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Annual Report 2012

lundinfoundation.org

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Table of ConTenTsWho We Are, Where We Work 1

What We Do 2

Our Theory of Change, How We Measure Success 3

Message from the Chair 5

Lundin Foundation Worldwide Initiatives 6

Impact Investment Strategy 9

Priority Challenges 10

The Missing Middle 12

Impact Investment Principles 13

Impact Metrics 14

Impact Investment Portfolio 15

Impact Investment Portfolio Highlights 16

Supporting Excellence in Corporate Responsibility 19

Priority Corporate Responsibility Challenges 20

Corporate Responsibility Portfolio 21

Corporate Responsibility Portfolio Highlights 22

Lessons Learned and 2013 Outlook 25

Financial Review 26

Governance 35

Investment Advisory Committee 36

Management 37

Partnerships 39

Established in 2005, the Lundin Foundation is a philanthropic organization founded originally by the Lundin family.

The Foundation is currently supported by a number of publicly traded natural resource companies and brokerage firms committed to the highest standards of corporate social responsibility.

The Foundation works collaboratively with a number of leading private, bilateral, and multilateral organizations both to leverage impacts and ensure alignment with host communities and governments in countries where contributing partners operate.

Who We are

The Lundin Foundation currently supports 30 initiatives in 17 countries worldwide.

Our activities are aligned geographically with the corporate footprint of our contributing partners.

Where We Work

This page: Agribusiness start-up in DRCCover: Honey Care Africa. Photo © Liz V.

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ImpaCT InvesTIng

The Foundation provides patient capital and technical assistance to outstanding Small- and Medium-Sized Enterprises (SMEs) and social enterprises across the globe, with a view to supporting scalable, market-based solutions to complex social and environmental challenges.

CorporaTe

responsIbIlITy

The Foundation provides advice on internal policies, international performance and disclosure standards, and effective stakeholder engagement strategies. The Foundation also selects and manages community investment initiatives in collaboration with its contributing partners.

WhaT We Do our Theory of Change

While traditional development assistance is rightly credited with many notable achievements, one central fact is increasingly clear: sustained poverty reduction is not possible without sustained and inclusive economic growth. We believe such growth is best delivered by innovative, scalable SMEs and social enterprises. Our impact investments target national economic development, while community investments target improvements in areas impacted by operations.

hoW We measure suCCess

In 2011, the Lundin Foundation adopted the Impact Reporting and Investment Standards (IRIS), a set of standardized metrics and definitions that can be used to measure our financial, social, and environmental performance.

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We are increasingly focused on

achieving impact at scale, and

I am particularly pleased that a

number of our investments have

grown rapidly to serve a large

number of targeted beneficiaries

living at, or near, the base of the

economic pyramid.

““

message from The ChaIrThe Lundin Foundation’s philanthropic origins date back to 2005, and a motorcycle trip undertaken by myself and my brother Ian from Cairo to Cape Town. From this trip emerged two guiding observations: first, that poverty reduction is not possible without sustainable economic growth; and second, that increased investment in entrepreneurs and SMEs, together with targeted technical and managerial assistance, is needed to stimulate broad-based job and wealth creation. Now eight years later, I am pleased to report that the Foundation supports a growing portfolio of SMEs and social enterprises guided by these underlying principles.

Through year-end 2012, the Foundation’s impact investment commitments have grown to more than US$12.5 million. While not without challenges, our portfolio has performed well, generating solid financial results and significant social returns across difficult geographies and sectors. We are increasingly focused on achieving impact at scale, and I am particularly pleased that a number of our investments have grown rapidly to serve a large number of targeted beneficiaries living at, or near, the base of the economic pyramid.

The Foundation continues to cultivate partnerships with leading bilateral and multilateral organizations. Over the course of 2012, the Foundation was the recipient of a major financial award from the Canadian International Development Agency. Together with the Shell Foundation, Emirates Foundation, and Rockefeller Foundation, we were also invited to join NET-FWD, an initiative of the Organization for Economic Development and Cooperation (OECD) to increase dialogue and cooperation between foundations and bilateral donors in the area of enterprise philanthropy.

During the past year, the Foundation has continued to play an instrumental role in shaping corporate responsibility strategy and mainstreaming sustainability reporting across leading resource sector companies. Notable achievements in 2012 include preparation of an inaugural sustainability report for Lucara Diamond, and an innovative public-private partnership in Botswana among the Foundation, Government of Botswana and Barclays Bank. In 2013, I am pleased to report that the Foundation’s activities will extend to Southeast Asia (in partnership with Lundin Petroleum) and Latin America (in partnership with NGEx Resources).

I am personally committed to ensuring that an entrepreneurial spirit, together with principles of rigour, transparency, and continuous improvement, continue to guide our work and look forward to ongoing success in the years ahead.

ChairLukas H. Lundin

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cAnAdAResilient CapitalCIIEID

centRAl AfRicA RepublicCASF

nigeRIACHLTAF

democRAtic Republic of the congoCASFMutoshi Technical Institute

ghAnAMEDEEMIACHLAcumen FundTAF

mAliIACHLTAF

cote d’ivoiReIACHLTAF

botswAnABarclays Bank Microenterprise Loan Guarantee

pAn AfRicAAfrica Management Initiative

lunDIn founDaTIon

AcronymsAMI – African Management InitiativeCASF – Central Africa SME FundCIIEID – Canadian International Institute for Extractive Industries and DevelopmentCR – Corporate ResponsibilityIACHL – IACHL Agricultural Capital Holdings Limited.TAF – Technical Assistance Facility

mAuRitAniACDS Eau & EnergieMauritania School of Mines

kuRdistAnAmerican University of Iraq – Sulaimani

lesothoCARE Canada

ethiopiAMCM Hospital

kenyAM-KopaAcumen FundHoneycareKilimo Salama

Investment

Corporate Responsibility Initiative

WorlDWIDe InITIaTIves 2012

tAnzAniAAcumen Fund

ugAndAAcumen Fund

zAmbiAChiansi Irrigation ProjectRent to Own

buRkinA fAsoIACHLTAF

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ImpaCT InvesTmenT sTraTegy

What is Impact Investing?

Impact investments are investments made into companies, organizations, and funds with the intention to generate measurable social and environmental impact alongside a financial return. Impact investments can be made in both emerging and developed markets, and target a range of returns from below market to market rate, depending upon the circumstances. Impact investors actively seek to place capital in businesses and funds that can harness the power of enterprise to catalyze and scale solutions to complex global challenges.

Richmond Sarfo Packaging Section Leader Kona Agro-Processing, Ghana

Investee of Injaro Agricultural Capital Holdings Ltd8

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aCCess To energyApproximately 1.6 billion people still do not have access to electricity and 2 billion cook with wood or charcoal. The lack of access to energy has detrimental effects on education, health, productivity, and the environment. While there have been considerable advancements in solar and alternative energy products in recent years, getting products to underserved and low-income markets remains a major barrier. The Foundation invests in businesses that are finding new ways to expand the reach of innovative energy products into rural markets.

fInanCIal InClusIonOnly 10% of the world’s poor have access to affordable financial services, limiting their capacity to save, build an asset base for emergencies, or invest further in productive equipment or activities which can boost incomes. The Foundation invests in SMEs that offer inclusive financial services (micro-leasing, micro-mortgages, micro-insurance, savings mechanisms) in underserved markets.

smallholDer agrICulTureAgriculture is central to the livelihoods of 80% of the world’s poor. Increases in productivity or market opportunities for smallholder farmers have direct impact on rural food security and farmer incomes and can drive broader economic development by stabilising food prices and increasing demand for non-farm goods and services. The Foundation invests in SMEs that enhance agricultural productivity or are increasing market opportunities for smallholder farmers.

prIorITy Challenges

The Foundation invests in three priority sectors that have been carefully selected based on their demonstrable linkages to sustained livelihood benefits for those living at, or near, the bottom of the economic pyramid.

11Smallholder Market Garden Plot – Chiansi Irrigation Project (Zambia)

M&B Seeds owners Ben Kemetse and Monica Awuku, with Wayne Miranda of TAF (Ghana)

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>$10mm

$2-10mm

$50k-250k

$250k-2mm

$1k-50k

Venture Capital to scalable social enterprises

Early stage support of innovative entrepreneurs

missing middle

The mIssIng mIDDle: The neeD for early sTage fInanCe anD TeChnICal/managerIal assIsTanCe

SMEs currently face two significant barriers to growth: access to finance and technical/managerial capacity. Small, often informal, businesses are frequently perceived to be too small and risky by the traditional financial sector, and too large for microfinance – leaving them stranded, as illustrated in the diagram below, in the “Missing Middle.” Similarly, the pool of skilled, qualified management is also severely constrained, making it difficult to attract and retain managers needed to help small businesses grow.

avaIlabIlITy of fInanCe

ImpaCT InvesTmenT prInCIples

The following principles guide the Foundation’s investment strategy.

We:

Seek entrepreneurs and SMEs committed to job creation, progressive hiring and training practices, environmental protection, and community benefits.

Take calculated risks in support of scalable innovation.

Trust, respect, and form long term partnerships with carefully selected investees.

Enable local leadership wherever possible.

Deploy grants in support of managerial or technical performance improvements in investees or to test/pilot

pre-commercial innovations.

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ImpaCT InvesTmenT porTfolIo

Country/Region Investment Instrument Commitment US$

Sector

botswana Barclays Bank Guarantee 125,000 Financial Inclusion

Canada Resilient Capital Income Note 250,000 SME – General

Dr Congo Central Africa SME Fund

Equity 1,500,000 SME – General

east africa Acumen Fund Grant 2,000,000 SME – General

ghana Medeem Mezzanine Debt and Equity

1,500,000 Agriculture

kenya M-Kopa

Honey Care

Kilimo Salama

Inventory Finance and Equity

Convertible Debt

Grant

538,000

937,500

50,000

Access to Energy

Agriculture

Financial Inclusion

mauritania CDS Eau & Enterprise Convertible Debt 54,000 Access to Energy

West africa Injaro Agricultural Capital Holdings Ltd

Equity 5,000,000 Agriculture

West Africa Technical Assistance Facility/Mobile Business Clinic

Grant 1,000,000 Agriculture

Zambia Rent-to-Own

Chiansi Irrigation

Mezzanine Debt and Equity

Debt

175,000

393,000

Financial Inclusion

Agriculture

ToTals 13,134,500

ImpaCT meTrICsIRIS is a set of metrics that can be used to measure and describe an organization’s social, environmental, and financial performance.

Generated $38,000,000 in revenue;

Hired over 1,250 employees;

Enabled 450,000 clients

gain access to productive

goods and services;

Sourced $2,200,000 of

materials from micro-

suppliers.

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Using these metrics, we are pleased to report that, as of year-end 2012, our investments reached 46 SMEs which in turn:

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Challengesupporting Job and Wealth Creation in post-Conflict settings

The Central Africa SME Fund is the first of several private equity funds under the IFC’s SME Ventures Programme that targets smaller business in Africa’s least developed regions and in countries emerging from conflict. We see the injection of patient, risk tolerant capital into this business context as being critical in accelerating economic growth and returning significant social benefits in the form of much needed jobs and income.

Challengemaking high Quality energy solutions affordable

Over 500 million people in Sub-Saharan Africa still lack access to energy. While there have been considerable advancements in solar technology, resulting in lower prices and improved quality, the lack of effective distribution and financing models has remained a major barrier to broad scale adoption.

CenTral afrICa sme funD

porTfolIo hIghlIghT porTfolIo hIghlIghT

m-kopa – kenya

soluTIonThe Central Africa SME Fund is a US$25MM fund targeting investments ranging from $100K to $500K in high potential SMEs in the Democratic Republic of Congo and Central African Republic. The Fund is managed by a new joint venture that will bring together professionals from Extra Small Medium and Large (“XSML”), an Amsterdam based fund manager that has raised a global fund for SMEs, and Cenainvest, a local African management team with over 10 years of private equity experience in Africa.

Companies in which the fund invests will also be eligible for pre- and post-investment technical assistance and advice in the areas of corporate governance, accounting/financial systems, and social and environmental performance.

InvesTmenT parTnersInternational Finance Corporation (IFC)

FMO (Dutch Development Finance Institution)

soluTIonM-Kopa has developed innovative mobile technology which enables access to solar energy products through a mobile money platform that allows consumers to pay for energy on a daily basis and in an amount that is comparable to normal kerosene use. M-Kopa’s innovative technology and sales strategy has considerable potential to transform how rural households access assets. M-Kopa’s combination of technology, financing, and understanding new consumer behaviours presents a model that has significant potential to scale across vast geographies.

InvesTmenT parTnersGray Ghost Ventures (USA)

DOB Foundation (Netherlands)

Acumen Fund (USA)

LGT Venture Philanthropy (Liechtenstein)

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Women’s microenterprise supported by Tenke Fungurume Mining (TFM) supplies sample

bags to the mining operation

supporTIng eXCellenCe In CorporaTe responsIbIlITy

Contributors to the Lundin Foundation are joined by the belief that effective corporate responsibility is a strategic advantage that enables leading organizations both to access and effectively manage new business opportunities, while simultaneously strengthening households and communities impacted by operations.

Through its partnerships with leading resources companies, the Foundation is involved in four dimensions of corporate responsibility:

• advice on internal policies and management systems

• adoption of, and compliance with, international performance and disclosure standards

• stakeholder mapping and engagement

• Community investment strategy and oversight

Contributing partners currently include, but are not restricted to, Africa Oil, Denison Mines, Lucara Diamond, Lundin Mining, Lundin Petroleum, NGEx Resources, and Shamaran Petroleum.

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prIorITy CorporaTe responsIbIlITy Challenges

Over the past decade, there has been a discernible shift from viewing corporate responsibility as a charitable or legal requirement, to a risk management strategy and, finally, to long-term value creation for shareholders. To be successful, the Foundation believes that corporate responsibility strategy must be linked explicitly to business strategy. For example, improved access to health and potable water reduce absenteeism and improve employee retention. Building local enterprises reduces input costs and creates long-term employment opportunities not dependent on limited life assets.

CorporaTe responsIbIlITy porTfolIo

Country/Region

Implementing Partner Initiative Commitment US$

Canada University of British Columbia and Simon Fraser University

Canadian International Institute for Extractive Industries and Development

1,000,000

DR Congo Mutoshi Technical Institute

Full scholarships for 10 students 180,000

Ethiopia Trauma Care Ethiopia Training for ICU/Emergency Nurses at MCM Hospital

180,000

Kurdistan American University of Iraq, Sulaimani

Lundin Chair in Engineering 750,000

Lesotho CARE Smallholder Egg Production 148,000

While our community investments are necessarily tailored to the unique circumstances of host countries, three thematic areas are common across all geographies.

eDuCaTIon anD skIlls TraInIngGrowth in Africa is increasingly constrained by management capacity in both the private and public sectors. The Foundation supports initiatives aimed at making vocational, technical, and management education accessible and affordable at scale by leveraging innovative technology platforms. The Foundation also provides support to catalyze and develop educational infrastructure specific to extractive industries.

loCal proCuremenT anD supply ChaIn Both regional organizations and national governments are increasingly focused on enhancing the benefits from natural resource investments. This focus on local procurement represents a shift in policy approach: rather than concentrating on the contribution by mining companies through taxes, governments are increasingly exploring ways in which mines can become more closely integrated with local economies. An increased focus on local procurement can bring about significant benefits to a wide range of stakeholders. Companies can minimize their logistics and stock holding costs, reduce their lead times, increase security of supply as well as enhance their reputations and obtain a “social license” to operate. Local businesses, entrepreneurs, and communities can benefit from increased access to business growth opportunities, increased stability and diversity of markets, and improvement of business capabilities, including access to capital, productivity, technology, and HSE practices. Wider benefits include increased employment and skills, increased domestic and foreign investment, technology and knowledge transfer from international companies, exports and foreign exchange, and increased government tax revenues.

ClImaTe Change anD bIoDIversITyOver the next decades, it is predicted that billions of people, particularly those in developing countries, will face shortages of water and food and greater risks to health and life as a result of climate change. The Foundation supports initiatives aimed both at slowing the rate of climate change and supporting adaptation in the context of national planning for sustainable development, more capacity-building and transfer of technology and funds.

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porTfolIo hIghlIghT

smallholDer poulTry proDuCTIon – lesoThoCanaDIan InTernaTIonal InsTITuTe for eXTraCTIve InDusTrIes anD DevelopmenT

porTfolIo hIghlIghT

Challengestrengthening agricultural value Chains in remote Communities

Mokhotlong’s economy is primarily driven by livestock rearing and subsistence agriculture, though neither of these fully supports most families. Arable land in this mountainous region is scarce, and agricultural production sustains families only 6 to 9 months of the year. Consequently, a large segment of the population suffers from endemic poverty, a situation that is exacerbated by rates of HIV infection.

opporTunITyThe establishment of a commercially sustainable smallholder poultry enterprise builds upon earlier work of the Foundation and its implementing partners in establishing Village Savings and Loans. This twelve month pilot is to designed to validate assumptions around enterprise profitability and impacts, the success of which will determine whether a scaled intervention is warranted.

granT obJeCTIvesThe objective of this grant is to demonstrate the commercial viability of egg production in Mokhotlong, with a view to creating jobs and wealth in an economically vulnerable region. Partnerships with mining companies active in the region provide a secure market for aggregation of smallholder production.

eXIT sTraTegyCapital expenditure in the pilot phase has been paired with a working capital facility for purchase of initial stock, feed, and veterinary supplies. It is envisioned that financing in the expansion phase will be led by local banks, two of whom have expressed strong interest.

In 2012, the Lundin Foundation made a C$1MM commitment to the Canadian International Institute for Extractive Industries and Development (CIIEID). The Institute will act as a source of Canadian and international expertise dedicated to the improvement of resource governance in developing country governments and communities. It will facilitate country-led initiatives to meet their extractive sector needs for technical assistance; education, training, and knowledge sharing; and applied research and analysis.

The Institute will collaborate with in-country government, NGO, academic, community, and industry partners to engage in multi-sectoral dialogue; undertake country-level needs assessments, case studies and policy research; establish and mobilize a resource bank of knowledge and experience to leverage Canada’s expertise in extractive sector governance and management; and provide customized training and education programs.

National and regional activities will focus on improving the design and implementation of fiscal, environmental and social policies, laws, and regulations related to integrated resource management and responsible economic development.

Community activities will target strengthening abilities to engage in extractive sector issues to make mutually beneficial decisions and to implement strategies that support sustainable economic development.

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lessons learneD anD 2013 ouTlook

Since inception, the Lundin Foundation has continuously sought opportunities to learn from its activities and partnerships in order to adjust and improve the effectiveness of our strategy and operations. The following are key lessons learned in 2012 and how we will apply them in 2013:

more than just money

Each investee and grantee in our portfolio faces a unique set of challenges; helping them to grow and achieve targeted financial, social, and environmental objectives requires a level of engagement that extends well beyond cash transfers. In 2012, we deepened our engagement with investees and grantees through staffing permanent branch offices in Abidjan (Central and West Africa) and Nairobi (East and Southern Africa). The addition of these field offices has allowed us to more efficiently monitor progress and provide strategic management support as needed. Looking ahead to next year, the addition of these offices will also enable us to deepen our understanding of local context in sourcing and developing new investment and grant opportunities.

leverage partnerships

Over the course of 2012, the Foundation benefited greatly from an increasing array of strategic partnerships with like-minded organizations. These partnerships permitted us to leverage financing, share due diligence, learn from our peers, and participate in leading global networks such as the Global Impact Investing Network (GIIN) and Aspen Network of Development Entrepreneurs (ANDE). In October 2012, the Foundation signed an innovative partnership agreement with the Canadian International Development Agency, focused on delivering innovative technical and management support to rural agribusiness in West Africa.

In 2013, we will continue to form strategic partnerships to further advance our impact and effectiveness, and contribute to the overall advancement of the sector. Together with the Shell Foundation, Emirates Foundation, and Rockefeller Foundation, the Lundin Foundation expects to join NET-FWD, an OECD initiative aimed at increasing dialogue between leading global foundations focused on enterprise philanthropy and bilateral/multilateral donors.

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Nurses at MCM Hospital (Ethiopia) receive advanced training in

Intensive and Critical Care

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InDepenDenT auDITors’ reporT

ernst & young

Chartered Accountants

Vancouver, CanadaMarch 25, 2013

To the Directors of the lundin foundation

We have audited the accompanying financial statements of the Lundin Foundation, which comprise the statements of financial position as at December 31, 2012 and 2011, and January 1, 2011, and the statements of operations and changes in net assets, and cash flows for the years ended December 31, 2012 and 2011, and a summary of significant accounting policies and other explanatory information.

management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with Canadian accounting standards for not-for-profit organizations, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

opinion

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Lundin Foundation as at December 31, 2012 and 2011, and January 1, 2011, and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 in accordance with Canadian accounting standards for not-for-profit organizations.

sTaTemenT of fInanCIal posITIon

Expressed in Canadian Dollars

December 31 2012

December 31 2011

January 1 2011

$ $ $

asseTs

Current assets

Cash and cash equivalents 2,456,247 1,302,710 706,164

Short-term investments (note 3) 51,284 52,013 681,740

Accounts receivable 206,323 146,964 335,407

Donations receivable – – 1,450,180

Prepaid rent – 6,720 –

2,713,854 1,508,407 3,173,491

Impact investments

Term deposit – Resilient Capital 250,000 250,000 –

Loans receivable (note 5) 2,542,837 1,675,854 393,037

Equity venture investments (note 6) 2,368,733 1,238,728 198,920

5,161,570 3,164,582 591,957

Property and equipment (note 7) 110,210 121,689 698

Restricted cash – CIDA 142,641 – –

8,128,275 4,794,678 3,766,146

lIabIlITIes anD neT asseTs

Current liabilities

Accounts payable and accrued liabilities 728,436 32,377 196,660

Deferred contribution – CIDA (note 8) 107,214 – –

835,650 32,377 196,660

Unrestricted net assets 7,292,625 4,762,301 3,569,486

Related party transactions (note 9)

Commitments (note 10)

8,128,275 4,794,678 3,766,146

See accompanying notes to financial statements.

Approved on behalf of the Board:

Lukas H. Lundin Stephen D. Nairne Director Director

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Years ended December 31, 2012 and 2011Expressed in Canadian dollars

sTaTemenTs of operaTIons anD Changes In unresTrICTeD neT asseTs

2012 2011

$ $

Disbursements

Grants disbursed (Schedule 1) 1,090,423 2,078,869

Canadian International Development Agency Project (note 8) 38,566 –

1,128,989 2,078,869

Operating expenses

Accounting 52,916 23,604

Amortization 14,843 7,474

Bank charges 2,833 2,649

Legal 49,134 14,143

Memberships 27,543 39,571

Office 73,036 74,010

Rent (note 9) 50,108 47,040

Salaries 255,285 218,148

Sponsorships 3,065 10,707

Telephone 9,895 7,789

Travel 207,517 93,886

Reimbursed expenses (124,636) 2,449

621,539 541,470

(1,750,528) (2,620,339)

Donations received (note 9) 4,219,618 3,881,431

Canadian International Development Agency grant income (note 8) 35,624 –

4,255,242 3,881,431

Excess of revenue over expenses before other items 2,504,714 1,261,092

Other items

Impact investments – establishment cost – (215,279)

Advisory service recovery (Schedule 2) 5,250 23,637

Investment income (Schedule 2) 20,360 123,365

25,610 (68,277)

Excess of revenue over expenses for the year 2,530,324 1,192,815

Unrestricted net assets, beginning of year 4,762,301 3,569,486

Unrestricted net assets, end of year 7,292,625 4,762,301

See accompanying notes to financial statements.

sTaTemenT of Cash floWsYears ended December 31, 2012 and 2011Expressed in Canadian dollars

sTaTemenTs of Cash floWs

See accompanying notes to financial statements.

2012 2011

$ $

Cash provided by (used in):

Operations

Excess of revenue over expenses for the year 2,530,324 1,192,815

Items not affecting cash

Amortization 14,843 7,474

Foreign exchange loss (gain) not involving cash 75,891 (34,519)

Reinvested income (10,965) (14,782)

2,610,093 1,150,988

Changes in non-cash working capital items:

Decrease in donations receivable – 1,450,180

Decrease (increase) in accounts receivable (59,359) 188,443

Decrease (increase) in prepaid rent 6,720 (6,720)

Increase (decrease) in accounts payable and accrued liabilities 696,059 (164,283)

3,253,513 2,618,608

Investing

Proceeds from disposition of short-term investments – 636,100

Impact investments

Purchase of term deposit – (250,000)

Loan advances (855,721) (1,239,889)

Loan interest receivable (75,459) –

Advances on impact investments (1,130,005) (1,039,808)

Purchase of property and equipment (3,364) (128,465)

Revenue over expenditures relating to restricted cash (35,427) –

(2,099,976) (2,022,062)

Net increase in cash and cash equivalents 1,153,537 596,546

Cash and cash equivalents, beginning of year 1,302,710 706,164

Cash and cash equivalents, end of year 2,456,247 1,302,710

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Years ended December 31, 2012 and 2011Expressed in Canadian dollars

noTes To The fInanCIal sTaTemenTs

1. purpose of the organization

The Lundin Foundation (the “Foundation”) is a philanthrop-ic organization founded originally by the Lundin family. The Foundation is currently supported by a number of publicly traded natural resource companies committed to the highest standards of corporate social responsibility. The Foundation provides risk capital, technical assistance, and strategic grants to outstanding social enterprises and or-ganizations across the globe, with a view to contributing to sustained improvements in social and economic develop-ment. The Foundation works collaboratively with a number of leading private, bilateral, and multilateral organizations both to leverage impacts and ensure alignment with host communities and governments.

The Foundation was incorporated under the Canada Corporations Act in 2005. The Foundation is a not-for-profit organization and is exempt from income taxes under the Federal Income Tax Act.

On January 1, 2012, the Foundation adopted Canadian Accounting Standards for Not-For-Profit Organizations in Part III of the Canadian Institute of Chartered Accountants (“CICA”) Handbook (“Not-For-Profit Standards”). These are the first set of financial statements prepared in accordance with these Not-For-Profit Standards.

In accordance with the transitional provisions in the Not-For-Profit Standards, the Foundation has adopted the changes retrospectively, subject to certain exemptions al-lowed under these standards. The transition date is January 1, 2011 and all comparative information provided has been presented by applying Not-For-Profit Standards.

There are no adjustments to net assets as at January 1, 2011 or excess of revenue over expenses for the year ended December 31, 2011 as a result of the transition to the Not-For-Profit Standards.

2. significant accounting policies

The financial statements have been prepared by manage-ment in accordance with Canadian Accounting Standards for Not-For-Profit Organizations in Part III of the CICA Handbook.

(a) revenue recognition

Donations and government grants are recognized us-ing the deferral method of accounting for contributions. Unrestricted contributions are recognized as revenue in the year received or receivable if the amount to be received can be reasonably estimated and collection is reasonably assured. Externally restricted contributions are recognized as revenue in the period in which the related expenses are incurred.

(b) grant disbursements

Grants are recorded when the recipient(s) meets the criteria set out in the respective deed of gift, and provides necessary supporting documentation to the Foundation.

(c) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, bal-ances with financial institutions and short-term deposits which are highly liquid with original maturities of less than three months.

(d) financial instruments

Financial instruments are recorded at fair value on initial recognition. Equity instruments that are quoted in an ac-tive market are subsequently measured at fair value. All other financial instruments are subsequently recorded at cost or amortized cost, unless management has elected to carry the instruments at fair value. The Foundation has not elected to carry any such financial instruments at fair value.

Transaction costs incurred on the acquisition of financial instruments measured subsequently at fair value are expensed as incurred. All other financial instruments are adjusted by transaction costs incurred on acquisition and financing costs, which are amortized using the effective interest rate method.

Financial assets are assessed for impairment on an annual basis at the end of the fiscal year if there are indicators of impairment. If there is an indicator of impairment, the Foundation determines if there is a significant adverse change in the expected amount or timing of future cash flows from the financial asset. If there is a significant adverse change in the expected cash flows, the carrying value of the financial asset is reduced to the highest of the present value of the expected cash flows, the amount that could be realized from selling the financial asset or the amount the Foundation expects to realize by exercising its right to any collateral. If events and circumstances reverse in a future year, an impairment loss will be reversed to the extent of the improvement, not exceeding the initial carry-ing value.

(e) foreign currency translation

Amounts recorded in foreign currency have been trans-lated into Canadian dollars as follows:

(i) Current assets, current liabilities and long-term mon-etary assets and liabilities at the rate of exchange in effect as at date of the statement of financial position;

(ii) Non-monetary assets and liabilities, at the rates of exchange prevailing on the transaction dates; and,

(iii) Revenue and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rates of exchange prevailing on the transaction dates.

Gains and losses arising from this translation of foreign currency are included in the statement of operations for the period.

(f) property and equipment

Property and equipment are stated at cost, less accumu-lated amortization. Contributed assets are recorded at fair market value at the date of contribution. Amortization is calculated using the straight-line method at the following annual rates:

Asset Rate

Office equipment 2 years

Office improvements 10 years

(g) Impairment of long-lived assets

Long-lived assets, including property and equipment, are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. When quoted market prices are not available, the Foundation uses the expected future cash flows discounted at a rate commen-surate with the risks associated with the recovery of the asset as an estimate of fair value.

(h) use of estimates

The preparation of the financial statements requires man-agement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclo-sure of contingent assets and liabilities as at the date of the financial statements and the reported amounts of revenue and expenses during the year. Significant items subject to estimates and assumptions include carrying amounts of loans receivable and impact investments. Actual results could differ from those estimates.

(i) Contributed services

A number of individuals contribute time and expertise to the Foundation across its operations. However, since no objective basis exists for recording and assigning fair val-ues to donated services, the value of this time has not been reflected in these financial statements.

Contributed materials are recorded at fair value when a fair value can be reasonably estimated and the materials would otherwise be purchased.

3. short-term investments

The following investments are measured at fair value:

Dec 31 2012

Dec 31 2011

Jan 1 2011

$ $ $

Dundee US Money Market Fund 41,848 42,693 41,668

Dundee CAD Money Market Fund 9,436 9,320 640,072

51,284 52,013 681,740

4. financial risks

The significant risks to which the Foundation is exposed are market risk and currency risk.

a) market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.

The Foundation’s short-term investments are subject to fluctuating returns based on the market and are exposed to the risk of market volatility. Management mitigates such risk by holding these funds in professionally administered funds, using investment counsel, and assessing the market risk on an ongoing basis.

b) Currency risk

Currency is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Foundation’s short-term investments, accounts receivable, loans receivable, impact investments and ac-counts payable are exposed to financial risks as a result of exchange rate fluctuations and the volatility of these rates. The Foundation does not currently enter into forward con-tracts to mitigate this risk.

5. loans receivable

The following loans are measured at amortized cost using the effective interest rate method:

Dec 31 2012

Dec 31 2011

Jan 1 2011

$ $ $

Chiansi Project – unsecured, 5% interest bearing loan with inter-est and principal repayments commencing 2013 (denominated in US$) (a) 393,156 401,889 393,037

CDS – unsecured, 4% interest bearing loan, converted into common shares in January 2012 (denominated in Mauritanian Ouguiya) (b) – 33,225 –

Me deem Ghana Ltd. – unse-cured, 3% interest bearing loan repayable in blended quarterly instalments of US$37,500 for the period of January 15, 2014 to February 15, 2015, and increas-ing to quarterly repayments of US$56,250 thereafter (denomi-nated in US$) (c and d) 1,383,498 1,169,550 –

Rent-to-Own Zambia Limited – non-revolving term loan, 3% in-terest bearing loan repayable in monthly instalments of US$3,611 principal plus interest, secured by accounts receivable of the company, due July 1, 2015. (de-nominated in US$) (c and d) 102,581 71,190 –

Honey Care Africa Ltd. – unse-cured, 36-month loan bearing interest at gradual increments, repayable by the 36th month. Convertible to common shares at the Foundation’s option (de-nominated in US$) (e) 159,191 – –

M-Kopa Kenya Ltd. – 5-year revolving term loan bearing interest at 15%, secured by the inventories of the company and is guaranteed by the parent company, M-Kopa LLC. Interest is payable quarterly and the principal is repayable at the end of the five year period (denomi-nated in Kenyan Shilling). 504,411 – –

2,542,837 1,675,854 393,037

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(a) As at December 31, 2012, the Foundation has not ac-crued interest on the Chiansi Project loan receivable due to the uncertainty of collection beyond the principal amount. There was no change in the principal balance during the year.

(b) The CDS loan was converted into equity venture invest-ment at cost in the year (note 6).

(c) The Foundation has committed to the following future loan advancements:

(i) Me deem Ghana Ltd. – US$165,000 (December 31, 2011 – US$350,000; January 1, 2011 – $ nil) and

(ii) Rent-to-Own Zambia Limited loan – US$25,000 (De-cember 31, 2011 – US$55,000; January 1, 2011 – $ nil).

(d) The Me deem Ghana Ltd. and Rent-to-Own Zambia Limited loans contain revenue-based fee provisions in addition to interest and principal repayments.

(e) The Honey Care Africa Ltd. loan bears interest at the fol-lowing rates:

March 1, 2012 to August 31, 2012 5%

September 1, 2012 to February 28, 2013 10%

March 1, 2013 to August 31, 2013 15%

September 1, 2013 to February 28, 2014 20%

March 1, 2014 to March 15, 2015 25%

6. equity venture investments

The following investments are not quoted in an active market, and therefore are measured at cost:

Dec 31 2012

Dec 31 2011

Jan 1 2011

$ $ $

Injaro Agricultural Capital Holdings Ltd. (formerly WASME and WAAIF) (a and b) 1,524,736 1,099,215 188,974

M-Kopa, LLC 436,380 – –

Central Africa SME Fund (b) 303,656 90,060 9,946

CDS 54,507 – –

Rent-to-Own Zambia Limited 49,453 49,453 –

Me deem LLC 1 – –

2,368,733 1,238,728 198,920

(a) On March 31, 2012, West Africa SME Growth Fund (“WASME”) amalgamated with the West Africa Ag-riculture Investment Fund (“WAAIF”) to form Injaro Agricultural Capital Holdings Ltd. The amalgamation did not result in the Foundation being able to influence operating, investing, or strategic decisions of the amal-gamated entity. The Foundation’s investment consists of $837,016 of Class A common shares and $698,984 in cash advances to Injaro Agricultural Capital Holdings Ltd.

(b) The Foundation is committed to the following advances on these investments:

(i) Injaro Agricultural Capital Holdings Ltd. – US$3,464,000 (December 31, 2011 – US$3,889,700 (committed to WASME and WAAIF)), and

(ii) Central Africa SME Fund – US$695,315 (December 31, 2011 – US$909,000).

7. property and equipment

Dec 31 2012

Dec 31 2011

Jan 1 2011

CostAccumulated amortization

Net book value

Net book value

Net book value

$ $ $ $ $

Office equipment 4,149 2,467 1,682 393 698

Office improvements 127,680 19,152 108,528 121,296 –

131,829 21,619 110,210 121,689 698

8. Deferred contribution

Dec 31 2012

Dec 31 2011

Jan 1 2011

$ $ $

Contribution received from CIDA 142,838 – –

Less: contribution spent (35,624) – –

107,214 – –

The contribution received from Canadian International De-velopment Agency (“CIDA”) is restricted to eligible costs of the project, the West Africa Technical Assistance (“WATA”) Facility in Mali and Ghana. Per the Contribution Agreement with CIDA, 59% of the costs are covered by CIDA and the remaining 41% is covered by the Foundation and Engineers without Borders (“EWB”). As of year-end, the total cost incurred on the project was $38,566 and the total revenue recognized on the statement of operations was $35,624.

The first contribution received, in the amount of $142,837, was deposited in a separate bank account, and is not to be used for general purposes by the Foundation. Subject to the terms and conditions of the Contribution Agreement, CIDA has agreed to make a contribution for WATA of an amount not exceeding the lesser of the following:

1) Two million, eight hundred thirty-two thousand ninety Canadian dollars; and

2) Fifty-nine percent (59%) of the total value of the Eligible Costs.

9. related party transactions

(a) During 2012, the Foundation paid $50,342 (2011 – $49,114) to Namdo Management Services Ltd. (“Namdo”), a private corporation owned by a member of the Board of Directors. The Foundation occupies of-fice space in the Namdo offices for management and support staff. Namdo charges a monthly service fee of $6,720 (2011 – $6,720) and recovers out-of-pocket expenses related to the Foundation.

As at December 31, 2012, there is $18,702 (December 31, 2011 – $2,236; January 1, 2011 – $1,226) in accounts payable for rent and other expenses payable to Namdo.

(b) During 2012, the Foundation received donations of $1,399,622 (2011 – $2,956,483) from companies in the Lundin Group, where the Directors of the Foundation also serve as Directors on the board, or as members of senior management in those companies.

Years ended December 31, 2012 and 2011Expressed in Canadian dollars

notes to the financial statements

(c) During 2012, the Foundation disbursed grants of $152,131 (2011 – $556,161) to the Lundin for Africa Foun-dation, a not-for-profit organization that is under the same significant influence.

10. Commitments

The Foundation has committed to grants and impact investments totaling US$5,799,362 (December 31, 2011 – US$6,092,093; January 1, 2011 – US$7,529,736) payable from unrestricted net assets and future donations. Dis-bursement of these grants is conditional on the recipients meeting certain criteria and providing certain supporting documentation. The grants will be recorded in the state-ment of operations in the year in which the payments are made to the recipients.

schedule 1 – grants Disbursed

2012 2011

$ $

Acumen Fund 249,895 –

Lundin for Africa Foundation (note 9) 152,131 556,161

COMACO 130,645 –

Technical assistance to impact investment companies 126,434 152,093

M-Kopa Services LLC 124,948 –

Association of Africa Business Schools 108,954 49,463

Trauma Care Ethiopia 93,461 –

First Step Initiative 39,983 173,122

Me deem LLC 34,985 –

Syngenta Foundation for Sustainable Agriculture 19,992 –

Heeno International 5,996 –

Rent-to-Own Zambia Limited 2,999 –

American University of Iraq Sulaima – 741,952

Community Markets for Conservation – 158,560

Fondation Biotechnologie – 38,414

Hands on Development Initiatives – 21,895

Me deem Ghana Ltd. – 29,678

Tenke Fungurume Mining – 36,840

Women for Women International – 120,691

1,090,423 2,078,869

schedule 2 – other Items

2012 2011

$ $

Advisory service recovery:

External advisory income 5,250 23,677

External advisory expenses 193,167 (38,259)

Reimbursed expenses (193,167) 38,219

5,250 23,637

Investment income:

Foreign exchange gain (loss) (66,064) 75,548

Interest income on loans receivable 75,459 –

Bad debts recoveries – 33,035

Investment income 10,965 14,782

20,360 123,365

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governanCeChair

lukas lundin

Mr. Lundin is a graduate of the New Mexico Institute of Mining and Technology (Engineering). He is known for recognizing value and superior global investment opportunities in the natural resource sector. He serves as a Director of a number of publicly traded companies. He has a growing list of accomplishments, including raising hundreds of millions of dollars for exploration projects, and developing huge resource discoveries into production as principal of the Lundin Group of mining and oil and gas companies. Mr. Lundin balances out his abundant energy by participating in extreme sports such as the Paris Dakar motorcycle race, hiking Mount Kilimanjaro and extreme skiing. He combined his love for extreme sports with his global awareness of critical issues to make a positive impact in Africa by riding a motorcycle from Cairo to Cape Town in 2006 and creating the Lundin Foundation in the process. As the co-visionary for Lundin Foundation, Mr. Lundin follows in the adventurous spirit of his father, Adolf Lundin, who was one of the first entrepreneurs to realize the multiple opportunities Africa presents. The Lun-dins have been working actively in Africa for more than thirty years.

Directors

paul Conibear

Mr. Conibear is a professional engineer who brings over 25 years of senior leader-ship experience from predominantly developing countries to the Board of Lundin Foundation. Mr. Conibear is currently the President and CEO of Lundin Mining, is a Director of several Lundin Group companies and was the former President and CEO of Tenke Mining Corp.’s and head of Tenke Fungurume Project in the Demo-cratic Republic of Congo. Mr. Conibear understands the importance of Corporate Social Responsibility for international companies operating in developing coun-tries, and brings insight into social development needs and the issues facing local communities.

kevin Campbell

Mr. Campbell is currently a Managing Director of Investment Banking at Haywood Securities Inc, and focuses exclusively on advisory and finance in the mining sec-tor. Mr. Campbell primarily works with corporations whose assets are located in the developing world. In addition, Mr. Campbell’s own Lochmaddy Foundation, a charitable organization, pursues investments in both basic needs and livelihood programs in Africa, specifically concentrating on West Africa at this time.

stephen nairne ManagingDirector,LundinFoundation

Mr. Nairne has served as the Lundin Foundation’s Managing Director since 2007. He is on the Advisory Board of several SME funds and companies in Sub-Saharan Africa and is an Adjunct Professor at the University of British Columbia, where he teaches courses on Country and Project Risk Analysis in Developing Countries and African Political Economy. Mr. Nairne served as Deputy Director with Canada’s Department of Foreign Affairs and International Trade’s Pacific Office and as Senior Political Risk Analyst at Export Development Canada. He holds a Bachelor of Com-merce from McGill University and a Master of Arts from the Norman Paterson School of International Affairs at Carleton University.

Samuel Donkar feeds cashew shells into burner to heat drying oven at Kona Agro-Processing, where cashews are processed for export to Europe

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The Lundin Foundation is guided by an exceptional Investment Advisory Committee that has abundant ex-perience in deal structuring, investment management and exits in emerging markets.

piers CumberlegeHeadofPartnership,WorldEconomicForum

Mr. Cumberlege leads World Economic Forum’s cluster of projects and initia-tives on Values and the Role of Business. He was President of Straightview Inc., responsible for co-managing the Canada Investment Fund for Africa at Cordiant. He assisted Lundin for Africa Foundation to establish a social venture fund in West Africa, and advised the Canadian government on a similar project in Haiti. He has held numerous executive positions, including Vice President at Bombardier, overseeing activities in China, India, Russia and Africa, and Senior Vice President for Direct Investments at Delta Capital in Moscow. Mr. Cumberlege also holds many board and investment committee positions including Chairman, Investment Committee, CARE Canada; Chairman Emeritus, Canada Eurasia Russia Business Association; and the Investment Committee Lundin West Africa SME Growth Fund. He has served on the boards of public and private companies in Europe, North America and the CIS. He has an MA from Oxford University, a business degree from Coventry University, and ICD.D certification of the Canadian Institute of Corporate Directors.

Ted andersonManagingGeneralPartner,VenturesWestManagement

With thirty years of experience in venture investing, most recently as the Man-aging General Partner of Ventures West Capital, Canada’s largest institution-ally backed venture capital fund management company, Mr. Anderson has an extensive background in venture capital investing in both Canada and emerging markets. He is also a past President and a former Director of the Canadian Venture Capital and Private Equity Association.

In emerging markets, Mr. Anderson has worked with the International Finance Corporation on initiatives relating to the establishment of venture capital funds in Africa and has participated in projects in East Africa (Kenya, Tanzania, and Uganda) and in Ethiopia. He was also an advisor to the Government of Canada on the establishment of the Canada Investment Fund for Africa (CIFA). Currently, He serves as a Technical Advisor to Injaro Agircultural Capital Holdings Limted, an investing company established to provide risk capital to agricultural SMEs in West Africa. Mr. Anderson has a BA (Economics) from the University of Toronto and an MBA from the Schulich School of Business at York University, where he was also a lecturer.

anders einarssonChiefFinancialOfficer,IHSAfrica

Mr. Einarsson is currently a Deal Partner at Phatisa. His career covers 11 years of corporate finance and investment activities in emerging markets, participating in the structuring and execution of 13 investments, valued in excess of US$380 million. He served on various boards, namely: Milvik Ghana Limited (Kinnevik and Millicom), Simba Investments (Mauritius), Eva Capital Limited (South Africa), and West Africa SME Growth Fund Investment Committee. He is currently a member of the Lundin Foundation’s Investment Advisory Committee. More recently he spent close to three years in Nigeria, managing a portfolio of investments to the value of US$130 million, subsequently assuming the role of Group CFO in IHS Ni-geria Plc. Prior to this Mr. Einarsson held the position of Investment Manager for Africa, Kinnevik Group, and Simba Investments, focusing on food and agri related investments. He has also gained extensive experience in Russia and the Baltics, where he was Group CFO, Kontakt East Holding (Plc) and held various positions in corporate finance, mergers, and acquisitions with General Electric.

stephen nairneManagingDirector,LundinFoundation

Mr. Nairne has served as the Lundin Foundation’s Managing Director since 2007. He is on the Advisory Board of several SME funds and companies in Sub-Saharan Africa and is an Adjunct Professor at the University of British Columbia, where he teaches courses on Country and Project Risk Analysis in Developing Countries and African Political Economy. Mr. Nairne served as Deputy Director with Canada’s Department of Foreign Affairs and International Trade’s Pacific Office and as Senior Political Risk Analyst at Export Development Canada. He holds a Bachelor of Com-merce from McGill University and a Master of Arts from the Norman Paterson School of International Affairs at Carleton University.

anna samakéPortfolioManager

Prior to joining the Lundin Foundation in 2012, Ms. Samaké spent more than five years in the banking sector and five years as Oikocredit’s Country Manager in Mali, overseeing a portfolio of more than 10 million euros in SME investments. From 2010-2012, she was the Director of the Institute of Enterprise and Management in Bamako, which serves as a business incubator, and provides SMEs both with tradi-tional management diplomas and access to angel investor networks.

Ms. Samaké holds a Masters of Business Administration from the University of Quebec in Montreal and a Master’s Degree in Private Law from the National Ad-ministration College in Bamako, Mali.

ka-hay lawPortfolioManager

Ms. Law joined the Lundin Foundation in early 2011 and is responsible for sourc-ing and evaluating new investments and grants, and managing the Foundation’s Technical Assistance Facility. As former Director of Agriculture Value Chains for Engineers Without Borders Canada, she developed the program for management support to SMEs and market development organisations. Ms. Law brings deep insight on the inner workings of SMEs and market development in Africa having lived and worked in Zambia, Malawi and Ghana. She has experience in corporate social responsibility consulting for Canada’s largest corporations and holds a degree in engineering from the University of British Columbia.

Dr. karamo n.m. sonkoSpecialAdvisor

Dr. Sonko is Executive Vice President for Africa of the Sand Group of Companies, a Lundin Group Company, and Chairman of his own Foundation, Heeno Internation-al, with its head office in the Gambia and projects in a number of African countries. He was Vice President of Tasiast (Mauritania) Ltd., a subsidiary of Red Back Mining Inc. (a Lundin Group and now Kinross company). He has a B.A. (First Class) from the University of Swaziland, M. Phil. from the University of Cambridge, UK, and a Ph.D (with Distinction) from the University of Denver, CO, in International Eco-nomics & Development. Dr. Sonko has advised many multinational companies on African investment strategies and has worked for international institutions, includ-ing the United Nations and the International Monetary Fund. He taught at five uni-versities in the United States, Canada and France, and has written and published extensively on Africa. Dr. Sonko has been involved in humanitarian work in the Lundin Group since 2006, when he became Special Advisor to Lundin Foundation.

InvesTmenT aDvIsory CommITTee managemenT

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