Provisional audited results for the year ended ...

Pan African Resources PLC ('Pan African Resources' or the 'Company' or the 'Group') (Incorporated and registered in England and Wales under the Companies Act 1985 with a registered number 3937466 on 25 February 2000) Share code on AIM: PAF Share code on JSE: PAN ISIN: GB0004300496 Provisional audited results for the year ended 30 June 2013 Highlights and key features "Increased earnings and headline earnings with a proposed dividend to shareholders, and a solid performance from both major operations" Group highlights reported in South African rand ('ZAR') - The Group's gold sold increased by 38.2% to 130,493oz (2012: 94,449oz). - Gross revenue increased by 49.0% to ZAR1,848.1 million (2012: ZAR1,240.3 million). - EBITDA 1 increased by 33.1% to ZAR735.2 million (2012: ZAR552.5 million). - Headline earnings2 increased by 35.4% to ZAR487.0 million (2012: ZAR359.7 million). - Earnings per share ('EPS') increased by 39.0% to 34.51c (2012: 24.83c). - Headline earnings per share ('HEPS') increased by 20.8% to 30.07c (2012: 24.89c). - Net debt of ZAR93.6 million at year end (2012: Net cash of ZAR255.5 million), and an undrawn revolving credit facility ('RCF') balance of ZAR434.8 million. - The Group repaid ZAR184.8 million (of ZAR350.0 million initial drawdown) of its RCF, resulting in a balance of ZAR165.2 million at year end. - Gold resource inventory 3 increased by 494.9% to 35.1Moz (2012: 5.9Moz). - Gold reserve inventory 3 increased by 666.7% to 9.2Moz (2012: 1.2Moz). - Group capital expenditure incurred on sustaining and expansion capital amounted to ZAR381.6 million (2012: ZAR213.9 million). - Except for the two fatalities at Barberton Mines (Pty) Ltd ('Barberton Mines'), the Group had improved safety statistics at both underground operations. - Final dividend of ZAR0.1314 per share, approximating ZAR240.0 million (1,825.8 million issued shares) proposed by board of directors (2012: Nil). Group highlights reported in Pound sterling ('GBP') - Gross revenue increased by 32.0% to GBP133.5 million (2012: GBP101.1 million). - EBITDA1 increased by 18.0% to GBP53.1 million (2012: GBP45.0 million). - Headline earnings2 increased by 20.1% to GBP35.2 million (2012: GBP29.3 million). - EPS increased by 30.2% to 2.63p (2012: 2.02p). - HEPS increased by 6.9% to 2.17p (2012: 2.03p). - Net debt of GBP6.2 million at year end (2012: Net cash of GBP19.8 million), and an undrawn RCF balance of GBP29.0 million. - The Group repaid GBP12.3 million of its RCF, with remaining balance of GBP11.0 million at year end. - Group capital expenditure incurred on sustaining and expansion capital amounted to GBP27.6 million (2012: GBP17.4 million). - Final GBP dividend will be confirmed prior to the AGM, based on prevailing ZAR:GBP exchange rate. Evander Gold Mines Ltd ('Evander Mines') acquisition - Concluded acquisition of Evander Mines on 28 February 2013 for effectively ZAR1,313.1 million from Harmony Gold Mining Company Ltd ('Harmony'). - Transaction was funded by combination of funds received for a rights issue, RCF drawdown and internally generated cash. - The acquisition effectively doubles the Group's gold production profile to approximately 200,000oz per annum. Gold mining operations - Barberton Mines - Gold sold increased by 2.0% to 96,296oz (2012: 94,449oz). - Revenue increased by 8.9% to ZAR1.35 billion (2012: ZAR1.24 billion). - EBITDA increased by 2.6% to ZAR622.9 million (2012: ZAR606.9 million). - Cash cost per kilogram increased by 14.5% to ZAR221,424/kg(2012: ZAR193,360/ kg). - Sustainable capital expenditure4 amounted to ZAR87.2 million (2012: ZAR76.4 million). - Sustained an underground head grade in excess of 10g/t at 11.8g/t (2012: 11.2g/t). - The operation regretfully reports two fatalities during the year under review. - Lost time injury frequency rate ('LTIFR') decreased to 2.6 (2012: 3.3) and reportable injury frequency rate ('RIFR') increased to 1.5 (2012: 0.7). Gold mining operations - Evander Mines (effective 4 months of consolidated results in the current year) - Effective ownership of Evander Mines from 28 February 2013. - Gold sold for the 4 months amounted to 34,197oz. - Additional contribution to Group revenue of ZAR438.9 million. - Cash costs achieved were ZAR259,640/kg, in comparison to an average gold price received of ZAR412,641/kg. - Evander generated EBITDA of ZAR152.3 million during this period. - Sustainable capital expenditure amounted to ZAR38.7 million. - Maintained an underground head grade of 7.8g/t. - For the full year the LTIFR decreased to 2.9 (2012:4.0) and the RIFR decreased to 1.7 (2012: 3.1). Platinum tailings operations - Phoenix Platinum Mining (Pty) Ltd ('Phoenix Platinum') - Commissioned in July 2012 for accounting purposes. - Production of 6,480oz PGE 6E 5 (2012:3,474oz PGE 6E). - The average PGE 6E basket price received increased by 21.3% to ZAR9,093/oz (2012: ZAR7,499/oz)6. - Cost per ounce of production decreased by 3.8% to ZAR7,550/oz (2012: ZAR7,847/oz) 6. Near-term production - Barberton Tailings Retreatment Plant ('BTRP') - Inaugural gold pour completed on 28 June 2013, plant commissioned on schedule and within budget in July 2013. - Capital expenditure incurred on the BTRP in the current financial year of ZAR229.6 million (2012: ZAR43.3 million)7. - Capital expenditure to date of ZAR272.9 million, funded internally from cash generated by Barberton Mines. Notes: EBITDA is represented by earnings before interest, taxation, depreciation, amortisation, bargain purchase gain, impairments and loss on disposal of asset held for sale. Headline earnings exclude a bargain purchase gain of ZAR 322.4 million (GBP24.1 million), impairments of ZAR242.3 million (GBP16.1 million) and loss on disposal of asset held for sale of ZAR8.2 million (GBP0.6 million). Movement in the reserve and resource inventory includes Manica in the prior year. Sustainable capital expenditure includes normal sustainable capital expenditure but excludes once-off projects such as the BTRP. PGE 6E's are platinum, palladium, rhodium, gold, ruthenium and iridium. Phoenix Platinum costs and revenues were capitalised in the prior year, while the plant was being ramped up to steady state production. BTRP capital expenditure relates directly to plant and tailings storage facility construction, and excludes the purchase of additional Harper tailings and the associated land purchased in the prior year for ZAR12.1 million. Financial Summary For the year ended 30 June 2013 For the year ended 30 June 2012 Revenue (ZAR millions/GBP millions) 1,848.1 133.5 1,240.3 101.1 EBITDA (ZAR millions/GBP millions) 735.2 53.1 552.5 45.0 Attributable earnings (ZAR millions/GBP millions) 558.9 42.6 358.9 29.2 EPS (cents/pence) 34.51 2.63 24.83 2.02 HEPS (cents/pence) 30.07 2.17 24.89 2.03 Proposed dividend (cents/pence) 13.14 0.83 (estimate) - - Net asset value per share (cents/pence) 140.93 9.45 93.74 7.09 Weighted average number of shares in issue (millions) 1,619.8 1,619.8 1,445.2 1,445.2 Note 1: The GBP approximate proposed dividend was calculated based on 13 September2013 closing exchange rate of ZAR15.76:1. The UK shareholders are to note that a revised exchange rate will be communicated prior to dividend approval at the AGM. Therefore the proposed dividend is approximately 0.83p. Ron Holding, CEO of Pan African Resources commented, "Pan African Resources exceeded most of its targets for the financial year ended 30 June 2013, delivering growth with pleasing operational and financial performances. Evander Mine's acquisition and the commissioning of the new BTRP have positioned Pan African Resources to produce approximately 200,000 profitable ounces of gold a year. There is also further growth potential through the exploitation of other near term organic projects. The board of Pan African Resources has decided to recommend a dividend approximating ZAR0.1314 per share or ZAR240 million to shareholders, for approval at the annual general meeting". Nature of business Pan African Resources is a precious metals, African-focused mining company. Pan African Resources delivered a good operational performance with all operations being cash generative. It has a strong statement of financial position which enables it to fund all on-mine capital expenditure requirements from internally generated funds. The Company's strategy of targeting long life, high grade projects with attractive margins and low cash cost profiles, which are either near or at the production stage, enables it to consistently maintain and improve its resource base and its profit margins, with the primary objective of ensuring continued growth in shareholder value. Successful acquisition of Evander Mines On 30 May 2012, Pan African Resources advised shareholders that it had entered into an agreement with Harmony to acquire the entire issued share capital and claims against Evander Mines for a purchase consideration of ZAR1,500.0 million. The acquisition was concluded by a wholly-owned subsidiary of the Company, Emerald Panther Investments 91 (Pty) Ltd ('Emerald Panther'). In terms of the sale and purchase agreement, the purchase price increased effectively from 1 October 2012, until the date that all conditions precedent had been met, resulting in the purchase price increasing by ZAR23.1 million to ZAR1,523.1 million. The Group assumed effective control over Evander Mines on 28 February 2013 and settled the balance owing to Harmony of ZAR1,523.1 million in the following manner: - Funds raised from the shareholder rights issue of ZAR707.3 million. - Debt funded from a drawdown on the Group's RCF of ZAR350.0 million (total RCF facility available of ZAR600m). - Cash funded from Group operational cash flows of ZAR255.8 million. - Cash generated by Evander Mines prior to Emerald Panther taking control of ZAR210.0 million. The ZAR210.0 million above represents cash generated by Evander Mines between 1 April 2012 and 28 February 2013 and was paid as a dividend to Harmony prior to Pan African Resources assuming effective control of Evander Mines. For accounting purposes, this amount was deducted in determining the final purchase price consideration and investment held by Emerald Panther in Evander Mines, with the final investment amount calculated as ZAR1,313.1 million. A preliminary analysis of the fair value of assets and liabilities of Evander Mines at acquisition appears in the following purchase price allocation (PPA) table, prepared in accordance with IFRS3 Business combinations. This analysis resulted in a bargain purchase gain of ZAR322.4 million (GBP24.1 million), included in Pan African Resources earnings for the year. Reconciliation of the purchase consideration ZAR GBP and fair value at acquisition: (millions) (millions) Net assets acquired at fair value 1,635.5 122.3 Bargain purchase gain 322.4 24.1 Effective purchase consideration 1,313.1 98.2 Evander Mines dividend to Harmony 210.0 15.7 Original Purchase Consideration 1,523.1 113.9 Financial Performance Key external drivers of the Group's results: Exchange rates and their impact on results All of the Group's subsidiaries are incorporated in South Africa and their functional currency is ZAR. The Group's books of prime entry are maintained in ZAR and, with the exception of product sales, which are conducted in US dollars ('USD') prior to conversion into ZAR, business is conducted in ZAR. The on-going review of the results of operations conducted by executive management and by the board of directors is also performed in ZAR. The Group's presentation currency is GBP, due to its ultimate holding Company, Pan African Resources PLC, being incorporated in England and Wales and dual-listed in the United Kingdom and South Africa. In the current financial year, the average ZAR/GBP exchange rate was ZAR13.84:1 (2012: ZAR12.27:1), and the closing ZAR/GBP exchange rate was ZAR15.01:1 (2012: ZAR12.91:1). The year-on-year change in the average and closing exchange rates of 12.8% and 16.3% respectively must be taken into account for the purposes of translating and comparing year-on-year results. The Group converts and records its revenue from precious metals sales in ZAR, and the deterioration in the value of the ZAR/USD exchange rate during the financial year had a compensating effect on the weaker USD metals price revenue. The average ZAR/USD exchange rate was 13.9% weaker at ZAR8.83:1 (2012: ZAR7.75:1). The commentary below analyses the current and prior year's results. Key aspects of the Group's ZAR results appear in the body of this commentary and have been used as the basis against which its financial performance is measured. The gross GBP equivalent figures can be calculated by applying the exchange rates as listed above. Commodity prices During the course of the 2013 financial year, higher gold prices were achieved for sales over the first three financial quarters, when compared to prior year prices. Gold prices retreated considerably during the last quarter of the financial year, impacting the average USD gold price received for the year. The Group realised an average gold price of USD1,553/oz for the year, a decrease of 8.3% from the USD1,694/oz achieved in the prior year. The average ZAR gold price received by the Group increased by 4.4% to ZAR440,824/kg (2012: ZAR422,215/kg), shielded by the weakening in the ZAR against the USD. The PGM 6E basket market price during the 2013 financial year decreased by 3.4% to USD1,552/oz (2012: USD1,606/oz). Phoenix Platinum achieved an average PGM 6E basket price of USD1,030/oz (2012: USD968/oz), after taking into account the terms of its off-take agreement with Western Platinum Limited. The average ZAR PGE 6E basket price received by the Group increased by 21.3% to ZAR9,093/oz (2012: ZAR7,499/oz). Inflation and cost escalation During the financial year, the consumer price index ('CPI'), (a primary indicator of South Africa's inflation) was reported at 5.5% (2012: 5.5%). The main indicator of producer price inflation ('PPI') was at 5.9% (2012: 6.6%). Interest rates The Group pays a margin of 280bps above the Johannesburg interbank agreed rate ('JIBAR') on its RCF balance outstanding, and receives interest on cash on hand at quoted call account rates. Statement of Comprehensive Income Pan African Resources consolidated results including Evander Mines. 2013 2012 Movement ZAR GBP ZAR GBP ZAR GBP (millions) (millions) (millions) (millions) Revenue 1,848.1 133.5 1,240.3 101.1 49.0% 32.0% Cost of production (985.1) (71.2) (566.0) (46.1) 74.0% 54.4% Mining profit 776.8 56.1 632.3 51.5 22.9% 8.9% EBITDA 735.2 53.1 552.5 45.0 33.1% 18.0% Profit after taxation 558.9 42.6 358.9 29.2 55.7% 45.9% Headline earnings 487.0 35.2 359.7 29.3 35.4% 20.1% EPS (cents/pence) 34.51 2.63 24.83 2.02 39.0% 30.2% HEPS (cents/pence) 30.07 2.17 24.89 2.03 20.8% 6.9% Group revenue year-on-year increased by 49.0% to ZAR1,848.1 million (2012: ZAR1,240.3 million). Evander Mines contributed ZAR438.9 million, Phoenix Platinum contributed ZAR58.9 million and Barberton Mines contributed ZAR110 million, resulting in a ZAR607.8 million increase in revenue. Barberton Mines recorded an increase in revenue due to an increase in gold ounces sold and higher ZAR gold prices achieved. The Group realised an average gold price of ZAR440,824/kg (2012: ZAR422,215/kg) and an average price for PGM 6E of ZAR292,355/kg. The Group's year-on-year total cost of production reflects an increased by ZAR419.1 million to ZAR985.1 million (2012: ZAR566.0 million), of which Evander Mines contributed ZAR275.5 million, and Phoenix Platinum ZAR48.9 million of the increase. Barberton Mines' costs increased by 16.7%, which contributed ZAR94.7 million to the Group's cost of production increase. The Group has adopted reporting cash costs in line with the recommendation of the World Gold Council, and the table below reflects the consolidated Group's overall gold operations costs per kilogram. World gold council cost analysis: Units 2013 2012 Movement Cash cost (ZAR/kg) 231,439 193,360 19.7% All-in sustaining cash costs (ZAR/kg) 281,551 246,801 14.1% All-in costs (ZAR/kg) 343,949 265,713 29.4% The Group's cost of production per kilogram increased by 19.7% to ZAR231,439/kg (2012: ZAR193,360/kg). Evander Mines' cost of production averaged ZAR259,640/ kg, compared to Barberton Mines' average cost of production of ZAR221,424/kg. Factors contributing to the average increase year-on-year were salary and wages costs increases at Barberton Mines of 16.1%, an increase in the cost of electricity of 15.0%, mining costs increasing by 32.3%, primarily due to higher vamping contractor costs as a result of additional kilograms produced by this contractor. The mining costs also included additional secondary support costs incurred at Fairview to establish additional mineable panels. The Group's all-in sustaining cash cost of production per kilogram (including direct cost of production, royalties, associated corporate costs and overheads and sustainable capital expenditure) increased by 14.1% to ZAR281,551/kg (2012: ZAR 246,801/kg), largely impacted by higher on-mine maintenance and development capital expenditure. The Group's all-in cost per kilogram (sustaining cost of production plus once-off expansion capital) increased by 29.4% to ZAR343,949/kg (2012: ZAR 265,713/kg), due to high capital expenditure incurred on the construction of the BTRP and Evander shaft deepening project. The Group incurred overall lower royalty costs as a result of the higher capital expenditure on the BTRP, which is factored into the all-in cash costs for the royalty calculation. When costs are compared to the average gold price received of ZAR440,824 during the year, it demonstrates the Group's current overall available gold mining margins. The Group's EBITDA increased by 33.1% to ZAR735.2 million (2012: ZAR552.5 million), mainly as a result of the inclusion of Evander Mines' EBITDA of ZAR152.3 million. Pan African Resources achieved an increase of 55.7% in profit after tax to ZAR558.9 million (2012: ZAR358.9 million), due to inter alia, the following reasons: - An improved performance at Barberton Mines, - Four months profit contribution from Evander Mines, - Bargain purchase gain of ZAR322.4 million arising on the Evander Mines acquisition. The bargain purchase gain was largely offset by once-off costs, comprising of Phoenix Platinum's impairment of ZAR100 million, an Auroch impairment of ZAR142.3 million, a loss on disposal of asset held for sale of ZAR8.2 million and once-off acquisition costs relating to Evander Mines of ZAR18.3 million. The impairments arose as a result of, inter alia, lower precious metal price forecasts and exploration and mining challenges in the current depressed mining environment. The Group's current tax charge increased marginally by 5.4% to ZAR167.9 million (2012: ZAR159.3 million). The significant BTRP capital expenditure of ZAR229.5 million incurred in the year was fully tax deductible, resulting in the effective current tax rate decreasing to 22.2% (2012: 30.7%). Phoenix Platinum has unredeemed capital expenditure of ZAR133.2 million at year end, which will be utilised in the future. The Group's EPS in ZAR amounted to 34.51 cents (2012: 24.83 cents) resulting in an increase of 39.0%. The rights issue during January 2013 resulted in the weighted average number of shares in issue increasing by 12.1% during the year to 1,619.8 million (2012: 1,445.2 million). The Group's HEPS in ZAR terms amounted to 30.07 cents (2012: 24.89 cents), an increase of 20.8%. The current year's HEPS differ from EPS due to the bargain purchase gain, impairment charges and loss on sale of investment, which are adjusted for when calculating the HEPS. This net adjustment amounted to ZAR71.9 million. Statement of Financial Position 2013 2012 Movement ZAR GBP ZAR GBP ZAR GBP (millions) (millions) (millions) (millions) Non-current assets 3,726.2 249.3 1,143.8 86.1 225.8% 189.5% Current assets 401.5 26.7 367.8 28.5 9.2% -6.3% Total equity 2,568.8 172.2 1,357.5 102.6 89.2% 67.8% Non-current liabilities 1,200.9 80.0 180.8 14.0 564.2% 471.4% Current liabilities 361.2 24.1 142.9 11.1 152.8% 117.1% Notes: 1. At 30 June 2012, Phoenix Platinum had not reached steady state production, therefore all income and expenditure was capitalised as per IAS16 property plant and equipment. 2. Current assets at 30 June 2013 exclude non-current assets held for sale of ZAR3.2 million (GBP0.2 million) and at 30 June 2012, ZAR169.6 million (GBP13.1 million). Non-current assets increased by 225.8% to ZAR3,726.2 million. The majority of this significant increase is attributable to the Evander Mines acquisition and related fair value adjustments to the property plant and equipment acquired (ZAR2,157.0 million), as well as capital expenditure at Barberton Mines of ZAR316.8 million, of which ZAR229.6 million related to the BTRP and is classified as a major project and therefore non-sustainable capital. Included in non-current assets at 30 June 2013 is Evander Mines' rehabilitation trust fund balance of ZAR218.7 million. The rehabilitation trust funds amount is invested in interest-bearing short-term investments or medium-term equity linked notes issued by commercial banks. Current assets increased by 9.2% to ZAR401.5 million, as a result of increases in inventory and accounts receivable. Inventory increased due to the inclusion of Evander Mines' inventory balances, which included Evander Mines' gold stock not yet sold. In addition, BTRP's reagent consumables were held for the first time in the current year. The Group's debtor days increased to 30 days (2012: 15 days), due to larger debtor balances at year end. Contributing to the increase in the Group's equity are the proceeds of ZAR707.3 million rights issue undertaken to fund the Evander Mines acquisition and the increase in the current years retained income, as a result of profit of after tax of ZAR558.9 million. Non-current liabilities increased by 546.2% to ZAR1,200.9 million, due to the inclusion of Evander Mines' rehabilitation provision of ZAR182.3 million and Evander Mines' deferred tax liability of ZAR607.9 million. In addition, Pan African Resources raised ZAR350 million in RCF debt to fund the Evander Mines transaction. At 30 June 2013, an amount of ZAR165.2 million of this RCF debt remains outstanding and is included in non-current and current liabilities. It is pleasing to note that ZAR184.8 million was repaid within four months of the initial ZAR350 million drawdown. Current liabilities increased by 152.8% to ZAR361.2 million. The majority of the increase relates to the inclusion of Evander Mines' trade and other payables, amounting to ZAR192.1 million. The balance of the increase mainly relates to Barberton Mines' increase in trade and other payables of ZAR58.3 million as a result of the BTRP construction contracts. The increase in the accounts payable resulted in the creditor days increasing to 60 days (2012: 30 days). Capital expenditure during the year amounted to ZAR381.5 million as detailed per operation below: For the Year Ended 30 June 2013 For the Year Ended 30 June 2012 Operational capital expenditure ZAR (millions) GBP (millions) ZAR (millions) GBP (millions) Barberton Mines 87.2 6.3 76.4 6.2 BTRP 229.6 16.6 55.4 4.5 Evander Mines 62.4 4.5 - - Phoenix Platinum 2.2 0.2 81.9 6.7 Corporate 0.2 - 0.2 - Total capital expenditure 381.6 27.6 213.9 17.4 Statement of Cash Flow The Group's cash and cash equivalents decreased to ZAR71.6 million (2012: ZAR255.5 million) due to funding of both the Evander Mines acquisition and construction of the BTRP. Despite these outflows, the Group was still able to generate sufficient cashflows from operations to fund on-mine capital expenditure and ZAR184.8 million in RCF repayments during the year. The Group remains cash generative with a net debt position of only ZAR93.6 million at year-end. The cash generated by the operations is a reflection of the quality gold assets and the available profit margins as a result of cost control and improved production results. Review of Gold Operations The following figures represent the two gold operations, Barberton Mines and Evander Mines. Evander Mines was consolidated from 1 March 2013, therefore contributing 4 months to the Group's production and financial statistics. Group gold production summary 2013 2012 2011 2010 2009 Tonnes milled - underground (t) 402,355 282,041 296,200 313,167 313,952 Tonnes milled - surface (t) 110,514 26,054 - - - Tonnes milled - total (t) 512,869 308,095 296,200 313,167 313,952 Head grade - underground (g/t) 10.5 11.2 10.6 10.6 10.3 Head grade - surface (g/t) 1.3 1.9 - - - Head grade - total (g/t) 8.6 10.6 10.6 10.6 10.3 Recovered grade (g/t) 7.9 9.5 9.7 9.7 9.4 Overall recovery (%) 92% 91% 91% 91% 91% Production - underground (oz) 126,657 93,381 92,043 97,483 94,909 Production - surface (oz) 3,836 1,068 - - 3,955 Gold sold (oz) 130,493 94,449 92,197 98,091 97,353 Average spot price received (ZAR/kg) 440,824 422,215 306,757 267,876 251,740 Total cash costs (ZAR/kg) 231,439 193,360 175,520 158,711 136,178 All-in sustaining cash costs (ZAR/kg) 281,551 246,801 217,524 189,308 155,910 All-in cost (ZAR/kg) 343,949 265,713 217,524 189,308 155,910 Total cash costs (ZAR/t) 1,832 1,844 1,707 1,537 1,313 Capital expenditure (ZAR millions) 379.1 131.8 75.2 70.6 58.7 Exchange rate - average (GBP) 13.84 12.27 11.11 11.93 14.39 Exchange rate closing (GBP) 15.01 12.91 10.94 11.53 12.66 Exchange rate - average (USD) 8.83 7.75 6.99 7.59 9.03 Exchange rate closing (USD) 9.87 8.27 6.83 7.65 7.72 Review of Barberton Mines Safety This past financial year was not without disappointments and challenges from a safety perspective. Although safety is the top priority at Pan African Resources, we are saddened to report the tragic loss of two employees at Barberton Mines. - On 17 November 2012, Gert Fourie passed away when the truck he was driving left the road, overturned and rolled down a hill at Barberton's Sheba Mine. - On 7 March 2013, Velly Malumane was fatally electrocuted while welding underground. Subsequent to these accidents, employees were counselled and engaged as to possible causes and remedial actions to prevent similar accidents happening in the future. To encourage them to work safe, each employee, supervisor and manager also signed a commitment pledge. In the 2013 financial year, Barberton Mines' total recordable injury frequency rate (TRIFR) improved from 25.1 to 19.2 per 1,000,000 man hours worked, and the lost time injury frequency rate (LTIFR) improved from 3.3 to 2.6 per 1,000,000 man hours worked. Due to two fatalities at the operation, the reportable injury frequency rate (RIFR) has shown a regression from 0.7 to 1.5 per 1,000,000 man hours worked. Operating performance Barberton Mines sold 96,296oz of gold during the year, an increase of 1.9% from the previous year (2012: 94,449oz). Mining operations accounted for 310kt milled, an increase of 1% from the prior year (2012: 308kt). The increase in tonnes milled was mostly due to an increase in surface stockpiles processed of 35kt(2012: 26kt). Head grade and overall recoveries remained relatively constant at 10.6g/t (2012: 10.5g/t) and 91% (2012: 91%). Total USD cash costs per ounce increased by 1% to USD780/oz (2012: USD776/oz). However in ZAR per kilogram terms, total cash costs increased by 14.5% to ZAR221,424/kg (2012: ZAR193,360/kg). The Barberton Mines all-in cash cost increased by 31.8% to ZAR350,302/kg (2012: ZAR 265,713/kg). This high percentage increase was as a result of once-off non-sustainable capital invested in building the BTRP. Production summary Financial year: 2013 2012 2011 2010 2009 Tonnes milled: (t) 274,398 282,041 296,200 313,167 313,952 underground Tonnes milled: surface (t) 35,086 26,054 - - - Tonnes milled: total (t) 310,484 308,095 296,200 313,167 313,952 Head grade: underground (g/t) 11.8 11.2 - - - Head grade: surface (g/t) 1.5 1.9 - - - Head grade: total (g/t) 10.6 10.5 10.6 10.6 10.3 Recovered grade (g/t) 9.6 9.5 9.7 9.7 9.4 Overall recovery (%) 91 91 91 91 91 Production: underground (oz) 95,135 93,381 92,043 97,483 94,909 Production: surface (oz) 1,161 1,068 - - 3,955 Gold sold (oz) 96,296 94,449 92,197 98,091 97,353 Average price: spot (ZAR/kg) 450,829 422,215 306,757 267,876 251,740 Total cash cost (ZAR/kg) 221,424 193,360 175,520 158,711 136,178 All-in sustaining cash (ZAR/kg) 273,653 246,801 217,524 189,308 155,910 cost All-in cash cost (ZAR/kg) 350,302 265,713 217,524 189,308 155,910 Total cash costs (ZAR/t) 2,153 1,844 1,707 1,537 1,313 Capital expenditure (ZAR 316.8 131.8 75.2 70.2 58.7 millions) Capital expenditure Total capital expenditure at Barberton Mines increased by 140.3% to ZAR316.8 million (2012: ZAR131.8 million). Maintenance capital expenditure of ZAR45.1 million (2012: ZAR38.7 million) and development capital expenditure of ZAR42.1 million (2012: ZAR37.7 million) was incurred. The BTRP capital expenditure at the end of the financial year totalled 2013 ZAR229.6 million (2012: ZAR55.4 million). Review of Evander Mines Safety Evander Mines' TRIFR improved from 8.0 to 7.7 per 1,000,000 man hours worked. The LTIFR has shown a vast improvement from 4.0 to 2.9 per 1,000,000 man hours worked, and its RIFR has improved from 3.1 to 1.7 per 1,000,000 man hours worked. Operating performance Evander Mines sold 34,197oz during the 4 months it was consolidated into the Group. Mining operations accounted for 128kt of the tonnes milled and surface operations for 74kt. For the full year, Evander Mines sold 95,089oz (2012: 108,123oz). The underground head grade achieved during the first 4 months of ownership was at 7.8g/t, in comparison to the full year's underground headgrade of 7.4g/t (2012: 7.2g/t). Evander Mines achieved a total USD cash costs per ounce of USD915/oz. In ZAR per kilogram terms, total cash costs were ZAR259,640/kg. Financial year: 2013 1 Tonnes milled: underground (t) 127,957 Tonnes milled: surface (t) 74,428 Tonnes milled: total (t) 202,385 Head grade: underground (g/t) 7.8 Head grade: surface (g/t) 1.2 Head grade: total (g/t) 5.4 Recovered grade (g/t) 5.1 Overall recovery (%) 96 Production: underground (oz) 31,522 Production: surface (oz) 2,675 Gold sold (oz) 34,197 Average price: spot (ZAR/kg) 412,641 Total cash cost (ZAR/kg) 259,640 All-in sustaining cash cost (ZAR/kg) 303,790 All-in cash cost (ZAR/kg) 326,061 Total cash costs (ZAR/t) 1,365 Capital expenditure (ZAR millions) 62.4 Note 1: Production and financial information relates to the four month period 1 March 2013 to 30 June 2013. Capital expenditure Total capital expenditure at Evander Mines was ZAR62.4 million for the 4 month period. Maintenance capital expenditure of ZAR19.9 million and development capital expenditure of ZAR42.5 million was incurred. Review of platinum tailings operations Review of Phoenix Platinum Safety Phoenix maintained its excellent safety record, with no injuries recorded since turning the first sod in April 2010. The Phoenix team strives to eliminate all potential hazards thus ensuring a safe workplace for its employees through: - The continuous mitigation of day to day operational risks - Training and communication of identified challenges - Visible felt leadership. Operating performance Phoenix Platinum sold 6,480oz PGE 6E (2012: 3,474oz PGE 6E). The average PGE 6E basket price received increased by 21.3% ZAR9,093/oz (2012: ZAR7,499/oz). Cost per ounce of production decreased by 3.8% to ZAR7,550/oz (2012: ZAR7,847/oz ). The plant feed increased during the year due to processing additional tonnes from the Buffelsfontein dumps. The Chrome Tailing Retreatment Plant ('CTRP') was designed to treat sulphide material from International Ferro Metals Ltd ('IFM') Lesedi Mine. IFM initially supplied Phoenix Platinum with sulphide-rich material from its Lesedi underground operations, however the ferrochrome producer cut back drastically on operations at Lesedi in the prior year and started mining oxidised material from their open cast section. This resulted in oxidised tailings being blended into the Phoenix Platinum feedstock. The metallurgy of oxidised tailings negatively affects recovery and concentrate grade in the CTRP. This in turn results to poor PGM concentrate production. Phoenix Platinum is currently doing the following to address the issue of oxidised feedstock: - Increase feed tonnages into the plant - Investigating methods of chemically converting oxide material to improve recoveries - Expedite deliverables for the new tailings storage facility project to increase bypass capacity - Cost management to decrease operating costs Financial year: 2013 20121 Plant feed - Lesedi (t) 16,216 58,185 Plant feed - IFM opencast (t) 76,258 33,627 Plant feed - IFM toll (t) 7,607 - Plant feed - Buffelsfontein dumps (t) 174,109 32,652 Plant feed - Total (t) 274,190 124,464 Head grade (g/t) 3.68 4.16 Plant recovery (%) 21 21 Chromium(III) oxide (Cr2O3) (%) 2.20 2.49 Production and sales of PGE 6E (oz) 6,480 3,474 Basket price received (ZAR/oz) 9,093 7,499 Total cash costs (ZAR/oz) 7,550 7,847 Total cash costs (ZAR/t) 178 170 Capital Expenditure (ZAR millions) 2.2 81.9 Note 1: Phoenix Platinum was fully commissioned for accounting purposes on 1 July 2012, therefore all associated revenues and costs were capitalised in the prior year. Capital expenditure Total capital expenditure at Phoenix Platinum decreased to ZAR2.2 million (2012: ZAR81.9 million). Near-term production BTRP As a consequence of successful metallurgical test work carried out on composite drill hole samples drilled during the previous financial year, the potential of retreating the Bramber tailings dam was assessed in a feasibility study for the proposed construction of a tailings retreatment plant at Fairview Mine. The viability of a retreatment plant was confirmed in an independent review by Venmyn Rand (Pty) Ltd. Detailed engineering, process and flow design to treat approximately 1.2 Mt per annum was carried out by Basil Read Matomo. When in full production the BTRP will increase the annual production profile at Barberton Mines by approximately 20,000 oz to 115,000 oz a year. With a forecast cost structure of USD725/oz, this project falls well in line with the Company's strategy of developing low cost, high margin projects. The LOM of the BTRP has been augmented by auger drilling on an additional 6 Mt of tailings at the Consort tailings dam, extending the life of the project from six to 12 years. Final commissioning was completed in June 2013 and production build-up commenced. The commissioning of the BTRP project created 83 new jobs in the Barberton area. BTRP capital expenditure Barberton Mines spent ZAR229.6 million in the current financial year (2012: ZAR43.3 million). The capital expenditure relates directly to the plant and tailings storage facility construction and excludes the purchase of additional Harper tailings and the associated land purchased in the prior year for ZAR12.1 million. Historical capital Forecasted capital Prior Year 12 months Amount spent Forecasted to Total - 30 June ended 30 project to completion project 2012 June 2013 date costs forecast costs ZAR ZAR ZAR ZAR ZAR BTRP Construction (millions) (millions) (millions) (millions) (millions) Construction and Infrastructure 42.8 185.4 228.2 10.8 239.0 Quantity surveying - 1.9 1.9 0.7 2.6 Environmental 0.5 0.5 1.0 - 1.0 Tailings storage facility - 41.8 41.8 20.6 62.4 Total 43.3 229.6 272.9 32.1 305.0 Auroch Minerals NL ('Auroch') During the year, the Group divested of its 100% shareholding in Manica, its gold exploration project in Mozambique, in exchange for a 42% equity share in Australian-listed Auroch. No non-financial performance indicators are included in this report for either Manica or Auroch. More information concerning Auroch is available at www.aurochminerals.com. Commitments The Groups commitments have been presented in both ZAR and GBP for use of review for both UK and SA shareholders. The Group had no contingent liabilities in the current financial year or prior year. Commitments reported in ZAR The Group had outstanding open orders contracted for at year end of ZAR72.7 million (2012: ZAR158.9 million). The Group had guarantees of ZAR23.4 million (2012: ZAR3.8 million) in favour of Eskom, and ZAR14.0 million (2012: ZAR2.9 million) in favour of the Department of Mineral Resources at year end. Operating lease commitments, which fall due within the next year, amounted to ZAR1.6 million (2012: ZAR1.6 million). Commitments reported in GBP The Group had outstanding open orders contracted for at year end of GBP4.8 million (2012: GBP12.3 million). The Group had guarantees of GBP1.6 million (2012: GBP0.3 million) in favour of Eskom, and GBP0.9 million (2012: GBP0.2 million) in favour of the Department of Mineral Resources at year end. Operating lease commitments, which fall due within the next year, amounted to GBP0.1 million (2012: GBP0.1 million). Basis of preparation of financial statements Investors should consider non-Generally Accepted Accounting Principles ('non-GAAP') financial measures shown in this provisional announcement in addition to, and not as a substitute for or as superior to, measures of financial performance reported in accordance with International Financial Reporting Standards ('IFRS'). The IFRS results reflect all items that affect reported performance and therefore it is important to consider the IFRS measures alongside the non-GAAP measures. JSE Limited listing The Company has a dual primary listing on the JSE Limited ('JSE') and the AIM market ('AIM') of the London Stock Exchange. The provisional announcement has been prepared in accordance with SAICA financial reporting guidelines as issued by the accounting practice committee and financial reporting pronouncement as issued by the financial reporting council, and the information as required by International Accounting Standards ('IAS') 34: Interim Financial Reporting. The Group's South African external auditors, Deloitte & Touche, have issued their opinion on the Group's Annual Financial Statements for the year ended 30 June 2013. The audit was conducted in accordance with International Standards on Auditing. They have expressed an unmodified opinion on the Annual Financial Statements from which the Group's provisional announcement was derived. A copy of their audit report is available for inspection at the Company's registered office. Any reference to future financial performance included in these Group financial statements have not been reviewed or reported on by the Group's South African external auditors. The auditor's report does not necessarily report on all of the information contained in this announcement/ financial results. Shareholders are therefore advised that in order to obtain a full understanding of the nature of the auditor's engagement they should obtain a copy of that report together with the accompanying financial information from the issuer's registered office. AIM listing The financial information for the year ended 30 June 2013 does not constitute statutory accounts as defined in sections 435 (1) and (2) of the United Kingdom ('UK') Companies Act 2006 but has been derived from those accounts. Statutory accounts for the year ended 30 June 2012 have been delivered to the Registrar of Companies and those for 2013 will be delivered following the Company's annual general meeting. Deloitte & Touche UK, the external auditors have reported on these accounts for the year ended 30 June 2013. Their report was unqualified, did not include a reference to any matters to which auditors draw attention by way of emphasis of matter and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. These statutory accounts have been prepared in accordance with IFRS and IFRS Interpretations Committee ('IFRIC') interpretations adopted for use by the European Union, with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. Directorship Changes The following changes took place up to the announcement date of 17 September 2013: Appointments: - R Holding was appointed as the Chief executive officer with effect from 9 September 2013. - JAJ Loots was appointed as Financial director effective 1 October 2013. JAJ Loots was previously Pan African Resources Financial director and also a non-executive director of the Group. JAJ Loots is a permanent employee of Shanduka but will vacate this position to join the Group. Resignations: - J Nelson resigned on 28 February 2013. - B Sitole resigned as the Financial director, effective 30 September 2013, to focus on personal commitments. Shares Issued During the period under review the Company announced the issue and allotment of 374,571,902 new ordinary shares in respect of share options exercised and rights offer issue: On 25 October 2012 3,000,000 shares was issued to A Esterhuizen at 7 pence per share, in relation to share options exercised. On 17 January 2013 370,071,902 shares was issued at 14 pence per share, to raise funds to finance the acquisition of Evander Mines from Harmony. On 31 May 2013 1,500,000 shares issued to KC Spencer (chairman) at 6 pence per share, in relation to share options exercised. Dividend The board of directors has proposed a dividend of approximately ZAR240 million (GBP15.2 million1) for the 2013 year, equating to ZAR0.1314 per share (0.83p per share1), resulting in a dividend cover of 2.3 times. Because of the anticipated cash flow associated with the acquisition of Evander Mines, the board of directors did not propose a dividend for the year ended 30 June 2012. Note 1: The GBP proposed dividend was calculated based on 13 September 2013 closing exchange rate of ZAR15.76:1. The UK shareholders are to note that a revised exchange rate will be communicated prior to final approval at the AGM. Therefore the proposed dividend is approximately 0.83p. Going concern The board confirms that the business is a going concern and that it has reviewed the business' working capital requirements in conjunction with its future funding capabilities for at least the next 12 months, and has found them to be adequate. The Group has secured a five year revolving credit facility with Nedbank Limited and ABSA Limited. The Group at 30 June 2013 had unutilised RCF facilities of R434.8 million and cash on hand of ZAR71.6 million to assist in funding working capital requirement. Management are not aware of any material uncertainties which may cast significant doubt on the Group's ability to continue as a going concern. Should the need arise the Group can cease most exploration and capital activities, and by doing so conserve cash. Events after the reporting period The company announced on 2 September 2013 that a new issue of ordinary shares of 1p each had been made following the exercise of share options granted in 2007 under the Company's share option plan. The share issue was for 3,000,000 shares at a price of ZAR0.83 per share to an ex-employee. Company announced on 9 September the following appointments and resignations: R Holding was appointed as the Chief executive officer with effect from 9 September 2013. B Sitole resigned as the financial director, effectively from 30 September 2013 to focus on personal commitments. - JAJ Loots was appointed as Financial director effective 1 October 2013. JAJ Loots was previously Pan African Resources Financial director and also a non-executive director of the Group. JAJ Loots is a permanent employee of Shanduka but will vacate this position to join the Group. The Group regrets to report two fatalities at its Barberton Mines operation during July 2013. Accounting policies The provisional announcement has been prepared using accounting policies that comply with the International Financial Reporting Standards ('IFRS') adopted by the European Union and South Africa, which are consistent with those applied in the financial statements for the year ended 30 June 2013 and prior year end 30 June 2012. Directors' dealings During the year under review R Holding had participated in the following transactions in the Company's shares: - On 11 January 2013 subscribed for 127,500 shares at ZAR1.90 per share in the Groups rights offer issue. - On 3 March 2013 purchased 125,000 shares at a price of ZAR2.16 per share. - On 22 April 2013 purchased 100,000 shares at a price between ZAR1.90 and ZAR1.95 per share. At 30 June 2013 R Holding held a total of 852,500 shares (2012: 500,000) representing 0.05% of the issued share capital. During the year under review JP Nelson had participated in the following transactions in the Company's shares: - On 11 January 2013 subscribed for 13,157 shares at ZAR1.90 per share in the Groups rights offer issue. - On 24 February 2013 sold 135,600 shares at a price of ZAR2.65 per share. JP Nelson had 1,000,000 shares remaining upon his resignation on 28 February 2013 (2012:1,122,442) representing 0.05% of the issued share capital. During the year under review JAJ Loots had participated in the following transactions in the Company's shares: - On 11 January 2013 subscribed for 16,575 shares at ZAR1.90 per share in the Groups rights offer issue. - On 1 March 2013 purchased 100,000 shares at GBP0.16 per share At 30 June 2013 JAJ Loots held a total of 181,575 shares (2012: 65,000) representing 0.01% of the issued share capital. During the year under review KC Spencer had participated in the following transactions in the Company's shares: - On 31 May 2013 1,500,000 shares were issued to the Strode Trust, a family trust of KC Spencer at ZAR0.83, in relation to share options exercised. At 30 June 2013 KC Spencer, through the Strode Trust held a total of 1,500,000 shares (2012:nil) representing 0.08% of the issued share capital. During the year under review RG Still had participated in the following transactions in the Company's shares (both in his personal capacity and related entities): RG Still in his personal capacity: On 11 January 2013 subscribed for 510,000 shares at ZAR1.90 per share in the Groups rights offer issue. At 30 June 2013 RG Still in his personal capacity, held 2,510,000 shares (2012: 2,000,000) representing 0.14% of the issued share capital. RG Still related entities dealings: RG Still is a director of Pangea Exploration (Proprietary) Limited ('Pangea') and a trustee of a family trust ('The Alexandra Trust') which owns 50% of Pangea. RG Still is therefore deemed to have an indirect, non-beneficial interest in Pangea's holding in the Company and Pangea holds 0.12% of the current issued share capital of the Company. RG Still is also a deemed to have an indirect, non-beneficial interest in The Alexandra Trust's holding in the Company. During the year under review the Alexandra trust and Pangea had the following dealings in shares: Pangea - On 11 January 2013 Pangea subscribed for 457,418 shares at R1.90 per share in the Groups rights offer issue. At 30 June 2013 Pangea held a total of 2,251,214 shares (2012: 1,793,796) representing 0.12% of the issued share capital. Alexandra Trust - On 11 January 2013 subscribed for 3,169,880 shares at ZAR1.90 per share in the Groups rights offer issue. - On 11 January 2013 purchased additional 72,836 shares at ZAR1.90 per share in the Groups right offer issue, in an application for surplus rights offer shares. - On 30 April 2013 sold 1,700,000 shares at a price of ZAR2.22 per share. - On 8 May 2013 sold 1,000,000 shares at a price of ZAR2.24 per share. - On 9 May 2013 sold 1,100,000 shares at a price of ZAR2.34 per share. - On 10 May 2013 sold 200,000 shares at a price of ZAR2.35 per share. At 30 June 2013 the Alexandra Trust held a total of 11,673,616 shares (2012: 12,430,900) representing 0.64% of the issued share capital. Shanduka Gold (Pty) Ltd - Director dealings JAJ Loots and P Mahanyele during the financial year were permanent employees of the Shanduka Group (Pty) Ltd ('Shanduka Group'), the ultimate holding company of Shanduka Gold (Pty) Ltd ('Shanduka'). P Mahanyele is a shareholder of the Shanduka Group, and further holds options to acquire shares in the Shanduka Group. JAJ Loots also holds options to acquire shares in the Shanduka Group. Neither JAJ Loots nor P Mahanyele owns or has options to acquire more than 2% of the Shanduka Group. Shanduka sold the following nil paid letters prior to the Groups rights issue: - Between 13 December 2012 and 2 January 2013, sold 23,183,516 nil paid letters at a price range of between 36 cents and 50 cents. Shanduka subscribed for 70,189,473 shares at ZAR1.90 in the Groups Rights offer issue. At 30 June 2013 Shanduka held 436,358,058 shares representing 23.94% of the issued share capital. Segment Reporting A segment is a distinguishable component of the Group that is engaged in providing products or services in a particular business sector or segment, which is subject to risk and rewards that are different to those of other segments. The Group's business activities were conducted through five business segments: - Barberton Mines, located in Barberton South Africa, - Evander Gold Mining (Pty) Ltd and Evander Gold Mines Ltd ('Collectively known as Evander Mines'),located in Evander South Africa, - Phoenix Platinum, located near Rustenburg South Africa, - Corporate and growth projects and, - Pan African Resources Funding Company (Pty) Ltd ('Funding Company'). The Chief executive officer reviews the operations in accordance with the disclosures presented above. Pan African Resources Outlook - The Future Pan African Resources successfully operates on its strong foundation of its low cost and high margin business model. With the addition of a flat, empowered management team and low overhead structure, the group believes that it has positioned itself as a long term, sustainable business. Barberton Mines, as is evident from the success of the BTRP, has a demonstrated a proven ability to source additional ounces at low input costs. The social impact of the BTRP in the Barberton area, which has high unemployment, has been very positive with the creation of an additional 83 permanent employment opportunities. The Group will continue to ensure historic productions levels are maintained at Barberton Mines from the underground operations. The management team will further ensure the BTRP is brought into full production, taking Barberton Mines to 115,000oz of gold production. Over the past year the mining industry has placed greater emphasis on cost delivery, free cash flows and enhanced shareholders returns. Without diverting from this demand we will continue to concentrate on the efficient use of capital. Evander Mines has commenced a lower-grade mining cycle, until the 2015 financial year, when we will revert to a high-grade mining cycle. In an effort to ameliorate this reduction in revenue from the mine, we have identified and are evaluating numerous potential organic projects at Evander Mines. Through the process of targeting incremental ounces, cost of production at Evander Mines will be reduced with greater economies of scale and infrastructure synergies. Already underway is a sweeping and vamping project at Evander No.7 Shaft, producing gold from previously mined out areas. A second project to process additional surface sources requires the conversion of one of the current autogenous mills to a ball mill to process fines at a rate of 20,000 tonnes per month over 21 months, thereby extending the current LOM of surface sources. A further initiative being considered is the re-opening of the No. 3 Decline mining section at Evander Mines No.7 Shaft. This could enable the quick recovery of additional gold. An additional benefit of this project is that it allows access to the 2010 Payshoot exploration project, which has the potential of becoming a significant new mining area. Surface tailings within the Evander Mines complex have a total resource of 203 million tonnes at an average grade of 0.29 g/t. A total reserve of 39 million tonnes of tailings at 0.32 g/t is available at Kinross. The Kinross metallurgical plant, with a nameplate capacity of 260,000 tonnes per month, has some 180,000 tonnes per month of excess capacity. Having identified this as a "quick value" project, we have initiated the necessary project work to bring the proposed Evander Tailings Retreatment Project ('ETRP') into production. This project entails the upgrading of the existing Evander Mines plant with a capital investment spend estimated to be significantly less than that of the BTRP, and with expected delivery to be within 18 months. Phoenix Platinum will remain a focus area over next year in order to identify alternative feedstock for the plant to process, improve recoveries, reduce cost efficiencies and improve production levels. Other major projects at Evander Mines Additional major opportunities are the Poplar, Evander South and Rolspruit projects. We have tasked SRK to perform a bankable feasibility GAP analysis on previous pre-feasibility studies on the Poplar and Evander South projects and will, during the 2014 financial year, consider options of progressing these projects in a manner that will benefit the Group and its shareholders. Welcome and thanks A warm welcome to all new employees, shareholders and stakeholders to the Pan African Resources and in particular, to all of the new employees at Evander Mines. Our thanks go out to Graham Briggs and his Harmony team for the professional and friendly manner in which the Evander Mines deal was undertaken and the continued support provided to Evander Mines through the current shared services arrangement. Pan African Resources is privileged to have the right people at all levels in our organisation, but none are more important than those men and women who go to work daily and competently perform their duties, often under physically challenging circumstances. Underpinning our success and assisting in ensuring a bright future for Pan African Resources are the on-mine support crews, management and the behind the scenes corporate employees who deliver their best for the Group. Our lean and flat structure makes the business model possible and ensures we continue to deliver on our set goals. At the end of February 2013 our previous CEO, Jan Nelson, left Pan African Resources and we thank him for his years of service and wish him well in his future ventures. During the current year our shareholders entrusted us with more than ZAR707.3 million in an oversubscribed rights issue. We wish to thank this very distinguished shareholder base for their continued faith and loyal support. We have also been strongly supported by a well-established board that offers a broad range of experience in mining and commerce. Their on-going advice and guidance is invaluable in ensuring we remain on course. During the year Shanduka, our BEE shareholder, rendered exceptional business expertise and contributed to our success. We look forward to continuing our onward journey together! Ronald Holding Chief Executive Officer Cobus Loots Director 16 September 2013 FINANCIAL STATEMENTS - PROVISIONAL FINANCIAL INFORMATION Summarised Consolidated Statement of Financial Position at 30 June 2013 Group 30 June 2013 30 June 2012 (Audited) (Audited) GBP GBP ASSETS Non-current assets Property, plant and equipment and mineral rights 209,489,677 62,411,655 Other intangible assets 340,484 - Deferred taxation 312,798 - Goodwill 21,000,714 21,000,714 Investments in associate 1,199,071 - Rehabilitation trust fund 16,973,713 2,662,934 249,316,457 86,075,303 Current assets Inventories 6,595,740 1,868,735 Current tax asset 1,479,339 - Trade and other receivables 13,904,416 6,828,047 Cash and cash equivalents 4,768,916 19,782,179 26,748,411 28,478,961 Non-current assets held for sale 213,191 13,135,215 TOTAL ASSETS 276,278,059 127,689,479 EQUITY AND LIABILITIES Capital and reserves Share capital 18,228,342 14,482,623 Share premium 94,515,562 51,149,299 Translation reserve (22,166,345) (1,937,509) Share option reserve 1,031,955 904,902 Retained income 102,005,124 59,432,741 Realisation of equity reserve (10,701,093) (10,701,093) Merger reserve (10,705,308) (10,705,308) Equity attributable to owners of the parent 172,208,237 102,625,655 Non-controlling interest - - Total equity 172,208,237 102,625,655 Non-current liabilities Long term provisions 14,821,152 3,043,954 Long term liabilities 11,132,960 868,881 Deferred taxation 54,049,440 10,088,530 80,003,552 14,001,365 Current liabilities Trade and other payables 23,202,052 7,709,729 Current portion of long term liabilities 864,218 - Current tax liability - 3,352,730 24,066,270 11,062,459 TOTAL EQUITY AND LIABILITIES 276,278,059 127,689,479 Summarised Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2013 30 June 2013 30 June 2012 (Audited) (Audited) GBP GBP Revenue Gold sales 129,277,438 101,068,596 Platinum sales 4,257,512 - Realisation costs (226,738) (163,217) On - mine revenue 133,308,212 100,905,379 Gold cost of production (67,646,119) (46,122,811) Platinum cost of production (3,535,046) - Mining depreciation (5,998,267) (3,259,010) Mining Profit 56,128,780 51,523,558 Other (expenses)/income (5,652,226) (5,916,227) Bargain purchase gain 24,114,255 - Loss in associate (152,312) - Loss on disposal of asset held for sale (586,138) - Impairments (16,143,604) (48,238) Royalty costs (3,198,622) (3,848,450) Net income before finance income and finance costs 54,510,133 41,710,643 Finance income 1,454,659 652,267 Finance costs (1,257,696) (136,765) Profit before taxation 54,707,096 42,226,145 Taxation (12,133,063) (12,984,511) Profit after taxation 42,574,033 29,241,634 Other comprehensive income: Foreign currency translation differences (20,228,836) (10,248,051) Total comprehensive income for the year 22,345,197 18,993,583 Profit attributable to: Owners of the parent 42,574,033 29,241,634 42,574,033 29,241,634 Total comprehensive income attributable to: Owners of the parent 22,345,197 18,993,583 22,345,197 18,993,583 Earnings per share 2.63 2.02 Diluted earnings per share 2.62 2.01 Weighted average number of shares in issue 1,619,756,902 1,445,202,485 Diluted number of shares in issue 1,625,933,891 1,453,287,941 Headline earnings per share is calculated : Basic earnings 42,574,033 29,241,634 Adjustments: Bargain purchase gain (24,114,255) - Adjustments: Loss on disposal of property - 17,922 Adjustments: Loss on disposal of asset held for sale 586,138 - Adjustments: Impairment 16,143,604 48,238 Headline earnings 35,189,520 29,307,794 Headline earnings per share 2.17 2.03 Diluted headline earnings per share 2.16 2.02 Summarised Consolidated Changes in Equity for the Year Ended 30 June 2013 Share Share Share Premium Translation option Retained GROUP Capital account reserve reserve earnings GBP GBP GBP GBP GBP Balance at 30 June 2011 14,440,406 50,932,830 8,310,542 861,450 37,607,283 Issue of shares 42,217 216,469 - - - Total - - (10,248,051) 29,241,634 Comprehensive income Dividends paid - - - - (7,416,176) Share based payment - Charge for the year - - - 43,452 - Balance at 30 June 2012 14,482,623 51,149,299 (1,937,509) 904,902 59,432,741 - Issue of shares 3,745,719 46,868,536 - - Share issue costs - (3,502,273) - - - Other reserves - - - - (1,650) Total Comprehensive income - - (20,228,836) - 42,574,033 Share based payment - Charge for the year - - - 127,053 - Balance at 30 June 2013 18,228,342 94,515,562 (22,166,345) 1,031,955 102,005,124 Realisation of Merger Non-controlling GROUP equity reserve reserve interest Total GBP GBP GBP GBP Balance at 30 (10,701,093) (10,705,308) - 90,746,110 June 2011 Issue of - - - 258,686 shares Total - - - 18,993,583 Comprehensive income Dividends paid - - - (7,416,176) Share based payment - Charge for - - - 43,452 the year Balance at 30 June 2012 (10,701,093) (10,705,308) - 102,625,655 Issue of shares - - - 50,614,255 Share issue costs - - - (3,502,273) Other reserves - - (1,650) Total Comprehensive income - - - 22,345,197 Share based payment - Charge for - - - 127,053 the year Balance at 30 June 2013 (10,701,093) (10,705,308) - 172,208,237 Summarised Consolidated Cashflow Statement for the Year Ended 30 June 2013 Group 30 June 2013 30 June 2012 GBP GBP NET CASH GENERATED FROM OPERATING ACTIVITIES 48,265,537 30,575,270 INVESTING ACTIVITIES Deposit - (1,548,779) Additions to property, plant and equipment and mineral rights (27,566,533) (17,424,906) Net cash outflows from the acquisition of Evander Mines (96,006,400) - Additions to intangibles - (505,273) Proceeds on disposals of assets 10,555 - Funding of the rehabilitation trust fund 359,172 115,970 NET CASH USED IN INVESTING ACTIVITIES (123,203,206) (19,362,988) FINANCING ACTIVITIES Proceeds from borrowings 34,763,874 - Borrowings repaid (22,545,100) - Shares issued 50,614,255 258,686 Share issue costs (3,502,273) - NET CASH FROM FINANCING ACTIVITIES 59,330,756 258,686 NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (15,606,913) 11,470,968 Cash and cash equivalents at the beginning of the year 19,782,179 10,123,822 Effect of foreign exchange rate changes 593,650 (1,812,611) CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 4,768,916 19,782,179 Summarised Consolidated Segmental Analysis for year ended 30 June 2013 30 June 2013 Barberton Evander Phoenix Corporate Mines Mines Platinum and Growth Projects GBP GBP GBP GBP Revenue Gold sales*** 97,564,881 31,712,557 - - Platinum Sales - - 4,257,512 - Realisation costs (179,270) (47,468) - - On - mine revenue 97,385,611 31,665,089 4,257,512 - Cost of production (47,739,505) (19,906,614) (3,535,046) - Depreciation (3,000,640) (2,056,566) (941,061) - Mining Profit 46,645,466 9,701,909 (218,595) - Other expenses ** (2,188,879) (8,783) (221,604) (3,231,154) Bargain purchase - 24,114,255 - - loss from associate - - - (152,312) Loss on disposal of asset held for sale - - - (586,138) Impairment costs - - (2,495,480) (13,648,124) Royalty costs (2,450,476) (748,146) - - Net income / (loss) before finance income and finance costs 42,006,111 33,059,235 (2,935,679) (17,617,728) Finance income 77,463 283,229 - 1,093,967 Finance costs (107,810) (296,888) - - Profit /(loss) before taxation 41,975,764 33,045,576 (2,935,679) (16,523,761) Taxation (11,408,506) (962,917) (24,863) 286,257 Profit /(loss) after taxation 30,567,258 32,082,659 (2,960,542) (16,237,504) Segmental Assets (Total assets excluding goodwill) 63,530,231 172,971,365 13,897,511 4,867,060 Segmental Liabilities 25,018,515 65,569,101 320,175 2,151,222 Goodwill 21,000,714 - - - Net Assets (excluding goodwill) 38,511,716 107,402,264 13,577,336 2,715,838 Capital Expenditure 22,886,611 4,506,501 160,879 12,542 30 June 2013 Funding Group Company**** GBP GBP Revenue Gold sales*** - 129,277,438 Platinum Sales - 4,257,512 Realisation costs - (226,738) On - mine revenue - 133,308,212 Cost of production - (71,181,165) Depreciation - (5,998,267) Mining Profit - 56,128,780 Other expenses ** (1,806) (5,652,226) Bargain purchase - 24,114,255 loss from associate - (152,312) Loss on disposal of asset held for sale - (586,138) Impairment costs - (16,143,604) Royalty costs - (3,198,622) Net income / (loss) before finance income and finance costs (1,806) 54,510,133 Finance income - 1,454,659 Finance costs (852,998) (1,257,696) Profit /(loss) before taxation (854,804) 54,707,096 Taxation (23,034) (12,133,063) Profit /(loss) after taxation (877,838) 42,574,033 Segmental Assets (Total assets excluding goodwill) 11,178 255,277,345 Segmental Liabilities 11,010,809 104,069,822 Goodwill - 21,000,714 Net Assets (excluding goodwill) (10,999,631) 151,207,523 Capital Expenditure - 27,566,533 30 June 2012 Barberton Phoenix Corporate Group Mines Platinum* and Growth Projects GBP GBP GBP GBP Revenue Gold sales*** 101,068,596 - - 101,068,596 Platinum Sales - - - - Realisation costs (163,217) - - (163,217) On - mine revenue 100,905,379 - - 100,905,379 Cost of production (46,122,811) - - (46,122,811) Depreciation (3,259,010) - - (3,259,010) Mining Profit 51,523,558 - - 51,523,558 Other expenses ** (1,484,792) (59,957) (4,371,478) (5,916,227) Bargain purchase - - - - loss from associate - - - - Loss on disposal of asset held for sale - - - - Impairment costs (48,238) - - (48,238) Royalty costs (3,848,450) - - (3,848,450) Net income / (loss) before finance income and finance costs 46,142,078 (59,957) (4,371,478) 41,710,643 Finance income 96,202 4,911 551,154 652,267 Finance costs (136,765) - - (136,765) Profit /(loss) before taxation 46,101,515 (55,046) (3,820,324) 42,226,145 Taxation (13,058,128) 73,617 - (12,984,511) Profit /(loss) after taxation 33,043,387 18,571 (3,820,324) 29,241,634 Segmental Assets (Total assets excluding goodwill) 48,864,455 19,617,673 38,206,637 106,688,765 Segmental Liabilities 23,552,791 275,378 1,235,655 25,063,824 Goodwill 21,000,714 - - 21,000,714 Net Assets (excluding goodwill) 25,311,664 19,342,295 36,970,982 81,624,941 Capital Expenditure 10,739,237 6,672,468 13,201 17,424,906 *Costs directly attributable to Phoenix Platinum, along with attributable overheads, were capitalised to capital under construction in the prior years. On 1 July 2012 Phoenix Platinum was fully commissioned for accounting purposes, therefore all costs and revenue incurred and received respectively, were allocated to the statement of comprehensive income. ** Other expenses exclude inter-company management fees and dividends *** All gold sales were made in the Republic of South Africa and the majority of revenue was generated from a single customer, Rand Refinery (Pty) Ltd. ****The Funding Company was established during the current financial year with effect from 1 March 2013. APPENDIX A - ZAR Provisional Summarised Unaudited Consolidated Statement of Financial Position and Comprehensive Income Summarised Consolidated Unaudited ZAR Statement of Financial Position at 30 June 2013 Group 30 June 2013 31 June 2012 (Unaudited) (Unaudited) ZAR ZAR ASSETS Non-current assets Property, plant and equipment and mineral rights 3,144,440,055 805,946,666 Other intangible assets 5,110,665 - Deferred taxation 4,695,100 - Goodwill 303,491,812 303,491,812 Investments in associate 13,727,146 - Rehabilitation trust fund 254,775,427 34,387,532 3,726,240,205 1,143,826,010 Current assets Inventories 99,002,052 24,131,722 Current tax asset 22,204,873 - Trade and other receivables 208,705,296 88,173,302 Cash and cash equivalents 71,581,436 255,455,190 401,493,657 367,760,214 Non-current assets held for sale 3,200,000 169,620,285 TOTAL ASSETS 4,130,933,862 1,681,206,509 EQUITY AND LIABILITIES Capital and reserves Share capital 243,305,216 190,646,748 Share premium 1,318,146,974 707,810,082 Translation reserve - 12,386,873 Share option reserve 13,890,798 12,105,628 Retained income 1,288,834,738 729,929,882 Realisation of equity reserve (140,624,130) (140,624,130) Merger reserve (154,707,759) (154,707,759) Equity attributable to owners of the parent 2,568,845,837 1,357,547,324 Non-controlling interest - Total equity 2,568,845,837 1,357,547,324 Non-current liabilities Long term provisions 222,465,492 39,307,796 Long term liabilities 167,105,730 11,220,208 Deferred taxation 811,282,089 130,277,223 1,200,853,311 180,805,227 Current liabilities Trade and other payables 348,262,806 99,558,814 Current portion of long term liabilities 12,971,908 - Current tax liability - 43,295,144 361,234,714 142,853,958 TOTAL EQUITY AND LIABILITIES 4,130,933,862 1,681,206,509 Summarised Consolidated Unaudited ZAR Statement of Comprehensive Income for the Year Ended 30 June 2013 30 June 2013 30 June 2012 (Unaudited) (Unaudited) ZAR ZAR Revenue Gold sales 1,789,199,741 1,240,341,866 Platinum sales 58,923,965 - Realisation costs (3,138,054) (2,003,044) On - mine revenue 1,844,985,652 1,238,338,822 Gold cost of production (936,222,287) (566,031,940) Platinum cost of production (48,925,034) - Mining depreciation (83,016,020) (39,995,475) Mining Profit 776,822,311 632,311,407 Other (expenses)/income (78,226,814) (72,605,580) Bargain purchase gain 322,443,757 - Loss in associate (2,107,999) - Loss on disposal of asset held for sale (8,221,588) - Impairments (242,315,494) (591,990) Royalty costs (44,268,923) (47,229,247) Net income before finance income and finance costs 724,125,250 511,884,590 Finance income 20,132,477 8,004,802 Finance costs (17,406,512) (1,678,418) Profit before taxation 726,851,215 518,210,974 Taxation (167,921,595) (159,349,523) Profit after taxation 558,929,620 358,861,451 Other comprehensive income: Foreign currency translation differences (12,386,873) 24,067,908 Total comprehensive income for the year 546,542,747 382,929,359 Profit attributable to: Owners of the parent 558,929,620 358,861,451 558,929,620 358,861,451 Total comprehensive income attributable to: Owners of the parent 546,542,747 382,929,359 546,542,747 382,929,359 Earnings per share 34.51 24.83 Diluted earnings per share 34.38 24.69 Weighted average number of shares in issue 1,619,756,902 1,445,202,485 Diluted number of shares in issue 1,625,933,891 1,453,287,941 Headline earnings per share is calculated : Basic earnings 558,929,620 358,861,451 Adjustments: Bargain purchase gain (322,443,757) - Adjustments: Loss on disposal of property - 219,944 Adjustments: Loss on disposal of asset held for sale 8,221,588 - Adjustments: Impairment 242,315,494 591,990 Headline earnings 487,022,945 359,673,385 Headline earnings per share 30.07 24.89 Diluted headline earnings per share 29.95 24.75 Contact Details Corporate Office The Firs Office Building 1st Floor, Office 101 cnr. Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0) 11 243 2900 Facsmile: + 27 (0) 11 880 1240 Registered Office Suite 31 Second Floor 107 Cheapside London EC2V 6DN United Kingdom Office: + 44 (0) 207 796 8644 Facsmile: + 44 (0) 207 796 8645 Ron Holding Cobus Loots Pan African Resources PLC Pan African Resources PLC Chief Executive Officer Director Office: + 27 (0) 11 243 2900 Office: + 27 (0) 11 243 2900 Justine James Phil Dexter Gable Communications St James's Corporate Services Limited Public Relations - UK Company Secretary Office: +44 (0)207 193 7463 Office: + 44 (0) 207 499 3916 Andrew Chubb Elizabeth Johnson Canaccord Genuity Limited finnCap Ltd Nominated Adviser and Joint Broker Joint Broker Office: +44 (0)207 523 8350 Office: + 44 (0) 207 220 0500 Nigel Gordon Sholto Simpson Fasken Martineau LLP One Capital Solicitors in the UK JSE Sponsor Office: +44 (0)207 917 8500 Office: + 27 (0) 11 550 5009 Louise Brugman Vestor Media & Investor Relations Public & Investor Relations Office: +27 (0) 11 787 3015 www.panafricanresources.com

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