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
[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 RESOURCES LIMITED
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(Exact name of Registrant as specified in its charter
and translation of Registrant's name into English)
JERSEY, CHANNEL ISLANDS
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(Jurisdiction of incorporation or organization)
LA MOTTE CHAMBERS, LA MOTTE STREET, ST. HELIER, JERSEY JE1 1BJ, CHANNEL ISLANDS
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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, U.S. Dollar ten cent par value per share
--------------------------------------------------------------------------------
(Title of Class)
American Depositary Shares
--------------------------------------------------------------------------------
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
None
--------------------------------------------------------------------------------
(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 27,663,740 ordinary
shares, par value $0.10 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. [X] Yes [ ] No
Indicate by check mark which financial statement item the registrant has
elected to follow. [ ] Item 17 [X] Item 18
(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 of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.[ ] Yes [ ] No
TABLE OF CONTENTS
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INDEX PAGE NO.
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GLOSSARY OF MINING TECHNICAL TERMS..........................................................................ii
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....................................................................16
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS..................................................64
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES....................................................83
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS.............................................91
ITEM 8. FINANCIAL INFORMATION.........................................................................95
ITEM 9. THE OFFER AND LISTING.........................................................................95
ITEM 10. ADDITIONAL INFORMATION........................................................................97
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...................................113
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.......................................118
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES..............................................118
ITEM 14. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS..................118
ITEM 15. CONTROLS AND PROCEDURES......................................................................119
ITEM 16. RESERVED ....................................................................................120
ITEM 17. FINANCIAL STATEMENTS.........................................................................120
ITEM 18. FINANCIAL STATEMENTS.........................................................................121
ITEM 19. EXHIBITS ....................................................................................122
i
GLOSSARY OF MINING TECHNICAL TERMS
The following explanations are not intended as technical definitions,
but rather are intended to assist the reader in understanding some of the terms
as used in this Annual Report.
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.
Breccia/brecciation: A rock type formed from recrystalized fragments of other rocks.
Brownfield: A previously explored area in close proximity to a mine, no reserve or resource.
Carbonate: A mineral typically found in quartz veins and as a product of hydrothermal
alteration 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.
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 process 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 electrowinning onto steel wool cathodes or by a similar
process.
ii
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 orebodies, 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.
Electrowinning: Chemical and electrical process of recovering gold after elution.
Elution: Chemical process of extracting 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.
iii
Fold: A flexure in the rocks.
Foliation: Parallel orientation of flatly aligned layers of minerals or mineral banding in
rocks.
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
Inliers: solidified at or near the surface.
In situ: An area of older rocks completely surrounded by younger rocks.
iv
Intrusive: In place or within unbroken rock or still in the ground.
Landsat: A rock produced by the emplacement and subsequent solidification of hot magma in
pre-existing rock.
Leaching: Photographs of the Earth's surface taken from satellite.
Lower proterozoic: Dissolution of gold from the crushed and milled material, including reclaimed
slime, for absorption and concentration on to the activated carbon.
Measures: Era of geological time between 2.5 billion and 1.8 billion years before the
present.
Conversion factors from metric units to U.S.
units are provided below:
Metric Unit U.S. Equivalent
--------------------------------------- -------------------------
1 tonne = 1 t = 1.10231 tons
1 gram = 1 g = 0.03215 ounces
1 gram per tonne = 1 g/t = 0.02917 ounces per ton
1 kilogram per tonne = 1 kg/t = 29.16642 ounces per ton
1 kilometer = 1km = 0.621371 miles
1 meter = 1m = 3.28084 feet
1 centimeter = 1cm = 0.3937 inches
1 millimeter = 1mm = 0.03937 inches
1 square kilometer = 1 sq km = 0.3861 miles
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.
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.
v
Mineralized material: A mineralized body which has been delineated by appropriately spaced drilling
and/or underground sampling to support a sufficient tonnage and average grade of
metals to warrant further exploration. A deposit of mineralized material does
not qualify as a reserve until a comprehensive evaluation based upon unit cost,
grade, recoveries, and other material factors conclude legal and 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, which equals 31.1035 grams.
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 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 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.
vi
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.
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 reserve determination.
Reverse circulation (RC) drilling: A drilling method.
Rotary air blast (RAB) 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 upward 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.
vii
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.
Sulphidation: Impregnation of the rock with sulphides during hydrothermal alteration.
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 refinery costs, general and administrative costs,
movement in production inventories and ore stockpiles, transfers to and from
deferred stripping and royalties.
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: Rock mined with an insufficient gold content to justify processing.
Weathered: Rock broken down by erosion.
viii
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 Item 3. Key Information -
D. 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.
Randgold Resources is a company incorporated under the laws of Jersey,
Channel Islands with the majority of our operations located in West Africa. Our
books of account are maintained in U.S. dollars and our annual and interim
financial statements are prepared on a historical cost basis in accordance with
international accounting standards, or IAS. IAS differs in significant respects
from generally accepted accounting principles in the United States, or U.S.
GAAP. This Annual Report includes a discussion of the relevant differences
between IAS and U.S. GAAP, and Note 25 to our consolidated financial statements
included in this Annual Report sets forth a reconciliation from IAS to U.S. GAAP
of net income and shareholders' equity. We have also included in this Annual
Report the audited financial information for the years ended December 31, 2002
and 2001 of Societe des Mines de Morila SA, or Morila SA. On October 25, 1999,
we approved a change in our fiscal year from March 31 to December 31.
Accordingly, the financial statements for the period in which the change in
fiscal year became effective cover a nine month period from April 1, 1999
through December 31, 1999. The financial information included in this Annual
Report has been prepared in accordance with IAS, and except where otherwise
indicated, is presented in U.S. dollars. For a definition of cash costs, please
see Item 3. Key Information -- A. Selected Financial Data.
Unless the context otherwise requires, "us", "we", "our", or words of
similar import, refer to Randgold Resources Limited and its subsidiaries and
affiliated companies. On December 31, 2002, we owned 50% of Morila Limited,
which owned 80% of Societe des Mines de Morila SA, or Morila SA, which is the
owner of the Morila mine.
PART 1
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 historical consolidated financial data have been
derived from the more detailed information and financial statements, including
our audited consolidated financial statements for the years ended December 31,
2002, 2001 and 2000 and as at December 31, 2002 and 2001 which appear elsewhere
in this Annual Report. The historical consolidated financial data for the nine
month period ended December 31, 1999 and the year ended March 31, 1999 and as at
March 31, 1999 and December
1
31, 2000 and 1999 have been derived from our audited consolidated financial
statements not included in this Annual Report.
The financial data have been prepared in accordance with IAS, unless
otherwise noted. In Note 25 to our audited consolidated financial statements, we
present the principal differences between IAS and U.S. GAAP and a reconciliation
of our net income and shareholders' equity to U.S. GAAP.
NINE MONTHS
YEAR ENDED YEAR ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MARCH 31,
2002 2001 2000 1999 1999
-------------- -------------- --------------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AND PER OUNCE DATA)
STATEMENT OF OPERATIONS DATA:
amounts in accordance with IAS
TOTAL REVENUES............................ $134,651 $87,507 $201,385 $37,663 $51,351
SELECTED ITEMS INCLUDED WITHIN TOTAL REVENUES
-------------- -------------- --------------- -------------- --------------
Product sales............................. 131,440 84,154 63,781 34,872 49,414
Interest income........................... 225 2,293 2,167 64 287
Profit related to sale of half the interest
Other income 2,986 1,060 10,458 2,727 1,650
-------------- -------------- --------------- -------------- --------------
TOTAL COSTS............................... 69,143 70,278 178,282 120,561 88,946
SELECTED ITEMS INCLUDED WITHIN TOTAL
COSTS
-------------- -------------- --------------- -------------- --------------
Cash operating costs...................... 22,234 46,354 58,178 42,069 46,573
Royalties................................. 9,185 5,801 3,718 2,028 2,945
-------------- -------------- --------------- -------------- --------------
Total cash costs.......................... 31,419 52,155 61,896 44,097 49,518
Interest expense.......................... 3,686 4,067 14,874 2,764 3,833
Depreciation and amortization............. 8,765 7,097 12,208 17,081 19,805
Exploration and corporate expenditure..... 16,686 9,187 10,731 5,621 12,576
Impairment................................ - - 74,606 45,007 -
Loss/(gain) on financial instruments...... 346 (7,424) (3,602) 4,569 -
Other expenses............................ 8,241 5,196 7,569 1,422 3,214
-------------- -------------- --------------- -------------- --------------
Income/(loss) from operations before income
tax and minority interest.............. 65,508 17,229 23,103 (82,898) (37,595)
Income tax expense........................ - (126) (363) (256) (371)
Profit/(loss) before minority interest 65,508 17,103 22,740 (83,154) (37,966)
Minority interest......................... 220 656 1,621 4,984 3,771
Net income/(loss)......................... 65,728 17,759 24,361 (78,170) (34,195)
Basic earnings/(loss) per share ($)....... 2.61 0.58 0.74 (2.36) (1.41)
Fully diluted earnings per share ($)...... 2.59 0.57 0.73 - -
Amounts in accordance with U.S. GAAP (2)
Revenue from product sales................ - 16,723 48,613 - -
Loss from operations before joint venture. (31,081) (16,705) (15,179) - -
Equity income of Morila joint venture..... 90,522 32,482 7,908 - -
Net income................................ 59,661 16,434 24,323 - -
Basic earnings per share ($).............. 2.37 0.54 0.74 - -
Fully diluted earnings per share ($)...... 2.35 0.53 0.73 - -
OTHER FINANCIAL DATA
Amounts in accordance with IAS
Net assets................................ 118,985 30,497 96,844 69,500 147,662
Number of shares outstanding.............. 27,663,740 22,461,630 33,076,629 33,056,416 33,052,965
Capital stock (excluding long-term debt and
Dividends declared........................ - - - - -
Total cash costs ($ per ounce) (1)........ 74 153 260 348 274
2
AT DECEMBER AT DECEMBER AT DECEMBER AT DECEMBER AT MARCH
31, 2002 31, 2001 31, 2000 31, 1999 31, 1999
-------------- -------------- --------------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE AND PER OUNCE DATA)
BALANCE SHEET
AMOUNTS IN ACCORDANCE WITH IAS
Cash and equivalents...................... $59,631 $6,683 $63,505 $4,313 $3,751
Restricted cash........................... 4,526 4,474 - - -
Receivables............................... 14,262 16,558 26,769 18,073 18,000
Inventories............................... 11,601 9,743 10,534 25,585 32,514
-------------- -------------- --------------- -------------- --------------
Total current assets...................... 90,020 37,458 100,808 47,971 54,265
Property, plant and equipment, net........ 76,436 79,737 77,295 137,166 127,126
Other long-term assets.................... 7,402 2,359 368 483 14,739
-------------- -------------- --------------- -------------- --------------
Total assets.............................. $173,858 $119,554 $178,471 $185,620 $196,130
-------------- -------------- --------------- -------------- --------------
Bank overdraft............................ $1,170 $1,708 $1,867 $7,995 $3,336
Current portion of long-term liabilities.. 9,726 11,224 12,200 55,956 5,000
Accounts payable & accrued liabilities.... 10,838 10,851 16,092 21,046 11,430
-------------- -------------- --------------- -------------- --------------
Total current liabilities................. 21,734 23,783 30,159 84,997 19,766
Provision for environmental rehabilitation 4,972 4,340 3,616 1,713 1,508
Liabilities on financial instruments...... 7,530 2,452 1,465 7,969 -
Long-term loans........................... 19,307 57,147 44,071 15,741 20,741
Loans from minority shareholders in
subsidiaries, net...................... 1,330 1,335 2,316 5,700 6,453
-------------- -------------- --------------- -------------- --------------
Total long-term liabilities............... 33,139 65,274 51,468 31,123 28,702
-------------- -------------- --------------- -------------- --------------
Total liabilities......................... 54,873 89,057 81,627 116,120 48,486
-------------- -------------- --------------- -------------- --------------
Share capital............................. 2,766 2,246 3,307 3,305 3,305
Additional paid-in capital................ 190,618 161,830 240,742 240,664 240,656
Accumulated losses........................ (66,106) (131,834) (149,593) (174,469) (96,299)
Other reserves............................ (8,293) (1,745) 2,388 - -
-------------- -------------- --------------- -------------- --------------
Shareholders' equity...................... 118,985 30,497 96,844 69,500 147,662
-------------- -------------- --------------- -------------- --------------
Total liabilities and shareholders'
equity................................. $173,858 $119,554 $178,471 $185,620 $196,130
-------------- -------------- --------------- -------------- --------------
ACCOUNTS IN ACCORDANCE WITH U.S. GAAP (2):
Total assets.............................. 136,789 78,107 132,587 - -
Long-term debt............................ 3,999 30,727 10,727 - -
Shareholders' equity...................... 118,771 30,359 93,903 - -
3
The following table lists the components of cash costs for each of the periods
set forth below:
NINE MONTHS
YEAR ENDED YEAR ENDED YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, MARCH 31,
COSTS 2002 % 2001 % 2000 % 1999 % 1999 %
---------------------- ------------ --- ------------ --- ------------ --- ------------ --- ---------- ---
Production .......... 22,706 72 37,349 72 43,823 71 37,771 86 43,503 88
General and
administration....... 4,128 13 11,262 22 9,332 15 5,617 13 8,293 17
Gold refining........ 588 2 547 1 237 0 193 0 337 1
Royalties............ 9,185 29 5,801 11 3,718 6 2,028 5 2,945 6
Stockpiles and
production
inventory............ (145) - (813) (2) 5,153 8 6,417 15 (2,316) (5)
Deferred Stripping... (5,043) (16) (1,991) (4) (367) (1) (7,929) (18) (3,244) (7)
------- ---- ------- --- ----- --- ------- ---- ------- ---
Total cash costs..... 31,419 100 52,155 100 61,896 100 44,097 100 49,518 100
1. 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. The transfer to and from
deferred stripping is calculated based on the actual historical waste
stripping costs, as applied to a life of mine estimated stripping
ratio. The costs of waste stripping in excess of the life of mine
estimated stripping ratio, are deferred, and charged to production, at
the average historical cost of mining the deferred waste, when the
actual stripping ratio is below the life of mine stripping ratio. The
net effect is to include a proportional share of total estimated
stripping costs for the life of the mine, based on the current period
ore mined. 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 other IAS or
U.S. GAAP measures or 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 an indication of a
company's profitability and efficiency, the trends in costs as the
company's operations mature, 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 a benchmark of performance to allow for comparison against
other companies.
2. Under IAS, we account for our interest in Morila Limited using the
proportionate consolidation method, whereby our proportionate share of
Morila Limited's assets, liabilities, income, expenses and cash flows
are incorporated in our consolidated financial statements under the
appropriate headings. Under U.S. GAAP, we equity account for our
interest in Morila Limited. This requires that we recognize our share
of Morila Limited's net income as a separate line item in the statement
of operations, equity income of Morila Limited. In the balance sheet,
we reflect as an investment our share of Morila Limited's net assets.
While this results in significantly different financial statement
presentation between IAS and U.S. GAAP, it has no impact on our net
income or our net asset value except for any difference between IAS and
U.S. GAAP which relates to Morila Limited.
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
4
D. RISK FACTORS
In addition to the other information included in this Annual Report,
you should carefully consider the following factors, which individually or in
combination could have a material adverse effect on our business, financial
condition and results of operations.
RISKS RELATING TO OUR BUSINESS
BECAUSE WE DEPEND UPON MORILA, AND OUR INTEREST IN MORILA LIMITED, FOR
SUBSTANTIALLY ALL OF OUR REVENUES AND CASH FLOW, OUR BUSINESS WILL BE HARMED IF
MORILA'S REVENUES OR ITS ABILITY TO PAY DIVIDENDS ARE ADVERSELY IMPACTED.
We hold our ownership interest in Morila through our 50% ownership
interest in Morila Limited, which in turn owns 80% of Morila SA, the direct
owner of Morila. In 2002, substantially all of our revenues and cash flows were
derived solely from sales of gold mined at Morila, and we expect that this mine
will continue to provide substantially all of our operating revenue and cash
flows for at least the next two years. As a result, our results of operations,
cash flows 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 us 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 OUR 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 it 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, cash flows and financial condition will be materially
and adversely affected if anticipated dividends are not paid by Morila SA.
THE PROFITABILITY OF OUR OPERATIONS, AND THE CASH FLOWS 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 revenues and cash flows 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;
5
o the strength of the U.S. dollar, the currency in which gold
prices generally are quoted, and of other currencies;
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.
Price per ounce ($)
------------------------------------
Year High Low Average
---- ----------- ------------ -----------
2003
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 our cost of
production for any sustained period, we may experience losses and may be forced
to curtail or suspend some or all of our 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 our continued operations, which does not include
Syama, the total cash cost of production per ounce of gold sold was $74 in the
year ended 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
6
$260 in the year ended December 31, 2000. We expect that Morila's total cash
costs will rise as the life of the mine advances, which will adversely affect
our profitability in the absence of any mitigating factors.
WE MAY INCUR LOSSES OR LOSE OPPORTUNITIES FOR GAINS AS A RESULT OF OUR USE OF
OUR DERIVATIVE INSTRUMENTS TO PROTECT US AGAINST LOW GOLD PRICES.
We use derivative instruments to protect the selling price of some of
our anticipated gold production. The intended effect of our derivative
transactions is to lock in a minimum sale price for future gold production at
the time of the transactions, reducing the impact on us of a future fall in gold
prices.
To the extent these instruments protect us 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, our 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
us from realizing the positive impact of any subsequent increase in the price of
gold on the portion of production covered by the instrument.
UNDER OUR JOINT VENTURE AGREEMENT WITH ANGLOGOLD, WE JOINTLY MANAGE MORILA
LIMITED, AND ANY DISPUTES WITH ANGLOGOLD OVER THE MANAGEMENT OF MORILA LIMITED
COULD ADVERSELY AFFECT OUR BUSINESS.
We jointly manage 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 the Morila
Limited board. Substantially all major management decisions, including approval
of a budget for Morila, must be approved by the Morila Limited board. We and
AngloGold retain equal control over the board, with neither party holding a
deciding vote. If a dispute arises between us and AngloGold with respect to the
management of Morila Limited and we are unable to amicably resolve the dispute,
we may have to participate in an arbitration or other proceeding to resolve the
dispute, which could materially and adversely affect our business.
THE AMOUNT OF GOLD PRODUCED AT THE SYAMA MINE FAILED TO MEET PROJECTED LEVELS OF
PRODUCTION, AND OUR REMAINING LIABILITIES FOLLOWING OUR CLOSURE OF THE MINE IN
2001 COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.
Following our acquisition of the Syama mine in October 1996, we
developed a plan to expand the level of ounces of gold produced to 265,000
ounces per annum for eight years, which we believe would have reduced our 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 our unit cash costs never fell below $270 per ounce. In 2000,
we reduced the anticipated annual gold production levels of the Syama mine in
our plan.
In December 2001, we placed the Syama mine on care and maintenance,
which means that we are 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. As of April 30, 2003,
we were liable for approximately $5.6 million of the remaining Syama
liabilities. We determined to close the Syama mine as a result of our inability
to operate the mine profitably, which was caused primarily by the prevailing low
7
gold price and shortfalls in gold production caused by our failure to install
and maintain a reliable and adequate supply of power to the mine.
We have entered into a heads of agreement with Resolute Mining Limited
of Australia, or Resolute. Under this agreement we have given Resolute a 12
month option to acquire our entire interest in our 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 us option fees
of $75,000 per month. We may not successfully sell the Syama mine or its assets.
If we do, the sale price may not be sufficient to offset these liabilities. Our
remaining Syama liabilities, could materially and adversely affect our business,
cash flows or financial condition.
OUR MINING OPERATIONS MAY YIELD LESS GOLD UNDER ACTUAL PRODUCTION CONDITIONS
THAN INDICATED BY OUR 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 our deposits and stockpiles.
They represent the amount of gold that we believe can be mined, processed and
sold at prices sufficient to recover our estimated total costs of production,
remaining investment and anticipated additional expenditures. Our 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.
Because our ore reserve estimates are calculated based on current
estimates of production costs and gold prices, they should not be interpreted as
assurances of the economic life of our gold deposits or the profitability of our
future operations.
Reserve estimates may require revisions based on actual production
experience. Further, a sustained decline in the market price of gold may render
the recovery of ore reserves containing relatively lower grades of gold
mineralization uneconomical and ultimately result in a restatement of reserves.
The failure of the reserves to meet our recovery expectations may have a
materially adverse effect on our business, financial condition and results of
operations.
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,
if we ultimately determine that our Loulo or Tongon projects would sustain
profitable mining operations, our ability to build mines at these sites would 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.
8
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.
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, or Rolls-Royce, a power venture company, agreed to supply power
to and to sell to and operate generators at Morila. From inception, the
generators proved unreliable, resulting in disruptions to the Morila operations
and causing us to rely on the Rolls-Royce provision of alternative power
generation, at the power venture company's 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.
WE CONDUCT MINING, DEVELOPMENT AND EXPLORATION ACTIVITIES IN COUNTRIES WITH
DEVELOPING ECONOMIES AND ARE SUBJECT TO THE RISKS OF POLITICAL AND ECONOMIC
INSTABILITY ASSOCIATED WITH THESE COUNTRIES.
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 we 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
and Tanzania was a British colony until their independence in the early 1960s.
Each country has, since its independence, experienced its own form of political
upheavals with varying forms of changes of government taking place, including
violent coup d'etats. The military has also taken a hand in the politics of
these countries and has 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 chaos, including an
9
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 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 we currently operate could have a material and adverse effect on our
business and results of operations.
The conflict in Cote d'Ivoire has resulted in us suspending work in the
country pending a peaceful solution. As a result, the progress of the Tongon
feasibility study has been delayed. We anticipate 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. Our 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, any present or future policy changes in the countries in which we
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 currently provides for the relevant
government to acquire a free ownership interest, 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. The requirements of the
various governments as to the foreign ownership and control of mining companies
may change in a manner which adversely affects us.
IF WE ARE REQUIRED TO CHANGE HOW WE ACCOUNT FOR OUR INTEREST IN MORILA LIMITED
IN THE FUTURE TO THE EQUITY METHOD, ANY RESULTING CONFUSION IN THE INVESTOR
COMMUNITY COULD CAUSE PERSONS NOT TO INVEST IN OUR SECURITIES.
Our financial statements have been prepared in accordance with IAS
since our inception as an international company, under which we employ joint
venture accounting and proportionately consolidate our interest in Morila
Limited's assets, liabilities, income, expenses and cash flows. If we are not
permitted to utilize joint venture accounting under IAS in the future, we would
be required to utilize the equity method to account for our interest in Morila
Limited and our other joint ventures, which could cause confusion in the
investor community and adversely affect a prospective investor's willingness to
invest in our securities. The most likely circumstance under which we would be
prohibited from using proportionate consolidation would be if existing
accounting policies under IAS were changed to prohibit proportionate
consolidation for joint ventures of this type. Under the equity method of
accounting, which is mandatory under U.S. GAAP, we would recognize our share of
the company's net income as a separate line item in our income statement and
would reflect as an investment our share of Morila Limited's net assets on our
balance sheet.
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
10
management and technical personnel, including D. Mark Bristow, our Chief
Executive Officer. 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.
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 $100
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 regard 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.
RANDGOLD & EXPLORATION COMPANY LIMITED, OR RANDGOLD & EXPLORATION, OUR LARGEST
SHAREHOLDER, TOGETHER WITH OUR DIRECTORS AND OFFICERS AFFILIATED WITH RANDGOLD &
EXPLORATION, HAVE SUBSTANTIAL CONTROL OVER OUR AFFAIRS AND YOU MAY NOT BE ABLE
TO INFLUENCE THE OUTCOME OF SOME OF OUR IMPORTANT TRANSACTIONS.
Randgold & Exploration, our largest shareholder, beneficially owns
approximately 43% of our ordinary shares, and our directors and officers
affiliated with Randgold & Exploration beneficially own, in the aggregate,
approximately 3.7% of our ordinary shares. Randgold & Exploration and those
individuals may have the power to influence our business policies and affairs
and determine the outcome of any matter submitted to a vote of our shareholders,
including mergers, sales of substantially all of our assets and changes in
control. In addition, two representatives of Randgold & Exploration are
currently members of our Board of Directors. Roger A.R. Kebble, our chairman, is
also the chairman of Randgold & Exploration and David Ashworth, one of our
non-executive directors, is also a director of Randgold & Exploration.
SOME OF OUR DIRECTORS AND OFFICERS HOLD POSITIONS WITH OTHER COMPANIES IN OUR
INDUSTRY, WHICH MAY PRESENT CONFLICTS WITH RANDGOLD RESOURCES THAT ARE RESOLVED
IN A MANNER UNFAVORABLE TO US.
Some of our officers and directors, including our chairman, hold
positions with Randgold & Exploration, our largest shareholder, and other
companies in our industry. 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 companies
in which these directors and officers hold positions. These conflicts may
ultimately be resolved in a manner that is unfavorable to us.
LEGAL ACTION INSTITUTED AGAINST OUR CHAIRMAN AND ONE OF OUR DIRECTORS MAY
ADVERSELY AFFECT OUR SHARE PRICE.
Our chairman, Roger A. R. 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
11
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 the company. 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
Limited, Mr. R. Brett Kebble, Hendrik Buitendag and Mr. Roger A.R. Kebble on
unspecified alleged charges of fraud. Details of the charges have not been
provided. We have been informed that the proceedings arise out of the proposed
restructuring of JCI Gold Limited, Consolidated African Mining Limited,
Randgold & Exploration, Free State Development and Investment Corporation
Limited and Barnato Exploration Limited, towards the end of 1999.
In the event that these legal actions continue against our chairman or
Mr. R. Brett Kebble, investors may be unwilling to invest in our securities,
which may have an adverse effect on our share price.
THE SOUTH AFRICAN RESERVE BANK, OR SARB, REQUIRES THAT RANDGOLD & EXPLORATION
HOLD AT LEAST A 36% INTEREST IN US WHICH COULD IMPACT ON OUR ABILITY TO ISSUE
ADDITIONAL SHARES.
SARB regulates Randgold & Exploration's ownership of our shares and
requires Randgold & Exploration to maintain at least a 36% interest in us. This
requirement may constrain our ability to raise additional funds through the
issuance of share capital if any such issuance would result in Randgold &
Exploration holding less than a 36% interest in us. SARB also requires Randgold
& Exploration to maintain management control of us. According to the South
African Companies Act, management control vests in majority shareholders which
is defined as shareholders holding at least a 35% interest in a company. If
Randgold & Exploration were to reduce its percentage interest in us without SARB
approval, SARB could require Randgold & Exploration to dispose of its entire
interest in us.
IT MAY BE DIFFICULT FOR YOU TO EFFECT SERVICE OF PROCESS AND ENFORCE LEGAL
JUDGMENTS AGAINST US OR OUR AFFILIATES.
We are incorporated in Jersey, Channel Islands and a majority of our
directors and senior executives are not residents of the United States.
Virtually all of our assets and the assets of those persons are located outside
the United States. As a result, it may not be possible for you to effect service
of process within the United States upon those persons or us. Furthermore, the
United States and Jersey currently do not have a treaty providing for the
reciprocal recognition and enforcement of judgments (other than arbitration
awards) in civil and commercial matters. Consequently, it may not be possible
for you to enforce a final judgment for payment rendered by any federal or state
court in the United States based on civil liability, whether or not predicated
solely upon United States Federal securities laws against those persons or us.
In order to enforce any judgment rendered by any Federal or state court
in the United States in Jersey, proceedings must be initiated by way of common
law action before a court of competent jurisdiction in Jersey. The entry of an
enforcement order by a court in Jersey is conditional upon the following:
12
o the court which pronounced the judgment has jurisdiction to
entertain the case according to the principles recognized by
Jersey law with reference to the jurisdiction of the 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 been 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
o the recognition and enforcement of the judgment is not
contrary to public policy in Jersey, including observance of
the rules of natural justice which require that documents in
the United States proceeding 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.
Furthermore, it is doubtful whether you could bring an original action
based on United States Federal securities laws in a Jersey court.
RISK 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 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 gold. Uncertainties as to the metallurgical recovery of any gold 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 gold 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
13
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 gold 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.
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 be in compliance 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
14
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 effect 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'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 Mali, 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. The prevalence of AIDS
could become significant. Significant increases in the incidence of AIDS
infection and AIDS-related diseases among members of our workforce in the future
could adversely impact our operations and financial condition.
15
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Randgold Resources Limited was incorporated under the laws of Jersey,
Channel Islands in August 1995, to engage in the exploration and development of
gold deposits in Sub-Saharan Africa. Our principal executive offices are located
at La Motte Chambers, La Motte Street, St. Helier, Jersey, JE1 1BJ, Channel
Islands and our telephone number is (011 44) 1534 735-333. Our agent in the
United States is CT Corporation System, 111 Eighth Avenue, New York, New York
10011.
We were formed by Randgold & Exploration, a South African resource
company, as a result of the decision by Randgold & Exploration to separate its
exploration activities between those conducted inside South Africa and Namibia,
or the Randblock, and those in Africa outside of the Randblock. Randgold &
Exploration is a publicly traded company whose shares trade on the Johannesburg
Stock Exchange and on the Nasdaq National Market, in the form of ADRs. This
enabled us to engage in the exploration and development of gold deposits and
associated metals from African countries, excluding the Randblock, independently
of Randgold & Exploration. Randgold & Exploration owns approximately 47.3% of
our outstanding ordinary shares.
Randgold & Exploration transferred its interests in mineral activities
outside of the Randblock to us in August 1995, for $5 million, which we
satisfied by the issue of 8,000,000 shares to Randgold & Exploration. This
represented the value placed by the directors of Randgold & Exploration on the
expenditures incurred by it prior to August 1995 outside the Randblock on
infrastructure costs, including recruitment costs, mineral rights costs and
other set up costs.
During February 1996, we raised approximately $9.1 million through the
issue of 945,000 shares in a private placement to provide funds to continue
exploration activities.
In October 1996, Randgold & Exploration, through an intermediate
holding company, Randgold Resources (Holdings) Limited, acquired from BHP
International Inc., or BHP, the entire issued share capital of BHP Minerals Mali
(which was later renamed Randgold Resources Mali Inc., or RRMI) and the benefit
of $78 million in shareholder loans. The main asset of RRMI was a 65% interest
in Societe des Mines de Syama SA, or Somisy, whose assets included the Syama
mine. We then acquired the investment in RRMI in exchange for the issuance of
3,212,812 new shares at $25.50 per share. As part of that transaction, Randgold
& Exploration guaranteed a $32.2 million loan, including interest, which
remained owing to BHP from RRMI.
We acquired the Syama mine in October 1996. However, we have placed
this mine on a care and maintenance program and have granted Resolute an option
to acquire Syama from us. For a more detailed discussion of the Syama mine,
please see Item 3 B. Business Overview.
We discovered the Morila deposit during December 1996.
In July 1997, we listed on the London Stock Exchange and completed our
initial public offering of 5,000,000 ordinary shares, including Global
Depositary Shares, or GDSs, resulting in net proceeds to us of $77.5 million.
These proceeds were used to:
o retire the retained loan from BHP of approximately $32.2
million;
o contribute to the funding of the capital expansion program at
the Syama mine; and
16
o fund the exploration activities of the Golden Ridge project in
Tanzania, a project which we held for four years. In 1999,
this project was sold to Barrick Gold Corporation.
At the same time, we converted an $18 million loan owed to a subsidiary
of Randgold & Exploration into 1,090,909 ordinary shares.
During November 1998, we completed an offering of 13,254,612 ordinary
shares, resulting in proceeds to us of $13.2 million before expenses, and the
conversion of Randgold & Exploration's $20 million shareholder loan into shares.
The loan had been advanced to fund the capital expansion program of Syama and to
fund the further development of the Morila, Tongon and Loulo projects.
During November 1998, we acquired a further 10% interest in Somisy and
some related shareholder loans, through the issue of 1,157,444 of our ordinary
shares to the International Finance Corporation.
During July 2000, we concluded the sale of 50% of our interest in
Morila Limited and a shareholder loan made by us to Morila Limited to AngloGold
for $132 million in cash. In April 2001, we acquired an additional 29% of
Societe des Mines de Loulo, or Somilo, under a sale of shares and loan claims
agreement with Normandy LaSource SAS for a purchase price of $2 million, which
brought our share of Somilo, to 80%. Also under this agreement, we acquired loan
claims regarding cash advanced to Somilo by Normandy LaSource to fund
exploration activities. We now conduct our operations through:
o a 50% interest in Morila Limited;
o a controlling interest in Somisy; and
o a controlling interest in Somilo, which conducts exploration
activities over the Loulo permit.
In 2001, we and Randgold & Exploration contemplated a business
combination, which was rejected by SARB. Randgold & Exploration has publicly
announced that it may continue to seek possible business combination candidates,
although no agreements, understandings or arrangements have been entered into to
date.
During October 2001, we completed a mandatory share repurchase program
in which we bought 11.6 million ordinary shares back from our shareholders at
$7.00 per share.
RECENT DEVELOPMENTS
In July 2002, we completed an initial public offering of 5,000,000 of
our ordinary shares, including American Depositary Shares, or ADSs, resulting in
gross proceeds to us of $32.5 million. These proceeds were used to repay the
syndicated term loan and revolving credit facility, which were repaid in full
in November 2002, and for feasibility studies and development activities.
In connection with this offering, we listed our ADSs on the Nasdaq
National Market.
In September 2002, we completed an exchange offer in which we exchanged
substantially of our outstanding GDSs for ADSs representing a like number of our
ordinary shares.
On December 16, 2002, we entered into a settlement agreement with
Randgold & Exploration, Somisy, Rolls-Royce Power Ventures Limited, 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 Randgold &
Exploration agreed to pay
17
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 installments 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 Power Ventures Limited which removed the equipment from the mine
site at its expense.
On March 10, 2003, we changed our ADR ratio from two ordinary shares to
one ADR, to one ordinary share to one ADR.
On April 16, 2003 we entered into a heads of agreement with Resolute
Mining Limited of Australia, or Resolute. Under this agreement we have given
Resolute a 12 month option to acquire our entire interest in our wholly-owed
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. In addition, Resolute will accept $7.0 million
of Syama's liabilities. During the option period, Resolute will pay us option
fees of $75,000 per month.
On June 13, 2003, Randgold & Exploration sold 1 million of our ordinary
shares reducing its percentage ownership in us to approxmately 43% as of that
date.
PRINCIPAL CAPITAL EXPENDITURES
As of December 31, 2002, our 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.
B. BUSINESS OVERVIEW
OVERVIEW
We are engaged in surface gold mining, exploration and related
activities. Our activities are focused on West and East Africa, some of the most
promising areas for gold discovery in the World. In Mali we own 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. We also have advanced-stage
development projects in Mali and the neighboring country of Cote d'Ivoire, and
hold exploration permits covering additional areas in Mali, Cote d'Ivoire and
Senegal and exploration licenses in Tanzania. As of December 31, 2002, we had
declared proven and probable reserves of approximately 2.9 million ounces
attributable to our percentage ownership interest in our assets.
Our strategy is to achieve superior returns on equity through the
discovery, management and exploitation of resource opportunities, focusing on
gold. We seek to discover bulk tonnage shallow gold deposits, either from our
own phased exploration programs or the acquisition of early stage to mature
exploration programs. We actively manage both our portfolio of exploration and
development properties and risk exposure to any particular geographical area.
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, we have discovered a corridor covering 10
kilometer by 2 kilometer area hosting gold anomalies to the northwest of the
current orebody.
18
Outside of the Morila joint venture, we hold exploration permits
covering 3,000 square kilometers in the Morila region, where we are engaged in
early stage exploration work.
We also own advanced-stage development projects at Loulo, located in
Mali, and Tongon, located in Cote d'Ivoire. Although we have not yet committed
to constructing a mine at either project, our work to date, together with the
current gold price environment, indicates that profitable mines could
potentially be developed at Loulo and Tongon.
OWNERSHIP OF MINES AND SUBSIDIARIES
Morila is owned by a Malian company, Morila SA, which in turn is owned
80% by Morila Limited and 20% by the State of Mali. The Morila joint venture is
jointly owned by us and AngloGold. The mine is controlled by a 50-50 joint
venture management committee with day to day operations being the responsibility
of a Malian subsidiary of AngloGold.
The Syama mine is owned by a Malian company, Somisy SA, which in turn
is owned 80% by RRL Somisy and 20% by the State of Mali. RRL Somisy is a
wholly-owned subsidiary of ours. The Syama mine is no longer being mined and is
currently on a care and maintenance program.
STRATEGY
Our strategy is to achieve superior returns on equity through the
discovery, management and exploitation of resource opportunities, focusing on
gold.
We seek to discover, either from our own phased exploration programs or
the acquisition of early stage to mature exploration projects, bulk tonnage
shallow gold deposits which:
o have the potential to be in the lowest total cost quartile;
o have a reserve potential of greater than two million ounces of
gold;
o have the potential of providing an internal rate of return in
excess of 20%;
o would, ideally, allow us to recoup our costs within two years;
and
o would enhance our partnering network.
We are developing joint venture partnerships and strategic alliances in
order to share the inherent risks associated with mineral exploration. We
undertake an ongoing evaluation program to review our entry into and continued
exploration and development work in our targeted regions. We manage our
political risk exposure very actively. Our core area of focus is Sub-Saharan
Africa, but all countries with good gold prospectivity worldwide are of interest
to us. At present, our focus is on West and East Africa but all nations
worldwide are ranked based on their:
o exploration potential/mineral endowment;
o political stability;
o economic and fiscal framework; and
o infrastructure.
We employ a multi-disciplinary team to manage, explore and develop
opportunities, including specialists in geology, mining engineering and
metallurgy. Our exploration and development activities are
19
guided by specialists from South Africa, Europe, Canada, Mali, Cote d'Ivoire
Senegal, Burkina Faso and Tanzania. We aim to maintain a balance between our
exploration interests at different stages of development. In our initial stages
of growth we held a large number of grassroots exploration interests. Morila,
together with several exploration successes, have provided us with a number of
more advanced projects and the discovery of Morila resulted in a profit
generating asset capable of providing cash flows. Our 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. Our 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.
OPERATING MINES
---
MINE DEVELOPMENT
------------
FEASIBILITY
PROJECTS AND
RESOURCE/
RESERVE DEFINITION
------------------------------
TARGETS
------------------------------------
IDENTIFIED GEOLOGICAL ANOMALIES
------------------------------------------
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. Production is expected to be at this level for at least the next
year and we are investigating ways of optimizing the operation and increasing
production. A comprehensive exploration program is being carried out within the
Morila Mine Lease area.
20
Our 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 our portfolio of
exploration permits in three countries; and
o defining new opportunities within our priority regions in
Africa and elsewhere. During the current field season,
drilling programs will be undertaken in Tongon, Loulo and
Morila.
GEOLOGY
We target 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 our 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.
Our strategy was initiated before the current entry of our competitors
into West and Central Africa, and we believe that this enabled us 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 resources and reserves have been calculated by our joint venture
partner, AngloGold. The Loulo Project 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 us. 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.
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.
21
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 our 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)
------------- ------ ----- ---- ------ ----- ---- ------ ----- ----
Our 40%
Morila mine 4.67 6.23 0.94 23.08 4.42 3.28 share 11.10 4.76 1.70
Loulo project 11.80 3.70 1.41 1.10 3.00 0.11 Our 80%
Share 10.32 3.68 1.22
Total 16.47 4.42 2.35 24.18 4.36 3.39 Our 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. The Morila reserves have been calculated by our joint venture partner,
AngloGold, and Resource Service Group was responsible for calculating
the Loulo reserves.
OUR MINING AND EXPLORATION OPERATION
RESULTS OF OPERATIONS
The following chart details the operating and production results 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
22
MORILA SYAMA
ATTRIBUTABLE ATTRIBUTABLE TOTAL MORILA
40% 80% ATTRIBUTABLE TOTAL SYAMA TOTAL
------------ ------------ ------------ ------ -----------
Ounces production (oz) 56,646 126,609 183,255 141,615 168,812
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. The Morila joint venture is jointly owned by us
(50%) and AngloGold (50%). The following map indicates the location of Morila
within Mali:
[GRAPHIC OMITTED]
LOCALITY OF THE MORILA MINE WITHIN MALI
23
Under a joint venture agreement between us, we are each 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 of us are present. We
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 we have 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 we 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 us
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)(1)......................... $74 $102
Cash profit ($ million)........................... $250.05 $104.17
---------------
(1) For a definition of cash costs, please see Item 3. Key Information --
A. Selected Financial Data.
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, we expect 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 the Morila joint venture, as the
Morila joint venture 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
us 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.
24
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.
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 our 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.
25
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 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]
LOCALITY OF PRIORITY TARGETS WITHIN THE
MORILA EXPLOITATION PERMIT
26
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 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.
We anticipate 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, we have deferred a portion of the pit 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 GOLD
CATEGORY TONNES (MT) GRADE (G/T) GOLD (MOZ) (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 our 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
27
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 our sale of 50% of our interest in
Morila, the original construction team assembled by us continued to run the
project through commissioning.
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. We 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
28
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
The Morila Loan Agreement 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 our share was $6.4 million. Since this date Morila has paid out
$244 million in dividends of which our share was $97.6 million.
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 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 our
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
29
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 we achieve 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.
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 an oxygen and a power plant.
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.
30
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 has been 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 on these has started and is due for
completion early 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.
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
31
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.
DEVELOPMENT PROJECTS
The following map shows the location of the Loulo and Tongon
development projects:
[GRAPHIC OMITTED]
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.
32
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.
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, we 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 we continued to view Loulo as one of the
better undeveloped projects in Africa, we acquired an additional 29% from
Normandy LaSource SAS in April 2001 bringing our 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 our
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.
33
Our 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.
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
provide us 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 Our 80%
Share
Yalea......... 5.60 4.00 0.72 0.80 3.20 0.08
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",
34
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
We anticipate 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 our 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.
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 our 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 on the Loulo Project. Initial
meetings have been held to present our requirements and we expect to continue
working on these issues during the first quarter of 2003. Our main issues
concern provision of hydro-power for Loulo from the nearby Manantali dam,
provision of water from the Faleme River and
35
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. We have held the exploration permit since November 1996
and have 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.
We anticipate 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
36
suspended. We are hopeful that the disruption will be short lived as we
believe 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. We own 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 we entered into a heads of agreement with Resolute.
Under this agreement we have given Resolute a 12 month option to acquire our
entire interest in our 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 us option
fees of $75,000 per month.
Should a satisfactory sale of our 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, we 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, we entered into a settlement agreement with
Randgold & Exploration, Somisy, Rolls-Royce Power Ventures Limited, 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 Randgold &
Exploration 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 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
We 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, we 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. We believed this production level would have reduced unit
costs to $210 per ounce by increasing the number of ounces over which
37
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 then 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, we 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. We 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, we began to encounter problems with our
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
power demand, being so close to the available power level made steady state
operation unachievable and power interruptions were frequent. Our 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.
38
Between November 1998 and April 1999, we worked closely with
representatives of O'Brien Energy Services, the distributor of the FBM
generators, to remedy the problems with the FBM generators. Additionally, we
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, we decided that the mine's power requirements should be
supplied by outsourcing to experts and by using new engines. In May 1999, we
invited power suppliers to submit bids, and in June 1999, we selected
Rolls-Royce to supply Syama with two generators to replace some of our existing
generators.
In June 1999, we agreed in principle with Rolls-Royce that it would
supply two Allen 5012 engines, the first of which would be commissioned in
November 1999. We also entered into a contract with Rolls-Royce under which they
would manage our 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 we
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, we 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.
We 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 we ordered four additional
Caterpillar units to supplement the power supply. Since our 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 we
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. We made every effort
to improve cash flow, but continued interruptions
39
resulting from inconsistent power supply started to impact on Syama's cash
position, and consequently, the ability to finance the 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, we selected a contract miner to assume the earth-moving
operation, which involved drilling, blasting, loading and hauling services in
accordance with our plan. We believed that a contract miner could perform these
functions more cheaply and efficiently than we could on our own.
In June 2000, in view of the lower levels that had been achieved
against our plan to that time, we reduced the anticipated annual production
levels in our plan for projecting future cash flows. We 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. We
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. We 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, our 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. We 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 our experience with
contract mining, we believe 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 we performed those
services on our own. The Morila mine employs a contract miner for these types of
services.
In April 2001, the number 1 Allen engine failed catastrophically. We
formally rescinded the Rolls-Royce contract. We believe we were 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 us to supply alternative power. We rejected the offer, as
a scale back in operations removed the need for additional power.
We never recognized a capital lease obligation in our financial
statements in connection with our contract with Rolls-Royce because there was no
obligation on our 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, we estimated
40
the future available stockpiles as being uneconomic. 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.
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, SRK, completed a closure plan review and a revised estimate of
quantities required for site closure.
We 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.
41
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, Steffen, Robertson and Kirsten (South Africa) (Pty) Ltd, or 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 us.
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
We have been exploring in Africa and in particular the Birrimian of
West Africa for over ten years and have developed a geodynamic model to guide
and focus our 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
model has prescribed the areas of focus for our generative work and driven the
acquisition of permits and advanced projects in West Africa. Our exploration
teams continue to generate and assess new opportunities on the West African
craton not only in our priority countries of Mali, Cote d'Ivoire and Senegal but
also in Ghana and Guinea.
Our 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, we extend and
intensify our exploration efforts to more clearly define the orebody and the
potential portions to be mined. We constantly refine our geological techniques
to improve the economic viability of prospecting and mining activities.
We employ a multi-disciplinary exploration team to explore and develop
opportunities in a phased approach. When we evaluate potential exploration
targets, we initially assess the political and economic considerations,
including fiscal policies, in addition to geological factors. We only have
interests in countries which have satisfactory criteria in this regard and our
management is not aware of any material tax, political, economic or geological
considerations which may have a material limitation on our 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.
We follow 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 our exploration program, we verify 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 our criteria and
includes trenching and diamond or reverse circulation drilling.
42
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 our 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
o Feasibility drilling
o Feasibility study
Independent professional laboratories conduct the assaying of our
samples. Our standard quality control measures include the use of two sample
repeats, a blank and a standard, with each sample batch. We routinely carry out
repeat analysis on samples higher than the surrounding baseline and the
frequency of these increases on samples indicating a zone of mineralization. We
make monthly cross-checks with other commercial laboratories.
We correlate assay results with the geological logs and enter all data
into a computer database which we use to model the orebody. An internal
consultant carries out this evaluation in conjunction with our project
geologist. We use modern geostatistical methods backed up with more classical
procedures. Another external qualified evaluation consultant cross-checks the
estimates.
We use 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.
We have 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 our permits as of December 31, 2002. We
hold permits either in our own name within affiliated subsidiaries or in joint
venture with other parties. Our 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 us 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.
43
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
OVERVIEW
During the year exploration activities focused on evaluation of targets
in our 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. Our 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.
44
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 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 the Morila joint venture 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
45
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
The Company'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 our 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.
46
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 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, our 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 we now hold a contiguous block covering an area of 1,200
square kilometers. The new permits are referred to as Kounemba and Tomboronkoto.
In summary, our 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.
47
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 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 locates 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 locates 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
48
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.
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, our 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, we are intent on maintaining our position
and if stability returns, looking for new opportunities in this country.
BURKINA FASO
In the nine years that we have been in Burkina Faso we have 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 we have
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.
COUNTRIES OF OPERATION
THE FRANC ZONE
The Franc Zone was set up to deal with credit, foreign exchange and
monetary relations with France and the former French colonies of Africa. The
Franc Zone is designed to monitor and assist the free transfer of funds
throughout the Franc Zone and fix exchange rates. The currency within the Franc
49
Zone is the Communaute Financiere Africaine franc and used to be convertible
into French francs at a fixed rate.
With the introduction of the Euro, France has indicated its continued
support for the Franc Zone and the Communaute Financiere Africaine franc is
pegged at a fixed rate of 656 to one Euro.
MALI
GENERAL INFORMATION
The Republic of Mali is situated between Algeria, Mauritania, Niger,
Burkina Faso, Cote d'Ivoire, Guinea and Senegal. Mali is a landlocked country
with a total surface area of 1.24 million square kilometers, 60 percent of which
is desert.
The official language of Mali is French, although 80 percent of the
population speaks Bambara as this is the main ethnic group in this multi-ethnic
society. Mali has a population of 11.35 million and a gross domestic product in
2000 of approximately $2.3 billion which represented real gross domestic product
growth of 4 percent over the previous year. Around one million people live in or
near the capital, Bamako. Total exports in 2000 amounted to $518 million,
comprised mainly of gold and cotton.
ECONOMIC
Mali's economy is one of the smallest of the Franc Zone in absolute and
per capita terms with gross domestic product of approximately $2.3 billion in
2000. The economy is dominated by agriculture, gold mining, livestock husbandry
and other primary activities. For the period 1996 to 2000, Mali experienced
annual gross domestic product growth of more than 4% in real terms. Following a
visit to Mali in October 2001, the International Monetary Fund has raised its
estimates of real gross domestic product growth from a negative 1.7% to 0%.
Bumper cotton and cereal harvests have been announced for 2001 and
2002. This is expected to result in gross domestic product growth of 6% in 2002
and 2003.
The World Bank continues to be supportive of Mali and has assisted by
financing of structural adjustment loans. Economic policy will focus on
privatizing key sectors of the economy, reducing poverty, reviving the cotton
industry and reigning in public expenditure. In addition, diversification and
better water management and irrigation are being pursued.
POLITICAL
Mali has been ruled by the Alliance pour la Democratie au Mali, or
ADEMA, under the president, Alpha Oumar Konare, since the country's first
multiparty elections in 1992. ADEMA was established after mass demonstrations
overthrew the regime of Moussa Traore in 1991. Although both ADEMA and Mr.
Konare were re-elected in 1997, the elections were marred by widespread
disorganization. The opposition subsequently boycotted the country's
institutions until July 2000. Presidential elections were held in May 2002, and
Amadou Toumani Toure, the head of the 1991 to 1992 transitional government, was
elected. A popular figure, he is well respected internationally for his role as
a mediator for the Organization of African Unity, now renamed the African Union,
and the United Nations in the conflict in the Central African Republic. Mr.
Konare was prohibited under the Constitution from standing for a further term of
office.
Mr. Toure has a high profile both in the sub-region and across Africa.
Mali has been identified by the United States and the European Union as a
democratic model for the rest of francophone West Africa, praised for its
commitment to democratic norms and liberal economic policies and also seen as a
useful
50
bulwark against the threat of movement towards radicalism and fundamentalism in
Africa. The strengthening of relationships between Mali and South Africa, a
result of South Africa's growing involvement in the gold mining and energy
sectors, is likely to be consolidated through the importation of African
developed skills particular to those industries.
INFRASTRUCTURE
Although the roads between major towns are well maintained, the rural
network generally is in severe disrepair. There is one paved road, through
Bamako, which links Mali to the coast. There is a railway line from Bamako to
Dakar which provides a link to the Atlantic Ocean. The Niger River provides a
means of transporting passengers and freight from July to December assuming
normal rainfall. There is also the possibility of year-round access to the
Atlantic Ocean along the Senegal River. Mali has an international airport at
Bamako.
Mali hosted the African Nations Cup, a major soccer tournament in
January and February 2002, which resulted in substantial upgrades and
improvements of the country's infrastructure.
The supply of electricity is limited with 80 percent being
hydro-generated, principally from the Selingue dam, which only covers Bamako and
its surrounding areas. The Manantali dam hydro-electric scheme in the Kayes
region is operated by Societe Generation de Manantali, a joint venture between
Energie du Mali and the South African electricity supplier, Eskom.
MINING
Gold became the country's main source of foreign-exchange earnings in
2000, bringing in $266 million to the economy representing 50% of total
merchandise exports.
MINING POLICY
Mining in Mali is governed by the 1999 mining code which replaced the
1990 code and the revised code of 1991. The 1970 mining code continues to govern
the Morila, Loulo and Syama Conventions. It recognizes three types of mining:
artisanal, small-scale and commercial or large-scale. The mining code reaffirms
that unextracted minerals belong to the Government of Mali and that the owners
of a mining operation are entitled to ownership of the minerals extracted.
The 1999 mining code, and the model convention adopted under it,
contain obligations on mining companies to restore the environment damaged by
their activities, including rehabilitation of any mining or exploration
activities. The convention typically requires a mining company to conform to the
legislation in force in relation to dangerous discharges, natural resources and
the protection of the environment. Mining companies are obliged to manage their
excavations in accordance with international mining practices and to conform to
the forestry code application in Mali. A mine water purification process must be
set up. Further obligations are imposed in relation to the discovery of
archaeological artifacts and any excavation that may be required.
Initially an exploration permit is issued. Following that, before large
scale mining is conducted, a mining permit must be granted. An exploration
permit is granted by order of the government minister responsible for mines and
grants the exclusive right to explore for specific minerals in a defined area.
The exploration permit has an initial term of three years and is renewable for
two additional periods of three years each. Permits are issued subject to
minimum work commitments and expenditures. The surface areas specified in the
exploration permit must be reduced by half at the end of the second year of the
initial term. On each renewal, the remaining surface area must be again reduced
by half. In each case, the surface area to be released is determined by the
permit holder. A holder of an exploration permit may
51
reapply for the surrendered area subject to additional expenditures and
commitments. The grant of a new exploration permit for the surrendered area is
subject to the discretion of the government minister responsible for mines.
An exploration permit may only be cancelled for limited reasons. Any
transfer of an exploration permit is subject to authorization by the ministry of
mines. An exploration permit may not be mortgaged.
A mining permit is issued by order of the president to a holder of an
exploration permit who has carried out sufficient exploration and completed a
feasibility study to confirm the existence of a commercially exploitable
deposit. A mining permit confers on its holder the right to mine the substances
specified in an area no greater than the surface area defined in the exploration
permit. The term of a mining permit generally may not exceed thirty years,
subject to extension by order of the president. A mining permit may be cancelled
for a number of specified reasons.
The mining code contemplates that the holder of an exploration and,
subsequently, a mining permit will enter into a concession agreement known as an
establishment convention setting out the rights and obligations of the holder of
the permit and the Government of Mali. Concession agreements typically grant
legal, economic and financial advantages including tax concessions, foreign
exchange concessions, labor concessions and guarantees concerning the renewal of
exploration and exploitation permits. Concession agreements typically further
provide for the right of the Government of Mali to own an equity interest of up
to 20 percent in the entity created to hold the mining permit, and prescribe
obligations relating to employment, environment and safety.
The holder of an exploration or mining permit is obliged to pay
compensation to owners of land or occupational rights (including forestry and
mining rights) in respect of any damages to their property which the mining work
may cause and to reimburse a holder of land rights of his costs if his work is
rendered impossible.
COTE D'IVOIRE
GENERAL INFORMATION
Cote d'Ivoire, located between Ghana and Liberia on the west coast of
Africa, had a total population of approximately 16.4 million in 2001 and a land
area of 124,503 square kilometers. Close ties to France since independence in
1960, the development of cocoa for export, and foreign investment made the
country one of Africa's most prosperous and well managed states. The business
capital of the country is Abidjan, though the official capital since 1983 has
been Yamoussoukro.
ECONOMIC
Cote d'Ivoire is a dominant economy within the Franc Zone market and
has enjoyed prosperity and steady economic growth being among the world's
largest producers of coffee, cocoa, beans and palm oil. The economy is highly
sensitive to fluctuations in the international prices for these products and to
weather conditions. Despite attempts to diversify the economy, it is still
largely dependent on agriculture and related activities, which employ
approximately 68% of the population. For the period of 1996 to 1999 the economy
experienced annual real growth of 5%. This was due to the devaluation of the
Communaute Financiere Africaine franc in 1994, improved prices for cocoa and
coffee, trade liberalization, offshore oil and gas discoveries and generous
external financing and debt rescheduling. Falling cocoa prices and political
turmoil, however, sparked an economic downturn in 1999 and 2000. Growth was
negative in 2000 because of the difficulty of meeting the conditions of
international donors, continued low prices of key exports and instability
following a coup in December 2000. Cote d'Ivoire has had a stock exchange, the
Bourse des Valeurs d'Abidjan, in operation since 1976.
52
POLITICAL
Cote d'Ivoire is an unitary state with a unicameral parliament, the
Assemblee Nationale. The country's first President since independence, Houphouet
Boigny, served as head of state for 33 years. He was succeeded after his death
in 1993 by Mr. Henri Konan Bedie. The Bedie government was overthrown by a
military coup, the first ever in the country's history, in December 1999. In
early January 2000, former army chief General Robert Guei formed an interim
coalition government.
The new constitution, which includes a clause barring from eligibility
those having claimed another nationality, was approved by majority vote during a
referendum in July 2000. Presidential and legislative elections held in October
and December 2000 provoked violence due to the exclusion of the opposition
leader. Laurent Gbagbo became the president and a period of tension and
political uncertainty followed. 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 parties are underway regarding the establishment of an interim
power sharing government which would seek to establish a more permanent peaceful
solution for the country
INFRASTRUCTURE
Cote d'Ivoire's main roads are well maintained, although many minor
roads are in need of repair. The country also has a large number of airports,
though only three of any substantial size. A railroad which runs from the
Burkina Faso border to Abidjan is only single track and is in poor condition.
Cote d'Ivoire benefits from the port at Abidjan, which is the busiest port in
francophone West Africa and provides access to the Atlantic Ocean for Cote
d'Ivoire's landlocked neighbors.
MINING
Mineral resources still account for only a small share of the country's
gross domestic product and export revenues with gold and nickel being the major
non-fuel minerals of interest. Cote d'Ivoire is located in the heart of West
Africa's Precambrian, non-organic continental crust, a region that boasts
plentiful deposits of gold, nickel, bauxite, iron and diamonds. Rich greenstone
belts containing gold and other metals run through more than one third of the
surface area making this region one of the world's most potential mining areas.
MINING POLICY
The government, through the Mining and Petroleum Ministry, retains
ownership of the country's mineral resources and has a regulatory role in the
development process. Reserves have been known since the 1970's but efforts to
exploit these were held off until the government thought the country was mature
enough to manage the industry. Exploration permits now cover surface areas of up
to 1,000 square kilometers with renewal rights when the bearer fulfills its
obligations. The three-year validity is renewable twice for two years for a
maximum of seven years. A mining permit is issued as soon as an economically
viable deposit is discovered. This permit is not delivered until an
environmental impact study, management plan and rehabilitation plan have been
submitted to the Administration des Mines for approval.
A new mining code was introduced in 1995 to speed up applications for
permits, improve guarantees for producers and allow operators to prospect all
minerals rather than specific ones only. The mining code includes major tax and
customs exemptions comparable to those in the oil code. For example tax on
earnings from sales has been lowered to 35 percent and foreign exchange
regulations make it possible to open foreign currency accounts. A royalty of 3%
on gold production is payable to the state.
53
The customs regime allows for tax exemptions both during exploration and mining.
The government has a maximum of 10% free carrying interest.
SENEGAL
GENERAL INFORMATION
Senegal is located on the far west coast of Africa and has a population
of about 10 million. The capital, Dakar, is a port much used by its neighboring
countries. The official language is French, but Wolof and other local languages
are spoken.
ECONOMIC
Senegal's gross domestic product was $4.4 billion in 2000, representing
a real growth rate of 5.6 percent over the previous year. Relative to its
neighbors, Senegal has a sizable economy.
Until 1994, Senegal's economic performance was mediocre and the impact
of the adjustment programs of the 1980's was limited by the overvalued
Communaute Financiere Africaine franc. The devaluation of the Communaute
Financiere Africaine franc in 1994 and vigorous structural reform programs have
stimulated economic growth, which averaged about 5.3 percent from 1996 to 2000.
Average inflation from 1998 to 2000 was below one percent. Output
growth performance has remained strong since 1995, with an annual average above
five percent. The country's principal exports are fish and fish products,
phosphates, fertilizers and groundnuts.
Implementation of sectoral and structural reforms has been uneven, with
significant progress in the trade sector, but with unfinished agendas in the
power and groundnut sectors. Progress on the economic front has not yet been
sufficient to make a dent on poverty. In February 2001, the International
Monetary Fund approved a third annual arrangement under the Poverty Reduction
and Growth Facility.
It is expected that the economy will show real growth of more than 5%
in 2002, fuelled by a record groundnut harvest, the opening of a new phosphate
mine and strong inflows of external assistance. Inflation should remain subdued
as a result of tight monetary and fiscal policies.
POLITICAL
Senegal was among the countries that pioneered democracy in Sub-Saharan
Africa. It gained independence in 1960 and for a long time was highly visible in
the international arena, maintaining a relatively stable political and social
environment.
Mr. Abdoulaye Wade, the third President of the Republic of Senegal, and
the new cabinet members assumed office in April 2000. The change in government
was orderly and smooth, and the political situation in Senegal has remained
stable. A new constitution was approved in January 2001, which reduces the
length of the presidential term from seven years to five years, and limits the
number of terms to two.
Both measures will raise accountability and contribute to better
governance. Legislative elections were concluded in April 2001. President Wade's
party, the Senegalese Democratic Party, and its allies won a comfortable
majority in the new Parliament.
The new government is placing additional emphasis on economic and
social development in the conflict-torn Casamance region (southern part of
Senegal bordering Guinea-Bissau, where, since 1980, a rebellious militant group
has led an armed struggle for independence).
54
INFRASTRUCTURE
Senegal's location gives it a central role in the sub-region's trade
routes. Dakar provides port services to its neighboring countries and transport
facilities to Dakar are sufficient, although the rail route is in need of
rehabilitation. There is an international airport at Dakar, now an important
transit point for the region, and 15 secondary airports around the country.
Most of the country's energy requirements are imported. The domestic
supply of electricity is provided from six thermal power stations, concentrated
around Dakar. The new Manantali dam hydro-electric scheme is now operational and
has increased the power supply.
MINING
The mining industry in Senegal is dominated by the production of
phosphates, which contributes 4% of the country's gross domestic product and
represents 15% of revenues received from exports.
MINING POLICY
The Republic of Senegal operates a system based on civil law concepts.
The mining code of 1988 governs the process of exploration and mining in the
country where the mineral rights are owned and administered by the state. Four
types of title for large scale operations are available:
o the prospecting permit;
o the exploration permit;
o the exploitation permit; and
o the mining concession.
After an exploration permit has been issued, the grantee and the state
enter into a negotiation for a mining agreement on a case by case basis, as the
law provides that most aspects of the mining investment are negotiable. An
exploration permit is granted for four years, and may be renewed for two
additional terms of three years each. An exploitation permit is granted for five
years and may be renewable for further periods of five years. It would generally
form the basis of a relatively small scale mining operations. A mining
concession is granted for 25 years, but may be renewed.
The royalty payable to the state is assessed on an ad valorem basis
ranging from 2% to 5% depending on the mineral being mined. In addition, the
state may participate to a maximum of 20% in the mining venture, of which 5% may
be on commercial terms.
The mining code guarantees the stability of the customs, tax and
foreign exchange regimes applicable at the time that the exploitation permit is
granted, and for the duration of the mining title.
TANZANIA
GENERAL INFORMATION
Tanzania is located in East Africa, bordering the Indian Ocean, between
Kenya and Mozambique. Covering an area of 945,100 square kilometers, it has a
population of 34.1 million growing at about 2.2 percent a year. The capital is
Dar es Salaam, but the legislative offices have been transferred to Dodoma,
which is planned as the new national capital. The National Assembly now meets
there on regular basis.
55
Tanzania achieved independence in 1961 with a severely underdeveloped
economy and extremely limited infrastructure. In an effort to create socially
equitable and rapid development, it became an early proponent of African
socialism, with nationalisation of banking, finance, industry and large-scale
trade, marketing through boards, and the resettlement of peasants in communal
villages. Tanzania was able to record progress in education and health but,
after an initial boom, the formal economic base shrank, production fell and the
parallel economy became a way of life. War with Uganda, decreases in commodity
prices and failures of the policy itself in economic terms, brought the country
to the verge of bankruptcy by the mid-1980's. Since 1986, however, new policy
directions and International Monetary Fund backed structural adjustment programs
have helped integrate the parallel economy and stimulate growth, which has been
ahead of population growth since 1986. Improvements in production and exports
have contributed to continued steady growth through the first half of the
1990's.
ECONOMIC
Tanzania is one of the poorest countries of the world and per capita
income in 2003 is estimated to be at about $277 per year. The economy is heavily
dependent on agriculture, which accounts for about 45 percent of gross domestic
product, provides 85 percent of exports, and is by far the largest employer.
Topography and climatic conditions, limit cultivated crops to only a small
fraction of the land area. Industry accounts for some 16 percent of gross
domestic product and is mainly limited to processing agricultural products and
light consumer goods. The mining sector, especially gold, has seen rapid
development and large foreign investment in recent years. A number of large
mines have recently started their operations making Tanzania a substantial gold
producer. Tourism has also shown significant growth in recent years. The service
sector and the informal sector are an increasingly important source of
employment.
The current government has focused on improving fiscal performance and
instituting structural reforms. These include building administrative capacity
for improving development management, maintaining a stable fiscal stance and
using public resources more efficiently, promoting the private sector by
deregulating investments, and divesting parastatals, providing greater support
for primary education and basic health care, and reducing allocations for low
priority activities, supporting the development of basic infrastructure,
especially to give impetus for rural agricultural development, and restructuring
the financial sector to respond to the needs of the private sector.
A combination of government-led reform and development assistance has
resulted in a real gross domestic product growth rate averaging about five
percent during the last five years. This is a strong result considering the
adverse weather conditions prevailing during that period and reflects
strengthened macroeconomic and structural fundamentals as well as a greater
flexibility of the economy in responding to shocks. Inflation, which was still
over 34 percent in 1995 has been reduced to under 4.5 percent in 2002. Real
gross domestic product growth was 5.8 percent in 2002 and is projected to
increase to 6 percent in 2003, with the agriculture and tourism sectors as the
driving forces.
POLITICAL
Tanzania became a republic in December 1962, one year after achieving
independence, and the direct presidential election brought Julius Nyerere to the
presidency. Three decades of one-party rule followed. Responding to pressure for
reform from within Tanzania as well among international donors, constitutional
changes permitting opposition parties were made in 1992 and resulted in a
multiparty system under which parliamentary and presidential elections were held
in October 1995 with 13 political parties.
Tanzania continues to enjoy political stability and has assumed a
leadership role in regional cooperation. The ruling Chama cha Mapinduzi Party
won both presidential and parliamentary elections in
56
1995 and 2000 with a wide margin over the opposition. The next elections are to
be held in 2005. The government has made efforts to fulfill its election pledge
to fight corruption and to continue policies emphasizing economic stability and
liberalization aimed at growth and poverty reduction.
INFRASTRUCTURE
Major road links are all-weather, but only 3,660 kilometers of the
55,550 kilometers of classified roads are paved. Approximately l,200 kilometers
are classified as highways, with 57% rated in good condition in 1994. Many roads
have been upgraded under a $750 million long-term World Bank road improvement
program begun in 1989. There are two railway systems, running on different
gauges. One links Dar es Salaam with northern Tanzania and Kenya, the other
links Dar es Salaam to Zambia. Tanzania's main ports are at Dar es Salaam,
Mtwara, Tanga and Zanzibar. There are international airports in Dar es Salaam,
Kilimanjaro and Zanzibar and over 50 local airports and airstrips. As Tanzania
is a very large country with a scattered population, air services have become
the most significant form of internal transport for official and business
travel. Air Tanzania Corporation, established in 1977, runs international
services and domestic flights to all main towns. Small planes, from charter
companies, fly to towns and to bush airstrips.
MINING
Gold, diamonds and gemstones are the most important minerals. Mining's
proportion of gross domestic product is rising with the absorption of the
parallel economy into the mainstream. Mining is also now attracting new foreign
interest. A number of positive measures have been taken to invigorate the
sector, including the introduction of the 1998 Mining Act.
MINING POLICY
Tanzania's government has recognized the need to put into place an
internationally competitive investment environment for the mineral sector. The
economic reforms and restructuring undertaken in Tanzania during the second half
of the 1980's and the 1990's have marked a clear shift in favor of private
sector development and market-orientated economic management. Consistent with
these reforms the government's role has shifted from that of operating mines to
that of providing clear policy guidelines, stimulating investment in mining and
providing support for investors.
Mineral rights in Tanzania are owned by the state and administered
through the Ministry of Energy and Minerals. The Mining Act, 1998, governs the
entire process from prospecting through to mining by administering the issue of
prospecting and mining licenses. The types of licenses available to large-scale
operators are the following:
o Prospecting license;
o Retention license;
o Mining license; and
o Mining license (gemstones).
The state is not entitled to a participation in the mining company or
mine resulting from the prospecting activities. Royalties are fixed at 3% of the
value of the material at the mine, which excludes transportation and refining
costs, except for diamonds, which is 5%. The Financial Laws (Miscellaneous
Amendments) Act 1997 has amended the Income Tax Act of 1973 to make specific
mining provisions applicable to mining operations.
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A prospecting license from the Department of Energy and Mines is
necessary to prospect in Tanzania. This license is valid for a period of 36
months and may be renewed for two periods of 24 months, effectively seven years
in all. Renewals are subject to the meeting of certain criteria. Thereafter, a
mining license which is valid for 25 years, renewable once for a further 25
years may be applied for. Provision is also made for a retention license to
cover those situations where conditions are not ripe for mining. A retention
license is available for five years and may be renewed once.
NEW BUSINESS
Our exploration teams continue to generate models and acquire ground
within our core areas of West, Central, and East Africa and elsewhere in the
world.
In Tanzania, we recently completed a comprehensive generative study of
the Archen Greenstone Belts forming the Lake Victoria Goldfields where over
forty million ounces of gold have been discovered in the last ten years. The
generative program involved integration of all remote sensing data, such as
airborne geophysics and landsat, with field information and knowledge of known
deposits to create geological models which in turn have defined priority areas
for acquisition. This technical program has been combined with a collaborative
exercise with the Tanzanian government to assist in the validation and
rectification of the mineral rights data base. Based on this work we have
decided to return to active exploration in Tanzania and have submitted eight
applications for prospecting licences covering a total area of 816 square
kilometers in the Musoma-Mara, Southern Lake Victoria and Nzega Greenstone
Belts.
We continue to review acquisition opportunities within our brownfield
areas of Mali West and Morila as well as assessing new countries that fit our
criteria for investment and host prospective Birrimian belts within West Africa.
Our project teams continue to monitor deposits of one million ounces or more and
we continually seek to diversify our geographical focus with the identification
of new geological terrains with definable risks in Africa, Eurasia and Eastern
Europe. In order to further extend our acquisition strategy, we have extended
our "risk/reward" classification to cover all areas of the globe and have
initiated generative studies in selected areas.
As a result, both of the active target generation as well as third
party submissions, we have carried out a significant number of detailed due
diligence investigations seeking acquisition targets that meet our criteria for
investment.
HUMAN RESOURCES
MANPOWER
A review of staffing was completed in all offices and operations during
the year. The exercise was carried out in preparation for the expected expansion
in operations during 2003 and the associated build-up of staffing levels. The
review process resulted in a reduction of staffing by 30%.
Following this reduction we had 120 employees, excluding Morila, in
Africa and Europe.
Following the closure of our exploration project in Burkina Faso and
the re-entry to Senegal, total exploration related staffing levels were reduced
during the year from 84 to 61 employees at December 31, 2002.
CORPORATE RELATIONS IN WEST AFRICA
Relationship building with governments, entrepreneurs, people living
close to our operations and, through the media, to the general public in the
countries in which we operate was intensified during the year. The strategy of
building partnerships remains, in our view, the best way for us to do business
and
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helps ensure that the development opportunities our activities present to the
countries of West Africa will be sustainable.
GROUP TRAINING AND DEVELOPMENT
As part of the implementation of a "Training and Development Needs
Analysis" exercise related to our strategy, several training and development
exercises were undertaken during the year. The emphasis was on management and
financial skills development.
REMUNERATION
The purpose of our remuneration policy is to:
o attract and retain talent of the highest quality; and
o motivate employees to achieve the level of performance
necessary to continue to create sustained growth in
shareholder value.
This is achieved in practice through a remuneration policy that is designed to:
o closely align individual and team reward with business
performance at each level;
o encourage employees to perform to their fullest capacities;
o encourage employees to align their interests with those of
shareholders;
o encourage managers to achieve business performance through
people and to assist them to recognise and reward superior
performance in both the short and long term;
o enable management to be locally focused and flexible within
defined parameters;
o pay competitive and affordable remuneration packages in each
of the employment markets in which we operate;
o maintain internal equity while giving due regard to market
requirements; and
o be perceived as fair by employees.
An annual salary review is conducted in October of each year. During
this review, we utilize information obtained from a comprehensive performance
management system, from the annual organizational climate audit and from
remuneration surveys.
INDUSTRIAL RELATIONS AND SOCIAL RESPONSIBILITY
A two-day national strike, called by the Section Nationale des Mines et
des Industries was observed by workers on the three largest mines in Mali,
including Morila, on October 8, 2002 and October 9, 2002. Our employees at Syama
and on our various exploration projects did not observe the strike call. Work
returned to normal at Morila following the stoppage and those union grievances,
where they related to the Morila operation, are being addressed with the full
co-operation of the union. Despite the strike industrial relations remained good
during 2002.
Due to the ongoing unrest in Cote d'Ivoire, our professional and
managerial Ivorian staff have been temporarily reassigned to operations in Mali
and Senegal. We assisted in the evacuation from
59
Korhogo to Abidjan of those employees who requested such evacuation. Several
employees have opted to remain in Korhogo. These employees are in contact with
our Abidjan office on a regular basis and report that they are safe.
SOCIAL RESPONSIBILITY
Several social development projects requested by local communities were
completed during the year. These projects include providing electricity to
villages, building schools, houses of worship, clinics and police stations,
providing medical equipment to local clinics and establishing an H.I.V./AIDS
awareness program. The total amount spent on these programs during the year
ended December 31, 2002 was approximately $500,000. We have also set up a trust
fund in the amount of $500,000 for community development.
REGULATORY AND ENVIRONMENTAL MATTERS
Our business 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 us to obtain permits issued by government agencies. Some
permits require periodic renewal or review of their conditions. We cannot
predict whether we will be able to renew those 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 we have exploration and mining permits have no established
environmental laws, we are currently working to ensure that our operations are
in compliance with environmental standards set by the World Bank in relation to
air emissions and water discharges. Our activities are also subject to
government regulations relating to mine safety, occupational health, labor
standards, prospecting, exploration, production, exports and taxes. Although we
believe that we are in compliance with these laws, regulations, and requirements
with respect to our properties, any failure to comply 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. In accordance with
our stated policy, we accrue estimated environmental rehabilitation costs based
on the net present value of future rehabilitation cost 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 are capitalized to mining assets against an
increase in rehabilitation provision.
MINERAL RIGHTS
Although we believe that our exploration permits will be renewed when
they expire, based on the current applicable laws in the respective countries in
which we have obtained permits, we cannot assure you that those permits will be
renewed on the same or similar terms, or at all. In addition, although the
mining laws of Mali, Cote d'Ivoire, Senegal and Tanzania provide a right to mine
should an economic orebody be discovered on a property held under an exploration
permit, we cannot assure you that the relevant government will issue a permit
that would allow us to mine. All mineral rights within the countries in which we
are currently prospecting are state-owned. Our interests effectively grant us
the right to develop and participate in any mine development on the permit
areas.
ENVIRONMENTAL MATTERS
The major liabilities for environmental rehabilitation relate to the
Syama and Morila mines in Mali. Although limited environmental rehabilitation
regulations exist in Mali, management has adopted a responsible rehabilitation
program following the standards set by the World Bank.
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MARKETING
We derive the majority of our income from the sale of gold produced by
Morila in the form of dore, which we sell 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, we receive the ruling gold price on the day
after dispatch, less refining and freight costs, for the gold content of the
dore gold. We have only one customer with whom we have an agreement to purchase
all of our gold production. The "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.
PROPERTY
Our operational mining area is comprised of Morila operations of 200
square kilometers. We also have a discontinued mining operation, Syama mine,
which is 191 square kilometers. Our exploration permits are detailed above.
Effective on October 1, 1997, we entered into a service agreement with
Randgold & Exploration. Under the terms of the service agreement, Randgold &
Exploration provides office accommodations, payroll administration and other
services from their base for our staff. On April 1, 1999, we amended the service
agreement to provide for reimbursements based upon expenses incurred. On
February 2, 2003, we entered into a new services agreement with Randgold &
Exploration. The cost of the services under the services agreement is
approximately $55,000 per month, subject to review and negotiation on a
quarterly basis.
Reimbursements for fiscal 2002 amounted to $0.1 million. Under the new
agreement, the fees payable to Randgold & Exploration are as follows:
o The salaries for Randgold & Exploration employees will be
charged to us at cost plus 5%;
o Office rent will be $5,890; and
o All other expenses will be charged to us at cost.
We also lease offices in Dakar, Abidjan, Bamako and Jersey.
LEGAL PROCEEDINGS
The dispute with Rolls-Royce relating to the failure of the Syama power
plant, which it acquired on a 10 year finance lease agreement dated February 25,
2000 was settled out of court in December 2002. In terms of the settlement
reached, Syama has agreed to pay Rolls-Royce $5.3 million for the balance of the
plant and Rolls-Royce has withdrawn all claims and litigation against Syama, us
and Randgold & Exploration. Syama paid an amount of $2.7 million to Rolls-Royce
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 to bid
on providing power to future projects at Loulo and Tongon.
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.
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HEALTH AND SAFETY REGULATIONS
Morila has an Hygiene and Security Committee made up of elected labor
and specialist management representatives, as outlined in the respective labor
code. This committee designates, from its members, a consultative technical
sub-committee charged with the elaboration and application of a concerted policy
of improvement of health and security conditions at work. Its composition,
attributions and operational modalities are determined by legal provisions and
regulations.
The chairman of this committee coordinates monthly committee meetings,
sets the agendas with his secretariat, monitors resolutions and signs off on
committee determinations.
The committee's secretariat ensures under the supervision of the
chairman that:
o follow-up activities such as action resulting from the regular
surveys and inspections are carried out; and
o health and safety manuals and updates are distributed, posters
are posted on notice boards and safety committee minutes and
reports are distributed.
Morila's medical officer sits on the Hygiene and Security Committee and
advises on the following:
o working conditions improvements;
o general hygiene on the operation;
o ergonomics;
o protection of workers safety in the workplace; and
o medical checks and eye and ear testing.
The Hygiene and Security Committee forms, from within its membership,
two consultative commissions, the Commission of Inquiry and the Educational
Commission. The Commission of Inquiry:
o investigates accidents and makes recommendations to avoid
repetitions;
o ensures plant, machinery and equipment have adequate
protection to avoid injury; and
o updates and revises safety and health manuals.
The Educational Commission:
o provides information and training on safe practices and
potential risks;
o provides first aid training;
o administers and promotes the safety suggestion scheme; and
o explains, where necessary, the contents of the safety and
health manual.
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All employees are covered by the state's social security scheme and our
medical reimbursement scheme, that reimburses a large portion of expenses
related to medical treatment and medicines. Dental and optical expenses are also
covered to 50%.
C. ORGANIZATIONAL STRUCTURE
The following chart identified our subsidiaries and our percentage
ownership in each subsidiary:
RANDGOLD
RESOURCES
LIMITED(1)
100% 100% 100% 100% 100% 100%
MINING RANDGOLD RANDGOLD RANDGOLD RANDGOLD RANDGOLD
INVESTMENTS RESOURCES RESOURCES RESOURCES RESOURCES RESOURCES
JERSEY (COTE D'IVOIRE)(1) (MALI) (SENEGAL) (SOMILO) (SOMISY)
LIMITED(1) LIMITED(1) LIMITED(1) LIMITED(1) LIMITED(1)
50% 100% 100% 80% 80%
MORILA RANDGOLD RANDGOLD SOCIETE DES SOCIETE DES
LIMITED(1) RESOURCES RESOURCES MINES DE MINES DE
COTE D'IVOIRE (MALI) LOULO SA(2) SYAMA SA(2)
SARL(3) SARL(3)
80% 100%
SOCIETE DES RANDGOLD
MINES DE RESOURCES
MORILA SA(3) TANZANIA (T)
LIMITED (4)
(1) Incorporated in Jersey, Channel Islands
(2) Incorporated in Mali
(3) Incorporated in Cote d'Ivoire
(4) Incorporated in Tanzania
D. PROPERTY, PLANTS AND EQUIPMENT
For a discussion of our principal properties, including mining rights
and permits, see Item 4A. Information about the Company - History and
Development of the company and Item 4B. Information about the Company - Business
Overview. We have all material legal rights necessary to entitle us 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, and Loulo in Mali to 2029.
The exploration permits in Cote d'Ivoire, Mali and Senegal give us the
exclusive right for a fixed time period, which is open to renewal, to prospect
on the permit area.
Once a discovery is made, we, as the permit holder, then commence
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 other, but the critical areas which can be
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agreed to are the government's interest in the mine, taxation rates,
repatriation of profits and the employment of expatriates and local labor.
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 Item 3 Key Information-D.
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
We earn all of our revenues in U.S. dollars and the majority of our
transactions and costs are denominated or based in U.S. dollars. We also have
South African Rand and Communaute Financiere Africaine franc denominated costs,
primarily wages and local material purchases.
CHANGE IN ACCOUNTING POLICY
With effect from January 1, 2001, we adopted International Accounting
Statement 39 or IAS 39, Financial Instruments: Recognition and Measurement. IAS
39 establishes accounting and reporting standards for derivative instruments and
for hedging activities.
Previously, gains and losses on derivative instruments, which
effectively establish minimum prices for designated future production, were
recognized in revenue when the planned production was delivered. Derivatives
that were not designated to future production or did not establish minimum
prices were accounted for on a mark-to-market basis and the associated gains or
losses were recognized in the results.
Some of the Morila and Syama derivative instruments qualified for hedge
accounting under the IAS 39 hedge accounting requirements with the result that a
$2.4 million increase in reserves was recorded at January 1, 2001, to record on
balance sheet the fair value of those derivatives which qualify for hedge
accounting. The balance of the Syama and Morila derivative instruments which did
not qualify for hedge accounting are accounted for on a mark-to-market basis. A
decrease in accumulated losses of $0.5 million was recorded on the balance
sheet, that being the fair value of those derivative instruments which do not
qualify for hedge accounting.
IMPACT OF MALIAN ECONOMIC AND POLITICAL ENVIRONMENT
Our 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, as discussed under Item 3. Key
Information-D. Risk Factors--Risks Relating to Our Business.
IMPACT OF FAVORABLE TAX TREATIES
We are a Jersey incorporated company and are not subject to income
taxes in Jersey.
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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
During June 2000, we sold 50% of our interest in Morila Limited to
AngloGold for $132 million. The cash received from the disposal enabled us to
restructure our balance sheet and repay some of our loans. Morila Limited owns
80% of Morila SA, which owns Morila. The impact of the disposal is that we will
now only share in 40% of the profits of Morila and we have a joint venture
partner who will share the cost of funding any further Morila expansion
projects.
IMPACT OF DISCONTINUATION OF OPERATIONS AT THE SYAMA MINE
In January 2001, we announced the suspension of mining operations at
the Syama mine 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, the Syama operation continued to
process stockpiled ore, realized revenues of $16.7 million and recorded a net
loss of $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. We 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 had 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, our projected levels of
production were significantly lower, and our projected costs were significantly
higher, than the amounts projected in our 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.
We were 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 our management that the decision to contract
Rolls-Royce power did not resolve Syama's power issues, we rescinded our
agreement with Rolls-Royce. The number 1 Allen engine was never commissioned and
failed during its trial in April 2001.
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All gold production activities have now ceased and the Syama mine has
been placed on a care and maintenance program. We also substantially closed out
the Syama hedge book in May 2001, and used the proceeds, together with other
funds of ours, to repay a loan from the International Finance Corporation. This
loan repayment will reduce our interest expense in future years.
The discontinuation of the Syama operation required us to incur
retrenchment costs in terminating the workforce and write down the remaining
mine assets to their salvage value. The discontinuation also frees up some of
our 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 the Syama mine 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
management to recommend the cessation of mining operations while continuing to
process economic ore stockpiles. Management considered several options to
support the continuation of operations at the mine, all of which proved
uneconomical at the then prevailing gold price.
On April 16, 2003 we entered into a heads of agreement with Resolute.
Under this agreement we have given Resolute a 12 month option to acquire our
entire interest in our wholly-owed 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 accept $7.0 million
of Syama's liabilities. During the option period, Resolute will pay us option
fees of $75,000 per month.
REVENUES
Substantially all of our revenues are 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.
We follow a hedging strategy the aim of which is to secure a floor
price which is sufficient to protect us in periods of capital expenditure and
debt finance, while at the same time allowing significant exposure to the spot
gold price. We have made use of hedging arrangements in two instances. In terms
of both the Syama and Morila loans, we were required to hedge fifty percent of
Syama mine's first three years production and approximately thirty six percent
of Morila's first five years of production. We also substantially closed out the
Syama hedge book in May 2001, with the final closing out in 2002. The effect of
the final closeout was to crystallize a loss of $1.8 million on the uncovered
call options for Syama. The loss was converted to a loan with the banks and is
payable in equal monthly installments in 2004.
Significant changes in the price of gold over a sustained period of
time may lead us to increase or decrease our production, which could have a
material adverse impact on our revenues.
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 during the years ended December 31, 2002, 2001 and 2000.
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YEAR ENDED DECEMBER 31,
---------------------------------------
2002 2001 2000
-------- -------- --------
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 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 other IAS or U.S. GAAP measures or 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 our calculation 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:
o an indication of a company's profitability and efficiency;
o the trends in costs as the company's operations mature;
o 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 tonnes 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
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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 now be
charged to total cash costs. The reduction of yields associated with ore
produced in these later years will, however, result in reduced margins.
Our operations currently comprise one open pit operation mined by
contractors. Milling operations are undertaken by the mine. Total cash costs in
the year ended December 31, 2002 made up approximately 85% of total costs and
comprised mainly mining and milling costs, including, labor and consumable
stores costs. Consumable stores costs include diesel and reagents costs.
Contractor costs represented 33% of total cash costs, with diesel and reagent
costs making up 34% of total cash costs. Direct labor costs accounted for
approximately 12% of total cash costs.
The price of diesel acquired for the Morila operation has increased in
the year ended December 31, 2002 which impacted negatively on the total cash
costs. Should these prices increase further, this could impact significantly on
total cash costs, mainly as a result of the high volume of diesel consumed to
generate power and to run the mining fleet.
The remainder of our total costs consists primarily of amortization and
depreciation exploration costs, interest expense and general and administration
or corporate charges.
At the end of the three-year duty exemption period, which ends on
November 1, 2003, duties will become payable in accordance with the Malian duty
regime on all imported goods. On average, it is anticipated this will have the
effect of increasing the costs of imported goods by 7%, which equates to an
overall increase of 1% on total costs. Furthermore, costs will increase as the
depth of mining increases.
A. OPERATING RESULTS
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
REVENUES
Total revenues increased by $47.2 million, or 53.9%, from $87.5 million
for the year ended December 31, 2001 to $134.7 million for the year ended
December 31, 2002.
PRODUCT SALES
From the year ended December 31, 2001 to the year ended December 31,
2002, gold sales revenues increased by $47.2 million, or 56.1%, from $84.2
million to $131.4 million. Higher grades from Morila, which completed its second
full year of production in 2002, as well as the cessation of operations at Syama
at the end of 2001 contributed to the increase in our revenues
Our share of gold sales increased by 122,751 ounces, or 41.1% from
298,375 ounces in the year ended December 31, 2001 to 421,126 ounces in the year
ended December 31, 2002. This was mainly
68
attributable to the high grades encountered at Morila during the second half of
2002. The average sales price of gold per ounce was $308 in the year ended
December 31, 2002 as compared with $268 in the year ended December 31, 2001.
INTEREST INCOME
Interest income amounts consist primarily of interest received on cash
held at banks. Interest income of $0.2 million for the year ended December 31,
2002 reflected interest earned on our cash balances during the year. The $2.3
million for the year ended December 31, 2001 reflected interest earned on our
higher average cash balances during that year as a result of the income cash
generated from the June 2000 sale of 50% of our indirect 80% interest in Morila.
EXCHANGE GAINS
The exchange gains for the year ended December 31, 2002 of $2.4 million
relate primarily to the Morila operation, with the exchange gains of $0.4
million for the year ended December 31, 2001 being attributable to the Syama
operation.
OTHER INCOME
Other income of $0.5 million for the year ended December 31, 2002
consists mainly of fees receivable compared to $0.6 million for the year ended
December 31, 2001.
COSTS AND EXPENSES
TOTAL CASH COSTS
The following table sets out our total ounces produced and weighted
average total cash cost per ounce for the years ended December 31, 2002 and
2001:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
2002 2001
-------------------------- -------------------------
OUNCES $ PER OUNCE OUNCES $ PER OUNCE
--------------------- --------- ------------- -------- -------------
Morila (40% share)... 421,126 74 252,660 102
Syama (80% share).... - - 45,715 433
Weighted average..... 421,126 74 298,375 153
From the year ended December 31, 2001 to the year ended December 31,
2002, our weighted average total cash cost per ounce decreased $79 per ounce, or
51.6%, from $153 per ounce to $74 per ounce. The decrease is largely due to the
lower production costs at Morila resulting from high grades in the second half
of 2002 and the phasing out of the high-cost Syama production.
TRANSFER TO DEFERRED STRIPPING COSTS
The increase in the transfer to deferred stripping costs of $3.0
million or approximately 150% from $2.0 million for the year ended December 31,
2001 to $5.0 million for the year ended December 31, 2002, was due to waste
stripping being in excess of the life of the mine estimated stripping ratio.
69
DEPRECIATION AND AMORTIZATION
Depreciation and amortization charges increased by $1.7 million, or
23.5% from $7.1 million for the year ended December 31, 2001 to $8.8 million for
the year ended December 31, 2002. The increase was mainly due to the
capitalization of additional balances of plant equipment associated with the
finance leases at the start of the year. Depreciation and amortization in the
year ended December 31, 2002 was largely related to Morila assets. There was no
depreciation and amortization charge for the Syama mine as all assets had been
impaired in previous years.
INTEREST EXPENSE
Interest expense for the year ended December 31, 2002 was $3.7 million
and comprised interest on our attributable share of the Morila project financing
facility as well as the $35 million syndicated loan and revolving credit
facility, which was repaid during the year.
Interest expense for the year ended December 31, 2001 was $4.1 million
and comprised interest on our attributable share of the Morila project financing
facility as well as the $35 million syndicated loan and revolving credit
facility, which was drawn down during the year.
LOSS/(GAIN) ON FINANCIAL INSTRUMENTS
The loss on financial instruments of $0.3 million for the year ended
December 31, 2002 represents the change in the mark-to-market, between December
31, 2001 and 2002, for those financial instruments that did not qualify for
hedge accounting.
The balance of the Syama hedge comprising outstanding call options
which had been sold at a price of $353 per ounce over 148,500 ounces was closed
out in the year.
We had a gain on financial instruments of $7.4 million for the year
ended December 31, 2001. Of that amount, $1.7 million of the gain on financial
instruments related to Syama instruments that did not qualify for hedge
accounting and $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.
Morila has entered into gold forward sales and gold option trades to
support the financing of the project. These obligations of Morila are
non-recourse to us and are margin free.
ROYALTIES
Royalties increased by $3.4 million, or 59%, from $5.8 million for the
year ended December 31, 2001 to $9.2 million for the year ended December 31,
2002. The increased royalties reflect increased gold sales.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative costs comprise various expenses associated
with providing administration support services to the Morila and Syama mines.
These charges decreased to $4.1 million for the year ended December 31, 2002
from $11.2 million for the year ended December 31, 2001 reflecting the placing
of Syama on full care and maintenance in December 2001.
70
EXPLORATION AND CORPORATE EXPENDITURE
Exploration and corporate expenditures were $16.7 million for the year
ended December 31, 2002 and $9.2 million for the year ended December 31, 2001.
This increase largely reflects activities which are focused on the defining of
additional mineralized materials and converting them to reserve ounces, in
particular for our Loulo project, and additional drilling programs on the Tongon
project, as well as ongoing exploration and new business activities. The
increase is primarily due to extensive drilling in Mali and Cote d'Ivoire as
well as costs associated with the $35 million syndicated corporate facility
which was repaid in November 2002. These costs were being amortized over the
life of the loan and once the loan was paid off the full amount of the fees and
political risk insurance associated with the loan were expensed immediately.
EXCHANGE LOSSES
The exchange losses for the year ended December 31, 2002 of $1.9
million and $1.3 million for the year ended December 31, 2001 relate primarily
to Morila and Syama and result from the weakening of the U.S. dollar against
other currencies in which goods and services are denominated.
OTHER EXPENSES
Other expenses of $5.7 million for the year ended December 31, 2002
comprise operational and other costs associated with the care and maintenance of
Syama plus a provision for doubtful debts. Other expenses for the year ended
December 31, 2001 of $3.6 million comprise operational and other costs
associated with the care and maintenance of Syama.
MINORITY INTERESTS
The minority interest for the years ended December 31, 2002 and 2001
represents the net of the 20% and 25% respectively minority share of the losses
in the Syama mine and the 20% minority share of losses on the Loulo project.
YEARS ENDED DECEMBER 31, 2001 AND 2000
REVENUES
Total revenues decreased by $113.9 million, or 56.6%, from $201.4
million for the year ended December 31, 2000 to $87.5 million for the year ended
December 31, 2001. The revenues for the year ended December 31, 2000 included
the $125 million profit on the sale of 50% of our interest in Morila.
PRODUCT SALES
From the year ended December 31, 2000 to the year ended December 31,
2001, gold sales revenues increased by $20.4 million, or 32.0%, from $63.8
million to $84.2 million. The increase in our revenues is attributable to
increased production from Morila which completed its first full year of
operations in the year ended December 31, 2001, offset by decreased production
from curtailed operations at Syama.
Our share of gold sales increased 115,120 ounces, or 62.8%, from
183,255 ounces in the year ended December 31, 2000 to 298,375 ounces in the year
ended December 31, 2001. The average sales price of gold per ounce was $268 in
the year ended December 31, 2001 as compared with $283 in the year ended
December 31, 2000.
71
INTEREST INCOME
Interest income amounts consist primarily of interest received on cash
held at banks. Interest income of $2.3 million for the year ended December 31,
2001 reflected interest earned on our higher average cash balances during the
year as a result of the income cash generated from the June 2000 sale of 50% of
our indirect 80% interest in Morila.
PROFIT ON SALE OF INTEREST IN MORILA
On July 3, 2000, we sold 50% of our interest in Morila to AngloGold for
a cash receipt of $132 million, resulting in a profit of $125 million.
EXCHANGE GAINS
The exchange gains for the year ended December 31, 2001 of $0.4 million
relate primarily to the Syama operation, with the exchange gains of $8.6 million
for the year ended December 31, 2000 being attributable to the repayment of the
bridging finance loan from Barnato Exploration Limited, or Barnex, which was
Rand denominated, as well as exchange gains related to the Syama debt.
OTHER INCOME
Other income consists primarily of fees receivable for the years ended
December 31, 2001 and 2000.
COSTS AND EXPENSES
TOTAL CASH COSTS
The following table sets out our total ounces produced and weighted
average total cash cost per ounce for the years ended December 31, 2001 and
2000:
YEAR ENDED DECEMBER 31,
-------------------------------------------------------
2001 2000
-------------------------- -------------------------
OUNCES $ PER OUNCE OUNCES $ PER OUNCE
--------------------- --------- ------------- -------- -------------
Morila (40% share)..... 252,660 102 56,646 (1) 88
Syama (80% share)...... 45,715 433 126,609 337
Weighted average....... 298,375 153 183,255 260
(1) Includes our attributable portion of two months production at Morila
which commenced production in October 2000.
From the year ended December 31, 2000 to the year ended December 31,
2001, our weighted average total cash cost per ounce decreased $107 per ounce,
or 41.1%, from $260 per ounce to $153 per ounce. The decrease is largely due to
the phasing out of the high-cost Syama production and the first full year of
lower cost Morila production.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization charges decreased by $5.1 million, or
41.8%, from $12.2 million for the year ended December 31, 2000 to $7.1 million
for the year ended December 31, 2001.
72
Depreciation and amortization in the year ended December 31, 2001 was largely
related to Morila assets. There was no depreciation and amortization charge for
the Syama mine as all assets had been impaired in previous years.
The depreciation and amortization charge for the year ended December
31, 2000 reflected depreciation and amortization of the Syama assets, and a
small portion of which related to our share of Morila, which commenced
production in October 2000.
INTEREST EXPENSE
Interest expense for the year ended December 31, 2001 was $4.1 million
and comprised interest on our attributable share of the Morila project financing
facility as well as the $35 million syndicated loan and revolving credit
facility, which was drawn down during the year.
Interest expense of $14.9 million during the year ended December 31,
2000 consists primarily of $9.3 million relating to the Barnex bridging finance
loan (including extension fees), $2.2 million interest on overdraft balances,
and $2.8 million relating to the Syama and Morila loans as well as outside
shareholder loans for Somisy and Somilo.
GAIN ON FINANCIAL INSTRUMENTS
We had a gain on financial instruments of $7.4 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. The part
of the hedge that was not closed out was outstanding call options sold at a
price of $353 per ounce over 148,500 ounces in aggregate.
Morila has entered into gold forward sales and gold option trades to
support the financing of the project. Morila would be liable to be called for
margin if the gold price exceeded $385 per ounce, assuming that U.S. interest
rates, gold lease rates and gold price volatility remained constant at current
rates. These obligations of Morila are non-recourse to us. However, if Morila
were unable to meet margin calls made against it, its hedge counterparties would
be able to exercise the security they hold in respect of Morila's assets, should
they so decide.
ROYALTIES
The increased royalties largely reflected increased gold sales in the
year ended December 31, 2001.
EXCHANGE LOSSES
The exchange losses for the year ended December 31, 2001 of $1.3
million and $1.1 million for the year ended December 31, 2000 relate primarily
to Syama.
73
OTHER EXPENSES
Other expenses of $3.6 million for the year ended December 31, 2001
comprise operational and other costs associated with the care and maintenance of
Syama. Other expenses for the year ended December 31, 2000 of $6.2 million
include expenses related to professional services provided on the sale of
Morila, fees associated with various restructuring efforts and capital raising
fees for bridging finance loan from Barnex.
MINORITY INTERESTS
The minority interest for the years ended December 31, 2001 and 2000
and for the nine months ended December 31, 1999 represents the net of the 25%
minority share of the losses in the Syama mine and the 20% minority share of
losses on the Loulo project.
B. LIQUIDITY AND CAPITAL RESOURCES
CASH RESOURCES
OPERATIONS
Net cash provided by operations was $70.6 million for the year ended
December 31, 2002 and $21.3 million for the year ended December 31, 2001. The
$49.3 million increase was due to the higher attributable earnings from Morila
resulting from the processing of exceptionally high grade ore during the second
half of 2002.
Net cash provided by operations was $21.3 million in the year ended
December 31, 2001 as compared to net cash utilized by operations of $33.5
million for the year ended December 31, 2000. The increase of $54.8 million
resulted from cash generated by the operations before tax and working capital
changes of $23.7 million, as well as a decrease in receivables for the year
ended December 31, 2001, as a result of decreases in taxation debtors, fuel and
gold sale debtors.
INVESTING
Investing activities for the year ended December 31, 2002 utilized $5.5
million as compared to $14.0 million utilized for the year ended December 31,
2001. The December 31, 2002 year represents ongoing capital expenditure at
Morila that began in 2001, the last of the capital expenditure relating to the
development program of Morila.
Net cash utilized in investing activities was $9.5 million in the year
ended December 31, 2001 as compared to net cash generated of $64.9 million in
the year ended December 31, 2000. The figures for the year ended December 31,
2000 contain $132.0 million cash proceeds on the sale of 50% of our interest in
Morila, $65.9 million of which was used to fund the construction and development
of Morila. The $9.5 million net cash outflow in the year ended December 31, 2001
comprises $8.3 million spent on capital projects at Morila and $3 million spent
on the Syama power plant, offset by Syama asset sales which realized $2.4
million.
FINANCING
Net cash utilized by financing activities decreased by $51.9 million
from $64.1 million for the year ended December 31, 2001 to $12.2 million for the
year ended December 31, 2002. The net cash utilized in the year ended December
31, 2002 of $12.2 million related mainly to our public offering of ordinary
shares which was offset by the settling of the $33 million under the syndicated
term loan and
74
revolving credit facility and part of the Morila Loan. The net cash utilized for
the year ended December 31, 2001 included a $81.3 million share repurchase
during the third quarter of the year and the settling of the $15 million Syama
loan which was offset by borrowing of $33 million under a syndicated term loan
and revolving credit facility.
Net cash utilized in the year ended December 31, 2001 was $64.0 million
as compared to $27.8 million generated in the year ended December 31, 2000. The
increase in cash utilized was primarily due to our $81.3 million share
repurchase during the third quarter of the year and the settling of the $15
million Syama loan which were offset by borrowings of $33.0 million under a
syndicated term loan and revolving credit facility.
ENVIRONMENTAL LIABILITIES
Our significant liabilities for environmental rehabilitation relate to
the Syama and Morila mines in Mali. Currently, limited environmental
rehabilitation regulations exist in Mali. We have 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 our 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 our 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.
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 ensure the facility has an established fail safe
point, below the main dam wall height, to preserve the
integrity of the facility;
o dismantling to ground level of the process plant, 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 pollutant
exceed reasonable levels, until the pollution effect
diminishes to an acceptable level; and
75
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.
We are required to monitor the facilities at the Syama mine until we
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, we will monitor for
potential contamination until we are 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 we decide to permanently
close Syama, we 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, we have 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 our 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.
CREDIT AND LOAN FACILITIES
In September 2001, we 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 our 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, we 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 our operations, the revolving credit facility was never used and
the facility was cancelled in April 2003.
On April 7, 2000, we concluded a $90 million loan with a consortium of
financial lenders led by NM Rothschild for the development of Morila. We refer
to this loan 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,
we have pledged our interest in Morila Limited and related assets and the Morila
joint venture has
76
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 our business activities and business activities of the Morila joint
venture and Morila, the maintenance of minimum net worth and debt coverage
ratios, and our ability, and the ability of our subsidiaries and Morila and the
Morila joint venture, to incur debt. We are 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 our 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.
Our attributable share of the Morila Loan at December 31, 2002 amounted
to $14.5 million. It is non-recourse to us.
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. Our attributable share of this finance lease
amounted to $7.6 million at December 31, 2002. Together with AngloGold, we have
guaranteed the repayment of the lease.
Somisy and Randgold Resources Mali SARL, our subsidiaries, 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, we 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 us that amount on a pre-agreed payment
schedule requiring us 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%.
77
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%.
CORPORATE, EXPLORATION, DEVELOPMENT AND NEW BUSINESS EXPENDITURES
Our expenditures on corporate, exploration, development and new
business activities for the past three years are as follows:
YEAR ENDED DECEMBER 31,
------------------------------------------------------------
AREA 2002 2001 2000
---------------------------------- --------------- ---------------------- ----------------
(DOLLARS IN THOUSANDS)
Africa General.................... 239 262 348
Burkina Faso...................... 944 637 1,112
Mali.............................. 8,521 5,082 5,991
Tanzania.......................... - - -
Cote d'Ivoire..................... 5,190 2,781 2,929
Senegal........................... 1,791 424 351
Total exploration cost............ 16,686 9,187 10,731
During the year, we completed drilling programs in Tongon, Loulo and
Burkina Faso as well as acquired new opportunities in the Morila region, Senegal
and Tanzania. During the year ended December 31, 2001, we completed further
drilling at Tongon, drilling of orebody extensions at Loulo and follow-up
drilling programs in Burkina Faso. Our expenditures in the year ended December
31, 2000 included completion of all feasibility drilling at Morila and the
commencement of drilling at Tongon.
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
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:
1 YEAR 1-5 YEARS AFTER 5 YEARS TOTAL
----------- ----------- ----------------- --------
CONTRACTUAL OBLIGATIONS (DOLLARS IN THOUSANDS)
---------------------------------------------
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, by way of
internal sources and banking facilities, are sufficient to fund our currently
foreseeable future business requirements.
78
CRITICAL ACCOUNTING POLICIES
Our significant 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.
Our significant accounting policies include those discussed below.
JOINT VENTURE ACCOUNTING
We account for our investment in joint ventures under the benchmark
treatment for joint ventures, which involves the incorporation of our
proportionate share of the joint ventures' assets, liabilities, income expenses
and cash flows and which are incorporated in the consolidated financial
statements under appropriate headings. Should this method of accounting not be
permitted in the future, the results of each joint venture would need to be
equity accounted. This would require the recognition in the income statement, on
a separate line, of our share of the joint ventures' profit or loss for the
year. Our interest in the associate would be carried on the balance sheet at an
amount which would reflect its share of the net assets of the joint venture.
This would result in a presentation of our balance sheet and income
statement that differs significantly from the current presentation, but would
have no impact on our net income or our net asset value.
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 our 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 our 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 our consolidated financial
statements.
VALUATION OF LONG-LIVED ASSETS
Management annually reviews the carrying value of our long-lived mining
assets to determine whether their carrying values, as recorded in our
consolidated financial statements, are appropriate. In determining if the asset
can be recovered, we compare the value in use amount to the carrying amount. If
the carrying amount exceeds the value in use amount, we 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.
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
79
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 value in use
amount.
In 1999, we 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 cash flows were discounted using 8% which
represents our borrowing rate adjusted for the risks related to this project.
Based on these assumptions, we determined the value in use amount 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
we concluded that the value in use amount 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
We provide for environmental rehabilitation costs and related
liabilities based on our 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 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 management determines that an insufficient rehabilitation provision
has been created, earnings will be adjusted as appropriate in the period that
the determination is made.
DEFERRED STRIPPING
We defer 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 tonne to be mined, will therefore
result in a change of the expected pit life average stripping ratio, which will
impact prospectively on amounts
80
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, thus impacting negatively upon earnings. The opposite is true when
the expected pit life average 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.
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. We have determined that the adoption of FAS
143 will not have a material impact on our 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. We have determined that the adoption of SFAS 145 will not have a
material impact on our 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. We have
determined that the adoption of SFAS 146 will not have a material impact on our
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. We
have adopted the disclosure provisions of paragraph 2(e) of SFAS 148, and as we
will continue to apply APB 25 and its related interpretations in accounting for
our stock option plan SFAS 148 will have no impact on our 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. 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. We have determined that FIN 45 will have no impact on our
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.
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. We have determined that FIN 46
will have no impact on our results of operations and financial position as we
are not a party to any transactions with variable interest entities.
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 are subject to the movement in gold prices. In
the past fiscal year, the general trend has been upwards and this has had an
impact on revenues. 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 U.S. 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 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.
81
In 2000, the introduction of the euro removed the German Deutschmark as
one of the traditional reserve currency alternatives. The euro steadily devalued
after its introduction and has traded in a range of +/-- 10% below its 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 being 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 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.
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 be 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 1990's, the later 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 major official 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 affect 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. In contrast, economic uncertainty
and the threat of war on Iraq resulted in a rapid increase in the price of gold
towards the end of 2002.
82
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 of gold in U.S. dollars for the past ten years. On December
31, 2002, the afternoon fixing price of gold on the London Bullion Market was
$347 per ounce.
PRICE PER OUNCE ($)
----------------------------------------------------
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
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Our Articles of Association provide that the board must consist of no
less than two and no more than 20 directors at any time. The board currently
consists of 11 directors.
Our Articles of Association provide that any new director should be
reelected 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 Companies (Jersey) Law, 1991. Messrs. Asher and Cramer's
positions as non-executive directors were the subject of an ordinary resolution
at the annual general meeting held on May 5, 2003, as requested by our Articles
of Association.
According to the Articles of Association, the board meets at intervals
determined by the board from time to time.
The address of each of our executive directors and non-executive
directors is the address of our principal executive offices, La Motte Chambers,
La Motte Street, St. Helier, Jersey, JE1 1BJ, Channel Islands.
EXECUTIVE DIRECTORS
Roger A.R. Kebble (63) Executive Chairman. Mr. Kebble was appointed a
director in August 1995 and Executive Chairman in March 1998. He has 40 years of
experience in the mining industry. Mr. Kebble is currently the Chairman of
Randgold & Exploration, JCI Limited and Western Areas Limited, all of which are
public gold mining companies in South Africa. Mr. Kebble is the father of R.
Brett Kebble, one of our non-executive directors. On June 30, 2002, Mr. Kebble,
resigned as a director of Durban Roodepoort Deep Limited, or DRD, a South
African company. Management of DRD has instituted legal proceedings alleging
that while Mr. Kebble was chairman of DRD, he benefited from transactions
involving payments to a close corporation, Skilled Labour Broker CC, of which he
was a
83
member, which was not disclosed to DRD. Mr. Kebble has disputed the claims. A
further hearing on this matter 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
Limited, Mr. R. Brett Kebble, Hendrik 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 Mining Limited, Randgold & Exploration, Free State
Development and Investment Corporation Limited and Barnato Exploration Limited,
towards the end of 1999. The action is being defended.
D. Mark Bristow (44) Chief Executive Officer. Dr. Bristow was appointed
a director in August 1995 and Chief Executive Officer in October 1995. He has 21
years of experience in the mining industry.
Roger A. Williams (39) Finance Director. Mr. Williams was appointed
Finance Director in April 2002. He has 15 years of experience in finance of
which the last 6 years were spent with us.
NON-EXECUTIVE DIRECTORS
David Ashworth (58) Non-Executive Director. Mr. Ashworth was appointed
a director in August 1995. He has 23 years of experience in the mining industry.
Mr. Ashworth retired as financial director on April 29, 2002 and became a
non-executive director. He is also a director of Randgold & Exploration.
Bernard H. Asher (66) Non-Executive Director; Chairman of the audit
committee and Member of the remuneration committee. Mr. Asher was appointed a
director in June 1997. He is chairman of the UK-listed mining and investment
company Lonrho Africa plc, vice-chairman of the Court of Governors of the London
School of Economics and of the UK insurance group Legal & General Group plc, and
a director of Morgan Sindall plc, a construction brands company. Until February
1998, Mr. Asher served as an executive director of HSBC Holdings plc and also
served as a chairman of its subsidiary, HSBC Investment Bank plc.
Jean-Antoine Cramer (71) Non-Executive Director; Member of the audit
committee. Mr. Cramer was appointed a director in June 1997. Mr. Cramer was
senior partner in Cramer & Cie, a Geneva portfolio management company and was
president of the Corporate Association of Geneva Investment Managers and
lectures on various topics relating to politics and economics.
Robert I. Israel (53) Non-Executive Director; Chairman of the
remuneration committee. Mr. Israel was appointed a director in June 1997. Mr.
Israel is a partner at Compass Partners International LLC, a trans-Atlantic
strategy advisory and private investment firm. He has 26 years of experience in
corporate finance, especially in the natural resources sector.
R. Brett Kebble (39) Non-Executive Director. Mr. Kebble was appointed a
director in August 1995. He is currently deputy chairman of JCI Limited and of
Western Areas Limited, which are public gold mining companies in South Africa.
Mr. Kebble is the son of our Chairman, Roger A.R. Kebble. In 2000, the
South African Financial Services Board, or FSB, conducted an investigation into
allegations that Mr. Kebble illegally manipulated
84
the share prices of Harmony Gold Mining Company Limited and Western Areas
Limited, both of which are Johannesburg Stock Exchange listed companies. The FSB
passed its report to the South African Director of Public Prosecution. A
criminal action brought on December 6, 2002, is pending in the High Court of
South Africa, Witwatersrand Local Division, against Western Areas Limited, Mr.
R. Brett Kebble, Hendrik Buitendag and Mr. Roger A.R. Kebble is described above.
Philippe Lietard (54) Non-Executive Director; Member of the audit
committee. Mr. Lietard was appointed a director in February 1998. Mr. Lietard is
managing director of the Global Natural Resources Fund. Prior to July 2000, he
was director of the Oil, Gas and Mining Department of the International Finance
Corporation. He has 26 years of experience with the International Finance
Corporation and the World Bank mostly in the minerals business and in Africa.
Ferdinand Lips (72) Non-Executive Director; Member of the remuneration
committee. Mr. Lips was appointed a director in June 1997. Until his retirement
in July 1998, Mr. Lips was chief executive of Bank Lips in Zurich and his career
spanned more than 40 years in banking and fund management, including the
co-founding of Rothschild Bank AG in Zurich. Mr. Lips is the author of several
texts on investment management.
Aubrey L. Paverd (64) Non-Executive Director; Member of the audit
committee. Dr. Paverd was appointed a non-executive director in August 1995. He
is also a director of the Peruvian mining company Cia. Minas Buenaventura. Dr.
Paverd is now an independent consultant. He has 41 years of international
geological experience.
EXECUTIVE OFFICERS
John Berry (52) Legal Counsel. An attorney by training, Mr. Berry has
been with us since our inception. He has 29 years of legal experience.
David Haddon (45) Group Secretary. Having overseen our administrative
obligations from our incorporation in 1995, Mr. Haddon assumed full secretarial
responsibility when we became listed on the London Stock Exchange in July 1997.
He also serves as secretary for Randgold & Exploration. He has 19 years of legal
and administrative experience.
Bill Houston (55) General Manager -- Human Resources. Mr. Houston
joined us in 1992 as group training and development manager and currently heads
the human resources function. He has 25 years of human resources experience.
Chris Prinsloo (52) Group Financial Manager. Mr. Prinsloo became Group
Financial Manager in January 2002. He has 31 years of experience in the mining
industry.
Richard Quarmby (43) Technical Manager. Mr Quarmby is a qualified
chemical engineer with extensive experience in the mining industry. He joined
our metallurgical team in 1997, playing a pivotal role in the development and
implementation on site of the Syama and Morila metallurgical plant designs. His
responsibilities include metallurgical development through liasing with partner
consultants and evaluating all technical and economic implications with the aid
of both proprietary and in-house developed software.
David Reading (47) General Manager -- Exploration. In 1998, Mr. Reading
was appointed manager of exploration activities. His responsibilities include
design, budgeting and implementation of programs, management of joint ventures
and of new business opportunities. He has 24 years of experience in mining and
exploration geology.
85
Adrian J. Reynolds (48) General Manager -- Projects and Evaluation. Mr.
Reynolds joined the international resource division in 1990. He is a specialist
in ore reserve evaluation, geostatistics and computerized geological systems,
and formed part of the original team which formulated our strategy. His present
responsibilities include audits, feasibility studies, projects and environmental
engineering. He has 22 years experience in the exploration and gold mining
industries.
Mahamadou Samake (55) General Manager -- Randgold Resources Mali. Mr.
Samake is the general manager of the Bamako office and is a director of our
Malian subsidiaries. He is also a professor of company law at the University of
Mali.
John Steele (42) General Manager -- Capital Projects. Mr. Steele has
overseen the capital expansion program at the Syama mine and at the beginning of
July 1998, assumed the position of general manager capital projects for the
Randgold Resources Group, overseeing the construction of Morila.
Victor Matfield (38) Manager - Corporate Finance. Mr. Matfield has 11
years experience in the mining industry.
Our Articles of Association provide that the longest serving one-third
of directors retire from office at each annual general meeting. Retiring
directors normally make themselves available for re-election and are re-elected
at the annual general meeting on which they retire. Our officers who are also
directors retire as directors in terms of the Articles of Association, but their
service as officers is regulated by standard industry employment agreements.
The date of appointment, date of expiration and length of service for
each of our directors is set forth in the table below:
DATE OF EXPIRATION
DIRECTOR DATE OF APPOINTMENT OF TERM NUMBER OF YEARS SERVICE
---------------------------------------- ------------------- ------------------ -----------------------
Executive
---------
R.A.R Kebble............................ 8/11/95 5/31/06 8
D.M. Bristow............................ 8/11/95 5/31/06 8
R.A. Williams........................... 11/5/01 (1) 5/31/06 2
Non-Executive
-------------
B.H. Asher.............................. 6/12/97 5/5/03 6
D. Ashworth............................. 8/11/95 5/5/05 8
J-A. Cramer............................. 6/12/97 5/5/03 6
R.I. Israel............................. 6/12/97 5/5/04 6
R.B. Kebble............................. 8/12/95 5/5/04 8
P. Lietard.............................. 2/11/98 5/5/04 5
F. Lips................................. 6/12/97 5/5/05 6
A.L. Paverd............................. 7/29/95 5/5/03 8
(1) Mr. Williams was appointed an alternate director on November 11, 2001,
and as financial director on May 1, 2002.
None of our directors and executive officers was selected under any
arrangements or understandings between that director or executive officer and
any other person. All of our non-Executive directors, except for Mr. D. Ashworth
and Mr. R.B. Kebble, are considered independent directors.
86
B. COMPENSATION
Our objective is to provide senior management, including executive
directors, with a competitive remuneration package which will attract and retain
executives of the highest caliber and will encourage and reward superior
performance in the manner consistent with the interests of our shareholders. The
remuneration committee's policies are designed to meet these objectives and to
ensure that the individual directors are fairly and responsibly rewarded for
their respective contributions to our performance.
We have no liability in respect of retirement provisions for executive
directors. We do, however, provide a vehicle in the form of a defined
contribution fund into which employees, including executive directors, may
contribute for the purpose of providing for retirement. While we make an annual
contribution on behalf of our employees, none is affected on behalf of our
executive directors.
Each executive director receives a basic salary. Executive directors do
not receive any fees. Executive directors are paid an annual bonus which is
determined by the annual performance of our share price.
The fees paid to non-executive directors are determined by the board as
a whole and are normally reviewed every three years. These fees are currently as
follows:
o Non-executive directors receive a fee of $7,500 for attendance
at each meeting;
o Members of the audit committee receive a fee of $7,500 for
attendance at each meeting;
o The chairman of the audit committee receives a fee of $10,000
for attendance at each meeting;
o Members of the remuneration committee receive a fee of $5,000
per year; and
o The chairman of the remuneration committee receives a fee of
$6,000 per year.
Non-executive directors have been granted options to purchase our
ordinary shares. Details of the options held by the non-executive directors are
shown below.
During the year ended December 31, 2002, the aggregate compensation
paid or payable to our directors and executive officers as a group was
approximately $3.1 million, of which $2.05 million was payable to directors.
During the year ended December 31, 2002, we contributed $111,618 to our defined
retirement benefits programs for these officers and directors. The following
table sets forth the aggregate compensation for each of the directors:
BASIC SALARY / FEES BONUS / SERVICE CONTRACTS TOTAL
------------------------------ ------------------------------ ------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
DIRECTORS 2002 2001 2002 2001 2002 2001
-------------------- -------------- -------------- -------------- -------------- -------------- --------------
Executive
---------
R.A.R. Kebble....... $332,100 $332,100 $262,500 $80,000(2) $594,600 $412,100
D.M. Bristow........ 427,500 391,875 262,500 100,000(2) 690,000 491,875
D. Ashworth......... 23,100 258,300 131,250 80,000(2) 154,350 338,300
R.A. Williams(1).... 174,250 22,951 - 25,000(2) 174,250 47,951
Subtotal............ 956,950 1,005,226 656,250 285,000 1,613,200 1,290,226
Non-Executive
-------------
B.H. Asher.......... 62,500 60,000 - - 62,500 60,000
D. Ashworth......... 22,500 - - - 22,500 -
J-A. Cramer......... 60,000 52,500 - - 60,000 52,500
R.I. Israel......... 51,000 51,000 - - 51,000 51,000
87
BASIC SALARY / FEES BONUS / SERVICE CONTRACTS TOTAL
------------------------------ ------------------------------ ------------------------------
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
DIRECTORS 2002 2001 2002 2001 2002 2001
-------------------- -------------- -------------- -------------- -------------- -------------- --------------
R.B. Kebble......... 30,000 45,000 - - 30,000 45,000
P. Lietard.......... 52,500 52,500 - - 52,500 52,500
F. Lips............. 42,500 50,000 - - 42,500 50,000
A.L. Paverd......... 60,000 52,500 - - 60,000 52,500
Total............... $1,337,950 $1,368,726 $656,250 $285,000 $1,994,200 $1,653,726
(1) Mr. Williams was appointed financial director on May 1, 2002.
(2) While no bonus was paid during 2001 in connection with the executive
bonus scheme, following the successful conclusion of the mandatory
share buy back the executive directors each received an ex gratia
payment.
The executive directors do not receive any benefits in kind and the
only long-term incentive scheme is the Share Option Scheme.
The bonus is calculated on the movement in our share price based on a
calendar year to March 31. The 2002 bonuses, as shown above, reflect the amounts
paid in April 2002 based on the movement in the share price from April 1, 2001
to March 31, 2002. At December 31, 2002, we accrued $3.2 million for bonus
payments based on a share price of $15. Bonuses for 2002 year were paid in April
2003 in terms of the provisions of the service contracts.
Share options exercised by the directors during 2002 and up to April
30, 2003 are detailed below:
NUMBER OF OPTIONS
NAME EXERCISED AVERAGE EXERCISE PRICE
---- --------- ----------------------
D. Ashworth................ 130,000 12.065
R A Williams............... 37,479 11.00
The high and low share prices for our ordinary shares for the year were
$14.68 and $4.75, respectively. The share price at December 31, 2002 was $13.50.
Share options outstanding at April 30, 2003 and held by directors and
executive officers were as follows:
OPTIONS TO PURCHASE AVERAGE OPTION
NAME ORDINARY SHARES EXPIRATION DATE EXERCISE PRICE
---- --------------- --------------- --------------
EXECUTIVE DIRECTORS
-------------------
R. A. R. Kebble.................. 200,000 7/11/12 6.50
112,700* 1/29/11 3.30
D. M. Bristow.................... 100,000 3/25/09 3.90
250,000 7/11/12 6.50
75,000* 1/29/11 3.30
R. A. Williams................... 41,639 4/30/12 6.05
100,000 7/11/12 6.50
NON-EXECUTIVE DIRECTORS
-----------------------
B.H. Asher....................... 12,700* 1/29/11 3.30
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OPTIONS TO PURCHASE AVERAGE OPTION
NAME ORDINARY SHARES EXPIRATION DATE EXERCISE PRICE
---- --------------- --------------- --------------
J-A. Cramer...................... 12,700* 1/29/11 3.30
R.I. Israel...................... 12,700* 1/29/11 3.30
R.B. Kebble...................... 3,155 12/15/08 2.50
19,000* 1/29/11 3.30
P. Lietard....................... 12,700* 1/29/11 3.30
F. Lips.......................... 12,700* 1/29/11 3.30
A.L. Paverd...................... 12,700* 1/29/11 3.30
OFFICERS
--------
J. de V Berry.................... 14,000 12/29/09 4.25
20,000 7/11/12 6.50
D.J. Haddon ..................... 33,000 7/11/12 6.50
9,000 12/29/09 4.25
6,700* 1/29/11 3.30
W.R.A. Houston................... 3,000 3/23/09 3.50
40,000 7/11/12 6.50
V. Matfield...................... 40,000 7/11/12 6.50
C.J. Prinsloo.................... 3,000 12/30/09 4.25
40,000 7/11/12 6.50
R. Quarmby....................... 20,000 7/11/12 6.50
D.J.R. Reading................... 9,860 12/15/08 2.50
11,400* 1/29/11 3.30
40,000 7/11/12 6.50
A.J. Reynolds ................... 4,930 7/11/12 6.50
40,000 7/11/12 6.50
M. Samake........................ 20,000 7/11/12 3.50
J. Steele........................ 7,000 12/30/09 4.25
40,000 7/11/12 6.50
---------------
* Represents options granted during 2001 to replace previously cancelled
options granted under our Share Option Scheme.
C. BOARD PRACTICES
DIRECTORS' TERMS OF EMPLOYMENT
Service contracts negotiated with each executive director incorporate
their terms and conditions of employment and are reviewed annually by the
remuneration committee. Mr. Roger A.R. Kebble, Dr. D.M. Bristow and Mr. R.A.
Williams have service contracts which run for a fixed three-year period until
May 31, 2006 and which thereafter continue for a minimum fixed period until May
31, 2006, until terminated by either party on not less than six months' notice
in writing. The service contracts with our executive directors do not provide
for benefits upon termination of employment.
89
We currently do not have service agreements with our non-executive
directors. However, each director is subject to reelection by our shareholders
in accordance with our Articles of Association.
Due to the small size of our senior management team, our board believes
that the loss of any member of our senior management team could affect us
significantly. Our board therefore considers contracts providing for periods of
employment of more than one year to be appropriate. Our board acknowledges that
it retains the right to terminate any service contract, within the terms and
conditions agreed.
BOARD OF DIRECTORS COMMITTEES
In order to ensure good corporate governance, the board has formed an
audit committee and a remuneration committee. The audit and remuneration
committees are comprised of a majority of non-executive directors. It is the
board's view that because of our size and range of activities, the board is best
suited to act as a nomination committee in its entirety.
AUDIT COMMITTEE
Our audit charter, which defines the terms of reference for the audit
committee members, sets out the framework through which the audit committee
reviews our annual results, the effectiveness of its systems of internal
control, internal audit procedures and legal and regulatory compliance and the
cost effectiveness of the services provided by the internal and external
auditors. The audit committee also reviews the scope of work carried out by our
external and internal auditors and holds discussions with the external auditors
at least once a year. The members of the audit committee are Messrs. Asher
(Chairman), Cramer, Lietard and Dr. Paverd.
REMUNERATION COMMITTEE
The remuneration committee reviews the remuneration of directors and
senior management and determines the structure and content of the senior
executives' remuneration packages by reference to a number of factors including
current business practice and prevailing business conditions within our company
and the mining and exploration industry. The members of the remuneration
committee are Messrs. Israel (Chairman), Asher and Lips.
D. EMPLOYEES
At the end of each of the past three years, the breakdown of employees,
including our subsidiaries but excluding Morila S.A., by main categories of
activity was as follows:
DECEMBER 31, DECEMBER 31,
CATEGORY OF ACTIVITY 2000(2) 2001(2) DECEMBER 31, 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) .................................. 231 39 26
(1) includes environmental, finance, human resources, purchasing, stores,
general administration and mine village services department.
(2) Morila Limited employees are not included for dates after September 30,
2002.
90
The decrease in the number of employees from 2000 to 2002 resulted from
the reduction of activities at the Syama mine 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.
EMPLOYEE SHARE OPTION SCHEME
Since 1996, we have operated a share option scheme under which senior
management, including executive and non-executive directors, may be offered
options to purchase our ordinary shares. The aggregate number of shares
available for issuance under the option scheme may not exceed 15% of our issued
share capital. Awards to executive directors are determined by the remuneration
committee and are designed to motivate directors to achieve our strategic
objectives.
Share options are not subject to any performance criteria for
individual directors. Any options provided to an employee (which includes
executive and non-executive directors) as defined by the rules of the scheme,
are subject to an upper limit of two per cent of our issued ordinary share
capital.
The exercise price of any new share options is determined as the
closing price of the share on the trading day preceding that on which the person
was granted the option. Under the rules of the share option scheme, all option
holders, inclusive of executive and non-executive directors, were granted
additional options to subscribe for shares in the open offer which was concluded
in November 1998. These additional options are exercisable at the open offer
price and otherwise on the same terms as the initial grant. The number of
additional options to be granted to each option holder was calculated by
dividing the number of open offer shares taken up by the issued share capital
multiplied by the number of options held shares reflected are still options
prior to the open offer.
The scheme provides for the early exercise of all options in the event
of an acquisition of a number of shares that would require an offer to be made
to all of our other shareholders.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
As of April 30, 2003, our issued share capital consisted of 28,157,323
ordinary shares with a par value of U.S.$0.10 per share. To our knowledge we are
not, directly or indirectly, owned or controlled by another corporation, any
foreign government or other person.
The following table sets forth information regarding the beneficial
ownership of our ordinary shares as of April 30, 2003, by:
o Any person of whom the directors are aware that is interested
directly or indirectly in 3% or more of our ordinary shares;
o Each of our directors; and
o All of our executive officers and directors as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or 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 April 30, 2003, are treated as outstanding for computing the percentage
of the person
91
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 Resources
Limited, La Motte Chambers, La Motte Street, St Helier, Jersey, JE1 1BJ, Channel
Islands.
SHARES BENEFICIALLY OWNED
------------------------------
HOLDER NUMBER PERCENT
------ ------------ ---------
R.A.R. Kebble(1).............................. 282,810 1.00
D.M. Bristow.................................. 312,092 1.11
R.A. Williams................................. 29,478 0.10
D. Ashworth................................... 73,207 0.26
B.H. Asher.................................... 20,910 0.07
J-A. Cramer................................... 18,933 0.07
R.I. Israel................................... 18,933 0.07
F. Lips....................................... 62,700 0.22
P. Lietard.................................... 12,700 0.05
A.L. Paverd................................... 18,933 0.07
R.B. Kebble................................... 22,155 0.08
Randgold Resources (Holdings) Limited (2)(3)
La Motte Chambers
La Motte Street
St Helier
Jersey JE1 1BJ
Channel Islands............................... 13,312,481 47.28
B N Y (Nominees) Limited (4)
30 Cannon Street
London
EC4M XH....................................... 13,419,194 47.66
Vidacos Nominees Limited
336 Strand
London
WR2R 1HB...................................... 955,031 3.39
All directors and executive officers (5)...... 1,043,703 3.71
(1) Does not include any shares owned by Randgold Resources
(Holdings) Limited, a wholly-owned subsidiary of Randgold &
Exploration. Mr. Kebble is currently the chairman of Randgold
& Exploration.
(2) Includes 7,360,000 ordinary shares pledged under a Pledge and
Cession Agreement by Randgold Resources (Holdings) Limited, a
wholly-owned subsidiary of Randgold & Exploration to Randgold
& Exploration's lender to secure its obligations under a loan.
92
(3) Under a Scrip Lending Agreement, Kemonshey Holdings Limited is
currently the holder of record of 952,481 of these shares.
However, under this agreement, Randgold Resources (Holdings)
Limited retains all rights to dividends paid on those shares
and to direct their voting. These shares are to be returned to
Randgold Resources (Holdings) Limited on June 30, 2003.
(4) Shares held by BNY (Nominees) Limited are held in trust for
our ADR program.
(5) No executive officer beneficially owns in excess of 1% of the
outstanding ordinary shares.
On June 13, 2003, Randgold & Exploration sold 1 million of our ordinary
shares reducing its percentage ownership in us to approximately 43% as of that
date.
As of April 30, 2003, there were two record holders of our ordinary
shares in the United States, holding an aggregate of 9,529 ordinary shares or
0.03%.
As of April 30, 2003, there were 2 record holders of our ADRs in the
United States, holding an aggregate of 13,419,194 ADRs or 47.66%.
B. RELATED PARTY TRANSACTIONS
None of our directors, officers or major shareholders or, to our
knowledge, their families, had any interest, direct or indirect, in any
transaction during the last fiscal year or in any proposed transaction which has
affected or will materially affect us or our investment interests or
subsidiaries, other than as stated below
RELATIONSHIP WITH RANDGOLD & EXPLORATION
Of our eleven directors, two are senior management employees or
directors of Randgold & Exploration and four of the directors are shareholders
in Randgold & Exploration. Roger A.R. Kebble is the Chairman of Randgold &
Exploration and David Ashworth is a non-executive director. Roger A.R. Kebble,
David Ashworth, R. Brett Kebble and D. Mark Bristow are all shareholders of
Randgold & Exploration.
Our articles of association require directors to disclose their
interest in transactions and enable a director to vote on contracts in which he
is interested in prescribed situations as discussed below under "Description of
our Memorandum and Articles of Association and Ordinary Shares."
Randgold & Exploration owns 13,312,481 ordinary shares through Randgold
Resources (Holdings), or RRH, a wholly owned subsidiary, representing
approximately 47.31% of our issued share capital at April 30, 2003.
BOARD OF DIRECTORS
Of our eleven directors, two are senior management employees or
directors of Randgold & Exploration and three of the directors are shareholders
in Randgold & Exploration. Roger A.R. Kebble is the Chairman of Randgold &
Exploration and David Ashworth is a non-executive director. Roger A.R. Kebble, R
Brett Kebble and D. Mark Bristow are all shareholders of Randgold & Exploration.
Our articles of association require directors to disclose their
interest in transactions and enable a director to vote on contracts in which he
is interested in prescribed situations as discussed below under "Description of
our Memorandum and Articles of Association and Ordinary Shares."
93
THE RELATIONSHIP AGREEMENT
In connection with the listing of our ordinary shares on the London
Stock Exchange in July 1997, we and Randgold & Exploration entered into an
agreement, which we refer to as the Relationship Agreement, which governs our
relationship with that entity.
Rule 3.12 of the Listing Rules of the UK Listing Authority requires
that we be capable at all times of operating and making decisions independently
of any controlling shareholder and all transactions and arrangements between us
and the controlling shareholder must be at arm's length and on a normal
commercial basis. Randgold & Exploration will be regarded as a "controlling
shareholder" for so long as it owns, directly or indirectly ordinary shares
which carry not less than 30% of the voting rights exercisable at our general
meetings. Because of this, the Relationship Agreement provides that a majority
of our directors are independent of Randgold & Exploration and all significant
decisions relating to our relationship with Randgold & Exploration will be taken
by the independent directors.
Randgold & Exploration has undertaken to us in the Relationship
Agreement that, so long as it owns ordinary shares, directly or indirectly which
carry not less than 30% of the voting rights exercisable at our general
meetings, it will procure that no director who is a director or employee of any
company in the Randgold & Exploration Group and no member of the Randgold &
Exploration Group which owns ordinary shares will vote on any matter in which
the Randgold & Exploration Group is materially interested or in relation to any
actual or proposed transactions between any member of the RRL Group and any
member of Randgold & Exploration Group.
Randgold & Exploration has undertaken to us that, except as set out
below, for so long as it owns ordinary shares carrying 30% or more of our voting
rights, it will not, and will procure that no member of the Randgold &
Exploration Group will, carry on any business anywhere in the world (except in
the Randblock) involving the exploration for, or mining of, gold, which we refer
to as a "competing business", other than in specified limited circumstances. For
so long as Randgold & Exploration holds ordinary shares carrying 30% or more of
our voting rights, Randgold & Exploration is obliged to offer to us any
opportunities of which it becomes aware to acquire an interest in a company
which is, or is proposing to become, directly or indirectly interested in any
competing business. Notwithstanding the foregoing, Randgold & Exploration shall
be free to pursue any of these opportunities if we fail to respond to an
opportunity within 60 days or otherwise in specified limited circumstances.
If a member of the Randgold & Exploration Group acquires a business
which includes a competing business when the main purpose of the acquisition is
not the acquisition of the competing business and the competing business is not
a major part of the business so acquired then Randgold & Exploration is obliged
to offer, or procure that the relevant member of the Randgold & Exploration
Group shall offer the competing business to the RRL Group at a price which is no
more than the acquisition price paid by the relevant member of the Randgold &
Exploration Group.
The Relationship Agreement provides that no contract or arrangement
between the RRL Group and any member of the Randgold & Exploration Group shall
be entered into without the prior written consent of a majority of the
independent directors. Any services provided with the independent directors'
consent shall be on arm's length terms.
SERVICES AGREEMENT
Effective on October 1, 1997, we entered into a service agreement with
Randgold & Exploration. Under the terms of the service agreement, Randgold &
Exploration provides office accommodations, payroll administration and other
services for our staff in South Africa. On April 1, 1999, we amended the service
agreement to provide for reimbursements based upon expenses incurred, which
amounted to $0.4
94
million for the period ended December 31, 2001, $1.5 million for the period
ended December 31, 2000, and $1.0 million for the period ended December 31,
1999. The cost of the services under the services agreement is approximately
$55,000 per month, subject to review and negotiation on a quarterly basis.
Reimbursements charged for the year ended December 31, 2002 amounted to $0.1
million. On February 2, 2003, we entered into a new services agreement with
Randgold & Exploration. Under the new agreement, the fees payable to Randgold &
Exploration are as follows:
o The salaries for Randgold & Exploration employees will be
charged to us at cost plus 5%;
o Office rental of $5,890 per month; and
o All other expenses will be charged to us at cost.
THE RANDGOLD NAME
Under an agreement dated June 26, 1997, Randgold & Exploration Group
has licensed us to carry on business under the name "Randgold". The license has
been provided to us. on a royalty free perpetual basis. The UK Trademark
Registry granted a registration certificate to us for "Randgold" on February 16,
2001.
C. INTERESTS OF EXPERTS AND COUNSEL.
Not applicable.
ITEM 8. FINANCIAL INFORMATION
See Item 17.
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
The following table sets forth, for the periods indicated, the high and
low sales prices of our ordinary shares, as reported by the London Stock
Exchange, and of our ADRs, as reported by the Nasdaq National Market. Effective
March 10, 2003, we changed the ratio of ordinary share to ADSs from two ordinary
shares per ADS to one ordinary share per ADS, so that each ADS now represents
one ordinary share. All prices per ADR for periods prior to March 10, 2003, have
been retroactively adjusted to reflect this ratio change.
FINANCIAL PERIOD ENDED PRICE PER ORDINARY SHARE PRICE PER ADR
---------------------- -------------------------- -------------------------
HIGH ($) LOW ($) HIGH ($) LOW ($)
-------- ------- -------- -------
December 31, 2002........................... 14.50 4.75 15.27 5.83
December 31, 2001........................... 5.00 2.69 - -
December 31, 2000........................... 4.14 2.48 - -
December 31, 1999........................... 4.55 1.34 - -
March 31, 1999.............................. 5.17 1.34 - -
95
CALENDAR PERIOD PRICE PER ORDINARY SHARE PRICE PER ADR
--------------- -------------------------- -------------------------
HIGH ($ LOW ($) HIGH ($) LOW ($)
-------- ------- -------- -------
2003
Second Quarter (as of May 31)............... 20.82 12.50 19.87 12.70
First Quarter............................... 16.30 10.00 16.66 10.13
2002
Fourth Quarter.............................. 14.50 7.75 15.27 7.30
Third Quarter............................... 9.75 6.25 9.75 5.83
Second Quarter.............................. 7.00 6.00 - -
First Quarter............................... 6.13 4.75 - -
2001
Fourth Quarter.............................. 3.52 2.69 - -
Third Quarter............................... 4.97 3.31 - -
Second Quarter.............................. 4.76 3.93 - -
First Quarter............................... 5.00 4.25 - -
CALENDAR MONTH PRICE PER ORDINARY SHARE PRICE PER ADR
-------------- -------------------------- -------------------------
2003 HIGH ($) LOW ($) HIGH ($) LOW ($)
-------- ------- -------- -------
May......................................... 20.82 15.50 20.33 16.02
April....................................... 16.00 12.50 15.74 12.70
March....................................... 13.00 10.00 13.06 10.13
February.................................... 16.30 12.80 16.00 12.67
January..................................... 16.00 13.50 16.66 14.25
2002
December.................................... 14.50 8.00 15.27 8.69
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
Our ordinary shares are listed on the LSE, which currently constitutes
the principal non-United States trading market for those shares, under the
symbol RRS. Since July 2002, our ADSs have traded in the United States on Nasdaq
under the trading symbol RR until December 2, 2002 and, from December 3, 2002,
under the trading symbol GOLD, 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 one of our ordinary shares.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
96
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
GENERAL
We are a company organized with limited liability under the laws of
Jersey, Channel Islands. Our registered number is 62686.
The authorized share capital is $4,000,000 divided into 40,000,000
ordinary shares of $0.10 each, of which 28,157,323 were issued as of April 30,
2003 and 11,842,677 were available for issue. None of our shares have any
redemption rights.
MEMORANDUM OF ASSOCIATION
Clause 2 of our Memorandum of Association provides that we shall have
all the powers of a natural person including but not limited to the power to
carry on mining, exploration or prospecting.
CHANGES IN CAPITAL OR OBJECTS AND POWERS
Subject to the 1991 Law and our Articles of Association, we may by
special resolution at a general meeting:
o increase our authorized or paid up share capital;
o consolidate and divide all or any part of our shares into
shares of a larger amount;
o sub-divide all or any part of our shares having a par value;
o convert any of our issued or unissued shares into shares of
another class;
o convert any of our paid-up shares into stock, and reconvert
any stock into any number of paid-up shares of any
denomination;
o convert any of our issued shares into redeemable shares which
can be redeemed;
o cancel shares which, at the date of passing of the resolution,
have not been taken or agreed to be taken by any person, and
diminish the amount of the authorized share capital by the
amount of the shares so cancelled;
o reduce the authorized share capital;
o reduce our issued share capital; or
o alter our Memorandum or Articles of Association.
97
ARTICLES OF ASSOCIATION
We adopted our Articles of Association by special resolution passed on
June 24, 1997. Our Articles of Association include provisions to the following
effect:
GENERAL MEETING OF SHAREHOLDERS
We may at any time convene general meetings of shareholders. We hold an
annual general meeting for each fiscal year within nine months of the end of
each fiscal year. No more than eighteen months may elapse between the date of
one annual general meeting and the next.
Annual general meetings and meetings calling for the passing of a
special resolution require twenty-one days' notice of the place, day and time of
the meeting in writing to our shareholders. Any other general meeting requires
no less than fourteen days' notice in writing. Our business may be transacted at
a general meeting only when a quorum of shareholders is present. Two persons
entitled to attend and to vote on the business to be transacted, each being a
member or a proxy for a member or a duly authorized representative of a
corporation which is a member, constitute a quorum.
The annual general meetings deal with and dispose of all matters
prescribed by our Articles of Association and by the 1991 Law including:
o the consideration of our annual financial statements and
report of our independent accountants;
o the election of directors; and
o the appointment of independent auditors.
VOTING RIGHTS
Subject to any special terms as to voting on which any shares may have
been issued or may from time to time be held, 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 he is a holder. In the case of joint holders, the vote of the
senior who tenders a vote, whether in person or by proxy, shall be accepted to
the exclusion of the votes of the other joint holders.
Unless we otherwise determine, no shareholder is entitled to vote at a
general meeting or at a separate meeting of the holders of any class of shares,
either in person or by proxy, or to exercise any other right or privilege as a
shareholder in respect of any share held by him unless all calls presently
payable by him in respect of that share, whether alone or jointly with any other
person, together with interest and expenses, if any, have been paid to us.
DIVIDENDS
Subject to the provisions of the 1991 Law and of the Articles of
Association, we may, by ordinary resolution, declare dividends to be paid to
shareholders according to their respective rights and interests in our profits.
However, no dividend shall exceed the amount recommended by us.
Subject to the provisions of the 1991 Law, we may declare and pay an
interim dividend, including a dividend payable at a fixed rate, if an interim
dividend appears to us to be justified by our profits available for
distribution.
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Except as otherwise provided by the rights attached to any shares, all
dividends shall be declared and paid according to the amounts paid up, otherwise
than in advance of calls, on the shares on which the dividend is paid. All
dividends unclaimed for a period of 12 years after having been declared or
become due for payment shall, if we so resolve, be forfeited and shall cease to
remain owing by us.
We may, with the authority of an ordinary resolution, direct that
payment of any dividend declared may be satisfied wholly or partly by the
distribution of assets, and in particular of paid up shares or debentures of any
other company, or in any one or more of those ways.
We may also with the prior authority of an ordinary resolution, and
subject to such conditions as we may determine, offer to holders of shares the
right to elect to receive shares, credited as fully paid, instead of the whole,
or some part, to be determined by us, of any dividend specified by the ordinary
resolution.
OWNERSHIP LIMITATIONS
Our Articles of Association and the 1991 Law do not contain limits on
the number of shares that a shareholder may own.
DISTRIBUTION OF ASSETS ON A WINDING-UP
If we are wound up, the liquidator may, with the sanction of a special
resolution and any other sanction required by law, divide among the shareholders
in specie the whole or any part of our assets and may, for that purpose, value
any assets and determine how the dividend shall be carried out as between the
shareholders or vest the whole or any part of the assets in trustees on such
trusts for the benefit of the shareholders as he with the like sanction shall
determine but no shareholder shall be compelled to accept any assets on which
there is a liability.
TRANSFER OF SHARES
Every shareholder may transfer all or any of his shares by instrument
of transfer in writing in any usual form or in any form approved by us. The
instrument must be executed by or on behalf of the transferor and, in the case
of a transfer of a share which is not fully paid up, by or on behalf of the
transferee. The transferor is deemed to remain the holder until the transferee's
name is entered in the register of shareholders.
We may, in our absolute discretion and without giving any reason,
refuse to register any transfer of a share or renunciation of a renounceable
letter of allotment unless:
o it is in respect of a share which is fully paid up;
o it is in respect of only one class of shares;
o it is in favor of a single transferee or not more than four
joint transferees;
o it is duly stamped, if so required; and
o it is delivered for registration to our registered office for
the time being or another place that we may from time to time
determine accompanied by the certificate for the shares to
which it relates and any other evidence as we may reasonably
require to prove the title of the transferor or person
renouncing and the due execution of the transfer or
renunciation by him or, if the transfer or renunciation is
executed by some other person on his behalf, the authority of
that person to do so; provided that we shall not refuse to
register any transfer of partly paid shares which are listed
on the grounds they are partly paid
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shares in circumstances where our refusal would prevent
dealings in those shares from taking place on an open and
proper basis.
VARIATION OF RIGHTS
If at any time our share capital is divided into shares of different
classes, any of the rights for the time being attached to any share or class of
shares may be varied or abrogated in the manner, if any, that is provided by the
rights or, in the absence of any such provision, either with the consent in
writing of the holders of not less than three-quarters in nominal value of the
issued shares of the class or with the sanction of a resolution passed by the
holders of not less than three-quarters in nominal value of the issued shares of
that class at a separate general meeting of the holders of shares of the class.
The quorum at that meeting shall be not less than two persons holding or
representing by proxy at least one-third of the nominal amount paid up on the
issued shares of the class in question and at an adjourned meeting not less than
one person holding shares of the class in question or his proxy.
Subject to the terms of issue of or rights attached to any shares, the
rights or privileges attached to any class of shares shall be deemed not to be
varied or abrogated by the creation or issue of any new shares ranking equally
in all respects, except as to the date from which those new shares shall rank
for dividend, with or subsequent to those already issued or by the reduction of
the capital paid up on those shares or by the purchase or redemption by us of
our own shares in accordance with the provisions of the 1991 Law and the
Articles.
CAPITAL CALLS
Subject to the terms of allotment of shares, we may from time to time
make calls on the members in respect of any monies unpaid on the shares, whether
in respect of nominal value or premium, and not payable on a fixed date. A
member must receive fourteen days' notice of any call and any call is deemed to
be made when the resolution of the board authorizing such call was passed.
If any call is not paid on or before the date appointed for payment,
the person liable to pay that call shall pay all costs, charges and expenses of
ours in connection with the non-payment, including interest on the unpaid
amount, if requested by us.
Unless we otherwise determine, no member shall be entitled to receive
any dividend or to be present and vote at any general meeting, or be included in
a quorum, or to exercise any other right or privilege as a shareholder unless
and until any outstanding calls in respect of his shares are paid.
BORROWING POWERS
We may exercise all of our powers to borrow money and to mortgage or
charge all or any part of our undertaking, property and assets, present and
future, and uncalled capital and, subject to the provisions of the 1991 Law, to
create and issue debenture and other loan stock and other securities, whether
outright or as collateral security for any debt, liability or obligation of ours
or of any third party.
ISSUE OF SHARES AND PREEMPTIVE RIGHTS
Subject to the provisions of the 1991 Law and to any special rights
attached to any shares, we may allot or issue shares with those preferred,
deferred or other special rights or restrictions regarding dividends, voting,
transfer, return of capital or other matters as we may from time to time
determine by ordinary resolution, or if no ordinary resolution has been passed
or an ordinary resolution does not make specific provision, as we may determine.
We may issue shares that are redeemable or are liable to be redeemed at our
option or the option of the holder in accordance with our Articles of
Association. Subject
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to the provisions of the 1991 Law the unissued shares at the date of adoption of
the Articles of Association and shares created thereafter shall be at our
disposal. We cannot issue shares at a discount.
There are no pre-emptive rights for the transfer of our shares either
within the 1991 Law or our Articles of Association. 11,851,677 ordinary shares
from our authorized share capital described above are available for allotment
and issue.
MEETINGS OF THE BOARD OF DIRECTORS
Any director may, and the secretary at the request of a director shall,
call a board meeting at any time on reasonable notice. A director may waive this
notice requirement.
Subject to our Articles of Association our board of directors may meet
for the conducting of business, adjourn and otherwise regulate its proceedings
as it sees fit. The quorum necessary for the transaction of business may be
determined by the board of directors and unless otherwise determined shall be
two persons, each being a director or an alternate director. A duly convened
meeting of the board of directors at which a quorum is present is necessary to
exercise all or any of the board's authorities, powers and discretions.
Unless otherwise determined, two persons, each being a director or an
alternate director constitutes a quorum.
Our board of directors may delegate or entrust to and confer on any
director holding an executive office any of its powers, authorities and
discretions for such time, on such terms and subject to such conditions as it
sees fit. Our board of directors may also delegate any of its powers,
authorities and discretions for such time and on such terms and subject to such
conditions as it sees fit to any committee consisting of one or more directors
and one or more other persons, provided that a majority of the members of the
committee should be directors.
REMUNERATION OF DIRECTORS
Our directors (other than alternate directors) shall be entitled to
receive by way of fees for their services as directors any sum that we may from
time to time determine, not exceeding in aggregate $300,000 per annum or any
other sum as we, by ordinary resolution in a general meeting, shall from time to
time determine. That sum, unless otherwise directed by ordinary resolution of us
by which it is voted, shall be divided among the directors in the proportions
and in the manner that the board determines or, if the board has not made a
determination, equally. The directors are entitled to be repaid all traveling,
hotel and other expenses properly incurred by them in or about the performance
of their duties as directors.
The salary or remuneration of any director appointed to hold any
employment or executive office may be either a fixed sum of money, or may
altogether or in part be governed by business done or profits made or otherwise
determined by us, and may be in addition to or in lieu of any fee payable to him
for his services as director.
PENSIONS AND GRATUITIES FOR DIRECTORS
We may exercise all of our powers to provide and maintain pensions,
other retirement or superannuation benefits, death or disability benefits or
other allowances or gratuities for persons who are or were directors of any
company in our group and their relatives or dependants.
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DIRECTORS' INTERESTS IN CONTRACTS
Subject to the provisions of the 1991 Law and provided that his
interest is disclosed as soon as practicable after a director becomes aware of
the circumstances which gave rise to his duty to disclose in accordance with the
Articles of Association, a director, notwithstanding his office, may enter into
or otherwise be interested in any contract, arrangement, transaction or proposal
with us, or in which we are otherwise interested, may hold any other office or
place of profit under us (except that of auditor of, or of a subsidiary of ours)
in conjunction with the office of director and may act by himself or through his
firm in a professional capacity for us, and in any such case on such terms as to
remuneration and otherwise as we may arrange, and may be a director or other
officer of, or employed by, or a party to any transaction or arrangement with,
or otherwise interested in, any company promoted by us or in which we are
otherwise interested and shall not be liable to account to us for any profit,
remuneration or other benefit realized by any such office, employment, contract,
arrangement, transaction or proposal.
No such contract, arrangement, transaction or proposal shall be avoided
on the grounds of any such interest or benefit.
RESTRICTIONS ON DIRECTORS' VOTING
Except as provided in our Articles of Association, a director shall not
vote on, or be counted in the quorum in relation to, any resolution of the board
or of a committee of the board concerning any contract, arrangement, transaction
or any other proposal whatsoever to which we are or will be a party and in which
he has an interest which (together with an interest of any person connected with
him) is to his knowledge a material interest otherwise than by virtue of his
interests in shares or debentures or other securities of or otherwise in or
through us, unless the resolution concerns any of the following matters:
o the giving of any guarantee, security, or indemnity in respect
of money lent or obligations incurred by him or any other
person at the request of or for the benefit of us or any of
our subsidiary undertakings;
o the giving of any guarantee, security or indemnity in respect
of a debt or obligation of ours or any of our subsidiary
undertakings for which he himself has assumed responsibility
in whole or in part under a guarantee or indemnity or by the
giving of security;
o any proposal concerning an offer of shares or debentures or
other securities of or by us or any of our subsidiary
undertakings in which offer he is or may be entitled to
participate as a holder of securities or in the underwriting
or sub-underwriting of which he is to participate;
o any proposal concerning any other body corporate in which he
(together with persons connected with him) does not to his
knowledge have an interest in one per cent or more of the
issued equity share capital of any class of that body
corporate or of the voting rights available to shareholders of
that body corporate;
o any proposal relating to an arrangement for the benefit of our
employees or the employees of any of our subsidiary
undertakings which does not award him any privilege or benefit
not generally awarded to the employees to whom the arrangement
relates; or
o any proposal concerning insurance which we propose to maintain
or purchase for the benefit of directors or for the benefit of
persons who include directors.
A director shall not vote or be counted in the quorum for any resolution of the
board or committee of the board concerning his own appointment (including fixing
or varying the terms of his appointment or
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termination) as the holder of any office or place of profit with us or any
company in which we are interested.
NUMBER OF DIRECTORS
Unless and until otherwise determined by a special resolution, the
number of directors shall be not less than two nor more than 20.
DIRECTORS' APPOINTMENT AND RETIREMENT BY ROTATION
Directors may be appointed by ordinary resolution or by the board. If
appointed by ordinary resolution, a director holds office only until the next
annual general meeting and shall not be taken into account in determining the
number of directors who are to retire by rotation. A director shall not be
required to hold any of our shares.
At each annual general meeting, one-third of the directors who are
subject to retirement by rotation will retire by rotation and be eligible for
re-election. Subject to the provisions of the 1991 Law and to the Articles, the
directors to retire will, first, be any director who wishes to retire and not
offer himself for re-election and secondly, will be those who have been longest
in office since their last appointment or re-appointment, but as between those
who have been in office an equal length of time, those to retire shall (unless
they otherwise agree) be determined by lot. There is no age limit imposed upon
directors.
UNTRACED SHAREHOLDERS
Subject to the Articles, we may sell any of our shares registered in
the name of a shareholder remaining untraced for 12 years who fails to
communicate with us following advertisement of an intention to make such a
disposal. Until we can account to the shareholder, the net proceeds of sale will
be available for use in our business or for investment, in either case at our
discretion. The proceeds will not carry interest.
CREST
The Companies (Amendment No. 4) (Jersey) Law 1998 and the Companies
(Uncertificated Securities) (Jersey) Order 1999 allow the holding and transfer
of shares under CREST, the electronic system for settlement of securities in the
United Kingdom. Our Articles of Association already provide for our shares to be
held in uncertificated form under the CREST system.
PURCHASE OF SHARES
Subject to the provisions of the 1991 Law, we may purchase any of our
own shares of any class. The 1991 Law provides that we may, by special
resolution approve the acquisition of our own shares provided that the source of
funds used to finance any repurchase is in accordance with the 1991 Law. The
1991 Law limits the type of funds available to govern the repurchase of the
nominal value and the share premium attributed to any share.
NON-JERSEY SHAREHOLDERS
There are no limitations imposed by Jersey law or by our Articles of
Association on the rights of non-Jersey shareholders to hold or vote on our
ordinary shares or securities convertible into our ordinary shares.
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RIGHTS OF MINORITY SHAREHOLDERS AND FIDUCIARY DUTIES
Majority shareholders of Jersey companies have no fiduciary obligations
under Jersey law to minority shareholders. However, under the 1991 Law, a
shareholder may, under some circumstances, seek relief from the court if he has
been unfairly prejudiced by U.S.. The provisions of the 1991 Law are designed to
provide relief from oppressed shareholders without necessarily overriding the
majority's decision. There may also be common law personal actions available to
our shareholders.
JERSEY LAW AND OUR MEMORANDUM AND ARTICLES OF ASSOCIATION
The content of our Memorandum and Articles of Association is largely
derived from an established body of corporate law and therefore they mirror the
1991 Law. Jersey company law draws very heavily from company law in England and
there are various similarities between the 1991 Law and the English Companies
Act 1985 (as amended). However, the 1991 Law is considerably shorter in content
than the English Companies Act 1985 and there are some notable differences
between English and Jersey company law. There are, for example, no provisions
under Jersey law (as there are under English law):
o controlling possible conflicts of interests between us and our
directors, such as loans by U.S. or directors, and contracts
between us and our directors other than a duty on directors to
disclose an interest in any transaction to be entered into by
us or any of our subsidiaries which to a material extent
conflicts with our interest;
o specifically requiring particulars to be shown in our accounts
of the amount of loans to officers or directors' emoluments
and pensions, although these would probably be required to be
shown in our accounts in conformity to the requirement that
accounts must be prepared in accordance with generally
accepted accounting principles;
o requiring us to file details of charges other than charges of
Jersey realty; or
o as regards statutory preemption provisions in relation to
further issues of shares.
Under Article 143 of the 1991 Law, the court may make an order giving
relief, including regulation of our affairs requiring us to refrain from doing
or continuing to do an act complained of, authorizing civil proceedings and
providing for the purchase of shares by any of our other shareholders.
The court has wide powers within its inherent jurisdiction and a
shareholder could successfully bring an action in a variety of circumstances.
Although there is no statutory definition of unfairly prejudicial conduct,
authority suggests that it includes oppression and discrimination and that the
test is objective.
There are no provisions in our Memorandum or Articles of Association
concerning changes of capital where these provisions would be considered more
restrictive than that required by the 1991 Law.
C. MATERIAL CONTRACTS
1. Supplemental Agreement relating to loan for project finance for Morila
Project, dated June 15, 2001, between Societe des Mines de Morila SA,
Randgold Resources Limited, Randgold & Exploration Company Limited,
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
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and the occurrence of certain economic and mechanical milestones. This
agreement also amends other related loan documents.
2. Deed of Amendment between Societe des Mines de 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 Randgold Resources Limited.
We purchased 29% of Societe des Mines de Loulo SA from
Normandy LaSource SAS. We now hold 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 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.
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 us of our interest in Morila
Limited to our wholly-owned subsidiary, Mining Investments (Jersey)
Limited.
5. Deed of Release, Dated September 25, 2001, between Randgold Resources
Limited and NM Rothschild & Sons Limited.
This agreement releases the shares of Morila Limited held by
us which were collateral for the Morila Loan.
6. Deed of Charge, dated September 25, 2001, between Mining Investments
(Jersey) Limited and NM Rothschild 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. Share Sale, Assignment and Assumption Agreement, dated July 12, 2002,
between Randgold Resources (Somisy) Limited and the International
Finance Corporation.
The International Finance Corporation, or IFC, disposed of 50
Class "C" shares of Somisy to us for U.S.$1. The IFC assigned and
transferred to us all of its rights, title and interest to the
Investment Agreement dated August 5, 1993, between Somisy and IFC.
8. Structured Precious Metals Option and Loan Confirmation, dated August
30, 2002, between Randgold Resources Limited and NM Rothschild & Sons
Limited.
On August 28, 2002 the Syama hedge transactions were closed.
This agreement documents our purchase of gold call options to offset
existing positions with NM Rothschild. This agreement also documents NM
Rothschild's loan to us of $1,805,760. This amount will be repaid on a
monthly basis through 2004. This loan bears interest at the applicable
interbank rate plus 3%, which equates to an average rate of 4.37%.
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9. Settlement Agreement between Rolls-Royce Power Ventures Limited, Syama
Power Plant Sales Limited, Operation dEnergie de Syama SA, Societe des
Mines de Syama SA, Randgold Resources Limited and Randgold &
Exploration Company Limited dated December 16, 2002.
We entered into this settlement agreement with Randgold &
Exploration, 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 Randgold & Exploration 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 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, we will allow
Rolls-Royce to bid on providing power to future projects at Loulo and
Tongon.
10. Services Agreement, dated February 2, 2003, between Randgold &
Exploration Company Limited and Randgold Resources Limited.
In terms of this agreement Randgold & Exploration will provide
us 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.
11. Heads of Agreement, dated April 16, 2003, between Randgold Resources
Limited and Resolute Mining Limited (Resolute).
Under the terms of this agreement we have given Resolute a 12
month option to acquire our entire interest in our wholly-owned
subsidiary, RRL Somisy for $6 million. RRL Somisy owns 80% of Somisy
which owns the Syama mine. In addition, Resolute will pay us a variable
quarterly royalty payment in arrears on the gold produced from the
Syama mine for every quarter in which the average London PM gold price
is above $3.50 per ounce.
12. Third Contract of Employment, dated May 5, 2003, between Randgold
Resources Limited and Roger Ainsley Ralph Kebble.
13. Fourth Contract of Employment, dated May 5, 2003, between Randgold
Resources Limited and Dennis Mark Bristow.
14. Second Contract of Empoyment, dated May 5, 2003, between Randgold
Resources Limited and Roger Alyn Williams.
New employment agreements were entered into as of October 1, 2002 for a
minimum fixed period to May 31, 2006 with our chairman, Mr. Roger A.R. Kebble,
our chief executive officer, Dr. D. Mark Bristow and our finance director, Mr.
Roger A. Williams. The contracts set the terms of employment, salary and bonus
payments for each executive director.
D. EXCHANGE CONTROLS
There are currently no Jersey or United Kingdom foreign exchange
control restrictions on the payment of dividends on our ordinary shares or on
the conduct of our operations. Jersey is in a monetary union with the United
Kingdom. There are currently no limitations under Jersey law or our Articles of
Association prohibiting persons who are not residents or nationals of United
Kingdom from freely
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holding, voting or transferring our ordinary shares in the same manner as United
Kingdom residents or nationals.
E. TAXATION
MATERIAL JERSEY TAX CONSEQUENCES
GENERAL
The following summary of the anticipated tax treatment in Jersey in
relation to the payments on the ordinary shares and ADSs is based on the
taxation law and practice in force at the date of this Annual Report, and does
not constitute legal or tax advice and prospective investors should be aware
that the relevant fiscal rules and practice and their interpretation may change.
We encourage you to consult your own professional advisers on the implications
of subscribing for, buying, holding, selling, redeeming or disposing of ordinary
shares or ADSs and the receipt of interest and distributions, whether or not on
a winding-up, with respect to the ordinary shares or ADSs under the laws of the
jurisdictions in which they may be taxed.
We are an "exempt company" within the meaning of Article 123A of the
Income Tax (Jersey) Law, 1961, as amended, for the calendar year ending December
31, 2002. We will be required to pay an annual exempt company charge, which is
currently (pounds sterling) 600, in respect of each subsequent calendar year
during which we wish to continue to have "exempt company" status The retention
of "exempt company" status is conditional upon the Comptroller of Income Tax
being satisfied that no Jersey resident has a beneficial interest in us, except
as permitted by published concessions granted by the Comptroller from time to
time. By concession, the holding of ordinary shares or ADSs by a Jersey resident
in an exempt company, the shares of which are traded on a recognized stock
exchange, is not regarded as a beneficial interest, provided that the holding is
de minimis or clearance has been obtained from the Comptroller.
The Comptroller of Income Tax has indicated that a holding by Jersey
residents of less than 10% of the share capital of a company shall be treated as
de minimis.
As an "exempt company", we will not be liable for Jersey income tax
other than on Jersey source income, except by concession bank deposit interest
on Jersey bank accounts. For so long as we are an "exempt company", payments in
respect of the ordinary shares and ADSs will not be subject to any taxation in
Jersey, unless the shareholder is resident in Jersey, and no withholding in
respect of taxation will be required on those payments to any holder of the
ordinary shares or ADSs.
Currently, there is no double tax treaty or similar convention between
the U.S. and Jersey.
TAXATION OF DIVIDENDS
Dividends are declared and paid gross in U.S. dollars. Under existing
Jersey law, provided that the ordinary shares and ADSs are not held by, or for
the account of, persons resident in Jersey for income tax purposes, payments in
respect of the ordinary shares and ADSs, whether by dividend or other
distribution, will not be subject to any taxation in Jersey and no withholding
in respect of taxation will be required on those payments to any holder of our
ordinary shares or ADSs.
TAXATION OF CAPITAL GAINS AND ESTATE AND GIFT TAX
Under current Jersey law, there are no death or estate duties, capital
gains, gift, wealth, inheritance or capital transfer taxes. No stamp duty is
levied in Jersey on the issue or transfer of ordinary
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shares or ADSs. In the event of the death of an individual sole shareholder,
duty at rates of up to 0.75% of the value of the ordinary shares or ADSs held
may be payable on the registration of Jersey probate or letters of
administration which may be required in order to transfer or otherwise deal with
ordinary shares or ADSs held by the deceased individual sole shareholder.
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following summary describes the material U.S. Federal income tax
consequences to U.S. holders (as defined below) arising from the purchase,
ownership and disposition of our ordinary shares or ADSs. This summary is based
on the provisions of the Internal Revenue Code of 1986, as amended, which we
refer to as the Code, final, temporary and proposed U.S. Treasury Regulations
promulgated under the Code, and administrative and judicial interpretations of
the Code and the U.S. Treasury Regulations, all as in effect as of the date of
this summary, and all of which are subject to change, possibly with retroactive
effect. This summary has no binding effect or official status of any kind; we
cannot assure holders that the conclusions reached below would be sustained by a
court if challenged by the Internal Revenue Service.
For purposes of this discussion, a "U.S. holder" is a holder of our
ordinary shares or ADSs that is:
o a U.S. citizen;
o an individual resident in the United States for U.S. Federal
income tax purposes;
o a domestic corporation, or other entity taxable as a
corporation, organized under the laws of the United States or
of any U.S. state or the District of Columbia;
o 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
o a trust, if either: 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 the trust has a valid
election in effect under applicable U.S. Treasury regulations
to be treated as a U.S. person.
This summary does not deal with all aspects of U.S. Federal income taxation that
may be relevant to particular U.S. holders in light of their particular
circumstances, or to U.S. holders subject to special rules, including, without
limitation:
o some retirement plans;
o insurance companies;
o U.S. holders of ordinary shares or ADSs held as part of a
"straddle," "synthetic security," "hedge," "conversion
transaction" or other integrated investment;
o persons that enter into "constructive sales" involving our
ordinary shares or ADSs or substantially identical property
with other investments;
o U.S. holders whose functional currency is not the U.S. Dollar;
o some expatriates or former long-term residents of the United
States;
o financial institutions;
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o broker-dealers;
o tax-exempt organizations; and
o U.S. holders who own, directly, indirectly or through
attribution, 10% or more of our outstanding voting stock.
In addition, this summary does not address the effect of any applicable
U.S. state, local or non-U.S. tax laws, does not consider the tax treatment of
persons who own our ordinary shares or ADSs through a partnership or other
pass-through entity, and deals only with ordinary shares or ADSs held by U.S.
holders as "capital assets" as defined in Section 1221 of the Code.
WE ENCOURAGE U.S. HOLDERS OF OUR ORDINARY SHARES OF ADSS 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 DISPOSITION OF OUR ORDINARY SHARES OF ADSS APPLICABLE IN
THEIR PARTICULAR TAX SITUATIONS.
OWNERSHIP OF ORDINARY SHARES OR ADSS
For purposes of the Code, U.S. holders of ADSs will be treated for U.S.
Federal income tax purposes as the owner of the ordinary shares represented by
those ADSs. Exchanges of ordinary shares for ADSs and ADSs for ordinary shares
generally will not be subject to U.S. Federal income tax.
For U.S. Federal income tax purposes, distributions with respect to our
ordinary shares or ADSs, other than distributions in liquidation and
distributions in redemption of stock that are treated as exchanges, will be
taxed to U.S. holders as ordinary dividend income to the extent that the
distributions do not exceed our current and accumulated earnings and profits.
Distributions, if any, in excess of our current and accumulated earnings and
profits will constitute a non-taxable return of capital and will be applied
against and reduce the holder's basis in our ordinary shares or ADSs. To the
extent that these distributions exceed the U.S. holder's tax basis in our
ordinary shares or ADSs, as applicable, the excess generally will be treated as
capital gain, subject to the discussion below under the heading "Our Status as
Passive Foreign Investment Company."
Dividend income derived with respect to our ordinary shares or ADSs
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 on
the deduction of investment interest expense. Such dividends will not be
eligible for the dividends received deduction generally allowed to a U.S.
corporation under Section 243 of the Code.
As discussed under "Material Jersey Tax Consequences" above, Jersey
currently does not impose any withholding tax on distributions with respect to
our ordinary shares or ADSs. Should Jersey decide in the future to impose a
withholding tax on such distributions, a determination would need to be made at
such time as to whether any Jersey income taxes withheld would be treated as
foreign income taxes eligible for credit against a U.S. holder'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. holder
for deduction in computing such U.S. holder's taxable income. The limitations on
claiming a foreign tax credit include, among others, computation rules under
which foreign tax credits allowable with respect to specific classes of income
cannot exceed the U.S. Federal income payable with respect to each class. In
this regard, dividends paid by us will generally be foreign source "passive
income" or in the case of some U.S. holders, "financial services income."
The rules relating to foreign tax credits are complex and a U.S. holder
is encouraged to consult its own tax advisor to determine whether and to what
extent it would be entitled to this credit.
109
SALE OR OTHER DISPOSITION OF ORDINARY SHARES OR ADSS
If a U.S. holder sells or otherwise disposes of its ordinary shares or
ADSs in a taxable transaction, it will generally recognize gain or loss for U.S.
Federal income tax purposes in an amount equal to the difference between the
amount realized on the sale or other taxable disposition and its tax basis in
the ordinary shares or ADSs. Subject to the discussion below under "--Our
Status. as a Passive Foreign Investment Company," that gain or loss generally
will be capital gain or loss and will be long-term capital gain or loss if the
U.S. holder has held the ordinary shares or ADSs for more than one year at the
time of the sale or other taxable disposition. In general, any gain that U.S.
holders recognize on the sale or other taxable disposition of ordinary shares or
ADSs will be U.S. source income 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 limitations under the Code.
OUR STATUS AS A PASSIVE FOREIGN INVESTMENT COMPANY
A special and adverse set of U.S. Federal income tax rules apply to a
U.S. holder that holds stock in a passive foreign investment company, or PFIC.
In general, we will be a PFIC if 75% or more of our gross income in a taxable
year is passive income. Alternatively, we will be considered to be a PFIC if at
least 50% of our assets in a taxable year, averaged over the year and determined
based on fair market value, are held for the production of, or produce, passive
income.
We believe that we currently are not a PFIC and do not expect to become
a PFIC in the near future. However, because the tests for determining PFIC
status are applied as of the end of each taxable year and are dependent upon a
number of factors, some of which are beyond our control, including the value of
our assets, based on the market price of our ordinary shares, and the amount and
type of our gross income, we cannot assure you that we will not become a PFIC in
the future or that the U.S. Internal Revenue Service will agree with our
conclusion regarding our current PFIC status.
If we are a PFIC for U.S. federal income tax purposes for any year
during a U.S. holder's holding period of our ADSs or ordinary shares and the
U.S. holder does not make a QEF Election or a "mark-to-market" election, both as
described below:
o any gain recognized by a U.S. holder upon the sale of ADSs or
ordinary shares, or the receipt of some types of
distributions, would be treated as ordinary income;
o this income generally would be allocated ratably over a U.S.
holder's holding period with respect to our ADSs or ordinary
shares; and
o the amount allocated to prior years, with certain exceptions,
will be subject to tax at the highest tax rate in effect for
those years and an interest charge would be imposed on the
amount of deferred tax on the income allocated to the prior
taxable years.
Although we generally will be treated as a PFIC as to any U.S. holder
if we are a PFIC for any year during a U.S. holder's holding period, if we cease
to satisfy the requirements for PFIC classification, the U.S. holder may avoid
PFIC classification for subsequent years if he, she or it elects to recognize
gain based on the unrealized appreciation in the ADSs or ordinary shares through
the close of the tax year in which we cease to be a PFIC. Additionally, if we
are a PFIC, a U.S. holder who acquires ADSs or ordinary shares from a decedent
would be denied the normally available step-up in tax basis for our ADSs or
ordinary shares to fair market value at the date of death and instead would have
a tax basis equal to the lower of the fair market value or the decedent's tax
basis.
A U.S. holder who beneficially owns stock in a PFIC must file Form 8621
(Return by a Shareholder of a Passive Foreign Investment Company or Qualified
Electing Fund) with the Internal
110
Revenue Service for each tax year such U.S. holder holds stock in a PFIC. This
form describes any distributions received with respect to such stock and any
gain realized upon the disposition of such stock.
For any tax year in which we are determined to be a PFIC, a U.S. holder
may make a QEF Election, which is an election to treat his, her or its ADSs or
ordinary shares as an interest in a qualified electing fund. If a U.S. holder
makes a QEF Election, the U.S. holder 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 these
earnings and profits are actually distributed to that U.S. holder and be
required to comply with specified information reporting requirements. Any gain
subsequently recognized upon the sale by that U.S. holder of his, her or its
ADSs or ordinary shares generally would be taxed as capital gain and the denial
of the basis step-up at death described above would not apply.
As an alternative to a QEF Election, a U.S. holder generally may be
able to avoid the imposition of the special tax and interest charge described
above by electing to mark his, her or its ADSs or ordinary shares to market
annually, and, therefore, recognize for each taxable year, subject to certain
limitations, ordinary income or loss equal to the difference, as of the close of
taxable year, between the fair market value of his, her or its ADSs or ordinary
shares and the adjusted tax basis of his or its ADSs or ordinary shares. Losses
would be allowed only to the extent of the net mark-to-market gain previously
included by the U.S. Holder under the election in 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. holder's death, the tax basis of the ADSs or ordinary shares
in the hands of a U.S. holder who acquired them from a decedent will be the
lesser of the decedent's tax basis or the fair market value of the ADSs or
ordinary shares.
RULES RELATING TO A PFIC ARE VERY COMPLEX. U.S. HOLDERS ARE ENCOURAGED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF PFIC RULES TO THEIR
INVESTMENTS IN OUR ADSS OR OUR ORDINARY SHARES.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Payments to U.S. holders in respect of our ordinary shares or ADSs may
be subject to information reporting to the U.S. Internal Revenue Service and to
backup withholding tax at rates equal to:
o 30% through 2003;
o 29% for 2004 and 2005;
o 28% for 2006 through 2010; and
o 31% after 2010.
However, backup withholding and information reporting will not apply to
a U.S. holder that is a corporation or comes within an exempt category, and
demonstrates the fact when so required, or furnishes a correct taxpayer
identification number and makes any other required certification.
Backup withholding is not an additional tax. Amounts withheld under the
backup withholding rules will be allowed as a refund or credit against a U.S.
holder's U.S. Federal income tax liability, provided that the required
procedures are followed.
111
UNITED KINGDOM TAX CONSIDERATIONS
DIVIDENDS
A person having an interest in ADSs or ordinary shares who is not a
resident in the U.K. will not be subject to tax in the UK on dividends paid on
our ordinary shares, unless that person carries on business in the UK through a
branch or agency, to which the ordinary shares or ADSs in question are
attributable.
A person having an interest in ADSs or ordinary shares who is resident
in the UK will, in general, be subject to U.K. income tax or corporation tax on
dividends paid by us. No such liability will arise for individual persons having
an interest in ADSs or ordinary shares who, though U.K. resident, are not
domiciled in the U.K., or for Commonwealth citizens or citizens of the Republic
of Ireland who are not ordinarily resident in the U.K., except to the extent
that amounts are remitted or deemed to be remitted to the U.K..
No credit will be available against the U.K. tax liability of a person
having an interest in ADSs or ordinary shares on dividends received from us for
underlying taxes suffered or paid by us on our own income, except in the case of
a company owning directly or indirectly not less than ten per cent of our voting
power. As we are a Jersey exempt company, no withholding taxes will be payable
on dividends.
CAPITAL GAINS
A person having an interest in ADSs or ordinary shares who is neither
resident nor ordinarily resident in the U.K. will generally not be subject to
tax in the UK on capital gains on a disposal of our ordinary shares or interests
in the ADSs.
However, individuals who left the U.K. after March 17, 1998 and who
were resident in the U.K. for four out of seven years prior to departure, and
who return to the U.K. within five years of departure will be subject to U.K.
capital gains tax on any gains realized during the period of absence.
Persons having an interest in ADSs or ordinary shares who are resident
and/or ordinarily resident in the U.K. or who hold their ordinary shares or
interests in ADSs through a U.K. trading branch or agency will, in general, be
subject to U.K. taxation on capital gains on a disposal of ordinary shares or
interests in ADSs. However, persons having an interest in ADSs or ordinary
shares who are individuals and who are resident and/or ordinarily resident in
the U.K. but who are not domiciled in the U.K. will not be subject to U.K.
taxation on capital gains arising on a disposal of ordinary shares or interest
in ADSs unless they remit to the U.K., or are deemed to have remitted to the
U.K., the proceeds of the disposal.
INHERITANCE TAX
Liability to U.K. inheritance tax may arise on the death of a person
having an interest in ADSs or ordinary shares, or on a gift (or disposal at an
undervalue) of ordinary shares or ADSs by a person, who is domiciled, or deemed
to be domiciled, in the U.K..
Where ordinary shares or interests in ADSs are held by a person who is
neither domiciled nor deemed to be domiciled in the U.K., no liability to U.K.
inheritance tax will arise in respect of them.
STAMP DUTY AND STAMP DUTY RESERVE TAX
No U.K. stamp duty should be payable on any transfer of an ADS,
provided it is executed and retained outside the U.K.. Therefore, a transfer of
an ADS in the United States between non-residents of the U.K. would not
ordinarily give rise to a U.K. stamp duty charge.
112
An instrument transferring an ADS could attract U.K. stamp duty if it
relates to anything done or to be done in the U.K.; for example, if it is
executed in the U.K. or to be brought into the U.K. after execution. If the
transfer is on a sale then the rate of stamp duty will be 0.5% of the
consideration given. This charge is rounded up to the nearest (pounds sterling)
5. Gifts and other transfers which are neither sale nor made in contemplation of
a sale do not attract this charge. Instead they will either be exempt or attract
a fixed duty of (pounds sterling) 5 per transfer.
A transfer from The Bank of New York to an ADS holder of the underlying
ordinary shares may be subject to a fixed stamp duty of (pounds sterling) 5 if
the instrument of transfer relates to anything done or to be done in the U.K.;
for example, if it is executed in the U.K. or is to be brought into the U.K.
after execution. A transfer of ordinary shares from The Bank of New York
directly to a purchaser on behalf of an ADS holder may attract stamp duty at a
rate of 0.5% of the consideration, rounded up to the nearest (pounds
sterling).5. U.K. stamp duty reserve tax will not be payable on an agreement to
transfer ADSs.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENTS BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
You may request a copy of our U.S. Securities and Exchange Commission
Filing, at no cost, by writing or calling us at Randgold Resources Limited, La
Motte Chambers, St. Helier, Jersey, JEI 1BJ, Channel Islands. Attention: D.J.
Haddon, Telephone: (011 44) 1534-735-333. A copy of each report submitted in
accordance with applicable United States law is available for public review at
our principal executive offices at La Motte Chambers, St Helier, Jersey, Channel
Islands.
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 La Motte Chambers, St
Helier, Jersey, Channel Islands. Attention: D.J. Haddon, Telephone: (011 44)
1534-735-333.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
HEDGE POLICY
Although, in general, it is not our policy to hedge our gold sales, we
believe it is prudent to hedge during times of capital expansion and we are
required to do so under debt financing arrangements. The market price of gold
has a significant effect on our results of operations, our ability to pay
dividends and undertake capital expenditures, and the market price of our
ordinary shares. Gold prices have historically
113
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.
We use hedging instruments to protect the selling price of some of our
anticipated gold production. These hedging instruments are required by the terms
of our Morila loan with a consortium of financial lenders led by NM Rothschild.
The intended effect of our 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 us 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. We 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 adopted International
Accounting Standard 39, "Financial Instruments: Recognition and Measurement"
effective January 1, 2001. Under IAS 39, 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.
With the adoption of IAS 39 at January 1, 2001, some of our 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' equity and amounted to $2.4 million. Some of our
derivatives do not qualify for hedge accounting. That effect has been disclosed
as an adjustment to accumulated losses in the statements of consolidated
shareholders' equity and amounted to $0.5 million.
114
FOREIGN CURRENCY SENSITIVITY
In the normal course of business, we enter into transactions
denominated in foreign currencies, primarily South African Rand and Communaute
Financiere Africaine francs. As a result, we are subject to transaction exposure
from fluctuations in foreign currency exchange rates. As a result of the
appreciation of the South African Rand and Communaute Financiere Africaine franc
against the Dollar, unrealized exchange losses have been achieved on
transactions undertaken in these foreign currencies. We do not currently hedge
our exposure to foreign currency exchange rates. We realized foreign exchange
gains of $0.4 million for the year ended December 31, 2001 and $8.6 million for
the year ended December 31, 2000.
COMMODITY PRICE SENSITIVITY
GENERAL
The market price of gold has a significant effect on our results of
operations, our ability to pay dividends and undertake capital expenditures and
the market prices of our 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 are:
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 were:
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 our commodity contracts as at December
31, 2002, by type of contract:
(a) Contracts where exposure to downward and upward movements in the gold
price is eliminated:
115
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................ 275.00 275.00 - 275.00
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................ 350.00 360.00 355.00 0.8
The following table sets forth a sensitivity analysis of the
mark-to-market valuations of our 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.
116
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. We 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, we entered into 700,000 ounces of forward sales contracts at $275
per ounce. At the same time, we entered into contracts for 248,000 ounces of
call options purchased at prices between $330 and $360 per ounce to allow us 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 our hedging activities are 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.
We have used three counterparties for our current hedge book. These
counterparties are international banks which have not failed to perform as
required under our 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
our revenue, individually and aggregated, over the 3 years these hedges have
existed. None of the counterparties are our affiliates or parties related to us.
During the year ended December 31, 2002, we 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.
117
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.
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 $29.0 million. The
aggregate hypothetical loss in earnings on an annual basis from a hypothetical
increase of 10 percent of the three month LIBOR rate is estimated to be $0.1
million.
Because our net earnings exposure with respect of debt instruments was
to the three month LIBOR, the hypothetical loss was modeled by calculating the
10 percent adverse change in three month LIBOR multiplied by the fair value of
the respective debt instrument.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
There have been no material defaults in the payment of principal,
interest, a sinking fund or purchase fund installment or any other material
default with respect to any of our indebtedness.
ITEM 14. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
The effective date of our first registration statement, filed on Form
F-1 under the Securities Act of 1933 (No. 333-9092), relating to the initial
public offering of our ordinary shares on the Nasdaq National Market, in the
form of ordinary shares or ADSs, was July 11, 2002. A total of 5,000,000
ordinary shares were sold to HSBC Securities (USA) Inc., acting as global
coordinator, and BMO Nesbitt Burns Corp. (the "Purchasers") as follows:
o 2,114,000 ADSs to be sold to retail investors at a price of
$13.00 per ADS less underwriting discounts and commissions of
$0.91 per ADS; and
o 386,000 ADSs to be sold to institutional investors at a price
of $13.00 per ADS less underwriting discounts and commission
of $0.59 per ADS.
The offer commenced on July 11, 2002 and closed on July 16, 2002 at
which date all the ADSs were sold.
Additionally, as part of the same offering, 350,000 ordinary shares, in
the form of ADSs were sold by the selling shareholder, the International Finance
Corporation, to the Purchasers as follows:
o 175,000 ADSs at a price of $13.00 per ADS less underwriting
discounts and commission of $0.52 per ADS.
118
The Purchasers exercised this option to purchase shares from the
selling shareholder on August 7, 2002 and the offering of these shares closed on
August 12, 2002 at which date all the ADSs were sold.
The initial public offering resulted in gross proceeds of $37,131,250.
Of this amount, we received gross proceeds in the amount of $32,500,000 and the
selling shareholder received gross proceeds in the amount of $4,631,250.
We have incurred expenses and fees from July 11, 2002, the effective
date of our registration statement on Form F-1, until December 31, 2002 in the
amount of $3,894,198. These expenses and fees were paid as follows:
EXPENSE AMOUNT
------- -------
Fees to underwriters............................ $ 250,000
Underwriters commissions........................ $1,587,950
Listing expenses................................ $2,056,248
----------
Total expenses.................................. $3,894,198
----------
All of the foregoing offering-related expenses were direct or indirect
payments to persons other than our directors, officers or their associates;
persons owning 10% or more of any class of our equity securities; or our
affiliates.
We used the net offering proceeds to us of $28,605,802 to repay a
syndicated term loan facility and revolving credit facility which we had entered
with a consortium of lenders led by NM Rothschild, or the RRL Loan. The net
proceeds were applied as follows:
USE AMOUNT
--- -----------
Syndicated term loan facility................... $7,000,000
Credit facility................................. $8,000,000
Feasibility studies and development activities.. $13,605,802
-----------
Total........................................... $28,605,802
-----------
Effective on March 10, 2003, we changed the number of ordinary shares
represented by each of our ADSs from two ordinary shares per ADS to one ordinary
share per ADS. In connection with this "ratio change", our ADR holders of record
on March 7, 2003 received one (1) additional ADR for every one (1) ADR they
held. The prices of our ADRs as quoted by the Nasdaq National Market reflected
this change beginning at the commencement of trading on March 11, 2003.
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 our Finance Director.
Based upon that evaluation, our Chief Executive Officer and our Finance Director
concluded that the design and operation of our disclosure controls and
procedures were effective. No significant changes
119
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
ITEM 17. FINANCIAL STATEMENTS
Not Applicable
120
ITEM 18. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
PAGE
----
REPORT OF THE INDEPENDENT AUDITORS.........................................................................F-1
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000.............................................................F-2
CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2002 AND 2001..................................................F-3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000.............................................................F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000.............................................................F-5
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................................F-6
SOCIETE DES MINES DE MORILA SA
REPORT OF THE INDEPENDENT AUDITORS........................................................................F-43
STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000..............................F-44
BALANCE SHEET AT DECEMBER 31, 2002 AND 2001...............................................................F-45
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000............................................................F-46
CASH FLOW STATEMENT FOR THE YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000............................................................F-47
NOTES TO THE FINANCIAL STATEMENTS.........................................................................F-48
121
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-1
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 ($) 4 2.59 0.57 0.73
WEIGHTED AVERAGE SHARES USED IN THE COMPUTATION 4 25,408,733 30,761,095 33,294,452
See notes to the consolidated financial statements
F-2
RANDGOLD RESOURCES LIMITED
CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 2002 AND 2001
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2002 2001
NOTES $'000 $'000
------------ ------------
ASSETS
CURRENT ASSETS
Cash and equivalents 59,631 6,683
Restricted cash 5 4,526 4,474
Receivables 6 14,262 16,558
Inventories 7 11,601 9,743
------------ ------------
TOTAL CURRENT ASSETS 90,020 37,458
PROPERTY, PLANT AND EQUIPMENT
Cost 168,540 163,076
Accumulated depreciation and amortization (92,104) (83,339)
------------ ------------
NET PROPERTY, PLANT AND EQUIPMENT 8 76,436 79,737
OTHER LONG-TERM ASSETS 9 7,402 2,359
------------ ------------
TOTAL ASSETS 173,858 119,554
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities 10 10,838 10,851
Current portion of long-term liabilities 13 9,726 11,224
Bank overdraft 11 1,170 1,708
------------ ------------
Total current liabilities 21,734 23,783
PROVISION FOR ENVIRONMENTAL
REHABILITATION 12 4,972 4,340
LONG-TERM LIABILITIES 13 19,307 57,147
LOANS FROM MINORITY SHAREHOLDERS IN SUBSIDIARIES 14 9,506 21,625
MINORITY SHARE OF ACCUMULATED LOSSES (8,176) (20,290)
LIABILITIES ON FINANCIAL INSTRUMENTS 15 7,530 2,452
SHAREHOLDERS' EQUITY
Share capital
AUTHORIZED:
40,000,000 ordinary shares of 10 US cents each, for both years presented ISSUED:
27,663,740 ordinary shares (2001: 22,461,630) 2,766 2,246
Additional paid-in capital 190,618 161,830
Accumulated losses (66,106) (131,834)
Other reserves (8,293) (1,745)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 118,985 30,497
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 173,858 119,554
============ ============
Commitments and contingencies - see note 22
See notes to the consolidated financial statements
F-3
RANDGOLD RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(US$ 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$81.7 million to
shareholders.
See notes to the consolidated financial statements
F-4
RANDGOLD RESOURCES LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(US$ 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-5
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-6
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-7
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 $2.4 million
F-8
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-9
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-10
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 $'000
-------------- ------------- --------------
CURRENT
Income and mining tax on suspended operations - (126) (363)
Income and mining tax on continuing operations - - -
-------------- ------------- --------------
Total current income and mining taxes - (126) (363)
============== ============= ==============
F-11
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $78.2 million at December
31, 2002, 2001 and 2000 respectively for deduction against future
mining income. The assessable non-capital tax loss carry forwards do
not expire [and can be utilized for any future taxable mining income
generated in Mali by Somisy SA. The capital expenditure carry forward
losses are available only for the Syama operations and expire within
five years as follows (in millions):
Fiscal 2003 ....................................... 28.4
Fiscal 2004 ....................................... 23.6
Fiscal 2005 ....................................... 17.3
Fiscal 2006 ....................................... 8.6
Fiscal 2007 ....................................... 0.9
F-12
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
----- -----
Debt service reserve 4,526 4,474
4,526 4,474
The debt service reserve account relates to the N.M Rothschild & Son
Limited debt service reserve account. This amount is held in escrow for
partial repayment of the Morila project loan. Refer to Note 13.2.
F-13
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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: $65.2
million).
F-14
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $1.3
million in 2004 respectively. The outstanding balance is disclosed
under note 13.
F-15
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $8.4 million of which relates to Morila and the
majority of which will only be spent after nine years.
F-16
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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: $79.5 million). Additionally the Company has pledged its
interest in Morila Limited and related assets and Morila Limited has
pledged its interest in Morila and related assets to secure Morila's
obligations under this loan. It is non-recourse to the Company. The
weighted average interest rate for the year ended December 31, 2002 was
4.05% (2001: 5.73%).
F-17
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $0.8 million are payable in installments over
the term of the lease. The Company has together with AngloGold Limited
jointly guaranteed the repayment of this lease.
F-18
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
-------- -------
Year ending December 31, 2002 - 11,224
Year ending December 31, 2003 9,726 14,593
Year ending December 31, 2004 11,380 15,770
Year ending December 31, 2005 1,064 21,408
Year ending December 31, 2006 1,122 954
Year ending December 31, 2007 1,158 1,122
Thereafter 4,583 3,300
-------- -------
29,033 68,371
======== =======
F-19
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-20
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 $0.3
million respectively.
17. SEGMENTAL INFORMATION
The Company's mining and exploration activities are conducted in West
Africa. An analysis of the Company's business segments, excluding
intergroup transactions, is set out below.
In January 2001, the Company announced suspension of mining operations
at Syama and put the mine on care and maintenance. Processing of
Stockpiles continued until early December 2001, when the operation was
placed on full care and maintenance. Syama's results are disclosed
separately in the table below.
F-21
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
----------- ------- ------------- ---------
PROFIT AND LOSS
Gold sales 131,440 - - 131,440
Mine production costs (22,234) - - (22,234)
----------- ------- ------------- ---------
Mining operating profit/(loss) 109,206 - - 109,206
Royalties (9,185) - - (9,185)
Interest expense (2,631) - (1,055) (3,686)
Interest received 195 - 30 225
Depreciation and amortization (8,578) - (187) (8,765)
Gain on financial instruments 429 (775) - (346)
Other income/(expenses) 295 (4,777) (773) (5,255)
Exploration and corporate expenditure (575) - (16,111) (16,686)
----------- ------- ------------- ---------
Income/(loss) before tax and minority interest 89,156 (5,552) (18,096) 65,508
Tax and minority interest - - 220 220
----------- ------- ------------- ---------
Net income/(loss) 89,156 (5,552) (17,876) 65,728
=========== ======= ============= =========
CAPITAL EXPENDITURE 5,464 - - 5,464
TOTAL ASSETS 116,720 8,571 48,567 173,858
TOTAL EXTERNAL LIABILITIES 44,213 8,375 2,285 54,873
NET CASH FLOWS GENERATED BY/(UTILIZED IN) OPERATIONS 88,112 (5,012) (12,467) 70,633
DIVIDENDS (56,800) - 56,800 -
NET CASH FLOWS GENERATED BY/(UTILIZED IN)
INVESTING ACTIVITIES (5,538) - (22) (5,516)
NET CASH (UTILIZED IN)/GENERATED FROM FINANCING ACTIVITIES (10,663) 5,559 (7,065) (12,169)
NET INCREASE IN CASH AND EQUIVALENTS 15,111 547 37,290 52,948
NUMBERS OF EMPLOYEES - 19 101 120
F-22
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
----------- ------- ------------- ---------
PROFIT AND LOSS
Gold sales 67,431 16,723 - 84,154
Termination costs related to closure of Syama - (1,470) - (1,470)
Mine production costs (21,017) (23,867) - (44,884)
----------- ------- ------------- ---------
Mining operating profit/(loss) 46,414 (8,614) - 37,800
Royalties (4,748) (1,053) - (5,801)
Interest expense (2,277) (1,009) (781) (4,067)
Interest received 243 - 2,050 2,293
Depreciation and amortization (6,815) - (282) (7,097)
Gain on financial instruments (214) 7,638 - 7,424
Other income/(expenses) (344) (4,709) 1,039 (4,014)
Exploration and corporate expenditure 70 - (9,379) (9,309)
----------- ------- ------------- ---------
Income/(loss) before tax and minority interest 32,329 (7,747) (7,353) 17,229
Tax and minority interest - 260 270 530
----------- ------- ------------- ---------
Net income/(loss) 32,329 (7,487) (7,083) 17,759
=========== ======= ============= =========
CAPITAL EXPENDITURE 9,795 2,805 1,382 13,982
TOTAL ASSETS 89,329 14,246 15,979 119,554
TOTAL EXTERNAL LIABILITIES 40,770 13,214 35,073 89,057
DIVIDENDS (6,400) - 6,400 -
NET CASH FLOWS GENERATED BY/(UTILIZED IN)
INVESTING OPERATIONS 26,838 (8,810) 3,242 21,270
NET CASH FLOWS GENERATED BY/(UTILIZED IN) ACTIVITIES (13,757) (3,668) 3,412 (14,013)
NET CASH (UTILIZED IN)/GENERATED FROM FINANCING ACTIVITIES (8,613) 8,453 (63,919) (64,079)
NET DECREASE IN CASH AND EQUIVALENTS (1,932) (4,025) (50,865) (56,822)
NUMBERS OF EMPLOYEES - 25 140 165
F-23
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $45.0
million in 1999 were made against the long-term assets of Syama. These
represented the excess of the book value of long-term assets over the
net present value of the future cash flow of the Syama mine, and were
calculated as follows:
F-24
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $636 million;
F-25
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $420 million.
The first Allen 5012 unit commenced testing in late November 2000 and RRPV
claimed to have commissioned the number 2 Allen engine in January 2001. The
Company disputed this claim, since power interruptions continued. During the
Rolls-Royce power trials, plant availability was severely impaired as a result
of the frequent power outages affecting the entire plant, which also resulted in
equipment motor damage.
Syama had built up significant accumulated losses. With no apparent short-term
solution to the power generation problems, Syama had already decided to scale
back its operations in June 2000 and was attempting to run profitably at lower
levels of production using its own, non-Rolls-Royce generators. The scaling back
of operations continued in October 2000 with the development of a 30-month plan,
which involved the extraction of the remaining exposed ore in the pit with
limited waste stripping while the cessation of operations was considered.
F-26
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $132
million. Morila was, at that date, 80% owned by RRML and 20% by the
Mali Government. The book value of the Group's share of assets and
liabilities disposed of were as follows:
F-27
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-28
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 $'000
-------- ----- -------- -----
FINANCIAL ASSETS
Cash and equivalents 59,631 59,631 6,683 6,683
Restricted cash 4,526 4,526 4,474 4,474
Receivables 14,262 14,262 16,558 16,558
FINANCIAL LIABILITIES
Accounts payable 20,564 20,564 22,942 22,042
Bank overdraft 1,170 1,170 1,708 1,708
Long-term debt (excluding loans from outside shareholders)
Liabilities on financial instruments 19,307 19,307 57,147 57,147
7,530 7,530 2,452 2,452
F-29
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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: $2.5 million).
ESTIMATION OF FAIR VALUES
Receivables, restricted cash, accounts payable, bank overdrafts and
cash and equivalents.
The carrying amounts are a reasonable estimate of the fair values
because of the short maturity of such instruments.
LONG-TERM DEBT
The fair value of market-based floating rate long-term debt is
estimated using the expected future payments discounted at market
interest rates.
No fair value is determinable for the loans from minority shareholders
as repayment is contingent on net available cash from the projects.
GOLD PRICE CONTRACTS
The fair value of gold price forward and option contracts has been
determined by reference to quoted market rates at year-end balance
sheet dates.
F-30
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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: $0.7 million).]
24. SUBSEQUENT EVENTS
Effective March 10, 2003, the Company changed the number of ordinary
shares represented by each of its ADSs from two ordinary shares per ADS
to one ordinary share per ADS. In connection with this "ratio change",
the Company's ADR holders of record on March 7, 2003 received one (1)
additional ADR for every one (1) ADR they held. The prices of the
Company's ADRs as quoted by the Nasdaq National Market reflected this
change beginning at the commencement of trading on March 11, 2003.
25. RECONCILIATION TO US GAAP
The Group `s consolidated financial statements included in this annual
report have been prepared in accordance with International Accounting
Standards ("IAS") which differs in certain respects from Generally
Accepted Accounting Principles in the United States ("US GAAP"). The
effect of applying US GAAP to net income and shareholders' equity is
set out below along with an explanation of applicable differences
between IAS and US GAAP.
F-31
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
------- ------
Total shareholders' equity under IAS 118,985 30,497
US GAAP ADJUSTMENTS
Provision for environmental rehabilitation (214) (138)
------- ------
TOTAL SHAREHOLDERS' EQUITY UNDER US GAAP 118,771 30,359
======= ======
The following is a summary of the differences between IAS and US GAAP as
applicable to the Group.
SHARE OPTION COMPENSATION ADJUSTMENT: Under IAS there is no requirement to
account for stock compensation based expenditure.
Under US GAAP where a company undertakes a stock re-pricing whereby existing
options are cancelled and reissued at a lower price, such options are
mark-to-market with reference to the difference between the grant price and
Company stock price, with the difference recognized as stock compensation
expense.
PROVISION FOR ENVIRONMENTAL REHABILITATION. Currently under IAS, full provision
is made based on the net present value of the estimated cost of restoring the
environmental disturbance that has occurred up to balance sheet date. Annual
increases in the provision relating to the change in the net present value
F-32
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $3.30, the Company's stock price at that date,
which was lower than the grant price on the original grant
date. These options have been marked to market with reference
to the difference between the grant price and the Company
stock price at year end, with the difference recognized in
earnings as stock compensation expense.
Options currently expire no later than ten years from the
grant date. Options granted to directors and senior management
have the following vesting period: at the date of grant a
third of the total option vests, and annually upon anniversary
of the grant date a further third of the total option grant
vests.
Options granted to other employees vest as follows: on the
second anniversary of the grant date a third of the total
option grant vests, and annually therefore upon anniversary of
the grant date a further third of the total option grant
vests.
The total number of shares available to RRSOR was amended from
10% to 15% of issued share capital at an extraordinary general
meeting held on July 23, 2001. However,
F-33
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 ($)
AT DECEMBER 31, 2002
2.3 -- 4.97 1,081,259 7.61 3.46
5.00 -- 7.00 1,135,239 8.39 6.40
10.00 -- 16.50 429,276 4.15 13.46
--------- ---------------- -----------------
2,645,774 7.38 6.34
========= ================ =================
AT DECEMBER 31, 2001
2.3 -- 4.97 1,262,717 8.57 3.46
5.00 -- 7.00 112,600 7.72 5.62
10.00 -- 16.50 471,250 5.20 13.73
--------- ---------------- -----------------
1,846,567 7.66 6.21
========= ================ =================
F-34
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-35
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 ($) 2.28 0.46 0.61
The impact on pro-forma net income and earnings per share in the table
above may not be indicative of the effect in future years. The Company
continues to grant stock options to new employees. This policy may or
may not continue.
IMPAIRMENT OF ASSETS
Under IAS a company is required to annually assess whether there are
any indications that an asset may be impaired. Should there be such an
indicator, the asset must be tested for impairment. An impairment loss
must be recognized in the statement of operations, should an assets
carrying amount exceed its recoverable amount. The impairment loss is
the difference between the assets carrying amount and its recoverable
value. The recoverable amount is the higher of the assets net selling
price or its value in use. Value in use is the future cash flows to be
derived from the particular asset, discounted to present value using a
pre-tax market determined rate that reflects the current assessment of
the time value of money and the risks specific to the asset. The
reversal of an impairment loss in subsequent periods is permitted when
there has been a change in economic conditions or the expected use of
the asset.
Under US GAAP a company is required to test for impairment whenever
there is an indication of impairment. For assets to be held and used,
impairment is first measured by reference to undiscounted cash flows.
If impairment exists the company must measure impairment by comparing
the assets fair value to its carrying value. If there is no impairment
by reference to undiscounted cash flows, no further action is required
but the useful life of the asset must be reconsidered.
F-36
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-37
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 $'000
-------- --------
ASSETS
CURRENT ASSETS
Cash and equivalents 39,491 1,654
Receivables 8,544 13,147
Inventories 3,037 2,921
-------- --------
Total current assets 51,072 17,722
NON-CURRENT ASSETS
Property, plant and equipment, net 13,143 13,383
Investment in joint venture 72,574 47,002
-------- --------
TOTAL ASSETS 136,789 78,107
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities 8,887 10,916
Bank overdraft 1,170 1,708
-------- --------
TOTAL CURRENT LIABILITIES 10,057 12,624
NON-CURRENT LIABILITIES
Provision for environmental rehabilitation 2,632 2,032
Long-term liabilities 3,999 30,727
Loans from outside shareholders in subsidiaries 1,330 1,335
Liabilities on financial instruments - 1,030
-------- --------
TOTAL NON-CURRENT LIABILITIES 7,961 35,124
-------- --------
TOTAL LIABILITIES 18,018 47,748
SHAREHOLDERS' EQUITY
Share capital 2,766 2,246
Additional paid-in capital 198,348 163,569
Accumulated losses 74,050) (133,711)
Other reserves (8,293) (1,745)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 118,771 30,359
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 136,789 78,107
======== ========
F-38
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
--------- --------- --------
Cash flow utilized in operating activities (19,436) (5,841) (52,453)
Cash flow generated/(utilized in) by
investing activities 21 (173) 166,049
Cash flow generated/(utilized in)
financing activities 57,252 (60,558) (61,365)
--------- --------- --------
Net increase/(decrease) in cash
equivalents 37,837 (54,890) 52,231
========= ========= ========
F-39
RANDGOLD RESOURCES LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-40
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-41
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-42
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-43
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 $'000
-------------- ------------ -------------
REVENUE 14 328,652 168,583 37,920
Operating costs (97,783) (79,178) (14,875)
--------------- ------------- --------------
OPERATING PROFIT 15 230,868 89,405 23,045
OTHER EXPENDITURE - NET (4,372) (9,238) (3,236)
--------------- ------------- --------------
- interest received 486 1,087 20
- finance charges (6,574) (9,266) (3,256)
- other financial income/(costs) 1,715 (1,059) -
--------------- ------------- --------------
PROFIT BEFORE TAXATION 226,496 80,167 19,809
Taxation 16 - - -
-------------- ------------ -------------
NET PROFIT 226,496 80,167 19,809
============== ============ =============
See notes to the financial statements
F-44
SOCIETE DES MINES DE MORILA S.A.
BALANCE SHEET
AT DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
NOTES 2002 2001
$'000 $'000
------------- -------------
NON CURRENT ASSETS
MINING ASSETS 8 140,566 144,639
DEFERRED STRIPPING 9 18,506 5,898
CURRENT ASSETS 100,506 50,810
------------- -------------
Cash and equivalents 50,350 12,572
Restricted cash 12 11,315 11,185
Inventories 10 21,409 17,055
Accounts receivable 11 17,026 9,666
Prepaid expenses 405 332
------------- -------------
TOTAL ASSETS 259,577 201,347
============= =============
EQUITY
CAPITAL AND RESERVES
Share capital 3 16 16
DISTRIBUTABLE RESERVES 149,027 80,902
------------- -------------
Other reserves (20,733) (4,362)
Retained income 169,760 85,264
------------- -------------
SHAREHOLDERS' EQUITY 149,043 80,918
NON-CURRENT LIABILITIES 81,341 93,169
------------- -------------
Shareholders' subordinated loans 4 18,394 17,715
Environmental rehabilitation provision 5 5,850 5,850
Long term liabilities 6 38,271 66,050
Financial instrument liability 7 18,826 3,554
------------- -------------
CURRENT LIABILITIES 29,193 27,260
------------- -------------
Accounts payable 13 8,537 6,701
Short term portion of long term liabilities 6 20,656 20,559
------------- -------------
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 259,577 201,347
============= =============
See notes to the financial statements
F-45
SOCIETE DES MINES DE MORILA S.A.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
SHARE CAPITAL RETAINED INCOME OTHER
$'000 $'000 RESERVES TOTAL
$'000 $'000
------------- --------------- --------------- ---------------
Balance at December 31, 1999 16 - - 16
Net profit for the year - 19,809 - 19,809
------------- --------------- --------------- ---------------
Balance at December 31, 2000 16 19,809 - 19,825
Change in accounting policy in respect of IAS 39 - 1,288 (4,780) (3,492)
------------- --------------- --------------- ---------------
Balance at January 1, 2001 16 21,097 (4,780) 16,333
Net profit for the year - 80,167 - 80,167
Movement in cash flow hedge - - 418 418
Dividends declared and paid (16,000) - (16,000)
------------- --------------- --------------- ---------------
Balance at December 31, 2001 16 85,264 (4,362) 80,918
Net profit for the year - 226,496 - 226,496
Movement in cash flow hedge - - (16,371) (16,371)
Dividends declared and paid - (142,000) - (142,000)
------------- --------------- --------------- ---------------
BALANCE AT DECEMBER 31, 2002 16 169,760 (20,733) 149,043
============= =============== =============== ===============
See notes to the financial statements
F-46
SOCIETE DES MINES DE MORILA S.A.
CASH FLOW STATEMENT
FOR THE YEARS ENDED DECEMBER 31
(US$ THOUSANDS UNLESS OTHERWISE NOTED)
2002 2001 2000
Notes $'000 $'000 $'000
--------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Income before interest and taxes 17.1 236,664 98,425 24,576
Cash utilized by changes in working capital 17.2 (9,949) (26,090) (28,948)
--------- ---------- ----------
226,715 72,335 (4,372)
Interest paid -net (6,088) (8,179) (3,236)
--------- ---------- ----------
NET CASH FLOWS GENERATED BY/(UTILIZED IN) OPERATING ACTIVITIES 220,627 64,156 (7,608)
--------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in restricted cash (131) (11,185) -
Additions to mining assets (13,715) (23,207) (76,296)
--------- ---------- ----------
NET CASH FLOWS UTILIZED IN INVESTING ACTIVITIES (13,846) (34,392) (76,296)
--------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Long term liabilities (repaid) /raised - net (27,003) (18,538) 101,305
Dividends paid (142,000) (16,000) -
Payment for financial instrument liability - (55) -
--------- ---------- ----------
NET CASH FLOWS (UTILIZED IN)/GENERATED BY FINANCING ACTIVITIES (169,003) (34,593) 103,305
--------- ---------- ----------
Net increase in cash and equivalents 37,778 (4,829) 17,401
Cash and equivalents at beginning of year 12,572 17,401 -
--------- ---------- ----------
CASH AND EQUIVALENTS AT END OF YEAR 50,350 12,572 17,401
========= ========== ==========
See notes to the financial statements
F-47
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS
(US$ 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-48
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 $0.9 million in the years
ended December 31, 2002, 2001 and 2000, respectively.
2.7 Cash and equivalents
Cash and equivalents include all highly liquid investments with a
maturity of three months or less at the date of acquisition.
2.8 Inventories
Inventories, which include ore stockpiles, gold in process and supplies
and insurance spares, are stated at the lower of cost or net realizable
value.
Stockpiles consist of two types of ore, high grade and medium grade
ore, which will be processed through the processing plant. Both high
and medium grade stockpiles are currently being processed and all ore
is expected to be fully processed within the next ten years. The
processing of ore in stockpiles occurs in accordance with the life of
mine processing plan that has been optimized based on the known mineral
reserves, current plant capacity, and mine design.
F-49
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-50
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-51
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 $'000
------- -------
Government of Mali 3,145 3,029
Morila Limited 15,249 14,686
------- -------
18,394 17,715
======= =======
Made up of:
Principal 13,108 13,108
Deferred interest 5,286 4,607
------- -------
18,394 17,715
======= =======
F-52
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $8.4 million
undiscounted, the majority of which will only be spent after ten years.
There are no other potentially responsible parties to consider for cost
sharing arrangements.
The Company carries insurance against pollution including cost of
cleanup. At present, there are no losses and or claims outstanding.
F-53
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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: $201.3 million). It is non-recourse to the
Company. The weighted average interest rates as at December
31, 2002 on the Morila Project Loan was 4.05% (December 31,
2001: 5.73%).
Under the terms of this loan, the Company is required to enter
into certain gold price forward sales and option contracts in
respect of approximately 25 to 30 percent of Morila's first
five years of production. Various debt covenants apply to the
loan, including:
o Hedging arrangements as stipulated by N.M. Rothschilds will be
put into place. The Company will provide evidence to the
effect that Morila Holdings or AngloGold has entered into
committed Hedging Agreements and that the proceeds of sale of
gold are sufficient to ensure that, as at all calculation
dates scheduled, no default would have occurred.
o Limitations on material assets disposals and acquisitions.
o No declaration, payment or distribution of dividends without
approval.
o Maintain insurance with reputable insurance companies.
o Establish the Debt Service Reserve Account is the offshore
bank account with the minimum credit balance on all dates
equal to the aggregate principal amount of and interest
accruing on the loan and the aggregate amount of premium
accruing in
F-54
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $0.8 million are payable in installments over the
term of the lease. Two of the Company's ultimate shareholders,
being Randgold Resources Limited and AngloGold Limited jointly
guaranteed the repayment of the lease.
F-55
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
------- -------
Mark to market of speculative financial
instruments at year-end 7.1 (1,907) (808)
Financial instrument liability 7.2 20,733 4,362
------- -------
18,826 3,554
======= =======
F-56
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
------- -------
Opening balance 5,898 919
Additions during the year 12,608 4,979
------- -------
18,506 5,898
======= =======
The deferred stripping balances at the end of 2002 and 2001 pertain to
the Morila mine. In terms of the life of mine plan, pre-stripping is
performed in the earlier years. This results in the cost associated
with waste stripped at a rate higher than the expected pit life average
stripping ratio, being deferred to those years. These costs will be
released in the period where the actual stripping ratio decreases to
below such expected pit life ratio. The expected pit life average
stripping ratios used to calculate the deferred stripping were 3.68 in
2002 and 4.26 in 2001. These stripping ratios were calculated taking
into account the actual strip ratios achieved of 7.15 for 2002 and 5.86
during 2001.
F-57
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
----- -----
Related party payables
- Randgold Resources Limited 7 725
- AngloGold Limited 286 4
- AngloGold Mali SA 486 343
Trade creditors 2,663 2,992
Payroll costs accruals 2,209 1,780
Sundry accruals 2,886 857
----- -----
8,537 6,701
===== =====
F-58
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
------------------ ----------------- -----------------
Tax at statutory rate 79,274 28,058 6,933
Morila tax holiday differences (79,274) (28,058) (6,933)
--------- --------- --------
Total income and mining taxes - - -
========= ========= ========
The Morila operations have no assessable capital expenditure carry
forwards or assessable tax losses, as at December 31, 2002, 2001 and
2000 respectively, for deduction against future mining income.
F-59
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $000). In addition, the
Company enters into transactions in a number of different currencies
(primarily South African rands and Communaute Financiere Africaine
franc).
F-60
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
-------- ------ -------- ------
Financial assets
Cash and equivalents 50,350 50,350 12,572 12,572
Restricted cash 11,315 11,315 11,185 11,185
Receivables 17,026 17,026 9,666 9,666
Financial liabilities
Accounts payable 29,193 29,193 27,260 27,260
Long-term debt (excluding loans
from shareholders) 38,271 38,271 66,050 66,050
Liabilities on financial instruments 18,826 18,826 3,554 3,554
F-61
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $1.2 million,
respectively.
F-62
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $'000
-------- ------- ------
Net profit under IAS 226,496 80,167 19,809
US GAAP adjustments
Provision for environmental rehabilitation (191) (250) (38)
-------- ------- ------
Net profit under US GAAP before change
in accounting policy 226,305 79,917 19,771
Change in accounting policy - 1,288 -
-------- ------- ------
Net profit under US GAAP 226,305 81,205 19,771
======== ======= ======
F-63
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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 $4.8 million for those financial instruments
which met the cash flow hedge accounting criteria.
F-64
SOCIETE DES MINES DE MORILA S.A.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
(US$ 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-65
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-66
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-67
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report:
EXHIBIT NO. EXHIBIT
----------- -------
1.1* Memorandum of Association of Randgold Resources Limited, as amended.
1.2* Articles of Association of Randgold Resources Limited, as amended.
2.1 Memorandum of Association of Randgold Resources Limited, as amended
(see Exhibit 3.1).
2.2+ Form of Deposit Agreement, dated as of July 1, 1997, as amended and
restated as of June 26, 2002 and further amended and restated as of
July, 2002 among Randgold Resources Limited, The Bank of New York,
as Depositary, and owners and holders from time to time of American
Depositary receipts issued thereunder.
2.3++ Form of American Depositary Receipt.
2.4* Excerpts of relevant provisions of the Companies (Jersey) Law 1991.
2.5* Supplemental Agreement relating to loan for project finance for
Morila Project, dated June 15, 2001, between Societe des Mines de
Morila SA, Randgold Resources Limited, Randgold & Exploration
Company Limited, Morila Limited, various banks and other financial
institutions and NM Rothschild & Sons Limited amending and restating
the Loan Agreement and amending other related documents for project
finance for Morila project, dated December 21, 1999 (which had been
previously amended by the Letter Agreement, dated April 10, 2000).
2.6* Debenture (Morila Security Agreement (Offshore Assets)), dated
February 24, 2000, between Societe des Mines de Morila SA and NM
Rothschild & Sons Limited.
2.7* Deed of Amendment between Societe des Mines de Morila SA and NM
Rothschild & Sons Limited, dated June 22, 2001.
2.8* Charge Over the Goodwill (Morila Security Agreement (Mali Goodwill
Charge)) (English translation), dated March 6, 2000, between Societe
des Mines de Morila SA and NM Rothschild & Sons Limited.
2.9* Charge Over the Exploitation Permit (Morila Security Agreement (Mali
Exploitation Permit Charge)) (English translation), dated March 6,
2000, between Societe des Mines de Morila SA and NM Rothschild &
Sons Limited and Banque de Developpement du Mali.
2.10* Pledge of the Bank Account (Morila Security Agreement (Mali Bank
Account Charge)) (English translation), dated March 6, 2000, between
Societe des Mines de Morila SA and NM Rothschild & Sons Limited and
Banque de Developpement du Mali.
122
2.11* Guarantee, dated February 24, 2000, among Randgold Resources
Limited, Randgold & Exploration Company Limited, Morila Limited and
NM Rothschild & Sons Limited.
2.12* Charge Over Registered Shares (Morila Holdings Security Agreement)
(English translation), dated March 6, 2000, among Morila Limited,
Mr. Mahamadou Samake, Mr. Roger Kebble, Mr. Dennis Bristow, Mr.
David Ashworth and NM Rothschild & Sons Limited.
2.13* Deed of Subordination and Pledge (Subordination Agreement), dated
March 29, 2000, among Societe des Mines de Morila SA, Randgold
Resources Limited, Randgold & Exploration Company Limited, Morila
Limited and NM Rothschild & Sons Limited.
2.14* Project Account Agreement (Offshore), dated February 25, 2000,
between Citibank, N.A., NM Rothschild & Sons Limited and Societe des
Mines de Morila SA.
2.15* Debenture (Randgold Resources Limited Security Agreement) dated
February 24, 2000, between Randgold Resources Limited and NM
Rothschild & Sons Limited.
2.16* Project Account Agreement (Mali) (English translation), dated March
21, 2000, among Banque de Developpement du Mali, NM Rothschild &
Sons Limited and Societe des Mines de Morila SA.
2.17* 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.
2.18* 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.
2.19* Deed of Charge, dated September 25, 2001, between Mining Investments
(Jersey) Limited and NM Rothschild & Sons Limited (MIJL/Morila
Security Agreement).
2.20* Shareholder's Agreement (English translation), dated June 23, 2000,
between the Government of Mali and Morila Limited.
4.1* Deed Governing the Relationship Between the Parties Upon Admission
between Randgold & Exploration Company Limited and Randgold
Resources Limited, dated June 26, 1997 (Relationship Agreement).
4.3* License Agreement, dated June 26, 1997, between Randgold &
Exploration Company Limited and Randgold Resources Limited.
123
4.4* Agreement, dated December 21, 1999, between Societe des Mines de
Morila SA, Randgold Resources Limited and Morila Limited (loan from
Randgold Resources Limited to Morila Limited).
4.5* Sale of Shares Agreement, dated May 29, 2000, between AngloGold
Limited, Randgold Resources Limited and Randgold Resources (Morila)
Limited.
4.6* Joint Venture Agreement, dated May 29, 2000, between AngloGold
Limited and Randgold Resources Limited.
4.7* Operator Agreement, dated May 29, 2000, between Societe des Mines de
Morila SA and AngloGold Services Mali SA.
4.8* Cession of Shareholder's Loan - Memorandum of Agreement, dated July
3, 200, between Randgold Resources Limited and AngloGold Morila
Holdings Limited.
4.9* Sale of Shares and Loan Claims Agreement, dated April 27, 2001,
between Normandy LaSource SAS and Randgold Resources Limited.
4.10* Deferred terms Agreement by and between Societe des Mines de Morila
SA and Rolls-Royce Power Ventures Limited, dated February 25, 2000.
4.11* Deed of Guarantee, dated August 25, 2000, between Randgold Resources
Limited, Randgold & Exploration Company Limited and SYPPS.
4.12* Deferred Terms Agreement by and between Societe des Mines de Morila
SA and Rolls-Royce Power Ventures Limited, dated December 9, 1999.
4.13* Deed of Guarantee given under the Morila Deferred Terms Agreement,
dated March 3, 2000, between Randgold Resources Limited, Randgold &
Exploration Company Limited and Mopps.
4.14* Morila Exploitation Permit (English translation).
4.15* Transfer of Morila Exploitation Permit from Randgold Resources
Limited to Morila SA.
4.16# Share Sale, Assignment and Assumption Agreement, dated July 12,
2002, between Randgold Resources (Somisy) Limited and the
International Finance Corporation.
4.17# Structured Precious Metals Option and Loan Confirmation, dated
August 30, 2002, between Randgold Resources Limited and NM
Rothschild & Sons Limited.
4.18# Settlement Agreement between Rolls-Royce Power Ventures Limited,
Syama Power Plant Sales Limited, Operation dEnergie de Syama SA,
Societe des Mines de Syama SA, Randgold Resources Limited and
Randgold & Exploration Company Limited dated December 16, 2002.
4.19# Fourth Contract of Employment between Randgold Resources Limited and
Dennis Mark Bristow.
124
4.20# Third Contract of Employment between Randgold Resources Limited and
Roger Ainsley Ralph Kebble.
4.21# Second Contract of Employment between Randgold Resources and Roger
Alyn Williams.
4.22# Heads of Agreement, dated as of April 16, 2003, by and between
Randgold Resources Limited and Resolute Mining Limited.
4.23# Services Agreement between Randgold & Exploration Company Limited
and Randgold Resources Limited, dated February 2, 2003.
8.1* List of Subsidiaries.
10.1# Consent of PricewaterhouseCoopers LLP.
10.2# Consent of PricewaterhouseCoopers Inc.
10.3# Certification by Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
10.4# Certification by Financial Director pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
2002.
-----------------------
* Incorporated herein by reference to Registrant's Registration
Statement on Form F-1 (File No. 333-90972), filed on June 21, 2002.
+ Incorporated by reference to Registrant's Registration Statement on
Form F-4 (File No.
++ Incorporated by reference to Registrant's Form 424B3 (File No.
333-91398), filed on
# Filed herewith.
125
SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.
RANDGOLD RESOURCES LIMITED
By: /s/ D.Mark Bristow
-----------------------------
Name: D. Mark Bristow
Title: Chief Executive Officer
Date: June 27, 2003.
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, D. MARK BRISTOW, certify that:
1. I have reviewed this annual report on Form 20-F of Randgold Resources
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: June 27, 2003
/s/ D. Mark Bristow
-----------------------
D. Mark Bristow
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, ROGER A. WILLIAMS, certify that:
1. I have reviewed this annual report on Form 20-F of Randgold Resources
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: June 27, 2003
/s/ Roger A. Williams
---------------------
Roger A. Williams
Finance Director
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4.16 Share Sale, Assignment and Assumption Agreement, dated July 12,
2002, between Randgold Resources (Somisy) Limited and the
International Finance Corporation.
4.17 Structured Precious Metals Option and Loan Confirmation, dated
August 30, 2002, between Randgold Resources Limited and NM
Rothschild & Sons Limited.
4.18 Settlement Agreement between Rolls-Royce Power Ventures Limited,
Syama Power Plant Sales Limited, Operation d'Energie de Syama SA,
Societe des Mines de Syama SA, Randgold Resources Limited and
Randgold & Exploration Company Limited dated December 16, 2002.
4.19 Fourth Contract of Employment between Randgold Resources Limited and
Dennis Mark Bristow.
4.20 Third Contract of Employment between Randgold Resources Limited and
Roger Ainsley Ralph Kebble.
4.21 Second Contract of Employment between Randgold Resources and Roger
Alyn Williams.
4.22 Heads of Agreement, dated as of April 16, 2003, by and between
Randgold Resources Limited and Resolute Mining Limited.
4.23 Services Agreement between Randgold & Exploration Company Limited
and Randgold Resources Limited, dated February 2, 2003.
10.1 Consent of PricewaterhouseCoopers LLP.
10.2 Consent of PricewaterhouseCoopers Inc.
10.3 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.
10.4 Certification by Financial Director pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
2002.