RNS Number:7418S
Thistle Mining Inc.
02 December 2003
Third Quarter Report
2003
Third Quarter Report to 30 September 2003
Toronto, 28 November 2003 - THISTLE MINING INC. (TSX: THT and AIM: TMG) wishes
to announce the third quarter and nine months results for the period ended 30
September 2003.
Highlights of the quarter
* Although production of gold, which was 41,314 ounces at the President
Steyn Complex in South Africa, was heavily impacted by the fire in the
Southern Section the production in September and October has returned to
the higher levels of previous quarters.
* Record production of 8,414 ounces in Kazakhstan.
* Completion of US $24 million 10% convertible loan note issue 16 July
2003.
* Agreement to a one year settlement with the workforce's unions, which
includes the adoption of improved working practices at the Steyn Mine
complex and a commitment to increasing production.
* Drilling programme re-started at the Masbate project in the Philippines.
Bankable feasibility study initiated.
Significant achievements since the end of the quarter
* Successful outcome of exploration at the Eldorado Massive Project in
South Africa, 6.3 tonnes of gold added to the resource category.
* Repayment of remaining balance of acquisition term loan of US $14.4
million.
* Improvement in gold grade. The underground fire had meant that affected
areas were replaced, in the interim, with panels at a lower grade.
* Mining of ore from the Massives. Commencement of production in the third
quarter necessarily meant that low grade was being recovered due to the
combination of reef and waste initially being extracted.
All references to dollars in this quarterly report are United States dollars.
As at 27 November 2003, the South African Rand exchange rate was Rand 6.44 to
the US dollar.
Achievements during the quarter
On 16 July 2003, Thistle completed the issue of US $24 million 10% convertible
loan notes. The issue was placed by Canaccord Capital Corporation and Griffiths
McBurney.
These loan notes are repayable in July 2008 and are convertible, at the holder's
option, into common shares of Thistle at a conversion price equivalent to Cdn
$0.65 per share. The notes were listed on the Toronto Stock Exchange on 18
August 2003 and Thistle is intending to list the loan notes on the Alternative
Investment Market of the London Stock Exchange.
In August, the Group secured a wage settlement with the workforces unions which
includes the adoption of improved working practices at the Steyn Mine complex to
ensure increased productivity at the site.
The drilling programme has been re-started at the Masbate project in the
Philippines. A bankable feasibility study has been initiated and will be run
concurrently with the drilling programme.
Significant achievements since the end of the quarter
As announced on 13 November 2003, two significant resource blocks were
discovered in the Eldorado Reef Package at the President Steyn complex in South
Africa. The blocks have been identified as a part of the on-going compilation
and interpretation of historical data received during 2003. The results to date
have arisen from examination of a strike length of 150 metres out of a total
area of 2.5 kilometres.
The resource consists of two blocks, totalling 740,000 tonnes with an in-situ
grade of 8.5 grammes per tonne. The blocks are situated at the top end of the
Northern section of the mine approximately two and a half kilometres from the
Steyn Three shaft.
A programme of sixteen drill holes will be undertaken to lift the indicated
resource to the measured category, prior to the commencement of mining.
It is anticipated that mining of the newly identified blocks, utilising existing
infrastructure, will commence in the first quarter of 2004 (following completion
of an operating mine plan). Once this mining commences, it is estimated that
approximately 20,000 tonnes per month will be produced from the blocks. The ore
will be treated at the Southern Section process plant in the short term.
This initial discovery covers only a small part of what is currently believed to
be a much larger ore body. It is a very encouraging start to the exploration
programme and good news to be able to commence mining from the area in the short
term, as this high grade ore will be very profitable to treat, even at the
prevailing high Rand exchange rate.
On 20 October 2003, following receipt of South African Exchange control
approval, the remaining balance of $14.4 million of the secured term loan, taken
out to finance the President Steyn acquisition was repaid.
The gold grade being achieved has recovered in the fourth quarter. The
underground fire had meant that affected areas were replaced, in the interim,
with panels at a lower grade.
Ore is now being mined from the Massives. Commencement of production in the
third quarter necessarily meant that lower grade was being recovered due to the
combination of reef and waste initially being extracted.
Operations
SOUTH AFRICA
Thistle took ownership of the President Steyn operations and management
immediately following the completion of the acquisition on 15 February 2002.
The principal operating companies in South Africa are President Steyn Gold Mines
(Free State) (Pty) Ltd (PSGM) and TMTI (Pty) Ltd., which operate the mines and
training college attached to the mine site respectively.
Health and Safety
The Group remains committed to providing a healthy working environment and has
adopted a zero tolerance approach towards unsafe acts and conditions.
The Group also believes in an extended safety, health and environment protection
principle which encompasses the broader community.
The mine achieved two significant milestones in the third quarter of 2003, with
the North Division celebrating 500,000 Fatality Free Shifts and the South
Division celebrating 1,000,000 Fatality Free Shifts
South African Results
The Group has a reasonable level of near term currency protection in place at an
average of ZAR8.34 until the end of 2003 and an average of ZAR7.40 until 31 May
2004, which is the month when the South African General Election takes place.
The strength of the Rand against the US $ has continued to impair the entire
South African mining industry
As previously announced, an underground fire occurred at the President Steyn
Complex. The fire, which started in June in the Southern Section, was more
serious than originally thought and has had a significant impact on the third
quarter results with a shortfall in gold production in the three months of 195
kg (6,269 ounces).
The impact of not losing this production would have been to reduce costs to $418
per ounce. The areas which were burning currently remain sealed, although the
gas readings have now dropped significantly. The Group plans to break the seals
very soon to investigate further but has already restarted mining in sections
around these areas. An interim payment of R 6.4 million was received from our
insurers for lost production. The total value of the claim will only become
clear once all areas have once again been accessed. All staff from the affected
areas were successfully redeployed, albeit to lower grade zones in the short
term.
3rd Quarter 4th Quarter 1st Quarter 2003 2nd Quarter 2003 3rd Quarter 2003
2002 2002
Tonnes 347,691 294,664 325,564 299,413 306,789
Hoisted
Hoisted 4.61 5.22 4.03 4.70 4.17
grade
Tonnes 320,070 310,647 332,024 364,066 308,268
milled
Recovered
grade 4.80 4.80 3.98 3.99 4.17
Plant
recovery % 95.91 96.00 95.76 94.5 94.4
Ounces Sold 48,362 51,387 37,983 45,930 41,549
US $ 314 323 352 346 363
realised
Hedge book 17 31 16 21 64
US $ 331 354 368 367 427
received
Cash costs 248 290 341 399 481
Royalty 8 8 8 0 0
Margin 75 56 19 (32) (54)
Ave gold US $314 US $323 US $352 US $346 US $362
price
Ave exch ZAR 10.41 ZAR 9.64 ZAR 8.34 ZAR7.72 ZAR7.41
rate
In addition to the fire, production was also affected during the quarter by a
difficult wage negotiation process. In contrast to many South African mines, no
industrial action occurred at the President Steyn complex and important steps
were taken to improve the relationship with the unions and to obtain their
commitment to productivity increases. Settlement was reached in August and a
significant improvement was seen in gold produced in September.
Financial
During the third quarter of 2003, the South African operations recorded a
received price, after hedging receipts, of US $427 per ounce of gold sold (US
$373 per ounce for the first nine months of 2003) compared to the average market
price over the same period of US $354. The price received includes the premium
from hedge transactions which are undertaken to implement prudent protection
against currency and gold risks, as the Group considers appropriate.
Cash operating costs for the third quarter were US $481 per ounce of production,
compared with US $399 for the second quarter, an increase of approximately 20%.
The continued strengthening of the Rand accounted for approximately a quarter of
this movement and a further 50% was due to the lower ounces produced in this
quarter, the reasons for which have been discussed above. The remaining balance
of the movement is largely due to increase in payroll costs, following the
annual review, of approximately $1.0 million in the quarter. The wage increase
settlement was in line with industry averages.
The Group continues to pursue a strategy of expanding physical production as a
means of lowering unit operating costs.
The South African government has recently proposed the introduction of a 3%
royalty to be payable on gold produced. It is recognised that most countries
charge some form of royalty on extractive industries, so South Africa is no
different in this regard. Thistle has recently bought back the royalty from PS
Gold, which was 3% of our revenue at the time of its creation, and so has
already been meeting costs equivalent to the proposed royalty. The proposed
royalty will clearly be a factor in future investment decisions. It is hoped
that the South African government will give consideration to a long-term phasing
in of the royalty and will recognise the impact on availability of funds,
including those allocated towards improving conditions in the community.
Human Resources
Satisfactory agreements have been reached with both the Solidarity Union and the
National Union of Mineworkers ("NUM") in South Africa. Part of these agreements
includes improvements in working practices to ensure improved productivity at
the mine site.
Production
A summary of production per shaft comparing the third quarter of 2003 with the
corresponding period in 2002 is as follows:
Quarter 3 2003 Quarter 3 2002
Steyn 1 Shaft
Tonnes milled tonnes 72 799 95,880
Recovered grade g/t 3.48 3.88
Gold recovered Kg 253.59 371.66
Gold recovered ounces 8,153 11,949
Steyn 2 Shaft
Tonnes milled tonnes 71,845 64,386
Recovered grade g/t 5.49 6.32
Gold recovered Kg 394.23 407.23
Gold recovered ounces 12,675 13,093
Steyn 3 Shaft
Tonnes milled tonnes 86,458 80,904
Recovered grade g/t 4.11 5.07
Gold recovered Kg 355.06 410.49
Gold recovered ounces 11,416 13,198
Steyn 7 Shaft
Tonnes milled tonnes 31,319 37,943
Recovered grade g/t 2.53 3.90
Gold recovered Kg 79.10 148.04
Gold recovered ounces 2,543 4,759
Steyn 9 Shaft
Tonnes milled tonnes 44,369 37,270
Recovered grade g/t 4.48 4.81
Gold recovered Kg 198.87 179.59
Gold recovered ounces 6,394 5,774
Summary of Results
Total shafts
Tonnes milled tonnes 306,789 316,381
Recovered grade g/t 4.17 4.79
Gold recovered Kg 1280.77 1517.02
Gold recovered ounces 41,178 48,774
Including Surface Ore
Total mine
Tonnes milled tonnes 308,268 320,770
Recovered grade g/t 4.17 4.80
Gold recovered Kg 1285.01 1540.08
Gold recovered ounces 41,314 49,515
It is the Group's policy to recognise sales when gold is delivered to the
refinery. Accordingly, delivery cut-off arising at the end of the quarter has
resulted in slightly higher ounces being recorded in the financial results than
were actually produced in the period. Gold sales for the quarter amounted to
41,549 ounces.
Improvements in efficiency have increased centares broken in the Northern
Section from the start of the year by nearly 40% from a monthly average in
quarter one of 25,215 m(2), to 32,308 m(2) in quarter two to 35,383 m2 in
quarter three.
Grades
The gold grade recovered has remained low in the third quarter at an average of
4.17g/t. This is mainly due to the underground fire resulting in the affected
areas being replaced, in the interim, with available panels which yielded lower
grades. The grade has recovered in the current quarter.
Black Empowerment
During its negotiations to acquire the President Steyn operations, Thistle
recognised that "Black Empowerment" would become a key factor in the future
development of its business interests in South Africa.
The publication of the Minerals Bill and the Mining Charter has focused the
attention of international investors on the position of mineworkers in the
community. The Charter calls for broadly based worker participation of 15% over
the next five years and a further 11% within ten years, with such transactions
to be at fair market value. It is Thistle's intention to introduce a scheme
which will ensure compliance within the five year time horizon.
The Group has embraced the concept of workforce participation and the attempt to
eradicate poverty within the country. It will be important to attract the
support of a suitable Black Empowerment group as a cornerstone investor to any
scheme. The Group has already undertaken exploratory discussions with several
interested parties. The most important Black Empowerment group to the future
success of the Group is its own workforce. The final scheme brought forward will
be available to the entire workforce following detailed negotiations with the
unions involved.
Through its ownership of the TMTI training college in Welkom and the provision
of school facilities for the community at the mine site, Thistle has
demonstrated its commitment to realising the vision of the Charter.
Development
A total of 2,783 metres were developed during the three months ended 30
September 2003, compared to an average of 2,290 metres per quarter in 2002. The
goal for the remainder of the year is to improve development broken by a minimum
of 20%, using some of the funds available from the US $24 million loan note
issue.
The focus of development is to open up the potential of the "Golden Triangle", a
new mining area with the substantial resource identified to date of 4.4 million
ounces. This area is located between Steyn 3, 7 & 9 Shafts.
In the medium term, the challenge is to develop sufficient working areas to
allow the monthly tonnage hoisted from 3 shaft to increase to 135,000 tonnes
from the present 50,000 tonnes hoisted from all the shafts in the Northern
Section. The capital expenditure to achieve this level of production is
estimated at US $7 million.
Management is also examining the cost of constructing a new milling plant and
gold processing plant at the Northern Section. This investment has been
provisionally estimated by management at US $15 million. There is the
flexibility to transport the ore to the Southern Section rather than expend
capital in the Northern Section. However, preliminary studies suggest that the
cost of a process plant would be recovered from the cost-saving of not
transporting the ore between the mine sites, within two and a half years.
Exploration
The Company has identified a new exploration target to be accessed from the
Steyn 3 shaft at the 50 level, known as the Eldorado Massives.
Commercial production commenced in June 2003 in areas containing 7 to 8 grams
per tonne in situ material.
The highlights of the verification and exploration work completed to date are as
follows:
* Several reef packages have been identified on all levels between 48
Level and 58 Level which are easily accessible for existing development.
* Drilling was suspended temporarily after the drilling contractor went
into liquidation. A new contractor was appointed and drilling has
restarted.
* A total of 21 holes have been scheduled to be drilled over the next six
months.
* Several thousand old borehole results have also been obtained and are
being evaluated in order to predict specific pay shoots within the
different reef packages. This will provide valuable historical information
to enable the optimisation of the resource to be mined. As discussed
earlier in the report, two significant resource blocks have already been
identified from this information.
* Mobilisation of pilot-scale production teams has begun. Deposits will be
exploited using semi-trackless mining methods with larger scale production
expected in the second half of 2004.
PHILIPPINES
Philippine Gold Ltd, a wholly owned subsidiary of Thistle Mining Inc, operates
in the Philippines through a local subsidiary, Filminera Resources Corporation
("Filminera"). The principal assets of Filminera are the gold deposits of the
Masbate Project, located to the South-East of Manila on the island of Masbate.
The rise in the US $ gold price has significantly altered the Masbate Project
economics and we are now commencing the next phase in the development of the
project.
During the latter part of 2002, the Company undertook exploration and
development drilling in the proposed Colorado, Grand View and Montana resource
areas, which may be exploited by low-cost open-pit mining. The results of this
drilling identified an overall 10% increase in the amount of contained gold as
well as locating at least one additional ore zone within the Colorado resource
area.
Following the successful US $24 million loan note issue in July 2003, drilling
has re-commenced to complete a further 5,700 metres, predominantly on the Main
Vein and Holy Moses/Basalt resource areas. It is estimated that the results of
this drilling will have been analysed and be available for announcement early in
the first quarter of 2004. Included within the drilling programme is 1,800
metres of drilling to allow for resource definition-related requirements of the
feasibility study, such as geo-technical, geological and pit optimisation work.
A bankable feasibility study has also been initiated and will be run
concurrently with the drilling programme. The first phase of the bankable
feasibility study is expected to be completed in mid 2004.
The Board may consider a partial flotation of Philippine Gold Ltd following
completion of the drilling programme, subject to market conditions, to secure
the working capital required to further develop the inherent value of the
project. In particular, the ability to develop the Masbate asset using equity
rather than debt would allow the mine to operate on an un-hedged basis.
EURASIA GOLD CORP ("EURASIA")
As at 30 September 2003 Thistle Mining Inc owned 52.9% of the equity of Eurasia
and has not traded in their shares during the period under discussion.
Subsequent to 30 September 2003 a subsidiary of Thistle Mining Inc, Compagnie
Internationale de Developpement Minier, purchased an additional 5.72 million
shares in Eurasia, taking the Group's total equity holding to 57.7 %.
Operations Report
The Company maintains production in line with budget and has commenced mine site
and leach pad preparation for the winter months. The policy of only conducting
mining operations during the winter months if the weather conditions are
favourable continues.
A record production of 8,596 ounces of gold was precipitated during the third
quarter of 2003, compared to 7,328 ounces in the 2nd quarter. In comparison, the
production of gold precipitated during the 3rd quarter of last year was 8,134
ounces.
387,589 tonnes of ore were placed on the leach pads in the 3rd quarter of this
year, compared to
354,670 tonnes in the 2nd quarter of 2003 and 358,107 tonnes in the 3rd quarter
of 2002.
Inventory of gold at 30 September 2003 and at the end of 2002 is as follows:
Inventory items 30 September 2003 31 December 2002
Recoverable gold to pad ounces 9,582 7,671
Gold on resin ounces 1,200 2,126
Gold at resin plant ounces 1,160 770
Gold at refinery (for sale) ounces 1,263 1,247
Total inventory ounces 13,205 11,814
It is important to recognise that the estimated amount of gold on inventory can
be subject to a significant margin of error.
Andas-Altyn LLP mine quarterly production for the combined mine sites:
Quarterly 3rd quarter 2nd quarter 1st quarter 9months
Operating
Indices 2003
Waste tonnes 1,434,696 1,326,903 668,891 3,430,490
Ore to pad tonnes 387,589 354,670 110,988 853,247
Gold grade in
ore to Av. g/t 1.24 1.32 1.31 1.25
pad
Gold in ore to ounces 14,682 15,002 4,665 34,349
pad
Recoverable gold ounces 8,807 9,001 2,801 20,609
to pad
Gold ounces 8,596 7,328 2,774 18,698
precipitated
Andas-Altyn LLP is the 100% owned company carrying out operations on behalf of
Eurasia Gold Corp in Kazakhstan.
Gold Sales
The Board is continuing with its chosen strategy of running the Company on an
un-hedged basis.
Gold sales for the first nine months of 2003 amounted to 17,778 ounces compared
to 14,175 ounces in 2002 for the same period.
Management's Discussion and Analysis
For the nine months ended 30 September 2003
This Management's Discussion and Analysis ("MD&A") updates the 2002 Annual
Report MD&A in terms of any significant changes in Thistle Mining's business and
analyses the results of its operations for the nine months ended 30 September
2003.
All references are to United States dollars except where otherwise indicated.
Financial Review
Financial Highlights
(in thousands of US dollars) Nine months Nine months
2003 2002
Turnover 55,670 41,891
Gross (loss)/ profit (4,836) 8,618
Operating (loss)/profit (10,783) 4,090
Retained loss (14,094) (1,252)
Cash flow from operating activities (19,532) 5,278
Net assets 18,213 27,513
The Group recorded a gross loss of $4.8 million during the nine months compared
to a gross profit of $8.6 million in the corresponding period of 2002. After
accounting for general and administrative expenses and other operating expenses,
the Group reported an operating loss of $10.8 million compared to a profit of
$4.1 million in the previous year. The total retained loss for the first nine
months of the year was $14.1 million, or 6 cents per share, compared to $1.3
million, or 1 cent per share in 2002. As discussed earlier in this Report, the
Rand continued to strengthen in the third quarter of 2003 and this, together
with the production difficulties experienced in South Africa, has had a very
significant impact on the financial results of the Group.
South African Operations
The Group acquired the President Steyn complex ("PSGM") on 15 February 2002 and
the contribution to the Group results from the South African operations
commenced on that date.
The South African sub-group cash EBITDA (i.e. earnings before interest, taxes,
depreciation and amortisation and foreign exchange losses on translation) in the
first nine months of 2003 was an outflow of $2.2 million, of which $1.9 million
occurred in the third quarter of the year. After depreciation and amortisation
of $3.7 million and foreign exchange losses on translation of $2.3 million, an
operating loss of $8.2 million was recorded for the nine months.
Included in turnover for the nine months is $1.5 million actual cash profit
derived from the Group's hedge contracts over the period. In addition, as
announced on 1 April and 7 May 2003, the Group restructured its hedge programme
in two stages to realise a total cash surplus of $21.4 million before tax. In
accordance with UK accounting principles, this amount is being treated as
deferred income to be released to the income statement over the time period
covered by the original hedge contracts. Approximately $2.8 million of this
deferred income has been recognized in the income statement within turnover in
the nine months results.
Cost of sales for the first nine months of the year includes $0.3 million in
respect of a royalty of $8 per ounce of gold produced payable to the vendors of
PSGM from the date of acquisition until January 2007. On 1 April 2003, the Group
acquired the company owning the royalty and this acquisition has been included
in the results of the Group with effect from that date. Accordingly, this
royalty ceased to be a cost to the Group. Also included as a reduction to cost
of sales is a $0.9 million interim receipt in respect of the insurance claim for
the recent fire at the complex.
Administrative and Other Operating Expenses
Administration costs were broadly equivalent to the comparative period at $3.5
million for the nine months.
Other operating expenses include advisory fees of $0.2 million towards
developing a suitable Black Empowerment scheme and unrealised foreign exchange
losses of $2.3 million.
Interest Payable and Similar Charges
The increase in interest and other financial charges of $1.6 million, compared
to the first nine months of 2002, includes an increase in interest expense of
$0.2 million which reflects the level of borrowing raised for the PSGM
acquisition. It also includes a foreign exchange loss of $1.7 million arising
from cash flow management operations in a strengthening currency and an increase
of $0.1 million in amortisation of deferred financing costs incurred in raising
debt finance for the Group.
Taxation
There is a current tax charge of $5.6 million in the first nine months, almost
entirely arising from the Rand denominated profit of the PSGM mining operations
which, for tax purposes, has to include the full amount of the hedge close out
proceeds of $21.4 million. As explained above, the Group is classifying this
profit as deferred income and releasing it to income over the period of the
original hedge contracts. Therefore, a corresponding deferred tax asset
representing the full tax charge attributable to the $21.4 million hedge
receipts has been established, primarily resulting in the deferred tax credit of
$7.0 million for the nine months. This asset will be released to income over the
same period as the deferred income, thereby matching the tax charge arising from
the revenue credits.
Net Assets
The decrease in the Group net assets of $2.4 million between 31 December 2002
and 30 September 2003 reflects the retained loss incurred over the period less
the acquisition of PS Gold. The large decrease in provisions for liabilities and
charges arises from the deferred tax asset discussed above, which is set against
liabilities.
Cash Flows
There was a Group cash outflow from operating activities (cash operating profit,
adjusted for movements in current assets and liabilities) of $19.5 million for
the nine month period against a cash inflow of $5.3 million for the same period
in 2002. $3.5 million of cash flow was invested in capital expenditure at the
mines and the Group completed the PS Gold acquisition for $10.7 million cash.
The most significant financing activities were the placing of $24 million 10%
convertible loan notes and the issue of $9.4 million of shares for cash.
Liquidity and Capital Resources
At 30 September 2003 the Group's net debt was just over $40.5 million, analysed
as follows:
$ million
Cash and cash equivalents 7.5
Debt due within one year
Term loan (repaid in fourth quarter) (14.4)
Other debt (4.7)
10% convertible loan notes (24.0)
Other debt due after one year (7.5)
Debt issue cost 2.5
TOTAL (40.6)
The Group had approximately $1.8 million of undrawn bank facilities as at 30
September 2003.
The $14.4 million proceeds received from the second part of the hedge
restructure (which has been recorded within debtors on the 30 September balance
sheet) was used, following receipt of South Africa Exchange Control approval, on
20 October 2003, to repay the remaining balance of $14.4 million on the secured
term loan.
The liquidity position of the Group was improved significantly by the issue, on
16 July 2003, of $24 million 10% convertible loan notes (net proceeds
approximately $22.3 million). These notes are repayable in July 2008 and are
convertible, at the option of the holder, at a rate of 2,075 common shares of
Thistle for every $1,000 nominal value of the notes. $8.1 million of the
proceeds were used to repay bank indebtedness during the third quarter.
The Company issued shares for a total consideration of $11.7 million during the
first nine months of 2003 which were applied for the following purposes:
$ million
Issued for cash 9.4
Debt conversion 2.3
TOTAL 11.7
The principal issue of shares in the nine months period was through the
completion, on 13 January 2003, of a private placement of 19.2 million shares in
the Company for gross proceeds of $7.4 million (Cdn $11.5 million), net US $6.7
million.
The Company had 241,775,977 shares issued and outstanding as at 28 November
2003.
Hedging Programme
As a part of its facilities with Standard Bank, the Company had entered into a
hedge programme to protect its South African revenue stream. The Company does
not speculate on the gold price using its hedge position. It is designed to
reduce the risks to the Company's revenues and operating profits and the Board
monitors the position on a regular basis. All hedging facilities have been
undertaken without any need for the group to provide margin.
None of the gold available from the Philippines deposit is committed to a
hedging programme and Eurasia Gold Corp. is a completely un-hedged producer.
Details of the hedge programme in place as at 30 September 2003, are as follows:
2003 2004 2005 2006 2007 Total
USD Gold put
options
Forward sales 3 12 12 12 - 39
contracts
Total ounces 8,676 10,065 5,592 18,666 - 42,999
Average price (US $/ $290 $290 $290 $290 - $290
oz)
Contingent forward
gold sales
Forward sales - - - - 8 8
contracts
Total ounces - - - - 101,520 101,520
Average price (US $/ - - - - $315 $315
oz)
Forward gold sales
Forward sales 3 12 12 12 - 39
contracts
Total ounces 34,074 142,362 151,944 152,400 - 480,780
Average price (US $/ $330 $330 $310 $310 - $317
oz)
Forward Rand
purchases
Forward sales 3 3 - - - 6
contracts
Total USD (000's) 11,438 11,494 - - - 22,932
Average price (Rand / R 8.44 R7.65 - - - R 8.04
US $)
The Group's efforts are now focused on increasing overall production so that the
amount of gold committed to the forward sales programme becomes a lesser part of
the total gold sales.
Consolidated Balance Sheet
Thousands of US dollars, unaudited 30 September 31 December
2003 2002
Fixed assets
Tangible assets $ 74,763 $ 68,261
Investments 2,698 2,483
77,461 70,744
Current assets
Stocks 7,889 4,708
Debtors 20,669 3,979
Investments 45 45
Cash at bank and in hand 7,482 2,106
36,085 10,838
Creditors: Amounts falling due within
one year (49,564) (28,718)
Net current liabilities (13,479) (17,880)
Total assets less current liabilities 63,982 52,864
Creditors: Amounts falling due after more than
one year
(including convertible debt) (43,739) (22,875)
Provisions for liabilities and charges (2,030) (9,351)
Net assets 18,213 20,638
Capital and reserves
Share capital 87,378 75,715
Profit and (loss) account (70,373) (56,333)
Equity shareholders' funds 17,005 19,382
Minority interests 1,208 1,256
$ 18,213 $ 20,638
Consolidated Profit And Loss Account
Three months ended Nine months ended
Thousands of US dollars, unaudited 30 September 30 September
2003 2002 2003 2002
Turnover 20,845 18,403 55,670 41,891
Cost of sales (23,598) (15,487) (60,506) (33,273)
Gross (loss)/ profit (2,753) 2,916 (4,836) 8,618
General and administrative
expenses (1,400) (1,200) (3,486) (3,517)
Other operating expenses (1,279) (1,011) (2,461) (1,011)
Total operating (loss)/ profit (5,432) 705 (10,783) 4,090
Write-down of investments - (468) (8) (468)
Interest receivable and similar
income 37 100 201 203
Interest payable and similar
charges (1,786) (1,490) (4,881) (3,252)
(Loss)/profit on ordinary
activities before taxation (7,181) (1,153) (15,471) 573
Tax on ordinary activities 1,311 415 1,329 (1,996)
Loss on ordinary activities after
taxation (5,870) (738) (14,142) (1,423)
Equity minority interests (79) (2) 48 171
Retained (loss)/profit for the
period (5,949) (740) (14,094) (1,252)
Loss per common share for the
period (0.03) 0.00 (0.06) (0.01)
Consolidated Cash Flow Statement
Three months ended Nine months ended
30 September 30 September
(Thousands of US dollars,
unaudited) 2003 2002 2003 2002
Cash flow from operating
activities (7,951) 2,144 (19,532) 5,278
Returns on investments and
servicing of finance (634) (1,617) (1,991) (2,777)
Capital expenditure and financial
investment (1,295) (396) (3,461) (2,876)
Acquisitions - - (10,673) (34,293)
Pre-acquisition dividend paid - - - (2,529)
Cash inflow/(outflow) before
financing (9,880) 131 (35,657) (37,197)
Financing 14,694 (1,304) 40,085 37,562
Increase/(decrease) in cash in the
period 4,814 (1,173) 4,428 365
Reconciliation of net cash flow to
movement in net debt
Increase/(decrease) in cash in the
period 4,814 (1,173) 4,428 365
Cash inflow from increased debt (14,148) 3,599 (16,863) (27,725)
Cash outflow to short term
investments - 26 - 368
Conversion of debt to common
shares 472 375 2,236 2,875
Cash acquired with subsidiaries - - 948 -
Translation differences (208) (369) (1,148) (372)
Other non-cash movements (346) - (978) 3,043
Movement in net debt in the period (9,416) 2,458 (11,377) (21,446)
Net debt at the start of the
period (31,214) (32,399) (29,253) (8,495)
Net debt at the end of the period (40,630) (29,941) (40,630) (29,941)
Notes
(Forming part of the financial statements)
(In thousands of US dollars unless specified, unaudited)
1 Significant accounting policies
The Company prepares its financial statements in accordance with United Kingdom
generally accepted accounting principles ("UK GAAP") and under historical cost
accounting rules.
These unaudited interim consolidated financial statements ("the statements")
include the financial statements of the Company and its subsidiary undertakings.
These statements do not include all disclosures required for annual financial
statements, and accordingly, should be read in conjunction with the Company's
most recent annual consolidated financial statements. These statements follow
the same accounting policies and methods of application used in the Company's
audited consolidated financial statements as at the year ended 31 December 2002.
2 Share capital
a) Authorised
Unlimited common shares without par value
Unlimited Class "A" preference shares
b) Issued
Common shares
Number of Amount
shares
1 January 2003 199,275,987 75,715
Private placement 19,166,667 6,735
Exercise of warrants 2,630,872 650
Conversions of loans 1,068,093 270
Retirement of debt 3,761,183 1,452
Exercise of employee options 50,000 12
Balance 31 March 2003 225,952,802 84,834
Exercise of warrants 4,875,000 857
Conversions of loans 293,080 52
Balance 30 June 2003 231,120,882 85,743
Exercise of warrants 6,800,000 1,163
Conversions of loans 2,561,374 472
Balance 30 September 2003 240,482,256 87,378
On 13 January 2003, the Company issued 19.17 million units consisting of one
share and 1/2 share purchase warrant, under a private placement for gross cash
consideration of $7.4 million (Cdn $11.5 million), net $6,735,000. Each full
warrant entitles the holder to purchase one share at the price of Cdn $0.70
until 9 January 2004.
On various dates in the first quarter of 2003, 2,630,872 warrants were exercised
for 2,630,872 shares of the Company for a net cash consideration of $650,000.
On various dates in the first quarter of 2003, holders of loan notes converted
the outstanding amount of $270,000 for 1,068,093 shares of the Company.
On 28 February 2003, Standard Bank converted the amount and interest owing under
the overdraft facility of $1,452,000 into 3,761,183 shares of the Company.
On 27 March 2003, a holder of employee options converted 50,000 options into
50,000 shares of the Company for a recorded value of $12,000.
On various dates in the second quarter of 2003, 4,875,000 warrants were
exercised for 4,875,000 shares of the Company for a net cash consideration of
$857,000.
On various dates in the second quarter of 2003, holders of loan notes converted
the outstanding amount of $52,000 for 293,080 shares of the Company.
On various dates in the third quarter of 2003, 6,800,000 warrants were exercised
for 6,800,000 shares of the Company for a net cash consideration of $1,163,000.
Likewise, in the same period, holders of loan notes converted the outstanding
amount of $472,000 for 2,561,374 shares of the Company.
3 Reconciliation to Canadian GAAP
Under Canadian GAAP, the 1999 acquisition of CIDEM was accounted for as a
reverse takeover in accordance with EIC10. As a result, a purchase price
discrepancy of $2.0 million arising on the reverse takeover was allocated to the
Kazakhstan gold properties.
Under Canadian GAAP, the purchase price discrepancy of $21.5 million arising on
the 2002 acquisition of PSGM and the $2.0 million arising on the purchase of the
Kazakhstan gold properties, as noted above, are regarded as temporary
differences under EIC99 and tax-effected. These amounts, net of respective tax
effects are being amortised over the life of the assets to which they relate.
In 2002 and 2003, the Company issued convertible loan notes. Under HB 3860,
Canadian GAAP requires that the issuer of a convertible loan note should
classify the value into its component parts as to a liability and equity portion
in accordance with the substance of the contractual arrangement.
In addition, in 2002 the Company entered into a number of transactions to hedge
its exposure to the price of gold and the South African Rand. Certain of these
transactions do not qualify as hedges under Canadian GAAP and have been marked
to market as at 30 September 2003.
The application of Canadian GAAP would result in a (decrease) increase in
shareholders funds of $(38,576) at 30 September 2003 (2002 -$1,221) attributable
to tangible assets $21,300 (2002 - $23,348), increase in liabilities of $40,866
(2002 - nil) and deferred tax liability of $19,010 (2002 - $22,127).
The application of Canadian GAAP would have impacted the Company's reported
results for the third quarter ended 30 September 2003 and 2002 as follows:
Three months ended Nine months ended
30 September 30 September
(in thousands of US dollars,
Unaudited) 2003 2002 2003 2002
Net income/(loss) under UK GAAP (5,949) (740) (14,094) (1,252)
Impact on net loss of Canadian GAAP
adjustments:
Depreciation and write-down of
assets (556) (657) (1,667) (1,635)
Incremental interest charge re
convertible loan notes (72) - (350) -
Mark to market on gold contracts not
regarded as hedges (21,889) (2,599) (10,643) (3,488)
Tax effect on above 743 568 1,981 1,365
Net profit/(loss) under Canadian
GAAP (27,723) (3,428) (24,773) (5,010)
Net profit/(loss) per share based on
Canadian GAAP, for the period (0.12) (0.02) (0.11) (0.02)
Corporate Information
Head Office Group Finance Graham Bevan Legal Counsel
Director
Richmond Adelaide John Brown Vice-President Fogler Rubinoff
Center Technical
120 Adelaide Edinburgh, & Mining Operations Toronto, Ontario
Street West Scotland
Suite 2215
Toronto, ON Manaf Alhajeri Harvey McKenzie Dickson Minto
Canada
M5H 1T1 Kuwait City, Chief Financial Edinburgh, Scotland
Kuwait Officer
Tel: +1 416 594
3293
Fax: +1 416 594 David Beatty, Grant Sawiak Werksmans
6462 O.B.E.
Toronto, Canada Corporate Secretary Johannesburg, South
Africa
UK Branch
Office
10 Dundas Simon Ingall Listing Auditors
Street
Edinburgh, Castle Douglas, Toronto Stock KPMG Audit Plc
Scotland Scotland Exchange
EH3 6HZ Symbol THT London, United
Kingdom
Tel: +44 131 557 Abeer Nasser Alternative
6222 Al-Shubaiki Investment Market
Fax: +44 131 557 Kuwait City, London, Symbol TMG Nominated Advisors
6333 Kuwait
Grant Thornton
Corporate Finance
Corporate Adrian Sykes Registrar & Transfer London, United
Structure Agent Kingdom
and Management Colchester, CIBC Mellon Trust
England Company
Toronto, Ontario Bankers
Directors Steven Sharpe Royal Bank of Canada
Chairman of the London, England CIBC Mellon Trust Toronto, Ontario
Board Company
The Right London, United
Honourable Kingdom
Lord Lang of Officers Toronto, Ontario Standard Bank London
Monkton Ltd
Ayrshire, William McLucas London, United
Scotland Kingdom
President &
C.E.O.
President & CEO Standard Corporate and
Merchant
William McLucas John Brown Bank, Johannesburg,
South Africa
Edinburgh, Group Finance
Scotland Director
Financial Information
Attached are Thistle Mining Inc.'s unaudited Consolidated Financial Statements
for the nine months ended 30 September 2003. The statements are presented in
accordance with UK GAAP.
For further information, please contact:
Harvey McKenzie
Chief Financial Officer
120 Adelaide Street West, Suite 2215
Toronto, Ontario M5H 1T1
Tel: +1 416 594 3293
Fax: +1 416 594 6462
Email: Harvey.mckenzie@thistlemining.com
Willie McLucas Tim Brebner
President & CEO Financial Director - South
Africa.
Tel: + 44 131 557 6222 Tel: + 27 57 391 9026
Fax: + 44 131 557 6333 Fax: + 27 57 391 9118
Email: William.mclucas@thistlemining.com Email: tbrebner@disselgroup.com
Cautionary Note
Some of the statements contained in this Quarterly Report are forward-looking
statements, such as estimates that describe the Company's future plans,
objectives or goals, including words to the effect that the Company or
management expects a stated condition or result to occur. Since forward-looking
statements address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results relating to, among
other things, reserves, resources, results of exploration, capital costs and
mine production costs could differ materially from those currently anticipated
in such statements by reason of factors such as the productivity of the
Company's mining properties, changes in general economic conditions in the
financial markets, changes in demand and prices for the minerals the Company
produces, litigation, legislative, environmental and other judicial, regulatory,
political and competitive developments in domestic and foreign areas in which
the Company operates, technological and operational difficulties encountered in
connection with the Company's mining activities, labour relations matters and
costs, and matters discussed under "Management's Discussion and Analysis".
Throughout this report, all amounts are in United States currency unless
specified.
This information is provided by RNS
The company news service from the London Stock Exchange
END
QRTUUGUAPUPWGGP
