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Provisional Summarised Consolidated Annual Financial Results for the Year Ended 28 February 2021
Mine Restoration Investments Limited
Incorporated in the Republic of South Africa
(Registration number 1987/004821/06)
Share Code: MRI
ISIN Code: ZAE000164562
("MRI", “the Company" or “the group”)
PROVISIONAL SUMMARISED CONSOLIDATED ANNUAL FINANCIAL RESULTS FOR THE
YEAR ENDED 28 FEBRUARY 2021
The Board of Directors of MRI (”the Board”) is pleased to announce
the summarised consolidated annual financial results for the year
ended 28 February 2021(“Results”).
SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Audited 12- Audited 12-
months to months to
February 2021 February 2020
R’000 R’000
Revenue - -
Other income 956 660
Impairment reversal 3 705 -
Directors’ remuneration (2 321) (1 560)
Administration and other
(1 199) (1 340)
operating expenses
Operating Profit/(Loss) 1 141 (2 240)
Finance costs (2 635) (2 932)
Gain on disposal of subsidiaries 429 -
Loss before Taxation (1 065) (5 172)
Taxation - -
Loss for the Year (1 065) (5 172)
Other Comprehensive Income:
Reversal of capital reserve 5 000 -
Total Comprehensive Income/(Loss)
for the Year 3 935 (5 172)
Total Comprehensive Income
Attributable to:
Owners of the parent 3 935 (5 173)
Non-controlling interest - 1
Basic Earnings/(Loss) per Share 0.45 (0.60)
Diluted Earnings/(Loss) per Share 0.45 (0.60)
Headline Loss per Share (0.17) (0.60)
Weighted average number of shares
in issue (‘000) 863 053 863 053
Diluted weighted average number
of shares in issue (‘000) 863 053 863 053
SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Audited Audited
As At 28 As At 28
February February
2021 2020
R’000 R’000
Assets
Current Assets
Short-term loan 1 085 -
Trade and other receivables 316 136
Cash and cash equivalents 4 1
1 405 137
Total Assets 1 405 137
Equity and Liabilities
Equity
Amount attributable to equity (22 366) (21 270)
holders
Non-controlling interest - (31)
(22 366) (21 301)
Liabilities
Current Liabilities
Other financial liabilities 18 404 16 727
Trade and other payables 5 367 4 698
Bank overdraft - 13
23 771 21 438
Total Equity and Liabilities 1 405 137
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Capital Equity due Accumulated Amount Non- Total
capital reserve to change earnings attributable controlling equity
in (loss) to Equity interest
ownership Holders
R’000 R’000 R’000 R’000 R’000 R’000 R’000
Balance at
01 March 2019 85 020 5 000 (2 459) (103 658) (16 097) (32) (16 129)
Total
comprehensive - - - (5 173) (5 173) 1 (5 172)
loss for the
period
Release on non-
controlling
- - - - - - -
interest on share
purchase
Issue of shares - - - - - - -
Balance at
29 February 2020 85 020 5 000 (2 459) (108 831) (21 270) (31) (21 301)
Total
comprehensive
earnings/(loss) - (5 000) - 3 935 (1 065) - (1 065)
for the period
Disposal of
subsidiaries
recognized - - (2 459) (2 490) (31) 31 -
directly in
equity
Balance at
28 February 2021 85 020 - - (107 386) (22 366) - (22 366)
SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
Audited Audited
12-months 12-months
to 28 to 28
February February
2021 2020
R’000 R’000
Cash flows from operating
activities (2 602) (23)
Cash flows from investing
activities 3 233 (96)
Cash flows from financing
activities (615) -
Total cash movement for the
period 16 (119)
Cash and cash equivalents at the
beginning of the period (12) 107
Cash and cash equivalents at end
of the period 4 (12)
COMMENTARY
1. BASIS OF PREPARATION
These Results are extracted from audited consolidated annual
financial statements but is not itself audited. The directors take
full responsibility for the preparation of this report and confirm
that the financial information has been correctly extracted from the
underlying financial statements.
The audited consolidated annual financial statements for the year
ended 28 February 2021 are available at:
http://minerestoration.co.za/media/sens-announcements/
The Results have been prepared in accordance with IAS 34 – Interim
Financial Reporting, the South African Institute of Chartered
Accountants (“SAICA”) Financial Reporting Guides, as issued by the
Accounting Practices Committee and Financial Reporting Pronouncements
as issued by Financial Reporting Standards Council, International
Financial Reporting Interpretations Committee (“IFRIC”) and the
requirements of the South African Companies Act, as amended, and the
Listings Requirements of the JSE Limited (“JSE”).
Notwithstanding the insolvency of the Company and the fact that it
has limited activity, the directors are satisfied that the group will
still be able to settle its obligations and realise its assets as
measured in terms of IFRS as applicable to going concern.
The audited consolidated financial statements have been prepared
using accounting policies that comply with International Financial
Reporting Standards (“IFRS”) and which are consistent with those
applied in the preparation of the audited financial statements for
the year ended 28 February 2020.
These Results were prepared under the supervision of T Makgolane the
Financial Director of the Company.
Shareholders are advised that the information contained in the
announcement is also available at:
https://senspdf.jse.co.za/documents/2021/jse/isse/mri/ye21.pdf
2. FINANCIAL RESULTS AND FUTURE PROSPECTS
MRI operated as a cash shell throughout the current financial year.
The Board focused on reducing all corporate costs whilst pursuing the
acquisition of Langpan Mining Co Proprietary Limited (“Langpan”). The
Board has satisfied themselves that the group is in a position to
continue as a going concern and that it has access to sufficient
borrowing facilities to meet its foreseeable cash requirements.
On 10 October 2019, the group announced on SENS that it had entered
into a share purchase agreement with the shareholders of Langpan, in
terms of which the Vendors would dispose of their entire shareholding
(100%) in Langpan for an aggregate purchase consideration of R550
million, to be settled through the issue by MRI of 137 500 000 000
shares to the Vendors (“Langpan Transaction”).
The advent of the novel coronavirus created significant uncertainty
in global capital and commodity markets. In order to protect the group
and the Langpan Transaction, the transaction stakeholders approved a
restructure of the underlying transaction to mitigate any
uncertainty. The Board reviewed the revised structure and found the
Langpan Transaction to have the same commercial merits as before.
This prompted the Board to sign a refreshed purchase agreement, on
essentially the same terms and conditions as before, on 13 August
2020.
The Board is confident that the acquisition of Langpan will
recapitalise the Company and allow for the Company’s successful
reinstatement on the Alternative Exchange of the JSE.
3. HEADLINE LOSS PER SHARE (“HLPS”)
Reconciliation of losses to headline losses attributable to equity
holders of the parent:
Audited 12- Audited 12-
months to 28 months to 28
February February
2021 2020
Earnings/(loss) per share
(cents) 0.45 (0.60)
Diluted earnings/(loss) per
share (cents) 0.45 (0.60)
Headline loss per share
(cents) (0.17) (0.60)
Diluted headline loss per
share (0.17) (0.60)
HLPS Calculation
Earnings/(Loss) for the
period (R’000) 3 935 (5 172)
Reversal of capital reserve (5 000) -
Gain on disposal of
subsidiaries (429) -
Deferred tax on impairments
of assets - -
Headline loss (1 494) (5 172)
Weighted average number of
shares in issue (‘000) 863 053 863 053
Actual number of shares in
issue (‘000) 863 053 863 053
4. CHANGES IN SHARE CAPITAL
Since the last reporting period there have been no changes in issued
share capital.
5. EVENTS AFTER THE END OF THE REPORTING PERIOD
Directorate Changes:
• On 14 June 2021 George Sebulela resigned as a director of the
Company.
• On 23 July 2021, the Board appointed Vincent Madlela as a lead
independent non-executive director.
Additionally, Board subcommittees were also reconstituted as
follows:
- Combined Audit and Risk Committee: Alistair Collins (Chair),
Michael Miller and Vincent Madlela.
- Remuneration and Nomination Committee: Michael Miller
(Chair), Alistair Collins and Vincent Madlela.
- Social and Ethics Committee: Vincent Madlela (Chair), Alistair
Collins and Michael Miller.
The Company continues to evaluate the Board and committees and
following the AGM and the conclusion of the Langpan Transaction, will
be looking to include additional independent members to strengthen
the governance structures of the Company.
6. OTHER FINANCIAL LIABILITIES
In early 2017, an angel investor re-capitalised the Company through
a subordinated debt facility in order to settle claims, cover working
capital and transaction related costs for the Langpan Transaction,
providing support so as to maintain the Company’s solvency and to
ensure that the Company is able to continue operating as a going
concern. This support had been maintained throughout the period under
review.
The remaining increase in other financial liabilities relates to trade
payables in the ordinary course of business including interest
charges.
7. OTHER FINANCIAL ASSETS
With respect to supporting the Langpan Transaction, on 1 September
2018, R3,71 million was provided on an unsecured short term debt basis
to Langpan to cover transactional related expenses. As at 28 February
2021, of this total loan amount, the outstanding balance was R1,09
million.
8. AUDITOR’S OPINION
During the period under review, the Company changed its independent
auditor from BDO to Ngubane & Co (Jhb) Inc. Ngubane & Co (Jhb) Inc.
was appointed on 11 December 2020 and commenced with the audit of the
financial year 2020, which they signed off and issued an unqualified
opinion thereon, on 30 April 2021.
The group’s independent auditor has audited the consolidated
financial statements for the year ended 28 February 2021, from which
the Results have been extracted, and have issued an unqualified
opinion. The auditor’s report contained the following two emphasis
of matter paragraphs relating to a material uncertainty related to
the Company’s going concern as well as the disposal of subsidiaries:
Emphasis of Matter – Material Uncertainty Related to Going Concern
“We draw attention to Note 25 of the consolidated financial
statements, which indicates that the group had accumulated losses of
R107 million for the year ended 28 February 2021 and, as of that date,
the group’s total liabilities exceeded its total assets by
R22 million. As stated in Note 25, these events, and conditions,
indicate that a material uncertainty exists that may cast significant
doubt on the group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.”
Emphasis of Matter – Disposal of Subsidiaries
“We draw attention to Note 15 of the consolidated financial
statements, which indicates that the company disposed of all its
subsidiaries during the year ended 28 February 2021. Our opinion is
not modified in respect of this matter.”
A copy of the auditor's report is available for inspection on the
Company’s website at www.minerestoration.co.za/sens-announcements/
and at the Company's registered office.
9. GOING CONCERN
The financial period under review reflects a challenging financial
period, with a net loss after tax of R1.1 million (2020: R5.1 million)
and the group’s total liabilities exceeding its assets by R22 million.
The directors are confident that the acquisition of Langpan will
adequately recapitalise the Company and ensure the successful
reinstatement of MRI’s listing on the JSE Alternative Exchange. The
Board remains confident that the Company retains the continued support
of its major shareholders to provide additional funding should other
sources not be forthcoming.
The Board has a reasonable expectation, having regard to the current
status and the future strategy of the Company, that the Company will
have sufficient resources to continue as a going concern and have
therefore concluded that it is appropriate to prepare the financial
statements on a going concern basis.
Accordingly, the financial statements do not include the adjustments
that would result if the Company was unable to continue as a going
concern.
11. DIVIDENDS
No dividend was declared for the year ended 28 February 2021 (2020:
Nil).
CORPORATE INFORMATION
Postal address: PO Box 866, Rivonia, 2128
Registered and Physical address: Lower Ground Floor Block F,
Pinmill, 164 Katherine Street, Sandton, Gauteng, 2196
Tel no:+27 (0) 11 036 3100
Fax no:+27 (0) 86 654 6818
Web: www.minerestoration.co.za
Board of Directors: V Madlela*, A Collins*, MJ Miller#
(Chairman), MM Movundlela (CEO), TA Makgolane (FD).
(#Non-Executive, * Independent Non-Executive)
Company Secretary: Neil Esterhuysen & Associates Inc
Transfer Secretaries: Computershare Investor Services
Proprietary) Limited, Rosebank Towers, 15 Biermann Avenue,
Rosebank, 2196, PO Box 61763, Marshalltown 2107
Auditor: Ngubane & Co (JHB) Inc.
Designated Advisor: Merchantec Capital
Johannesburg
8 September 2021
Designated Adviser
Merchantec Capital
Date: 08-09-2021 05:30:00
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