of registered shareholders of record (and the number and percentage of shares held by such shareholders) is as follows:
| Location | Number of registered shareholders of record | Number of shares | Percentage of total shares | |||||||||
Canada | 34 | 14,767,910 | 0.03 | % | ||||||||
United States | 29 | 41,110,395 | 7.42 | % | ||||||||
South Africa | 1153 | 498,395,168 | 89.92 | |||||||||
Other | 1 | 15,000 | 0.00 | % | ||||||||
| 1,217 | 554,288,473 | 100.00 | % | |||||||||
Pursuant to the Bokoni Transaction at July 1, 2009, the Company issued 4,497,062 common shares to the Bokoni Platinum Mine ESOP Trust and 9,799,505 to the Atlatsa Community Participation Trust.
As of March 27, 2013 the Company has 554,288,473 common shares outstanding.
Shares registered in intermediaries are assumed to be held by residents of the same country in which the clearing house is located.
| B. | Related Party Transactions |
Refer to Section 1.15 of the MD&A for the fiscal year ended December 31, 2013.
| C. | Interests of Experts and Counsel |
No technical experts named in this Annual Report have any registered or beneficial interest, directly or indirectly in any securities or property of Atlatsa or any of Atlatsa’s affiliates or associates.
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| ITEM 15 | CONTROLS AND PROCEDURES |
| (a) | Disclosure controls and procedures |
The Company’s Chief Executive Officer and Chief Financial Officer, based on their evaluation of the effectiveness of the Company’s disclosure controls and procedures (required by paragraph (b) of 17 CFR 240.13a-15) as of the end of the period (January 1, to December 31, 2013) covered by this annual report on Form 20-F, have concluded that, as of such date, the Company’s disclosure controls and procedures were effective.
Refer to Section 1.21“Internal Controls over Financial Reporting – Disclosure Controls and Procedures” in the Management Discussion and Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014).
| (b) | Management’s annual report on internal control over financial reporting |
Refer to Section 1.21“Internal Controls over Financial Reporting” in the Management Discussion and Analysis for the fiscal year ended December 31, 2013 (filed on March 31, 2014).
| (c) | The effectiveness of internal control over financial reporting as of December 31, 2013 was audited by KPMG Inc., independent registered public accounting firm, as stated in their report on page 126 of this Annual Report. |
| (d) | Changes in internal control over financial reporting |
No changes in internal control over financial reporting occurred during the period covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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| ITEM 19 | EXHIBITS |
The following exhibits are filed as part of this Annual Report:
Number | Document | |
| 1. | Articles of the Company.(1) | |
| 4.01 | Joint Venture Agreement between PPL and Plateau dated November 25, 2003.(2) | |
| 4.02 | Share Exchange Agreement between Pelawan and Atlatsa dated January 21, 2004.(2) | |
| 4.03 | Shareholders Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of September 19, 2004.(3) | |
| 4.04 | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on October 31, 2006.(4) | |
| 4.05 | The Settlement Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of December 28, 2006.(4) | |
| 4.06 | Amending Agreement between Pelawan, Atlatsa and the Pelawan Trust, dated as of December 20, 2007.(6) | |
| 4.07 | Sale of Concentrate Agreement between RPM and Bokoni Mine, dated December 21, 2007.(6) | |
| 4.09 | Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.10 | Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo American Platinum, dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.11 | Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine Proprietary Limited, dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.12 | Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine Proprietary Limited (formerly Richtrau No. 207 Proprietary Limited), dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.13 | Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum Mines and Richtrau 179 Proprietary Ltd dated March 28, 2008.(6) | |
| 4.14 | Umbrella Services Agreement amongst Anglo American Platinum, Atlatsa and Holdco, dated March 28, 2008.(6) | |
| 4.15 | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on November 23, 2008.(6) | |
| 4.16 | Atlatsa Shareholders Agreement among Atlatsa Resources Corporation and Pelawan Investments and the Pelawan Trust dated June 12, 2009.(6) | |
| 4.17 | Exchange Agreement among Atlatsa, Plateau and Central Plaza Investments 78 (Pty) (to be renamed Pelawan Finance SPV (Pty) Limited) dated June 12, 2009.(6) | |
| 4.18 | Global Intercreditor Agreement between Atlatsa, Plateau, Micawber 634 (Pty) Limited and Micawber 603 (Pty) Limited, Rustenburg Platinum Mines Limited, Standard Chartered Bank and Tumelo Motsisi and Harold Motaung on behalf of the Pelawan Dividend Trust dated June 12, 2009.(6) | |
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| 4.19 | Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau, Standard Chartered Bank and Micawber 634 (Pty) Limited.(6) | |
| 4.20 | Standby Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009.(6) | |
| 4.21 | RPM Funding Loan Agreement between Rustenburg Platinum Mines Limited and Holdco dated June 12, 2009.(6) | |
| 4.22 | RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C Resources Inc. and Rustenburg Platinum Mines dated June 12, 2009.(6) | |
| 4.23 | Plateau Funding Loan Agreement between Plateau and Holdco dated June 12, 2009.(6) | |
| 4.24 | Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009.(6) | |
| 4.25 | Opco Funding Loan Agreement between Holdco and Richtrau No. 177 (Pty) Limited dated June 12, 2009.(6) | |
| 4.26 | Conversion Implementation Agreement between the Pelawan Trust, Central Plaza Investments 78 (Pty) (to be remained Pelawan Finance SPV (Pty) Limited), Pelawan Investments (Pty) Ltd, Atlatsa, Plateau and Rustenburg Platinum Mines Limited dated June 26, 2009.(6) | |
| 4.27 | RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines Limited, Plateau, Central Plaza Investments 78 (Pty) Limited and Atlatsa dated June 12, 2009.(6) | |
| 4.28 | Amendment Agreement among Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated May 28, 2013. (8) | |
| 4.29 | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated December 12, 2013.(9) | |
| 4.30 | Amended and Restated Sale of Assets Agreement between Rustenburg Platinum Mines Limited and Boikgantsho Platinum Mine Proprietary Limited dated November 15, 2013.(9) | |
| 4.31 | Amended and Restated Sale of a Portion of a Mining Right Agreement between RPM and Ga-Phasha Platinum Mine Proprietary Limited dated November 15, 2013.(9) | |
| 4.32 | Amended and Restated Global Intercreditor Agreement among Atlatsa, Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Tumelo Motsisi and Ansa Chris Harold Motaung dated March 27, 2013.(9) | |
| 4.33 | Amended and Restated Holdco Shareholders’ Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited and Bokoni Platinum Holdings Proprietary Limited dated March 27, 2013.(9) | |
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| 4.34 | Implementation Agreement between Atlatsa Resources Corporation, Camipath Proprietary Limited, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Ga-Phasha Platinum Mine Proprietary Limited, Boikgantsho Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Investments Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated March 27, 2013.(9) | |
| 4.35 | RPM Funding Common Terms Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Atlatsa Resources Corporation and certain others dated March 27, 2013. (9) | |
| 4.36 | Amended and Restated Subscription Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited and Atlatsa Resources Corporation dated November 15, 2013.(9) | |
| 4.37 | Senior Term Loan and Revolving Facilities Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited and Micawber 603 (RF) Proprietary Limited dated March 27, 2013. (9) | |
| 4.38 | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated December 12, 2013. (9) | |
| 4.39 | Working Capital Facility Agreement between Rustenburg Platinum Mines Limited and Plateau Resources Proprietary Limited dated March 27, 2013. (9) | |
| 4.40 | Amendment and Interim Implementation Agreement between Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated September 26, 2012. (9) | |
| 8.1 | List of Subsidiaries.(7) | |
| 11.1 | Code of Ethics.(2) | |
| 12.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 12.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 13.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) | |
| 13.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) | |
| 15.1 | Corporate Governance Policies and Procedures Manual issued as of November 22, 2007.(5) | |
| 15.2 | Management’s Discussion and Analysis for the fiscal year ended December 31, 2013. (10) | |
Notes:
| * | File herewith |
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| (1) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended October 31, 2000. |
| (2) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended October 31, 2003. |
| (3) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2004. |
| (4) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2006. |
| (5) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2007. |
| (6) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2008. |
| (7) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2010. |
| (8) | Incorporated by reference to Atlatsa’s report onForm 6-K, furnished to the Commission on September 20, 2013 |
| (9) | Incorporated by reference to Atlatsa’s Annual Report onForm 20-F for the year ended December 31, 2013. |
| (10) | Incorporated by reference to Atlatsa’s report onForm 6-K, furnished to the Commission on March 31, 2014. |
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SIGNATURES
The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| ATLATSA RESOURCES CORPORATION | ||||||
DATED: September 25, 2014 | By: | /s/ BOIPELO LEKUBO | ||||
Boipelo Lekubo | ||||||
Chief Financial Officer | ||||||
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INDEX TO EXHIBITS
| 1. | Articles of the Company.(1) | |
| 4.01 | Joint Venture Agreement between PPL and Plateau dated November 25, 2003.(2) | |
| 4.02 | Share Exchange Agreement between Pelawan and Atlatsa dated January 21, 2004.(2) | |
| 4.03 | Shareholders Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of September 19, 2004.(3) | |
| 4.04 | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on October 31, 2006.(4) | |
| 4.05 | The Settlement Agreement between Pelawan, Atlatsa and the Pelawan Trust made as of December 28, 2006.(4) | |
| 4.06 | Amending Agreement between Pelawan, Atlatsa and the Pelawan Trust, dated as of December 20, 2007.(6) | |
| 4.07 | Sale of Concentrate Agreement between RPM and Bokoni Mine, dated December 21, 2007.(6) | |
| 4.09 | Phase 3 Implementation Agreement between RPM, Plateau and Holdco dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.10 | Holdco Sale of Shares Agreement amongst Plateau, RPM and Anglo American Platinum, dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.11 | Sale of Rights Agreement amongst RPM, Plateau and Boikgantsho Platinum Mine Proprietary Limited, dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.12 | Sale of Rights Agreement amongst RPM, Plateau and Kwanda Platinum Mine Proprietary Limited (formerly Richtrau No. 207 Proprietary Limited), dated March 28, 2008, as amended on May 13, 2009.(6) | |
| 4.13 | Holdco Shareholders Agreement among Plateau Resources and Rustenburg Platinum Mines and Richtrau 179 Proprietary Ltd dated March 28, 2008.(6) | |
| 4.14 | Umbrella Services Agreement amongst Anglo American Platinum, Atlatsa and Holdco, dated March 28, 2008.(6) | |
| 4.15 | Term Loan Agreement between Rustenburg Mines Limited and Plateau Resources (Pty) Limited signed on November 23, 2008.(6) | |
| 4.16 | Atlatsa Shareholders Agreement among Atlatsa Resources Corporation and Pelawan Investments and the Pelawan Trust dated June 12, 2009.(6) | |
| 4.17 | Exchange Agreement among Atlatsa, Plateau and Central Plaza Investments 78 (Pty) (to be renamed Pelawan Finance SPV (Pty) Limited) dated June 12, 2009.(6) | |
| 4.18 | Global Intercreditor Agreement between Atlatsa, Plateau, Micawber 634 (Pty) Limited and Micawber 603 (Pty) Limited, Rustenburg Platinum Mines Limited, Standard Chartered Bank and Tumelo Motsisi and Harold Motaung on behalf of the Pelawan Dividend Trust dated June 12, 2009.(6) | |
| 4.19 | Senior Term Loan Facilities Agreement dated June 12, 2009 between Plateau, Standard Chartered Bank and Micawber 634 (Pty) Limited.(6) | |
29
| 4.20 | Standby Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009.(6) | |
| 4.21 | RPM Funding Loan Agreement between Rustenburg Platinum Mines Limited and Holdco dated June 12, 2009.(6) | |
| 4.22 | RPM Plateau A Preference Share Subscription Agreement between Plateau, N2C Resources Inc. and Rustenburg Platinum Mines dated June 12, 2009.(6) | |
| 4.23 | Plateau Funding Loan Agreement between Plateau and Holdco dated June 12, 2009.(6) | |
| 4.24 | Operating Cash Flow Shortfall Loan Facility Agreement between Plateau and Rustenburg Platinum Mines Limited dated June 12, 2009.(6) | |
| 4.25 | Opco Funding Loan Agreement between Holdco and Richtrau No. 177 (Pty) Limited dated June 12, 2009.(6) | |
| 4.26 | Conversion Implementation Agreement between the Pelawan Trust, Central Plaza Investments 78 (Pty) (to be remained Pelawan Finance SPV (Pty) Limited), Pelawan Investments (Pty) Ltd, Atlatsa, Plateau and Rustenburg Platinum Mines Limited dated June 26, 2009.(6) | |
| 4.27 | RPM Funding Common Terms Agreement between, inter alia, Rustenburg Platinum Mines Limited, Plateau, Central Plaza Investments 78 (Pty) Limited and Atlatsa dated June 12, 2009.(6) | |
| 4.28 | Amendment Agreement among Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated May 28, 2013. (8) | |
| 4.29 | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated December 12, 2013. (9) | |
| 4.30 | Amended and Restated Sale of Assets Agreement between Rustenburg Platinum Mines Limited and Boikgantsho Platinum Mine Proprietary Limited dated November 15, 2013. (9) | |
| 4.31 | Amended and Restated Sale of a Portion of a Mining Right Agreement between RPM and Ga-Phasha Platinum Mine Proprietary Limited dated November 15, 2013. (9) | |
| 4.32 | Amended and Restated Global Intercreditor Agreement among Atlatsa, Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Tumelo Motsisi and Ansa Chris Harold Motaung dated March 27, 2013. (9) | |
| 4.33 | Amended and Restated Holdco Shareholders’ Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited and Bokoni Platinum Holdings Proprietary Limited dated March 27, 2013. (9) | |
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| 4.34 | Implementation Agreement between Atlatsa Resources Corporation, Camipath Proprietary Limited, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Ga-Phasha Platinum Mine Proprietary Limited, Boikgantsho Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Investments Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated March 27, 2013. (9) | |
| 4.35 | RPM Funding Common Terms Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Pelawan Finance SPV Proprietary Limited, Atlatsa Resources Corporation and certain others dated March 27, 2013. (9) | |
| 4.36 | Amended and Restated Subscription Agreement between Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited and Atlatsa Resources Corporation dated November 15, 2013. (9) | |
| 4.37 | Senior Term Loan and Revolving Facilities Agreement between Plateau Resources Proprietary Limited, Rustenburg Platinum Mines Limited, Micawber 634 (RF) Proprietary Limited and Micawber 603 (RF) Proprietary Limited dated March 27, 2013. (9) | |
| 4.38 | Amended and Restated Transaction Framework Agreement between Atlatsa Resources Corporation, Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Atlatsa Holdings Proprietary Limited Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated December 12, 2013. (9) | |
| 4.39 | Working Capital Facility Agreement between Rustenburg Platinum Mines Limited and Plateau Resources Proprietary Limited dated March 27, 2013. (9) | |
| 4.40 | Amendment and Interim Implementation Agreement between Atlatsa Resources Corporation, N1C Resources Inc., N2C Resources Inc., Rustenburg Platinum Mines Limited, Plateau Resources Proprietary Limited, Bokoni Platinum Holdings Proprietary Limited, Bokoni Platinum Mine Proprietary Limited, Micawber 634 (RF) Proprietary Limited, Micawber 603 (RF) Proprietary Limited, Pelawan Finance SPV Proprietary Limited, the Trustees for the time being of the Pelawan Trust and the trustees for the time being of the Pelawan Dividend Trust dated September 26, 2012. (9) | |
| 8.1 | List of Subsidiaries. (7) | |
| 11.1 | Code of Ethics.(2) | |
| 12.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 12.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 13.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) | |
| 13.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (9) | |
| 15.1 | Corporate Governance Policies and Procedures Manual issued as of November 22, 2007.(5) | |
| 15.2 | Management’s Discussion and Analysis for the fiscal year ended December 31, 2013. (10) | |
Notes:
| * | File herewith |
31
| (1) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended October 31, 2000. |
| (2) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended October 31, 2003. |
| (3) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2004. |
| (4) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2006. |
| (5) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2007. |
| (6) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2008. |
| (7) | Incorporated by reference to Atlatsa’s Annual Report on Form 20-F for the year ended December 31, 2010. |
| (8) | Incorporated by reference to Atlatsa’s report onForm 6-K, furnished to the Commission on September 20, 2013. |
| (9) | Incorporated by reference to Atlatsa’s Annual Report onForm 20-F for the year ended December 31, 2013. |
| (10) | Incorporated by reference to Atlatsa’s report onForm 6-K, furnished to the Commission on March 31, 2014. |
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