Final Results

Petra Diamonds Ld 03 October 2005 Petra Diamonds Limited ('Petra', 'the Company' or 'the Group') Preliminary Results Announcement for the year ended 30 June 2005 (unaudited) Highlights Corporate: merger with Crown Diamonds NL completed and business fully integrated; placing undertaken raising a total of £17.1 million; dual AIM and ASX listing; acquisition of Kalahari Diamonds Limited Angola: Alto Cuilo - 320 hectares of kimberlitic anomalies identified; BHP Billiton elected to fund all exploration at Alto Cuilo; helimag survey undertaken with exciting results; pace of exploration increased Botswana: key base established in Botswana, the world's number one diamond producer by value, through the acquisition of Kalahari Diamonds Limited Sierra Leone: 75 tonne per hour production plant to be commissioned on site during Q3 2005/6; diamond production from treatment of bulk samples expected Q3 2005/6 South Africa: mining income (before depreciation) of £413,732 for the month of June 2005; all mines achieve record US$ diamond prices; strong carat sales and revenue for the 6 months to June 2005; operations on track to achieve growth orientated production and revenue targets Adonis Pouroulis, Chairman, said; 'This has undoubtedly been a transformational year for Petra. We have stated a clear strategy to build Petra into a mid tier diamond mining group, offering a unique way for investors to gain exposure to a buoyant and growing diamond market. We are well on our way to achieving this objective and these results demonstrate the rapid progress we have made. Petra believes that Africa offers exciting and vibrant deal flow and we look forward to further benefiting our shareholders from this pipeline of opportunities.' Summary of Results 2005 2004 Revenue (June only, post Crown merger effective 31 May) £1,225,292 - Loss for the year, before impairment of goodwill * £6,487,258 £4,219,863 Loss for the year * £11,319,283 £4,219,863 * Includes £3,510,106 (2004: £2,499,983) of expenditure related to development at Alto Cuilo that is not being incurred from May 2005 due to BHP Billiton's funding at Alto Cuilo. Chairman's Statement 2005 Dear Shareholder, It is with great pleasure that I present the 2005 financial statements in what I believe has been the most important and successful year in your company's history. Petra Diamonds started off the financial year being just one of the many hopeful junior diamond explorers, and ended it by being the largest in terms of market capitalisation and diamond production listed on the AIM market. Our objective of becoming a world class diamond mining and exploration group drew closer to reality as Petra increased in size and stature. It is a noteworthy achievement that Petra now employs just under 2,000 people in its various operations, second only to De Beers in South Africa, as an employer and producer of diamonds. Petra is a truly pan-African diamond group with operations from Sierra Leone in the west through Angola and Botswana to South Africa in the south. It is a continent that we believe offers some of the most exciting business opportunities and one in which we feel we can be a force for good sustainable development. The 'African Renaissance' is certainly alive and well, and we are proud to be an active part of it. The year was filled with many highlights and I think it is important to mention a few. Angola The Alto Cuilo project lived up to expectations delivering unprecedented exploration success. The year saw BHP Billiton, our joint venture partner, committing to fund all exploration on the project concession area. This fast-tracked exploration on both alluvial and kimberlite anomalies. The kimberlite exploration programme led to the discovery of four major kimberlitic material anomalies, all within close proximity of each other, totalling a surface area of 320 hectares. The magnitude of these discoveries is unprecedented in modern kimberlite exploration. A low level helimag survey was completed on one third of the project concession area. This has led to further new potential anomalies requiring the mobilisation of a second drill rig later this year. The coming year will also see large diameter drilling of the best 10 to 12 anomalies and the processing of the mini bulk samples obtained. The objective of this is to establish economic deposits which could lead to mine development. Seventy seven alluvial exploration pits were prepared, all with the aim of uncovering an economic alluvial deposit. Work is in progress and we hope to be in a position to report back on these results in the near future. The costs of drilling, bulk sampling and associated activities on Alto Cuilo to the end of April, when BHP Billiton elected to fund all expenditure, amounted to £3,510,106. Shareholders should note that, in accordance with best practice, it is our accounting policy to expense exploration expenditure in the year in which it is incurred. Therefore the Company's expenditure on Alto Cuilo to date has not been recognised in the balance sheet and hence no accounting recognition is given to the potential of this world-class exploration target. Botswana On 7 September 2005 Petra announced that it had entered into a conditional agreement to acquire the entire issued share capital of Kalahari Diamonds Limited for a consideration to be satisfied by the issue of 16,166,529 new Petra shares. The transaction was approved by the Kalahari shareholders on 26 September 2005 and completed on 30 September 2005. The acquisition of Kalahari Diamonds introduces Petra to Botswana, the world's largest diamond producer by value. The Kalahari ground is situated in what we believe to be a highly prospective diamond territory and the coming year will see an aggressive exploration programme aimed at the discovery of new kimberlites. Kalahari has an agreement with BHP Billiton whereby Kalahari has rights in Botswana to direct the deployment of BHP Billiton's proprietary Falcon technology and also has access to an experienced Falcon data acquisition and geophysics team. The acquisition of Kalahari will ultimately introduce new shareholders to the Petra register including the World Bank (through the IFC) and some of the world's largest diamantaires. BHP Billiton, who owned twenty percent of Kalahari Diamonds, will also in due course become a larger shareholder in Petra. Botswana hosts two of the world's biggest diamond mines, Orapa and Jwaneng. The acquisition of Kalahari Diamonds meets one of Petra's objectives to geographically diversify its African asset base and gives Petra the largest land holding under diamond prospecting licence in Botswana. South Africa The successful merger with Crown Diamonds NL to form one of the largest junior diamond players was key to Petra's objective of moving from being a pure explorer to a producer. This allowed the Company to benefit from a buoyant rough diamond market that saw prices increasing for the third year running. Crown brought with it a highly experienced management team which coupled with Petra's exploration and financial expertise resulted in a fully fledged diamond group complete with its own geological, mining and engineering expertise. We are confident that your company can further maximise efficiencies from the mining complexes leading to increased production. Although the mines in South Africa have been in production for many years it is the view of the Board and management that at least a fifteen year life remains in all these operations. Sierra Leone Along with the three producing South African mines, Crown brought with it the exciting Mano River Resources joint venture, the Kono project in Sierra Leone. Mobilisation is underway which will see limited production from the Kono project in the first half of next year. Sierra Leone is an investor friendly and Kimberley Process certified country. We hope that this project will lead on to further developments in that country. Results As Petra's effective date of control of the Crown mines was 1 June 2005, the results for the year reflect the results for the Petra group (pre the acquisition of Crown Diamonds NL) for the eleven months to 31 May and for the enlarged group, including one month's performance from the Crown operations acquired, to 30 June 2005. The loss for the year, before the goodwill impairment referred to below, was £6.5m (2004: £4.2m). This loss includes £3.5m (2004: £2.5m) of expenditure related to development at Alto Cuilo that fell away from May 2005 due to BHP Billiton's funding at Alto Cuilo. The activity and associated costs at Alto Cuilo led to the significant exploration developments noted above. Petra's costs with regards to its current Angolan interests are expected to be approximately £0.25m for the 2005/6 financial year. The goodwill impairment has arisen due to the Board taking the prudent view of restating the fixed assets acquired from the Crown merger to the preferred valuation arrived at by Snowden Mining Consultants in their reports published at the time of the merger and correspondingly the adjustment has been reflected in full in the 2005 financial year. The results from the Crown South African production operations acquired have been consolidated into the Petra Group results for the month of June 2005 and I am pleased to report that the 'profit on mine', that is mining profit before depreciation, arising from these operations was £413,732 for the month. Funding An institutional placing was undertaken as part of the Crown merger, which raised £17.1m (£15.3m net of placing fees and merger costs) at 85 pence per share. These funds were raised to settle deferred acquisition costs in respect of the Helam mine, develop the Sierra Leone joint venture properties, investigate new business opportunities in Southern Africa and Sierra Leone, settle various term loans, secure the outstanding Crown loan notes, settle the costs and fees related to the Crown merger and placing and provide working capital to the Group. As at 30 June 2005 the Group had cash balances of £15.3m and, after settlement in July of the Helam mine acquisition costs, various term loans and other expenditure to date, as at 30 September the Group had cash in hand of £8.2m and other than a loan to finance the Sedibeng JV of £1.4 m, the Group was debt free. Nabera Both Petra and Nabera continue to work with both Alexkor and the South African Government with regards to the 'value added' and management fees that are due to the Nabera consortium, in which Petra is a 29.5% shareholder. Whilst the process is slow, it remains the Board's objective that the 'value-added' and management fees be finalised with the Government and Alexkor in an amicable manner in the near future. Objectives and strategy Petra aims to be a world class diamond group and mid-tier producer of gemstone diamonds. This will be achieved by possessing a highly prospective exploration portfolio ensuring future growth, organically expanding the Group's production profile and by geographically diversifying the country spread. Our strategy will therefore be to effectively explore and develop our projects in Angola, Botswana and Sierra Leone. This will be underpinned and supported by increasing production from the mines in South Africa with no significant increase in unit operating costs. In the medium term, production is planned from the kimberlite fissures in Sierra Leone. In conjunction with all of this, any new diamond projects that meet and fulfil Petra's overlying objectives will be carefully scrutinised. The past few years have shown us that to achieve success and maximise our ability to operate on the African continent, local participation is vital and essential. To this end a strategy of carefully choosing quality partnerships will be implemented in our projects. This we believe makes commercial sense and helps ensure the long term viability and sustainability of our business. Social development I am proud to inform shareholders that at Project Alto Cuilo in north eastern Angola, we provided the adjacent village with fresh, clean running water for the first time in the village's history. A school was built which is staffed with a permanent teacher, supplied by the Angolan Government. The clinic in the camp is also staffed with a full time doctor and paramedic providing treatment not only to the employees of the project but also to family members and the general populace. We hope to be able to provide similar and other services in all the communities in which we work. We believe it is an important role of your Company to improve the lives of all the communities in which we are involved. Staff The merger with Crown resulted in many new people joining the Group and I welcome all these new members to Petra. In particular I am pleased to have added to the strength of the Board by welcoming Johan Dippenaar as Petra's Chief Executive Officer and Jim Davidson as Technical Director, giving the Board a balanced blend of mining, geological, commercial and financial expertise. I wish to acknowledge and thank all our staff who have made this the successful year it has been. Their hard work has certainly paid off. I look forward to your continued support in what promises to be an equally exciting and challenging year ahead. Adonis Pouroulis 30 September 2005 PETRA DIAMONDS LIMITED - PRELIMINARY RESULTS CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE 2005 (Unaudited) Notes 2005 2004 Unaudited Audited £ £ Revenue 1,225,292 - Cost of Sales 4 (1,060,954) - Gross profit 164,338 - Other operating income - 4,424 Exploration expenditure 5 (3,799,608) (2,499,983) Other operating expenditure 6 (2,503,010) (1,478,477) Impairment of goodwill (4,832,025) - Financial income 19,636 16,099 Financial expense (333,106) (261,926) Net financing costs 7 (313,470) (245,827) Loss before tax (11,283,775) (4,219,863) Income tax expense (35,508) - Loss for the year (11,319,283) (4,219,863) Basic and diluted loss per share - pence 8 (15.31) (7.45) The Group's income and expenses all relate to continuing operations in the current and previous year. CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 30 JUNE 2005 2005 2004 £ £ Loss for the year (11,319,283) (4,219,863) Exchange adjustments on translation of subsidiary and branch undertakings recognised directly in equity 647,083 153,094 Total recognised gains and losses relating to the (10,672,200) (4,066,769) year CONSOLIDATED BALANCE SHEET FOR THE YEAR ENDED 30 JUNE 2005 (Unaudited) Notes 2005 2004 Unaudited Audited £ £ ASSETS Property, plant and equipment 40,938,217 1,782,408 Intangible assets 187,199 79,576 Investment in associates - - Trade and other receivables 89,960 - Total non-current assets 41,215,376 1,861,984 Inventories 782,996 - Trade and other receivables 1,563,640 550,838 Cash and cash equivalents 15,374,678 3,766,852 Total current assets 17,721,314 4,317,690 Total assets 58,936,690 6,179,674 EQUITY AND LIABILITIES Equity Issued capital 13,094,946 6,784,998 Share premium account 56,711,873 18,834,587 Foreign currency translation reserve 2,286,161 1,639,078 Accumulated loss (34,767,466) (23,578,125) Total equity 37,325,514 3,680,538 Liabilities Interest-bearing loans and borrowings 239,470 2,000,000 Trade and other payables 1,114,737 13,620 Provisions 956,758 - Deferred tax liabilities 6,648,166 - Total non-current liabilities 8,959,131 2,013,620 Interest-bearing loans and borrowings 6,464,162 - Trade and other payables 5,049,297 166,412 Provisions 1,138,586 319,104 Total current liabilities 12,652,045 485,516 Total liabilities 21,611,176 2,499,136 Total equity and liabilities 58,936,690 6,179,674 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2005 (Unaudited) 2005 2004 Unaudited Audited £ £ Loss after taxation for the year (11,319,283) (4,219,863) Depreciation of property plant and equipment - 340,966 44,402 exploration Depreciation of property plant and equipment - mining 249,394 - Depreciation of property plant and equipment - other 15,628 7,783 Amortisation of intangible assets 4,409 4,250 Profit on sale of property plant and equipment (866) - Impairment of intangible assets 73,710 - Impairment of goodwill 4,832,025 - Interest received (19,636) (16,099) Interest paid 216,585 113,700 Foreign exchange loss 497,083 218,432 Operating loss before working capital changes (5,109,985) (3,847,395) (Increase) in trade and other receivables (563,539) (383,855) Increase in trade and other payables 1,088,439 107,308 (Increase) in inventories (28,860) - Cash utilised in operations (4,613,945) (4,123,942) Interest paid (216,585) (113,700) Net cash utilised by operating activities (4,830,530) (4,237,642) Cash flows from investing activities Proceeds from sale of property, plant and equipment 866 - Acquisition of subsidiary net of cash acquired 57,688 - Interest received 19,636 16,099 Acquisition of property, plant and equipment (1,414,606) (1,776,097) Development expenditure (102,270) - Net cash from investing activities (1,438,686) (1,759,998) Cash flows from financing activities Proceeds from the issue of share capital 18,106,789 7,577,133 (Decrease) / increase in long term borrowings (218,837) 1,923,410 Net cash from financing activities 17,887,952 9,500,543 Net increase in cash and cash equivalents 11,618,736 3,502,903 Cash and cash equivalents at beginning of the year 3,766,852 263,949 Effect of exchange rate fluctuations on cash held (10,910) - Cash and cash equivalents at end of the year 15,374,678 3,766,852 NOTES TO THE ANNUAL FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2005 1. BASIS OF PREPARATION The Group financial statements are prepared on the historical cost basis and are presented in Pounds Sterling. The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of revision and future periods if the revision affects both current and future periods. The accounting policies set out below have been applied consistently to all periods presented in these financial statements by all Group entities. 2. SEGMENTAL INFORMATION Segment information is presented in respect of the Group's business and geographical segments. The primary format is based on the Group's management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly income earning assets and revenue, interest-bearing borrowings and expenses and corporate assets and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Business and Geographical segments The Group comprises the following business segments: Mining - the extraction and sale of rough diamonds from mining operations in South Africa for the diamond industry. Exploration - the exploration of rights held in Angola, Sierra Leone and South Africa. Business segments Mining Exploration Eliminations Consolidated 2005 2005 2005 2005 £ £ £ £ Revenue from external customers 1,225,292 - 1,225,292 - Segment result 164,338 (11,007,711) - (10,843,373) Operating profit 37,406 (11,007,711) - (10,970,305) Net financing income/(costs) 72,058 (385,528) - (313,470) Income tax expense (35,508) - - (35,508) Profit/(loss) for year 73,956 (11,393,239) - (11,319,283) Segment assets 45,065,076 43,718,814 (29,847,200) 58,936,690 Total assets 45,065,076 43,718,814 (29,847,200) 58,936,690 Segment liabilities 18,553,530 3,258,949 (201,303) 21,611,176 Total liabilities 18,553,530 3,258,949 (201,303) 21,611,176 Cash flows from operations 339,461 (5,169,991) - (4,830,530) Cash flows from investing (81,054) (1,357,632) - (1,438,686) Cash flows from financing (245,582) 18,133,534 - 17,887,952 Capital expenditure 188,992 1,225,614 - 1,414,606 Impairment losses (4,832,025) (73,710) - (4,905,735) Geographical segments Angola South Africa Sierra Leone Consolidated Revenue from external customers - 1,225,292 - 1,225,292 Segment assets 2,879,685 55,869,806 187,199 58,936,690 Cash flows from operations (3,072,044) (1,758,486) - (4,830,530) Cash flows from investing (1,167,925) (168,491) (102,270) (1,438,686) Cash flows from financing 4,856,812 12,928,870 102,270 17,887,952 Capital expenditure 1,225,614 188,992 - 1,414,606 Impairment losses - (4,905,735) - (4,905,735) 2. SEGMENTAL INFORMATION (continued) Business segments Mining Exploration Consolidated 2004 2004 2004 £ £ £ Revenue from external customers - - - Segment result - (3,974,036) (3,974,036) Operating profit - (3,974,036) (3,974,036) Net financing costs - (245,827) (245,827) Income tax expense - - - Loss for year - (4,219,863) (4,219,863) Segment assets - 6,179,674 6,179,674 Total assets - 6,179,674 6,179,674 Segment liabilities - 2,499,136 2,499,136 Total liabilities - 2,499,136 2,499,136 Cash flows from operations - (4,237,642) (4,237,642) Cash flows from investing - (1,759,998) (1,759,998) Cash flows from financing - 9,500,543 9,500,543 Capital expenditure - 1,776,097 1,776,097 Impairment losses - - - Geographical segments Angola South Africa Sierra Leone Consolidated Revenue from external customers - - - - Segment assets 2,122,150 4,057,524 - 6,179,674 Cash flows from operations (2,828,032) (1,409,610) - (4,237,642) Cash flows from investing (1,762,332) 2,334 - (1,759,998) Cash flows from financing 4,208,434 5,292,109 - 9,500,543 Capital expenditure 1,762,332 13,765 - 1,776,097 Impairment losses - - - - 3. ACQUISITION OF SUBSIDIARY On 31 May 2005, the Company acquired all the shares in Crown Diamonds NL ('Crown '), an Australian listed entity, for £25,814,334, satisfied by the issue of 37,962,256 shares. Crown operated three diamond mines in the Republic of South Africa and had an exploration interest in Sierra Leone. In the one month to the 30 June 2005 the subsidiary contributed a mining profit, before depreciation of £413,732. Effect of the acquisition The acquisition had the following effect on the Group's assets and liabilities. Crown's net assets at acquisition date: Book Values Fair value Carrying Values Adjustments Consolidated fair value of net assets of entity acquired:- Mineral properties 15,202,872 3,450,111 18,652,983 Plant and equipment 7,877,282 10,711,196 18,588,478 Exploration and evaluation 82,567 - 82,567 Cash assets 57,688 - 57,688 Inventories 754,136 - 754,136 Receivables 406,140 - 406,140 Receivables from related parties 133,083 - 133,083 Deferred tax liabilities (6,423,275) - (6,423,275) Settlement of purchase consideration (3,849,972) - (3,849,972) Bank loans - secured (805,554) - (805,554) Bank loans - unsecured (2,439,659) - (2,439,659) Convertible notes - secured (1,276,717) - (1,276,717) Loans from directors of Crown (356,918) - (356,918) Accruals and payables (929,409) - (929,409) Interest on interest bearing liabilities (43,620) - (43,620) Payables to related party (116,182) - (116,182) Provision for rehabilitation (924,251) - (924,251) Other provisions (527,209) - (527,209) 6,821,002 14,161,307 20,982,309 Goodwill 4,832,025 Consideration paid satisfied in shares 25,814,334 4. COST OF SALES 2005 2004 £ £ Raw materials and consumables used 395,958 - Employee expenses 470,364 - Depreciation of mining assets 249,394 - Changes in inventory of finished goods (54,762) - 1,060,954 - 5. EXPLORATION EXPENDITURE 2005 2004 £ £ Employee expenses 994,315 479,350 Depreciation of exploration assets 340,966 44,402 Drilling costs 953,356 361,240 Equipment hire 570,305 120,010 Other exploration costs 940,666 1,494,981 3,799,608 2,499,983 6. OTHER OPERATING EXPENDITURE 2005 2004 £ £ Auditors' remuneration - audit services 117,796 60,534 Amortisation of intangible assets 4,409 4,250 Depreciation of property plant and equipment 15,628 7,783 Operating lease rentals 187,822 216,548 Staff costs 967,310 537,839 Bid expenditure - 33,394 Impairment of intangible assets 73,710 - Profit on disposal of property plant and equipment 866 - Other charges 1,135,469 618,129 2,503,010 1,478, 477 In addition to the above, fees paid to the auditors during 2005 amounting to £121,099 in respect of non-audit services have been charged to the share premium account as share issue costs. 7. NET FINANCING COSTS 2005 2004 £ £ On bank loans and overdrafts (29,395) (74) Other debt finance costs (187,190) (113,626) Foreign exchange losses (116,521) (148,226) (333,106) (261,926) Interest received 19,636 16,099 (313,470) (245,827) 8. LOSS PER SHARE 2005 2004 £ £ The calculation of loss per share is based on the loss for the financial year of £11,319,283 (2004: £4,219,863) and on a weighted average of 73,937,847 (2004: 56,682,704) ordinary shares of 10p each in issue during the year. Loss for the year 11,319,283 4,219,863 Shares Shares Basic weighted average number of ordinary shares in issue 73,937,847 56,682,704 Pence Pence Basic loss per share - pence (15.31) (7.45) Due to the Group's loss for the year, the diluted loss per share is the same as the basic loss per share Weighted average number of ordinary shares As at 1 July 2004 67,849,976 51,638,496 Effect of shares issued during the period 6,087,871 5,044,208 Weighted number at 30 June 2005 73,937,847 56,682,704 9. DIVIDENDS The Directors do not recommend the payment of a dividend for the year. 10. ANNUAL REPORT AND ACCOUNTS The results for the year ended 30 June 2005 are unaudited and do not constitute statutory accounts. The Report and Accounts for the year ended 30 June 2004, which include an unqualified Audit Report, are available from the Company's headquarters at Elizabeth House, 9 Castle Street, St. Helier, Jersey, JE4 2QP. Copies of the audited Report and Accounts for the year ended 30 June 2005 will be posted to shareholders in October 2005. This information is provided by RNS The company news service from the London Stock Exchange
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