Ratel Group Limited - Management's Discussion and Analysis

PERTH, Western Australia, Feb. 14, 2012 /CNW/ -

MANAGEMENT DISCUSSION AND ANALYSIS ("MD&A") 
PERIOD ENDED DECEMBER 31, 2011

(All figures are in US dollars unless otherwise indicated and the effective date of this MD&A is February 14, 2012)

Introduction

Management's discussion and analysis provides a review of the performance of Ratel Group Limited's ("Ratel Group", "Company" or "the Group") operations and compares its performance with those of the preceding year and quarters. Ratel Group was incorporated on October 18, 2010, and formed a consolidated group December 17, 2010, hence there are no comparatives for the preceding year.  This discussion also provides an indication of future developments along with issues and risks that can be expected to impact future operations.  This report has been prepared on the basis of available information up to February 14, 2012 and should be read in conjunction with the interim unaudited financial statements of the Company for the period ended 31 December 2011 and the audited financial statements of the Company for the year ended 30 June 2011 and the related notes thereto, which have been prepared in accordance with International Financial Reporting Standards and the Annual Information Form dated 28 September 2011 for June 2011. All dollar amounts referred to in this discussion and analysis are expressed in United States dollars except where indicated otherwise.

Additional information relating to the Company, including the Company's Annual Information Form ("AIF") can be found on SEDAR at www.sedar.com.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this MD&A constitute forward looking statements within the meaning of applicable securities laws including, among others, statements made or implied relating to the Company's objectives, strategies to achieve those objectives, the Company's beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts.  Forward looking statements generally can be identified by words such as "objective", "may", "will", "expect", "likely", "intend", "estimate", "anticipate", "believe", "should", "plans" or similar expressions suggesting future outcomes or events.  Such forward looking statements are not guarantees of future performance and reflect the Company's current beliefs based on information currently available to management.  Such statements involve estimates and assumptions that are subject to a number of known and unknown risks, uncertainties and other factors inherent in the business of the Company and the risk factors discussed in the Circular and other materials filed with the securities regulatory authorities from time to time which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.  Those risks and uncertainties include, but are not limited to: the mining industry (including operational risks; risks in exploration, and development; the uncertainties involved in the discovery and delineation of mineral deposits, resources or reserves; and the uncertainty of mineral resource and mineral reserve estimates); the risk of gold, copper and other commodity price and foreign exchange rate fluctuations; the ability of the Company to fund the capital and operating expenses necessary to achieve the business objectives of the Company; the uncertainty associated with commercial negotiations and negotiating with foreign governments; the risks associated with international business activities; risks related to operating in Zambia and Nigeria; environmental risk; the dependence on key personnel; and the ability to access capital markets.

Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made and readers are advised to consider such forward looking statements in light of the risks set forth above.  Except as required by applicable securities laws, the Company assumes no obligation to update or revise any forward looking statements to reflect new information or the occurrence of future events or circumstances.

Background and Review of Operations

Ratel Group was incorporated on October 18, 2010 and is domiciled in the British Virgin Islands. Both CGX Limited ("CGX") and Zambian Mining Limited ("Zambian Mining") were incorporated on August 22, 2006 and are also domiciled in the British Virgin Islands. On June 1, 2010, Ratel Gold Limited ("Ratel Gold") (now St Augustine Gold & Copper Limited, "SAU") agreed to acquire a 100% interest in Zambian Mining and CGX from CGA Mining Limited ("CGA").  Ratel Group, CGX and Zambian Mining were wholly owned subsidiaries of Ratel Gold (now SAU), a company incorporated and domiciled in the British Virgin Islands. On December 17, 2010, the shares held by Ratel Gold (now SAU) were transferred to Ratel Group who acquired a 100% interest in Zambian Mining and CGX.

Ratel Gold (now SAU) has been listed on the Toronto Stock Exchange ("TSX") since August 6, 2010, and Ratel Group was listed on the TSX on January 4, 2011.

Ratel Gold (now SAU) had agreed to provide funding as required to enable the Company and its controlled entities to operate and meet their respective obligations until the date of Ratel Group successfully completing its capital raising of C$10M (gross), and listing on the TSX.  The Company successfully completed its listing on January 4, 2011 and completed the capital raising on January 7, 2011. Concurrently with the closing of the acquisition, as more particularly described in the Management Information Circular of Ratel Gold (the "Circular"), Ratel Gold (now SAU) also completed the Spin-out Reorganization (as defined in the Circular) of its African property interests into Ratel Group.   Pursuant to the terms of the Spin-out Reorganization, each shareholder of Ratel Gold (now SAU) was issued five common shares in the capital of Ratel Group for every nine common shares of Ratel Gold (now SAU) held on the share distribution record date of January 6, 2011.  CGA, through a wholly owned subsidiary, held 17.5M shares in Ratel Gold (now SAU).  They then acquired 9,722,222 shares in Ratel Group pursuant to the Spin-out Reorganisation, and acquired a further 19M shares pursuant to the conversion of subscription receipts, taking their beneficial holding in Ratel Group to 28,722,222 shares, which represents 19.1% of the issued and outstanding share capital.

As part of the Spin-out Reorganization, Ratel Group also undertook a capital raising (the "Spin-out Financing") by way of subscription receipts to fund its future activities and to satisfy TSX original listing requirements. The subscription receipts issued in connection with the Spin-out Financing automatically converted to common shares of Ratel Group as part of the Spin-out Reorganization, and 100M common shares of Ratel Group have been issued in connection therewith at a price of C$0.10 per common share, for aggregate gross proceeds of C$10M.

CGX and Zambian Mining were incorporated to act as holding companies respectively for the interests in the Segilola Gold Project in Nigeria and the Mkushi Copper Project in Zambia. A joint venture was entered into with African Eagle Resources ("AFE") for the Mkushi Copper Project in Zambia whereby Seringa Mining Limited ("SML") acquired a 51% interest in the project, with AFE retaining a 49% interest.  SML was responsible for funding a bankable feasibility study, while AFE manages exploration initiatives outside the initial development zones, with funding proportional to the percentage interest held by each party in the project.  The joint venture agreement was finalised and executed on May 30, 2007. SML has prepared a detailed feasibility study.

Segilola Gold Limited ("SGL") entered into a joint venture with Tropical Mines Limited ("TML"), a private company based in Nigeria, to earn a 51% interest in the Segilola Gold Project in Nigeria, considered to be the most advanced gold exploration project in the country.  TML is a Nigerian company owned in joint venture by local investors and the Nigerian government. A joint venture agreement has been signed ("the JV Agreement") and drilling is ongoing at the project, with a maiden resource announced by CGA during the December 2009 quarter of an indicated resource of 3,620,386 tonnes at a grade of 4.5g/t for 521,814 ounces of gold and an inferred resource of 747,590 tonnes at a grade of 4g/t for 96,445 ounces of gold.

Under the terms off the JV Agreement, SGL was required to pay TML a signature bonus of US$650,000 with US$250,000 becoming due upon TML obtaining the necessary approvals to the farmin of SGL to the joint venture with the balance of the signature bonus to be paid prior to the exercise by SGL of the 3^rd option whereby it would acquire the final 13% interest to give SGL a 51% interest in the Segilola Gold Project.  The balance of the signature bonus of US$400,000 was paid to TML on March 16, 2011 and in return TML agreed to extend the time through to 31 March 2012 during which SGL is required to exercise the 3^rd option in order for SGL to complete further drilling at the Segilola Gold Project. Upon completion of the further drilling program and the execution of a development and production agreement, SGL will be in a position to acquire the final 13% interest in the project.

An interim feasibility study was commenced in November 2009 for the Segilola Gold Project and has been completed in line with the requirements set out in the JV Agreement. A preliminary program for additional drilling has been formulated to test the lateral and depth extent of the interpreted plunge to the south of the known limits of mineralisation.  In addition, SGL will drill test beneath a high grade geochemical anomaly determined to exist to the north of the known zone of mineralisation.  The Company has secured Government import permits for the drill rig and commenced a drilling campaign for a planned 3,000m to focus on an extension of mineralisation to depth in the South, and the surface resources to the North.

The drilling campaign at the Segilola Gold Project was finalised on 16 December 2011, with 3,704m drilled as at 31 December 2011, comprising 36 holes in the southern portion of the project area. Logging and sampling of cores will be finalised in the early part of the next quarter.  All of the drilled boreholes will be surveyed in January 2012.

During the June 2011 quarter, SML commenced the construction of small scale heap leach development at the Mkushi Copper Project. The development is expected to cost in the order of $2.4M, to be funded by each of the joint venture partners in proportion to their interest and is expected to be finalised in the 2012 calendar year. The Heap Leach Project at the Mkushi Copper Project continued in the December quarter with further key items being sourced during the period. The key items secured included sulphuric acid tanks, chemicals & bacteria generation facility tanks.  The crushing plant has been completed and crushing has now commenced.  Welding of the liners of the leach pad and acid tanks has also been completed.

In October 2011, the Company announced the resignation of Geoffrey Jones as Chief Executive Officer and the appointment of Ron Clarke, to serve as Interim Chief Executive Officer.  Mr. Jones will continue to be available to the Ratel Group as a consultant.  The changeover is effective from 1 November 2011. On November 3, 2011 the Company also announced that the contract to acquire CAML Ghana Limited (the holder of the interest in the Obuasi Joint Venture) has been terminated due to Ghanaian Ministerial authorisation to a change of control not being obtained.

The business of the Company should be considered speculative given the volatility in world stock markets (particularly with respect to mining and exploration companies) and the uncertain nature of mining and exploration activities generally.  Amongst other things, some of the key risk factors faced by CGX, Zambian Mining and Ratel Group include:

• foreign exchange movements;
• movements in commodity prices (in particular the gold and copper price and costs of production);
• access to new capital (both debt and equity) and meeting liquidity requirements;
• the uncertain nature of exploration and development activities;
• increases in capital expenditures necessary to advance the Company's projects;
• the ability to profitably exploit new development projects;
• political, security and sovereign risks of Zambia and Nigeria;
• joint venture partner relationships;
• permitting and local community support; and
• environmental obligations.

For further information on these and other risks inherent in the Company's business, we direct readers to the Annual Information Form for June 2011 lodged on SEDAR at www.sedar.com.

The net loss for the period is predominantly due to exploration expenses at its Segilola Gold Project and Mkushi Copper Project which were acquired by Ratel Group on December 17, 2010.   As previously mentioned, Ratel Group successfully closed the initial public offering of 100M common shares on January 7, 2011. As such, Ratel Group is no longer part of the Ratel Gold (now SAU) consolidated group and all amounts owing to Ratel Gold (now SAU) up until Ratel Group's listing date, January 7, 2011, were forgiven.

Consolidated Results
(US$000's, except per share information)

Profit and Loss

	Three month period ended			Year to Date
	December 31 2011	September 30 2011	Variance	December 31 2011
Revenues	2	1	1	3
Group net profit/(loss) from continuing operations	(1,505)	(1,267)	(238)	(2,772)
Exploration and Drilling costs	456	440	16	896
Depreciation	8	8	-	16
Basic loss per share	(0.72)	(1.13)	0.41	(1.85)

Consolidated Cash Flows from Operating Activities
(US$000's, except per share information)

	Three month period ended		Year to Date
	December 31 2011	September 30 2011	December 31 2011
Reconciliation of net loss after tax to net cash flows from operations
Net profit/(loss) after related income tax	(1,505)	(1,267)	(2,772)
Adjustments for non-cash income and expense items
Depreciation	8	8	16
Unrealised foreign exchange gain/(loss)	19	39	58
Changes in Assets & Liabilities
Change in working capital	101	(310)	(208)
Net cash inflow/(outflow) from operating activities	(1,377)	(1,530)	(2,906)

Consolidated Balance Sheet
(US$000's, except per share information)

	For the period ended
	December 31 2011	September 30 2011	Variance
Cash and cash equivalent	2,671	4,594	(1,923)
Current Assets	2,863	4,808	(1,945)
Property, Plant & Equipment	1,589	1,067	522
Total Assets	4,453	5,876	(1,423)
Total Liabilities	168	86	82
Shareholders' Equity	4,284	5,789	(1,505)

Selected Quarterly Data
(US$000's, except per share information)

	Q2 Dec 2011	Q1 Sep 2011	2011 Annual Total	Q4 Jun 2011	Q3 Mar 2011	Q2 Dec 2010	Q1 Sep 2010	2010 Annual Total	Q4 Jun 2010	Q3 Mar 2010
Total revenues	2	1	7	(1)	6	-	N/A	N/A	N/A	N/A
Net profit/(loss)	(1,505)	(1,267)	(4,360)	(1,638)	(2,556)	(166)	N/A	N/A	N/A	N/A
Per share (undiluted US$ cents per share)	(0.72)	(1.13)	(5.86)	(1.49)	(7.27)	(0.08)	N/A	N/A	N/A	N/A
Per share (diluted US$ cents per share)	(0.72)	(1.13)	(5.86)	(1.49)	(7.27)	(0.08)	N/A	N/A	N/A	N/A

Ratel Group was incorporated on October 18, 2010. On December 17, 2010, Ratel Group acquired 100% of CGX and Zambian Mining, and thereby acquired their interests in the Segilola Gold Project and Mkushi Copper Project, respectively. As the Group was only formed during the current financial year, there is no comparative information prior to the December 2010 quarter.

Quarterly and Year to Date Results

Three Months Ended December 31, 2011 as Compared to the Three Months Ended September 30, 2011 and the Three Months Ended December 31, 2010

The Company's result for the three months to December 310, 2011 was a net loss of $1.505M, as compared to a net loss of $1.267M for the previous quarter, an increase of $0.238M, and $0.166M for the December 2010 quarter.  The increase from the prior quarter is largely attributable to the $0.197M increase in administrative expenses, as discussed further below. The Company's activities are mineral exploration and development. It currently has no assets in production, hence earns only minimal revenues.

Revenues and Foreign Exchange Gains/Losses

As discussed above, the Company does not have any producing assets hence earns only minimal revenue.  The Company earned interest revenue of $1k for the December quarter as compared to $1k for the September 2011 quarter and $6 for the December 2010 quarter. A foreign exchange loss of $0.019M was recorded in the December quarter, as compared to foreign exchange loss of $0.039M in the September quarter and $0.004M for the December 2010 quarter. This December quarter loss relates mainly to the weakening of the US dollar during the quarter and the impact on expenses recorded in local currencies Australian Dollar, Zambian Kwacha and Nigerian Naira, as compared to the September quarter which related largely to the strengthening of the US dollar.

Expenses

Expenses for the period to December 31, 2011 amounted to $1.506M as compared to $1.268M for the September quarter and $0.166M for the December 2010 quarter. The Company expenses all of its exploration costs to the profit and loss. Expenditure on the heap leach development at the Mkushi Copper Project has been capitalised to the balance sheet, in accordance with the Company's accounting policies, with $0.527M capitalised in the December 2011 quarter.

Specific items discussed below:

Exploration costs written off
The Company incurred exploration costs of $1.004M during the current quarter as compared to $0.965M in the prior quarter and $0.158M in the December 2010 quarter. During the previous quarter, the drill rig for the Segilola Gold Project was mobilized, with drilling commencing at the project in June 2011 after delays with the importation of the rig and bad weather.  Drilling was undertaken throughout the December quarter, with $0.423M being incurred on drilling costs in the December quarter compared to $0.439M in the September 2011 quarter. The drilling programme stopped in December 2011 for a total cost of approximately $1.16M, compared to an estimate of $1.4M. The lower cost incurred is largely due to only 3,704 metres of a planned 4,200 metres being drilled. Salaries and wages directly related to exploration projects were $0.303M for the December quarter, an increase of $0.06M from the previous quarter expense of $0.243M.  The increase was largely attributable to the payment of staff gratuities during the quarter.

Administrative expenses
The Company incurred administrative costs of $0.447M during the period as compared to $0.250M in the prior period, an increase of $0.197M or 79% and $0.004M in the December 2010 quarter.  The current quarter costs related largely to the payment of Ratel Group's quarterly serviced office and accounting fee ($0.101M for Dec 2011 quarter compared to $0.099M for the September quarter 2011 and nil for the December 2010 quarter), legal fees predominantly relating to CAML Ghana before the acquisition was terminated ($0.237M for Dec 2011 quarter, $0.078M for Sept 2011 quarter and nil for the December 2010 quarter), share registry costs ($0.022M for Dec 2011 compared to $0.008M for Sept 2011 and nil for the Dec 2010 quarter), and interim audit and accounting fees for the period, both locally and in Africa ($0.024M for Dec 2011 compared to $0.009M for Sept 2011 and $0.030M for Dec 2010).

Year to Date Results

Year to date from 1 July 2011 to 31 December 2011

The Company's result for the period ended December 31, 2011 was a net loss of $2.772M. The Company's activities are mineral exploration and development. It currently has no assets in production, hence earns only minimal revenues largely related to interest income on its bank accounts.

Revenues and Foreign Exchange Gains/Losses

As discussed above, the Company does not have any producing assets hence earns only minimal revenue.  The Company earned interest revenue of $3k for the current year to date. A foreign exchange loss of $0.058M was recorded in the 6 months to December 2011, related largely to the weakening of the US dollar during the period and the impact on expenses recorded in local currencies Australian Dollar, Zambian Kwacha and Nigerian Naira.

Expenses

Expenses for the period to December 31, 2011 amounted to $2.775M. The Company expenses all of it exploration costs to the profit and loss. Expenditure on the heap leach development at the Mkushi Copper Project has been capitalised to the balance sheet, in accordance with the Company's accounting policies.

Specific items discussed below:

Exploration costs written off
The Company incurred exploration costs of $1.969M during the current year to date. Exploration and drilling costs made up $0.896M of that balance and related to the drilling at the Segilola Gold Project.

Administrative expenses
The Company incurred administrative costs of $0.697M during the period. The current period costs relate mainly to legal fees of $0.315M incurred in relation CAML Ghana, along with the Ratel Group's serviced office and management fees of $0.201M.

Liquidity and Capital Resources 

As at December 31 2011, the Company had cash and cash equivalents of $2.670M.  Ratel Group was incorporated on October 18 2010, and formed a consolidated group with Zambian Mining and CGX on December 17 2010, therefore there is no available comparative information prior to the December 2010 quarter.

On December 17, 2010 the Company issued 49,999,998 shares at an issue price of C$0.10 per share to acquire the interest in the African assets held by Ratel Gold (now SAU).

The Company successfully closed its initial public offering on January 7, 2011, issuing 100M common shares at a price of C$0.10 per common share, receiving proceeds of $9.5 million net of the 5% brokers' fees, not including other raising costs.   The funds provided Ratel Group and its subsidiaries with sufficient cash to meet their current planned activities and working capital requirements.  Ratel Gold (now SAU) distributed its total holding of 50 million shares in Ratel Group to its shareholders, pursuant to the terms of the Spin-out Reorganization.  Each shareholder of Ratel Gold (now SAU) was issued five common shares in the capital of Ratel Group for every nine common shares of Ratel Gold (now SAU) held on the share distribution record date of January 6, 2011.  Accordingly, post January 7, 2011 Ratel Group is no longer controlled by Ratel Gold (now SAU).

The Company manages liquidity risk through maintaining sufficient cash or credit terms with its suppliers to meet the operating requirements of the business and investing excess funds in highly liquid short term cash deposits.  The Company's liquidity needs can likely be met through existing cash on hand, subject to current budgeted working capital and expenditure parameters being met.

The Company currently has in place an active program of financial forecasting and budgeting both at a corporate and project level to manage both the application of funds and planning for future financial needs to ensure that any shortfall in revenue funds is adequately covered by cash reserves or planned new sources being either debt or equity based on the then most cost effective weighted average cost of capital. Expenditure to date for the Company has been largely in line with the overall initial budget forecasts, except for expenditure relating to the heap leach development at the Mkushi Copper Project and the drilling campaign at the Segilola Gold Project, due to delays in the start of both of these activities, hence actual expenditure in these areas is currently behind the original budgeted schedule.

Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted. The Group's maximum exposures to credit risk at the reporting date in relation to each class of financial asset is the carrying amounts of those assets as indicated in the Balance Sheet.

Contractual obligations

	Payments due by period
Contractual obligations	Total	Less than 1 year	1-3 years	4-5 years	More than 5 years
Joint venture obligations^1	450,101	450,101	-	-	-
Management services contract^2	403,000	403,000	-	-	-
Total contractual obligations	853,101	853,101	-	-	-

¹ The joint venture obligations represent a contracted drilling program which commenced in the current quarter, a payment to TML for community relations costs at the Company's Segilola Project and commitment to a small scale development at the Company's Mkushi Copper Project in Zambia.
² The management services contractual obligation is for the provision of, serviced office, company secretarial, administrative, accounting and management services by CGA Mining Limited that came into effect on the Company listing on the TSX, which was January 4, 2011.

Transactions between the group and its related entities

During the quarter ended December 31, 2011, the Company entered into transactions with related parties in the wholly-owned group:

• loans were advanced on short term inter-company accounts between;
  
  
• CGX and its wholly owned subsidiary SGL for the purpose of funding a feasibility study on the Segilola Gold Project and the funding of the day to day operating costs of SGL. The total amount loaned for the period was $822,262; and
  
  
• between Zambian Mining and its wholly owned subsidiary SML for the purpose of funding the day to day operating costs of SML. The total amount loaned for the period was $609,038;

These transactions were undertaken on commercial terms and conditions except that:

• loans are repayable at call; and
  
  
• no interest is payable on the loans at present.

Transactions between the group and other related parties

During the financial year, the Company entered into the following transaction with a related party:

• Office accommodation and administrative support were provided to the consolidated entity at commercial rates from CGA, who is holder of 19.1% of the outstanding share capital of the Company.  In the current quarter CGA charged $99,634 (excluding GST) in relation to the provision of these services.

Outstanding Share Data

As at February 14, 2012, the Company had 150,000,000 common shares outstanding and 12,000,000 options, exercisable at C$0.25 per share.

Subsequent Events

There have been no significant events subsequent to balance date.

Critical Accounting Estimates

The significant accounting policies used by Ratel Group are disclosed in Note 2 to the annual financial statements for the year ended June 30, 2011. Certain accounting policies require that management make appropriate decisions with respect to the formulation of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses.  Management reviews its estimates on a regular basis. The emergence of new information and changed circumstances may result in actual results or changes to estimated amounts that differ materially from current estimates.

Accounting Policies

The Group's current financial report complies with International Financial Reporting Standards ("IFRS"). The accounting policies of the Group are set out in Note 2 to the June 30, 2011 Annual Financial Statements, available on www.sedar.com.

Income Taxes 

The determination of income and other tax liabilities requires interpretation of complex laws and regulations.  All tax filings are subject to audit and potential reassessment after the lapse of considerable time.  Accordingly, the actual income tax liability may differ from that estimated and recorded by management.

Internal Controls and Disclosure Controls

The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") are responsible for the design and effectiveness of internal controls over financial reporting (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52- 109")), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements in accordance with International Financial Reporting Standards. The Company maintains an effective control environment and has used the Internal Control -- Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission to design the Company's internal controls over financial reporting. The Company's CEO and CFO believe that the Company's internal controls and procedures are effective in providing reasonable assurance that financial information is recorded, processed, summarized and reported in a timely manner.

During the quarter ended December, 2011, there have been no changes in the Company's polices and procedures and other processes that comprise its internal control over financial reporting, that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.

The Company's CEO and CFO are also responsible for the design and effectiveness of disclosure controls and procedures (as such term is defined in NI 52-109) to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to the Company's certifying officers. The Company's CEO and CFO believe that the Company's disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed under applicable securities legislation is recorded, processed, summarized and reported in a timely manner.

The Company's CEO and CFO have each evaluated the effectiveness of the Company's internal controls over financial reporting and disclosure controls and procedures as of December 31, 2011 and have concluded that these controls and procedures are effective in reasonably assuring the reliability of financial reporting and that material information relating to the Company is made known to them by others within the Company and that such controls and procedures have no material weaknesses and no limits on the scope of their design.

Future Outlook

During the next quarter, the Company's activities will primarily focus on:

• the completion of the Heap Leach Development at the Company's Mkushi Copper Project and;
• undertaking work on the optimisation study for a development of the Segilola Gold Project and a restructuring of the project interest into an incorporated joint venture structure to facilitate a financing of the development should the joint venture partners commit to a development.

Ratel Group Limited
Level 5, BGC Centre
28 The Esplanade
Perth Western Australia 6000

Tel:  [phone]
Fax: [phone]
Email: [email protected]
www.ratelgroup.com