TIDMPPN

RNS Number : 0297E

Platmin Limited

31 March 2011

PLATMIN LIMITED

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

March 31, 2011

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") for the year ended December 31, 2010 and the ten months ended December 31, 2009 contains "forward-looking information" which may include, but is not limited to, statements with respect to the future financial and operating performance of Platmin Limited (the "Company" or "Platmin"), its subsidiaries and affiliated companies, and its mineral projects, the future price of platinum or other Platinum Group Elements ("PGEs"), PGE production levels, mining rates, the future price of other base metals, future exchange rates, the estimation of mineral resources and reserves, the realization of mineral resource estimates or their conversion into reserves, costs and future costs of production, capital and exploration expenditures, including remaining project development expenditure at the Pilanesberg Platinum Mine ("PPM"), costs and timing of the development of new deposits, costs and timing of the development of new mines, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations and exploration operations, timing and receipt of approvals, licenses, and conversions under South African mineral legislation, environmental risks, title disputes or claims, limitations of insurance coverage and the timing and outcome of regulatory matters. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "targeted" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements in this market release, amongst others, forecast production and sales reaching a monthly rate of 12 500 4E ounces during the 2011 year and 20 000 4E ounces during the 2012 year; recovery rates and grade; targets, estimates and assumptions in respect of platinum and other PGM prices and production; allocation of funds for current commitments; and the timing and completion of definitive feasibility work at the Mphahlele, Grootboom and Loskop Projects.

Such forward-looking statements are based on a number of material factors and assumptions, including, that contracted parties provide goods and/or services on the agreed timeframes, that budgets and production forecasts are accurate, that equipment necessary for construction and development is available as scheduled and does not incur unforeseen break downs, that no labour shortages or delays are incurred, that plant and equipment functions as specified, that geological or financial parameters do not necessitate future mine plan changes, that no unusual geological or technical problems occur, and that grades and recovery rates are as anticipated in mine planning.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Platmin and/or its subsidiaries and/or its affiliated companies to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration and mining activities; development and operational risks; title risks; regulatory risks; conclusions of economic evaluations and studies; fluctuations in the value of the United States dollar relative to the Canadian dollar or South African rand; changes in project parameters as plans continue to be refined; future prices of platinum or other PGEs; possible variations of ore grade or recovery rates (including the existence of potholes, faults and other geological conditions that may affect the existence or recovery of resources and reserves); failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, industrial unrest and strikes and other risks of the mining industry; political instability, insurrection or war; the effect of HIV/AIDS on labour force availability and turnover; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors communicated in the section entitled "Risk Factors" of Platmin's current annual information form ("AIF") and its final short form prospectus dated May 5, 2010, which can both be viewed at www.sedar.com. Although Platmin has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained herein are made as of the date of this MD&A and Platmin disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein.

1. Introduction

This MD&A is provided to enable the reader to assess and understand the financial condition and results of operations for the year ended December 31, 2010 and the ten months ended December 31, 2009, in comparison with corresponding periods. Information in this MD&A must be read in conjunction with the audited consolidated financial statements of Platmin for the year ended December 31, 2010 and the notes thereto (collectively, the "annual financial statements") prepared in accordance with International Financial Reporting Standards ("IFRS").

The MD&A should also be read in conjunction with the Company's annual information form ("AIF") and the technical reports prepared by qualified persons in accordance with NI 43-101 on file with the Canadian provincial securities regulatory authorities. These documents can be found at www.sedar.comand at www.platmin.com.

All dollar amounts in this MD&A are expressed in United States dollars ("US$"), unless otherwise specified. When used, C$ refers to Canadian dollars, GBP refers to British pounds and ZAR refers to South African rands. References to quarters are to financial quarters and not to calendar quarters, unless otherwise specified.

2. Overview

Platmin Limited (the "Company" or "Platmin") is continued under the laws of British Columbia, Canada and its common shares are listed on the Toronto Stock Exchange ("TSX"), the Alternative Investment Market of the London Stock Exchange ("AIM") and the Johannesburg Securities Exchange Limited ("JSE"). The Company trades under the symbol "PPN" on both TSX and AIM, whilst the symbol "PLN" identifies the shares on the JSE.

The Group (being Platmin and its consolidated subsidiaries) changed its financial year end from the last day of February in each calendar year to the last day of December, effective for the period ending December 31, 2009. As a result of the change in year end, the comparative amounts for the ten months ended December 31, 2009, are not directly comparable with the current balances and results for the twelve months ended December 31, 2010.

Platmin is a mineral exploration, development and operating company engaged in the exploration for, development and operation of mines exploiting Platinum Group Element ("PGE") deposits in South Africa. The Company has developed and completed the construction of the Pilanesberg Platinum Mines ("PPM"), which was building up to full production during the year under review, and is exploring for PGEs on its other three key development projects namely Mphahlele, Grootboom and Loskop.

The principal focus of the Company's operations is the development and operation of PPM. For a full description of the development activities, please refer to section 7.1 of this MD&A.

3. Overall performance

The Group recorded a loss for the year ended December 31, 2010 of US$28.516 million before taking into account the US$24.120 million share based payment expense (fair value adjustment) relating to the zero percent convertible debentures issued and the foreign exchange loss of US$12.806 million due to the strengthening of the South African rand against the US dollar and the subsequent revaluation of cash held in a currency other than the functional currency of the group. In total, the loss for the year ended December 31, 2010 was US$65.442 million, or US$0.09 per share, compared with a net loss of US$11.115 million or a loss of US$0.02 per share, for the ten months ended December 31, 2009.

During the period under review, the build-up of mining operations to commercial production continued with associated costs, net of revenue from metal sales, capitalized as part of the total project capital expenditure.

As at December 31, 2010, the total project capital expenditure for the development of PPM, including plant capital expenditure, capitalised pre-production costs, and offsetting revenue from metal sales during the pre-production phase amounted to US$562.881 million (ZAR3.709 billion).

On May 13, 2010, the Company issued, by way of a prospectus offering, a total of 205,761,317 new common shares of Platmin at a price of US$1.215 per common share for gross proceeds of US$250.000 million. Underwriting fees and costs associated with the capital raising of US$8.740 million were capitalized and offset against share capital resulting in net proceeds of US$241.260 million. As part of the fund-raising process US$135.000 million of zero percent convertible debentures were placed, initially subject to conversion by December 31, 2010 at a price of US$1.215 that would have resulted in 111,111,111 shares being issued. The maturity date of the convertible debentures was extended from December 31, 2010 to February 28, 2011 and subsequently to March 31, 2011, and the conversion price reduced from US$1.215 to US$0.84. The reduction of the conversion price would lead to 160,714,286 shares being issued. Although the maturity date and conversion price were subsequently changed, the principle amount of US$135.000 million remains unchanged. The total funding from the prospectus offering and private placement was US$385.000 million (excluding the underwriting fees and associated costs of US$8.740 million).

On December21, 2010, the Company issued, by way of a private placement, 98,901,099 new common shares at a price of US$0.91 (C$0.93) per common share for total gross proceeds of US$90.000 million.

In light of the fact that the board has decided to focus cash resources and capacity on bringing the PPM into full production, the Mphahlele, Grootboom and Loskop projects continue on a reduced work program. In the short term, Platmin will commit sufficient expenditure to these projects to ensure that the new order Prospecting Rights and Mining Rights are preserved. This expenditure will be funded from existing cash on hand.

Significant developments during the three months ended December 31, 2010 were as follows:

-- On October 18, 2010, the six week strike at Northam Platinum Limited ("Northam"), which effectively halted all PGE concentrate dispatches to the smelter since September 6, 2010, ended and dispatches of PGE concentrate to the smelter resumed on October 25, 2010;

-- On November 30, 2010 the Company announced a placing of 98,901,099 new common shares at a price of US$0.91 (C$0.93) per common share for total gross proceeds of US$90.000 million. The placement successfully closed on December 21, 2010;

-- On December 22, 2010 the holders of the US$135.000 million zero percent convertible debentures that were issued on May 13, 2010 notified the Company that they wish to extend the maturity date of the convertible debentures to 28 February 2011, as permitted by the terms of the debenture. Platmin accepted this extension.

Important events which occurred subsequent to December 31, 2010 include:

-- On February 18, 2011, the Company announced that agreements have been executed with the holders of all the zero percent convertible debentures issued on May 13, 2010, in principal amount of US$135.000 million, to convert the convertible debentures into 160,714,286 new common shares, subject to certain conditions and the conversion price was reduced from US$1.215 to US$0.84;

-- On February 28, 2011, the Pallinghurst Resources Limited ("Pallinghurst") promissory note of US$26.000 million entered into on March 22, 2010 was repaid in full including accrued interest and cost;

-- On March 23, 2011, it was announced that the Company successfully concluded the acquisition of an incremental 5.99 million 4E PGM* inferred resource ounces (42.57 million tonnes at a grade of 4.38g/t) contained within the western portion of the Sedibelo PGM Project concession ("Sedibelo West") from the Bakgatla-Ba-Kgafela Tribe ("Bakgatla") and Itereleng Bakgatla Mineral Resources (Pty) Limited ("IBMR"), for an aggregate consideration of US$75 million in cash (equivalent to US$12.50 per 4E PGM inferred resource ounce). In addition to the Sedibelo West purchase, Platmin has also acquired an effective 50% interest in an infrastructure vehicle, which has acquired all of Barrick Platinum South Africa ("Barrick") strategically important infrastructure rights and assets such as power and water rights;

-- On March 23, 2011, Platmin formally announced that Kgosi Molefe John Pilane had been invited to join the board of Platmin. He is the appointed traditional leader of the Bakgatla community;

-- March 31, 2011, the Company announced that all the conditions precedent for the conversion of the $135.000 million in convertible debentures had been fulfilled and that conversion had taken place at US$0.84 per share. A total of 160,714,287 new shares are to be issued resulting in a total of 910,395,054 shares in issue;

-- Mr Wayne Koonin the Chief Financial Officer of the Company has resigned with effect from May 31, 2011, to take up another senior financial role in the mining industry. The replacement for Mr Koonin has been identified and is set to join the company shortly, providing sufficient time for a seamless handover period. An announcement to this effect will be made shortly.

* 4E PGM is commonly used in the platinum mining industry as reference to the following four metals: Platinum, Palladium, Rhodium and Gold.

4. Selected annual financial information

The table below sets forth selected financial data relating to the Company's financial year ended December 31, 2010 and the ten months ended December 31, 2009. The financial data is derived from the Company's audited annual consolidated financial statements, which are prepared in accordance with IFRS. The Company had no operating profit in any of such financial periods, all revenue and operating costs from PPM were capitalised and the Company did not declare a dividend in any of such financial periods.

 
                                                             For the 
                                               For the     10 months 
                                            year ended         ended 
                                               Dec 31,       Dec 31, 
 Loss and deficit summary                         2010          2009 
 Loss for the period (US$ '000)               (65,442)      (11,115) 
 Net loss per Common Share* (US cents)          (0.09)        (0.02) 
 Weighted average number of Common 
  Shares                                   590,434,320   430,015,242 
 Total number of Common Shares in issue    749,680,767   445,018,352 
 

*attributable to the owner of the parent

The loss for the year consists of expenditure relating to administration costs required to manage the exploration and development activities, overheads of the Company and foreign exchange losses on shareholder loan accounts. For a full description of the results, please refer to section 4.1 of this MD&A.

 
                                                 As at 
                                            Dec 31      Dec 31 
                                              2010        2009 
 Statement of financial position          US$ '000    US$ '000 
 Current assets                            381,889      65,612 
 Other assets                              164,108      76,761 
 PPM plant and mine development costs      562,881     407,789 
                                        ----------  ---------- 
 TOTAL ASSETS                            1,108,878     550,162 
                                        ----------  ---------- 
 
 Current liabilities                       189,657      28,290 
 Long-term liabilities                      84,825      68,843 
                                        ----------  ---------- 
 Total liabilities                         274,482      97,133 
 Shareholder's equity                      834,396     453,029 
                                        ----------  ---------- 
 TOTAL LIABILITIES & SHAREHOLDER'S 
  EQUITY                                 1,108,878     550,162 
                                        ----------  ---------- 
 

4.1 Results of operations

Quarter ended December 31, 2010

In accordance with IFRS, revenue is recognised when the transfer of the risks and rewards of ownership takes place. During the quarter under review, revenue recognised in respect of concentrate deliveries made to Northam and Impala was offset against capitalized project development costs. Revenue from metal sales of US$33.169 million (ZAR218.626 million) based on 21,016 4E ounces dispatched and sold was recorded in the quarter ended December 31, 2010. This amount was off-set against operating costs of US$44.898 million (ZAR295.936 million), resulting in net operating costs capitalised of US$11.729 million (ZAR77.310 million).

Interest income of US$1.498 million was recorded in the quarter ended December 31, 2010 with finance costs amounting to US$1.264 million.

The Company recorded a net loss for the quarter ended December 31, 2010 of US$10.201 million, or US$0.02 per share.

Administrative expenses, which include management, professional and consulting fees, salary costs related to the vesting of share options and office rentals amongst other costs, totalled US$7.306 million for the quarter ended December 31, 2010. The major expense item was an increase in employee costs due to the increase in workforce at the PPM.

During Q4FY2010, the three inclined grizzlies in the feed bins at the Run of Mine ("ROM") tips were replaced with vibrating feeders, effectively de-bottlenecking the ore feed arrangements.

The BFS for the project recommended treating the silicate reefs ("Merensky") through the DMS plant, with a back-up plan to revert to treating UG2 if this was warranted. Towards the end of Q4FY2010 a bulk test of the UG2 through the DMS was commissioned and during this quarter, the geological model for the whole property was upgraded, based on current information and accumulated experience. The results from this test work are most promising and a strategy to permanently treat UG2 through the DMS, based on mining cuts from the revised geological model is expected to materially reduce ore losses and waste dilution from the high grade UG2 reef.

Year ended December 31, 2010 compared to the ten months ended December 31, 2009

For the year ended December 31, 2010, mining and processing activities at PPM continued in the build-up phase towards commercial production. The delivery of PGE concentrate to Northam continued at regular intervals until September 2, 2010, when strike action at Northam commenced and temporarily halted accepted deliveries of PGE concentrate to their smelter until October 18, 2010 when the strike action at Northam ended. Dispatches of PGE concentrate to Northam resumed on October 25, 2010. As an interim measure, a short term Offtake Agreement was entered into with Impala Refining Services ("Impala") to process concentrate until such time that the Northam strike ended. As a development stage company, Platmin will offset revenue from mining activities against capitalised operating costs until such time as PPM is brought into commercial production.

With effect from January 1, 2011, the Company declared commercial production which will result in all revenue, mine operating costs and the amortization of the total capitalized cost over the life of mine, being reported through the Statement of Income.

For the year ended December 31, 2010, net development expenditures at PPM that were capitalized to the balance sheet are summarized as follows:

 
                                               For the 
                                  For the    10 months 
                               year ended        ended            Life to date 
 Net development                  Dec 31,      Dec 31,     Dec 31,     Dec 31, 
 expenditure capitalised in          2010         2009        2010        2009 
 ZAR                              ZAR'000      ZAR'000     ZAR'000     ZAR'000 
 Revenue                        (599,996)    (240,821)   (840,818)   (240,821) 
 Operating costs                1,171,199      679,182   2,296,799   1,125,600 
                             ------------  -----------  ----------  ---------- 
 Net operating costs 
  capitalised                     571,203      438,361   1,455,981     884,779 
 Capital - development 
  expenditure                      65,322      448,128   1,800,837   1,735,513 
 Rehabilitation asset              67,864      257,444     452,364     384,501 
                             ------------  -----------  ----------  ---------- 
 Net development 
  expenditure capitalised         704,389    1,143,933   3,709,182   3,004,793 
                                                        ----------  ---------- 
 Net development 
  expenditure capitalised - 
  beginning of the year         3,004,793    1,860,860 
                             ------------  ----------- 
 Net development 
  expenditure capitalised - 
  end of the year               3,709,182    3,004,793 
                             ------------  ----------- 
 
                                               For the 
                                  For the    10 months 
                               year ended        ended            Life to date 
 Net development                  Dec 31,      Dec 31,     Dec 31,     Dec 31, 
 expenditure capitalised in          2010         2009        2010        2009 
 USD                              USD'000      USD'000     USD'000     USD'000 
 Revenue                         (91,028)     (32,728)   (127,565)    (32,728) 
 Operating costs                  177,689       92,302     348,459     152,970 
                             ------------  -----------  ----------  ---------- 
 Net operating costs 
  capitalised                      86,661       59,574     220,894     120,242 
 Capital - development 
  expenditure                      10,028       60,685     273,356     235,293 
 Rehabilitation asset              10,296       34,987      68,631      52,254 
 Net development 
  expenditure capitalised         106,985      155,246     562,881     407,789 
                                                        ----------  ---------- 
 Net development 
  expenditure capitalised - 
  beginning of the year           407,789      186,379 
 Foreign exchange movement         48,107       66,164 
                             ------------  ----------- 
 Net development 
  expenditure capitalised - 
  end of the year                 562,881      407,789 
                             ------------  ----------- 
 

The Company recorded a net loss for the year ended December 31, 2010 of US$65.442 million, or US$0.09 per share, compared with a net loss of US$11.115 million, or a loss per share of US$0.02, for the ten months ended December 31, 2009. The increase in loss year on year was principally the result of a US$24.120 million share based payment expense (fair value adjustment) relating to the zero percent convertible debentures issued on May 13, 2010, and a US$12.806 million foreign exchange loss due to the strengthening of the South African rand against the US dollar and the subsequent revaluation of cash held in a currency other than the functional currency of the group.

The results are summarized as follows:

 
                                                              For the 
                                                 For the    10 months 
                                              year ended        ended 
                                                 Dec 31,      Dec 31, 
                                                    2010         2009 
                                                 US$'000      US$'000 
------------------------------------------  ------------  ----------- 
 Operating expenses                             (23,539)     (13,693) 
 Other (expenses) / income                      (36,883)        3,233 
                                            ------------  ----------- 
      - Share-based payment expense (fair 
       value adjustment)                        (24,120)            - 
      - Foreign exchange (losses) / gains       (12,806)        3,216 
      - Other                                         43           17 
                                            ------------  ----------- 
 Net finance costs                               (5,020)        (655) 
                                            ------------  ----------- 
 Loss before taxation                           (65,442)     (11,115) 
 Income tax                                            -            - 
                                            ------------  ----------- 
 LOSS FOR THE PERIOD                            (65,442)     (11,115) 
                                            ------------  ----------- 
 

Operating expenses totalled US$23.539 million for the year ended December 31, 2010, compared to the US$13.693 million for the ten months ended December 31, 2009. The increase in general operating expenses was principally the result of increased employee and admin costs and the strengthening of the average exchange rates year on year.

Other income and expenses includes foreign exchange losses of US$12.806 million for the year ended December 31, 2010, compared to foreign exchange gains of US$3.216 million for the ten months ended December 31, 2009. The movement in foreign exchange rates for the respective periods can be summarised as follows:

 
                                            For the 
                               For the    10 months 
 Foreign exchange rates     year ended        ended 
                               Dec 31,      Dec 31, 
 (US$1.00 = ZAR)                  2010         2009 
------------------------  ------------  ----------- 
 Minimum                        6.5716       7.2113 
 Maximum                        7.9465      10.5663 
 Closing spot                   6.5913       7.3685 
 Average for the year 
  (period)                      7.2903       8.1850 
 

Net finance costs of US$5.020 million were recorded in the year ended December 31, 2010, compared to net finance costs of US$0.655 million in the ten months ended December 31, 2009. The net increase in finance costs is principally due to increased debt during the year as a result of the Pallinghurst Resources Limited promissory note of US$26.000 million entered into on March 22, 2010 and the amortization of the fair value adjustment on the zero percent non-interest bearing convertible debenture.

A total of US$0.107 million (ZAR0.744 million) of deferred exploration expenditure on Mphalele, Grootboom and Loskop was capitalized in the year ended December 31, 2010 compared with US$0.326 million (ZAR2.266 million) in the period ended December 31, 2009. This decrease in costs is due to reduced activities on all projects other than PPM, whilst PPM built up to commercial production.

5. Summary of quarterly results

Expressed in US$'000 except per share amounts.

 
                                     In accordance with IFRS 
                                                                        May      Feb 
             Dec'10   Sept'10   Jun'10   Mar'10   Nov'09    Aug'09      '09      '09 
----------  -------  --------  -------  -------  -------  --------  -------  ------- 
 Loss / 
  (profit) 
  for the 
  period     10,201    26,034   24,026    5,181    2,276   (6,620)   13,585   12,490 
 Basic and 
  diluted 
  loss / 
  (profit) 
  per 
  share        0.02      0.05     0.04     0.01     0.01    (0.02)     0.03     0.07 
 

6. Liquidity and capital resources

Unrestricted

The Company had unrestricted cash and cash equivalents of US$188.596 million at December 31, 2010, compared with US$29.375 million at December 31, 2009. The net increase in cash and cash equivalents is primarily due to the capital raisings of US$250.000 million and US$90.000 million completed during May 2010 and December 2010 respectively. Revenue from metal sales of US$91.028 million based on 60,067 (3PGE+Au) ounces dispatched and sold was recorded in the year ended December 31, 2010. This amount was off-set against operating costs of US$177.689 million, resulting in net operating costs capitalised of US$86.661 million. In addition to the capitalised operating costs, capital expenditure amounted to US$10.028 million.

As at December 31, 2010, provision has been made for a total of US$170.431 million of current commitments that will be settled from the US$188.596 million unrestricted cash and cash equivalents as follows:

-- US$20.100 million have been committed to fund current liabilities due in the normal course of business;

-- US$28.822 million (ZAR210.411 million) have been allocated for the repayment of the short term Pallinghurst promissory note due and repaid in full on February 28, 2011 (the total outstanding liability in SA rand at year end totalled ZAR210.411 million, resulting in US$31.923 million at a closing rate of ZAR6.5913:US$1);

-- US$12.023 million have been allocated for the water and electricity assets purchased from Barrick, representing 50% of the total purchase consideration;

-- US$20.000 million have been allocated for the estimated future obligation relating to the Magalies Water project. This represents the 50% of Barrick's commitment in the pipeline project acquired by the Company on March 23, 2011;

-- US$7.486 million (ZAR49.543 million) have been provided for the environmental rehabilitation liabilities incurred for the year ended December 31, 2010 in terms of the current approved Environmental Management Program ("EMP") that would fall due for payment in early 2011. An application to amend the current EMP is currently in progress in order to reduce the current and ongoing rehabilitation liabilities. Refer to Note 13 of this MD&A for discussion on the application to amend;

-- US$82.000 million (including VAT of US$7.000 million) have been allocated for the estimated future obligation relating to the acquisition cost for the Sedibelo West mineral rights and commission.

Restricted

The Company had restricted cash of US$219.602 million at December 31, 2010, as compared with US$7.163 million at December 31, 2009.

The net increase in restricted cash is primarily due to the cash collateral of US$135.131 million secured as part of the zero percent convertible debentures issued on May 13, 2010, of US$135.000 million plus accrued interest earned to date and the increase in funds deposited as security for the additional rehabilitation guarantees of US$77.308 million, of which US$75.070 million was for PPM.

Other capital resources

The Company's principal subsidiary, Boynton, operates in South Africa and as a result is subject to the South African Reserve Bank ("SARB") exchange control regulations. Shareholder loans from Platmin to Boynton, amounted to US$616.415 million (which includes capitalised interest of US$38.793 million) at December 31, 2010 and has primarily been used to fund the development of PPM. Any repayment of foreign currency loans by a South African company to an offshore company, are subject to prior approval by the SARB.

New equity raisings

During the period ended December 31, 2010, Platmin completed two significant equity capital financing deals:

-- On May 13, 2010 the Company issued 205,761,317 new common shares at a price of US$1.215 per common share for a total consideration of US$250.000 million, raising US$241.260 million net of brokerage and legal fees. These funds were used for additional working capital facilities and general funding requirements.

In accordance with the disclosure in Platmin's Short Form Prospectus dated May 5, 2010 for the Offering, the table below reflects the actual use of proceeds against the planned use of proceeds from the financings as follows:

 
                                                                 Total 
                                                            actual use 
                                                 Total     of proceeds 
                                           planned use              to 
                                           of proceeds    Dec 31, 2010 
 Financing use of proceeds                     US$'000         US$'000 
---------------------------------------  -------------  -------------- 
 PPM operational and working capital 
  funding requirements                         150,000         150,000 
 Other corporate activities                     45,000               - 
 Repayment of loan from Pallinghurst            26,000               - 
 Acquisition of 10% equity interest 
  in Sedibelo West                              15,000               - 
 Offering expenses                               2,250           3,564 
 Exploration, general & administrative 
  expenses                                       5,766           3,221 
                                         -------------  -------------- 
                                               244,016         156,785 
 Underwriting fees                               5,984           5,984 
                                         -------------  -------------- 
                                               250,000         162,769 
                                         =============  ============== 
 

-- As part of the May 13, 2010 capital raising, US$135.000 million of zero percent convertible debentures were placed, initially subject to conversion by December 31, 2010 at a price of US$1.215 that would have resulted in 111,111,111 shares being issued. The maturity date of the convertible debentures was extended from December 31, 2010 to February 28, 2011 and subsequently to March 31, 2011, and the conversion price reduced from US$1.215 to US$0.84. The reduction of the conversion price would lead to 160,714,286 shares being issued. Although the maturity date and conversion price were subsequently changed, the principle amount of US$135.000 million remains unchanged.

-- On December 17, 2010 the Company issued 98,901,099 new common shares at a price of US$0.91 (C$0.93) per common share, raising US$89.785 million net of brokerage and legal fees.

The equity raisings and subsequent use of proceeds can be summarized as follows:

 
                                                           US$'000 
------------------------------------------------------  ---------- 
 Capital raising - May 13, 2010                            250,000 
 Total actual use of proceeds to Dec 31, 2010            (162,769) 
                                                        ---------- 
 Net available cash after May capital raising               87,231 
 Capital raising - December 17, 2010                        90,000 
 Other funds available                                      11,365 
                                                        ---------- 
 Cash available at December 31, 2010                       188,596 
 Cash committed                                          (170,431) 
                                                        ---------- 
  - - Current liabilities due in the normal course 
   of business                                            (20,100) 
  - - Repayment of the Pallinghurst Promissory Note       (28,822) 
  - - Increase in rehabilitation obligation                (7,486) 
  - - Water and electricity assets purchased from 
   Barrick (50% of purchase price)                        (12,023) 
  - - Capital commitments on Barrick's portion of 
   the water pipeline                                     (20,000) 
  - - Acquisition of Sedibelo West mineral rights 
   (including VAT of US$7.000 million) and commission     (82,000) 
                                                        ---------- 
 Net cash available at December 31, 2010                    18,165 
                                                        ========== 
 

As at December 31, 2010, Platmin's total working capital was US$190.329 million (Dec 31, 2009 - US$39.386 million). Working capital is calculated based on the total of unrestricted cash and cash equivalents (US$188.596 million), inventory (US$11.285 million) and accounts receivable (US$46.877 million) less accounts payable and accrued liabilities (US$21.038 million) and short-term loans (US$35.391 million). Platmin's cash and cash equivalents comprise of cash in interest earning accounts and are fully liquid deposits held at major European and South African banks.

Based on current production forecasts for PPM for the twelve months ending on December 31, 2011, the Company forecasts net cash expenses (net of forecast revenue from metal sales) of between US$50.000 million to US$75.000 million. This net cash outflow will be financed from Platmin's available unrestricted cash and cash equivalents. Platmin expects approximately 90% of net cash expenses will be operationally incurred at PPM, with the balance being exploration and administrative costs.

Working capital increased by US$150.943 million for the year ended December 31, 2010 primarily due to the capital raisings completed during the year of US$331.044 million, offset by PPM operational losses and working capital costs of US$150.000 million.

As at December 31, 2010, the Company had 749,680,767 common shares in issue compared to 445,018,352 common shares in issue as at December 31, 2009.

Debt facilities concluded in the period ended December 31, 2010

On March 22, 2010, the Company entered into a ZAR192.000 million (an equivalent of US$26.000 million at an exchange rate of ZAR7.38 =US$1.00) short term lending facility with Pallinghurst. As at December 31, 2010, a total of ZAR191.000 million was drawn against this facility. This facility was initially for a period of 3 months but was extended until and repaid in full (including accrued interest and cost) on February 28, 2011.

A bridge loan facility for PPM of US$35.000 million (ZAR350.000 million) was concluded with Standard Bank in May 2008. The term of the bridge loan facility was initially to August 31, 2008 but subsequently extended and repaid in full on August 31, 2009 in the amount of ZAR404.354 million, including interest accrued.

In relation to the original bridge loan facility, the Company issued 300,000 warrants exercisable at US$6.95 per common share, exercisable from September 15, 2008 until expiry on May 14, 2011. The Company has classified this facility as held to maturity, and the fair value of the warrants of US$0.846 million has been treated as a cost of the loan transaction. In the year ended February 28, 2009, the fair value of these warrants was fully amortized to net income over the original loan term of 6 months, using the effective interest method.

7. Results of operations by Project

In the period ended December 31, 2010, the Company spent US$177.689 million (ZAR1.171 billion) on development expenditure at PPM and US$1.307 million (ZAR8.617 million) on exploration expenditure on the various exploration projects. All development expenditure spent on PPM was capitalized as project costs. Exploration expenditure was capitalized and the proportion spent per project was as follows: Mphahlele Project - 29%, Grootboom Project - 12%; Pilanesberg Project - 6%; Loskop Project - 29% and the remaining 24% on other projects. A summary of the expenditures by project along with the current proposed programs is set forth below.

7.1 Pilanesberg Platinum Mine

The Company has developed the Pilanesberg Project into the PPM, which constitutes an open-cast mining operation and a concentrator processing plant, producing a PGM concentrate for smelting and refining by and subsequent sale of metals to Northam, a third party smelting and refining operation. The PGM consists of the following platinum group metals: platinum, palladium, iridium, rhodium and ruthenium.

Due to the close proximity of the 'PGE-bearing' Merensky and UG2 reef horizons in this part of the Bushveld complex, these two ore bodies are exploited in one open-cast mining operation at PPM. Other economically viable reefs, commonly known as the Pseudo reefs, also present between the two aforementioned reef horizons are extracted with the Merensky reef as an overall Silicate Package. The Silicate Package is processed in the Merensky circuit and the UG2 reef horizon is processed in the UG2 circuit. Both concentrates are blended and forwarded to Northam's smelter in South Africa, for further processing into refined metals under a current Concentrate Agreement entered into with Northam on June 30, 2008.

In March 2008, the removal of overburden and waste rock materials from the open pit commenced. This was followed in December 2008 with the start-up of reef mining. The stock-piling of PGE-bearing ore ahead of the processing plant commenced in December 2008 with milling operations commencing in March 2009. The delivery of the first concentrate to Northam took place on April 1, 2009.

For the year ended December 31, 2010, the mine was still in the build-up phase, and expects to reach the planned steady state extraction rates of over 400,000 tonnes of ore per month or over 5 million tonnes per annum. Based on a revised, detailed mining plan, compiled by a new geological and planning team during Q2 FY2010, these targets are expected to be reached during the 2013 financial year. Forecast production and sales for the 2011 financial year is anticipated to be between 100,000 and 120,000 ounces of 4E. Intense management focus is being applied to the volumes and sequencing of waste stripping by the mining contractor in order to ensure that adequate volumes of reef are exposed. Mine planning continues to take place at PPM to continuously update the mine scheduling on a short-term and long-term basis. The target is to accumulate 2-3 months' stockpiles of broken ore at the ROM tips and expose 2-3 months of ore in the pit.

The total project development expenditures, net of revenue from metal sales and including capital expenditure, for the year ended December 31, 2010 of US$106.985 million (ZAR704.389 million) has been capitalized. Total capitalized project development expenditure, net of revenue from metal sales, to date now stands at US$562.881 million (ZAR3.709 billion). With effect from January 1, 2011, the Company declared commercial production which will result in all future revenue, mine operating costs and amortization of the total capitalized cost over the life of mine, being reported through the Statement of Income.

As part of the construction of PPM, the supply of 37MVA of new power from ESKOM was completed on June 7, 2009. Insurance guarantees in the amount of US$16.039 million (ZAR105.718 million) have been provided to ESKOM for the supply of power and certain related infrastructure.

In addition, a complete 10MVA standby diesel generator power plant ("power plant") was constructed at a cost of US$20.789 million (ZAR144.350 million) in the event that ESKOM is unable to provide constant power to the mine over an extended period of time. The construction of the power plant was completed on December 2, 2009.

Construction of the processing plant commenced in October 2007 and was completed in February 2009. In March 2009, the processing of material through the UG2 circuit commenced, signalling the commencement of the plant operation to produce a metal in concentrate ready for smelting, refining and sale under the Concentrate Agreement to Northam. In June 2009, following the installation by ESKOM of an additional 23MVA of power for a total of 37MVA, the processing of material through the Merensky circuit commenced.

Far reaching changes to the management of operations were implemented during FY2010 which are expected to begin to positively influence metal production during H2FY2011.

In Q1FY2010, additional mining engineers were appointed into both the own organization and that of the mining contractor. These were supplemented by geological, platinum specialists, an on-site open pit planner and a senior HR practitioner, familiar with the local industrial relations climate in mining, during Q22010.

Revised planning by this team at mid-year, which forecast break-even during H2FY2010, identified a significant waste stripping backlog as the principal production challenge. To date, the mining contractor has been unable to achieve the volumes required to address this, despite radical re-structuring of their organization. However, powerful interventions in the areas of critical spares for the fleet, preventative maintenance, standby machinery and shift rostering are expected to produce significantly better waste volumes, exposing higher reef tonnages, shortly.

Important features of the performance for the year ended December 31, 2010, were:

 
                                                                       For the 
                                                           For the      period 
                                                        year ended       ended 
                                                           Dec 31,     Dec 31, 
                                              Unit            2010        2009 
-----------------------------------------  ---------  ------------  ---------- 
 Reef delivered to the ROM pad               tonnes      2,689,900   2,191,640 
 Reef processed                              tonnes      3,132,695   1,590,506 
 Reef milled                                 tonnes      2,905,912   1,488,205 
 Total stock pile                                          939,161   1,047,014 
                                                      ------------  ---------- 
      - UG2                                  tonnes         36,328       9,020 
      - Merensky                             tonnes        196,091      49,717 
      - DMS and other low grade material     tonnes        706,742     988,277 
                                                      ------------  ---------- 
 
 Average milled head grade                    g/t             1.75        2.45 
 Average recovery rate                         %             41.2%       25.0% 
 Average recovered grade                      g/t             0.72        0.61 
 
                                                            60,067 
 4E ounces dispatched and sold                 oz                *      27,871 
 4E basket price ** 
      - USD                                   US$            1,405       1,096 
      - ZAR                                   ZAR           10,235       8,629 
 Gross revenue from metal sales 
  *** 
      - USD                                 US$'mil         91.028      36.536 
      - ZAR                                 ZAR'mil        599.996     240.821 
 

* Ounces produced and declared are based on provisional assay results and the cumulative number is therefore subject to changes until such time that final assay results are received. These changes are not considered to be material.

** Basket price for the following four metals: platinum, palladium, rhodium and gold.

*** Gross revenue includes the proceeds from the sales of platinum, palladium, rhodium, iridium, ruthenium, gold, copper and nickel, and was capitalised to development cost.

PPM is ideally situated to place Platmin in a favourable position to participate in regional consolidation of the Western Limb of the Bushveld Complex.

7.2 Pilanesberg exploration projects

The total exploration expenditure on various Pilanesberg exploration projects was US$0.072 million (ZAR0.473 million) for the year ended December 31, 2010. Total exploration expenditure since the inception of the Pilanesberg Exploration Project of US$17.044 million (ZAR112.342 million), has been capitalized. In accordance with the Group's accounting policies, these costs are capitalised as part of "Exploration and evaluation assets".

Work program

The Pilanesberg exploration projects consist of properties adjacent to PPM. The focus is on advancing earlier stage properties, through programs of soil sampling, trenching, percussion drilling and ultimately diamond drilling. Platmin is also conducting limited chrome exploration on properties in the Pilanesberg Exploration Project area where these rights are held.

7.3 Mphahlele Project

In the year ended December 31, 2010, a total of US$0.349 million (ZAR2.304 million) was spent on the Mphahlele project bringing the cumulative expenditure to date on the project by the Company, excluding acquisition costs, to US$14.581 million (ZAR96.107 million). In accordance with the Company's accounting policies, these costs are capitalised as part of "Exploration and evaluation assets".

During the period under review, the Company continued with the Definitive Feasibility Study ("DFS") on the Mphahlele project.

Work program

In light of the fact that the board has decided to focus cash and management resources on bringing PPM into full production, this project has been put on a reduced work program for the short term. The reduced primary expenditure at Mphahlele during the 2011 fiscal year is expected to be limited to activities related to the DFS including metallurgical test work, the revision of resource models to include mining dilution (various scenarios), mining design, geotechnical investigations and the environmental impact assessment / management program.

7.4 Grootboom Project

In the year ended December 31, 2010, a total of US$0.135 million (ZAR0.936 million) was spent on Grootboom and Annex Grootboom (upon which Platmin has an option to acquire the PGE rights on completion of a DFS), bringing the cumulative expenditure to date on the project to US$6.569 million (ZAR43.297 million). In accordance with the Company's accounting policies, these costs are capitalised as part of "Exploration and evaluation assets".

The project advanced to the DFS stage during the period under review and is subject to further engineering refinements that are ongoing due to the recent economic background.

Work program

In light of the fact that the board has decided to focus cash and management resources on bringing PPM into full production, this project has been put on a reduced work program for the short term. The reduced primary expenditure at Grootboom during the 2011 fiscal year is expected to be limited to activities related to the DFS including metallurgical test work, the revision of resource models to include mining dilution (various scenarios), mining design, geotechnical investigations and the environmental impact assessment / management program.

7.5 Loskop Project

Lonmin Plc is the operator of the Loskop Project and funds all exploration expenditures on the project (except for a portion of Rietfontein), as part of their option to acquire 50% in the joint venture. As a result thereof, limited expenditure has been incurred by Platmin.

For the year ended December 31, 2010, the Company spent US$0.352 million (ZAR2.321 million) on the Loskop Project, bringing the cumulative exploration expenditure on this project since inception to US$1.298 million (ZAR8.555 million). In accordance with the Company's accounting policies, these costs are capitalised as part of "Exploration and evaluation assets".

8. Contractual obligations

The Company's contractual obligations are as follows:

 
 Contractual                             Payments due by period as at December 
 obligations US$ '000                                                 31, 2010 
---------------------- 
                                                                         After 
                           Total   < 1 year   1-3 years   4-5 years    5 years 
----------------------  --------  ---------  ----------  ----------  --------- 
 Employee entitlements 
  (1)                        439        439           -           -          - 
 Operating lease 
  (2)                        286        228          58           -          - 
 Finance lease (3)        21,279      1,495       2,991       2,991     13,802 
 Asset Retirement 
  Obligation (4)          86,667          -           -           -     86,667 
 Mining costs (5)        415,723    103,931     207,861     103,931          - 
 Processing costs 
  (6)                     19,217      6,406      12,811           -          - 
 Acquisition of 
  Sedibelo West (7)       94,000     94,000           -           -          - 
 Total Contractual 
  Obligations            637,611    206,499     223,721     106,922    100,469 
                        --------  ---------  ----------  ----------  --------- 
 

(1) The employee entitlements include the leave pay due to employees in terms of their employment contracts.

(2) This includes the contractual monthly payments for the rental of the Company's corporate office.

(3) These amounts constitute the minimum lease payments due to ESKOM for the substation and related infrastructure supplied at PPM. Please refer to note 14 of the consolidated annual financial statements.

(4) This amount of US$86.667 million (ZAR571.251 million) represents the gross asset retirement obligation incurred to date, to rehabilitate the opencast pit and plant at PPM at the end of life of mine, in accordance with the mining license. The amount disclosed in note 15 of the annual consolidated financial statements of US$70.705 million (ZAR466.040 million) represents the discounted value of such amount. Refer to note 13 in this MD&A for discussion of the funding requirements for this obligation.

(5) Committed mining expenses include the contract with MCC Opencast Mining Contractors ("MCC") for carrying out the opencast mining operations.

(6) Committed processing expenses include the contracts with Minerals Operations Executive (Pty) Ltd ("Minopex") for managing the plant operations and maintenance of the Merensky and UG2 metallurgical concentrator plants.

(7) US$12.023 million was paid to Barrick on March 22, 2011 for the power and water rights and the remaining US$82.000 million (including VAT of US$7.000 million) for the acquisition and incorporation of the Sedibelo West Mining Right into the PPM Mining Rights and commission, will be placed in Escrow by April 6, 2011.

9. Off-balance sheet arrangements

The Company has not entered into any off-balance sheet transactions.

10. Related party transactions

On March 22, 2010, the Company entered into a ZAR192.000 million (an equivalent of US$26.000 million at an exchange rate of ZAR7.38 =US$1.00) short term lending facility with Pallinghurst. As at December 31, 2010, a total of ZAR191.000 million was drawn against this facility. This facility was initially for a period of 3 months but was extended until February 28, 2011. The loan, accrued interest and structuring fees were repaid in full on this date.

On May 13, 2010, the Company entered into zero percent convertible debentures of US$135.000 million of which Pallinghurst subscribed to US$30.000 million and Investec Bank Limited ("Investec") subscribed to US$5.000 million. (The remaining US$100.000 million was subscribed to by Temasek Holdings (Private) Limited ("Temasek") which is not a related party.)

11. Proposed transactions

The Company continues to evaluate opportunities in the market with a view to expand the current business. At the current time there are no reportable proposed transactions.

12. Black economic empowerment

Pursuant to the investors and subscription agreement entered into in December 2008 with, among others, Ivy Lane Capital Limited, being the South African investment vehicle of the Pallinghurst Investor Consortium, the Bakgatla-Ba-Kgafela Tribe and the Bakgatla Pallinghurst JV (Proprietary) Limited, the Moepi Group was required by March 31, 2010, subject to certain conditions precedent, to exchange its 27.61% interest in Boynton for common shares in Platmin ("The Moepi Exchange"). Not all the conditions were satisfied by March 31, 2010 and the parties to the agreement agreed not to extend the fulfilment date thereof and accordingly the Moepi Exchange was not completed.

Platmin has funded a total of US$10.703 million on behalf of its BEE partners for exploration activities, and US$154.190 million for mine development. All such amounts remain outstanding on inter-company loan accounts.

13. Environmental matters

The Company conducts exploration on its key projects and prospects subject to mineral exploration permit applications made to and issued by the DMR. For each exploration program, a rehabilitation plan is included with the application and where required, the appropriate bond or funds are lodged with the relevant agent of the DMR in respect of the rehabilitation work which may have to be carried out when the exploration program is completed and no further work is planned on the property. All such environmental plans or bonds are in the normal course of the business.

During the year under review, PPM was still in the commissioning phase and the environmental liability represents the quantum of closure costs (relating to the increase in pit volume and dismantling the plant) necessary in order to fulfil the requirements of the DMR, as well as meeting specific closure objectives outlined in the mine's Environmental Management Programme ("EMP").

Environmental guarantees are released by the DMR on completion of the obligations in terms of the rehabilitation plans contained within either the application for the prospecting permits, or the Mining Right.

13.1 PPM rehabilitation

In respect of PPM, the DMR required a rehabilitation guarantee of US$7.586 million (ZAR50.000 million) before approving the application for a Mining Right. This guarantee has been provided by Guardrisk Insurance Company Limited ("Guardrisk") on an insurance basis, with an amount of US$2.731 million (ZAR18.000 million) paid to Guardrisk as collateral against the issuance of this guarantee. Ongoing contributions are made by PPM to fund the balance of the liability over the remaining life of mine. During the quarter ended June 30, 2010, bank guarantees to the value of US$18.964 million (ZAR125.000 million) were provided to the DMR in respect of the rehabilitation liability as at February 28, 2009.These guarantees are secured by cash deposited as collateral with the issuing bank. A further guarantee of US$52.564 million (ZAR346.464 million) in respect of rehabilitation obligations for the ten months ended December 31, 2009, was issued on August 12, 2010.

The increase in the undiscounted environmental rehabilitation obligation for PPM can be summarized as follows:

 
                                                                 For the 
                                                    For the    10 months 
                                                 year ended        ended 
                                                    Dec 31,      Dec 31, 
 UNDISCOUNTED REHABILITATION LIABILITY                 2010         2009 
  - ZAR                                             ZAR'000      ZAR'000 
---------------------------------------------  ------------  ----------- 
 Opening balance                                    521,906      175,000 
                                                                 346,906 
 Increase for the period                         49,345 (a)          (b) 
                                               ------------  ----------- 
     - Pro-forma increase based on back-fill 
      methodology                                   216,005      180,246 
     - Reduction in increase due to change 
      in rates (c)                                (166,660)      166,660 
                                               ------------  ----------- 
 Closing balance                                    571,251      521,906 
                                               ============  =========== 
 

(a) Cash backed guarantee provided to the DMR on March 25, 2011.

(b) Cash backed guarantee provided to the DMR on August 10, 2010.

(c) For the year ended December 31, 2010, the waste hauling methodology being applied to the original rehabilitation plan changed from "load and haul" to a conveying system. This resulted in the rate previously used to determine the liability decreasing.

An application to amend the EMP to convert the open void into a water storage facility is currently in progress and is expected to be lodged with the DMR by the end of the financial year ending December 31, 2011. The application to amend the current EMP will be subject to the normal regulatory approval process by the DMR and various other government departments.

On January 25, 2011, the DMR lifted the moratorium on insurance-backed rehabilitation guarantees imposed by them on May 8, 2009. During this period, insurance companies lost capacity to issue rehabilitation guarantees. It is expected that the capacity will be regained shortly.

13.2 Other development projects' rehabilitation

In respect of the Mphahlele Project, the DMR required a rehabilitation guarantee of US$2.520 million (ZAR16.609 million) to be lodged before the issuing of the Mining Right. These guarantees have been provided by Guardrisk on an insurance basis, with an amount of US$6.856 million (ZAR45.187 million) in respect of the ESKOM guarantees and an amount of US$1.077 million (ZAR7.099 million) in respect of the Mphahlele project. This brings the total amount paid over into a separate Boynton bank account and ceded in favour of Guardrisk as collateral against the issuance of these guarantees to US$7.933 million (ZAR52.286 million). Ongoing contributions are made by Boynton to fund the balance of the liability over the remaining life of the prospecting permit.

In respect of the Grootboom project, negotiations with the DMR are currently in progress to determine the amount of the rehabilitation guarantee required by the DMR before issuing the Mining Right.

14. Mineral and Petroleum Resources Royalty Act, 2008 (Act no. 28 of 2008)

The South African Government has enacted the Mineral and Petroleum Resources Royalty Act (the "Royalty Act"), which imposes a royalty payable to the South African Government by businesses based upon financial profits made through the transfer of mineral resources.

The legislation was passed on November 17, 2008 and was due to come into operation on May 1, 2009. During his budget speech in February 2009, the South African Minister of Finance deferred the implementation of the Royalty Act to March 1, 2010. In terms of the legislation resulting from the Royalty Act, a royalty will be levied for the benefit of the National Revenue Fund of the government of the Republic of South Africa. The amount levied will be based on a percentage calculated by means of a formula, from a minimum of 0.5% up to a maximum of 5% on gross sales of refined mineral resources or 7% on gross sales of unrefined mineral resources.

During the year ended December 31, 2010, Royalty Tax amounting to US$0.293 million (ZAR2.134 million) has been paid to the South African Government in respect of metals sold from March 1, 2010 to December 31, 2010.

15. Critical accounting estimates

The Company's significant accounting principles and methods of application are disclosed in the notes of the Company's consolidated financial statements for the year ended December 31, 2010. The following is a discussion of the critical accounting policies and estimates which management believes are important for an understanding of the Company's financial results.

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The Group's functional currency, as determined at the transition date to IFRS of March 1, 2008, is the South African rand. The consolidated financial statements are presented in United States dollars which is the Group's presentation currency for purposes of dual listing and foreign shareholders.

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

- assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that financial period end;

- income and expenses for each statement of income and comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);

- equity transactions are translated using the exchange rate at the date of the transaction; and all resulting exchange differences are recognized as a separate component of equity.

Share based payment transactions

Transactions which may result in the entity issuing its own equity are within the scope of IFRS2 - Share based payments when the fair value of the instrument is greater than the proceeds received. On this basis the convertible debentures have been accounted for under IFRS 2.

The fair value of the instruments granted is measured using generally accepted valuation techniques and is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date.

Exploration and evaluation assets and development expenditure

Exploration and evaluation costs, including the cost of acquiring licenses, are capitalized as exploration and evaluation assets on a project-by-project basis pending determination of the technical feasibility and the commercial viability of the project. The capitalized costs are presented as either tangible, or intangible exploration and evaluation assets according to the nature of the assets acquired.

Capitalized costs include costs directly related to exploration and evaluation activities in the area of interest. General and administrative costs are only allocated to the asset to the extent that those costs can be directly related to operational activities in the relevant area of interest. When a license is relinquished or a project is abandoned, the related costs are recognized through profit and loss immediately.

Inventory

Inventories are measured at the lower of cost and net realizable value. The cost of inventories includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition.

Provisions

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense.

The costs for the restoration of site damage, which arises during production, are provided at their net present values and charged against their operating profit as extraction progresses. Changes in the measurement of a liability which arises during production are charged against operating profit.

The discount rate used to measure the net present value of the obligations is the pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the obligation.

In accordance with the Group's policy and applicable legal requirements, a provision for decommissioning liabilities is recognized when the asset is installed and rehabilitation liabilities are recognized when the land is disturbed.

Revenue

The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved.

Revenue from the sale of goods is recognized when the significant risks and rewards of ownership have been transferred to the buyer. Revenue is not recognized if there are significant uncertainties regarding recovery of the consideration due.

No revenue is recorded in the annual consolidated interim statement of income and comprehensive income as the PPM only reached commercial production as of January 1, 2011.

16. Financial instruments and other instruments

The Company's financial instruments consist of the following:

 
                                                    Dec 31,        Dec 31, 
                                                       2010           2009 
                                                   US$ '000       US$ '000 
-------------------------------------------  --------------  ------------- 
Loans receivable                                         63             50 
Restricted cash investments and guarantees           84,471          7,163 
Accounts and other receivables                       46,877         28,452 
Cash and cash equivalents                           188,596         29,375 
                                             --------------  ------------- 
                                                    320,007         65,040 
Restricted cash (2)                                 135,131              - 
Total financial assets                              455,138         65,040 
===========================================  ==============  ============= 
 
 
                                                 Dec 31,        Dec 31, 
                                                    2010           2009 
                                                US$ '000       US$ '000 
----------------------------------------  --------------  ------------- 
Long term borrowings                               4,710          3,817 
Current portion of long-term borrowings           31,923              - 
Trade payables and accrued liabilities            20,747         22,144 
Revolving commodity facility                       3,468          5,854 
                                          --------------  ------------- 
                                                  60,848         31,815 
Convertible debenture (2)                        133,228              - 
Total financial liabilities                      194,076         31,815 
========================================  ==============  ============= 
 

(1) None of the Group's financial liabilities have been categorised as derivatives used for hedging or available for sale liabilities.

(2) The restricted cash have been provided as collateral against the convertible debenture.

The fair value of a financial asset or a financial liability is the amount at which the asset could be exchanged or liability settled in a current transaction between willing parties in an arm's length transaction. Financial instruments are initially measured at fair value when the Company becomes a party to their contractual arrangements. Transaction costs are included in the initial measurement of financial instruments. The fair values of the Group's financial assets and liabilities approximate their carrying values, as a result of their short maturity or because they carry floating rates of interest.

All financial assets and liabilities recorded in the financial statements approximate their respective net fair values.

Financial risk management activities

The Group is exposed to certain financial risks in the normal course of its operations:

-- Market risk (including foreign exchange / currency risk, commodity price risk, interest rate risk);

-- Liquidity risk; and

-- Credit risk.

Financial risk management framework, objectives and policies

The Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Group's Executive is responsible for developing and monitoring the Group's risk management policies. The Group's Executive reports regularly to the Board of Directors on its activities.

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group Audit Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

Group Treasury risk

The Group monitors its forecast financial position on a regular basis. The Group's Executive meets regularly and considers cash flow projections for the following 12 months in detail, taking into consideration the impact of market conditions including commodity prices and foreign exchange rates. The Group's Executive also receives reports from independent exchange consultants and receives presentations from advisors on current and forecast economic conditions.

The Group's forecast financial risk position with respect to key financial objectives and compliance with treasury practice are regularly reported to the Board.

From time to time, the Group does use derivative financial instruments to hedge certain identified risk exposures, as deemed necessary by the Group's Executive. The Group does not acquire, hold or issue derivative instruments for trading purposes.

The Group's objectives, policies and processes for managing risks arising from financial instruments have not changed from the previous financial year.

Foreign exchange (currency) risk

The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the United States dollar ("US dollar"). The group's functional currency is the South African rand ("SA rand").

Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a currency that is not the functional currency. Most of the company's purchases are denominated in SA rand. However, certain initial capital items during the plant construction phase as well as long lead-capital items are denominated in US dollars, Euros or Australian dollars. These have to be acquired by the South African operating company due to the South African Reserve Bank's Foreign Exchange Control Rulings. This exposed the South African subsidiary companies to changes in the foreign exchange rates.

The Group's cash deposits are largely denominated in US dollar and SA rand. A foreign exchange risk arises from the funds deposited in US dollar which will have to be exchanged into the functional currency for working capital purposes.

Furthermore, the international commodity market is predominately priced in US dollars which exposes the Group's cash flows to foreign exchange currency risks.

Commodity price risk

Commodity price risk arises from the possible adverse effect on current and future earnings due to fluctuations in commodity prices, in particular the price of PGMs. Most of these prices are determined in US dollars and are internationally determined in the open market. The Group regularly measures exposure to commodity price risk by stress testing the Group's forecast financial position to changes in PGM prices. The Group reviews it exposure with reference to the 4E basket price.

The Group does not actively hedge future commodity prices against price fluctuations. The PPM operation recognises revenue at the month end during which delivery of concentrate has occurred at the month's average commodity price for the contained metal. The revenue is revalued at each month end to the latest commodity price averages until such time that the commodity is determined under the Concentrate Agreement entered into with Northam. These fair value adjustments are set off against revenue, as this is the mining industry standard.

During 2009 and continuing in 2010, the Group entered into a Revolving Commodity Facility with Investec (please refer to note 19 in the annual consolidated financial statements for details on this facility). In terms of this facility, Investec will finance up to 91% of PPM's platinum, palladium, gold, copper and nickel deliveries to Northam in the month following the delivery month. This facility is repaid within 2 to 3 months. The respective commodity prices are determined and fixed upon each drawdown in SA rand and any fluctuations in the commodity prices or SA rand / US dollar exchange rate are hedged in terms of a swap agreement. Under this agreement, the Group agrees to swap a fixed amount on maturity date of the respective drawdown with the variable amount realised on the commodity and currency markets. The fair value adjustments arising from this are set off against revenue, as this is the mining industry standard.

Interest rate risk

Interest rate risk is the risk that the Group's financial position will be adversely affected by movements in interest rates.

The Group's main interest rate risk arises from short-term loans with interest charges based on the Johannesburg Interbank Acceptance Rate ("JIBAR"). Floating rate debt exposes the Group to cash flow interest rate risk. The long-term loans bear interest at an interest rate linked to the South African prime overdraft rate. Cash holdings are subject to interest rate risk in the country in which they are held on deposit. All other financial assets and liabilities in the form of receivables, payables and provisions, is non-interest bearing.

The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. In conjunction with external advice, management consideration is given on a regular basis to alternative financing structures with a view to optimising the Groups' funding structure.

Liquidity risk

The liquidity position of the Group is managed to ensure sufficient liquid funds are available to meet financial commitments in a timely and cost effective manner. The Group's Executive continually reviews the liquidity position including cash flow forecasts to determine the forecast liquidity position and maintain appropriate liquidity levels.

All excess cash is held by the Company or the South African operating company, Boynton. The Company invests excess funds in a 32 day deposit account and Boynton keeps excess funds in a current account. Cash is deposited at highly reputable financial institutions of high quality credit standing within the Republic of South Africa and their foreign affiliates in the United Kingdom.

Credit risk

Credit risk is the risk that a contracting entity will not complete its obligation under a financial instrument that will result in a financial loss to the Group. The carrying amount of financial assets represents the maximum credit exposure. Receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant. The Group's credit risk is limited to the carrying value of its financial assets.

At balance date there is a significant concentration of credit risk represented in the cash and accounts receivables balance. With respect to accounts receivables, this is due to the fact that the majority of sales are made to one customer, being Northam, as per contractually agreed terms. The customer has complied with all contractual sales terms and has not at any stage defaulted on amounts due. The Group manages its credit risk by predominantly dealing with counterparties with a positive credit rating.

Capital management

The Group's Corporate office is responsible for capital management. This involves the use of corporate forecasting models, which facilitates analysis of the Group's financial position including cash flow forecasts to determine the future capital management requirements. Corporate office monitors gearing.

Capital management is undertaken to ensure a secure, cost effective supply of funds to ensure the Group's operating and capital expenditure requirements are met. The mix of debt and equity is regularly reviewed. The Group does not have a target debt/equity ratio, but has a policy of maintaining a flexible financing structure so as to be able to take advantage of new investment opportunities that may arise. Net debt is calculated as total borrowings (including the current and non-current borrowings as reported on the Statement of Financial Position). Total capital is calculated as the total equity (as reported) plus net debt.

17. Outstanding share data

As at December 31, 2010, the Company had 749,680,767 issued and outstanding common shares.

As at December 31, 2010, there were 7,876,565 outstanding options exercisable for common shares and a further 8,537,335 unvested share options, which, if exercised, would result in the issue of an additional 16,413,900 common shares. The total options outstanding at December 31, 2010, totalled 16,413,900 options.

As at March 31, 2011, the Company had 910,395,054 issued and outstanding common shares (including 160,714,287 new shares to be issued as a result of the conversion of the convertible debentures).

18. Risks and uncertainties

The Company is in the business of exploration and development of mineral properties, and operating mines, with the objective of reaching commercial production of the properties directly or through third parties. There are numerous risks associated with this business and specific risks with regards to the South African mining environment.

Readers are urged to review the section titled "Risk Factors" appearing in Platmin's current AIF for the financial period ended December 31, 2010, which can be viewed at www.sedar.com.

19. Internal control over financial reporting

Management has evaluated or caused to be evaluated, the effectiveness of the Company's disclosure controls and procedures and the internal control over financial reporting and concluded that the Company's disclosure and internal control over financial reporting was effective as of the end of the financial period ended December 31, 2010. Platmin has identified no material weakness in the design of its internal controls over financial reporting. There has been no change in Platmin's internal controls over financial reporting since its year-end MD&A for the period ended December 31, 2009 or in the period ended December 31, 2010, or since September 30, 2010, that has materially affected, or is reasonably likely to materially affect, Platmin's internal controls over financial reporting.

This information is provided by RNS

The company news service from the London Stock Exchange

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