MANAGEMENT'S DISCUSSION AND ANALYSIS
For the three and nine months ended September 30, 2016
INTRODUCTION
This management's discussion and analysis ("MD&A") of the consolidated financial position and results of operations of Mawson West Limited and its subsidiary companies (collectively, "Mawson West" or the "Company") constitutes management's review of the factors that affected the Company's financial and operating performance for the three month period ended September 30, 2016 (the "Quarter"), and nine month period ended September 30, 2016 (the "year to date"). This is in comparison to the three month period ended September 30, 2015 (the "Comparable Quarter") and nine month period ended September 30, 2015 (the "comparable year to date"). This MD&A is dated November 11, 2016 and has been prepared with information available as of November 11, 2016.
This MD&A should be read in conjunction with the Company's unaudited consolidated interim financial report for the three month and nine month periods ended September 30, 2016 and the related notes thereto ("Financial Statements"), the Company's audited consolidated financial report for the financial year ended December 31, 2015, and the Company's Annual Information Form for the financial year ended December 31, 2015, which have been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and are available online at www.sedar.com. The Financial Statements and the financial information contained in this MD&A have been prepared in accordance with International Financial Reporting Standards ("IFRS") in compliance with IFRS as issued by the International Accounting Standards Board. The functional and presentation currency of the Company is US Dollars and all amounts in this MD&A are expressed in US Dollars unless otherwise identified.
This MD&A contains forward-looking information, such as statements regarding potential mineralisation, Mineral Resources, Mineral Reserves and operational and exploration results and future plans and objectives of the Company, that is subject to various risks and uncertainties, including those set forth in "Forward-Looking Statements" and "Risk Factors". There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Readers are cautioned not to place undue reliance on this forward-looking information.
OVERVIEW
During the Quarter, the Company's Kapulo and Dikulushi mines remained on care and maintenance ("C&M"). C&M activities at the Kapulo mine commenced after the Company ceased mining operations on March 23, 2016 and milling operations on May 8, 2016. The Company made the decision to place the Kapulo mine on C&M due to continued weakness in the price of copper, which resulted in unprofitable and unsustainable mining operations. These circumstances also contributed to a rapid deterioration in the Company's financial position, such that it was having difficulties satisfying its current liabilities in a timely manner. The Dikulushi mine was placed on C&M in the first quarter of 2015.
In order for Mawson West to place the Kapulo mine on C&M and to satisfy its payables, Galena Private Equity Resources Fund LP ("Galena") provided the Company with an interest free, secured loan in an amount up to $20.0 million in March 2016. In partial consideration for the loan, the Company issued Galena warrants exercisable to acquire up to 2,744,200,000 ordinary shares of the Company at an exercise price of C$0.01 per share until December 31, 2017.
During the Quarter, a further tranche of $6.5 million was drawn on the Galena facility, bringing the total value drawn to date to $19.0 million after the set-off of the ordinary shares issued on June 13, 2016, leaving an undrawn balance available under the facility of $1.0 million.
On September 9, 2016 Galena provided the Group with a letter of comfort stating their willingness to provide the Group with financial support to enable the Group to continue to meet its financial obligations as and when they fall due. Should Galena and Trafigura withdraw their financial support and the Group not be able to secure alternative funding, there is significant uncertainty as to whether the Group would be able to meet its financial obligations as and when they fall due and thus continue as a going concern.
Overall C&M cost was the main contributor to the generation of a $4.4 million loss after income tax for the Quarter, against a loss after income tax of $4.3 million for the Comparable Quarter. The Company had cash outflows from operating and investing activities of $6.5 million for the Quarter ($1.4 million cash outflow for the Comparable Quarter) and had a net asset deficiency of $35.3 million at September 30, 2016.
SUBSEQUENT EVENTS
On October 19, 2016 the Company announced that it was notified by Galena that Galena intends to compulsorily acquire all of the remaining securities in the Company that it does not already own. The compulsory acquisition is being carried out pursuant to the procedure set out in the Australian Corporations Act 2001 which is available to Galena as a result of its ownership of at least 90% by value of all of the securities in the Company that are either shares or convertible into shares. Under the compulsory acquisition, Galena proposes to compulsorily acquire all of the ordinary shares of the Company for consideration of C$0.01 per share.
The Company has been notified by the TSX that the Continued Listings Committee of the TSX has determined to delist the Company's securities effective at the close of market on November 21, 2016 due to failure by the Company to meet the continued listing requirements of TSX.
Other than the matter disclosed above, no matter or circumstance has arisen that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.
OUTLOOK
The Company's near term outlook is as follows:
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C&M activities at the Dikulushi and Kapulo mines continue at an approximate cost of $0.3 million per month. The Kapulo mine is expected to restart operations in September 2017.
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The Company remains dependent upon continued financial support from Galena to maintain its liquidity. Should Galena withdraw their financial support and the Group not be able to secure alternative funding, there is significant uncertainty as to whether the Group would be able to meet its financial obligations as and when they fall due and thus continue as a going concern.
BUSINESS
Mawson West is an Australian-based copper producer, developer and explorer. The ordinary shares of the Company are listed on the Toronto Stock Exchange ("TSX") under the symbol "MWE".
Mawson West's focus is on the Democratic Republic of Congo ("DRC") and its major asset is its ownership of the
tenements which are governed by the Dikulushi Mining Convention and held by its 90% owned subsidiary Anvil Mining Congo SA ("AMC"). The tenements cover a land package of approximately 7,300 km2 and encompass the Company's two main projects, the Dikulushi copper-silver mine ("Dikulushi Mine") and the Kapulo copper exploration
and development project ("Kapulo Project"), as well as multiple exploration targets. The Dikulushi Mining Convention is a mining concession granted by the Government of the DRC on January 31, 1998 and ratified by Presidential Decree issued on February 27, 1998, which sets out the regulatory and fiscal regime applicable to these tenements. Under the Dikulushi Mining Convention, AMC is guaranteed sole and exclusive rights for exploitation of projects governed by the Dikulushi Mining Convention.
Mawson West commenced its activities in the DRC in April 2006 when it entered into a farm-in agreement on the Kapulo Project with Anvil Mining Ltd ("Anvil"), the previous owner of AMC, which gave Mawson West the right to earn a 65% interest in the Kapulo Project by spending $4.0 million on exploration within 4 years. The Company's subsequent exploration work on the Kapulo Project in 2006, 2007 and the first half of 2008 resulted in Mawson West defining over 200,000 tonnes of contained copper. By October 2008 the Company had completed its required expenditure and earned a 65% interest in the Kapulo Project.
In April 2010 the Company acquired Anvil's 90% interest in AMC, being the registered owner of the tenements governed by the Dikulushi Mining Convention, as well as 100% of Anvil Mining Zambia Ltd (now renamed CMCZ Ltd). As AMC is also the owner of the Kapulo Project, the acquisition of AMC also resulted in Mawson West increasing its interest in the Kapulo Project from 65% to 90%. Throughout this period, the Company continued with exploration on the Kapulo Project, including infill, metallurgical, hydrogeological and geotechnical drilling, analysis and test work, and regional exploration.
Following its acquisition of AMC, Mawson West began refurbishing the Dikulushi Mine processing plant and commenced treating the low-grade (1.2% copper) stockpile located at the Dikulushi Mine in July 2010. The processing was commenced on a trial basis to ensure that the plant was fully operational before a contemplated transfer of the plant to the Kapulo Project, and to test whether processing of the low-grade stockpile could be profitable. Profitability of the processing was confirmed taking into account the then current commodity prices. Processing of the low-grade stockpile was completed in February 2012.
Following some exploration success at various satellite deposits around Dikulushi and determining potentially viable options for further production from the Dikulushi deposit, a decision was made to continue to operate the Dikulushi Mine and to establish a new plant at Kapulo.
In July 2011, the Company committed to the development of the Kapulo Project and commenced site earthworks and camp construction at Kapulo shortly thereafter. During Q4 2014, the Company commenced commissioning the Kapulo Project, an open pit mine. In December 2014, the Company issued a Mineral Reserve update for the Kapulo Project. According to the 2014 Technical Report relating to the Kapulo Project, Proved and Probable Mineral Reserves at Kapulo were reported to be 3.942 million tonnes at 3.65% copper, supporting a 6.3 year mine life with approximately 122,000 tonnes total recovered copper in concentrate, with average annual production from Mineral Reserves of approximately 19,400 tonnes of copper in concentrate.
Following positive feasibility study results on the cutback expansion of the Dikulushi Mine, the Company committed to the development of the Dikulushi open pit in August 2011. Proved and Probable Mineral Reserves at Dikulushi as at September 2011 were 539,000 tonnes at 6.1% copper and 182 grams per tonne silver. The Company completed mining the Dikulushi open pit in July 2013 and approximately 85% of the Mineral Reserve was mined through open pit mining methods.
In July 2013, the Company was granted an exploitation permit in relation to the Kazumbula and Kabusanje deposits, located approximately 15 kilometers from the Dikulushi Mine. In June 2014, the Company announced total Measured and Indicated Mineral Resources at Kazumbula and Kabusanje of 551,000 tonnes at 1.74% copper and 45.7 grams per tonne silver, above 1% copper cut-off grade to 80 meters below surface. Preliminary economic evaluations of the Kazumbula and Kabusanje deposits indicate that the economics are not compelling at prevailing metal prices.
In November 2013, the Company made a decision to commence underground mining at the Dikulushi Mine and announced underground Mineral Reserves of 173,000 tonnes at 5.2% copper and 127 grams per tonne silver. Production from Dikulushi underground operations commenced in February 2014.
Following a review of its Dikulushi and Kapulo operations in January 2015, the Company placed the Dikulushi Mine on C&M. The Dikulushi Mineral Reserve, having been based on modifying factors (e.g. ore recovery and dilution factors) that have now been demonstrated to not be applicable, has been written down to nil following the outcome of a detailed mining study. No production or sales are expected from Dikulushi in the immediate future.
Commissioning of the Kapulo Project commenced during the fourth quarter of 2014 with the Company completing the sale of its first pre-production shipment of copper concentrate in April 2015. Commercial production commenced on July 1, 2015.
During the third quarter of 2015 the Company decided to establish a technical and administrative support office in Johannesburg, South Africa. The office was designed to better align the Company's technical, administrative and site operational functions.
On March 2, 2016 the Company announced its decision to place Kapulo on C&M. Mining operations ceased at the end of March 2016, while milling operations continued into early May 2016. The decision was made due to continued weakness in the price of copper, which has resulted in unprofitable and unsustainable mining operations. These circumstances also contributed to a rapid deterioration in the Company's financial position, such that it had difficulties satisfying its payables in a timely manner.
Both operations remain on C&M as at the end of the Quarter.
OPERATIONS AND EXPLORATION
Operations
Kapulo
The following table sets forth production statistics for the Company's processing of material from Kapulo on a quarterly basis. Commercial production was achieved on July 1, 2015; therefore the statistics for Quarters 1 and 2 of 2015 represent pre-production statistics.
There was no production or sales of metal during the Quarter as the Kapulo mine remains on C&M.
Dikulushi
There was no production or sales of metal during the Quarter or year to date as the Dikulushi mine remains on C&M.
The following table sets forth production statistics for the Company's processing of material from Dikulushi on a quarterly basis for the last 8 Quarters.
Exploration and Resource Definition
During the Quarter and year to date, there was no expenditure on exploration and resource definition, with the Company's exploration program being reduced with a view to preserving cash.