2025

Merafe Resources Limited
Unaudited Condensed Consolidated Financial Statements and cash dividend declaration
for the six months ended 30 June 2025

Delivering today. Investing in tomorrow.

Notes to the unaudited condensed consolidated financial statements

1. Basis of preparation

These unaudited condensed consolidated interim results for the six months ended 30 June 2025 have been prepared under the supervision of Ditabe Chocho CA(SA) (Financial Director), in accordance with and containing the information required by IAS 34: Interim Financial Reporting and for a South African company, the Financial Pronouncements as issued by the Financial Reporting Standards Council and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the requirements of the Companies Act of South Africa No. 71 of 2008, as amended, and the JSE Limited Listings Requirements.

The unaudited condensed consolidated financial statements are presented in South African Rand, and all values are rounded to the nearest thousand (R'000), except where otherwise indicated.

1.1 Going concern
 

In determining the appropriate basis for the preparation of the interim results, the directors are required to consider whether the Group can continue to be operational in the foreseeable future. The financial performance of the Group is dependent upon the wider economic environment in which the Group operates.

These interim results are prepared on a going-concern basis. The Board has undertaken a rigorous assessment of whether the Group is a going concern in the light of current economic conditions, taking into consideration available information about future risks and uncertainties. The projections for the Group have been prepared, covering its future performance, capital and liquidity, including performing sensitivity analysis. The Group has the benefit of a healthy balance sheet and available unutilised debt facilities. The Group's forecasts and projections of its current and expected profitability, taking account of reasonably possible changes in production and performance, show that the Group will be able to operate within the level of its cash resources for at least the next 12 months.

The Board is satisfied that the Group is sufficiently liquid and solvent to be able to support the operations for the next 12 months.

1.2 Accounting policies
 

The accounting policies applied in the preparation of these interim results are in terms of the IFRS Accounting Standards and are consistent with those applied in the previous consolidated annual financial statements. The Group did not early adopt any new, revised or amended accounting standards or interpretations.

1.3 Critical accounting judgements and key sources of estimation uncertainty
 

The preparation of the unaudited condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates are reviewed on an ongoing basis. Underlying assumptions are also reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.

In particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the unaudited condensed consolidated financial statements is as follows:

  • Measurement of depreciation and impairment, useful lives and residual values of property, plant and equipment and intangible assets.
  • Inputs used in the determination of the fair value of the share-based payment transactions, lease classification and depreciation of right-of-use assets.
  • Assumptions used in the calculation of the life-of-mine/smelter, estimation of the closure and restoration costs and inputs used in the calculation of the present value of the provision for closure, restoration costs and discount rate applied.
  • Fair value measurement of trade receivables subject to provisional pricing.
  • Assumptions around joint control of the Venture.
  • Impairment of non-financial assets – the Group determines whether any of the CGUs are impaired at each reporting date. This requires consideration of the current and future economic and trading environment and available valuation information to ascertain if there are indications of impairment to those non-financial assets owned by the Group.
  • Inventories – the Group determines whether there is obsolete inventory on an annual basis and adjustments to the net realisable value of inventory as required.
  • Financial risk management – the Group assesses credit risk, cash and cash equivalents and trade and other receivables. There has been no material increase in either liquidity risk or own credit risk based on this assessment.
  • Contingent liabilities – the Group exercises judgement in measuring and recognising the provisions and the exposure to contingent liabilities related to unresolved tax matters. Judgements, including those involving estimations, are necessary in assessing the likelihood that a pending tax dispute will be resolved or a liability will arise and to quantify the possible range of the tax exposure.

The global environment and the risk of adverse impacts on the Group's revenue, costs and capital expenditures were all taken into account in determining the accounting estimates and judgements for the period.

2. Determination of fair values

A number of accounting policies and disclosures require the determination of fair value for both financial and non-financial assets and liabilities.

Fair values have been determined for measurement and disclosure purposes based on the methods indicated below.

2.1 Trade receivables subject to provisional pricing terms
 

Trade receivables of R162 million (December 2024: R73 million) are subject to provisional pricing terms and accordingly, are accounted for at fair value through profit and loss. Level 2 hierarchy per IFRS 13 Fair Value Measurement.

The fair value at the reporting date is based on the latest available ferrochrome prices and a closing ZAR:USD exchange rate of R17.72 (December 2024: R18.89).

2.2 Long-term receivable
 

In 2017, the Venture entered into an asset swap arrangement with Rustenburg Chrome Mine Proprietary Limited (RCM) through which the Venture's mineral rights were swapped for RCM's mineral rights. A receivable of R59 million (December 2024: R64 million) arises through ore recovery and the sale from mining in the rights area.
No expected credit losses were recognised for this receivable as the debtor is revalued at each reporting period based on the latest mining plans and probabilities and measured at its fair value based on these inputs and forward-looking commodity prices. Level 3 hierarchy per IFRS 13 Fair Value Measurement.

The discounted cash flow valuation technique was used, with the key inputs being the discount rate, ZAR:USD exchange rate and a forward-looking chrome price.
The cash flows are based on the life-of-mine plan of 10 years. The fair value at the reporting date is based on chrome ore prices of USD231.45 per metric tonne, an average ZAR:USD exchange rate of R19.22 and a discount rate of 9.01%. There were no transfers between fair value hierarchy levels during the period. There was also no change in the valuation technique compared to the prior corresponding period.

Reconciliation of Level 3 fair value measurements For the period ended
  30 June 
2025 
Unaudited 
R'000 
31 December 
2024 
Audited 
R'000 
Opening balance 64 260  37 287 
Total gains or losses in profit or loss –  26 973 
Recovery (5 540) – 
Closing balance 58 720  64 260 

3. Headline earnings per share

   For the six months ended 
    Gross  30 June 2025
Unaudited
R’000
Net of
taxation
 
 Gross  30 June 2024
Unaudited
R’000
Net of
taxation 
Earnings for the year attributable to equity holders of the parent      232 996      719 587 
IAS 33 earnings     232 996     719 587 
Adjusted for:             
Less: IAS 16 gains on the disposal of land and mineral rights        (19 061) (13 914)
Less: IAS 16 gains on the disposal of property, plant and equipment  (123) (90) (334) (244)
Add: IAS 36 Impairment of property, plant and equipment  112 800  82 344       
         
Headline earnings     315 250     705 429 
Headline earnings per share (cents)    12.6     28.2 
Diluted headline earnings per share (cents)    12.6     28.2 
Ordinary shares in issue     2 499 126 870     2 499 126 870 
Weighted average number of shares for the period     2 499 126 870     2 499 126 870 
Diluted weighted average number of shares for the period     2 499 126 870     2 499 126 870 

4. Revenue

  For the six months ended
  30 June 2025
Unaudited
R’000
Net of
taxation
30 June 2024
Unaudited
R’000
Net of
taxation
Ferrochrome revenue* 1 358 917 3 397 162
Chrome ore revenue 1 003 512 1 213 449
PGMs revenue** 156 065 131 172
Revenue from contracts with customers
2 518 494
4 741 783
Other income*** 956 2 551
Revenue other than from contracts with customers 956 2 551
Total revenue 2 519 450 4 744 334
* Ferrochrome sales include provisional pricing adjustments of R19 million (June 2024: R18 million).
** All PGMs concentrate sales are to customers in South Africa.
*** Other income includes revenue from sale of scraps and silica.
Geographical areas of ferrochrome sales to customers

The majority of customers are stainless steel mills located at the following revenue destinations:

  2025 2024
Restated#
  Revenue
R’000
% of revenue
in relation
to total

ferrochrome
revenue
Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue destination        
Africa* 65 591 5 103 298
Americas** 171 161 13 332 501 10 
Asia 724 245 53 2 305 206 68 
 China 562 745 41 1 422 356 42 
 Indonesia 31 031 2 635 414 19 
 Other Asia*** 130 469 10 247 436
Europe**** 397 920 29 656 157 19 
  1 358 917 100 3 397 162 100 
* Includes South Africa.
** Includes Brazil and the USA.
*** Includes India, Japan, the Middle East, South Korea, Taiwan and Australia.
**** Includes Finland, France, Italy, Luxembourg, Netherlands, Slovenia, Spain and the United Kingdom.
# Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15.
Geographical areas of chrome ore sales from customers
  2025 2024
Restated#
  Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue
R’000
% of revenue in
relation
to total
ferrochrome
revenue
Revenue destination        
Africa* 156 477 16 236 311 19
Americas** 5 690 10 678 1
Asia 808 103 81 937 944 78
China 799 005 80 931 780 77
Other Asia*** 9 098 1 6 164 1
Europe**** 33 242 3 28 516 2
  1 003 512 100 1 213 449 100
* Includes South Africa.
** Includes Brazil and the USA.
*** Includes India, Japan, the Middle East, South Korea, Taiwan and Australia.
**** Includes Finland, France, Italy, Luxembourg, Netherlands, Slovenia, Spain and the United Kingdom.
# Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15.
Sales to the following customers individually comprise more than 10% of total sales:

 

  2025 2024
Restated#
  Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Key customers        
Customer A 463 140 34 642 761 19
Customer B 168 953 12 634 428 19
  632 093 46 1 277 189 38
# Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15.
Sales to the following customers individually comprise more than 10% of total chrome ore sales:
  2025 2024
Restated#
  Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Revenue
R’000
% of revenue
in relation
to total
ferrochrome
revenue
Key customers        
Customer C 176 290 15
# Disaggregation of revenue was previously only presented in the Company’s annual financial statements. The revenue in relation to ferrochrome and chrome ore has been restated to depict the geographical destination of revenue earned in line with the requirements of IFRS 15.

5. Capital commitments


2025  2024 
Contracted but not provided for 255 688 255 176 
Authorised but not contracted for 507 671 519 153 
Total capital commitments 763 359 774 329 

6. Related parties

Related-party transactions and balances

During the current reporting period, management reviewed its related-party relationships in accordance with IAS 24: Related Party Disclosures. The Glencore plc Group is a related party, taking into consideration the shareholding and related significant influence coupled with the substance of the relationship. Significant transactions and balances with all entities within the Glencore plc Group are therefore disclosed together with the comparative figures.

All related-party transactions relate to Merafe's attributable 20.5% interest in the Venture. At the end of the period, there were no outstanding commitments.

Name of related party Description of relationship Transactions and balance

Industrial Development Corporation of South Africa Limited (IDC)

The IDC holds 21.9% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.

The IDC received non-executive directors' fees for Mr D McGluwa. The IDC receives dividends declared by the Company.

At the reporting date, there are no amounts due to the IDC.

Glencore (Nederland) B.V. (GN)

GN holds 28.8% of the issued share capital of the Company and has the ability to exercise significant influence over the Company as a result of its shareholding.

GN receives dividends declared by the Company.

At the reporting date, there are no amounts due to GN.

Glencore Limited (Stamford) (GLS)

GLS acts as the Venture's exclusive marketing agent to sell ferrochrome on its behalf and acts as a distributor in the USA and Canada.

Sales of ferrochrome of R168m (June 2024: R348m).

Commission expense on the sale of ferrochrome of R4m (June 2024: R8m).

Interest expense of R2m (June 2024: R4m).

The balance receivable at the reporting date, R69m (December 2024: R134m), is reduced as and when GLS receives funds from customers and is receivable 120 days after the bill of lading.

Glencore International AG (GIAG)

GIAG acts as the Venture's exclusive marketing agent to sell ferrochrome and chrome ore on its behalf.

The Venture purchases various raw materials from GlAG on an ongoing basis.

The Venture sells chrome ore to GlAG on an ad hoc basis.

Commission expense on sale of ferrochrome and chrome ore of R93m (June 2024: R182m).

Interest income of R1m (June 2024: R11m).

Marketing fee expense of R1m (June 2024: R1m).

Purchase of raw materials of R1m (June 2024: R1m).

The balance owed at the reporting date is R24m (December 2024: R30m), payable on confirmation of final sales.

Glencore Operations South Africa Proprietary Limited (GOSA)

GOSA is Merafe Ferrochrome and Mining Proprietary Limited's partner in the Venture.

Employee costs of R82m (June 2024: R76m).

Head office costs of R10m (June 2024: R7m).

Lion housing costs of R12m (June 2024: R10m).

Training costs of R5m (June 2024: R6m).

Shared services costs of R6m (June 2024: R6m).

The balance owed at the end of the period is R4m (December 2024: R15m), payable 10 days after month end.

GOSA received the non-executive directors' fees for Mr D Green.

At the reporting date, a loan of R51m (December 2024: R50m) is owed to Merafe Ferrochrome.

Char Technology Proprietary Limited (Chartech)

Chartech sells raw materials to the Venture.

Purchase of raw materials of R26m (June 2024: R63m).

Balance owing at the reporting period date of Rnil (December 2024: R9m) payable 30 days from the statement date.

Glencore Holdings South Africa Proprietary Limited (GHSA)

GHSA offers the central treasury function for the Venture.

Interest income of R35m (June 2024: R45m)

Cash deposits of R315m (December 2024: R831m) and rehabilitation investment of R378m (December 2024: R361m).

Glencore Property Management Company Proprietary Limited (GPMC)

GPMC provides rental property to the Venture.

Rental of CSI offices R0.1m (June 2024: R0.2m).

Balance owing at the reporting date of R0.04m (December 2024: R0.3m) payable 30 days from the statement date.

Astron Energy Proprietary Limited (Astron)

Astron sells fuel to the Venture.

Purchase of fuel of R18m (June 2024: R18m).

The balance owed at the reporting date is R3m (December 2024: R3m).

Cassian Trade AG (Cassian Trade)

Cassian Trade acts as the Venture's marketing agent to sell ferrochrome and chrome ore on its behalf.

Receivable at the reporting date of Rnil (December 2024: R7m).

Impala Chrome Proprietary Limited (Impala)

Impala is an equity-accounted investment, which provides logistics support to the Venture.

Revenue from logistics, marketing and maintenance contracts of R18m (June 2024: R19m).

Receivable at the reporting date of R6m (December 2024: R3m).

Unicorn Chrome Proprietary Limited (Unicorn)

Unicorn is a jointly controlled operation by the Venture.

Unicorn declared a dividend of R0.6m to Merafe Ferrochrome.

7. Taxation

The Group's annualised effective tax rate is 23.8% (June 2024: 28.26%) for the six months ended 30 June 2025.

8. Inventories

During the reporting period, inventory of R2 million (June 2024: R1 million) was written down.

9. Change in estimate

Assumptions based on the current economic environment have been made, which management believes provide a reasonable basis upon which to estimate the future liability. Actual rehabilitation costs will ultimately depend upon future market prices for the necessary rehabilitation works, which will reflect market conditions at the relevant time. Furthermore, the timing of rehabilitation is likely to depend on when the mines cease to produce at economically viable rates.

The discount rate used in the calculation of the provision as at 30 June 2025 equalled 11.9% (December 2024: 7.6%). There was no change in estimate effect that affected property, plant and equipment in the current period.

10. Impairment of property, plant and equipment

During the reporting period, impairment adjustments were made relating to these specific assets that were fully written off: the Tswelopele and Bokamoso pelletising plants and the Wonderkop smelter. The resulting impairment loss was R110 million (June 2024: Rnil). This was in light of grounds pointing to the likely impairment of some of our smelting operations. This conclusion was reached after considering several critical factors, which included the adverse state of the ferrochrome market and the uncompetitive level of our operating costs.

11. Contingent liabilities

The Group is subject to direct and indirect tax in the South African jurisdiction. The Group's subsidiary undertakes various cross-border transactions within the Venture, subject to the Group's transfer pricing policies. As a result, significant judgement is required to determine the Group's provisions for income taxes. The income tax and annual assessments are subject to examination within prescribed periods by the South African Revenue Service (SARS).

As previously reported, SARS finalised the audit of the Group's transfer pricing matter relating to the 2016 and 2017 years of assessment on 30 October 2024. Pursuant to the finalisation of the audit, SARS issued additional assessments on 30 October 2024 levying additional income tax, dividends tax, understatement penalties and interest in the aggregate amount of R406 million against the Group for the 2016 and 2017 years.

The Group disagrees with the additional assessments and, on 25 June 2025, lodged an objection with SARS against the additional assessments. Additionally, the Group had applied for a full suspension of payment of the disputed tax debt, which SARS partially suspended resulting in R232 million being payable. Pursuant to section 9 of the Tax Administration Act of 2011, as amended, the Company has requested SARS to reconsider its decision not to fully suspend payment and is awaiting SARS' response.

Management continues to rely on opinions obtained from external legal and tax advisers to inform and support the significant judgement required in interpreting relevant tax legislation. The matter has been disclosed as a contingent liability as its outcome, due to the dispute, remains uncertain and any potential tax exposure cannot be reliably estimated. Accordingly, the consolidated financial statements have made no adjustment for any effects on the Group.

12. Events after the reporting period

As reported above, on 8 August 2025, the Board resolved to declare an interim cash dividend of 4 cents (2024: 20 cents) per share for the six months ended 30 June 2025.

The directors are not aware of any material events that occurred after the reporting period and up to the date of authorisation of this report that may require adjustment or disclosure in these interim financial statements.

13. Declaration of an ordinary cash dividend for the six months ended 30 June 2025

Notice is hereby given that, on 8 August 2025, the Board resolved to declare a gross interim cash dividend of 4 cents (June 2024: 20 cents) per share to holders of ordinary shares. The dividend will be paid out of income reserves.

The ordinary dividend will be subject to a local dividend tax rate of 20%. The net local ordinary dividend, payable to those Merafe shareholders (Shareholders) who are not exempt from paying dividend tax is therefore 3.2 cents per share. Merafe's income tax number is 9 550 008 602. The number of ordinary shares issued at the date of the declaration is 2 499 126 870.

The important dates pertaining to the dividend are as follows:

  2025
Last day for ordinary shares to trade cum ordinary dividend: Tuesday, 2 September
Ordinary shares commence trading ex-ordinary dividend: Wednesday, 3 September
Record date: Friday, 5 September
Payment date: Monday, 8 September

Shareholders will not be permitted to dematerialise or rematerialise their ordinary shares between Wednesday, 3 September 2025 and Friday, 5 September 2025, both days inclusive.