MIRANDA MINERAL HOLDINGS LTD INTEGRATED ANNUAL … · executive committee of AIM and JSE listed Jubilee Platinum PLC. Ms de Beer was appointed to the Board on 8 October 2012. Mr Jabu

MIRANDA MINERAL HOLDINGS LTD INTEGRATED ANNUAL REPORT 2012

Miranda is a Company incorporated in South

Africa in accordance with the provisions of the

Companies Act and complies with the principles

of King III (unless otherwise stated) the Companies

Act and the JSE Ltd Listings Requirements and other

legislative requirements. The Company subscribes to

high ethical standards and principles of corporate

governance. In addition, the Company also adheres

to International Financial Reporting Standards (IFRS)

in compiling its financial statements.

By reporting on the financial and non-financial

performance of the Group (Miranda Minerals

Holdings Ltd) integrated report aims to provide an

understandable and complete view of the business

for the Group’s shareholders, potential investors and

stakeholders.

Accordingly, we will report not only on our financial

performance for the year under review but also

on all other non-financial indicators, including

sustainability by disclosing information on safety,

social, environmental and economic impacts and

influences, both positive and negative, internal and

external on all our stakeholders.

Considerable effort has been expended on

presenting concise, focused information – the

content of this integrated report is deemed to be

useful and relevant to our stakeholders, enabling

them to evaluate the ability of Miranda to create

and sustain stakeholder value.

Chairman and Managing Director’s reports are

provided, offering the reader a comprehensive,

integrated, high level overview of the Group’s

performance and outlook.

ABOUT THIS REPORT

This integrated report covers the financial year ended 31 August 2012 and is released within 2013. It provides an overview of the operations, financial performance and integrated sustainability across all operating subsidiaries.

SCOPE OF REPORTING

Miranda’s commitment to an integrated and sustainable business approach is illustrated by its vision and mission as well as the deepening management resources in health, safety, environment, transformation and risk, aiding economic, social and environmental sustainability.

INTEGRATED BUSINESS

MIRANDA MINERAL HOLDINGS LIMITED ANNUAL REPORT 2012

1

Corporate Overview 2

Company Profile 3

Board and Management 4

Chairman’s Review 6

Managing Director’s Review 8

Operational Review 12

Sustainability and Risk Report 33

Corporate Governance 34

Directors’ Responsibilities and Approval 47

Certificate by the Company Secretary 47

Independent Auditor’s Report 48

Directors’ Report 49

Audit and Risk Committee Report 53

Shareholder Analysis 55

Analysis of Trades 57

Statements of Financial Position 58

Statements of Comprehensive Income 59

Statements of Changes in Equity 60

Statements of Cash Flows 62

Accounting Policies 63

Notes to the Financial Statements 75

Notice of Annual General Meeting 135

Explanatory Notes to the Notice of Annual General Meeting and Proposed Resolutions 143

Form of Proxy Enclosed

Election Form Enclosed

Corporate Information IBC

CONTENTS

CORPORATE OVERVIEW

Miranda Mineral Holdings Ltd (“Miranda”) is a South African mineral exploration, mining development and investment holding Company that is listed in the General Mining sector on the main Board of the Johannesburg Stock Exchange (“JSE”).

In addition to its interests in the coal fields of KwaZulu-Natal, which presently occupy the Company’s developmental efforts, Miranda has interests in gold, diamonds, base and industrial minerals. Miranda was spawned from Miranda Minerals (Pty) Ltd, its wholly-owned subsidiary. Miranda Minerals (Pty) Ltd acquired 894 mining properties when the Gold Fields Group unbundled, releasing 158 000 hectares of land in the Northern Cape, North West Province, Free State, Gauteng and Mpumalanga.

Of the 894 properties, 54 of the original farms were identified as sites with potential mineral wealth. Applications to explore and possibly exploit these findings were lodged with the Department of Mineral Resources. The obtaining of permits from the Department of Mineral Resources ultimately led Miranda to the JSE in 2005, where it was reverse-listed in the General Mining sector of the main Board.

VISION

Company’s vision is to become an African Mining company with exploration near production and production coal assets.

STRATEGY

Growth in Asset Base

SECURITYSUSTAINABILITY FUNDINGTECHNICAL FEASIBILITY


3

Miranda Mineral Holdings Ltd is the holding Company for a number of differentiated specialist Companies in which the various interests of the Group are contained.

They are:

• Miranda Coal (Pty) Ltd, which is the repository for its coal operating subsidiaries, mining and Prospecting Rights in South Africa;

• Miranda Minerals (Pty) Ltd, Naledi Mining Solutions (Pty) Ltd and Molebogeng Mining Investment Holdings (Pty) Ltd which contain all of the Group’s South African Prospecting Rights for base and industrial minerals, gold and diamonds; and

• Miranda Support Services (Pty) Ltd, which contains the Group’s management services.

Subsidiaries included in this organogram relate to active exploration Companies or Companies expected to commence exploration activities soon. Subsidiaries that were still dormant at the year end and therefore not consolidated include Juxtox Trading (Pty) Ltd and Planet Waves 522 (Pty) Ltd. Investments in subsidiaries are disclosed in note 7 to the Financial Statements.

73% Sesikhona Klipbrand Colliery (Pty) Ltd

(“Sesikhona”)

72% Applewood Trading 3 (Pty) Ltd (“Boschhoek”)

74% Nungu Trading 695 (Pty) Ltd (“Wasbank”)

65% Majestic Silver Trading 348 (Pty) Ltd (“Majestic”)

64% Point Blank Trading 104 (Pty) Ltd (“Learydale”)

77% Street Spirit Trading 54 (Pty) Ltd (“Burnside”)

65% Dwalalamadwala Mining Resources

(Pty) Ltd (“Dwala”)

62.5% Citygraph (Pty) Ltd

70% Juxtox Trading (Pty) Ltd (“Alston”)

70% Planet Waves 522 (Pty) Ltd

100% Dartingo Trading 217 (Pty) Ltd (“Yarl”)

62.5% Almenta (Pty) Ltd

62.5% Ocean Crest Trading 24 (Pty) Ltd

62.5% Rendiphor (Pty) Ltd

70% Framica (Pty) Ltd

87% Lauraville Mynbou (Pty) Ltd

51% Blue Moonlight Properties 215

(Pty) Ltd

63% Winter Breeze Trading 78 (Pty) Ltd

100% Emerald Sky Trading 467

(Pty) Ltd

63% Little Swift Investments 385

(Pty) Ltd

Naledi Mining Solutions (Pty) Ltd

70%

Miranda Support Services

(Pty) Ltd100%

Molebogeng Mining Investment Holdings

(Pty) Ltd100%

Miranda Minerals (Pty) Ltd

100%

Miranda Coal (Pty) Ltd

100%

Miranda Mineral Holdings Ltd

COMPANY PROFILE

BOARD

Dr Lelau Mohuba (56)Non-executive Chairman

MB.ChB(Natal)

Dr Mohuba is a retired medical practitioner who obtained his MB ChB at the University of Natal in 1980. He retired 22 years later after a distinguished medical career. He joined Boynton / Platmin in 2003 as Business Development Director and assisted the Company to successfully list on both the TSX and AIM in 2006.He is co-founder of the Sephaku Group and currently serves as CEO of Sephaku Holdings Ltd (JSE listed in 2009), Sephaku Fluoride Ltd and Incubex Minerals Ltd. He is the founding director of Sephaku Cement (Pty) Ltd and the Chairman of Taung Gold (a South African subsidiary of a Hong Kong listed Company).

Dr Mohuba joined the Board with effect from 20 January 2012.

Mr Mick Cook (57)Managing Director

Mr Cook has extensive experience in the mining insurance industry, particularly diamonds, and has worked in seven major African markets. He is also experienced in acquisitions and mergers, corporate transformations and the restructuring and recapitalisation of JSE listed entities.

Mr Cook was originally appointed to the Board from January 2008 to August 2011 and was responsible for marketing and investor relations. Since January 2012 he has been extensively involved in the transformation, restructuring and recapitalisation of Miranda and on 3 December 2012 was re-appointed to the Board as Managing Director.

Mr Peter Cook (61)Non-executive Director

Cert IMM; PMD (UCT-GSB)

Mr Cook has been employed in the short-term insurance industry for over 40 years, servicing clients in a wide variety of industries, particularly mining and manufacturing. He is currently appointed as a business development executive with a major insurance broking firm. Mr Cook was appointed to the Board on 27 January 2012.

Mrs Carina de Beer (42)Finance Director

South African Chartered Accountant

Mrs de Beer is a Chartered Accountant (SA). She completed her articles with Price Waterhouse Coopers and has 13 years’ experience in corporate financial management and reporting, Company secretarial practice, compliance and corporate governance.

Mrs de Beer has served as an executive member of a number of JSE listed entities. She is a member of the Institute of Directors as well as the South African Institute for Chartered Accountants. She is also a member of the executive committee of AIM and JSE listed Jubilee Platinum PLC. Ms de Beer was appointed to the Board on 8 October 2012.

Mr Jabu Mahlangu (55)Independent Non-executive Director

MM, MDP Pretoria University; Diploma Management and Leadership UNISA

Mr Mahlangu is a Member of the Mpumalanga Provincial Legislature (since 2001), and the current Chairman of the Portfolio Committee on Public Works, Roads and Transport; Community Safety, Security and Liaison. He was previously the Member of the Executive Council (MEC) responsible for Economic Development, Environment and Tourism in the Province of Mpumalanga (12 May 2009 to 03 November 2010), and Leader of Government Business (14 May 2004 to 03 November 2010). He is one of South Africa’s political stalwarts and one of the longest-serving members of the South African Parliament and Provincial Legislature.

Mr Mahlangu was appointed to the Board on 20 January 2012.

BOARD AND MANAGEMENT


5

Mr Michael John Yates (70)Lead Independent Non-executive Director

Chartered Institute of Bankers (UK) – Trustee Diploma

Mr Yates is approved by the Isle of Man Government Financial Supervision as a Key Person, i.e. suitable for holding responsible office in a licensed financial services Company.

He is a former member of the institute of Bankers and Professional Associate (AIB). He also has a Trustee Diploma. He has held various directorships and has acted as a Trust Manager for various trusts. Mr Yates joined the Board with effect from 20 January 2012.

Mr Gideon (Deon) Joubert (61)Independent Non-executive Director

Professional Engineer; BSc (Eng) (Hons); MSc (Eng)(Struct)

Mr Joubert is a Professional Engineer (PrEng), a Member of the South African Institute of Civil Engineers, registered as a Chartered Engineer in the United Kingdom. He also is an Associate Member of The Institution of Structural Engineers in the United Kingdom and spent time working in the UK. Mr Joubert worked as a structural engineer in South Africa, before moving into management in 1979. In 1994 he was appointed Managing Director of Civil Concepts, a position he held until 2010. Mr Joubert retired from Civil Concepts as director in February 2012 to seek new challenges.

Mr Joubert was appointed to the Board on 20 January 2012.

Ms Carole Chiloane (42)Independent Non-executive Director

Ms Chiloane specialises in the areas of business development, professional marketing and communications, and is a strategist at New Vision Consulting. She has worked for Coca-Cola South Africa, DSTV Africa Group and M-Tel (now MTN). She received the prestigious Andrew Young scholarship to study Urban Policy Studies in the United States of America. Ms Chiloane has garnered over a decade of experience and knowledge in the inter-government and corporate communications industry. Her appointment to the Board was effective from 17 February 2012.

MANAGEMENT

Mr Andre Olivier (51)COO

B(Eng), MBA

Mr Olivier is a professional engineer registered with ECSA and with ECN, and is a member of SAIEE and SAIoD. He holds a B(Eng) as well as a MBA degree, obtained from the University of Pretoria and Potchefstroom Business School (University of North-West) respectively. He has 30 years post graduate experience, which includes extensive exposure to mining, mining projects, petrochemical consulting engineering, business process development, business expansion and technical management. The focus of his exposure to mining has been on coal, diamonds, gold, uranium, copper, heavy minerals, iron ore and manganese in Africa, Australia, China and India. Mr Olivier was appointed as COO in January 2013.

CHAIRMAN’S REVIEW

I am delighted to report that we have begun a new chapter at Miranda and I am particularly pleased about a number of issues. Upfront, I would first like to express my gratitude to Incubex for coming on board – if not a sinking ship then certainly a ship with some leaks. Incubex provided our lifeline – funding at a critical moment – as well as the managerial and technical expertise that helped us to stabilise the Company.

There were various highlights during the year under review. Firstly, we have a reconstituted board with a constructive approach to managing the business, and I will talk a bit more about that later in the report. Secondly, we have emerged relatively unscathed from our legal issues having either settled with the interested and affected parties, or reached satisfactory agreements. The matter with the South African Defence Force is still outstanding, but I am confident that with the progress so far, this will be resolved soon. And finally – the cherry on the cake is having acquired our mining right for Burnside.

The board’s job now is to implement the Miranda business plan – to actively mine and sell coal, ensuring a good return for shareholders. We aim to be producing coal from Sesikhona in the third quarter of 2013, which is in line with our strategy. The important first step of creating revenue from our operations is a milestone that we are anticipating in the near future.

Markets

I am confident that the global market for coal in the longer term is healthy. The short- and medium-term views are interesting due to the variables at play but at Miranda we find that there is already considerable interest in our product at a local level, and that is a good enough indication for us that there is sufficient market demand. We are of the opinion that the grade of our product is generating the interest locally, while the foreign investors approaching us and the scarcity of allocations at the Richards Bay Coal Terminal are clear signs that there is a strong demand for coal outside South Africa.

The economic downturn in China, to a lesser extent in Europe and indeed globally has undoubtedly had an effect on coal demand, but indications are that a slow but steady recovery is in the offing.

We now need to sell coal in the short-term to generate cash flows, enabling the Company to become independent. We certainly do not want to place additional pressure on our shareholders through repeated borrowing, but rather want them to realise returns. As a coal-focused company, we will also be looking to synergise with other coal producers. We feel this is simply a common sense approach to business – to growing value and alleviating our cash constraints. The idea is to become part of a large coal ‘village’ where multiple instead of linear value is created.

Political climate

As I write this, the mining sector remains in a state of upheaval. The recent wildcat strike action is indeed a concern, including for the mining majors. However, although a painful and troubled period, I do believe that this is a phase and that we will work through it. Fortunately, the turmoil on the surface does not affect the minerals underground. However, managing operations and covering overheads when production is suspended – especially for extended periods – is a challenge.

The role of the board

We have an excellent and committed board with members who are actively involved, attending board meetings without fail and making sound contributions. I am amazed at how these independent non-executives who have no vested interest in the Company put so much effort into making Miranda work in the true sense of the word. Although that might sound like a given, with our somewhat turbulent past, the present situation and mood of co-operation is one that I fully appreciate.

Capital-raising

During the year under review we raised capital through issue for cash. There is enough interest out in the market for private placements, which will ensure that Miranda is funded until it starts to generate cash from the operations.

Looking ahead

I am excited about Miranda’s future and I am particularly looking forward to the day when I can announce that we are making money and able to pay dividends to our shareholders. They have had a difficult couple of years and although some of them have given up on us, it will be wonderful to be able to reward the loyal investors who have stuck with us through thick and thin. Until now we have been an exploration Company – in fact a multi-mineral exploration Company – and so it will be satisfying to at last come into our own as a coal producer.

My thanks to my fellow board members for their contributions during the past year, and of course to the staff, who make things happen. Let’s keep at it – we are steering this ship into calmer seas and will soon reach our port!

Dr Lelau MohubaChairman

19 March 2013


7

MANAGING DIRECTOR’S REVIEW

This is my first report as Managing Director of Miranda. In our last report we dealt with the positive changes that occurred in January 2012 with the restructuring of the Board and the introduction of a large new shareholder, Incubex, who bought out the shareholding and assumed all liabilities of Global Mining Investments Ltd.

These two events have resulted in Miranda now having an astute Board which has focussed on the progress of the Company and has also given both wise counsel and encouragement to management. At the same time the Incubex investment empowered management to resolve various litigation matters and to develop a foundation for the future development and growth of Miranda.

There have been a number of very encouraging highlights during this turnaround year and it is my privilege to report thereon.

Firstly, Miranda has appointed Ms Carina de Beer as the Financial Director. Miranda will undoubtedly benefit from the vast corporate and commercial experience that Carina brings with her. I wish her all the very best and look forward to working with her.

Secondly, in keeping with our focus on bringing our coal projects into production, we have appointed Mr Andre Olivier as our Chief Operating Officer (COO). He has extensive experience in mining development and is responsible for bringing our coal projects on stream.

Dealing with the litigation aspects I can advise that a number of complex matters have been resolved. Agreement has been reached with Stefanutti Stocks and the arbitration process has been halted. The settlement is R8 000 000 . This is more fully dealt with in the Directors’ Report.

Acquisitions were made during the course of the year on properties where prospecting rights have been granted or where they have been applied for. These properties are all in close proximity of the Sesikhona and Burnside mining areas and we are in the process of developing these to increase the Group’s asset base.


9

This project will have a Life of Mine of between 15 and 20 years and accordingly we have continued our studies into the feasibility of installing a washing plant and re-establishing a rail siding on the Burnside property.

• UITHOEK PROJECT

Several attempts have been made to renegotiate the JV agreement with the Simpson family, who are the holders of the mining right, but these have been unsuccessful. Management is now in the process of assessing the situation and exploring avenues in order to resolve the matter in an amicable manner and to minimise any downside for Miranda.

• BOSCHHOEK PROJECT

Discussions with representatives of the SANDF are on-going in respect of access onto the Farm Boschhoek. Although entry to the underground mining operations on this farm can be gained from Burnside, it will be necessary to have very limited surface access in order to sink ventilation shafts. Further information regarding the progress of the discussions will be announced when available.

• ACQUISITIONS

Prospecting Rights over 10 farms in the Dannhauser, Vryheid and Newcastle districts have been acquired. These properties will complement the existing rights which are already held in the respective areas. The rights are held in four companies all of which are now subsidiaries of Miranda Coal.

We are in discussions with other Junior Mining companies with a view to acquiring properties with either prospecting rights or mining rights which will complement our existing portfolio. Two acquisitions are being investigated, the one is near our Burnside project in KZN and the other in Mpumalanga, the latter, if successfully concluded, will afford us the opportunity of entering the domestic coal market.

OUR OPERATIONS

On the operations side, a mining right has been granted over the Burnside property and we have commissioned a scoping study which will be completed in February 2013. At the same time environmental studies, which will enable compliance in terms of the National Environmental Management Act, are being undertaken. It is intended that mining on the Burnside property will commence in the latter part of 2014.

During the past months management completed the review of all the projects in this Division. This exercise resulted in the consolidation of various Prospecting Rights and Mining Rights into two focus project areas, namely the Sesikhona and Burnside Projects. Management has concentrated on ensuring that all compliance issues are resolved expediently so as to ensure that mining can commence during 2013 on the Sesikhona Project.

• SESIKHONA PROJECT

Negotiations with a preferred mining contractor have reached an advanced stage and it is anticipated the discussions will be finalised during Q2 2013. The Company is in advanced negotiations to secure an offtake agreement for the Sesikhona coal production.

• BURNSIDE PROJECT

Burnside is the Group’s flagship project with production expected to commence during the latter part of 2014. The Mining Right over the Burnside property has been executed. A scoping study has been commissioned and finalised and environmental studies are being undertaken to ensure the issuing of the Integrated Water Use Licence. Early stage discussions with interested off-takers are being held. The Company has also received expressions of interest from potential investors on the project. Our discussions with these investors are ongoing.

has changed dramatically for the better and as we look toward 2013 we can do so safe in the knowledge that there are two mining licences in place, with production expected to commence in Q4 2013. The Company is debt free and work is being prioritized to develop Burnside which is our flagship project.

We all need to take cognisance of the labour issues that have beset the mining industry at large and to this end we will be working closely with the local communities, some of whom are our project partners, so as to ensure that there are benefits to them from an employment point of view as well as upliftment in accordance with the terms of our Social and Labour Plan to which we are fully committed.

THANKS

Miranda has turned the corner and is on the brink of becoming a coal producer. This is as a result of a concerted team effort and here I thank all our advisors, in no particular order; the Board for their support, Incubex for their investment and faith in the Company, Shepstone & Wylie who acted as our attorneys, PwC our sponsors who have assisted us tirelessly during the year, Fusion Corporate Secretarial Services, our Company Secretary, has been of immense assistance. I also thank our auditors, PKF (Jhb) Inc, for the efficient manner in which they carried out the audit and for the value added. Furthermore I would like to give a special word of thanks to our consultants, CKA, who have given invaluable advice and have driven the turnaround that Miranda has experienced.

Above all, I thank all the staff of Miranda who has, despite the uncertainty at the beginning of 2012, stuck by the Company, supported management and made every effort to ensure that all demands on them were met thereby assisting in the successful completion of the restructuring process.

I am looking forward to the year ahead which will see the exciting transformation of Miranda from an exploration Company to a junior coal producer with positive cash flows and the long awaited value creation for shareholders.

Mr Mick CookManaging Director

19 March 2013

GETTING COAL TO THE MARKET

Miranda is in the exciting phase of becoming a coal producer and we are therefore developing our logistics capabilities. At this stage it is envisaged that we will establish a central coal processing facility on or near Burnside together with a rail siding and a stockpile dispatch area. These plans should become firmer during the second quarter of 2013.

As the rail siding is concerned, management has engaged an outside consultant to negotiate with Transnet to ultimately control the movement of the rolling stock. These discussions have progressed well and we are confident that, in due course, we will be in a position to take advantage of both the domestic and export markets.

All indications are that the domestic coal prices will increase over the next two years and Miranda will be ideally positioned to take advantage of these potential increases as it moves into production during 2013 and 2014.

RECAPITALISATION

Miranda has been recapitalised following the investment by Incubex who provided the required working capital to enable the Group to continue as a going concern. Funds have also been raised through a general issue of shares for cash which further enhanced the Company’s ability to operate.

We have worked diligently to bring expenditure under control and in this regard we have been successful as can be seen from the Financial Statements. At this juncture I would like to emphasise that the recapitalisation and restructuring of Miranda, have all taken place in the period from January 2012 to date as a result of the investment by Incubex and the appointment of consultants, Cook Kruger and Associates (“CKA”), who have been responsible for resolving the litigation matters, developing the future strategy as well as implementing various systems which have resulted in a much stronger Company than 12 months ago.

OUTLOOK AND STRATEGY

The Company’s focus has changed from being a multi mineral exploration company to becoming an African mining company which develops explored reserves up the value curve to a stage where the reserves are ready for production and mining. The Company’s medium term vision is to grow its portfolio of near production and production assets into a Group with significant coal assets. The outlook for Miranda

MANAGING DIRECTOR’S REVIEW


11

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OPERATIONAL REVIEW

Miranda concentrated during the year in the restructuring of the various divisions and have now consolidated the coal assets into specific project areas, namely, The Sesikhona Project and The Burnside Project.

It was envisaged that mining on Sesikhona would commence towards the end of 2012 however due to environmental and litigation issues the commencement of mining has been pushed out to 2013.

During the year under review Miranda commissioned Caracal Creek International Consulting (Pty) Ltd (CCIC) who is a professional coal focussed geological consulting company, to compile a new geological model and a compliant resource statement for both the Sesikhona and Burnside projects.

SESIKHONA PROJECT

The Sesikhona Project which forms part of the Klip River Coalfield is situated in the Dundee/ Dannhauser district of Kwa Zulu Natal (KZN). It is made up of three properties, namely, Sesikhona, Dwalamadwala and Boy-Up. The Sesikhona and the Dwalamadwala properties are contiguous and the total project area is 2464ha in extent.

The Sesikhona project is fairly small with approximately 2,8 million tonnes of anthracitic coal, on Sesikhona alone, which can be extracted by way of open cast mining methods. It is planned to further explore the Dwalamadwala and Boy-Up properties once mining has commenced on Sesikhona.

Discussions have been held with various parties who are interested in acquiring the Run of Mine production (ROM).

THE BURNSIDE PROJECT

The Burnside project is situated near Glencoe in KZN and consists of four contiguous farms being, Burnside, Boschhoek, Boschkloof and Wasbank which cover a total area of 13 280ha. The project falls in the Klip River Coalfield and is one of the last major projects in this coalfield.

CCIC have modelled the resource tonnages on the farms Burnside and Boschhoek and this has revealed a total in situ tonnage of approximately 98 million tonnes. The farms Boschkloof and Wasbank do not form part of this resource estimate.

On 27 September 2012 the Department of Mineral Resources (DMR) awarded a Mining Right to Street Spirit Trading (Pty) Ltd (Burnside) for a period of 30 years. This is a very exciting and significant development in the history of Miranda and at this early stage, this large project is attracting interest from various potential off -takers.


13

The Burnside project will produce anthracitic, lean and bituminous coal which can be mined in a limited manner by open cast methods but this will be a predominantly underground operation.

Various studies have to be completed in order to get this project into production and to this end Miranda has commissioned a scoping study as well as appointing an environmental consultancy to assist with the required compliance issues.

We would advise shareholders that we are still in negotiations with the attorneys acting on behalf of the Minister of Defence regarding the prospecting right over the farm Boschhoek. Whilst these negotiations have not as yet resolved the matter the Board is continuing with its endeavours.

UITHOEK

Shareholders were previously advised that we were in renegotiations regarding the JV agreement with the Simpsons family. Unfortunately, despite best endeavours we have not been able to reach agreement and negotiations have now ceased.

We are now exploring all avenues in order to recover the monies expended on this project.

SUMMARY OF ADJUSTED RESCOURCE STATEMENT

Holder of Right Project Samrec Category Per CCIC Report July 2012

Sesikhona Klipbrand Colliery (Pty) Ltd SesikhonaMeasured 1.5

Probable reserve 3.5

5

Majestic Silver (Pty) Ltd Majestic

Inferred 3.5

Indicated 2.6

Measured -

6.1 **

Street Spirit Trading 54 (Pty) Ltd Burnside

Inferred 45.6

Indicated

Measured

45.6

Applewood Trading 3 (Pty) Ltd Boschhoek

Inferred 55.14

Indicated

Measured

55.14

Dartingo Trading 3 (Pty) Ltd Yarl

Inferred 16.8

Indicated -

Measured -

16.8 **

TOTAL 128.64

** Was not included as part of the CCIC project

Reserves And Resources Summary Table - Coal Division

ProjectMineral rights

holding Company (note 24)

Attributable to Miranda

Main com-modities Region Area

(ha) PropertiesDMR status (note 1) DMR status (note 1)

Project statusResource (notes 2, 15, 18, 19, 22) Valuation (note 5)

Status of Rights Granted Expiring Classification (mt) Note Description (R mill) Note

COAL DIVISION - KwaZulu Natal COAL DIVISION - KwaZulu Natal

A. Dannhauser Project Area 4,630 ha 31.5 mt R 93.7 m

1 Sesikhona Sesikhona Kliprand Colliery (Pty) Ltd

73% Anthracite Dannhauser, KZN

884

4 Farms

Mining Right 2009/04/01 2029/03/31 Samrec-compliant Resource Statement; Additional exloration & off-take negotia-tions underway; See Operational Review

for detail

Reconnaissance

Probable Reserve

17.4

3.7

21.1

4,18

3,18

9,14

SAMVAL DCF

R 88.2 6,7,9

2 Dwala 1 (Gertskloof)

Dwalalamadwala Mining Resources

(Pty) Ltd


1,257

10 Farms

Prospecting Right 2009/04/24 2012/04/23 Contiguous with Sesikhona; Desk-

top CPR done; S11 transfer consent

received from DMR; PR renewal appl

submitted Jan-2012

Reconnaissance 5.0 4 n/a n/a -

3 Dwala 2 (Boyup)


(Pty) Ltd


323

1 Farm


top CPR done; S11 transfer consent re-

ceived from DMR; PR renewal application

submitted to DMR

Reconnaissance n/a n/a n/a -

4 Majestic Majestic Silver Trading 348 (Pty)

Ltd

65% Anthracite & low ash coal with coking

qualities

Dannhauser, KZN

815

5 Farms

Prospecting Right 2008/11/20 2011/11/19 Close to Sesikhona; First phase field

exploration com-pleted; CPR issued in 2010; PR renewal ap-plication submitted

(for further 3 yrs)

Inferred 5.4 3,18 SAMVAL Resource

R 5.5 6,8

5 Cardwell Ocean Crest Trad-ing 24 (Pty) Ltd

62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

1,214

1 Farm

Prospecting Right granted

n/a n/a PR granted by DMR; Awaiting directive

letter for execution; Subject to S11 &

other o/s conditions

Reconnaissance n/a 12 n/a n/a -

6 Blaikieston Citygraph (Pty) Ltd 62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

48

1 Farm

n/a n/a n/a PR application submitted; Awaiting DMR reply; Subject to S11 & other out-standing conditions


7 Beaconkop Citygraph (Pty) Ltd 62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

89

1 Farm



OPERATIONAL REVIEW


15

Reserves And Resources Summary Table - Coal Division









A. Dannhauser Project Area 4,630 ha 31.5 mt R 93.7 m

1 Sesikhona Sesikhona Kliprand Colliery (Pty) Ltd


884

4 Farms

Mining Right 2009/04/01 2029/03/31 Samrec-compliant Resource Statement; Additional exloration & off-take negotia-tions underway; See Operational Review

for detail

Reconnaissance

Probable Reserve

17.4

3.7

21.1

4,18

3,18

9,14

SAMVAL DCF

R 88.2 6,7,9

2 Dwala 1 (Gertskloof)


(Pty) Ltd


1,257

10 Farms


top CPR done; S11 transfer consent

received from DMR; PR renewal appl

submitted Jan-2012

Reconnaissance 5.0 4 n/a n/a -

3 Dwala 2 (Boyup)


(Pty) Ltd


323

1 Farm


top CPR done; S11 transfer consent re-

ceived from DMR; PR renewal application

submitted to DMR


4 Majestic Majestic Silver Trading 348 (Pty)

Ltd


qualities

Dannhauser, KZN

815

5 Farms

Prospecting Right 2008/11/20 2011/11/19 Close to Sesikhona; First phase field

exploration com-pleted; CPR issued in 2010; PR renewal ap-plication submitted

(for further 3 yrs)

Inferred 5.4 3,18 SAMVAL Resource

R 5.5 6,8

5 Cardwell Ocean Crest Trad-ing 24 (Pty) Ltd


firmed

Dannhauser, KZN

1,214

1 Farm

Prospecting Right granted

n/a n/a PR granted by DMR; Awaiting directive

letter for execution; Subject to S11 &

other o/s conditions


6 Blaikieston Citygraph (Pty) Ltd 62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

48

1 Farm



7 Beaconkop Citygraph (Pty) Ltd 62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

89

1 Farm











B. Glencoe Project Area 16,517 ha 96.0 mt R 159.8 m

6 Burnside Street Spirit Trading 54 (Pty) Ltd

77% Coking and thermal coal

Glencoe, KZN

4,540 4 Farms Mining Right 9/27/2012 9/26/2042 Mining right applica-tion executed;

Inferred

Indicated

16.6

18.9

35.5

3,18

3,18

15

SAMVAL Resource

R 94.6 6,8,10,13

7 Boschhoek Applewood Trad-ing 3 (Pty) Ltd


Glencoe, KZN

6,608 2 Farms Prospecting Right 2008/01/24 2013/01/23 Second phase field exploration; CPR with Samrec resource; To be

developed as under-ground extension to

Burnside

Indicated 52.3 3,15,18 SAMVAL Resource

R 65.2 6,8,11,13

8 Wasbank Nungu Trading 695 (Pty) Ltd


Endumeni, KZN

2,135 3 Farms Prospecting Right 2008/01/30 2012/01/29 Desktop CPR com-pleted; Potential

extension of ‘Glen-coe Collieries’. PR

renewal application submitted to DMR

Reconnaissance 1.5 4 n/a n/a 13

9 Cherham-park

Almenta 122 (Pty) Ltd


firmed

Dundee, KZN

823 1 Farm Prospecting Right 2010/12/17 2013/12/16 South of Wasbank; Medium exploration

potential


10 Menteith Tuscoal 49 (Pty) Ltd 70% Coal - specs to be con-

firmed

Dundee, KZN

2,410 2 Farms Prospecting Right granted

n/a n/a PR application initial-ly not accepted; On

appeal, DMR now approved PR appl on 2 out of 4 farms; Awaiting directive

letter for execution;


C. Klipriver South Project Area 3,070 ha - mt R 0.0 m

11 Alston Juxtox Trading (Pty) Ltd

70% Lean & bitu-minous coal with coking properties

Msinga, KZN 3,070 2 Farms Prospecting Right 2009/10/16 2012/10/15 Desktop CPR (no resource defined); Second phase field exploration; Area

historically a source of good coking coal; PR renewal applica-

tion submitted to DMR


OPERATIONAL REVIEW


17









B. Glencoe Project Area 16,517 ha 96.0 mt R 159.8 m

6 Burnside Street Spirit Trading 54 (Pty) Ltd


Glencoe, KZN

4,540 4 Farms Mining Right 9/27/2012 9/26/2042 Mining right applica-tion executed;

Inferred

Indicated

16.6

18.9

35.5

3,18

3,18

15

SAMVAL Resource

R 94.6 6,8,10,13

7 Boschhoek Applewood Trad-ing 3 (Pty) Ltd


Glencoe, KZN

6,608 2 Farms Prospecting Right 2008/01/24 2013/01/23 Second phase field exploration; CPR with Samrec resource; To be

developed as under-ground extension to

Burnside

Indicated 52.3 3,15,18 SAMVAL Resource

R 65.2 6,8,11,13

8 Wasbank Nungu Trading 695 (Pty) Ltd


Endumeni, KZN

2,135 3 Farms Prospecting Right 2008/01/30 2012/01/29 Desktop CPR com-pleted; Potential

extension of ‘Glen-coe Collieries’. PR

renewal application submitted to DMR


9 Cherham-park

Almenta 122 (Pty) Ltd


firmed

Dundee, KZN

823 1 Farm Prospecting Right 2010/12/17 2013/12/16 South of Wasbank; Medium exploration

potential


10 Menteith Tuscoal 49 (Pty) Ltd 70% Coal - specs to be con-

firmed

Dundee, KZN


n/a n/a PR application initial-ly not accepted; On

appeal, DMR now approved PR appl on 2 out of 4 farms; Awaiting directive

letter for execution;


C. Klipriver South Project Area 3,070 ha - mt R 0.0 m

11 Alston Juxtox Trading (Pty) Ltd


Msinga, KZN 3,070 2 Farms Prospecting Right 2009/10/16 2012/10/15 Desktop CPR (no resource defined); Second phase field exploration; Area

historically a source of good coking coal; PR renewal applica-

tion submitted to DMR










D. Klipriver East Project Area 4,487 ha - mt R 0.0 m

15 Frischge-waagd

Planet Waves 522 (Pty) Ltd


Utrecht, KZN 3,255 1 Farm Prospecting Right 2010/12/15 2012/12/14 Awaiting confirma-tion of execution date for PR; First

phase exploration planned


16 Jessie Citygraph (Pty) Ltd 62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

1,233 3 Farms n/a n/a n/a PR application submitted; Awaiting

DMR reply


E. Newcastle Project Area 3,612 ha 115.5 mt R 8.4 m

17 Yarl Dartingo Trading 217 (Pty) Ltd

100% Mainly bitu-minous coal with coking properties

Dannhauser, KZN

1,216 1 Farm Prospecting Right 12/12/2007 12/11/2011 Second phase field exploration stage; Resources mostly underground; PR

renewal application submitted (further

3 yrs)

Reconnaissance

Inferred

54.3

16.9

71.2

4,18

3,18

SAMVAL Resource

R 8.4 6,8

18 Learydale Point Blank Trading 104 (Pty) Ltd


Dannhauser, KZN

253 1 Farm Prospecting Right 2007/12/12 12/11/2011 Desktop CPR; Second phase field exploration stage; Resources mostly underground; PR


2 yrs)


19 Brackhoek Rendiphor (Pty) Ltd


firmed

Newcastle, KZN

1,218 1 Farm Prospecting Right granted

12/8/2011 12/7/2014 First phase explora-tion being planned


20 Hornriver Rendiphor (Pty) Ltd


firmed

Newcastle, KZN

925 1 Farm Prospecting Right granted



OPERATIONAL REVIEW


19









D. Klipriver East Project Area 4,487 ha - mt R 0.0 m

15 Frischge-waagd

Planet Waves 522 (Pty) Ltd


Utrecht, KZN 3,255 1 Farm Prospecting Right 2010/12/15 2012/12/14 Awaiting confirma-tion of execution date for PR; First

phase exploration planned


16 Jessie Citygraph (Pty) Ltd 62.5% Coal - specs to be con-

firmed

Dannhauser, KZN

1,233 3 Farms n/a n/a n/a PR application submitted; Awaiting

DMR reply


E. Newcastle Project Area 3,612 ha 115.5 mt R 8.4 m

17 Yarl Dartingo Trading 217 (Pty) Ltd


Dannhauser, KZN

1,216 1 Farm Prospecting Right 12/12/2007 12/11/2011 Second phase field exploration stage; Resources mostly underground; PR


3 yrs)

Reconnaissance

Inferred

54.3

16.9

71.2

4,18

3,18

SAMVAL Resource

R 8.4 6,8

18 Learydale Point Blank Trading 104 (Pty) Ltd


Dannhauser, KZN

253 1 Farm Prospecting Right 2007/12/12 12/11/2011 Desktop CPR; Second phase field exploration stage; Resources mostly underground; PR


2 yrs)


19 Brackhoek Rendiphor (Pty) Ltd


firmed

Newcastle, KZN




20 Hornriver Rendiphor (Pty) Ltd


firmed

Newcastle, KZN

925 1 Farm Prospecting Right granted











F. Utrecht West Project Area 7,051 ha - mt R 0.0 m

21 Witklip Planet Waves 522 (Pty) Ltd


Utrecht, KZN 2,761 1 Farm Prospecting Right 2010/12/15 2013/12/14 First phase explora-tion being planned


22 Rensburg Ocean Crest Trad-ing 24 (Pty) Ltd

62.5% Lean & bitu-minous coal with coking properties

Utrecht, KZN 1,647 1 Farm Prospecting Right 2010/12/17 2013/12/16 First phase explora-tion planned; Sub-ject to S11 & other

o/s conditions


23 Dageraad Ocean Crest Trad-ing 24 (Pty) Ltd


Utrecht, KZN 2,643 1 Farm Prospecting Right granted

12/8/2011 12/7/2013 First phase explora-tion planned; Sub-ject to S11 & other

o/s conditions


G. Utrecht East Project Area 5,826 ha - mt R 0.0 m

24 Twijfelfontein Planet Waves 522 (Pty) Ltd


Ultrecht, KZN 1,382 1 Farm Prospecting Right 2010/12/15 2012/12/14 First phase explora-tion being planned


25 Mooihoek Almenta 122 (Pty) Ltd


firmed

Paulpieters-burg, KZN

4,444 2 Farms Prospecting Right n/a n/a Awaiting confirma-tion of execution date for PR; First

phase exploration planned; Subject to S11 & other o/s

conditions


H. Vryheid West Project Area 1,306 ha - mt R 0.0 m

26 Uitzicht Planet Waves 522 (Pty) Ltd



1,306 1 Farm Prospecting Right 2010/12/15 2013/12/14 First phase explora-tion being planned


I. Vryheid East Project Area 1,443 ha - mt R 0.0 m

27 Waterval Citygraph (Pty) Ltd 62.5% Lean & bitu-minous coal with coking properties

Abaqulusi, KZN


12/8/2011 12/7/2014 First phase explora-tion planned; Sub-

ject to S11 transfer & other o/s conditions


OPERATIONAL REVIEW


21









F. Utrecht West Project Area 7,051 ha - mt R 0.0 m

21 Witklip Planet Waves 522 (Pty) Ltd


Utrecht, KZN 2,761 1 Farm Prospecting Right 2010/12/15 2013/12/14 First phase explora-tion being planned


22 Rensburg Ocean Crest Trad-ing 24 (Pty) Ltd


Utrecht, KZN 1,647 1 Farm Prospecting Right 2010/12/17 2013/12/16 First phase explora-tion planned; Sub-ject to S11 & other

o/s conditions


23 Dageraad Ocean Crest Trad-ing 24 (Pty) Ltd


Utrecht, KZN 2,643 1 Farm Prospecting Right granted

12/8/2011 12/7/2013 First phase explora-tion planned; Sub-ject to S11 & other

o/s conditions


G. Utrecht East Project Area 5,826 ha - mt R 0.0 m

24 Twijfelfontein Planet Waves 522 (Pty) Ltd


Ultrecht, KZN 1,382 1 Farm Prospecting Right 2010/12/15 2012/12/14 First phase explora-tion being planned


25 Mooihoek Almenta 122 (Pty) Ltd


firmed


4,444 2 Farms Prospecting Right n/a n/a Awaiting confirma-tion of execution date for PR; First

phase exploration planned; Subject to S11 & other o/s

conditions


H. Vryheid West Project Area 1,306 ha - mt R 0.0 m

26 Uitzicht Planet Waves 522 (Pty) Ltd



1,306 1 Farm Prospecting Right 2010/12/15 2013/12/14 First phase explora-tion being planned


I. Vryheid East Project Area 1,443 ha - mt R 0.0 m

27 Waterval Citygraph (Pty) Ltd 62.5% Lean & bitu-minous coal with coking properties

Abaqulusi, KZN


12/8/2011 12/7/2014 First phase explora-tion planned; Sub-

ject to S11 transfer & other o/s conditions









COAL DIVISION - KwaZulu Natal 47,941 haSAMREC

Reconnaissance

120.5 mt

122.5 mtR 261.9 m

COAL DIVISION - Other COAL DIVISION - Other

28 Holfontein Framica (Pty) Ltd 70% Thermal coal Mbombela, Mpuma-

langa


n/a n/a Awaiting confirma-tion of execution

date for PR;


29 Nooit-gedacht


100% Coal Nigel, Gaut-eng

2,228 1 Farm n/a n/a n/a “Old order right” conversion under

appeal; Intermedi-ate exploration

stage; Drill logs avail-able


COAL DIVISION - Other: Total 4,699 ha - mt R 0.0 m

COAL DIVISION - Total 52,640 haSAMREC

Reconnaissance

120.5 mt

122.5 mtR 261.9 m

PROJECTS EXITED AND/OR ABANDONED (note 28) PROJECTS EXITED AND/OR ABANDONED (note 28)

1 Hillside Socratime (Pty) Ltd 70% Anthracite Dannhauser, KZN

1,006 3 Farms Prospecting Right 2010/10/27 2012/10/27 Shareholders agree-ment cancelled


2 Uitkomst Turnover Trading 225 (Pty) Ltd


Vryheid, KZN 108 1 Farm Prospecting Right 2010/10/27 2015/10/27 Shareholders agree-ment cancelled


3 Solmar Matlotlo Trading 174 (Pty) Ltd


qualities

Dannhauser, KZN

505 2 Farms Prospecting Right 2011/02/23 2013/02/22 Sold to shareholder, due to the fact that Miranda is not able to do any explora-tion as planned at this stage. Waiting for S11 to be com-

pleted.


4 Spetskop Sangriblox (Pty) Ltd


Endumeni, KZN

2,580 3 Farms Prospecting Right 2010/12/15 2013/12/14 Sold to shareholder, due to the fact that Miranda is not able to do any explora-tion as planned at this stage. Waiting for S11 to be com-

pleted.


5 Uithoek Simpson Explora-tion JV

See note 23 Coking and thermal coal

Glencoe, KZN

2,437 1 Farm Mining Right 2011/04/11 2026/04/10 Negotiations failed. JV cancelled with CL Simpson and

Joint Venture

Measured 6.7 SAMVAL Resource

R 33.5

OPERATIONAL REVIEW


23








COAL DIVISION - KwaZulu Natal 47,941 haSAMREC

Reconnaissance

120.5 mt

122.5 mtR 261.9 m

COAL DIVISION - Other COAL DIVISION - Other

28 Holfontein Framica (Pty) Ltd 70% Thermal coal Mbombela, Mpuma-

langa


n/a n/a Awaiting confirma-tion of execution

date for PR;


29 Nooit-gedacht


100% Coal Nigel, Gaut-eng

2,228 1 Farm n/a n/a n/a “Old order right” conversion under

appeal; Intermedi-ate exploration

stage; Drill logs avail-able


COAL DIVISION - Other: Total 4,699 ha - mt R 0.0 m

COAL DIVISION - Total 52,640 haSAMREC

Reconnaissance

120.5 mt

122.5 mtR 261.9 m

PROJECTS EXITED AND/OR ABANDONED (note 28) PROJECTS EXITED AND/OR ABANDONED (note 28)

1 Hillside Socratime (Pty) Ltd 70% Anthracite Dannhauser, KZN

1,006 3 Farms Prospecting Right 2010/10/27 2012/10/27 Shareholders agree-ment cancelled


2 Uitkomst Turnover Trading 225 (Pty) Ltd


Vryheid, KZN 108 1 Farm Prospecting Right 2010/10/27 2015/10/27 Shareholders agree-ment cancelled


3 Solmar Matlotlo Trading 174 (Pty) Ltd


qualities

Dannhauser, KZN

505 2 Farms Prospecting Right 2011/02/23 2013/02/22 Sold to shareholder, due to the fact that Miranda is not able to do any explora-tion as planned at this stage. Waiting for S11 to be com-

pleted.


4 Spetskop Sangriblox (Pty) Ltd


Endumeni, KZN

2,580 3 Farms Prospecting Right 2010/12/15 2013/12/14 Sold to shareholder, due to the fact that Miranda is not able to do any explora-tion as planned at this stage. Waiting for S11 to be com-

pleted.


5 Uithoek Simpson Explora-tion JV

See note 23 Coking and thermal coal

Glencoe, KZN

2,437 1 Farm Mining Right 2011/04/11 2026/04/10 Negotiations failed. JV cancelled with CL Simpson and

Joint Venture

Measured 6.7 SAMVAL Resource

R 33.5

Reserves And Resources Summary Table - Non-Coal Divisions

Project Mineral rights holding Company


Main Commodities Region Area

(ha) PropertiesDMR status (note 1)


Status of Rights Granted Expiring Classification (mt) Note Descrip-tion (R mill) Note

DIAMOND DIVISION

1 TurffonteinMiranda Minerals

(Pty) Ltd100%

Alluvial diamonds

North West 7 169 2 Farms Prospecting Right 6/21/2006 6/20/2008

Desktop CPR completed; Ad-vanced explora-

tion in progress. PR Renewal application

in progress

Reconnaissance n/a 20.1 n/a n/a -

2 LauravilleLauraville Mynbou

(Pty) Ltd87%

Alluvial dia-monds

Northern Cape

647 1 Farm Prospecting Right 5/30/2007 5/29/2009

Desktop CPR com-pleted; Intermedi-

ate exploration; PR Renewal application

in progress


3Bergman-

shoopLittle Swift (Pty) Ltd 100%

Alluvial dia-monds

Northern Cape

4 786 1 FarmsProspecting Right

grantedn/a n/a

Limited exploration; Awaiting confirma-tion of execution date with DMR

Reconnaissance n/a 12,

20.2n/a n/a -

4Makgany-

eneWinter Breeze (Pty)

Ltd100%

Alluvial/ kimberlite diamonds

Kuruman, Northern

Cape 428 1 Farms Prospecting Right n/a n/a



20.2n/a n/a -

5 WolvepanMiranda Minerals

(Pty) Ltd100%

Kimberlite fissures

Free State 12 107 29 Farms n/a n/a n/a

9 “Old order” pros-pecting right conver-sions under appeal; Limited exploration


6 VentersdorpMiranda Minerals

(Pty) Ltd100%

Alluvial dia-monds

Gauteng 1 304 4 Farms n/a n/a n/a



DIAMOND DIVISION - TOTAL 26 441 ha - mt R 0.0 m

OPERATIONAL REVIEW


25

Reserves And Resources Summary Table - Non-Coal Divisions







DIAMOND DIVISION

1 TurffonteinMiranda Minerals

(Pty) Ltd100%

Alluvial diamonds

North West 7 169 2 Farms Prospecting Right 6/21/2006 6/20/2008

Desktop CPR completed; Ad-vanced explora-

tion in progress. PR Renewal application

in progress


2 LauravilleLauraville Mynbou

(Pty) Ltd87%

Alluvial dia-monds

Northern Cape

647 1 Farm Prospecting Right 5/30/2007 5/29/2009

Desktop CPR com-pleted; Intermedi-

ate exploration; PR Renewal application

in progress


3Bergman-

shoopLittle Swift (Pty) Ltd 100%

Alluvial dia-monds

Northern Cape

4 786 1 FarmsProspecting Right

grantedn/a n/a



20.2n/a n/a -

4Makgany-

eneWinter Breeze (Pty)

Ltd100%

Alluvial/ kimberlite diamonds

Kuruman, Northern

Cape 428 1 Farms Prospecting Right n/a n/a



20.2n/a n/a -

5 WolvepanMiranda Minerals

(Pty) Ltd100%

Kimberlite fissures

Free State 12 107 29 Farms n/a n/a n/a



6 VentersdorpMiranda Minerals

(Pty) Ltd100%

Alluvial dia-monds

Gauteng 1 304 4 Farms n/a n/a n/a



DIAMOND DIVISION - TOTAL 26 441 ha - mt R 0.0 m







GOLD AND PLATINUM DIVISION

1Syferbult-

BoonsEmerald Sky (Pty)

Ltd100% Gold North West 4 831 3 Farms Prospecting Right 10/15/2010 10/14/2013

Desktop CPR com-pleted - no resource; Ore body sampling, further geological investigations to

commence


2 ZwemkloofCity Square Trad-ing 977 (Pty) Ltd

70% PlatinumLimpopo

prov 146 1 Farm Prospecting Right 11/18/2009 11/17/2012

Desktop CPR com-pleted - no resource;

Geological inves-tigations to com-

mence


3 SchagenMiranda Minerals

(Pty) Ltd100% Gold

Witbank, Mpuma-

langa 3 550 2 Farms n/a n/a n/a

“Old order” pros-pecting right conver-sion under appeal;

Limited historical exploration; Desktop

study


4 LeliefonteinMiranda Minerals

(Pty) Ltd100% Gold

Mpuma-langa

5 910 2 Farms n/a n/a n/a

“Old order” pros-pecting right conver-sion under appeal; Limited exploration


5 AndoverMiranda Minerals

(Pty) Ltd100% Gold

Limpopo prov




GOLD AND PLATINUM DIVISION - TOTAL 25 029 ha - mt R 0.0 m

OPERATIONAL REVIEW


27







GOLD AND PLATINUM DIVISION

1Syferbult-

BoonsEmerald Sky (Pty)

Ltd100% Gold North West 4 831 3 Farms Prospecting Right 10/15/2010 10/14/2013

Desktop CPR com-pleted - no resource; Ore body sampling, further geological investigations to

commence


2 ZwemkloofCity Square Trad-ing 977 (Pty) Ltd

70% PlatinumLimpopo

prov 146 1 Farm Prospecting Right 11/18/2009 11/17/2012

Desktop CPR com-pleted - no resource;

Geological inves-tigations to com-

mence


3 SchagenMiranda Minerals

(Pty) Ltd100% Gold

Witbank, Mpuma-

langa 3 550 2 Farms n/a n/a n/a

“Old order” pros-pecting right conver-

sion under appeal; Limited historical

exploration; Desktop study


4 LeliefonteinMiranda Minerals

(Pty) Ltd100% Gold

Mpuma-langa



sion under appeal; Limited exploration


5 AndoverMiranda Minerals

(Pty) Ltd100% Gold

Limpopo prov





GOLD AND PLATINUM DIVISION - TOTAL 25 029 ha - mt R 0.0 m







BASE AND INDUSTRIAL MINERALS DIVISION

1 UitvalNaledi Mining So-

lutions (Pty) Ltd70% Clay

North West prov

2 213 1 Farm Prospecting Right 6/17/2008 6/16/2009Renewal application was submitted to the

DMR Reconnaissance n/a 20.5 n/a n/a -

2 LibanonMiranda Minerals

(Pty) Ltd100% Clay Gauteng 10 420 3 Farms n/a n/a n/a



25.1, 20.1

n/a n/a -

3 RoodepoortMiranda Minerals

(Pty) Ltd100% Clay

Mpuma-langa

1 034 1 Farm n/a n/a n/a



25.1, 20.1

n/a n/a -

4Elandsfon-

teinMiranda Minerals

(Pty) Ltd100% Stone Gauteng 945 3 Farms n/a n/a n/a



25.1, 20.1

n/a n/a -

5 DeelkraalMiranda Minerals

(Pty) Ltd100% Stone

North West prov




25.1, 20.1

n/a n/a -

6 NaauwpoortMiranda Minerals

(Pty) Ltd100% Iron ore

North West prov

246 1 Farm n/a n/a n/a



25.1, 20.1

n/a n/a -

7 WeltevredenMiranda Minerals

(Pty) Ltd100% Andalusite

Mpuma-langa




25.1, 20.1

n/a n/a -

8 MooifonteinMiranda Minerals

(Pty) Ltd100% Magnesite

Mpuma-langa


“Old order” pros-pecting right

conversion under appeal; Intermedi-ate exploration; drill

logs available


25.1n/a n/a -

9Rozynen-

boschMiranda Minerals

(Pty) Ltd100%

Zinc, lead, silver, copper

Northern Cape


Appeal process - submitted documen-tation requested by DMR. Application is

still pending.

Indicated 14.0 3, 18, 20.1

Acquisition value

R 284.5 27

BASE AND INDUSTRIAL MINERALS DIVISION - TOTAL 41 469 ha SAMREC - mt R 0.0 m

OPERATIONAL REVIEW


29







BASE AND INDUSTRIAL MINERALS DIVISION

1 UitvalNaledi Mining So-

lutions (Pty) Ltd70% Clay

North West prov

2 213 1 Farm Prospecting Right 6/17/2008 6/16/2009Renewal application was submitted to the

DMR Reconnaissance n/a 20.5 n/a n/a -

2 LibanonMiranda Minerals

(Pty) Ltd100% Clay Gauteng 10 420 3 Farms n/a n/a n/a




25.1, 20.1

n/a n/a -

3 RoodepoortMiranda Minerals

(Pty) Ltd100% Clay

Mpuma-langa





25.1, 20.1

n/a n/a -

4Elandsfon-

teinMiranda Minerals

(Pty) Ltd100% Stone Gauteng 945 3 Farms n/a n/a n/a




25.1, 20.1

n/a n/a -

5 DeelkraalMiranda Minerals

(Pty) Ltd100% Stone

North West prov





25.1, 20.1

n/a n/a -

6 NaauwpoortMiranda Minerals

(Pty) Ltd100% Iron ore

North West prov

246 1 Farm n/a n/a n/a




25.1, 20.1

n/a n/a -

7 WeltevredenMiranda Minerals

(Pty) Ltd100% Andalusite

Mpuma-langa





25.1, 20.1

n/a n/a -

8 MooifonteinMiranda Minerals

(Pty) Ltd100% Magnesite

Mpuma-langa


“Old order” pros-pecting right

conversion under appeal; Intermedi-ate exploration; drill

logs available


25.1n/a n/a -

9Rozynen-

boschMiranda Minerals

(Pty) Ltd100%

Zinc, lead, silver, copper

Northern Cape


Appeal process - submitted documen-tation requested by DMR. Application is

still pending.

Indicated 14.0 3, 18, 20.1

Acquisition value

R 284.5 27

BASE AND INDUSTRIAL MINERALS DIVISION - TOTAL 41 469 ha SAMREC - mt R 0.0 m

Reserves And Resources Summary Table

Notes to the Reserves and Resources Summary table:

1. Unless otherwise noted, all references to permits or applications relate to “new order” prospecting or mining rights in Miranda Minerals (Pty) Ltd Miranda Coal (Pty) Ltd holds legal mining title over its properties. Where the existence of a right has not been specifically indicated, the permit conversion and/or application processes have not yet been concluded. Further information on the specific properties concerned is available at the Company’s offices.

2. SAMREC-compliant Competent Persons Reports (CPRs) have been completed as indicated and confirm all SAMREC-classified coal resources as stated (i.e. excluding reconnaissance resources).

3. Summarised from the Resources and Reserves Statement per SAMREC report on individual projects (available from the Company’s offices and website).

4. Management’s internal assessment of possible reconnaissance resources are per Mintek report of May 2007, entitled “Assessment of KwaZulu Natal Province’s Coal Mining and Coal Resources”, or per independent third party professional assessments and are not compliant with SAMREC.

5. All valuations are shown at the value attributable to Miranda, i.e. after accounting for the interests of minorities. Except where specifically indicated, the valuations do not represent values in the Statement of Financial Position of the Group.

6. Taken from Short-form Technical Resource and Valuation Statements prepared by Venmyn, based on the guidelines set out in Table 1 of the SAMREC Code and Table 2 of the SAMVAL Code. Full SAMREC Code compliant CPRs have not been compiled by Venmyn. SAMREC and SAMVAL Table 1 and Table 2 checklists have been completed respectively for each project. The valuations have not been updated and do not reflect the impact of higher international coal prices.

7. The Cash Flow approach relies on the “value in use” principle and requires determination of the present value of future cash flows over the useful life of the asset. The asset is valued using the free cash flow capitalization, i.e. the discounted cash flow (DCF) methodology.

OPERATIONAL REVIEW


31

8. Resource valuation based on the Market Approach relies on the principle of “willing buyer, willing seller” and requires that the amount obtainable from the sale of the asset is determined as if in an arm’s length transaction. The Market Valuation Approach requires comparison with relatively recent transactions of assets that have similar characteristics to those of the asset being valued. It is generally based upon a monetary value per unit of resource (where available) or per unit of defined mineralisation.

9. Management’s current value assessment of the Sesikhona project is R202 million (attributable value), based on an internal pre-feasibility study of the first phase opencast mine and initial underground extension. Other than the approval of the amended IWULA, the conclusion of an off-take agreement for Sesikhona’s anthracite, there are no other material conditions that may impact on the Company’s ability to continue with mining and exploration activities.

10. Based on the results of an internal pre-feasibility study, management’s current value assessment of the Boschhoek prospecting area is R323 million (attributable value). This was calculated on a stand alone basis, i.e. without accounting for the synergistic advantages of developing the Burnside and Boschhoek lease areas as one operating entity - as is the intention of management.

11. New Prospecting Right granted by and executed with the DMR since the publication of the 2011 Annual Report.

12. These projects will only comply with the legal and SAMREC Code definition of a mineral asset once the prospecting right has been granted and executed with the DMR or other relevant regulatory authority.

13. Other than where indicated in this table and/or this Annual Report, during the year under review no significant additional exploration activities, results or feasibility studies were undertaken on these projects. Other than where indicated in this table and/or this Annual Report, no comprehensive geological or mining models have been developed to date and no substantive geological mineralisation, tonnage and grade data has been verified or other technical and economic parameters considered on any other projects.

14. All the analytical data for the Top seam was gridded in 25 metre by 25 metre blocks to determine averages per mining block and assist in mine planning. The boreholes drilled at the end of 2009 and beginning of 2010 were added to the existing historical data. All the coal intersections were sent for laboratory washability testing. Resource blocks and all available raw coal qualities for all boreholes were modelled. Yields are unevenly distributed over the resource areas. High inherent moisture content in places can be attributed to weathering while the high volatile content is around the fringes of the resource block.

15. Grid sizes were determined by borehole spacing and a minimum grid size of 25 metres. Grids in areas that were to be excluded out of the resource area were blanked out. Volumes were then calculated for each of the resource blocks by subtracting the elevation floor grid from the elevation of the roof grid surface. The volume was then multiplied by the average Raw RD. Varying modifying factors, as listed above, were then applied to arrive at an in situ tonnage for each resource block. Qualities were simulated and raw qualities for each resource block were simulated and then tabulated for the report.

16. All exploration results were incorporated in the Mineral Resource and Reserve Statement.

17. Unless otherwise indicated, there was no change in the projects’ Mineral Resource and Reserve estimates when compared with the previous financial year.

18. In calculating and classifying the Mineral Resources and Reserves, without exception account has been taken of all relevant factors, ie relative confidence in tonnage/grade computations, density, quality, value and distribution of primary data and information, and confidence in continuity of the geological and mineralisation models. The result appropriately reflects the Competent Person’s view of the deposits in all cases.

19. Other than the normal conditions associated with exploration projects of this nature and as indicated in this Annual Report, such as successful mining right application and positive feasibility study outcome, there are no material conditions that may impact on the Company’s ability to continue with mining and exploration activities.

20. Except for the Nooitgedacht PR and unless otherwise indicated, stakes in all coal mineral rights holding companies are held through Miranda Coal (Pty) Ltd, a wholly-owned subsidiary of Miranda Mineral Holdings Ltd.

20.1 Investment is held through Miranda Minerals (Pty) Ltd, a wholly-owned subsidiary of Miranda Mineral Holdings Ltd.

20.2 Investment is held through Molebogeng Mining Investment Holdings (Pty) Ltd, a wholly-owned subsidiary of Miranda Mineral Holdings Ltd.

20.3 Investment is held through Miranda Diamond Holdings (Pty) Ltd, a wholly-owned subsidiary of Miranda Mineral Holdings Ltd.

20.4 Investment is held through Miranda Gold (Pty) Ltd, a wholly-owned subsidiary of Miranda Mineral Holdings Ltd.

20.5 Investment is held through Miranda Mineral Holdings Ltd.

21. Carried on the Statement of Financial Position of the Company at the directors’ assessment of the net present value of the Group’s anticipated income attributable to its revenue participation, less impairment. The valuation represents the acquisition value of the asset on the date of Miranda’s reverse-listing (the directors have to date not deemed it necessary to impair the value of the asset).

22. Other than as indicated in this Reserves and Resources Summary Table (see inter alia note 12), a number of potential coal prospects, which were at various stages of acquisition negotiations and/ or the DMR application process, and which were combined in certain of the coal project areas under the heading of “Other” in the 2011 Annual Report (i.e. not specifically detailed), were also discarded or abandoned as part of the prioritising and strategic re-focus of the Group’s activities.

23. Details of Lead Competent Person authorising publication of information: Mr PC Meyer (Pr Sci Nat 400025/03), PO Box 41157, Reyno Ridge, 1049, a SAMREC-registered Competent Person (SACNASP, Council for Geoscience, Suite B313, 280 Pretoria Road, Silverton, 0127) and the proprietor of PC Meyer Consulting CC, an independent geological consultancy. Meyer has more than 20 years’ experience in the South African coal industry and is an active member of the GSSA and Fossil Fuel Foundation. He advises a number of coal companies in South Africa and abroad, acts as an independent contractor to Miranda and was paid a normal consulting fee for the project. Miranda has obtained written confirmation that the information disclosed is compliant with the SAMREC Code and, where applicable, the relevant Section 12 and Table 1 requirements, and that it may be published in the form and context in which it was intended.

OPERATIONAL REVIEW


33SUSTAINABILITY AND RISK REPORT

Miranda Mineral Holdings Ltd is a South African based mineral exploration investment and holding Company, and its subsidiaries are involved in the business of mineral exploration and production.

Miranda’s Board of Directors is committed to ensure that the Group effectively and efficiently manage principal risks. The Audit and Risk Committee is tasked with ensuring that the Group maintains effective, efficient and transparent systems of operational, financial and risk management.

Miranda’s operations and business are affected by a number of risks and uncertainties similar to those typical in the industry it operates. A critical component of the Group’s risk management is to ensure that the Group’s strategy is aligned with the expectations of management, the Board and its shareholders and stakeholders. Management is tasked to assist the Audit and Risk Committee to closely monitor the development, implementation and maintenance of the Group’s strategy to facilitate the extraction of maximum shareholder value from its assets. The Board also evaluates and considers strategic partnerships on a continuous basis that could enhance shareholder value.

The Group’s operating risk will increase as its business develops and assets are brought to account. An increase in exploration and production expenses as well as capital expenditure will increase risks associated with advancing exploration, development and commercial production of its assets.

There are operational risks associated with:

• the estimation and value determination of reserves and resources;

• safety, health, environment and security risk;

• coal exploration and production;

• the ability to procure off takers for coal produced;

• cost and project management;

Board and management are responsible to manage financial and business risk. Management prepares financial forecasts to determine the Group’s ability to be a sustainable business operation. These forecasts includes judgments and assumptions which include but are not limited to the prices of commodities, capital expenditure, production costs, environmental rehabilitation liabilities and other project related costs. A negative impact on any or all of these factors could cause a project to become uneconomic and could negatively impact on the value of the Group.

As it may not always be possible to accurately estimate the inputs required in determining operational sustainability, there is always a risk that forecasts can be negatively impacted by factors beyond the control of the Board.

The Board, assisted by the Audit and Risk Committee, continuously assesses risk to ensure that proper systems of internal control are developed, implemented and maintained to identify and manage risk within the organisation.

Introduction

Miranda is a South African based mineral exploration investment and holding Group and Company, and its subsidiaries are involved in the business of mineral exploration and mining (“the Group”).

The Board of directors and executive management are committed to the highest standards of corporate governance and strive to the highest moral and ethical business standards, as well as sound and transparent business practices.

The Board embraces the principles of good corporate governance as advocated by the King III Report in order to ensure that an ethical foundation exists. The principles of responsibility, accountability, fairness and transparency are implemented throughout the Group and Company. Through this process, shareholders and stakeholders may derive assurance that the Group and Company are being ethically managed according to prudently determined risk parameters and in compliance with generally accepted corporate practices.

Statement of Compliance

Miranda is subject to the ongoing disclosure, corporate governance and other requirements imposed by the Companies Act, 2008 (“the Companies Act”),the Listing Requirements of the JSE Ltd (“Listings Requirements”) and the King III Code of Governance Principles for South Africa (“King III”).

During the period under review, Miranda continued to enhance its governance, assurance and risk management practices in relation to the requirements of King III and the Companies Act. As a consequence certain roles, structures and committee mandates were enhanced to strengthen governance in the Group and Company.

As demonstrated by this integrated report, Miranda has embraced the “apply or explain” principle of King III and complied with the Companies Act and Listings Requirements of the JSE Ltd (aside from where otherwise indicated). Miranda applied all aspects of King III except for the points mentioned in the table below:

No. King III Principle & Recommended practice Explanation

2.16 The Board should elect a chairman of the Board who is an independent non-executive director.

The Chairman is not independent, however, the Board appointed a lead independent director as required in terms of principle 2.16.3. on 8 October 2012.

2.22 The evaluation of the Board, its committees and the individual directors should be performed during the year.

Informal Board evaluations were performed despite no formal process being adopted during the period under review. A formal evaluation process and performance review procedures are being developed and will implemented during the course of the next review period.

7.1 The Board should ensure that there is an effective risk based internal audit.

The size and stage of development of the Group and Company does not justify the existence of an internal audit function. The Board believes that the Audit and Risk Committee has the necessary skills to fulfil this function in the meantime.

5 IT Governance The board as a whole is responsible for the governance of IT. The further implementation of the recommended IT governance will be considered during the 2014 financial year.

CORPORATE GOVERNANCE


35

Board of Directors

The Board is the primary custodian of corporate governance and provides strategic direction under the direction of Dr. Lelau Mahuba. Miranda has a unitary balanced Board. There is a clear division of responsibility at Board level to ensure a balance of power and authority such that no one individual has unfettered powers of decision-making. The Board ensures the integrity of the financial statements to fairly present the state of affairs of the Group and Company.

Board Charter

A Board Charter, which regulates how business is to be conducted by the Board in accordance with the principles of good corporate governance is continuously reviewed and revised to facilitate compliance with guidelines in King III and the Companies Act, of 2008.

Board Composition

At the date of this Integrated Report the Board comprises of eight directors:

Non-executive chairman: Dr Lelau Mohuba, appointed 20 January 2012;

Independent non-executive directors: Jabulani Mahlangu, appointed 20 January 2012;

Gideon Joubert, appointed 20 January 2012;

Carole Chiloane, appointed 17 February 2012;

Lead Independent non-executive director: Michael J Yates, appointed 8 October 2012

Non-executive director: Peter Cook, appointed 27 January 2012;

Chief executive officer: Andrew Johnson, resigned 30 November 2012;

Managing Director: Mick Cook, appointed 1 December 2012;

Financial Director: Carina de Beer, appointed 8 October 2012;

The following directors resigned during the year due to the restructuring of the Company:

• Pine Pienaar, appointed 18 July 2011 and resigned 12 January 2012;

• Clive Knobbs, appointed 18 July 2011 and resigned 12 January 2012;

• Lulama Mokhobo, appointed 07 December 2005 and resigned 13 January 2012;

• Moses Tshitangano, appointed 14 February 2011 and resigned 13 January 2012;

• Gilbert Phalafala, appointed 15 December 2010 and resigned 13 January 2012;

• Ron Nel and alternate Natalie Nel, appointed 7 December 2005 and resigned 16 January 2012;

• Daniel Lian, appointed 15 December 2010 and resigned 24 January 2012;

• Parawut Kobboon, appointed 15 December 2010 and resigned 24 January 2012;

• E Johnson, appointed 2 September 2011 and resigned 30 March 2012;

• M vd Merwe, appointed 30 March 2012 and resigned 29 June 2012.

The majority of the non-executive directors are independent and each director applies his or her mind independently to matters of the Group and Company. The role of the Chairman and the CEO remained separate throughout the year under review. Non-executive directors are required to devote sufficient time to the Group and Company’s affairs. The strong and independent composition of the board and clearly defined director’s responsibilities ensures that no individual director has unfettered powers. The directors bring a wide range of expertise, commercial, technical and business acumen allowing them to exercise independent judgement in Board deliberations and decisions. In future an evaluation of the Board’s performance will be conducted annually.

Board Responsibilities

The Board is accountable for relations with stakeholders and is responsible for creating, protecting and enhancing the Group and Company’s wealth and resources, timely and transparent reporting, and for acting at all times in the best interests of the Group and Company and its shareholders. The Board acts within an approved delegation of authority. The Board’s primary functions include, but are not limited to:

• overseeing the Company and Group’s strategic direction and the control of the Group;

• set the values to which the Group and Company will adhere formulated in its code of conduct;

• ensure that its conduct and that of management aligns to the values and is adhered to in all aspects of its business;

• promote the stakeholder – inclusive approach to governance;

• ensure that all deliberations, decisions and actions are based on the four values of good governance;

• ensuring that the Group and Company acts as, and is seen to be a responsible corporate citizen;

• approving major capital projects, acquisitions or divestments;

• exercising objective judgement on the Group and Company’s business affairs, independent of management;

• ensuring that appropriate governance structures, policies and procedures are in place;

• ensuring the effectiveness of the Group and Company’s internal controls;

• reviewing and evaluating the Group and Company’s risks;

• approving the annual budget and operating plan;

• approving the annual and interim financial results and shareholder communications; and

• approving the senior management structure, responsibilities and succession plans.

Chairman

Dr Lelau Mohuba was appointed Chairman of the Board on 20 January 2012. He presides at Board meetings and ensures that time in meetings is used productively.

The core functions of the Chairman are highlighted as follows:

• he provides the direction necessary for an effective Board;

• he provides overall leadership to the Board and sets an ethical tone;

• he identifies and participates in selecting Board members and oversees a formal succession plan for the Board;

• he plays an active role in setting agendas for the Board meetings;

• he effectively manages conflicts of interest;

• he sets the Board’s work plan;

• he ensures that decisions taken at Board meetings are executed;

• he plays an integral part in director induction and ensures that the directors have a good knowledge of their duties and responsibilities;

• he ensures good relationships are maintained between the Group and Company and stakeholders;



37

• he meets with the Managing Director and Group and Company Secretary prior to Board meetings, to discuss important issues as necessary; and

• he assesses the performance of the Managing Director and the Board.

Dr Mohuba is not a member of any sub-committee of the Board.

Non-executive Directors

All non-executive directors’ appointments are formalised through letters of appointment and reappointment is subject to performance and evaluation. The non-executive directors are not involved in the day-to-day operations of the Group and Company nor are they full time salaried employees of the Group and Company.

Independent Non-executive Directors

The following criteria have been confirmed in terms of the independent non-executive directors and apply to the respective directors:

• they are not a representative of any shareholder who has the ability to control or materially influence management or the Board;

• they hold less than 5% of the total issued share capital of the Group and Company;

• they do not have an interest which is less than 5% but which is material to his or her personal wealth;

• they were not employed by the Group in any executive capacity for the preceding three financial years or have been the designated auditor or a senior legal adviser for the last three years;

• they are not a member of the immediate family of an individual who is, or has been in any of the past three financial years, employed by the Group in an executive capacity;

• they are not professional advisers to the Group, other than in the capacity as a director;

• they are not a supplier or material supplier to the Group, or to clients of the Group;

• they have no material contractual relationship with the Group; and

• they are free from any business or other relationship which could be seen to materially interfere with the individual’s capacity to act in an independent manner.

The above mentioned criteria will be applied in the future appointment of independent non-executive directors.

Executive Directors

The Executive Directors are responsible for the day-to-day business of the Group and Company. They are full-time employees of the Company with service contracts. Executive directors are held accountable through regular reports to the Board and are measured against agreed performance criteria and objectives appropriate to the current stage in the business cycle and the prospects of each business unit.

Board Appointment Process

Directors are appointed through a formal process. A Nomination Committee identifies persons with the required skills and experience to contribute to the strategy, performance, ethical standards and resources of the Company such a committee gets appointed if and when necessary. The Board as a whole, considers the nomination and recommendation of the committee to ensure diversity and full and free exchange amongst Board members. In line with King III, all proposed candidates are subject to background screening.

Director Development

All newly appointed directors attend a formal induction programme. The formal board induction was held on 15 May 2012 and all directors attended the induction. Directors are regularly updated on change in risks, laws and the environment. The Company is committed to providing continuing training and development to directors and officers.

The Managing Director and Finacial Director were appointed subsequent to the formal induction programme. The Managing Direction however was a previous director of MMH and the Financial Director was previously appointed as Financial Director of another main board listed company. A file with all the induction material on the Company was delivered to them.

Rotation of Directors

The rotation of directors is more fully governed in terms of articles 83 and 84 of the Memorandum of Incorporation of the Company. In summary, not less than one third of its directors will retire from office at the Annual General Meeting of the Company. The directors to retire at the Annual General Meeting shall be those who have been longest in office since their last election or appointment. Retiring directors shall be eligible for re-election. Brief CVs of all retiring directors are available on pages 4 - 5 of the Annual Report.

Board Meeting Frequency and Attendance

Board meetings are held at least quarterly and special meetings are convened when required to consider urgent business. Board meetings are held in accordance with a year planner and relevant, meaningful and comprehensive packs are circulated to the Board in advance of the meeting to ensure that Board members contribute actively and positively to discussions and decisions at meetings. The Board further received the reports of the Chairman of the Audit and Risk Committee and the Remuneration, Social and Ethics Committee. Where necessary, decisions are taken between Board meetings by written round robin resolution as provided for in the Company’s Memorandum of Incorporation.



39

The following Board meetings were held and attended:

KEY:

Present P

Absent/Not appointed X

Apology A

Alternate AP

Meeting cancelled MC

Resigned R

Suspended S

Director:2 Sept

20116 Oct 2011

24 Nov 2011

12 Jan 2012

27 Jan 2012

17 Feb 2012

15 May 2012

22 May 2012

29 June 2012

10 Sept 2012

Dr. L. Mohuba X X X X P P P P P P

J. Mahlangu X X X X P P P P P P

G. Joubert X X X X P P P P P P

C. Chiloane X X X X X X P P P P

M. Yates X X X X P P P P P P

P. Cook X X X X X P P P P P

A.Johnson P P P P P P P P P P

L. Mokhobo P P P P R R R R R R

R. Nel A S S S S R R R R R

G. Phalafala P P P P R R R R R R

P. Kobboon P P P A R R R R R R

D. Lian P P P A R R R R R R

M. Tshitangano P P P P R R R R R R

C. Knobbs P P P R R R R R R R

P. Pienaar P P P R R R R R R R

E. Johnson P P P P P P R R R R

M. vd Merwe X X X X X X P P P R

Company Secretary

P P P P P P P P P P

Directors’ remuneration is set out on page 96.

Board Sub-committees

The Company has the following sub-committees:

• Executive Committee

• Audit and Risk Committee

• Remuneration, Social and Ethics Committee

All sub-committees operate under Board approved terms of reference, which are updated from time to time to stay abreast of developments in corporate law and governance best practice.

All the sub-committees, chairpersons and members have unfettered access to the Chairman of the Board and the Board as a whole. The sub-committees and/or their respective members may appoint independent consultants to obtain professional advice, at the Company’s expense, to assist with the proper discharge of the sub-committee’s responsibilities.

The Chairman of each Board sub-committee annually reports to the Board to the extent and manner in which the particular Committee has performed its mandate. The sub-committee is subject to regular evaluation by the Board in regard to performance and effectiveness.

Executive Committee

The Executive Committee (“Exco”) is responsible for managing the Group’s operations, developing strategy and policy proposals for the Board’s consideration, and implementing the Board’s directives. The executive directors meet weekly and control the day-to-day management of the business.

The Executive Committee’s responsibilities include:

• developing the annual budget and business plans for the Board’s approval;

• acting as a medium of communication and co-ordination between operating divisions and the Board; and developing, implementing and monitoring policies and procedures, internal controls, governance, risk management, ethics and authority levels.

Audit and Risk Committee

The report from the Audit and Risk Committee’s chairman, which includes reference to the internal audit

functioning, is available on pages 53 - 54.

Remuneration, Social and Ethics Committee

The Remuneration, Social and Ethics Committee met on the following dates:

Member 3-Nov-11 3-Jul-12 10-Sep-12

M. Yates X P P

G. Joubert X P P

J. Mahlangu X P P

C. Chiloane X P P

C. Knobbs P R R

L. Mokhobo P R R

P. Pienaar P R R

Company Secretary P P P

The Board expanded the Remuneration Committee’s charter during the year under review to align the roles and responsibilities to the Principles of King III and the Companies Act of 2008 and regulations. In line with this, the committee was reconstituted to form the Remuneration, Social and Ethics Committee.



41

REMUNERATION REPORT

The Chairman of the Remuneration, Social and Ethics Committee has pleasure in submitting this Remuneration report to shareholders.

Members

On 27 January 2012, the following independent non-executive directors were appointed as members of the Remuneration Committee: Jabulani Mahlangu, Michael Yates (Chairman) and Gideon Joubert.

On 15 May 2012 Carole Chiloane was appointed as a member of the Remuneration, Social and Ethics Committee due to the expansion of the committee’s charter.

Terms of Reference

The Terms of Reference were reviewed after combining the Remuneration Committee with the Social and Ethics Committee on 15 May 2012. The Terms of Reference were approved by the Board.

Meetings

The Committee has met three times since May 2012. Meetings are attended by invitees, including the Chief Executive Officer, who is not entitled to vote. Meeting attendances are highlighted on page 39 of the integrated report.

None of the executive directors participate in discussions regarding their own remuneration.

Role of the Committee

The Committee has an independent role and makes recommendations to the Board for approval.

The Committee’s roles and responsibilities include:

• developing and regularly reviewing the remuneration strategy and policy to promote the achievement of strategic objectives and encourage individual performance;

• ensuring the Board has the appropriate composition for it to execute its duties effectively;

• ensuring that directors and other senior employees are appointed through a formal process;

• induction and on-going training and development of directors,

• addressing issues relating to the performance management policies of MMH;

• ensuring MMH remunerates directors and executives fairly and responsibly;

• ensuring the disclosure of director’s remuneration is accurate, complete and transparent; and

• formal succession plans for the Board, chief executive officer and senior management.

For a more comprehensive view on the role and responsibilities of this committee, please see the Terms of Reference on www.mirandaminerals.com

The Committee is allowed to make use of external advisors to help the Committee in discharging its responsibilities. No external advisor services were utilised under the period of review.

Remuneration policy for executive directors and all employees

The Board recently authorised the Committee to review the management and employee structure and remuneration policy for executive directors and employees of the Company. The Committee will consider the following, but not limited thereto, components of remuneration:

• guaranteed total cost to company package,

• performance management reviews,

• short term team incentives,

• long term incentives for strategic high performers

• an Employee Share Option Scheme of which all non – executive directors and all employees (subject only to satisfactory completion of a minimum period of employment) and various other persons who provide services to the Company will be eligible for membership. A proposal in respect of the establishment of such a Scheme has been approved by the Board and is contained in this Report for consideration and approval by the shareholders

The outcome of will be reported to shareholders in our next Integrated Report.

Remuneration structure

The remuneration structure is delegated as follows:

• The remuneration committee approves executive director fees

• The remuneration committee approves executive committee members’ fees, as proposed by management

• Management approves employees’ remuneration

Miranda remuneration philosophy

The Group’s remuneration philosophy complements its business strategy. The Group employs high-caliber individuals with integrity, intellect and a sense of innovation. It is fundamental to our business culture that all employees subscribe to the values, ethics and philosophy of Miranda.

The remuneration of the board, executive members and employees is fair and market related. The board, with the assistance of the remuneration, social and ethics committee, will maintain this approach, so as to attract and retain suitable employees and board members – to the benefit of the stakeholders. The board acknowledges the importance of motivating individual and team performance and therefore applies its remuneration philosophy equitably, fairly and consistently in relation to job responsibilities, the markets in which the Group operates and personal performance.

The Group rewards executive directors and employees as follows:

• Market related and fair annual packages (base salary and benefits)

• Annual performance bonuses when and if applicable

• Share Option Schemes

The following can be reported to shareholders:

i. The Company’s remuneration policy will be guided by the principles of King III, including in respect of ensuring that the mix of fixed and variable pay, in cash, shares and other elements, meets the Group and Company’s needs and that incentives are based on targets that are flexible,verifiable and relevant; and

ii. satisfying itself as to the accuracy of recorded performance measures that govern vesting of incentives.

Executive contracts and policies

The chief executive officer and financial director provide services to the company through secondment agreements for specified periods.

There are currently no other executive directors of Miranda Mineral Holdings Ltd.

MMH does not have any restraint of trade agreements.



43

Retirement age

There is no specified retirement age for directors.

Non-executive director letters of appointment

All non executive directors letters of appointments are in process of being reviewed.

Remuneration policy for non-executive directors

The Committee reviewed the remuneration policy for non - executive directors. Non-executive directors are compensated fairly on a competitive basis taking into account the skill and time required and commensurate with the degree of risk involved.

Non-executive director remuneration is subject to shareholder approval.

Non-executive directors will be eligible for membership of the proposed share option scheme.

In the case that non-executive directors are requested to resign, there is no contractual compensation for loss of office.

Remuneration policy for independent non - executive directors

The Committee reviewed the remuneration policy for independent non executive directors.

Independent non-executive directors are compensated on a competitive basis taking into account the skill and time required, commensurate with the degree of risk involved and on a basis which compares fairly with the benefits of non – executive directors.

Independent non-executive directors will participate in the proposed share option schemes.

Independent non-executive remuneration is subject to shareholder approval.

Disclosed employees

It is confirmed that no portion of the directors’ salaries related to services as directors’ of subsidiaries.

Refer to note 31 for details of director emoluments.

SOCIAL AND ETHICS REPORT

The Company addressed the requirement of the Companies Act 71 of 2008 for it to have a Social and Ethics committee by combining it with its Remuneration Committee. The committee became the Remuneration, Social and Ethics Committee since 15 May 2012.

The chairman of the committee reports on the Social and Ethics as follows:

Our main aim is to embed a culture of ethical behaviour within the Group.

We assist the board in ensuring that the Group is, and remains, a good and responsible corporate citizen by monitoring sustainable development aspects.

Number of meetings

Three meetings had been held since May 2012 and all members were present.

Although these meetings were primarily and predominately introductory to social and ethic committee’s role and responsibility, the committee agreed that the Group’s Social and Labour plan required review. The review will be conducted soon.

It further requested that the BBBEE in the Group be reviewed. The process is ongoing.

The committee plans to consider throughout the next reporting period, the Group’s activities while regarding relevant legislation, legal requirements and codes of best practice, in relation to matters pertaining to:

• social and economic development;

• good corporate citizenship;

• the environment;

• health and public safety;

• consumer relationships

• labour and employment matters.

Social and Ethics Functions

The committee, in terms of the approved Terms of reference has the following, but not limited to, functions:

• To oversee the social and ethical matters relating to the company;

• To ensure that the Company acts as a good corporate citizen;

• To ensure that ethical values and principles underpins the Group’s activities;

• To ensure all relevant aspects that may have a significant impact on the long-term sustainability of the business of the Group are addressed;

• To be sure to consider other factors which may influence the Company’s “triple bottom line” reporting;

• To ensure compliance with the statutory social and ethics committee functions required under

Regulation 43 (5) of the Companies Act.

Social and Ethics Responsibilities

The committee, in terms of the approved Terms of reference has the following, but not limited to, responsibilities:

• It has to monitor the company’s activities, having regard to any relevant legislation, other legal requirements or prevailing codes of best practice, with regard to matters relating to:-

a. Social and economic development, including the company’s standing in terms of the goals and purposes of:

o The 10 principles set out in the United Global Compact Principles;

o The OECD recommendations regarding corruption;



45

o The Employment Equity Act; and

o The Broad-Based Black Economic Empowerment Act;

b. Good Corporate Citizenship, including the company’s –

o Promotion of equality, prevention of unfair discrimination, and reduction of corruption;

o Contribution to development of the communities in which its activities are predominantly conducted or within which its products and services are predominantly provided;

o Record of sponsorship, donation and charitable giving;

c. The environment, health and public safety, including the impact of the company’s activities and of its products or services;

d. Consumer relationships, including the company’s advertising, public relations and compliance with consumer protection laws; and

e. Labour and Employment, including –

o The company’s standing in terms of the International Labour Organization Protocol on decent work and working conditions;

o The company’s employment relationships, and its contribution towards the educational development of its employees;

i. Drawing matters within its mandate to the attention of the Board as the occasion requires;

ii. Reporting, through one of its members, to the shareholders of the company at the annual general meeting on the matters within its mandate.

Company Secretary and Access to Professional Advice

Directors are entitled to seek independent professional advice at Miranda’s expense, concerning the affairs of the Group and Company, and have unfettered access to the Company Secretary.

The Company Secretary performs its duties in accordance with the Companies Act, the Listings Requirements and King III and as such, provides the Board and directors individually with guidance on the discharge of their responsibilities and on matters relating to ethics and good corporate governance.

The Company Secretary is principally responsible for ensuring compliance with the Companies Act of 2008 and that the proceedings of the Board and it members, the various Board Committees, general meetings of shareholders and salient management proceedings are properly administered and the appropriate statutory and other records maintained.

Dealing in Securities

During the period under review, Miranda’s share trading policy and rules were adhered to and, when required, the necessary consent was obtained by directors to trade in the securities of Miranda. Directors must obtain clearance to deal in Miranda securities from the Chairman and the Company Secretary and in the case of the Chairman, from the Chairman of the Audit Committee or alternatively, the majority of the other directors who serve on the Board.

The Company’s directors, executives, employees and the Company Secretary are prohibited from trading in Miranda securities during any closed periods and at any time when any of the directors are aware of unpublished price-sensitive information and/or if clearance to deal has been refused.

Directors’ Disclosures of Contractual Interests

Directors of the Company are obliged and at every Board meeting given the opportunity to disclose any material interest in contracts with the Company or its subsidiaries in terms of Section 75 of the Companies Act of 2008. Such disclosures are noted by the Company Secretary and kept in a separate register of directors’ disclosures. Where necessary during the period under review, disclosures were updated.


Code of Ethics

The Board subscribes to the highest level of professionalism and integrity in conducting its business and dealing with all its stakeholders. The approved code of ethics is available on www.mirandaminerals.com. In adhering to its code of ethics, the Board is guided by the following broad principles:

• businesses should operate and compete in accordance with the principles of free enterprise;

• free enterprise will be constrained by the observance of relevant legislation and generally accepted principles regarding ethical behaviour in business;

• ethical behaviour is predicated on the concept of utmost good faith and characterised by integrity, reliability and a commitment to avoid harm;

• business activities will benefit all participants through a fair exchange of value or satisfaction of need; and

• equivalent standards of ethical behaviour are expected from individuals and companies with whom business is conducted.

Internal Audit

Due to the size of the current operations no internal audit function is in place. The Board will continue to monitor the matter.

Continued Going Concern

The directors are of the view that the Company will continue as a going concern in the financial year ahead. More detail hereon is available in the Directors’ Report on page 50 - 52.

Corporate Reporting, Shareholder Communication and Relationships

Miranda regularly provides information to shareholders through the JSE Ltd’s Stock Exchange News Service (SENS), the Media and its website www.mirandaminerals.com.

Shareholders are invited and encouraged to attend the Annual General Meeting(s) of the Company.

Sponsors

The sponsors of the Group are PricewaterhouseCoopers Corporate Finance (Pty) Ltd.

Transfer Secretary

The transfer secretary of the Group was Computershare Investor Services (Pty) Ltd. Subsequent to year end the transfer Secretaries were changed. Link Market Services was appointed as the transfer secretaries. Shareholders can direct their shareholding queries to PO Box 4844, Johannesburg South Africa 2000.

19 March 2013

Melinda Gous

Company Secretary


47DIRECTORS’ RESPONSIBILITIES AND APPROVAL

CERTIFICATE BY THE COMPANY SECRETARY

The directors are required in terms of the Companies Act, 2008 to maintain adequate accounting records and are responsible for the content and integrity of the financial statements and related financial information included in this report. It is their responsibility to ensure that the financial statements fairly present the state of affairs of the Group and Company as at the end of the financial year and the results of its operations and cash flows for the period then ended, in conformity with International Financial Reporting Standards. The external auditors are engaged to express an independent opinion on the financial statements.

The consolidated financial statements are prepared in accordance with International Financial Reporting Standards and are based upon appropriate accounting policies consistently applied and supported by reasonable and prudent judgements and estimates.

The directors acknowledge that they are ultimately responsible for the system of internal financial control established by the Group and place considerable importance on maintaining a strong control environment. To enable the directors to meet these responsibilities, the board sets standards for internal control aimed at reducing the risk of error or loss in a cost effective manner. The standards include the proper delegation of responsibilities within a clearly defined framework, effective accounting procedures and adequate segregation of duties to ensure an acceptable level of risk. These controls are monitored throughout the Group and all employees are required to maintain the highest ethical standards in ensuring the Group’s business is conducted in a manner that in all reasonable circumstances is above reproach. The focus of risk management in the Group is on identifying, assessing, managing and monitoring all known forms of risk across the Group. While operating risk cannot be fully eliminated, the Group endeavours to minimise it by ensuring that appropriate infrastructure, controls, systems and ethical behaviour are applied and managed within predetermined procedures and constraints.

The directors are of the opinion, based on the information and explanations given by management that the system of internal control provides reasonable assurance that the financial records may be relied on for the preparation of the financial statements. However, any system of internal financial control can provide only reasonable, and not absolute, assurance against material misstatement or loss.

The directors have reviewed the Group’s cash flow forecast for the year to 31 August 2013 and, in the light of this review and the current financial position, they are satisfied that the Group has or has access to adequate resources to continue in operational existence for the foreseeable future.

The external auditors are responsible for independently reporting on the Group and Company’s financial statements. The financial statements have been examined by the Group’s external auditors and their report is presented on page 48.

The financial statements set out on pages 58 - 105, which have been prepared on the going concern basis, were approved by the board on Monday, 19 March 2013 and were signed on its behalf by:

Mr Mick Cook Carina de BeerManaging Director Financial Director

In terms of section 88(2)(e) of the Companies Act, 2008, I certify that, to the best of my knowledge and belief, Miranda Mineral Holdings Ltd has lodged with the Commissioner all such returns and notices as are required by the Companies Act, 2008, and that all such returns and notices are true, correct and up to date.

Melinda GousCompany Secretary

19 March 2013

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF MIRANDA MINERALS HOLDINGS LIMITED

We have audited the consolidated and separate financial statements of Miranda Minerals Holdings Limited set out on pages 58 to 103, which comprise the statements of financial position as at 31 August 2012, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the financial year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information.

Directors’ Responsibility for the Consolidated Financial Statements

The company’s directors are responsible for the preparation and fair presentation of these consolidated and separate financial statements in accordance with International Financial Reporting Standards, and the requirements of the Companies Act of South Africa, and for such internal control as the directors determine is necessary to enable the preparation of the consolidated and separate financial statements that are free from material misstatements, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated and separate 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 auditor considers 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 directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained 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 consolidated and separate financial position of Miranda Minerals Holdings Limited as at 31 August 2012, and its consolidated and separate financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards, and the requirements of the Companies Act of South Africa.

Emphasis of matter

Without qualifying our opinion, we draw attention to the disclosure on going concern in note 37 which indicates that the Group incurred a headline loss of R 25 million for the year ended 31 August 2012 and, as at that date, the Group’s net current liability position (excluding the loan conversion amount of R 41.7 million) was R 7.4 million. These conditions, along with other matters, indicate the existence of material uncertainty which may cast doubt on the Group’s ability to continue as a going concern.

The going concern assumption is subject to the successful outcome of the matters referred to in note 37.


49

Other reports required by the Companies Act

As part of our audit of the financial statements for the financial year ended 31 August 2012, we have read the Directors’ Report, the Audit and Risk Committee’s Report and the Certificate by the Company Secretary for the purpose of identifying whether there are material inconsistencies between these reports and the audited financial statements. These reports are the responsibility of the respective preparers. Based on reading these reports we have not identified material inconsistencies between the reports and the audited financial statements. However, we have not audited these reports and accordingly do not express an opinion on them.

Report on Other Legal and Regulatory Requirements

In accordance with our responsibilities in terms of section 44(2) and 44(3) of the Auditing Profession Act, we report that we have identified a potential material breach of fiduciary duty by a director of Miranda Minerals Holdings Limited which constitutes a reportable irregularity in terms of the Auditing Profession Act, and we have reported such matters to the Independent Regularity Board for Auditors. The matters pertaining to the reportable irregularity have been described in the Directors’ report.

PKF (Jhb) IncRegistered AuditorsChartered Accountants (SA)Registration number 1994/001166/21

Director: RM Huiskamp Sandton

19 March 2013

DIRECTORS’ REPORT

The Board of Miranda is pleased to present the Integrated Report for the year ended 31 August 2012.

Shareholder and stakeholder communication has changed globally and the Board is committed to continuously improve and enhance the flow of information to its shareholders and stakeholders. This Integrated Report sets out the Board’s approach to reporting and its vision to build a sustainable business through strengthening of its management resources in health, safety, environment, transformation and risk.

The Board’s main focus is to bring the Group’s assets to account and is of the view that the Group is well positioned to fast track its projects to generate production revenue. The strengthening of the executive committee and recent additions to the Board facilitated a process of reviewing the Group’s current assets and defining a strategy going forward that will enhance shareholder value and bring the Group’s assets to account. The Board is also continuously seeking new investment opportunities and potential acquisitions that will progress its strategy and vision.

With most litigious matters resolved and a potential off take on Sesikhona, the Group is set to commence production during Q3-2013.

FINANCIAL RESULTS

The results of the Group and Company and the state of its affairs are set out in the Group and Company financial statements and accompanying notes for the year ended 31 August 2012.

OVERVIEW AND INTERESTS

Miranda is a JSE listed Company with significant coal assets situated in South Africa. Refer to the operational review on page 12 of this Integrated Report for details of the Group’s assets.

DIVIDENDS

No dividend has been proposed or declared for the year ended 31 August 2012.


51

STATED CAPITAL

The Company has issued the following ordinary shares during the period under review and up to the date of signature of this annual report:

Date Share issue type Number of shares

16 August 2012 General issue of shares for cash @ 16 cents per share 42,676,585

18 September 2012 Acquisition of assets 3,109,344

10 December 2012 General Issue of shares for cash @ 18.16 cents per share 46,806,187

21 January 2013 Conversion of debt into equity through a specific issue of shares 228,093,741

* Details of the specific issue of shares are available on page 51 of this report.

DIRECTORS

Short biographies of members of the Board and management are disclosed on pages 4 - 5.

DIRECTORS’ INTEREST IN SHARES

Directors’ interests in the issued capital of the Company as at the date of this report are as follows:

Direct Beneficial Percentage

P Cook 10,691,059 *1.75

M D Cook 7,994,407 1.31

Total 18,605,466 3.06

There were no indirect holdings by directors and no movement occurred in the directors’ interests up to the date of this report. Both P Cook and M D Cook were not directors during the previous reporting period and no other Directors held shares in the previous period.

* Percentage of share holding differs from percentage at year end due to dilution after the specific issues of shares listed below.

SPECIAL RESOLUTIONS PASSED

During the period under review the Company passed the following special resolutions:

1. To authorise the Company or its directors or any of its subsidiaries, to, by way of general authority, repurchase shares issued by the Company;

2. To approve the remuneration of non-executive directors for the year ending 31 August 2011 in compliance with section 66 (8) – (9) of the Companies Act 71 of 2008;

3. To Issue 16,639,202 new Miranda shares to Incubex,(at a price of 18.16 cents per share); in settlement of the convertible loans, a term of the Incubex agreements;

4. To issue 83,746,008 new Miranda shares to Incubex,(at a price of 18.16 cents per share); in settlement of the convertible loans, a term of the new Incubex loan agreement;

5. To issue 34, 255,694 new Miranda shares to Polkadots (at a price of 18.16 cents per share) in settlement of a cession agreement, a term of the Polkadots agreement;

6. To issue 46,255,507 new Miranda shares to Money Box (at a price of 18.16 cents per share) in settlement of the cession agreement, a term of the Money Box agreement;

DIRECTORS’ REPORT

7. To issue 33,269,098 new Miranda shares to Labohlano (at a price of 18.16 cents per share) in settlement of the Cession agreement, a term of the Labohlano Agreement; and

8. To issue 13,928,232 new Miranda shares to Satiolor (at a price of 18.16 cents per share) in settlement of a convertible loan, a term of the Satiolor agreement.

There were no special resolutions passed in any of the subsidiaries during the period under review.

BORROWING LIMITATIONS

In terms of the Articles of Association of the Company, the directors may exercise all the powers of the Company to borrow money, as they consider appropriate.

NON-CURRENT ASSETS

There were no changes in the nature of the non-current assets of the Group or in the policy relating to the use of the non-current assets.

COMPANY SECRETARY

A formal evaluation on the Company Secretary was conducted by the CEO on behalf of the Board. The evaluation was in line with key legislative and governance principles and practices (Companies Act and King III). The evaluation included consideration on competence, knowledge, experience and qualifications of the Company Secretary, Fusion Corporate Secretarial Services (Pty) Ltd. In line with the provisions of paragraph 3.84 (i) of the Listing Requirements it is confirmed that the Company Secretary has combined qualifications that includes B.Com Accounting and Law to Diplomas in Advanced Business and Securities Law. It is further confirmed that the Company Secretary has the requisite combined competence, knowledge and experience of collectively more than 10 years, to carry out the duties of a secretary of a public company. Considering the statutory duties imposed by the Companies Act, it is confirmed that the Company Secretary fulfilled the statutory duties in line with the statutes. Considering the best practise recommendations in King III with regards to the Company Secretary is concerned, it is confirmed that the Company Secretary acted in accordance with the best practise recommendations. In line with the provisions of paragraph 3.84 (j) it is confirmed that the Company Secretary is independent.

•• The Company Secretary is not a director of the company. The Company Secretary does not represent a material shareholder.

It is confirmed that the Company Secretary has an arm’s length relationship with the board.

REPORTABLE IRREGULARITY

As detailed in note 29, contingent liabilities, the directors and shareholders are disputing the existence of an off-take agreement relating to the Sesikhona mine. The directors and shareholders of Miranda and its subsidiaries are of the opinion that the then CEO of Miranda unilaterally, without the consent or knowledge of the other directors or the shareholders, removed a material clause per all versions of the draft agreements and proceeded to conclude a final and binding agreement. The material clause removed relates to the condition precedent that board and shareholder approval was required for the conclusion of a final and binding agreement.

This material breach, as discovered and disclosed by Miranda’s directors, of the former Miranda CEO’s fiduciary duties may result in material financial losses to the company and its shareholders, given the price at which the cost of mining has been fixed for the entire life of the mine and the anticipated strip ratios. The matter is currently under review by the board of Directors and shareholders. Until such time as the investigation is complete and until such time as the High Court provides a ruling on the matter, the directors cannot disclose any further details.

Miranda’s directors are contemplating legal proceedings against its former CEO (Andrew Johnson) and have been consulting with its legal advisors to this extent.

The company’s auditors PKF (Jhb) Inc, considered it to be a Reportable Irregularity as stipulated in the Auditing profession Act and hence reported it to the Independent Regulatory Board for Auditors.

GOING CONCERN

Refer to note 37 for details.


53

Dear shareholder,

The Audit and Risk Committee of the Company has pleasure in submitting its report, as required by the Companies Act 2008. As detailed earlier in the Corporate Governance Report the Audit and Risk Committee acts in accordance with an approved terms of reference.

Functions of the Committee:

The committee continued to operate effectively and satisfied its responsibilities during the year in compliance with its approved terms of reference.

The committee assists the board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems and control processes and the preparation of accurate financial reporting in compliance with all legal requirements, accounting standards and JSE regulations.

For a more comprehensive view on the role and responsibilities of the committee as set out in its terms of reference, please visit www.mirandaminerals.com.

Internal audit function

The Board considered the internal audit function and agreed that the cost relating to such a function and the size of the Group did not justify such a function. The Audit and Risk Committee currently oversees the important internal control of segregation of duties. The Audit and Risk Committee also monitors the solvency and liquidity of the Group and Company in conjunction with the Board. It further considers the capital commitments of the Group and Company’s exploration programmes and evaluates the effectiveness of risk management, systems of controls and governance.

Committee Members

In terms of the Companies Act 2008 (Act 71 of 2008), shareholders are required to elect the members of this committee at each annual general meeting. The Board confirms that the Audit and Risk Committee members are suitably skilled and experienced independent non- executive directors.

The committee was reconstituted following changes to the Board and comprises of J Mahlangu (independent non-executive director and chairman of the committee), M Yates (lead independent non-executive director) and G Joubert (independent non-executive director).

Biographical details of the committee members appear on pages 4 - 5.

Evaluation of the Financial Statements

The Committee reviewed and discussed the Group and separate financial statements with the independent external auditors and financial director. Based on the information provided to the Audit and Risk Committee, the Committee is satisfied that the Group and Company complies, in all material respects, with the requirement of the Companies Act No 71 of 2008 and International Financial Reporting Standards (“IFRS”).

The external auditors had unrestricted access to the Group’s records and management. There were no limitations imposed on the scope of the external audit.

These Group and Company financial statements will be open for discussion at the forthcoming annual general meeting. After agreeing that the going concern premise was appropriate the Audit and Risk Committee has recommended the adoption and approval of the Group and separate financial statements and integrated report by the board at a meeting held on 15 January 2013.

Financial Director

Mrs. Carina de Beer was appointed financial director on 8 October 2012. The Audit and Risk committee has evaluated the financial director for appropriate expertise and experience during the 2012 financial year, as required by JSE listings requirement 3.84 (h) and are of the view that she has the necessary experience and expertise to fulfil the role of financial director for the 2013 financial year.

Appropriateness of the expertise and adequacy of resources of the finance function

The Audit and Risk committee has evaluated the above and were satisfied with the appropriateness of the expertise and adequacy of the resources of the finance function.

AUDIT AND RISK COMMITTEE REPORT

AUDIT AND RISK COMMITTEE REPORT

External AuditorsPKF (Jhb) Inc was appointed as the external auditors of the Company on 13 August 2012 with RM Huiskamp as the designated audit partner.

The external auditors’ independence is in no way impaired and they have unrestricted access to the Committee.

The Audit and Risk Committee has further evaluated the independence of PKF (Jhb) Inc as the external auditors and is satisfied that they have maintained their independence during the year under review.

The Committee confirms that it has nominated the auditors for re-appointment for the 2013 financial year.

The audit firm and designated auditor are accredited to appear on the JSE’s list of accredited auditors.

Annual Audit FeesThe approved annual audit fee for the financial period under review amounted to R600 000 and was approved by the Committee.

Non Audit servicesThe committee determines the nature and extent of any non-audit services that the auditor may provide to the Company. There were no non-audit services approved for the period under review.

Risk ManagementThe board as a whole currently performs the risk assessments of the Group and the audit and risk committee oversees the management thereof.

MeetingsThe Committee is required to meet at least twice a year and such other times as the chairman of the Committee requires. The external auditors are present at these meetings. The chairman of the board, the managing director, the financial director and any other board member, has the right of attendance of the Committee meeting as an invitee.

The chairman of the committee, and in the instance of his absence, any other member of the committee, will attend the Annual General Meeting to answer questions falling within the terms of reference of the committee.

The table underneath summarises attendance at the committee meetings during the financial period under review:

Member 22-Sep-11 17-Feb-12 22-May-12 3-Jun-12

J. Mahlangu X P P P

G. Joubert X P P P

M. Yates X P P P

P. Pienaar P R R R

L. Mokhobo P R R R

C. Knobbs A R R R

Company Secretary P P P P

Auditor P P P X

X - Not appointed yet R - Resigned P - Present A - Absent

On 1 February 2013, the committee met to consider the results for the year ended 31 August 2013 for approval and release.

J MahlanguChairman of the Audit and Risk Committee

19 March 2013


55SHAREHOLDER ANALYSIS

Issued Shares: 327,187,153 as at 31 August 2012Directors’ interests in the issued share capital of the company are as follows (there has been no change in the directors between the end of the financial year to the approval of this report):

Direct Indirect Beneficial Beneficial

DirectorsAs at 31 August 2012Cook, PB 10,691,059 3.27

Totals 10,691,059 3.27

At 31st August 2011RJ Nel* 100 10,190,375NA Nel 100 -PG Phalafala - 36,794,426

Total 200 46,984,801

* Held by The Ronald John Nel Trust except for 100 shares held in own name.

All of the directors referred to in this 2011 table resigned subsequent to year end.

Beneficial shareholders holding 5% or more (excluding directors)

Number of shares held %

As at 31 August 2012Yakani Resources (Pty)Ltd 57,833,693 17.68Incubex Minerals Ltd 50,744,952 15.51Relicove Investments Holdings (Pty) Ltd 42,676,585 13.04Discount Toy Cash & Carry CC 16,900,000 5.17

Totals 168,155,230 51.39

At 31 August 2011Yakani Resources (Pty) Ltd 61,336,226 21.56Global PS Telecom Investment Company Ltd* 68,392,011 24.04Zipstar Trading (Pty) Ltd 13,000,000 4.57

Total 142,728,237 50.17

Number of Number shareholdings % of shares %

SHAREHOLDER SPREADAs at 31 August 20121 - 1,000 shares 392 21.02 143,827 0.041,001 - 10,000 shares 656 35.17 3,581,935 1.0910,001 - 100,000 shares 640 34.32 21,054,082 6.43100,001 - 1,000,000 shares 150 8.04 49,839,173 15.231,000,001 shares and over 27 1.45 252,568,136 77.21

Totals 1,865 100.00 327,187,153 100.00

SHAREHOLDER ANALYSIS

The company had the following shareholder spread:

Number of Number of shares held % shareholders %

At 31 August 20110 - 1,000 159,099 0.06 419 20.491,001 - 10,000 3,836,193 1.35 710 34.7210,001 - 100,000 24,243,854 8.52 746 36.48100,001 - 1,000,000 41,543,764 14.60 146 7.141,000,000 plus 214,727,658 75.47 24 1.17

Total 284,510,568 100.00 - 100.00

PUBLIC / NON - PUBLIC SHAREHOLDERS As at 31 August 2012Non - Public Shareholders 4 0.21 161,946,289 49.50Directors and Associates of the Company holdings 1 0.05 10,691,059 3.27Strategic holdings 3 0.16 151,255,230 46.23Public Shareholders 1,861 99.79 165,240,864 50.50

Totals 1,865 100.00 327,187,153 100.00

The company had the following public and non public shareholders:

At 31 August 2011Non-public shareholders 147,438,119 51.82 9 0.44Directors’ Holdings 17,704,966 6.22 4 0.20Share Trust 4,916 - 1 0.04Strategic holdings 129,728,237 45.60 4 0.20Public shareholders 137,072,449 48.18 2,036 99.56

Total 284,510,568 100.00 2,045 100.00

Strategic Holdings (more than 10%)Yakani Resources (Pty) Ltd 57,833,693 17.68Incubex Minerals Ltd 50,744,952 15.51Relicove Investments Holdings (Pty) Ltd 42,676,585 13.04

Totals 151,255,230 46.23

DISTRIBUTION OF SHAREHOLDERSAs at 31 August 2012Banks 9 0.48 6,965,510 2.13Close Corporations 30 1.61 20,429,105 6.24Empowerment 3 0.16 108,578,645 33.19Endowment Funds 2 0.11 1,010 0.00Individuals 1,628 87.29 95,097,307 29.06Investment Companies 2 0.11 136,104 0.04Mutual Funds 2 0.11 445,000 0.14Nominees & Trusts 108 5.79 17,405,883 5.32Other Corporations 33 1.77 933,704 0.29Private Companies 44 2.36 74,929,969 22.90Public Companies 1 0.05 10,000 0.00Retirement Funds 2 0.11 2,250,000 0.69Share Trust 1 0.05 4,916 0.00

Totals 1,865 100.00 327,187,153 100.00


57

Year Month High Sale Low Sale Number of Deals Volume Value

2011 September 30 23 69 2,005,813 572,230 2011 October 29 18 113 3,879,712 820,242 2011 November 30 17 115 4,661,966 987,959 2011 December 22 14 95 6,003,851 1,088,589 2012 January 35 19 111 2,328,794 610,647 2012 February 32 19 175 6,448,443 1,733,083 2012 March 29 24 61 2,288,940 628,082 2012 April 27 22 50 1,204,769 293,146 2012 May 24 18 79 2,346,671 490,869 2012 June 21 14 106 2,971,389 549,059 2012 July 19 15 91 3,558,051 609,199 2012 August 23 18 82 2,878,744 583,434

12 Months to the 31st August 2012

Traded price (cents per share)Close 20High 35Low 14Market capitalisation 65,437,431Value of shares traded 8,966,539Value traded as % of mktcap 14%Volume of shares traded 40,577,143Volume traded as % of number in issue 12%Shares in issue 327,187,153Number of shareholders 1,865

Miranda Minerals Holdings Ltd vs All Share Index

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Miranda Minerals Holdings Ltd vs Industrial Metal Index

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ANALYSIS OF TRADES for the year ended 31 August 2012

Group Company Restated Restated Figures in Rand Notes 2012 2011 2010 2012 2011

AssetsNon-current assetsProperty, plant and equipment 5 17,044,060 19,711,153 15,092,793 - -Intangible assets 6 24,600,919 24,827,008 45,870,177 - -Investments in subsidiaries 7 - - - 8,715,831 8,715,831Investments in associates 8 40 40 40 - -Restricted assets 9 - 2,437,696 2,467,702 - - Loans to group companies 10 - - - 93,845,026 -

41,645,019 46,975,897 63,430,712 102,560,857 8,715,831

Current assetsLoans to group companies 10 - - - - 81,272,423Restricted assets 9 3,322,195 - - 1,096,515 -Trade and other receivables 11 1,818,002 3,311,613 2,905,335 636,573 814,461Cash and cash equivalents 12 3,292,121 2,710,866 24,553,284 2,668,472 2,692,611

8,432,318 6,022,479 27,458,619 4.401.560 84,779,495

Total assets 50,077,337 52,998,376 90,889,331 106,962,417 93,495,326

Equity and liabilitiesEquityStated capital 13 121,944,770 115,050,794 115,050,794 121,944,770 115,050,794Accumulated loss (128,004,429) (100,830,205) (45,383,629) (58,701,004) (44,595,022)

Equity attributable to equity holders of parent (6,059,659) 14,220,589 69,667,165 63,243,766 70,455,772

Non-controlling interest (2,218,310) (1,752,299) (863,014) - -

Total shareholders’ interest (8,277,969) 12,468,290 68,804,151 63,243,766 70,455,772

LiabilitiesNon-current liabilitiesFinance lease obligation 14 - 755,108 1,814,955 - -Deferred tax 15 - 326,666 221,111 - -Environmental rehabilitation provision 16 791,000 750,256 724,488 - -

791,000 1,832,030 2,760,554 - -

Current liabilitiesLoans from group companies 10 - - - - 695,074Loans from shareholders 17 41,697,585 16,268,171 2,927,911 41,697,585 16,268,171Finance lease obligation 14 - 1,055,647 964,784 - -Operating lease liability - 27,165 22,121 -Trade payables 19 4,115,460 7,714,078 7,328,047 2,021,066 6,076,309Other payables 18 11,751,261 13,632,995 8,081,763 - -

57,564,306 38,698,056 19,324,626 43,718,651 23,039,554

Total liabilities 58,355,306 40,530,086 22,085,180 43,718,651 23,039,554

Total equity and liabilities 50,077,337 52,998,376 90,889,331 106,962,417 93,495,326

STATEMENTS OF FINANCIAL POSITION at 31 August 2012


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Group CompanyFigures in Rand Notes 2012 2011 2012 2011

Other income 2,204,608 1,946 2,832 1,899,200Operating expenses (28,351,984) (54,495,996) (12,263,493) (13,215,972)

Operating loss 20 (26,147,376) (54,494,050) (12,260,661) (11,316,772)Investment revenue 47,977 267,715 43,979 267,715Fair value adjustments 21 126,367 (30,006) - -Impairment - investment in subsidiary 21 - - - (22,000,000)Finance costs 22 (1,993,869) (773,900) (1,889,300) (556,212)

Loss before taxation (27,966,901) (55,030,241) (14,105,982) (33,605,269)Taxation 23 326,666 (105,555) - -

Loss for the year (27,640,235) (55,135,796) (14,105,982) (33,605,269)

Other comprehensive income - - - -

Total comprehensive loss for the year (27,640,235) (55,135,796) (14,105,982) (33,605,269)

Loss attributable to:Equity holders of the parent (27,174,224) (54,062,694) (14,105,982) (33,605,269)Non-controlling interest (466,011) (1,073,102) - -

(27,640,235) (55,135,796) (14,105,982) (33,605,269)

Total comprehensive loss attributable to:Equity holders of the parent (27,174,224) (54,062,694) - -Non-controlling interest (466,011) (1,073,102) - -

(27,640,235) (55,135,796) - -

Earnings ratio’sLoss per share (cents) 35 (9.46) (19.00)Headline loss per share (cents) (8.71) (11.23)

STATEMENTS OF COMPREHENSIVE INCOME for the year ended 31 August 2012

Total attributable to Non- Stated Share Total Accumulated equity holders of controlling Total Figures in Rand capital premium capital loss the parent interest equity

GroupBalance at 01 September 2010 2,845,106 112,205,688 115,050,794 (45,383,629) 69,667,165 (863,014) 68,804,151Total comprehensive loss for the year - - - (54,062,694) (54,062,694) (1,073,102) (55,135,796)Business combinations - - - (1,383,882) (1,383,882) 183,817 (1,200,065)

Total changes - - - (55,446,576) (55,446,576) (889,285) (56,335,861)

Balance at 01 September 2011 2,845,106 112,205,688 115,050,794 (100,830,205) 14,220,589 (1,752,299) 12,468,290Total comprehensive loss for the year - - - (27,174,224) (27,174,224) (466,011) (27,640,235)Issue of shares 6,893,976 - 6,893,976 - 6,893,976 - 6,893,976Change to no par value shares 112,205,688 (112,205,688) - - - - -

Total changes 119,099,664 (112,205,688) 6,893,976 (27,174,224) (20,280,248) (466,011) (20,746,259)

Balance at 31 August 2012 121,944,770 - 121,944,770 (128,004,429) (6,059,659) (2,218,310) (8,277,969)

CompanyBalance at 01 September 2010 2,845,106 112,205,688 115,050,794 (10,989,753) 104,061,041 - 104,061,041

Total comprehensive loss for the year - - - (33,605,269) (33,605,269) - (33,605,269)

Total changes - - - (33,605,269) (33,605,269) - (33,605,269)

Balance at 01 September 2011 2,845,106 112,205,688 115,050,794 (44,595,022) 70,455,772 - 70,455,772

Total comprehensive loss for the year - - - (14,105,982) (14,105,982) - (14,105,982)Issue of shares 6,893,976 - 6,893,976 - 6,893,976 - 6,893,976Change to no par value shares 112,205,688 (112,205,688) - - - - -

Total changes 119,099,644 - 6,893,976 (14,105,982) (7,212,006) - (7,212,006)

Balance at 31 August 2012 121,944,770 - 121,944,770 (58,701,004) 63,243,766 - 63,243,766

Note 13 13 13

STATEMENTS OF CHANGES IN EQUITY at 31 August 2012


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Total attributable to Non- Stated Share Total Accumulated equity holders of controlling Total Figures in Rand capital premium capital loss the parent interest equity

GroupBalance at 01 September 2010 2,845,106 112,205,688 115,050,794 (45,383,629) 69,667,165 (863,014) 68,804,151Total comprehensive loss for the year - - - (54,062,694) (54,062,694) (1,073,102) (55,135,796)Business combinations - - - (1,383,882) (1,383,882) 183,817 (1,200,065)

Total changes - - - (55,446,576) (55,446,576) (889,285) (56,335,861)

Balance at 01 September 2011 2,845,106 112,205,688 115,050,794 (100,830,205) 14,220,589 (1,752,299) 12,468,290Total comprehensive loss for the year - - - (27,174,224) (27,174,224) (466,011) (27,640,235)Issue of shares 6,893,976 - 6,893,976 - 6,893,976 - 6,893,976Change to no par value shares 112,205,688 (112,205,688) - - - - -

Total changes 119,099,664 (112,205,688) 6,893,976 (27,174,224) (20,280,248) (466,011) (20,746,259)

Balance at 31 August 2012 121,944,770 - 121,944,770 (128,004,429) (6,059,659) (2,218,310) (8,277,969)

CompanyBalance at 01 September 2010 2,845,106 112,205,688 115,050,794 (10,989,753) 104,061,041 - 104,061,041

Total comprehensive loss for the year - - - (33,605,269) (33,605,269) - (33,605,269)

Total changes - - - (33,605,269) (33,605,269) - (33,605,269)

Balance at 01 September 2011 2,845,106 112,205,688 115,050,794 (44,595,022) 70,455,772 - 70,455,772

Total comprehensive loss for the year - - - (14,105,982) (14,105,982) - (14,105,982)Issue of shares 6,893,976 - 6,893,976 - 6,893,976 - 6,893,976Change to no par value shares 112,205,688 (112,205,688) - - - - -

Total changes 119,099,644 - 6,893,976 (14,105,982) (7,212,006) - (7,212,006)

Balance at 31 August 2012 121,944,770 - 121,944,770 (58,701,004) 63,243,766 - 63,243,766

Note 13 13 13

Group CompanyFigures in Rand Notes 2012 2011 2012 2011

Cash flows from operating activitiesCash used in operations 26 (31,214,043) (25,314,253) (16,138,015) (6,720,222)Interest income 47,977 267,715 43,979 267,715Finance costs (1,993,869) (340,552) (1,889,300) (556,212)

Net cash from operating activities (33,159,935) (25,387,090) (17,983,336) (7,008,719)

Cash flows from investing activitiesPurchase of property, plant and equipment (108,318) (6,223,064) - -Sale of property, plant and equipment 3,689,701 - - -Purchase of intangible assets 6 - (970,192) - -Sale of intangible assets 405,304 - - -Acquisition of business 27 - (1,200,000) - -Loans advanced to group companies - - (13,267,679) (28,378,750)Movement in restricted assets (758,132) - (1,096,515) -

Net cash from investing activities 3,228,555 (8,393,256) (14,364,194) (28,378,750)

Cash flows from financing activitiesProceeds from share issue 13 6,893,976 - 6,893,976 -Proceeds from shareholders loan 26,671,117 12,906,912 26,671,117 13,540,432Repayment of shareholders loan (1,241,703) - (1,241,703) -Finance lease payments (1,810,755) (968,984) - -

Net cash from financing activities 30,512,635 11,937,928 32,323,390 13,540,432

Total cash movement for the year 581,255 (21,842,418) (24,140) (21,847,037)

Cash and cash equivalents at the beginning of the year 2,710,866 24,553,284 2,692,612 24,539,649

Total cash and cash equivalents at end of the year 12 3,292,121 2,710,866 2,668,472 2,692,612

STATEMENTS OF CASH FLOWS for the year ended 31 August 2012


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1. Presentation of Financial StatementsThe Group audited annual results for the year ended 31 August 2012 have been prepared in accordance with the group’s accounting policies, which comply with International Financial Reporting Standards as well as the AC 500 standards as issued by the Accounting Practices Board, IAS34 - Interim Financial Reporting, the Listings Requirements of the JSE Ltd and the Companies Act of South Africa and are consistent with those of the previous period. They have been prepared under the supervision of the Group’s Finance Director, Carina de Beer CA(SA). All monetary information is presented in the functional currency of the Company being South African Rand. The Group’s principal accounting policies and assumptions have been applied consistently over the current and prior year.

1.1 Significant judgmentsIn preparing the financial statements, management is required to make judgments, estimates and assumptions that affect the amounts represented in the financial statements and related disclosures. Use of available information and the application of judgement are inherent in the formation of estimates. Actual results in the future could differ from these estimates which may be material to the financial statements. The estimates and underlying assumptions are reviewed on an on-going basis. Significant judgements include:

Fair value estimationThe fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid prices.

Impairment testingThe recoverable amounts of cash-generating units and individual assets have been determined based on the higher of value-in-use calculations and fair values less costs to sell. These calculations require the use of estimates and assumptions. It is reasonably possible that the assumption may change which may then impact our estimations and may then require a material adjustment to the carrying value of goodwill, intangible assets and tangible assets.

The Group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. In addition, the Group tests intangible assets with indefinite lives for impairment annually. Assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets and liabilities. If there are indications that impairment may have occurred, estimates are prepared of expected future cash flows for each Group of assets. Expected future cash flows used to determine the value in use of, tangible and intangible assets are inherently uncertain and could materially change over time. They are significantly affected by a number of factors including commodity prices and currency fluctuations, together with economic factors such as inflation and interest rates.

ACCOUNTING POLICIES

1.1 Significant judgments (continued)TaxationJudgment is required in determining the provision for income taxes due to the complexity of legislation. There are many transactions and calculations for which the ultimate tax determination is uncertain. During the ordinary course of business management assesses each matter individually and where necessary, consult on the matter.

Deferred Tax assetNo deferred tax asset was raised. In its judgement in the matter, management considered the period over which such asset would be recognised and concluded that recognition would not be appropriate.

Decommissioning and site rehabilitation estimatesProvision is made for the costs of decommissioning and site rehabilitation costs when the related environmental disturbance takes place. Provisions are recognised at the net present value of future expected costs, using market related risks adjusted for risks associated with these obligations, as outlined in Note 1.15.

The provision recognised represents management’s best estimate of the costs that will be incurred, but significant judgement is required as many of these costs will not crystallise until the end of the life of the mine. Estimates are reviewed annually and are based on current regulatory requirements and the estimated useful life of mines. Engineering and feasibility studies are undertaken periodically; however significant changes in the estimates of contamination, restoration standards and techniques will result in changes to provisions from period to period.

Rehabilitation expenditure is largely expected to take place at the end of the respective mine lives, which vary from three to four years.

1.2 Investments in subsidiariesGroup financial statementsThe Group financial statements include those of the holding Company and entities (including special purpose entities) controlled by the holding Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The results of the subsidiaries are included from the effective date of acquisition.

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies in order to benefit from the entity’s activities generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Consolidation ceases from the date that control ceases.

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, acquisition related costs are expensed. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. Goodwill is determined as the excess of the consideration transferred, any NCI acquired, measured either at fair value or at the proportionate share of NAV, and the acquisition date fair value of any previously held equity interest, over the NAV measured in terms of IFRS 3, of the subsidiary acquired. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the gain on bargain purchase is recognised directly in the statement of comprehensive income.

Inter-company transactions, balances and unrealised gains on transactions between Group Companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

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The Group applies a policy of treating transactions with non-controlling interest holders as transactions with equity holders of the Group. Disposals to non-controlling interest holders that do not result in the loss of control, result in gains and losses for the Group that are recorded directly in the statement of changes in equity. The difference between any consideration paid and the relevant share of the net asset value acquired from non controlling interest is recorded directly in the statement of changes in equity.

Upon the loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non- controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale financial asset depending on the level of influence retained.

Company financial statementsIn the Company’s separate financial statements, investments in subsidiaries are carried at cost less any accumulated impairment.

The cost of an investment in a subsidiary is the aggregate of:

• the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Company; plus

• any costs directly attributable to the purchase of the subsidiary.

An adjustment to the cost of a business combination contingent on future events is included in the cost of the combination if the adjustment is probable and can be measured reliably.

1.3 Investments in associatesGroup financial statementsAn associate is an entity over which the Group is in a position to exercise significant influence through participation in the financial and operating policy decisions of the entity, but which it does not control.

The results of associates are incorporated in the consolidated financial statements using the equity method of accounting, from the date that significant influence starts until the date that significant influence ends, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the Group’s share of the profits or losses of the investee after acquisition date.

Losses of an associate in excess of the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate) are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any impairment losses are deducted from the carrying amount of the investment in associates.

Distributions received from the associate reduce the carrying amount of the investment.

The excess of the Group’s interest of the net fair value of an associate’s identifiable assets, liabilities and contingent liabilities over the cost is accounted for as goodwill, and is included in the carrying amount of the associate and is assessed for impairment as part of the investment.

The Group’s share of its associates’ post acquisition profits or losses is recognised in the statement of comprehensive income, and its share of post-acquisition movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

1.3 Investments in associates (continued)Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.

Company financial statementsAn investment in an associate is carried at cost less any accumulated impairment.

1.4 Property, plant and equipmentThe cost of an item of property, plant and equipment is recognised as an asset when:

• it is probable that future economic benefits associated with the item will flow to the Group; and

• the cost of the item can be measured reliably.

Costs include costs incurred initially to acquire or construct an item of property, plant and equipment and substantial costs incurred subsequently to add to, replace part of, or service it. The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item when the cost is incurred, if it is probable that additional future economic benefits embodied within the item will flow to the Group and the cost of such an item can be measured reliably. Costs of the day-to-day servicing of property, plant and equipment are recognised in the statement of comprehensive income as an expense when incurred. If a replacement cost is recognised in the carrying amount of an item of plant and equipment, the carrying amount of the replaced part is derecognised.

Where items of property, plant and equipment have different useful lives they are depreciated separately on a component basis.

Property, plant and equipment excluding aircraft is carried at cost less accumulated depreciation and any impairment losses. These useful lives and residual values are assessed annually.

Depreciation is calculated on the straight-line method to write off the cost of each asset to its estimated residual value over its estimated useful life. The depreciation rates applicable to each category of property, plant and equipment are as follows:

Item Average useful life

Property, plant and machinery 5 years

Motor vehicles 5 years

Office equipment 5 years

IT equipment 3 years

Computer software 3 years

Aircraft 5 years

Mining property Life of Mine

Management considered these periods to be appropriate for the current and prior years.Aircraft is carried at revalued amount, being the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair value at the year end date.

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Any increase in an asset’s carrying amount, as a result of a revaluation, is credited directly to other comprehensive income in the revaluation reserve. The increase is recognised in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss.

Any decrease in an asset’s carrying amount, as a result of a revaluation, is debited directly to other comprehensive income in the revaluation reserve to the extent of any credit balance existing in the revaluation surplus in respect of that asset any excess decrease is recognised in profit or loss.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or cash-generating units are written down to their recoverable amount.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognised. The gain or loss arising from the derecognition of an item of property, plant and equipment is determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item.

Geological records are not depreciated as these are deemed to have an indefinite life.

1.5 Intangible assetsExploration and evaluation expenditureExploration and evaluation expenditure incurred prior to obtaining an exploration licence is recognised in profit or loss.

Exploration and evaluation expenditure is capitalised as an intangible asset if incurred after obtaining an exploration license. To the extent that a tangible asset is consumed in developing an intangible asset, the amount reflecting that consumption is part of the cost of the intangible asset.

Capitalised costs include costs directly related to exploration and evaluation activities in the relevant area of interest. General and administrative costs are allocated to an exploration or evaluation asset only to the extent that those costs can be related directly to operational activities in the relevant area of interest.

Capitalised exploration and evaluation expenditure is written off where the exploration licence expired or if the exploration and evaluation of the relevant area indicated no technical feasibility and commercial viability of extracting a mineral resource.

Identifiable exploration assets as part of a business combination are recognised as assets at their fair value, as determined by the requirements of IFRS 3 - Business Combinations. Exploration and evaluation expenditure incurred subsequent to the acquisition of an exploration asset in a business combination is accounted for in accordance with the policy outlined above.

All capitalised exploration and evaluation expenditure is assessed for impairment if facts and circumstances indicate that impairment may exist. Exploration and evaluation assets are also tested for impairment once commercial reserves are found, before the assets are transferred to capital work-in-progress.

1.5 Intangible assets (continued)No amortisation is recognised in respect of exploration and evaluation expenditure.

Mineral rightsMineral rights are carried at cost less any accumulated amortisation and any impairment losses.

Mineral rights acquired as part of a business combination are recognised as assets at their fair value, as determined by the requirements of IFRS 3 Business Combinations. Mineral rights acquired subsequent to a business combination are accounted for in accordance with the policy outlined above.

Amortisation is charged using the units-of-production method as soon as the production starts, with separate calculations being made for each area of interest. The units-of-production basis results in an amortisation charge proportional to the depletion of proved and probable reserves.

The carrying amounts of mineral rights are reviewed at each reporting date to determine whether there is any indication of impairment. If there is an indication that an asset may be impaired, the recoverable amount is determined and the carrying amount is adjusted accordingly.

Capital work‑in‑progressCapital work-in-progress incurred by or on behalf of the Group is accumulated separately for each area of interest in which economically recoverable resources have been identified. Capital work-in-progress comprises cost directly attributable to the construction of a mine and the related infrastructure. Once a development decision has been taken, the carrying amount of the exploration and evaluation expenditure in respect of the area of interest is aggregated with the capital work-in-progress and classified under intangible assets as “Capital work-in-progress”. Further capital work-in-progress incurred is either classified under intangible assets or property, plant and equipment depending on the nature of the expenditure. Capital work-in-progress is reclassified as a “mining property’’ at the end of the commissioning phase, when the mine is capable of operating in the manner intended by management

No amortisation is recognised in respect of capital work-in-progress until they are reclassified as “mining properties’’. Capital work-in-progress is tested for impairment in accordance with the policy in note 1.12.

1.6 Mining propertiesWhen further expenditure is incurred in respect of a mining property after the commencement of production, such expenditure is carried forward as part of the mining property when it is probable that additional future economic benefits associated with the expenditure will flow to the consolidated entity. Otherwise such expenditure is classified as a cost of production and is recognised in operating expenses in profit or loss.

Mining properties are classified under Property, plant and equipment.

Depreciation is charged using the units-of-production method, with separate calculations being made for each area of interest. The units-of-production basis results in a depreciation charge proportional to the depletion of proved and probable reserves. Mine properties are tested for impairment in accordance with the policy in note 1.12.

The useful life and residual value of the mining properties are reassessed at the reporting date.

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1.7 Financial instrumentsInitial recognitionThe Group classifies financial instruments, or their component parts, on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement.

Financial assets and financial liabilities are recognised on the Group’s statement of financial position when the Group becomes party to the contractual provisions of the instrument and are recognised initially at fair value. In the case of financial assets or liabilities not classified as at fair value through profit and loss, transaction costs that are directly attributable to the acquisition or issue of the financial instrument are added to the fair value.

A regular way purchase or sale of financial assets is recognised and de-recognised, as applicable, using trade date accounting. An asset that is subsequently measured at cost or amortised cost is recognised initially at its fair value on the trade date. With regards to assets carried at fair value, the change in fair value will be recognised in profit or loss or in equity as appropriate.

Subsequent measurement

After initial recognition financial assets are measured as follows:

• loans and receivables are measured at amortised cost using the effective interest method;

• cash and cash equivalents are measured at amortised cost; and

• financial assets at fair value through profit or loss and available-for-sale assets are measured at fair value.

After initial recognition financial liabilities are measured as follows:

• other financial liabilities are measured at amortised cost using the effective interest method.

Fair valueThe fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models making maximum use of market inputs and relying as little as possible on entity-specific inputs.

Effective interest methodThe effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income and expenses over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts and payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) over the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Income and expenses are recognised on an effective interest basis for debt instruments other than those financial assets and liabilities classified as at fair value through profit or loss.

Amortised costFor financial instruments carried at amortised cost, where the time value of money is not considered to be material, as the carrying value of the instruments approximate their fair values, no discounting is applied.

1.7 Financial instruments (continued)Gains and lossesA gain or loss arising from a change in the fair value of a financial asset or financial liability is recognised as follows:

• a gain or loss on a financial asset or financial liability classified as at fair value through profit and loss is recognised in profit or loss;

• with respect to financial assets and financial liabilities carried at amortised cost, a gain or loss is recognised in profit or loss when the financial asset or financial liability is de-recognised or impaired, and through the amortisation process.

Impairment of financial assetsAn impairment loss is the difference between the financial assets carrying amount and its recoverable amount and is recognised in profit or loss.

Financial assets are considered to be impaired if objective evidence indicates one or more events have had a negative effect on the estimated future cash flows of that asset.

Calculation of recoverable amountThe recoverable amount of the Group’s investments in receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial recognition of these financial assets).

Trade and other receivablesTrade receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest rate method. Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The allowance recognised is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.

The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the profit or loss within operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against operating expenses in the statement of comprehensive income.

Trade and other receivables are classified as loans and receivables.

Trade and other payablesTrade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.

Loans from shareholdersLoans from shareholders are recognised initially at fair value plus direct transaction costs. These are classified as financial liabilities measured at amortised cost.

Cash and cash equivalentsCash and cash equivalents comprise cash on hand and short-term negotiable securities, all of which are available for use by the Group, unless otherwise stated.

1.8 Borrowing costsBorrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

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Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.9 TaxCurrent tax assets and liabilitiesCurrent tax for current and prior periods is, to the extent unpaid, recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as an asset.

Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the year end date.

Deferred tax assets and liabilitiesDeferred taxation is provided using the liability method on all temporary differences between the carrying amounts for financial reporting purposes and the amounts used for taxation purposes, except for differences which do not affect accounting profit or loss, taxable profit or loss arising on a transaction other than a business combination, or arising on the initial recognition of goodwill.

A deferred tax asset is recognised for all deductible temporary differences arising from investments in subsidiaries and associates to the extent that it is probable that:

• the temporary difference will reverse in the foreseeable future; and

• taxable profit will be available against which the temporary difference can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the reporting date.

Tax expensesCurrent and deferred taxes are recognised as income or an expense and included in profit or loss for the period, except to the extent that the tax arises from:

• a transaction or event which is recognised, in the same or a different period, in other comprehensive income or directly in equity, or

• a business combination.

Current tax and deferred taxes are charged or credited directly to other comprehensive income or equity if the tax relates to items that are credited or charged, in the same or a different period, directly to other comprehensive income or equity.

1.10 LeasesA lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases.

Finance leases – lesseeFinance leases are recognised as assets and liabilities on the statement of financial position at amounts equal to the lower of the fair value of the leased property and the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

The discount rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the lease.

The lease payments are apportioned between the finance charge and reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of on the remaining balance of the liability.

1.10 Leases (continued)Operating leases – lesseeOperating lease payments are recognised as an expense on a straight-line basis over the lease term. The difference between the amounts recognised as an expense and the contractual payments are recognised as an operating lease asset or liability.

Any contingent rents are expensed in the period they are incurred.

1.11 RevenueRevenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable and represents the amounts receivable for goods and services provided in the normal course of business, net of trade discounts and volume rebates, and value added tax.

Interest is recognised, in profit or loss, using the effective interest rate method.

Dividends are recognised, in profit or loss, when the Group’s right to receive payment has been established.

1.12 Impairment of assetsThe Group assesses at each reporting date whether there is any indication that an asset may be impaired. If any such indication exists, the Group estimates the recoverable amount of the asset.

Irrespective of whether there is any indication of impairment, the Group also:

• tests intangible assets with an indefinite useful life or intangible assets not yet available for use for impairment annually by comparing its carrying amount with its recoverable amount. This impairment test is performed during the annual period and at the same time every period.

• tests goodwill acquired in a business combination for impairment annually.

If there is any indication that an asset may be impaired, the recoverable amount is estimated for the individual asset. If it is not possible to estimate the recoverable amount of the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined.

The recoverable amount of an asset or a cash-generating unit is the higher of its fair value less costs to sell and its value in use.

If the recoverable amount of an asset is less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. That reduction is an impairment loss.

An impairment loss of assets carried at cost less any accumulated depreciation or amortisation is recognised immediately in profit or loss. Any impairment loss of a revalued asset is treated as a revaluation decrease.

Goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination.

An impairment loss is recognised for cash-generating units if the recoverable amount of the unit is less than the carrying amount of the units. The impairment loss is allocated to reduce the carrying amount of the assets of the unit in the following order:

• first, to reduce the carrying amount of any goodwill allocated to the cash-generating unit and

• then, to the other assets of the unit, pro rata on the basis of the carrying amount of each asset in the unit.

ACCOUNTING POLICIES


73

An entity assesses at each reporting date whether there is any indication that an impairment loss recognised in prior periods for assets other than goodwill may no longer exist or may have decreased. If any such indication exists, the recoverable amounts of those assets are estimated.

The increased carrying amount of an asset other than goodwill attributable to a reversal of an impairment loss does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior periods.

A reversal of an impairment loss of assets carried at cost less accumulated depreciation or amortisation other than goodwill is recognised immediately in profit or loss. Any reversal of an impairment loss of a revalued asset is treated as a revaluation increase.

1.13 Commitments and contingenciesItems are classified as commitments where the Group commits itself contractually to future transactions. Contingencies are disclosed where the obligations depend on uncertain future events and the eventual obligations are underwritten by a subsidiary of the Group.

1.14 Share-based paymentsFor cash-settled share-based payments, a liability is recognised for the goods or services acquired, measured initially at the fair value of the liability. The Group operates a share appreciation right scheme which is recognised at fair value in the statement of financial position over the vesting period up to and including settlement date with a corresponding charge to profit or loss. The liability is re-measured at each reporting date, using the Black Scholes model to reflect the revised fair value adjusted for changes in assumptions including managements estimate of the number of rights that will ultimately vest. Changes in the fair value are recognised in profit or loss.

1.15 Decommissioning and site rehabilitationAn obligation to incur decommissioning and site rehabilitation costs occurs when environmental disturbance is caused by exploration, evaluation, development or on-going production. Costs are estimated on the basis of a formal closure plan and are subject to regular review.

Decommissioning and site rehabilitation costs arising from the installation of plant and other site preparation work, discounted to their net present value, are provided when the obligation to incur such costs arises and are capitalised into the cost of the related asset. These costs are charged against profits through depreciation of the asset and unwinding of the discount on the provision. Depreciation is included in operating expenses while the unwinding of the discount is included as a financing cost. Changes in the measurement of a liability relating to the decommissioning or site rehabilitation of plant and other site preparation work are added to, or deducted from, the cost of capital work in progress.

The costs for the restoration of site damage, which arises during production, are provided at their net present values and charged against operating profits 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 assessment of the time value of money and the risks specific to the obligation.

1.16 Related parties - Group CompaniesAll the intergroup transactions are conducted at arm’s length between the Company and its subsidiaries.

ACCOUNTING POLICIES

1.17 Share capital and equityShare capital issued by the Company is recorded as the proceeds received, net of direct issue costs. Ordinary shares are classified as equity and any dividends are discretionary. Dividends are recognised as distributions within equity in the period in which they are declared.

1.18 Segment reportingThe Group discloses its operating segments according to the entity components regularly reviewed by the Executive Committee. The components comprise of exploration divisions in the various key product lines, being coal, diamonds, gold, base metals and industrial minerals and other, representing Group services.

Segment information is prepared in conformity with the measure that is reported to the Executive Committee. These values have been reconciled to the consolidated financial statements. The measure reported by the Group is in accordance with the accounting policies adopted for preparing and presenting the consolidated financial statements.

Segment operating expenses comprise all operating expenses of the different reportable segments and are either directly attributable to the reportable segment, or can be allocated to the reportable segment on a reasonable basis.

The segment assets and liabilities comprise all assets and liabilities of the different segments that are employed by the reportable segments and are either directly attributable to the reportable segments, or can be allocated to the reportable segment on a reasonable basis.

1.19 Employee benefitsShort-term employee benefits

The cost of short term employee benefits (those payable within twelve months after the service is rendered, such as paid vacation leave and sick leave, bonuses, and non-monetary benefits such as medical care) are recognised in the period in which the service is rendered and are not discounted.

The expected cost of compensated absences is recognised as an expense as the employees render services that increase their entitlement or, in the case of non-accumulating absences, when the absence occurs.

The expected cost of profit sharing and bonus payment is recognised as an expense when there is a legal or constructive obligation to make such payments as a result of past performance.


75NOTES TO THE FINANCIAL STATEMENTS

2. Adoption of new and revised International Financial Reporting Standards (IFRS)Standards in issue not yet effective which Miranda has decided not to early adopt.

Standard Details of AmendmentAnnual periods

beginning on or after

IFRS 12 Disclosure of Interests in Other Entities

• New and comprehensive standard on disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles

1 January 2013

• Amendments to the transition guidance of IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, this limiting the requirements to provide adjusted comparative information.

1 January 2013

• New disclosures required for Investment Entities (as defined in IFRS 10).

1 January 2013

IFRS 13 Fair Value Measurement

• New guidance on fair value measurement and disclosure requirements

1 January 2013

IAS 1: Presentation of Financial Statements

• New requirements to group together items within OCI that may be reclassified to the profit or loss section of the income statement in order to facilitate the assessment of their impact on the overall performance of an entity.

1 July 2012

• Annual Improvements 2009-2011 Cycle amendments clarifying the requirements for comparative information including minimum and additional comparative information required.

1 January 2013

IAS 16: Property, Plant and Equipment

• Annual Improvements 2009-2011 Cycle amendments to the recognition and classification of servicing equipment.

1 January 2013

IAS 27: Consolidated and separate financial statements

• Consequential amendments resulting from the issue of IFRS 10,11 and 12

1 January 2013

• Requirement to account for interests in ‘Investment Entities’ at fair value under IFRS 9, Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement, in the separate financial statements of a paretn

1 January 2014



IAS 28: Investments in Associates

• Consequential amendments resulting from the issue of IFRS 10,11 and 12

1 January 2013

IAS 32: Financial Instruments: Presentation

• Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set off in accordance with the accounting standards followed, and the net related credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity’s rights and obligations.

1 January 2013

• Annual Improvements 2009-2011 Cycle amendments to clarify the tax effect of distribution to holders of equity instruments.

1 January 2013

IAS 34: Interim Financial Reporting

• Annual Improvements 2009-2011 Cycle amendments to improve the disclosures for interim financial reporting and segment information for total assets and liabilities

1 January 2013

IFRS 7: Financial Instruments: Disclosures

• Amendments require entities to disclose gross amounts subject to rights of set-off, amounts set off in accordance with the accounting standards followed, and the related net credit exposure. This information will help investors understand the extent to which an entity has set off in its balance sheet and the effects of rights of set-off on the entity’s rights and obligations.

1 January 2013

IFRS 9: Financial Instruments

• New standard that forms the first part of a three part project to replace IAS 39 Financial Instruments: Recognition and Measurement

1 January 2015

NOTES TO THE FINANCIAL STATEMENTS


77



IFRS 10 Consolidated Financial Statements

• New standard that replaces the consolidation requirements in SIC-12 Consolidation—Special Purpose Entities and IAS 27 Consolidated and Separate Financial Statements. Standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent Company and provides additional guidance to assist in the determination of control where this is difficult to assess

1 January 2013


1 January 2013

• IFRS 10 exception to the principle that all subsidiaries must be consolidated. Entities meeting the definition of ‘Investment Entities’ must be accounting for at fair value under IFRS 9, Financial Instruments, or IAS 39, Financial Instruments: Recognition and Measurement.

1 January 2014

IFRS 11 Joint Arrangements

• New standard that deals with the accounting for joint arrangements and focuses on the rights and obligations of the arrangement, rather than its legal form. Standard requires a single method for accounting for interests in jointly controlled entities

1 January 2013


1 January 2013

InterpretationsAnnual periods


IFRIC 20: Stripping costs in the Production Phase of a Surface Mine 1 January 2013

The directors anticipate that the adoption of these Standards and Interpretations will have no material financial impact on the results of the Company in future periods, except for some additional and amended disclosures and terminology.

2. Adoption of new and revised International Financial Reporting Standards (IFRS) (continued)In the current year, the Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (“IASB”) and the International Financial Reporting Interpretations Committee of the IASB that are relevant to its operations.



IFRS 3: Business Combinations

• Amendments to transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised IFRS

1 January 2011

• Clarification of the measurement of non-controlling interests

1 January 2011

• Additional guidance provided on un-replaced and voluntarily replaced share-based payment awards

1 January 2011

IFRS 7: Financial Instruments: Disclosures

• Amendment clarifies the intended interaction between qualitative and quantitative disclosures of the nature and extent of risks arising from financial instruments and removed some disclosure items which were seen to be superfluous or misleading.

1 January 2011

• Amendments require additional disclosure on transfer transactions of financial assets, including the possible effects of any residual risks that the transferring entity retains. The amendments also require additional disclosures if a disproportionate amount of transfer transactions are undertaken around the end of a reporting period.

1 July 2011

IAS 1: Presentation of Financial Statements

• Clarification of statement of changes in equity 1 January 2011

IAS 24: Related Party Disclosure

• Simplification of the disclosure requirements for government related entities

• Clarification of the definition of related party

1 January 2011

The adoption of these new and revised accounting standards had no significant effect on the financial results of the Group for the year ended 31 August 2012 or the financial position of the Group as at that date.



79

3. Financial assets by categoryThe accounting policies for financial instruments have been applied to the line items below:

Fair value Loans and through Figures in Rands receivables profit or loss Total

Group - 2012Trade and other receivables 910,904 - 910,904Cash and cash equivalents 3,292,121 - 3,292,121

4,203,025 - 4,203,025

Group - 2011Trade and other receivables 529,035 - 529,035Cash and cash equivalents 2,710,866 - 2,710,866

3,239,901 - 3,239,901

Company - 2012Loans to group companies 93,845,026 - 93,845,026Cash and cash equivalents 2,668,472 - 2,668,472

96,513,498 - 96,513,498

Company - 2011Loans to group companies 81,272,423 - 81,272,423Trade and other receivables 99,997 - 99,997Cash and cash equivalents 2,692,611 - 2,692,611

84,065,031 - 84,065,031

4. Financial liabilities by categoryThe accounting policies for financial instruments have been applied to the line items below:

Financial liabilities at amortised cost Total

Group - 2012Loans from shareholders 41,697,585 41,697,585Trade and other payables 10,552,720 10,552,720

52,250,305 52,250,305

Group - 2011Loans from shareholders 16,268,171 16,268,171Trade and other payables 14,967,696 14,967,696Finance lease obligation 1,810,755 1,810,755

33,046,622 33,046,622

Company - 2012Loans from shareholders 41,697,585 41,697,585Trade and other payables 2,021,066 2,021,066

43,718,651 43,718,651

Company - 2011Loans from group companies 695,074 695,074Loans from shareholders 16,268,171 16,268,171Trade and other payables 6,076,309 6,076,309

23,039,554 23,039,554



81

5. Property, plant and equipment

2011 2012 Restated Cost / Accumulated Carrying Cost / Accumulated Carrying Valuation depreciation value Valuation depreciation value

GroupPlant and machinery 13,039 (7,302) 5,737 18,039 (6,749) 11,290Motor vehicles 141,437 (104,624) 36,813 249,437 (151,095) 98,342Office equipment 379,049 (258,266) 120,783 329,122 (160,839) 168,283IT equipment 136,233 (91,042) 45,191 97,853 (62,680) 35,173Computer software 11,119 (11,114) 5 2,368 (45) 2,323Geological records 200,000 - 200,000 200,000 - 200,000Aircraft - - - 7,539,669 (4,938,714) 2,600,955Mining property 16,635,531 - 16,635,531 16,594,787 - 16,594,787

Total 17,516,408 (472,348) 17,044,060 25,031,275 (5,320,122) 19,711,153

2010 Restated Cost / Accumulated Carrying Valuation depreciation value

GroupPlant and machinery 18,039 (3,141) 14,898Motor vehicles 249,437 (94,358) 155,079Office equipment 344,903 (142,703) 202,200IT equipment 82,865 (60,419) 22,446Computer software 2,500 (2,499) 1Geological records 200,000 - 200,000Aircraft 7,539,669 (3,430,780) 4,108,889Mining property 10,389,280 - 10,389,280

Total 18,826,693 (3,733,900) 15,092,793

Refer to note 32 regarding the effects of the prior year restatement.

5. Property, plant and equipment (continued)

Opening balance Additions Disposals Depreciation Total

Reconciliation of property, plant and equipment - Group - 2012Plant and machinery 11,290 - - (5,553) 5,737Motor vehicles 98,342 - - (61,529) 36,813Office equipment 168,283 - - (47,500) 120,783IT equipment 35,173 108,318 - (98,300) 45,191Computer software 2,323 - - (2,318) 5Geological records 200,000 - - - 200,000Aircraft 2,600,955 - (1,723,387) (877,568) -Mining property 16,594,787 40,744 - - 16,635,531

19,711,153 149,062 (1,723,387) (1,092,768) 17,044,060

Opening balance Additions Transfers Depreciation Total

Reconciliation of property, plant and equipment - Group - 2011Plant and machinery 14,898 1 - (3,609) 11,290Motor vehicles 155,079 - - (56,737) 98,342Office equipment 202,200 23,280 - (57,197) 168,283IT equipment 22,446 31,039 - (18,312) 35,173Computer software 1 2,367 - (45) 2,323Geological records 200,000 - - - 200,000Aircraft 4,108,889 - - (1,507,934) 2,600,955Mining property 10,389,280 6,192,146 13,361 - 16,594,787

15,092,793 6,248,833 13,361 (1,643,834) 19,711,153

Impair- Opening ment balance Additions Revaluations Depreciation loss Total

Reconciliation of property, plant and equipment - Group - 2010Plant and machinery 4,944 13,039 - (3,085) - 14,898Motor vehicles 206,851 4,737 - (56,509) - 155,079Office equipment 211,884 42,509 - (52,193) - 202,200IT equipment 33,253 12,826 - (23,633) - 22,446Computer software 1 - - - - 1Geological records 200,000 - - - - 200,000Aircraft 8,500,000 - (2,088,810) (2,265,694) (36,607) 4,108,889Mining property - 8,940,304 - - - 10,389,280

9,156,933 9,013,415 (2,088,810) (2,401,114) (36,607) 15,092,793



83

Assets subject to finance lease (net carrying amount)

Group CompanyFigures in Rand 2012 2012 2011 2010 2012 2011 2010

Aircraft - 2,600,955 4,108,889 - - -

The effective date of the revaluations was 31 August 2010. Revaluations were performed by independent valuer, Mr P Leaker of Aircraft Assessing Company (Pty) Ltd. Aircraft Assessing Company (Pty) Ltd is not connected to the Group.

This valuation was calculated on the basis of physical inspection of the aircraft and available maintenance records used in conjunction with the Helivalues pride guide, Aircraft Blue Book Price Digest, NAAA e-valuator and internet research.

The carrying value of the revalued assets under the cost model would have been:

Aircraft - 2,600,955 4,108,889 - - -

6. Intangible assets

Accumulated Accumulated 2011 amortisation 2012 amortisation Restated and Carrying and Carrying Cost impairment value Cost impairment value

GroupMineral rights 31,240,407 (22,000,000) 9,240,407 31,240,407 (22,000,000) 9,240,407Capital work-in-progress 3,919,720 - 3,919,720 3,919,720 - 3,919,720Exploration and evaluation asset 11,440,792 - 11,440,792 11,666,881 - 11,666,881

Total 46,600,919 (22,000,000) 24,600,919 46,827,008 (22,000,000) 24,827,008

Accumulated 2010 amortisation Restated and Carrying Cost impairment value

GroupMineral rights 31,240,407 - 31,240,407Capital work-in-progress 3,933,081 - 3,933,081Exploration and evaluation asset 10,696,689 - 10,696,689

Total 45,870,177 - 45,870,177

Opening balance Disposals Total

Reconciliation of intangible assets - Group - 2012Mineral rights 9,240,407 - 9,240,407Capital work-in-progress 3,919,720 - 3,919,720Exploration and evaluation asset 11,666,881 (226,089) 11,440,792

24,827,008 (226,089) 24,600,919

6. Intangible assets (continued)

Opening Impairment balance Additions Transfers loss Total

Reconciliation of intangible assets - Group - 2011Mineral rights 31,240,407 - - (22,000,000) 9,240,407Capital work-in-progress 3,933,081 - (13,361) - 3,919,720Exploration and evaluation asset 10,696,689 970,192 - - 11,666,881

45,870,177 970,192 (13,361) (22,000,000) 24,827,008

Opening balance Additions Total

Reconciliation of intangible assets - Group - 2010Mineral rights 31,240,407 - 31,240,407Capital work-in-progress 2,320,430 1,612,651 3,933,081Exploration and evaluation asset 7,450,183 3,246,506 10,696,689

41,011,020 4,859,157 45,870,177

Refer to note 32 regarding the effects of the prior year restatements.

7. Investments in subsidiaries - Company

Net loss/ % % Carrying Carrying (profit) Net loss holding holding amount amount after tax after tax 2012 2011 2012 2011 2012 2011

Held by Miranda Mineral Holdings LtdMiranda Coal (Pty) Ltd 100% 100% 8,100,000 8,100,000 5,672,938 7,047,524Miranda Minerals (Pty) Ltd 100% 100% 615,561 615,561 (102,287) 5,439,871Molebogeng Mining Investments (Pty) Ltd 100% 100% 100 100 - -Naledi Mining Solutions (Pty) Ltd 70% 70% 70 70 - -Miranda Support Services (Pty) Ltd 100% 100% 100 100 6,259,874 5,250,479

8,715,831 8,715,831

The carrying amounts of subsidiaries are shown net of impairment losses.All subsdiaries are incorporated in South Africa and share the year end of the Group.



85

8. Investments in associates - Group

% % Carrying Carrying Fair Fair Listed / holding holding amount amount value value Unlisted 2012 2011 2012 2011 2012 2011

Held by Miranda Coal (Pty) Ltd Central Lake Trading (Pty) Ltd Unlisted 40.00% 40.00% 40 40 40 40

40 40 40 40

The carrying amounts of Associates are shown net of impairment losses.

The associate is dormant.

9. Restricted assets

Group CompanyFigures in Rand 2012 2011 2012 2011

Environmental insurance policy 2,225,680 2,437,696 - -Guarantees 1,096,515 - 1,096,515 -

3,322,195 2,437,696 1,096,515 -

Non-current assetsAt fair value through loss or loss - designated - 2,437,696 - -

Current assetsAt fair value through profit or loss 3,322,195 - 1,096,515 -

3,322,195 2,437,696 1,096,515 -

Environmental insurance policy pledged as collateral for Environmental rehabilitation liability note 16. Subsequent to year end, the Company has obtained a guarantee facility from Guardrisk Tailored Risk Solutions. The Company is in the process of reducing its exposure to the DMR to reflect current liabilities for rehabilitation to improve the Group’s cash position.

10. Loans to (from) Group Companies


SubsidiariesMiranda Coal (Pty) Ltd 53,441,317 47,888,317Miranda Minerals (Pty) Ltd 33,598,429 33,370,818Molebogeng Mining Investments (Pty) Ltd 7,054 7,054Naledi Mining Solutions (Pty) Ltd 6,234 6,234Miranda Support Services (Pty) Ltd 6,791,992 (695,074)

93,845,026 80,577,349

The Company has no intention to recall the loans during the next 12 months. All the loans are subordinated to the ultimate holding Company of each subsidiary.

Non-current assets 93,845,026 -Current assets - 81,272,423Current liabilities - (695,074)

93,845,026 80,577,349

Fair value of loans to and from Group CompaniesLoans to group companies 93,845,026 81,272,423Loans from group companies - (695,074)

11. Trade and other receivablesTrade receivables 31,551 99,996 - 99,997Prepayments 43,637 - 43,635 -Deposits 256,237 95,600 - -Value added taxation 863,461 2,783,832 592,938 714,464Sundry receivables 623,116 332,185 - -

1,818,002 3,311,613 636,573 814,461

12. Cash and cash equivalentsCash and cash equivalents consist of:Cash on hand 5,500 - - -Bank balances 3,286,621 1,580,727 2,668,472 1,562,472Short-term deposits - 1,130,139 - 1,130,139

3,292,121 2,710,866 2,668,472 2,692,611



87

13. Stated capital


Authorised400,000,000 Ordinary shares of no par value (2011: 400,000,000 ordinaryshares of R0,01 each) 4,000,000 4,000,000 4,000,000 4,000,000

Reconciliation of number of shares issued:Opening balance 284,510,568 284,510,568 284,510,568 284,510,568Issue of shares – ordinary shares 42,676,585 - 42,676,585 -

327,187,153 284,510,568 327,187,153 284,510,568

The unissued ordinary shares are under the control of the directors in terms of a resolution of members passed at the last annual general meeting.

This authority remains in force until the next annual general meeting.

IssuedOrdinary 121,944,770 2,845,106 121,944,770 2,845,106Share premium - 112,205,688 - 112,205,688

121,944,770 115,050,794 121,944,770 115,050,794

14. Finance lease obligation


Minimum lease payments due - within one year - 1,169,064 - - - in second to fifth year inclusive - 779,375 - -

- 1,948,439 - -

less: future finance charges - (137,684) - -

Present value of minimum lease payments - 1,810,755 - -

Present value of minimum lease payments due - within one year - 1,055,647 - - - in second to fifth year inclusive - 755,108 - -

- 1,810,755 - -

Non-current liabilities - 755,108 - -Current liabilities - 1,055,647 - -

- 1,810,755 - -

The average lease term was 5 years and the average effective borrowing rate was 9%.

Interest rates were linked to prime at the contract dates. All leases had fixed repayments and no arrangements had been entered into for contingent rent.

15. Deferred tax


Deferred tax liabilityRevaluation, net of related depreciation - (326,666) - -

Reconciliation of deferred tax liabilityAt beginning of the year (326,666) (221,111) - -Originating and revising temporary differences through profit and loss 326,666 (105,555) - -

- (326,666) - -

Recognition of deferred tax assetNo deferred tax asset has been raised for incurred losses incurred as no project has reached the production phase and the timing of future taxable income is not yet probable.



89

16. Environmental rehabilitation provisionThe environmental provision is based on management’s best estimate of all known obligations. It is, however, reasonable to expect changes in the ultimate rehabilitation costs as a result of changes in regulations or cost estimates. Cost estimates are not reduced for potential proceeds from the sale of assets and from future clean-up in view of the uncertainty in estimating those proceeds. Other environmental liabilities not directly relating to rehabilitation are expensed as incurred. The expected timing of any resulting outflows of economic benefits is between 3 and 4 years from period end date. The rate applied to discount the estimated future cash flows was 5.51%. The liability is secured by guarantees from Guardrisk Ltd of R2.2 million.

17. Loans from shareholders


Global PS Telecom Investments - 13,703,615 - 13,703,615P Cook - - - -AR Thompson - - - -MD Cook - - - -RJ Nel - - - -Yakani Resources (Pty) Ltd 2,805,129 2,564,556 2,805,129 2,564,556Incubex Minerals Ltd 38,892,456 - 38,892,456 -

41,697,585 16,268,171 41,697,585 16,268,171

The loans are unsecured and bear interest at prime interest rate.

On Friday 9 November 2012 Miranda reached agreement with Incubex in terms of which existing debt will be converted into shares. Incubex agreed to the conversion of their full outstanding debt amounting to R38.9 million into equity. The price at which the outstanding loans will be converted is 18.16 cents resulting in 214 165 508 new Miranda shares to be issued in terms of a specific issue of shares.

On Friday, 9 November 2012, Miranda signed a convertible loan agreement with Satiolor Proprietary Ltd for a loan of R2, 5 million in order to settle part of a claim against the Company by Yakani.

The above mentioned conversions were approved by shareholders in general meeting on 15 January 2013.

18. Other payablesSSMSAs previously reported, the arbitration proceedings between SSMS, regarding outstanding amounts and claims in respect of a mining contract with SSMS, remain on hold pending the outcome of settlement negotiations. The parties are currently in the process of negotiating a settlement. R7 million has been accrued for in the year end results and is included in other payables. (2011: R7 million)

SARSIncluded in other payables is an amount of R4.8 million claimed by the South African Revenue Services (“SARS”) in relation to PAYE that was not deducted by the Company and paid over to SARS. The Group’s legal counsel is of the view that Miranda has a strong case to succeed with its objection to the claim. (2011: R4.8 million)

19. Trade payables


Trade payables and accruals 4,115,460 7,714,078 2,021,066 6,076,309

20. Operating lossRemuneration, other than to employees, for:

Administration fees paid 6,899,631 2,217,600 6,899,631 1,677,500Secretarial services 255,061 204,402 255,061 -Consulting and professional fees 1,326,047 5,414,524 157,369 1,418,389Legal fees 2,347,620 3,153,520 - 685,472

10,828,359 10,990,046 7,312,061 3,781,361

Operating lease chargesPremises• straight lined 919,313 969,458 - -

Profit on sale of property, plant and equipment (1,966,314) - - -Impairment on intangible assets - 22,000,000 - -Loss on exchange differences (2,832) - (2,832) -Depreciation on property, plant and equipment 1,092,768 1,643,834 - -Employee costs 5,924,814 8,426,632 1,407,645 50,000 Profit on sale of prospecting right (179,211) - - -

21. Fair value adjustmentsImpairment - investment in subsidiaries - - - (22,000,000)Restricted assets 126,367 (30,006) - -

126,367 (30,006) - (22,000,000)

22. Finance costsShareholders 1,889,300 556,212 1,889,300 556,212Bank 108 408 - -Finance leases 104,461 217,280 - -

1,993,869 773,900 1,889,300 556,212



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23. Taxation


Major components of the tax (income) expense

Deferred tax

Originating and reversing temporary differences (326,666) 105,555 - -

Estimated deductible temporary differences, unused tax losses and unused tax credits for which no deferred tax asset has been recognised 141,036,197 114,184,160 58,701,004 44,595,022

There has been no current taxation expense in 2012 as the entity is in a tax loss position.

24. Auditors’ remuneration

Fees 1,092,475 1,234,567 1,092,475 1,234,567

25. Share appreciation rightsShare appreciation rights are treated as a cash settled share - based payment scheme. The purpose of the Scheme is to incentivise executive, qualifying non-executive directors, employees of the Group and other persons involved in the business of the Group and who contribute to the growth of the Group, as approved by the Remuneration Committee, by offering such persons a conditional right to receive an award equal to the increase in value of the number of notional shares comprised in each tranche over the respective conditionality periods applicable to each such tranche, which award is to be settled in cash and is to be obligatorily applied towards the subscription and/or purchase of shares.

ParticipantsAny eligible employee or eligible contractor may be selected by the Remuneration Committee, acting on the recommendation of the employer or contracting Company from time to time, to be a participant. Eligible employees include employees, executive directors or qualifying non-executive directors of a participating Company. Each tranche must be offered conditional upon the Remuneration Committee determining that the participant had been employed or contracted by a member of the Group for the whole of the conditionality period applicable to that tranche.

Scheme limitsThe number of notional shares which may be issued under the scheme, on or after the date of approval of the scheme by the shareholders of the Company in general meeting, must not exceed 15,000,000 ordinary shares in the capital of the Company, other than with prior shareholder approval.

Individual limitsThe number of notional shares which may be issued and/or transferred under the scheme to any participant, on or after the date of approval of the Scheme by shareholders of the Company in a general meeting, must not exceed 3,000,000 ordinary shares in the capital of the Company, other than with prior shareholder approval.

25. Share appreciation rights (continued)Summary of notional shares allocated:

Total Tranche 1 Tranche 2 Tranche 3

Notional share allocation 1 (2009)Offer price(cps) - 84.2 Offer date 2009/08/28Measurement date 2010/07/31 2011/07/31 2012/07/31Measurement date price(cps) 60.0 35.0 N/A

Number allocated 28,999,300 9,666,200 9,666,200 9,666,200

Notional share allocation 2 (2010)Offer price(cps) - 63.1 Offer date 2010/08/24Measurement date 2011/07/31 2012/07/31 2013/07/31Measurement date price(cps) 35.0 N/A N/A

Number allocated 29,999,500 9,999,400 9,999,400 10,000,700

Group 2012 Group 2011

Reconciliation of notional shares allocated:Opening Balance 29,667,000 49,332,600Allocated - -Expired/exercise (19,666,300) (19,665,600)

Closing balance 10,000,700 29,667,000

Notional share allocation 1 - 9,666,900Notional share allocation 2 10,000,700 20,000,100

10,000,700 29,667,000

Notional shares allocated to directors:RJ NelOpening Balance 9,160,633 15,317,200Allocated - -Expired/exercised (6,126,567) (6,126,567)

Closing balance 3,034,066 9,190,633

RemunerationNotional share allocation 1Tranche 1 - 2010/07/31 - -Tranche 2 - 2011/07/31 - -Tranche 3 - 2012/07/31 - -Notional share allocation 2Tranche 1 - 2011/07/31 - -Tranche 2 - 2012/07/31 - -

- -



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Group 2012 Group 2011

Estate - AR ThompsonOpening Balance 5,404,811 9,008,000Allocated - -Expired/exercised (3,603,189) (3,603,189)


RemunerationNotional share allocationTranche 1 - 2010/07/31 - -Tranche 2 - 2011/07/31 - -Tranche 3 - 2012/07/31 - -

Notional share allocation 2Tranche 1 - 2011/07/31 - -Tranche 2 - 2012/07/31 - -

- -

MD CookOpening Balance 5,404,811 9,008,000Allocated - -Expired/exercised (3,603,189) (3,603,189)


RemunerationNotional share allocationTranche 1 - 2010/07/31 - -Tranche 2 - 2011/07/31 - -Tranche 3 - 2012/07/31 - -Notional share allocation 2Tranche 1 - 2011/07/31 - -Tranche 2 - 2012/07/31 - -

- -

NA NelOpening Balance 2,195,966 3,630,900Allocated - -Expired/exercise (1,434,934) (1,434,934)

Closing balance 761,032 2,195,966

RemunerationNotional share allocationTranche 1 - 2010/07/31 - -Tranche 2 - 2011/07/31 - -Tranche 3 - 2012/07/31 - -Notional share allocation 2Tranche 1 - 2011/07/31 - -Tranche 2 - 2012/07/31 - -

- -

26. Cash used in operations


Loss before taxation (27,966,901) (55,030,241) (14,105,982) (33,605,269)Adjustments for:Depreciation 1,092,768 1,643,834 - -Profit on sale of property, plant and equipment (1,966,314) - - -Profit on disposal of mineral rights (179,211) - - -Interest received (47,977) (267,715) (43,979) (267,715)Finance costs 1,993,869 773,900 1,889,300 556,212Fair value adjustments (126,367) 30,006 - -Impairment loss - 22,000,000 - 22,000,000Movements in operating lease assets and accruals (27,165) 5,044 - -Changes in working capital:Trade and other receivables 1,493,608 (406,346) 177,889 (261,775)Trade and other payables (5,480,353) 5,937,265 (4,055,243) 4,858,323

(31,214,043) (25,314,253) (16,138,015) (6,720,222)

27. Acquisition of businessFair value of assets acquiredOutside shareholders - (183,818) - -Total net assets acquired - (183,818) - -

Net assets acquired - (183,818) - -

Surplus recognised directly in equity - 1,383,878 - -

- 1,200,060 - -

Consideration paidCash - (1,200,000) - -Loan account - (60) - -

- (1,200,060) - -

Net cash outflow on acquisitionCash consideration paid - (1,200,000) - -

28. CommitmentsOperating leases – as lessee (expense)Operating lease payments represent rentals payable by the Group for certain of its office properties. Leases are negotiated on a year by year basis. No contingent rent is payable. Sub leases are prohibited.

The operating lease expired at 28 February 2013 and is currently being re-negotiated. The amount was R31,800,00 per month.



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29. Contingent liabilitiesManagement applies its judgment to the probabilities and advice it receives from its advisers in assessing if an obligation is probable, more likely than not or remote.

At year end the Group had a possible claim by Stefanutti Stocks Mining Services for damages in an amount of R70 million. Sesikhona Kliprand Colliery (Proprietary) Ltd has instituted a counter claim for damages for R10.6 million. The parties have however, subsequent to year end, agreed a final settlement as defined in note 37.

An off-take agreement concluded in December 2011 by the former CEO of Miranda (refer Audit Report – Reportable Irregularity), is being disputed by Miranda and its subsidiaries (Miranda Coal (Pty) Limited and Sesikhona Klipbrand Colliery (Pty) Limited). The third party is demanding performance under the agreement and has applied for an interim interdict to stop Miranda from delivering coal from the Sesikhona mine (owned by a Miranda subsidiary) to any other off-taker/ potential off taker. The matter was heard in the Pietermaritzburg High Court on 4 March 2013. Judgment is expected to be delivered shortly.

30. Related partiesRelationships as at reporting dateSubsidiaries Refer to note 7Associates Refer to note 8Shareholders with significant influence Yakani Resources (Pty) Ltd Incubex Minerals LtdEntity of which the directors are also directors of that Company Investment Facility Company 44 (Pty) Ltd - RJ Nel


Related party balancesLoan accounts - Owing to related parties Incubex Minerals Ltd 38,892,456 - 38,892,456 -Global PS Telecom Investments - 13,305,456 - 13,305,456Yakani Resources (Pty) Ltd 2,805,129 2,529,367 2,805,129 2,529,367

Related party transactions

Interest paid- Incubex Minerals Ltd 865,749 - 865,749 -- Global PS Telecom Investments 782,978 398,159 782,978 398,159- Yakani Resources (Pty) Ltd 240,573 35,189 240,573 35,189

Administration fees paid- Incubex Minerals Ltd 4,002,131 - 4,002,131 -- Global PS Telecom Investments 2,897,500 - 2,897,500 -- Investment Facility Company 44 (Pty) Ltd - 247,600 - -

Capital raising fees paid- Incubex Minerals Ltd 240,573 - 240,573 -

31. Directors’ emoluments

Gain on Pension paid Compensation exercise Emoluments or receivable for loss of office of options Total

Executive directors 2012N A Nel 55,440 - - - 55,440A Johnson 297,250 - - - 297,250E Johnson 150,000 - - - 150,000M-A vd Merwe 331,077 - - - 331,077

833,767 - - - 833,767

2011Investment Facility Company 44 (Pty) Ltd* RJ Nel 2,217,600 - - - 2,217,600MD Cook 901,824 - - - 901,824NA Nel 458,304 - - - 458,304AM Botha 179,171 - - - 179,171

3,756,899 - - - 3,756,899

Non-executive directors2012L Mokhobo 173,383 - - - 173,383 C Knobbs 160,684 - - - 160,684P Pienaar 167,223 - - - 167,223J Mahlangu 176,000 - - - 176,000M Yates 258,866 - - - 258,866C Chiloane 88,000 - - - 88,000D Joubert 176,000 - - - 176,000L Mohuba 110,000 - - - 110,000P Cook 110,000 - - - 110,000

1,420,156 - - - 1,420,156

* This Company has paid the salary for services rendered by him.



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32. Prior period errorIn prior years the provision for rehabilitation was recorded using the value of the rehabilitation guarantee required by the Department of Mineral Resources. This amount required was determined based on expected levels of mining activities. To date, only site establishment has occurred resulting in an estimated rehabilitation liability as at the reporting date of R791, 000. As a result, the comparative figures have been restated by reducing the rehabilitation liability from R9.2 million in 2010 to R0.8 million in 2012 as well as the corresponding reduction in intangible assets (capital work in progress) and property, plant and equipment (mining property). As the restatement only affects tangible net asset value, a restatement is only required on the consolidated statements of financial position which now reflect the correct liability for rehabilitation. The correction of the error results in adjustments as follows:

GroupFigures in Rand 2012 2011 2010

Statements of financial positionIntangible assets - (9,220,390) (9,220,390)Property, plant and equipment - 55,357 724,488Environment rehabilitation provision - 9,165,033 8,495,902Net tangible asset value per share (cents) as previously reported - 7.58 4.82Net tangible asset value per share (cents) as restated - (4.34) 8.06

33. Risk managementCapital risk managementThe Group’s objective when managing capital is to safeguard the entity’s ability to continue as a going concern, so that it can continue to add value for shareholders and benefits for other stakeholders through the exploration and evaluation of its mineral rights. During 2012, the Company’s strategy was to maintain the debt to capital ratio as low as possible and to conserve its capital in such a manner not to limit its planned exploration activities.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in notes 10, 14, 17, cash and cash equivalents disclosed in note 12, and equity as disclosed in the statements of financial position.

In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce debt.

There are no externally imposed capital requirements.

There have been no changes to what the Group manages as capital and the strategy for capital maintenance from the previous year.

33. Risk management (continued)Financial risk managementThe Group’s activities expose it to a variety of financial risks: market risk (including cash flow interest rate risk and price risk) and liquidity risk.

The Group’s overall risk management programme es on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as interest rate risk, credit risk, and investment of excess liquidity.

Liquidity riskThe Group’s risk to liquidity is a result of the funds available to cover future commitments. The Group manages liquidity risk through an on-going review of future commitments and credit facilities.

Cash flow forecasts are prepared and adequate utilised borrowing facilities are monitored.

The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

Less Between Between than 1 year 1 and 2 years 2 and 5 years Over 5 years

GroupAt 31 August 2012Loans from shareholders - - - -Trade and other payables 10,552,720 - - -

At 31 August 2011Loans from shareholders 16,268,171 - - -Trade and other payables 16,552,720 - - -Finance lease obligations 1,169,064 779,375 - -

CompanyAt 31 August 2012Loans from shareholders - - - -Trade and other payables 2,021,066 - - -

At 31 August 2011Loans from group companies 695,074 - - -Trade and other payables 6,076,309 - - -Loans from shareholders 16,268,171 - - -

Refer to notes 17 and 34 for details of shareholders’ loans converted into equity.

Interest rate riskAs the Group has significant interest-bearing assets and liabilities, the Group’s income and operating cash flows are affected by changes in market interest rates.

At 31 August 2012, if interest rates on Rand-denominated borrowings had been 200 basis points higher/lower with all other variables held constant, post-tax loss for the year would have been R600,445 (2011: R234,261) lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings.

At 31 August 2012, if interest rates on Rand-denominated interest-bearing assets had been 200 basis points higher/lower with all other variables held constant, post-tax loss for the year would have been R47,406 (2011: R39,036) lower/higher, mainly as a result of higher/lower interest income on floating rate assets.



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Credit riskManagement has a credit policy in place and the exposure to credit risk is monitored on an on-going basis. Reputable financial institutions are used for investing and cash handling purposes.

Credit risk consists mainly of cash deposits and cash equivalents. The Group only deposits cash with major banks with high quality credit standing and limits exposure to any one counter party.

Financial assets exposed to credit risk at year end were as follows:

Group CompanyFinancial instrument 2012 2011 2012 2011

First National Bank 3,292,121 2,710,866 2,668,472 2,692,611Loans to group companies - - 93,845,026 81,272,423

Loans to Group Companies are reviewed on a regular basis by management to manage credit risk in relation to these loans.

Foreign exchange riskThe Group does not hedge against foreign exchange fluctuations as it does not have any material foreign exchange exposure nor does it import or export any commodities on which any foreign exchange risk would arise.

Price riskAs the Group is primarily involved in mineral exploration it is not directly exposed to commodity price risk, however the feasibility of some of the Group’s exploration projects could be indirectly affected due to an adverse drop in commodity prices. The intangible assets reflected on the statement of financial position of the Group values the discounted future cash flows arising from the Group’s share in the potential future share of revenue in the project.

34. Events after the reporting period34.1 On Tuesday 15 January 2013, Miranda shareholders, in general meeting, approved the

conversion of loans amounting to R41,421,823. These loans were converted at an issue price of 18 cents per share resulting in 228,093,741 new Miranda shares being issued. These shares were listed on the JSE on 21 January 2013.

34.2 Miranda has settled the proceedings between themselves and Yakani Resources (Pty) Ltd (“Yakani”). In terms of the settlement agreement:-

o Miranda agreed to pay Yakani an amount of R2.5 million, being the balance of a loan, owed to Yakani by Miranda, as at 31 August 2012; this amount was paid in December 2012;

o Yakani agreed to pay Miranda’s legal representatives an amount of R190 000 as a contribution to legal fees incurred by Miranda in the course of defending the proceedings; and

o Yakani agreed to withdraw its claims against Miranda.

The Company received a notice of withdrawal from Yakani’s legal representatives, dated Tuesday 27 November 2012, stating that Yakani withdraws its action against Miranda only.

35. Earnings per share

2012 2011

Loss after taxation (27,640,235) (55,135,796)Less: Non-Controlling interest 466,011 1,073,102

Attributable to equity holders of the parent (27,174,224) (54,062,694)Profit on sale of property, plant and equipment 1,966,314 -Profit on sale of investment 15,988 -Profit on sale of mining property 179,211 -Impairment of intangible asset - 22,000,000Impairment of exploration and evaluation asset - 227,727Total non-controlling interest effects of adjustments - (113,864)

Headline loss (25,012,711) (31,948,831)

Basic and diluted loss per share (cents) (9.46) (19.00)Basic and diluted headline loss per share (cents) (8.71) (11.23)Net asset value per share (cents) (2.53) 4.38Net tangible asset value per share (cents) - Restated 2011 (10.05) (4.34)

Basic loss and headline loss per share are calculated by dividing the relevant loss amount by the weighted average number of shares in issue of 287 316 700 (2011: 284 510 568). Diluted loss and diluted headline loss per share are calculated by dividing the relevant loss by the weighted average number of shares in issue after taking the dilutive impact of potential ordinary shares to be issued into account. The share appreciation rights will carry a potential dilutive effect if the share price of Miranda Mineral Holdings Ltd at year end is higher than the base cost of the share appreciation rights issued. At year end the share price was lower than the base costs of share appreciation rights issued with no dilutive effect.

The net asset value per share is calculated on the number of ordinary shares in issue at year end of 327 187 153 (2011: 284 510 568) and net assets of (R8 277 969) (2011: R12 468 290).

The net tangible asset value per share is calculated on the number of ordinary shares in issue at year end of 327 187 153 (2011: 284 510 568) and net tangible assets of (R32 878 888) (2011: (R12 358 718)).

36. Group segmental analysisIFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision-maker in order to allocate resources to the segments and to assess their performance. The chief operating decision-maker has been identified as the executive committee that makes strategic decisions. The Group has identified its operating segments based on its main exploration divisions and aggregated them into the following reporting segments:

· Coal· Diamonds· Gold· Base metals and industrial minerals· Other - Represents Group services



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36. Group segmental analysis (continued)For the year ended 31 August 2012

Base metals and industrial Coal Diamonds Gold minerals Other Group

Group 2012Operating expenses (8,951,418) (143,943) (28,789) (43,183) (19,184,651) (28,351,984)Other income 2,171,513 25,000 - - 8,095 2,204,608

Management operating loss (6,779,905) (118,943) (28,789) (43,183) (19,176,556) (26,147,376)Investment revenue 3,896 - - - 44,081 47,977Fair value adjustment 126,367 - - - - 126,367Finance cost (56,715) (6,663) (1,333) (1,999) (1,927,159) (1,993,869)

Segment result: Loss before taxation (6,706,357) (125,606) (30,122) (45,182) (21,059,634) (27,966,901)Taxation 277,666 32,667 6,533 9,800 - 326,666

Management loss after taxation (6,428,691) (92,939) (23,589) (35,382) (21,059,634) (27,640,235)

Other material non-cash items included in segment profit/(loss):

Depreciation of property, plant and equipment 733,300 75,190 15,038 22,557 246,683 1,092,768

Segment assets 44,029,643 270,631 69,435 586,292 5,121,336 50,077,337

Mining properties 16,635,531 - - - - 16,635,531Capital work-in- progress 3,919,720 - - - - 3,919,720Exploration and evaluation asset 11,025,527 270,568 69,435 75,262 - 11,440,792Mineral rights 8,929,407 - - 311,000 - 9,240,407Other assets 3,519,458 63 - 200,030 5,121,336 8,840,887

Segment liabilities (9,153,112) (358,931) (71,786) (107,679) (48,663,799) (58,355,306)

Environmental rehabilitation provisions (791,000) - - - - (791,000)Trade and other payables (8,362,112) (358,931) (71,786) (107,679) (6,966,214) (15,866,721)Other liabilities - - - - (41,697,585) (41,697,585)

36. Group segmental analysis (continued)For the year ended 31 August 2012


Group 2011 (Restated)Impairment of mineral rights - - - (22,000,000) - (22,000,000)Operating expenses (6,472,513) (1,577,489) (340,083) (585,403) (23,520,508) (32,495,996)Other income 1,946 - - - - 1,946

Management operating loss (6,470,567) (1,577,489) (340,083) (22,585,403) (23,520,508) (54,494,050)Investment revenue - - - - 267,715 267,715Finance cost (185,096) (21,728) (4,346) (6,518) (556,212) (773,900)Fair value adjustment (30,006) - - - - (30,006)

Segment result: Loss before taxation (6,685,669) (1,599,217) (344,429) (22,591,921) (23,809,005) (55,030,241)Taxation (89,722) (10,556) (2,110) (3,167) - (105,555)

Management loss after taxation (6,775,391) (1,609,773) (346,539) (22,595,088) (23,809,005) (55,135,796)Other material non- cash items included in segment profit/ (loss):Depreciation on and impairment of property, plant and equipment 1,355,336 150,793 30,159 45,238 62,308 1,643,834

Segment assets 47,709,507 643,355 143,980 718,108 3,783,426 52,998,376

Mining properties 16,635,531 - - - - 16,635,531Capital work-in- progress 3,919,720 - - - - 3,919,720Exploration and evaluation asset 11,217,704 293,177 73,957 82,044 - 11,666,882Mineral rights 8,929,407 - - 311,000 - 9,240,407Other assets 7,047,145 350,178 70,023 325,064 3,783,426 11,535,836

Segment liabilities (10,438,995) (348,299) (69,659) (104,490) (29,568,643) (40,530,086)

Environmental rehabilitation provisions (750,256) - - - - (750,256)Trade and other payables (7,850,557) (134,557) (26,911) (40,367) (13,294,681) (21,347,073)Other liabilities (1,838,182) (213,742) (42,748) (64,123) (16,273,962) (18,432,757)



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Group 2010 (Restated)Operating expenses (10,270,307) (1,544,150) (360,873) (648,810) (4,805,182) (17,629,322)Other income 36,776 - - - - 36,776

Management operating loss (10,233,531) (1,544,150) (360,873) (648,810) (4,805,182) (17,592,546)Investment revenue - - - - 477,957 477,957Fair value - adjustment 130,826 - - - - 130,826Finance cost (271,480) (31,939) (6,388) (9,582) - (319,389)

Segment result: Loss before taxation (10,374,185) (1,576,089) (367,261) (658,392) (4,327,225) (17,303,152)Taxation (81,010) (9,532) (1,906) (2,859) - (95,307)

Management loss after taxation (10,455,195) (1,585,621) (369,167) (661,251) (4,327,225) (17,398,459)

Other material non-cash items included in segment profit/(loss):

Depreciation of property, plant and equipment 2,030,745 230,230 46,046 69,069 61,631 2,437,721

Segment assets 41,749,622 926,823 155,128 22,734,831 25,322,926 90,889,331

Mining properties 10,389,280 - - - - 10,389,280Capital work-in- progress 3,933,081 - - - - 3,933,081Exploration and evaluation asset 10,042,134 506,004 70,977 77,574 - 10,696,689Mineral rights 8,929,407 - - 22,311,000 - 31,240,407Other assets 8,455,720 420,819 84,151 346,257 25,322,926 34,629,873

Segment liabilities (13,740,953) (1,024,978) (204,996) (307,494) (6,806,759) (22,085,180)

Environmental rehabilitation provisions (724,488) - - - - (724,488)Trade and other payables (10,465,742) (724,893) (144,979) (217,468) (3,856,727) (15,409,809)Other liabilities (2,550,723) (300,085) (60,017) (90,026) (2,950,032) (5,950,883)

37. Going concernThe financial statements setou in this report are the responsibility of the Company’s directors. They have been prepared by the directors on the basis of appropriate accounting policies which have been consistently applied and which are supported by prudent judgements and estimates. The financial statements have been prepared in accordance with International Finanical Reporting Standards and on the basis of accounting policies applicable to going concern. The following matters are impacting on the Group’s ability to continue as a going concern and are reviewed by the directors on a regular basis to evaluate and assess the Group’s ability to function as a going concern:

• Headline loss for the year - the Group incurred a headline loss of R25 million (2011: R32 million) for the period under review which is a significant improvement for the comparative period and an illustartion of the tight cost structure that the management is currently maintaining;

• Net current liablity postion - (excluding a loan onversion amount of R41.7 million) is R7.4 million (2011: R32.7 million); Refer to note 17 for details on the loan conversion.

Matters resolved subsequent to releasing reviewed provisional results

• Cash flow - on 15 October 2012 the Company concluded a subscription agreement with Russell Stone Green Investments Proprietary Ltd, to subscribe for 46 806 167 new Miranda Shares at a price of 18.16 cents per share, resulting in cash proceeds to R8.5 million;

• Loans - loans in amount of R47.1 million was converted into equity on 21 January 2013;

• Miranda has settled the proceedings between themselves and Yakani Resources (Pty) Ltd (“Yakani”). In terms of the settlement agreement:-

o Miranda agreed to pay Yakani an amount of R2.5 million, being the balance of a loan, owed to Yakani by Miranda, as at 31 August 2012; this amount was paid in December 2012;

o Yakani agreed to pay Miranda’s legal representatives and amount of R190 000 as a contribution to legal fees incurred by Miranda in the course of defending the proceedings; and

o Yakani agreed to withdraw its claims against Miranda.

• Stefanutti Stocks Mining Services (“SSMS”) claim - during November 2012, the Parties agreed a settlement of R8 million in full and final settlement subject to a formal settlement agreement being concluded; R7 million including in other payables being an amount accured towrds the settlement.

Current matters impacting on the ability to continue as a going concern

The ability of the group to continue as a going concern is dependent on the successful outcome of the following matters:

• R 3.5 million cash is currently tied up as a result of guarantees issued to the DMR relating to rehabilitation. The company has started discussions with the DMR with the view to accepting reduced guarantees as a result of the reduced rehabilitation liability (note 16) and anticipated lower level of mining activities compared to those envisaged at the time of issuing the original guarantees. The expected cash inflow has been included in the cash flow forecasts in the months of April, R 1 million and June R 2 million. The release of the cash and issuing of the reduced guarantees may be dependent on finalising an appropriate off-take agreement

• Stefanutti Stocks Mining Services (“SSMS”) claim – As detailed above the settlement of the SSMS claim was subject to a formal settlement agreement being concluded, which settlement agreement was concluded on 15 March 2013. In terms of the settlement agreement, R 6.5 million (excluding Vat) will be settled as follows:


105

o On or before 26 March 2013, shares to the value of R 5 million calculated at the 30 day VWAP less 10% as at the effective date.

o The balance of R 1.5 million (plus vat) in cash on or before 5 September 2013.

This settlement agreement is in full and final settlement of all claims including those disclosed under note 29, contingent liability, subject to the fulfilment of actual settlement agreed above.

• The company has received an irrevocable undertaking from a third party to subscribe for 12 500 000 ordinary shares for an amount of R 2 million. The funds are currently being held in trust by a broker.

• The company is in the process of making an application to the JSE for the listing of the shares to be issued as detailed above.

• In order to settle the “Stefanutti” R 1.5 million (excluding Vat) detailed above, the directors envisage raising the required cash by means of a general issue of shares for cash early in September 2013, subject to obtaining the required shareholder approval (general authority to issue shares for cash) at the upcoming AGM.

At the time of concluding the off-take agreement, Mr Andrew Johnson was the CEO of Miranda. He was also a director of Miranda Mineral Holdings, Miranda Coal and Sesikhona Klipbrand Colliery and he has since resigned from all these positions (effective 30 November 2013).

In terms of the disputed agreement Miranda and its subsidiaries have agreed to the following significant terms:

o Exclusively supply the entire “ROM” production per the estimated life of mine calculation to the off-taker at an agreed fixed non-escalating amount, plus mining costs. The maximum allowed for mining costs has also been fixed and does not escalate.

o Produce a minimum of 30 000 “ROM” production per month.

o Should Miranda (Including Sesikhona Klipbrand Colliery (Pty) Ltd) fail with regards to “business rescue”, if it were to enter into business rescue, Miranda must notify the off-taker and such notification shall be deemed to be an irrevocable offer by Miranda to the off-taker of the entire Sesikhona Project.

Based on current estimated mining costs, over the duration of the entire project / life of mine of 3,000,000 metric tonnes of coal, it is estimated that material losses would be incurred in fulfilling the conditions of the disputed agreement. No losses relating to this potentially onerous agreement have been recognised to date as the directors consider this a contingent liability due to the disputed contract.

The directors are confident, based on the present facts that the application for the interim interdict will be dismissed by the Pietermaritzburg High Court.

• Production – management will continue discussions to finalise an off- take agreement with a third party for the Sesikhona project as well as coal assets, should the interim interdict application be dismissed.

SHARE OPTION SCHEME

1. DEFINITIONS AND INTERPRETATION

1.1. Throughout this document, unless the context clearly indicates a contrary intention, the following definitions shall have the following corresponding meanings and any expressions which denote any gender includes the other gender; singular includes the plural and vice versa and words and expressions defined in the Act bear the meanings therein assigned to them.

1.1.1. “Act” – the Companies Act, 71 of 2008 as amended;

1.1.2. “Acceptance period” – a period of 30 days from the date of Grant;

1.1.3. “Acceptance date” – the date on which the Employee accepts the Grant by signature thereof and return to Company;

1.1.4. “Auditors” – the Auditors for the time being of the Company;

1.1.5. “Board” – the Board of directors of the Company acting in conjunction with the Company’s remuneration committee and company secretary for the purpose of implementing the Scheme;

1.1.6. “Company” or “Miranda” - Miranda Minerals Holdings Ltd, a Company duly registered and incorporated with limited liability under the Company laws of the Republic of South Africa under registration number 1998/001940/06, the shares of which are listed on the JSE;

1.1.7. “this Document” this bound document containing the full terms of the Scheme;

1.1.8. “Employee” – a director, prescribed officer, other employed office bearer, employee or consultant of the Group, present and future, and as determined from time to time by the Board, but excluding independent non-executive directors of the Company;

1.1.9. “Exercise Date” – the date upon which the Participant wishes to exercise his Options, pay the Purchase Price and thus take ownership of the Shares;

1.1.10. “Grant” – an offer, in writing from the Company to eligible Participants, embodying the Option Agreement, to acquire Options;

1.1.11. “Group” – the Company, its subsidiary companies, associated and affiliated companies;

1.1.12. “JSE” – a Company duly registered and incorporated with limited liability under the Company laws of the Republic of South Africa under registration number 2005/022939/06, licensed as a stock exchange under the Securities and Services Act of South Africa;

1.1.13. “Market Price” - the Market Price at any day will be the price as determined based on 15 day volume weighted daily average price of Shares on the JSE;

1.1.14. “Option” – each option affording the Participant the right but not the obligation to acquire one new Share on the terms and conditions of the Scheme;

1.1.15. “Option Letter” – the document embodying the terms and conditions of the offer as detailed in 7.3, which has been accepted by the eligible Employee;

1.1.16. “Participant” – an eligible invited Employee, including his heirs, executors, administrators and nominees ;who has accepted the Grant,

1.1.17. “Purchase Price” – the purchase price of the Shares, the subject of an option, namely 95 per cent of the Market Price of the Shares on the Acceptance Date;

1.1.18. “Share Option Scheme” or “Scheme” – the employee share option scheme of the Company as envisaged by sections 41(2)(d) and 97 of the Act and Schedule 14 of the Listings Requirements of the JSE to facilitate eligible and selected Employees acquiring Shares of the Company, through the mechanism of Options, the full terms of which are embodied in this document, such scheme having been adopted in general meeting of the Company as required by Schedule 14.1 of the Listings Requirements of the JSE;

1.1.19. “Share” – ordinary shares in the share capital of the Company;


107SHARE OPTION SCHEME ANNEXURE 1

1.1.20. “Vesting” – the date on which an Employee accepts the grant;

2. PURPOSE

2.1 The Scheme is intended:

2.1.1. as a Scheme to enable Employees to acquire Shares in the Company, thereby facilitating their motivation and incentive to advance the Company’s interests, to promote an identity of interest with shareholders and to retain the skills and expertise of Employees;

2.1.2. as an incentive to the Employees to identify themselves more closely with the activities of the Company and to promote its continued growth by giving them the opportunity of acquiring Shares and is not intended to be utilised for trading purposes;

2.1.3. as an incentive to attract and recruit suitable directors with the necessary skills and experience to add value to the Company;

2.1.4. as an incentive to each of the Employees, to render on-going services to the Company; and

2.1.5. as a means of settling consulting and professional fees.

3. ADMINISTRATION

3.1. The Scheme will be administered by the Company secretary to ensure compliance with section 97 of the Act.

3.2. The Company will bear all cost of and incidental to the implementation and administration of the Scheme.

3.3. Each Option granted hereunder will be evidenced by an Option Letter in writing in such form as the Board may approve. Each such Grant will recite that it is subject to the provisions of the Scheme.

3.4. The company secretary will not be liable for any action taken or made in good faith in the administration of the Scheme.

4. STOCK EXCHANGE RULES

4.1. All Shares issued pursuant to this Scheme will be subject to the rules and listings requirements of the JSE.

5. SHARES SUBJECT TO THE SCHEME

5.1. Subject to adjustment as provided in paragraph 15 hereof, the Options to be offered under the Scheme will pertain to Shares. The aggregate number of Shares issuable under the Scheme will not exceed 90 779 461 Shares. If any Option granted hereunder expires or terminates for any reason in accordance with the terms of the Scheme, the Shares pertaining thereto will again be available for the purpose of this Scheme.

5.2. The aggregate number of Shares reserved for issuance to any one Participant, will not exceed 30 259 820 Shares.

6. MAINTENANCE OF SUFFICIENT CAPITAL

6.1. The Company will at all times during the term of the Scheme reserve and keep available such authorised but unissued Shares as will be sufficient to satisfy the requirements of the Scheme.

7. THE SCHEME

7.1. Grants are made at the discretion of the remuneration committee of the Board, subject to the limitations contained in this scheme after taking into consideration:

7.1.1. hierarchy;

7.1.2. performance,

7.1.3. value added service,

7.1.4. commitment and loyalty,

7.1.5. diligence and performing at levels above and beyond the call of duty, and

7.1.6. the Company’s desire to recruit suitably skilled candidates with the requisite experience to accept appointments to the Board as non-executive directors (excluding independent non-executive directors).

7.2. The Board shall be entitled:

7.2.1. to allocate such number of Options to be granted to an Employee taking into account paragraph 5.2 and 7.1 above.

7.2.2. To repurchase, once a participant has been identified, such number of Shares at the Market Price through a nominee subsidiary set for the purpose of the Scheme; and

7.3. Grants shall:

7.3.1. be personal to the Employee;

7.3.2. remain open for Acceptance until the Acceptance Period expires in terms of paragraph 8 below;

7.3.3. state that each Option represents a Share;

7.3.4. state that Options may be accepted in whole or in part;

7.3.5. shall be accepted by notice in writing delivered to the Company secretary; and

7.3.6. state the terms and conditions of the Offer.

7.4. The acquisition of the Shares shall be on the following terms and conditions:

7.4.1. The Employee will be entitled to exercise the Options over the Option period of 5 years. Payment of the Purchase Price must be made; in accordance with paragraph 12 below

7.4.2. upon payment of the Purchase Price the company secretary shall allot and issue the Shares to a broker account nominated by the Employee;

7.4.3. The company secretary shall, on exercising of any Shares by the Employee and upon receipt of the full Purchase Consideration, make application for a listing of such Shares on the JSE. Ownership of the Shares shall pass on the day that the Shares are listed on the JSE, fully paid by the Employee and delivered to the Employee;

7.4.4. Dividends shall accrue to the registered holder of the Shares;

8. OPTION PERIOD

8.1. The Option period will not exceed 5 years. The Option Letter shall state the date on which each Option will lapse, subject to early lapsing as provided for in paragraphs 9, 10 and 11 below.

8.2. The exercise of any Option will be contingent upon receipt by the Company at its head office of a written notice specifying the number of Options being exercised, accompanied by an undertaking to satisfy the strike price within 21 days of the Exercise Date, through either a cash payment, certified cheque or bank draft for the full Purchase Price of such Shares.

8.3. In the case of any Grant having been accepted by a nominee for the benefit of a Participant, the Option will have to be exercised as determined between the Company and the nominee but always on the basis that the effect thereof will be mutatis mutandis the same as if the Option was granted directly to the Employee.

SHARE OPTION SCHEME


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9. CEASING TO BE AN EMPLOYEE

9.1. Subject to the discretion of the Board to determine otherwise, if a Participant ceases to be an Employee of the Company for any reason (other than death), he must exercise his Options within 30 days after his ceasing to be an Employee of the Group or such Option will lapse ipso facto.

10. DEATH OF AN EMPLOYEE

10.1. Subject to the discretion of the Board, to determine otherwise, in the event of the death of a Participant, the executors or administrators of his estate or his heirs shall be entitled to exercise all of the deceased’s Options within a period of 1 (one) year from his death.

11. PAYMENT OF PURCHASE PRICE

11.1. Payment to the Company of the full Purchase Price for the Shares shall be made within 21 days from the Exercise Date;

11.2. If a Participant has not paid the Purchase Price in full on the due date, the Company secretary shall request him in writing to do so and if the Participant fails to comply with such request within 7 days then such Grant shall lapse and the options will again be available for Grants under this Scheme.

11.3. Once the Purchase Price becomes fully paid in terms of the Scheme they will no longer be subject to the provisions of the Scheme.

12. RIGHTS OF PARTICIPANTS

12.1. If the Company undertakes a rights offer it shall be obliged to extend to a Participant the opportunity to acquire Options on the same date and at the same price for the same number of Shares to which he would have been entitled in terms of the rights offer had he been the holder of the same number of Shares as the number of Options held by him. If Participants take up additional Options the conditions contained in the Scheme will mutatis mutandis apply to those additional Options.

13. ADJUSTMENTS

13.1. If the event of any capitalisation issue or any sub-division or consolidation of ordinary shares or any reduction of the ordinary share capital of the Company (“the adjustment event”), the number of Shares and/or, the Purchase Price shall be adjusted by the Company secretary in such a manner as to be appropriate with the objective that such adjustment should give a Participant an Option to the same proportion of the equity capital as that to which he was entitled prior to the adjustment event, provided that the Auditors of the Company, acting as experts and not as arbitrators, shall have confirmed in writing to the JSE that in their opinion such adjustments are in accordance with the scheme. The issue of securities as consideration for acquisitions, issues of securities for cash, and vendor consideration placings will not be regarded as a circumstance requiring adjustment.

All or any of the Options granted in terms of this scheme may be exercised immediately by any Participant if at any time whilst any Option remains unexercised, there is a “change in control” in the Company (within the meaning of the Securities Services Act (No. 36 of 2004), as amended, and causing the termination of the Participants position as Employee.

14. AMENDMENT

14.1. It shall be competent for the Company to amend any of the provisions of this Scheme, subject to the prior approval of shareholders, provided that –

14.1.1. no amendment shall affect the vested rights of any Participant; and

14.1.2. no amendment affecting any of the following matters shall be competent unless it is sanctioned by the Shareholders –

SHARE OPTION SCHEME

14.1.2.6. the category of persons entitled to participate in the Scheme;

14.1.2.7. the total number of Options and Shares subject to the Scheme;

14.1.2.8. the maximum number of Options and Shares which may be allocated to any Participant;

14.1.2.9. the amount payable on exercise of an Option;

14.1.2.10. the basis for determining the Strike Price;

14.1.2.11. the provisions relating to the payment of the Strike Price;

14.1.2.12. the basis on which the award of Options are made;

14.1.2.13. the treatment of Options (vested and unvested) in instances of a merger, takeover or other corporate action;

14.1.2.14. the provisions relating to termination of employment or retirement of a Participant; and

14.1.2.15. the voting, dividend, transfer and other rights attaching to the Options,

14.2. It should be noted that any amendments to the Scheme will be through the passing of an ordinary resolution with a 75% requisite majority votes in favour of the amendments.

15. EXPIRY

15.1. If, on the expiry of 5 years after the date of appointment or the subsequent date of grant of any Option to an Employee, such Employee has not exercised his/her Options in full, then the Company shall be obliged and authorised to call upon him/her in writing to do so within 30 days after the date of such request, and if such Participant fails to comply with such request, or exercises his/her Option in respect of only 100 Shares or any multiple thereof, that part of the relevant Option not exercised will automatically lapse.

16. EFFECTIVE DATE OF PLAN

16.1. The Share Option Scheme will become effective on the date upon which the Scheme is approved by shareholders.

17. INTERPRETATION

The Scheme will be governed by and construed in accordance with the laws of South Africa.

18. FINANCIAL STATEMENTS

18.1. The Company secretary shall ensure that a summary appears in the financial statements of the Company of the number of Shares and the number of Options in issue or acquired, any changes in such numbers during the financial year of review, the number of Shares held by the Company which may be acquired by eligible Employees and the number of Shares under the control of the Board for issue in terms of the Scheme.

19. TERMINATION

19.1. The Scheme shall continue for an indefinite period of time until terminated by a resolution of the directors provided that such termination shall not affect or modify any existing accrued or vested rights or obligations of any Employee and the Scheme shall continue to be administered by the Company secretary for so long as it may be necessary to give effect thereto.


111MEMORANDUM OF INCORPORATION

A. In this Memorandum of Incorporation –

a) a reference to a section by number refers to the corresponding section of the Act;

b) words that are defined in the Act bear the same meaning in this Memorandum of Incorporation as in that Act;

c) the headings to the clauses of this Memorandum of Incorporation are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of this Memorandum of Incorporation nor any clause hereof.

B. Unless inconsistent with the context, the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

a) “Act” means the Companies Act, 2008, as amended, together with any regulations published in terms thereof;

b) “director” means a member of the board of the Company and the alternate directors thereof;

c) “JSE” means the JSE Ltd (Registration number: 2005/022839/06), licensed as an exchange under the Securities Services Act, 2004, as amended;

d) “Listings Requirements” means the Listings Requirements of the JSE, as amended;

e) “Schedule 10” means schedule 10 of the Listings Requirements of the JSE;

f) “shareholder” means the holder of a share issued by the Company and who is entered as such in the certificated or uncertificated securities register, as the case may be. A person who is entitled to exercise any voting rights in retaltion to a company, irrespective of the form, title of nature of the securities to which this voting rights are attached;

g) “shares” means no par value ordinary shares into which the proprietary interests of the Company is divided.

C. If any provision in a definition is a substantive provision conferring rights or imposing obligations on any person, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision of this Memorandum of Incorporation.

D. Unless inconsistent with the context, an expression which denotes:

a) any gender includes the other genders;

b) a natural person includes an artificial person (including a trust) and vice versa;

c) the singular includes the plural and vice versa.

E. The schedules to this Memorandum of Incorporation, if any, form an integral part hereof and words and expressions defined in this Memorandum of Incorporation shall bear, unless the context otherwise requires, the same meaning in such schedules.

ANNEXURE 2

MEMORANDUM OF INCORPORATION

F. When, in this Memorandum of Incorporation, a particular number of business days is provided for between the happening of one event and another, the number of days must be calculated by:

a) excluding the day on which the first such event occurs;

b) including the day on or by which the second event is to occur; and

c) excluding any public holiday, Saturday or Sunday that falls on or between the days contemplated in paragraphs (a) and (b), respectively.

G. Where any term is defined within the context of any particular clause in this Memorandum of Incorporation, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning ascribed to it for all purposes in terms of this Memorandum of Incorporation, notwithstanding that that term has not been defined in this interpretation clause.

1. Clause 1 – Incorporation and Nature of the Company

1.1 Incorporation

1.1.1 The Company is incorporated as from 28 June 2000 as a public Company as defined in the Act.

1.1.2 The Company is incorporated in accordance with and governed by:

1.1.2.1 the unalterable provisions of the Act;

1.1.2.2 any provisions imposing on the Company a higher standard, greater restriction, longer period of time or any similar more onerous requirement, than would otherwise apply to the Company in terms of an unalterable provision of the Act;

1.1.2.3 the alterable provisions of the Act, subject to the limitations, extensions, restrictions, variations or substitutions set out in this Memorandum of Incorporation;

1.1.2.4 certain provisions of the JSE Listing Requirements; and

1.1.2.5 the provisions of this Memorandum of Incorporation.

1.2 Powers of the Company

1.2.1 This Memorandum of Incorporation does not:

1.2.1.1 contain any restrictive conditions, as contemplated in section 15(b)(2) of the Act, applicable to the Company nor any requirements, in addition to the requirements set out in clause 1.3, for the amendment of any such conditions; and

1.2.1.2 prohibit the amendment of any particular provision hereof.

1.2.2 The Company has all of the legal powers and capacity of an individual, which are not subject to any restrictions, limitations or qualifications arising from this Memorandum of Incorporation.

1.3 Memorandum of Incorporation and Company rules

1.3.1 Subject to clause 1.3.3, this Memorandum of Incorporation of the Company may be altered or amended only:

1.3.1.1 in compliance with a court order which must be effected by a resolution of the Company’s board; or


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1.3.1.2 by a special resolution of the shareholders subject to:

1.3.1.2.1 that special resolution having been proposed by i) the board, or ii) shareholders entitled to exercise at least 10% of the voting rights that may be exercised on such a resolution; and

1.3.1.2.2 a Notice of Amendment being filed with the Commission.

1.3.2 An amendment contemplated in clause 1.3.1 may take the form of:

1.3.2.1 a new Memorandum of Incorporation in substitution for the existing Memorandum of incorporation; and/or

1.3.2.2 one or more alterations to the existing Memorandum of Incorporation by:

1.3.2.2.1 changing the name of the Company;

1.3.2.2.2 deleting, altering or replacing any of its provisions;

1.3.2.2.3 inserting any new provisions;

1.3.2.2.4 making any combination of such alterations; and/or

1.3.2.3 as contemplated in Listing Requirements of the JSE:

1.3.2.3.1 creating any new class of shares;

1.3.2.3.2 varying any preferences, rights, limitations, and other terms attaching to any class of shares;

1.3.2.3.3 converting one class of shares into one or more other classes;

1.3.2.3.4 increasing the number of shares in any class;

1.3.2.3.5 sub-dividing any shares; and/or

1.3.2.3.6 consolidating any shares.

1.3.3 If any amendment to the Memorandum of Incorporation relates to the variation of any preferences, rights, limitations or other terms attaching to any class of shares (other than ordinary shares) already in issue:

1.3.3.1 no resolution of the holders of ordinary shares of the Company may be proposed or passed regarding any such amendment unless the holders of the class of shares in question have approved the amendment by special resolution passed at a separate shareholders’ meeting; and

1.3.3.2 subject to the provisions of this MOI, the shareholders of the class of shares in question may vote at the shareholders’ meeting at which the holders of ordinary shares vote regarding such an amendment to the Memorandum of Incorporation.

1.3.4 Preferences, rights, limitations or any other terms of any class of shares may not be varied, and no resolution may be proposed to shareholders for rights to include such variation, in response to any objectively ascertainable external fact or facts, as provided for in sections 37(6) and 37(7) of the Act.

1.3.5 After amending its Memorandum of Incorporation, the Company shall file a Notice of Amendment with the Commission in accordance with the requirements contemplated in section 16(7) and (8).


1.3.6 An amendment to this Memorandum of Incorporation shall take effect:

1.3.6.1 in the case of an amendment that changes the name of the Company, on the date set out in the amended registration certificate issued by the Commission; or

1.3.6.2 in any other case, on the later of:

1.3.6.2.1 the date on, and time at, which the Commission accepts the filing of the Notice of Amendment; or

1.3.6.2.2 the date, if any, set out in the Notice of Amendment.

1.3.7 The board shall not have the authority to make or amend or appeal any of the rules relating to the governance of the Company in terms of section 15(3) of the Act.

1.4 Alterations of Memorandum of Incorporation, translations and consolidations of Memorandum of Incorporation

1.4.1 The Company’s board, or an individual authorised by the board, may alter the Company’s Memorandum of Incorporation, in any manner necessary to correct a patent error in spelling, punctuation, reference, grammar or similar defect on the face of the document, by filing a notice of the alteration with the Commission.

1.4.2 At any time after having filed its Memorandum of Incorporation with the Commission, the Company may file one or more translations thereof, in any official language or languages of the Republic, provided that every such translation must be accompanied by a sworn statement by the person who made the translation, stating that it is a true, accurate and complete representation of the Memorandum of Incorporation, as so translated.

1.4.3 At any time after having filed its Memorandum of Incorporation with the Commission, and having subsequently filed one or more alterations or amendments to it, the Company may (or if the Commission requires it to, must) file a consolidated revision of its Memorandum of Incorporation, as so altered or amended, provided that every such consolidated revision filed with the Commission in terms of 1.4.3 must be accompanied by:

1.4.3.1 a sworn statement by a director; or

1.4.3.2 a statement by an attorney or notary public,

1.4.3.3 stating that it is a true, accurate and complete representation of the Company’s Memorandum of Incorporation, as so altered or amended.

1.4.4 To the extent necessary to implement an adopted business rescue plan and provided that the business rescue plan was approved by the shareholders, as contemplated in section 152(3)(c), the Practitioner may amend this Memorandum of Incorporation to authorise, and determine the preferences, rights, limitations and other terms of, any securities that are not otherwise authorised, but are contemplated to be issued in terms of the business rescue plan, despite any provision of this Memorandum of Incorporation or of sections 16, 36 or 37, to the contrary, in accordance with section 152(6)(b).

1.5 Public Company provisions

1.5.1 The Company is a public Company and accordingly:

1.5.1.1 there is no restriction on the transferability of any securities of the Company; and

1.5.1.2 it is not prohibited from offering any securities of the Company to the public.


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2. Clause 2 – Securities of the Company

2.1 Shares

2.1.1 The Company is authorised to issue the following shares:

No. Class

5 000 000 000 No Par Value (NPV) Ordinary shares

2.1.2 Shares for which listing on the JSE is sought must be fully paid up and freely transferable.

2.1.3 Each share entitles the holder to the rights attaching to the particular class of share set out in this clause.

2.1.3.1 Each ordinary share shall rank pari passu and entitles the holder to:

2.1.3.1.1 one vote in respect of each share held by him;

2.1.3.1.2 vote on any matter to be decided by a vote of the ordinary shareholders on the basis contemplated in clause 3.3.1;

2.1.3.1.3 participate in any distribution to the ordinary shareholders; and

2.1.3.1.4 participate in the distribution of the residual value of the Company upon its dissolution.

2.1.3.2 Each NPV ordinary share shall rank pari passu and entitles the holder to:

2.1.3.2.1 one vote in respect of each share held by him;

2.1.3.2.2 The holders of securities, other than ordinary shares and any special shares created for the purposes of black economic empowerment in terms of the Broad-Based Black Economic Empowerment Act and Broad-Based Black Economic Empowerment Codes, shall not be entitled to vote on any resolution taken by the Company, save for as permitted by Listings Requirements. In instances that such shareholders are permitted to vote at general/annual general meetings, their votes may not carry any special rights or privileges and they shall be entitled to one vote for each share that they hold, provided that their total voting right at such a general/annual general meeting may not exceed 24,99% of the total voting rights of all shareholders at such meeting;

2.1.3.2.3 participate in any distribution to the NPV ordinary shareholders;

2.1.3.2.4 participate in the distribution of the residual value of the Company upon its dissolution.


2.1.4 Subject always to the prior approval of the shareholders by ordinary resolution at a shareholders meeting and the JSE, the Company’s board is authorised to issue shares or grant options in accordance with the Listings Requirements at any time, but only within the classes, and only to the extent that the shares have been authorised by or in terms of this Memorandum of Incorporation. Any such approval may be in the form of a general authority to the directors, whether conditional or unconditional, to allot or issue any shares or grant options in their discretion, or in the form of a specific authority in respect of any particular allotment or issue of shares or grant of options. If any such approval is given in the form of a general authority to the directors, it shall be valid only until the next annual general meeting but it may be varied or revoked by shareholders at any shareholders meeting of the Company prior to the holding of the next annual general meeting.

2.1.5 Notwithstanding clause 2.1.4 any issue of shares or securities convertible into shares, or grant of options contemplated in terms of section 42, or a grant of any other rights exercisable for securities, must be approved by a special resolution of the shareholders, if the shares, securities, options or rights are issued to a:

2.1.5.1. director, future director, prescribed officer, or future prescribed officer of the Company;

2.1.5.2 person related or inter-related to the Company, or to a director or prescribed officer of the Company; or

2.1.5.3 nominee of a person contemplated in clauses 2.1.5.1.1 and 2.1.5.1.2.

2.1.6 Subject to clause 1.3.1.2 the Company’s board is authorised to, in accordance with the Listings Requirements, increase or decrease the number of authorised shares of any class, to reclassify any classified shares that have been authorised but not issued, to classify any unclassified shares that have been authorised but not issued, or to determine the preferences, rights, limitations or other terms of any class of shares.

2.1.7

2.1.7(a) As contemplated in section 38(1) of the Act, subject to the provisions of section 41(1) and section 41(3) of the Act, the Company’s board may not resolve to issue the shares of the Company unless authorised to do so in accordance with clause 2.1.7(c) .

2.1.7(b) As contemplated in 10.1 of Schedule 10 and in section 39(2) of the Act, unless unissued shares are issued for the acquisition of assets, any unissued shares to be issued by the Company must be offered to the existing shareholders of the Company pro rata to their respective shareholdings in the Company.

2.1.7(c) Subject always to the prior approval of the shareholders by ordinary resolution at a shareholders meeting and the JSE, the Company’s board is authorised to offer shares to existing shareholders at any time, but such offer shall be pro rata to their existing shareholding, and on the same terms and conditions as have been offered to all shareholders of the Company or to all shareholders of the class or classes of shares being issued, unless issued for the acquisition of assets.

2.1.8 The authority of the board to authorise the Company to provide financial assistance by way of a loan, guarantee, the provision of security or otherwise to any person in relation to the purchase of any securities or the subscription of any option or security of the Company or a related or inter-related Company, subject to the provisions of section 44 (3), is not restricted or varied by this Memorandum of Incorporation.

2.1.9 Subject to clause 2.1.4 and the provisions of section 47, the board may approve the issuing of any authorised shares of the Company as capitalisation shares or the issuing of shares of one class as capitalisation shares in respect of shares of another class and may permit shareholders to elect to receive a cash payment in lieu of a capitalisation share.


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2.1.10 Subject to the provisions of sections 46 and 48 and the Listings Requirements, the board may determine that the Company will acquire a number of its own shares provided that such resolution by the board:

2.1.10.1 is approved by a special resolution of the shareholders, if any shares are to be acquired by the Company from a director or prescribed officer of the Company, or a person related to a director or prescribed officer of the Company; and

2.1.10.2 is subject to the requirements of sections 114 and 115 if, considered alone, or together with other transactions in an integrated series of transactions, it involves the acquisition by the Company of more than 5% of the issued shares of any particular class of the Company’s shares.

2.1.11 Subject to the provisions of sections 46 and 48, any of the Company’s subsidiaries may determine that it will acquire shares in the Company provided that:

2.1.11.1.1 not more than 10%, in aggregate, of the number of issued shares of any class of shares of the holding Company may be held by, or for the benefit of, all of the subsidiaries of the holding Company, taken together; and

2.1.11.1.2 no voting rights attached to those shares may be exercised while the shares are held by the Company, and it remains a subsidiary of the holding Company whose shares it holds.

2.1.12 The Company may not pay commission exceeding 10% to any person in consideration for their subscribing or agreeing, whether absolutely or conditionally, to subscribe for any shares of the Company.

2.1.13 Securities of the Company are to be issued in either certificated or uncertificated form. To the extent that shares in the Company are issued in certificated form, as contemplated in section 49(2)(a) of the Act, every shareholder to whom shares are issued and whose name is entered in the share register will be entitled to one certificate for all the shares in any class, registered in his/her name, or to several certificates, each for a part of such shares.

2.1.14 A certificate evidencing any certificated securities of the Company:

2.1.14.1 must state on its face:

2.1.14.1.1 the name of the Company;

2.1.14.1.2 the name of the person to whom the securities were issued;

2.1.14.1.3 the number and class of shares and the designation of the series, if any, evidenced by that certificate;

2.1.14.1.4 a number distinctive for each certificate; and

2.1.14.1.5 any restriction on the transfer of the securities evidenced by that certificate, provided that any share certificate issued by a pre-existing Company shall not be invalidated solely by reason of it failing to comply with the aforesaid specifications;

2.1.14.2 must be signed by two persons authorised by the board; and

2.1.14.3 is proof that the named security holder owns the securities, in the absence of evidence to the contrary;

2.1.15 A signature contemplated in clause 2.1.14.2 may be affixed to or placed on the certificate by autographic, mechanical or electronic means.


2.1.16 If a securities certificate is defaced, lost or destroyed, it may be replaced on payment of any duty payable on the new certificate and on such terms (if any) as to evidence, indemnity and payment of the out-of pocket expenses of the Company of investigating such evidence and, in the case of loss or destruction, of advertising the same, as the board may think fit and, in the case of defacement, on delivery of the old certificate to the Company.

2.1.17 A securities certificate in the names of two or more persons shall be delivered to the person first named in the register in respect thereof, or to his authorised agent, and in case of the legal incapacity of any one or more of the joint registered holders of any security, the survivor then first named in the register shall be the only person recognised by the Company as being entitled to such certificate, or any new certificate which may be issued in its place. The Company shall not be bound to register more than one person as the holder of any security.

2.1.18 Subject to clause 2.1.19, the Company must enter in its securities register every transfer of certificated securities, including in the entry:

2.1.18.1 the name and address of the transferee;

2.1.18.2 the description of the securities or interest transferred;

2.1.18.3 the date of the transfer; and

2.1.18.4 the value of any consideration still to be received by the Company on each security or interest, in the case of a transfer of securities contemplated in section 40(5) and (6).

2.1.19 The Company may make an entry contemplated in clause 2.1.18 only if the transfer:

2.1.19.1 is evidenced by an instrument of transfer in a form and substance satisfactory to the board that has been delivered to the Company; or

2.1.19.2 was effected by operation of law.

2.1.20 The provisions of the Act shall apply in respect of the issuance or transfer of uncertificated securities.

2.1.21 All authorities to sign transfer deeds granted by holders of securities for the purpose of transferring securities that may be lodged, produced or exhibited with or to the Company at any of its transfer offices shall as between the Company and the grantor of such authorities, be taken and deemed to continue and remain in full force and effect, and the Company may allow the same to be acted upon until such time as express notice in writing of the revocation of the same shall have been given and lodged at the Company’s transfer offices at which the authority was lodged, produced or exhibited. Even after the giving and lodging of such notices the Company shall be entitled to give effect to any instruments signed under the authority to sign, and certified by any officer of the Company, as being in order before the giving and lodging of such notice.

2.1.22 Under no circumstances shall the Company be entitled to claim a lien on any securities issued by the Company.

2.2 Debt Instruments

2.2.1 The Company’s board may authorise the Company to issue secured or unsecured debt instruments, as contemplated in and subject to the provisions of section 43(2) of the Act.

2.2.2 The board may not grant special privileges associated with any debt instruments to be issued by the Company.

2.3 Registration of Beneficial Interests

The board The Company’s issued securities may be held by, and registered in the name of, one person for the beneficial interest of another person, as contemplated in section 56(1) of the Act.


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3. Clause 3 – Shareholders

3.1 Shareholders’ right to information

Other than the rights to access information set out in section 26, a shareholder has no further rights to information pertaining to the Company.

3.2 Shareholders’ authority to act

Shareholders’ resolutions may not be voted on in writing by shareholders entitled to exercise voting rights as contemplated in section 60 of the Act.

3.3 Votes of shareholders

3.3.1 Subject to the Act and subject to any special terms as to voting upon which any share may be issued or may for the time being be held, if voting on a particular matter is:

3.3.1.1 by a show of hands, any person present and entitled to exercise voting rights has one vote, irrespective of the number of voting rights that person would otherwise be entitled to exercise; and

3.3.1.2 by polling, any person who is present at the meeting, whether in person or by proxy and is entitled to exercise voting rights, has one vote per ordinary share.

3.3.2 A polled vote must be held on any particular matter to be voted on at a meeting if a demand for such a vote is made by:

3.3.2.1 at least five persons having the right to vote on that matter, either as a shareholder or a proxy; or

3.3.2.2 a person who is, or persons who together are, entitled, as a shareholder or proxy, to exercise at least 10% of the voting rights entitled to be voted on that matter.

3.3.3 If voting is conducted by a show of hands, a declaration by the chairman that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, is final, and an entry to that effect in the minute book of the Company is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

3.3.4 If voting is to be conducted by a poll, scrutineers must be appointed by the chairman to count the votes and to declare the result of the poll, and their declaration, which must be announced by the chairman, is deemed to be the resolution of the meeting. If there is any dispute as to the admission or rejection of a vote, the chairman of the meeting must determine the dispute, and his determination is final and conclusive.

3.3.5 In the case of joint holders of a share, only the vote of the senior holder shall be accepted, whether in person or by proxy. For the purpose of this clause, seniority shall be determined by the order in which the names appear in the register or, in the case of persons entitled to a share by transmission, the order in which their names were given in the notice to the Company of that transmission. Several executors of administrators of a deceased member, in whose name any shares stand, shall for the purpose of this clause be deemed joint holders thereof.

3.3.6 Any entity holding shares conferring the right to vote may, by resolution of the directors or other governing body of that entity, authorise one person to act as its representative at any shareholders meeting. The representative shall be entitled to exercise the same powers as that entity could exercise if it were an individual shareholder. The board may, but shall not be obliged to, require proof to their satisfaction of the appointment or authority of a representative to act.


3.4 Proxies and voting under power of attorney

3.4.1 A shareholder may, at any time, appoint any individual, including an individual who is not a shareholder, as a proxy to participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder.

3.4.2 The instrument that appoints a proxy shall:

3.4.2.1 be in writing, dated and signed by the shareholder;

3.4.2.2 be given by the person appointing such proxy or his attorney duly authorised in writing or, if the appointor be a corporation, given by an officer or attorney so authorised.

3.4.3 The holder of a power of attorney from a shareholder may, if so authorised by the power of attorney, vote for and represent such shareholder at any meeting of the Company.

3.4.4 Every instrument of proxy, whether for a specified meeting or otherwise, shall comply with section 58 of the Act and subject thereto be in following format, or in such other form as the Company’s board may approve, and the board may, if they think fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting:

“I/We

of

being a shareholder/shareholders of the above named Company do hereby appoint of or failing him

of or failing him

the chairman of the Company or failing him the chairman of the meeting as my /our proxy to:

[participate in, and speak and vote for me / us at a shareholders meeting of the Company to be held at on 20 at (time appointed) and at any adjournment thereof.] /[give or withhold written consent on my / our behalf to the written resolutions to which this form of proxy is attached, as contemplated in section 60 of the Act.] / [participate in, and speak and vote for me / us at any shareholders meeting held by the Company, or give or withhold written consent on my / our behalf in respect of any decision contemplated in section 60 of the Act, between the date of this proxy instrument and 20 ]*

Dated this day of 20

Name (in full)

Address

Signature

* Delete as applicable

I / We desire to vote as follows:

For Against Abstain

Resolution No. 1

Resolution No. 2

(Set out the numbers of the resolutions if more than 1)

Indicate voting preference by placing a mark (either a tick or a cross) in the appropriate block.


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3.4.5 Unless otherwise directed, the proxy will vote or abstain as he thinks fit in respect of the shareholder’s total holding.

3.5 Representation by concurrent proxies

The right of a shareholder to appoint two or more persons concurrently as proxies, and to appoint more than one proxy to exercise voting rights attached to different securities held by the shareholder is not restricted or varied by this Memorandum of Incorporation.

3.6 Authority of proxy to delegate

The authority of a shareholder’s proxy to delegate that proxy’s authority to act on behalf of the shareholder, subject to any restriction set out in the instrument appointing that proxy, is not restricted or varied by this Memorandum of Incorporation.

3.7 Requirement to deliver proxy instrument to the Company

The instrument of proxy or power of attorney appointing a proxy for any particular meeting shall be delivered to the Company at its registered address not less than twenty four hours (or such lesser period as the directors may determine in relation to any particular meeting) before such meeting is due to take place, failing which the instrument of proxy or power of attorney shall not be treated as valid.

3.8 Deliberative authority of proxy

3.8.1 The authority of a shareholder’s proxy to decide without direction from the shareholder whether to exercise, or abstain from exercising, any voting right of the shareholder, except to the extent that the instrument appointing that proxy provides otherwise, is not restricted or varied by this Memorandum of Incorporation.

3.8.2 A proxy will be deemed to be authorised to demand a poll as provided for in section 63(7) of the Act.

3.9 Validity of appointment

3.9.1 The proxy appointment remains valid only for its intended purpose, provided that it may be revoked at any time by cancellation in writing, or the making of a later inconsistent appointment of another proxy, and delivering a copy of the revocation instrument to the proxy, and to the Company.

3.9.2 The appointment of a proxy is suspended at any time and to the extent that the shareholder chooses to act directly and in person in the exercise of any rights as a shareholder.

3.9.3 A vote given in accordance with the terms of an instrument of proxy or power of attorney appointing a proxy shall be valid notwithstanding the previous legal incapacity of the shareholder or revocation of the instrument or power of attorney or of the transfer of the securities in respect of which the vote is given, unless notice in writing of such legal incapacity, revocation or transfer shall have been received by or on behalf of the Company not less than forty-eight hours (or such lesser period as the board may determine in relation to any particular meeting) before the time appointed for holding the meeting.

3.10 Record date for exercise of shareholder rights

Subject to the Listings Requirements, if, at any time, the Company’s board fails to determine a record date for any action or event, the record date for the relevant matter is:

3.10.1 in the case of a meeting, the latest date by which the Company is required to give shareholders notice of that meeting; or

3.10.2 in any other case, the date of the action or event.


3.11 Ratification of Ultra Vires Acts

As contemplated in 10.3 of Schedule 10, unless otherwise agreed with the JSE, the shareholders may not resolve to ratify any action by the Company or the directors as contemplated in sections 20(2) and 20(6) of the Act if such resolution would lead to the ratification of any act which is contrary to the JSE Listings Requirements.

4. Clause 4 – Shareholders Meetings

4.1 Requirement to hold meetings

The Company is not required to hold any shareholders meetings other than those specifically required by section 61 and this clause 4, but may do so.

4.2 Boards right to call a meeting

The board of the Company may call a shareholders’ meeting shareholders meeting at any time.

4.3 Shareholders’ right to requisition a meeting

4.3.1 The right of shareholders to requisition the Company’s board to call a shareholders meeting may be exercised if, in aggregate, written and signed demands for substantially the same purpose are made by the holders of at least 10% of the voting rights entitled to be exercised in relation to the matter to be considered at the meeting, provided that each such demand describes the specific purpose for which the meeting is proposed.

4.3.2 In addition, any general meeting may be called by two or more shareholders holding not less than 20% of the Company’s issued shares.

4.4 Location of shareholders meetings

The authority of the Company’s board to determine the location of any shareholders meeting and the authority of the Company to hold any such meeting in the Republic or in any foreign country, is not restricted or varied by this Memorandum of Incorporation.

4.5 Calling a shareholders’ meeting

If the Company is unable to convene a shareholders’ meeting because it has no directors or because all of its directors are incapacitated, any shareholder may convene a meeting.

4.6 Notice of shareholders meetings

4.6.1 The minimum number of days for the Company to deliver a notice of a shareholders meeting to the shareholders who are entitled to vote is:

4.6.1.1 15 business days before the meeting is to begin; and

4.6.1.2 in the event that the notice of a shareholders meeting is sent by registered post the notice will be deemed to be delivered on the 7th day following the day on which the notice was posted as recorded by the post office, unless there is conclusive evidence that the notice was delivered on a different day.

4.6.2 In accordance with section 62(2A) of the Act and as contemplated in 10.11(a) of Schedule 10, a shareholders’ meeting called for the purpose of passing an ordinary or special resolution may be called with less notice than that required by clause 4.6.1.1, but such meeting may only proceed if every shareholder entitled to exercise voting rights in respect of any item on the agenda for the meeting is present at the meeting and votes to waive the required minimum notice of the meeting.

4.6.3 A notice of a meeting must be in writing and include the information set out in sections 62(3) and 63(3).


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4.6.4 In accordance with section 63(1) of the Act, before any person may attend and participate in a shareholders’ meeting:

4.6.4.1 that person must present reasonably satisfactory identification; and

4.6.4.2 the chairman presiding over the shareholders’ meeting must be reasonably satisfied that the person has the right to participate in and vote at the meeting, as a shareholder or proxy.

4.6.5 In accordance with section 62(4), if there was a material defect in the giving of the notice of the shareholders’ meeting, the meeting may proceed if every shareholder who is entitled to exercise voting rights in respect of any item on the agenda for the shareholders’ meeting is present at the meeting and votes to ratify the defective notice.

4.6.6 In accordance with section 62(5) of the Act, if a material defect in form or manner of giving notice of a shareholders’ meeting only relates to one or more particular items on the agenda for the meeting:

4.6.6.1 those items can be severed from the agenda and the notice will remain valid in respect of the other items on the agenda; and

4.6.6.2 the meeting may continue to consider a severed matter if the defective notice in respect of that matter is ratified in accordance with clause 4.6.5.

4.6.7 A notice of meeting must be sent to the JSE at the same time that it is sent to the shareholders and must also be announced through the Securities Exchange News Service of the JSE.

4.7 Electronic participation in shareholders meeting

The authority of the Company to conduct a shareholders’ meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, provided that the electronic communication employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the meeting, is not restricted or varied by this Memorandum of Incorporation.

4.8 Quorum for shareholders meetings

4.8.1 Subject to the provisions of clause 4.8.2 to clause 4.8.6 (both inclusive), the quorum requirement for:

4.8.1.1 a shareholders meeting to begin is sufficient persons present at the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting; and

4.8.1.2 a matter to begin to be considered at the meeting is sufficient persons present at the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda.

4.8.2 Notwithstanding clause 4.8.1, a meeting may not begin, or a matter begins to be considered, unless at least three shareholders are present at the meeting and the requirements of clause 4.8.1 are satisfied.

4.8.3 If, within thirty minutes after the appointed time for a meeting to begin, the requirements of clause 4.8.1, or


4.8.4 if applicable:

4.8.4.1 for that meeting to begin have not been satisfied, the meeting is postponed without motion, vote or further notice, for one week; and

4.8.4.2 for consideration of a particular matter to begin have not been satisfied:

4.8.4.2.1 if there is other business on the agenda of the meeting, consideration of that matter may be postponed to a later time in the meeting without motion or vote; or

4.8.4.2.2 if there is no other business on the agenda of the meeting, the meeting is adjourned for one week, without motion or vote.

4.8.5 The person intended to preside at a meeting, where the quorum requirements in clause 4.8.1, or clause 4.8.2 if applicable, are not satisfied, may extend the 30 minute limit allowed for a reasonable period on the grounds that:

4.8.5.1 exceptional circumstances affecting weather, transportation or electronic communication have impeded, or are impeding, the ability of shareholders to be present at the meeting; or

4.8.5.2 one or more delayed shareholders have communicated an intention to attend the meeting, and those shareholders, together with others in attendance, would satisfy the quorum requirements; or

4.8.5.3 any other reason such person considers appropriate.

4.8.6 After a quorum has been established for a meeting, the shareholders constituting the quorum must remain present at the meeting for all matters that must be considered at the meeting.

4.8.7 If the quorum requirements in clause 4.8.1, or clause 4.8.2 if applicable, have not been satisfied at the time appointed for a postponed meeting to begin, or for an adjourned meeting to resume, the shareholders present in person or by proxy shall be deemed to constitute a quorum.

4.9 Adjournment of shareholders meetings

4.9.1 Subject to clauses 4.8, 4.9.2 and 4.9.3, a shareholders meeting or the consideration of any matter at the meeting, may be adjourned from time to time, on a motion supported by persons entitled to exercise, in aggregate, a majority of the voting rights held by all of the persons who are present at the meeting at the time and that are entitled to be exercised on at least one matter remaining on the agenda of the meeting, or on the matter under consideration, as the case may be.

4.9.2 An adjournment of a meeting, or the consideration of a matter at the meeting, in terms clause 4.9.1, may be either to a fixed time and place or until further notice, as agreed at the meeting.

4.9.3 A meeting may not be adjourned beyond the earlier of:

4.9.3.1 120 business days after the record date determined in accordance with clause 3.10; or

4.9.3.2 60 business days after the date on which the adjournment occurred.

4.10 Shareholders resolutions

4.10.1 For an ordinary resolution to be approved by shareholders, it must be supported by the holders of more than 50% of the voting rights exercised on that resolution.

4.10.2 For a special resolution to be approved by shareholders, it must be supported by the holders of at least 75% of the voting rights exercised on that resolution.


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4.11 Annual General Meeting

4.11.1 The Company shall be required to hold an annual general meeting:

4.11.1.1 initially, no more than 18 months after its date of incorporation; and

4.11.1.2 thereafter, once in every calendar year, but no more than 15 months after the date of the previous annual general meeting.

4.11.2 In addition to the requirements of clause 4.6, the notice calling an annual general meeting shall include:

4.11.2.1 the financial statements to be presented, or a summarised form thereof; and

4.11.2.2 directions for obtaining a copy of the complete financial statements for the preceding financial year.

4.11.3 The agenda at an annual general meeting shall include but shall not be limited to:

4.11.3.1 presentation of the directors’ report audited financial statements for the immediately preceding financial year, and, if required, an audit committee report;

4.11.3.2 election of directors, to the extent required by the Act or this Memorandum of Incorporation;

4.11.3.3 appointment of an auditor for the ensuing financial year and, if required an audit committee; and

4.11.3.4 any matters raised by shareholders, with or without advance notice to the Company.

5. Clause 5 – Directors and Officers

5.1 Composition of the board

5.1.1 All Directors shall be elected by an ordinary resolution of the Shareholders at a general or annual general meeting of the Company and no appointment of a Director in accordance with a resolution passed in terms of section 60 shall be competent. Any Shareholder shall be entitled to nominate any Person for election as a Director at any Shareholders’ meeting, provided that such nomination, together with the consent of that person to be elected as a Director, shall be received by the Company no later than four Business Days prior to the date of such Shareholders’ meeting.

5.1.2 The Company’s board shall comprise not less than four directors, to be elected by the shareholders, in addition to the minimum number of directors that the Company must have to satisfy any requirement, whether in terms of the Act or this Memorandum of Incorporation, to appoint an audit committee, or a social and ethics committee as contemplated in section 72 (4).

5.1.3 Subject to clause 5.1.7, each director, other than the first directors and any directors appointed in this Memorandum of Incorporation, must be elected by the persons entitled to exercise voting rights in such an election to serve for a term of 5 years provided that no director may be appointed for life or for an indefinite period.

5.1.4 In any election of directors, the election is to be conducted as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy.


5.1.5 In each vote to fill a vacancy, each voting right entitled to be exercised may be exercised once and the vacancy is filled only if a majority of the voting rights exercised are in support of the candidate.

5.1.6 There are no ex officio directors in addition to any directors appointed in terms of this Memorandum of Incorporation and the elected directors.

5.1.7 The appointment of a director, whether to fill a casual vacancy or as an addition to the board (or otherwise), must be confirmed by shareholders at the annual general meeting following such appointment.

5.1.8 Should the number of directors fall below the minimum number prescribed in clause 5.1.2 the remaining directors must as soon as possible and in any event not more than 3 months from the date that the number falls below the minimum number prescribed in clause 5.1.2:

5.1.8.1 convene a general meeting for purposes of appointing a director in terms of clauses 5.1.3, 5.1.4 and 5.1.5; or

5.1.8.2 appoint a director in terms of clause 5.1.9.

5.1.9 The authority of the board to fill any vacancy on the board on a temporary basis, is not restricted or varied by this Memorandum of Incorporation. A director appointed on a temporary basis has all the powers, functions and duties, and is subject to all the liabilities, of any other director.

5.1.10 Any failure by the Company to fill a vacancy on the board in terms of clause 5.1.8 shall not limit the authority of the board nor shall it invalidate any acts of the board or the Company prior to the expiry of the 3 month period referred to in clause 5.1.8. Notwithstanding the aforegoing, upon the expiry of the 3 month period the remaining directors shall only be entitled to act for purposes of filling vacancies or calling general meetings of shareholders.

5.1.11 At least one third of the non-executive directors of the Company must retire at the Company’s annual general meetings or other general meetings on an annual basis. The retiring members of the board may be re-elected provided that they are eligible. The board of directors, assisted where appropriate by a nomination committee, should recommend eligibility, taking into account past performance and contribution.

5.1.12 To become or to continue to act as a director or a prescribed officer of the Company, a person must not be:

5.1.12.1 a juristic person;

5.1.12.2 an unemancipated minor, or a person under a similar legal disability;

5.1.12.3 a person who has been declared a delinquent or placed under probation by a court in terms of section 47 of the Close Corporations Act, 1984 or section 162, except to the extent permitted by the order of probation;

5.1.12.4 an unrehabilitated insolvent;

5.1.12.5 prohibited in terms of any public regulation to be a director;

5.1.12.6 removed from an office of trust, on the grounds of misconduct involving dishonesty;

5.1.12.7 a person who has been convicted, in the Republic or elsewhere, and imprisoned without the option of a fine, or fined more than the prescribed amount, for theft, fraud, forgery, perjury or any offence:

5.1.12.8 involving fraud, misrepresentation or dishonesty;


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5.1.12.9 in connection with the promotion, formation or management of a Company, or having been appointed or elected as a director or acting as a director, or having been placed under probation by a court; or 5.1.11.7.3 under the Act, the Insolvency Act, 1936, the Close Corporations Act, 1984, the Competition Act, 1998, the Financial Intelligence Centre Act, 2001, the Securities Services Act, 2004, or Chapter 2 of the Prevention and Combating of Corruption Activities Act, 2004.

5.1.13 A person need not satisfy any further eligibility requirements or qualifications.

5.2 Alternate directors

5.2.1 Each director may appoint and remove any person, including another director, to act as an alternate director in such director’s place and during their absence, provided that such person has been approved for that purpose by a resolution of the Company’s board. Any appointment or removal of an alternate director shall be effected by a written notice to the Company signed by the person appointing or removing that alternate.

5.2.2 An alternate director shall, except as regards the power to appoint an alternate and to receive remuneration, be subject in all respects to the terms and conditions applicable to the other directors, and each alternate director shall be entitled:

5.2.2.1 to receive notice of all meetings of the directors or of any committee of the directors of which the alternate’s appointor is a member;

5.2.2.2 to attend and vote at any such meetings at which the alternate’s appointor is not personally present;

5.2.2.3 to furnish written consent to adopt a decision which could be voted on at a board meeting;

5.2.2.4 to be appointed as an alternate to more than one director and shall have a vote for each director for whom such alternate acts, in addition to their own vote, if any; and

5.2.2.5 generally, to exercise and discharge all the functions, powers and duties of the alternate’s appointor in such appointor’s absence as if such alternate were a director.

5.2.3 An alternate director shall cease to be an alternate director if the alternate’s appointor ceases for any reason to be a director, provided that if any director retires but is re-elected at the same meeting, any appointment made by such director shall remain in force as though the director had not retired.

5.3 Authority of the board

5.3.1 The authority of the Company’s board to exercise all of the powers and perform any of the functions of the Company and to manage and direct the business and affairs of the Company, is not restricted or varied by this Memorandum of Incorporation.

5.3.2 If, at any time, the Company has only one director, the authority of that director to act without notice or compliance with any other internal formalities, is not restricted or varied by this Memorandum of Incorporation.

5.4 Directors’ meetings and committees

5.4.1 A director authorised by the board of the Company:

5.4.1.1 may call a meeting of the board at any time; and


5.4.1.2 must call such a meeting if required to do so by at least:

5.4.1.2.1 25% of the directors, in the case of a board that has at least 12 members; or

5.4.1.2.2 two directors, in any other case.

5.4.2 Notwithstanding clause 5.4.1, any director may call a meeting of directors if such director considers there is good reason to do so.

5.4.3 The authority of the board to conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication, provided that the electronic communication facility employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the meeting, is not restricted or varied by this Memorandum of Incorporation.

5.4.4 The authority of the board to adopt a resolution, which could be voted on at a board meeting, by way of written consent of a majority of the directors, given in person or by electronic communication, provided that each director has received notice of the matter to be decided, is not restricted or varied by this Memorandum of Incorporation. Any resolution adopted in the manner contemplated in this clause 5.4.4:

5.4.4.1 shall be valid and effective as if it had been approved by voting at a meeting of directors;

5.4.4.2 shall be inserted into the minute book of the Company; and

5.4.4.3 may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last director who signed it (unless otherwise stated in the resolution).

5.4.5 The board may determine the form and time for giving notice of its meetings but such a determination must comply with any requirements set out in this Memorandum of Incorporation, provided that no meeting of the board shall be convened without notice to all of the directors subject, however, to the provisions of clause 5.4.6.

5.4.6 The authority of the board to proceed with a meeting even if there was a failure to give the required notice or there was a defect in the giving of such notice, provided that all of the directors acknowledge actual receipt of the notice or are present at the meeting or waive notice of the meeting, is not restricted or varied by this Memorandum of Incorporation.

5.4.7 The quorum requirement for a meeting is a majority of directors.

5.4.8 Each director has one vote on a matter and a majority of votes cast on a resolution is sufficient to approve that resolution.

5.4.9 The board shall be entitled to elect a chairman, deputy chairman or vice chairman from one of its number and may determine the period for which such persons shall hold office. In the case of a tied vote the chairman or vice-chairman shall have a deciding vote and the resolution shall pass provided that, where the quorum of directors is 2, the chairman shall not be permitted to have a casting vote if only 2 directors are present at a meeting.

5.5 Directors’ power to affect borrowing

The Company’s board may raise or borrow from time to time for the purposes of the Company, or secure the payment, of such sums as they think fit and may secure the repayment or payment of any such sums by guarantee, bond or mortgage upon all or any of the property or assets of the Company or by the issue of debt instruments or otherwise as they may think fit.


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5.6 Directors’ compensation and financial assistance

5.6.1 The authority of the Company to pay remuneration to the directors, in accordance with a special resolution approved by the shareholders within the previous two years, is not restricted or varied by this Memorandum of Incorporation.

5.6.2 If any director is called upon to perform extra services or to make any special exertions in going or residing abroad, or otherwise, for any of the purposes of the Company, then such director shall be entitled to receive such remuneration, either in addition to or in substitution for any other remuneration, as is determined by the board, provided that such director shall not be considered for purposes of constituting a quorum, nor shall they be entitled to vote, in respect of such remuneration.

5.6.3 In the event of a director being employed by the Company in any other capacity, or as a director or employee of a Company that is controlled by or is itself a subsidiary of the Company, then such director shall not be considered for purposes of constituting the quorum, nor shall they be permitted to vote, in respect of any resolution in regard to such appointment and/or the remuneration payable in respect of such office.

5.6.4 The authority of the Company’s board to authorise the Company to provide financial assistance to a director or prescribed officer of the Company or a related or inter-related Company, or to a related or interrelated Company or corporation or to a member of a related or interrelated Company or corporation, or to a person related to any such person or entity, subject to the provisions of section 45 (3), is not restricted or varied by this Memorandum of Incorporation.

5.7 Indemnification of Directors

5.7.1 For purposes of this clause 5.7, “director” includes a former director, an alternate director, a prescribed officer or a person who is a member of a committee of a board of the Company, or of the audit committee of the Company, irrespective of whether or not the person is also a member of the board.

5.7.2 The authority of the Company to advance expenses to a director to defend litigation in any proceedings arising out of the director’s service to the Company and to directly or indirectly indemnify a director in respect of such expenses if those proceedings are abandoned or exculpate the director or arise in respect of any liability for which the Company may indemnify the director, is not restricted or varied by this Memorandum of Incorporation.

5.7.3 The authority of the Company to indemnify a director in respect of any liability for which the Company may indemnify a director, is not restricted or varied by this Memorandum of Incorporation.

5.7.4 The authority of the Company to purchase insurance to protect:

5.7.4.1 a director against any expenses or liability for which the Company may indemnify a director as contemplated in clause 5.7.2 or clause 5.7.3; or

5.7.4.2 the Company against any contingency including but not limited to any expenses that the Company is permitted to advance or for which the Company is permitted to indemnity a director as contemplated in clause 5.7.2 or any liability for which the Company is permitted to indemnify a director as contemplated in clause 5.7.3,

5.7.4.3 is not restricted or varied by this Memorandum of Incorporation.


5.7.5 The Company shall be entitled to claim restitution from a director or a related Company for any money paid directly or indirectly by the Company to or on behalf of that director in any manner inconsistent with this clause 5.7 or the Act.

5.8 Committees of the board

5.8.1 The authority of the Company’s board to appoint any number of committees for managing any of the affairs of the Company and to appoint any persons to be members of such committees and to delegate to any such committee any authority of the board, is not restricted or varied by this Memorandum of Incorporation

5.8.2 Subject to the powers and authorities granted by the board to any such committee, the authority of any such committee to:

5.8.2.1 include persons who are not directors, provided that such persons are not ineligible or disqualified from being a director as contemplated in clause 5.1.11 and that no such person shall vote on a matter to be decided by the committee;

5.8.2.2 consult with or receive advice from any other person; and

5.8.2.3 exercise the full authority of the board in respect of a matter referred to it, is not restricted or varied by this Memorandum of Incorporation.

5.9 Authentication of documents

5.9.1 Any director or any person appointed by the directors for this purpose shall have power to authenticate any resolutions passed by the shareholders or the directors, and any books, records, documents and accounts relating to the Company, and to certify copies thereof or extracts therefrom as true copies or extracts and where any books, records, documents or accounts are elsewhere than at the registered office, the local manager or other officer of the Company having the custody at such other place shall be deemed to be the person appointed by the directors aforesaid.

5.9.2 A document purporting to be a copy of a resolution of the directors or an extract from the minutes of a meeting of the directors which is certified as such in accordance with the provisions of clause 5.9.1 shall be conclusive evidence in favour of all persons dealing with the Company that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the directors.

5.10 Audit Committee

5.10.1 The Company must, at each annual general meeting of the Company, elect an audit committee comprising at least three members, each of which member must:

5.10.1.1 be a director of the Company, who satisfies any applicable requirements prescribed in terms of section 94(5) of the Act;

5.10.1.2 not be:

5.10.1.2.1 involved in the day-to-day management of the Company’s business or have been so involved at any time during the previous financial year;

5.10.1.2.2 a prescribed officer, or full-time employee, of the Company or another related or inter-related Company, or have been such an officer or employee at any time during the previous three financial years; or


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5.10.1.2.3 a material supplier or customer of the Company, such that a reasonable and informed third party would conclude in the circumstances that the integrity, impartiality or objectivity of that director is compromised by that relationship; and 5.10.1.3 not be related to any person who falls within any of the criteria set out in clause 5.10.1.2.

5.10.2 The audit committee shall be appointed in accordance with, and its duties regulated by, section 94.

5.11 Social and Ethics Committee

The Company must, at each annual general meeting of the Company, elect a social and ethics committee comprising at least three directors or prescribed officers of the Company, at least one of whom must be a director who is not involved in the day-to-day management of the Company’s business, and must not have been so involved within the previous three financial years. The social and ethics committee shall be appointed in accordance with, and its duties regulated by, regulation 43 to the Act.

5.12 Company Secretary

5.12.1 The Board shall appoint a Company Secretary in accordance with sections 86 and 87 of the Act.

5.12.2 Should any vacancy arise in the office of Company Secretary, the board shall, within 60 (sixty) business days after a vacancy arises, fill such vacancy.

5.13 Registration of Auditors and Company Secretary

5.13.1 The Company shall, in accordance with section 85, maintain a record of all its Company secretaries and auditors, including, in respect of each person appointed as Company Secretary or auditor of the Company:

5.13.1.1 the name, including any former name, of each such person; and

5.13.1.2 the date of every such appointment.

5.13.2 If a firm or juristic person is appointed, the Company shall maintain a record of:

5.13.2.1 the name, registration number and registered office address of that firm or juristic person; and

5.13.2.2 the name of any individual contemplated in section 90(3).

5.13.3 Any changes in the particulars referred to in clause 5.13 shall be recorded in those records as they occur, with the date and nature of each such change.

5.13.4 The Company shall, within ten days of appointment of the auditors and/or a Company Secretary, or after the termination of service of such an appointment, file a notice of the appointment or termination with the Commission.


6. Clause 6 – General Provisions

6.1 Dividends and Reserves

6.1.1 Subject to the provisions of section 46, the shareholders may (if authorised by the Company’s board) or the board may from time to time declare a dividend to be paid to the shareholders according to their respective rights and interests in proportion to the number of shares held by them in each class in respect of which the dividend is payable, provided that the shareholders at a shareholders meeting may not declare a dividend larger than that recommended by the directors. If any share is issued on terms providing that it shall rank for dividend as from a particular date or for all dividends declared after a particular date, such share shall rank for dividend accordingly.

6.1.2 Dividends are payable to shareholders that are registered as at a date subsequent to the date of declaration of the dividend or the date of confirmation of the dividend, whichever date is later.

6.1.3 A dividend may be declared out of the profits or reserves of the Company, whether realised or unrealised, whether of a revenue or a capital nature and whether designated distributions or not, and no dividend shall carry interest as against the Company, except as otherwise provided under the conditions of issue of the shares in respect of which such dividend is payable. Dividends may be declared either free of or subject to the deduction of income tax and any other tax or duty in respect of which the Company may be chargeable.

6.1.4 Subject to the provisions of section 46, the shareholders may (if authorised by the board), or the board may from time to time pay to the shareholders such interim dividends as appear to the board to be justified by the position of the Company. The board may also pay the fixed dividend payable on any preference share half-yearly or otherwise on fixed dates whenever such position in the opinion of the board justifies that course.

6.1.5 All unclaimed dividends may be invested or otherwise made use of by the board for the benefit of the Company until claimed, provided that dividends unclaimed for a period of three years may be made forfeit by the board for the benefit of the Company; and provided further that if so resolved by the board such unclaimed dividends may be settled by the Company upon trustees to be held in trust for the benefit of the relevant shareholders, whereupon the liability of the Company in relation thereto shall be extinguished and the Company shall hold monies other than dividends due to shareholders in trust indefinitely until lawfully claimed by the shareholders, subject to the laws of prescription.

6.1.5.1 the monies invested or otherwise made use of by the board in accordance with clause 6.1.5 will not diminish the shareholders right to claim such dividends within the prescribed three years; and

6.1.5.2 such dividends will be available immediately when claimed by the shareholders.

6.1.6 Any dividend may be paid and satisfied, either wholly or in part, by the distribution of specific assets, or in shares or debt instruments of the Company or of any other Company, or in cash, or in any one or more of such ways as the directors or the Company in general meeting may at the time of declaring the dividend determine and direct.


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6.1.7 The board may before recommending any dividend whether preferential or otherwise, set aside out of the profits of the Company whether realised or unrealised and whether of a revenue or of a capital nature such sum as they think proper as reserves which shall, at the discretion of the board be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments as the board may from time to time think fit. The board may also without placing the same to reserve, carry forward any profits which they may think prudent not to declare as a dividend.

6.1.8 Subject to the provisions of section 47, the shareholders may (if authorised by the board) and the board may, at any time and from time to time resolve that it is desirable to capitalise all or any part of the amount for the time being standing to the credit of any of the Company’s reserves or of any capital redemption reserve fund or to the credit of the income statement or otherwise available for distribution and not required for the payment of the fixed dividends on any preference shares of the Company, and accordingly that such amount be set free for distribution among the shareholders or any class of shareholders who would be entitled thereto if distributed by way of dividend and in the same proportions on the footing that the same be not paid in cash but either be applied in paying up unissued shares of the Company to be issued to such shareholders as fully paid capitalisation shares.

6.2 Distributions to shareholders

6.2.1 Notwithstanding the provisions of clause 6.1 insofar as they relate to payments of dividends to shareholders, the board may from time to time, subject to the provisions of section 46 and the Listings Requirements, make distributions to shareholders.

6.2.2 Without derogating from the provisions of clause 6.1 and subject to any requirements which may be imposed by the Act, the shareholders may, upon the recommendation of the directors, resolve to distribute or deal with, in any way authorised by the Act, all or any part of the amount for the time being standing to the credit of any of the Company’s reserves or any share capital of the Company.

6.3 Accounts

6.3.1 The Company’s board shall keep such accounting records and books of account as are prescribed by the Act.

6.3.2 The accounting records shall be kept at the registered office of the Company or (subject to the provisions of section 25 of the Act) at such other place as the board think fit, and shall at all times be open to inspection by the board. Except as provided by the Act, or by the authority of the board, no shareholder (other than a shareholder who happens to be a Director) shall have any right to inspect any accounting record book, account or document of the Company.

6.3.3 The Directors shall, in accordance with sections 30 and 31 of the Act, cause to be prepared and laid before the Company at its annual general meeting such financial statements, directors reports and Group financial statements and Group reports, if any, as are referred to in those sections.

6.3.4 Subject to the provisions of the Act, a copy of the financial statements and reports referred to in clause 6.3.3 shall be delivered or sent by post or electronic mail to the registered address of each share holder and debt instrument holder at least 15 business days before the annual general meeting. Alternatively, a shareholder or debt instrument holder may give the Company an address for the purposes of receiving electronic communications, in which case a copy of such documents may be delivered to that shareholder or debt instrument holder at that address. This clause 6.3.4 shall not require a copy of such documents to be delivered or sent to any person who is not entitled to receive notice of general meetings of the Company or of whose address the Company is not aware, or to more than one of the joint holders of any securities.

6.3.5 The Company’s financial year end is the end of August of each year.

6.4 Auditors

Auditors shall be appointed, and their duties regulated in accordance with the provisions of sections 90, 91, 92 and 93 of the Act.

6.5 Winding-up

If the Company is wound-up the liquidator may, with the sanction of a special resolution of the shareholders, distribute among the shareholders in specie the whole or any part of the assets of the Company and may for such purpose set such value as the liquidator deems fair upon any asset and may determine how the distribution shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, after discharging all liabilities and with like sanction, vest the whole or any part of such assets upon trustees to be held in trust for the benefit of the shareholders or any of them as the liquidator deems fit.

Adoption of Memorandum of Incorporation

This Memorandum of Incorporation was adopted by special resolution at a shareholder

Meeting held on



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Miranda Mineral Holdings Ltd(Incorporated in the Republic of South Africa)

(Registration number: 1998/001940/06)(“Miranda” or “the Company”)

ISIN code: ZAE 0000074019 Share code: MMH

NOTICE OF ANNUAL GENERAL MEETINGNotice is hereby given that an annual general meeting of shareholders of the Company will be held on Wednesday, 8 May 2013 at 10:00 at the Protea Hotel Midrand 14th Street, Noordwyk Ext 20 Halfway House Midrand Gauteng to deal with such business as may lawfully be dealt with at the meeting and to consider and, if deemed fit, pass, with or without modification, the ordinary and special resolutions set out hereunder in the manner required by the Companies Act No. 71 of 2008, as amended “(the Companies Act”), the memorandum of incorporation (“MOI”) of the Company and the Listings Requirements of the JSE Ltd (“Listings Requirements”).

Meeting participants (including shareholders and proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, driver’s licences and passports.

1. Ordinary resolution number 1Financial statements for the year ended 31 August 2012“Resolved that the audited financial statements of the Company and its subsidiaries, which includes the directors’ reports, audit committee report and independent auditors report for the year ended 31 August 2012 be and be approved and adopted. “

The percentage of voting rights that will be required for this resolution to be adopted is more than 50% of the votes exercised on the resolution.

The complete financial statements are set out on pages 58 - 105 of the integrated annual report posted to shareholders on or about 4 March 2013.

2. Ordinary resolution number 2Confirmation of appointment of external auditor

“Resolved that shareholders authorise the Board to appoint PKF (Jhb) Inc, as the independent external auditors and Rudi Huiskamp as the individual designated auditor of the Company for the ensuing year.”


NOTICE OF ANNUAL GENERAL MEETING

3. Ordinary resolution number 3Re‑election of directors who retire by rotation Brief biographies in respect of each director offering himself for re-election are contained on pages 4 - 5 of the integrated annual report, are eligible and offer themselves for re-election:

“Resolved that shareholders re-elect by way of a separate vote, the following directors who retire by rotation in terms of the Company’s MOI, and who, being eligible, have offered themselves for re-election:

2.2.1 Dr. Lelau Mohuba

2.2.2 Michael J Yates


4. Confirmation of appointment of directors“Resolved to confirm, by way of a separate vote, the following directors appointment in terms of section 72 of the MOI.”

4.1.1 Carina de Beer

4.1.2 Mick Cook

5. Ordinary resolution number 5Election of Audit and Risk committee members“Resolved that shareholders elect, each by way of a separate vote, the following independent non-executive as members of the Miranda audit and risk committee, with effect from the end of this annual general meeting until the conclusion of the next annual general meeting of the Company:

5.1 Jabu Mahlangu (Chairman)

5.2 Gideon Joubert

5.3 Michael J Yates

Brief biographies of these directors offering themselves for election as members of the Miranda audit and risk committee are enclosed in the report on pages 40 - 41 of the integrated annual report. The board nominated the directors above as members of the audit and risk committee. The board is satisfied that each nominated member satisfies the requirements of section (94)(4) and (94)(5) of the Companies Act, 2008 and regulation 42 of the Companies Regulations, 2011.


6. Ordinary resolution number 6Endorsement of Miranda remuneration policy“Resolved that shareholders endorse, by way of a non-binding advisory vote, the Company’s remuneration policy (excluding the remuneration of the non-executive directors and the members of board committees for their services as directors and member of committee), as set out in the integrated annual report on page 42.”




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7. Ordinary resolution number 7General authority to directors to allot and issue authorised but unissued ordinary shares“Resolved that the authorised but unissued shares in the capital of the Company be and are hereby placed under the control and authority of the directors of the Company and that the directors of the Company be and are hereby authorised and empowered to allot, issue and otherwise dispose of such shares to such person or persons on such terms and conditions and at such times as the directors of the Company may from time to time and in their discretion deem fit, subject to the provisions of the Companies Act, the MOI of the Company, when applicable, such authority to remain in force until the next annual general meeting.”


8. Ordinary resolution number 8General authority to issue shares for cashIn terms of the JSE Listings Requirements, the approval of 75% majority of the votes cast by shareholders present or represented by proxy at this annual general meeting will be required for this authority to become effective.

“Resolved the directors be and are hereby granted a general authority to issue all or any of the authorised but unissued shares in the capital of the Company, for cash, as and when they in their discretion deem fit, subject to the Companies Act, the MOI of the Company, the Listings Requirements of the JSE, when applicable, and the following limitations, namely that:

• the equity securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;

• any such issue will only be made to “public shareholders” as defined in the JSE Listings Requirements and not related parties;

• the number of shares issued for cash shall not in the aggregate in any one financial year exceed 15% (fifteen percent) of the Company’s issued share capital of ordinary shares. The number of ordinary shares which may be issued shall be based on the number of ordinary shares in issue, added to those that may be issued in future (arising from the conversion of options/convertibles) at the date of such application, less any ordinary shares issued, or to be issued in future arising from options/convertible ordinary shares issued during the current financial year, plus any ordinary shares to be issued pursuant to a rights issue which has been announced, is irrevocable and fully underwritten, or an acquisition which has had final terms announced;

• this authority be valid until the Company’s next annual general meeting, provided that it shall not extend beyond 15 (fifteen) months from the date that this authority is given;

• a paid press announcement giving full details, including the impact on the net asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within 1 (one) financial year, 5% (five percent) or more of the number of shares in issue prior to the issue; and

• in determining the price at which an issue of shares may be made in terms of this authority, the maximum discount permitted will be 10% (ten percent) of the weighted average traded price on the JSE of those shares over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the Company.”

9. Ordinary Resolution Number: 9Adoption of the 2012 share option scheme for the Company“Resolved that, the Company’s 2012 share option scheme (the 2012 scheme) be and is hereby approved for implementation in accordance with its terms.”

The 2012 Scheme is set out on page 106 of the integrated report. A 75% (seventy five per cent) majority of the votes cast by shareholders present or represented by proxy and voting at the general meeting will be required in order for this resolution to become effective.

10. Ordinary resolution number 10

Authority to sign all required documents“Resolved that, subject to the passing of the ordinary and special resolutions at the Meeting, any director of the Company or the Company Secretary shall be and is hereby authorised to sign all documents and perform all acts which may be required to give effect to such ordinary and special resolutions.”

11. Special resolution number 1General authority to acquire (repurchase) shares“Resolved that the Company and/or any subsidiary be and is hereby authorised by way of a specific approval as contemplated in section 48 read with section 46 of the Companies Act, to acquire from time to time issued ordinary shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the MOI of the Company and the provisions of the Companies Act, and provided that:

• Any such acquisition of ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement with the counterparty(reported trades being prohibited);

• This general authority shall be valid until the Company’s next annual general meeting, provided that it shall not extend beyond 15 months from the date of passing of this special resolution number 1, whichever period is shorter;

• An announcement will be published as soon as the Company or any of its subsidiaries have acquired ordinary shares constituting, on a cumulative basis, 3% of the number of ordinary shares in issue and for each 3% in aggregate of the initial number acquired thereafter,;

• Acquisitions of shares in aggregate in any one financial year may not exceed 20% of the Company’s ordinary issued share capital, as the case may be, as at the date of passing of this special resolution number 1;

• Ordinary shares may not be acquired at a price greater than 10% above the weighted average of the market value at which such ordinary shares for the five business days immediately preceding the date the transaction is effected. The JSE should be consulted for a ruling if the Company’s securities have not traded in such five business day period;

• The Company has been given authority by its MOI;

• At any point in time, the Company and/or its subsidiaries may only appoint one agent to effect any such acquisition;

• The aggregate of such acquisitions by subsidiaries of Miranda may not result in such subsidiaries holding more than 10% of Miranda’s issued share capital;

• The Company and/or its subsidiaries undertaking that they will not enter the market to so acquire the Company’s shares until the Company’s sponsor has provided written confirmation to the JSE regarding the adequacy of the Company’s working capital in accordance with the JSE Listings Requirements;

• A resolution has been passed by the board of directors confirming that the board has authorised the general repurchase, that the Company passed the solvency and liquidity test and that since the test was done, there have been no material changes to the financial position of the Group; and



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• The Company and/or its subsidiaries not acquiring any shares during a prohibited period, as defined in the JSE Listings Requirements unless a repurchase programme is in place, where dates and quantities of shares to be traded during the prohibited period are fixed and full details of the programme have been disclosed in an announcement over the Securities Exchange News Service prior to the commencement of the prohibited period.”

• Although no such repurchases are currently in contemplation, the directors undertake that they will not effect a general repurchase of shares as contemplated above unless the following can be met for a period of 12 months after the date of this notice:

• the Company and the Group would in the ordinary course of their business be able to pay their debts;

• the consolidated assets of the Company and the Group would exceed the consolidated liabilities of the Company and the Group respectively, such assets and liabilities being fairly valued and recognised and measured in accordance with the accounting policies used in the financial statements contained in the integrated annual report;

• the issued capital and reserves of the Company and the Group would be adequate for the purposes of the Company and the Group’s business; and

• the Company and the Group’s working capital would be sufficient for their requirements; and

• a resolution by the board of directors will be passed that authorised the repurchase, that Miranda and its subsidiaries have passed the solvency and liquidity test and that since the test was performed, there have been no material changes to the financial position of the Group.

The JSE Listings Requirements require, the following disclosures, which appear in the integrated annual report:

• Directors and management – refer to pages 4 - 5 of the integrated annual report.

• Major shareholders – refer to page 55 of the integrated annual report.

• Directors’ interests in securities – refer to pages 50 of the integrated annual report.

• Share capital of the Company – refer to page 55 of the integrated annual report.

Litigation statementThe directors, whose names appear on pages 4 - 5 of the integrated annual report of which the notice of annual general meeting forms part, are not aware of any legal of arbitration proceedings that are pending or threatened, other than reported in the integrated report that may have or had in the recent past, being at least the previous 12 months, a material effect on the Miranda’s financial position.

Directors’ responsibility statementThe directors, whose names appear on pages 4 - 5 of the integrated annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statements false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this special resolution contains all information required by law and the JSE Listings Requirements.

Material changesOther than the facts and developments reported on in the integrated annual report, there have been no material changes in the financial or trading position of the Company and its subsidiaries since the date of signature of the audit report and up to the date of the notice of annual general meeting.

he directors have no specific intention, at present, for the Company or its subsidiaries to acquire any of the Company’s shares but consider that such a general authority should be put in place should an opportunity present itself to do so during the year, which is in the best interests of the Company and its shareholders.

The directors are of the opinion that it would be in the best interests of the Company to extend such general authority and thereby allow the Company or any of its subsidiaries to be in a position to acquire the shares issued by the Company through the order book of the JSE, should the market conditions, tax dispensation and price justify such an action.


Reason and effect of special resolution number 1The reason and effect for special resolution number 1 is to grant the Company general approval to acquire its own issued shares on such terms, conditions and such amounts determined from time to time by the directors of the Company by the limitations set out above.

Pursuant to and in terms of the JSE Listings Requirements, the directors of the Company hereby state:

• The directors of the Company have no specific intention to effect the provisions of special resolution number 1 but will, however, continually review this position having regard to prevailing circumstances.

• The intention of the Company and/or its subsidiaries is to utilize the general authority to repurchase; if at some future date the cash resources of the Company are in excess of its requirements.

• The method by which the Company and any of its subsidiaries intends to repurchase its securities and the date on which such repurchase will take place, has not yet been determined.

12. Special resolution number 2:

Remuneration of non-executive directors“Resolved that the Board and committee fees for non-executive directors for the financial year ending 31 August 2013, as set out in the note below, be and are hereby authorised, in accordance with section 66 (8) – (9) of the Companies Act and that the Company may continue to pay directors’ fees at the annual rates specified in the note below, for the period from 31 August 2013 until the Company’s 2013 annual general meeting.”

Name of director Current Proposed

Dr. Lelau Mohuba (chairman of the Board) R22 000 per meeting R250 000 per annum

Michael J Yates (lead independent non executive director, chairman of the Remuneration, Social and Ethics Committee and member of the Audit and Risk Committee)

R22 000 per meeting R300 000 per annum

Gideon Joubert (independent non executive director and member of the Remuneration, Social and Ethics Committee as well as the Audit and Risk Committee)


Jabu Mahlangu (independent non executive director, chairman of the Audit and Risk Committee and member of the Remuneration Social and Ethics Committee)


Carole Chiloane (independent non executive director and member of the Remuneration, Social and Ethics Committee)


Peter Cook (non executive director) R22 000 per meeting R200 000 per annum



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Reason and effect of special resolution number 2The Companies Act requires shareholder approval of directors’ fees prior to payment of such fees.

13. Special resolution number 3

Financial assistance in terms of section 44 and 45 of the Companies Act

“Resolved that the board of directors of the Company be and is hereby authorised subject to section 44 and 45 of the Companies Act, the Company’s MOI and the JSE Listing Requirements, authorise the Company to provide direct or indirect financial assistance to a director or prescribed officer of the Company or of a related or interrelated Company, to a related or interrelated Company or corporation, or to a member of a related or interrelated corporation, or to a person related to any such Company, corporation, director, prescribed officer or member, provided that no such financial assistance may be provided at any time in terms of this authority after the expiry of two years from the date of the adoption of this special resolution number 3.”


Reason and effect of special resolution number 3

The reason for, and effect of, the special resolution referred to above, is to permit the Company to provide direct or indirect financial assistance to the entities referred to above.

“This notice constitutes notice in terms of section 45 (5) of the Companies Act that the board has passed the same resolution, which resolution will take effect on the passing of special resolution number 3 set out above.”

14. Special Resolution number 4

Adoption of the Memorandum of Incorporation

Resolved that, by way of a special resolution, that a new Memorandum of Incorporation (“MOI”), as detailed in the attachment to the Integrated Report and the MOI having been available for inspection at the Company’s registered office from the date of notice of this annual general meeting until the date of this annual general meeting, which MOI will supersede the current Memorandum and Articles of Association of the Company, the complete MOI having been initialled by the chairman of this meeting for identification purposes and tabled at this meeting, be and is hereby ratified and approved.


Reason and effectThe reason and effect of the special resolution is that the Company wishes to adopt a new Memorandum of Incorporation (“MOI”) to replace the existing Memorandum and Articles of Association before 1 May 2013, as required by the Companies Act.

15. Other businessTo transact such other business as may be transacted at the annual general meeting of the Company.

Voting instructionsIn terms of the Companies Act, any member entitled to attend and vote at the above meeting may appoint one or more persons as proxy, to attend and speak and vote in his stead. A proxy need not be a member of the Company. Forms of proxy must be deposited at the office of the transfer secretaries not later than 48 hours before the time fixed for the meeting (excluding Saturdays, Sundays and public holidays).

If your Miranda shares have been dematerialised and are held in a nominee account, then your Central Securities Depository Participant (“CSDP”) or broker, as the case may be, should contact you to ascertain how you wish to cast your vote at the annual general meeting and thereafter cast your vote in accordance with your instructions.

If you have not been contacted it would be advisable for you to contact your CSDP or broker, as the case may be, and furnish them with your instructions. If your CSDP or broker, as the case may be, does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them, or if the mandate is silent in this regard to abstain from voting.

Dematerialised shareholders whose shares are held in a nominee account must not complete the attached form of proxy. Unless you advise your CSDP or broker timeously in terms of the agreement between yourself and your CSDP or broker by the cut-off time advised by them that you wish to attend the annual general meeting or send a proxy to represent you at the annual general meeting, your CSDP or broker will assume you do not wish to attend the annual general meeting or send a proxy. If you wish to attend the annual general meeting, your CSDP or broker will issue the necessary letter of representation to you to attend the annual general meeting.

Shareholders who have dematerialised their shares through a CSDP or broker, other than “own name” registered dematerialised shareholders, who wish to attend the annual general meeting, must request their CSDP or broker to issue them with a letter of representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement/mandate entered into between them and the CSDP or broker.

Shareholder rightsIt is requested that forms of proxy should be forwarded to reach the Company’s transfer secretaries at the address given below by no later than 10:00, Monday, 6 May 2013.

In terms of section 63 (2) and 63 (3) of the Companies Act, shareholders or their proxies may participate in the meeting by way of telephone conference call and, if they wish to do so:

- Must contact the Company Secretary (by email at the address [email protected]) by no later than 10:00, Monday, 6 May 2013 in order to obtain a pin number and dial-in details for that conference call;

- Will be required to provide reasonably satisfactory identification; and

- Will be billed separately by their own telephone service providers for their telephone call to participate in the meeting.

By order of the board



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1. Financial statements

The consolidated audited Financial statements of the Company (as approved by the board of directors of the Company), incorporating the external auditor report , audit committee and directors’ reports for the year ended 31 August 2012, have been distributed as required and are submitted for adoption.

2. Reappointment of auditorsPKF (Jhb) Inc has indicated their willingness to continue as external auditors of Miranda for the 2013 financial year and ordinary resolution 2 proposed the reappointment of the firm.

Accordingly, the Audit and Risk Committee considered and assessed the independence of the external auditor, PKF (Jhb) Inc, 42 Wierda Road West, Wierda Valley, Johannesburg, Gauteng, 2196, South Africa in accordance with section 90 of the Companies Act. The Audit and Risk Committee were satisfied with PKF (Jhb) Inc independence. Furthermore, the Miranda audit and risk committee has, in terms of paragraph 3.86 of the JSE Listings Requirements, considered and satisfied itself that Rudi Huiskamp, the reporting accountant and individual auditor, is accredited to appear on the JSE List of Accredited Auditors, in compliance with section 22 of the JSE Listings Requirements. The audit and risk committee nominated the appointment of PKF (Jhb) Inc as registered auditor for the 2012/2013 financial year, with Rudi Huiskamp as the individual designated auditor of the Company for the ensuing year. The Board has accepted the recommendation of the audit and risk committee subject to shareholder approval as required in terms of section 90(1) of the Companies Act.

The auditors will remain the appointed auditors until the conclusion of the next annual general meeting of the Company. The remuneration of the auditors shall be fixed by agreement with the Company.

3. Re-election and rotation of directorsThe rotation of directors is fully governed in terms of the MOI of the Company, which require one third of the directors to retire from office at the annual general meeting. The retiring directors at each annual general meeting shall be those who have been longest in office since their last election or appointment. If at the date of the annual general meeting any director will have held office for a period of three years since his last election or appointment he shall retire at such meeting either as one of the directors to retire in pursuance of the foregoing or additionally thereto. A retiring director shall act as a director throughout the meeting at which he retires. The retiring directors shall be eligible for re-election. Dr. Lelau Mohuba and Michael J Yates offer themselves for re-election.

The board of directors has reviewed the composition of the Board against Corporate Governance and has recommended the re-election of the directors listed above.

Section 72 of the MOI require that director’s appointments during the year be confirmed by shareholders.

4. Confirmation of appointments of directors

5. Election of audit and risk committee members

In terms of section 94(2) of the Companies Act, the Company must elect an audit committee comprising at least three members. The audit committee is no longer a committee of the board, but a committee elected by the shareholders at each annual general meeting. The proposed members of the audit committee have experience in audit, accounting, economics, human resources, commerce and general industry, among others.

The Board confirm that Jabu Mahlangu and Gideon Joubert are independent non executive directors as contemplated in King III Code of Governance Principles for South Africa and the JSE Listings Requirements.. Each member of the audit and risk committee of the Company is a suitably qualified and skilled director of the Company. The members of the committee is not involved in the day-to-day management of the business or have not been so involved at any time of the previous financial year. None of the members are a prescribed officer or full-time employee of the Company or another related or inter-related Company, or have been such an officer or employee at any time during the previous three financial years. None of the members were a material supplier or customer of the Company.

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED RESOLUTIONS

6. Endorsement of Miranda’s remuneration policyThe endorsement of Miranda’s remuneration policy is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing arrangements. However, the board will take the outcome of the vote into consideration when considering the Company’s remuneration policy in the remuneration of executive directors.

7. General authority to directors to allot and issue authorised but unissued ordinary sharesIn terms of the Company’s MOI, the Board might with the prior approval of the Company in general meeting, subject to the Statutes and the approval of the Listings Division of the JSE (where necessary) issue authorised but unissued shares in the Company to such person or person on such terms and conditions and with such rights or restrictions attached thereto as the directors may determine.

The existing general authorities granted by the shareholders at the previous annual general meeting, held 2 April 2012, will expire at the annual general meeting to be held on Wednesday, 8 May 2013, unless renewed. The authorities will be subject to the Companies Act and the JSE Listings Requirements. The aggregate number of ordinary shares able to be allotted and issued in terms of these authorities are limited as set out in the respective resolutions.

The directors request shareholder approval for the renewal of these authorities as it would be advantageous for the business to make use of the authority if opportunities arise.

8. General authorisation to issue shares for cashThis enables the directors to issue shares for cash.

9. Adoption of share option scheme

The Company desire to put the scheme in place primarily to retain staff and to enable employees to participate in the share ownership of the company.

10. Authority to sign all required documentsThis requests authority to be given to a director or the Company Secretary to sign such documents and execute such actions as will be required to register and give effect to the resolutions passed.

11. General authority to acquire (repurchase) sharesThis is to grant the Company and its subsidiaries a general authority to facilitate the acquisition by the Company and/or its subsidiaries of the Company’s own shares, which general authority shall be valid until the earlier of the next annual general meeting of the Company, provided that this general authority shall not extend beyond 15 months from the date of the passing of this special resolution number 1.

12. Remuneration of non-executive directorsIn terms of section 66(8) – (9) of the Companies Act, remuneration may only be paid to directors, for their service as directors, in accordance with a special resolution approved by the shareholders within the previous two years and if not prohibited in terms of a Company’s MOI.

13. Financial assistance in terms of section 44 and 45 of the Companies ActThis general authority would greatly assist the Company inter alia with making inter-company loans to subsidiaries as well as granting letters of support and guarantees in appropriate circumstances. The existence of a general shareholder authority would avoid the need to refer each instance to members for approval which might impede the negotiations and add time and expense. If approved, this general authority will expire at the end of two years.

This general authority also authorises financial assistance to any of the Company’s directors, or prescribed officers or to any other person who is a beneficiary of the share incentive scheme in order to facilitate their participation.

The Board must when considering such assistance either for the specific recipient, or generally for a category ensure that:

- The Company will satisfy the solvency and liquidity test immediately after providing the financial assistance; and

- The terms under which the financial assistance is proposed to be given are fair and reasonable to the Company.

14. Adoption of MOIThe Company wishes to adopt a new Memorandum of Incorporation (“MOI”) to replace the existing Memorandum and Articles of Association before 1 May 2013, as required by the Companies Act.

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING AND PROPOSED RESOLUTIONS


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FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD AT PROTEA HOTEL MIDRAND 14TH STREET, NOORDWYK EXT 20 HALFWAY HOUSE MIDRAND GAUTENG ON 8TH MAY 2013 – FOR USE BY CERTIFICATED ORDINARY SHAREHOLDERS AND

DEMATERIALISED ORDINARY SHAREHOLDERS WITH “OWN NAME” REGISTRATION ONLY

Holders of dematerialised ordinary shares other than “own name” registration must inform their CSDP or broker of their intention to attend the annual general meeting and request their CSDP to issue them with the necessary authorisation to attend the annual general meeting in person or provide their CSDP of broker with their voting instructions should they not wish to attend the annual general meeting in person but wish to be represented thereat.

I/We (PLEASE PRINT)of (ADDRESS)being the registered holder(s) of ordinary shares in the capital of the Company do hereby appoint

1. or failing him/her,2. or failing him/her,The chairman of the annual general meeting as my/our proxy to act on my/our behalf at the annual general meeting of the Company which will be held on INSERT DETAIL for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions to be proposed thereat and at any adjournment thereof, and to vote for and/or against the resolutions and/or abstain from voting in respect of the shares registered in my/our name/s, in accordance with the following instructions:

Number of ordinary shares

For Against Abstain

1. Ordinary resolution number 1: Adopting the financial statements

2. Ordinary resolution number 2: Appointment of external auditor

3. Ordinary resolution number 3: Re-election of directors who retire by rotation

3.1.1 Dr. Lelau Mohuba

3.1.2 Michael J Yates

4. Ordinary resolution number 4: Confirmation of appointment

4.1.1 Carina de Beer

4.1.2 Mick Cook

5. Ordinary resolution number 5: Election of Audit and Risk committee

5.1 Jabu Mahlangu (Chairman)

5.2 Michael J Yates

5.3 Gideon Joubert

6. Ordinary resolution number 6: Endorsement of Miranda remuneration policy

7. Ordinary resolution number 7: General authority to directors to allot and issue authorised but unissued ordinary shares

8. Ordinary resolution number 8: General authority to issue shares for cash

9. Ordinary resolution number 9: Adoption of the 2012 share option scheme

10. Ordinary resolution number 10: Authority to sign documents

11. Special resolution number 1: General authority to acquire (repurchase) shares

12. Special resolution number 2: Remuneration of non-executive directors

13. Special resolution number 3: Financial assistance

14. Special resolution number 4: Adoption of new MOI

15. To transact such other business as may be transacted at the annual general meeting of the Company.

Please indicate with an “X” in the appropriate spaces provided above how you wish your vote to be cast. If no indication is given, the proxy will be entitled to vote or abstain as he/she deems fit.Signed at on 2013SignatureAssisted by me (WHERE APPLICABLE)

SUMMARY OF RIGHTS CONTAINED IN SECTION 58 OF THE COMPANIES ACT

In terms of section 58 of the Companies Act:

• a shareholder of a Company may, at any time and in accordance with the provisions of section 58 of the Companies Act, appoint any individual (including an individual who is not a shareholder) as a proxy to participate in, and speak and vote at, a shareholders’ meeting on behalf of such shareholder;

• a proxy may delegate her or his authority to act on behalf of a shareholder to another person, subject to any restriction set out in the instrument appointing such proxy;

• irrespective of the form of instrument used to appoint a proxy, the appointment of a proxy is suspended at any time and to the extent that the relevant shareholder chooses to act directly and in person in the exercise of any of such shareholder’s rights as a shareholder;

• any appointment by a shareholder of a proxy is revocable, unless the form of instrument used to appoint such proxy states otherwise;

• if an appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by: (i) cancelling it in writing, or making a later inconsistent appointment of a proxy and (ii) delivering a copy of the revocation instrument to the proxy and to the relevant Company;

• a proxy appointed by a shareholder is entitled to exercise, or abstain from exercising, any voting right of such shareholder without direction, except to the extent that the relevant Company’s memorandum of incorporation, or the instrument appointing the proxy, provides otherwise; and

• if the instrument appointing a proxy or proxies has been delivered by a shareholder to a Company, then, for so long as that appointment remains in effect, any notice that is required in terms of the Companies Act or such Company’s memorandum of incorporation to be delivered to a shareholder must be delivered by such Company to:

– the relevant shareholder; or

– the proxy or proxies, if the relevant shareholder has: (i) directed such Company to do so, in writing and (ii) paid any reasonable fee charged by such Company for doing so.

NOTES TO FORM OF PROXY

1. An ordinary shareholder holding dematerialised shares by “own name” registration, or who holds shares that are not dematerialised, may insert the name of a proxy or the names of two alternative proxies of the ordinary shareholder’s choice in the space provided, with or without deleting “the chairman of the annual general meeting”. The person whose name stands first on the proxy form and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. Should a proxy not be specified, this will be exercised by the chairman of the annual general meeting. A proxy need not be a shareholder of the Company.

2. An ordinary shareholder is entitled to one vote on a show of hands and, on a poll, to that proportion of the total

votes in the Company which the aggregate amount of the nominal value of the shares held by him/her bears to the aggregate amount of the nominal value of all the shares issued by the Company. An ordinary shareholder’s instructions to the proxy must be indicated by inserting the relevant number of votes exercisable by the ordinary shareholder in the appropriate box(es). An “X” in the appropriate box indicates the maximum number of votes exercisable by that shareholder. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he/she deems fit in respect of the entire shareholder’s votes exercisable thereat. An ordinary shareholder or his/her proxy is not obliged to use all the votes exercisable by the ordinary shareholder, or to cast all those votes exercised in the same way, but the total of the votes cast and in respect whereof abstention is recorder may not exceed the total of the votes exercisable by the ordinary shareholder.

3. If any ordinary shareholder does not indicate on this instrument that his/her proxy is to vote in favour of or against any resolution or to abstain from voting, or give contradictory instructions, or should any further resolution(s) or any amendment(s) which may be properly put before the annual general meeting be proposed, the proxy shall be entitled to vote as he/she thinks fit.

4. The completion and lodging of this proxy form will not preclude the relevant shareholder from attending the annual general meeting and speaking and voting in person thereat instead of any proxy appointed in terms thereof.

5. Documentary evidence establishing the authority of a person signing the proxy form in a representative capacity must be attached to this form, unless previously recorded by the Company or waved by the chairman of the annual general meeting.

6. The chairman of the annual general meeting may reject or accept any proxy form which is completed and/or received other than in compliance with these notes.

7. A proxy may not delegate his/her authority to act on behalf of the shareholder, to another person.

8. It is requested that this proxy form should be completed and returned to the Company’s transfer secretaries, Link Market Services, PO Box 4844, Johannesburg, 2000 or 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein 2001, so as to reach them by no later than 6th May 2013.

9. Should a shareholder lodge the proxy form with the transfer secretaries less than 24 hours before the annual general meeting, such shareholder will also be required to furnish a copy of such proxy form to the chairman of the annual general meeting before the appointed proxy exercises any such shareholder’s rights at the annual general meeting

ADDITIONAL FORMS OF PROXY ARE AVAILABLE FROM THE TRANSFER SECRETARIES ON REQUEST.


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ELECTION FORMTo:The DirectorsMIRANDA MINERAL HOLDINGS LTD

I/We, (PLEASE PRINT) the undersigned

of address

being the registered holder(s) of ordinary shares in the capital of the Company and/or

do hereby elect to receive any documents or notices from Miranda , by electronic post, to the extent that the Company is permitted to so distribute any notices, documents, records or statements in terms of the Companies Act, No 71 of 2008, as amended, and any and every other statute, ordinance, regulation or rule in force from time to time, including the Listings Requirements of the JSE Ltd, concerning Companies and affecting Miranda.

I/We hereby furnish the following email address and/or fax number for such electronic communication:

Email address

Fax number

Any written amendment or withdrawal of any such notice of consent by me/us, shall only take effect if signed by me/us and received by the Company.

Signed at on 2013

Signature

Assisted by me (WHERE APPLICABLE)

1. Please complete, detach and return this election form to Miranda’s Company Secretary, Fusion Corporate Secretarial Services (Pty) Ltd, [email protected] (PO Box 68528, Highveld, 0169) by no later than 10:00, Monday, 6th May 2013.


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Company Registration Number1998/001940/06

Registered Office and Physical AddressThe Greens Office ParkGround Floor, Pecanwood BuildingCharles de Gaulle CrescentHighveldCenturionSouth Africa

Postal AddressPO Box 9215Centurion0046

Websitewww.mirandaminerals.com

BankersFirst National Bank (FNB)

Company SecretaryFusion Corporate Secretarial Services (Pty) Ltdrepresented by M GousPO Box 68528HighveldCenturion0169

AuditorsPKF (Jhb) Inc 42 Wierda Road WestWierda ValleySandton2196

JSE SponsorPricewaterhouseCoopers Corporate Finance (Pty) LtdPrivate Bag X36Sunninghill2157

Transfer SecretariesLink Market Services13th Floor, Rennie House19 Ameshoff StreetBraamfonteinSouth Africa

P O Box 4844Johannesburg2000South Africa

www.mirandaminerals.com

Documents

MIRANDA MINERAL HOLDINGS LTD INTEGRATED ANNUAL … · executive committee of AIM and JSE listed Jubilee Platinum PLC. Ms de Beer was appointed to the Board on 8 October 2012. Mr Jabu