UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2002
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to______________
Commission file number 0-29150
RANDGOLD & EXPLORATION COMPANY LIMITED
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(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
SOUTH AFRICA
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(Jurisdiction of incorporation or organization)
5 PRESS AVENUE, SELBY, JOHANNESBURG, SOUTH AFRICA
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(Address of principal executive offices)
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
None
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
Ordinary Shares, par value Rand .01 per share
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(Title of Class)
AMERICAN DEPOSITARY SHARES
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
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(Title of Class)
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period covered by the
annual report. As of December 31, 2002, the Registrant had outstanding
43,696,228 Ordinary Shares, par value Rand .01 per share.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark which financial statement item the Registrant
has elected to follow. Item 17 |_| Item 18 |X|
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS)
Indicate by a checkmark whether the registrant has filed all documents
and reports required to be filed by sections 12, 13 or 15(d) of the Securities
Exchange Act 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes |_| No |_|
TABLE OF CONTENTS
-----------------
INDEX PAGE NO.
- ----- --------
GLOSSARY OF TERMS AND EXPLANATIONS .............................................................................ii
PART I
Item 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
AND ADVISERS ..................................................................................1
Item 2 OFFER STATISTICS AND EXPECTED TIMETABLE .......................................................1
Item 3 KEY INFORMATION ...............................................................................1
Item 4 INFORMATION ON THE COMPANY ...................................................................14
Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS .................................................53
Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ...................................................73
Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS .................................................................................77
Item 8 FINANCIAL INFORMATION ........................................................................79
Item 9 THE OFFER AND LISTING ........................................................................79
Item 10 ADDITIONAL INFORMATION .......................................................................80
Item 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...................................93
Item 12 DESCRIPTION OF SECURITIES OTHER THAN
EQUITY SECURITIES ............................................................................97
PART II
Item 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ..............................................98
Item 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS .................98
Item 15 CONTROLS AND PROCEDURES.......................................................................98
Item 16 [Reserved] ...................................................................................98
PART III
Item 17 FINANCIAL STATEMENTS .........................................................................99
Item 18 FINANCIAL STATEMENTS .........................................................................99
Item 19 EXHIBITS .....................................................................................99
PREPARATION OF FINANCIAL INFORMATION
Randgold & Exploration Company Limited is a South African company, and
its operations are primarily managed there. Accordingly, its books of accounts
are maintained in South African Rand. Our financial statements are prepared in
United States Dollars and in accordance with generally accepted accounting
principles in the United States. All references to "Dollars" or "$" herein are
to United States Dollars, and references to "Rand" or "R" are to South African
Rand.
IMPERIAL UNITS OF MEASURE AND METRIC EQUIVALENTS
Metric Imperial Imperial Metric
- ------ -------- -------- ------
1 metric tonne 1.10229 short ton 1 short ton 0.9072 metric tonne
1 kilogram 2.20458 pounds 1 pound 0.4536 kilograms
1 gram 0.03215 troy ounces 1 troy ounce 31.10353 grams
1 kilometer 0.62150 mile 1 mile 1.609 kilometers
1 meter 3.28084 feet 1 foot 0.3048 meters
1 liter 0.26420 U.S. gallon 1 U.S. gallon 3.785 liters
1 hectare 2.47097 acres 1 acre 0.4047 hectares
1 centimeter 0.39370 inches 1 inch 2.54 centimeters
1 square kilometer 0.3861 square miles 1 square mile 2.58999 square kilometers
GLOSSARY OF TERMS AND EXPLANATIONS
Accreted: The process whereby one geologic package of
rocks converges upon, and is fused or welded
to another. This is typically the result of
movement of the Earth's plates.
AE: Autorisation d'exploration (prospecting
permit).
Albite: A sodium rich feldspar mineral.
Alteration: Changes in the composition of a rock,
generally chemical or mineralogical, brought
about by weathering or hydrothermal
activity.
Amphibolite facies: A grade of metamorphism with specific
minerals formed under specific pressure and
temperature conditions.
Anticlinal flexure: A fold or flexure in the (lithologic)
layering of a rock such that the convex
portion faces upwards, i.e. in the shape of
an arch.
Arsenopyrite: A mineral compound of iron, arsenic and
sulfur.
Batholith: A large intrusive mass of igneous rock.
Biotite: A dark colored micaceous mineral.
Birrimian: Geological time era, about 2.1 billion years
ago in which a suite of rocks characteristic
to West Africa formed.
Breccia/Brecciation: Rock type, formed from recrystalized
fragments of other rocks.
Brownfield: A previously explored area.
Carbonate: Type of sedimentary rock.
Carbon-In-Leach (CIL): A process similar to CIP (described
below) except that the ore slurries are not
leached with cyanide prior to carbon
loading. Instead, the leaching and carbon
loading occur simultaneously.
-ii-
Carbon-In-Pulp (CIP): A common process used to extract gold from
cyanide leach slurries. The process consists
of carbon granules suspended in the slurry
and flowing counter-current to the process
slurry in multiple-staged agitated tanks.
The processed slurry, which has been leached
with cyanide prior to the CIP process,
contains gold in solution. The gold in
solution is absorbed onto the carbon
granules which are subsequently separated
from the slurry by screening. The gold is
then recovered from the carbon by
electro-winning onto steel wool cathodes or
by a similar process.
Chalcopyrite: A mineral compound of copper, iron and
sulphide.
Clastic: Rocks built up of fragments of pre-existing
rocks which have been produced by the
processes of weathering and erosion.
Craton: A part of the Earth's crust that has
attained stability and has been little
deformed for a long time.
Cut-off grade: The grade at which the total profit from
mining the ore bodies, under a specified set
of mining parameters, is maximized.
Development: Activities required to prepare for mining
activities and maintain a planned production
level and those costs to enable the
conversion of mineralized material to
reserves.
Dilution: Mixing of ore grade material with non-ore
grade/waste material in the mining process.
Disseminated: A term used to describe fine particles of
the ore mineral dispersed through the
enclosing rock.
Dyke: A sheet-like body of igneous rock which is
discordant to bedding or foliation.
EEP: Exclusive exploration permit.
Electro-winning: Chemical and electrical process of
recovering gold after elution.
Elution: Chemical process of desorbing gold from
activated carbon.
EP: Exploration permit.
Epidote: A calcium and iron rich silicate mineral
generally formed during hydrothermal
alteration.
Exploration: Activities associated with ascertaining the
existence, location, extent or quality of
mineralized material, including economic and
technical evaluations of mineralized
material.
Facies: An assemblage of metamorphic rocks which is
considered to have formed under similar
conditions of temperature and pressure.
Fault: A fracture in the rock along which there has
been an observable amount of displacement.
Feldspar: An alumino-silicate mineral.
Flotation: A recovery process by which valuable
minerals are separated from waste rock to
produce a concentrate. Chemicals are then
introduced to induce certain minerals to
attach to air bubbles and to float.
Fold: A flexure in the rocks.
Foliation: Parallel orientation of platy minerals or
mineral banding in rocks.
-iii-
Footwall: The underlying side of a fault, orebody or
stope.
Fragmentation: The breakage of rock during blasting in
which explosive energy fractures the solid
mass into pieces; the distribution of rock
particle sizes after blasting.
g/t: Gram of gold per metric tonne.
Gold reserves: The gold contained within proven and
probable reserves on the basis of
recoverable material (reported as mill
delivered tonnes and head grade).
Grade: The quantity of metal per unit mass of ore
expressed as a percentage or, for gold, as
grams of gold per tonne of ore.
Granitoid: Geological rock type.
Granodiorite: Type of igneous rock.
Gravity gold concentration: A process of separating two or more minerals
of different specific gravity (SG) by their
relative movement in a fluid in response to
the force of gravity or other such forces.
Greenschist facies: A grade of metamorphism with specific
minerals formed under specific pressure and
temperature conditions.
Greenstone: A field term used to describe any slightly
metamorphosed rock.
Greywacke: Type of sedimentary rock.
Grinding: Reducing mineralized rock to the consistency
of fine sand by crushing and abrading in a
rotating steel grinding mill.
Haematite: An oxide of iron.
Head grade: The grade of the ore as delivered to the
metallurgical plant.
Hydrothermal: Process of injection of heated or hot
aqueous-rich solutions into existing rocks.
Igneous: Derived from hot material that originated
beneath the earth's surface and solidified
at or near the surface.
Inlier: An area of older rocks completely surrounded
by younger rocks.
In situ: In place or within unbroken rock or still in
the ground.
Intrusive: A rock produced by the emplacement and
subsequent solidification of hot magma in
pre-existing rock.
Landsat: Photographs of the Earth's surface taken
from satellite.
Leaching: Dissolution of gold from the crushed and
milled material, including reclaimed slime,
for absorption and concentration on to the
activated carbon.
Lower Proterozoic: Era of geological time between 2.5 billion
and 1.8 billion years before the present.
Metamorphism: Alteration of rocks and minerals by a
combination of heat, pressure and chemical
processes over a long time period.
Metasediment: A sedimentary rock that has undergone
metamorphism.
Metallurgical Plant: A processing plant used to treat ore and
extract the contained gold.
-iv-
Metallurgy: In the context of this document, the science
of extracting metals from ores and preparing
them for sale.
Mill delivered tonnes: A quantity, expressed in tonnes, of ore
delivered to the metallurgical plant.
Milling/mill: The comminution of the ore, although the
term has come to cover the broad range of
machinery inside the treatment plant where
the gold is separated from the ore.
Mineable: That portion of a mineralized deposit for
which extraction is technically and
economically feasible.
Mineralization: The presence of a target mineral in a mass
of host rock.
Mineralized material: Mineralized material or deposit is a
mineralized body which has been delineated
by appropriate drilling and/or underground
sampling to support a sufficient tonnage and
average grade of metal(s). Under Securities
and Exchange Commission standards, such
deposit does not qualify as a reserve until
a comprehensive evaluation, based upon unit
cost, price, grade, recoveries and other
factors, concludes economic feasibility.
Moz: Million troy ounces.
Mt: Million metric tonnes.
Open pit: Mining in which the ore is extracted from a
pit. The geometry of the pit may vary with
the characteristics of the orebody.
Orebody: A mass of ore which is economically capable
of being worked.
Orogenic: Of or related to mountain building, such as
when a belt of the Earth's crust is
compressed by lateral forces to form a chain
of mountains.
Ounce: One troy ounce.
Overburden: The soil and rock that must be removed in
order to expose an ore deposit.
Oxide: Soft, weathered rock.
Payshoot: A defined zone of economically viable
mineralization.
Polymictic: Detrittal rock consisting of fragments of
different materials.
Porphyry: Medium grained igneous rock containing
larger mineral crystals.
Probable reserves: Reserves for which quantity and grade and/or
quality are computed from information
similar to that used for proven reserves,
but the sites for inspection, sampling, and
measurement are farther apart or are
otherwise less adequately spaced. The degree
of assurance, although lower than that for
proven reserves, is high enough to assume
continuity between points of observation.
Prospect: An area of land with insufficient data
available on the mineralization to determine
if it is economically recoverable, but
warranting further investigation.
Prospecting license or permits: An area for which permission to explore has
been granted.
Proven reserves: Reserves for which (a) quantity is computed
from dimensions revealed in outcrops,
trenches, workings or drill holes; grade
and/or quality are computed from the results
of detailed sampling; and (b) the sites for
inspection, sampling and measurement are
spaced so closely and the geologic character
is so well defined that size, shape, depth
and mineral content of reserves are
well-established.
-v-
Pyrite: A brassy-colored mineral of iron sulphide
(compound of iron and sulfur).
Pyrrhotite: A mineral compound of iron and sulphide.
Quartz: A mineral compound of silicon and oxygen.
Quartzite: Metamorphic rock with interlocking quartz
grains displaying a mosaic texture.
Rotary Air Blast or RAB: A drilling method employing a slowly
rotating blade or percussion hammer which
yields a sample which is delivered to the
surface outside of the rod string by a blast
of air.
Refining: The final stage of metal production in which
final impurities are removed from the molten
metal by introducing air and fluxes. The
impurities are removed as gases or slag.
Regolith: Weathered products of fresh rock, such as
soil, alluvium, colluvium, sands, and
hardened oxidized materials.
Rehabilitation: The process of restoring mined land to a
condition approximating its original state.
Reserve: That part of a mineral deposit which could
be economically and legally extracted or
produced at the time of the determination.
Reverse Circulation (RC) Drilling: A drilling method.
RP: Reconnaissance permit.
Sampling: Taking small pieces of rock at intervals
along exposed mineralization for assay (to
determine the mineral content).
Sedimentary: Sourced from erosion of other rocks.
Shear zone: An elongated area of structural deformation.
Shrinkage stoping: A vertical, overhand labor intensive mining
method whereby most of the broken ore
remains in the stope to form a working floor
for the miners. Leaving broken ore in the
stope provides additional wall support until
the stope is completed and ready for
drawdown. Stopes are mined upwards in
horizontal slices. Normally about 35% of the
ore derived from the stope cuts (the swell)
can be drawn off ("shrunk") as mining
progresses.
Silica: A mineral compound of silica and oxide,
often in the form of quartz.
Silicification: Introduction of additional silica into the
rock during hydrothermal alteration.
Siltstone: Fine grained detrital sedimentary rock.
Slurry: A fluid comprising fine solids suspended in
a solution (generally water containing
additives).
Stockpile: A store of unprocessed ore.
Stope: The underground excavation within the
orebody where the main gold production takes
place.
Stripping: The process of removing overburden to expose
ore.
Stripping Ratio: Ratio of waste material to ore material
needed to be moved in an open pit mine.
-vi-
Sulphidation: Impregnation of the rock with sulphides
during hydrothermal alteration.
Sulfide or Sulphide: A mineral characterized by the linkages of
sulfur with a metal or semi-metal, such as
pyrite or iron sulphide. Also a zone in
which sulfide minerals occur.
Tailings: Finely ground rock from which valuable
minerals have been extracted by milling.
Tectonic: Deformation related to orogenesis (mountain
building events).
Thrust: A low angle reverse fault.
Tonalite: A type of igneous rock.
Tonnage: Quantities where the ton or tonne is an
appropriate unit of measure. Typically used
to measure reserves of gold-bearing material
in situ or quantities of ore and waste
material mined, transported or milled.
Tonne: One tonne is equal to 1,000 kilograms (also
known as a "metric" ton).
Total cash costs: Total cash costs, as defined in the Gold
Institute standard, include mine production,
transport and refining costs, general and
administrative costs, movement in production
inventories and ore stockpiles, transfers to
deferred stripping and royalties. We
calculate total cash costs per ounce by
dividing total cash costs by gold ounces
produced for all periods presented.
Trenching: Making elongated open-air excavations for
the purposes of mapping and sampling.
Trend: The arrangement of a group of ore deposits
or a geological feature or zone of similar
grade occurring in a linear pattern.
Turbidite: A sedimentary rock deposited by dense
slurries (or flows) which contain a mixture
of water, sand and clay.
Waste: Ore rock mined with an insufficient gold
content to justify processing.
Weathered: Rock broken down by erosion.
-vii-
Statements in this Annual Report concerning our business outlook or
future economic performance, anticipated revenues, expenses or other financial
items, and statements concerning assumptions made or expectations as to any
future events, conditions, performance or other matters, are "forward-looking
statements" as that term is defined under the United States federal securities
laws. Forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from those stated
in such statements. Factors that could cause or contribute to such differences
include, but are not limited to, those set forth under "Risk Factors" in this
Annual Report as well as those discussed elsewhere in this Annual Report and in
our other filings with the Securities and Exchange Commission.
PART I
Unless the context otherwise requires, "us," "we," "our," or words of
similar import, refer to Randgold & Exploration Company Limited and its
subsidiaries and associated companies. All references to "RRL" mean Randgold
Resources Limited, an associated company of ours incorporated in Jersey, Channel
Islands. On June 30, 2003, we owned approximately 42.89% of the issued and
outstanding share capital of RRL. On June 30, 2003, RRL owned 50% of Morila
Limited, which owned 80% of Societe des Mines de Morila, or Morila SA, which is
the owner of the Morila mine.
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable
ITEM 3 KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following selected consolidated financial data for the years ended
December 31, 2002, 2001 and 2000 , and at December 31, 2002 and 2001 are derived
from our consolidated financial statements set forth elsewhere in this Annual
Report, which have been prepared in accordance with generally accepted
accounting principles in the United States. Our consolidated financial
statements have been audited by PricewaterhouseCoopers Inc., whose report with
respect to these financial statements appears elsewhere in this Annual Report.
The selected consolidated financial data for the nine month period ended
December 31, 1999 and the year ended March 31, 1999 and at December 31, 2000,
1999 and March 31, 1999 are derived from audited consolidated financial
statements not appearing in this Annual Report which have been prepared in
accordance with generally accepted accounting principles in the United States.
The selected consolidated financial data set forth below should be read in
conjunction with "Item 5. Operating and Financial Review and Prospects" and the
consolidated financial statements and the notes thereto and the other financial
information appearing elsewhere in this Annual Report.
-1-
(Dollars in thousands except share and per share data which are in Dollars and South African Rands as indicated)
NINE MONTH
YEAR ENDED YEAR ENDED YEAR ENDED PERIOD ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, YEAR ENDED
2002 2001 2000 1999 MARCH 31, 1999
-------------- -------------- -------------- --------------- ----------------
OPERATIONS
Revenues............................. 1,638 20,575 182,990 40,240 70,778
Equity income........................ 43,722 32,482 7,908 - -
Income/(loss) before minority
interest........................... 30,457 5,955 12,305 (84,654) (50,859)
Minority interest.................... (2,969) (6,362) (6,823) 34,795 17,721
Net income/(loss).................... 27,488 (407) 5,482 (49,859) (33,138)
Earnings/(loss) per share (basic).... $0.64 ($0.01) $0.13 ($1.20) ($0.80)
Cash dividend per share - $......... - - - - -
Cash dividend per share - R......... - - - - -
Diluted earnings per share........... $0.63 - $0.13 - -
FINANCIAL POSITION
Cash and cash equivalents ........... 2,541 2,395 57,135 2,869 4,453
Other current assets................. 718 16,409 24,572 48,262 57,303
Property, plant and equipment - net.. 1,699 11,532 21,513 136,007 124,676
Other long term assets - net......... - - 186 571 15,820
Investments.......................... 17,345 8,902 6,320 19,417 23,988
Investment in associate.............. 57,209 - - - -
Investment in joint venture.......... - 48,287 24,988 - -
-------------------------------------------------------------------------------------
Total assets......................... 79,512 87,525 134,714 207,126 226,240
-------------------------------------------------------------------------------------
Current liabilities.................. 10,312 23,977 73,798 100,315 34,065
Provision for environmental
rehabilitation..................... - 2,032 3,000 1,713 1,528
Provision for post retirement benefits 6,005 4,506 3,606 4,767 5,179
Deferred income tax.................. - - - - 253
Loans from minority shareholders in
subsidiaries....................... - 21,625 22,258 24,003 20,072
Long term liabilities ............... - 30,727 10,727 63,971 69,718
Deferred liabilities on financial
instruments........................ - 1,030 4,368 7,969 -
Interest of outside shareholders in
subsidiaries....................... - (7,945) 15,991 6,787 47,780
Total Shareholders' equity........... 63,195 11,573 966 (2,399) 47,645
-------------------------------------------------------------------------------------
Total liabilities and shareholders'
equity............................. 79,512 87,525 134,714 207,126 226,240
-------------------------------------------------------------------------------------
-2-
ADDITIONAL SELECTED FINANCIAL DATA
YEAR ENDED YEAR ENDED NINE MONTH
DECEMBER 31, DECEMBER 31, YEAR ENDED PERIOD ENDED YEAR ENDED
2002 2001 DECEMBER 31, 2000 DECEMBER 31, 1999 MARCH 31, 1999
-------------- -------------- ------------------ ------------------- ----------------
Capital stock (exclusive
of long term debt and
redeemable preference
shares ($'000)(1)....... 120 118 118 118 118
Number of common shares
as adjusted to reflect
changes in capital stock 43,696,256 41,701,921 41,437,419 41,394,162 41,375,462
Net assets/(liabilities)
($'000)................. 63,195 11,573 966 (2,399) 47,645
1 Reflects the nominal value, or par value, of our issued share capital at the end of each reporting period.
EXCHANGE RATE INFORMATION
The following table sets forth for the periods and dates indicated certain information concerning the noon buying
rate expressed in Rands per $1.00. On June 30, 2003, the noon buying rate between Rands and Dollars was R7.51 = $1.00.
AVERAGE LOW HIGH PERIOD END
--------- ------------ ----------- -------------
Year ended March 31, 1999..................... 5.81 5.03 6.67 6.18
Nine month period ended December 31, 1999..... 6.12 5.97 6.26 6.15
Year ended December 31, 2000.................. 6.97 6.05 7.82 7.57
Year ended December 31, 2001.................. 8.61 7.49 13.07 11.98
Year ended December 31, 2002.................. 10.57 8.76 12.59 8.66
LOW HIGH
----------- ---------
January 2003.................................. 8.44 9.08
February 2003................................. 8.08 8.58
March 2003.................................... 7.89 8.26
April 2003.................................... 7.32 8.08
May 2003...................................... 7.22 7.90
June 2003..................................... 7.83 8.11
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
-3-
D. RISK FACTORS
IN ADDITION TO THE OTHER INFORMATION INCLUDED IN THIS ANNUAL REPORT, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS BEFORE DECIDING TO INVEST IN OUR
SECURITIES.
RISKS RELATING TO OUR BUSINESS
BECAUSE WE HAVE DEPENDED LARGELY UPON RRL, WHICH IN TURN DEPENDS UPON MORILA
LIMITED, FOR SUBSTANTIALLY ALL OF OUR PROFITS, OUR BUSINESS WILL BE HARMED IF
MORILA'S REVENUES OR ITS ABILITY TO PAY DIVIDENDS ARE ADVERSELY IMPACTED.
RRL holds its ownership interest in Morila through a 50% ownership
interest in Morila Limited, which in turn owns 80% of Morila SA, the direct
owner of the Morila mine. In 2002, substantially all of our profits were derived
solely from the sale of gold mined at Morila, and we expect that this mine will
continue to provide substantially all of our profits, if any, for at least the
next two years. As a result, our results of operations and financial condition
could be materially and adversely affected by any of the following factors:
o fluctuations in the price of gold realized by Morila;
o the failure of Morila to produce expected amounts of gold;
o any disputes which may arise between RRL and AngloGold
Limited, or AngloGold, with respect to the management of
Morila Limited; and
o restrictions contained in the loan agreement between Morila SA
and its lenders, on the ability of Morila SA to pay dividends
to its shareholders, including Morila Limited.
THE PROVISIONS OF MORILA SA'S LOAN AGREEMENT AND ITS CASH REQUIREMENTS MAY
PREVENT IT FROM PAYING DIVIDENDS TO ITS SHAREHOLDERS, INCLUDING MORILA LIMITED,
WHICH WOULD REDUCE RRL'S CASH FLOW AND ADVERSELY AFFECT OUR BUSINESS.
The terms of Morila SA's loan agreement restrict Morila SA's ability to
pay dividends. Morila SA may pay dividends only in the event it meets various
financial tests and is otherwise not in default under the loan agreement. The
loan agreement provides that Morila SA may declare dividends only if Morila SA
has cash on hand in excess of three months projected working capital, capital
expenditure commitments and any cash balances required to satisfy covenants
under the loan agreement. Our business, and financial condition, will be
materially and adversely affected if anticipated dividends are not paid by
Morila SA.
In addition, because RRL has a retained earnings reserve deficit, the
Companies (Jersey) Law, 1991, prohibits it from declaring or paying any
dividends or distributions until these reserves return to a positive amount or
unless two thirds of RRL's members present and voting at a general meeting pass
a special resolution authorizing such a declaration or payment.
THE PROFITABILITY OF OUR OPERATIONS, AND THE PROFITS GENERATED BY OUR
OPERATIONS, ARE AFFECTED BY CHANGES IN THE MARKET PRICE FOR GOLD WHICH IN THE
PAST HAS FLUCTUATED WIDELY.
Substantially all of our profits have come from the sale of gold.
Historically, the market price for gold has fluctuated widely and has been
affected by numerous factors over which we have no control, including:
o the demand for gold for industrial uses and for use in
jewelry;
o international or regional political and economic trends;
o the strength of the Dollar, the currency in which gold prices
generally are quoted, and of other currencies;
-4-
o financial market expectations regarding the rate of inflation;
o interest rates;
o speculative activities;
o actual or expected purchases and sales of gold bullion
holdings by central banks or other large gold bullion holders
or dealers;
o hedging activities by gold producers; and
o the production and cost levels for gold in major
gold-producing nations.
The volatility of gold prices is illustrated in the following table,
which shows the quarterly high, low and average of the afternoon London Bullion
Market fixing price of gold in U.S. dollars for the past two years and the first
two quarters of 2003.
Price per ounce ($)
Year High Low Average
---- --- -------
2003
Second Quarter.............................. 371.40 319.90 346.90
First Quarter............................... 382.10 329.45 352.09
2002
Fourth Quarter.............................. 349.30 310.75 321.87
Third Quarter............................... 326.30 302.25 314.20
Second Quarter.............................. 327.05 297.75 312.40
First Quarter............................... 304.30 277.75 290.07
2001
Fourth Quarter.............................. 291.85 272.20 278.64
Third Quarter............................... 293.25 265.10 274.17
Second Quarter.............................. 291.25 255.95 267.92
First Quarter............................... 272.50 256.25 263.51
In addition, the current demand for, and supply of, gold affects the
price of gold, but not necessarily in the same manner as current demand and
supply affect the prices of other commodities. Historically, gold has tended to
retain its value in relative terms against basic goods in times of inflation and
monetary crisis. As a result, central banks, financial institutions, and
individuals hold large amounts of gold as a store of value, and production in
any given year constitutes a very small portion of the total potential supply of
gold. Since the potential supply of gold is large relative to mine production in
any given year, normal variations in current production will not necessarily
have a significant effect on the supply of gold or its price.
If gold prices should fall below and remain below RRL's cost of
production for any sustained period, we may experience losses and RRL may be
forced to curtail or suspend some or all of its mining operations. In addition,
we would also have to assess the economic impact of low gold prices on our
ability to recover any losses we may incur during that period and on our ability
to maintain adequate reserves. For RRL's continued operations, which does not
include Syama, the total cash cost of production per ounce of gold sold was $74
in the year ended
-5-
December 31, 2002, $102 in the year ended December 31, 2001 and $88 in the year
ended December 31, 2000. For all operations, the total cash cost of production
per ounce of gold sold was $74 in the year ended December 31, 2002, $156 in the
year ended December 31, 2001 and $260 in the year ended December 31, 2000. We
expect that Morila SA's total cash costs will rise as the life of the mine
advances, which could adversely affect our profitability.
WE MAY BE REQUIRED TO SEEK FUNDING FROM THIRD PARTIES OR ENTER INTO JOINT
DEVELOPMENT ARRANGEMENTS TO FINANCE THE DEVELOPMENT OF OUR PROPERTIES AND THE
TIMELY EXPLORATION OF OUR MINERAL RIGHTS, WHICH FUNDING OR DEVELOPMENT
ARRANGEMENTS MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS, OR AT ALL.
We require substantial funding to develop our properties. For example,
our ability to continue our exploration activities through joint ventures is
dependent on the availability of sufficient funding. Furthermore, if it is
ultimately determined that RRL's Loulo or Tongon projects would sustain
profitable mining operations, RRL's ability to build mines at these sites would
also be dependent upon the availability of sufficient funding. In some
countries, if we do not conduct any mineral exploration on our mineral holdings
or make the required payments in lieu of completing mineral exploration, these
mineral holdings will lapse and we will lose all interest that we have in these
mineral rights.
We may be required to seek funding from third parties if our internally
generated cash resources are insufficient to finance these activities. Our
ability to obtain outside financing will depend upon the price of gold and the
industry's perception of its future price, and other factors outside of our
control. We may not be able to obtain funding on acceptable terms when required,
or at all. Cash constraints and strategic considerations may also lead us to
dispose of all or part of our interests in some of our projects or mineral
rights or to seek out third parties to jointly develop one or more projects.
U.S. SHAREHOLDERS MAY BE SUBJECT TO ADVERSE U.S. TAX CONSEQUENCES AS A RESULT OF
OUR STATUS AS A PASSIVE FOREIGN INVESTMENT COMPANY.
We believe that we were a passive foreign investment company, or PFIC,
for U.S. federal income tax purposes for the taxable year ended 2002, and
anticipate that we will be classified as a PFIC for the 2003 taxable year. U.S.
shareholders who owned our shares in 2002 will be subject to reporting
requirements for 2002 and succeeding years, even if in subsequent years we are
no longer a PFIC. Unless specific shareholder elections apply, U.S. shareholders
may also be subject to increased U.S. tax liabilities, even if in subsequent
years we are no longer a PFIC. The same reporting obligations and tax
consequences will apply to U.S. Shareholders who acquire shares during the 2003
taxable year if our expectation that we will be a PFIC for the 2003 taxable year
is accurate. We urge U.S. shareholders to review Item 10E. - "Taxation --
Passive Foreign Investment Company Status" in this Annual Report and to consult
their own U.S. tax advisors with respect to the U.S. tax consequences of an
investment in our ordinary shares or ADS's.
IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY PERSONNEL OUR BUSINESS MAY BE HARMED.
Our ability to bring additional mineral properties into production and
explore our extensive portfolio of mineral rights will depend, in large part,
upon the skills and efforts of a small group of management and technical
personnel. Factors critical to retaining our present staff and attracting
additional highly qualified personnel include our ability to provide these
individuals with competitive compensation arrangements, equity participation and
other benefits. If we are not successful in retaining or attracting highly
qualified individuals in key management positions our business may be harmed.
The loss of any of our key personnel could adversely impact our ability to
execute our business plan. We do not maintain "key man" life insurance policies
on most members of our executive team.
SOME OF OUR DIRECTORS AND OFFICERS HOLD POSITIONS WITH OTHER COMPANIES IN OUR
INDUSTRY, WHICH MAY PRESENT CONFLICTS WITH RANDGOLD & EXPLORATION THAT ARE
RESOLVED IN A MANNER UNFAVORABLE TO US.
Some of our officers and directors, including our chairman, Roger
Kebble, hold positions with RRL, one of our associated companies, and with other
companies in our industry, including JCI Limited, or JCI, and Western Areas
Limited, or Western Areas. These positions could create, or appear to create,
potential conflicts of interest when these directors and officers are faced with
decisions that could have different implications for us and the other
-6-
companies in which these directors and officers hold positions. These conflicts
may not ultimately be resolved in a manner that is favorable to us.
LEGAL ACTION AGAINST OUR CHAIRMAN MAY ADVERSELY AFFECT OUR SHARE PRICE.
Our chairman, Roger Kebble, resigned as a director of Durban Roodepoort
Deep, Limited, or DRD, a South African company, in June 2002. Management of DRD
has instituted legal proceedings alleging that while Mr. Kebble was chairman of
DRD he may have benefited from transactions involving payments to a close
corporation of which he was a member, which was not disclosed to DRD. Mr. Kebble
has disputed the claims. We have been informed that a further hearing will take
place in October 2003.
A criminal action, brought on November 12, 2002, is pending in the
Specialised Commercial Crime Court in Johannesburg against Mr. Kebble for an
alleged contravention of Section 234 of the Companies Act No. 51 of 1973 and/or
fraud, arising out of an alleged failure by Mr. Kebble, as a director of DRD, to
declare to DRD his interest in Skilled Labour Brokers CC and allegations that
DRD received invoices from this corporation which were paid by DRD at a time
when Mr. Kebble had an undisclosed interest in that entity.
A criminal action, brought on December 6, 2002, is pending in the High
Court of South Africa, Witwatersrand Local Division, against Western Areas, Mr.
R. Brett Kebble, Mr. Hendrik C. Buitendag and Mr. Roger A.R. Kebble on
unspecified alleged charges of fraud. Details of the charges have not been
provided. The proceedings arise out of the proposed restructuring of JCI Gold
Limited, Consolidated African Mines Limited, or CAM, Free State Development and
Investment Corporation Limited, Barnato Exploration Limited, or Barnex, and
ourselves towards the end of 1999.
In the event of these legal actions continuing against our chairman,
investors may be unwilling to invest in our securities, which may have an
adverse effect on our share price.
IF WE ARE UNABLE TO MEET ANY OF THE CONDITIONS IMPOSED BY THE SOUTH AFRICAN
RESERVE BANK WITH RESPECT TO OUR OWNERSHIP OF SHARES OF RRL, WE MAY BE FORCED TO
SELL OUR SHARES WHICH MAY HAVE A MATERIAL AND ADVERSE EFFECT ON OUR REVENUES AND
CASH FLOWS.
The South African Reserve Bank, or SARB, regulates our ownership of RRL
shares and requires us to maintain at least a 36% interest in RRL. In connection
with RRL's proposed public offering of its ordinary shares, the SARB relaxed its
requirement that we own not less than 50.1% of RRL's ordinary shares. The change
in the SARB requirements was conditioned upon, among other things, us being able
to maintain "management control" of RRL. According to South African regulations,
management control vests in majority shareholders which is defined as
shareholders holding at least a 35% interest in a company. In the event that we
are unable to meet the conditions imposed by the SARB, we may be forced to sell
all or a portion of our RRL shares. If this occurs, it may have a material and
adverse effect on our results of operations and financial condition.
OUR INSURANCE COVERAGE MAY PROVE INADEQUATE TO SATISFY FUTURE CLAIMS AGAINST US.
We may become subject to liabilities, including liabilities for
pollution or other hazards, against which we have not insured adequately or at
all or cannot insure. Our insurance policies contain exclusions and limitations
on coverage. Our current insurance policies provide worldwide indemnity of
(pound)50 million in relation to legal liability incurred as a result of death,
injury, disease of persons and/or loss of or damage to property. Main exclusions
under this insurance policy, which relates to our industry, include war, nuclear
risks, silicosis, asbestosis, or other fibrosis of the lungs or diseases of the
respiratory system with regards to employees, and gradual pollution. In
addition, our insurance policies may not continue to be available at
economically acceptable premiums. As a result, in the future our insurance
coverage may not cover the extent of claims against us for environmental or
industrial accidents or pollution.
-7-
RRL MAY INCUR LOSSES OR LOSE OPPORTUNITIES FOR GAINS AS A RESULT OF ITS USE OF
DERIVATIVE INSTRUMENTS TO PROTECT ITSELF AGAINST LOW GOLD PRICES.
RRL uses derivative instruments to protect the selling price of some of
its anticipated gold production. The intended effect of the derivative
transactions is to lock in a minimum sale price for future gold production at
the time of the transactions, reducing the impact on RRL of a future fall in
gold prices.
To the extent these instruments protect RRL against low gold prices,
they will only do so for a limited period of time. If the instrument cannot be
sustained, the protection will be lost. Derivative transactions can even result
in a reduction in possible revenue if the instrument price is less than the
market price at the time of settlement. Moreover, RRL's decision to enter into a
given instrument is based upon market assumptions. If these assumptions are not
met, significant losses or lost opportunities for significant gains may result.
In all, the use of these instruments may result in significant losses or prevent
RRL from realizing the positive impact of any subsequent increase in the price
of gold on the portion of production covered by the instrument. As we rely on
RRL and Morila Limited for substantially all of our profits, this could, in
turn, materially and adversely affect our business.
UNDER RRL'S JOINT VENTURE AGREEMENT WITH ANGLOGOLD, RRL JOINTLY MANAGES MORILA
LIMITED, AND ANY DISPUTES WITH ANGLOGOLD OVER THE MANAGEMENT OF MORILA LIMITED
COULD ADVERSELY AFFECT OUR BUSINESS.
RRL jointly manages Morila Limited with AngloGold under a joint venture
agreement. Under the agreement, AngloGold is responsible for the day-to-day
operations of Morila, subject to the overall management control of Morila
Limited's board. Substantially all major management decisions, including
approval of a budget for Morila SA, must be approved by Morila Limited's board.
RRL and AngloGold retain equal control over the board, with neither party
holding a deciding vote. If a dispute arises between RRL and AngloGold with
respect to the management of Morila Limited which they cannot amicably resolve,
RRL may have to participate in an arbitration or other proceeding to resolve the
dispute, which could materially and adversely affect its business. As we rely on
RRL and Morila Limited for substantially all of our profits, this could, in
turn, materially and adversely affect our business.
THE AMOUNT OF GOLD PRODUCED AT THE SYAMA MINE FAILED TO MEET PROJECTED LEVELS OF
PRODUCTION, AND RRL'S REMAINING LIABILITIES FOLLOWING THE CLOSURE OF THE MINE IN
2001 COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.
Following RRL's acquisition of the Syama mine in October 1996, it
developed a plan to expand the level of ounces of gold produced to 265,000
ounces per annum for eight years, which it believed would have reduced its unit
cash costs to approximately $210 per ounce. However, gold production at the
Syama mine never exceeded the approximately 177,000 ounces of gold produced at
Syama in 1999 and RRL's unit cash costs never fell below $270 per ounce. In
2000, RRL reduced the anticipated annual gold production levels of the Syama
mine in its plan.
In December 2001, RRL placed the Syama mine on care and maintenance,
which means that it is monitoring and preserving the condition of the mine's
plant and equipment so that it may be returned to active service at some future
date should the gold price show a sustained significant rise. Without such a
rise in the gold price, a phased closure is anticipated. At April 30, 2003, RRL
was liable for approximately $5.6 million of the remaining Syama liabilities.
RRL determined to close the Syama mine as a result of its inability to operate
the mine profitably, which was caused primarily by the prevailing low gold price
and shortfalls in gold production caused by its failure to install and maintain
a reliable and adequate supply of power to the mine.
RRL has entered into a heads of agreement with Resolute Mining Limited
of Australia, or Resolute. Under this agreement RRL has given Resolute a 12
month option to acquire RRL's entire interest in its wholly-owned subsidiary,
Randgold Resources (Somisy) Limited, or RRL Somisy, for $6 million, plus a
quarterly royalty payment based on the gold price. RRL Somisy owns 80% of
Societe des Mines de Syama S.A., or Somisy, which owns the Syama mine. In
addition, upon execution of the option Resolute should assume $7.0 million of
Syama's liabilities. During the option period, Resolute will pay RRL option fees
of $75,000 per month. RRL might not successfully sell the Syama mine or its
assets. If it does, the sale price may not be sufficient to offset these
liabilities. RRL's remaining liabilities, could materially and adversely affect
our business, cashflows or financial condition.
-8-
RRL'S MINING OPERATIONS MAY YIELD LESS GOLD UNDER ACTUAL PRODUCTION CONDITIONS
THAN INDICATED BY ITS GOLD RESERVE FIGURES, WHICH ARE ESTIMATES BASED ON A
NUMBER OF ASSUMPTIONS, INCLUDING ASSUMPTIONS AS TO MINING AND RECOVERY FACTORS,
PRODUCTION COSTS AND THE PRICE OF GOLD.
The ore reserve estimates contained in this Annual Report are estimates
of the mill delivered quantity and grade of gold in RRL's deposits and
stockpiles. They represent the amount of gold that it believes can be mined,
processed and sold at prices sufficient to recover its estimated total costs of
production, remaining investment and anticipated additional expenditures. RRL's
ore reserves are estimated based upon many factors, including:
o the results of exploratory drilling and an ongoing sampling of
the orebodies;
o past experience with mining properties; and
o the experience of the person making the reserve estimates.
RRL's ore reserve estimates are calculated based on current estimates
of production costs and gold prices and they should not be interpreted as
assurances of the economic life of RRL's gold deposits or the profitability of
RRL's future operations.
Reserve estimates may require revisions based on actual production
experience. Further, a sustained decline in the market price of gold may render
ore reserves containing relatively lower grades of gold mineralization
uneconomical to recover and ultimately result in a restatement of reserves. The
failure of the reserves to meet RRL's recovery expectations may have a
materially adverse effect on our business, financial condition and results of
operations, as we rely on RRL and Morila Limited for substantially all of our
profits.
MORILA IS DEPENDENT UPON GENERATORS TO POWER ITS PROCESSING OPERATIONS, AND ANY
DISRUPTION IN THE OPERATION OF THE GENERATORS COULD MATERIALLY AND ADVERSELY
AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
In 1999, Morila SA entered into agreements under which Rolls-Royce
Power Ventures Limited agreed to supply power to and to sell to and operate
generators at the Morila mine. From inception, the generators proved unreliable,
resulting in disruptions to the Morila operations and causing us to rely on
Rolls-Royce's provision of alternative power generation, at their cost. Morila
is also dependent upon the supply of diesel to power the generators. In the
event that Morila's power supply is disrupted for any significant period of time
as a result of the failure of the generators, the failure of any alternative
power generation source or interruption in the supply of diesel or otherwise,
Morila's gold production, and, accordingly, our financial condition and results
of operations, would be materially and adversely affected. As we rely on RRL and
Morila Limited for substantially all of our profits, this could, materially and
adversely affect our business.
GOVERNMENT POLICIES AIMED AT VESTING THE RIGHT TO PROSPECT AND MINE IN SOUTH
AFRICA IN THE NAME OF THE STATE MAY ADVERSELY IMPACT OUR OPERATIONS AND PROFITS.
We conduct exploration and joint venture activities in South Africa.
In South Africa, mineral rights (which encompass the right to prospect
and mine) are held either privately or by the government. In June 2002, the
South African Parliament passed the Mineral and Petroleum Resources Development
Act (the "Act"). The Act has yet to be implemented The Act proposes to vest the
right to prospect and mine in South Africa in the hands of the state. Provisions
of the Act phase out privately held mineral rights. To continue prospecting or
mining operations, the holder of mineral rights or prospecting permits or mining
authorizations will have to apply for a new prospecting or mining right or for a
conversion of their existing prospecting or mineral rights. Holders of dormant
mineral rights not currently prospected will have 12 months to apply for
prospecting rights.
When this Act is implemented it will result in the reduction of our
mineral holdings in South Africa. Furthermore, we may not be successful in our
applications for new prospecting rights or mining rights. Both of these events
could have an adverse effect on our results and financial condition.
-9-
The South African Treasury has published a Mineral and Petroleum
Royalties Bill for comment. This bill proposes a range of royalties from 2% to
8% depending on the mineral mined, based on revenue derived from mining. The
effect of the royalty could be to make some mineral deposits uneconomical.
Additionally, the state and the mining industry have agreed to a mining
charter to be phased in over a number of years. The charter demands a phasing in
of ownership of mining companies to historically disadvantaged South Africans
requiring a 15% ownership in 5 years and 26% in 10 years. There is no
prescription as to how this is to be achieved and it is incumbent on the
industry to select empowerment partners who can with support from the industry
raise the necessary finance for these acquisitions.
The Department of Minerals and Energy has also recently released a
scorecard against which mining companies will be measured to see how they have
performed in redressing socio-economic issues. These measures could have an
adverse affect on our results and financial conditions. The details of the
implementation of the scorecard are still uncertain, but the intention is to
penalize participants who do not meet the department's criteria as listed in the
scorecard. The scorecard is designed to facilitate the application of the
Charter in terms of the Mineral and Petroleum Resources Development Act
requirements for the conversion of all of the "old order rights" i.e. the rights
held under repealed legislation into new rights within a five-year conversion
window period, but recognizing the full ten-year period.
Activities covered under the scorecard include human resource
development, employment equity, migrant labor, mine community and rural
development, housing and living conditions, procurement, ownership and joint
ventures, beneficiation and finally reporting.
THROUGH RRL, WE CONDUCT MINING, DEVELOPMENT AND EXPLORATION ACTIVITIES IN
COUNTRIES OUTSIDE OF SOUTH AFRICA WITH DEVELOPING ECONOMIES AND ARE SUBJECT TO
THE RISKS OF POLITICAL AND ECONOMIC INSTABILITY ASSOCIATED WITH THESE COUNTRIES.
Through RRL, we currently conduct mining, development and exploration
activities in countries with developing economies, including Cote d'Ivoire,
Mali, Senegal and Tanzania. These countries and other emerging markets in which
RRL may conduct operations have, from time to time, experienced economic or
political instability, in the form of:
o war and civil disturbance;
o expropriation or nationalization;
o changing regulatory and fiscal regimes;
o fluctuations in currency exchange rates;
o high rates of inflation;
o underdeveloped industrial and economic infrastructure; and
o unenforceability of contractual rights.
The countries of Mali, Senegal and Cote d'Ivoire were French colonies
until their independence in the early 1960s. Each country has, since its
independence, experienced its own form of political upheavals with varying forms
of change of government taking place, including violent coup d'etats. The
military has also taken a hand in the politics of the countries and have
returned them to stability in times of political upheavals. Successful
democratic elections have been held in all of these countries in recent years,
which has seen civilian rule returned to power. However, Cote d'Ivoire, the
leading economic power in the region, and once considered one of the most stable
countries in Sub-Saharan Africa, has experienced three years of political
instability, including an attempted coup d'etat. In November 2002, a mutiny by
disaffected soldiers developed into a national conflict between rebels who took
control of the north of the country and Government supporters in the south.
Discussions between the two
-10-
parties continue regarding the establishment of an interim power sharing
government which would seek to establish a more permanent peaceful solution for
the country. A cease fire between all parties was signed at the beginning of May
2003.
Any political or economic instability in the West African countries in
which RRL currently operates could have a material and adverse effect on RRL's
business and results of operations, which could have an adverse effect on us.
The conflict in Cote d'Ivoire has resulted in RRL suspending work in
the country pending a peaceful solution. As a result, the progress of the Tongon
feasibility study has been delayed. RRL anticipates starting the next phase of
the project once normality returns.
Most goods are supplied to Mali through Cote d'Ivoire. Other supply
routes to Mali are, however, functioning. RRL's operations in Mali have been
affected only to the extent of making the supply of diesel more expensive since
it now has to be delivered via Togo, which adds additional transportation costs
to allow for greater delivery distances.
Also, present or future policy changes in the countries in which RRL
operate may in some way have a significant effect on our operations and
interests. The mining laws of Mali, Cote d'Ivoire, Senegal and Tanzania
stipulate that should an economic orebody be discovered on a property subject to
an exploration permit, a permit that allows processing operations to be
undertaken must be issued to the holder.
Legislation in these countries, other than Tanzania, currently provides
for the relevant government to acquire a free ownership interest, or an equity
interest for which no financial contribution is made, normally of at least 10%,
in any mining project. For example, the Malian government holds a 20% interest
in Morila SA as a result of this type of legislation. We cannot assure you that
the requirements of the various governments as to the foreign ownership and
control of mining companies will not change in a manner which adversely affects
us.
INVESTORS IN THE UNITED STATES MAY HAVE DIFFICULTY BRINGING ACTIONS AND
ENFORCING JUDGMENTS AGAINST US, OUR DIRECTORS AND OUR EXECUTIVE OFFICERS BASED
ON THE CIVIL LIABILITIES PROVISIONS OF THE FEDERAL SECURITIES LAWS OR OTHER LAWS
OF THE UNITED STATES OR ANY STATE THEREOF.
We are incorporated in South Africa. All our directors and executive
officers reside outside of the United States. Substantially all the assets of
these persons and substantially all our assets are located outside of the United
States. As a result, it may not be possible for investors to effect service of
process on these persons or us within the United States, or to enforce against
these persons or us, either inside or outside the United States, a judgment
obtained in a United States court predicated upon the civil liability provisions
of the federal securities or other laws of the United States or any state
thereof. A foreign judgment is not directly enforceable in South Africa, but
constitutes a cause of action which will be enforced by South African courts
provided that:
o The court which pronounced the judgment has jurisdiction to
entertain the case according to the principles recognized by
South African law with reference to the jurisdiction of
foreign courts;
o The judgment is final and conclusive - it cannot be altered by
the courts which pronounced it;
o There is payable pursuant to a judgment a sum of money, not
being a sum payable in respect of tax or other charges of a
like nature or in respect of a fine or other penalty;
o The judgment has not prescribed;
o The courts of the foreign country have jurisdiction in the
circumstances of the case;
o The judgment was not obtained by fraud; and
-11-
o The recognition and enforcement of the judgment is not
contrary to public policy in South Africa, including
observance of the rules of natural justice which require that
documents in the United States proceedings were properly
served on the defendant and that the defendant was given the
right to be heard and represented by counsel in a free and
fair trial before an impartial tribunal.
It is the policy of South African courts to award compensation for the
loss or damage actually sustained by the person to whom the compensation is
awarded. Although the award of punitive damages is generally unknown to the
South African legal system, that does not mean that awards of punitive damages
are not necessarily contrary to public policy. Whether a judgment was contrary
to public policy depends on the facts of the case. Exorbitant, unconscionable or
excessive awards will generally be contrary to public policy. South African
courts cannot enter into the merits of the foreign judgment and cannot act as a
court of appeal or review over the foreign courts. South African courts will
implement their own procedural laws and, where an action based on an
international contract is brought before a South African court, the capacity of
the parties to the contract will usually be determined in accordance with South
African law. It is doubtful whether an original action based on United States
Federal securities laws can be brought before South African courts. A plaintiff
who is not resident in South Africa may be required to provide security for
costs in the event of proceedings being initiated in South Africa. Furthermore,
the rules of the South African courts require that documents executed outside of
South Africa must be authenticated for the purpose of use in South Africa.
RISKS RELATING TO OUR INDUSTRY
THE EXPLORATION OF MINERAL PROPERTIES IS HIGHLY SPECULATIVE IN NATURE, INVOLVES
SUBSTANTIAL EXPENDITURES, AND IS FREQUENTLY UNPRODUCTIVE.
Exploration for gold is highly speculative in nature. Our future growth
and profitability will depend, in part, on our ability to identify and acquire
additional commercially viable mineral rights, and on the costs and results of
our continued exploration and development programs. Many exploration programs,
including some of ours, do not result in the discovery of mineralization and any
mineralization discovered may not be of sufficient quantity or quality to be
profitably mined. Our mineral exploration rights may not contain commercially
exploitable reserves of minerals. Uncertainties as to the metallurgical recovery
of any minerals discovered may not warrant mining on the basis of available
technology. Our operations are subject to all of the operating hazards and risks
normally incident to exploring for and developing mineral properties, such as:
o encountering unusual or unexpected formations;
o environmental pollution;
o personal injury and flooding; and
o decrease in reserves due to a lower mineral price.
If we discover a viable deposit, it usually takes several years from
the initial phases of exploration until production is possible. During this
time, the economic feasibility of production may change.
Moreover, we will use the evaluation work of professional geologists,
geophysicists, and engineers for estimates in determining whether to commence or
continue mining. These estimates generally rely on scientific and economic
assumptions, which in some instances may not be correct, and could result in the
expenditure of substantial amounts of money on a deposit before it can be
determined whether or not the deposit contains economically recoverable
mineralization. As a result of these uncertainties, we may not successfully
acquire additional mineral rights, or identify new proven and probable reserves
in sufficient quantities to justify commercial operations in any of our
properties.
If management determines that capitalized costs associated with any of
our mineral interests are not likely to be recovered, we would incur a
write-down on our investment in that interest. All of these factors may result
in losses in relation to amounts spent which are not recoverable.
-12-
TITLE TO OUR MINERAL PROPERTIES MAY BE CHALLENGED WHICH MAY PREVENT OR SEVERELY
CURTAIL OUR USE OF THE AFFECTED PROPERTIES.
Title to our properties may be challenged or impugned, and title
insurance is generally not available. Each sovereign state is the sole authority
able to grant mineral property rights, and our ability to ensure that we have
obtained secure title to individual mineral properties or mining concessions may
be severely constrained. Our mineral properties may be subject to prior
unregistered agreements, transfers or claims, and title may be affected by,
among other things, undetected defects. In addition, we may be unable to operate
our properties as permitted or to enforce our rights with respect to our
properties.
OUR ABILITY TO OBTAIN DESIRABLE MINERAL EXPLORATION PROJECTS IN THE FUTURE WILL
BE ADVERSELY AFFECTED BY COMPETITION FROM OTHER EXPLORATION COMPANIES.
In conducting our exploration activities, we compete with other mining
companies in connection with the search for and acquisition of properties
producing or possessing the potential to produce gold. Many of these companies
have significantly greater resources than us. Existing or future competition in
the mining industry could materially and adversely affect our prospects for
mineral exploration and success in the future.
OUR OPERATIONS ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATIONS, WHICH COULD
CAUSE US TO INCUR COSTS THAT ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Our mining facilities and operations are subject to substantial
government laws and regulations concerning mine safety, land use and
environmental protection. We must comply with requirements regarding exploration
operations, public safety, employee health and safety, use of explosives, air
quality, water pollution, noxious odor, noise and dust controls, reclamation,
solid waste, hazardous waste and wildlife as well as laws protecting the rights
of other property owners and the public.
Any failure on our part to comply with these laws, regulations, and
requirements with respect to our properties could result in us being subject to
substantial penalties, fees and expenses, significant delays in our operations
or even the complete shutdown of our operations. We accrue estimated
environmental rehabilitation costs over the operating life of a mine. Estimates
of ultimate rehabilitation are subject to revision as a result of future changes
in regulations and cost estimates. The costs associated with compliance with
government regulations may ultimately be material and adversely affect our
business.
IF OUR ENVIRONMENTAL AND OTHER GOVERNMENTAL PERMITS ARE NOT RENEWED OR
ADDITIONAL CONDITIONS ARE IMPOSED ON OUR PERMITS, OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED.
Generally, compliance with environmental and other government
regulations requires us to obtain permits issued by governmental agencies. Some
permits require periodic renewal or review of their conditions. We cannot
predict whether we will be able to renew these permits or whether material
changes in permit conditions will be imposed. Non-renewal of a permit may cause
us to discontinue the operations requiring the permit, and the imposition of
additional conditions on a permit may cause us to incur additional compliance
costs, either of which could have a material adverse affect on our financial
condition and results of operations.
LABOR DISRUPTIONS COULD HAVE AN ADVERSE EFFECT ON OUR OPERATING RESULTS AND
FINANCIAL CONDITION.
All Malian national employees are members of the Union Nationale des
Travailleurs du Mali, or UNTM. Due to the number of employees that belong to
UNTM, we are at risk of having Morila Limited's mining and exploration
operations stopped for indefinite periods due to strikes and other labor
disputes. Should any labor disruptions occur, our results of operations and
financial condition could be materially and adversely affected.
AIDS POSES RISKS TO US IN TERMS OF PRODUCTIVITY AND COSTS.
The incidence of AIDS in Africa, which has been forecasted to increase
over the next decade, poses risks to us in terms of potentially reduced
productivity and increased medical and insurance costs. The exact extent to
which our workforce is infected is not known at present. Significant increases
in the incidence of AIDS infection and
-13-
AIDS-related diseases among members of our workforce in the future could
adversely impact our operations and financial condition.
ITEM 4 INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
OUR HISTORY
We were incorporated on September 29, 1992 and registered as a public
company under the laws of South Africa. Our principal executive offices are
located at 5 Press Avenue, Selby, Johannesburg, South Africa and our telephone
number is 27-11-309-6000. Our ordinary shares are listed on the JSE Securities
Exchange S.A., or JSE, and our American Depository Receipts are listed on the
Nasdaq National Market.
We, directly or indirectly through subsidiaries and associates, are
engaged in the gold mining and exploration business in Africa and substantially
all of our profits come from the sale of gold. Our origins date back to 1893,
when Rand Mines Limited, or Rand Mines, was the first South African mining house
to issue its securities publicly. We were established in September 1992 to take
over the gold and mineral rights (other than coal, platinum and rights in real
estate not then being used for mining purposes) of Rand Mines as a result of the
restructuring of that company. These rights included Rand Mines' equity holdings
and management agreements with four affiliated gold mining companies, Transvaal
Gold Mining Estates Limited, or TGME, and various exploration sites in Africa.
We subsequently acquired equity interests in three additional
affiliated gold mining companies located in South Africa (Buffelsfontein Gold
Mines Limited, The Grootvlei Proprietary Mines Limited and Crown Consolidated
Gold Recoveries Limited). As of September 30, 1997, the service agreements with
the affiliated gold mining companies were cancelled and since that date we have
disposed of a significant portion of the investment holdings in these entities.
In addition, during September 1998 and on April 1998, each of TGME and Crown
Consolidated Gold Recoveries Limited were disposed of, respectively.
In 1995, we separated our exploration activities into those carried out
in South Africa and Namibia, an area we refer to as the Randblock, and those
carried out in other African countries and formed RRL for the purpose of
exploring and developing gold deposits from African countries outside the
Randblock. RRL was listed on the London Stock Exchange in July 1997. RRL
currently conducts exploration operations on its mineral rights and permits in
the countries of Cote d'Ivoire, Senegal, Mali and Tanzania.
In October 1996, we acquired from BHP International Inc., or BHP,
through an intermediate holding company, Randgold Resources (Holdings) Limited,
or RRHL, the entire issued share capital of BHP Minerals Mali Inc. (which was
later renamed Randgold Resources Mali Inc., or RRML) and the benefit of $78
million in shareholder loans. The main asset of RRML was a 65% interest in
Societe des Mines de Syama SA, or Somisy, whose assets included the Syama mine.
RRL then acquired the investment in RRML in exchange for the issuance of
3,212,812 new shares at $25.50 per share. As part of that transaction, we
guaranteed a $32.2 million loan, including interest, which remained owing to BHP
from RRML and which has been repaid. For corporate structural reasons, specific
purpose companies were created to hold RRL's investments in its operating mines.
In October 1999, RRL therefore registered RRL Somisy and transferred its holding
in Somisy SA into the new company.
RRL has a 80% indirect interest in Somisy, which operates Syama, and an
80% interest in Societe des Mines de Loulo, or Somilo, which conducts
exploration activities over the Loulo exploration site in Mali. In addition, RRL
holds a 50% interest in Morila Limited which owns 80% of Morila SA, which
operates the Morila mine following the sale by RRL of half of its interest in
Morila Limited to AngloGold on July 3, 2000. A Malian subsidiary of AngloGold
operates the Morila mine on a day-to-day basis under the management of Morila
Limited on which each joint venture partner has representation proportionate to
its interest.
In July 1999, we, together with our subsidiaries and related companies,
entered into discussions with the objective of simplifying our shareholding
structures and focusing upon our core gold businesses. On December 6, 1999,
Western Areas, made an offer, by way of a scheme of arrangement, to our
shareholders. This transaction was conditional upon the successful conclusion of
various simultaneously announced schemes of arrangement.
-14-
However, on January 5, 2000, Harmony Gold Mining Company Limited, or Harmony,
made an unsolicited bid for Randfontein Estates Limited, or Randfontein, one of
the companies to whom Western Areas had made an offer and which was a condition
to the offer made to our shareholders.
Harmony's offer for the entire issued share capital of Randfontein
consisted of 31 Harmony ordinary shares for every 100 Randfontein shares or a
cash alternative of R11 for every Randfontein share held or a combination of
shares and cash. Harmony's offer for all the outstanding warrants issued by
Randfontein consisted of seven Harmony ordinary shares for every 100 warrants
held or a cash alternative of R2.48 for every warrant held or a combination of
shares and cash.
Harmony increased the offer price on January 14, 2000 to either 34
Harmony shares for every 100 Randfontein shares or R12.25 per Randfontein share,
or a combination of shares and cash. In addition, Harmony increased the offer
price for all of the outstanding warrants of Randfontein to either 8 Harmony
shares for every 100 Randfontein warrants held or R2.76 per warrant, or a
combination of cash and ordinary shares.
As a result of the successful conclusion of the Harmony offer, the
board of directors of Western Areas announced on February 3, 2000 that the
offers to various companies, including Randgold, were withdrawn. In January
2000, we concluded an agreement with Harmony where we sold all of our shares and
options to purchase shares of Randfontein for R21,194,729. Harmony obtained
management control of Randfontein in January 2000 and by June 30, 2000 had
acquired 100% of Randfontein's outstanding ordinary share capital and 96.5% of
the warrants to purchase ordinary shares of Randfontein.
During the nine month period ended December 31, 1999, we disposed of
our exploration activities in Namibia which were conducted through a subsidiary
company, Rand Mines Windhoek Exploration (Proprietary) Limited.
In 2001, we and RRL contemplated a business combination, which was
rejected by the South African regulatory authorities. We may continue to seek
possible business combination candidates, although no agreements, understandings
or arrangements have been entered into to date.
In September 2001, RRL completed a mandatory share repurchase program
in which it bought 11.6 million ordinary shares back from its shareholders at
$7.00 per share. Under this mandatory share repurchase program, RRL purchased a
total of 6,882,423 ordinary shares from us for $48,176,961.
In September 2001, we used the proceeds which we received from RRL's
mandatory share repurchase program to redeem the $48 million convertible bond
issued in 1996 by one of our subsidiaries, Randgold Finance (BVI) Limited, or
Randgold Finance.
RECENT DEVELOPMENTS
In early 2002, in connection with RRL's proposed public offering we
applied to the SARB to relax its requirement that we own not less than 50.1% of
RRL's outstanding shares. The SARB granted our request and reduced the minimum
required ownership level to 36%, subject to certain conditions, including that
we maintain management control of RRL.
In July 2002, RRL completed an initial public offering of 5,000,000 of
its ordinary shares, including American Depositary Shares, or ADSs, on the
Nasdaq National Market resulting in gross proceeds of $32.5 million. These
proceeds were used mainly to repay the syndicated term loan and revolving credit
facility which were repaid in full in November 2002.
In September 2002, RRL completed an exchange offer in which it
exchanged substantially all of its outstanding Global Depositary Shares for ADSs
representing a like number of RRL ordinary shares.
On December 16, 2002, we entered into a settlement agreement with RRL,
Somisy, Rolls-Royce Power Ventures, Syama Power Sales Limited, or SYPPS, and
Operation d'Energie de Syama S.A. regarding the outstanding litigation relating
to a contract for the supply of power generating equipment to the Syama gold
mine.
-15-
As a result of this agreement, all parties have withdrawn their claims. Under
this agreement, we, Somisy and RRL agreed to pay SYPPS a total amount of $5.3
million in three installments. Syama paid an amount of $2.7 million on December
31, 2002, with the balance to be paid in two equal installments the first being
due on December 31, 2003 and the final payment being due on December 31, 2004.
Also under this agreement, RRL will allow Rolls-Royce Power Ventures Limited to
bid on providing power to future projects at Loulo and Tongon. The outstanding
amount bears interest at LIBOR plus 2% as determined by the terms of the
agreement. The equipment has been returned to Rolls-Royce Power Ventures
Limited.
On March 10, 2003, RRL changed its ADR ratio from two ordinary shares
to one ADR, to one ordinary share to one ADR.
On April 16, 2003, RRL entered into a heads of agreement with Resolute
Mining Limited of Australia, or Resolute. Under this agreement RRL has given
Resolute a 12 month option to buy RRL's entire interest in its wholly-owned
subsidiary, Randgold Resources (Somisy) Limited, or RRL Somisy, for $6 million,
plus a quarterly royalty payment based on the gold price. RRL Somisy owns 80% of
Somisy which owns the Syama mine which has been on care and maintenance since
December 2001. In addition, Resolute will accept $7.0 million of Syama's
liabilities. During the option period, Resolute will pay RRL option fees of
$75,000 per month.
In June 2003, we sold 1 million RRL shares for $16 million. We used the
proceeds from this sale to repay our loan from ABSA Bank. We have received back
the ordinary shares of RRL pledged as security for that loan. At the same time,
we repaid the loan of $4.7 million outstanding to Consolidated Mining Management
Services Limited from the same proceeds.
PRINCIPAL CAPITAL EXPENDITURES
As of December 31, 2002, RRL's capital commitments for Morila amounted
to $0.9 million. This relates to capital expenditures which had been committed
and contracted of $0.8 million. Capital expenditures for Morila committed but
not yet contracted amounted to $0.1 million financed out of operating cashflows.
RRL's capital expenditure for the year ended December 31, 2002 amounted
to $5.5 million, substantially all of which related to Morila.
Other than RRL's 40% portion of the $12.9 million of capital planned to
be spent at the Morila mine during 2003, which will be funded from internal cash
resources, no other significant capital expenditures are currently planned for
the next twelve months.
B. BUSINESS OVERVIEW
INTRODUCTION
Through the activities of several of our subsidiaries, we are engaged
in the gold mining and exploration business in Africa.
It is our objective:
o to explore and develop prospective mineral rights properties
owned by us and through joint ventures in which we participate
and to acquire additional mineral rights in the Randblock; and
o through our associated company, RRL, to actively pursue growth
opportunities, to acquire gold mining operations and to
explore and develop prospective mineral rights properties in
Africa.
-16-
Our structure (with percentage holdings depicted) as of June 30, 2003 is as
follows:
[CHART OMITTED]
-------------------
RANDGOLD & --------------------------------------------
EXPLORATION | 100% | 100% | 100%
COMPANY LIMITED(5) --------------- ----------- --------------
------------------- First Wesgold Minrico Randgold
| Mining (Pty) Limited (5) Finance (BVI)
| 100% Limited (5) Limited (4)
| --------------- ----------- --------------
|
|
-------------------
Randgold
Resources
(Holdings)
Limited (1)
-------------------
|
| 42.89%
|
-------------------
Randgold
Resources
Limited (1)
-------------------
|
|
|
------------------------------------------------------------------------------------
| 100% | 100% | 100% | | 100% | 100% | 100%
-------------------- ---------------- ------------ | ----------- ----------- -----------
Mining Randgold Randgold | Randgold Randgold Randgold
Investments Resources Resources | Resources Resources Resources
(Jersey) Limited (1) (Cote d'Ivoire) (Mali) | (Senegal) (Somilo) (Somisy)
Limited (1) Limited (1) | Limited (1) Limited (1) Limited (1)
-------------------- ---------------- ------------ | ----------- ----------- -----------
| | | | | |
| | | | | |
------- --------- ------- | | 80% | 80%
| | | | ----------------- --------------------
| 50% | 100% | 100% | Societe des Mines Societe des Mines
- --------------- ---------------- ------------ | de Loulo SA (2) de Syama SA (2)
Morila Randgold Randgold | ----------------- --------------------
Limited (1) Resources Resources |
Cote d'Ivoire Mali |
SARL (3) SARL (2) |
- --------------- ---------------- ------------ |
| |
| |
| 80% |
- ----------------- | 100%
Societe des Mines ----------------
de Morila SA (2) Randgold
- ----------------- Resources
Tanzania (T)
Limited (6)
----------------
1. Incorporated under the laws of Jersey, Channel Islands.
2. Incorporated under the laws of the Republic of Mali.
3. Incorporated under the laws of Cote d'Ivoire.
4. Incorporated under the laws of the British Virgin Islands.
5. Incorporated under the laws of the Republic of South Africa.
6. Incorporated under the laws of Tanzania.
-17-
The following table shows our total revenues by geographic market for each of
the last three financial years:
YEAR ENDED YEAR ENDED YEAR ENDED
GEOGRAPHIC DECEMBER 31, DECEMBER 31, DECEMBER 31,
MARKET 2002(1) 2001(1) 2000
- ----------------- ----------------- ----------------- -----------------
(Dollars in thousands)
Mali-West Africa 0 16,723 48,617
Jersey 557 3,289 132,381
South Africa 1,081 563 1,992
Total 1,638 20,575 182,990
1. Excludes equity income from associates and joint ventures.
RANDBLOCK BUSINESS
We manage approximately 3.56 million acres of mineral rights in the
Randblock, a portion of which we are exploring ourselves, and the balance of
which we place with joint venture exploration partners to develop. We have
adopted an aggressive approach to attract both foreign and local mining
companies to enter into joint ventures to prospect these rights. This policy has
been the catalyst for a decision to develop a separate mineral rights company,
Minrico Limited, or Minrico. Minrico's aim is to actively manage our joint
ventures with both large and small mining companies and to manage and market the
mineral holdings of a number of outside companies, for a fee.
-18-
The following map shows the locations of the mineral rights under management by
Minrico:
[MAP OMITTED]
Minrico is also attracting significant interest from mining companies
seeking to acquire or dispose of mineral rights.
Currently, approximately 75% of our mineral rights and those under our
management are under option or involved in joint ventures, almost all to foreign
companies. The balance of our portfolio shows less potential for prospecting and
is consequently dormant. In recent months, the focus has been on adding selected
hectares to the portfolio, with a particular emphasis on the large and
relatively unexplored holdings of mining companies. Minrico's activities are
self-funded. The mineral rights held by us have also been evaluated by outside
consultants to confirm the inherent value of the rights.
Randblock Exploration and Resource Management
We have a large South African mineral rights portfolio which we are
developing. This portfolio comprises rights that we own, rights that are held by
partners in joint venture agreements and prospecting rights granted by other
persons. Also included in this portfolio are mineral rights that are owned by
third parties and which are managed by our wholly owned mineral rights
management company, Minrico. In terms of its agreements with these owners of
mineral rights, Minrico earns between 7.5% and 10% of all income generated for
the owners.
When we were formed out of the unbundling of Rand Mines in 1992, we
recognized the potential value of our extensive South African mineral rights
holdings and developed a business plan to enhance their potential by unlocking
value from what was then a dormant asset base. The initial process was to
collect, collate and where
-19-
necessary verify by field visits, all historical data on the properties. Much of
this information had been acquired over an one hundred year period, but had not
been systematically analyzed. This was then integrated in an electronic
database, and over a period of five years, processed and collated into
geological terrains. Regional base maps and reconnaissance programs were carried
out which culminated in the valuable data set of geological information now
owned by us. The portfolio now comprises various "Mineral Packages" situated
within geological terrains known to be prospective for diamonds, platinum, gold,
base metals and industrial minerals.
Seeking to create value through exploration and development, and faced
with multiple commodity and precious metal targets, we developed the "Minrico"
initiative in 1993. This concept focused on creating a platform with the
necessary skills and back-up to be able to attract and manage exploration joint
venture partners to assist in exploring a total of 1.6 million hectares using
the best and the most appropriate expertise. By 2001, we developed Minrico to a
level where it was able to sell its services to third parties, in particular,
North American and Australian mining companies looking for exploration
opportunities in South Africa.
Today, Minrico has 3.56 million hectares under management, of which 1.6
million hectares belong to us and 1.96 million hectares are owned by outside
parties. In total, approximately 75% of these mineral rights are being explored
by six different companies.
Over the past two years, Minrico has identified a strategic gap in the
South African mining industry. By joining with Marathodi Resources Limited, or
Marathodi, Minrico believes it is well positioned to grow into a medium-sized
integrated South African mining company through the identification and
development of early stage exploration, and mining opportunities. Marathodi's
principals are Mr. M.K. Mohlala and Ms. T. Mathamelo. Mr. Mohlala is the chief
executive of City Power (the greater Johannesburg power distribution utility).
Ms. Mathamelo is advising on and leading change initiatives on behalf of large
and medium sized companies and corporations.
Until now Minrico has operated as a mineral rights management company.
With the introduction of Marathodi (an empowerment company) as a 26% shareholder
in 2003, Minrico has progressed towards full compliance under the recently
established mining charter. As a condition of the agreement Marathodi is obliged
to establish a trust that will hold 25% of its shares. This trust will aim to
develop and empower members of disadvantaged communities. It will have
independent trustees appointed to oversee its activities, and will be funded out
of the profits made by Marathodi. In terms of an agreement between Minrico and
ourselves, Minrico have the exclusive right to manage, prospect and deal in the
Randgold mineral rights and will be in a highly competitive position to increase
the value of those rights. Under the Mineral and Petroleum Resources Development
Act, 2001, the preferential opportunities available to Minrico through this
arrangement will give Minrico a substantial mineral rights base on which to
develop and build its strategy.
As of December 31, 2002, we were actively involved in exploration
programs in South Africa targeting the following minerals:
Diamonds
A total of 730,000 hectares is being explored in a joint venture with
Rio Tinto Mining and Exploration which has erected a state of the art laboratory
for this purpose in the Northern Province of South Africa. A total of $1 million
has been spent on the project, with approximately $1 million being spent last
year alone. Some positive indicators have been found on which further
exploration will be conducted during this year.
The joint venture with SouthernEra Resources Limited over a number of
farms in the Limpopo Province of South Africa is continuing and the farms are
actively being explored.
We concluded a contract to manage the South African mineral rights
portfolio of ZIZA Limited, the property owning arm of the Zimbabwe and Zambian
Railways. Their extensive portfolio of mineral rights comprises approximately
1.6 million hectares in the Northern Cape bordering Botswana. This property is
currently under exploration for diamonds by De Beers.
-20-
Platinum
Following the promising soil geochemistry results on our farms, which
lie on the northern limb of the Bushveld Complex, our joint venture partners,
Pan Palladium South Africa (Proprietary) Limited, have completed an aeromagnetic
survey over the properties, and plan to start drilling in mid-2003.
During the year we concluded a joint venture agreement with Eurasia
Mining plc over the Doornbosch platinum property in the eastern section of the
Bushveld Complex in Mpumalanga, South Africa. This area is highly prospective
for platinum group metals. Eurasia Mining plc is committed to drilling four
boreholes to test the platinum potential of the property and to take the project
to feasibility stage if the results prove promising. An application for a
prospecting permit has been submitted to the Department of Minerals and Energy.
Gold
We own mineral rights in the Free State gold fields which we believe
have significant potential, as they are contiguous to existing producers. We are
considering different proposals to develop these rights in partnership with
interested third parties. Also included in the Minrico portfolio, are mineral
rights in the Witwatersrand Basin and the eastern Free State goldfields near the
town of Hennenman. Although these are at significant depth, as a result of the
rising gold price these rights may be explored.
Base And Ferrous Metals
Apart from diamonds, the mineral rights holding of ZIZA Limited in the
Northern Cape offers the potential for iron and manganese. An exploration
strategy is being developed to involve exploration companies with expertise in
prospecting in this type of terrain. This has involved the collecting of
historical data for the area and the compilation of target areas.
New Opportunities
The Mineral and Petroleum Resources Development Act, 2001, is likely to
become law during 2003. The potential for the progressive release of previously
sterilized mineral rights places Minrico in a sound position to capitalize on
these developments, given its depth of technical skills, large database of
opportunities and its focus and commitment on pursuing early-stage resources
opportunities.
Both we and Marathodi have committed to developing Minrico into a
profitable exploration, development and mining company using the extremely
successful formula applied to re-engineering Harmony and DRD during the
mid-nineties and more recently the development of RRL as an independent
international gold company.
BUSINESS OUTSIDE OF THE RANDBLOCK
RRL is engaged in surface gold mining, exploration and related
activities. Its activities are focused on West and East Africa, some of the most
promising areas for gold discovery in the World. In Mali, RRL owns one half of
Morila Limited, a joint venture with AngloGold. Morila Limited in turn owns 80%
of Morila SA, the owner of the Morila mine. RRL also has advanced-stage
development projects in Mali and the neighboring country of Cote d'Ivoire, and
holds exploration permits covering additional areas in Mali, Cote d'Ivoire and
Senegal and exploration licenses in Tanzania. As of December 31, 2002, RRL had
declared proven and probable reserves of approximately 2.9 million ounces
attributable to its percentage ownership interest in its assets.
RRL's strategy is to achieve superior returns on equity through the
discovery, management and exploitation of resource opportunities, focusing on
gold. RRL seeks to discover bulk tonnage shallow gold deposits, either from its
own phased exploration programs or the acquisition of early stage to mature
exploration programs. RRL actively manages both its portfolio of exploration and
development properties and risk exposure to any particular geographical area.
-21-
The focus of the joint venture's exploration activities is on extending
the existing orebody and discovering new deposits which can be processed using
the Morila plant. In addition, RRL has discovered a corridor covering 10
kilometer by 2 kilometer area hosting gold anomalies to the northwest of the
current orebody.
Outside of Morila Limited, RRL holds exploration permits covering 3,000
square kilometers in the Morila region, where it is engaged in early stage
exploration work.
RRL also owns advanced-stage development projects at Loulo, located in
Mali, and Tongon, located in Cote d'Ivoire. Although RRL has not yet committed
to constructing a mine at either project, its work to date, together with the
current gold price environment, indicates that profitable mines could
potentially be developed at Loulo and Tongon.
RRL employs a multi-disciplinary team to manage, explore and develop
opportunities, including specialists in geology, mining engineering and
metallurgy. Its exploration and development activities are guided by specialists
from South Africa, Europe, Canada, Mali, Cote d'Ivoire Senegal, Burkina Faso and
Tanzania. RRL aims to maintain a balance between its exploration interests at
different stages of development. In its initial stages of growth, RRL held a
large number of grassroots exploration interests. Morila, together with several
exploration successes, have provided it with a number of more advanced projects
and the discovery of Morila resulted in a profit generating asset capable of
providing cash flows. RRL's management has introduced the concept of the
"Resources Triangle" which enables the status of a resource project to be ranked
against its peers in terms of advancement. RRL's primary objective is to move
projects from the base of the triangle to the status of a producing mine at the
pinnacle of the triangle or eliminate them along the way and replace those that
are rejected with projects from the pool of projects in the rest of the
triangle.
[CHART OMITTED]
OPERATING MINES
- - -
MINE DEVELOPMENT
- - - - - -
FEASIBILITY
PROJECTS AND
RESOURCE /
RESERVE DEFINITION
------------------------
TARGETS
----------------------------------
IDENTIFIED GEOLOGICAL
ANOMALIES
-------------------------------------------
-22-
At the end of 2002, Morila had been in production for 27 months and in
that time had produced almost 2 million ounces at a total cash cost of less than
$100 per ounce. A comprehensive exploration program is being carried out within
the Morila Mine Lease area.
RRL's corporate, exploration, development and new business program is
designed to achieve the following objectives:
o advancing the Tongon project;
o locating Morila style mineralization in southern Mali;
o outlining advanced gold targets within its portfolio of
exploration permits in three countries; and
o defining new opportunities within its priority regions in
Africa and elsewhere. During the current field season,
drilling programs will be undertaken in Tongon, Loulo and
Morila.
GEOLOGY
RRL targets bulk tonnage gold deposits that have the potential to host
mineable gold reserves of two million ounces or more.
West Africa is one of the more geologically prospective regions in the
world. The Lower Proterozoic rocks are known to contain significant gold
occurrences and occur in West Africa in abundance. The Birrimian greenstone
belts, part of the Lower Proterozoic, which are younger than the Archaean
greenstones of Canada, Australia and South Africa, contain similar types of ore
deposits along with Birrimian greenstone belts that are located in Ghana, Cote
d'Ivoire, Burkina Faso, Guinea, Mali, Senegal and Niger. A significant amount of
geological information has been collected by government and quasi-government
agencies in West Africa. However, the political uncertainty in past years, and
in particular post-independence, has resulted in exploration companies being
wary of investing in an area perceived to be unstable. The region has
consequently largely been under-explored by mining and exploration companies
using modern day technology, until the recent democratic movements in the
countries have gained acceptance. Most of RRL's exploration properties are
situated within the Birrimian Formation, a series of Lower Proterozoic volcanic
and sedimentary rocks. The West African Birrimian sequences host a number of
world class gold deposits and producing gold mines.
RRL's strategy was initiated before the current entry of its
competitors into West and Central Africa, and it believes that this enabled it
to secure promising exploration permits in the West African countries of Cote
d'Ivoire, Mali and Senegal at relatively low entry costs.
RESERVES
Only those reserves which qualify as proven and probable reserves for
purposes of the SEC's industry guide number 7 are presented in this annual
report. The reserves are calculated at an average gold price of $325 per ounce
over the life of the mine or project.
Morila's resources and reserves have been calculated by RRL's joint
venture partner, AngloGold. The Loulo Project's reserves were calculated by
Resource Service Group.
Total reserves as of December 31, 2002, amounted to 40.7 million tonnes
at an average grade of 4.39 g/t, giving 5.74 million ounces of gold of which 2.9
million ounces are attributable to RRL. In calculating proven and probable
reserves, current industry standard estimation methods are used. The reserves
were calculated using classical geostatistical techniques, following geological
modeling of the borehole information. The sampling and assaying is done to
internationally acceptable standards and routine quality control procedures are
in place.
-23-
The preferred technique used for estimation was ordinary kriging, and
the resources have been converted to reserves by the application of all the
necessary economic, mining and metallurgical parameters into a pit optimization
algorithm. All reserves are based on feasibility level studies.
Factors such as grade distribution of the orebody, planned production
rates, forecast working costs and metallurgical factors as well as current
forecast gold price are all used to determine a cut-off grade from which a life
of mine plan is developed in order to maximize the profitability of the
operation.
The following tables summarize RRL's declared reserves as of December
31, 2002:
PROVEN RESERVES PROBABLE RESERVES TOTAL RESERVES
----------------------------- ----------------------------- ---------------------------
OPERATION/ TONNES GRADE GOLD TONNES GRADE GOLD TONNES GRADE GOLD
PROJECT (MT) (G/T) (MOZ) (MT) (G/T) (MOZ) (MT) (G/T) (MOZ)
- ------------- ------ ------- ------- ------- ------- ------ ------- ------- ------
Morila mine 4.67 6.23 0.94 23.08 4.42 3.28 RRL's 40% share 11.10 4.76 1.70
Loulo project 11.80 3.70 1.41 1.10 3.00 0.11 RRL's 80% Share 10.32 3.68 1.22
Total 16.47 4.42 2.35 24.18 4.36 3.39 RRL's share 21.42 4.24 2.92
1. A 10% mining dilution at zero grade and a gold loss of 5% have been
incorporated into the estimates of reserves and are reported as mill
delivered tonnes and head grades.
2. Pit optimization carried out at a gold price of $325 per ounce.
3. Metallurgical recoveries of 94% are predicted at Morila and are
expected to average 88% at Loulo. The reserve figures do not reflect
these anticipated losses.
4. The Morila reserves have been calculated by RRL's joint venture
partner, AngloGold, and Resource Service Group was responsible for
calculating the Loulo reserves.
OUR MINING AND EXPLORATION OPERATIONS
RESULTS OF OPERATIONS
The following chart details the operating and production results of RRL
from operations for the years ended December 31, 2002, 2001 and 2000:
MORILA SYAMA
ATTRIBUTABLE ATTRIBUTABLE TOTAL MORILA
40% 80% ATTRIBUTABLE TOTAL SYAMA TOTAL
----------------- ------------- ------------- -------------- -------------
2002
- ----
Mined tonnes (million tonnes) .............. 10.53 Discontinued 10.53 26.32 Discontinued
Ore tonnes mined (million tonnes) .......... 1.29 1.29 3.23
Gold grade (g/t) ........................... 15.59 15.59 15.59
Ore tonnes milled (million tonnes) ......... 1.09 1.09 2.73
Head grade (g/t) ........................... 13.39 13.39 13.39
Ounces production (oz) ..................... 421,126 421,126 1,052,816
2001
- ----
Mined tonnes (million tonnes) .............. 9.21 0.83 10.04 23.03 1.10
Ore tonnes mined (million tonnes) .......... 1.34 0.55 1.89 3.36 0.73
Gold grade (g/t) ........................... 6.80 3.80 5.93 6.80 3.80
Ore tonnes milled (million tonnes) ......... 1.14 0.46 1.60 2.86 0.61
Head grade (g/t) ........................... 7.53 2.10 6.26 7.53 3.10
Ounces production (oz) ..................... 252,660 45,715 298,375 631,650 60,953
2000
- ----
Mined tonnes (million tonnes) .............. 1.68 5.27 6.96 4.21 7.03
Ore tonnes mined (million tonnes) .......... 0.22 1.11 1.32 0.54 1.48
Gold grade (g/t) ........................... 9.27 3.79 4.69 9.27 3.79
Ore tonnes milled (million tonnes) ......... 0.20 1.43 1.63 0.50 1.91
Head grade (g/t) ........................... 9.41 3.42 4.15 9.41 3.42
Ounces production (oz) ..................... 56,646 126,609 183,255 141,615 168,812
-24-
MINING OPERATIONS - MORILA
INTRODUCTION
Morila is located approximately 180 kilometers southeast of the city of
Bamako and is owned by Morila SA, which in turn is owned 80% by Morila Limited
and 20% by the State of Mali. Morila Limited is jointly owned by RRL (50%) and
AngloGold (50%). The following map indicates the location of Morila within Mali:
[MAP OMITTED]
- --------------------------------------------------------------------------------
^
|
N
---------
Mali
---------
MALI
o Tombouctou
o Kayes
o Bamako
o Kenieba
o <-------- MORILA MINE
o Sikasso
[-------------] 200 kilometres
- --------------------------------------------------------------------------------
LOCALITY OF THE MORILA MINE WITHIN MALI
-25-
Under a joint venture agreement between RRL and AngloGold, each is
entitled to appoint four directors to the board of directors of Morila Limited.
AngloGold is entitled to appoint one of its four directors as chairman, which
position does not possess an additional vote. A quorum of the board for any
meeting may only be achieved if at least two directors appointed by each partner
is present. Both partners have further agreed that all major decisions involving
Morila Limited must be decided upon at the board level on a consensus basis,
though under an operating agreement RRL has agreed to delegate responsibility
for and authority regarding the day-to-day operation of Morila to a subsidiary
of AngloGold. Under the joint venture agreement, if either party wishes to sell
its interest in Morila Limited, the other has a right of first refusal regarding
that interest.
On December 10, 2002, Morila poured its millionth ounce of gold for the
year. Since RRL brought the mine into production in October 2000, the mine has
produced almost 2 million ounces of gold at a total cash cost of less than $100
per ounce.
In total for the year 2002, the mine produced 1,052,816 ounces at a
cash operating cost of $52 per ounce and a total cash cost of $74 per ounce. The
main reason for this level of production was the identification of a high grade
deposit of mineralization in the northern part of the orebody. This high grade
deposit was identified as part of a close spaced reverse circulation drilling
program following ongoing modelling and auditing of the orebody.
Total cash profit for the year was $250 million and distributions to
shareholders totaling $142 million were made. The total dividend paid to RRL
during the year amounted to $56.8 million.
A summary of the salient production and financial statistics for the
project as well as a comparison with last year's results follows:
YEAR ENDED DECEMBER 31,
----------------------------------
2002 2001
---- ----
Mined tonnes (million tonnes)................................. 26.32 23.03
Ore tonnes (million tonnes)................................... 3.23 3.36
Gold grade (g/t).............................................. 15.59 6.80
Ore tonnes milled (million tonnes)............................ 2.735 2.86
Head grade (g/t).............................................. 13.39 7.53
Recovery (%).................................................. 89.28 92.35
Ounces produced (oz).......................................... 1,052,816 631,650
Average gold price received ($/oz)............................ $308 $273
Cash operating cost (excluding royalty)($/oz)................. $52 $84
Total cash cost ($/oz)........................................ $74 $102
Cash profit ($ million)....................................... $250.05 $104.17
The current mine plan has been designed to maximize cash flow in the
early years, and thus project returns, by mining and processing as much of the
high grade portion of the ore body during the period to the end of 2004.
Assuming no additional discoveries are made, RRL expects the ore grade mined,
and therefore production, to fall from 2005 onwards, with a consequential
increase in the total cash cost per ounce. These higher total cash costs will
not adversely impact the net cash position of Morila Limited, as Morila Limited
will no longer be repaying the Morila loan.
MORILA TAX
Morila SA's tax affairs are regulated by the general tax laws of Mali,
the mining code and an Establishment Convention, which is an agreement between
Morila SA and the State of Mali. The mining code sets out general guidelines,
whereas the convention is more detailed and takes precedence over any other
laws. The convention fixes the fiscal regime for Morila for the length of the
mining permit. If general tax laws or the mining code change, they cannot affect
Morila unless they are beneficial to Morila, in which case Morila may adopt the
new legislation in its entirety.
-26-
A major benefit of the convention is that Morila is exempt from income
tax on profits, currently levied in Mali at the greater of 35% of taxable income
or 0.75% of gross revenue, for 5 years starting from October 2000, the date of
first commercial production.
Other benefits under the convention include a three year exemption on
import duties from October 2000, which is significant since many of the higher
cost consumables are imported, and an exemption on fuel duties for the duration
of the mining permit.
GEOLOGY AND EXPLORATION
The Morila exploitation permit area is situated in the northern portion
of the West African craton and is underlain by Lower Proterozoic (Birrimian)
meta-volcanic and meta-sedimentary sequences and large granitoid intrusions. The
deposit is located just west of a major regional structure known as the Banifin
shear zone. The gold mineralization is hydrothermal in origin, is contained
within metamorphosed sediments close to the contact with an intrusive tonalite
and hosted within a shallow dipping shear zone referred to as the Morila shear
zone. The alteration envelope is characterized by silica-feldspar flooding and
the sulphide mineralization consists of arsenopyrite, pyrrhotite, pyrite and
trace chalcopyrite. Visible gold is a common occurrence.
Exploration efforts at Morila last year were concentrated in the
following:
o Infill diamond drilling to increase the level of confidence in
the orebody;
o A deep borehole drilling to test the possibility of a duplicate ore
zone at depth;
o A detailed 20 meter by 20 meter reverse circulation drilling
program in the northern pit; and
o Exploration of the 200 square kilometer mining lease area.
Infill drilling designed to convert inferred resources to indicated
resources was carried out in two areas in the western fringe and south-east
corner of the orebody and has allowed better definition of the orebody.
The deep borehole, San 251, was drilled between the two pits with the
intention of testing whether there was a duplicate of the ore zone at depth.
This duplicate model was based on similar analogies in other known deposits.
While no significant gold intersection was recorded at depth below the main
zone, sporadic anomalous gold amounts were recorded down to almost 600 meters
below surface. The main zone was intersected from between 68 to 155 meters below
the surface and returned a grade of 4.63 g/t over that 87 meter interval.
Detailed logging of the geology and structures at depth has been used to help
define an exploration model to guide RRL's exploration in other areas.
The infill reverse circulation drilling program carried out in the
northern part of the orebody was a significant success. Not only did it identify
an extremely high grade pod of mineralization which had been poorly defined by
the previous more widely spaced diamond drilling, but it also allowed much
better refinement of the orebody model in this relatively complex area.
Values obtained in some of these boreholes clearly illustrate the level
of this extremely high grade mineralization which generally occurred at the top
of the mineralized zone.
In borehole RCX 042, 14 meters of mineralization at a grade of 304 g/t
was intersected (including a 5 meter interval at a grade of 784 g/t). In RCX
043, 10 meters of mineralization was intersected at a grade of 393 g/t while in
RCX 044, 7 meters of mineralization at a grade of 95 g/t was recorded. These 3
boreholes are situated 20 meters apart in an east-west direction across the high
grade axis.
Analysis of geological and grade data has allowed a model to be
developed in which a clear association can be seen between the south-west to
north-east trending high grade axis and the top of an anticlinal feature. The
model indicates a strong possibility of obtaining additional high grade areas
within the payshoot axis. A further program of
-27-
infill reverse circulation drilling is planned in the second quarter of 2003 at
a 20 meter by 20 meter spacing to explore this trend.
The following map indicates the location of five priority targets
within the Morila exploitation permit area:
[GRAPHIC OMITTED]
N
Donaba ---> O
San Ext. ---> O
North Rock Dump ---> O
O < --- North East Extension
O < --- Morila Mine
South West Extension ---> O
O Fingola
5000m
----------
LOCALITY OF PRIORITY TARGETS WITHIN THE
MORILA EXPLOITATION PERMIT
GRADE CONTROL
A sophisticated grade control and management system has been
implemented in order to ensure effective selective mining, minimum ore losses
and the attainment of the desired feed grade. All assay data from the blast hole
sampling drilling programs is entered into a centralized database which permits
accurate tracking of the gold from production to the actual mill feed.
The mine has been selectively extracting and blending ore in order to
feed consistent grades to the mill. Ore is selectively stockpiled next to the
crusher and the planned feed grade to the plant is achieved by blending the
stockpile ore with directly tipped ore from the mine. When the extremely high
grade was accessed in the northern part of the orebody it was decided to process
the high grade material through the plant as soon as possible without any
blending with lower grade material. Consequently, as much of the high grade
block as possible was fed directly to the mill.
MINE PLANNING AND RESERVES
The 2001 mine plan was updated during the year using the resource base
updated in April 2002. The previous mining plan called for the extraction of the
orebody in a series of three phased pits. The Phase 1 pit was developed in the
south-west and commenced by mining the softer, weathered ore before intersecting
the more
-28-
competent ore at depths between 30 and 40 meters. As an unanticipated
amount of ore was found within this pit it was not completely mined out as
forecast.
The Phase 2 pit was developed to optimally exploit the high grade
payshoot to the north-east accessing the ore after a pre-strip of approximately
70 meters. This successfully achieved its objectives exposing the main zone ore
on schedule.
RRL anticipates that during the course of the next year a Phase 3 pit
development will lead to the merging of the Phase 1 and Phase 2 pits.
Transitional rock below the weathered interface has already been exposed in the
excavation of Phase 3. Some redesign work has been carried out on the Phase 3
pit. As a result, a portion of the pit has been deferred to a later Phase 4 pit
development.
At December 31, 2002, estimated mineable reserves, including stockpiled
ore, amount to 27.75 million tonnes at a grade of 4.73 g/t containing 4.22
million ounces of gold as is tabulated below:
ATTRIBUTABLE
CATEGORY TONNES (MT) GRADE (G/T) GOLD (MOZ) GOLD (MOZ)
- -------------------------------- ------------ -------------- -------------- ----------------
Proven.............................. 4.67 6.23 0.94 0.40
Probable............................ 23.08 4.42 3.28 1.30
Total Reserves...................... 27.75 4.73 4.22 1.70
1. A 10% mining dilution at zero grade and a gold loss of 5% have been
incorporated into the estimates of reserves and are reported as mill
delivered tonnes and head grades.
2. Reserves are economically viable at a gold price of $325 per ounce.
3. The Morila reserves have been calculated by RRL's joint venture
partner, AngloGold, Resources Service Group was responsible for
calculating the Loulo reserves.
A new life of mine plan has recently been completed and approved. This
plan aims to ensure that the low grade ore present in the later years of the
mine schedule is processed at a profit by bringing its treatment forward. An
expansion of the current plant capacity in excess of 330,000 tonnes per month is
planned with additional crushing facilities and leaching capacity and capital
expenditures of $8.9 million budgeted.
The extra crushing stage ahead of the mill will allow the feed size to
the mill to be optimized to enable higher mill throughput.
Four additional CIL tanks will provide additional leach residence time
to accommodate the higher throughput.
Based on the current reserves, it is estimated that production will
cease in 2010. However, the early results from the exploratory drilling
immediately to the west of the presently defined orebody indicate the orebody to
be still open and present the opportunity for further extensions to the life of
mine.
Additionally, exploration successes in the Donba-Fingola corridor and
elsewhere on the lease offer further opportunities to extend the life and
profitability of the operation.
CONSTRUCTION
Construction at Morila started in 1999 and was completed in 2001, on
time and within the original budget. Despite RRL's sale of 50% of its interest
in Morila, the original construction team assembled by RRL continued to run the
project through commissioning.
-29-
The project costs amounted to approximately $102 million. The full
breakdown is as follows:
AMOUNT
CATEGORY (IN THOUSANDS)
--------------- --------------
Main contractor..................... $ 52,000
Preliminary and general............. 17,285
Transport........................... 12,109
Earthworks.......................... 11,512
Finance............................. 9,503
-------
Total............................... $101,959
========
PROCESS PLANT
The Morila metallurgical plant oxide process was completed and
commissioned in October 2000. The plant has a dedicated oxide handling unit
which eliminates the problems of feeding soft ore through a hard rock crushing
unit. This unit was completed and commissioned in 2001.
INFRASTRUCTURE
The raw water dam at Morila, completed in 2000, is maintained at a 97%
capacity level and provides a three months' requirement in the event of a severe
drought. It has encouraged an influx of local and migratory birds and is a
recreational facility for mine staff. The mine village is fully occupied by
senior and expatriate staff. The local mine village in the Sanso area has been
completed to accommodate supervisory Malian staff and their families. These
homes are supplied with electrical power, piped potable water and a sewerage
disposal system. Morila also upgraded a medical clinic and additional classrooms
have been erected at the Sanso school.
POWER STATION
The power station incorporates five 5.5 megawatt Rolls-Royce Allen 5012
diesel generator sets operated by a Rolls-Royce operating subsidiary.
Rolls-Royce has completed corrective work relating to the defective design of
the engine's connecting rod assembly which was made to each engine one at a
time. Rolls-Royce contracted with Aggreko to provide full power requirements
pending the successful re-engineering of the connecting rod failure. During this
period, 22 Aggreko high speed generators were kept on site to prevent further
power interruptions until the Allen generators were working to management's
satisfaction. These generators have all been removed with the last six units
being removed in April 2003.
COMPLETION
A loan agreement providing a $90 million loan from a consortium of
lenders led by NM Rothschild & Son Limited, or NM Rothschild, which we refer to
as the Morila Loan Agreement and the underlying loan as the Morila Loan,
required the production of two completion test certificates; a Mechanical
Completion Certificate and an Economic Completion Certificate. The Economic
Completion Certificate incorporated a three-month completion test which included
a 14-day operational capacity test.
The three-month technical completion test took place between June 1 and
August 31, 2001 and at the conclusion of the test, the Morila mine had met the
technical, construction, operating and total cash cost requirements for both
mechanical completion and economic completion as set forth in the Morila Loan
Agreement.
This achievement is significant in that the Morila Loan is no longer
recourse to the guarantors and allows the distribution of cash from the project
to begin. Morila paid its first dividend of $16 million at the end of September
2001 of which RRL's share was $6.4 million. Since this date Morila has paid out
$244 million in dividends of which RRL's share was $97.6 million. We have been
released from our obligations as a guarantor of that loan.
-30-
MINING
Mining operations are carried out under contract by Somadex, which is a
subsidiary of DTP Terrassement, the mining arm of the French construction
company, Bouygues.
Mining of the softer weathered rock is carried out using mechanized
scrapers while the harder unweathered ore is mined using conventional loaders
and dump trucks.
Phase 1 pit was essentially mined out by the middle of the year as ore
began to be sourced from the Phase 2 pit in the north. At the same time the
stripping of the softer weathered ore from Phase 3 pit commenced and by year end
the transition between weathered and unweathered ore was exposed.
ORE PROCESSING AND METALLURGY
Ore from Morila is processed at an on-site metallurgical plant. At the
end of 2002, the Morila metallurgical plant continued to operate in excess of
its design throughput of 250,000 tonnes per month. The Knelson concentrator
gravity processing unit continued to maintain good performance on the main hard
ore feed. Recovery of the free gold through a gravity process at Morila
constitutes approximately 40% of total gold production.
The high overall recovery seen on the oxide material was maintained
through the transition material as well as the harder sulphides. The free
milling nature of the Morila ore has been confirmed with hard sulphide
recoveries of 89.3% on average during 2002, which is in line with the
feasibility study estimates.
With the operation stabilizing on the hard sulphide ore by the end of
2001, attention was turned to optimizing the process to further enhance
throughput.
The oxide ore mining phase at the Morila metallurgical plant was
completed early in 2001. The plant now processes the harder sulphide ore
requiring both processing units to be running and a constant power draw of about
16 megawatts. Sulphide commissioning was carried out at low SAG mill speeds
using the variable drive motor, relatively low steel load and charge levels.
These parameters resulted in a lower power draw of approximately 14 megawatts.
Sufficient capacity and power is available to exceed processing rates of 400
tonnes per hour which is achieved on a regular and sustained basis.
A dedicated oxide paddock was constructed some distance from the foot
of the main tailings containment wall. Traditional tailings deposition has been
successfully augmented with lifting the main retaining wall.
While in the last quarter of 2001 the plant exceeded design capacity,
the milling rate fell to below design in the first quarter of 2002. A "mine to
mill" program was instituted which aimed to increase throughput by optimizing
aspects of ore treatment from the blasting through to milling. As a result,
milled tonnage for the second quarter was 787,644 tonnes. The major part of the
increase can be attributed to better fragmentation within the pit. Throughput
was reduced for the next few months in order to better deal with the high grade
ore. In December, throughput was again increased and a record of 288,402 tonnes
was milled during the month.
Recoveries from the high grade ore were optimized by treating the high
grade ore separately rather than blending it with lower grade ore. The plant was
therefore set up specifically for dealing with the high grades. Milled
throughput was reduced in order to grind the ore finer and increase residence
time and in particular the gravity circuit was fine-tuned with the help of
consultants from Knelson. A special isolated area was set aside on the tailings
storage facility for the storage of tailings with high grade residues, which can
be retreated later.
PROPERTY, PLANTS AND EQUIPMENT
Morila is built on property allocated to it under terms of the mining
code and the Morila exploitation permit. While Morila is operational, it retains
the exclusive right to use the surface for its mining requirements including the
erection of plant, housing, tailings disposal facilities and the workings
themselves. Only on closure and once rehabilitation has been effected does the
property revert to the local community, which was compensated when the property
was originally acquired for mining purposes.
-31-
The value of the plant, equipment and infrastructure at Morila is
estimated at $130 million. The majority of Morila's value is attributed to the
processing plant, power plant and associated workshops. The total mine permit
area at Morila is 200 square kilometers. All infrastructure requirements
including roads, power and water reticulation, waste disposal, communications,
recreation, health and safety facilities are provided by the mine. Morila also
maintains a licensed airstrip.
Morila is subject to charges over its assets in terms of the Morila
loan agreement and finance leases on oxygen and power plants.
INDUSTRIAL RELATIONS AND HUMAN RESOURCES
COMMUNITY RELATIONS
Special efforts have been made during the year to enhance community
relations and to promote and manage the social impact of mining activities on
the communities surrounding the mine.
A strategy was devised and $750,000 was allocated specifically to
sustainable community development activities. Other resources were also
allocated, including two additional community development officers. Part of the
funding was provided through the setting up of a community trust fund of
$500,000 that is managed jointly by the community development committee with
assistance from the mine and government agencies.
The community development committee is made up of representatives
nominated by the communities surrounding the mine. In addition, there are two
representatives from the mine and local government is represented by mayors and
the government's regional permanent area representative. The committee meets
regularly and decides on the development priorities for the local villages.
During 2002, much work was done on villages' infrastructure (bridges,
roads, etc), the provision of water to the villages, the upgrading of schools
and clinics in the area and an AIDS awareness campaign.
Two mosques, one in Sanso and one in Donba have been requested by the
community development committee and work was completed in 2003.
At the national level, during calendar year 2002, approximately $63
million was paid to the Malian Government in payroll taxes, duties, royalties
and dividends and a further amount of $35 million was paid to local businesses
for goods and services rendered.
INDUSTRIAL RELATIONS
During 2002, the workforce held elections that led to the formation of
a union structure at Morila in February 2002.
The union and management are currently engaged in the negotiation of a
mine level agreement to enhance understanding and regulate industrial relations
on the mine. The mine level agreement will complement and clarify many of the
"rights" and "interests" outlined in the existing Collective Labour Agreement of
the Mining, Geological and Hydrogeological Companies and Enterprises of the
Republic of Mali which was written in 1985, and is currently being revised.
A two day national strike was called in October 2002 by the Section
Nationale des Mines et des Industries (SECNAMI) and was observed by the workers
on all the large mines in Mali, including Morila. Work returned to normal at
Morila following the two day stoppage and the completion of discussions with the
union to ascertain how its grievances related to Morila. With the full
co-operation of SECNAMI and its members, Morila has put in place a series of
interventions to address the grievances that include a number of industrial
relations capacity building programs.
-32-
HUMAN RESOURCES
Manning levels for permanent and temporary Morila and contractor
employees on the mine are as follows:
Morila Employees:
National Permanent................................406
Temporary..........................................39
Expatriate........................................ 53
---
Total.............................................498
Contractor Employees:
Nationals.........................................624
Expatriates....................................... 48
---
Total.............................................672
PERSONNEL ADMINISTRATION, TRAINING AND DEVELOPMENT
A performance management and a job evaluation system were implemented
during the year.
The mine has a localization program which is integrated with the
manpower plan and training and development strategy. The localization program is
designed to schedule the development of national employees to competency levels
whereby they can be promoted to posts currently filled by expatriates.
-33-
DEVELOPMENT PROJECTS
The following map shows the location of the Loulo and Tongon
development projects:
[GRAPHIC OMITTED]
N
MALI
LOULO PROJECT
O Bamako
MORILA
MINE
TONGON
PROJECT
MALI
COTE D'IVOIRE
COTE D'IVOIRE
_______________________________________ 650 km
LOCALITY OF LOULO AND TONGON
DEVELOPMENT PROJECTS
LOULO PROJECT
The Loulo Project is situated in western Mali adjacent to the Faleme
River which forms the frontier with Senegal. It is located 350 kilometers west
of Bamako and 220 kilometers south of Kayes. Loulo is situated 890 kilometers by
road from the Port of Dakar in Senegal, 96 kilometers from Sadiola and
approximately 28 kilometers from Segala and Tabakoto. Loulo falls within the
Birrimian sequence of the Kenieba inlier. This succession of volcanosedimentary
and clastic rocks contain several major regional shear structures hosting gold
deposits such as Sadiola, Segala, Tabakoto, Loulo 0 and Yalea.
The original Loulo 0 gold deposit was discovered by Syndicat Or (a
joint venture between Bureau de Recherches Geologiques et Minieres, or BRGM, and
La Direction Nationale de Geologie et Mine, or DNGM) in 1981. Syndicat Or
continued with exploration until 1989 and concluded with a feasibility study
showing that the Loulo 0 deposit was sub-economic.
-34-
In June 1992, BHP entered into an option and share purchase agreement
with BRGM and the Malian Government, referred to as the Somilo Joint Venture.
After it was acquired by Randgold & Exploration, RRL took control of the Loulo
Project in October 1996.
A period of rapid exploration followed, resulting in the discovery of
the Yalea deposit. A feasibility study was completed which estimated that
120,000 tonnes of ore per month could be mined from the two identified
orebodies, Loulo 0 and Yalea, for a period of 10 years. Submission and approval
of the feasibility study to the Board of Somilo allowed us to increase our stake
in the project to 51%. However, the development of the project was put on hold
as a result of the discovery of Morila and the decision to develop the Morila
project ahead of Loulo. Exploration programs successfully identified additional
mineralized material to the project. As RRL continued to view Loulo as one of
the better undeveloped projects in Africa, it acquired an additional 29% from
Normandy LaSource SAS in April 2001 bringing its share to 80%. The other 20% is
held by the Mali Government.
During 2002, work on the Loulo Project has concentrated on updating the
feasibility study. The two open pits, at the Loulo 0 and Yalea orebodies, were
re-optimized and a gravity testwork program completed. The pit optimization lead
to a design change with the pits bottoming at a shallower depth with a
significant change in the strip ratio. Detailed mine planning and scheduling is
in progress to determine the optimum mining rate for the two pits.
Metallurgical testwork results have confirmed the ores' positive
reaction to a gravity gold concentration step and this has been incorporated
into the process design which allows more gold to be recovered at a lower cost
per ounce. An eleven borehole drilling program at the Loulo 0 orebody aimed at
reducing interhole spacing to an average of 50 meters confirmed grade continuity
within the main payshoots, or higher grade areas. This has increased RRL's
confidence in the shape and grade of the orebody.
Discussions with the Malian Government on the development of the
project have progressed and an inter-ministerial commission has been formed to
address critical project issues.
GEOLOGY
The project is located within a Lower Proterozoic Birrimian
metasedimentary-volcanic sequence. The area is extensively laterized and covered
by depositional material, with only a very small amount of rock visible at the
surface.
The permit area is transgressed by several regional linear structures,
such as faults or shear zones, and there exists a strong spatial relationship
between gold and these structures. The regional structures strike for over 50
kilometers north to north-east across the permit area. The main alteration types
associated with mineralization include quartz tourmaline, sulphidation, albite,
silicification, hematization and carbonate.
RRL's exploration work over the Loulo Permit during the past five years
has identified several distinct types of mineralization. These types of
mineralization are as follows:
o Brittle deformation of the competent tourmalinized quartzites
within gold related reverse faults or thrusts as at Loulo 0, Loulo
2 and Yalea Ridge;
o Shear zones hosted within a brecciated sequence of siltstones,
quartzites and polymictic breccia's as at Yalea and P125;
o Thrust arrays or duplex stockworks, and thrust related breccias in
the footwall of reverse faults or thrust ramps in receptive host
rocks (footwall mineralization at Yalea-P125);
o Brittle deformation and disseminated mineralization associated
with quartz-feldspar porphyry dykes locating in dilational zones
within shear systems.
-35-
During 2002, an infill diamond drilling program was completed on the
Loulo 0 orebody involving eleven holes for a total of 2,033 meters. The
objectives of the program were to reduce the interhole spacing within sparsely
drilled areas and confirm payshoot boundaries in order to ensure that the
current pits are optimally designed.
The results confirm continuity of mineralization and geology within the
quartz-tourmaline ore zone with high grades related to intense stockworks of
quartz carbonate veining in association with pyrite and visible gold. Seven of
the intercepts are better than the surrounding holes with the other four
returning similar values. Geological and resource modelling will be undertaken
to incorporate this new data. In conjunction with this drilling, a program of
detailed trenching and mapping has been undertaken along the 900 meter strike
length of the outcropping quartz-tourmaline unit to ensure that surface
geological modelling and definition is optimal for mining and grade control. The
results confirm the continuity of the mineralized quartz-tourmaline unit and
provides RRL with detailed geological and grade control information for the
first phase of mining.
MINERAL RESERVES
Resource Service Group has calculated the reserves for the Loulo
Project set forth below as of December 31, 2002.
PROVEN RESERVES PROBABLE RESERVES TOTAL RESERVES
--------------- ----------------- ---------------
TONNES GRADE GOLD TONNES GRADE GOLD TONNES GRADE GOLD
CATEGORY (MT) (G/T) (MOZ) (MT) (G/T) (MOZ) (MT) (G/T) (MOZ)
- -------- ------ ------ ----- ------ ----- ----- ------ ------ ------
Loulo 0....... 6.20 3.40 0.69 0.30 2.50 0.03 RRL's 80%
Yalea......... 5.60 4.00 0.72 0.80 3.20 0.08 Share
Total......... 11.80 3.70 1.41 1.10 3.00 0.11 10.32 3.68 1.22
1. Pit optimization carried out at a gold price of $325 per ounce.
2. The reserve includes a 10% dilution at zero grade, 5% mining loss and an
allowance of 5% for extra waste estimated to allow for pit design parameters.
MINING
The current feasibility study anticipates that the two deposits
delineated to date, Loulo 0 and Yalea, would be mined simultaneously using a
mining contractor and the ore trucked to the crusher which will be situated in
close proximity to the Loulo 0 pit. Initial mining at Yalea is expected to be
"free dig", meaning that the rock may be extracted without the use of
explosives, as a result of the softness of the near surface ore.
MINERAL PROCESSING AND METALLURGICAL TESTING
RRL anticipates that the Loulo project will require a process plant
incorporating milling, gravity and CIL recovery treating between 150,000 tonnes
per month and 180,000 tonnes per month. Ore would be sourced from both the Loulo
0 and Yalea open pits. Recently completed test work has demonstrated the
amenability of the ores to gravity concentration and this appears to
significantly improve overall recovery, particularly on the unweathered Yalea
ores.
ENVIRONMENTAL ISSUES
An Environmental Impact Assessment has been concluded that found no
environmental issues that could stop the project. The Environmental Impact
Assessment was conducted by RRL's external consultants, Digby Wells and
Associates. Impacts related to the physical environment, archaeological sites,
flora and fauna and physical pollution will be mitigated against through planned
programs and training. The main impact of the project would be of a
socio-economic nature. By working with the local communities, regional
structures and central government, a plan will be developed whereby the best
sustainable benefit accrues to all stakeholders. A new location for the tailings
storage facility has now been located and is situated further from the Faleme
River. The new site, which is eight kilometers from the river, was considered
necessary to avoid potential concern over its previous location only two
kilometers from the river.
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UNDERGROUND SCOPING STUDY
The Loulo 0 and Yalea orebodies both host high grade payshoots with
values of between 10 and 7 g/t from five meter widths over strike lengths of 600
and 400 meters, respectively. These payshoots have only been sparsely drilled
down to a vertical depth of 250 meters at Loulo 0 and 150 meters at Yalea and
reflect the potential at depth within these mineralized systems.
FEASIBILITY
An underground scoping study was completed during the year by external
consultants, RSG Global. The study focused on exploiting the deeper extensions
of the southern payshoot at the Loulo 0 deposit. The study indicates the orebody
can be accessed below the current pit bottom via a twin spiral decline system
developed in the footwall of the ore zone. Ore extraction would be planned
through the shrinkage stoping method. As the borehole spacing is limited at
depth, further exploration boreholes are planned to increase confidence and the
planned mining method. Based on the results from this study, a scoping study to
test the potential of the Yalea underground resource is also planned.
Our detailed internal review of the project demonstrates that the
project has the ability to meet RRL's criteria for investment. However, the
internal review has highlighted the sensitivity of the project to certain areas.
As project returns are extremely sensitive to production rate increase, a
detailed design and scheduling project is being carried out by external
consultants in order to confidently establish the maximum production that can be
achieved from the two pits. Discussions with the Malian Government are
proceeding to finalize the fiscal regime under which the mine will operate as
well as the capital structure of the mining company. A government commission has
been formed to address the issues relating to the Loulo Project. Initial
meetings have been held to present RRL's requirements and it expects to continue
working on these issues. RRL's main issues concern provision of hydro-power for
Loulo from the nearby Manantali dam, provision of water from the Faleme River
and upgrading of regional infrastructure. Potential for synergies with other
developing projects in the region are also being reviewed.
TONGON PROJECT
The Tongon Project is located in northern Cote d'Ivoire, 628 kilometers
north of Abidjan within the 671 square kilometer Nielle permit in central,
northern Cote d'Ivoire. RRL has held the exploration permit since November 1996
and has carried out exploration activities on the project in several phases.
The project is situated in an area of relatively well-developed
infrastructure with nearby access to good roads, power, water and
telecommunications networks. Mineralization occurs within two zones, the
northern and southern zones, over a cumulative strike length of four kilometers.
A Type 2 Feasibility Study was completed in the first half of the year.
This indicated that the project could be economically viable and the decision
was therefore made to proceed with further, more advanced, feasibility work.
MINING
It is anticipated that mining of the Tongon orebodies would be by
open-pit methods. It is intended that contract mining will be employed.
More detailed drilling is required in order to assess the proven and
probable reserves at this project.
METALLURGICAL
Metallurgical testwork has been carried out on both the oxide and
sulphide ores from the Tongon deposits with the objective of developing a low
cost gold recovery process.
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RRL anticipates that the Tongon Project will require a 200,000 ton per
month recovery plant for treating the more competent sulphides. This plant will
be designed to accommodate 240,000 tonnes per month of the softer oxides in the
initial phase of exploitation.
Indications from the metallurgical testing completed to date are that
acceptable recovery rates are possible from both the shallow weathered zones and
the deeper unweathered zones. Mineralogical investigations indicate that the
gold in the deposits is generally fine grained. The gold in the shallower zones
is recoverable by simple milling and CIL treatment, while recovery of the gold
in the deeper zones will require flotation, fine grinding of the concentrate
followed by CIL extraction. The recovery assumed for the oxide material is 95%
and for the sulphide 88%.
PROJECT STATUS
A 10,000 meter drilling program was designed, costed and approved in
order to test the model fully and gain more assurance concerning the mineralized
material. This program was initiated by a 16 borehole drilling program the
results of which are described in the section on exploration activities.
Operations were disrupted by the state of unrest in Cote d'Ivoire which
started on September 19, 2002 when a faction of the military stationed in the
north of the country became dissatisfied with the newly elected government and
started a process of civil unrest in the town of Bouake, which quickly spread to
the other towns in the north. The government forces were unable to quell the
uprising and, after intervention by neighbouring countries and France, the
rebels and government have reached agreement and are in the process of
reconciling their differences. All on-site work at the Tongon Project is
currently suspended. RRL is hopeful that the disruption will be short lived as
it believes there is considerable movement towards settlement of issues in the
country.
DISCONTINUED OPERATION
SYAMA GOLD MINE
Syama is owned by Somisy, which in turn is owned 80% by RRL Somisy. The
remaining 20% is owned by the Government of Mali. RRL owns 100% of RRL Somisy.
Syama has been placed on a care and maintenance program. All gold
production activities, including the clean-up of the gold plant, have now
ceased. In line with the decision to suspend mining operations, activities at
the Syama mine have now been reduced to rehabilitation and monitoring work.
Despite Syama having been one of the largest employers in Mali, one of the
poorest countries in the world, there were no labor disputes in connection with
the closure of Syama. On April 16, 2003 RRL entered into a heads of agreement
with Resolute. Under this agreement RRL has given Resolute a 12 month option to
acquire its entire interest in its wholly-owned subsidiary, RRL Somisy, for $6
million, plus a quarterly royalty payment based on the gold price. RRL Somisy
owns 80% of Somisy which owns the Syama mine. In addition, Resolute will assume
$7.0 million of Syama's liabilities. During the option period, Resolute will pay
RRL option fees of $75,000 per month.
Should a satisfactory sale of RRL's interest fail to be concluded the
alternative is decommissioning and a phased disposal of the plant and equipment
to complete the rehabilitation of the mine.
During the year, RRL purchased from the International Finance
Corporation its shares in Somisy for a nominal amount. As part of its exit
strategy, the International Finance Corporation undertook on a best endeavors
basis to introduce a trust fund to assist in the sustainable development of the
local community affected by the closure of the mine.
On December 15, 2002, RRL entered into a settlement agreement with
Somisy, Rolls-Royce Power Ventures Limited, Syama Power Sales Limited, or SYPPS,
Operation d'Energie de Syama S.A. and ourselves regarding the outstanding
litigation relating to a contract for the supply of power generating equipment
to the Syama gold mine. As a result of this agreement, all parties have
withdrawn their claims. Under this agreement, RRL, Somisy and ourselves agreed
to pay SYPPS a total amount of $5.3 million in three installments. As of
December 31, 2002, a total liability of $2.7 million remained outstanding. This
amount is to be paid in two equal payments on the
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first and second anniversary of the date of the agreement. The outstanding
amount bears interest at LIBOR plus 2% as determined by the terms of the
agreement. The equipment is to be returned to Rolls-Royce Power Ventures Limited
which will remove the equipment from the mine site at its expense.
CLOSURE OF THE SYAMA MINE
RRL acquired the Syama mine in October 1996. At the time of
acquisition, the Syama ore processing capability was approximately 75,000 tonnes
per month. The installed power capacity at Syama was 15 megawatts, or MW, and
the operation used 9 MW in steady state operating mode, plus 5 MW to start
production. At the time of acquisition, gold production was running at
approximately 120,000 ounces per year and costs at approximately $3.8 million
per month, resulting in unit costs of approximately $380 per ounce.
Following acquisition, RRL developed a two-phase plan to expand plant
capacity to 210,000 tonnes per month and the level of ounces produced to 270,000
ounces per annum. RRL believed this production level would have reduced unit
costs to $210 per ounce by increasing the number of ounces over which costs were
spread, the majority of which were fixed. According to the plan, total mine
costs (mining, milling, general and administrative and royalty) would have
increased to approximately $4.7 million per month, with unit costs decreasing to
$210 per ounce with the increased production. The fixed-cost element of the
projections was based on the current fixed costs. The variable cost elements
were calculated on test work and actual quantities of reagents and power per ton
milled for oxide and more competent harder ore.
The expansion plan for Syama consisted of two phases:
o The first phase, Syama 1, involved the expansion of the power
generation facilities, the crushing and stockpiling facility, the
gold recovery section and the addition of sulfide regrind milling
and flotation sections.
o The second phase, Syama 2, added additional crushing and
stockpiling capacity and another mill.
The phased approach allowed operations to continue while the additional
plant was being installed.
In July 1997, RRL installed 10 additional refurbished Fairbanks Morse,
or FBM generators at the Syama power plant. The first was installed in July 1997
with the subsequent machines scheduled to arrive every 2 months thereafter. The
additional 18 MW of power supply would bring the total available power to 33 MW
on site. This would more than satisfy the steady state operational requirement
of 17 MW, with a start-up requirement of a further 5 MW making a total of 22 MW
on start-up. The FBM generators were subsequently derated, however, from 1.8 MW
to 1.4 MW and two MTU, or back-up, generators were ordered.
In September 1998, progress with Syama 1 resulted in operational steady
state of 140,000 to 150,000 tonnes per month being achieved, close to plan of
160,000 tonnes per month. Costs had been reduced to below $270 per ounce, thus
achieving higher ounce output at lower cost. RRL planned further reductions in
costs to $210 per ounce for Syama 2 by an increase in mill throughput to 210,000
tonnes per month, which would have resulted in a further improvement in
absorption of fixed costs. The steady state power requirement was now 14 MW plus
5 MW for start up. Total installed power was now 22 MW, comprising 10 MW from
the 10 Caterpillar units and 12 MW from the eight FBM units.
In November 1998, a portion of Syama 2 was commissioned. The mine plan
called for ore production of 210,000 tonnes per month. The mines installed power
supply gave an average available capacity of 24 MW, ranging from 18 MW to 30 MW.
The installed generators were comprised of 10 MW from the 10 Caterpillar units,
12 MW from the eight FBM units and 8 MW from the two MTU units. The steady state
power operating requirement was 17 MW, plus five MW for start up.
From this point on, however, RRL began to encounter problems with the
power supply. The FBM generators were under pressure and were failing from time
to time. The back-up MTU units (4 MW each) were commissioned, and provided some
back-up capacity, but were not intended to be in continuous operation. The new
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power demand, being so close to the available power level made steady state
operation unachievable and power interruptions were frequent. The production
became unsteady as required power was only just matched by installed power. When
available power dropped below 22 MW, sufficient reserve was not available to
allow the Syama 2 installation to start up, allowing only the Syama 1 phase to
operate. The frequent power interruptions caused motor damage and plant downtime
resulting in an unsteady operation and lower plant yields.
Between November 1998 and April 1999, RRL worked closely with
representatives of O'Brien Energy Services, the distributor of the FBM
generators, to remedy the problems with the FBM generators. Additionally, RRL
worked closely with representatives of Coltech Inc., the manufacturers of the
FBM generators. The Coltech representatives determined that the FBM generators
should be refitted with original FBM replacement parts, which were put on order
in March 1999.
In April 1999, RRL decided that the mine's power requirements should be
supplied by outsourcing to experts and by using new engines. In May 1999, RRL
invited power suppliers to submit bids, and in June 1999, selected Rolls-Royce
to supply Syama with two generators to replace some of the existing generators.
In June 1999, RRL agreed in principle with Rolls-Royce that it would
supply two Allen 5012 engines, the first of which would be commissioned in
November 1999. RRL also entered into a contract with Rolls-Royce under which
they would manage the existing power plant until the new Allen engines were
commissioned by Rolls-Royce.
Following the arrival of Rolls-Royce personnel at Syama, power from the
FBMs was stabilized with the delivery of original FBM parts. At this stage RRL
had an average available capacity of 22 MW (in a range of 18 MW to 26 MW),
comprising 10 MW from the 10 Caterpillar 3516 units and 12 MW from the 8 FBM
units and 4 MW from the one remaining MTU unit. Less total power was available,
but supply was more steady. The power requirement was now 17 MW plus 5 MW for
start up. Production was more stable at 170,000 tonnes per month.
In October 1999, the first Allen machine arrived on site late, which
pushed back the scheduled commissioning of the engine to February 2000. At this
stage, there were no indications that any further difficulties would be
experienced with the installation of Rolls-Royce power.
In December 1999, the gold price continued in a low range averaging
$279 per ounce in 1999 and an impairment assessment was carried out to see if
the carrying values of the assets were still applicable in view of the mine
plans going forward and the current gold price scenario. As part of the
assessment of the mine plan, consideration was given to the likelihood of
ongoing production problems. Any future problems were judged to be limited to
the interruption of plant production caused by lack of stable power supply.
However, the provision of the new Rolls-Royce engines was planned to address
that.
With additional throughput at a lower cost of production, Syama 1 had
been a success, but Syama 2 could not yet reach a steady state. Given the
progress made to date with the capital program in everything except power, the
management of the power plant by Rolls-Royce, and the pending installation of a
new power plant with the backing of the Rolls-Royce brand name, RRL believed it
was reasonable to assume the plan would be achieved.
An impairment write-down of $45 million resulted from the excess of
long term assets over the future cash flows of the mine. An impairment entry was
made at the end of the 1999 financial year. Actual production at the Syama mine
for the 12 months ended December 31, 1999 was 177,000 ounces compared to the
planned 265,000.
RRL continued to experience delays in the commissioning of the first
Rolls-Royce Allen engine, but were given assurances that the engines would be
commissioned. Given the delay, in February 2000 RRL ordered four additional
Caterpillar units to supplement the power supply. Since the Caterpillar plant
was under pressure as well, with rebuilds being delayed, to maintain sufficient
spinning reserve, it was necessary to replace some units, particularly since RRL
could not take the others off-line to overhaul them.
In March 2000, the second Allen engine arrived on site. In addition,
the two Caterpillar units were delivered and put on-line. RRL made every effort
to improve cash flow, but continued interruptions resulting from inconsistent
power supply started to impact on Syama's cash position, and consequently, the
ability to finance the
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replacement of some of the mining fleet. With the higher costs and lower gold
prices, the optimum strip ratio was increasing, and consequently, the
requirement to finance the stripping of the waste material was increasing.
In May 2000, RRL selected a contract miner to assume the earth-moving
operation, which involved drilling, blasting, loading and hauling services in
accordance with its plan. RRL believed that a contract miner could perform these
functions more cheaply and efficiently than it could on its own.
In June 2000, in view of the lower levels that had been achieved
against RRL's plan to that time, it reduced the anticipated annual production
levels in its plan for projecting future cash flows. RRL deemed that there were
indications of impairment of the Syama mine and tested the Syama operation for
impairment.
In the third quarter of 2000, Syama instructed Rolls-Royce to remove
their equipment from the operations. Syama made this request even though the
contract with Rolls-Royce did not expressly provide that Rolls-Royce was in
breach of the contract. At that time, Rolls-Royce was also on site at Syama
under contract to operate Syama's existing power plant.
In October 2000, two Caterpillar units were delivered and put on-line.
The contract miner established on-site and assumed earth-moving operations. RRL
also held a strategic review for Syama and adopted a 30-month mine plan to
extract the remaining ore from the pit. The plan contemplated ceasing mining
activities at the end of January 2001, after removing the remaining exposed ore
in the north of the pit, and processing stockpiles for the remainder of the
30-month period.
The first Allen 5012 unit commenced testing in late November 2000 and
Rolls-Royce claimed to have commissioned the second Allen engine in January
2001. RRL disputed this claim, since power interruptions continued. During the
Rolls-Royce power trials, plant availability was severely impaired as a result
of the frequent power outages affecting the entire plant, which also resulted in
equipment motor damage.
In February 2001, RRL's board ratified the decision to put the mine on
care and maintenance. The mine's management rejected claims that the second
Allen engine was commissioned. RRL suspended mining operations. Rolls-Royce
continued to try to commission the first Allen engine.
In March 2001, the earth-moving fleet was parked to be renovated for
sale, and the contract miner was de-mobilized. Given RRL's experience with
contract mining, it believes that contract mining would be the appropriate
method to use on any future start-up, and that a contract miner could perform
blasting, loading and handling services at a lower cost than if it performed
those services on its own. The Morila mine employs a contract miner for these
types of services.
In April 2001, the number 1 Allen engine failed catastrophically. RRL
formally rescinded the Rolls-Royce contract. RRL believed it was entitled to
rescind the contract as a matter of law, although rescission was not an express
remedy under the contract. Shortly following the rescission, Rolls-Royce made an
informal oral offer to RRL to supply alternative power. RRL rejected the offer,
as a scale back in operations removed the need for additional power.
RRL never recognized a capital lease obligation in its financial
statements in connection with its contract with Rolls-Royce because there was no
obligation on its part to pay for either engine unless and until an engine was
commissioned. None of the Rolls-Royce engines were ever commissioned.
By December 2001, 705,000 tonnes of stockpiles had been processed. As
part of a constant review of the mine's future, and with no indications of a
sustained rally in the gold price, RRL estimated the future available stockpiles
as being uneconomical. Process operations stopped and the plant was put on care
and maintenance in December 2001.
Syama has been on care and maintenance for the 2002 year. Management
focus in this last year has been the clean-up of the process plant and actively
seeking a new investor for the mine.
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Activities at the Syama mine have now been reduced to rehabilitation,
routine turning of process plant and power generation equipment and water
quality monitoring work.
GEOLOGY
The Syama mine is located in the Sikasso region of Mali, 280 kilometers
southeast of the capital Bamako and 800 kilometers from the port of Abidjan in
Cote d'Ivoire.
The deposit occurs on the Syama-Boundiali shear zone within the
Birrimian formations of southern Mali. The gold mineralization is structurally
controlled and is hosted within a one kilometer wide sequence of altered basalts
and metasediments. Mineralization in the main ore body occurs over an 800 meter
strike and has been confirmed by diamond drilling to be open at depths of 600
meters below surface.
In addition to the main deposit, nine satellite orebodies have
previously been partially exploited for their oxide potential in the 200 square
kilometer lease area, providing 25% of the total milled ore to date. There is
still additional potential associated with these oxides and the underlying
sulphide ore bodies.
No additional drilling or analysis has been completed at Syama since
placing the mine on care and maintenance.
SYAMA HISTORICAL RESERVES
At the end of December 1999, the Annual Reserve Statement for the mine
quoted reserves of 26 million tonnes at a grade of 3.1 g/t for a total content
of 2.7 million ounces of which 2 million ounces were attributable.
ENVIRONMENTAL RESPONSIBILITY AND COMMUNITY DEVELOPMENT
Rehabilitation work during the first half of 2002 was concentrated
around the Syama process plant and erosion control at the satellite sites called
A21, Quartz Vein Hill and BA01. This was completed with the aid of local labor
and expertise from Sikasso. Some 11,000 indigenous trees were planted with the
assistance of the local villagers.
With the strategy of preserving the orebody in mind, only limited work
was done on the main Syama pit, north, west and south rock stacks or the
extension pits. This ensures that these assets will remain available should the
opportunity to reopen the mine arise. As in previous years, environmental
audits/visits continued. During 2002 groundwater quality continued to improve.
Consultants, Steffen, Robertson and Kirsten (South Africa) (Pty) Ltd, or SRK,
completed a closure plan review and a revised estimate of quantities required
for site closure.
RRL accelerated the community projects during the year and by the end
of 2002, other than the Trust Fund which is to be funded by the International
Finance Corporation, had completed all the projects that were agreed with the
Syama Mine Community Consultative Committee. This included water pumps, schools,
hospitals, irrigated gardens, road repairs and dam repairs.
Syama incurred costs of $5.6 million during its first year on full care
and maintenance. This included a charge of $1.3 million to increase the
provision for the settlement of the Rolls-Royce Power Ventures' dispute, $0.8
million loss on financial instruments prior to closing out the Syama hedge
instruments and a charge of $ 0.6 million to increase the rehabilitation
provision after a revaluation of the anticipated rehabilitation costs by
consultants, SRK.
CARE AND MAINTENANCE COSTS
The major portion of the funds expended on care and maintenance relate
to the protection of the assets, while funds were also expended on maintaining
completed rehabilitation work as well as community development work. The care
and maintenance costs were funded by the proceeds received from the disposal of
the mining fleet, sale of other non-core assets, value added tax refunds and
funding provided by RRL.
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During 2002 the Syama hedge position comprising sold call options of
148,500 ounces at $353 per ounce was closed out at a cost of $1.8 million.
EXPLORATION PROJECTS
GENERAL
RRL has been exploring in Africa and in particular the Birrimian of
West Africa for over ten years and has developed a geodynamic model to guide and
focus its exploration. The Birrimian sequences of the West African craton are
accretionary terrains formed through orogenic collisional events which have
developed as a result of plate tectonic processes in the Earth's crust. Gold
mineralization and, in particular, multi-million ounce deposits are located
within volcano-sedimentary belts exhibiting strong evidence of crustal reworking
and a polyphase history of deformation and intrusive activity. The Randgold
Resources model has prescribed the areas of focus for its generative work and
driven the acquisition of permits and advanced projects in West Africa. RRL's
exploration teams continue to generate and assess new opportunities on the West
African craton not only in its priority countries of Mali, Cote d'Ivoire and
Senegal but also in Ghana and Guinea.
RRL's exploration activities are focused on the extension of existing
orebodies and identification of new orebodies both at existing sites and at
undeveloped sites. Once a potential orebody has been discovered, it extends and
intensifies its exploration efforts to more clearly define the orebody and the
potential portions to be mined. RRL constantly refines its geological techniques
to improve the economic viability of prospecting and mining activities.
RRL employs a multi-disciplinary exploration team to explore and
develop opportunities in a phased approach. When RRL evaluates potential
exploration targets, it initially assesses the political and economic
considerations, including fiscal policies, in addition to geological factors.
RRL only has interests in countries which have satisfactory criteria in this
regard and its management is not aware of any material tax, political, economic
or geological considerations which may have a material limitation on its
operations in the relevant countries. However, all of these countries are poor
and the biggest risk to any mineral project development is political and social
instability which would affect mining rights.
RRL follows detailed procedures in the exploration and evaluation of
potential gold mineralization. The first phase involves target generation,
including the identification of prospective areas and acquisition of permits. In
the second phase of its exploration program, RRL verifies previously identified
gold of remote sensing data (i.e. geophysics and landsat). In the third phase,
work is focused on detailed follow up of gold targets fitting its criteria and
includes trenching and diamond or reverse circulation drilling. The final
exploratory phase involves definition drilling on a specific mineralized body as
part of the feasibility work. The following table summarizes the phases of RRL's
exploration process:
PHASES OF EXPLORATION
Phase I o Country ranking
o Generative program to identify prospective
terrains
o Acquisition of mineral rights
Phase II o Evaluation of previous work
o Interpretation of remote data sets
o Regional and detailed geochemical programs
o Regional and target scale geology and regolith
maps
o Data integration and interpretation
o Target generation and prioritization
Phase III o Focused follow-up programs involving
trenching, pitting and reverse circulation or
diamond drilling to broadly define resources
Phase IV o Pre-feasibility drilling
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o Feasibility drilling
o Feasibility study
Independent professional laboratories conduct the assaying of RRL's
samples. RRL's standard quality control measures include the use of two sample
repeats, a blank and a standard, with each sample batch. RRL routinely carries
out repeat analysis on samples higher than the surrounding baseline and the
frequency of these increases on samples indicating a zone of mineralization. RRL
makes monthly cross-checks with other commercial laboratories.
RRL correlates assay results with the geological logs and enters all
data into a computer database which RRL uses to model the orebody. An internal
consultant carries out this evaluation in conjunction with RRL's project
geologist. RRL uses modern geostatistical methods backed up with more classical
procedures. Another external qualified evaluation consultant cross-checks the
estimates.
RRL uses independent consultants and contractors to carry out due
diligence audit and feasibility study work in the various disciplines, including
reserve and resource estimates, modeling and mining design, engineering
metallurgical evaluation, environmental studies and valuation and corporate
finance.
RRL has various types of permits in Africa in the countries of Senegal,
Cote d'Ivoire and Mali. Operating offices exist in each of these countries. The
following table outlines the status of RRL's permits as of December 31, 2002.
RRL holds permits either in its own name within affiliated subsidiaries or in
joint venture with other parties. RRL's final equity holding on exclusive
exploration permits, should a mine be discovered, varies from 52 to 85 percent.
A total of 40 targets, ranging from grass-roots exploration to advanced resource
definition, have been identified within these properties and are being explored
by it at different levels due to their status and priority and include the
evaluation of brownfield opportunities in the Loulo, Morila and Tongon regions
and the development of new opportunities in Senegal and northern Cote d'Ivoire.
AREA
COUNTRY TYPE AREA (KM(2)) (SQ MILES) EQUITY (%)
- ------- ----------- --------------- --------------- ----------------
MALI
Syama....................................... EP 191 74 80
Loulo....................................... EP 372 144 80
Morila...................................... EEP 289 112 80
Morila...................................... EP 200 77 40
Selou....................................... EEP 53 20 52
Koba........................................ EEP 116 45 85
Tiorola..................................... EEP 257 99 70
Diokelebougou............................... EEP 393 152 70
Dionkola.................................... EEP 248 96 70
Kekoro...................................... EEP 500 193 50
Sagala...................................... EEP 500 193 50
Lamininia................................... AE 500 193 70
COTE D'IVOIRE
Nielle...................................... EEP 671 259 75
Boundiali................................... EEP 1,314 1,014 75
Dabakala.................................... EEP 191 74 75
Mankono..................................... RP 704 271 75
Sikolo...................................... RP 500 193 75
SENEGAL
Kanoumering................................. EEP 405 156 80
Kounemba.................................... EEP 408 158 80
Tomboronkoto................................ EEP 403 156 80
Total Area.................................. 8,215 3,678
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OVERVIEW
During the year, exploration activities focused on evaluation of
targets in the priority regions of Morila and Loulo as well as developing new
opportunities in Senegal, Tanzania and elsewhere in Africa. Exploration
highlights include consolidation of holdings around Morila mine (+3,000 square
kilometers) including signing a new joint venture with the Japanese consortium,
OMRD; development of new geological models which culminated in demonstrating
that the Morila orebody is still open and that there are considerable
opportunities to expand our gold mineralization at Loulo and Tongon; acquisition
of 1,200 square kilometers of ground within three permits in the highly
prospective Sabodala Belt; and finally completion of a comprehensive generative
study within the Greenstone Belts of Tanzania and the submission of eight
prospecting licence applications. RRL's resource triangle now hosts 45 targets
of which 12 are at advanced stage and our groundholdings comprise twenty permits
totalling 8,215 square kilometers. At Tongon in Cote d'Ivoire, exploration
drilling in the southern zone outlined additional mineralized zones but had to
be suspended in mid program pending resolution of the current conflict. In
Burkina Faso, exploration activities have ceased but a local representative has
been retained to monitor new opportunities.
MALI
MORILA EXPLOITATION PERMIT
During the year, geology and exploration activities within the mining
permit area focused on detailed geological mapping of the orebody, fringe
drilling of the west, east and southern extensions, infill drilling of the high
grade area in Pit 2, drilling of a deep borehole (San 251) between the two pits,
reconnaissance diamond drilling at San Extension and follow-up RAB and diamond
drilling programs on other targets in the Donba-Morila corridor.
Geological interpretation of the pit mapping and the latest drilling
information has enabled revision of the geological model for Morila. Gold
mineralization is concentrated within a shallow dipping shear zone referred to
as the Morila shear zone. The Morila shear zone is associated with a strong
silica-feldspar-biotite alteration and a sulphide assemblage of arsenopyrite,
pyrite and pyrrhotite. A north-east to south-west trending high grade axis
grading 10-100 g/t, is focused along an anticlinal flexure within the shear
zone. In summary, Morila mineralization is controlled by a shallow dipping shear
system with high grade concentrated along the axis of a north-east trending
fold. The ore zone is essentially flat and is only exposed in the south due to
faulting and intrusive activity. The latest work has led to a better
understanding of the deposit geology, geometry and confirms that the system is
still open in the south, east and west. Because of the orebody's flat nature
there are additional opportunities to locate hidden mineralized pockets within
the permit area in similar settings to Morila. The extension drilling at Morila
confirms the presence of a continuous mineralized system related to a shallow
dipping structure. Furthermore, the drilling of a deep borehole within the
middle of the orebody illustrates that Morila is a large mineralized system with
alteration, sporadic anomalous gold values and further zones of shearing down to
almost 600 meters below surface.
The geological remodelling has highlighted drilling opportunities in
the south, west and east extensions to the ore zone. Previous drilling suggested
the orebody came to surface in the west but a reinterpretation confirms that the
Morila shear zone locates at approximately +200 meters below surface. This
hypothesis has been confirmed by the results of the first five diamond holes on
the western margin which returned intercepts of 24 g/t over 11 meters to 2 g/t
over 63 meters from depths of over 200 meters below surface. This work confirms
that the Morila orebody is still open in the west. In the southern extension
previous drilling intercepted 8 meters at 6.7 g/t close to the contact with a
tonalite intrusive. This intercept and our understanding that the tonalite and
associated faulting has pushed the orebody to surface suggests that the Morila
shear zone could still locate south of this intrusive. Two diamond holes were
drilled within this target area; one intersected tonalite and the other returned
an intercept of 19 meters grading 2.1 g/t. Finally detailed pit mapping on the
eastern margin of the current orebody confirms that the ore zone is located
within the steeply dipping plane of a north-south trending fault which down
throws to the east. Drilling to test this concept has returned Morila styled
mineralization and further geological modelling is in progress.
All of this work confirms the prospectivity of the exploitation lease
and highlights further brownfield opportunities within the Donba-Morila corridor
where previous exploration has outlined multiple rotary air blast and
geophysical anomalies. Reconnaissance diamond drilling of another Morila "look
alike" electro-magnetic anomaly at San Extension highlighted anomalous gold
zones associated with arsenopyrite returning intercepts of 0.2 to 1.5 g/t over
widths of 1 to 12 meters. The holes also display silica-feldspar alteration down
to a vertical depth of 300
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meters. San Extension locates only four kilometers north-west of the mine and to
date only three holes have been drilled into a target area covering over two
square kilometers.
The future exploration for Morila Limited includes an aggressive
drilling program to outline the limits of the current orebody as well as focused
programs at San Extension, Bla and the Donba region. Delineation drilling has
commenced on the western margin of the current orebody spore where a 17 hole
(6,255 meter) program is designed to understand the geology and continuity of
mineralization over a 750 meter by one kilometer area west of the current pit.
In addition to this specific target exploration a portion of the $2 million
budget will be designated to test conceptual targets outlined from regional
geochemistry and geophysics.
MORILA REGION
RRL's groundholding position around the Morila mine now exceeds 3,000
square kilometers on nine permits and to date fifteen gold targets have been
outlined for further work. During the year a new joint venture was signed with
Japanese consortium, OMRD, covering two permits locating directly west of the
Morila exploration permit. The permit portfolio is at various stages of
exploration and includes prospects with in situ gold mineralization, geophysical
targets and conceptual zones within similar geological settings to Morila. All
exploration is now focused around Morila and the company has relinquished the
Zana, Kolondieba and Niamou properties locating fifty kilometers to the south of
Morila.
Exploration in the region is driven by RRL's geological model.
Information from the current orebody highlights the relationship between gold
mineralization, a shallow dipping shear zone, folding and a prominent
north-south ductile fault. The Morila orebody is, in general, flat apart from
where it steepens against the ductile fault in the east and where it is pushed
to surface by a tonalite intrusive. The ductile fault is observable regionally
as a north-south linear on aeromagnetics and Landsat. A further five north-south
trending linear structures are noted in the Morila terrain and our portfolio of
exploration targets line up along these linear structural zones. A geological
model is postulated whereby metamorphic, gold-bearing fluids were driven along
these structures due to orogenic events including the emplacement of deep seated
intrusive batholiths. The gold-bearing fluids were trapped within the folded
segments of a flat shear system.
A distinction can be made between the flat lying clastic metasediments
of the Morila terrain and the steeply dipping turbidite sequence of the Kekoro
terrain. The Morila terrain has been metamorphosed to amphibolite facies grade
as opposed to the greenschist facies of the Kekoro sequence. It is postulated
that the mineralized systems locating within the Kekoro formation may be
shallower equivalents of the Morila system.
Surface exploration work and shallow rotary air blast drilling have
identified four targets with indications of hanging wall style of mineralization
similar to Morila. At the Dialakoro target in the Morila exploration lease,
twelve samples of flat dipping quartz veins intersected in prospecting pits
returned values of between 0.5 and 7.7 g/t. The veining is parallel to the
foliation and is associated with sericite alteration. Similarly the Kona target,
which locates 10 kilometers north-west of Dialakoro, returned a rotary air blast
intercept of 4.5 g/t over 9 meters from quartz veining in steep dipping
chloritised metasediments. On the Djadio target, within the Dionkala permit,
pitting of a coincident gold and arsenic soil anomaly confirmed strong
sericite-chlorite-epidote alteration associated with a flat foliation in highly
metamorphosed metasediments. At the Ntiola target a reconnaissance trench
returned intervals of 15 meters at 2 g/t and five meters at 2.0 g/t from
deformed greywackes in close contact with a diorite body.
Exploration work during 2003 will be focused on developing the target
portfolio and includes geochemical studies, ground geophysics, detailed
geological and regolith mapping and finally drilling testing. Work to date has
demonstrated that an orebody is not outcropping but that there is enough
encouraging information in the form of in situ gold mineralization, gold
anomalism, alteration and structure to suggest that the mineralized system could
be close to surface.
LOULO
Exploration on the Loulo property during 2002 was focused on: infill
drilling, trenching and geological mapping of the Loulo 0 orebody; drill testing
of satellite targets at Loulo 2; definition of a new target three hundred
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and fifty meters west of Loulo 0; a review of the underground potential on the
Loulo 0 and Yalea orebodies and finally geological modelling along the 15
kilometers strike length of the Yalea structure.
Detailed exploration has focused on defining targets within close
proximity to the known orebodies. A new discovery was outlined which locates
only 350 meters west of Loulo 0 orebody on the edge of the current optimum pit.
Trenching, resampling of old diamond core and geological mapping has confirmed
the presence of a seven hundred meter, north-south striking shear zone with
associated structural splays which is enveloped by silica-haematite alteration.
This zone grades between 1 and 5 g/t over widths of 8 to 22 meters. Drill
testing of this target will be undertaken during the first quarter of 2003.
Diamond drilling at the Loulo 2 target has outlined a central high grade core of
+10 g/t over eleven meters along a strike of 75 meters down to a depth of 50
meters within a quartz-tourmaline unit with brecciation and a quartz vein
stockwork. Extension drilling north and south of this high grade core returned
narrow intercepts of 1.5 to 4.5 meters grading between 1.4 and 5.7 g/t. Finally
surface exploration in an erosional window locating two kilometers south and
east of Loulo returned encouraging lithosamples of between 2 and 5 g/t along a
north trending structural zone which can be followed for eight hundred meters.
Geological mapping and reinterpretation of diamond core has resulted in
the refinement of the geological model for Yalea. The orebody locates within the
Yalea structural zone and is defined by a hangingwall shear and a footwall
mylonitic thrust shear zone. Between these bounding structures mineralization is
associated with a pyrite-magnetite-arsenopyrite-chalcopyrite-gold which is
enveloped by silica-carbonate-sericite alteration. This gold system is developed
over plus two kilometers with north plunging high grade shoots related to
dilational zones. The Yalea structural zone can be traced over 15 kilometers and
to date has only been prospected with shallow reconnaissance drilling from
surface down to fifty meters at Baboto, Loulo2 and 3. Detailed structural
mapping, multi-element geochemistry and ground geophysical studies are presently
in progress to define additional conceptual target zones along the Yalea
structure with a view to effecting reconnaissance diamond drilling.
SENEGAL
Since the acquisition of the Kanoumering permit, RRL's exploration team
has undertaken further generative studies with the Sabodala Belt. This work has
identified a geological terrain with carbonate altered mafic and felsic packages
which are intruded by multiple granitoid bodies. The volcanic package is thought
to represent the preserved remnant of an accreted volcanic arc which has been
subjected to extensive crustal reworking as attested to by extensive intrusive
activity and polyphase deformation involving folding, thrusting and shearing.
Multiple mineralization styles have been identified and include quartz-veinlet
stockworks within or at the contact with granodiorite intrusives, disseminated
sulphide bodies in fold noses and brittle-ductile shear systems associated with
gold and arsenopyrite. This work has culminated in the acquisition of a further
two new permits and RRL now holds a contiguous block covering an area of 1,200
square kilometers. The new permits are referred to as Kounemba and Tomboronkoto.
In summary, RRL's new permit portfolio in Senegal hosts a variety of gold
bearing targets including five with significant gold intersections from
reconnaissance drilling; multiple gold in soil anomalies and grassroots targets
in favorable geological settings. These targets are presently the focus of
follow-up exploration programs with the objective of identifying a major
mineralized system.
On the Tomboronkoto permit, gold mineralization at the Tombo target
consists of a north 70 trending stockwork of quartz veinlets associated with
silica-feldspar alteration in a granodiorite host rock. A plus one kilometer
zone of continuous mineralization has been delineated and is open in all
directions. A new geological model has been developed which highlights
opportunities both along strike and at depth within this mineralized system.
Trenching is currently in progress to test the geological model with a view to
undertaking drilling later this year. Six additional plus one kilometer soil
anomalies (+50 ppb), in sheared andesites intruded by granitoids also locate on
the Tomboronkoto property and require further work.
On the Kanoumering permit, data processing, orientation and generative
work is now complete. The Kanoumering property hosts multiple gold targets and
soil anomalies in various geological settings associated with contrasting
mineralization styles. At the KB target, a 3x4 kilometer soil anomaly (+100 ppb)
is associated with the contact zone between a large granodiorite and andesitic
volcanics. Gold mineralization is associated with quartz carbonate veins hosted
in porphyry dykes and within the andesitic volcanics. Only four previous diamond
holes were drilled, covering a 200 meters by 100 meters area and intersected
multiple zones of veining and silicification returning intercepts of 40 meters
at 2.6 g/t and 25 meters at 2.9 g/t. Exploration is focused on trenching,
pitting and
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geological mapping of the coherent high grade (+1 g/t) zones within
the broad anomaly. Fourteen lithosampling results to date have returned between
1 and 82 g/t within one of these zones.
Target KA is located at the sheared contact between felsic and
andesitic volcanics and the target remains open to the north where any
expression of surface mineralization is concealed beneath a transported regolith
regime. The shear system hosting the KA target can be traced northwards with
airborne electromagnetic and magnetics for a further ten kilometers. Target KC
locates along the same structural zone as KA and gold mineralization is
associated with arsenopyrite and a broad alteration zone (silica-carbonate and
sericite) in shallow dipping shear systems hosted within an andesitic-felsic
volcaniclastic package. The KC soil anomaly covers a 2.5 by 1 kilometer area at
plus 50 ppb and is still open to the north and south.
The Kounemba permit is located directly north of Kanoumering and
straddles the shear corridor as the KA, BA and KC targets. Generative work has
highlighted various favorable structural settings along this structural zone and
reconnaissance geochemical and geological programs are presently in progress.
COTE D'IVOIRE
On the Tongon project, at the Nielle permit in northern Cote d'Ivoire,
mineralization locates within two zones, the northern and southern zones, over a
cumulative strike length of four kilometers. The northern zone is defined by a
single shear structure grading between 1.5 and 4.5 g/t over widths of 3 to 24
meters along a two kilometer strike length to drill tested depths of 120 meters
below surface. Conversely the southern zone hosts multiple mineralized bodies
grading 2 to 9 g/t with widths of 5 to 50 meters over a 2 kilometer by 500
meters area down to depths of 200 meters.
During the previous year exploration work focused on the southern zone
where further trenching (1,495 meters) and diamond drilling (17 holes for 3,535
meters) was completed as part of a multi-phased program. This program was
subsequently curtailed due to the current conflict. The work completed has led
to a better understanding of the ore zone outlining the presence of further
mineralized bodies particularly in areas previously designated as barren as well
as additional "blind bodies" which do not come to the surface. Geological
modelling of the southern zone confirms the presence of multiple mineralized
bodies associated with a broad envelope of boitite-silica-tremolite-diopside-
sericite-carbonate alteration. Mineralization is associated with brecciation,
shearing and quartz veining in disseminated arsenopyrite-pyrhotite-pyrite-gold
assemblages. The southern zone is still open at depth, the edges of the zone are
poorly understood and within the orebody various areas are still sparsely
drilled. Drill spacing varies from 50 to 100 meters in the southern zone. In the
northern zone drilling density is very sparse with an interhole spacing of plus
two hundred meters. There are considerable opportunities to enhance grade
continuity with infill drilling.
In conclusion, there is opportunity to increase the Tongon mineralized
material for the following reasons: the extent and geometry of the high-grade
bodies in the southern zone will only be accurately defined with closer spaced
drilling and further drilling at depth; the northern zone is very poorly drilled
with deepest intersections at only 120 meters below surface and borehole spacing
is over 200 meters; finally the edges of the southern zone and northern zone are
not well understood. Opportunities also exist on gold targets locating within a
five kilometer radius of Tongon where follow-up programs will be effected.
Follow-up programs will also be effected on multiple gold targets within the
Nielle permit.
On the Boundiali permit, locating ninety kilometers west of Nielle, all
regional, reconnaissance and preliminary follow-up work has been completed and
the permit was renewed and reduced from 2,640 square kilometers to 1,320 square
kilometers. Three gold targets with plus one kilometer strike lengths and
encouraging trench, pit and lithosampling results are scheduled for follow-up
programs. On one of these, the Tiasso target, trench intersections and soil
anomalies outline the potential for multiple mineralized zones over an area of
2,000 meters by 500 meters. Gold mineralization is associated with brecciation
and quartz vein stockworks returning encouraging trench intersections of between
six and twenty five meters grading 3 to 4.5 g/t. A strong ground magnetic
anomaly is coincident with the edge of the soil anomalies and could represent a
hidden intrusive body. The Tiasso target is still open in all directions and the
soil anomaly stops against alluvial gravels and ferricretes in the north and
south. The target will be tested with shallow reverse circulation and rotary air
blast drilling to define the geometry and extent of mineralization.
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Elsewhere in northern Cote d'Ivoire our generative programs have
resulted in the acquisition of three new permit areas. These properties are at a
grassroots level but work completed to date has demonstrated the presence of
bedrock mineralization associated with a regional two square kilometer anomaly
of plus 50 ppb gold. Follow-up programs involving detailed surface exploration
are presently in progress.
In summary, RRL's projects in Cote d'Ivoire include a feasibility stage
project at Tongon and a balanced portfolio which includes brownfield
opportunities around Tongon, an advanced prospect at Tiasso on the Boundiali
permit and a selection of targets at various stages of exploration. In view of
this and the fact that Cote d'Ivoire forms the southern extension to the Malian
geology and is very under-explored, RRL is intent on maintaining its position
and if stability returns, looking for new opportunities in this country.
BURKINA FASO
In the nine years that RRL has been in Burkina Faso it has been
involved in numerous technical discoveries but unfortunately none of these have
led to the development of a plus 2 million ounce system. In view of this RRL has
made a decision to cease active exploration in Burkina Faso. A local
representative has been retained and will continue to monitor new opportunities
within the country.
REGULATORY AND ENVIRONMENTAL MATTERS
RRL's business and the businesses of its subsidiaries is subject to
extensive government and environment-related controls and regulations, including
the regulation of the discharge of pollutants into the environment, disturbance
of and threats to endangered species and other environmental matters. Generally,
compliance with these regulations requires RRL to obtain permits issued by
government agencies. Some permits require periodic renewal or review of their
conditions. RRL cannot predict whether it will be able to renew such permits or
whether material changes in permit conditions will be imposed. Non-renewal of
permits or the imposition of additional conditions could have a material adverse
effect on our financial condition and results of operations. To the extent that
the countries in which RRL has exploration and mining permits have no
established environmental laws, it is currently working to ensure that its
operations are in compliance with environmental standards set by the World Bank
in relation to air emissions and water discharges. RRL's activities are also
subject to government regulations relating to mine safety, occupational health,
labor standards, prospecting, exploration, production, exports and taxes.
Although RRL believes that it is in compliance with these laws, regulations, and
requirements with respect to its properties, any failure to comply could result
in RRL being subject to substantial penalties, fees and expenses, significant
delays in RRL's operations or even the complete shutdown of its operations. In
accordance with RRL's stated policy, it accrues estimated environmental
rehabilitation costs based on the net present of future rehabilitation cost
estimates which are recognized and provided for in financial statements and
capitalized to mining assets on initial recognition. The present value of
additional environmental disturbances created are capitalized to mining assets
against an increase in rehabilitation provision.
MINERAL AND PETROLEUM RESOURCES DEVELOPMENT ACT (THE "ACT")
In South Africa, mineral rights (which encompass the right to prospect
and mine) are held either privately or by the government of South Africa.
Ownership of private mineral rights is held through title deeds and constitutes
real rights in land, which are enforceable against any third party. Prospecting
and mining are regulated by the provisions of Minerals Act No. 50 of 1991 (South
Africa), or the Minerals Act, and South African common law. In order to mine or
prospect for minerals on a South African property, it is necessary to have
mining authorizations or permits under the Minerals Act for such property. In
order to obtain such authorization in terms of the Minerals Act it is necessary
either to own the mineral rights in respect of such minerals or to have the
consent of the owner of the mineral rights to mine or prospect for minerals.
In April 2002, the South African Department of Minerals and Energy
published the Mineral and Petroleum Resources Development Bill for public
comment. Following extensive public debate the Bill was passed by the South
African Parliament and assented to by the President on October 3, 2002. The Act
will come into effect on a date to be fixed by the President. The Act proposes,
among other things, to vest the right to prospect and mine in the state. This
will be administered by the government of South Africa in order to aid the
participation of historically
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disadvantaged persons who wish to participate in the South African mining
industry. It will also create an internationally competitive and efficient
administrative and regulatory regime, based on the universally accepted
principle, and consistent with common international practice, that mineral
resources are part of a nation's patrimony.
Transitional provisions are included in the Act which will phase out
privately-held mineral rights granted under current legislation. The
transitional provisions contemplate three scenarios: (1) mineral rights in
respect of which no prospecting permit or mining authorization has been issued
and/or no prospecting or mining activities are taking place; (2) mineral rights
that are the subject of prospecting permits and prospecting is taking place; and
(3) mineral rights in respect of which a mining authorization has been issued
and mining is taking place. Under category (1), the holders of privately-held
mineral rights would need to apply for a prospecting or mining right in their
own names to replace their existing mineral rights. Application would have to be
made within one year of enactment of the Act. Under categories (2) and (3), any
prospecting permit or mining authorization granted under the present legislation
would continue to be valid only for a maximum period of two and five years,
respectively. After the lapse of the one year period referred to in category (1)
and the two and five year periods in paragraphs (2) and (3), respectively, the
mineral rights would cease to be held by the registered holder. Within these
periods in order to continue with its mining or prospecting operations, the
holders of mineral rights or prospecting permits or mining authorizations would
have to apply for a new prospecting right or mining right in respect of category
(1) and for conversion to new prospecting or mining rights in respect of
categories (2) and (3).
Under the Act prospecting rights will be granted for an initial period
of five years, and can be renewed upon application for a further three years
(and thereafter at the discretion of the Minister of Minerals and Energy, or the
Minister). Mining rights will be valid for a maximum period of thirty years, and
can be renewed upon application for a further maximum of thirty years. Provision
is made for the grant of retention permits, which will have a maximum term of
five years. A wide range of factors and principles could be considered by the
Minister when exercising her discretion whether to grant these applications; for
example, evidence of an applicant's ability to conduct mining operations
optimally. Owing to these provisions, we might not be successful in our
applications for new prospecting rights or mining rights.
The Act provides that a mining or prospecting right granted under the
Act can be cancelled if the mineral to which such mining right relates is not
mined at an "optimal rate". Furthermore, royalties not payable under existing
legislation may become payable to the state, although these provisions will be
subject to a separate Money Bill which was published for comment on March 20,
2003.
The Act was approved by Parliament in June 2002, but has yet to be
implemented. The long-term effect of the Act will be to reduce the size of our
mineral holdings in South Africa. However, the Act will also allow us to apply
for dormant rights in areas previously held but not explored by third parties as
these rights will now be assignable by the state.
In terms of the Money Bill, producers of minerals will be levied a
royalty ranging from 2% for low value high bulk minerals to 8% for diamonds.
Additionally, the state and the mining industry have agreed to a mining
charter to be phased in over a number of years. The charter demands a phasing in
of ownership to historically disadvantaged South Africans of mining companies,
requiring a 15% ownership in 5 years and 26% in 10 years. There is no
prescription as to how this is to be achieved and it is incumbent on the
industry to select empowerment partners who can with support from the industry
raise the necessary finance for these acquisitions.
The Department of Minerals and Energy has also recently released a
scorecard against which mining companies will be measured to see how they have
performed in redressing socio-economic issues. These measures could have an
adverse affect on our results and financial conditions. The details of the
implementation of the scorecard is still uncertain, but the intention is to
penalize participants who do not meet the department's criteria as listed in the
scorecard. The scorecard is designed to facilitate the application of the
Charter in terms of the Mineral and Petroleum Resources Development Act
requirements for the conversion of all of the "old order rights" i.e. the rights
held under repealed legislation into new rights within a five-year conversion
window period, but recognizing the full ten-year period.
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Activities covered under the scorecard include human resource
development, employment equity, migrant labor, mine community and rural
development, housing and living conditions, procurement, ownership and joint
ventures, beneficiation and finally reporting.
U.S. INVESTMENT COMPANY ACT OF 1940
We are not subject to registration as an "investment company" within
the meaning of the U.S. Investment Company Act of 1940, or the 1940 Act.
Significant changes in our current structure, however, could result in us being
deemed an "investment company" and thus subject to the requirements of the 1940
Act. This could happen, for example, if the nature of our assets were to shift
more heavily toward "investment securities" or if a greater share of our
income/losses were derived from investment securities. If we became subject to
regulation as an investment company, then we would be subject to the regulatory
duties and restrictions of the 1940 Act, including profound restrictions on
board structure, transactions with affiliates, borrowing, and investment of our
assets. Unless an exclusion or safe harbor was available to us, we would have to
attempt to reduce our investment securities as a percentage of its total assets.
This reduction could be attempted in a number of ways, including the disposition
of investment securities and the acquisition of non-investment security assets.
If we were required to sell investment securities, we may be forced to sell them
sooner than we otherwise would at depressed prices with the possibility of
incurring sizable losses.
DISPOSAL OF SURFACE HOLDINGS
We have sold our last farm property in the Gauteng Province of South
Africa and now own no other property other than our corporate office premises.
LEGAL PROCEEDINGS
ROLLS-ROYCE POWER VENTURES LIMITED
On December 16, 2002, we entered into a settlement agreement with RRL,
Somisy, Rolls-Royce Power Ventures, Syama Power Sales Limited, or SYPPS, and
Operation d'Energie de Syama S.A. regarding the outstanding litigation relating
to a contract for the supply of power generating equipment to the Syama gold
mine. As a result of this agreement, all parties have withdrawn their claims.
Under this agreement, we, Somisy and RRL agreed to pay SYPPS a total amount of
$5.3 million in three installments. Syama paid an amount of $2.7 million on
December 31, 2002, with the balance to be paid in two equal installments the
first being due on December 31, 2003 and the final payment being due on December
31, 2004. Also under this agreement, we will allow Rolls-Royce Power Ventures
Limited to bid on providing power to future projects at Loulo and Tongon. The
outstanding amount bears interest at LIBOR plus 2% as determined by the terms of
the agreement. The equipment has been returned to Rolls-Royce Power Ventures
Limited.
Except as described above, we are not a party to any material legal or
arbitration proceedings, nor is any of our property the subject of pending
material legal proceedings.
MARKETING
The majority of our profits are derived from the sale of gold produced
by RRL through Morila Limited at the Morila mine. Gold produced at the Morila
mine is sold, in the form of dore, under an agreement to an international bank,
which in turn uses an accredited refinery to refine the dore and produce
monetary bars. Under the agreement, RRL receives the ruling gold price on the
day after dispatch, less refining and freight costs, for the gold content of the
dore gold. RRL has only one customer with whom it has an agreement to purchase
all of its gold production. This "customer" is chosen annually on a tender basis
from a selected pool of accredited refineries and international banks to ensure
competitive refining and freight costs. Unlike other precious metal producers,
gold mines do not compete to sell their product given that the price is not
controlled by the producers. We provide additional information about the gold
market in Item 5.D - "Trend Information - Gold Market".
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C. PROPERTY, PLANTS AND EQUIPMENT
For a discussion of our principal properties, including mining rights
and permits, see Items 4.A and 4.B. RRL has all material legal rights necessary
to entitle it to exploit such deposits in respect of Syama in Mali to March 2019
and in respect of the Morila mine in Mali to April 2022.
In South Africa we own approximately 1.6 million hectares of mineral
rights of which approximately 75% are currently being explored by several joint
ventures in which we participate. The Bill which was passed by the South African
Parliament in June 2002 will vest the right to prospect and mine these minerals
in the State with no right of compensation to us. Although there is a
transitional period during which we will be given the exclusive opportunity to
acquire prospecting and mining rights over our current holdings, subject to us
meeting certain requirements still to be legislated, the long-term effect will
be that we shall lose the right to trade, prospect or mine those mineral rights
without permits if we do not acquire the necessary permits to continue.
The exploration permits in Tanzania, Cote d'Ivoire, Mali and Senegal
give RRL the exclusive right for a fixed time period, which is open to renewal,
to prospect on the permit area.
Once a discovery is made, RRL, as the permit holder, then commences
negotiations with the respective governments as to the terms of the exploration
or mining concession. Depending on the country, some of the terms are more open
to negotiation than others, but the critical areas which can be agreed to are
the government's interest in the mine, taxation rates, repatriation of profits
and the employment of expatriates and local labor.
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ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Statements in this Annual Report concerning our business outlook or
future economic performance, anticipated revenues, expenses or other financial
items, and statements concerning assumptions made or expectations as to any
future events, conditions, performance or other matters, are "forward-looking
statements" as that term is defined under the United States Federal Securities
Laws. Forward-looking statements are subject to risks, uncertainties and other
factors which could cause actual results to differ materially from those stated
in such statements. Factors that could cause or contribute to such differences
include, but are not limited to, those set forth under "Risk Factors" in this
Annual Report as well as those discussed elsewhere in this Annual Report and in
our other filings with the Securities and Exchange Commission.
GENERAL
CHANGE IN ACCOUNTING POLICY
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
During the 2001 fiscal year, we adopted Statement of Financial
Accounting Standard 133 ("FAS 133"): Accounting for Derivative Instruments and
Hedging Activities, effective January 1, 2001.
Previously gains and losses on derivative instruments, which
effectively established minimum prices for designated future production were
recognized in revenue when the planned production was delivered. Previously, if
an instrument regarded as a hedge was sold, extinguished or terminated prior to
delivery of the planned production, losses were recognized at the date of sale
of closure, and any gains were deferred until the original designated delivery
date. Derivatives which were not designated to future production were accounted
for on a mark-to-market basis and the associated gains and losses were
immediately recognized in income.
Under FAS 133, all derivatives are recognized on the balance sheet at
their fair value, unless they meet the criteria for the normal purchases normal
sales exemption.
On the date a derivative contract is entered into, we designate the
derivative for accounting purposes as (1) a hedge of the fair value of a
recognized asset or liability (fair value hedge), (2) a hedge of a forecasted
transaction (cash flow hedge) or (3) a hedge of a net investment in a foreign
entity. Certain derivative transactions, while providing effective economic
hedges under our risk management policies, do not qualify for hedge accounting.
Changes in the fair value of a derivative that is highly effective, and
that is designated and qualifies as a cash flow hedge, are recognized directly
in other comprehensive income. Amounts deferred in other comprehensive income
are included in the income statement in the same periods during which the hedge
firm commitment or forecasted transaction affects net profit or loss.
Changes in the fair value of a derivative that is highly effective, and
that is designated and qualifies as a fair value hedge, are recognized in
earnings, along with the change in fair value of the hedged asset or liability
that is attributable to the hedged risk.
Changes in the fair value of derivatives that do not qualify for hedge
accounting are recognized in the income statement.
We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objective and strategy for
undertaking various hedge transactions. This process includes linking
derivatives designed as hedges to specific assets and liabilities or to specific
firm commitments for forecasted transactions. We formally assess, both at the
hedge inception and on an ongoing basis, whether the derivatives that are used
in hedging transactions are highly effective in offsetting changes in fair
values or cash flows of hedged items.
With the adoption of FAS 133 on January 1, 2001, certain of our
derivatives qualified for cash flow hedge accounting resulting in a net of tax,
cumulative effect of change in accounting principle adjustment of $1.5 million,
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net of minority shareholders interest, recorded in other comprehensive income.
The cumulative effect was that we were required to record the fair value of
those derivative instruments on the balance sheet, which previously qualified
for hedge accounting and were not recorded on the balance sheet.
EQUITY METHOD ACCOUNTING
In fiscal 2001, we adopted EITF Issue 00-01 "Investor Balance Sheet and
Income Statement Display under the Equity Method for Investments in Certain
Partnerships and Other Ventures" in accounting for RRL's interest in Morila
Limited. EITF 00-01 requires that investments in incorporated joint ventures be
accounted for using the equity method of accounting. Previously, we had followed
the long-standing practice in the extractive industry of accounting for
incorporated joint ventures using the proportionate consolidation method. Upon
adoption of EITF 00-01, we were required to restate all comparative financial
information for the period ended December 31, 2000 presented in this Annual
Report, to reflect the equity method of accounting. Under the proportionate
consolidation method, our proportionate share of Morila Limited's assets,
liabilities, income, expenses and cash flows were incorporated under the
appropriate captions in our consolidated financial statements. Under the equity
method of accounting, we account for our interest in Morila Limited's net income
as a separate line item in our statement of operations. In our balance sheet, we
reflect as an investment our share of Morila Limited's net assets. While this
results in significantly different presentation to that reflected under the
proportionate consolidation method, it has no impact on our net income or net
assets.
INVESTMENT IN RRL
In July 2002, RRL completed an initial public offering of 5,000,000
ordinary shares, including American Depositary Shares, or ADSs, resulting in
gross proceeds to RRL of $32.5 million. The proceeds were used by RRL mainly to
repay its syndicated term loan and revolving credit facility, which were repaid
in full in November 2002. The initial public offering resulted in our investment
in RRL being reduced from 59% to 48%, and subsequent to this date, we account
for our investment in RRL pursuant to the equity method, under which our share
of the net assets of RRL is recorded as a single line item, "Investment in
associate" on our consolidated balance sheet and our share of RRL's net income
is recorded as a single line item in the statement of operations, "equity income
of associate".
IMPACT OF MALIAN ECONOMIC AND POLITICAL ENVIRONMENT
RRL's current significant operation is located in Mali and is therefore
subject to various economic, fiscal, monetary and political policies and factors
that affect companies operating in Mali.
Mali is one of the poorest nations in the world, suffering from poor
infrastructure, a lack of sophisticated financial and capital markets and a
paucity of foreign investments. It is still largely dependent on the former
colonial power France to assist in balancing its budget deficit. France
maintains strong economic and cultural ties with Mali. The impact of these
factors is that operating in Mali can be significantly more difficult than
operating in countries with established and sophisticated political, financial
and economic systems and where transport, telecommunication and supply lines are
well established and logistically proven.
IMPACT OF FAVORABLE TAX TREATIES
RRL is a Jersey, Channel Islands incorporated company and is not
subject to income taxes in Jersey.
In Mali, Morila SA is subject to a five year tax exemption which
expires on November 1, 2005. Once the tax exemption expires, Morila SA will be
taxed at the greater of 35% of taxable income or 0.75% of gross revenue. Somisy
is taxed at the greater of 35% of taxable income or 0.75% of gross revenue.
IMPACT OF SALE OF 50% OF INTEREST IN MORILA LIMITED
During July 2000, RRL sold 50% of its interest in Morila Limited to
AngloGold for $132 million. The cash received from the disposal enabled RRL to
restructure its balance sheet and repay some of its loans. Morila Limited owns
80% of Morila SA, which owns the Morila mine.
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The impact of the disposal is that RRL now only shares in 40% of the
profits of Morila SA and has a joint venture partner who will share the cost of
funding any further Morila expansion projects. Furthermore, as from the date of
the sale, Morila SA is accounted for under the equity method.
IMPACT OF DISCONTINUATION OF OPERATIONS AT SYAMA
In January 2001, RRL announced the suspension of mining operations at
Syama due to its continued losses caused by falling gold prices and power
problems. The power problems resulted from the failure of Rolls-Royce to
successfully commission their power plant, which severely limited the operations
throughput and resulted in a shortfall from planned gold production. Up to the
end of December 2001, Syama continued to process stockpiled ore and realized
revenues of $16.7 million and recorded a net loss of US$ 7.5 million.
The two Allen 5012 units which were supplied by Rolls-Royce would have
supplied 11 megawatts, or 60%, of the 18 megawatts necessary to run the
operations of the mine. RRL obtained these two units to replace 11 other units
which were no longer operational and to supplement the power being supplied by 8
additional units already operating at the mine. The two Allen 5012 units were
large, low revving machines which were specifically suited to ensure a reliable
base load to the operations of the mine. The failure of just one of these Allen
5012 units would have an adverse effect on the operations ability to restart
following a shut down of operations as the full 18 megawatts of power were
required to restart the operations.
The Syama life of mine plan was based on annual gold production of
265,000 ounces for eight years, a sales price of $325 per ounce and cash costs
of $220 per ounce. In 2000, with the delayed commissioning and inconsistent
supply of power, the mine was unable to achieve a steady state process rate,
resulting in gold production of 168,812 ounces, cash costs of $337 per ounce and
a sales price of $283 per ounce. For the nine months ended December 31, 1999,
gold produced was 126,808 ounces, and the average realized sales price of $275
per ounce was achieved with cash costs of $348 per ounce. Given the prevailing
gold price, the mine did not achieve a level of return sufficient to absorb its
operating costs, RRL's projected levels of production were significantly lower,
and its projected costs were significantly higher, than the amounts projected in
its mining plan.
In addition, Rolls-Royce was not prepared to supply alternative power
due to the late delivery of their Allen 5012 supply since they were not
contractually obliged to do so until the engines had been commissioned.
RRL was also aware of the increasing hardness of the ore with depth,
which made the timely supply of reliable power even more critical to the
successful achievement of the life of mine plan. During the Rolls-Royce power
trials, plant availability was severely impaired as a result of the frequent
power outages affecting the entire plant, which also resulted in equipment motor
damage. When it became apparent to RRL's management that the decision to
contract Rolls-Royce power did not resolve Syama's power issues, it rescinded
its agreement with Rolls-Royce. The number 1 Allen engine was never commissioned
and failed during its trial in April 2001.
All gold production activities have now ceased and Syama has been place
on a care and maintenance program. RRL also substantially closed out the Syama
hedge book in May 2001, and used the proceeds, together with other funds, to
repay a loan from the International Finance Corporation. This loan repayment
will reduce RRL's interest expense in future years.
The discontinuation of the Syama operation required RRL to incur
retrenchment costs in terminating the workforce and write-down the remaining
mine assets to their salvage value. The discontinuance also frees up some cash
resources which would have been invested in capital expenditure projects at
Syama, and in funding its cash operating losses, which can now be utilized for
other projects.
While ore yields at Syama during the year 2000 were in line with
expectations, plant yields were not, mainly due to the failure of the mine to
achieve a steady state process rate without a reliable power supply. This fact,
coupled with the depressed price of gold and continued losses prompted RRL's
management to recommend the cessation of mining operations while continuing to
process economic ore stockpiles. RRL's management considered several options to
support the continuation of operations at the mine all of which proved
uneconomical at the then prevailing gold price.
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REVENUES
Currently the majority of our revenues are comprised of our share of
the profits of our associated company, RRL, which are derived from the Morila
mine. Prior to RRL being accounted for as an associate and the discontinuation
of operations at Syama , substantially all of our revenues were derived from the
sale of gold. As a result, our operating results are directly related to the
price of gold. Historically, the price of gold has fluctuated widely. The gold
price is affected by numerous factors over which we have no control.
RRL follows a hedging strategy, the aim of which is to secure a floor
price which is sufficient to protect it in periods of capital expenditure and
debt finance, while at the same time allowing significant exposure to the spot
gold price. It has made use of hedging arrangements in two instances. In terms
of both the Syama and Morila loans, RRL was required to hedge fifty percent of
Syama's first three years of production and approximately 36% of Morila's first
five years of production.
The fact that RRL is now being accounted for under the equity method of
accounting, will result in us not reporting our revenues from gold sales
separately in the future, but as part of a single, equity income line item in
our statement of operations.
Significant changes in the price of gold over a sustained period of
time may lead to increases or decreases in the production from RRL operations,
which could have a material adverse impact on our share of associates income.
OUR REALIZED GOLD PRICE
The following table sets out the average, the high and the low
afternoon London Bullion Market fixing price of gold and our average U.S. dollar
realized gold price per ounce during the three years ended December 31, 2002,
2001 and 2000:
YEAR ENDED DECEMBER 31,
------------------------------
2002 2001 2000
--------- -------- --------
($/oz)
Average........................ 310 271 279
High........................... 349 293 313
Low............................ 278 256 264
Average realized gold price(1). 308 268 283
(1) Our average realized gold price differs from the average gold price as
a result of different realized prices achieved on the Morila and Syama
hedge books.
COSTS
We have calculated total cash costs per ounce by dividing total cash
costs, as determined using the Gold Institute industry standard, by gold ounces
produced for all periods presented. The Gold Institute is a non-profit
international association of miners, refiners, bullion suppliers and
manufacturers of gold products, which has developed a uniform format for
reporting production costs on a per ounce basis. The standard was first adopted
in 1996 and revised in November 1999. Total cash costs, as defined in the Gold
Institute standard, include mine production, transport and refinery costs,
general and administrative costs, movement in production inventories and ore
stockpiles, transfers to and from deferred stripping and royalties. We have
calculated total cash costs on a consistent basis for all periods presented.
Total cash costs per ounce should not be considered by investors as an
alternative to operating profit or net profit attributable to shareholders, as
an alternative to U.S. GAAP measures or as an indicator of our performance.
While the Gold Institute has provided a definition for the calculation of total
cash costs per ounce, the calculation of total cash costs per ounce may vary
from company to company and may not be comparable to other similarly titled
measures of other companies. However, we believe that total cash costs per ounce
is a useful indicator to investors and management of a mining company's
performance as it provides:
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o an indication of a company's profitability and efficiency;
o the trends in costs as the company's operations mature;
o a measure of a company's gross margin per ounce, by comparison of total
cash costs per ounce to the spot price of gold; and
o an internal benchmark of performance to allow for comparison against
other companies.
Total cash cost includes deferred stripping movements. The costs of
waste stripping in excess of the expected pit life average stripping ratio are
deferred, and charged to production when the actual ratio (which is calculated
as the ratio of waste tonnes mined to ore tonnes mined for the period) is below
the expected average ratio. Expected pit life average stripping ratios are
recalculated annually in light of additional knowledge and changes in estimates.
These ratios are calculated as the ratio of the total of waste tonnes deferred
at the calculation date and future anticipated waste to be mined, to anticipated
future ore to be mined. Changes in the mine plan, which will include changes in
future ore and waste tons mined, will therefore result in a change of the
expected pit life average stripping ratio, which will impact prospectively on
amounts deferred or written back. If the expected pit life average stripping
ratio is revised upwards, relatively lower stripping costs will in the future be
deferred in each period or a relatively higher amount of charges will be written
back. The opposite is true when the expected pit life average stripping ratio is
revised downwards. These changes would thus impact on earnings.
The deferred stripping calculation intends to match, over the life of
the mine, the costs of mining waste tonnes to ore tonnes mined, by applying the
expected pit life average stripping ratio. Consequently, a reduction in the
actual strip ratio towards the later years of the mine's life following from a
decrease in waste to be mined, would not result in a similar decrease in total
cash costs as stripping costs which had previously been deferred will not be
charged to total cash costs. The reduction of yields associated with ore
produced in these later years will, however, result in reduced margins.
A. RESULTS OF OPERATIONS
Our operating and financial review and prospects should be read in
conjunction with our financial statements, accompanying notes thereto, and other
financial information appearing elsewhere in this Annual Report.
YEARS ENDED DECEMBER 31, 2002 AND 2001
GENERAL
The net profit for the year ended December 31, 2002, amounted to $27.5
million compared to a $0.4 million loss for the year ended December 31, 2001.
Net income in the year ended December 31, 2002, included equity income of RRL
for the last 6 months of fiscal 2002 of $25.4 million and equity income of
Morila Limited for the first six months of the fiscal year of $18.3 million, the
period during which RRL was consolidated as a subsidiary.
REVENUES
PRODUCT SALES
We had no product sales for fiscal 2002, due to the suspension of
operations at Syama during 2001 and the Morila operation being accounted for
using the equity accounting method. RRL's 75% share of gold produced at Syama
amounted to 45,715 ounces for the year ended December 31, 2001 with an average
gold price achieved of $274 per ounce.
DIVIDENDS AND INTEREST INCOME
Dividends and interest income consist primarily of interest received on
cash held at banks. Dividends and interest received decreased from $2.1 million
for the year
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ended December 31, 2001 to $0.3 million for the year ended December
31, 2002 as a result of the lower cash balances due the repayment of the
convertible bond in September 2001, as well as the non-inclusion of interest
earned on RRL's cash balances, due to equity accounting for RRL from July 1,
2002.
OTHER INCOME
Other income for the year ended December 31, 2002 of $1.2 million
consists of option fees and prospecting fees received related to our South
African portfolio of mineral rights, as well as the fees received on the loaning
of RRL and DRD shares. This compares to other income of $1.7 million for the
year ended December 31, 2001 which consisted of option fees and prospecting fees
received related to our South African portfolio of mineral rights, as well as
exchange profits on the payment of Rand denominated Syama creditors.
COSTS
TOTAL CASH COSTS
Total cash costs for Syama were $433 per ounce for the year ended
December 31, 2001.
Due to the Syama operations being placed on care and maintenance during
December 2001, no cash costs were incurred by this operation during 2002.
ROYALTIES
Royalties are paid to the Malian government at a rate of 6% of gold
sales after the deduction of selling and transportation costs. No royalties were
paid during 2002 due to the Syama operations having been placed on care and
maintenance during 2001.
GENERAL AND ADMINISTRATION
General and administration costs comprise various expenses incurred in
managing our investments and mineral rights portfolio as well as associated with
providing administration support services to RRL. These charges of $1.1 million
for the year ended December 31, 2002 decreased from $5.8 million for the year
ended December 31, 2001 primarily due to the results of RRL having been equity
accounted from July 1, 2002 and a reduction in activity related to Syama due to
Syama having been placed on care and maintenance during December 2001.
EXPLORATION AND CORPORATE EXPENDITURE
Exploration and corporate expenditure of $5.9 million in the year ended
December 31, 2002 and $9.6 million in the year ended December 31, 2001 largely
reflects activities which are focused on the defining of additional resources
and efforts to convert resource ounces into reserves. While exploration and
corporate expenditure incurred by RRL during 2002 was higher than 2001, the 2002
expenditure reflected by us is lower than that of 2001, due to the results of
RRL having been equity accounted from July 1, 2002.
DEPRECIATION AND AMORTIZATION
The total depreciation charge for the year ended December 31, 2002 was
$0.8 million compared to $2.1 million for the year ended December 31, 2001. The
2002 expenditure is lower than that of 2001, due to the results of RRL having
been equity accounted from July 1, 2002.
INTEREST EXPENSE
Interest expense for the year ended December 31, 2002 was $2.7 million
and comprised of $1.7 million on the R70 million loan from ABSA Bank and other
short terms loans and $1.0 million on the $35 million syndicated loan facility
held by RRL. This was substantially lower than the $6.1 million for the year
ended December 31, 2001, which comprised of $2.5 million interest on the $48
million bond which was repaid in September 2001, $0.6 million on the $35 million
syndicated loan and revolving credit facility, first drawn down on in September
2001, $1.0
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million on the Syama project loan as well as interest on outside
shareholder loans at Syama, and $2 million on other short term loans, including
a R70 million loan from ABSA Bank.
LOSS ON DISPOSAL OF LISTED INVESTMENTS
The loss on disposal of listed investments of $0.1 million for the year
ended December 31, 2002 relates to the sale of 1,500,000 DRD shares, as well as
DRD "B" options and ordinary shares of Western Areas compared to a loss of $1.3
million for the year ended December 31, 2001 which relates to the sale of
various listed South African mining company shares in a depressed market.
PROVISION FOR POST-RETIREMENT BENEFITS
An additional provision of $3.0 million was made for the year ended
December 31, 2001, which was in line with the latest calculation performed by
independent actuaries. No adjustment was required to this provision during the
year ended December 31, 2002.
(LOSS)/GAIN ON FINANCIAL INSTRUMENTS
The loss of $1.1 million related to the change in the mark-to-market
value between December 31, 2001 and June 30, 2002 of those Syama financial
instruments which did not qualify for hedge accounting, being the date up to
which the results of RRL were consolidated by us.
RRL had a gain on financial instruments of $7.6 million for the year
ended December 31, 2001. $1.7 million of the gain on financial instruments
related to the change in the mark-to-market, between December 31, 2000 and 2001,
for those Syama instruments that did not qualify for hedge accounting. $4.3
million of the gain related to profits generated on the close out of the balance
of the Syama hedge book which qualified for hedge accounting. The balance of
$1.4 million related to the amortization of the remaining deferred gain which
arose during May 1999 as part of the restructuring of the Syama hedge book.
The majority of Syama's hedges were closed out in 2001 at a profit of
$4.3 million and the proceeds were used to partly repay Syama's loan. Syama has
outstanding call options which have been sold at a price of $353 per ounce over
148,500 ounces in the aggregate. We have guaranteed the obligations of Syama in
respect of these hedges and would only be liable to margin calls if the gold
price exceeds $465 per ounce in the 2004 calendar year, assuming that US
interest rates, gold lease rates and gold price volatility remains constant at
current rates.
INCOME AND MINING TAX EXPENSE
South African non-mining current tax is paid on taxable income at a
rate of 30%. For the years presented, no significant mining operations were
conducted in South Africa and no non-mining taxable income arose due to losses
incurred and loss carry forwards utilized. The tax charge presented for 2001 and
2000 relates to tax on the Malian company, Somisy, which is based on the greater
of 35% of taxable income or 0.75% of gross revenue. The operating joint venture,
Morila, benefits from a five year tax holiday in Mali.
The total income tax charge in the group is disproportionate to the
effective tax rate of 30% primarily because under South African tax law, group
tax relief is not available and a net deferred tax asset, arising primarily from
our tax losses, is not recognized as such losses are not sufficiently certain to
be recovered within the foreseeable future.
EMPLOYMENT TERMINATION COSTS
This reflects retrenchment costs $1.5 million incurred at Syama during
the year ended December 31, 2001.
STOCK COMPENSATION
On January 29, 2001, 873,200 RRL options granted to various employees
at prices between $4.25 and $10.00 were cancelled and reissued at $3.30, RRL's
stock price at that date, which was lower than the grant price on
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the original grant date. These options have been accounted for in accordance
with the provisions of FIN 44 "Accounting for Certain transactions involving
stock compensation, an interpretation of APB 25", on a mark-to-market basis with
reference to the difference between the grant price and RRL's stock price, with
the difference recognized as a stock compensation expense.
The stock compensation expense of $1.8 million for the year ended
December 31, 2002 reflects the movement in RRL's stock price since the beginning
of fiscal 2002, up to the date upon which we ceased to consolidate RRL, due to
our interest in RRL dropping below 50% and RRL being accounted for as an
associate, for the repriced unexercised options.
The stock compensation expense of $1.7 million for the year ended
December 31, 2001 reflects the movement in RRL's stock price from January 29,
2001, the date of the repricing until the end of the fiscal 2001 for the
repriced options.
OTHER COSTS AND EXPENSES
Other expenses mainly comprise operational and other expenses
associated with the care and maintenance of Syama. These costs and expenses for
the year ended December 31, 2002 amounted to $1.4 million compared with $3.1
million for the year ended December 31, 2001.
EQUITY INCOME OF JOINT VENTURE
The equity income of Morila Limited has decreased to $18.3 million for
the year ended December 31, 2002, down from $32.5 million for the year ended
December 31, 2001. The significant decrease is due to the fact that Morila has
only been equity accounted for the first six months of fiscal 2002, as compared
to a full year for fiscal 2001.
Morila SA produced gold at a total cash cost of $74 per ounce against
an average realized gold price of $308 per ounce, for the year ended December
31, 2002 and $102 per ounce against an average realized gold price of $267 per
ounce for the year ending December 31, 2001. RRL's attributable share of Morila
SA's gold production was 421,126 for the year ended December 31, 2002 and
252,660 ounces for the year ended December 31, 2001. The mine commenced
production in October 2000.
EQUITY INCOME OF ASSOCIATE
Subsequent to RRL completing its initial public offering in July 2002,
our interest in RRL was diluted to 48%, and, accordingly, from that date we
account for our investment in RRL pursuant to the equity method of accounting.
Equity income of RRL, which includes the results of Morila Limited, amounted to
$25.4 million for the six months ended December 31, 2002.
MINORITY INTERESTS
The minority interest for the years ended December 31, 2002 and 2001,
represents the net of the 25% minority share of the losses in Syama, the 20%
minority share of losses on the Loulo project and the 41% for the six months
ended December 31, 2002 and the year ended December, 31 2001, respectively, of
the minority share of profits/losses of RRL consolidated. Due to equity
accounting for RRL from July 1, 2002, we no longer reflect the minority
shareholders share of RRL's results as from that date.
YEARS ENDED DECEMBER 31, 2001 AND 2000
GENERAL
The net loss for the year ended December 31, 2001, amounting to $0.4
million compared to a $5.5 million profit for the year ended December 31, 2000.
Net income in the year ended December 31, 2000, included a profit of $125
million relating to the sale of 50% of RRL's interest in Morila, offset by a
$74.6 million charge relating to the write-down of assets at Syama due to the
continued depressed gold price and power problems.
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REVENUES
PRODUCT SALES
Product sales include only the sales from Syama, as the Morila
operation has been accounted for using the equity accounting method. RRL's 75%
share of gold produced at Syama amounted to 45,715 for the year ended December
31, 2001 compared to 126,609 for the year ended December 31, 2000. The average
gold price achieved was $274 per ounce for the year ended December 31, 2001
compared to an average gold price of $288 per ounce for the year ended December
31, 2000.
The reduction in ounces is the result of the suspension of mining
operations at Syama in January 2001. This decision was taken due to the
continued losses caused by falling gold prices and power problems. Stockpiles
were treated until December 2001. All gold production activities have now ceased
and Syama has been placed on a care and maintenance program.
DIVIDENDS AND INTEREST INCOME
Dividends and interest income consist primarily of interest received on
cash held at banks. Dividends and interest received decreased from $2.5 million
for the year ended December 31, 2000 to $2.1 million for the year ended December
31, 2001 as a result of the lower average cash balance due to the repayment of
the bond at the end of September 2001.
OTHER INCOME
Other income for the year ended December 31, 2001 of $1.7 million
consists of option fees and prospecting fees received related to our South
African portfolio of mineral rights, as well as exchange profits on the payment
of Rand denominated Syama creditors. This compares to other income of $6.5
million for the year ended December 31, 2000 which consisted primarily of
exchange gains related to the Barnex loan as well as exchange gains on Syama
debt.
COSTS
TOTAL CASH COSTS
Total cash costs for Syama were $433 per ounce for the year ended
December 31, 2001 compared to total cash costs of $337 per ounce for the year
ended December 31, 2000.
The increase in the total cash cost per ounce is the combined effect of
a reduction in economies of scale, resulting from the substantial decrease in
material treated at Syama, as well as the treatment of the lower grade stockpile
ore.
ROYALTIES
Royalties are paid to the Malian government at a rate of 6% of gold
sales after the deduction of selling and transportation costs.
GENERAL AND ADMINISTRATION
General and administration costs comprise various expenses associated
with providing administration support services to Syama, as well as expenditure
incurred managing the company's other investments and mineral rights portfolio.
These charges of $5.8 million for the year ended December 31, 2001 decreased
from $6.6 million for the year ended December 31, 2000 primarily due to the
reduction in activity related to Syama.
EXPLORATION AND CORPORATE EXPENDITURE
Exploration and corporate expenditure of $9.6 million in the year ended
December 31, 2001 and $11.8 million in the year ended December 31, 2000 largely
reflects activities which are focused on the defining of
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additional resources and converting them to reserve ounces, in particular the
Loulo project and additional drilling programs on the Tongon project, as well as
ongoing exploration and new business activities. The 2001 expenditure is lower
than that of 2000, due to most of the drilling being completed in the earlier
year.
DEPRECIATION AND AMORTIZATION
The total depreciation charge for the year ended December 31, 2001 was
$2.1 million compared to $11.1 million for the year ended December 31, 2000. All
the Syama assets had been impaired in the 2000 year, resulting in the
significant reduction in the depreciation charge.
INTEREST EXPENSE
Interest expense for the year ended December 31, 2001 was $6.1 million
and was comprised of $2.5 million interest on the $48 million bond which was
repaid in September 2001, $0.6 million on the $35 million syndicated loan and
revolving credit facility, first drawn down on in September 2001, $1.0 million
on the Syama project loan as well as interest on outside shareholder loans at
Syama, and $2 million on other short term loans, including a R70 million loan
from ABSA Bank. This was substantially lower than the $16.6 million for the year
ended December 31, 2000, which included $3.6 million in respect of the $48
million convertible bonds, $9.3 million relating to the Barnex loan, $2.2
million interest on overdraft balances, and $1.5 million relating to the Syama
project loan as well as outside shareholder loans at Syama.
LOSS ON DISPOSAL OF LISTED INVESTMENTS
The loss on disposal of listed investments of $1.3 million for the year
ended December 31, 2001, compared to a loss of $3.4 million for the year ended
December 31, 2000, relates to the sale of various listed South African mining
company shares in a depressed market.
PROVISION FOR POST-RETIREMENT BENEFITS
The provision reflects an additional $3.0 million for post-retirement
medical costs obligations, which is in line with the latest calculation
performed by independent actuaries.
GAIN / (LOSS) ON FINANCIAL INSTRUMENTS
RRL had a gain on financial instruments of $7.6 million for the year
ended December 31, 2001 compared to a gain of $3.6 million for the year ended
December 31, 2000. $1.7 million of the gain on financial instruments related to
the change in the mark-to-market, between December 31, 2000 and 2001, for those
Syama instruments that did not qualify for hedge accounting. $4.3 million of the
gain related to profits generated on the close out of the balance of the Syama
hedge book which qualified for hedge accounting. The balance of $1.4 million
related to the amortization of the remaining deferred gain which arose during
May 1999 as part of the restructuring of the Syama hedge book.
The majority of Syama's hedges were closed out in 2001 at a profit of
$4.3 million and the proceeds were used to partly repay Syama's loan. Syama has
outstanding call options which have been sold at a price of $353 per ounce over
148,500 ounces in the aggregate. We have guaranteed the obligations of Syama in
respect of these hedges and would only be liable to margin calls if the gold
price exceeds $465 per ounce in the 2004 calendar year, assuming that US
interest rates, gold lease rates and gold price volatility remains constant at
current rates.
INCOME AND MINING TAX EXPENSE
South African non-mining current tax is paid on taxable income at a
rate of 30%. For the years/periods presented, no significant mining operations
were conducted in South Africa and no non-mining taxable income arose due to
losses incurred and loss carry forwards utilized. The tax charge for all the
periods presented relates to tax on the Malian company, Somisy, which is based
on the greater of 35% of taxable income or 0.75% of gross revenue. The operating
joint venture, Morila Limited, benefits from a five year tax holiday in Mali.
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The total income tax charge in the group is disproportionate to the
effective tax rate of 30% primarily because under South African tax law group
tax relief is not available and a net deferred tax asset, arising primarily from
our tax losses, is not recognized as such losses are not sufficiently certain to
be recovered within the foreseeable future.
EMPLOYMENT TERMINATION COSTS
This reflects retrenchment costs of $1.5 million incurred at Syama
during the year ended December 31, 2001.
STOCK COMPENSATION
On January 29, 2001, 873,200 RRL options granted to various employees
at prices between $4.25 and $10.00 were cancelled and reissued at $3.30, RRL's
stock price at that date, which was lower than the grant price on the original
grant date. These options have been accounted for in accordance with the
provisions of FIN 44 "Accounting for Certain transactions involving stock
compensation, an interpretation of APB 25", on a mark-to-market basis with
reference to the difference between the grant price and RRL's stock price, with
the difference recognized as a stock compensation expense.
The stock compensation expense of $1.7 million for the year ended
December 31, 2001, compared to nil for the year ended December 31, 2000,
reflects the movement in RRL's stock price from January 29, 2001, the date of
the repricing until the end of the fiscal 2001 for the repriced options.
OTHER COSTS AND EXPENSES
Other expenses of $3.1 million for the year ended December 31, 2001
mainly comprise operational and other expenses associated with the care and
maintenance of Syama. Other expenses for the year ended December 31, 2000 of
$1.6 million consisted primarily of costs related to an attempted restructuring
of our structure.
EQUITY INCOME OF JOINT VENTURE
The equity income of Morila Limited has increased to $32.5 million for
the year ended December 31, 2001, up from $7.9 million for the year ended
December 31, 2000. The significant increase is due to the fact that the Morila
mine only commenced production in October 2000, and the year ended December 31,
2001, was the first full year of production.
Morila SA produced gold at a total cash cost of $102 per ounce against
an average realized gold price of $267 per ounce, for the year ended December
31, 2001 and $88 per ounce against an average realized gold price of $268 per
ounce for the year ending December 31, 2000. RRL's attributable share of Morila
SA's gold production was 252,660 for the year ended December 31, and 56,646
ounces for the year ended December 31, 2000. The mine commenced production in
October 2000.
MINORITY INTERESTS
The minority interest for the years ended December 31, 2001 and 2000,
represents the net of the 25% minority share of the losses in Syama, the 20%
minority share of losses on the Loulo project and the 41% and 38% for December,
31 2001, December 31, 2000, respectively, of the minority share of
profits/losses of RRL consolidated.
B. LIQUIDITY AND CAPITAL RESOURCES
CASH RESOURCES
OPERATIONS
Net cash utilized in operations was $9.6 million for the year ended
December 31, 2002 as compared to net cash utilized of $27.7 million for the year
ended December 31, 2001. The reduction of $18.1 million resulted mainly from a
decrease in cash losses at Syama following the placing of the operation on care
and maintenance during December 2001, a reduction in exploration and corporate
expenditure, due to the results of RRL having been equity accounted from July 1,
2002, and lower interest payments resulting from a reduction in debt levels.
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Net cash utilized in operations was $27.7 million for the year ended
December 31, 2001 as compared to net cash utilized of $35.1 million for the year
ended December 31, 2000. The reduction of $7.4 million resulted from a decrease
in cash losses at Syama, a reduction in exploration and corporate expenditure,
lower interest payments following the repayment of the $48 million bond and the
Barnex facility, a decrease in receivables as a result of decreases in taxation
debtors, fuel and gold sales debtors, and the reduction of accounts payable at
Syama.
INVESTING
Net cash provided by investing activities was $11.7 million in fiscal
2002 as compared to net cash provided of $21.7 million in fiscal 2000. Net cash
provided by investing activities in 2002 included dividends received from Morila
of $9.4 million as well as the proceeds from the sale of listed investment of
$5.4 million, partially offset by the elimination from the balance sheet of cash
of $3.0 million held by RRL on becoming an associate.
Net cash provided by investing activities was $21.7 million in fiscal
2001 as compared to net cash generated of $106.4 million in fiscal 2000. Net
cash generated in fiscal 2001 included a dividend of $6.4 million received from
Morila, as well as a $15.7 million repayment of interim funding which had been
provided to Morila during its construction phase. Cash generated in fiscal 2000
included proceeds from the sale of 50% of RRL's portion of Morila Limited,
amounting to $132 million.
FINANCING
Net cash utilized in financing activities in fiscal 2002 was $4.4
million as compared to $51.3 million utilized in fiscal 2001. The decrease in
cash utilized is the result of higher cash outflows in fiscal 2001 associated
with the outside shareholders portion of the share buyback concluded by RRL
during September 2001, the repayment of the $48 million bond and the $15 million
Syama project loan, which were offset by RRL raising $33.0 million by way of a
syndicated loan and revolving credit facility and us obtaining a short term loan
of $6 million from ABSA. During fiscal 2002 financing activities comprised the
exercise of employee stock options of $2.1 million and the repayment of $2.1
million of RRL's syndicated loan prior to it becoming an associate, and the
repayment of $4.7 million of the ABSA short term loan.
Net cash utilized in financing activities in fiscal 2001 was $51.3
million as compared to $22.7 million utilized in fiscal 2000. The increase in
cash utilized was primarily due to outflows associated with the outside
shareholders portion of the share buyback concluded by RRL during September
2001, the repayment of the $48 million bond and the $15 million Syama project
loan, which were offset by RRL raising $33.0 million by way of a syndicated loan
and revolving credit facility and us obtaining a short term loan of $6 million
from ABSA.
ENVIRONMENTAL LIABILITIES
RRL's liabilities for environmental rehabilitation relate to the Syama
and Morila mines in Mali. Currently, limited environmental rehabilitation
regulations exist in Mali. RRL has adopted a rehabilitation program following
World Bank guidelines, which require an environmental management plan, an annual
environmental report, a closure plan, an up-to-date register of plans of the
facility, preservation of public safety on closure, carrying out rehabilitation
works and ensuring sufficient funds exist for the closure works.
All of the above requirements are in place for RRL's operations.
Syama's provision for closure is based on estimates, less actual expenditure to
date. Morila's provision is based on estimates.
All of the process plant (in-plant) toxic substances have been consumed
in the circuit and their storage vessels have been cleaned. The Morila mine,
operated by RRL's joint venture partner, AngloGold, employs safety protocols in
the handling of all toxic substances.
In the case of cyanide, it currently operates under the International
Cyanide Management Code for the transport and use of cyanide in the production
of gold. This is a voluntary code developed by an industry steering committee
under the auspices of the United Nations Environment Program and the
International Council on Metals and the Environment.
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Syama's closure plan entails the rehabilitation of the mining
infrastructure (open pits, waste rock stacks, process plant, workshops, stores
and tailings storage facility) as well as ensuring the closure of operations is
done in a manner which preserves public safety. The rehabilitation work consists
mainly of:
o ensuring no inadvertent access is gained to the open pits by placing
safety berms around the perimeter of the pits;
o reshaping of the side slopes of the waste rock stacks, where necessary
and vegetation of the top and sides of the waste rock stacks;
o vegetation of the top and sides of the tailings storage facility and
ensuring the facility has an established fail safe point, below the main dam
wall height, to preserve the integrity of the facility;
o dismantling of the process plant to ground level, workshops and stores
facilities and the vegetation of these sites;
o monitoring of the groundwater boreholes and taking remedial action,
where necessary, should the concentration of pollutants exceed reasonable
levels, until the pollution effect diminishes to an acceptable level; and
o establishing programs for the local community to facilitate the
community's return to those activities they pursued prior to the mine's
establishment. The establishment of water storage dams and gardens for farm
projects are key to this work.
RRL is required to monitor the facilities at the Syama mine until it
can ensure the preservation of public safety. A "reasonable level" of pollution
is a level where groundwater and surface water contamination does not impact on
downstream fitness for use by aquatic life, livestock, and domestic consumption.
Syama's monitoring program is designed to conform with World Bank
quality guidelines, as defined in the World Bank Pollution Abatement Handbook,
and World Bank guidelines for open pit mining. Under these guidelines, RRL will
monitor for potential contamination until it is capable of establishing a
discernable long-term trend. Typically, this requires monitoring for a period of
three to five years.
The nearest groundwater user to the Syama mine is outside of the zone
of impact of the contamination. No heavy metal contamination exists. Syama's
groundwater emerges on surface downstream of the Tailings Storage Facility, or
TSF, and is treated within the containment dam prior to discharge. Currently,
surface water dilution has the greatest impact in minimizing the contamination
effect.
Syama is currently planting trees downstream of its TSF to aspirate
groundwater to reduce potential contamination. Should RRL decide to permanently
close Syama, it would vegetate the surface of the TSF and plough the soil to
prevent water movement on the surface, as well as complete the geotechnical
closure report.
While the total rehabilitation costs to be incurred in the future is
uncertain, RRL has estimated that the total future costs, in current monetary
terms, will be approximately $2.6 million for Syama and $8.4 million for Morila.
The cost is accrued and expensed over the operating life of the mines, on the
basis of RRL's stated policy of the net present value of future rehabilitation
costs estimates which are recognized and provided for in the financial
statements and capitalized to mining assets on initial recognition. The present
value of additional environmental disturbances created is capitalized to mining
assets against an increase in rehabilitation provision.
RRL has entered into a heads of agreement with Resolute giving Resolute
a 12 month option to acquire RRL's entire interest in its wholly-owned
subsidiary, RRL Somisy, for $6 million, plus a quarterly royalty payment based
on the gold price. RRL Somisy owns 80% of Somisy which owns the Syama mine.
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CREDIT AND LOAN FACILITIES
In September 2001, RRL entered into a $25 million syndicated term
facility and a $10 million revolving credit facility from a consortium of
financial lenders led by NM Rothschild & Son Limited, or NM Rothschild, to
assist with the mandatory share repurchase program and to provide working
capital. The loan was repaid in full out of the proceeds of RRL's public
offering and with working capital in November 2002. The term loan was required
to be repaid in quarterly installments over four years, with the first payment
made on January 31, 2002.
In 2002, RRL negotiated but did not implement a new revolving $20
million credit facility for general working capital and acquisition purposes
with the same consortium of lenders. In view of the significant cash being
generated by RRL's operations, the revolving credit facility was never used and
the facility was cancelled in April 2003.
Also in September 2001, a R70 million (US$ 5.8 million), one year loan
was obtained from ABSA bank. The loan bore interest at the South African prime
overdraft rate ("prime") for an initial six month period which ended on March
28, 2002 and at prime plus two percent for the six months thereafter. During the
2002 fiscal year the terms of the agreement were renegotiated. The period of the
loan was extended to 30 September 2003 and the interest rate changed to the
prime rate for the full period of the loan. In March 2002, R30 million ($2.9
million) of the capital amount of the loan was repaid. This was funded by the
sale of 1.5 million ordinary shares of DRD. In September 2002, a further
R10 million ($1 million) was repaid, leaving an outstanding balance of R30
million ($3.5 million), collaterized by 7,360,000 RRL shares, at the end of the
2002 fiscal year. In March 2003, we repaid an additional R10 million ($1.2
million) on the loan, and the balance of R20 million ($2.3 million) was settled
at the end of June 2003. The March 2003 repayment was funded from the proceeds
of employee share options exercised. The final settlement in June 2003 was paid
from the proceeds of the sale of 1 million of RRL shares.
On April 7, 2000, RRL concluded a $90 million loan with a consortium of
financial lenders led by NM Rothschild for the development of Morila. This loan
is referred to as the Morila Loan. The loan bears interest at U.S. three month
LIBOR plus 2% per annum. At December 31, 2002, the interest rate on this loan
was 3.90%. The loan will be repaid over 5 years with the first payment having
been made on June 30, 2001, and is collateralized by the assets of Morila. Also,
RRL have pledged its interest in Morila Limited and related assets and the
Morila joint venture has pledged its interest in Morila and related assets to
secure Morila's obligations under the Morila Loan Agreement. In addition to the
periodic payments of principal, Morila is required to make interest payments at
periodic intervals.
The agreement with respect to the Morila Loan, or the Morila Loan
Agreement, contains covenants and conditions including restrictions on the
conduct of RRL's business activities and business activities of the Morila joint
venture and Morila, the maintenance of minimum net worth and debt coverage
ratios, and RRL's ability, and the ability of its subsidiaries and Morila and
the Morila joint venture, to incur debt. Morila is in compliance with these
covenants and conditions.
Further, the Morila Loan Agreement places restrictions on Morila's
ability to make or commit to make capital expenditures, or acquire assets. The
Morila Loan Agreement also places restrictions on RRL's ability and the ability
of the Morila joint venture and Morila, to enter into some types of business
combinations, dispose of assets, or enter into certain transactions with each
other.
The Morila Loan Agreement restricts Morila's ability to pay management
or similar fees or to declare, pay or make any distribution on any shares of any
class of its capital stock, other ownership interests, or other rights with
respect to any shares of any class of its capital stock. These payments may only
be made, subject to the satisfaction of financial conditions contained in the
Morila Loan Agreement, on a quarterly basis.
Furthermore, the Morila Loan Agreement places significant restrictions
on Morila's ability to purchase, redeem or retire shares of any class of its
capital stock, other ownership interests or other rights with respect to any
shares of any class of its capital stock and on Morila ability to repay or
otherwise decease or discharge debt which it owes to any affiliate.
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RRL's attributable share of the Morila Loan at December 31, 2002
amounted to $14.5 million. It is non-recourse to RRL.
During the year ended December 31, 2000, Morila entered into a finance
lease for five Rolls-Royce generators under the terms of a Deferred Terms
Agreement between us and Rolls-Royce. The lease is repayable over ten years
commencing April 1, 2000 and bears interest at a variable rate of approximately
15.54% as of December 31, 2002. RRL's attributable share of this finance lease
amounted to $7.6 million at December 31, 2002. Together with AngloGold, RRL have
guaranteed the repayment of the lease.
Somisy and Randgold Resources Mali SARL, have a Communaute Financiere
Africaine franc denominated, uncollateralized overdraft facility of
approximately $1.2 million with Banque de Developpement du Mali bearing interest
at a fixed interest rate of 10.25% per annum. The full facility was utilized at
December 31, 2002.
Somilo has an uncollateralized $0.8 million loan with the Bureau de
Recherches Geologiques et Minieres, originating from the purchase of BHP
Minerals Mali in 1996, which bears interest at the base rate of the Central Bank
of Western African States rate plus 2% per annum, which is being deferred. The
loan is repayable from cash flows of the Loulo mine after repayment of all other
loans. At December 31, 2002, the interest rate on this loan was 7%.
On August 28, 2002, the Syama hedge transactions were closed through a
cancellation agreement with NM Rothschild. On that date, RRL agreed to buy gold
call options to offset existing positions with NM Rothschild comprised of
148,500 ounces at $353/ounce at a cost of $1,805,760. In lieu of the existing
premium, NM Rothschild agreed to lend RRL that amount on a pre-agreed payment
schedule requiring RRL to repay the loan monthly through the 2004 fiscal year.
This loan bears interest at the relevant interbank rate plus 3%, which equates
to an average rate of 4.37%.
Morila also has a finance lease with Air Liquide relating to three
oxygen generating units. The lease is payable over 10 years commencing December
1, 2000 and bears interest at a variable rate which at December 31, 2002 stood
at approximately 17%.
Somilo also has a $0.4 million loan from the Government of Mali. This
loan is uncollateralized and bears interest at the base rate of the Central Bank
of West African States plus 2% per annum. This loan is repayable from cash flows
of the Loulo mine after the repayment of all other loans. At December 31, 2002,
the interest rate on this loan was 7%.
CAPITAL EXPENDITURES
Capital expenditure for the year ended December 31, 2002 amounted to $
0.2 million, substantially all of which was spent on vehicles and office
equipment. This was funded from internal cash resources.
Capital expenditure for the year ended December 31, 2001 amounted to
$4.9 million, substantially all of which was spent on the Syama power station.
This was funded from internal cash resources.
The capital expenditure for the year ended December 31, 2000 amounted
to $12.3 million, substantially all of which related to Morila. The expenditure
was funded from the Morila Loan.
Other than RRL's 40% portion of the $ 12.9 million of capital planned
to be spent at the Morila mine during 2003, no other significant capital
expenditures are currently planned for the twelve months ending December 31,
2003. This may change based upon the results of the feasibility studies
undertaken on the Loulo and Tongon projects. However, no firm indication of the
amounts involved is available at this stage.
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CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
CONTRACTUAL OBLIGATIONS ON BALANCE SHEET
Our contractual obligations and commercial commitments consist
primarily of credit facilities, as described above. The related obligations as
at December 31, 2002 are set out below:
PAYMENTS DUE AND AMOUNT OF COMMITMENT BY EXPIRATION PERIOD
TOTAL 1 YEAR 1 - 5 YEARS AFTER 5 YEARS
---------- ---------- ----------- -------------
(Dollars in thousands)
CONTRACTUAL OBLIGATIONS
- ----------------------------
Short-term borrowings ...... 3,615 3,615 - -
TOTAL CONTRACTUAL CASH
OBLIGATIONS ............... 3,615 3,615 - -
CONTRACTUAL OBLIGATIONS OFF THE BALANCE SHEET
During July 2002, our equity interest in RRL decreased from 59% to 48%,
as a result of RRL's initial public offering of 5,000,000 of its ordinary
shares. Subsequent to this initial public offering by RRL, we accounted for our
interest in RRL using the equity method, under which our share of the net assets
of RRL is recorded as a single line item, "Investment in associate" on our
consolidated balance sheet. Accordingly, our consolidated balance sheet does not
reflect any obligations that RRL has to third parties. We expect that RRL will
generate sufficient cash flows from its operations to meet these obligations.
RRL's contractual obligations and commercial commitments consist primarily of
credit facilities, as described above. The related obligations as at December
31, 2002 are set out below:
TOTAL 1 YEAR 1 - 5 YEARS AFTER 5 YEARS
---------- ---------- ----------- -------------
(Dollars in thousands)
CONTRACTUAL OBLIGATIONS
- -----------------------------
Long-term debt .............. 8,663 10,366 833 19,862
Short-term borrowings ....... 12,008 - - 12,008
Capital lease obligations.... 1,063 5,448 2,660 9,171
Unconditional purchase
obligations............... 794 - - 794
TOTAL CONTRACTUAL CASH
OBLIGATIONS ............. 22,528 15,814 3,493 41,835
OTHER LONG-TERM OBLIGATIONS . 2,632 7,530 2,340 12,502
WORKING CAPITAL
Management believes that our working capital resources generated
through internal sources, the sale of investments and banking facilities, are
sufficient to fund our currently foreseeable future business requirements.
CRITICAL ACCOUNTING POLICIES
Our critical accounting policies are more fully described in note 2 to
our consolidated financial statements. Some of our accounting policies require
the application of significant judgment by management in selecting the
appropriate assumptions for calculating financial estimates. By their nature,
these judgments are subject to an inherent degree of uncertainty and are based
on our historical experience, terms of existing contracts, management's view on
trends in the gold mining industry and information from outside sources.
Management believes the following critical accounting policies, among
others, affect its more significant judgments and estimates used in the
preparation of our consolidated financial statements and could potentially
impact our financial results and future financial performance.
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ACCOUNTING FOR ASSOCIATES
We account for our investment in RRL under the equity method, as we
exercise significant influence over the financial and operating policies of RRL.
Should our investment in RRL decrease in subsequent periods to a level at which
we are unable to exercise significant influence over the financial and operating
policies of RRL, or our appointees to the RRL board be replaced, we will be
unable to apply the equity method of accounting for our investment in RRL. We
will then be required to account for our investment in RRL by reference to the
fair value of RRL, with changes in the fair value of RRL reflected in either
income or comprehensive income, dependant upon our designation of our investment
in RRL as a trading security or an available-for-sale investment.
DEFERRED TAXATION
When determining deferred taxation, management makes estimates as to
the future recoverability of deferred tax assets. If management determines that
a deferred tax asset will not be realized, a valuation allowance is recorded for
that portion of the deferred tax asset which is not considered more likely than
not recoverable. These determinations are based on the projected realization of
tax allowances and tax losses. In the event that these assets are not realized,
an adjustment to the valuation allowance would be required, which would be
charged to income in the period that the determination was made. Likewise,
should management determine that we would be able to realize tax assets in the
future in excess of the recorded amount, an adjustment to reduce the valuation
allowance would be recorded generally as a credit to income in the period that
the determination is made.
EMPLOYEE BENEFITS
Management's determination of our obligation and expense for post
retirement health care liabilities depends on the selection of certain
assumptions used by actuaries to calculate the amounts. These assumptions are
described in note 15 to our consolidated financial statements and include
amongst others, the discount rate, the expected long term rate of return on plan
assets, health care inflation costs and rates of increase in compensation costs.
Actual results that differ from management's assumptions are accumulated and
charged over future periods, which will generally affect our recognized expense
and recorded obligations. While management believes that these assumptions are
appropriate, significant changes in the assumptions may materially affect our
post retirement health care obligations as well as future expenses, which will
result in an impact on income in the periods that the changes in assumptions
occur.
The following is a summary of RRL's critical accounting policies, which
management believes have a direct impact on our financial statements as RRL is
our significant asset.
AMORTIZATION OF MINING ASSETS
Amortization charges are calculated using the units of production
method and are based on tonnes processed through the plant as a percentage of
total expected tonnes to be processed over the lives of our mines. The lives of
the mines are estimated using interpretations of mineral reserves in accordance
with the SEC's industry guide number 7. The estimate of the total expected
future lives of RRL's mines could be materially different from the actual amount
of gold mined in the future and the actual lives of the mines due to changes in
the factors used in determining RRL's mineral reserves, mainly the gold price.
Any change in our estimate of the total expected future lives of our mines would
impact the amortization charge recorded in RRL's consolidated financial
statements.
VALUATION OF LONG-LIVED ASSETS
Management annually reviews the carrying value of RRL's long-lived
mining assets to determine whether their carrying values, as recorded in RRL's
consolidated financial statements, are appropriate. In determining if the asset
can be recovered, RRL compares the undiscounted future cash flows expected to be
generated from the future use of the asset to its carrying amount. Should the
carrying value of the asset exceed the expected future undiscounted cash flows
expected to be generated by the asset, the asset is impaired and an impairment
charge is recognized in the statement of operations as the difference between
the carrying value and the fair value of the asset determined based upon the
expected discounted cash flows to be generated by the asset. In assessing an
asset for impairment, management makes its best estimate of the future cash
inflows that will be obtained each year over the life of the
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mine. If an impairment is indicated, management discounts the cash flow by the
risk associated with the applicable project. These reviews are based on
projections of anticipated future cash flows to be generated by utilizing the
long-lived assets. While management believes that these estimates of future cash
flows are reasonable, different assumptions regarding projected gold prices and
production costs could materially affect the anticipated cash flows to be
generated by the long-lived assets. In addition, other factors that management
can control may turn out differently than projected and could have an effect on
the determination of the fair value of the asset.
In 1999, RRL recorded an impairment charge of $45 million relating to
the Syama mine. This charge assumed throughout the life of mine that gold prices
would be $300 an ounce and the cash cost to produce would be $250 an ounce and
expected future capital costs of $8.3 million. The spot price of gold on
December 31, 1999 was $283 an ounce and the price range during 1999 was $253 to
$326 an ounce. The other major assumption used was that the mine would produce
265,000 ounces a year for 8 years. The future undiscounted cash flows to be
generated by the mine were lower than the carrying value of the assets and,
accordingly, an impairment charge had to be determined by reference to the fair
value of the mine based upon its discounted future cash flows. The cash flows
were discounted using 8% which represents the risks related to this project.
Based on these assumptions, RRL determined the fair value to be $74 million
compared to the carrying value of $119 million which resulted in an impairment
charge of $45 million.
In 2000, as a result of operational difficulties experienced at Syama,
management again tested the mine for impairment. The future undiscounted cash
flows to be generated by the mine were lower than the carrying value of the
assets and, accordingly, an impairment charge had to be determined by reference
to the fair value of the mine based upon its discounted future cash flows. RRL
concluded that the fair value of the mine was negative and that the remaining
$74 million should be written off.
HEDGING AND FINANCIAL DERIVATIVES
The determination of the fair value of hedging instruments and
financial derivatives, when marked-to-market, takes into account estimates such
as projected interest rates under prevailing market conditions, depending on the
nature of the hedging and financial derivatives. These estimates may differ
materially from actual interest rates prevailing at the maturity dates of the
hedging and financial derivatives and, therefore, may materially influence the
values assigned to the hedging and financial derivatives, which may result in a
charge to or an increase in our earnings at the maturity date of the hedging and
financial derivatives.
ENVIRONMENTAL REHABILITATION COSTS
RRL provides for environmental rehabilitation costs and related
liabilities based on its interpretations of current environmental and regulatory
standards with reference to World Bank guidelines. In addition, final
environmental rehabilitation obligations are estimated based on these
interpretations and in line with responsible programs undertaken by similar
operations elsewhere in the world, with provisions made over the expected lives
of our mines. While RRL management believes that the environmental
rehabilitation provisions made are adequate and that the interpretations applied
are appropriate, the amounts estimated for the future liabilities may differ
materially from the costs that will actually be incurred to rehabilitate our
mine sites in the future. If RRL management determines that an insufficient
rehabilitation provision has been created, its earnings will be adjusted as
appropriate in the period that the determination is made.
DEFERRED STRIPPING
RRL defers the costs of waste stripping in excess of the expected pit
life average stripping ratio, and charge such costs to production when the
actual stripping ratio is below the expected average ratio. The expected pit
life stripping ratios are recalculated annually in light of additional knowledge
and changes in estimates. These ratios are calculated as the ratio of the total
of waste tonnes deferred at the calculation date and future anticipated waste to
be mined, to anticipated future ore to be mined. Changes in the mine plan, which
will include changes in future ore and waste tonnes to be mined, will therefore
result in a change of the expected pit life average stripping ratio, which will
impact prospectively on amounts deferred or written back. If the expected pit
life average stripping ratio is revised upwards, relatively lower stripping
costs will, in the future, be deferred in each period, or a relatively higher
amount of charge will be written back, thus impacting negatively upon earnings.
The opposite is true when the expected pit
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life stripping ratio is revised downwards, resulting in more costs being
deferred and a positive impact on earnings during the period of cost deferral.
Any costs deferred will be expensed in future periods over the life of the
Morila mine, resulting in lower earnings in future periods. Therefore, deferred
stripping can be defined as a cost smoothing method whereby waste stripping
costs are recognized pro rata in earnings over the life of a mine.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
We are not involved in any research and development and have no
registered patents or licenses.
D. TREND INFORMATION
Our financial results and those of our associated company, RRL, are
subject to the movement in gold prices. In the past fiscal year, the general
trend in the price of gold has been downwards and this has had an impact on
revenues. Recently, the price of gold has begun to rise. However, it should be
noted that fluctuations in the price of gold remain a distinct risk to us.
GOLD MARKET
The gold market is relatively liquid compared with many other commodity
markets, with the price of gold generally quoted in Dollars. The physical demand
for gold is primarily for fabrication purposes, and gold is traded on a
world-wide basis. Fabricated gold has a variety of uses, including jewelry
(which accounts for 85% of fabricated demand), electronics, dentistry,
decorations, medals and official coins. In addition, central banks, financial
institutions and private individuals buy, sell and hold gold bullion as an
investment and as a store of value.
Historically, gold has been used as a store of value because it tends
to retain its value in relative terms against basic goods in times of inflation
and monetary crisis. Therefore, large quantities of gold in relation to annual
mine production are held for this purpose. This has meant that historically the
potential total supply of gold has been far greater than annual demand. Thus,
while current supply and demand plays some part in determining the price of
gold, this does not occur to the same extent as for other commodities.
Instead, gold prices have been significantly affected, from time to
time, by macro-economic factors such as expectations of inflation, interest
rates, exchange rates, changes in reserve policy by central banks, and global or
regional political and economic crises. In times of inflation and currency
devaluation, gold has traditionally been seen as a refuge, leading to increased
purchases of gold and a support for the price of gold.
Interest rates affect the price of gold on several levels. High real
interest rates increase the cost of holding gold, and discourage physical buying
in developed economies. High U.S. dollar interest rates also make hedging of
forward selling attractive because of the higher contango premiums (differential
between LIBOR and gold lease rates) obtained in the forward prices. Increased
forward selling in turn has an impact on the spot price at the time of sale. At
a secondary level, changes in interest rates are viewed by market participants
as indicators of other economic changes, including expectations of inflation,
and have been used historically by market participants to motivate decisions to
buy or sell gold.
In 2000, the introduction of the euro removed the German Deutsche mark
as one of the traditional reserve currency alternatives. The euro steadily
devalued after its introduction and has traded in a range of +/- 10% below
opening value against the dollar. However, this position has begun to change
with the euro appreciating against the dollar in early 2003. The euro weakness
has maintained dollar strength during a period of global economic downturn. This
has resulted in gold prices stated higher in local currency terms helping
suppress global gold demand.
Changes in exchange rates against the U.S. dollar affect levels of
demand for gold in other countries. In South East Asia, for example, during the
mid-1990's strong local currencies encouraged a robust demand for gold on the
back of low real gold prices in local currencies. In contrast, when South East
Asian currencies fell sharply against the U.S. dollar in 1997, the local
currency values of gold increased proportionally, and wholesale selling of gold
ensued in the region. Recoveries in Asian currencies post-1999 saw a resumption
in earlier levels of gold demand in the region as local prices of gold declined
with stronger local currencies.
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Changes in reserve policies of central banks have affected the gold
market and gold price on two levels. On the physical level, a decision by a
central bank to decrease or to increase the percentage of gold in bank reserves
leads to either sales or purchases of gold, which in turn has a direct impact on
the physical market for the metal. In practice, sales by central banks have
often involved substantial tonnages within a short period of time and this
selling can place strong downward pressure on the markets at the time they
occur. As important as the physical impact to official sales, announcements of
rumors of changes in central bank policies which might lead to the sale of gold
reserves have, in recent years, had a powerful negative effect on market
sentiment and encouraged large speculative positions against gold in the futures
market for the metal.
Recent examples of decreases in the gold price linked directly to
either the sale of gold by a central bank or the announcement by a central bank
of its intention to sell gold can be seen in the fall in the price of gold,
which followed the May 1999 announcement by the Bank of England of their plans
to sell 415 tonnes of gold held by the Treasury of the United Kingdom. During
2000, selling continued from Central Bank reserves outside the longer term sales
programs announced by the Bank of England and Switzerland, The Netherlands,
Austria, Chile and Uruguay all sold into the market, during a period in which
the gold price continued to fall. Not all rumors or announcements of official
plans relating to gold lead inevitably to behavior disruptive to the market. As
an example, the announcement in October 1999 of the Swiss National Bank's
planned sale of up to 1,400 tonnes of gold from its gold reserves caused little
impact on the gold price, as the sale was expected to spread over several years
and to be managed in a manner designed to avoid an adverse effect on the price
of gold. This is exactly what has occurred, and to date no significant gold
price move has been associated with these Swiss sales.
By contrast with the largely negative news from official holders of
gold during most of the 1990s, the latter half of 1999 saw two important steps
by world governments to reassure the gold market. These came first in the
arrangements entered into by the International Monetary Fund to realize the
value of gold on its balance sheet by means of swap arrangements with its
members, rather than actually selling their gold reserves on the open market,
and thereafter in the equally important announcement by the central banks of the
European Union, joined by other holders of gold - namely the United States,
Switzerland and Japan - that sales of gold by those countries' central banks
would be limited to a maximum, including all previously announced planned gold
sales, of 400 tonnes per year over five years.
While political and economic crises can affect the gold prices either
positively or negatively, neither effect is inevitable. As a recent illustration
of this uncertain effect, in 1998, despite negative sentiments caused by the
Russian financial crisis, and ensuing corrections in the capital markets
world-wide, the price of gold remained stable.
The volatility of gold prices is illustrated in the following table,
which shows the annual high, low and average of the afternoon London Bullion
Market fixing price in Dollars for the past ten years. On December 31, 2002, the
afternoon fixing price of gold on the London Bullion Market was $347.00 per
ounce.
PRICE PER OUNCE ($)
----------------------------------------
YEAR HIGH LOW AVERAGE
---- -------- ------ ----------
1993.......................... 406 326 360
1994.......................... 396 370 384
1995.......................... 396 372 384
1996.......................... 415 367 388
1997.......................... 367 283 331
1998.......................... 313 273 294
1999.......................... 326 253 279
2000.......................... 313 264 279
2001.......................... 293 256 271
2002 ......................... 349 278 310
Source: Bloomberg
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ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
The following table sets forth certain information with respect to our
directors and executive officers as of May 31, 2003:
NAME AGE POSITION
---- --- --------
Executive Director:
R.A.R. Kebble....................... 63 Chairman of the Board
Non-Executive Directors:
D. Ashworth......................... 58 Director
H.C. Buitendag...................... 55 Director
G. Fischer.......................... 45 Director
Executive Officers:
V. Matfield......................... 38 Financial Manager
D.J. Haddon......................... 45 Secretary
There have been no changes to the board during the fiscal year and up
until July 8, 2003. The business experience of each of the directors and
executive officers is as follows:
Roger Ainsley Ralph Kebble: Appointed as a Director in August 1994 and
Chairman in March 1998. He has 40 years of experience in the mining industry.
Mr. Kebble is currently the Chairman of RRL, JCI, and Western Areas. Effective
June 30, 2002, Mr. Kebble resigned as Deputy Chairman of DRD. RRL is registered
in Jersey, Channel Islands and listed on the London Stock Exchange and the other
companies are public companies in South Africa. Management of DRD has instituted
legal proceedings alleging that while Mr. Kebble was chairman of DRD he may have
benefited from transactions involving payments to a close corporation of which
he was a member, which was not disclosed to DRD. Mr. Kebble has disputed the
claims. We have been informed that a further hearing will take place in June
2003.
A criminal action, brought on November 12, 2002, is pending in the
Specialised Commercial Crime Court in Johannesburg against Mr. Kebble for an
alleged contravention of Section 234 of the Companies Act No. 51 of 1973 and/or
fraud, arising out of an alleged failure by Mr. Kebble, as a director of DRD to
declare to DRD his interest in Skilled Labour Brokers CC and allegations that
DRD received invoices from this corporation which were paid by DRD at a time
when Mr. Kebble had an undisclosed interest in that entity. The action is being
defended.
A criminal action, brought on December 6, 2002, is pending in the High
Court of South Africa, Witwatersrand Local Division, against Western Areas , Mr.
R. Brett Kebble, Mr. Hendrik C. Buitendag and Mr. Roger A.R. Kebble on
unspecified alleged charges of fraud. Details of the charges have not been
provided. The proceedings arise out of the proposed restructuring of JCI Gold
Limited, CAM, Free State Development and Investment Corporation Limited, Barnato
Exploration Limited and ourselves, towards the end of 1999. The action is being
defended.
Public allegations have been made that while Mr. Kebble was chairman of
DRD, the DRD board approved an invalid issue of no par value shares. At a
shareholders' meeting of DRD held last year, the shareholders, by special
resolution, resolved that the company would apply to the High Court of South
Africa for validation of the share issue. DRD made this application and the High
Court of South Africa validated the issuance. It has also been alleged that
other companies of which Mr. Kebble is a director, not including us or RRL, may
have benefited from these transactions. DRD has stated that it would consider
legal action were there a reasonable prospect of success. No known formal
proceedings have been instituted to date. Mr. Kebble and DRD have publicly
reserved their rights on this matter.
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David Ashworth: CA (S.A.): Appointed as a director in January 2000. Mr.
Ashworth retired as Financial Director of RRL in April 2001, but remains on that
board as a non-executive director. He has 24 years of experience in the mining
industry.
Hendrik Christoffel Buitendag: B. Com, CA (S.A.): Appointed as a
director in March 2000. Mr. Buitendag is also Financial Director of JCI. Mr.
Buitendag has 29 years of experience in the accounting and mining industries.
Grant Fischer: Appointed as a director in March 2000. Mr. Fischer is
also Managing Director of Rand Leases Properties Limited. Mr. Fischer has 22
years of experience in the real estate industry.
David John Haddon: LLB. Mr. Haddon has served as Secretary since March,
1995. He has 21 years of legal and administration experience. Mr. Haddon also
serves as Secretary for RRL.
Victor Matfield: M.Com, M.Phil., CA (S.A.): Appointed Financial Manager
in October 2001. He has 11 years of accounting experience in the mining
industry. Mr. Matfield also serves as Manager of Corporate Finance of RRL.
There are no family relationships between any of our directors or
executive officers. There are no arrangements or understandings between any of
our directors or executive officers and any other person pursuant to which the
director or executive officer was selected.
B. COMPENSATION
During the year ended December 31, 2002, the aggregate cash
compensation paid or payable to our directors and executive officers as a group,
including all salaries, fees, commissions and bonuses was R3,105,000 ($298,000),
all of which was paid to our directors. Our Articles of Association provide that
the directors' fees should be determined from time to time in a general meeting
or by a quorum of non-executive directors. Our shareholders will be requested at
the forthcoming annual general to approve the following fees:
o Non-executive directors to receive a fee of R7,500 per meeting;
o Members of the audit committee to receive R7,500 per meeting;
o The chairman of the audit committee to receive R10,000 per
meeting;
o Members of the remuneration committee to receive R5,000 per
meeting; and
o The chairman of the remuneration committee to receive R6,000 per
meeting.
During the year ended December 31, 2002, we did not contribute to our
defined retirement benefits programs for these directors and officers. The
following table sets forth the aggregate compensation for each of the directors.
DIRECTORS BASIC SALARY/FEES BONUS TOTAL
- ---------------- ------------------------------ ------------------------------ ------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2002 2001 2002 2001
RAND RAND RAND RAND RAND RAND
------------- ------------ ------------- ------------ ------------- ------------
Executive
R.A.R. Kebble ..... 654,000 654,000 2,400,000 270,000 3,054,000 924,000
Non-Executive
D. Ashworth ....... 16,000 - - - 16,000 -
H.C. Buitendag .... 17,000 20,500 - - 17,000 20,500
G. Fischer ........ 16,000 19,500 - - 16,000 19,500
Total ............. 703,000 694,000 2,400,000 270,000 3,105,000 964,000
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None of our directors, except Mr. R.A.R. Kebble, has a service
contract. Mr. Kebble entered into a consultancy agreement to serve as the
executive chairman effective March 6, 1998 at an annual salary of R600,000. Mr.
Kebble has an indefinite term contract subject to 30 days' written notice and is
entitled to a bonus dependent on the performance of our share price calculated
on the basis of the closing price of our shares on the JSE on the last trading
day of the period of 12 months in respect of which the bonus is calculated.
C. BOARD PRACTICES
BOARD OF DIRECTORS
Our board of directors may consist of not less than four nor more than
twenty directors, and as of the date hereof, consists of four directors,
including our external (non-executive) directors. We are in the process of
re-constituting our board to meet the applicable requirements of director
independence.
DIRECTOR DATE OF APPOINTMENT DATE OF EXPIRATION OF TERM NUMBER OF YEARS SERVICE
- -------- ------------------- -------------------------- -----------------------
Executive
R.A.R. Kebble............... March 5, 1998 August 8, 2003 5
Non-Executive
D. Ashworth................. January 5, 2000 August 8, 2004 3
G. Fischer.................. January 5, 2000 August 2, 2004 3
H.C. Buitendag.............. January 5, 2000 August 28, 2003 3
Our Articles of Association provide that any new director should be
re-elected by the shareholders at the annual general meeting following the date
of the director's appointment. Furthermore, each director is subject to
reelection on a rotation basis every three years as required by our Articles of
Association and the South African Companies Act, 1991. Mr. Buitendag's position
as a non-executive director will be the subject of an ordinary resolution at the
annual general meeting to be held on August 28, 2003, as required by our
Articles of Association.
COMMITTEES
Our board has formed an audit committee and a remuneration committee.
Audit Committee
The internal and external auditors have unrestricted access to our
audit committee, which ensures that its independence is in no way impaired.
Meetings are held regularly and are attended by the external and internal
auditors and appropriate members of executive management. Our audit committee
operates in accordance with written terms of reference confirmed by the board.
The members of the audit committee are Messrs. Buitendag (Chairman), Ashworth
and Fischer.
The terms of the audit committee's charter lists the audit committee's
objectives as follows:
The audit committee assists the board of directors in fulfilling its
oversight responsibilities. The audit committee reviews the financial reporting
process, the system of internal control and management of financial risks, the
audit process, and our process for monitoring compliance with laws, regulations
and governance and our own code of business conduct. In performing its duties,
the committee maintains effective working relationships with the board of
directors, management, and the internal and external auditors. To perform his
role effectively, each committee member obtains an understanding of the detailed
responsibilities of committee membership as well as the company's business,
operations, and risks.
Remuneration Committee
The remuneration committee operates as a sub-committee to the board of
directors. There have been no changes to the members of the committee during the
fiscal period under review. The members of the remuneration committee are
Messrs. Buitendag (Chairman), Ashworth and Fisher.
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The remuneration committee's primary role is to review, on behalf of
the board, senior executive remuneration policy and the remuneration and other
terms and conditions of employment of our executive director.
D. EMPLOYEES
At the end of each of the past three years, the breakdown of employees,
including our subsidiaries and RRL but excluding Morila SA, by main categories
of activity was as follows:
DECEMBER 31, DECEMBER 31, DECEMBER 31,
CATEGORY OF ACTIVITY 2000 2001 2002
- -------------------------------------------- ------------ ------------ ------------
Mining and related engineering.............. 70 10 10
Processing and related engineering.......... 310 10 10
Management and technical.................... 26 12 12
Exploration................................. 105 67 62
Administration (1) ......................... 235 43 30
(1) includes environmental, finance, human resources, purchasing, stores,
general administration and mine village services department.
The decrease of employees from 2000 to 2002 resulted from the reduction
of activities at Syama leading up to it being placed on care and maintenance in
December 2001 and the introduction of a contract miner at Syama in the latter
part of 2000 which resulted in the retrenchment of the mining and related staff.
E. SHARE OWNERSHIP
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting and investment
power with respect to securities. Ordinary shares issuable pursuant to options,
to the extent the options are currently exercisable or convertible within 60
days of June 30, 2003, the date as of which the information below is provided,
are treated as outstanding for computing the percentage of the person holding
these securities but are not treated as outstanding for computing the percentage
of any other person. Unless otherwise noted, each person or group identified
possesses sole voting and investment power with respect to the shares, subject
to community property laws where applicable. Unless indicated otherwise, the
business address of the beneficial owners is: Randgold & Exploration Company
Limited, P.O. Box 82291 Southdale, 2135, South Africa.
HOLDER SHARES BENEFICIALLY OWNED
- ------ -----------------------------
NUMBER PERCENTAGE
-------- -----------
R. A. R. Kebble (1)............................. 1,458,266 3.34
D. Ashworth..................................... - -
H. C. Buitendag................................. 1,000 *
G. Fischer...................................... - -
All directors and executive officers
(6 persons)..................................... 1,537,032 3.52
(1) Does not include any shares owned by JCI or Western Areas. Mr. Kebble
is currently our chairman and the chairman of JCI and Western Areas,
each of which is a public company in South Africa. Mr. Kebble owns
approximately 15% of the outstanding shares of JCI. On May 30, 2003,
Western Areas held 1,178,550 of our ordinary shares.
* Indicates less than 1%.
Our executive officers do not, either individually or in the aggregate,
own more than 1% of the outstanding ordinary shares.
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RANDGOLD (1993) SHARE OPTION SCHEME
We operate a securities option plan, the Randgold (1993) Share Option
Scheme, for our employees which has a total of 7,000,000 ordinary shares
reserved for issuance thereunder. The exercise price of each option granted
under the scheme is set at the closing market price of our ordinary shares on
the JSE on the day before the date of grant. Each option remains in force for
ten years after the date of grant, subject to the option scheme. Options granted
under the scheme vest and become exercisable according to the following
schedule: one-third of the options become exercisable two years from the
original date of the option grant; a further third of the options become
exercisable three years from the original date of the option grant; and the
balance of the options become exercisable four years from the original date of
the option grant.
Options to purchase a total of 324,180 ordinary shares were
outstanding on June 30, 2003, of which options to purchase 77,100 ordinary
shares were held by our current directors and officers as a group. The
outstanding options are exercisable at purchase prices which range from R6.05 to
R35.25 per share and have expiration dates which range from September 28, 2003
to December 17, 2008. Options to purchase ordinary shares held by our directors
and executive were as follows:
NUMBER OF OPTIONS
-----------------------------------------------------
MARKET
AT DURING THE PERIOD AT EXERCISE PRICE AT DATE FROM
DECEMBER ----------------------- DECEMBER PRICE THE DATE WHICH EXPIRATION
DIRECTORS 31, 2001 GRANTED EXERCISED 31, 2002 RAND OF EXERCISE EXERCISABLE DATE
-------------- ------------ --------- --------- ---------- ---------- ------------ ----------- ----------
Executive
- -----------
R.A.R. 86,600 - - 86,600 12.00 - 8/1/96 7/31/06
Kebble(1)
Non-Executive
- ---------------
D. Ashworth(2) 81,200 - - 81,200 12.50 - 1/11/96 1/10/05
H.C. Buitendag - - - - - - - -
G. Fischer - - - - - - - -
D.J. Haddon 33,700 - - 33,700 11.00 - 3/1/95 2/28/03
V. Matfield 43,400 - - 43,400 12.50 - 1/11/95 1/10/05
1. In 1995, we undertook a capitalization award, whereby every
shareholder was awarded 0.6667 new ordinary shares for every 100
ordinary shares held. Option holders, in terms of the Randgold
(1993) Share Option Scheme, were entitled to be treated as
shareholders for purposes of the award. Mr. Kebble is entitled to
exercise options to purchase 1,666 ordinary shares awarded in
terms of the provisions of the 1995 Capitalization Award. If
unexercised, these options lapse on November 10, 2005. Mr. Kebble
exercised a total 30,000 options on March 19, 2003 and the
remaining 58,266 on May 19, 2003. All 88,266 options exercised
were held beneficially for Mr. Kebble's own account.
2. Mr. Ashworth sold 56,200 shares on March 10, 2003 and 25,000
shares on March 18, 2003. Mr. Ashworth exercised options and
purchased 1,666 ordinary shares which were granted to him under
the 1995 Capitalization Award.
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
As of December 31, 2002, our issued share capital consisted of
43,696,228 ordinary shares with a par value of R0.01 per share. To our knowledge
we are not, directly or indirectly owned or controlled by another corporation,
any foreign government or other person. As of May 31, 2003, the following
shareholders held 5% or more of our issued share capital:
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NUMBER OF ORDINARY
HOLDER SHARES % OF CLASS
------ ------------------ ----------
JCI Limited(1,2)................................. 9,820,216 22.28
Bank of New York - ADRs.......................... 14,855,867 33.71
1. Includes 698,216 shares held by Consolidated Mining Corporation Limited, a
wholly-owned subsidiary of JCI.
2. Last year, JCI entered into a business combination with CAM. Therefore, the
ordinary shares listed in the table above as being held by JCI include
those held by CAM.
As of May 31, 2003, there were 29 record holders of our ordinary shares
in the United States, holding an aggregate of sixteen million nine hundred and
thirty-six thousand two hundred and fifty-three (16,936,253) ordinary shares or
38.43 %.
As of May 31, 2003, there were 22 record holders of our ADRs in the
United States, holding an aggregate of 5,440,715 ADRs or 37.04%.
B. RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTION
Mr. Kebble, our chairman is also the chairman of JCI and of Western
Areas. Mr. Buitendag is also a director of JCI.
At December 31, 2002 we had related party accounts payable of $4.7
million outstanding. This related to a loan from Consolidated Mining Management
Services Limited, or CMMS, an indirect subsidiary of JCI, of $3.7 million and
restructuring cost incurred on our behalf by Western Areas of $1.0 million. The
loans from Consolidated Mining Management Services Limited and Western Areas are
unsecured and bear interest at the prime overdraft rate quoted by the Standard
Bank of South Africa Limited which equated to 17% per annum at December 31,
2002. The full outstanding amount on the loan from CMMS was repaid during June
2003.
On July 1, 2003 we entered into a loan agreement with JCI whereby we
will loan R30 million to JCI. The loan took effect on July 1, 2003 for a period
of six months and bears interest at a rate of one percent above the call rate
that the Standard Bank of South Africa offers its corporate clients, which
currently stands at 10.5%. As collateral for this loan, JCI has pledged Western
Areas ordinary shares equal in value to R45 million.
SERVICES AGREEMENT
Effective on October 1, 1997, we entered into a service agreement with
RRL. Under the terms of the service agreement, we provide office accommodations,
payroll administration and other services for RRL's staff in South Africa. This
agreement was amended on April 1, 1999. On February 2, 2003, we entered into a
new services agreement with RRL. Under the new agreement, the fees payable to us
by RRL are as follows:
o The salaries for our employees will be charged to RRL at cost plus 5%;
o Office rental of $5,890 per month; and
o All other expenses incurred on behalf of RRL will be charged to RRL at
cost.
None of our directors, officers, controlling security holders or their
relatives have any material interest, direct or indirect, in any transaction
from the beginning of the last fiscal year up to June 30, 2003 or in any
proposed transaction which has affected or will materially affect us, our
investment interest or subsidiaries.
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C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8 FINANCIAL INFORMATION
See Item 18.
ITEM 9 THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
The following table sets forth, for the periods indicated, the high and
low sales of our ordinary shares as reported on the JSE and for our ADRs as
reported by The Nasdaq Stock Market, Inc.
FINANCIAL PERIOD ENDED PRICE PER ORDINARY SHARE PRICE PER ADR
- ---------------------- ------------------------- -----------------------
HIGH LOW HIGH LOW
(RAND) (RAND) ($) ($)
-------- ------- ----- -----
December 31, 2002......................... 25.40 11.15 8.66 2.85
December 31, 2001......................... 10.70 4.30 3.80 1.69
December 31, 2000......................... 9.00 4.70 4.06 2.31
December 31, 1999......................... 7.40 6.02 4.68 2.62
March 31, 1999............................ 22.75 2.50 4.56 0.75
CALENDAR PERIOD PRICE PER ORDINARY SHARE PRICE PER ADR
- --------------- -------------------------- -----------------------
HIGH LOW HIGH LOW
(RAND) (RAND) ($) ($)
--------- -------- ------ -----
2003
Second Quarter .................... 38.80 24.50 14.45 10.00
First Quarter...................... 38.90 22.35 13.55 8.51
2002
Fourth Quarter .................... 24.60 14.20 8.66 4.03
Third Quarter...................... 20.00 13.30 5.75 3.50
Second Quarter .................... 25.40 12.50 7.38 3.50
First Quarter...................... 15.55 10.70 4.20 2.85
2001
Fourth Quarter..................... 10.70 7.50 2.95 2.40
Third Quarter...................... 9.75 7.50 3.65 2.74
Second Quarter..................... 10.00 6.10 3.80 2.12
First Quarter...................... 7.00 4.30 2.93 1.71
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CALENDAR MONTH PRICE PER ORDINARY SHARE PRICE PER ADR
- -------------- -------------------------- -------------------------
HIGH LOW HIGH LOW
(RAND) (RAND) ($) ($)
--------- -------- -------- -------
2003
June............................... 35.45 30.10 13.50 12.03
May................................ 37.50 27.00 14.45 11.44
April.............................. 30.50 25.00 11.97 10.00
March.............................. 29.10 22.35 11.07 8.51
February........................... 38.01 29.50 13.50 10.80
January ........................... 38.90 23.50 13.55 9.10
B. PLAN OF DISTRIBUTION
Not applicable
C. MARKETS
Our ordinary shares are listed on the JSE, which currently constitutes
the principal non-United States trading market for those shares, under the
symbol RNG. Since March 1997, our American Depositary Shares have traded in the
United States on Nasdaq under the trading symbol RANGY in the form of American
Depositary Receipts. The American Depositary Receipts are issued by The Bank of
New York, as Depositary. Each American Depositary Receipt represents one
American Depositary Share. Each American Depositary Share represents three of
the Company's ordinary shares.
D. SELLING SHAREHOLDERS
Not applicable
E. DILUTION
Not applicable
F. EXPENSES OF THE ISSUE
Not applicable
ITEM 10 ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
(1) We are registered under the South African Companies Act under
registration number 1992/005642/06. Our authorized share capital is R750,000,
divided into 75,000,000 of R0.01 each, of which 44,766,957 were issued as of
June 30, 2003 and 30,233,043 were available for issue. None of our shares have
any redemption rights.
Our purpose and objective is to explore mineral rights, establish and
own mining enterprises and to provide administrative and technical services to
mining enterprises generally.
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(2) Provisions of the Articles of Association pertaining to directors.
(a) A director shall not vote in respect of any contract
or arrangement in which he is interested. This article has been relaxed to the
extent that any director who participates in the Randgold (1993) Share Option
Scheme or the Randgold (1993) Share Purchase Scheme is entitled to vote on any
resolution relating to either scheme except that he may not vote or be counted
in a quorum for a resolution concerning his participation therein. The board
may, at its discretion, choose to suspend this provision.
(b) Directors are entitled to such compensation as may be
determined from time to time in a general meeting or by a quorum of
disinterested directors.
(c) Subject to certain restrictions, the directors may
from time to time at their discretion raise or borrow or secure the payment of
any sum or sums of money for our purposes as they see fit, and in particular may
pass mortgage bond or issue debentures or debenture stock whether unsecured or
secured by all or any part of our property, whether present or future.
(d) There is no age limit for directors.
(e) Directors are not required to hold any shares to qualify
them for appointment as directors.
(f) Each director is entitled to one vote.
(3) Rights attaching to Shares.
(a) At a general meeting or the directors may from time
to time declare a dividend to be paid to shareholders in proportion to the
number of shares held. All unclaimed dividends may be invested or otherwise made
use of by the directors for our benefit until claimed. Any dividend remaining
unclaimed for a period of twelve (12) years from the date of declaration thereof
may be declared by the directors to be forfeited to us.
(b) Subject to any special terms as to voting granted to
any shares, at a general meeting, every shareholder who is present in person
(including any corporation present by its duly authorized representative) shall
on a show of hands have one vote and every shareholder present in person or by
proxy shall on a poll have one vote for each share of which that shareholder is
a holder. In the case of joint holders, the vote of the senior holder who
tenders a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders.
(c) Furthermore, Article 65(b) of our Articles of
Association provides that the vote of a minor, a woman who is married and
subject to certain marital restrictions, or a shareholder for whom a court
appointed administrator has been appointed, shall not be accepted unless the
guardian of the minor, the husband or the court appointed administrator shall
have within forty-eight hours prior to the meeting, satisfied the directors that
such person is authorized to vote the shares on behalf of the shareholder.
(d) The directors are not elected to staggered terms.
(e) Our Articles of Association do not provide for any
profit sharing by shareholders.
(f) The assets remaining after payment of all our debts
and liabilities, including the costs of liquidation, shall be applied to repay
to our shareholders the amount paid up on our issued capital. Thereafter the
balance shall be distributed to the members in proportion to their respective
shareholdings; provided that this right shall be subject to the rights of the
holders of any shares issued upon special conditions.
(g) Subject to the provisions of the South African
Companies Act and to such authorities, consents and requirements as may from
time to time be stipulated by applicable law, the listing requirements of the
JSE and any other stock exchange upon which our shares are quoted or listed, we
may from time to time reduce our issued capital, share premium account, stated
capital and/or capital redemption reserve fund by ordinary resolution.
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(h) There is no provision for a sinking fund in our
Articles of Association.
(i) There are no provisions relating to the liability of our
shareholders for further capital calls.
(j) There are no provisions of the Articles of
Association discriminating against existing or prospective holders of any
securities as a result of such shareholders owning a substantial number of
shares.
(4) Variation of Rights.
(a) We may vary the rights of shareholders by way of a
special resolution approved in a general meeting. According to the South African
Companies Act, for a special resolution to be passed, we must first give not
less than twenty-one (21) calendar days notice of our intention to propose a
special resolution, and a quorum of not less than one-fourth of the total votes
of all shareholders entitled to vote must be present in person or proxy. The
special resolution will pass if not less than three-fourths of the total votes,
present and voting, vote in favor thereof.
(5) General Meeting.
(a) The directors may at any time convene general
meetings and shall do so when called upon by at least 100 of our shareholders
holding no less than an aggregate of one-twentieth of our capital stock.
(b) Annual general meetings and meetings at which special
resolutions will be considered require at least twenty-one (21) calendar days
notice. Other general meetings require not less than fourteen (14) days calendar
notice.
(c) Subject to any special provisions governing
preference shares, every shareholder or representative shall have one vote for
every share held. A shareholder may appoint a proxy to represent or vote on his
behalf. There are no provisions which limit admission of shareholders to any
general meetings.
(6) Limitations of Rights of Ownership.
(a) Our Articles of Association contain no exclusion or
limitation in respect of non-resident or foreign shareholders. The only
limitation on ownership recognized is where the owner of the shares is subject
to a legal incapacity. In such circumstances we would register the name of such
person who submits proof of his appointment as executor, trustee, curator or
guardian.
(7) Mergers and Acquisitions.
There are no provisions in our Articles of Association which have an
effect of delaying, deferring or preventing a change of control.
(8) Ownership Disclosure.
There are no provisions in the Articles of Association requiring
disclosure above any threshold level.
C. MATERIAL CONTRACTS
A brief summary of material contracts entered into by us, other than in
the ordinary course of business, during the last two years follows:
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1. Supplemental Agreement relating to loan for project finance for Morila
project, dated June 15, 2001, between Morila SA, RRL, us, Morila
Limited, various banks and other financial institutions and NM
Rothschild & Sons Limited.
This agreement amends and restates the original loan
agreement, dated December 21, 1999, providing project finance for
Morila project. This agreement reflects changes in guarantors and the
occurrence of certain economic and mechanical milestones. This
agreement also amends other related loan documents.
2. Deed of Amendment between Morila SA and NM Rothschild & Sons Limited,
dated June 22, 2001.
This agreement amends the definitions of Assigned Agreements
and Liabilities contained in the Debenture entered into between Morila
SA and NM Rothschild as part of the Morila Loan transaction to reflect
developments occurring after the Morila Loan took place.
3. Sale of Shares and Loan Claims Agreement, dated April 27, 2001, between
Normandy LaSource SAS and RRL.
RRL purchased 29% of Societe des Mines de Loulo SA from
Normandy LaSource SAS. RRL now holds 80% of the Loulo project and the
government of Mali holds 20%. The purchase price was $2 million.
4. Letter Agreement, dated September 17, 2001, between Morila SA, RRL,
Morila Limited, NM Rothschild & Sons Limited, Standard Bank London
Limited, Bayerische Hypo-Und Vereinsbank AG, Fortis Bank (Nederland)
N.V. and Societe Generale.
This letter agreement pertains to the Loan Agreement, dated
December 21, 1999 (as amended and restated), and amends certain terms
as is necessary due to the transfer by RRL of its interest in Morila
Limited to its wholly-owned subsidiary, Mining Investments (Jersey)
Limited.
5. Deed of Release, dated September 25, 2001, between RRL and NM
Rothschild & Sons Limited.
This agreement releases the shares of Morila Limited held by
RRL which were collateral for the Morila Loan.
6. Deed of Charge, dated September 25, 2001, between Mining Investments
(Jersey) Limited and NM Rothschild & Sons Limited (MIJL/Morila Security
Agreement).
This agreement reflects the security interest that Mining
Investments (Jersey) Limited granted to NM Rothschild with regard to
the Loan Agreement dated December 21, 1999 (as amended and restated)
which provides for the Morila Loan.
7. Deed of Charge, dated September 25, 2001, between Mining Investments
(Jersey) Limited and NM Rothschild & Sons Limited (MIJL/RRL Security
Agreement).
This agreement reflects the security interest that Mining
Investments (Jersey) Limited granted to NM Rothschild with regard to
the Loan Agreement dated September 17, 2001 which provides for the RRL
Loan.
8. Joint Venture Agreement between Randgold & Exploration Company Limited
and Eurasia Mining plc, dated October 18, 2002.
This agreement gives Eurasia Mining plc the right to prospect
for platinum group metals on the Doornbosch farm in the eastern limb of
the Bushveld complex in Mpumalanga, South Africa. The agreement gives
Eurasia the opportunity to earn up to 75% in the project through
conducting exploration up
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to the bankable feasibility study stage and the payment of a total of
US$ 810,000 and R412,500. The durations of the agreement is 18 months
commencing from the date a prospecting permit is issued.
9. Services Agreement between Randgold & Exploration Company Limited and
Randgold Resources Limited, dated February 2, 2003.
Under this agreement, we will provide RRL with certain
identified services provided or sourced from South Africa at cost plus
a mark up. The agreement is subject to 6 months notice by either party.
10. Settlement Agreement between Rolls-Royce Power Ventures Limited, Syama
Power Plant Sales Limited, Operation D'Energie De Syama S.A., Societe
Des Mines De Syama S.A., Randgold Resources Limited and Randgold &
Exploration Company Limited, dated December 16, 2002.
We entered into this settlement agreement with RRL, Somisy,
Rolls-Royce, Syama Power Sales Limited, or SYPPS, and Operation
d'Energie de Syama S.A. regarding our outstanding litigation relating
to a contract for the supply of power generating equipment to the Syama
gold mine. As a result of this agreement, all parties have withdrawn
their claims. Under this agreement, we, Somisy and RRL agreed to pay
SYPPS a total amount of $5.3 million in three installments. As of
December 31, 2002, a total liability of $2.7 million remained
outstanding. This amount is to be paid in two equal payments on the
first and second anniversary of the date of the agreement. The
outstanding amount bears interest at LIBOR plus 2% as determined by the
terms of the agreement. The equipment has been returned to Rolls-Royce.
Also under this agreement, RRL will allow Rolls-Royce to bid on
providing power to future projects at Loulo and Tongon.
D. EXCHANGE CONTROLS
INTRODUCTION
The following is a general outline of South African exchange controls.
We encourage investors to consult a professional advisor as to the exchange
control implications of their particular investments.
Although the exchange rate of the South African Rand is primarily
market determined, its value at any moment cannot be considered a true
reflection of the underlying value of the Rand while exchange controls exist.
The South African government has stated repeatedly that it is committed to
phasing out controls in a prudent manner. In line with this commitment, the
financial rand was abolished in 1995, and subsequently there has been a practice
of leniency in applying certain capital ratios.
In view of the many inherent disadvantages of exchange controls, such
as the distortion of the price mechanism, the problems encountered in the
application of monetary policy, the detrimental effects on inward foreign
investment and the large administrative costs, the South African Finance
Minister has indicated that all remaining exchange controls are likely to be
dismantled as soon as circumstances are favorable. The gradual approach to the
abolition of exchange controls adopted by the South African government is
designed to allow the economy to adjust more smoothly to the removal of controls
that have been in place for a considerable period.
The comments below relate to exchange controls in force at June 30,
2003. These controls are subject to change at any time without notice.
GOVERNMENT REGULATORY CONSIDERATIONS
Generally, the making of loans to us or our subsidiaries and associated
companies, our ability and the ability of our subsidiaries and associated
companies to borrow from South African sources and the repatriation of
dividends, interest and royalties by us is regulated by the Exchange Control
Department of the SARB.
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A foreign investor may invest freely in the securities of a South
African company, whether listed on the JSE or not. The foreign investor may also
sell his equity investment in a South African company at a market price and
transfer the proceeds out of South Africa without restriction.
If a foreign investor wishes to lend capital to a South African
company, the parties must obtain the prior approval of the SARB mainly in
respect of the interest rate and terms of repayment applicable to such loan.
Where 75% or more of a South African company's capital, voting power or
earnings is directly or indirectly controlled by non-residents, such a company
is designated an "affected person" by the SARB, and certain restrictions are
placed on its ability to obtain local financial assistance. We are not and have
not been designated an "affected person" by the SARB.
DIVIDENDS
Dividends are freely transferable out of South Africa from both trading
and non-trading profits earned in South Africa through a South African bank
which has been appointed as an authorized dealer in foreign exchange. An audit
certificate must be presented to the South African bank, confirming that the
payment is a dividend. "Affected persons" must apply for SARB approval for the
remittance of dividends offshore if such companies have made local borrowings in
excess of the limit allowed.
As a general matter, an "affected person" that has accumulated
historical losses may not declare dividends out of current profits without first
making good past losses. Moreover, in situations where a South African company
has a calculated tax loss without a concomitant accounting loss, the SARB
requires that a notional tax charge be deducted from current profits before the
profit available for distribution to shareholders is determined.
INTEREST
Interest on foreign loans is freely remittable abroad, provided the
loans received prior SARB approval.
VOTING RIGHTS
There are no limitations imposed by South African law or by our
Articles of Association on the right of non-South African shareholders to hold
or vote our ordinary shares.
E. TAXATION
The comments below relate to tax laws and regulations in force at June
15, 2003 and outline the material tax consequences to U.S. Shareholders (as
defined below) of ours under South African, Malian and United States laws and
regulations. These laws are subject to change at any time. We encourage
investors to consult a professional advisor as to the tax implications of their
particular investments.
It has been assumed that the U.S. Shareholders only own our shares of
the Company. Therefore, the only income items that will be received by the U.S.
Shareholders are dividends and proceeds on the sale of shares.
Additionally, it has been assumed that the U.S. Shareholders are not
resident in South Africa for tax purposes.
SOUTH AFRICA
WITHHOLDING TAXES
There are no South African withholding taxes on dividend payments made
to a U.S. shareholder.
There is a double taxation treaty between South Africa and the U.S.
However, in view of the absence of any withholding taxes on dividends under
South African domestic law, the treaty has no effect in this area.
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INCOME TAXES RELATING TO SHAREHOLDERS
Normal tax, or income tax, in South Africa is levied on a residence
basis. Thus, any person who is a resident will be subject to South African tax
on his or her world-wide income. Non-residents are subject to tax on their South
African sourced income.
Dividends received by residents and non-residents from South African
resident companies are exempt from tax while foreign dividends received by a
resident are taxable.
With effect from October 1, 2001, capital gains are included in the
taxable income of residents. Non-residents are only subject to capital gains tax
in respect of capital gains realized on the disposal of an interest in immovable
property situated in South Africa. As the inclusion rate for capital gains is
25% in the case of natural taxpayers, the maximum effective capital gains tax
rate in respect of natural persons is 10%. Capital gains on the realization of a
shareholding by a U.S. (non-resident) shareholder should prima facie be excluded
from South African capital gains tax provided those shares do not relate to an
interest in immovable property situated in South Africa. If, however, the South
African tax authorities look at the intention behind the ownership of the equity
interest and determine that the disposal results in a revenue profit, that
profit may be subject to income tax if the profit is from a source within South
Africa.
INCOME TAXES RELATING TO US
SOUTH AFRICA: INCOME TAX
Income tax is levied in South Africa on income that is classified as
being of a revenue nature at the corporate tax rate of 30%. As noted above, with
effect from October 1, 2001, capital gains are also included in the taxable
income of resident companies. Non-resident companies are only subject to capital
gains tax in respect of capital gains realized on the disposal of an interest in
immovable property situated in South Africa. As the inclusion rate for capital
gains is 50% for companies, the effective capital gains tax rate in respect of
companies is 15%.
SECONDARY TAX ON COMPANIES
The discussion below on the secondary tax on companies, or STC,
provides a description of how STC payable by us is determined. As neither we nor
our South African operating subsidiaries have made any dividend payments during
the last four fiscal periods, we do not expect to be liable for STC in South
Africa.
South African resident companies are currently liable to pay STC at a
rate of 12.5% of the net amount of a dividend declared during any dividend
cycle. The STC is levied on the company and does not constitute a withholding
tax on dividends declared. The net amount of a dividend declared is the excess
of the dividend declared by a company over the amount of dividends accruing to
the company during a dividend cycle. A dividend cycle runs from date of
declaration of a dividend to the date of declaration of the next dividend. Thus,
STC will therefore only indirectly affect the U.S. Shareholders, as it will be
incurred and paid by the relevant South African company declaring a dividend.
MARKETABLE SECURITIES TAX AND STAMP DUTY
Listed securities (shares and other marketable securities) purchased
and sold through a stockbroker are subject to marketable securities tax at a
rate of 0.25% of the consideration paid. Where the marketable securities tax is
not payable, stamp duty is payable on the registration of transfer or
acquisition of shares and other marketable securities at a rate of 0.25% of the
consideration or market value for the transfer (whichever is higher).
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MALI
WITHHOLDING TAXES
The Syama and Morila Conventions which establish the economic and
financial regimes applicable to Syama and the Morila mine, respectively, provide
for the free conversion and transfer of net profits distributable to non-Malian
shareholders and loan repayments, provided that all taxes have been paid.
INCOME TAXES RELATING TO US
MALIAN INCOME TAX
Income tax is levied in Mali on net mining profits, as calculated under
the Malian Tax Code. Net mining profits are determined after deducting all
operating costs, depreciation and financing charges (up to 70:30 debt to equity
ratio). Net mining profits are subject to corporate tax at a rate of 35%. There
is also a minimum tax of 0.75% of gross sales with the greater of the corporate
tax or the minimum tax being paid.
ROYALTIES
The Syama and Morila Conventions provide for the payment of a customs
service tax of 3%, and an ad valorem tax of 3% based on the export value of gold
production.
UNITED STATES
The following summary describes certain material U.S. Federal income
tax consequences to U.S. Shareholders arising from the purchase, ownership and
disposition of American Depositary Shares or ordinary shares. This summary is
based on the provisions of the Internal Revenue Code of 1986, as amended, or the
Code, final, temporary and proposed U.S. Treasury Regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all as in
effect as of the date hereof, and all of which are subject to change, possibly
with retroactive effect. This summary has no binding effect or official status
or any kind; we cannot assure holders that the conclusions reached below would
be sustained by a court if challenged by the Internal Revenue Service.
This summary does not deal with all aspects of U.S. Federal income
taxation that may be relevant to particular U.S. Shareholders in light of their
particular circumstances, or to U.S. Shareholders subject to special rules,
including, without limitation, certain retirement plans, insurance companies,
U.S. Shareholders of securities held as part of a "straddle," "synthetic
security," "hedge," "conversion transaction" or other integrated investment,
persons that enter into "constructive sales" involving American Depositary
Shares or ordinary shares or substantially identical property with other
investments, U.S. Shareholders whose functional currency is not the United
States dollar, certain expatriates or former long-term residents of the United
States, financial institutions, broker-dealers, tax-exempt organizations, U.S.
shareholders liable for the alternative minimum tax or U.S. shareholders who own
(directly, indirectly or through attribution) 10% or more of the Company's
outstanding voting stock. The following discussion does not address the effect
of any applicable state, local or foreign tax laws. This summary does not
consider the tax treatment of persons who own American Depositary Shares or
ordinary shares through a partnership or other pass-through entity, and deals
only with American Depositary Shares or ordinary shares held as "capital assets"
as defined in Section 1221 of the Code.
This discussion is addressed only to "U.S. Shareholders", which we
sometimes refer to as "you". A U.S. Shareholder is a holder of American
Depositary Shares or ordinary shares that is a U.S. citizen, an individual
resident in the United States for U.S. Federal income tax purposes, a domestic
corporation, an estate, the income of which is includible in its gross income
for U.S. Federal income tax purposes without regard to its source, or a trust if
either (i) a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to
control all the substantial decisions of the trust or (ii) the trust was in
existence on August 20, 1996 and, in general, would have been treated as a U.S.
Shareholder under rules applicable prior to such time, provided the trust elects
to continue such treatment thereafter.
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U.S. SHAREHOLDERS OF AMERICAN DEPOSITARY SHARES OR ORDINARY SHARES ARE
ENCOURAGED TO CONSULT WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S.
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES, AS WELL AS THE TAX CONSEQUENCES IN
OTHER JURISDICTIONS, OF THE PURCHASE, OWNERSHIP AND SALE OF AMERICAN DEPOSITARY
SHARES OR ORDINARY SHARES APPLICABLE IN THEIR PARTICULAR TAX SITUATIONS.
ADSS
In general, for U.S. Federal income tax purposes, U.S. Shareholders of
ADSs will be treated as the beneficial owners of the ordinary shares underlying
those ADSs.
PASSIVE FOREIGN INVESTMENT COMPANY STATUS
We believe that we were a passive foreign investment company, or PFIC,
for U.S. federal income tax purposes for the taxable year ended 2002, and
anticipate that we will be classified as a PFIC for the 2003 taxable year.
U.S. Shareholders who owned our shares in 2002 will be subject to
reporting requirements for 2002 and succeeding years, even if in subsequent
years we are no longer a PFIC. U.S. Shareholders may also be subject to
increased U.S. tax liabilities if we are a PFIC, even if in subsequent years we
are no longer a PFIC, although shareholder elections may apply in certain
circumstances as described below. The same reporting obligations and tax
consequences will apply to U.S. Shareholders who acquire shares during the 2003
taxable year if our expectation that we will be a PFIC for the 2003 taxable year
is accurate.
We encourage U.S. Shareholders to consult their own tax advisors
regarding our status as a PFIC and the consequences of an investment in a PFIC.
We will be a PFIC in any taxable year if 75% or more of our gross
income in the taxable year, including our pro rata share of the gross income of
any company, U.S. or foreign, in which we are considered to own 25% or more of
the shares by value, is passive income. Alternatively, we will be considered to
be a PFIC in any taxable year if at least 50% of our assets in the taxable year,
averaged over the year and ordinarily determined based on fair market value and
including our pro rata share of the assets of any company in which we are
considered to own, for any year during a U.S. Shareholder's holding period, 25%
or more of the shares by value, are held for the production of, or produce,
passive income. If we were a PFIC, and a U.S. Shareholder did not make an
election to treat us as a "qualified electing fund" or elect to mark-to-market
our ADSs or ordinary shares (each as described below):
o Excess distributions by us to a U.S. Shareholder would be taxed
in a special way. "Excess distributions" are amounts received by
a U.S. Shareholder with respect to our stock in any taxable year
that exceed 125% of the average distributions received by such
U.S. Shareholder from us in the shorter of either the three
previous years or such U.S. Shareholder's holding period for
American Depositary Shares or ordinary shares before the present
taxable year. Excess distributions must be allocated ratably to
each day that a U.S. Shareholder has held our stock. A U.S.
Shareholder must include amounts allocated to the current taxable
year in its gross income as ordinary income for that year. A U.S.
Shareholder must pay tax on amounts allocated to each prior
taxable year in which we were a PFIC at the highest rate in
effect for that year on ordinary income and the tax is subject to
an interest charge at the rate applicable to deficiencies for
income tax.
o The entire amount of gain that is realized by a U.S. Shareholder
upon the sale or other disposition of American Depositary Shares
or ordinary shares will also be treated as an excess distribution
and will be subject to tax as described above.
o The tax basis in shares of our stock that were acquired from a
decedent who was a U.S. Shareholder would not receive a step-up
to fair market value as of the date of the decedent's death but
would instead be equal to the decedent's basis, if lower.
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Although we generally will be treated as a PFIC as to any U.S.
Shareholder if we are a PFIC for any year during a U.S. Shareholder's holding
period, if we cease to satisfy the requirements for PFIC classification, the
U.S. Shareholder may avoid PFIC classification for subsequent years if he, she
or it elects to recognize gain based on the unrealized appreciation in the
American Depository Shares or ordinary shares through the close of the tax year
in which we cease to be a PFIC.
A U.S. Shareholder who beneficially owns shares of a PFIC must file
Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or
Qualified Electing Fund) with the IRS for each tax year in which he, she or it
holds stock in a PFIC. This form describes any distributions received with
respect to these shares and any gain realized upon the disposition of these
shares.
For any tax year in which we are determined to be a PFIC, a U.S.
Shareholder may elect to treat his, her or its ordinary shares as an interest in
a qualified electing fund (a "QEF Election"), in which case the U.S. Shareholder
would be required to include in income currently his, her or its proportionate
share of our earnings and profits in years in which we are a PFIC regardless of
whether distributions of such earnings and profits are actually distributed to
such U.S. Shareholder. Any gain subsequently recognized upon the sale by such
U.S. Shareholder of his, her or its ordinary shares generally would be taxed as
capital gain and the denial of the basis step-up at death described above would
not apply.
A U.S. Shareholder may make a QEF Election with respect to a PFIC for
any taxable year of the U.S. Shareholder. A QEF Election is effective for the
year in which the election is made and all subsequent taxable years of the U.S.
Shareholder. Procedures exist for both retroactive elections and the filing of
protective statements. An additional election is available to defer the payment
of taxes that may result from a QEF Election, although interest must be paid on
any deferred taxes. A U.S. Shareholder making the QEF Election must make the
election on or before the due date, as extended, for the filing of the U.S.
Shareholder's income tax return for the first taxable year to which the election
will apply. A U.S. Shareholder must make a QEF Election by completing Form 8621
and attaching it to his U.S. federal income tax return, and must satisfy
additional filing requirements each year the election remains in effect. We
intend to provide to each U.S. Shareholder, upon request, the tax information
required to make a QEF Election and to make subsequent annual filings.
In the alternative, the U.S. Shareholder of PFIC stock which is
publicly traded could elect to mark the stock to market annually, recognizing as
ordinary income or loss each year an amount equal to the difference as of the
close of the taxable year between the fair market value of the PFIC stock and
the U.S. Shareholder's adjusted tax basis in the PFIC stock. Losses would be
allowed only to the extent of net mark-to-market gain previously included by the
U.S. Shareholder under the election for prior taxable years. If a mark-to-market
election with respect to ADSs or ordinary shares is in effect on the date of a
U.S. Shareholder's death, the normally available step-up in tax basis to fair
market value will not be available. Rather, the tax basis of such ADSs or
ordinary shares in the hands of a U.S. Shareholder who acquired them from a
decedent will be the lesser of the decedent's tax basis or the fair market value
of the ordinary shares. Once made, such election generally continues unless
revoked with the consent of the IRS.
U.S. Shareholders are encouraged to consult their own tax advisors
regarding the eligibility, manner and advisability of making a QEF Election or a
mark-to-market election, and the effect of these elections on the calculation of
the amount of foreign tax credit that may be available to a U.S. Shareholder.
TAXATION OF DIVIDENDS
The gross amount of any distributions received (other than in
liquidation or in redemption of stock that are treated as exchanges) with
respect to American Depositary Shares or ordinary shares (before reduction for
South African income tax, if any, withheld from such distributions) will
constitute dividends for U.S. Federal income tax purposes, to the extent of our
current and accumulated earnings and profits as determined for U.S. Federal
income tax purposes. You will be required to include this amount of dividends in
gross income as ordinary income. Subject to the discussion above under the
heading "Passive Foreign Investment Company Status", distributions in excess of
our earnings and profits generally would be treated as a non-taxable return of
capital to the extent of your tax basis in the American Depositary Shares or
ordinary shares, and any amount in excess of your tax basis generally would be
treated as gain from the sale of American Depositary Shares or ordinary shares.
See "--Disposition of American
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Depositary Shares or Ordinary Shares" below for the discussion on the taxation
of capital gains. Dividends will not qualify for the dividends-received
deduction generally available to corporations under Section 243 of the Code.
Dividends that we pay in Rand, including the amount of any South
African taxes withheld therefrom, will be included in your income in a U.S.
dollar amount calculated by reference to the "spot rate" on the day such
dividends are received or deemed received, regardless of whether the payments
are in fact converted into U.S. dollars. A U.S. Shareholder who receives payment
in Rand and converts Rand into Dollars at an exchange rate other than the rate
in effect on such day may have a foreign currency exchange gain or loss that
would be treated as ordinary income or loss. U.S. Shareholders are encouraged to
consult their own tax advisors concerning the U.S. tax consequences of
acquiring, holding and disposing of Rand. For purposes of this discussion, the
"spot rate" generally means a rate that reflects a fair market rate of exchange
available to the public for currency under a "spot contract" in a free market
and involving representative amounts. A "spot contract" is a contract to buy or
sell a currency on or before two business days following the date of the
execution of the contract. If such a spot rate cannot be demonstrated, the U.S.
Internal Revenue Service (the "IRS") has the authority to determine the spot
rate.
Under the recently enacted Jobs and Growth Tax Relief Reconciliation
Act of 2003, the maximum U.S. Federal income tax rate on certain dividends paid
to individuals through 2008 is reduced to 15%. However, this reduced rate
generally would not apply to dividends paid by us as a result of out status as a
passive foreign investment company in the year the dividends are paid or in the
prior year. See discussion under the heading "Passive Foreign Investment Company
Status." U.S. Shareholders are urged to consult their own tax advisors regarding
the U.S. Federal income tax rate that will be applicable to their receipt of any
dividends paid with respect to the ordinary shares and American Depositary
Shares.
Dividends paid by us will generally be treated as foreign source income
for U.S. foreign tax credit limitation purposes. The limitation on foreign taxes
eligible for credit is calculated separately with respect to specific classes of
income. For this purpose, dividends paid by us in respect of our ordinary shares
or American Depositary Shares, as applicable, generally will be "U.S. passive
income" or, in the case of certain types of U.S. Shareholders, "financial
services income" and therefore any U.S. tax imposed on these dividends cannot be
offset by excess foreign tax credits that you may have from foreign source
income not qualifying as passive income or financial service income,
respectively. In addition, dividend income derived with respect to our ordinary
shares or American Depositary Shares will constitute "portfolio income" for
purposes of the limitation on the use of passive activity losses and, therefore,
generally may not be offset by passive activity losses, and as "investment
income" for purposes of the limitation of the deduction of investment interest
expense.
As discussed under "Taxation - South Africa" above, South Africa
currently does not impose any withholding tax on distributions with respect to
our ordinary shares or American Depositary Shares. Should South Africa decide in
the future to impose a withholding tax on such distributions, the tax treaty
between the United States and South Aftrica would limit the rate of this tax to
5 percent of the gross amount of the distributions if a U.S. Shareholder holds
directly at least 10 percent or our voting stock and to 15 percent of the gross
amount of the distributions in all other cases. In addition, if South Africa
decided in the future to impose a withholding tax on distributions with respect
to the ordinary shares or American Depositary Shares, a determination would need
to be made at such time as to whether any South African income taxes withheld
would be treated as foreign income taxes eligible for credit against a U.S.
Shareholder's U.S. Federal income tax liability, subject to limitations and
conditions generally applicable under the Code. Any such taxes may be eligible
at the election of a U.S. Shareholder for deduction in computing such U.S.
Shareholder's taxable income. The calculation of foreign tax credits and, in the
case of a U.S. Shareholder that elects to deduct foreign taxes, the availability
of deductions is complex and involves the application of rules that depend on a
U.S. Shareholder's particular circumstances. U.S. Shareholders are urged to
consult their own tax advisors regarding the availability to them of foreign tax
credits or deductions in respect of South African income taxes, if any,
withheld.
DISPOSITIONS OF AMERICAN DEPOSITARY SHARES OR ORDINARY SHARES
If you sell or otherwise dispose in a taxable transaction American
Depositary Shares or ordinary shares, you will recognize gain or loss for U.S.
Federal income tax purposes in an amount equal to the difference between the
U.S. dollar value of the amount realized on the sale or other disposition and
your adjusted tax basis in American Depositary Shares or ordinary shares.
Subject to the discussion above under the heading "Passive Foreign
-90-
Investment Company Status," such gain or loss generally would be capital gain or
loss and generally would be long-term capital gain or loss if you have held the
American Depositary Shares or ordinary shares for more than one year at the time
of the sale or other disposition. In general, any gain that you recognize on the
sale or other taxable disposition of American Depositary Shares or ordinary
shares will be U.S. source for purposes of the foreign tax credit limitation;
losses will generally be allocated against U.S. source income. Deduction of
capital losses is subject to certain limitations under the Code.
In the case of a cash basis U.S. Shareholder who receives Rand in
connection with the sale or taxable disposition of American Depositary Shares or
ordinary shares, the amount realized will be based on the spot rate as
determined on the settlement date of such exchange. A U.S. Shareholder who
receives payment in Rand and converts Rand into U.S. Dollars at a conversion
rate other than the rate in effect on the settlement date may have a foreign
currency exchange gain or loss that would be treated as ordinary income or loss.
An accrual basis U.S. Shareholder may elect the same treatment required
of cash basis taxpayers with respect to a sale or taxable disposition of
American Depositary Shares or ordinary shares, provided that the election is
applied consistently from year to year. Such election may not be changed without
the consent of the IRS. In the event that an accrual basis U.S. Shareholder does
not elect to be treated as a cash basis taxpayer (pursuant to the Treasury
regulations applicable to foreign currency transactions), such U.S. Shareholder
may have a foreign currency gain or loss for U.S. federal income tax purposes
because of differences between the U.S. Dollar value of the currency received
prevailing on the date of sale or other taxable disposition and the settlement
date. Any such currency gain or loss would be treated as ordinary income or loss
and would be in addition to gain or loss, if any, recognized by such U.S.
Shareholder on the sale or taxable disposition of such American Depositary
Shares or ordinary shares.
You may incur South African stamp duty or marketable securities tax in
connection with a subsequent registration of transfer of ordinary shares. See
"--South Africa--Marketable Securities Tax and Stamp Duty on the Shares". In
such case, stamp duty or marketable securities tax, as applicable, will not be a
creditable tax for U.S. foreign tax credit purposes, but will be deductible. In
the case of an individual U.S. shareholder, such deduction will be subject to
specified limits on the deductibility of investment expenses.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Payments in respect of American Depositary Shares or ordinary shares
that are made in the United States or by a U.S. related financial intermediary
may be subject to information reporting to the IRS and to U.S. backup
withholding tax at rates equal to 28% through 2010 and 31% after 2010. Backup
withholding will not apply, however, if you (i) are a corporation or come within
certain exempt categories, and demonstrate the fact when so required, or (ii)
furnish a correct taxpayer identification number and make any other required
certification. Any amount withheld under these rules may be credited against
your federal income tax liability.
Backup withholding is not an additional tax. Amounts withheld under the
backup withholding rules may be credited against a U.S. Shareholder's U.S. tax
liability, and a U.S. Shareholder may obtain a refund of any excess amounts
withheld under the backup withholding rules by filing the appropriate claim for
refund with the IRS.
Any U.S. Shareholder who holds 10% or more in vote or value of our
American Depositary Shares or ordinary shares will be subject to certain
additional United States information reporting requirements.
U.S. GIFT AND ESTATE TAX
An individual U.S. Shareholder of American Depositary Shares or
ordinary shares will be subject to U.S. gift and estate taxes with respect to
American Depositary Shares or ordinary shares in the same manner and to the same
extent as with respect to other types of personal property.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
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G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
You may request a copy of our U.S. Securities and Exchange Commission
filings, at no cost, by writing or calling us at Randgold & Exploration Company
Limited, P.O. Box 82291, Southdale, 2135, South Africa, Attn: D. J. Haddon,
telephone: 011+27-11-309-6000. A copy of each report submitted in accordance
with applicable United States law is available for public review at our
principal executive offices at 5 Press Avenue, Selby, Johannesburg, South
Africa.
A copy of each document (or a translation thereof to the extent not in
English) concerning us that is referred to in this Annual Report, is available
for public view at our principal executive offices at Randgold & Exploration
Company Limited, 5 Press Avenue, Selby, Johannesburg, South Africa, Attn: D. J.
Haddon, telephone: 011+27-11-309-6000.
I. SUBSIDIARY INFORMATION
Not applicable.
-92-
ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
HEDGE POLICY
All of our hedging activities are undertaken by our associated company
RRL, which until June 30, 2002 was accounted for as a subsidiary.
Although, in general, it is not RRL's policy to hedge its gold sales,
RRL believes it is prudent to hedge during times of capital expansion and when
it is required to do so under debt financing arrangements. The market price of
gold has a significant effect on our and RRL's results of operations, our and
RRL's ability to pay dividends and undertake capital expenditures, and the
market price of our and RRL's ordinary shares. Gold prices have historically
fluctuated widely and are affected by numerous industry factors over which we
have no control. The aggregate effect of these factors is impossible for us to
predict.
RRL uses hedging instruments to protect the selling price of some of
its anticipated gold production. These hedging instruments are required by the
terms of the Morila loan with a consortium of financial lenders led by NM
Rothschild. The intended effect of the hedging transactions is to lock in a
minimum sale price for future gold production at the time of the transactions,
and reduce the impact on RRL of a future fall in gold prices.
Morila SA's hedging is administered by AngloGold's treasury department
which acts upon the recommendations of a joint financial committee within the
guidelines set by a policy agreed between the partners and approved by the
board.
All of Morila's derivative transactions must be in compliance with the
terms and conditions of the Morila Loan Agreement. That agreement places the
following limits on Morila's production:
o forward sales and call options sold are limited to 60% of
Morila's forecasted production in a given year; and
o put options may be purchased up to 100% of Morila's forecasted
production in a given year.
The above limits apply to a maximum of the planned production of Morila
until expiration of the Morila Loan Agreement.
The current position is that approximately 17% of Morila's planned
production is sold forward at $275 per ounce for the years 2003 to 2004. RRL
also bought calls amounting to approximately 6% of Morila's production at prices
from $350 per ounce to $360 per ounce to allow further participation in any
significant upside in the gold price.
During the year ended December 31, 2001, we and RRL adopted Statement
of Financial Accounting Standard 133 ("FAS 133"): Accounting for Derivative
Instruments and Hedging Activities, effective January 1, 2001. Under FAS 133,
all derivatives are recognized on the balance sheet at their fair value, unless
they meet the criteria for the normal sales exemption. On the date a derivative
contract is entered into, we designate the derivative for accounting purposes as
either a hedge of the fair value of a recognized asset or liability (fair value
hedge) or a hedge of a forecasted transaction (cash flow hedge). Some derivative
transactions, while providing effective economic hedges under our risk
management policies, do not qualify for hedge accounting.
We formally document all relationships between hedging instruments and
hedged items, as well as our risk management objective and strategy for
undertaking various hedge transactions. This process includes linking
derivatives designed as hedges to specific assets and liabilities or to specific
firm commitments or forecasted transactions. We formally assess, both at the
hedge inception and on an ongoing basis, whether the derivatives that are used
in hedging transactions are highly effective in offsetting changes in fair
values or cash flows of hedged items.
-93-
With the adoption of FAS 133 at January 1, 2001, certain of our
derivatives qualified for cash flow hedge accounting resulting in a net of tax,
cumulative effect of change in accounting principle adjustment of $1.5 million,
net of minority shareholders interest, recorded in other comprehensive income.
The cumulative effect adjustment was required to record the fair value of those
derivative instruments on the balance sheet, which previously qualified for
hedge accounting and were not recorded on the balance sheet.
FOREIGN CURRENCY SENSITIVITY
In the normal course of business, we enter into transactions
denominated in foreign currencies (primarily U.S. dollar). In addition, we have
investments in a number of different currencies (primarily U.S. dollar). As a
result, we are subject to transaction and transaction exposure from fluctuations
in foreign currency exchange rates. As a result of the South African rand having
depreciated against the U.S. dollar since the dates of our initial investments,
unrealized exchange profits have been achieved on the net investments held in
U.S. dollar. We do not currently hedge our exposure to foreign currency exchange
rates.
COMMODITY PRICE SENSITIVITY
GENERAL
Our exposure to commodity price sensitivity is through its
associate RRL.
The market price of gold has a significant effect on our and RRL's
results of operations, our and RRL's ability to pay dividends and undertake
capital expenditures and the market prices of our and RRL's ordinary shares.
Gold prices have historically fluctuated widely and are affected by
numerous industry factors over which we have no control. The aggregate effect of
these factors is not possible for us to predict.
Details of financial instruments as at December 31, 2002 held by RRL
are as follows:
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
------------------------------------------ -----------------------------------------
PUTS PURCHASED FORWARD SALES CALLS PURCHASED CALLS SOLD
------------------ ------------------ ------------------ ------------------
$ PER $ PER $ PER $ PER
MATURITY DATES OUNCE OUNCE OUNCE OUNCE OUNCE OUNCE OUNCE OUNCE
- --------------------------- ------- ------- ----- -------- ------- -------- ------- -------
Morila
(attributable portion)
December 31, 2003.......... - - 60,581 275 21,446 350 - -
December 31, 2004.......... - - 51,941 275 18,384 360 - -
Details of financial instruments as at December 31, 2001 held by RRL
were as follows:
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
---------------------------------------- -----------------------------------------
PUTS PURCHASED FORWARD SALES CALLS PURCHASED CALLS SOLD
----------------- ------------------ ------------------ -----------------
$ PER $ PER $ PER $ PER
MATURITY DATES OUNCE OUNCE OUNCE OUNCE OUNCE OUNCE OUNCE OUNCE
- --------------------------- ------- ------ ------- ----- ------- ------- ----- -----
Morila
(attributable portion)
December 31, 2002.......... 24,000 275 67,296 275 23,832 340 24,000 310
December 31, 2003.......... - - 60,581 275 21,446 350 - -
December 31, 2004.......... - - 51,941 275 18,384 360 - -
SYAMA
December 31, 2004.......... - - - - - - 148,500 353
The following tables describe RRL's commodity contracts as at December
31, 2002, by type of contract:
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(a) Contracts where exposure to downward and upward movements in the
gold price is eliminated:
FAIR VALUE
YEAR ENDED DECEMBER 31, DECEMBER 31,
------------------------------------- 2002
CONTRACT TYPE 2003 2004 2005 TOTAL ($ MILLIONS)
- --------------------------- ------- -------- ------- ------- ------------
$ Forward sales
Ounces..................... 60,581 51,941 - 112,522
$ per ounce................ 275 275 - 275
Total hedged position
(ounces)................. 60,531 51,941 - 112,522 (8.3)
(b) Contracts where exposure to downward movement in the gold price is
eliminated but upward participation in gold price movement remains:
FAIR VALUE
YEAR ENDED DECEMBER 31, DECEMBER 31,
----------------------------------- 2002
CONTRACT TYPE 2003 2004 2005 TOTAL ($ MILLIONS)
- --------------------------- ------ -------- ------ ------- ------------
$ calls purchased
Ounces..................... 21,446 18,384 39,830
$ per ounce................ 350 360 355 0.8
The following table sets forth a sensitivity analysis of the
mark-to-market valuations of RRL's hedges as at December 31, 2002:
SENSITIVITY TO CHANGE IN GOLD PRICE AT DECEMBER 31, 2002
--------------------------------------------------------
Change in $ gold
spot price................. $30 $20 $10 ($10) ($20) ($30)
Mark-to-market ($ millions) (6.7) (4.5) (2.3) 2.4 4.8 7.4
SENSITIVITY TO CHANGE IN WEIGHTED AVERAGE $ INTEREST RATE AT DECEMBER 31, 2002
------------------------------------------------------------------------------
Change in $ interest rates. $1.5% $1.0% $0.5% ($0.5%) ($1.0%) ($1.5%)
Mark-to-market ($ millions) (0.9) (0.6) (0.3) 0.3 0.6 0.9
SENSITIVITY TO CHANGE IN GOLD LEASE RATE AT DECEMBER 31, 2002
-------------------------------------------------------------
Change in base rates....... $1.5% $1.0% $0.5% ($0.5%) ($1.0%) ($1.5%)
Mark-to-market
($ millions)............... 1.2 0.8 0.4 (0.4) (0.8) (1.2)
COMMODITY HEDGING EXPERIENCE
Somisy entered into hedging arrangements with NM Rothschild as part of
the International Finance Corporation project financing for Syama in August
1998.
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The contracts taken out at the time were:
Forward sale contracts: 1999........... 50,000 ounces at $299.67 per ounce
2000........... 135,000 ounces at $311 per ounce
2001........... 135,000 ounces at $311 per ounce
Call options: 54,000 at $325 per ounce for each of 2000 and 2001
During 1999, due to the continued decrease in the gold price, it was
decided that some income could be earned by selling options. $1.6 million was
earned in option premiums.
In May 1999, in order to finance an International Finance Corporation
loan repayment, the Syama 320,000 ounce forward sales were restructured to a
lower price. RRL realized $3.4 million in cash from the transaction.
As a result of the significant increase in the gold price in October
1999, the Syama hedge book was further restructured from forward contracts into
put options purchased and call options sold. Put options for 135,000 ounces per
annum for each of 2000, 2001 and 2002 were paid for by the same quantity of call
options sold at prices from $322 per ounce to $338 per ounce to form a zero-cost
collar.
During the second quarter of 2000, and as part of the Morila financing
arrangements, RRL entered into 700,000 ounces of forward sales contracts at $275
per ounce. At the same time, RRL entered into contracts for 248,000 ounces of
call options purchased at prices between $330 and $360 per ounce to allow RRL to
participate in any significant upward move in the gold price.
In the second quarter of 2001, the Syama position was closed out except
for 148,500 ounces of call options sold at $353 per ounce. The proceeds of $4.3
million were used as part payment of the International Finance Corporation loan.
In August 2002, the remaining speculative instruments comprising
148,500 call options were closed out at a cost of $1.8 million payable in 2004.
The accounting effects of RRL's hedging activities were as follows:
A gain of $7.4 million arose for the year ended December 31, 2001. $1.7
million related to the change in the mark-to-market between December 31, 2000
and 2001, for those Syama instruments that do not qualify for hedge accounting.
$4.3 million of the gain related to profits generated on the close out of the
portion of the Syama book in 2001. The balance of $1.4 million relates to the
amortization of the balance of the deferred gain which arose as part of the May
1999 Syama hedge book restructuring.
RRL has utilized three counterparties for its current hedge book. These
counterparties are international banks which have not failed to perform as
required under their hedging arrangements.
The total fair value of the above financial instruments as at December
31, 2002 was a loss of $7.5 million (December 31, 2001: unrecognized loss of
$2.5 million). These counterparties collectively hold against less than 50% of
RRL's revenue, individually and aggregated, over the 3 years these hedges have
existed. None of the counterparties are affiliates or parties related to the
Group.
During the year ended December 31, 2002, RRL sold 421,126 ounces of
gold at an average price of $308 per ounce. At a gold price of approximately
$310 per ounce, product sales would have amounted to approximately $131 million
for the year, a reduction of approximately $1 million in sales.
INTEREST RATE SENSITIVITY
We generally do not undertake any specific actions to cover our
exposure to interest rate risk and at December 31, 2002 were not party to any
interest rate risk management transactions.
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At December 31, 2002, our assets and liabilities include short-term
variable rate instruments. The fair value of these instruments would not change
significantly as a result of changes in interest rates as a result of their
short-term nature and variable interest rate, respectively.
At December 31, 2002 the fair value of our long term liabilities,
including the short-term portion of these liabilities, excluding loans from
outside shareholders in subsidiaries, was estimated at $3.6 million. The
aggregate hypothetical loss in earnings on an annual basis from a hypothetical
increase of 10 percent of the South African prime rate is estimated to be $0.06
million.
Because our net earnings exposure with respect of debt instruments was
to the South African monthly prime rate, the hypothetical loss was modeled by
calculating the 10 percent adverse change in the South African monthly prime
rate multiplied by the fair value of the respective debt instrument.
ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
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PART II
ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
There has been no material default in the payment of principal,
interest, a sinking or purchase fund installment, or any other material default
with respect to any of our indebtedness.
ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not applicable.
ITEM 15 CONTROLS AND PROCEDURES
An evaluation was performed on the effectiveness of the design and
operation of our disclosure controls and procedures within the 90-day period
prior to filing this report under the supervision and with the participation of
our management, including our Chief Executive Officer and the Chairman of our
Audit Committee. Based upon that evaluation, our Chief Executive Officer and the
Chairman of our Audit Committee concluded that the design and operation of our
disclosure controls and procedures were effective. No significant changes were
made in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
ITEM 16 [RESERVED]
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PART III
ITEM 17 FINANCIAL STATEMENTS
Not applicable.
ITEM 18 FINANCIAL STATEMENTS
The following financial statements and related auditors' reports are
filed as part of this Annual Report:
RANDGOLD & EXPLORATION COMPANY LIMITED
Report of the Independent Accountants ............................... F-1
Consolidated Statements of Operations for the years ended December 31,
2002, 2001 and 2000 ................................................. F-2
Consolidated Balance Sheets as of December 31, 2002 and 2001 ........ F-4
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2002, 2001 and 2000 .................................... F-6
Consolidated Statements of Comprehensive Income for the years ended
December 31, 2002, 2001 and 2000 .................................... F-9
Consolidated Statements of Cash Flow for the years ended December 31,
2002, 2001 and 2000 ................................................. F-10
Notes to Consolidated Financial Statements .......................... F-12
RANDGOLD RESOURCES LIMITED
Report of the Independent Accountants ............................... F-49
Consolidated Statements of Operations for the years ended December 31,
2002, 2001 and 2000 ................................................. F-50
Consolidated Balance Sheets as of December 31, 2002 and 2001 ........ F-51
Consolidated Statements of Shareholders' Equity for the years ended
December 31, 2002, 2001 and 2000 .................................... F-52
Consolidated Statements of Cash Flow for the years ended December 31,
2002, 2001 and 2000 ................................................. F-53
Notes to Consolidated Financial Statements .......................... F-54
SOCEITE DES MINES DE MORILA
Report of the Independent Auditors .................................. F-91
Statements of Operations for the years ended December 31,
2002, 2001 and 2000 ................................................. F-92
Balance Sheets as of December 31, 2002 and 2001 ..................... F-93
Statements of Shareholders' Equity for the years ended
December 31, 2002, 2001 and 2000 .................................... F-94
Statements of Cash Flow for the years ended December 31,
2002, 2001 and 2000 ................................................. F-95
Notes to the Financial Statements ................................... F-96
REPORT OF THE INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Randgold & Exploration Company
Limited
We have audited the accompanying consolidated balance sheets of Randgold &
Exploration Company Limited ("the Company") and its subsidiaries and associates
as of December 31, 2002 and 2001, and the related consolidated statements of
operations, comprehensive income, cash flows and of changes in shareholders'
equity for the years ended December 31, 2002, 2001 and 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company and its
subsidiaries and associates at December 31, 2002 and 2001 and the results of
their operations, their cash flows and their changes in shareholders' equity for
each of the three years in the period ended December 31, 2002, in conformity
with accounting principles generally accepted in the United States.
As discussed in note 2 to the consolidated financial statements the Company
changed its policy of accounting for derivative financial instruments.
/s/ PRICEWATERHOUSECOOPERS INC.
Chartered Accountants (SA)
Registered Accountants and Auditors
Johannesburg, Republic of South Africa
July 14, 2003
F-1
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
$'000 $'000 $'000
REVENUES
Product sales - 16,723 48,617
Dividends and interest income 304 2,082 2,500
Management fees and other fees received 86 38 364
Profit on sale of interest in Morila - - 124,979
Other 1,248 1,732 6,530
------ ------ ------
1,638 20,575 182,990
------ ------ ------
COSTS AND EXPENSES
Mine production costs - 19,172 53,332
Royalties - 1,053 2,808
General and administration expenses 1,083 5,753 6,568
Exploration and corporate expenditure 5,859 9,611 11,843
Depreciation and amortization 838 2,149 11,065
Interest expense 2,661 6,130 16,606
Loss on disposal of listed investments 143 1,323 3,375
Impairment of assets - Syama mine - - 74,606
Additional provision for post-retirement
benefits - 3,010 -
Loss/(gain) on financial instruments 1,145 (7,638) (3,602)
Employment termination costs - 1,470 -
Stock compensation 1,797 1,739 -
Other 1,377 3,128 1,637
------ ------ ------
14,903 (46,976) (178,238)
------ ------ ------
(LOSS)/INCOME BEFORE TAXES (13,265) (26,401) 4,752
Income tax expense - (126) (355)
------ ------ ------
(LOSS)/INCOME BEFORE EQUITY INCOME AND (13,265) (26,527) 4,397
MINORITY INTEREST
Equity income of associate 25,383 - -
Equity income of joint venture 18,339 32,482 7,908
Minority interest (2,969) (6,362) (6,823)
------ ------ ------
NET INCOME/(LOSS) 27,488 (407) 5,482
------ ------ ------
See notes to the consolidated financial statements
F-2
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
$'000 $'000 $'000
BASIC EARNINGS/(LOSS) PER SHARE (CENTS) 64 (0.9) 13
== ==== ==
WEIGHTED AVERAGE SHARES USED IN THE COMPUTATION 43,037,126 41,578,185 41,404,729
========== ========== ==========
DILUTED EARNINGS PER SHARE (CENTS) 63 - 13
========== ========== ==========
WEIGHTED AVERAGE SHARES USED IN THE COMPUTATION 43,446,490 - 41,520,665
========== ========== ==========
No cumulative effect adjustment for the adoption of FAS 133 on January 1, 2001
has been disclosed in the consolidated statement of operations. This is because
the derivatives which did not qualify for hedge accounting and would have
required a cumulative effect adjustment upon adoption of FAS 133, in the
statement of operations, were held by Morila SA or the Morila joint venture. The
equity income of the Morila joint venture for fiscal 2001 is accounted for net
of the cumulative effect adjustment for the adoption of FAS 133.
See notes to the consolidated financial statements
F-3
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 2002 AND 2001
2002 2001
$'000 $'000
ASSETS
CURRENT ASSETS
Cash and cash equivalents 2,541 2,395
Receivables 718 13,488
Inventories - 2,921
------ ------
TOTAL CURRENT ASSETS 3,259 18,804
------ ------
PROPERTY, PLANT AND EQUIPMENT
Cost 2,719 47,378
Accumulated depreciation and amortization 1,020 35,846
------ ------
NET PROPERTY, PLANT AND EQUIPMENT 1,699 11,532
------ ------
OTHER LONG-TERM ASSETS
Cost - 859
Accumulated depreciation and amortization - 859
------ ------
NET OTHER LONG-TERM ASSETS - -
------ ------
INVESTMENTS 17,345 8,902
------ ------
INVESTMENT IN JOINT VENTURE - 48,287
------ ------
INVESTMENT IN ASSOCIATE 57,209 -
------ ------
TOTAL ASSETS 79,512 87,525
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities 6,697 13,232
Current portion of long-term liabilities 3,615 9,037
Bank overdraft - 1,708
------ ------
TOTAL CURRENT LIABILITIES 10,312 23,977
------ ------
See notes to the consolidated financial statements
F-4
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 2002 AND 2001
2002 2001
$'000 $'000
PROVISION FOR ENVIRONMENTAL REHABILITATION - 2,032
PROVISION FOR POST RETIREMENT BENEFITS 6,005 4,506
LONG TERM LIABILITIES - 30,727
LOANS FROM MINORITY SHAREHOLDERS IN SUBSIDIARIES - 21,625
LIABILITIES ON FINANCIAL INSTRUMENTS - 1,030
INTEREST OF MINORITY SHAREHOLDERS IN
SUBSIDIARIES (NET OF LOSSES) - (7,945)
SHAREHOLDERS' EQUITY
Share capital
Authorized:
75,000,000 Ordinary shares of South African
Rand 0.01 each, for all periods presented
Issued:
43,696,256 (December 2001: 41,701,921) 120 118
Additional paid-in capital 91,554 89,504
Accumulated losses (106,411) (133,899)
Accumulated other comprehensive income 77,932 55,850
-------- --------
TOTAL SHAREHOLDERS' EQUITY 63,195 11,573
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 79,512 87,525
======== ========
Commitments and contingencies - see note 23
See notes to the consolidated financial statements
F-5
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ACCUMULATED
ADDITIONAL OTHER
NUMBER OF SHARE PAID ACCUMULATED COMPREHENSIVE
ORDINARY CAPITAL IN CAPITAL LOSSES INCOME/(LOSS) TOTAL
SHARES $'000 $'000 $'000 $'000 $'000
BALANCE AT DECEMBER 31, 1999 41,394,162 118 89,288 (138,974) 47,169 (2,399)
Net income - - - 5,482 - 5,482
Exercise of employee stock options and other
issues 43,257 - 32 - - 32
Unrealized loss on available-for-sale securities - - - - (2,033) (2,033)
Translation adjustment - - - - (116) (116)
---------- -------- ---------- --------- ---------- --------
BALANCE AT DECEMBER 31, 2000 41,437,419 118 89,320 (133,492) 45,020 966
---------- -------- ---------- --------- ---------- --------
See notes to the consolidated financial statements
F-6
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ACCUMULATED
ADDITIONAL OTHER
NUMBER OF SHARE PAID ACCUMULATED COMPREHENSIVE
ORDINARY CAPITAL IN CAPITAL LOSSES INCOME/(LOSS) TOTAL
SHARES $'000 $'000 $'000 $'000 $'000
BALANCE AT DECEMBER 31, 2000 41,437,419 118 89,320 (133,492) 45,020 966
Net loss - - - (407) - (407)
Exercise of employee stock options and other
issues 264,502 - 184 - - 184
Unrealized gain on available-for-sale securities - - - - 6,044 6,044
Net loss on dilution of holding in Randgold
Resources Limited due to additional shares issued
to minority shareholders and share buyback - - - - (831) (831)
Cumulative effect of change in accounting policy
in respect of FAS 133 - - - - 1,475 1,475
Movement in cash flow hedges - - - - (2,450) (2,450)
Translation adjustment - - - - 6,592 6,592
---------- -------- ---------- --------- ---------- --------
BALANCE AT DECEMBER 31, 2001 41,701,921 118 89,504 (133,899) 55,850 11,573
---------- -------- ---------- --------- ---------- --------
See notes to the consolidated financial statements
F-7
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ACCUMULATED
ADDITIONAL OTHER
NUMBER OF SHARE PAID ACCUMULATED COMPREHENSIVE
ORDINARY CAPITAL IN CAPITAL LOSSES INCOME/(LOSS) TOTAL
SHARES $'000 $'000 $'000 $'000 $'000
BALANCE AT DECEMBER 31, 2001 41,701,921 118 89,504 (133,899) 55,850 11,573
Net profit - - - 27,488 - 27,488
Exercise of employee stock options and other
issues 1,994,335 2 2,050 - - 2,052
Unrealized gain on available-for-sale securities - - - - 10,212 10,212
Net dilution gain due to share capital
movements in subsidiary / associate - - - - 10,126 10,126
Movement in cash flow hedges - - - - (3,508) (3,508)
Transfer from foreign currency translation - - - - (2,732) (2,732)
reserve
Transfer to distributable reserve - - - - 2,732 2,732
Share of movement of paid in capital in
subsidiary / associate due to stock
compensation expense - - - - 3,703 3,703
Translation adjustment - - - - 1,549 1,549
---------- -------- ---------- --------- ---------- --------
BALANCE AT DECEMBER 31, 2002 43,696 256 120 91,554 (106,411) 77,932 63,195
---------- -------- ---------- --------- ---------- --------
See notes to the consolidated financial statements
F-8
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
$'000 $'000 $'000
NET INCOME/(LOSS) 27,488 (407) 5,482
------ ----- -----
OTHER COMPREHENSIVE INCOME/(LOSS)
Unrealized gain/(loss) on available-for-sale
securities 10,212 6,044 (2,033)
Foreign currency translation adjustment 1,549 6,592 (116)
Net dilution gain due to share capital
movements in subsidiary / associate 10,126 (831) -
Cumulative effect of change in accounting
principle, net of tax - 1,475 -
Transfer from foreign currency translation (2,732) - -
reserve
Transfer to distributable reserve 2,732 - -
Share of movement of paid in capital in
subsidiary / associate due to stock
compensation expense 3,703
Movement in cash flow hedges (3,508) (2,450) -
------ ------ -----
OTHER COMPREHENSIVE INCOME/(LOSS)
22,082 10,830 (2,149)
------ ------ -----
COMPREHENSIVE INCOME / (LOSS) 49,570 10,423 3,333
====== ====== ======
See notes to the consolidated financial statements
F-9
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
$'000 $'000 $'000
CASH FLOWS FROM OPERATIONS
(Loss)/income before taxes, equity income
and minority interests (13,265) (26,401) 4,752
Depreciation and amortization 838 2,149 11,065
Deferred and capitalized interest (net) 395 642 1,631
Loss on disposal of affiliates and
investments 143 1,323 3,375
Non-cash revenue items (737)
Loss/(gain) on liabilities on financial
instruments 1,145 (7,638) (2,258)
Profit on sale of Morila - - (124,979)
Net (increase)/decrease in provision for
environmental rehabilitation - (968) 1,772
Profit on disposal of inventory of Syama - 296 -
Net increase/(decrease) in post-retirement -
benefits 899 -
Impairment of assets - Syama mine - - 74,606
Income and mining taxes paid - - 129
Effects of changes in operating working
capital items:
- - receivables (2,190) 4,631 (4,785)
- - inventories 297 3,236 (1,323)
- - accounts payable and accrued liabilities 3,757 (5,825) 942
------- ------- -------
Net cash utilized in operations (9,617) (27,656) (35,073)
------- ------- -------
See notes to the consolidated financial statements
F-10
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
$'000 $'000 $'000
CASH FLOW FROM INVESTING ACTIVITIES
Additions to property, plant and
equipment and other long term assets (174) (4,944) (12,258)
Proceeds on disposal of affiliates, listed
and other non-current investments 5,409 2,139 5,306
Proceeds on disposal of property, plant -
and equipment and other long-term 2,407 -
assets
Proceeds on sale of Morila - - 132,000
Dividends received from the joint venture 9,400 6,400 -
Loans and investment received
from/(provided to) the joint venture - 15,673 (17,080)
Post-retirement benefits paid - - (284)
Cash held by RRL on becoming an
associate (2,954)
Cash held by Morila on disposal of
interest - - (1,263)
------ ------ -------
Net cash provided by investment activities 11,681 21,675 106,421
------ ------ -------
CASH FLOWS FROM FINANCING ACTIVITIES
Ordinary shares issued 2,052 184 32
Loans from and interest of outside
shareholders in subsidiaries
(repaid)/received - (31,634) 1,422
Long-term loans (repaid)/received (net,
including short-term portion) (6,778) (23,963) (7,465)
Proceeds received on financial instruments - 4,300 -
Increase/(decrease) in bank overdraft 338 (159) (16,704)
------ ------ -------
Cash utilized in financing activities (4,388) (51,272) (22,715)
------ ------ -------
Effects of exchange rate changes on cash
and cash equivalents 2,470 2,513 5,633
------ ------ -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 146 54,740 54,266
CASH AND CASH EQUIVALENTS AT BEGINNING OF
YEAR 2,395 57,135 2,869
------ ------ -------
CASH AND CASH EQUIVALENTS AT END OF YEAR 2,541 2,395 57,135
====== ====== =======
See notes to the consolidated financial statements
F-11
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
1. NATURE OF OPERATIONS
The Group, directly or indirectly through subsidiaries and associated
companies, is engaged in gold mining and exploration activities in Africa.
The Group currently has an indirect equity interest in one operating mine
in Mali, West Africa, the Morila Gold Mine, which commenced production in
October 2000 and one operation in Mali under care and maintenance namely
the Syama mine. Gold bullion, the principal product of the Company's
subsidiaries and associates, is currently produced and sold in Mali.
The main focus of exploration work is undertaken by the Group's associate,
Randgold Resources Limited ("RRL") on the Group's advanced projects in
Mali West, around Morila and in Northern Cote d'Ivoire. Recently,
exploration activities have been extended to Senegal and Tanzania. The
Group also has two projects at feasibility stage, Loulo in Western Mali
and Tongon in Cote d'Ivoire. The Company identifies various stages of
feasibility for its projects. The Loulo project has been advanced from the
exploration phase through early feasibility stage involving preliminary
financial evaluation of the viability of the project to a final
feasibility stage. The final feasibility stage entails the development of
a detailed plant and infrastructure design an environmental impact study
and a full financial analysis to enable a development decision to be made.
The Tongon project is at an earlier stage of feasibility, where the data
currently available is less accurate, requiring further detailed work to
be performed. The data currently available is of a sufficient level for
preliminary economic analysis to be undertaken. The Company does not
capitalize any expenditure until a decision to develop a project is made.
The significant associate of the Group is currently RRL, a company listed
on the London Stock Exchange. In July 2002, RRL listed on the Nasdaq and
simultaneously issued 5 million ordinary shares to new shareholders. This
resulted in the Group's investment in RRL being reduced from 59% to 48%.
From July 2002 RRL has therefore not been consolidated as a subsidiary,
but accounted for by the equity method as an associate company. RRL has a
controlling interest in Somisy S.A. (Somisy), which operates the Syama
mine and Somilo S.A. (Somilo) which conducts exploration activities over
the Loulo site. RRL holds an effective 40% interest in Morila, following
the sale to AngloGold Limited ("AngloGold") on July 3, 2000 of one-half of
RRL's wholly-owned subsidiary, Morila Limited. Management of Morila
Limited, the 80% shareholder of Morila, is effected through a joint
venture committee, with RRL and AngloGold each appointing one-half of the
members of the committee. AngloGold Services Mali S.A. ("Anser"), a
subsidiary of AngloGold, is the operator of Morila.
At December 31, 2002, the Group also owned a 100% interest in Minrico
Limited, a company formed to hold its portfolio of South African mineral
rights. Subsequent to year end. Marathodi Resources, an empowerment
company, obtained a 26% interest in Minrico for a nominal consideration.
Marathodi Resources brings to Minrico their empowerment expertise.
In January 2001, the Group, through its then significant subsidiary RRL,
announced the suspension of mining operations at Syama, which ceased at
the end of February 2001. Processing of stockpiles continued until early
December 2001, when the operation was placed on care and maintenance.
Activities at the Syama mine have now been reduced to rehabilitation and
monitoring work. Subsequent to year end RRL entered into and option
agreement with the Australian mining company, Resolute Mining ("Resolute")
over its interest in Syama. In terms of the agreement Resolute has been
given a 12-month period in which to conduct a due diligence at Syama, in
exchange for a monthly payment of $75,000 to RRL for a period of 12
months.
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES: The preparation of the financial statements in
conformity with United States generally accepted accounting principles
requires the Company's management to make assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
F -12
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
The following are accounting policies used by the Company which have been
consistently applied for all periods presented, except as disclosed under
consolidation and derivatives.
FOREIGN CURRENCY: The functional currency is the South African Rand. The
translation differences arising as a result of converting to US dollars
using the current exchange rate method, is included as a separate
component of shareholders' equity.
For self-sustaining foreign entities, assets and liabilities are
translated using the closing rates at year end, and income statements are
translated at average rates. Differences arising on translation are taken
directly to shareholders' equity. The Company's investment in RRL, whose
functional currency is the United States Dollar, is accounted for in this
manner.
CONSOLIDATION: The consolidated financial information includes the
financial statements of the Company, its subsidiaries and associates and
the Group's share of its joint ventures and associates net income and net
assets.
A company in which the Group holds directly or indirectly, through other
subsidiary undertakings, a controlling interest is classified as a
subsidiary undertaking. Subsidiaries are consolidated from the date
control is transferred to the Group and are no longer consolidated from
the date control ceases. The minority interest in the consolidated equity
and in the consolidated results are disclosed separately.
Any excess or deficits of the purchase price when compared to the fair
value of the subsidiary or joint venture acquired is attributed to mineral
property interests and amortized in terms of the Group accounting
policies.
During 2001 the Group adopted EITF Issue 00-01 "Investor Balance Sheet and
Income Statement Display under the Equity Method for Investments in
Certain Partnerships and Other Ventures" in accounting for its interest in
the Morila Limited joint venture. EITF 00-01 requires that investments in
incorporated joint ventures be accounted for using the equity method of
accounting. Previously the Group had followed the long-standing practice
in the extractive industry of accounting for incorporated joint ventures
using the proportionate consolidation method. Upon adoption of EITF 00-01,
the Group was required to restate all comparative financial information
presented, to reflect the equity method of accounting.
Joint ventures are those investments in which the Group has joint control
and are accounted for pursuant to the equity method. The results of joint
ventures are included from the date of formation and up to the date of
disposal of the Company's interest in the joint venture or dissolution of
the joint venture. Intercompany accounts and transactions are eliminated
on consolidation.
INVESTMENTS IN ASSOCIATES : Investments in associates are accounted for by
the equity method of accounting. These are entities in which the Group has
a long term interest and over which it exercises significant influence,
but not control. Equity accounting involves recognising in the statement
of operations the Group's share of the associates post acquisition profit
or loss for the year. The Group's interests in the associates are carried
in the balance sheet at an amount that reflects its share of the net
assets of the associate and includes the unamortised portion of the excess
of the purchase price over the fair value of attributable assets of an
associate at date of acquisition. Where the fair value of attributable
assets of an associate exceeds the purchase price, the investment is
carried on the balance sheet at cost, plus the amortised portion of the
excess. In addition, the carrying value of the investment in foreign
associates includes any exchange differences on translation. Any excess or
deficit of the purchase price over the attributable net assets of the
associate is amortised over the useful lives of the underlying assets.
CASH AND CASH EQUIVALENTS include all highly liquid investments with a
maturity of three months or less at the date of purchase.
F-13
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
NON-CURRENT LISTED INVESTMENTS: Investments in listed companies which are
classified as available-for-sale are accounted for at fair value, with
unrealized holding gains and losses excluded from earnings and reported as
a separate component of shareholders' equity unless it is felt that a
significant decline in the value of the investment, other than temporary,
has occurred, in which case it is reported in earnings.
INVENTORIES, which comprises of consumable stores are stated at the lower
of cost or net realizable value. The cost of consumable stores is
determined principally by the weighted average cost method.
EXPLORATION COSTS are expensed as incurred. Costs related to property
acquisitions and mineral and surface rights are capitalized.
UNDEVELOPED PROPERTIES upon which the Group has not performed sufficient
exploration work to determine whether significant mineralisation exists,
are carried at original cost. Where the directors consider that there is
little likelihood of the properties being exploited, or the value of the
exploitable rights have diminished below cost, a write down is recorded as
exploration expense in its statement of operations.
DEVELOPMENT COSTS AND MINE PLANT FACILITIES relating to existing mines are
capitalized. Development costs consist primarily of direct expenditure to
develop an ore body for economic exploitation and to expand the production
capacity of existing operating mines. Following the completion of a
bankable feasibility study, development costs, which include interest on
borrowed funds, used to place new mines into production and to complete
major development projects at operating mines are capitalized. Ongoing
costs to maintain production are expensed as incurred.
DEFERRED STRIPPING COSTS: The costs of waste stripping in excess of the
expected pit life average stripping ratio are deferred and charged to
production when the actual ratio is below the expected average ratio. The
expected pit life average stripping ratio is calculated as the ratio of
future anticipated waste tonnes to be mined, to anticipated future ore
tonnes to be mined. This ratio is recalculated annually in light of
additional knowledge and changes in estimates. The expected pit life ratio
is then compared to waste associated with ore mined during the period so
as to calculate the deferred stripping costs to be deferred or released
for the period.
NON-MINING FIXED ASSETS: Land is recorded at cost and not depreciated.
Buildings and other non-mining fixed assets, including motor vehicles,
office equipment and computer equipment are recorded at cost less
accumulated depreciation, and are depreciated over useful lives of two to
five years.
DEPRECIATION AND AMORTIZATION: Long lived assets include mining
properties, mine development cost and mine plant facilities. These assets
have useful economic lives which exceed that of the life of the mine.
Depreciation and amortization are therefore charged over the life of the
mine based on estimated ore tonnes contained in proven and probable
reserves. Proven and probable ore reserves reflect estimated quantities of
economically recoverable reserves, which can be recovered in the future
from known mineral deposits. Short lived assets, include motor vehicles,
office equipment and computer equipment, are depreciated over estimated
useful lives of two to five years.
MINING PROPERTY EVALUATIONS: Recoverability of the long-term assets of the
Group, which include development costs, deferred stripping costs and
undeveloped property costs, together with other current assets, is
reviewed whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. These estimates are subject to
risks and uncertainties including future metal prices. It is therefore
reasonably possible that changes could occur which may affect the
recoverability of the mining assets. Reductions in the carrying value of
the long-term assets of mines are recorded to the extent the remaining
investment exceeds the estimate of future discounted net cash flows.
REHABILITATION COSTS and related accrued liabilities, which are based on
the Group's interpretation of current environmental and regulatory
requirements, are accrued and expensed over the operating lives of the
mines, principally by the units-of-production method based on estimated
proved and probable ore reserves.
F-14
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Based on current environmental regulations and known rehabilitation
requirements, management has included its best estimate of these
obligations in its rehabilitation accrual. However, it is reasonably
possible that the Company's estimates of its ultimate rehabilitation
liabilities could change as a result of changes in regulations or cost
estimates.
Environmental liabilities, other than rehabilitation costs, which relate
to liabilities arising from specific events, are expensed when they are
known, probable and reasonably estimable.
PROVISIONS are recognized when information is available prior to the
issuance of the financial statements which indicate that it is probable
that an asset has been impaired or a liability has been incurred at the
date of the financial statements and the amount can be reasonably
estimated.
GOLD SALES: Revenue arising from gold sales is recognized when the risks
and rewards of ownership and title pass to the buyer under the terms of
the applicable contract and the pricing is fixed and determinable.
INTEREST is recognized on a time proportion basis, taking into account the
principal outstanding and the effective rate over the period to maturity,
when it is determined that such income will accrue to the Company.
DERIVATIVES: Statement of Financial Accounting Standard 133 ("SFAS 133"),
Accounting for Derivative Instruments and Hedging Activities, was adopted
by the Group with effect from January 1, 2001.
Previously gains and losses on derivative instruments, which effectively
established minimum prices for designated future production were
recognized in revenue when the planned production was delivered.
Previously if an instrument regarded as a hedge was sold, extinguished or
terminated prior to delivery of the planned production, losses were
recognized at the date of sale or closure, and any gains were deferred
until the original designated delivery date. Derivatives which were not
designated to future production were accounted for on a mark-to-market
basis and the associated gains and losses were immediately recognized in
income.
Under SFAS 133, all derivatives are recognized on the balance sheet at
their fair value, unless they meet the criteria for the normal purchases
normal sales exemption.
On the date a derivative contract is entered into, the Group designates
the derivative for accounting purposes as (1) a hedge of the fair value of
a recognized asset or liability (fair value hedge), (2) a hedge of a
forecasted transaction (cash flow hedge) or (3) a hedge of a net
investment in a foreign entity. Certain derivative transactions, while
providing a degree of economic hedges under the Group's risk management
policies, do not qualify for hedge accounting.
Changes in the fair value of a derivative that is highly effective, and
that is designated and qualifies as a cash flow hedge, are recognized
directly in other comprehensive income. Amounts deferred in other
comprehensive income are included in the statement of operations in the
same periods during which the hedge firm commitment or forecasted
transaction affects net profit or loss.
Changes in the fair value of a derivative that is highly effective, and
that is designated and qualifies as a fair value hedge, are recognized in
earnings, along with the change in fair value of the hedged asset or
liability that is attributable to the hedged risk.
Changes in the fair value of derivatives that do not qualify for hedge
accounting are recognized in the statement of operations.
The Group formally documents all relationships between hedging instruments
and hedged items, as well as its risk management objective and strategy
for undertaking various hedge transactions. This process includes linking
derivatives designed as hedges to specific assets and liabilities or to
specific firm commitments for forecasted transactions. The Group formally
assesses, both at the hedge inception and at the end of each
F-15
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
accounting period, whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair values or
cash flows of hedged items.
With the adoption of SFAS 133 at January 1, 2001, certain of the Group's
derivatives qualified for cash flow hedge accounting resulting in a net of
tax, cumulative effect of change in accounting principle adjustment of
$1.5 million, net of minority shareholders' interest, recorded in other
comprehensive income. The cumulative effect adjustment was required to
record the fair value of those derivative instruments on the balance
sheet, which previously qualified for hedge accounting and were not
recorded on the balance sheet.
PENSION PLANS AND OTHER EMPLOYEE BENEFITS:
Pension and provident funds
The Group contributes to a number of retirement plans on behalf of its
employees, all of which are defined contribution in nature. The Group's
contributions to these plans are charged to the statement of operations as
incurred.
Post retirement medical benefits
The Company has an obligation to provide certain medical aid benefits to
certain retirees and their dependents. Liabilities for these retirees and
their dependents is accrued for in full based upon an actuarial valuation.
INCOME AND MINING TAXES: The Group follows the comprehensive liability
method of accounting for income and mining taxes, whereby deferred income
and mining taxes are recognized for the tax consequences of timing
differences, by applying current statutory tax rates to differences
between financial statement amounts and the tax bases of assets and
liabilities. Deferred tax assets are recognized for temporary differences
which result in deductible amounts in future periods. A valuation
allowance is recorded to reduce the carrying amounts of deferred tax
assets unless it is more likely than not that such assets will be
realized. Changes in deferred tax assets and liabilities include the
impact of any tax rate changes enacted during the year.
DIVIDENDS PAID are recognized when declared by the board of directors.
Dividends are payable in South African Rands. Dividends declared to
foreign shareholders are subject to approval by the South African Reserve
Bank in terms of South African foreign exchange control regulations. In
practice, dividends are freely transferable to foreign shareholders.
EARNINGS/(LOSS) PER SHARE is computed by dividing net income/(loss)
divided by the weighted average number of shares in issue during the year.
Fully diluted earnings per share is presented when the inclusion of
potential common shares has a dilutive effect on earnings per share.
RECENT PRONOUNCEMENTS:
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 143, "Accounting for Asset
Retirement Obligations" ("SFAS 143"). SFAS 143 establishes accounting
standards for recognition and measurement of a liability at fair value for
an asset retirement obligation and an addition to the associated asset
retirement cost. The accretion of interest expense each period is
subsequently recorded as an expense and added to the liability. The Group
is required to adopt SFAS 143 effective January 1, 2003. The Group has
determined that the adoption of FAS 143 will not have a material impact on
its results of operations and financial position.
In April 2002, the FASB issued Statements of Accounting Standards No. 145,
"Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS 13, and Technical
Corrections as of April 2002" ("SFAS 145"). SFAS 145
F-16
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of
Debt," SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers",
and SFAS 64, "Extinguishments of Debt made to satisfy Sinking-Fund
requirements". As a result, gains and losses from extinguishment of debt
will no longer be classified as extraordinary items unless they meet the
criteria of unusual or infrequent as described in Accounting Principles
Boards Opinion 30, "Reporting the Results of Operations - Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions". In addition, SFAS 145
amends SFAS 13, "Accounting for Leases", to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the
required accounting for certain lease modifications that have economic
effects that are similar to sale-leaseback transactions. SFAS 145 also
amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability
under changed conditions. SFAS 145 is effective for fiscal years beginning
after May 15, 2002. The Group has determined that the adoption of SFAS 145
will not have a material impact on its results of operations and financial
position.
In June 2002, the FASB issued Statement of Accounting Standards No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
146"). This Statement addresses financial accounting and reporting for
costs associated with exit or disposal activities and nullifies Emerging
Issues Task Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS
146 eliminates the definition and requirements for recognition of exit
costs in EITF 94-3. SFAS 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the
liability is incurred. Under EITF 94-3, a liability for an exit cost as
defined in EITF 94-3 was recognized at the date of an entity's commitment
to an exit plan. SFAS 146 also concludes that an entity's commitment to a
plan, by itself, does not create a present obligation to others that meets
the definition of a liability. SFAS 146 also establishes that fair value
is the objective for initial measurement of the liability. SFAS 146 is
effective for exit or disposal activities initiated after December 31,
2002. The Group has determined that the adoption of SFAS 146 will not have
a material impact on its results of operations and financial position.
In December 2002, the FASB issued Statements of Financial Accounting
Standards No 148, "Accounting for Stock-Based Compensation Transition and
Disclosure - an amendment of FAS 123". Under FAS 148, the statement
provides alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure
requirements of Statement 123 to require prominent disclosure on both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. The amendments to Statement 123 in paragraphs 2(a)-2(e)
of this statement shall be effective for financial statements for fiscal
years ending after December 15, 2002. Earlier application of the
transition provisions in paragraphs 2(a)-2(d) is permitted for entities
with a fiscal year ending prior to December 15, 2002, provided that
financial statements for the 2002 fiscal year have not been issued as of
the date this Statement is issued. Early application of the disclosure
provisions in paragraph 2(e) is encouraged. The Group has adopted the
disclosure provisions of paragraph 2(e) of SFAS 148, and as it will
continue to apply APB 25 and its related interpretations in accounting for
its stock option plan, SFAS 148 will not have an impact on its results of
operations and financial position.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others an interpretation of FASB Statements
No. 5, 57, and 107 and rescission of FASB Interpretation No. 34" ("FIN
45"). This interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. It also clarifies
that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee.
This interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over the term
of the related guarantee. This interpretation also incorporates, without
F-17
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
change, the guidance in FASB Interpretation No. 34, Disclosure of Indirect
Guarantees of Indebtedness of Others, which is being superseded. The
initial recognition and initial measurement provisions of this
interpretation are applicable on a prospective basis to guarantees issued
or modified after December 31, 2002, irrespective of the guarantor's
fiscal year-end. The disclosure requirements in this Interpretation are
effective for financial statements of interim or annual periods ending
after December 15, 2002. The interpretive guidance incorporated without
change from Interpretation 34 continues to be required for financial
statements for fiscal years ending after June 15, 1981 - the effective
date of Interpretation 34. The Group has determined that FIN 45 will have
no impact on its results of operations and financial position as it has
issued no guarantees to external parties.
In January 2003, the FASB issued FASB Interpretation No. 46 "Consolidation
of Variable Interest Entities - an interpretation of ARB No. 51 " ("FIN
46"). This interpretation of Accounting Research Bulletin No. 51.
Consolidated Financial Statements, addresses consolidation by business
enterprises of variable interest entities which have one or both of the
following characteristics:
The equity investment at risk is not sufficient to permit the entity to
finance its activities without additional subordinated financial support
from other parties, which is provided through other interests that will
absorb some or all of the expected losses of the entity;
The equity investors lack one or more of the following essential
characteristics of a controlling financial interest:
o The direct or indirect ability to make decisions about the entity's
activities through voting rights or similar rights.
o The obligation to absorb the expected losses of the entity if they
occur, which makes it possible for the entity to finance its
activities.
o The right to receive the expected residual returns of the entity if
they occur, which is the compensation for the risk of absorbing the
expected losses.
This Interpretation applies immediately to variable interest entities
created after January 31, 2003, and to variable interest entities in which
an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable interest that it
acquired before February 1, 2003. The Interpretation applies to public
enterprises as of the beginning of the applicable interim or annual
period, and it applies to nonpublic enterprises as of the end of the
applicable annual period. This Interpretation may be applied prospectively
with a cumulative-effect adjustment as of the date on which it is first
applied or by restating previously issued financial statements for one or
more years with a cumulative-effect adjustment as of the beginning of the
first year restated. The Group has determined that FIN 46 will have no
impact on its results of operations and financial position as it is not a
party to any transactions with variable interest entities.
In April 2003 the Financial Accounting Standards Board (FASB) issued
Statement No. 149 ("SFAS 149"), Amendment of SFAS No. 133 on Derivative
Instruments and Hedging Activities. The Statement amends and clarifies
accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under
SFAS 133. In particular, it (1) clarifies under what circumstances a
contract with an initial net investment meets the characteristic of a
derivative as discussed in SFAS 133, (2) clarifies when a derivative
contains a financing component, (3) amends the definition of an underlying
to conform it to the language used in FIN 45 and (4) amends certain other
existing pronouncements.
F-18
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003, except as stated below and for hedging relationships
designated after June 30, 2003.
The provisions of SFAS 149 that relate to SFAS 133 Implementation Issues
that have been effective for fiscal quarters that began prior to June 15,
2003, should continue to be applied in accordance with their respective
effective dates. In addition, certain provisions relating to forward
purchases or sales of when-issued securities or other securities that do
not yet exist, should be applied to existing contracts as well as new
contracts entered into after June 30, 2003. SFAS 149 should be applied
prospectively.
The Group does not expect that the adoption of this Statement will have a
material impact on its results of operations and financial position.
In May 2003 the FASB issued Statement of Financial Accounting Standards
No. 150 ("SFAS 150"), Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. SFAS 150 modifies the
accounting for certain financial instruments that, under previous
guidance, issuers could account for as equity. The Statement requires that
those instruments be classified as liabilities in statements of financial
position.
SFAS 150 affects an issuer's accounting for three types of freestanding
financial instruments, namely:
o Mandatorily redeemable shares, which the issuing company is obligated
to buy back in exchange for cash or other assets.
o Financial instruments, other than outstanding shares, that do or may
require the issuer to buy back some of its equity shares in exchange
for cash or other assets.
o Unconditional obligations that can be settled with equity shares, the
monetary value of which is fixed, tied solely or predominantly to a
variable such as a market index, or varies inversely with the value of
the issuer's equity shares.
SFAS 150 does not apply to features embedded in financial instruments that
are not derivatives in their entirety.
In addition to its requirements for the classification and measurement of
financial instruments within its scope, SFAS 150 also requires disclosures
about alternative ways of settling such instruments and the capital
structure of entities, all of whose shares are mandatorily redeemable.
SFAS 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. The Group is currently
evaluating the impact of SFAS 150 on its results of operations and
financial position.
F-19
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
3. IMPAIRMENT OF LONG TERM ASSETS - SYAMA MINE
In view of the continued operating costs being higher than the gold price,
the future cash flows of the Syama mine were lower than the net carrying
value of its long-term assets. Impairment write-downs amounting to $nil in
2002, $nil in 2001 and $74.6 million in 2000 were made against the
long-term assets of Syama. These represented the excess of the book value
of long-term assets over the net present value of the future cash flow of
the Syama mine, and were calculated as follows:
TOTAL TOTAL TOTAL
2002 2001 2000
$'000 $'000 $'000
Property, plant and equipment (Syama) - net - - 53,548
Ore stockpiles - - 4,465
Insurance spares - - 10,815
Deferred stripping costs - - -
Other receivables - - 5,778
------ ------ ------
Total - - 74,606
Net present value of Syama cash flows -
------ ------ ------
Impairment write-down - - 74,606
------ ------ ------
Accounted for as follows:
Write-down of deferred stripping costs - - -
Write-down of property, plant and equipment - - 53,548
Write-down of insurance spares - - 10,815
Other receivables - - 5,778
Ore stockpiles - - 4,465
------ ------ ------
- - 74,606
====== ====== ======
At the end of 1999, Syama had a life of mine plan, based on an assumed
reliable power supply and the anticipated performance of its newly
commissioned expanded treatment facility. At that time, management
expected the forecast throughput and recovery of Syama to be achievable
with the installed equipment, given a reliable power supply.
In November 1998, on commissioning of the second phase of the Syama
expansion program, power generation became problematic. In the first few
months of 1999, several of the recently commissioned Fairbanks Morse
generators failed, placing a strain on the aging Caterpillar plant. This
prevented the achievement of a steady state of operation. It became
apparent that Syama would not achieve its forecasted mine plan without an
alternate source of power. During June 1999, Syama entered into an
agreement with Rolls-Royce whereby Rolls-Royce undertook to maintain and
operate the Fairbanks Morse power plant while installing their Allen 5012
units. The first unit arrived on site during October 1999 with a scheduled
commissioning date of February 2000.
When further delays in commissioning of the Rolls-Royce power units were
experienced in February 2000, the Group purchased four additional
Caterpillar 3516 units, at a cost of $0.36 million.
F-20
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
These events described above severely affected Syama's ability to meet its mine
plan. As at December 31, 1999, the Group deemed that there were indications on
impairment at the Syama operation and tested the Syama operation for impairment.
The impairment charge was recognized based upon the following assumptions:
o Recoverable proven and probable reserves of 2.12 million ounces as at
December 31, 1999, to be mined annually at a rate of 265,000 ounces over a
period of 8 years;
o Sales price estimates based upon an average gold price of $300 per ounce,
or $636 million;
o A discount rate of 8%, which represented Syama's cost of borrowings, plus
an amount relating to the risks relating to this project;
o Cash cost estimates based upon current working cost estimates of $250 per
ounce, or $530 million; and
o Capital cost estimates based upon current estimates of future development
costs to mine the current proven and probable reserves of $8.3 million, of
which $4.8 million related to the two Allen 5012 units and $3.5 million
related to an upgrading of the plant.
A revised life of mine plan for the year 2000 was prepared based upon the
imminent availability of the Rolls-Royce generated power. The revised mine plan
indicated that with the timely supply of reliable power, the forecasted
production levels could be achieved. However, during the second quarter of 2000,
it became clear that the promised delivery of the reliable power supply from
Rolls-Royce would not occur as planned, and in the third quarter of 2000 Syama
instructed Rolls-Royce to remove their equipment from the operations. The Group
made this request even though the contract with Rolls-Royce did not expressly
provide that Rolls-Royce was in breach of the contract. At that time,
Rolls-Royce was also on site at the Company under contract to operate the
Group's existing power plant. Rolls-Royce continued to attempt to commission
their engines.
During the middle of 2000, due to the fact that Syama was still incurring
operational losses and the lack of a reliable power supply, the Group revised
the Syama mine plan. The Group deemed that there were indications of impairment
at the Syama operation and tested the Syama operation for impairment. The
impairment charge was recognized based upon the following assumptions:
o Recoverable proven and probable reserves of 1.68 million ounces as at June
30, 2000, to be mined annually at a rate of 240,000 ounces of a period of 7
years;
o Sales price estimates based upon an average gold price of $300 per ounce,
or $504 million;
o A discount rate of 8%, which represented Syama's cost of borrowings plus an
amount relating to the risks related to this project; and
o Cash cost estimates based upon current working cost estimates of $250 per
ounce, or $420 million.
The first Allen 5012 unit commenced testing in late November 2000 and RRPV
claimed to have commissioned the number 2 Allen engine in January 2001. The
Group disputed this claim, since power interruptions continued. During the
Rolls-Royce' power trials, plant availability was severely impaired as a result
of the frequent power outages affecting the entire plant, which also resulted in
equipment motor damage.
Syama had built up significant accumulated losses. With no apparent short-term
solution to the power generation problems, Syama has already decided to scale
back its operations in June 2000 and was attempting to run profitably at lower
levels of production using its own, non-Rolls-Royce generators. The scaling back
of operations continued in October 2000 with the development of a 30-month plan,
which involved the extraction of the remaining exposed ore in the pit with
limited waste stripping while the cessation of operations was considered.
As at December 31, 2000, due to the fact the Syama was still incurring
operational losses and the lack of reliable power supply, the Group deemed that
there were indications of impairment at the Syama operation and
F-21
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
tested the Syama operation for impairment. The impairment charge was recognized
based upon the following assumptions:
o Recoverable proven and probable reserves of 123,000 ounces as at December
31, 2000, to be mined over a period of 30 months;
o Sales price estimates based upon an average gold price of $290 per ounce,
or $35.7 million;
o A discount rate of 0%; and
o cash cost estimates based upon current working cost estimates of $285 per
ounce, or $35.1 million.
As the carrying value of the long-term assets exceeded the estimated future cash
flows, an impairment write down was calculated.
In the first half of April 2001, following the catastrophic failure of the first
Allen engine, Syama formally ended the contractual relationship with Rolls-Royce
by rescinding the contract. The Company believes it was entitled to rescind the
contract as a matter of law, although rescission was not an express remedy under
the contract. Shortly following the rescission, Rolls-Royce made an informal
oral offer to the Company to supply alternative power. The Company rejected the
offer, as a scale back in operations removed the need for additional power.
Rolls-Royce disputed the rescission of the contract, giving rise to the current
litigation between the parties.
The Company never recognized a capital lease obligation in its financial
statements in connection with its contract with Rolls-Royce because there was no
obligation on the part of the Company to pay for either engine unless and until
an engine was commissioned. None of the Rolls-Royce engines were ever
commissioned.
4. EMPLOYMENT TERMINATION COSTS
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2000
$'000 $'000 $'000
Employment termination costs - 1,470 -
===== ===== =====
The $1.5 million retrenchment expense was as a result of the closure of
operations at Syama mine.
F-22
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
5. INCOME AND MINING TAXES
5.1 INCOME TAX EXPENSE IS MADE UP AS FOLLOWS:
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2000
$'000 $'000 $'000
Foreign taxation - mining - (126) (355)
Current
- - Income tax - - -
----- ----- -----
- (126) (355)
Deferred
- - income tax - - -
----- ----- -----
Total income tax expense - (126) (355)
===== ===== =====
South African non-mining current tax is paid at 30%. For the years presented, no
significant mining operations were conducted in South Africa. Foreign taxation
consists of taxation paid by the Malian company, Somisy (SA), which is based on
the greater of 35% of that company's taxable profit, or 0.74% of gross revenue
earned by the company. The operating joint venture, Morila, benefits from a five
year tax holiday in Mali. The tax holiday of Morila expires on November 1, 2005.
The benefit of the tax holiday to the Group was to increase its net income by
$15.0 million, $11.3 million and $2.8 million, due to not recording its share of
Morila's tax expense for the years ended December 31, 2002, 2001and 2000,
respectively. Accordingly had the Group not benefited from the tax holiday in
Mali, earnings per share would have been reduced by $0.35, $0.27 and $0.07 for
the years ended December 31, 2002, 2001and 2000 respectively. Thus, the tax
accounting for the Group on a consolidated basis for 2001 and 2000 reflects the
tax accounting for its suspended operation, Somisy. Under Malian tax law, income
tax is based on the greater of 35% of taxable income or 0.75% of gross revenue.
Major items causing the Company's income tax provision to differ from the
estimated effective South African non-mining tax rate of 30% were as follows:-
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31 DECEMBER 31 DECEMBER 31
2002 2001 2000
$'000 $'000 $'000
Tax at statutory rate (9,137) (1,836) (3,798)
Disallowable expenditure/deferred income and
mining tax asset valuation allowances (3,740) (8,036) (35,770)
Non-taxable income/additional deductions 12,877 9,746 39,213
------ ------ -------
Total income and mining tax expense - (126) (355)
====== ====== =======
As at December 31, 2002, the Group had estimated tax losses of US$14.4 million
in South Africa, which do not have an expiration date and are available for off
set against future taxable profits of the Group.
F-23
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
5.2 DEFERRED INCOME AND MINING TAX LIABILITIES AND ASSETS ARE MADE UP AS
FOLLOWS:
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2000
$'000 $'000 $'000
Deferred income and mining tax liabilities:
- - depreciation and amortization - - -
------- -------- -------
Gross deferred income and tax assets:
- - assessable tax loss carry forwards (14,413) (140,776) (98,100)
- - provisions, including rehabilitation accruals (1,801) (6,538) (6,606)
------- -------- -------
Gross deferred income and mining tax assets: (16,214) (147,314) (104,706)
- - deferred income and mining tax asset
valuation allowances 16,214 147,314 104,706
------- -------- -------
Net deferred income and mining tax assets - - -
------- -------- -------
Net deferred income and mining tax liability - - -
======= ======== =======
The operations at Syama had assessable non-capital tax loss carry forwards of
$118.5 million and $101.5 million at December 31, 2001 and December 31, 2000
respectively and capital expenditure carry forwards of $81.3 million and $78.2
million at December 31, 2001 and December 31, 2000 respectively for deduction
against future mining income. The assessable non-capital tax loss carry forwards
do not expire, however the capital expenditure carry forward losses are
available only for the Syama operations and expire within five years as follows:
Fiscal 2003 23.9
Fiscal 2004 17.2
Fiscal 2005 9.0
Fiscal 2006 1.9
The Morila operation had no assessable capital expenditure carry forwards as at
December 31, 2001 and 2000 respectively, for deduction against future mining
income.
F-24
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
6. EARNINGS PER SHARE
FOR THE YEAR ENDED DECEMBER 31, 2002
INCOME PER SHARE
$'000 SHARES AMOUNT
(NUMERATOR) (DENOMINATOR) $
BASIC EARNINGS PER SHARE
Shares outstanding January 1, 2002 - 41,701,921 -
Weighted number of shares issued - 1,335,205 -
------ ---------- ----
Income available to shareholders 27,488 43,037,126 0.64
====== ========== ====
EFFECT OF DILUTIVE SECURITIES
Stock options issued to employees - 409,364 -
------ ---------- ----
Fully diluted earnings per share 27,488 43,446,490 0.63
====== ========== ====
FOR THE YEAR ENDED DECEMBER 31, 2001
INCOME PER SHARE
$'000 SHARES AMOUNT
(NUMERATOR) (DENOMINATOR) $
BASIC LOSS PER SHARE
Shares outstanding January 1, 2001 - 41,437,419 -
Weighted number of shares issued - 140,766 -
------ ---------- ----
(407) 41,578,185 (0.01)
====== ========== ====
No diluted loss per share has been calculated for the year ended December 31,
2001.
F-25
RANDGOLD & EXPLORATION COMPANY LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
FOR THE YEAR ENDED DECEMBER 31, 2000
INCOME PER SHARE
$'000 SHARES AMOUNT
(NUMERATOR) (DENOMINATOR) $
BASIC EARNINGS PER SHARE
Shares outstanding January 1, 2000 - 41,394,162 -
Weighted number of shares issued - 10,567 -
------ ---------- ----
Income available to shareholders 5,482 41,404,729 0.13
====== ========== ====
EFFECT OF DILUTIVE SECURITIES
Stock options issued to employees - 115,938 -
------ ---------- ----
Fully diluted earnings per share 5,482 41,520,667 0.13
====== ========== ====
The Convertible bonds have been ignored in computing the fully diluted earnings
per share for the year ended December 31, 2000 due to the bond conversion price
being in excess of the current market price of the Company's shares. No diluted
loss per share has been calculated for the year ended December 31, 2001 as the
Company was in a loss making position.
7. RECEIVABLES
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Trade - -
Taxation debtors - 3,490
Interest and other 718 7,276
Syama equipment debtors - 2,722
--- ------
718 13,488
=== ======
8. INVENTORIES
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Consumable stores - 2,921
--- ------
- 2,921
=== ======
F-26
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
9. PROPERTY, PLANT AND EQUIPMENT - NET
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Mining properties, mine development
costs and mine plant facilities - 11,224
Other non-mining assets 1,699 308
------ ------
1,699 11,532
====== ======
Included in property, plant and equipment are undeveloped property costs of $nil
(2001: $9.7 million). In April of the 2001 year, the Group acquired additional
undeveloped property of $1.3 million through acquisition of an additional 29% of
Somilo from Normandy LaSource.
Accumulated depreciation is not adjusted upon recognition of an impairment
charge, as by adjusting the impairment charge against the historical cost of
property, plant and equipment, the net carrying value of property, plant and
equipment is adjusted to its recoverable amount.
10. INVESTMENTS
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Other listed investments 17,345 8,902
====== =====
Other listed investments comprise investments in listed South African companies.
These investments are classified as available-for-sale, and are accounted for at
fair value.
In terms of a scrip lending agreement entered into on 1 April 2000, listed
investments with a fair value of $11.4 million (R98.5 million) have been lent
out until June 30, 2003, for a fee of R1 million ($0.12 million). The Company
has received security cover of 1.5 times the value of the loaned shares in the
form of Western Areas Limited shares.
F-27
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
11. INVESTMENT IN JOINT VENTURE
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Investment in Morila Limited
Comprise of:
Opening balance 48,287 24 988
Investment and loans at cost made during the -
period -
Interim funding/loans repaid during the period - (15,673)
Original excess of Morila purchase price - 15,835
allocated to property plant and equipment
Share of equity income for the period 18,339 32,482
Share of dividends received (9,400) (6,400)
Share of movement in cash flow hedges (net) (4,728) (1,745)
Amortization of original excess purchase price
allocated to property plant and equipment (723) (1,200)
------ ------
51,775 48,287
Transferred to associate (51,775) -
------ ------
- 48,287
====== ======
RRL, which previously had been a subsidiary, became an associate in
July 2002, and subsequent to that date its interest in Morila Limited
has been accounted for as part of the investment in associate (refer to
note 12 and note 20.1.1)
F-28
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
12. INVESTMENT IN ASSOCIATE
DECEMBER 31,
2002
$'000
Investment in Randgold Resources Limited ("RRL")
Comprise of:
Opening balance 20,625
Net gain on share capital movements in subsidiary
/ associate 10,126
Share of equity income for the period 25,383
Share of movement in cash flow hedges (net) (876)
Share of movement in additional paid in capital
due to stock compensation expense 1,951
------
57,209
======
At the time of Randgold Resources' listing on Nasdaq in July 2002, it issued 5
million new shares to new shares to new shareholders. This resulted in Randgold
& Exploration's portion of the total Randgold Resources shareholding reducing
from 59% to 48%. From July 2002 Randgold Resources is therefore not consolidated
as a subsidiary, but accounted for by the equity method as an associate company.
Subsequent to this date profits from Randgold Resources are shown as a single
line item in the consolidated financial statements.
In terms of an scrip lending agreement 952 481 of the Group's shares in Randgold
Resources Limited have been lent out until June 30, 2003 for a fee. Security
cover of 1.4 times the value of the loaned shares has been received in the form
of Western Areas Limited shares
13. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Trade - 4,097
Payroll and compensation 84 132
Related party payables 4,684 2,957
Interest and other 1,929 5,131
----- ------
6,697 12,317
===== ======
The related party payables are in respect of a loan from Consolidated Mining
Management Services Limited ("CMMS") of US$3.7 million (2001: US$2.3 million)
and restructuring costs incurred on behalf of the Group by Western Areas Limited
of US$1.0million (2001: US$0.6 million). The full outstanding amount in respect
of the loan from CMMS has been repaid during June 2003.
F-29
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
14. PROVISION FOR ENVIRONMENTAL REHABILITATION
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Accrued rehabilitation costs - 2,032
===== =====
During fiscal 2002, Randgold Resources, which previously had been a subsidiary,
became an associate and at December 31, 2002 its rehabilitation liabilities are
therefore not disclosed as such on the balance sheet.
Although limited environmental rehabilitation regulations currently exist in
Mali to govern the mines, management has based the environmental rehabilitation
accrual using the standards as set by the World Bank, which require an
environmental management plan, and annual environmental report, a closure plan,
an up-to-date register of plans of the facility, preservation of public safety
on closure, carrying out rehabilitation works and ensuring sufficient funds
exist for the closure works. However, it is reasonably possible that the Group's
estimate of its ultimate rehabilitation liabilities could change as a result of
changes in regulations or cost estimates.
The Group is committed to rehabilitation of its properties and to ensure that it
is adequately provided to do so it makes use of independent environmental
consultants to advise it and it also use past experience in similar situations
to ensure that the provisions for rehabilitation are adequate.
There are no other potentially responsible parties to consider for cost sharing
arrangements.
The Company carries insurance against pollution including cost of cleanup. At
present, there are no losses and or claims outstanding.
15. PROVISION FOR POST RETIREMENT BENEFITS
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Opening balance 4,506 3,606
Provided during the year - 3,010
Utilized during the year (104) -
Translation adjustment 1,603 (2,110)
----- ------
6,005 4,506
===== ======
F-30
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
The Group has accrued in full for their post-retirement medical cost obligations
based on the latest calculations by independent actuaries which include
appropriate mortality tables and assuming long-term estimates of increases in
medical costs and appropriate discount rates.
The principal assumptions were as follows:
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
- - Medical cost inflation 10.0% 10.0%
- - Valuation interest rate 11.5% 11.5%
16. LONG TERM LIABILITIES
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
-
BRGM 16.1 - 727
Syndicated term loan and revolving
facility 16.2 - 33,000
ABSA short-term loan 16.3 3,615 6,037
------ ------
3,615 39,764
Less: Current portion (3,615) (9,037)
------ ------
- 30,727
====== ======
Long term loans, other than the ABSA loan, are all in respect of the RRL. During
the year, RRL, which previously was a subsidiary, became an associate and at
December 31, 2002, its long term loans were therefore not disclosed as such on
the balance sheet. The relevant details relating to the loans as at the end of
the comparative year, December 31, 2001, are:
16.1 BRGM
The Bureau de Recherches Geologiques et Minieres ("BRGM") loan is
uncollateralized and bears interest at the base rate or Central Bank of
Western African States plus 2%. The loan is repayable from cash flows of
the Loulo mine after repayment of all other loans.
16.2 SYNDICATED TERM LOAN AND REVOLVING FACILITY
NM Rothschild & Sons Limited is acting as agent for a consortium of banks
comprising a syndicated loan facility of US$25 million term loan and
US$10 million revolving credit facility provided to RRL as follows:
F-31
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
i) The syndicated term loan facility of US$25 million bears interest
at US three month LIBOR plus 3.75% per annum. The loan requires
repayment in quarterly installments over 4 years commencing on
January 31, 2002 and is collateralized over substantially all of
RRL's assets, including the RRL's share in Morila Limited. The
weighted average interest rate for the year ended December 31, 2001
was 6.36%
ii) The syndicated revolving facility of US$10 million bears interest
at US three month LIBOR plus 4.25% per annum. The loan requires
repayment by September 2005 and is collateralized over
substantially all of RRL's assets, including RRL's share in Morila
Limited. At December 31, 2001 drawdowns amounted to US$8 million.
Interest of US$0.5 million was paid by RRL during the year. The
weighted average interest rate for the year ended December 31, 2001
was 6.45%.
16.3 ABSA SHORT-TERM LOAN
In September 2001 a R70 million (US$ 5.8 million), one year loan was
obtained from ABSA bank. The loan bore interest at the South African
prime overdraft rate ("prime") for an initial six month period which
ended on March 28, 2002 and at prime plus two percent for the six months
thereafter. During the 2002 fiscal year the terms of the agreement were
renegotiated. The period of the loan was extended to 30 September 2003
and the interest rate changed to the prime rate for the full period of
the loan.
In March 2002 R30 million ($2.9 million) of the capital amount of the
loan was repaid. This was funded by the sale of 1.5 million shares in
Durban Roodepoort Deep Limited. In September 2002 a further R10 million
($1 million) was repaid, leaving an outstanding balance of R30 million
($3.5 million), collaterized by 7 360 000 RRL shares,.at the end of the
2002 fiscal year.
In March 2003 the Group repaid a further R10 million ($1.2 million) on
the loan , and the balance of R20 million ($2.3 million) was settled a
the end of June 2003. The March 2003 repayment was funded from the
proceeds of employee share options exercised. The final settlement in
June 2003 was paid from the proceeds of the sale of RRL shares.
The weighted average interest rate for the year ended December 31, 2002
was 15% (2001 : 13%).
16.4 MATURITIES
The long-term liabilities all mature in the period ended December 31,
2003
F-32
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
17. LOANS FROM MINORITY SHAREHOLDERS IN SUBSIDIARIES
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
SOMISY 17.1
International Finance Corporation -
principal amount - 7,129
Government of Mali - principal amount - 4,345
------ ------
- 11,474
------ ------
International Finance Corporation -
deferred interest - 5,201
Government of Mali - deferred interest - 3,221
------ ------
- 8,422
------ ------
- 19,896
====== ======
SOMILO 17.2
Government of Mali
- - principal amount - 436
- - deferred interest - 1,293
LaSource SAS - -
------ ------
- 1,729
------ ------
Total Somisy and Somilo - 21,625
====== ======
Loans from outside shareholders in subsidiaries are all in respect of RRL.
During the year RRL, which previously was a subsidiary became an associate and
at December 31, 2002, its loans from outside shareholders in subsidiaries were
therefore not disclosed as such on the balance sheet. The relevant details
relating to the loans at the end of the comparative year, December 31, 2001,
are:
17.1 SOMISY
The loans to Somisy are uncollateralized and the principal portion is
repayable in full on December 15, 2002, provided there is "net cash
available" (as defined in the loan agreements) in Somisy.
F-33
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
The original terms of the loans provide for interest, payable monthly at
an average three month US$ LIBOR plus 2%. All or part of the interest due
may be deferred if "net cash available" is insufficient to pay in full.
Deferred interest also incurs interest at the stated rate. To date, no
interest has been paid. Interest has been waived by mutual agreement
between the parties as of May 2001 due to the suspended status of the
operation.
Under the terms of the loans, the minority shareholders have a binding
agreement not to claim payment on these loans until they have made good
their share of the accumulated loss. Unless there is net cash available
at the loan settlement date, the loan will be discharged to the extent of
the minority shareholders share of the accumulated losses.
17.2 SOMILO
The Government of Mali loan to Somilo is uncollateralized and bears
interest at the base rate of the Central Bank of West African States plus
2%. The loan is repayable from cash flows of the Loulo mine after
repayment of all other loans.
The LaSource SAS loan was acquired by the Group in April 2001 when RRL
increased its shareholding from 51% to 80%.
Losses of Somisy and Somilo have been attributed to the minority
shareholders as their loans are not repayable until there is "net
available cash". In the event of a liquidation of Somisy and Somilo the
shareholders loans and deferred interest are not guaranteed.
17.3 OTHER
Losses of Somisy and Somilo have been attributed to the minority
shareholders, as their loans are not repayable until there is "net
available cash". In the event of a liquidation of Somisy or Somilo, the
shareholders' loan and deferred interest are not guaranteed.
18. LIABILITIES ON FINANCIAL INSTRUMENTS
DECEMBER 31, DECEMBER 31,
2002 2001
$'000 $'000
Mark to market of speculative
financial instruments at year-end - 1,030
------ ------
Total - 1,030
====== ======
At December 31, 2002, Randgold Resources is disclosed as an associate and its
liabilities on financial instruments are therefore not disclosed as such on the
balance sheet.
The deferred gain as at December 31, 2001 related to the gain
recognized on restructuring of a portion of the Syama hedge book which was
deferred so as to be realized over the original production profile of the mine.
The deferred gain had been taken to income as a result of the Syama mine being
placed on care and maintenance during that year.
F-34
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
19. EMPLOYEE BENEFIT PLANS
19.1 PENSION AND PROVIDENT FUNDS
The Group contributes to several defined contribution provident funds.
The provident funds are funded on the "money accumulative basis" with the
members' and Group contributions having been fixed in the constitutions
of the funds.
All the Group's employees are covered by the abovementioned retirement
benefit plans other than those directly employed by Somisy and Morila.
Retirement benefits for employees of Somisy and Morila are provided by
the Mali state social security system to which the Group and employees
contribute a fixed percentage of payroll costs each month. Fund
contributions by the Group for the years ended December 31, 2002, 2001
and 2000 amounted to $0.3 million, $0.3 million and $0.5 million
respectively.
19.2 SHARE OPTION SCHEMES
19.2.1 RANDGOLD SHARE OPTION SCHEME
Randgold & Exploration Company Limited ("RG&E) has an Employee
Share Option Scheme ("Randgold Share Option Scheme" hereafter
referred to as the RSOR scheme) under which all employees may be
granted options to purchase shares in the Company's authorized
but unissued common stock. 7 000 000 unissued shares have been
reserved for the RSOR scheme. In terms of the rules of the RSOR
scheme, the option purchase price is equal to fair market value
at the date of grant.
Options currently expire no later than ten years from the grant
date. Two years from grant date, a third of the total options
granted are exercisable. Three years from grant date, a further
third of the options are exercisable and four years from grant
date, a further third of the options are exercisable. Proceeds
received by RG&E from exercises are credited to common stock and
capital in excess of par value.
Tables are denominated in South African Rands ("R"), where
applicable.
The following table summarizes the information relating to the
RSOR options outstanding at December 31, 2002:
OUTSTANDING OPTIONS
WEIGHTED WEIGHTED
AVERAGE AVERAGE
CONTRACTUAL EXERCISE
NUMBER OF LIFE (IN PRICE
SHARES YEARS) (R)
AT DECEMBER 31, 2002
Range of exercise price (R)
5.90 - 11.00 125,359 4.70 7.63
11.01 - 15.50 1,115,150 2.26 12.69
15.51 - 22.25 154,400 3.07 18.14
--------- ---- -----
Total 1,394,909 2.57 12.84
========= ==== =====
F-35
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
19.2.1 RANDGOLD SHARE OPTION SCHEME (CONTINUED)
The following table summarizes the information about the RSOR
options exercisable:
EXERCISABLE OPTIONS
WEIGHTED
AVERAGE
NUMBER EXERCISE
OF PRICE
SHARES (R)
AT DECEMBER 31, 2002
Range of exercise prices (R)
5.90 - 11.00 95,359 8.09
11.01 - 15.50 1,115,150 12.69
15.51 - 22.25 154,400 18.14
--------- -----
Total 1,364,909 12.99
========= =====
Activities of the RSOR share option scheme follow:
AVAILABLE FOR NUMBER OF AVERAGE PRICE
GRANT SHARES PER SHARE
(R)
BALANCE AT DECEMBER 31, 1999 187,131 3,566,127 -
Shares granted during the year (158,519) 158,519 5.90
Shares exercised during the year - (37,500) 6.05
-------- --------- ----
BALANCE AT DECEMBER 31, 2000 28,612 3,687,146 -
Shares lapsed during the year 33,400 (33,400) 6.05
Shares exercised during the year - (264,502) 8.81
-------- --------- ----
BALANCE AT DECEMBER 31, 2001 62,012 3,389,244 -
Shares exercised during the year - (1,994,335) 17.47
-------- --------- ----
BALANCE AT DECEMBER 31, 2002 62,012 1,394,909 -
======== ========= ====
F-36
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
An associate of the Company, RRL (previously a subsidiary) has an employee share
option scheme ("Randgold Resources Share Option Scheme" hereafter referred to as
the RRSOR scheme) under which all employees may be granted options to purchase
shares in RRL's authorized but unissued common stock. During 1998 the rules of
RRSOR scheme were revised whereby up to 10% of the outstanding share capital of
RRL may be reserved for the scheme. As at December 31, 2002, December 31, 2001
and December 31, 2000, 4 121 644, 3 371 644 and 3 307 662 shares respectively,
were available to be granted in terms of the RRSOR scheme rules. In terms of the
rules of the RRSOR scheme, the option purchase price is equal to fair market
value at the date of grant.
On January 29, 2001, 873,200 options granted to various employees at prices
between $4.25 and $10.00 were cancelled and reissued at $3.30, RRL's stock price
at that date, which was lower than the grant price on the original grant date.
These options have been marked to market with reference to the difference
between the grant price and the RRL stock price at year end, with the difference
recognized in earnings as stock compensation expense.
Options currently expire no later than ten years from the grant date. Options
granted to directors and senior management have the following vesting period: at
the date of grant a third of the total option vests, and annually upon
anniversary of the grant date a further third of the total option grant vests.
Options granted to other employees vest as follows: on the second anniversary of
the grant date a third of the total option grant vests, and annually therefore
upon anniversary of the grant date a further third of the total option grant
vests.
The total number of shares available to RRSOR was amended from 10% to 15% of
issued share capital at an extraordinary general meeting held on July 23, 2001.
However, the number of actual shares available for distribution was reduced
following completion of the share buyback scheme in October 2001.
Share option activity was as follows: (all figures are number of shares, except
for average price per share data).
AVAILABLE FOR GRANT NUMBER OF SHARES AVERAGE PRICE
PER SHARE ($)
BALANCE AT DECEMBER 31, 1999 562,734 2,739,457 -
Shares authorized during the year 2,021 - -
Shares lapsed during the year 210,678 (210,678) 4.01
Shares granted during the year (128,000) 128,000 3.64
Shares exercised during the year - (20,213) 3.96
----------- ----------- --------
BALANCE AT DECEMBER 31, 2000 647,433 2,636,566 -
----------- ----------- --------
Amendment to the share option scheme (35,759) 23,664 -
Shares authorized during the year 99,740 - -
Shares lapsed during the year 1,010,259 (1,010,259) 4.65
Shares granted during the year (1,210,000) 1,210,000 3.37
Shares exercised during the year - (1,013,404) 3.06
----------- ----------- --------
BALANCE AT DECEMBER 31, 2001 511,673 1,846,657 -
----------- ----------- --------
Shares authorized during the year 750,000 - -
Shares lapsed during the year 25,322 (25,322) 3.69
Shares granted during the year (1,026,639) 1,026,639 6.48
Shares exercised during the year - (202,110) 3.61
----------- ----------- --------
BALANCE AT DECEMBER 31, 2002 260,356 2,645,774 -
----------- ----------- --------
F-37
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
The table below summarizes information about the RRSOR options outstanding:
OUTSTANDING OPTIONS
WEIGHTED AVERAGE
WEIGHTED AVERAGE EXERCISE PRICE ($)
NUMBER OF SHARES CONTRACTUAL LIFE
RANGE OF EXERCISE PRICE ($) (IN YEARS)
AT DECEMBER 31, 2002
2.3 -- 4.97 1,081,259 7.61 3.46
5.00 -- 7.00 1,135,239 8.39 6.40
10.00 -- 16.50 429,276 4.15 13.46
---------- ----- ------
2,645,774 7.38 6.34
---------- ----- ------
AT DECEMBER 31, 2001
2.3 -- 4.97 1,262,717 8.57 3.46
5.00 -- 7.00 112,600 7.72 5.62
10.00 -- 16.50 471,250 5.20 13.73
---------- ----- ------
1,846,567 7.66 6.21
---------- ----- ------
The table below summarizes the information about the RRSOR exercisable options
outstanding:
EXERCISABLE OPTIONS
WEIGHTED AVERAGE
NUMBER OF SHARES EXERCISE AVERAGE ($)
EXERCISE PRICE ($)
AT DECEMBER 31, 2002
2.50 -- 4.97 608,159 3.49
5.00 -- 7.00 64,600 6.03
10.00 -- 16.50 429,276 13.46
--------- ------
1,102,035 7.52
--------- ------
The options exercisable on December 31, 2002, 2001 and 2000 were 1 102 035, 1
005 012 and 1,338 392 respectively. The range of option exercise prices is wide
primarily due to fluctuations of the RRL stock price over the period of the
grants.
The Group has elected to follow APB Opinion No. 25 "Accounting for Stock Issued
to Employees and related interpretations". Under APB No. 25, because the
exercise price of the Group and RRL's employee stock options equaled the market
price of the underlying stock on the date of grant, no compensation expense was
recognized in the Group's financial statements.
However, in the case of options which are re-priced, FIN 44 "Accounting for
Certain Transactions involving stock compensation on interpretation of APB 25"
requires that stock compensation be recognized for such re-pricing, reflecting
the subsequent movement in the value of the option.
Pro-forma information regarding net income and earnings per share is required by
SFAS No.123 "Accounting for Stock-Based Compensation". This information is
required to be determined as if the Group had accounted for its employee stock
options, granted subsequent to December 31, 1995, under the fair value method of
that statement.
F-38
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
The fair value of options granted in the fiscal years ended December 31, 2002,
2001 and 2000, reported below has been estimated at the date of grant using a
Black-Scholes option pricing model with the following weighted assumptions:
2002 2001 2000
Expected life (in years) - RSOR - - 4
Expected life (in years) - RRSOR 4 4 5
Risk free interest rate - RSOR - - 13.0%
Risk free interest rate - RRSOR 1.9% 3.9% 6.0%
Volatility - RSOR - - 80%
Volatility - RRSOR 84% 61% 80%
Dividend yield - RSOR - - 0%
Dividend yield - RRSOR 0% 0% 0%
The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions, including the expected stock price volatility. Because
the Group's and RRL's options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in the opinion of management, the
existing model does not necessarily provide a reliable single measure of the
fair value of its options.
During the fiscal years ended December 31, 2002, 2001 and 2000, the weighted
average estimated fair value of employee stock options granted under the RSOR
scheme was Rnil, Rnil and Rnil respectively.
During the fiscal years ended December 31, 2002, December 31, 2001 and December
31, 2000, the weighted average estimated fair value of employee stock options
granted under the RRSOR Scheme was $4.07, $1.86 and $2.60 per share,
respectively.
The following table illustrates the effect on net income and earnings per share,
as determined if the Group had applied the fair value recognition provisions of
FAS 123, to stock-based employee compensation.
(In thousands except for earnings per share 2002 2001 2000
information): $000 $000 $000
Net income / (loss) as reported under US GAAP 27,488 (407) 5,482
Less: Total stock-based compensation expense
determined under fair value based method of all
awards (925) (1,332) (2,396)
Pro-forma net income / (loss) 26,563 (1,739) 3,086
Earnings / (loss) per share:
Basic - as reported (cents) 64 (1) 13
Basic - pro forma (cents) 62 (4) 7
Diluted - as reported (cents) 63 - 13
Diluted - pro forma (cents) 61 - 7
F-39
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
The impact on pro-forma net income and earnings / (loss) per share in the table
above may not be indicative of the effect in future years. The Group and RRL
continues to grant stock options to new employees. This policy may or may not
continue.
20. ADDITIONAL CASH FLOW INFORMATION
The significant additional cash flow information is as follows:
20.1 DISPOSAL OF SUBSIDIARIES
20.1.1 RANDGOLD RESOURCES LIMITED ("RRL")
At the time of RRL's listing on the Nasdaq in July 2002, it issued 5
million new shares to new shareholders. This resulted in the Group's
portion of the total RRL shareholding reducing from 59% to 48%. From
July 2002 RRL is therefore not consolidated as a subsidiary, but
accounted for by the quity method as an associate company. The book
value of the Group's share of the assets and liabilities at the time
of the change in status was as follows :
JULY 7, 2002
$' 000
Property, plant and equipment 13,955
Current assets 716
Investment in JV 51,775
Long term loans, loans from outside shareholders in subsidiaries and outside (44,389)
shareholders interest
--------
Net book value of interest in subsidiary before share issue 20,625
Net book value of interest in associate after share issue 30,751
Cash proceeds received -
--------
Dilution gain 10,126
Currency translation differences : dilution of subsidiary / associate 2,732
--------
Total gain on reduction of interest in subsidiary / associate 12,858
=========
Cash proceeds received on reduction of interest in subsidiary / associate -
Cash of subsidiary on becoming an associate 2,954
--------
Cash reduction 2,954
=========
F-40
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
20.1.2 RANDGOLD RESOURCES MORILA LIMITED ("RRML")
On July 3, 2000 the Group concluded the sale of 50% of its wholly owned
subsidiary, RRML, together with 50% of shareholders' loan due to the
Group by Morila for an aggregate cash consideration of US$ 132 million
which the Group received prior to the year end. Morila was, at that date,
80% owned by RRML and 20% by the Mali Government. The book value of the
Group's share of assets and liabilities disposed of were as follows:
JULY 31, 2000
$' 000
Property, plant and equipment 59,965
Accounts payable (3,512)
Accounts receivable 1,820
Cash and equivalents 1,263
Long term loans and loans from outside shareholders in subsidiaries (52,515)
--------
7,021
Sales price (132,000)
--------
Profit on sale (124,979)
=========
At the date upon which the Group consummated the sale of 40% of its
interest in the Morila mine to AngloGold and in terms of the shareholder
loan agreements, the minority shareholders have a binding agreement not
to claim payment on these loans until there was "net cash available"
within Morila to settle the minority shareholders loan. As there was no
"net cash available" within Morila, the loan could not be settled, and
was deemed to be a permanent investment by the shareholder in Morila and
treated as a component of Morila's shareholders' equity.
21. FAIR VALUE AND CREDIT RISK OF FINANCIAL INSTRUMENTS
The Company's financial instruments are set out in note 22.
In the normal course of its operations, the Group is exposed to commodity
price, currency, interest, liquidity and credit risk. In order to manage
these risks, the Group has developed a comprehensive risk management
process to facilitate control and monitoring of these risks. General
corporate hedging unrelated to any specific project is not undertaken.
21.1 CONCENTRATION OF CREDIT RISK
The Group's financial instruments do not represent a
concentration of credit risk because the Group sells its gold to
and deals with a variety of major financial institutions. Its
receivables and loans are regularly monitored and assessed and
an adequate level of provision is maintained. Because of the
international market for gold, any changes in the selected
financial institutions would not have a material adverse impact
on the Group.
F-41
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
21.2 FOREIGN CURRENCY AND COMMODITY PRICE RISK
In the normal course of business, the Group enters into
transactions denominated in foreign currencies (primarily US$).
In addition, the Group has investments and liabilities in a
number of different currencies (primarily US$). As a result, the
Group is subject to transaction and translation exposure from
fluctuations in foreign currency exchange rates. The Group does
not currently hedge its exposure to foreign currency exchange
rates.
Generally the Group does not hedge its exposure to gold price
fluctuation risk and sells at market spot prices.
21.3 INTEREST RATES AND LIQUIDITY RISK
Fluctuation in interest rates impact on the value of short-term
cash investments and financing activities (including long-term
loans), giving rise to interest rate risk.
In the ordinary course of business, the Group receives cash from
its operations and is required to fund working capital and
capital expenditure requirements. This cash is managed to ensure
surplus funds are invested in a manner to achieve maximum
returns while minimizing risks.
Funding deficits for the Group's mining operations have been
financed through external debt, liquidation of investments and
the sale of 40% of its interest in Morila. It is expected that
the Group's significant investment, RRL, will continue to fund
its working capital and capital expenditure requirements from
its own investments, cash resources and financing activities.
22. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and fair values of the
Company's financial instruments outstanding at December 31, 2002 and
2001. The fair value of a financial instrument is defined as the amount
at which the instrument could be exchanged in a current transaction
between willing parties, other than in a forced or liquidation sale.
DECEMBER 31, 2002 DECEMBER 31, 2001
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
$'000 $'000 $'000 $'000
Financial assets
Cash and equivalents 2,541 2,541 2,395 2,395
Receivables 718 718 13,488 13,488
Investments 17,345 17,345 8,902 8,902
Financial liabilities
Accounts payable (including tax payable) 6,697 6,697 13,232 13,232
Bank overdrafts - - 1,708 1,708
Short-term loans (including current
portion of long-term loans) 3,615 3,615 9,037 9,037
Long-term debt (excluding loans from
outside shareholders) - - 30,727 30,727
Liabilities on financial instruments - - 1,030 1,030
F-42
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Financial instruments
No financial instruments were held by the Group and its direct investments at
December 31, 2002.
Details of on balance sheet gold derivative contracts as at December 31, 2001
are:
- --------------------- -------------------------------------------------- -------------------------------------------
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
-------------------------------------------------- -------------------------------------------
MATURITY DATES PUTS PURCHASED FORWARD SALES PURCHASED CALLS CALLS SOLD
- --------------------- --------------------- ---------------------------- -------------------- ----------------------
OUNCES US$/OZ OUNCES US $/OZ OUNCES US $/OZ OUNCES US $/OZ
- --------------------- ----------- --------- ------------- -------------- ----------- -------- ----------- ----------
SYAMA
December 31, 2004 - - - - - - 148,500 353
- --------------------- ----------- --------- ------------- -------------- ----------- -------- ----------- ----------
The total fair value of the above financial instruments as at December 31, 2001
was a loss of US$1.0 million.
ESTIMATION OF FAIR VALUES
Receivables, accounts payable, bank overdrafts and cash and equivalents
The carrying amounts are a reasonable estimate of the fair values because of the
short maturity of such instruments.
Investments and other non-current assets
The fair value of publicly traded instruments is based on quoted market values.
All other instruments have been valued by the directors using discounted cash
flow analyses.
Long term debt
The fair value of the Bonds is based on quoted market prices. The fair value of
market-based floating rate long-term debt is estimated using the expected future
payments discounted at market interest rates.
No fair value is determinable for the loans from minority shareholders as
repayment is contingent on net available cash from the projects.
GOLD PRICE CONTRACTS
The fair value of gold price forward and option contracts has been determined by
reference to quoted market rates at year-end balance sheet dates.
F-43
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
23. COMMITMENTS AND CONTINGENT LIABILITIES
23.1 CAPITAL EXPENDITURE
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31,
2002 2001 2000
$'000 $'000 $'000
Contracts for capital expenditure - 150 -
Authorized but not contracted for - - -
------ ------ ------
- 150 -
====== ====== ======
24. RELATED PARTIES
At December 31, 2002 related party payables of US$4.7 million were
outstanding. Refer to note 13.
In terms of a services agreement entered into with RRL, Randgold &
Exploration provides certain technical and administrative services to
Randgold Resources. This is done on a cost plus mark up basis, and the
net income for 2002 was $0.1 million.
25. GEOGRAPHIC AND SEGMENT INFORMATION
The Group, through its direct and indirect investments, is involved in
mining and exploration activities in South Africa and West Africa.
The Group has four main reportable segments that comprise the structure
used by senior management to make key operating decisions and assess
performance. These are the Syama Mine (Mali), the Group's 40% share of
the Morila Mine (Mali), West African corporate and exploration, and South
African corporate, exploration and other.
The Group's reportable segments are differentiated by their geographic
location and the activities they undertake.
The amount of each segment item reported is the measure reported to the
chief operating decision maker for purposed of making decisions about
allocating resources to the segment and assessing its performance. The
measurements of reportable segments profitability and assets are
reconciled to the amounts reported in the Group's consolidated financial
statements prepared in accordance with accounting principles generally
accepted in the United States.
F-44
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
25. GEOGRAPHIC AND SEGMENT INFORMATION (CONTINUED)
a) Year ended December 31, 2002
GROUP'S ADJUSTMENT FOR
40% SHARE CORPORATE, CORPORATE, GROUP'S SHARE
OF MORILA EXPLORATION EXPLORATION OF ASSOCIATES
SYAMA MINE MINE AND OTHER AND OTHER AND JV
(MALI) (MALI) (NON SOUTH (SOUTH SUB $'000
$'000 $'000 AFRICAN) AFRICAN) TOTAL TOTAL
$'000 $'000 $'000 $'000
PROFIT AND LOSS
Gold sales - 131 440 - - 131,440 (131,440) -
Mine production costs - (22 234 - (1,083) (23,317) 22,234 (1083)
-------- -------- -------- -------- -------- -------- --------
Mine operating profit / (loss) - 109,206 - (1,083) 108,123 (109,206) (1,083)
Royalties (9,185) (9,185) 9,185 -
Interest expense - (2,631) (1,377) (1,667) (5,675) 3,014 (2,661)
Dividends and interest received - 195 29 284 508 (204) 304
Depreciation and amortisation - (8,578) (1,665) (6) (10,249) 9,411 (838)
Gain on financial instruments (774) 429 - - (345) (800) (1,145)
Loss on sale of investments - - - (143) (143) - (143)
Exploration and corporate - (575) (15,848) - (16,423) 10,564 (5,859)
expenditure
Stock compensation - - (3,815) - (3,815) 2,018 (1,797)
Other income/(expenditure) - net (4,955) 303 311 798 (3,545) 3,502 (43)
-------- -------- -------- -------- -------- -------- --------
Loss before equity income tax and (5,729) 89,164 (22,365) (1,819) 59,251 (72,516) (13,265)
minority interest
Equity income of joint venture / - - - - - 43,722 43,722
associate
Tax and minority interest 2,867 (43,888) 9,258 - (31,763) 28,794 (2,969)
-------- -------- -------- -------- -------- -------- --------
Net (loss)/profit (2,862) 45,276 (13,107) (1,819) 27,488 - 27,488
======== ======== ======== ======== ======== ======== ========
CAPITAL EXPENDITURE - 5,464 - 174 5,638 (5,464) 174
TOTAL ASSETS 8,571 116,720 48,567 22,303 196,161 (116,649) 79,512
TOTAL EXTERNAL LIABILITIES 8,375 44,213 2,285 16,317 71,190 (54,873) 16,317
F-45
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
25. GEOGRAPHIC AND SEGMENT INFORMATION (CONTINUED)
b) Year ended December 31, 2001
GROUP'S ADJUSTMENT FOR
40% SHARE CORPORATE, CORPORATE, GROUP'S 40%
OF MORILA EXPLORATION EXPLORATION SHARE OF
SYAMA MINE MINE AND OTHER AND OTHER MORILA MINE
(MALI) (MALI) (NON SOUTH (SOUTH SUB $'000
$'000 $'000 AFRICAN) AFRICAN) TOTAL TOTAL
$'000 $'000 $'000 $'000
PROFIT AND LOSS
Gold sales 16,723 67,431 - - 84,154 (67,431) 16,723
Termination costs relating to
closure of Syama (1,470) - - - (1,470) - (1,470)
Mine production costs (23,867) (21,017) - (1 058 (45,942) 21,017 (24,925)
-------- -------- -------- -------- -------- -------- --------
Mine operating profit / (loss) (8,614) 46,414 - (1 058 36,742 (46,414) (9,672)
Royalties (1,053) (4748) - - (5,801) 4,748 (1,053)
Interest expense (1,009) (2,277) (781) (4,340) (8,407) 2,277 (6,130)
Dividends and interest received - 243 2,050 32 2,325 (243) 2,082
Depreciation and amortisation - (6,815) (1,482) (667) (8,964) 6,815 (2,149)
Gain on financial instruments 7,638 (214) - 7,424 214 7,638
Loss on sale of investments - - - (1,323) (1,323) - (1,323)
Exploration and corporate - 70 (9,379) (232) (9,541) (70) (9,611)
expenditure
Additional provision for post- - - - (3,010) (3,010) - (3,010)
retirement benefits
Stock compensation - - (1,739) - (1,739) - (1,739)
Other income/(expenditure) - (4,709) (191) 1,077 2,198 (1,625) 191 (1,434)
net
-------- -------- -------- -------- -------- -------- --------
(Loss)/income before equity
income tax and minority (7,747) 32,482 (10,254) (8,400) (6,081) (32,482) (26,401)
interest
Equity income of joint venture - - - - - 32,482 32,482
Tax and minority interest 260 - 270 (7,018) (6,488) - (6,488)
-------- -------- -------- -------- -------- -------- --------
Net (loss)/profit (7,487) 32,482 (9,984) (15,418) (407) - (407)
======== ======== ======== ======== ======== ======== ========
CAPITAL EXPENDITURE 2,805 9,795 1,382 - 13,982 9,795 4,187
TOTAL ASSETS 14,246 89,329 15,979 9,013 128,567 (41,042) 87,525
TOTAL EXTERNAL LIABILITIES 13,214 40,770 35,073 15,320 104,377 (20,480) 83,897
F-46
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
25. GEOGRAPHIC AND SEGMENT INFORMATION (CONTINUED)
c) Year ended December 31, 2000
ADJUSTMENT
GROUP'S 40% CORPORATE, CORPORATE, FOR
SHARE OF EXPLORATION EXPLORATION GROUP'S 40%
SYAMA MINE MORILA MINE AND OTHER AND OTHER SHARE OF
(MALI) (MALI) (NON SOUTH (SOUTH SUB MORILA MINE
$'000 $'000 AFRICAN) AFRICAN) TOTAL $'000 TOTAL
$'000 $'000 $'000 $'000
PROFIT AND LOSS
Gold sales 48,615 15,168 - - 63,783 (15,168) 48,615
Mine production costs (54,100) (4,077) - (5,800) (63,977) 4,077 (59,900)
------ ------- ------ ------ ------ ----- ------
Mine operating profit / (loss) (5,485) 11,091 - (5,800) (194) (11,091) (11,285)
Royalties (2,808) (910) - - (3,718) 910 (2,808)
Interest expense (3,233) (1,294) (10,347) (3,026) (17,900) 1,294 (16,606)
Dividends and interest received - - 2,167 333 2,500 - 2,500
Write down due to impairment (74,606) - - (74,606) - (74,606)
Depreciation and amortisation (11,244) (964) - 179 (12,029) 964 (11,065)
Gain on financial instruments 3,602 - - - 3,602 - 3,602
Profit on sale of Morila - - 124,979 - 124,979 - 124,979
Loss on sale of investments - - - (3,375) (3,375) - (3,375)
Exploration and corporate
expenditure - - (10,870) (973) (11,843) - (11,843)
Other income/(expenditure) - 5,181 (15) (2,116) 2,194 (5,244) 15 5,259
net
(Loss)/profit before equity
income tax and minority (88,593) 7,908 103,813 (10,468) 12,660 (7,908) 4,752
interest
Equity income of joint venture - - - 7,908 7,908
Tax and minority interest 1,111 - 147 (8,436) (7,178) - (7,178)
------- ------ ------ ------ ------ ------ ------
Net (loss)/profit (87,482) 7,908 103,960 (18,904) 5,482 - 5,482
======= ====== ======= ======= ====== ====== =======
CAPITAL EXPENDITURE 4,456 61,074 320 - 65,850 (61,074) 4,776
TOTAL ASSETS 23,931 85,812 68,728 5,106 183,577 (48,863) 134,714
TOTAL EXTERNAL LIABILITIES 28,000 48,273 5,354 59,175 140,802 (23,045) 117,757
F-47
RANDGOLD & EXPLORATION COMPANY LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
25. GEOGRAPHIC AND SEGMENT INFORMATION (CONTINUED)
NOTES ON THE RECONCILIATION OF SEGMENT INFORMATION TO THE CONSOLIDATED FINANCIAL
STATEMENTS.
A. JOINT VENTURES
For management reporting purposes joint ventures are proportionately
consolidated. Under US GAAP the equity method of accounting is applied.
B. ASSOCIATES
For management reporting purposes RRL is fully consolidated. Under US GAAP the
equity method has been applied since RRL became an associate in July 2003.
26. SUBSEQUENT EVENTS
On June 13, 2003 the Group disposed of 1 million of its shares in RRL at an
average price of 9.60 Pounds Sterling per share. This transaction, together with
earlier share options exercised, reduced the stake in that company from 48% at
year-end to 43% at the end of June 2003.
At the end of June 2003, Randgold & Exploration repaid the full outstanding
amount of R34.9 million ($4.7 million) owing to Consolidated Mining Management
Services Limited as well as the full outstanding balance of R20 million ($2.6
million) in respect of the ABSA loan.
On July 1, 2003 Randgold & Exploration entered into a loan agreement with JCI
Gold Limited ("JCI") whereby R30 million will be advanced to JCI. The loan
commenced on July 1, 2003 for a period of six months and bears interest at a
rate of one percent above the call rate the Standard Bank of South Africa offers
its corporate clients. Collateral to the value of R45 million has been provided
in the form of Western Areas Limited shares.
On June 30, 2003 the script lending agreements referred to in notes 10 and 12
were extended until December 31, 2003.
On July 2, 2003 Randgold & Exploration acquired 8.1 million ordinary shares in
The Afrikander Lease Limited for a total consideration of R40.8 million ($5.4
million), which equates to approximately 4.3% of that company's issued share
capital.
F-48
REPORT OF THE INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Randgold Resources Limited
We have audited the accompanying consolidated balance sheets of Randgold
Resources Limited and its subsidiaries and joint venture ("the Group") as of
December 31, 2002 and 2001, and the related statements of operations, of cash
flows and of changes in shareholders' equity for each of the three years in the
period ended December 31, 2002. These financial statements are the
responsibility of the Group's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the International Standards on
Auditing and Auditing Standards Generally Accepted in the United States of
America. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Group at
December 31, 2002 and 2001, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 2002 in conformity
with International Accounting Standards.
As discussed in note 2 to the consolidated financial statements, the Company
changed its method of accounting for derivative financial instruments.
International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of consolidated
net income for each of the three years in the period ended December 31, 2002 and
the determination of consolidated shareholders' equity at December 31, 2002 and
2001 to the extent summarized in Note 25 to the consolidated financial
statements.
/s/ PricewaterhouseCoopers LLP
Chartered Accountants and Registered Auditors
London, United Kingdom
March 11, 2003
F-49
RANDGOLD RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2002 2001 2000
NOTES $'000 $'000 $'000
---------- ---------- ----------
REVENUES
Product sales 131,440 84,154 63,781
Interest income 225 2,293 2,167
Profit on sale of interest in Morila - - 124,979
Exchange gains 2,477 427 8,615
Other income 509 633 1,843
---------- ---------- ----------
134,651 87,507 201,385
---------- ---------- ----------
COSTS AND EXPENSES
Mine production costs 22,706 37,349 43,823
Transport and refinery costs 588 547 237
Movement in production inventory and stockpiles (145) (813) 5,153
Transfer to deferred stripping costs (5,043) (1,991) (367)
General and administration expenses 4,128 11,262 9,332
Royalties 9,185 5,801 3,718
Exploration and corporate expenditure 16,686 9,187 10,731
Depreciation and amortization 8,765 7,097 12,208
Interest expense 3,686 4,067 14,874
Impairment of assets - Syama mine - - 74,606
Loss/(gain) on financial instruments 346 (7,424) (3,602)
Provision for environmental rehabilitation 600 317 294
Exchange losses 1,900 1,269 1,085
Other 5,741 3,610 6,190
---------- ---------- ----------
69,143 70,278 178,282
---------- ---------- ----------
INCOME BEFORE TAXES 65,508 17,229 23,103
Income tax expense 3 - (126) (363)
---------- ---------- ----------
INCOME BEFORE MINORITY INTEREST 65,508 17,103 22,740
Minority interest 220 656 1,621
---------- ---------- ----------
NET INCOME 65,728 17,759 24,361
========== ========== ==========
BASIC EARNINGS PER SHARE ($) 4 2.61 0.58 0.74
WEIGHTED AVERAGE SHARES USED IN THE COMPUTATION 4 25,147,820 30,517,646 33,062,209
DILUTED EARNINGS PER SHARE ($) 4 2.59 0.57 0.73
WEIGHTED AVERAGE SHARES USED IN THE COMPUTATION 4 25,408,733 30,761,095 33,294,452
See notes to the consolidated financial statements
F-50
RANDGOLD RESOURCES LIMITED
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 2002 AND 2001
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2002 2001
NOTES $'000 $'000
------------ ------------
ASSETS
CURRENT ASSETS
Cash and equivalents 59,631 6,683
Restricted cash 5 4,526 4,474
Receivables 6 14,262 16,558
Inventories 7 11,601 9,743
------------ ------------
TOTAL CURRENT ASSETS 90,020 37,458
PROPERTY, PLANT AND EQUIPMENT
Cost 168,540 163,076
Accumulated depreciation and amortization (92,104) (83,339)
------------ ------------
NET PROPERTY, PLANT AND EQUIPMENT 8 76,436 79,737
OTHER LONG-TERM ASSETS 9 7,402 2,359
------------ ------------
TOTAL ASSETS 173,858 119,554
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities 10 10,838 10,851
Current portion of long-term liabilities 13 9,726 11,224
Bank overdraft 11 1,170 1,708
------------ ------------
Total current liabilities 21,734 23,783
PROVISION FOR ENVIRONMENTAL
REHABILITATION 12 4,972 4,340
LONG-TERM LIABILITIES 13 19,307 57,147
LOANS FROM MINORITY SHAREHOLDERS IN SUBSIDIARIES 14 9,506 21,625
MINORITY SHARE OF ACCUMULATED LOSSES (8,176) (20,290)
LIABILITIES ON FINANCIAL INSTRUMENTS 15 7,530 2,452
SHAREHOLDERS' EQUITY
Share capital
AUTHORIZED:
40,000,000 ordinary shares of 10 US cents each, for both years presented ISSUED:
27,663,740 ordinary shares (2001: 22,461,630) 2,766 2,246
Additional paid-in capital 190,618 161,830
Accumulated losses (66,106) (131,834)
Other reserves (8,293) (1,745)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 118,985 30,497
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 173,858 119,554
============ ============
Commitments and contingencies - see note 22
See notes to the consolidated financial statements
F-51
RANDGOLD RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
NUMBER SHARE ADDITIONAL ACCUMULATED OTHER TOTAL
OF CAPITAL PAID-IN LOSSES RESERVES
ORDINARY CAPITAL
SHARES $'000 $'000 $'000 $'000 $'000
---------- ------- ---------- ----------- -------- -------
BALANCE AT DECEMBER 31, 1999 33,056,416 3,305 240,664 (174,469) - 69,500
Net income - - - 24,361 - 24,361
Exercise of employee stock options and other
issues 20,213 2 78 - - 80
---------- ------- ---------- ----------- -------- -------
BALANCE AT DECEMBER 31, 2000 33,076,629 3,307 240,742 (150,108) - 93,941
Change in accounting policy in respect of
IAS 39 - - - 515 2,388 2,903
---------- ------- ---------- ----------- -------- -------
RESTATED BALANCE AT JANUARY 1, 2001 33,076,629 3,307 240,742 (149,593) 2,388 96,844
Net income - - - 17,759 - 17,759
Exercise of employee stock options 997,404 100 1,639 - - 1,739
Movement on cash flow hedges - - - - (4,133) (4,133)
Share buyback and related expenses (11,612,403) (1,161) (80,551) - - (81,712)
---------- ------- ---------- ----------- -------- -------
BALANCE AT DECEMBER 31, 2001 22,461,630 2,246 161,830 (131,834) (1,745) 30,497
Net income - - - 65,728 - 65,728
Exercise of employee stock options 202,110 20 683 - - 703
Movement on cash flow hedges - - - - (6,548) (6,548)
Issue of shares - public offering 5,000,000 500 32,000 - - 32,500
Share issue expenses - - (3,895) - - (3,895)
---------- ------- ---------- ----------- -------- -------
BALANCE AT DECEMBER 31, 2002 27,663,740 2,766 190,618 (66,106) (8,293) 118,985
========== ======= ========== =========== ======== =======
The Company listed its shares on the Nasdaq Stock Market on 11 July 2002, when
it issued and allotted 5 000 000 million new shares to new shareholders and
raised US$32.5 million. The Company's Global Depositary Receipts were exchanged
for American Depositary Receipts (ADR) which trade on the Nasdaq and London
Stock Exchange. Each ADR equates to two ordinary shares.
The repurchase of 34.08% of the Company's shares at US$7 per share was completed
in September 2001, with the Company paying a total of US$81.7 million to
shareholders.
See notes to the consolidated financial statements
F-52
RANDGOLD RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
NOTES 2002 2001 2000
$'000 $'000 $'000
--------- --------- ---------
CASH FLOWS FROM OPERATIONS
Income before taxes 65,508 17,229 23,103
Depreciation and amortization 8,765 7,097 12,208
Transfer to deferred stripping (5,043) (1,991) (368)
Loss/(gain) on financial instruments 346 (7,427) (2,168)
Profit on sale of Morila - - (124,979)
Loss on the disposal of inventories at Syama - 296 -
Net increase in provision for environmental rehabilitation 600 724 1,903
Impairment of assets - Syama mine - - 74,606
Amortization of covenants not to complete - - 483
Effects of changes in operating working capital items:
- - receivables 2,328 10,211 (16,294)
- - inventories (1,858) 498 (229)
- - accounts payable and accrued liabilities (13) (5,367) (1,805)
--------- --------- ---------
Net cash provided by/(utilized in) operations 70,633 21,270 (33,540)
--------- --------- ---------
CASH FLOW FROM INVESTING ACTIVITIES
Additions to property, plant and equipment, net (5,464) (11,946) (65,850)
Proceeds on disposal of property, plant and
equipment at Syama - 2,407 -
Proceeds on disposal of interest in Morila - - 132,000
Cash held by Morila on disposal of interest - - (1,263)
Movement in restricted cash (52) (4,474) -
--------- --------- ---------
Net cash (utilized in)/provided by investing activities (5,516) (14,013 64,887
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds received on financial instruments - 4,278 1,434
Ordinary shares issued 33,203 1,739 80
Share buy back - (81,287) -
Share issue/buy back expenses (3,895) (425) -
Long-term loans and loans from outside shareholders in
subsidiaries (repaid)/received - (net, including short-term (40,939) 11,775 35,327
portions) (538) (159) (6,128)
--------- --------- ---------
Decrease in bank overdraft
Cash (utilized in) /provided by financing activities (12,169) (64,079) 27,845
--------- --------- ---------
NET INCREASE/(DECREASE) IN CASH AND EQUIVALENTS 52,948 (56,822) 59,192
--------- --------- ---------
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 6,683 63,505 4,313
--------- --------- ---------
CASH AND EQUIVALENTS AT END OF YEAR 59,631 6,683 63,505
========= ========= =========
See notes to the consolidated financial statements
F-53
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
1. NATURE OF OPERATIONS
The Company, its subsidiaries and joint venture ("the Group") carry out
opencast mining activities and exploration. The Group currently has one
operating mine in Mali, West Africa, the Morila Gold Mine, which
commenced production in October 2000, one operation in Mali under care
and maintenance, namely the Syama Mine, two projects at feasibility
stage as well as a portfolio of exploration projects in West and East
Africa.
The main focus of exploration work is on its advanced projects in Mali
West, around Morila and in Senegal. The Company also has two projects
at feasibility stage, Loulo in western Mali and Tongon in Cote
d'Ivoire. The Company identifies various stages of feasibility for its
projects. The Loulo project has been advanced from the exploration
phase through early feasibility stage involving preliminary financial
evaluation of the viability of the project to a final feasibility stage
which entails the development of a detailed plant and infrastructure
design, an environmental impact study and a full financial analysis to
enable a development decision to be made. The decision to develop the
mine is awaiting the outcome of discussions on regional infrastructure
and fiscal regime with the Mali Government who have set up an
inter-ministerial commission to examine those matters. The Tongon
project is at an earlier stage of feasibility, where the data currently
available is less accurate, requiring further detailed work to be
performed. The data currently available is of a sufficient level for
preliminary economic analysis to be undertaken. The Company does not
capitalize any expenditure until a decision to develop a project is
made.
The interests of the Group are Morila S.A. ("Morila") which owns the
Morila mine, Somilo S.A. ("Somilo") which conducts the exploration and
development activities over the Loulo site and Somisy S.A. ("Somisy")
which owns and operated the Syama Mine. Randgold Resources holds an
effective 40% interest in Morila, following the sale to AngloGold
Limited on July 3, 2000 of one-half of Randgold Resources' wholly-owned
subsidiary, Morila Limited. Management of Morila Limited, the 80%
shareholder of Morila, is effected through a joint venture committee,
with Randgold Resources and AngloGold each appointing one-half of the
members of the committee. AngloGold Services Mali S.A. ("Anser"), a
subsidiary of AngloGold, is the operator of Morila.
In December 2001, the Syama operation was placed on care and
maintenance. Activities at the Syama mine have now been reduced to
rehabilitation and monitoring work while discussions with interested
parties to acquire the mine and the fixed assets are continuing. A
final decision will be made pending the outcome of the discussions with
interested third parties or a significant sustained improvement in the
gold price.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial information in this report has been prepared on the
historical cost basis in accordance with International Accounting
Standards. A summary of the significant accounting policies, which have
been applied consistently for all periods covered by this report, is
set out below.
F-54
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
GENERAL: The financial statements are measured and presented in US
dollars, as it is the primary functional currency in which transactions
are undertaken. Monetary assets and liabilities in foreign currencies
are translated to US dollars at rates of exchange ruling at the end of
the financial period. Translation gains and losses arising at
period-end, as well as those arising on the translation of settled
transactions occurring in currencies other than the functional
currency, are included in net income.
CONSOLIDATION: The consolidated financial information includes the
financial statements of the Company, its subsidiaries and Company's
proportionate share of the joint venture.
A company in which the Group holds directly or indirectly, through
other subsidiary undertakings, a controlling interest is classified as
a subsidiary undertaking. Subsidiaries are consolidated from the date
control is transferred to the Group and are no longer consolidated from
the date control ceases. The minority interest in the consolidated
equity and in the consolidated results are shown separately.
Any excess or deficits of the purchase price when compared to the fair
value of the subsidiary acquired is attributed to mineral property
interests and amortized in terms of the Group accounting policies. The
results of subsidiaries are included from effective dates of
acquisition and up to the effective dates of disposal. Intercompany
accounts and transactions are eliminated on consolidation.
Joint ventures are those investments in which the Group has joint
control and are accounted for under the proportional consolidation
method and under this method, the proportion of assets, liabilities and
income and expenses and cash flows of each joint venture attributable
to the Group are incorporated in the consolidated financial statements
under appropriate headings. The results of joint ventures are included
from the effective dates of acquisition and up to the effective dates
of disposal. Intercompany accounts and transactions are eliminated on
consolidation.
Any excess or deficits of the purchase price when compared to the Group
share of the fair value of the joint venture acquired is attributed to
mineral property interests and amortized in accordance with Group
accounting policies.
CASH AND EQUIVALENTS include all highly liquid investments with a
maturity of three months or less at the date of purchase.
INVENTORIES which include ore stockpiles, gold in process and supplies
and insurance spares, are stated at the lower of cost or net realizable
value
Stockpiles consist of two types of ore, high grade and medium grade
ore, which will be processed through the processing plant. Both high
and medium grade stockpiles are currently being processed and all ore
is expected to be fully processed within the life of mine. The
processing of ore in stockpiles occurs in accordance with the life of
mine processing plan that has been optimized based on the known mineral
reserves, current plant capacity, and mine design.
Stockpiles are measured by estimating the number of tons (via truck
counts and/or in-pit surveys of the orebody before stockpiling) added
and removed from the stockpile, the number of contained ounces (based
on assay data) and the recoverability percentage (based on the
historical recovery rates of the processing plant). Stockpile tonnages
are verified by periodic surveys. Stockpiles are valued based on mining
costs incurred up to the point of stockpiling the ore, including
applicable depreciation and amortization relating to the mining
operations. Value is
F-55
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
added to the stockpile based on the current mining cost per ton plus
applicable depreciation and amortization and removed at the average
cost per recoverable ounce of gold in the stockpile.
In-process inventories represent materials that are currently in the
process of being converted to saleable product. In-process material is
measured based on assays of the material fed to process and the
projected recovery of the plant. In-process inventories are valued at
the average cost of the material fed to process attributable to the
source material coming from the mine or stockpile plus the in-process
conversion costs, including applicable depreciation relating to the
plant facility, incurred at that point in the process.
EXPLORATION COSTS are expensed as incurred. Costs related to property
acquisitions are capitalized.
UNDEVELOPED PROPERTIES upon which the Group has not performed
sufficient exploration work to determine whether significant
mineralization exists, are carried at original cost. Where the
directors consider that there is little likelihood of the properties
being exploited, or the value of the exploitable rights have diminished
below cost, a write-down is recorded.
DEVELOPMENT COSTS AND MINE PLANT FACILITIES relating to existing mines
are capitalized. Development costs consist primarily of direct
expenditure to develop an ore body for economic exploitation and to
expand the production capacity of existing operating mines. Following
the completion of a bankable feasibility study, development costs,
which include interest on borrowed funds, used to place new mines into
production and to complete major development projects at operating
mines are capitalized. Ongoing costs to maintain production are
expensed as incurred.
DEFERRED STRIPPING COSTS : The costs of waste stripping in excess of
the expected pit life average stripping ratio are deferred and charged
to production when the actual ratio is below the expected average
ratio. The expected pit life average stripping ratio is calculated as
the ratio of future anticipated waste tonnes to be mined, to
anticipated future ore tonnes to be mined. This ratio is recalculated
annually in light of additional knowledge and changes in estimates. The
expected pit life ratio is then compared to waste associated with ore
mined during the period so as to calculate the deferred stripping costs
to be deferred or released for the period. The remaining life of the
open-pit mine operations where the Group defers mining costs is 7
years, which represents the time period over which the deferred
stripping costs will be amortized. The amortization of deferred
stripping costs is reflected in the statement of operations over the
remaining life of the open-pit mine operations so that no unamortized
balance remains at mine closure. Cash flows from the Group's open pit
operations are reviewed regularly, and at least annually, for the
purpose of assessing whether any write downs to the deferred stripping
cost balances are required.
The deferred stripping accounting method is generally accepted in the
mining industry when mining operations have diverse grades and
waste-to-ore ratios; however industry practice does vary. Deferred
stripping matches the costs of production with the sale of such
production at the Group's operation where it is employed, by assigning
each ounce of gold with an equivalent amount of waste removal cost. If
the Group were to expense stripping costs as incurred, there could be
greater volatility in the Group's period-to-period results of
operations.
The Group has classified these costs as "Other Long-Term Assets" on the
Consolidated balance sheet. Deferred stripping costs is the only
component of "Other Long-Term assets". Total deferred stripping costs
as at December 31, 2002 and 2001 were $7.4 million and $2.4 million
F-56
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
respectively. Additions to deferred stripping costs are included as
"Transfer to Deferred Stripping Costs" in the Consolidated Statement of
Operations and amounted to $5 million, $2.0 million and $0.4 million in
the years ended December 31, 2002, 2001 and 2000, respectively.
DEPRECIATION AND AMORTIZATION: Long-lived assets include mining
properties, mine development cost and mine plant facilities. These
assets have useful economic lives which equal or exceed that of the
life of the mine. Depreciation and amortization are therefore charged
over the life of the mine based on estimated ore tonnes contained in
proven and probable reserves. Proven and probable ore reserves reflect
estimated quantities of economically recoverable reserves, which can be
recovered in the future from known mineral deposits.
Short-lived assets which include motor vehicles, office equipment and
computer equipment, are depreciated over estimated useful lives of two
to five years.
MINING PROPERTY EVALUATIONS: Recoverability of the long-term assets of
the Company, which include development costs, deferred stripping costs
and undeveloped property costs, together with other current assets, is
reviewed whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. In determining if the asset can
be recovered, the Company compares the value in use amount to the
carrying amount. If the carrying amount exceeds the value in use
amount, the Company will record an impairment charge in the income
statement to write down the asset to the value in use amount. To
determine the value in use amount, management makes its best estimate
of the future cash inflows that will be obtained each year over the
life of the mine and discounts the cash flow by a rate that is based on
the time value of money adjusted for the risk associated with the
applicable project.
Management's best estimate includes only those projections which it
believes are reliable, and which based upon past experience, it has the
ability to accurately forecast. These estimates are subject to risks
and uncertainties including future metal prices. In addition, other
factors that management can control may turn out differently than that
projected and could have an effect on the determination of the value in
use amount. It is therefore reasonably possible that changes could
occur which may affect the recoverability of the mining assets.
REHABILITATION COSTS: The net present value of future rehabilitation
costs estimates is recognized and provided for in the financial
statements and capitalized to mining assets on initial recognition. Due
to the nature of mining operations, initial recognition is at the time
of first production and thereafter as and when additional environmental
disturbances are created. The estimates are reviewed annually to take
into account the effects of inflation and changes in the estimates and
are discounted using rates that reflect the time value of money.
Annual increases in the provision are charged to income and consist of
finance costs relating to the change in present value of the provision
and inflationary increases in the provision estimate. The present value
of additional environmental disturbances created are capitalized to
mining assets against an increase in rehabilitation provision. The
rehabilitation asset is amortized as noted previously. Rehabilitation
projects undertaken, included in the estimates, are charged to the
provision as incurred.
Environmental liabilities, other than rehabilitation costs, which
relate to liabilities arising from specific events, are expensed when
they are known, probable and reasonably estimable.
PROVISIONS are recognized when the Company has a present legal or
constructive obligation as a result of past events where it is probable
that an outflow of resources embodying economic
F-57
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
benefits will be required to settle the obligation, and a reliable
estimate of the amount of the obligation can be made.
GOLD SALES: Revenue arising from gold sales is recognized when the
risks and rewards of ownership and title pass to the buyer under the
terms of the applicable contract and the pricing is fixed and
determinable.
INTEREST is recognized on a time proportion basis, taking into account
the principal outstanding and the effective rate over the period to
maturity.
DERIVATIVES: The Company adopted International Accounting Standard 39
("IAS 39"). "Financial Instruments: Recognition and Measurement"
effectively January 1, 2001.
Previously gains and losses on derivative instruments, which
effectively established minimum prices for designated future production
were recognized in revenue when the planned production was delivered.
Derivatives which were not designated to future production were
accounted for on a mark-to-market basis and the associated gains and
losses were immediately recognized in income.
Currently all derivatives are recognized on the balance sheet at their
fair value, unless they meet the criteria for the normal purchases
normal sales exemption.
On the date a derivative contract is entered into, the Company
designates the derivative for accounting purposes as either a hedge of
the fair value of a recognized asset or liability (fair value hedge) or
a hedge of a forecasted transaction (cash flow hedge). Certain
derivative transactions, while providing effective economic hedges
under the Company's risk management policies, do not qualify for hedge
accounting.
Changes in the fair value of a derivative that is highly effective, and
that is designated and qualifies as a cash flow hedge, are recognized
directly in equity. Amounts deferred in equity are included in the
income statement in the same periods during which the hedge firm
commitment or forecasted transaction affects net profit or loss.
Recognition of derivatives which meet the criteria for the normal
purchases, normal sales exception are deferred until settlement.
Changes in the fair value of derivatives that do not qualify for hedge
accounting are recognized in the income statement.
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective
and strategy for undertaking various hedge transactions. This process
includes linking derivatives designed as hedges to specific assets and
liabilities or to specific firm commitments for forecasted
transactions. The Company formally assesses, both at the hedge
inception and at the end of each reporting period, whether the
derivatives that are used in hedging transactions are highly effective
in offsetting changes in fair values or cash flows of hedged items.
With the adoption of the Accounting Standard at January 1, 2001,
certain of the Company's derivatives qualified for cash flow hedge
accounting. The effect on the opening and subsequent year's reserves
has been disclosed in the consolidated statement of changes in
shareholders'
F-58
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
equity. Certain of the Company's derivatives did not qualify for hedge
accounting. The effect was disclosed as an adjustment to accumulated
losses in the statements of consolidated shareholder's equity.
PROVIDENT FUNDS AND OTHER EMPLOYEE BENEFITS: Provident funds, which are
defined contribution plans are funded through monthly contributions
which are charged to income statement as incurred.
INCOME AND MINING TAXES: The Company follows the comprehensive
liability method of accounting for income and mining taxes, whereby
deferred income and mining taxes are recognized for the tax
consequences of timing differences, by applying current statutory tax
rates to differences between financial statement amounts and the tax
bases of assets and liabilities. Deferred tax assets are recognized for
temporary differences which result in deductible amounts in future
periods, but only to the extent it is probable that sufficient taxable
profits will be available against which these differences can be
utilized.
Changes in deferred tax assets and liabilities include the impact of
any tax rate changes enacted during the year.
EARNINGS PER SHARE is computed by dividing net income by the weighted
average number of ordinary shares in issue during the year/period.
FULLY DILUTED EARNINGS PER SHARE is presented when the inclusion of
potential ordinary shares has a dilutive effect on earnings per share.
3. INCOME AND MINING TAXES
The Company is not subject to income tax in Jersey. The operating joint
venture, Morila, benefits from a five year tax holiday in Mali. The tax
holiday of Morila expires on November 1, 2005. The benefit of the tax
holiday to the Company was to increase its net income by $31.7 million,
$11.3 million and 2.8 million, due to not incurring its share of
Morila's tax expense for the years ended December 31, 2002, 2001 and
2000 respectively. Accordingly had the Company not benefited from the
tax holiday in Mali, earnings per share would have been reduced by
$1.26, $0.37 and $0.09 for the years ended December 31, 2002, 2001and
2000 respectively. Thus, the tax accounting for the Group on a
consolidated basis reflects the tax accounting for its suspended
operation, Somisy. Under Malian tax law, income tax is based on the
greater of 35 per cent of taxable income or 0.75 per cent of gross
revenue.
3.1 CURRENT TAX
The tax charge for the years ended December 31, 2001 and 2000 included
in suspended operations, represents minimum Mali tax. No tax liability
has accrued in the year ended December 31, 2002 based on Malian tax
law.
2002 2001 2000
$'000 $'000 $'000
-------------- ------------- --------------
CURRENT
Income and mining tax on suspended operations - (126) (363)
Income and mining tax on continuing operations - - -
-------------- ------------- --------------
Total current income and mining taxes - (126) (363)
============== ============= ==============
F-59
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
Major items causing the Company's actual income tax charge to differ
from the standard charge as follows:
2002 2001 2000
$'000 $'000 $'000
-------------- ------------- --------------
Tax at statutory rate - - -
Minimum tax payable on Malian mining operations - (126) (363)
-------------- ------------- --------------
Total income and mining taxes - (126) (363)
============== ============= ==============
3.2 DEFERRED INCOME AND MINING TAX LIABILITIES AND ASSETS ARE MADE UP AS
FOLLOWS:
2002 2001 2000
$'000 $'000 $'000
-------------- ------------- --------------
Deferred income and mining tax liabilities
- depreciation and amortization
Gross deferred income and tax assets: - - -
- assessable tax loss carry forwards (125,057) (118,500) (98,100)
- provisions including rehabilitation accruals (2,600) (2,000) (6,606)
-------------- ------------- --------------
Gross deferred income and mining tax assets (127,657) (120,500) (104,706)
Deferred income and mining tax asset valuation
Allowances 127,657 120,500 104,706
-------------- ------------- --------------
Net deferred income and mining tax assets - - -
-------------- ------------- --------------
Net deferred income and mining tax liability - - -
============== ============= ==============
The operations at Syama have assessable non-capital tax loss carry
forwards of $125 million, $118.5 million and $101.5 million at December
31, 2002, 2001 and 2000 respectively and capital expenditure carry
forwards of $78.8 million, $81.3 million and $78.2 million at December
31, 2002, 2001 and 2000 respectively for deduction against future
mining income. The assessable non-capital tax loss carry forwards do
not expire [and can be utilized for any future taxable mining income
generated in Mali by Somisy SA. The capital expenditure carry forward
losses are available only for the Syama operations and expire within
five years as follows (in millions):
Fiscal 2003 ....................................... 28.4
Fiscal 2004 ....................................... 23.6
Fiscal 2005 ....................................... 17.3
Fiscal 2006 ....................................... 8.6
Fiscal 2007 ....................................... 0.9
F-60
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
4. EARNINGS PER SHARE
FOR THE YEAR ENDED DECEMBER 31, 2002
----------------------------------------------------
INCOME PER SHARE
$'000 SHARE AMOUNT
(NUMERATOR) (DENOMINATOR) $
----------- ------------- ---------
BASIC EARNINGS PER SHARE
Shares outstanding January 1, 2002 22,461,630
Weighted number of shares issued 2,686,190
----------- ------------- ---------
Income available to shareholders 65,728 25,147,820 2.61
=========== ============= =========
EFFECT OF DILUTIVE SECURITIES
Stock options issued to employees 260,913
----------- ------------- ---------
Fully diluted earnings per share 65,728 25,408,733 2.59
=========== ============= =========
FOR THE YEAR ENDED DECEMBER 31, 2001
----------------------------------------------------
INCOME PER SHARE
$'000 SHARE AMOUNT
(NUMERATOR) (DENOMINATOR) $
----------- ------------- ---------
BASIC EARNINGS PER SHARE
Shares outstanding January 1, 2001 33,076,629
Weighted average number of shares bought back (2,903,100)
Weighted number of shares issued 344,117
----------- ------------- ---------
Income available to shareholders 17,759 30,517,646 0.58
=========== ============= =========
EFFECT OF DILUTIVE SECURITIES
Stock options issued to employees 244,259
----------- ------------- ---------
Fully diluted earnings per share 17,759 30,761,905 0.57
=========== ============= =========
FOR THE YEAR ENDED DECEMBER 31, 2000
----------------------------------------------------
INCOME PER SHARE
(NUMERATOR) SHARE AMOUNT
$'000 (DENOMINATOR) $'000
----------- ------------- ---------
BASIC EARNINGS PER SHARE
Shares outstanding January 1, 2000 33,056,416
Weighted average number of shares bought back -
Weighted number of shares issued 5,793
----------- ------------- ---------
Income available to shareholders 24,361 33,062,209 0.74
=========== ============= =========
EFFECT OF DILUTIVE SECURITIES
Stock options issued to employees 232,243
----------- ------------- ---------
Fully diluted earnings per share 24,361 33,294,452 0.73
=========== ============= =========
5. RESTRICTED CASH
2002 2001
$'000 $'000
----- -----
Debt service reserve 4,526 4,474
===== =====
The debt service reserve account relates to the N.M Rothschild & Son
Limited debt service reserve account. This amount is held in escrow for
partial repayment of the Morila project loan. Refer to Note 13.2.
F-61
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
6. RECEIVABLES
2002 2001
$'000 $'000
------- -------
Trade 6,089 2,405
Taxation debtor 3,057 3,393
Other 5,004 8,038
Owing by related party 112 -
Syama equipment debtors - 2,722
------- -------
14,262 16,558
======= =======
7. INVENTORIES
2002 2001
$'000 $'000
------- -------
Consumable stores 9,050 7,417
Ore stockpiles 2,191 1,313
Gold in process 360 1,013
------- -------
11,601 9,743
======= =======
Included in consumable stores are US$3.0 million (2001: US$2.9 million)
of inventories which related to the Syama mine which are carried at
estimated net realizable value.
8. PROPERTY, PLANT AND EQUIPMENT
Mine properties, mine development costs, mine plant facilities and
equipment.
2002 2001
$'000 $'000
------- -------
Cost
At beginning of year 163,076 153,537
Additions 6,082 14,650
Disposals (618) (5,111)
------- -------
168,540 163,076
Accumulated depreciation
At beginning of year 83,339 76,242
Charge for the year 8,765 7,097
------- -------
92,104 83,339
------- -------
NET BOOK VALUE 76,436 79,737
======= =======
LONG-LIFE ASSETS
Long-life assets are those assets which are amortized over the life of
the mine and are comprised of the metallurgical plant, tailings and raw
water dams, power plant and mine infrastructure. The net book value of
these assets was $61.9 million as at December 31, 2002 (2001: $65.2
million).
F-62
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
SHORT LIFE ASSETS
Short life assets are those assets which are amortized over their
useful life and are comprised of motor vehicles and other equipment.
The net book value of these assets was $4.9 million as at December 31,
2002 (2001: $4.9 million).
UNDEVELOPED PROPERTY
Included in property, plant and equipment are undeveloped property
costs of $9.7 million (2001: $9.7 million).
Accumulated depreciation is not adjusted upon recognition of an
impairment charge, as by adjusting the impairment charge against the
historical cost of property, plant and equipment, the net carrying
value of property, plant and equipment is adjusted to its recoverable
amount.
9. OTHER LONG-TERM ASSETS
2002 2001
$'000 $'000
----- -----
DEFERRED STRIPPING COSTS:
Opening balance 2,359 368
Additions during the year 5,053 1,991
----- -----
Closing balance 7,402 2,359
===== =====
The deferred stripping balances at the end of 2002 and 2001 pertain to
the Morila mine. In terms of the life of mine plan, pre-stripping is
performed in the earlier years. This results in the cost associated
with waste stripped at a rate higher than the expected pit life average
stripping ratio, being deferred to those years. These costs will be
released in the period where the actual stripping ratio decreases to
below such expected pit life ratio. The expected pit life average
stripping ratios used to calculate the deferred stripping were 3.68 in
2002 and 4.26 in 2001. These stripping ratios were calculated taking
into account the actual strip ratios achieved of 7.15 and 5.86 for 2002
and 2001 respectively.
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
2002 2001
-------- --------
$'000 $'000
Trade 2,926 4,264
Payroll and other compensation 4,475 132
Rolls-Royce Power Ventures - 4,000
Other 3,027 1,841
Owing to holding company 99 185
Related parties 311 429
------ ------
10,838 10,851
====== ======
On December 16, 2002, the Company entered into a settlement agreement
with Rolls-Royce to end the dispute relating to the failure of the
Syama power plant under a 10 year finance lease agreement for $5.3
million. Under the settlement agreement the Company has paid $2.7
million in December 2002 and will pay $1.3 million in 2003 and $1.3
million in 2004 respectively. The outstanding balance is disclosed
under note 13.
F-63
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
11. BANK OVERDRAFT
The Bank overdraft is a Communaute Financiere Africaine Franc
denominated facility with the Banque de Developpement du Mali, is
unsecured and bears interest at a fixed rate of 10.25% (2001: 10.25%).
$1.2 million (2001: $1.7 million) of the 1 billion FCFA ($1.5 million)
facility was drawn down.
12. PROVISION FOR ENVIRONMENTAL REHABILITATION
2002 2001
$'000 $'000
----- -----
Accrued rehabilitation costs 4,972 4,340
===== =====
The provisions for close down and restoration costs include estimates
for the effect of future inflation and have been discounted to their
present value at 6% per annum, being an estimate of the cost of
borrowing.
While the ultimate amount of rehabilitation costs to be incurred in the
future is uncertain, the Group has estimated that the remaining costs
for the Syama mine, in current monetary terms, will be US$2.6 million
which has increased by US$0.6 million compared to 2001 based on an
updated assessment performed during the year by Steffen, Robertson and
Kirsten, independent environmental experts and is expected to be
incurred over the next twelve months. Current rehabilitation costs
related to Morila are estimated to be US$8.4 million, the majority of
which will only be expended in nine years time.
Although limited environmental rehabilitation regulations currently
exist in Mali to govern the mines, management has based the
environmental rehabilitation accrual using the standards as set by the
World Bank, which require an environmental management plan, an annual
environmental report, a closure plan, an up-to-date register of plans
of the facility, preservation of public safety on closure, carrying out
rehabilitation works and ensuring sufficient funds exist for the
closure works. However, it is reasonably possible that the Group's
estimate of its ultimate rehabilitation liabilities could change as a
result of changes in regulations or cost estimates.
The Company is committed to rehabilitation of its properties and to
ensure that it is adequately provided to do so it makes use of
independent environmental consultants to advise it and it also uses
past experience in similar situations to ensure that the provisions for
rehabilitation are adequate.
There are no unasserted claims reflected in either of the provisions
for Syama or Morila.
While the ultimate clean-up costs may be uncertain, there are no
uncertainties with respect to joint and several liability that may
affect the magnitude of the contingency at either Syama or Morila as
the extent of these obligations are clearly defined in their respective
mining conventions.
The total cost of rehabilitation is estimated at $11 million, $2.6
million of which relates to Syama and will be spent within the next
twelve months and $8.4 million of which relates to Morila and the
majority of which will only be spent after nine years.
F-64
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
There are no other potentially responsible parties to consider for cost
sharing arrangements.
The Company carries insurance against pollution including cost of
cleanup. At present, there are no losses and or claims outstanding.
13. LONG-TERM LIABILITIES
2002 2001
$'000 $'000
-------- --------
Syndicated term loan and revolving facility 13.1 - 33,000
Morila project loan 13.2 14,538 26,372
Morila finance lease 13.3 7,642 8,272
BRGM 13.4 833 727
Morila Air Liquide finance lease 13.5 1,529 -
N.M Rothschild loan 13.6 1,841 -
Rolls-Royce Power Ventures 13.7 2,650 -
-------- --------
29,033 68,371
Less : Current portion disclosed under current liabilities (9,726) (11,224)
-------- --------
19,307 57,147
======== ========
13.1 SYNDICATED TERM LOAN AND REVOLVING FACILITY
NM Rothschild & Sons Limited acting as agent for a consortium of banks
comprising a syndicated loan facility of $25 million term loan and $10
million revolving credit facility as follows:
i) The syndicated term loan facility of $25 million was repaid in
full during 2002 financial year.
ii) The syndicated revolving facility of $10 million was repaid in
full during 2002 financial year.
The $10 million revolving facility which was raised under the
syndicated term loan and revolving facility and fully repaid in
November 2002, has been increased to US$20 million and remained undrawn
at the year end.
13.2 MORILA PROJECT LOAN
NM Rothschild & Sons Limited is acting as agent for a consortium of
banks for the Morila Project loan. The loan bears interest at US three
month LIBOR plus 2% per annum. The loan will be repaid over 5 years
commencing on 30 June 2001 and is collateralized over the assets of the
Morila project whose book value at December 31, 2002 amounted to $103.4
million (2001: $79.5 million). Additionally the Company has pledged its
interest in Morila Limited and related assets and Morila Limited has
pledged its interest in Morila and related assets to secure Morila's
obligations under this loan. It is non-recourse to the Company. The
weighted average interest rate for the year ended December 31, 2002 was
4.05% (2001: 5.73%).
F-65
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
Under the terms of this loan, the Company is required to enter into
certain gold price forward sales and option contracts in respect of
approximately 25% - 30% percent of Morila's first five years of
production.
Various debt covenants apply to the loan, including:
o Hedging arrangements as stipulated by NM Rothschild will be
put into place. The Company will provide evidence to the
effect that Morila Limited or AngloGold Limited has entered
into committed hedging agreements and that the proceeds of
sale of gold are sufficient to ensure that, as at all
calculation dates scheduled, no default would have occurred;
o Limitations on material assets disposals and acquisitions;
o No declaration, payment or distribution of dividends without
approval;
o Maintain insurance with reputable insurance companies;
o Establish the Debt Service Reserve Account with the minimum
credit balance on all dates equal to the aggregate principal
amount of and interest accruing on the loan and the aggregate
amount of premium accruing in connection with the Political
Risk Insurance during the six month period commencing on such
date;
o No other long-term indebtedness (other than noted below) is to
be incurred regarding the Morila project;
o No indebtedness shall exceed $2 million incurred by way of
capital leases other than the contractor for the development
of the mine and the Rolls-Royce power plant;
o The Government of Mali principal indebtedness in Morila S.A.
is not to exceed the original $1.6 million as stipulated in
the Convention;
o Certain financial ratios need to be adhered to throughout the
loan agreement.
13.3 MORILA FINANCE LEASE
Morila finance lease relates to five generators leased from Rolls-Royce
for Morila. The lease is repayable over ten years commencing 1 April
2001 and bears interest at a variable rate of which as at December 31,
2002 was approximately 15.54% per annum (December 31, 2001: 17.86%).
The lease is collateralized by plant and equipment whose net book value
at December 31, 2002 amounted to $8.1 million (2001: $6.4 million).
Average lease payments of $0.8 million are payable in installments over
the term of the lease. The Company has together with AngloGold Limited
jointly guaranteed the repayment of this lease.
F-66
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
13.4 BRGM
The Bureau de Recherches Geologiques et Minieres ("BRGM") loan is
uncollateralised and bears interest at the base rate of The Central
Bank of Western African States plus 2% per annum. The loan is repayable
from cash flows of the Loulo mine after repayment of all other loans.
13.5 MORILA AIR LIQUIDE FINANCE LEASE
Morila Air Liquide finance lease relates to three oxygen generating
units leased from Air Liquide for Morila. The lease is payable over 10
years commencing 1 December 2000 and bears interest at a variable rate
which as at December 31, 2002 was approximately 17% per annum. The
lease is collateralized by the gas producing equipment whose net book
value at December 31, 2002 amounted to $1.3 million.
13.6 N.M. ROTHSCHILD LOAN
On August 28, 2002 the Syama hedge transactions were closed through a
cancellation agreement with N.M. Rothschild & Sons Limited. On that
date the Company agreed to buy gold call options to offset existing
positions with N.M. Rothschild & Sons Limited comprising sold call
148,500 oz at $353/oz at a cost of $1,805,760. In lieu of the existing
premium due N.M. Rothschild & Son Limited agreed to lend to the Company
the sum of $1,805,760 on a pre-agreed repayment schedule to repay the
loan monthly through the 2004 financial year. The loan interest was
accrued and fixed at the prevailing LIBOR rate plus 3% per annum.
13.7 ROLLS-ROYCE POWER VENTURES
The Rolls-Royce Power Ventures loan relates to the settlement reached
in respect of the Syama Power Supply Contract. As at December 31, 2002
a total liability of $2.7 million was outstanding, after an initial
payment of $2.7 million in December 2002 was made. In terms of the
Settlement Agreement the outstanding balance will bear interest at
LIBOR plus 2% per annum on the outstanding balance and be paid in two
equal payments plus interest in December 2003 and December 2004. Refer
to note 10 for further details.
13.8 MATURITIES
The long-term liabilities mature over the following periods:
2002 2001
$'000 $'000
-------- -------
Year ending December 31, 2002 - 11,224
Year ending December 31, 2003 9,726 14,593
Year ending December 31, 2004 11,380 15,770
Year ending December 31, 2005 1,064 21,408
Year ending December 31, 2006 1,122 954
Year ending December 31, 2007 1,158 1,122
Thereafter 4,583 3,300
-------- -------
29,033 68,371
======== =======
F-67
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
14. LOANS FROM MINORITY SHAREHOLDERS IN SUBSIDIARIES
2002 2001
$'000 $'000
-------- -------
SOMISY 14.1
International Finance Corporation
- principal amount - 7,129
Government of Mali - principal amount 4,345 4,345
-------- -------
4,345 11,474
International Finance Corporation
Deferred interest - 5,201
Government of Mali - deferred interest 3,221 3,221
-------- -------
3,221 8,422
-------- -------
7,566 19,896
SOMILO 14.2
Government of Mali - principal amount 436 436
- deferred interest 1,504 1,293
-------- -------
1,940 1,729
-------- -------
Total Somisy and Somilo 9,506 21,625
======== =======
Losses of Somisy and Somilo have been attributed to the minority
shareholders as their loans are not repayable until there is "net
available cash". In the event of a liquidation of Somisy and Somilo the
shareholders loans and deferred interest are not guaranteed.
14.1 SOMISY
The loans to Somisy are uncollateralized and the principal portion was
repayable in full on December 15, 2003 provided there was "net cash
available" (as defined in the loan agreements) in Somisy.
The original terms of the loans provide for interest, payable monthly
at an average three month $ LIBOR plus 2%. All or part of the interest
due could be deferred if "net cash available" was insufficient to pay
in full. Deferred interest also incurred interest at the stated rate.
To date, no interest has been paid. Interest has been waived by mutual
agreement between the parties as of May 2001 due to the suspended
status of the operation.
Under the terms of the loans, the minority shareholders have a binding
agreement not to claim payment on these loans until they have made good
their share of the acccumulated loss. Unless there is net cash
available at the loan settlement date, the loan will be discharged to
the extent of the minority shareholders share of the accumulated
losses.
The Company purchased the IFC holding of 5% in July 2002 for a nominal
amount, thereby acquiring the IFC loan interest in Syama, and
accordingly reduced minority interests and shareholders' loan as
appropriate. The loan is treated as an inter-company balance and is
eliminated on consolidation.
F-68
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
14.2 SOMILO
The Government of Mali loan to Somilo is uncollateralized and bears
interest at the base rate of the Central Bank of West African States
plus 2%. The loan is repayable from cash flows of the Loulo mine after
repayment of all other loans.
15. LIABILITIES ON FINANCIAL INSTRUMENTS
2002 2001
$'000 $'000
------- -------
Mark to market of speculative
Financial instruments at year-end 15.1 (761) 707
Financial instrument liability 15.2 8,291 1,745
------- -------
7,530 2,452
======= =======
15.1 This reflects the mark-to-market adjustment on those derivative
instruments which do not, under the Group's accounting policy, qualify
for hedge accounting. These derivative instruments are further detailed
in note 21.
15.2 The financial instrument liability relates to Morila derivative
instruments which qualify for hedge accounting. These derivative
instruments are further detailed in note 21.
16. PENSION AND PROVIDENT FUNDS
The Company contributes to several defined contribution provident
funds. The provident funds are funded on the "money accumulative basis"
with the members' and Company contributions having been fixed in the
constitutions of the funds.
All the Company's employees are covered by the abovementioned
retirement benefit plans other than those directly employed by Somisy
and Morila. Retirement benefits for employees of Somisy and Morila are
provided by the Mali state social security system to which the Company
and employees contribute a fixed percentage of payroll costs each
month. Fund contributions by the Company for the years ended December
31, 2002 and December 31, 2001 amounted to $0.2 million and $0.3
million respectively.
17. SEGMENTAL INFORMATION
The Company's mining and exploration activities are conducted in West
Africa. An analysis of the Company's business segments, excluding
intergroup transactions, is set out below.
In January 2001, the Company announced suspension of mining operations
at Syama and put the mine on care and maintenance. Processing of
Stockpiles continued until early December 2001, when the operation was
placed on full care and maintenance. Syama's results are disclosed
separately in the table below.
F-69
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
A) YEAR ENDED DECEMBER 31, 2002
GROUP'S 40%
SHARE OF SYAMA CORPORATE AND
MORILA MINE (MALI) EXPLORATION TOTAL
$'000 $'000 $'000 $'000
----------- ------- ------------- ---------
PROFIT AND LOSS
Gold sales 131,440 - - 131,440
Mine production costs (22,234) - - (22,234)
----------- ------- ------------- ---------
Mining operating profit/(loss) 109,206 - - 109,206
Royalties (9,185) - - (9,185)
Interest expense (2,631) - (1,055) (3,686)
Interest received 195 - 30 225
Depreciation and amortization (8,578) - (187) (8,765)
Gain on financial instruments 429 (775) - (346)
Other income/(expenses) 295 (4,777) (773) (5,255)
Exploration and corporate expenditure (575) - (16,111) (16,686)
----------- ------- ------------- ---------
Income/(loss) before tax and minority interest 89,156 (5,552) (18,096) 65,508
Tax and minority interest - - 220 220
----------- ------- ------------- ---------
Net income/(loss) 89,156 (5,552) (17,876) 65,728
=========== ======= ============= =========
CAPITAL EXPENDITURE 5,464 - - 5,464
TOTAL ASSETS 116,720 8,571 48,567 173,858
TOTAL EXTERNAL LIABILITIES 44,213 8,375 2,285 54,873
NET CASH FLOWS GENERATED BY/(UTILIZED IN) OPERATIONS 88,112 (5,012) (12,467) 70,633
DIVIDENDS (56,800) - 56,800 -
NET CASH FLOWS GENERATED BY/(UTILIZED IN)
INVESTING ACTIVITIES (5,538) - (22) (5,516)
NET CASH (UTILIZED IN)/GENERATED FROM FINANCING ACTIVITIES (10,663) 5,559 (7,065) (12,169)
NET INCREASE IN CASH AND EQUIVALENTS 15,111 547 37,290 52,948
NUMBERS OF EMPLOYEES - 19 101 120
F-70
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
B) YEAR ENDED DECEMBER 31, 2001
GROUP'S 40%
SHARE OF SYAMA CORPORATE AND
MORILA MINE (MALI) EXPLORATION TOTAL
$'000 $'000 $'000 $'000
----------- ------- ------------- ---------
PROFIT AND LOSS
Gold sales 67,431 16,723 - 84,154
Termination costs related to closure of Syama - (1,470) - (1,470)
Mine production costs (21,017) (23,867) - (44,884)
----------- ------- ------------- ---------
Mining operating profit/(loss) 46,414 (8,614) - 37,800
Royalties (4,748) (1,053) - (5,801)
Interest expense (2,277) (1,009) (781) (4,067)
Interest received 243 - 2,050 2,293
Depreciation and amortization (6,815) - (282) (7,097)
Gain on financial instruments (214) 7,638 - 7,424
Other income/(expenses) (344) (4,709) 1,039 (4,014)
Exploration and corporate expenditure 70 - (9,379) (9,309)
----------- ------- ------------- ---------
Income/(loss) before tax and minority interest 32,329 (7,747) (7,353) 17,229
Tax and minority interest - 260 270 530
----------- ------- ------------- ---------
Net income/(loss) 32,329 (7,487) (7,083) 17,759
=========== ======= ============= =========
CAPITAL EXPENDITURE 9,795 2,805 1,382 13,982
TOTAL ASSETS 89,329 14,246 15,979 119,554
TOTAL EXTERNAL LIABILITIES 40,770 13,214 35,073 89,057
DIVIDENDS (6,400) - 6,400 -
NET CASH FLOWS GENERATED BY/(UTILIZED IN)
INVESTING OPERATIONS 26,838 (8,810) 3,242 21,270
NET CASH FLOWS GENERATED BY/(UTILIZED IN) ACTIVITIES (13,757) (3,668) 3,412 (14,013)
NET CASH (UTILIZED IN)/GENERATED FROM FINANCING ACTIVITIES (8,613) 8,453 (63,919) (64,079)
NET DECREASE IN CASH AND EQUIVALENTS (1,932) (4,025) (50,865) (56,822)
NUMBERS OF EMPLOYEES - 25 140 165
F-71
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
C) YEAR ENDED DECEMBER 31, 2000
GROUP'S 40%
SHARE OF SYAMA CORPORATE AND
MORILA MINE (MALI) EXPLORATION TOTAL
$'000 $'000 $'000 $'000
----------- ------- ------------- ---------
PROFIT AND LOSS
Gold sales 15,168 48,613 - 63,781
Mine production costs (4,078) (54,100) - (58,178)
----------- ------- ------------- ---------
Mining operating profit/(loss) 11,090 (5,487) - 5,603
Royalties (909) (2,809) - (3,718)
Interest expense (1,294) (3,233) (10,347) (14,874)
Interest received - - 2,167 2,167
Write down due to impairment - (74,606) - (74,606)
Depreciation and amortization (964) (11,244) - (12,208)
Gain on financial instruments - 3,602 - 3,602
Profit on sale of 40% of Morila - - 124,979 124,979
Other income/(expenses) 1 5,181 (2,154) 3,028
Exploration and corporate expenditure - - (10,870) (10,870)
----------- ------- ------------- ---------
Income/(loss) before tax and minority interest 7,924 (88,596) 103,775 23,103
Tax and minority interest - 1,111 147 1,258
----------- ------- ------------- ---------
Net income/(loss) 7,924 (87,485) 103,922 24,361
=========== ======= ============= =========
CAPITAL EXPENDITURE 61,074 4,456 320 65,850
TOTAL ASSETS 85,812 23,931 68,728 178,471
TOTAL EXTERNAL LIABILITIES 48,273 28,000 5,354 81,627
NET CASH FLOWS GENERATED BY/(UTILIZED IN)
INVESTING OPERATIONS 3,728 (55,826) 18,558 (33,540)
NET CASH FLOWS GENERATED BY/(UTILIZED IN) ACTIVITIES 1,620 13,088 50,179 64,887
NET CASH (UTILIZED IN)/GENERATED FROM FINANCING ACTIVITIES 1,613 39,845 (13,613) 27,845
NET DECREASE IN CASH AND EQUIVALENTS 6,961 (2,893) 55,124 59,192
NUMBERS OF EMPLOYEES 9 468 142 619
18. IMPAIRMENT OF LONG TERM ASSETS -- SYAMA MINE
In view of the continued operating costs being higher than the gold
price, the future cash flows of the Syama mine were lower than the net
carrying value of its long-term assets. Impairment write-downs
amounting to $ nil in 2002 and 2001, $74.6 million in 2000 and $45.0
million in 1999 were made against the long-term assets of Syama. These
represented the excess of the book value of long-term assets over the
net present value of the future cash flow of the Syama mine, and were
calculated as follows:
F-72
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2002 2001 2000
$'000 $'000 $'000
----- ----- ------
Property, plant and equipment (Syama) - net - - 53,548
Ore stockpiles - - 4,465
Insurance spares - - 10,815
Other receivables - - 5,778
----- ----- ------
- - 74,606
----- ----- ------
Net present value of Syama cash flows
Impairment write down - - 74,606
===== ===== ======
Accounted for as follows:
Write-down of property, plant and equipment - - 53,548
Write-down of insurance spares - - 10,815
Other receivables - - 5,778
Ore stockpiles - - 4,465
----- ----- ------
- - 74,606
===== ===== ======
At the end of 1999, Syama had a life of mine plan, based on an assumed reliable
power supply and the anticipated performance of its newly commissioned expanded
treatment facility. At that time, management expected the forecast throughput
and recovery at Syama to be achievable with the installed equipment, given a
reliable power supply.
In November 1998, on commissioning of the second phase of the Syama expansion
program, power generation became problematic. In the first few months of 1999,
several of the recently commissioned Fairbanks Morse generators failed, placing
a strain on the aging Caterpillar plant. This prevented the achievement of a
steady state of operation. It became apparent that Syama would not achieve its
forecasted mine plan without an alternate source of power. During June 1999,
Syama entered into an agreement with Rolls-Royce whereby Rolls-Royce undertook
to maintain and operate the Fairbanks Morse power plant while installing their
Allen 5012 units. The first unit arrived on site during October 1999 with a
scheduled commissioning date of February 2000.
When further delays in commissioning of the Rolls-Royce power units were
experienced in February 2000, the Company purchased four additional Caterpillar
3516 units at a cost of $0.36 million.
These events described above severely affected Syama's ability to meet its mine
plan. As at December 31, 1999, the Company deemed that there were indications of
impairment at the Syama operation and tested the Syama operation for impairment.
The impairment charge was recognized using the value in use method based upon
the following assumptions:
o recoverable proven and probable reserves of 2.12 million
ounces as at December 31, 1999, to be mined annually at a rate
of 265,000 ounces over a period of 8 years;
o sales price estimates based upon an average gold price of $300
per ounce or $636 million;
F-73
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
o a discount rate of 8%, which represented Syama's cost of
borrowings, plus an amount relating to the risks related to
this project;
o cash cost estimates based upon current working cost estimatees
of $250 per ounce, or $530 million; and
o capital cost estimates based upon current estimates of future
development costs to mine the current proven and probable
reserves of $8.3 million, of which $4.8 million related to the
two Allen 5012 units and $3.5 million related to an upgrading
of the plant.
A revised life of mine plan for the year 2000 was prepared based upon the
imminent availability of the Rolls-Royce generated power. The revised mine plan
indicated that with the timely supply of reliable power, the forecasted
production levels could be achieved. However, during the second quarter of 2000,
it became clear that the promised delivery of the reliable power supply from
Rolls-Royce would not occur as planned, and in the third quarter of 2000 Syama
instructed Rolls-Royce to remove their equipment from the operations. The
Company made this request even though the contract with Rolls-Royce did not
expressly provide that Rolls-Royce was in breach of the contract. At that time,
Rolls-Royce was also on site at the Company under contract to operate the
Company's existing power plant. Rolls-Royce continued to attempt to commission
their engines.
During the middle of 2000, due to the fact that Syama was still incurring
operational losses and the lack of a reliable power supply, the Company revised
the Syama mine plan. The Company deemed that there were indications of
impairment at the Syama operation and tested the Syama operation for impairment.
The impairment charge was recognized using the value in use method based upon
the following assumptions:
o recoverable proven and probable reserves of 1.68 million
ounces as at June 30, 2000, to be mined annually at a rate of
240,000 ounces over a period of 7 years;
o sales price estimates based upon an average gold price of $300
per ounce, or $504 million;
o a discount rate of 8%, which represented Syama's cost of
borrowings plus an amount relating to the risks related to
this project; and
o cash cost estimates based upon current working cost estimates
of $250 per ounce, or $420 million.
The first Allen 5012 unit commenced testing in late November 2000 and RRPV
claimed to have commissioned the number 2 Allen engine in January 2001. The
Company disputed this claim, since power interruptions continued. During the
Rolls-Royce power trials, plant availability was severely impaired as a result
of the frequent power outages affecting the entire plant, which also resulted in
equipment motor damage.
Syama had built up significant accumulated losses. With no apparent short-term
solution to the power generation problems, Syama had already decided to scale
back its operations in June 2000 and was attempting to run profitably at lower
levels of production using its own, non-Rolls-Royce generators. The scaling back
of operations continued in October 2000 with the development of a 30-month plan,
which involved the extraction of the remaining exposed ore in the pit with
limited waste stripping while the cessation of operations was considered.
F-74
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
As at December 31, 2000, due to the fact that Syama was still incurring
operational losses and the lack of a reliable power supply, the Company deemed
that there were indications of impairment at the Syama operation and tested the
Syama operation for impairment. The impairment charge was recognized using the
value in use method based upon the following assumptions:
o recoverable proven and probable reserves of 123,000 ounces as
at December 31, 2000, to be mined over a period of 30 months;
o sales price estimates based upon an average gold price of $290
per ounce or $35.7 million;
o a discount rate of 0%; and
o cash cost estimates based upon current working cost estimates
of $285 per ounce, or $35.1 million.
As the carrying value of the long-term assets exceeded the estimated future cash
flows, an impairment write down was calculated.
In the first half of April 2001, following the catastrophic failure of the first
Allen engine, Syama formally ended the contractual relationship with Rolls-Royce
by rescinding the contract. The Company believes it was entitled to rescind the
contract as a matter of law, although rescission was not an express remedy under
the contract. Shortly following the rescission, Rolls-Royce made an informal
oral offer to the Company to supply alternative power. The Company rejected the
offer, as a scale back in operations removed the need for additional power.
Rolls-Royce disputed the rescission of the contract, giving rise to litigation
between the parties, which was settled during December 2002.
The Company never recognized a capital lease obligation in its financial
statements in connection with its contract with Rolls-Royce because there was no
obligation on the part of the Company to pay for either engine unless and until
an engine was commissioned. None of the Rolls-Royce engines were ever
commissioned.
19. ADDITIONAL CASH FLOW INFORMATION
19.1 DISPOSAL OF SUBSIDIARIES
19.1.1 RANDGOLD RESOURCES MORILA LIMITED ("RRML")
On July 3, 2000, the Group concluded the sale of 50% of its wholly
owned subsidiary, RRML together with 50% of the shareholders' loan due
to the Group by Morila for an aggregate cash consideration of $132
million. Morila was, at that date, 80% owned by RRML and 20% by the
Mali Government. The book value of the Group's share of assets and
liabilities disposed of were as follows:
F-75
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2000
$'000
---------
Property, plant and equipment........................................ 59,965
Accounts payable..................................................... (3,512)
Accounts receivable.................................................. 1,820
Cash and equivalents................................................. 1,263
Long-term loans and loans from outside shareholders in subsidiaries.. (52,515)
---------
7,021
Sales price.......................................................... (132,000)
---------
Profit on sale....................................................... (124,979)
=========
At the date upon which the Group consummated the sale of 40% of its interest in
the Morila mine to AngloGold and in terms of the shareholder loan agreements,
the minority shareholders have a binding agreement not to claim payment on these
loans until there was "net cash available" within Morila, the loan could not be
settled, and was deemed to be a permanent investment by the shareholder in
Morila and treated as a component of Morila's shareholders equity.
20. FAIR VALUE AND RISKS OF FINANCIAL INSTRUMENTS
The Company's financial instruments are set out in note 21.
In the normal course of its operations, the Company is exposed to
commodity price, currency, interest, liquidity and credit risk. In
order to manage these risks, the Company may enter into transactions
which makes use of off-balance sheet financial instruments. They
include mainly gold forward and gold option contracts.
20.1 CONCENTRATION OF CREDIT RISK
The Company's financial instruments do not represent a concentration of
credit risk because the Company sells its gold to and deals with a
variety of major financial institutions. Its receivables and loans are
regularly monitored and assessed and an adequate level of provision for
doubtful debts is maintained.
Gold bullion, the Group's principal product, is produced in Mali. The
gold produced is sold to reputable gold refineries. Because of the
international market for gold the Group believes that no concentration
of credit risk exists with respect to the selected refineries to which
the gold is sold.
20.2 FOREIGN CURRENCY AND COMMODITY PRICE RISK
In the normal course of business, the Group enters into transactions
denominated in foreign currencies (primarily South African rands and
Communaute Financiere Africaine Franc). As a result, the Group is
subject to transaction exposure from fluctuations in foreign currency
exchange rates.
Generally the Group does not hedge its exposure to gold price
fluctuation risk and sells at market spot prices. These prices are in
US dollars and do not expose the Group to any currency fluctuation
risk. However, during periods of capital expenditure or loan finance,
the Company secures a floor price through simple forward contracts and
options whilst maintaining significant
F-76
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
exposure to spot prices. Approximately 20% of Morila's planned
production has been sold forward for the years 2003 to 2004.
20.3 INTEREST RATES AND LIQUIDITY RISK
Fluctuation in interest rates impact on the value of income received
from short-term cash investments and interest payment relating to
financing activities (including long-term loans), giving rise to
interest rate risk.
In the ordinary course of business, the Company receives cash from its
operations and is required to fund working capital and capital
expenditure requirements. This cash is managed to ensure surplus funds
are invested in a manner to achieve maximum returns while minimising
risks. The Group has been able to in the past actively source financing
through public offerings, shareholders loans and third party loans.
21. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and fair values of
the Company's financial instruments outstanding at December 31, 2002
and 2001. The fair value of a financial instrument is defined as the
amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or
liquidation sale.
DECEMBER 31, 2002 DECEMBER 31, 2001
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
$'000 $'000 $'000 $'000
-------- ----- -------- -----
FINANCIAL ASSETS
Cash and equivalents 59,631 59,631 6,683 6,683
Restricted cash 4,526 4,526 4,474 4,474
Receivables 14,262 14,262 16,558 16,558
FINANCIAL LIABILITIES
Accounts payable 20,564 20,564 22,942 22,042
Bank overdraft 1,170 1,170 1,708 1,708
Long-term debt (excluding loans from outside shareholders)
Liabilities on financial instruments 19,307 19,307 57,147 57,147
7,530 7,530 2,452 2,452
F-77
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
FINANCIAL INSTRUMENTS
Details of on balance sheet gold derivative contracts as at December
31, 2002:
------------------------- ----------------------------------------- --------------------------------------------
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
------------------------- ----------------------------------------- --------------------------------------------
MATURITY DATES PUTS PURCHASED FORWARD SALES PURCHASED CALLS CALLS SOLD
------------------------- -------------------- -------------------- --------------------- ----------------------
OUNCES $/OZ OUNCES $/OZ OUNCES $/OZ OUNCES $/OZ
---------- --------- --------- ---------- ----------- --------- ----------- ----------
MORILA
(attributable portion)
December 31, 2003 - - 60,581 275 21,446 350 - -
December 31, 2004 - - 51,941 275 18,384 360 - -
------------------------- ---------- --------- --------- ---------- ----------- --------- ----------- ----------
And at December 31, 2001:
------------------------- ----------------------------------------- --------------------------------------------
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
------------------------- ----------------------------------------- --------------------------------------------
MATURITY DATES PUTS PURCHASED FORWARD SALES PURCHASED CALLS CALLS SOLD
------------------------- -------------------- -------------------- --------------------- ----------------------
OUNCES $/OZ OUNCES $/OZ OUNCES $/OZ OUNCES $/OZ
---------- --------- --------- ---------- ----------- --------- ----------- ----------
MORILA
(attributable portion)
December 31, 2002 24,000 275 67,296 275 23,822 340 24,000 310
December 31, 2003 - - 60,581 275 21,446 350 - -
December 31, 2004 - - 51,591 275 18,384 360 - -
SYAMA
Dec. 31, 2004 - - - - - - 148,500 353
------------------------- ---------- --------- --------- ---------- ----------- --------- ----------- ----------
The total fair value of the above financial instruments as at December
31, 2002 was a loss of $7.5 million (2001: $2.5 million).
ESTIMATION OF FAIR VALUES
Receivables, restricted cash, accounts payable, bank overdrafts and
cash and equivalents.
The carrying amounts are a reasonable estimate of the fair values
because of the short maturity of such instruments.
LONG-TERM DEBT
The fair value of market-based floating rate long-term debt is
estimated using the expected future payments discounted at market
interest rates.
No fair value is determinable for the loans from minority shareholders
as repayment is contingent on net available cash from the projects.
GOLD PRICE CONTRACTS
The fair value of gold price forward and option contracts has been
determined by reference to quoted market rates at year-end balance
sheet dates.
F-78
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
22. COMMITMENTS AND CONTINGENT LIABILITIES
22.1 CAPITAL EXPENDITURE
2002 2001
$'000 $'000
------ ------
Contracts for capital expenditure 794 150
Authorised but not contracted for 73 1,537
------ ------
867 1,687
====== ======
23. RELATED PARTY TRANSACTIONS
Due to the Company not having a corporate presence in South Africa, a
service agreement was entered into with its holding company Randgold &
Exploration Company Limited. In terms of the agreement, the Company
reimburses its holding company for the actual expenditure incurred on
its behalf including office accommodation, payroll administration and
other services.
Reimbursements charged for the year ended December 31, 2002 amounted to
$0.1 million (2001 : $0.4 million) Included in accounts payable is an
amount of $0.1 million owing to the holding company at December 31,
2002 (2001 : $0.19 million).
The agreement was revised on February 3, 2003 whereby payroll
administration fees will be reimbursed at cost plus 5%, office rental
is payable at R51,000 per month and all other expenses incurred will be
reimbursed as incurred.
In terms of the Operator Agreement between Morila S.A. and AngloGold
Services Mali S.A., a management fee, calculated as 1% of the total
sales of Morila, is payable to AngloGold Service Mali S.A. quarterly in
arrears. The attributable management fees for the year ended December
31, 2002 amounted to $1.3 million (2001: $0.7 million).]
24. SUBSEQUENT EVENTS
Effective March 10, 2003, the Company changed the number of ordinary
shares represented by each of its ADSs from two ordinary shares per ADS
to one ordinary share per ADS. In connection with this "ratio change",
the Company's ADR holders of record on March 7, 2003 received one (1)
additional ADR for every one (1) ADR they held. The prices of the
Company's ADRs as quoted by the Nasdaq National Market reflected this
change beginning at the commencement of trading on March 11, 2003.
25. RECONCILIATION TO US GAAP
The Group `s consolidated financial statements included in this annual
report have been prepared in accordance with International Accounting
Standards ("IAS") which differs in certain respects from Generally
Accepted Accounting Principles in the United States ("US GAAP"). The
effect of applying US GAAP to net income and shareholders' equity is
set out below along with an explanation of applicable differences
between IAS and US GAAP.
F-79
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
(A) RECONCILIATION OF NET INCOME FOR THE YEARS ENDED DECEMBER 31,
2002, 2001 AND 2000
RECONCILIATION OF NET INCOME
Dollars in THOUSANDS, except where otherwise noted 2002 2001 2000
$'000 $'000 $'000
---------- ---------- ----------
NET INCOME UNDER IAS 65,728 17,759 24,361
US GAAP ADJUSTMENTS
Share option compensation adjustment (5,991) (1,739) -
Provision for environmental rehabilitation (76) (100) (38)
---------- ---------- ----------
NET INCOME UNDER US GAAP BEFORE CHANGE IN ACCOUNTING POLICY 59,661 15,920 24,323
Change in accounting policy, net of tax - 515 -
---------- ---------- ----------
NET INCOME UNDER US GAAP 59,661 16,434 24,323
OTHER COMPREHENSIVE INCOME
Change in accounting policy for items which meet the criteria
for cash flow hedges - 2,388 -
Changes in the value of cash flow hedges during the year (6,548) (4,133) -
---------- ---------- ----------
COMPREHENSIVE INCOME UNDER US GAAP 53,113 14,690 24,323
========== ========== ==========
Weighted average common shares outstanding 25,147,820 30,571,646 33,062,209
Diluted weighted average common shares outstanding 25,408,733 30,761,905 33,294,452
Basic earnings per share under US GAAP ($) 2.37 0.54 0.74
Fully diluted earnings per share under US GAAP ($) 2.35 0.53 0.73
RECONCILIATION OF SHAREHOLDERS' EQUITY
2002 2001
$'000 $'000
------- ------
Total shareholders' equity under IAS 118,985 30,497
US GAAP ADJUSTMENTS
Provision for environmental rehabilitation (214) (138)
------- ------
TOTAL SHAREHOLDERS' EQUITY UNDER US GAAP 118,771 30,359
======= ======
The following is a summary of the differences between IAS and US GAAP as
applicable to the Group.
SHARE OPTION COMPENSATION ADJUSTMENT: Under IAS there is no requirement to
account for stock compensation based expenditure.
Under US GAAP where a company undertakes a stock re-pricing whereby existing
options are cancelled and reissued at a lower price, such options are
mark-to-market with reference to the difference between the grant price and
Company stock price, with the difference recognized as stock compensation
expense.
PROVISION FOR ENVIRONMENTAL REHABILITATION. Currently under IAS, full provision
is made based on the net present value of the estimated cost of restoring the
environmental disturbance that has occurred up to balance sheet date. Annual
increases in the provision relating to the change in the net present value
F-80
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
of the provision and inflationary increases are shown separately in the
statement of operations. Under US GAAP, expenditure estimated to be incurred on
long-term environmental obligations is provided over the remaining lives of the
mines through charges in the statement of operations. The Company will adopt FAS
143 "Accounting for Obligations Associated with the Retirement of Long-Lived
Assets" on January 1, 2003 which will eliminate this GAAP difference
prospectively.
CHANGE IN ACCOUNTING POLICY
Under IAS, a change in accounting policy is presented as a restatement to the
prior's fiscal period shareholders' equity. Accordingly the Company restated its
fiscal 2000 shareholders' equity for the impact of adopting IAS 39 "Financial
Instruments: Recognition and Measurement". Under US GAAP a change in accounting
policy is recorded as a cumulative effect of change in accounting principle
adjustment on the first day of the fiscal year in which the Company adopts the
new accounting standard. The Company adopted FAS 133 "Accounting for Derivative
instruments and Hedging Activities" on January 1, 2001, and accordingly adjusted
net income by $0.5 million for those financial instruments which did not meet
the criteria for hedge accounting and other comprehensive income by $2.4 million
for those financial instruments which met the cash flow hedge accounting
criteria.
(B) ADDITIONAL QUANTITATIVE AND QUALITATIVE US GAAP DISCLOSURES
STOCK BASED COMPENSATION DISCLOSURES
The Company has an employee share option scheme ("Randgold
Resources Share Option Scheme" hereafter referred to as the
RRSOR scheme) under which all employees may be granted options
to purchase shares in RRL's authorized but unissued common
stock. During 1998 the rules of RRSOR scheme were revised
whereby up to 10% of the outstanding share capital of the
Company may be reserved for the scheme. As at December 31,
2002, December 31, 2001 and December 31, 2000, 4,121,644,
3,371,644 and 3,307,662 shares respectively, were available to
be granted in terms of the RRSOR scheme rules. In terms of the
rules of the RRSOR scheme, the option purchase price is equal
to fair market value at the date of grant.
On January 29, 2001, 873,200 options granted to various
employees at prices between $4.25 and $10.00 were cancelled
and reissued at $3.30, the Company's stock price at that date,
which was lower than the grant price on the original grant
date. These options have been marked to market with reference
to the difference between the grant price and the Company
stock price at year end, with the difference recognized in
earnings as stock compensation expense.
Options currently expire no later than ten years from the
grant date. Options granted to directors and senior management
have the following vesting period: at the date of grant a
third of the total option vests, and annually upon anniversary
of the grant date a further third of the total option grant
vests.
Options granted to other employees vest as follows: on the
second anniversary of the grant date a third of the total
option grant vests, and annually therefore upon anniversary of
the grant date a further third of the total option grant
vests.
The total number of shares available to RRSOR was amended from
10% to 15% of issued share capital at an extraordinary general
meeting held on July 23, 2001. However,
F-81
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
the number of actual shares available for distribution was
reduced following completion of the share buyback scheme in
October 2001.
Share option activity was as follows: (all figures are number
of shares, except for average price per share data)
AVAILABLE FOR NUMBER OF AVERAGE PRICE
GRANT SHARES PER SHARE
($)
BALANCE AT DECEMBER 31, 1999 562,734 2,739,457 -
Shares authorized during the year 2,021 - -
Shares lapsed during the year 210,678 (210,678) 4.01
Shares granted during the year (128,000) 128,000 3.64
Shares exercised during the year - (20,213) 3.96
------------ ------------
BALANCE AT DECEMBER 31, 2000 647,433 2,636,566 -
Amendment to the share option scheme (35,759) 23,664 -
Shares authorized during the year 99,740 - -
Shares lapsed during the year 1,010,259 (1,010,259) 4.65
Shares granted during the year (1,210,000) 1,210,000 3.37
Shares exercised during the year - (1,013,404) 3.06
------------ ------------
BALANCE AT DECEMBER 31, 2001 511,673 1,846,657 -
Shares authorized during the year 750,000 - -
Shares lapsed during the year 25,322 (25,322) 3.69
Shares granted during the year (1,026,639) 1,026,639 6.48
Shares exercised during the year - (202,110) 3.61
------------ ------------
BALANCE AT DECEMBER 31, 2002 260,356 2,645,774 -
============ ============
The table below summarizes information about the options outstanding:
OUTSTANDING OPTIONS
WEIGHTED AVERAGE WEIGHTED
NUMBER OF CONTRACTUAL LIFE AVERAGE EXERCISE
RANGE OF EXERCISE PRICE ($) SHARES (IN YEARS) PRICE ($)
AT DECEMBER 31, 2002
2.3 -- 4.97 1,081,259 7.61 3.46
5.00 -- 7.00 1,135,239 8.39 6.40
10.00 -- 16.50 429,276 4.15 13.46
--------- ---------------- -----------------
2,645,774 7.38 6.34
========= ================ =================
AT DECEMBER 31, 2001
2.3 -- 4.97 1,262,717 8.57 3.46
5.00 -- 7.00 112,600 7.72 5.62
10.00 -- 16.50 471,250 5.20 13.73
--------- ---------------- -----------------
1,846,567 7.66 6.21
========= ================ =================
F-82
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
The table below summarizes the information about the RRSOR exercisable options
outstanding:
EXERCISABLE OPTIONS
NUMBER OF WEIGHTED AVERAGE
EXERCISE PRICE ($) SHARES EXERCISE AVERAGE ($)
AT DECEMBER 31, 2002
2.50 -- 4.97 608,159 3.49
5.00 -- 7.00 64,600 6.03
10.00 -- 16.50 429,276 13.46
--------- --------------------
1,102,035 7.52
--------- --------------------
The options exercisable on December 31, 2002, 2001 and 2000 were
1,102,035, 1,005,012 and 1,338,392 respectively. The range of option
exercise prices is wide primarily due to fluctuations of the price of
the Company's stock over the period of the grants.
The Company has elected to follow APB Opinion No. 25 "Accounting for
Stock Issued to Employees and related interpretations". Under APB No.
25, because the exercise price of the Company's employee stock options
equaled the market price of the underlying stock on the date of grant,
no compensation expense was recognized in the Company's financial
statements.
However, in the case of options which are re-priced, FIN 44 "Accounting
for Certain Transactions involving stock compensation on interpretation
of APB 25" requires that stock compensation be recognized for such
re-pricing, reflecting the subsequent movement in the value of the
option.
Pro-forma information regarding net income and earnings per share is
required by SFAS No.123 "Accounting for Stock-Based Compensation". This
information is required to be determined as if the Company had
accounted for its employee stock options, granted subsequent to
December 31, 1995, under the fair value method of that statement.
The fair value of options granted in the fiscal years ended December
31, 2002, December 31, 2001 and December 31, 2000, reported below has
been estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted assumptions:
2002 2001 2000
Expected life (in years) 4 4 5
Risk free interest rate - RRSOR
Scheme 1.9% 3.9% 6.0%
Volatility 84% 61% 80%
Dividend yield 0% 0% 0%
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective assumptions, including
the expected stock price volatility. Because the Company's options have
characteristics significantly different from those of traded options,
and because changes in the subjective input assumptions can materially
affect the fair value estimate, in the opinion of management, the
existing model does not necessarily provide a reliable single measure
of the fair value of its options.
F-83
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
During the fiscal years ended December 31, 2002, December 31, 2001 and
December 31, 2000, the weighted average estimated fair value of
employee stock options granted under the RRSOR Scheme was $4.07, $1.86
and $2.60 per share, respectively.
The following table illustrates the effect on net income and earnings
per share, as determined under US GAAP if the Company had applied the
fair value recognition provisions of FAS 123, to stock-based employee
compensation.
(In thousands except for earnings per share information): 2002 2001 2000
$'000 $'000 $'000
------- ------- -------
Net income as reported under US GAAP 59,661 16,434 24,323
Less: Total stock-based compensation expense determined
under fair value based method of all awards (1,707) (2,298) (4,010)
------- ------- -------
Pro-forma net income 57,954 14,136 20,313
======= ======= =======
Earnings per share:
Basic - as reported ($) 2.37 0.54 0.74
Basic - pro forma ($)) 2.30 0.46 0.61
Diluted - as reported ($) 2.35 0.53 0.73
Diluted - pro forma ($) 2.28 0.46 0.61
The impact on pro-forma net income and earnings per share in the table
above may not be indicative of the effect in future years. The Company
continues to grant stock options to new employees. This policy may or
may not continue.
IMPAIRMENT OF ASSETS
Under IAS a company is required to annually assess whether there are
any indications that an asset may be impaired. Should there be such an
indicator, the asset must be tested for impairment. An impairment loss
must be recognized in the statement of operations, should an assets
carrying amount exceed its recoverable amount. The impairment loss is
the difference between the assets carrying amount and its recoverable
value. The recoverable amount is the higher of the assets net selling
price or its value in use. Value in use is the future cash flows to be
derived from the particular asset, discounted to present value using a
pre-tax market determined rate that reflects the current assessment of
the time value of money and the risks specific to the asset. The
reversal of an impairment loss in subsequent periods is permitted when
there has been a change in economic conditions or the expected use of
the asset.
Under US GAAP a company is required to test for impairment whenever
there is an indication of impairment. For assets to be held and used,
impairment is first measured by reference to undiscounted cash flows.
If impairment exists the company must measure impairment by comparing
the assets fair value to its carrying value. If there is no impairment
by reference to undiscounted cash flows, no further action is required
but the useful life of the asset must be reconsidered.
F-84
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
Assets classified as held for disposal must be measured at the lower of
the carrying amount or fair value less selling costs. The impairment
loss is based on the assets fair value, being either market value (if
an active market for the asset exists) or the sum of undiscounted
future cash flows. The discount rate reflects the risk that is specific
to that asset. For assets to be disposed of, the loss recognized is the
excess of the assets carrying amount over its fair value less costs to
sell. The reversal of previously recognized impairment losses is
prohibited.
The Company has not recognized a difference between IAS and US GAAP, in
accounting for the impairment of the Syama mine as following the two
step impairment methodology under US GAAP, on an undiscounted basis,
the future cash flows of the Syama mine did not exceed the carrying
value and accordingly the Syama mine assets were deemed to be impaired.
The Company then utilized the same discount rate to determine the fair
value of the Syama mine assets, and accordingly there was no difference
between the impairment charge recognized under IAS and US GAAP.
CONTINGENCIES
Under IAS, a loss contingency is recognized when (1) an enterprise has
a present obligation, (2) it is probable that the obligation will
result in an outflow of economic resources, and (3) the amount of the
obligation can be estimated reliably. All three conditions have to be
met for a loss contingency to be recognized. Probable is defined as
more likely than not, that the obligation will be incurred.
Under US GAAP a loss contingency shall be accrued for by a charge to
income if both of the following conditions are met. (1) Information is
available prior to issuance of the financial statements which indicates
that it is probable that an asset had been impaired or a liability had
been incurred at the date of the financial statements. It is implicit
in this condition that it must be probable that one or more future
events will occur confirming the fact of the loss, and (2) the amount
of loss can be reasonably estimated.
Probable is defined as a future event or events which are likely to
occur, that will result in an obligation being incurred.
The Company believes that there is no difference in accounting for its
contingent liabilities under IAS and US GAAP.
JOINT VENTURE EQUITY ACCOUNTING DISCLOSURES
Under IAS the Company accounts for its interest in the incorporated
Morila S.A. Limited joint venture using the proportionate consolidation
method.
Under US GAAP interests in incorporated joint ventures are accounted
for under the equity method.
Although this presentation under US GAAP would have resulted in a
significantly different balance sheet and income statement presentation
to that currently presented under IAS, it has no impact on the income
and net asset value of the Company, save for any IAS/US GAAP
differences applicable to the joint venture.
F-85
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
The following presents the summarized income statement, balance sheet
and cash flow statements of the Company under US GAAP, had the results
of operations and financial position of the Morila Limited joint
venture been accounted for under the equity method:
(A) BALANCE SHEET
As at December 31
2002 2001
$'000 $'000
-------- --------
ASSETS
CURRENT ASSETS
Cash and equivalents 39,491 1,654
Receivables 8,544 13,147
Inventories 3,037 2,921
-------- --------
Total current assets 51,072 17,722
NON-CURRENT ASSETS
Property, plant and equipment, net 13,143 13,383
Investment in joint venture 72,574 47,002
-------- --------
TOTAL ASSETS 136,789 78,107
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities 8,887 10,916
Bank overdraft 1,170 1,708
-------- --------
TOTAL CURRENT LIABILITIES 10,057 12,624
NON-CURRENT LIABILITIES
Provision for environmental rehabilitation 2,632 2,032
Long-term liabilities 3,999 30,727
Loans from outside shareholders in subsidiaries 1,330 1,335
Liabilities on financial instruments - 1,030
-------- --------
TOTAL NON-CURRENT LIABILITIES 7,961 35,124
-------- --------
TOTAL LIABILITIES 18,018 47,748
SHAREHOLDERS' EQUITY
Share capital 2,766 2,246
Additional paid-in capital 198,348 163,569
Accumulated losses 74,050) (133,711)
Other reserves (8,293) (1,745)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 118,771 30,359
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 136,789 78,107
======== ========
F-86
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
(B) INCOME STATEMENT
For the years ended December 31
2002 2001 2000
$'000 $'000 $'000
--------- --------- --------
Revenues from product sales - 16,723 48,613
Production costs - (25,337) (54,100)
--------- --------- --------
Operating loss - (8,614) (5,487)
Interest received 30 2,050 2,167
Interest expense (1,055) (1,790) (13,580)
Royalties - (1,053) (2,809)
Depreciation and amortization (1,651) (1,482) (11,244)
Exploration and corporate expenditure (16,111) (9,379) (10,870)
Impairment of assets - Syama mine - - (74,606)
(Loss)/profit on financial instruments (775) 7,638 3,602
Profit on sale of Morila - - 124,979
Other (expenses)/income (11,519) (3,947) 3,005
--------- --------- --------
(Loss)/profit before taxes (31,081) (16,577) 15,179
Income tax expense - (126) (363)
--------- --------- --------
(Loss)/profit before equity income and minority interests
Equity income of joint venture (31,081) (16,705) 14,794
Minority interest 90,522 32,482 7,908
220 656 1,621
--------- --------- --------
Net income 59,661 16,434 24,323
========= ========= ========
(C) SUMMARISED CASH FLOW STATEMENT
For the years ended December 31
2002 2001 2000
$'000 $'000 $'000
--------- --------- --------
Cash flow utilized in operating activities (19,436) (5,841) (52,453)
Cash flow generated/(utilized in) by
investing activities 21 (173) 166,049
Cash flow generated/(utilized in)
financing activities 57,252 (60,558) (61,365)
--------- --------- --------
Net increase/(decrease) in cash
equivalents 37,837 (54,890) 52,231
========= ========= ========
F-87
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
The following is summarized audited financial information related to Morila S.A.
prepared in accordance with US GAAP for the years ended December 31.
2002 2001 2000
$'000 $'000 $'000
--------- --------- --------
MORILA S.A.
Current assets 100,506 50,810 45,665
Non-current assets 159,071 150,537 136,055
Current liabilities (29,193) (27,260) (53,245)
Non-current liabilities (81,820) (93,457 (108,687)
--------- --------- --------
Shareholders' equity 149,043 80,630 19,788
========= ========= ========
Revenues 328,652 168,583 37,920
Costs and expenses (102,347) (88,666) (18,149)
Income before change in accounting policy
--------- --------- --------
226,305 79,917 19,771
Change in accounting policy - 1,288 -
--------- --------- --------
Net income 226,305 81,205 19,771
========= ========= ========
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" ("SFAS
143"). SFAS 143 establishes accounting standards for
recognition and measurement of a liability at fair value for
an asset retirement obligation and an addition to the
associated asset retirement cost. The accretion of interest
expense each period is subsequently recorded as an expense and
added to the liability. The Company is required to adopt SFAS
143 effective January 1, 2003. The Company has determined that
the adoption of FAS 143 will not have a material impact on its
results of operations and financial position.
In April 2002, the FASB issued Statements of Accounting
Standards No. 145, "Rescission of SFAS Nos. 4, 44 and 64,
Amendment of SFAS 13, and Technical Corrections as of April
2002" ("SFAS 145"). SFAS 145 rescinds SFAS No. 4, "Reporting
Gains and Losses from Extinguishment of Debt," SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers", and SFAS
64, "Extinguishments of Debt made to satisfy Sinking-Fund
requirements". As a result, gains and losses from
extinguishment of debt will no longer be classified as
extraordinary items unless they meet the criteria of unusual
or infrequent as described in Accounting Principles Boards
Opinion 30, "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". In addition, SFAS 145 amends SFAS 13,
"Accounting for Leases", to eliminate an inconsistency between
the required accounting for sale-leaseback transactions and
the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback
transactions. SFAS 145 also amends other existing
authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability
under changed conditions. SFAS 145 is effective for fiscal
years beginning after May 15, 2002. The Company has determined
that the
F-88
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
adoption of SFAS 145 will not have a material impact on its
results of operations and financial position.
In June 2002, the FASB issued Statement of Accounting
Standards No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities" ("SFAS 146"). This Statement addresses
financial accounting and reporting for costs associated with
exit or disposal activities and nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a
Restructuring)" ("EITF 94-3"). SFAS 146 eliminates the
definition and requirements for recognition of exit costs in
EITF 94-3. SFAS 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized
when the liability is incurred. Under EITF 94-3, a liability
for an exit cost as defined in EITF 94-3 was recognized at the
date of an entity's commitment to an exit plan. SFAS 146 also
concludes that an entity's commitment to a plan, by itself,
does not create a present obligation to others that meets the
definition of a liability. SFAS 146 also establishes that fair
value is the objective for initial measurement of the
liability. SFAS 146 is effective for exit or disposal
activities initiated after December 31, 2002. The Company has
determined that the adoption of SFAS 146 will not have a
material impact on its results of operations and financial
position.
In December 2002, the FASB issued Statements of Financial
Accounting Standards No 148, "Accounting for Stock-Based
Compensation Transition and Disclosure - an amendment of FAS
123". Under FAS 148, the statement provides alternative
methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee
compensation. In addition, this statement amends the
disclosure requirements of Statement 123 to require prominent
disclosure on both annual and interim financial statements
about the method of accounting for stock-based employee
compensation and the effect of the method used on reported
results. The amendments to Statement 123 in paragraphs
2(a)-2(e) of this statement shall be effective for financial
statements for fiscal years ending after December 15, 2002.
Earlier application of the transition provisions in paragraphs
2(a)-2(d) is permitted for entities with a fiscal year ending
prior to December 15, 2002, provided that financial statements
for the 2002 fiscal year have not been issued as of the date
this Statement is issued. Early application of the disclosure
provisions in paragraph 2(e) is encouraged. The Company has
adopted the disclosure provisions of paragraph 2(e) of SFAS
148, and as it will continue to apply APB 25 and its related
interpretations in accounting for its stock option plan, SFAS
148 will not have an impact on its results of operations and
financial position.
In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of
Others an interpretation of FASB Statements No. 5, 57, and 107
and rescission of FASB Interpretation No. 34" ("FIN 45"). This
interpretation elaborates on the disclosures to be made by a
guarantor in its interim and annual financial statements about
its obligations under certain guarantees that it has issued.
It also clarifies that a guarantor is required to recognize,
at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee.
This interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability
over the term of the related guarantee. This interpretation
also incorporates, without change, the guidance in FASB
Interpretation No. 34, Disclosure of Indirect Guarantees of
Indebtedness of Others, which is being superseded.
F-89
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
The initial recognition and initial measurement provisions of
this interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's fiscal year-end. The
disclosure requirements in this Interpretation are effective
for financial statements of interim or annual periods ending
after December 15, 2002. The interpretive guidance
incorporated without change from Interpretation 34 continues
to be required for financial statements for fiscal years
ending after June 15, 1981 - the effective date of
Interpretation 34. The Company has determined that FIN 45 will
have no impact on its results of operations and financial
position as it has issued no guarantees to external parties.
In January 2003, the FASB issued FASB Interpretation No. 46
"Consolidation of Variable Interest Entities - an
interpretation of ARB No. 51 " ("FIN 46"). This interpretation
of Accounting Research Bulletin No. 51. Consolidated Financial
Statements, addresses consolidation by business enterprises of
variable interest entities which have one or both of the
following characteristics:
1. The equity investment at risk is not sufficient to
permit the entity to finance its activities without
additional subordinated financial support from other
parties, which is provided through other interests
that will absorb some or all of the expected losses
of the entity;
2. The equity investors lack one or more of the
following essential characteristics of a controlling
financial interest:
a) he direct or indirect ability to make
decisions about the entity's activities
through voting rights or similar rights.
b) The obligation to absorb the expected losses
of the entity if they occur, which makes it
possible for the entity to finance its
activities.
c) The right to receive the expected residual
returns of the entity if they occur, which
is the compensation for the risk of
absorbing the expected losses.
This Interpretation applies immediately to variable interest
entities created after January 31, 2003, and to variable
interest entities in which an enterprise obtains an interest
after that date. It applies in the first fiscal year or
interim period beginning after June 15, 2003, to variable
interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The
Interpretation applies to public enterprises as of the
beginning of the applicable interim or annual period, and it
applies to nonpublic enterprises as of the end of the
applicable annual period. This Interpretation may be applied
prospectively with a cumulative-effect adjustment as of the
date on which it is first applied or by restating previously
issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first
year restated. The Company has determined that FIN 46 will
have no impact on its results of operations and financial
position as it is not a party to any transactions with
variable interest entities.
F-90
REPORT OF THE INDEPENDENT AUDITORS
To the Board of Directors of Randgold Resources Limited
We have audited tmhe accompanying balance sheets of Societe des Mines de Morila
SA. (the "Company") as of December 31, 2002 and 2001, and the related statements
of operations, of cash flows and changes in shareholders' equity for each of the
three years in the period ended December 31, 2002. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with International Standards on Auditing
and Auditing Standards Generally Accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosure in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2002 and 2001 and of the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2002 in conformity with
International Accounting Standards.
As discussed in note 2.13 to the financial statements, the Company changed its
method of accounting for derivative financial instruments.
International Accounting Standards vary in certain significant respects from
accounting principles generally accepted in the United States of America. The
application of the latter would have affected the determination of the Company's
net income for each of the three years in the period ended December 31, 2002 and
the determination of shareholders' equity at December 31, 2002 and 2001 to the
extent summarized in Note 23 to the financial statements.
/s/ PRICEWATERHOUSECOOPERS INC.
Chartered Accountants (SA)
Registered Accountants and Auditors
Johannesburg, South Africa
March 11, 2003
F-91
SOCIETE DES MINES DE MORILA S.A.
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
NOTES 2002 2001 2000
$'000 $'000 $'000
-------------- ------------ -------------
REVENUE 14 328,652 168,583 37,920
Operating costs (97,783) (79,178) (14,875)
--------------- ------------- --------------
OPERATING PROFIT 15 230,868 89,405 23,045
OTHER EXPENDITURE - NET (4,372) (9,238) (3,236)
--------------- ------------- --------------
- - interest received 486 1,087 20
- - finance charges (6,574) (9,266) (3,256)
- - other financial income/(costs) 1,715 (1,059) -
--------------- ------------- --------------
PROFIT BEFORE TAXATION 226,496 80,167 19,809
Taxation 16 - - -
-------------- ------------ -------------
NET PROFIT 226,496 80,167 19,809
============== ============ =============
See notes to the financial statements
F-92
SOCIETE DES MINES DE MORILA S.A.
BALANCE SHEET
AT DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
NOTES 2002 2001
$'000 $'000
------------- -------------
NON CURRENT ASSETS
MINING ASSETS 8 140,566 144,639
DEFERRED STRIPPING 9 18,506 5,898
CURRENT ASSETS 100,506 50,810
------------- -------------
Cash and equivalents 50,350 12,572
Restricted cash 12 11,315 11,185
Inventories 10 21,409 17,055
Accounts receivable 11 17,026 9,666
Prepaid expenses 405 332
------------- -------------
TOTAL ASSETS 259,577 201,347
============= =============
EQUITY
CAPITAL AND RESERVES
Share capital 3 16 16
DISTRIBUTABLE RESERVES 149,027 80,902
------------- -------------
Other reserves (20,733) (4,362)
Retained income 169,760 85,264
------------- -------------
SHAREHOLDERS' EQUITY 149,043 80,918
NON-CURRENT LIABILITIES 81,341 93,169
------------- -------------
Shareholders' subordinated loans 4 18,394 17,715
Environmental rehabilitation provision 5 5,850 5,850
Long term liabilities 6 38,271 66,050
Financial instrument liability 7 18,826 3,554
------------- -------------
CURRENT LIABILITIES 29,193 27,260
------------- -------------
Accounts payable 13 8,537 6,701
Short term portion of long term liabilities 6 20,656 20,559
------------- -------------
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 259,577 201,347
============= =============
See notes to the financial statements
F-93
SOCIETE DES MINES DE MORILA S.A.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
SHARE CAPITAL RETAINED INCOME OTHER
$'000 $'000 RESERVES TOTAL
$'000 $'000
------------- --------------- --------------- ---------------
Balance at December 31, 1999 16 - - 16
Net profit for the year - 19,809 - 19,809
------------- --------------- --------------- ---------------
Balance at December 31, 2000 16 19,809 - 19,825
Change in accounting policy in respect of IAS 39 - 1,288 (4,780) (3,492)
------------- --------------- --------------- ---------------
Balance at January 1, 2001 16 21,097 (4,780) 16,333
Net profit for the year - 80,167 - 80,167
Movement in cash flow hedge - - 418 418
Dividends declared and paid (16,000) - (16,000)
------------- --------------- --------------- ---------------
Balance at December 31, 2001 16 85,264 (4,362) 80,918
Net profit for the year - 226,496 - 226,496
Movement in cash flow hedge - - (16,371) (16,371)
Dividends declared and paid - (142,000) - (142,000)
------------- --------------- --------------- ---------------
BALANCE AT DECEMBER 31, 2002 16 169,760 (20,733) 149,043
============= =============== =============== ===============
See notes to the financial statements
F-94
SOCIETE DES MINES DE MORILA S.A.
CASH FLOW STATEMENT
FOR THE YEARS ENDED DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2002 2001 2000
Notes $'000 $'000 $'000
--------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Income before interest and taxes 17.1 236,664 98,425 24,576
Cash utilized by changes in working capital 17.2 (9,949) (26,090) (28,948)
--------- ---------- ----------
226,715 72,335 (4,372)
Interest paid -net (6,088) (8,179) (3,236)
--------- ---------- ----------
NET CASH FLOWS GENERATED BY/(UTILIZED IN) OPERATING ACTIVITIES 220,627 64,156 (7,608)
--------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in restricted cash (131) (11,185) -
Additions to mining assets (13,715) (23,207) (76,296)
--------- ---------- ----------
NET CASH FLOWS UTILIZED IN INVESTING ACTIVITIES (13,846) (34,392) (76,296)
--------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Long term liabilities (repaid) /raised - net (27,003) (18,538) 101,305
Dividends paid (142,000) (16,000) -
Payment for financial instrument liability - (55) -
--------- ---------- ----------
NET CASH FLOWS (UTILIZED IN)/GENERATED BY FINANCING ACTIVITIES (169,003) (34,593) 103,305
--------- ---------- ----------
Net increase in cash and equivalents 37,778 (4,829) 17,401
Cash and equivalents at beginning of year 12,572 17,401 -
--------- ---------- ----------
CASH AND EQUIVALENTS AT END OF YEAR 50,350 12,572 17,401
========= ========== ==========
See notes to the financial statements
F-95
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
1. NATURE OF OPERATIONS
The Company owns the Morila gold mine in Mali. Randgold Resources
Limited and AngloGold Limited each own 50% of the Company's majority
shareholders Morila Limited. The Company is engaged in gold mining and
related activities, including exploration, extraction, processing and
smelting. Gold bullion, the Company's principal product, is currently
produced and sold in Mali.
2. ACCOUNTING POLICIES
These annual financial statements have been prepared on the historical
cost basis in accordance with International Accounting Standards. A
summary of the significant accounting policies, which except as
disclosed under derivatives, have been applied consistently for all
periods presented.
2.1 Undeveloped Properties
Undeveloped properties upon which the Company has not performed
sufficient exploration work to determine whether significant
mineralization exists, are carried at original cost. Where the
directors consider that there is little likelihood of the properties
being exploited, or the value of the exploitable rights have diminished
below cost, a write down is recorded.
2.2 Development costs and mine plant facilities
Development costs and mine plant facilities relating to the existing
mine are capitalized. Development costs consist primarily of direct
expenditure to develop an ore body for economic exploitation and to
expand the production capacity of the existing operating mine.
Following the completion of a bankable feasibility study, development
costs incurred including interest on borrowed funds used, to place the
mine into production and to complete major development projects at the
operating mine are capitalized. Ongoing costs to maintain production
are expensed as incurred.
2.3 Depreciation and amortization
Long lived assets include mining properties, mine development cost and
mine plant facilities. These assets have useful economic lives which
equal or exceed that of the life of the mine. Depreciation and
amortization are therefore charged over the life of the mine based on
estimated ore tonnes contained in proven and probable reserves. Proven
and probable ore reserves reflect estimated quantities of economically
recoverable reserves, which can be recovered in the future from known
mineral deposits. Short lived assets, include motor vehicles, office
equipment and computer equipment, are depreciated over estimated useful
lives of two to five years.
2.4 Exploration costs
Exploration costs are expensed as incurred. Costs related to property
acquisitions are capitalized.
2.5 Mining property evaluation
Recoverability of the long-term assets of the Company, which include
development costs, deferred stripping costs and undeveloped property
costs, together with other current assets, is reviewed whenever events
or changes in circumstances indicate that the carrying amount may not
be recoverable. These estimates are subject to risks and uncertainties
including future metal
F-96
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
prices. It is therefore reasonably possible that changes could occur
which may affect the recoverability of the mining assets. Reductions in
the carrying value of the long-term assets of mines are recorded to the
extent the remaining investment exceeds the estimate of future
discounted net cash flows.
2.6 Deferred stripping costs
The costs of waste stripping in excess of the expected pit life average
stripping ratio are deferred and charged to production when the actual
ratio is below the expected average ratio. The expected pit life
average stripping ratio is calculated as the ratio of future
anticipated waste tonnes to be mined, to anticipated future ore tonnes
to be mined. This ratio is recalculated annually in light of additional
knowledge and changes in estimates. The expected pit life ratio is then
compared to waste associated with ore mined during the period so as to
calculate the deferred stripping costs to be deferred or released for
the period.
The remaining life of the open-pit mine operations where the Company
defers mining costs is 7 years, which represents the time period over
which the deferred stripping costs will be amortized. The amortization
of deferred stripping costs is reflected in the statement of operations
over the remaining life of the open-pit mine operations so that no
unamortized balance remains at mine closure. Cash flows from the
Company's open pit operations are reviewed regularly, and at least
annually, for the purpose of assessing whether any write downs to the
deferred stripping cost balances are required.
The deferred stripping accounting method is generally accepted in the
mining industry when mining operations have diverse grades and
waste-to-ore ratios; however industry practice does vary. Deferred
stripping matches the costs of production with the sale of such
production at the Company's operation where it is employed, by
assigning each ounce of gold with an equivalent amount of waste removal
cost. If the Company were to expense stripping costs as incurred, there
could be greater volatility in the Company's period-to-period results
of operations.
The Company has classified these costs as "Deferred stripping" on the
balance sheet.". Deferred stripping costs as at December 31, 2002 and
2001 were $18.5 million and $5.9 million respectively. Additions to
deferred stripping costs are included as "Transfer to Deferred
Stripping Costs" in the Consolidated Statement of Operations and
amounted to $12.6 million, $5.0 million and $0.9 million in the years
ended December 31, 2002, 2001 and 2000, respectively.
2.7 Cash and equivalents
Cash and equivalents include all highly liquid investments with a
maturity of three months or less at the date of acquisition.
2.8 Inventories
Inventories, which include ore stockpiles, gold in process and supplies
and insurance spares, are stated at the lower of cost or net realizable
value.
Stockpiles consist of two types of ore, high grade and medium grade
ore, which will be processed through the processing plant. Both high
and medium grade stockpiles are currently being processed and all ore
is expected to be fully processed within the next ten years. The
processing of ore in stockpiles occurs in accordance with the life of
mine processing plan that has been optimized based on the known mineral
reserves, current plant capacity, and mine design.
F-97
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
Stockpiles are measured by estimating the number of tons (via truck
counts and/or in-pit surveys of the orebody before stockpiling) added
and removed from the stockpile, the number of contained ounces (based
on assay data) and the recoverability percentage (based on the
historical recovery rates of the processing plant). Stockpile tonnages
are verified by periodic surveys. Stockpiles are valued based on mining
costs incurred up to the point of stockpiling the ore, including
applicable depreciation and amortization relating to the mining
operations. Value is added to the stockpile based on the current mining
cost per ton plus applicable depreciation and amortization and removed
at the average cost per recoverable ounce of gold in the stockpile.
In-process inventories represent materials that are currently in the
process of being converted to saleable product. In-process material is
measured based on assays of the material fed to process and the
projected recovery of the plant. In-process inventories are valued at
the average cost of the material fed to process attributable to the
source material coming from the mine or stockpile plus the in-process
conversion costs, including applicable depreciation relating to the
plant facility, incurred at that point in the process.
2.9 Deferred taxation
Deferred taxation represents the tax effect of all temporary
differences and is provided at the current tax rates using the
comprehensive liability method. The Company is not subject to income
tax in respect of profits earned for a period of five years from the
date production reaches commercial quantities. No provision for
deferred taxation is therefore required for temporary differences
reversing prior to that date.
2.10 Environmental rehabilitation liabilities
The net present value of future rehabilitation costs estimates is
recognized and provided for in the financial statements and capitalized
to mining assets on initial recognition. Due to the nature of mining
operations, initial recognition is at the time of first production and
thereafter as and when additional environmental disturbances are
created. The estimates are reviewed annually to take into account the
effects of inflation and changes in the estimates and are discounted
using rates that reflect the time value of money.
Annual increases in the provision are charged to income and consist of
finance costs relating to the change in present value of the provision
and inflationary increases in the provision estimate. The present value
of additional environmental disturbances created are capitalized to
mining assets against an increase in rehabilitation provision. The
rehabilitation asset is amortized as noted previously. Rehabilitation
projects undertaken, included in the estimates, are charged to the
provision as incurred.
2.11 Leased assets
Assets subject to finance leases are capitalized at inception at the
lower of the fair value of the lease property and the present value of
the minimum lease payment. Capitalized leased assets are depreciated
over the shorter of their estimated useful lives and the lease term.
Finance lease payments are allocated, using the effective interest rate
method, between the lease finance cost, which is included in interest
paid, and the capital repayment, which reduces the liability to the
lessor.
F-98
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2.12 Revenue recognition
Revenue arising from gold sales is recognized when the risks and
rewards of ownership and title pass to the buyer under the terms of the
applicable contract and the pricing is fixed and determinable.
Interest is recognized on a time proportion basis, taking account of
the principal outstanding and the effective rate over the period of
maturity.
2.13 Derivatives
The Company adopted International Accounting Standard 39 ("IAS").
Financial Instruments: Recognition and Measurement", effective January
1, 2001.
Previously gains and loses on derivative instruments, which effectively
established minimum prices for designated future production were
recognized in revenue when the planned production was delivered.
Derivatives which were not designated to future production were
accounted for on a mark-to market basis and the associated gains and
losses were immediately recognized in income.
Currently all derivatives are recognized on the balance sheet at their
fair value, unless they meet the criteria for the normal purchases
normal sales exemption.
On the date a derivative contract is entered into, the Company
designates the derivative for accounting purposes as either a hedge of
the fair value of a recognized asset or liability (fair value hedge) or
a hedge of a forecasted transaction (cash flow hedge). Certain
derivative transactions, while providing economic hedges under the
Company's risk management policies, do not qualify for hedge
accounting.
Changes in the fair value of a derivative that is highly effective, and
that is designated and qualifies as a cash flow hedge, are recognized
directly in equity. Amounts deferred in equity are included in income
in the same periods during which the hedge firm commitment or
forecasted transaction affects net profit or loss.
Recognition of derivatives which meet the criteria for the normal
purchases, normal sales exception are deferred until settlement.
Changes in the fair value of derivatives that do not qualify for hedge
accounting are recognized in income.
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk management objective
and strategy for undertaking various hedge transactions. This process
includes linking derivatives designed as hedges to specific assets and
liabilities or to specific firm commitments for forecasted
transactions. The Company formally assesses, both at the hedge
inception and on an ongoing basis, whether the derivatives that are
used in hedging transactions are highly effective in offsetting changes
in fair values or cash flows of hedged items.
With the adoption of the Accounting Standard at January 1, 2001,
certain of the Company's derivatives qualified for cash flow hedge
accounting. The effect on the opening and subsequent year's reserves
has been disclosed in the statement of changes in shareholder's equity.
Certain of
F-99
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
the Company's derivatives did not qualify for hedge accounting. The
effect was disclosed as an adjustment to retained income in the
statement of shareholders' equity.
2.14 Provident Funds and other employee benefits
Provident funds and other employee benefits: Provident funds, which are
defined contribution plans and are funded through monthly contributions
which are charged to income as incurred.
2.15 Foreign currencies
The financial statements are measured and presented in US dollars, as
it is the primary functional currency in which transactions are
undertaken. Monetary assets and liabilities in foreign currencies are
translated to US dollars at rates of exchange ruling at the end of the
financial period. Translation gains and losses arising at period-end,
as well as those arising on the translation of settled transactions
occurring in currencies other than the functional currency, are
included in net income.
3. SHARE CAPITAL
Share capital consists of the following authorized and issued ordinary
par value shares with a nominal value of Communaute Financiere
Africaine franc ("CFA") 10 000 ($16.356) each:
NUMBER OF SHARES 2002 2001
AUTHORIZED AND ISSUED $'000 $'000
--------------------- ------ ------
Held by:
Morila Limited 800 13 13
Government of Mali 200 3 3
----------- ------ ------
1,000 16 16
=========== ====== ======
4. SHAREHOLDERS' SUBORDINATED LOANS
2002 2001
$'000 $'000
------- -------
Government of Mali 3,145 3,029
Morila Limited 15,249 14,686
------- -------
18,394 17,715
======= =======
Made up of:
Principal 13,108 13,108
Deferred interest 5,286 4,607
------- -------
18,394 17,715
======= =======
F-100
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
The shareholder loans are denominated in US dollars and interest
accrues at a US three month LIBOR dollar rate plus 2% per annum. These
loans are subject to the conditions set out in the syndicated loan
agreements. Under these agreements, these loans have been subordinated
by the shareholders until such time as the Morila project loan (refer
note 6) has been repaid in full. The weighted average interest rates as
at December 31, 2002 on the shareholders' subordinated loans was 3.79%
(December 31, 2001: 5.80%).
5. ENVIRONMENTAL REHABILITATION PROVISION
2002 2001
$'000 $'000
------ ------
Provided to date
- opening balance 5,850 1,540
- charge to the income statement - 480
- rehabilitation asset raised (refer note 8) - 3,830
------ ------
5,850 5,850
====== ======
The provisions for close down and restoration costs include estimates
for the effect of future inflation and have been discounted to their
present value at 6% per annum, being an estimate of the risk free
pre-tax, cost of borrowing.
While the ultimate amount of rehabilitation costs to be incurred in the
future is uncertain, the Company has estimated that the remaining costs
for Morila, in current monetary terms, will be $8.4 million, the
majority of which will only be expended over the life of mine.
Although limited environmental rehabilitation regulations currently
exist in Mali to govern the mines, management has based the
environmental rehabilitation provision using the standards as set by
the World Bank which require an environmental management plan, an
annual environmental report, a closure plan, an up-to-date register of
plans of the facility, preservation of public safety on closure,
carrying out rehabilitation works and ensuring sufficient funds exist
for the closure works. However, it is reasonably possible that the
Group's estimate of its ultimate rehabilitation liabilities could
change as a result of changes in regulations or cost estimates.
The Company is committed to rehabilitation of its properties and to
ensure that it is adequately provided to do so it makes use of
independent environmental consultants to advise it. It also uses past
experience in similar situations to ensure that the provisions for
rehabilitation are adequate.
There are no unasserted claims reflected in the provision.
While the ultimate closure costs may be uncertain, there are no
uncertainties with respect to joint and several liability that may
affect the magnitude of the contingency as these are clearly defined in
the Company's mining convention.
The total cost of rehabilitation is estimated at $8.4 million
undiscounted, the majority of which will only be spent after ten years.
There are no other potentially responsible parties to consider for cost
sharing arrangements.
The Company carries insurance against pollution including cost of
cleanup. At present, there are no losses and or claims outstanding.
F-101
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
6. LONG TERM LIABILITIES
2002 2001
$'000 $'000
------- -------
a) Morila project loan 36,000 65,931
b) Morila finance lease 19,105 20,678
c) Morila Air Liquide finance lease 3,822 -
------- -------
58,927 86,609
Less: Current portion of long term liabilities:
a) Morila Project loan 18,000 18,000
b) Morila finance lease 2,279 2,559
c) Morila Air Liquide finance lease 377 -
------- -------
(20,656) (20,559)
------- -------
38,271 66,059
======= =======
A) MORILA PROJECT LOAN
N.M. Rothschild & Sons Limited is acting as agent for a
consortium of banks for the Morila Project loan. The loan
bears interest at US three month LIBOR plus 2% per annum. The
loan will be repaid over 5 years commencing on June 30, 2001
and is collateralized over the assets of the Morila mine whose
book value at December 31, 2002 amounted to $259.6 million
(December 31, 2001: $201.3 million). It is non-recourse to the
Company. The weighted average interest rates as at December
31, 2002 on the Morila Project Loan was 4.05% (December 31,
2001: 5.73%).
Under the terms of this loan, the Company is required to enter
into certain gold price forward sales and option contracts in
respect of approximately 25 to 30 percent of Morila's first
five years of production. Various debt covenants apply to the
loan, including:
o Hedging arrangements as stipulated by N.M. Rothschilds will be
put into place. The Company will provide evidence to the
effect that Morila Holdings or AngloGold has entered into
committed Hedging Agreements and that the proceeds of sale of
gold are sufficient to ensure that, as at all calculation
dates scheduled, no default would have occurred.
o Limitations on material assets disposals and acquisitions.
o No declaration, payment or distribution of dividends without
approval.
o Maintain insurance with reputable insurance companies.
o Establish the Debt Service Reserve Account is the offshore
bank account with the minimum credit balance on all dates
equal to the aggregate principal amount of and interest
accruing on the loan and the aggregate amount of premium
accruing in
F-102
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
connection with the Political Risk Insurance during the six
month period commencing on such date.
o No other long-term indebtedness (other than noted below) is to
be incurred regarding the Morila project.
o No indebtedness shall exceed $2 million incurred by way of
capital leases other than the contractor for the development
of the mine and the Rolls Royce power plant.
o The Government of Mali principal indebtedness in Morila SA is
not to exceed the original $1.6 million as stipulated in the
Convention.
o Certain financial ratios need to be adhered to throughout the
loan agreement.
The repayment schedule according to the contract is as
follows:
2002 2001
$'000 $'000
------ ------
Year ending 2002 - 18,000
Year ending 2003 18,000 18,000
Year ending 2004 18,000 18,000
Year ending 2005 - 11,931
------ ------
36,000 65,931
====== ======
B) FINANCE LEASES
Morila finance lease relates to five generators leased from
Rolls Royce for Morila. The lease is repayable over ten years
commencing April 1, 2001 and bears interest at a variable rate
of which as at December 31, 2002 was approximately 15.54%.
(December 31, 2001: 17.86%) per annum based on the lease
contract. The lease is collateralized by plant and equipment
whose net book value at December 31, 2002 amounted to $20.3
million (December 31, 2001: $21.5 million). Average lease
payment of $0.8 million are payable in installments over the
term of the lease. Two of the Company's ultimate shareholders,
being Randgold Resources Limited and AngloGold Limited jointly
guaranteed the repayment of the lease.
F-103
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
The estimated repayment schedule according to the contract is
as follows:
2002 2001
$'000 $'000
--------- ---------
Year ending 2002 - 2,559
Year ending 2003 2,279 2,279
Year ending 2004 2,153 2,153
Year ending 2005 2,276 2,276
Year ending 2006 2,423 2,423
Year ending 2007 2,513 2,513
After year ending 2007 7,461 6,476
--------- ---------
19,105 20,679
========= =========
C) MORILA AIR LIQUIDE FINANCE LEASE
Morila Air Liquide finance lease relates to three
oxygen-generating units leased from Air Liquide for Morila.
The lease is payable over 10 years commencing 1 December 2000
and bears interest at a variable rate which as at December 31,
2002 was approximately 17% per annum. The lease is
collateralized by the gas producing equipment whose net book
value at December 31, 2002 amounted to $3.2 million.
The estimated repayment schedule according to the contract is
as follows:
2002 2001
$'000 $'000
------- ------
Year ending 2003 377 -
Year ending 2004 391 -
Year ending 2005 404 -
Year ending 2006 415 -
Year ending 2007 429 -
After year ending 2007 1,806 -
------- ------
3,822 -
======= ======
7. FINANCIAL INSTRUMENT LIABILITY
2002 2001
$'000 $'000
------- -------
Mark to market of speculative financial
instruments at year-end 7.1 (1,907) (808)
Financial instrument liability 7.2 20,733 4,362
------- -------
18,826 3,554
======= =======
F-104
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
7.1 This reflects the mark-to-market adjustment on those derivative
instruments which do not, under the Company's accounting policy,
qualify for hedge accounting. These derivative instruments are further
detailed in note 19.
7.2 The financial instrument liability relates to Morila derivative
instruments which qualify for hedge accounting. These derivative
instruments are further detailed in note 19.
8. MINING ASSETS
ACCUMULATED
COST DEPRECIATION NET BOOK VALUE
YEAR $'000 $'000 $'000
--------- -------------- ----------------
Total mining assets 2002 174,728 34,163 140,566
Total mining assets 2001 161,090 16,451 144,639
LONG LIFE ASSETS
Long life assets are those assets which are amortized over the life of
the mine and are comprised of the metallurgical plant, tailings and raw
water dams, power plant and mine infrastructure. The net book value of
these assets was $137.6 million as at December 31, 2002 (2001: $141.6
million).
SHORT LIFE ASSETS
Short life assets are those assets which are amortized over their
useful life and are comprised of motor vehicles and other equipment.
The net book value of these assets was $3.0 million as at December 31,
2002 (2001: $3.1 million).
9. DEFERRED STRIPPING
2002 2001
$'000 $'000
------- -------
Opening balance 5,898 919
Additions during the year 12,608 4,979
------- -------
18,506 5,898
======= =======
The deferred stripping balances at the end of 2002 and 2001 pertain to
the Morila mine. In terms of the life of mine plan, pre-stripping is
performed in the earlier years. This results in the cost associated
with waste stripped at a rate higher than the expected pit life average
stripping ratio, being deferred to those years. These costs will be
released in the period where the actual stripping ratio decreases to
below such expected pit life ratio. The expected pit life average
stripping ratios used to calculate the deferred stripping were 3.68 in
2002 and 4.26 in 2001. These stripping ratios were calculated taking
into account the actual strip ratios achieved of 7.15 for 2002 and 5.86
during 2001.
F-105
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
10. INVENTORIES
2002 2001
$'000 $'000
------ ------
Consumables stores 15,032 11,242
Gold in process 901 2,530
Ore stockpiles 5,476 3,283
------ ------
21,409 17,055
====== ======
11. ACCOUNTS RECEIVABLE
2002 2001
$'000 $'000
------ ------
Related party receivables
- AngloGold Johannesburg 1 -
- Randgold Resources Limited 10 35
Gold sales trade receivable 13,301 5,997
TVA receivable 3,281 2,574
Other 433 1,059
------ ------
17,026 9,666
====== ======
12. RESTRICTED CASH
2002 2001
$'000 $'000
------ ------
Debt service reserve 11,315 11,185
====== ======
The debt service reserve account relates to the NM Rothschild & Son
Limited debt service reserve account. This amount is held in escrow for
partial repayment of the Morila Project Loan. Refer to Note 6(a).
13. ACCOUNTS PAYABLE
2002 2001
$'000 $'000
----- -----
Related party payables
- Randgold Resources Limited 7 725
- AngloGold Limited 286 4
- AngloGold Mali SA 486 343
Trade creditors 2,663 2,992
Payroll costs accruals 2,209 1,780
Sundry accruals 2,886 857
----- -----
8,537 6,701
===== =====
F-106
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
14. REVENUE
2002 2001 2000
$'000 $'000 $'000
------- ------- -------
Gold sales 328,508 168,167 37,854
Silver sales 144 416 66
------- ------- -------
328,652 168,583 37,920
======= ======= =======
15. OPERATING PROFIT
2002 2001 2000
$'000 $'000 $'000
------- ------- -------
Operating profit is arrived at after taking
into account the following:
Depreciation and amortization 17,788 14,042 2,410
Auditor's remuneration
- audit fees 58 103 30
Royalties 19,699 10,152 2,273
Loss on financial instruments 1,100 535 -
Related party management fee (ANSER) 3,263 1,727 378
16. TAXATION
The Company benefits from a five year tax holiday in Mali which expires
on November 1, 2005. The benefit of the tax holiday to the Company was
to increase its net income by
$79.3 million, $28.1 million and $6.9 million, due to not recording a
tax expense for the taxable income generated by the Morila mine for the
years ended December 31, 2002, 2001 and 2000, respectively. Under
Malian tax law upon expiration of the tax holiday, the Company's income
tax expense will be based on the greater of 35 per cent of taxable
income or 0.75 per cent of gross revenue.
Major items causing the Company's actual income tax charge to differ
from estimated the standard charge of 35% of taxable income are as
follows:
YEAR ENDED YEAR ENDED YEAR ENDED
DECEMBER 31, 2002 DECEMBER 31, 2001 DECEMBER 31, 2000
$'000 $'000 $'000
------------------ ----------------- -----------------
Tax at statutory rate 79,274 28,058 6,933
Morila tax holiday differences (79,274) (28,058) (6,933)
--------- --------- --------
Total income and mining taxes - - -
========= ========= ========
The Morila operations have no assessable capital expenditure carry
forwards or assessable tax losses, as at December 31, 2002, 2001 and
2000 respectively, for deduction against future mining income.
F-107
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
17. NOTES TO THE CASH FLOW STATEMENT
2002 2001 2000
$'000 $'000 $'000
----------- ------------- ------------
17.1 Cash generated by operating activities
Profit before taxation 226,496 80,167 19,809
Adjustments
- finance charges 6,088 8,179 3,236
- depreciation and amortization 17,788 14,042 2,410
- environmental rehabilitation
provision - 480 40
- (Gain)/loss on financial instruments (1,100) 535 -
- deferred stripping costs capitalized (12,608) (4,978) (919)
----------- ------------- ------------
236,664 98,425 24,576
=========== ============= ============
17.2 Cash utilized by changes in working capital
(Increase)/decrease in accounts receivable (7,433) 9,932 (12,370)
Increase in inventories (4,354) (3,573) (13,482)
Increase/(decrease) in accounts payable
(excluding short term portion of long term loan) 1,838 (32,449) (3,096)
----------- ------------- ------------
(9,949) (26,090) (28,948)
=========== ============= ============
18. FAIR VALUE AND CREDIT RISK OF FINANCIAL INSTRUMENTS
The Company's financial instruments are set out in note 19.
In the normal course of its operations, the Company is exposed to
commodity price, currency, interest, liquidity and credit risk. In
order to manage these risks, the Company may enter into transactions
which makes use of off-balance sheet financial instruments. They
include mainly gold forward and gold option contracts.
18.1 Concentration of credit risk
The Company's financial instruments do not represent a concentration of
credit risk because the Company sells its gold to and deals with a
variety of major financial institutions. Its receivables and loans are
regularly monitored and assessed and a provision for bad debts is
maintained.
Gold bullion, the Company's principal product, is produced in Mali. The
gold produced is sold to reputable gold refineries. Because of the
international market for gold the Company believes that no
concentration of credit risk exists with respect to the selected
refineries to which the gold is sold.
18.2 Foreign currency and commodity price risk
In the normal course of business, the Company enters into transactions
denominated in foreign currencies (primarily $000). In addition, the
Company enters into transactions in a number of different currencies
(primarily South African rands and Communaute Financiere Africaine
franc).
F-108
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
As a result, the Company is subject to transaction exposure from
fluctuations in foreign currency exchange rates.
Generally the Company does not hedge its exposure to gold price
fluctuation risk and sells at market spot prices. These prices are in
US dollars and do not expose the Company to any currency fluctuation
risk. However, the periods of capital expenditure or loan finance, the
Company secures a floor price through simple forward contracts and
options whilst maintaining significant exposure to spot prices. Between
25% and 30% of Morila's production has been sold forward for the years
2003 and 2004.
18.3 Interest rates and liquidity risk
Fluctuation in interest rates impact on the value of income receivable
from short-term cash investments and interest payment relating to
financing activities (including long-term loans), giving rise to
interest rate risk.
In the ordinary course of business, the Company receives cash from its
operations and is required to fund working capital and capital
expenditure requirements. This cash is managed to ensure surplus funds
are invested in a manner to achieve maximum returns while minimizing
risks. The Company has been able to in the past actively source
financing through shareholders' and third party loans.
19. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying amounts and fair values of
the Company's financial instruments outstanding at December 31, 2002
and 2001. The fair value of a financial instrument is defined as the
amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or
liquidation sale.
DECEMBER 31, 2002 DECEMBER 31, 2001
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
$'000 $'000 $'000 $'000
-------- ------ -------- ------
Financial assets
Cash and equivalents 50,350 50,350 12,572 12,572
Restricted cash 11,315 11,315 11,185 11,185
Receivables 17,026 17,026 9,666 9,666
Financial liabilities
Accounts payable 29,193 29,193 27,260 27,260
Long-term debt (excluding loans
from shareholders) 38,271 38,271 66,050 66,050
Liabilities on financial instruments 18,826 18,826 3,554 3,554
F-109
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
Financial instruments
Details of on balance sheet gold derivative contracts as at December
31, 2002:
- ------------------------ ------------------------------------------------- -----------------------------------------------------
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
- ------------------------ ------------------------------------------------- -----------------------------------------------------
MATURITY DATES PUTS PURCHASED FORWARD SALES PURCHASED CALLS CALLS SOLD (MATCHED TO
PURCHASED PUTS)
- ------------------------ --------------------- --------------------------- ------------------------- ---------------------------
OUNCES $/OZ OUNCES US $/OZ OUNCES US $/OZ OUNCES US $/OZ
December 31, 2003 - - 151,452 275 53,614 350 - -
December 31, 2004 - - 129,852 275 45,960 360 - -
- ------------------------ ----------- --------- ------------- ------------- ----------- ------------- ------------- -------------
And at December 31, 2001:
- ------------------------ ------------------------------------------------- -----------------------------------------------------
HEDGING INSTRUMENTS UNMATCHED INSTRUMENTS
- ------------------------ ------------------------------------------------- -----------------------------------------------------
MATURITY DATES PUTS PURCHASED FORWARD SALES PURCHASED CALLS CALLS SOLD (MATCHED TO
PURCHASED PUTS)
- ------------------------ ----------------------- ------------------------- ----------------------- -----------------------------
OUNCES $000/OZ OUNCES US $/OZ OUNCES US $/OZ OUNCES US $/OZ
December 31, 2002 60,000 275 168,240 275 59,556 340 60,000 310
December 31, 2003 - - 151,452 275 53,614 350 - -
December 31, 2004 - - 129,852 275 45,960 360 - -
- ------------------------ ----------- ----------- ----------- ------------- ----------- ----------- ------------- ---------------
The total fair value of the above financial instruments as at December
31, 2002 was a loss of $ 18.8 million and a loss of $3.5 million as at
December 31, 2001.
ESTIMATION OF FAIR VALUES
Receivables, restricted cash, accounts payable, bank overdrafts and
cash and equivalents
The carrying amounts are a reasonable estimate of the fair values
because of the short maturity of such instruments.
LONG TERM DEBT
The fair value of market-based floating rate long-term debt is
estimated using the expected future payments discounted at market
interest rates.
GOLD PRICE CONTRACTS
The fair value of gold price forward and option contracts has been
determined by reference to quoted market rates at year-end balance
sheet dates.
20. PENSION AND PROVIDENT FUNDS
Retirement benefits for employees of the Company are provided by the
Mali state social security system to which the Company and its
employees contribute a fixed percentage of payroll costs each month.
Fund contributions by the Company for the years ended December 31, 2002
and December 31, 2001 amounted to $2.9 million and $1.2 million,
respectively.
F-110
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
21. COMMITMENTS
21.1 Capital expenditure
2002 2001
$'000 $'000
------ ------
Contracts for capital expenditure 1,985 375
Authorized but not contracted for 183 3,843
------ ------
2,168 4,218
====== ======
22. RELATED PARTY TRANSACTIONS
Included in accounts payable and accounts receivable as at December 31,
2002 are amounts of $0.8 million (2001: $1.1 million) and $0.01 million
(2001: $0.04 million) as detailed in notes 13 and 11 above,
respectively.
In terms of the Operator Agreement between Morila SA and AngloGold
Services Mali SA, a management fee, calculated as 1% of the total sales
of Morila, is payable to AngloGold Service Mali SA quarterly in
arrears.
The management fees for the year ended December 31, 2002 amounted to
$3.3 million (2001: $1.7 million).
23. RECONCILIATION TO US GAAP
The Company's financial statements included in this registration
statement have been prepared in accordance with International
Accounting Standards ("IAS") which differs in certain respects from
Generally Accepted Accounting Principles in the United States ("US
GAAP"). The effect of applying US GAAP to net profit and shareholders'
equity is set out below along with an explanation of applicable
differences between IAS and US GAAP.
A) RECONCILIATION OF NET PROFIT AND SHAREHOLDERS EQUITY FOR THE YEARS
ENDED DECEMBER 31, 2002 AND 2001
Reconciliation of Net Profit 2002 2001 2000
$'000 $'000 $'000
-------- ------- ------
Net profit under IAS 226,496 80,167 19,809
US GAAP adjustments
Provision for environmental rehabilitation (191) (250) (38)
-------- ------- ------
Net profit under US GAAP before change
in accounting policy 226,305 79,917 19,771
Change in accounting policy - 1,288 -
-------- ------- ------
Net profit under US GAAP 226,305 81,205 19,771
======== ======= ======
F-111
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
Reconciliation of Net Profit 2002 2001 2000
$'000 $'000 $'000
-------- ------- ------
Net profit under US GAAP 226,305 81,205 19,771
OTHER COMPREHENSIVE INCOME
Change in accounting policy which meet
the criteria for cash flow hedges - (4,780) -
Change in fair value of cash flow hedges (16,371) 418 -
-------- ------- ------
Comprehensive income under US GAAP 209,934 76,843 19,771
======== ======= ======
RECONCILIATION OF SHAREHOLDERS' EQUITY 2002 2001
$'000 $'000
------- ------
Total shareholders' equity under IAS 149,043 80,918
US GAAP ADJUSTMENTS
Provision for environmental rehabilitation (479) (288)
------- ------
Total shareholders' equity under US GAAP 148,564 80,630
======= ======
The following is a summary of the differences between IAS and US GAAP
as applicable to the Company.
B) QUANTITATIVE AND QUALITATIVE US GAAP DISCLOSURES
PROVISION FOR ENVIRONMENTAL REHABILITATION.
Currently under IAS, full provision is made based on the net present
value of the estimated cost of restoring the environmental disturbance
that has occurred up to balance sheet date. Annual increases in the
provision relating to the change in the net present value of the
provision and inflationary increases are shown separately in the
statement of operations. Under US GAAP, expenditure estimated to be
incurred on long-term environmental obligations is provided over the
remaining lives of the mines through charges in the statement of
operations. The Company will adopt FAS 143 "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets" on January 1, 2003
which will eliminate this GAAP difference prospectively.
CHANGE IN ACCOUNTING POLICY
Under IAS, a change in accounting policy is presented as a restatement
to the prior's fiscal period shareholders' equity. Accordingly the
Company restated its fiscal 2000 shareholders' equity for the impact of
adopting IAS 39 "Financial Instruments: Recognition and Measurement".
Under US GAAP a change in accounting policy is recorded as a cumulative
effect of change in accounting principle adjustment on the first day of
the fiscal year in which the Company adopts the new accounting
standard. The Company adopted FAS 133 "Accounting for Derivative
instruments and Hedging Activities" on January 1, 2001, and accordingly
adjusted net income by $1.2 million for those financial instruments
which did not meet the criteria for hedge accounting and other
comprehensive income by $4.8 million for those financial instruments
which met the cash flow hedge accounting criteria.
F-112
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 143, "Accounting for
Asset Retirement Obligations" ("SFAS 143"). SFAS 143 establishes
accounting standards for recognition and measurement of a liability at
fair value for an asset retirement obligation and an addition to the
associated asset retirement cost. The accretion of interest expense
each period is subsequently recorded as an expense and added to the
liability. The Company has determined that the adoption of FAS 143 will
not have a material impact on its results of operations and financial
position.
In April 2002, the FASB issued Statements of Accounting Standards No.
145, "Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS 13, and
Technical Corrections as of April 2002" ("SFAS 145"). SFAS 145 rescinds
SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt,"
SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers", and
SFAS 64, "Extinguishments of Debt made to satisfy Sinking-Fund
requirements". As a result, gains and losses from extinguishment of
debt will no longer be classified as extraordinary items unless they
meet the criteria of unusual or infrequent as described in Accounting
Principles Boards Opinion 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions". In addition, SFAS 145 amends SFAS 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting
for sale-leaseback transactions and the required accounting for certain
lease modifications that have economic effects that are similar to
sale-leaseback transactions. SFAS 145 also amends other existing
authoritative pronouncements to make various technical corrections,
clarify meanings, or describe their applicability under changed
conditions. SFAS 145 is effective for fiscal years beginning after May
15, 2002. The Company has determined that the adoption of SFAS 145 will
not have a material impact on its results of operations and financial
position.
In June 2002, the FASB issued Statement of Accounting Standards No.
146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146"). This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and
nullifies Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a
Restructuring)" ("EITF 94-3"). SFAS 146 eliminates the definition and
requirements for recognition of exit costs in EITF 94-3. SFAS 146
requires that a liability for a cost associated with an exit or
disposal activity be recognized when the liability is incurred. Under
EITF 94-3, a liability for an exit cost as defined in EITF 94-3 was
recognized at the date of an entity's commitment to an exit plan. SFAS
146 also concludes that an entity's commitment to a plan, by itself,
does not create a present obligation to others that meets the
definition of a liability. SFAS 146 also establishes that fair value is
the objective for initial measurement of the liability. SFAS 146 is
effective for exit or disposal activities initiated after December 31,
2002. The Company has determined that the adoption of SFAS 146 will not
have a material impact on its results of operations and financial
position.
In December 2002, the FASB issued Statements of Financial Accounting
Standards No 148, "Accounting for Stock-Based Compensation Transition
and Disclosure - an amendment of FAS 123". Under FAS 148, the statement
provides alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation. In addition, this statement amends the disclosure
requirements of Statement 123 to require prominent disclosure on both
annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used
on reported
F-113
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
results. The amendments to Statement 123 in paragraphs 2(a)-2(e) of
this statement shall be effective for financial statements for fiscal
years ending after December 15, 2002. Earlier application of the
transition provisions in paragraphs 2(a)-2(d) is permitted for entities
with a fiscal year ending prior to December 15, 2002, provided that
financial statements for the 2002 fiscal year have not been issued as
of the date this Statement is issued. Early application of the
disclosure provisions in paragraph 2(e) is encouraged. The Company has
determined that SFAS 148 will have no impact on its results of
operations and financial position for the periods presented as it does
not have any stock based compensation plans.
In November 2002, the FASB issued FASB Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others an
interpretation of FASB Statements No. 5, 57, and 107 and rescission of
FASB Interpretation No. 34" ("FIN 45"). This interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under certain guarantees
that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair
value of the obligation undertaken in issuing the guarantee.
This interpretation does not prescribe a specific approach for
subsequently measuring the guarantor's recognized liability over the
term of the related guarantee. This interpretation also incorporates,
without change, the guidance in FASB Interpretation No. 34, Disclosure
of Indirect Guarantees of Indebtedness of Others, which is being
superseded. The initial recognition and initial measurement provisions
of this interpretation are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of
the guarantor's fiscal year-end. The disclosure requirements in this
Interpretation are effective for financial statements of interim or
annual periods ending after December 15, 2002. The interpretive
guidance incorporated without change from Interpretation 34 continues
to be required for financial statements for fiscal years ending after
June 15, 1981 - the effective date of Interpretation 34. The Company
has determined that FIN 45 will have no impact on its results of
operations and financial position.
In January 2003, the FASB issued FASB Interpretation No. 46
"Consolidation of Variable Interest Entities - an interpretation of ARB
No. 51 " ("FIN 46"). This interpretation of Accounting Research
Bulletin No. 51. Consolidated Financial Statements, addresses
consolidation by business enterprises of variable interest entities
which have one or both of the following characteristics:
1. The equity investment at risk is not sufficient to permit the entity to
finance its activities without additional subordinated financial
support from other parties, which is provided through other interests
that will absorb some or all of the expected losses of the entity;
2. The equity investors lack one or more of the following essential
characteristics of a controlling financial interest:
a) The direct or indirect ability to make decisions
about the entity's activities through voting rights
or similar rights.
b) The obligation to absorb the expected losses of the
entity if they occur, which makes it possible for the
entity to finance its activities.
c) The right to receive the expected residual returns of
the entity if they occur, which is the compensation
for the risk of absorbing the expected losses.
F-114
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
This Interpretation applies immediately to variable interest entities
created after January 31, 2003, and to variable interest entities in
which an enterprise obtains an interest after that date. It applies in
the first fiscal year or interim period beginning after June 15, 2003,
to variable interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003. The Interpretation
applies to public enterprises as of the beginning of the applicable
interim or annual period, and it applies to nonpublic enterprises as of
the end of the applicable annual period. This Interpretation may be
applied prospectively with a cumulative-effect adjustment as of the
date on which it is first applied or by restating previously issued
financial statements for one or more years with a cumulative-effect
adjustment as of the beginning of the first year restated. The Company
has determined that FIN 46 will have no impact on its results of
operations and financial position as it is not a party to any
transactions with variable interest entities.
F-115
ITEM 19 EXHIBITS
The following exhibits are filed as a part of this Annual Report:
EXHIBIT NO. EXHIBIT
----------- --------
1.1* Memorandum of Association of Randgold & Exploration Company Limited.
1.2* Articles of Association of Randgold & Exploration Company Limited.
2.1* Randgold (1993) Share Option Scheme.
2.2* Excerpts of Relevant Provisions of the South African Companies Act.
2.3* Excerpts of Relevant Provisions of the Johannesburg Stock Exchange Listings
Requirements.
2.4* Rule 144A Deposit Agreement dated as of October 3, 1996 among Randgold &
Exploration Company Limited, The Bank of New York as Rule 144A Depositary and
holders and beneficial owners of Rule 144A American Depositary Receipts.
2.5* Regulation S Deposit Agreement dated as of October 3, 1996 among Randgold &
Exploration Company Limited, The Bank of New York as Regulation S Depositary
and holders and beneficial owners of Regulation S Global Depositary Receipts.
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EXHIBIT NO. EXHIBIT
----------- --------
2.6* Adoption Agreement dated October 3, 1996 between Randgold Resources (Holdings)
Limited and Randgold Resources Limited constituting Randgold Resources
(Holdings) Limited as a party to the Randgold Resources Limited Shareholders
Agreement.
2.7++ Form of Deposit Agreement amended and restated as of November, 1998 among
Randgold & Exploration Company Limited, The Bank of New York as Depositary
and owners and holders of American Depositary Receipts.
2.8***** Loan Agreement for project finance for Morila Project, dated December 21, 1999,
between Societe des Mines de Morila S.A., Randgold Resources Limited,
Randgold & Exploration Company Limited, Morila Limited, various banks and
other financial institutions, NM Rothschild & Sons Limited, Standard Bank
London Limited, Bayerische Hypo-Und Vereinsbank AG, Mees Pierson NV and Societe
Generale (relating to $90 million Loan).
2.9***** Amendment to Loan Agreement for project finance for Morila Project, dated
April 10, 1999, between Societe des Mines de Morila S.A., Randgold
Resources Limited, Randgold & Exploration Company Limited, Morila Limited,
various banks and other financial institutions, NM Rothschild & Sons
Limited, Standard Bank of London Limited, Bayerische Hypo-Und Vereinsbank AG,
Mees Pierson NV and Societe Generale and Leonia Corporate Bank plc.
2.10***** Morila Security Agreement (Offshore Assets), dated February 24, 2000, between
Societe des Mines de Morila S.A. and NM Rothschild & Sons Limited.
2.11***** Morila Security Agreement (Mali Goodwill Charge) (in French, with English
translation), dated March 6, 2000, between Societe des Mines de Morila S.A.
and NM Rothschild & Sons Limited.
2.12***** Morila Security Agreement (Mali Mining permit Charge) (in French, with
English translation), dated March 6, 2000, between Societe des Mines de
Morila S.A. and NM Rothschild & Sons Limited.
2.13***** Morila Security Agreement (Mali Bank Account Charge) (in French, with
English translation), dated March 6, 2000, between Societe des Mines de
Morila S.A. and NM Rothschild & Sons Limited and Banque de Developpement du
Mali.
2.14***** Guarantee Agreement, dated February 24, 2000 among Randgold Resources
Limited, Randgold & Exploration Company Limited, Morila Limited and NM
Rothschild & Sons Limited.
2.15***** RRL Security Agreement, dated February 24, 2000, between Randgold Resources
Limited and NM Rothschild & Sons Limited.
2.16***** Morila Holdings Security Agreement (in French, with an English translation),
dated March 6, 2000, among Morila Limited, Mr. Mahamadou Samake, Mr. Roger
Kebble, Mr. Dennis Bristow, Mr. David Ashworth and N.M. Rothschild & Sons
Limited.
-100-
EXHIBIT NO. EXHIBIT
----------- --------
2.17***** Subordination Agreement, dated March 29, 2000, among Societe des Mines de
Morila, Randgold Resources Limited, Randgold & Exploration Company Limited,
Morila Limited and NM Rothschild & Sons Limited.
2.18***** Subordination Agreement, dated March 30, 2000, between Randgold Resources
Limited, Barnex and NM Rothschild & Sons Limited.
2.19***** Project Account Agreement (Offshore), dated February 25, 2000, between
Citibank N.A., N.M. Rothschild & Sons Limited and Societe des Mines de Morila.
2.20***** Project Account Agreement (Mali) (in French, with an English translation),
dated March 21, 2000, among Banque de Developpement du Mali, NM Rothschild & Sons
Limited and Societe des Mines de Morila.
2.21***** Secured Credit Facility Offer, dated March 13, 2000, between Rand Merchant
Bank and Randgold & Exploration Company Limited.
2.22***** Shareholders' Agreement (in French, with an English translation), dated June
23, 2000, between the Government of Mali and Morila Limited.
2.23+++ Letter Agreement, dated September 17, 2001, between Societe des Mines de
Morila SA, Randgold Resources Limited, Morila Limited, NM Rothschild &
Sons Limited, Standard Bank London Limited, Bayerische Hypo-Und Vereinsbank AG,
Fortis Bank (Nederland) N.V. and Societe Generale regarding the Loan Agreement,
dated December 21, 1999 and the transfer by Randgold Resources Limited of its
interest in Morila Limited to its wholly-owned subsidiary, Mining Investments
(Jersey) Limited.
2.24+++ Deed of Release, dated September 25, 2001, between Randgold Resources Limited
and NM Rothschild & Sons Limited releasing the shares of Morila Limited held
by Randgold Resources Limited as collateral for the Morila Loan.
2.25+++ Deed of Charge, dated September 25, 2001, between Mining Investments (Jersey)
Limited and NM Rothschild & Sons Limited (MIJL/Morila Security Agreement).
4.1* Shareholders' Agreement dated as of May 14, 1996 among Randgold & Exploration
Company Limited, Beachcove Holdings (Proprietary) Limited, Transvaal Gold Mining
Estates Limited Continental Goldfields Limited and Callina NL.
4.2* Variation of the Shareholders' Agreement dated as of December 19, 1996 among
Randgold & Exploration Company Limited, Beachcove Holdings (Proprietary)
Limited, Transvaal Gold Mining Estates Limited, Continental Goldfields
Limited and Callina NL.
4.3** Deed governing the relationship between the parties upon admission between
Randgold & Exploration Company Limited and Randgold Resources Limited dated
June 26, 1997.
-101-
EXHIBIT NO. EXHIBIT
----------- --------
4.4** License Agreement dated June 26, 1997 between Randgold & Exploration Company
Limited and Randgold Resources Limited.
4.5*** Heads of Agreement, dated January 26, 1998, between Randgold & Exploration
Company Limited and Rio Tinto Mining and Exploration Limited.
4.6*** Financial Agreement, dated December 30, 1997, between Randgold & Exploration
Company Limited and Randgold Resources Limited.
4.7*** Consultancy Agreement, dated May 31, 1998, between Randgold & Exploration
Company Limited and R.A.R. Kebble as Executive Chairman.
4.8*** Financing Agreement, dated May 20, 1998, between Randgold & Exploration
Company Limited and Consolidated African Mines Limited.
4.9**** Joint Venture Agreement, dated March 25, 1999 between Rio Tinto Mining and
Exploration Limited, Randgold & Exploration Company Limited and Continental
Base Metal Mining Company (Proprietary) Limited.
4.10**** Agreement, dated August 25, 1999, between Randgold & Exploration Company
Limited, Continental Goldfields Limited, Beachcove Holdings (Proprietary)
Limited and Callina NL.
4.11***** Sale of Shares Agreement, dated May 29, 2000, between AngloGold, Randgold
Resources Limited and Morila Limited.
4.12***** Joint Venture Agreement, dated May 29, 2000, between AngloGold and Randgold
Resources Limited.
4.13***** Operator Agreement, dated May 29, 2000, between Societe des Mines de Morila
SA and AngloGold Services Mali, S.A.
4.14+ Sale of Shares and Loan Claims Agreement, dated April 27, 2001, between
Normandy LaSource SAS and Randgold Resources Limited.
4.15# Joint Venture Agreement between Randgold & Exploration Company Limited and
Eurasia Mining plc, dated October 18, 2002.
4.16# Services Agreement between Randgold & Exploration Company Limited and
Randgold Resources Limited, dated February 2, 2003.
4.17# Settlement Agreement between Rolls-Royce Power Ventures Limited, Syama Power
Plant Sales Limited, Operation D'Energie De Syama S.A., Societe Des Mines De
Syama S.A., Randgold Resources Limited and Randgold & Exploration Company
Limited, dated December 16, 2002.
8.1# List of subsidiaries and associated companies.
10.1# Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
-102-
EXHIBIT NO. EXHIBIT
----------- --------
10.2# Certification by Chairman of the Audit Committee pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
2002.
- ------------------
* Incorporated by reference to our Registration Statement (File No. 0-29150)
on Form 20-F.
** Incorporated by reference to our Annual Report on Form 20-F for the fiscal
year ended March 31, 1997.
*** Incorporated by reference to our Annual Report on Form 20-F for the fiscal
year ended March 31, 1998.
**** Incorporated by reference to our Annual Report on Form 20-F for the fiscal
year ended March 31, 1999.
***** Incorporated by reference to our Annual Report on Form 20-F for the nine
months ended December 31, 1999.
+ Incorporated by reference to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2000.
++ Incorporated by reference to Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 (Registration Number 333-6482).
+++ Incorporated by reference to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2001.
# Filed herewith.
-103-
SIGNATURES
The Registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and has duly caused and authorized the undersigned to
sign this annual report on its behalf.
RANDGOLD & EXPLORATION COMPANY LIMITED
By: /s/ R.A.R. Kebble
---------------------------------------
Name: R.A.R. Kebble
---------------------------------------
Title: Chairman
---------------------------------------
Date: July 14, 2003
---------------------------------------
-104-
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, ROGER A. R. KEBBLE, certify that:
1. I have reviewed this annual report on Form 20-F of Randgold & Exploration
Company Limited;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 14, 2003
/s/ Roger A.R. Kebble
----------------------------------
Roger A.R. Kebble
Chairman
-105-
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, HENDRIK C. BUITENDAG, certify that:
1. I have reviewed this annual report on Form 20-F of Randgold & Exploration
Company Limited;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: July 14, 2003
/s/ Hendrik C. Buitendag
--------------------------------------
Hendrik C. Buitendag
Director
-106-
RANDGOLD & EXPLORATION COMPANY LIMITED
EXHIBIT INDEX
Exhibit
Number
- --------
4.15# Joint Venture Agreement between Randgold & Exploration Company Limited and Eurasia
Mining plc, dated October 18, 2002.
4.16# Services Agreement between Randgold & Exploration Company Limited and Randgold
Resources Limited, dated February 2, 2003.
4.17# Settlement Agreement between Rolls-Royce Power Ventures Limited, Syama Power Plant
Sales Limited, Operation D'Energie De Syama S.A., Societe Des Mines De Syama S.A.,
Randgold Resources Limited and Randgold & Exploration Company Limited, dated
December 16, 2002.
8.1# List of subsidiaries and associated companies.
10.1# Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
10.2# Certification by Chairman of the Audit Committee pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
-107-