THE EXPLORATION AND DEVELOPMENT
COMPANY WITH ASSETS IN AFRICA
Annual Report and Accounts 2006
EXPLORE AND DISCOVER . . .
OUR VISION
Continue the acquisition of a portfolio of mineral deposits
with world-class potential in favourable areas of Africa and
develop them to enhance shareholder value.
WHY AFRICA?
Africa produces more than 60 metal and mineral products and is a major
producer of several of the world’s most important metals and minerals
including Gold, PGM’s, Diamonds, Uranium, Manganese, Chromium,
Nickel, Bauxite and Cobalt. Although under explored, Africa hosts about
30% of the planet’s mineral reserves, including 40% of the world’s gold,
60% of the world’s cobalt and 90% of the world’s PGM reserves —
making it a truly strategic producer of these precious metals.
It is one of the great ironies of the modern world that the richest
continent in terms of resources is the poorest in terms of wealth. It is
through harnessing the wealth of these resources that the continent
hopes to escape from the poverty trap in which it is caught. Currently
Pan African Resources provide employment and regeneration in some of
the poorest regions of Africa.
Post-colonial Africa, as a result of the legal, political, tenure, regulatory
and taxation regimes for that period, discouraged international and junior
mining companies from exploring the African continent. In 1986, Ghana
was the first post-colonial government to reform its mining regulations to
provide a viable tax and regulatory framework that allowed for foreign
ownership. By 1995, 35 African countries had followed suit redefining
rights and obligations for investors, as well as increasing incentives,
deregulating and privatising. The reduction in political and economic risk
has attracted junior and seniors alike to explore in these countries. The
latter group has in turn been rewarded with some world-class discoveries
in recent years, many of them initially found by juniors.
Over the past 5–6 years, all of sub-Saharan Africa has seen dramatic
changes in mineral exploration in both dollar terms and areas under
exploration. To date, 60% of all mineral exploration in sub-Saharan Africa
has gone to gold and diamond exploration. Historically Canada, Australia
and the U.S.A. received close to 70% of all mineral exploration funding.
From 1981 to 1991, Canada was number one in this category. In 1994,
Australia took over the lead to be replaced by Latin America in 1997.
During this period, almost unnoticed, Africa moved from 7th to 3rd place
in terms of exploration funding. Africa is now equal to Australia and
ahead of Canada and the U.S.A. in the dollar value of exploration
funding. In 1990, Africa attracted less than 5% of world exploration
funding. Since then, it has increased 9 times to represent 17% of the
world total.
Although the African continent has received huge interest in exploration
activity to date, there is still opportunity to discover and explore areas
which can deliver significant shareholder value. The Central African
Republic as an example remains relatively unexplored as there are
currently only two mining juniors actively exploring for gold. Pan African is
one of them and with its exploration focus in this favorable area of the
African continent the Company believes it will be able to unlock vast
future potential.
Mozambique is another pointing case where Pan African’s exploration
activity could lead to the development of the country’s first major surface
gold mine.
On a continent that has limited economic success, suffers famine and
deteriorating living and health standards, mining and exploration has been
the sole exception in providing world-class economic success which
proves that Africa can profit from its natural wealth. More African
countries are now seizing the opportunity in creating an investment
friendly environment. As a result Pan African Resources is not only able to
capitalise on Africa’s natural wealth but also generate much needed
wealth and expertise that will eventually allow the continent to thrive.
Map of Africa showing countries where Pan African currently
has exploration projects.
Our Exploration strategy & project criteria: the key to unlocking Shareholder value
— Minimum exploration target of 750,000oz
— Eminent development potential
— Potential to add significant additional ounces
— Build portfolio of three to four exploration projects — retain focus
OPERATIONAL HIGHLIGHTS
& STRATEGIC FOCUS
Manica Gold project in Mozambique (as at 29 June 2006):
Independently verified in situ resource of 1,311Moz (14Mt @ 2.89g/t)
(cid:2) Only 12% of the potentially mineralised strike-length explored to date
Completing a pre-feasibility study on potential of a surface gold mine
Possibility of near term (24 to 36 months) production
Expanding exploration programme to access the potential of multi-million
ounce surface resource
Bogoin & Dekoa Gold projects in the Central African Republic (as at 29 June 2006):
4000km2 under exclusive exploration licences
Delineated a gold-in-soil anomaly over a 12km strike-length at the Bogoin
Gold project
Large ground position targeting multi-million ounce gold deposits
CONTENTS
2
Chairman’s Statement
4
Review of Operations
15
Board of Directors
16
Directors’ Report
18
Statement of Directors’ Responsibilities
19
Auditors’ Report
20
Consolidated Profit and Loss Account
21
Consolidated Balance Sheet
22
Company Balance Sheet
23
Consolidated Cash Flow Statement
Notes to the Financial Statements
24
Notice of the 2006 Annual General Meeting 34
35
Form of Proxy
37
Officers and Advisers
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Annual Report and Accounts 2006
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CHAIRMAN’S STATEMENT
The Board recognises that to remain prominent, we must invest
available funds in projects with scope for significant returns.
During the period under review the Company incurred an operating loss of £791,293
(2004: £164,231) representing a loss per share of 0.22p (2004: 0.09p).
A focused exploration strategy and mission to advance our projects along the value
curve has been responsible for the Company providing its Shareholders with a high
value portfolio. At the Manica gold project in Mozambique, a resource of 1,311Moz
has been independently verified with a pre-feasibility study currently under way to
assess the viability of a surface gold mine. Major technical progress has been made
at this project for the period and significant upside potential still exists with only
some 12% of the potentially mineralised strike-length being explored. In January
2006 the Company exercised its option to purchase an 80% effective stake in the
project and this will be completed in the second quarter of the financial year.
In the Central African Republic the Company is well positioned, holding extensive
ground with good gold potential covering some 4000km2. The exploration
programmes at the Bogoin and Dekoa gold projects has been designed with the
specific goal of testing for gold deposits larger than 2Moz in size. To date a gold-in-
soil anomaly 12km in strike-length has been delineated. Some of the historical
boreholes drilled within the identified anomaly returned high gold values, some as
high as 20m @ 5.05g/t and 19m @ 17.38g/t.
The projects in the Central African Republic are a joint venture with International
Mining Investments and Goldiam SARL. Pan African commenced with an equal
contributory interest of 45% to that of International Mining Investments, but has the
option on a further 20% to take its effective stake to 65% upon project development.
Pan African has operational control and manages the exploration programme on
behalf of the joint venture.
Participation in the Wa project in Ghana has been terminated after our initial
exploration programme. Consequently expenditure incurred on this project has been
written off.
Our projects in general have the scope to deliver significant returns with the
possibility of near term production combined with the considerable upside potential
evident in the Central African Republic.
The AIM market has been a major source of funding for global resource explorers
despite competition for funding being high. The Company has recently raised £1.7
million which is adequate for the company to maintain its current exploration
programmes.
The outlook for gold appears promising against a weakening dollar, rising oil prices
and global political tension. In recognition of this, advancing Manica to development
and resource identification in the Central African Republic remains our immediate
objective.
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Annual Report and Accounts 2006
Consulting Geologists Anton Esterhuizen (left) and Dave Griffiths
(right) at the Bogoin Gold project in the Central African Republic
The Company will maintain its acquisition policy aimed at securing gold deposits with
exceptional upside value in areas of Africa not well explored but considered to be
favourable both technically and politically.
I would like to thank my fellow Directors and staff for their hard work during the
period and particular thanks to Jan Nelson, our Chief Executive Officer, for his
tireless efforts to raise the Company’s profile both in the markets and in the industry.
COLIN BIRD
Chairman
29 June 2006
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Annual Report and Accounts 2006
REVIEW OF OPERATIONS
Gold exploration and development company with exploration projects in Mozambique and the Central African Republic
Mozambique — possibility of near term (24 to 36 months) production
CAR — country play for multi-million ounce (>2Moz) gold deposits
Strong Management Team with extensive understanding of African Geology and Mineral Deposits and substantial experience on AIM
Technical/Management support from Pangea Exploration (Pty) Ltd (proven track record)
INTRODUCTION
The past year has been an extremely dynamic period for Pan African Resources. The
Company has restructured its Board and reassessed its vision and strategic position
considering the current resurgence in metal prices and resultant exploration activity.
In order for Pan African to stay at the forefront of delivering shareholder value within
this extremely competitive environment, the Company has developed a focused but
pragmatic vision and strategy. Pan African will continue to build up an asset base of
exploration projects within the African continent. Current projects or new acquisitions
will have to meet three criteria: (a) an initial minimum target resource of not less than
750,000oz, (b) imminent development potential and (c) the potential to add
significant more ounces. We feel that as we grow our current portfolio it will be done
without losing focus on developing our current assets.
EXPLORATION REVIEW
The Manica project in Mozambique remains the Company’s most advanced project. The
current resource of 1.311Moz (14Mt @ 2.89 g/t) has been independently verified. The
current resource reflects just 12% of the total 22km strike-length of potential
mineralisation. Of the total resource, 76%, or 1,001,555oz, fall within the Fair Bride
prospect where the Company is in the process of conducting a pre-feasibility study to
access the viability of an opencast gold mine. Recent boreholes drilled within the Fair
Bride prospect, to provide samples for metallurgical testwork, returned gold intersections
that not only confirmed previous datasets but far exceeded our geologist’s expectations.
A recently completed geophysical study also delineated nine new drill targets adjacent to
historically mined areas with known gold mineralisation. In total these drill targets
represent a combined strike-length of 4.5km in the vicinity of the Dot’s Luck, Fair Bride
North, Fair Bride West, Fair Bride East and Guy Fawkes prospects.
The new drill targets at the Dot’s Luck and Fair Bride prospects represent strike
extensions of the Fair Bride Central prospect, where work on the pre-feasibility of an
opencast mine as mentioned is under way. If mineralised, these drill targets could
significantly increase the current resource of 1.311Moz of gold. The Dot’s Luck and
Fair Bride prospects occur along the Andrada shear zone where the mineralisation
could also be conducive to possible opencast mining methods.
Part of the recently completed geophysical survey also focused for the first time on
prospective exploration targets adjacent to the Guy Fawkes underground mine. The
Company has increased the size of its geological team in order to assess the
potential of developing Manica into a multi-million ounce gold deposit.
The pre-feasibility study is planned for completion at the end of the 2006 calendar
year.
Pan African has exercised its option to acquire Explorator Limitada (company
incorporated in Mozambique) which holds title to the Manica project. Pan African
has exercised this option through its wholly owned subsidiary, Mistral Resource
Development Corporation, incorporated in the British Virgin Islands. Pangea
Exploration (Pty) Ltd has a 20% carried interest in the project until feasibility stage
upon which Pan African has the first right of refusal to acquire the 20% share from
Pangea. This gives Pan African an effective 80% stake in the project.
In the Central African Republic, Pan African has entered into a gold exploration joint
venture with Goldiam SARL and International Mining Investments (IMI). Pan African
and IMI each hold a 45% contributory stake and Goldiam SARL a 10% free carry.
Pan African has purchased an additional 10% stake due upon project development
from Goldiam SARL and its right to purchase a further conditional 10% bringing its
effective stake in each gold project to a possible 65% stake. Pan African has
management control on an executive level and manages the exploration programme
on the joint venture’s behalf. The joint venture has been granted an exclusive
exploration licence in the Bogoin area and more recently three additional exclusive
exploration licences in the vicinity of the town of Dekoa. To date a 12km long gold-
in-soil anomaly has been identified within the Bogoin project. Some of the best drill
intercepts historically made within the identified gold-in-soil anomaly are 19m @
17.38g/t, 20m @ 5.05g/t and 28m @ 3.9g/t. Pan African and its JV partners are
optimistic about the underlying exploration potential in the CAR. The combined
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Annual Report and Accounts 2006
Tectonic map of Mozambique
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“Since August 2005 Pan African has increased its market capitalisation four-fold to £20
million. This has been achieved on the back of a focused and aggressive exploration
strategy. The quality of the company’s assets, cost-effective exploration expenditure
and drive to deliver shareholder value have been key components to our growth, and
will remain key to our future growth.”
strike-length of the geological structures we are following up is in excess of 100km,
and more ground has been applied for. Only Pan African and one other junior
exploration company are currently working in the CAR. Pan African and its partners
therefore have an ideal window of opportunity and regard the CAR as the “treasure
chest” of Africa.
In Ghana, the Company had three exploration licences for gold under an option
agreement to earn-in in three trances from Kenor ASA. After reviewing the initial work
programme it was decided not to continue with the project.
FUTURE OUTLOOK
Since August 2005 Pan African’s market capitalisation increased from £5.1 million to over
£20 million. This reflects the solid progress made in the period under review.
I would like to extend a special word of thanks to all our shareholders for investing in
Pan African. I would also like to thank each and every member of Pan African’s team
for their hard work and commitment. To my fellow Directors — Colin, Nathan, Rob
and Hennie — thank you for your support and guidance.
FUNDING STATUS
The Company completed a £1.7 million fundraising in March 2006 by private placing.
This will fund part of Pan African’s exploration and acquisition activity for the next
year.
Yours sincerely,
JAN NELSON
Chief Executive Officer
29 June 2006
THE TEAM
Our Management team is well balanced with each member having a different skill set
that complements project development.
Photograph showing banded iron-
formation with gold from the Central
African Republic
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Annual Report and Accounts 2006
Manica Gold Project
Mozambique
Regional Geological Setting and Mining History
The Manica Gold concession is located on
the eastern portion of the ~2.6 billion year
old Odzi-Mutare-Manica greenstone belt,
which is situated on the Zimbabwean
Craton. The Odzi-Mutare-Manica
greenstone belt straddles the
Zimbabwean-Mozambican border and
extends from the Save River in the west in
Zimbabwe for approximately 140
kilometres eastwards into Mozambique
where it is truncated by the Pan-African
Mozambique mobile belt.
The late Archaean linear east-northeast
trending Odzi-Mutare-Manica greenstone
belt is synformal, with ultramafic
metavolcanic (Bulawayan Group) rocks
along the margins and coarse clastic
metasedimentary (Shamvaian Group)
rocks in the core. Relatively older gneisses
(early Archaean) surround the belt, which in
turn is intruded by a younger group of
tonalities, granodiorites and granites of the
Sesombi and Chilimanzi Suites
respectively.
Gold mineralisation in the Odzi-Mutare-
Manica greenstone belt is mainly hosted
within secondary and tertiary structures
linked to primary layer parallel regional
shear zones. Gold mineralisation is
confined to sub-vertical shear zones where
conditions for gold precipitation are
favourable. Gold concentration is
dominated by factors such as deformation
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and the generation of suitable structural
regimes together with the emplacement of
tonalitic magmas.
This greenstone belt has historically
produced in excess of 80 tonnes of gold in
Zimbabwe and Mozambique, with the bulk
of the production (in excess of 65 tonnes)
from the Rezende Mine and surrounding
area in Zimbabwe, 40 km to the west of
the Manica concession. Gold has been
mined in the area historically from the 12th
century and was mined in prehistoric times
by indigenous people. A Portuguese
expedition first reached the mines in 1565.
Gold mining records for the Odzi-Mutare
district have been collected in the
‘Technical Files’ of the Zimbabwe
Geological Survey, while records of
activities for the Manica region are housed
with the Ministerio Dos Recursos Minerais
e Energia (Ministry of Mineral Occurrences
and Energy) in Maputo, Mozambique.
On the Mozambican side of the belt
approximately 12 tonnes of gold
production has been recorded on 23
mines and workings, although the bulk of
these are placer deposits along the Revue
River. Non-placer gold production
occurred between 1900 and 1950 within
the supergene zone. Workings at
Braganca and Guy Fawkes went down to
between 150m to 200m. Placer mining by
artisanal miners is ongoing.
Ownership & Title
In 2004 the Manica Gold licence, which
originally consisted of four separate
licences (Andrada 93/L; Macequece
963/L/2002; Mutamborico 962/L/2002;
Mazi 243/L) was consolidated into a
single licence 93/L. The licence area is
approximately 40 square kilometres and
is centred on latitude 18° 53' S and 32°
54' E.
Pan African Resources plc has exercised
a right to acquire a 100% shareholding of
Explorator Limitada, on 9 January 2006,
which held title to the Manica project in
the form of licence 93/L. The licence is in
accordance with the Mozambique
Government Mining Law and
Regulations. The acquisition of 100% of
Explorator Limitada will be completed in
the second quarter of the current
financial year.
Pangea Exploration (Pty) Ltd retains a 20%
carried interest as per the original
agreement for which Pan African has the
first right of refusal on any gold project
discovered in Africa by Pangea Exploration
(Pty) Ltd. This gives Pan African an
effective 80% stake in the project.
Map showing location of Manica Gold Project in Mozambique
Exploration History & Current Status
Several phases of exploratory work
have been undertaken within the current
93/L licence area held by Explorator
Limitada post mining operations during
the 1950s. The 93/L licence covers two
prospective target areas namely the
Andrada Shear Zone (Fair Bride – Dot’s
Luck Target Zone) and the Mutamborico
Shear Zone (Guy Fawkes – Boa
Esperanca Target Zone).
The first of these phases was a 1979
exploration-drilling programme conducted
at the Dot’s Luck prospect by a German
group, this was later followed up by
additional exploration drilling in 1987 and
in 1989 by Minas Auriferas de Manica
(Lonrho). An additional IP survey to the
immediate east of Dot’s Luck was carried
out by Lonrho, which was then followed
by open pit sampling in the vicinity of Fair
Bride.
In 2001 Explorator Limitada completed a
gold-in-soil geochemical survey and
geological mapping of most of the
southern portion of licence area 93/L. In
2002, this exploration work was followed
by reverse circulation drilling (RC)
programme. During the 2002 drilling
programme, seven lines consisting 37
shallow (50 – 100m) RC holes giving a
total of 2270 metres were drilled, targeting
the Try Again and Fair Bride historical
workings and possible extensions.
During 2003 an induced dipole (IP)
survey was conducted at the Fair Bride
– Dot’s Luck Target zone, covering an
area of 8 square kilometres, as well as
at the Boa Esperanca prospect area,
covering an area of 7 square kilometres.
In October 2003, a more extensive RC
drilling programme commenced, drill
testing various targets and following up
on positive results obtained during the
2002 drilling exercise. The 2003 drilling
programme consisted of 35 RC holes
giving a total of 3102 metres of drilling.
In the first quarter of 2004 an additional
14 RC and 10 diamond drill holes gave a
Mineral Resource Estimation
total of 1358 metres and 1759 metres
respectively, within the 93/L licence area.
These drill holes were mainly concentrated
in the Fair Bride – Dot’s Luck Target Zone.
Two diamond drill holes were drilled in the
Guy Fawkes area.
An additional 16 RC drill holes were
completed in January 2005 in the Fair
Bride area totalling 1514 metres. This
group of drill holes was specifically
targeted at Arsenic (AS)-in-soil
anomalies in and around the Fair Bride
mineralised zone. Dipole – Dipole IP
survey work commenced in the Fair
Bride area in September 2005 on 50-
metre line spacing, with stations 25m
apart. This geophysical work was
completed in December 2005; results
are currently being interpreted to
delineate further drilling targets.
Pan African Resources is currently
consolidating all previous exploration
and mining data in the 93/L licence area.
Map showing historical prospects and Manica
Exploration Licence in spatial relation to the Odzi-
Mutare-Manica greenstone belt (shown above)
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Annual Report and Accounts 2006
Manica Gold Project continued
Work completed and planned
Plan view (above; figures after red bar refers to thickness and grade in g/t) and three-dimensional view (below; colour
scheme relates to grade intervals in g/t as shown in legend) of Mineralised zones at Fair Bride prospect
Manica Geophysical Surveys
Work Completed
Work Planned — 2006
Soil Geochemistry
Surface Mapping
IP Survey
8224m RC Drilling
1759m Diamond Drilling
CPR by Geologix MRC & Explormine
DP-DP Geophysical survey
1000m of infill drilling
& bulk metallurgical sample
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Metallurgical test work by SGS
Lakefield
Metallurgical test work by Gold
Fields Technical Division
Open pit design & cost estimation
by Turgis Mining Engineering
consultants
8000m drilling programme
— follow-up on DP-DP targets
Completing an EIA
Completing a pre-feasibility study at
the end of the 2006 calendar year
A Dipole Pseudo-section
from Fair Bride prospect
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Ikonos satellite image (‘bird’s eye view’) of Manica concession showing major geological structures, holes
drilled and some of prominent prospects
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Annual Report and Accounts 2006
Manica Gold Project continued
Summary & Strategic Focus
Combined 1,311Moz resource independently verified
Two mineralised shear zones — 12% explored
Focus on four prospects previously mined
Fair Bride: 1Moz @ 2.58g/t resource on surface with near term
(24 to 36 months) production potential and considerable upside
potential
(cid:3) Guy Fawkes: 228Koz @ 9,34g/t — established underground
mine: down dip and strike extent untested
Dot’s Luck & Andrada: 50Koz @ 1.66g/t — build on surface
resource potential
Boa Esperanza: 31Koz @ 2.96g/t — Open-pit and underground
mine, potential untested
Build on proving up multi-million ounce surface resource at
Manica project in Mozambique
Defined drill targets to be tested during 2006
Complete a pre-feasibility study on surface resource
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Bogoin &
Dekoa Gold Projects
Central African Republic
Regional Geological Setting
and Mining History
The area is characterised by metabasalts, sericite schists and banded iron-
formation sequences.
Mineralisation appears to be shear-zone hosted within these lithologies.
Two project areas have been defined: the Bogoin Gold Project covering 1000km2,
and the Dekoa Gold Project covering 3000km2.
Ownership & Title
The project areas cover two of the four major known greenstone belts in the
Central African Republic.
The project areas are covered by four exclusive exploration licences.
Pan African has purchased an additional 10% stake due upon project
development from Goldiam SARL and its right to purchase another 10% bringing
its effective stake in each gold project meeting certain development criteria to a
possible 65% stake. Pan African has management control on an executive level
and manages the exploration programme on the joint venture’s behalf.
Gold has previously been mined in the area from a now abandoned open-pit.
Three of the best drill intercepts from exploration work carried out in the 1960s by
GTZ (Deutsche Gesellschaft fur Technische Zusammenarbeit) were 17.38g/t over
19m, 3.90 g/t over 28m, and 5.05g/t over 20m.
Map showing location of Bogoin and Dekoa gold projects in the Central African Republic
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Bogoin and Dekoa Gold Project continued
Exploration History & Current Status
Work Completed
Covered 60km of mineralised strike-length with soil sampling programme at
Bogoin
Identified a 12km gold-in-soil anomaly at Bogoin
Infill soil geochem sampling
Ground magnetic survey at Bogoin
Work Planned — 2006
Identify drill targets at Bogoin
Drill one of the targets at Bogoin
Start soil sampling programme at Dekoa
Mineral Resource Estimation
Resource Status/Geological Potential
Completion of a soil sampling programme — results identified a significant gold-in-
soil, exceeding 12km in strike-length.
This could indicate the potential of a large gold deposit.
Map showing plan view of 12km gold-in-soil anomaly identified and
position of historical boreholes drilled in the area
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Summary & Strategic Focus
The target: Multi-million ounce gold deposits (+2Moz)
Fast track exploration activity to delineate large gold anomalies
Expand land holding in CAR: one of only two known gold
exploration companies active in the country
Bogoin gold project: exclusive exploration licence covering
~1000km2 — 12km gold-in-soil anomaly: identify and drill
targets during 2006
Dekoa greenstone belt: recently granted 3 exclusive exploration
licences ~3000km2 — Commence soil sampling Q2
Geological team drying soil samples for dispatch to the laboratory
for gold analysis at the Bogoin project
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Bogoin and Dekoa Gold Project continued
Map showing Pan African and its JV partners Gold Projects at Bogoin and Dekoa in relationship to major gold discoveries within the same tectonic region
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BOARD OF DIRECTORS
COLIN BIRD C.ENG, FIMMM
CHAIRMAN — NON-EXECUTIVE
CEO of Jubilee Platinum plc, Managing Director of Lion Mining Finance Ltd. Served
as director on several junior exploration and mining companies.
JAN NELSON B.SC. (HONS)
CHIEF EXECUTIVE OFFICER
Geologist with extensive management experience in the mining & exploration
industry with Gold Fields, Harmony & Hunter Dickenson
NATHAN STEINBERG FCA, FCCA, TEP
FINANCE DIRECTOR
Partner at Munslows Chartered Accountants, Finance Director at Golden
Prospect plc
ROB STILL B.COM (HONS), CTA, CA(SA)
NON-EXECUTIVE
CEO of Pangea Exploration. Served as CEO and Director of various junior and major
exploration and mining companies.
HENNIE BLIGNAULT PH.D.
NON-EXECUTIVE
Independent Exploration Consultant Group Geologist at Gold Fields.
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Annual Report and Accounts 2006
Directors’ Report
The Directors present their annual report and the audited financial statements for the
18 month period ended 31 March 2006.
PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS
The Group’s principal activity during the period was that of mineral exploitation and
exploration. A full review of the activity of the business and of future prospects is
contained in the Executive Review which accompanies these financial statements.
GOING CONCERN
The Board confirms that the business is a going concern and has reviewed its
working capital requirements in conjunction with its future funding capabilities for the
next 12 months and has found them to be adequate.
DIRECTORS AND THEIR INTERESTS
The present membership of the Board is set out on page 15.
RESULTS AND DIVIDENDS
The results for the period are disclosed in the profit and loss account on page 20.
The Directors who held office during the period and their interests in the Company’s
issued share capital are given below:
The Directors do not recommend a dividend.
POLICY FOR PAYMENT OF CREDITORS
It is the Company’s policy to settle all agreed transactions within the terms
established with suppliers. There were no trade creditors at the balance sheet date.
Name of Director
Mr C Bird
Mr H J Blignault (appointed 09/01/2006)
Mr J Nelson (appointed 01/09/2005)
Mr R G Still
Mr N A Steinberg FCA FCCA TEP
Mr R M Craddock (resigned 22/07/2005)
Mr T Kroepelien (resigned 29/03/2005)
Ordinary shares
At
At
Share options
At
At
31/03/06
01/10/04
31/03/06
01/10/04
25,000,000
—
—
—
800,000
25,000,000
—
—
—
800,000
4,000,000
5,000,000
18,000,000
4,000,000
5,200,000
4,000,000
—
—
4,000,000
5,200,000
In addition, Mr Rob Still is a director of Pangea Exploration (Pty) Limited which holds 6,000,000 ordinary shares and has an option over 7,500,000 ordinary shares.
A trust connected to Mr Still’s family and Brait S.A., a substantial shareholder (see below) for which Mr Still acts as an adviser, both have substantial interests in Pangea
Exploration (Pty) Limited.
16
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
SUBSTANTIAL SHAREHOLDERS
The Directors understand that the following are institutional shareholders as at 26 June 2006:
Ordinary shares of 1p each
Brait S.A.
Craton Capital
Number
Percentage
68,400,000
27,000,000
16.7%
6.6%
AUDITORS
Grant Thornton UK LLP have expressed their willingness to continue in office as auditors. A resolution to reappoint them will be proposed at the forthcoming Annual General
Meeting.
Approved by the Board of Directors and signed on behalf of the Board on 29 June 2006.
C BIRD
Chairman
29 June 2006
17
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Statement of Directors’ Responsibilities
Company law in the United Kingdom requires the Directors to prepare financial
statements for each financial year which give a true and fair view of the state of
affairs of the Company and the Group and of the profit or loss of the Group for that
period. In preparing those financial statements the Directors are required to:
Select suitable accounting policies and then apply them consistently;
Make judgements and estimates that are reasonable and prudent;
State whether applicable accounting standards have been followed, subject to
any material departures disclosed and explained in the financial statements;
Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records which disclose,
with reasonable accuracy at any time, the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies Act
1985. They are also responsible for safeguarding the assets of the Group and for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.
18
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
(cid:3)
(cid:3)
(cid:3)
(cid:3)
Report of the Independent Auditors to the Members of
Pan African Resources plc
We have audited the financial statements of Pan African Resources plc for the
eighteen month period ended 31 March 2006 which comprise the consolidated
profit and loss account, the balance sheets, the consolidated cash flow statement
and notes 1 to 20. These financial statements have been prepared under the
accounting policies set out therein.
This report is made solely to the Company’s members, as a body, in accordance
with Section 235 of the Companies Act 1985. Our audit work has been undertaken
so that we might state to the Company’s members those matters we are required to
state to them in an auditors’ report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the Company and the Company’s members, as a body, for our audit work, for this
report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
The Directors’ responsibilities for preparing the annual report and the financial
statements in accordance with United Kingdom law and accounting standards are
set out in the statement of directors’ responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant
legal and regulatory requirements and United Kingdom auditing standards.
We report to you our opinion as to whether the financial statements give a true and
fair view and are properly prepared in accordance with the Companies Act 1985. We
also report to you if, in our opinion, the directors’ report is not consistent with the
financial statements, if the Company has not kept proper accounting records, if we
have not received all the information and explanations we require for our audit, or if
information specified by law regarding Directors’ remuneration and transactions with
the Group is not disclosed.
We read other information contained in the annual report and consider whether it is
consistent with the audited financial statements. This other information comprises
only the chairman’s statement, review of operations and directors’ report. We
consider the implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the financial statements. Our
responsibilities do not extend to any other information.
BASIS OF OPINION
We conducted our audit in accordance with United Kingdom auditing standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the Directors in the preparation of the financial statements, and
of whether the accounting policies are appropriate to the Group’s circumstances,
consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with sufficient
evidence to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or other irregularity or error. In
forming our opinion, we also evaluated the overall adequacy of the presentation of
information in the financial statements.
OPINION
In our opinion the financial statements give a true and fair view of the state of affairs
of the Company and the Group at 31 March 2006 and of the loss of the Group for
the eighteen month period then ended and have been properly prepared in
accordance with the Companies Act 1985.
GRANT THORNTON UK LLP
Registered Auditors
Chartered Accountants
Southampton
29 June 2006
19
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Consolidated Profit and Loss Account
period ended 31 March 2006
Exploration costs
Administrative expenses
Total administrative expenses and operating loss
Interest receivable
Amounts written off investments
Loss on ordinary activities before taxation
Tax on loss on ordinary activities
Loss for the financial period
Loss per ordinary share — basic
There were no recognised gains or losses other than the loss for the period.
The accompanying accounting policies and notes form an integral part of these financial statements
18 months
to
31/03/06
£
18 months
to
30/09/04
£
Notes
7
2
4
5
6
(464,575)
(346,827)
(811,402)
30,759
(10,650)
(791,293)
—
—
(178,374)
(178,374)
14,143
—
(164,231)
—
(791,293)
(164,231)
(0.22p)
(0.09p)
20
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Consolidated Balance Sheet
as at 31 March 2006
Fixed assets
Intangible assets
Investments
Current assets
Debtors
Cash at bank
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Capital and reserves
Share capital
Share premium account
Merger reserve
Profit and loss account
Shareholders’ funds
These financial statements were approved by the Board on 29 June 2006 and signed on its behalf by:
N A STEINBERG FCA FCCA TEP
Finance Director
C BIRD
Chairman
The accompanying accounting policies and notes form an integral part of these financial statements
Notes
£
£
£
£
31/03/06
30/09/04
7
8
9
10
11
12
12
4,847,630
4,800
4,852,430
3,831,710
24,200
3,855,910
3,225
1,874,702
1,877,927
(399,455)
18,434
1,224,133
1,242,567
(107,163)
1,478,472
6,330,902
4,077,532
3,978,178
1,485,000
(3,209,808)
6,330,902
1,135,404
4,991,314
3,520,000
2,404,829
1,485,000
(2,418,515)
4,991,314
21
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Company Balance Sheet
as at 31 March 2006
Notes
£
£
31/03/06
30/09/04
£
£
Fixed assets
Investments
Current assets
Debtors
Cash at bank
8
9
2,273,630
1,874,652
4,148,282
Creditors: amounts falling due within one year
10
(380,487)
Net current assets
Total assets less current liabilities
Capital and reserves
Share capital
Share premium account
Merger reserve
Profit and loss account
Shareholders’ funds
11
12
12
These financial statements were approved by the Board on 29 June 2006 and signed on its behalf by:
3,074,505
3,093,905
786,110
1,208,255
1,994,365
(81,352)
3,767,795
6,842,300
4,077,532
3,978,178
1,485,000
(2,698,410)
6,842,300
1,913,013
5,006,918
3,520,000
2,404,829
1,485,000
(2,402,911)
5,006,918
N A STEINBERG FCA FCCA TEP
Finance Director
C BIRD
Chairman
The accompanying accounting policies and notes form an integral part of these financial statements
22
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Consolidated Cash Flow Statement
period ended 31 March 2006
Net cash outflow from operating activities
Returns on investments and servicing of finance
Capital expenditure and financial investment
Acquisitions
Financing
Increase in cash
The accompanying accounting policies and notes form an integral part of these financial statements
18 months
to
31/03/06
£
18 months
to
30/09/04
£
(503,901)
(118,199)
30,759
14,143
(697,170)
(777,405)
—
(43,724)
1,820,881
1,578,674
650,569
653,489
Notes
14
15
15
15
15
16
23
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Notes to the Financial Statements
period ended 31 March 2006
1 Accounting policies
Basis of accounting
The financial statements are prepared under the historical convention and in accordance with applicable United Kingdom accounting standards.
The principal accounting policies, which have been reviewed by the Directors in the light of FRS 18, are set out below.
Consolidation
The Group financial statements consolidate those of the Company and its subsidiary undertakings (see note 8) drawn up to 31 March 2006 under the acquisition method.
The results of the subsidiary undertakings acquired are included from the date of acquisition. Profits or losses on inter-group transactions are eliminated in full. On
acquisition of a subsidiary, all of the subsidiary’s assets and liabilities which exist at the date of acquisition are recorded at their fair value reflecting their condition at
that date.
Segmental analysis
The Group’s exploration activities and intangible assets are in Africa although the working capital to fund these activities is held in the United Kingdom. Other segmental
analysis is not material to the financial statements.
Fixed asset investments
Fixed Asset Investments are included at cost less amounts written off.
Deferred exploration costs
The Group uses the full cost method of accounting for mining operations. The cost of expenditure on licences, concessions and explorations incurred by subsidiary
undertakings are carried as intangible assets until such time as it is determined that there are commercially exploitable reserves at which time such costs are transferred to
tangible assets to be depreciated over the expected productive life of the asset. The Group’s intangible assets are reviewed periodically by the Directors. Exploration
appraisal and development costs determined as unsuccessful are written off to the profit and loss account.
Deferred tax
Deferred tax is recognised on all timing differences where the transactions or events that give the Group an obligation to pay more tax in the future, or a right to pay less
tax in the future, have occurred by the balance sheet date. Deferred tax assets are recognised when it is more likely than not that they will be recovered. Deferred tax is
measured using rates of tax that have been enacted or substantively enacted by the balance sheet date.
Corresponding figures
Corresponding figures are shown for the 18 month period ended 30 September 2004.
24
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
2 Operating loss
Operating loss is stated after charging:
Auditors’ remuneration — audit services
— non-audit services as nominated adviser
The operating costs largely comprise central overheads related to the management of the Group’s activities.
3 Directors and employees
Staff costs, including Directors’ remuneration were as follows:
Wages and salaries
Social security costs
Directors’ fees
2006
£
10,500
—
2004
£
5,000
12,000
2006
£
67,500
4,957
12,250
84,707
2004
£
9,750
828
—
10,578
The only employees of the Company were the Directors as detailed in the directors’ report. Nathan Steinberg is a partner in Munslows, a firm of Chartered Certified
Accountants. That firm charged fees of £20,000 (2004: £32,500) excluding VAT in respect of professional services. The Company incurred fees of £11,250
from Lion Mining Finance Limited, a company of which Colin Bird is a director. No payments in respect of pension contributions have been made.
4 Taxation reconciliation
Loss on ordinary activities before taxation
Loss on ordinary activities multiplied by the standard rate of UK corporation tax
Expenses not deductible for tax purposes
Unrelieved tax losses to be carried forward
UK corporation tax payable
Accumulated tax losses available to set against future taxable revenue
Capital
Revenue
2006
£
2004
£
(791,293)
(164,231)
(237,388)
1,082
236,306
—
(49,269)
321
48,948
—
1,255,798
944,637
1,264,548
668,098
25
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Notes to the Financial Statements
period ended 31 March 2006
5 Loss for the financial period
The Company has taken advantage of Section 230 of the Companies Act 1985 and has not included its own profit and loss account in these financial statements. The
company loss for the period was £295,499 (2004: £148,627).
6 Loss per ordinary share
The calculation of loss per ordinary share is based on losses of £791,293 (2004: £164,231) and on 354,281,542 ordinary shares (2004: 170,803,279), being the weighted
average number of ordinary shares in issue during the period. There is no dilutive effect of share options.
7
Intangible fixed assets — Group
Cost
At October 2004
Additions — exploration costs
Less: costs of aborted projects in Ghana written off
At 31 March 2006
Exploration
Expenditure
£
3,831,710
1,480,495
(464,575)
4,847,630
Included in the above are fees of £12,500 (2004: £35,000) paid to Munslows, a firm in which N A Steinberg is a partner and fees of £9,000 (2004: £10,000) to
Lion Mining Finance Limited, a company of which C Bird is a director.
26
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
8
Fixed asset investments
Group Cost
At 1 October 2004
Provisions for diminution in value
At 31 March 2006
Company Cost
At 1 October 2004
Provision for diminution in value
At 31 March 2006
£
24,200
(19,400)
4,800
Total
£
Subsidiaries
£
Other
£
3,069,705
—
3,069,705
24,200
(19,400)
3,093,905
(19,400)
4,800
3,074,505
At 31 March 2006 the Company held the following shares in subsidiary undertakings.
Name of undertaking
Mistral Resource Development Corporation Limited
Brampton Capital Overseas Limited
Globalstrand Limited
Country of
incorporation
Principal
activity
British Virgin Islands
British Virgin Islands
England and Wales
Mining exploration
Mining exploration
Dormant
Proportion of
capital held by
country
100%
100%
100%
Other investments include Orevest plc, an investment which is traded on OFEX, at market value of £4,800 (2004: cost £24,200). The market value at 30 September 2004
was £18,932.
9 Debtors
Prepayments and other debtors
Amounts owed by subsidiaries
2006
£
3,225
—
3,225
Group
Company
2004
£
18,434
—
2006
£
3,225
2,270,405
18,434
2,273,630
2004
£
18,434
767,676
786,110
Amounts owed by the subsidiaries are repayable on demand but are not expected to be repaid in the foreseeable future.
27
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Notes to the Financial Statements
period ended 31 March 2006
10 Creditors: amounts falling due within one year
Taxes and social security
Accruals and deferred income
Amounts owed to subsidiaries
11 Share capital
Authorised equity shares
1,000,000,000 ordinary shares of £0.01 each
Allotted equity shares
407,753,235 Allotted, called up and fully paid ordinary shares of £0.01 each
The following issues of shares were made during the period.
Group
Company
2006
£
—
399,455
—
399,455
2004
£
1,424
105,739
—
107,163
2006
£
—
380,487
—
380,487
2004
£
1,424
79,927
1
81,352
2006
£
2004
£
10,000,000
10,000,000
4,077,532
3,520,000
a) On 3 October 2005, 2,750,000 ordinary shares were issued at 2p per share as consideration for exploration costs in the Central African Republic of which 1p per
share has been credited to share premium account.
b) On 21 December 2005, 7,000,000 ordinary shares were issued for cash at 3p per share, of which 2p per share has been credited to share premium account.
c) On 26 March 2006, 6,000,000 ordinary shares were issued at 4.25p per share as consideration for the acquisition of exploration rights as set out in note 20 below,
of which 3.25p per share has been credited to share premium account, and a further 40,003,235 ordinary shares were issued for cash at 4.25p per share, of which
3.25p per share has been credited to share premium account.
28
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
12 Reserves
Group
At 1 October 2004
Issue of shares
Expenses of share issue
Loss for the period
At 31 March 2006
Company
At 1 October 2004
Issue of shares
Expenses of share issue
Loss for the period
At 31 March 2006
Share issue costs include fees of £25,000 to Munslows, a firm in which N A Steinberg, a Director, is a partner.
13 Reconciliation of movement in shareholders’ funds
Loss for the period
Proceeds of share issue
Issue costs
Opening shareholders’ funds
Closing shareholders’ funds
Share
premium
account
£
2,404,829
1,662,606
(89,257)
—
Merger
reserve
£
1,485,000
—
—
—
Profit
and loss
account
£
(2,418,515)
—
—
(791,283)
3,978,178
1,485,000
(3,209,808)
2,404,829
1,662,606
(89,257)
—
1,485,000
—
—
—
(2,402,911)
—
—
(295,499)
3,978,178
1,485,000
2,698,410
2006
£
(791,293)
2,220,138
(89,257)
1,339,588
4,991,314
Group
2004
£
(164,231)
4,905,000
(321,326)
4,419,443
571,871
6,330,902
4,991,314
29
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Notes to the Financial Statements
period ended 31 March 2006
14 Reconciliation of operating loss to net cash outflow from operating activities
Operating loss
Increase in creditors
Decrease in debtors
15 Gross cash flows
Returns on investments and servicing of finance
Interest received
Capital expenditure and financial investment
Sale of investment
Proceeds from liquidation of investment
Purchase of intangible fixed assets
Acquisitions
Payments to acquire subsidiaries
Bank balances acquired with subsidiary
Financing
Proceeds of issue of shares
Issue costs
30
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
2006
£
(811,402)
292,292
15,209
Group
2004
£
(178,374)
50,226
9,949
(503,901)
(118,199)
2006
£
2004
£
30,759
14,143
—
8,750
(705,920)
5,000
—
(782,045)
(697,170)
(777,405)
—
—
—
(64,705)
20,981
(43,724)
1,910,138
(89,257)
1,900,000
(321,326)
1,820,881
1,578,674
16 Reconciliation of net cash flow to movement in net funds
Net funds at 1 October 2004
Increase in cash in the period
Net funds at 31 March 2006
17 Share options
2006
£
1,224,133
650,569
2004
£
570,644
653,489
1,874,702
1,224,133
The Company has share option schemes under which options have been granted to the Directors and other persons. The share options currently in existence are as
follows:
Date granted
Parties
10/5/2000
03/4/2000
13/8/2004
13/8/2004
01/09/2005
Former Director
Directors
Directors
Others
Directors
Exercise
price
Number
of shares
Vesting
date
4p
4p
4p
4p
2p
1,500,000
1,200,000
12,000,000
16,300,000
23,000,000
18/5/2003
18/5/2003
08/9/2004
08/9/2004
02/09/2006
Final
exercise
date
18/5/2007
18/5/2007
08/09/2007
08/09/2007
02/09/2016
At the period end the market value of the Company’s shares was 5.2p per share. The highest price during the period was 5.72p and the lowest price was 1p.
31
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Notes to the Financial Statements
period ended 31 March 2006
18 Financial instruments
The Company uses financial instruments, other than derivatives, comprising cash liquid resources and various items such as debtors, creditors and other items that arise
directly from its operations. The main purpose of these financial instruments is to utilise finance in the Group’s operations.
The main risks arising from the Company’s financial instruments are interest risk, liquidity risk and currency risk. The Directors review and agree policies for managing these
risks and these are summarised below.
Short-term debtors and creditors have been excluded from all the following disclosures.
Interest rate risk
The Company finances its operations through equity financing to alleviate the interest rate risk.
Liquidity risk
The Company seeks to manage financial risk to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably.
Currency risk
The Company manages its currency risk by holding financial investments in sterling and financing the investment in overseas securities on an arising basis.
Fair values
The fair values of the Company’s instruments are considered equal to the book value.
The interest rate exposure of the financial assets of the Company as at 31 March 2006 related wholly to floating interest rates in respect of cash at bank and is held in the
following currencies:
Sterling — Cash at bank
US Dollars
32
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
2006
£
2004
£
1,874,652
50
1,208,255
15,878
1,874,702
1,224,133
19 Related party transactions
Mr R G Still is a director of Pangea Exploration (Pty) Limited which is owned as to 33% by a trust connected with his family.
Exploration expenditure of £255,476 was incurred by Pangea Exploration (Pty) Limited on behalf of the Company in respect of the Manica gold project in accordance with
an agreement dated 19 November 2003, £44,735 in respect of the Bogoin project in accordance with an agreement dated 30 September 2005 and £92,755 in respect of
project management. In addition, the Group has acquired rights from Pangea in the Bogoin project in Central African Republic as set out in note 20 below.
Administration expenditure includes £15,000 (excluding VAT) (2004: £10,000) incurred by Munslows on behalf of the Company in respect of its office accommodation
costs.
20 Capital Commitments
The Company agreed in January 2006 to acquire 100% of Explorator Limitada for a consideration of £150,000 to be satisfied by the issue of 7,500,000 ordinary shares in
the Company. The completion of this transaction will take place when the relevant regulatory approval is received from the Mozambique authorities.
The Board has contracted to acquire rights in the joint venture in Central African Republic from Pangea Exploration (Pty) Limited. The consideration is payable over 3 years
and subject to continuing of operation in Central African Republic over the period. The Company has satisfied its obligation in the balance sheet date of £255,000 satisfied
by the issue of 6,000,000 shares at 4.25p. The future commitments under this agreement are estimated at £510,000 which the Company can satisfy by the issue of a
further 12,000,000 ordinary shares in the Company.
The Board has contracted to acquire an additional 10% interest in the joint venture from Goldium for £112,000 of which £53,000 has been paid and £59,000 will be
satisfied by the issue of 1,072,727 ordinary shares in the Company. The completion of this transaction will take place when the relevant regulatory approvals have been
received from the Central African Republic authorities.
33
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Notice of the 2006 Annual General Meeting
Notice is hereby given that the 2006 Annual General Meeting of the Company will be
held at the offices of Grant Thornton, Grant Thornton House, Euston Square, Melton
Street, London NW1 2EP on 27 July 2006 at 10.30 a.m. to transact the following
business of the Company.
To receive and adopt the Directors’ Report and the financial statements for the
period ended 31 March 2006.
To re-elect Hendrik Johann Blignault as a Director, who was appointed during
the period.
To re-elect Jan Petrus Nelson as a Director, who was appointed during the
period.
To re-elect Robert George Still as a Director, who is retiring by rotation.
7.
As special business to consider and, if thought fit, to pass the following
resolution which will be proposed as a Special Resolution.
THAT the Directors be and they are hereby empowered pursuant to Section 95
of the Companies Act 1985 (“the Act”), in substitution for all previous powers
granted thereunder, to allot equity securities of up to an aggregate nominal
amount of £2,922,000.00 (within the meaning of Section 94 of the Act) for cash
pursuant to the authority granted by resolution 6 above as if Section 89(1) of
the Act did not apply to any such allotment provided that this power shall expire
at the conclusion of the Annual General Meeting of the Company to be held in
2007, save that the Company may, before such expiry make an offer or
agreement which would or might require equity securities to be allotted after
such expiry and the Directors may allot equity securities in pursuance of any
such offer or agreement as if the authority conferred hereby had not expired.
1.
2.
3.
4.
5.
6.
To reappoint Grant Thornton UK LLP as auditors and to authorise the Directors
to fix their remuneration.
By Order of the Board dated 29 June 2006
As special business, to consider and, if thought fit, to pass the following
resolution which will be proposed as an Ordinary Resolution.
THAT the Directors be and are hereby generally and unconditionally authorised
pursuant to Section 80 of the Companies Act 1985 ("the Act"), in substitution
for all previous powers granted to them, to exercise all the powers of the
Company to allot and make offers to allot relevant securities (within the meaning
of Section 80(2) of the Act) up to an aggregate nominal amount £2,922,000.00;
such authority shall, unless previously revoked or varied by the Company in
general meeting, expire on the conclusion of the Annual General Meeting of the
Company to be held in 2007 provided that the Company may, at any time
before such expiry, make an offer or enter into an agreement which would or
might require relevant securities to be allotted after such expiry and the
Directors may allot relevant securities pursuant to any such offer or agreement
as if the authority conferred hereby had not expired.
JOHN BOTTOMLEY
Secretary
Manfield House
2nd Floor
1 Southampton Street
London WC2R 0LR
34
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
Form of Proxy
I/We, the undersigned, being a member of the above-named company, hereby appoint
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
or failing him the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 27 July 2006 at
10.30 a.m. and at any adjournment thereof.
The proxy will vote on the undermentioned resolutions, as indicated.
ORDINARY RESOLUTIONS
1. To adopt the Report and Accounts.
2. To re-elect Hendrik Johan Blignault, a Director who was appointed during the period.
3. To re-elect Jan Petrus Nelson, a Director who was appointed during the period.
4. To re-elect Robert George Still, a Director who is retiring by rotation.
5. To reappoint Grant Thornton UK LLP as auditors.
6. To empower the Directors to allot relevant securities pursuant to Section 80 of the Companies Act 1985.
SPECIAL RESOLUTIONS
7. To disapply the pre-emption rights contained in Section 89(1) of the Companies Act 1985.
FOR
AGAINST WITHHELD*
VOTE
DISCRE-
TIONARY†
If this form is signed and returned without any indication as to how the proxy shall vote, he will exercise his discretion both as to how he votes (and whether or not he
abstains from voting).
* The “Vote Withheld” option is to enable you to abstain on the specified resolution. Please note a “Vote Withheld” has no legal effect and will not be counted in The votes
“For” and “Against” a resolution.
† If you select “Discretionary” or fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified
resolution. The proxy is also authorised to vote (or abstain from voting) on any other business, which may properly come before the meeting.
Print name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Date
. . . . . . . . . . . . . . . . . . . . . . .
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes:
(i)
(ii)
(iii)
(iv)
(v)
This form is for use of shareholders only and will be used only in the event of a poll being directed or demanded.
You may if you wish delete the words “the Chairman of the Meeting” and substitute the name(s) of your choice. Please initial such alteration.
To be effective this form of proxy must be lodged at the Company’s registrars, Capita Registrars Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 48 hours
before the start of the meeting.
In the case of a corporation the form must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing.
In the case of joint holders the signature of any of them will suffice but the names of all joint holders should be shown. The vote of the senior joint holder who tenders a vote whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of
Members in respect of the joint holding.
35
PAN AFRICAN RESOURCES PLC
Annual Report and Accounts 2006
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Officers and Advisers
DIRECTORS
Colin Bird (Non-Executive Chairman)
Hendrik Johan Blignault (Non-Executive Director)
Jan Petrus Nelson (Chief Executive Officer)
Robert George Still (Non-Executive Director)
Nathan Anthony Steinberg FCA FCCA TEP (Finance Director)
COMPANY SECRETARY AND REGISTERED OFFICE
John Michael Bottomley FICS
Manfield House
2nd Floor
1 Southampton Street
London WC2R 0LR
Company Number: 3937466
AUDITORS
Grant Thornton UK LLP
31 Carlton Crescent
Southampton SO15 2EW
BROKERS AND NOMINATED ADVISERS
Ambrian Partners Limited
8 Angel Court
London EC2R 7HP
REGISTRARS
Capita Registrars
Northern House
Woodsome Park
Fenay Bridge
Huddersfield HD8 0LA
SOLICITORS
Stringer Saul
17 Hanover Square
London W1S 1HU
WEBSITE
www.panafricanresources.com
www.panafricanresources.com
Pan African Resources PLC
Registered Office:
Manfield House
2nd Floor
1 Southampton Street
London WC2R 0LR
United Kingdom
Tel: +44 (0)20 7845 7500
Fax: +44 (0)20 7845 7501
Administration
Pangea Block
Central Park Suites
Central Main and Orchard Avenue Bordeaux
Randburg 2125
South Africa
Tel: +44 (0)27 11 886 1211
Fax: +44 (0)27 11 886 1044