14 Nov 2011 07:00
Firestone Diamonds plc
Preliminary announcement of results for the year ended 30 June 2011
LONDON: 14 November, 2011
The Board of Firestone Diamonds plc, ("Firestone" or "the Company"), the AIM-quoted diamond mining and exploration company (ticker: AIM:FDI), announces preliminary audited results for the year ended 30 June, 2011.
HIGHLIGHTS
Liqhobong Mine, Lesotho
• | Acquisition of Kopane Diamond Developments plc | |
| - | Acquisition completed in September 2010 |
| - | 91 Mt resource identified at an average grade of 34 cpht; contains 31 million carats with a gross value of $3.4 billion |
• | Production Plant 1 | |
| - | Grades and diamond quality from initial production in line with expectations |
| - | Plant capacity expanded to 0.65 mtpa and further expansion in progress |
| - | Q1 FY2012 production increased 551% from Q3 FY2011, to approximately 34,000 carats |
| - | Expected revenue of approximately $45m pa, when full production capacity reached in Q4 FY2012 |
• | Production Plant 2 | |
| - | Planning for Plant 2 now at an advanced stage, with target capacity of 4.2 mtpa and annual production of $135m
|
BK11 Mine, Botswana
• | Mining | |
| - | Mining licence granted in July 2010 |
| - | 11.5 Mt of kimberlite to be mined at an average grade of 8.5 cpht |
| - | Pre-stripping of overburden and low grade kimberlite completed in Q2 FY2012 |
| - | Mining operations progressing well, with pit deepened to 50 metres |
| - | Sampling from base of the mining pit indicates grades of 8-10 cpht, in line with resource grade |
• | Production | |
| - | New secondary crushing circuit has significantly improved diamond liberation; circuit to be placed in line with scrubbing and DMS circuits in November 2011. |
| - | Q1 FY2012 production increased 80% from Q3 FY2011, to approximately 4,500 carats |
| - | Significant increase in production expected as production increases to full operating capacity of 1.5 mtpa in Q4 FY2012
|
Botswana Evaluation Projects
• | Prospecting licences granted over Kokong kimberlite field, containing 68 kimberlites |
• | Firestone now holds prospecting licences containing a total of 174 kimberlites in Botswana, of which 43 are diamondiferous |
• | Potential for economic kimberlites to be identified is very good
|
Rough diamond market and diamond sales
• | Four diamond sales held at the Company's tender office in Botswana since December 2010 |
• | Prices increased to record highs in the first half of 2011, but have recently fallen back, primarily due to uncertainty in international financial markets |
• | Fundamentals remain positive, with demand from China and India and shortfall in supply expected to continue to support prices in the long term
|
Financial & Board
• | Financial | |
| - | £13 million raised in December 2010 and £13.5 million in August 2011 from share placements |
| - | $6 million credit facility established with Standard Chartered Bank of Botswana |
| - | Financial position secure, with $15m in cash and $3m in diamond stocks as of October 2011 |
• | Board changes | |
| - | Philip Kenny appointed as Executive Chairman and Tim Wilkes appointed as Chief Executive Officer during the year |
| -
| New Finance Director and Non-executive Director appointed |
Outlook
• | Significant increases in production from BK11 and Liqhobong during FY2012 |
• | Rough diamond prices to recover in 2012 driven by long term shortfall in supply. |
• | Target production level of 1 million carats pa by 2014 |
|
|
Tim Wilkes, CEO of Firestone Diamonds, commented: "The past year has seen Firestone move into a select group as one of the few listed kimberlite producers worldwide. We expect to see significant increases in production from the Liqhobong Mine in Lesotho and the BK11 Mine in Botswana in the current year. Firestone's prospects are now better than at any time in its history and the Company is well positioned to reach its target of producing 1 million carats per annum by 2014."
Analyst conference call, Monday 14 November 2011 - 11:00am (GMT)
Firestone Diamonds plc will be hosting a conference call today at 11:00am (GMT) for interested parties.
To access the conference call, please dial: +44 (0) 20 3140 0668 and enter the PIN number: 180383#.
To access the live webcast presentation, go to: https://www.anywhereconference.com/; webcast login: 113380830; PIN code; 180383.
A webcast of the presentation will be available on the Company's website from 4pm today.
For further information, visit the Company's web site at www.firestonediamonds.com or contact:
Philip Kenny, Chairman, Firestone Diamonds Tim Wilkes, CEO, Firestone Diamonds
| +44 20 8741 7810/+44 7831 324 645 +27 78 457 6623/+267 713 77686 |
Rory Scott, Mirabaud Securities (Nominated Broker)
| +44 20 7878 3360 |
Alexander Dewar, Brewin Dolphin (Nominated Adviser)
| +44 131 529 0276 |
Jos Simson / Emily Fenton, Tavistock Communications
| +44 20 7920 3150/+44 7899 870 450 |
Dear Shareholder,
The past year has been a transformational one for Firestone and the most significant in the Company's history. The commencement in July 2010 of mining operations at the BK11 Mine in Botswana resulted in Firestone becoming one of only three junior listed kimberlite producers worldwide. In September 2010 Firestone completed the acquisition of Kopane Diamond Developments plc ("Kopane"). This acquisition gave Firestone control of the Liqhobong Mine in Lesotho, which we consider to be a world class asset and one of the most attractive undeveloped kimberlites in the world.
Liqhobong Mine, Lesotho
A resource of 91 million tonnes ("mt") has been identified at the Main Pipe at Liqhobong at an average grade of 34 carats per hundred tonnes ("cpht") and containing 31 million carats. With a contained value of approximately $3.4 billion, Liqhobong is considered by the Company to be one of the most attractive undeveloped kimberlites in the world. The Company owns a 75% interest in Liqhobong.
Plant 1 Production
Excellent progress has been made at Liqhobong since its acquisition in September 2010. Production commenced at Liqhobong in Q3 FY 2011 and Plant 1 reached its operating capacity of 0.4 million tonnes per annum "mtpa" on schedule in Q4 FY 2011. Construction work on the first phase of the planned Plant 1 expansion was completed during Q1 FY 2012, and, following a two month commissioning period, the target production capacity of 0.65 mtpa was reached in October 2011. The modifications made to the plant allow the processing for the first time of significant amounts of material from the higher grade K5 and K6 kimberlite units. Production grades have been in line with expectations, with current production grades averaging 37 cpht, which is 8% higher than the average resource grade of 34 cpht.
A summary of quarterly production data is provided below.
| Q3 FY 2011 | Q4 FY 2011 | Q1 FY 2012 |
Production plant throughput (t) | 22,421 | 49,796 | 92,659 |
Production (cts) | 5,210 | 18,158 | 33,930 |
Production grade (cpht) | 23.2 | 36.5 | 36.6 |
In Q1 FY 2012 the Company retained Dowding Reynard and Associates ("DRA") to review the current Plant 1 design with the objective of optimising its throughput and efficiency and increasing production capacity. This work is now at an advanced stage and production is expected to increase each quarter until Plant 1 reaches its target capacity in Q4 FY 2012, at which point it is expected to generate revenue of approximately $45 million per annum.
The Company has awarded a contract to operate the production plant at Liqhobong to Minopex (Pty) Limited. Minopex is one of the leading specialists in the operation of mineral processing facilities in the coal, platinum and diamond industries in Southern Africa, and operates the processing plants at Gem Diamonds' Letseng Mine, and Namakwa Diamonds' Kao Mine in Lesotho.
Diamond Sales
Diamond values from the Main Pipe increased significantly during the year. The table below provides results from the first three sales from December 2010 onwards.
| Dec 2010 | Apr 2011 | Jul 2011 |
Main Pipe diamond value ($/ct) | $98 | $130 | $149 |
A further diamond tender was held in August 2011, but rough diamond prices were very volatile at the time due to uncertainty in global financial markets. Reserve prices for most of the smaller diamonds were not achieved at the tender and they were withdrawn.
Mining Operations
In Q3 FY 2011 Matekane Mining Investment Company (Pty) Limited, ("Matekane") was awarded a contract to undertake all mining and earth moving operations at Liqhobong. Matekane is one of the largest earthmoving and mining contractors in Lesotho, and is currently responsible for mining operations at Gem Diamonds' Letseng Mine.
Mining operations at the Main Pipe during the year were primarily focused on the lower grade K2 and K4 kimberlite units, which have an average grade of 28 cpht. Since the end of the financial year mining operations have been focused on the higher grade K5 unit, which will be the primary focus for mining operations for the next two years.
Plant 2 Development Plans
The Company has signed a letter of intent with DRA under which DRA will complete a Definitive Feasibility Study ("DFS") and commence detailed engineering studies for the planned 4.2 mtpa Plant 2 at Liqhobong. Work on the specifications and design for Plant 2 is progressing well. Plant 2 is expected to commence operation in 2013 and to generate revenue of $135 million per annum at full production.
Mine Infrastructure
Substantial work was carried out in Q1 FY 2012 to expand the current tailings dam capacity. The extensions to the tailings dam have been designed to be able to accommodate further capacity expansions to handle tailings from Plant 2 when it commences operation. A de-grit plant has also been erected and has resulted in significant improvements in management of tailings and water recovery from the tailings dam. Approximately 200,000 tonnes of kimberlite was mined during the year from the Satellite Pipe, which is now mined out and being used as a raw water storage dam to supply Plant 1. Significant work was undertaken during the year on the access road to Liqhobong. The road is greatly improved, and provides access for the large trucks that are required to transport equipment for the Plant 1 expansion to site.
BK11 Mine, Botswana
A mining licence for BK11 was granted in July 2010. Under the current BK11 mine plan approximately 11.5 mt of kimberlite is expected to be mined at an average grade of 8.5 cpht, giving total production of approximately 1 million carats over a 10 year mine life. The Company owns a 90% interest in BK11.
Mining Operations
Mining operations during Q1 and Q2 FY 2011 were primarily focused on pre-stripping of overburden and low grade kimberlite. Pre-stripping was completed in December 2010, following which the first kimberlite ore was available for processing. Mining operations have progressed well since then and the floor of the pit has now been deepened to bench 5 at a depth of 50 metres.
Production
Commissioning of the production plant was carried out using low grade kimberlite from the pre-stripping that was carried out up to December 2010. Results from processing of the first ore that was available in Q3 FY 2011 indicated that the crushing and scrubbing circuits were providing insufficient diamond liberation, with up to 70% of head feed reporting to the oversize stockpile and only 30% reporting to the DMS. A secondary crushing circuit based on mobile crushers was designed to address these problems and testing of this circuit commenced in July 2011. Significant increases in diamond liberation and grade have been achieved with this circuit, and it is now planned to place the secondary crushing circuit in line with the current scrubbing and DMS circuits. This work will be completed in November 2011.
While recovered grades have been low due to the crushing and diamond liberation problems, based on the percentage of head feed reporting to the oversize stockpile the average grade of the ore that has been processed is estimated to be 8 cpht. This estimate has been confirmed by the processing of large samples of ore through the BK11 bulk sampling plant, which has an in line secondary crushing circuit. The results from the bulk sampling plant indicate grades of 8-10 cpht, which is in line with the resource grade of 8.5 cpht.
A summary of production data since processing of ore commenced in January 2011 is provided below.
| Q3 FY 2011 | Q4 FY 2011 | Q1 FY 2012 |
Production plant throughput (t) | 118,745 | 212,479 | 185,009 |
Production (cts) | 2,508 | 1,812 | 4,523 |
Recovered grade (cpht) | 2.1 | 0.9 | 2.4 |
Estimated ore grade (cpht)1 | 7 | 3 | 8 |
Note: 1. Estimated ore grade is calculated based on 70% of head feed reporting to the oversize stockpile and 30% reporting to the DMS
The production plant is currently operating at a capacity of 1 mtpa and following completion of the final work on the secondary crushing circuit is expected to reach its full operating capacity of 1.5 mtpa in Q4 FY 2012.
Diamond Sales
Diamond values from BK11 increased significantly during the year. The table below provides results from the first three sales from December 2010 onwards.
| Dec 2010 | Apr 2011 | Jul 2011 |
BK11 diamond value ($/ct) | $177 | $230 | $235 |
Reserve prices for smaller, lower quality diamonds from BK11 were also not achieved at the August 2011 tender and they were withdrawn.
Mine Infrastructure
The connection to the new power line being constructed by Botswana Power Corporation is expected to be completed in Q2 FY 2012. This is expected to result in both lower costs and improved production plant availability.
Botswana Evaluation Projects
Since the end of the financial year the Company has been granted prospecting licences over the Kokong kimberlite field in Botswana. Firestone now holds prospecting licences containing a total of 174 kimberlites in Botswana - 22 in the Orapa field, 84 in the Tsabong field and 68 in the Kokong field - of which 43 have been proven to be diamondiferous. The Company considers the results from exploration and evaluation work carried out by it and other companies in these areas to be very encouraging, and that the potential for economic kimberlites to be identified is very good.
While the primary focus in the short term will continue to be on completing the expansion projects and reaching target production levels at Liqhobong and BK11, the Company intends to use cash flow from its mining operations to evaluate these kimberlites with the objective of identifying additional resources that can be developed and brought into production. This work is expected to commence in 2012.
Diamond Sales
During the year a diamond sorting and sales facility was constructed at the Diamond Technology Park in Gaborone, Botswana. Diamonds from Liqhobong and BK11 are sold by competitive tender at this facility. The first tender was held in December 2010, and a total of four tenders have been held to date.
Rough diamond prices increased strongly during the year, rising approximately 40% in the six months to June 2011, driven largely by significant growth in demand from China and India. The uncertainty in global financial markets since August 2011 has resulted in significant volatility in the rough diamond market, and prices have dropped by about 30% from their highs in July 2011. The Company's last tender, which commenced in August 2011, was affected by this volatility, and the majority of the diamonds offered for sale did not achieve reserve prices and were withdrawn.
Prices now appear to have stabilised and it is expected that De Beers and Alrosa, who are the two largest diamond producers in the world, will limit their volume of sales in the short term in order to promote a stable pricing environment. The Company remains positive about the fundamentals of the diamond market, as long term demand is expected to continue to outstrip supply.
The schedule for and frequency of diamond sales in 2012 has not yet been finalised, but will be determined by both market conditions in the rough diamond market and production levels at Liqhobong and BK11. Results of diamond sales will in future be announced on a quarterly basis after the end of each quarter.
Financial
The acquisition of Kopane was the most significant event during the year. The acquisition was implemented by way of the issuance of 0.4657 Firestone shares for every Kopane share, which resulted in Kopane shareholders being issued with shares equivalent to 52% of the Company's enlarged share capital at the time. The financial accounts for the year reflect the consolidation of the Kopane accounts from the acquisition date of 29 September 2010. Revenue generated during the year was from both Liqhobong and BK11.
In December 2010 the Company raised £13 million to finance the recommencement of production at Liqhobong. In August 2011 the Company raised a further £13.5 million, primarily to support and accelerate the expansion of production capacity at Liqhobong. During the year the Company agreed terms with Standard Chartered Bank of Botswana for a $6 million, three year, 6.5% fixed rate credit facility. This facility was drawn down in June 2011. Discussions have also commenced with a number of banks in respect of a debt facility to finance the construction of Plant 2 at Liqhobong.
The Company intends to take a cautious approach to further capital commitments until it is clear that sufficient stability has returned to both international financial markets and the rough diamond market. In the meantime, the Company's financial position remains secure, with $15 million in cash and diamond stocks with an estimated value of $3 million as of October 2011.
Board
A significant number of changes were made to the Company's Board of Directors during the year, with three new directors being appointed and two resigning. Philip Kenny, who had been Chief Executive Officer of the Company since it was admitted to AIM in 1998, was appointed as Executive Chairman, and Tim Wilkes, who had been Chief Operating Officer of the Company since 2005, was appointed to the Board as Chief Executive Officer. Angus Ogilvie was appointed as Finance Director and Paul Sobie was appointed as a Non-executive Director. A further Non-executive Director appointment is also currently being considered. The Board has been significantly strengthened by these changes and is now well positioned to provide the guidance needed as the Company makes the transition to becoming a significant mid-tier diamond producer.
Outlook
With a world class asset at the Liqhobong Mine and a portfolio of exciting kimberlite projects in Botswana, significant increases in production expected at both Liqhobong and BK11 during the coming year, and a very favourable long term outlook for diamond prices, we believe that Firestone's prospects are better than at any time in its history and that the Company is well positioned to reach its target of producing 1 million carats per annum by 2014.
Philip Kenny
Executive Chairman
11 November 2011
Consolidated statement of comprehensive income
Note | 2011 | 2010 | |
£000 | £000 | ||
Revenue | 2 | 2,453 | 3 |
Raw materials and consumables used | (819) | (180) | |
Employee costs | (829) | (477) | |
Compensation payments to former employees of Kopane | (585) | - | |
Amortisation and depreciation | (899) | (369) | |
Impairment of property, plant and equipment | - | (200) | |
Release of rehabilitation provisions | - | 528 | |
Acquisition expenses | - | (1,234) | |
Other operating expenses | (1,383) | (490) | |
_________ | _________ | ||
Operating loss | (2,062) | (2,419) | |
Finance income | 19 | 24 | |
Finance expense | (753) | (11) | |
_________ | _________ | ||
Loss before tax | (2,796) | (2,406) | |
Taxation | (317) | - | |
Loss after tax for the year | _________ | _________ | |
Other comprehensive income: | |||
Exchange differences on translating foreign operations net of tax | 789 | 1,135 | |
Total comprehensive income and expense for the year | _________ | _________ | |
(2,324) | (1,271) | ||
_________ | _________ | ||
Loss after tax for the year attributable to: | |||
Equity holders of the parent | (2,998) | (2,478) | |
Non-controlling interests | (115) | 72 | |
_________ | _________ | ||
(3,113) | (2,406) | ||
_________ | _________ | ||
Total comprehensive income for the year attributable to: | |||
Equity holders of the parent | (2,274) | (1,346) | |
Non-controlling interests | (50) | 75 | |
_________ | _________ | ||
(2,324) | (1,271) | ||
_________ | _________ | ||
Basic loss per share | (1.1)p | (2.4)p | |
_________ | _________ | ||
Diluted loss per share | (1.1)p | (2.4)p | |
_________ | _________ | ||
All amounts relate to continuing operations.
|
Consolidated statement of financial position
2011 | 2010 | ||
£000 | £000 | ||
Assets | |||
Non-current assets | |||
Intangible assets | 11,212 | 20,129 | |
Property, plant and equipment | 82,941 | 14,568 | |
_________ | _________ | ||
94,153 | 34,697 | ||
_________ | _________ | ||
Current assets | |||
Inventories | 1,853 | 29 | |
Trade and other receivables | 2,479 | 1,013 | |
Derivative financial instruments | 781 | - | |
Cash and cash equivalents | 4,256 | 5,645 | |
_________ | _________ | ||
9,369 | 6,687 | ||
_________ | _________ | ||
Total assets | 103,522 | 41,384 | |
_________ | _________ | ||
Equity and liabilities | |||
Equity | |||
Share capital | 64,792 | 25,578 | |
Share premium | 39,198 | 25,380 | |
Merger reserve | (1,076) | (1,076) | |
Translation reserve | 1,153 | 429 | |
Accumulated losses | (17,975) | (15,106) | |
_________ | _________ | ||
Total equity attributable to equity holders of the parent | 86,092 | 35,205 | |
Non-controlling interests | 2,082 | 75 | |
_________ | _________ | ||
Total equity | 88,174 | 35,280 | |
_________ | _________ | ||
Non-current liabilities | |||
Interest-bearing loans and borrowings | 2,736 | 1,193 | |
Deferred tax | 3,308 | - | |
Provisions | 1,247 | - | |
_________ | _________ | ||
7,291 | 1,193 | ||
_________ | _________ | ||
Current liabilities | |||
Interest-bearing loans and borrowings | 2,362 | 1,168 | |
Trade and other payables | 5,197 | 3,045 | |
Current tax liabilities | - | 229 | |
Provisions | 498 | 469 | |
_________ | _________ | ||
8,057 | 4,911 | ||
Total liabilities | 15,348 | 6,104 | |
_________ | _________ | ||
_________ | _________ | ||
Total equity and liabilities | 103,522 | 41,384 | |
_________ | _________ |
Consolidated statement of changes in equity
| Share capital £000 | Share premium £000 | Merger reserve £000 | Translation reserve £000 | Accumulated losses £000 | Total
£000 | Non-controlling interests £000 | Total equity £000 |
At 1 July 2009 | 12,346 | 22,768 | (1,076) | (703) | (12,905) | 20,430 | - | 20,430 |
Comprehensive income | ||||||||
Loss for the year | - | - | - | - | (2,478) | (2,478) | 72 | (2,406) |
Other comprehensive income for the year | ||||||||
Exchange differences on translating foreign operations | - | - | - | 1,132 | - | 1,132 | 3 | 1,135 |
Total comprehensive income/(loss) for the year | - | - | - | 1,132 | (2,478) | (1,346) | 75 | (1,271) |
Shares issued in the year | 13,232 | 3,480 | - | - | - | 16,712 | - | 16,712 |
Share issue expenses | - | (868) | - | - | - | (868) | - | (868) |
Share-based payment adjustment | - | - | - | - | 277 | 277 | - | 277 |
At 30 June 2010 | 25,578 | 25,380 | (1,076) | 429 | (15,106) | 35,205 | 75 | 35,280 |
At 1 July 2010 | 25,578 | 25,380 | (1,076) | 429 | (15,106) | 35,205 | 75 | 35,280 |
Comprehensive income | ||||||||
Loss for the year | - | - | - | - | (2,998) | (2,998) | (115) | (3,113) |
Other comprehensive income for the year | ||||||||
Exchange differences on translating foreign operations | - | - | - | 724 | - | 724 | 65 | 789 |
Total comprehensive income/(loss) for the year | - | - | - | 724 | (2,998) | (2,274) | (50) | (2,324) |
Shares issued in the year | 39,214 | 14,940 | - | - | - | 54,154 | - | 54,154 |
Share issue expenses | - | (1,122) | - | - | - | (1,122) | - | (1,122) |
Arising on the acquisition of Kopane | - | - | - | - | - | - | 2,057 | 2,057 |
Share-based payment adjustment | - | - | - | - | 129 | 129 | - | 129 |
At 30 June 2011 | 64,792 | 39,198 | (1,076) | 1,153 | (17,975) | 86,092 | 2,082 | 88,174 |
The following describes the nature and purpose of each reserve within owners' equity:
Share capital | Amount subscribed for shares at nominal value. | |
Share premium | Amount subscribed for share capital in excess of nominal value. | |
Merger reserve | Amounts arising from the merger of subsidiary investments. | |
Translation reserve | Gains/(losses) arising on retranslating the net assets and net income of overseas subsidiary companies denominated in foreign currencies into sterling. | |
Accumulated losses | Cumulative profit/(loss) of the Group attributable to equity shareholders. |
Consolidated statement of cash flows
2011 | 2010 | ||
£000 | £000 | ||
Cash flow from operating activities | |||
Loss before taxation | (2,796) | (2,406) | |
Adjustments for: | |||
Depreciation, amortisation and impairment | 1,435 | 570 | |
Effect of foreign exchange movements | (85) | 157 | |
Interest payable | 116 | 11 | |
Equity-settled share-based payments | 13 | 277 | |
Loss on derivative financial instruments | 637 | - | |
_________ | _________ | ||
Net cash flow from operating activities before changes | |||
in working capital | (680) | (1,391) | |
Increase in inventories | (1,202) | - | |
Decrease/(increase) in trade and other receivables | 895 | (426) | |
Increase in trade and other payables | 1,516 | 1,926 | |
Decrease in provisions | (59) | (739) | |
_________ | _________ | ||
Net cash flow from operating activities | 470 | (630) | |
_________ | _________ | ||
Investing activities | |||
Payments for property, plant and equipment | (17,845) | (5,472) | |
Payments for intangible assets | - | (3,991) | |
Cash acquired with subsidiary | 956 | - | |
Disposal of non-current assets | 13 | - | |
_________ | _________ | ||
Net cash flow from investing activities | (16,876) | (9,463) | |
_________ | _________ | ||
Financing activities | |||
Issue of ordinary shares | 13,786 | 16,712 | |
Share issue expenses | (1,122) | (868) | |
Proceeds from long-term borrowings | 3,633 | - | |
Proceeds from lease finance arrangements | - | 140 | |
Repayment of long-term borrowings | (1,049) | (1,082) | |
Repayment of lease finance | (40) | (12) | |
Interest paid | (191) | (171) | |
_________ | _________ | ||
Net cash flow from financing activities | 15,017 | 14,719 | |
_________ | _________ | ||
Net (decrease)/increase in cash and cash equivalents in the year | (1,389) | 4,626 | |
Cash and cash equivalents at the beginning of the year | 5,645 | 1,019 | |
_________ | _________ | ||
Cash and cash equivalents at the end of the year | 4,256 | 5,645 | |
_________ | _________ |
On 29 September 2010 the Company acquired Kopane Diamond Developments plc for a non-cash consideration of £40,369,000.
Notes
1. Basis of preparation
While the financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards (IFRS), this announcement does not contain sufficient information to comply with IFRS. The Company will publish full financial statements that comply with IFRS in November 2011.
The financial information set out in the announcement does not constitute the Company's statutory accounts for the year ended 30 June 2011 or the year ended 30 June 2010. The financial information for the year ended 30 June 2011 and the year ended 30 June 2010 are extracted from the statutory accounts of Firestone Diamonds plc. The auditor, PKF (UK) LLP, reported on those accounts; their report was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.
The 2011 accounts have been prepared on a basis consistent with the accounting policies set out in the 2010 accounts.
Following a review of the Company's financial position and the projected cash flows from the Liqhobong Mine and the BK11 Mine, the directors have concluded that sufficient financial resources will be available to meet the Company's current and foreseeable investment and working capital requirements. On this basis, they consider it appropriate to prepare the financial statements on a going concern basis.
2 Revenue
An analysis of the Group's revenue is as follows:
2011 | 2010 | |
£000 | £000 | |
Sales of diamonds | 3,005 | - |
Sale of other goods and services | - | 3 |
_________ | _________ | |
Total revenues | 3,005 | 3 |
Amounts offset against intangible mining assets under development | (552) | - |
_________ | _________ | |
Net revenue | 2,453 | 3 |
_________ | _________ |
Revenues in the year arise from the sale of diamonds. An amount of £552,000 relating to the sale of diamonds recovered during the commissioning and testing of mining and processing operations at the BK11 Mine has been allocated against the costs incurred in developing the mine. An additional amount of £251,000 arising from the sale of diamonds recovered from the BK11 Mine has been classified as incidental revenue. In relation to the application of accounting policies, the Liqhobong Mine is considered to have commenced commercial production on 1 June 2011 and the BK11 Mine on 1 July 2011.
An analysis of the Group's revenue by country of origin is:
2011 | 2010 | |
£000 | £000 | |
Botswana | 803 | - |
Lesotho | 2,202 | - |
South Africa | - | 3 |
_________ | _________ | |
Total revenues | 3,005 | 3 |
_________ | _________ | |
3. Loss per share
The calculation of the basic loss per share is based upon the net loss after tax attributable to ordinary shareholders of £2,998,000 (2010: loss of £2,478,000) and a weighted average number of shares in issue for the year of 264,731,812 (2010: 103,197,603).
Diluted loss per share
The diluted loss per share in 2011 and 2010 is the same as the basic loss per share as the potential ordinary shares to be issued have an anti-dilutive effect. |
On 3 August 2011 the Company issued new equity totalling 28,865,000 ordinary shares and on 31 August 2011 the Company issued new equity totalling 19,784,000 ordinary shares. The Company has 11,435,000 shares potentially issuable in respect of equity and share option incentives issued to employees.
4 Acquisition of Kopane Diamond Developments plc
On 29 September 2010 the Company acquired the whole of the issued share capital of Kopane Diamond Developments plc. Kopane is a diamond producer, developer and explorer whose principal assets are located in Lesotho in Southern Africa. Kopane was quoted on AIM until the date of acquisition by the Company.
The acquisition was implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006. The terms of the arrangement were that Kopane shareholders received 0.4657 of a new ordinary share for every 1 Kopane share held.
Both the Company and Kopane are diamond exploration and development companies with a geographical focus on Southern Africa. The majority of Firestone's assets are located in Botswana and Kopane's principal asset is located in Lesotho. Liqhobong is considered by the Directors to be one of the most attractive undeveloped kimberlites in the world. The Company has resumed production at Liqhobong and is currently completing a definitive feasibility study in respect of the construction of a significantly larger processing plant at Liqhobong.
The Kopane acquisition has been accounted for using the purchase method of accounting and Kopane's accounts have been consolidated within the Group financial statements from 29 September 2010.
The book values and fair values of the assets and liabilities acquired are set out below.
Book value
| Fair-value | |
£000 | £000 | |
Goodwill | 925 | - |
Intangible mining assets | 6,089 | 38,926 |
Property plant and equipment | 3,520 | 1,630 |
Derivative financial instruments | 891 | 891 |
Inventories | 540 | 622 |
Trade and other receivables | 2,793 | 2,887 |
Cash | 1,043 | 956 |
Trade and other payables | (374) | (386) |
Provisions | (64) | (87) |
Deferred tax | - | (3,013) |
Non-controlling interests | 145 | (2,057) |
_________ | _________ | |
15,508 | 40,369 | |
_________ | ||
Fair-value of consideration | 40,369 | |
_________ | ||
Goodwill | - | |
_________ |
The fair value of the purchase consideration arises from the issue of 140,413,477 ordinary shares at a price of 28.75p per share, being the market price of an ordinary share as of the date of acquisition.
Kopane had a number of employee share options outstanding as at the date of acquisition. As part of the acquisition the Company amended the Kopane option agreements to substitute options over ordinary shares in place of the Kopane options at an exercise price of price of 21.47 pence. All of the Kopane options have either been exercised or expired.
There were no contingent arrangements affecting the consideration paid. No contingent liabilities have been recognised. The Company has received no indemnities from the previous shareholders or management.
The transaction costs incurred in relation to the acquisition of Kopane were £1,689,000 of which £1,234,000 was expensed in 2010 and £454,000 deducted from the Company's share premium account in 2011.
A non-controlling interest of 25% of the Liqhobong Mining Development Limited is held by the Government of Lesotho.
The fair value of the intangible mining asset was determined by an analysis of the market value of the consideration paid for each Kopane ordinary share and was supported by the results of a risk-adjusted discounted cash flow analysis. No other intangible assets have been recognised.
The results of Kopane for the year to 30 June 2011 and for the period after acquisition from 29 September 2010 to 30 June 2011 are set out below:
Year ended 30 June | Period 29 September | |
2011 | 2010 to 30 June 2011 | |
£000 | £000 | |
Revenue | 2,202 | 2,202 |
_________ | _________ | |
Loss before taxation | (1,191) | (1,578) |
Taxation | - | - |
_________ | _________ | |
Loss after taxation | (1,191) | (1,578) |
Other comprehensive income | 2,073 | 341 |
_________ | _________ | |
Total comprehensive income and expense for the year/period | 882 | (1,237) |
_________ | _________ | |
5. Annual General Meeting
The company's Annual General Meeting will be held at the office of Tavistock Communications, 131 Finsbury Pavement, London EC2A 1NT on 14 December 2011 at 2.30 pm.
6. Dividends
The directors do not recommend the payment of a dividend for the period.
7. Qualified person review
The information in this statement has been reviewed by Mr. Tim Wilkes, B Sc, Pr Sci Nat, who is a qualified person for the purposes of the AIM Guidance Note for Mining, Oil and Gas Companies. Mr. Wilkes is a director of the Company and its Chief Executive Officer and has over 25 years experience in diamond exploration, mineral resource management and mining. Mr. Wilkes is a member of the sub-committee for diamonds of the South African Mineral Resource Committee (SAMREC).
7. Announcement and Annual Report
This announcement was approved by the board on 11 November 2011. The Annual Report for the year ended 30 June 2011, including the auditors' report, will be posted to shareholders and will be available from the same date to be downloaded from the Company's website at www.firestonediamonds.com.