African Copper Plc
TSX : ACU
AIM : ACU
BSE : AFRICAN CO
LSE : ACU

African Copper Plc

April 01, 2009 04:02 ET

African Copper Plc Financials and Management's Discussion and Analysis for year ended 31 December 2008

DIRECTORS' REPORT

The  Directors present their report with the consolidated financial statements of the Company for  the
year ended 31 December 2008.

PRINCIPAL ACTIVITY

The principal activity of the Group is the exploration for, and development of, copper deposits in the
Republic of Botswana.  The principal activity of the Company is that of a holding company.

BUSINESS REVIEW

A review of the Group's business and prospects is set out in the Management's Discussion and Analysis.

RESULTS

The Group loss after taxation for the year was £102,708,984 compared to a gain in 2007 of £117,410.

PROPOSED DIVIDEND

The Directors do not recommend the payment of a dividend for the year (2007: nil).

DIRECTORS

The directors who held office during the year were as follows:
R D Corrans                     Chairman
J A Hamilton                    Chief Executive Officer (Resigned on 12 June 2008)
C R Fredericks                  Chief Executive Officer (Appointed on 13 June 2008)
B R Kipp                        Finance Director
D Jones                         Non-Executive Deputy Chairman
M J Evans                       Non-Executive
A J Williams                    Non-Executive


All directors' service contracts are determinable on not more than 12 months' notice.

POST BALANCE SHEET EVENTS

On  16  March 2009, the Company signed an agreement with Natasa Mining Ltd. ("Natasa"), an  investment
company  in the mining finance industry which is listed on the Australian Securities Exchange  and  on
AIM, to assist the Company to meet its immediate and critical working capital requirements.  Under the
terms of the agreement, Natasa has agreed to make available a short-term, interest-free, secured  loan
facility of US$1.5 million (the "Bridge Loan"), to be repaid out of a proposed US$6.5 million  private
placement of ordinary shares (the "Equity Placement") and funds advanced to the Company pursuant to  a
proposed  US$8.5 million debt facility (the "Debt Facility").  The Equity Placement and Debt  Facility
are  also  proposed to be provided by Natasa.  The Bridge Loan is conditional upon  the  execution  of
security documentation over the Group's principal assets, and will be repayable no later than  15  May
2009  (the "Repayment Date").  The Financing will be utilised by African Copper to settle in full  its
existing  liabilities, settle the Bridge Loan and provide at least US$3 million  in  working  capital.
Other than the Debt Facility, following Closing, African Copper will have no debt.

Under  the  terms  of the proposed Equity Placement, Natasa has agreed in principle,  subject  to  the
agreement of formal legal documentation, to subscribe for 1,581,557,998 ordinary shares at 0.30  pence
per  share  in African Copper to provide aggregate gross proceeds of £4.7 million (US$6.5 million)  to
the  Company.  Following  the issue of new ordinary shares to Creditors described  below,  the  Equity
Placement  will  result in Natasa holding 70% of the enlarged ordinary share capital of  the  Company.
The  Equity  Placement  will  be  subject to certain conditions precedent  including:  African  Copper
shareholder approval; agreement of legal documentation in relation to the Debt Facility; the delisting
of  African  Copper from the Toronto Stock Exchange; and African Copper and the Company's subsidiaries
arranging  with  its  bondholders  and  certain large creditors,  namely the Company's mining and EPCM
contractor  (together "Creditors"), a  compromise  of  debts (the  "Debt for Equity  Agreement")  such
that  the  Group's liabilities will be extinguished in  full leaving a cash balance of at least $US3.0
million for working capital purposes. It will also be a condition of the Equity Placement and the Debt
Facility that  all the  Directors  and  officers  of the Company resign and be replaced with  nominees
of  Natasa.  These nominees  will  be  identified  in  the Company's information circular to  be  sent
to  the  Company's shareholders  to  convene  the  extraordinary  general Meeting of African Copper in
connection  with  the proposed Equity Placement, Debt for Equity Agreement and other matters.

Under  the  terms  of  the  proposed Debt Facility, Natasa has agreed in  principle,  subject  to  the
agreement  of  formal  legal  documentation, to make available a £6.2 million  (US$8.5  million)  loan
facility  to  Messina that will be secured on the Company's principal assets. The Debt  Facility  will
bear  interest at 12% per annum on funds drawn, and provides capital and interest repayment from  cash
generated  by the Mowana mine.  The Debt Facility will be conditional on the completion of the  Equity
Placement.

As part of the Debt for Equity Agreement, it is proposed that African Copper will pay to the Creditors
the sum of £4.3 million (US$5.9 million) representing approximately 20 per cent of the amount owed  to
them. This payment will be funded from the proceeds of the Debt Facility and the Equity Placement.  In
addition, it is proposed that the Company will issue to the Creditors 530,951,614 new ordinary  shares
at  a  deemed  price  of  3.2 pence per ordinary share pursuant to the Debt for  Equity  Agreement  in
satisfaction  of  the balance of the £17.1 million (US$23.7 million) owed to them.  Such  payment  and
issue  of shares will be in full and final settlement of all sums owed to the Creditors and will  give
to  the  Creditors an interest of 23.5 per cent of the enlarged ordinary share capital of the  Company
following the issue of shares pursuant to the Equity Placement.

Following completion of the Equity Placement and the Debt for Equity Agreement, the Company's enlarged
issued  share  capital is expected to comprise 2,259,368,569 ordinary shares to be  held  as  set  out
below:
                Description                       Ordinary shares*         % of total following Equity
                                                                                             Placement
Existing shares in issue                              146,858,957                                  6.5%
Shares to be issued to Creditors                      530,951,614                                 23.5%
Shares to be issued to Natasa                       1,581,557,998                                 70.0%
Total  following Equity Placement and  Debt         2,259,368,569                               100.00%
for Equity Agreement

Note:  *The  Equity  Placement  and  Debt for Equity Agreement  are  subject  to  agreement  of  legal
documentation and therefore the number of shares and the price at which they may be issued is  subject
to change.

In  view  of the fact that the Debt Facility and the Equity Placement are subject to the agreement  of
formal  legal  documentation, and the fact that the availability of the funds  pursuant  to  the  Debt
Facility and Equity Placement are subject to a number of conditions precedent, including execution  of
the  Debt  for Equity Agreement, no assurance can be given that any funds will be advanced  to  and/or
raised by the Company pursuant to the Debt Facility and/or the Equity Placement.


The  Directors  who held office at the end of the financial year had the following  interests  in  the
ordinary shares of the Company:

                    Shares       Shares Share Options    Share Options   
                   held at      held at       held at          held at      Option              Option
               31 December  31 December   31 December      31 December    Exercise            Exercise
Director              2008         2007          2008             2007       Price              Period

R D Corrans             -             -       150,000          150,000        76p 12/11/04 to 12/11/14
                                              150,000          150,000      77.5p 01/08/06 to 31/07/16

 
D Jones          1,515,000    1,515,000       100,000          100,000        76p 12/11/04 to 12/11/14
                                            1,250,000        1,250,000      77.5p 01/08/06 to 31/07/16

C R Fredericks           -            -       750,000          750,000      77.5p 29/12/06 to 29/12/16

B R Kipp           300,000      300,000             -                -        35p  5/04/04 to 29/03/07
                                              100,000          100,000        76p 12/11/04 to 12/11/14
                                            1,250,000        1,250,000      77.5p 01/08/06 to 31/07/16

M J Evans                -            -       100,000          100,000        76p 12/11/04 to 12/11/14
                                              150,000          150,000      77.5p 01/08/06 to 31/07/16

A J Williams     2,250,012    2,250,012       100,000          100,000        76p 12/11/04 to 12/11/14
                                              150,000          150,000      77.5p 01/08/06 to 31/07/16



There  have  been no changes in the Directors' interests between 1 January 2009 and the date  of  this
Report.

AUDIT INFORMATION

Each of the Directors has confirmed that so far as he is aware, there is no relevant audit information
of which the Company's auditors are unaware, and that he has taken all the steps that he ought to have
taken  as a director in order to make himself aware of any relevant audit information and to establish
that the Company's auditors are aware of that information.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

During  the  year,  the  Company  held insurance to indemnify Directors,  the  Company  Secretary  and
executive officers of the Company against liabilities incurred in the conduct of their duties  to  the
extent permitted under legislation.


SUBSTANTIAL SHARE INTERESTS

As at 31 March 2009 the Company was aware of the following substantial share interests

                                                                  Ordinary shares                  %


  J P Morgan Asset Management                                           7,188,300                4.9
  MRI Trading AG                                                        7,284,000                5.0
  RAB Capital Plc                                                       3,929,810                2.7
  Fidelity Investments                                                  4,768,664                3.2
  Robert Drisbrow                                                      15,006,010               10.2

SHARE CAPITAL

On  8 February 2008, a total of 7,284,000 ordinary shares were issued at a price of £0.70 per ordinary
share, raising total net proceeds of £5,098,800.  This private placement was completed as part of  the
finalization of a comprehensive off-take agreement for the Mowana Mine concentrates.

CREDITOR PAYMENT TERMS

Due to the severe reduction in the demand and price for copper worldwide during the fourth quarter  of
2008,  delays in shipping first concentrate resulting from the delays in commissioning of  the  Mowana
Mine, and the current market volatility and uncertainty, African Copper has been unable to achieve the
anticipated  cashflow  and obtain the required working capital finance for continued  operations.  The
Group  does not have sufficient cash or debt facilities to pay its existing liabilities or fund future
operations  and  therefore  cannot resume operations at the Mowana Mine and  Matsitama  Project  until
funding is secured.  As a result the Group needs to negotiate debt settlement agreements with its bond
holders  and  trade  creditors and raise at least US$15 million of additional funding  which,  if  not
raised, provides significant doubt over the Group's ability to continue as a going concern and to meet
its  obligations as they become due and, accordingly, the appropriateness of the use of the accounting
principles  applicable  to a going concern.  In response to the Group's working  capital  deficit  the
Mowana  Mine  was  placed  on  care and maintenance on 21 January 2009  pending  the  finalization  of
negotiations  to obtain the funding. Management has been negotiating creditor payment terms  and  debt
compromise  agreements with its creditors.  As part of the Equity Placement and Debt  Facility  it  is
proposed  that  African  Copper will pay to the Creditors the sum of £4.3 million  (US$  5.9  million)
representing approximately 20 per cent of the amount owed to them.  This payment will be  funded  from
the  proceeds of the Equity Placement and Debt Facility.  In addition it is proposed that the  Company
will  issue  to  the  Creditors 530,951,614 new ordinary shares at a deemed price  of  3.2  pence  per
ordinary share in satisfaction of the balance of the £17.1 million  (US$ 23.7 million) owed to them.


CORPORATE GOVERNANCE

In  formulating the Company's corporate governance procedures the Board of Directors takes due  regard
of  the  principles  of  good  governance set out in Revised Combined Code  issued  by  the  Financial
Reporting  Council in July 2003 (as appended to the Listing Rules of the Financial Services Authority)
and  the  size and stage of development of the Group.  The Group complies with the guidance issued  by
the  Quoted Companies Alliance, to the extent the Directors consider appropriate, having regard to the
size of the Company and its current stage of development.

The  Board  of  African Copper is currently made up of two executive directors and four  non-executive
directors.   Mr. Roy Corrans chairs the Board, Mr. David Jones is the Deputy Chairman  and  Mr.  Chris
Fredericks  is  the  Company's  Chief  Executive Officer.   It  is  the  Board's  policy  to  maintain
independence by having at least half of the Board comprising non-executive directors who are free from
any  business, or other relationship with the Group.  The structure of the Board ensures that  no  one
individual  or  group  dominates the decision making process. The Board meets as deemed  necessary  to
provide  effective  leadership and overall control and direction of the Group's  affairs  through  the
schedule  of matters reserved for its decision. This includes the approval of the budget and  business
plan,  major  capital  expenditures, acquisitions and disposals,  risk  management  policies  and  the
approval of the financial statements. Formal agendas, papers and reports are sent to the directors  in
a timely manner, prior to Board meetings.

All  directors have access to the advice and services and of the Company Secretary, who is responsible
for  ensuring  that all Board procedures are followed. Any director may take independent  professional
advice at the Company's expense in the furtherance of his duties.

The  Board has appointed an Audit Committee, whose primary role is to review the accounts of the Group
and  a  Remuneration Committee, which reviews executive remuneration.  Meetings of the  Board  and  of
these  Committees  are  held  as  deemed  necessary.   The  Directors  will  continue  to  review  the
circumstances of the Company and its activities and develop its governance procedures as necessary.

The  Audit  Committee  which  meets not less than four times a year considers  the  Group's  financial
reporting (including accounting policies) and internal financial controls, is chaired by Roy  Corrans,
the  other  members  being  Mike  Evans  and Anthony Williams. The  committee  receives  reports  from
management  and from the Group's auditors. The Audit Committee has reviewed the systems in  place  and
considers these to be appropriate.

The Remuneration Committee which meets at least once a year and is responsible for making decisions on
directors'  remuneration packages is chaired by Roy Corrans, Mike Evans and Anthony Williams  are  the
other committee members.

Remuneration  of executive directors is established by reference to the remuneration of executives  of
equivalent status both in terms of level of responsibility of the position and be reference  to  their
job qualifications and skills. The Remuneration Committee will also have regard to the terms which may
be  required to attract an executive of equivalent experience to join the Board from another  company.
Such packages include performance related bonuses and the grant of share options.

The  Board attaches importance to maintaining good relationships with all its shareholders and ensures
that  all  price sensitive information is released to all shareholders at the same time in  accordance
with  London  Stock Exchange, Toronto Stock Exchange and Botswana Stock Exchange rules. The  Company's
principal  communication  with its investors is through the annual report and  accounts,  the  interim
statements and the management's discussion and analysis.

FINANCIAL INSTRUMENTS

The  Group uses financial instruments comprising cash, cash equivalents, copper put options and  items
such  as short-term accounts receivable and creditors that arise from its operations.  These financial
instruments are the sole source of finance for the Group's operations.  The principal risks relate  to
currency exposure and liquidity.

The  financial  risk  management  objectives and policies and foreign currency,  liquidity,  interest,
commodity price and credit risks are discussed in note 25 to the accounts.


POLITICAL AND CHARITABLE CONTRIBUTIONS

The Group made no political contribution and no charitable donation during fiscal 2008 (2007: £2,500).

AUDITORS

A resolution to reappoint PKF (UK) LLP will be proposed at the Annual General Meeting.


BY THE ORDER OF THE BOARD

Chrisk Fredericks
Chief Executive Officer
31 March 2009


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The  directors  are  responsible  for preparing the annual report  and  the  financial  statements  in
accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that
law  the directors have, as required by the AIM Rules of the London Stock Exchange, prepared the group
financial statements in accordance with International Financial Reporting Standards as adopted by  the
European  Union  and have also elected to prepare the company financial statements in accordance  with
those  standards. The financial statements are required to 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 these financial statements the directors are required to:

*       select suitable accounting policies and then apply them consistently;
*       make judgments and estimates that are reasonable and prudent;
*       prepare the financial statements on the going concern basis unless it is inappropriate to
        presume that the company will continue in business.

The  directors  are  responsible for keeping proper accounting records that disclose  with  reasonable
accuracy  at  any time the financial position of the company and the group 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 hence for taking reasonable steps for  the  prevention  and
detection of fraud and other irregularities.

The  directors  are  responsible  for the maintenance and integrity of  the  corporate  and  financial
information  included  on  the  company's website. Legislation in the  United  Kingdom  governing  the
preparation  and  dissemination of the financial statements and other information included  in  annual
reports may differ from legislation in other jurisdictions.

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF AFRICAN COPPER PLC

We  have  audited  the group and parent company financial statements ('the financial  statements')  of
African  Copper  plc  for  the  year  ended 31 December 2008 which comprise  the  consolidated  income
statement  and  the  consolidated and company balance sheets, cash flow statements and  statements  of
changes  in  equity  and  the related notes. The 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 applicable law and International Financial Reporting Standards ('IFRSs') as adopted by
the European Union 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 International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view and have
been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our
opinion  the  information given in the directors' report is consistent with the financial  statements.
The  information  in  the  directors'  report includes that  specific  information  presented  in  the
Management's Discussion and Analysis that is cross referenced from the business review section of  the
directors' report.

In  addition we report to you if, in our opinion, 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  other  transactions  is  not
disclosed.

We  read  other information contained in the annual report and consider whether it is consistent  with
the  audited  financial  statements. The other information comprises only the directors'  report,  the
chairman's  statement and the Management's Discussion and Analysis. 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 audit opinion

We  conducted our audit in accordance with International Standards on Auditing (UK and Ireland) 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  judgments  made by the directors in  the  preparation  of  the  financial
statements,  and  of  whether the accounting policies are appropriate to  the  group's  and  company's
circumstances, consistently applied and adequately disclosed.

We  planned and performed our audit so as to obtain all the information and explanations 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:


o  the group financial statements give a true and fair view, in accordance with IFRSs as adopted
   by the European Union, of the state of the group's affairs as at 31 December 2008 and of its loss
   for the year then ended;

o  the parent company financial statements give a true and fair view, in accordance with IFRSs as
   adopted by the European Union as applied in accordance with the provisions of the Companies Act
   1985, of the state of the parent company's affairs as at 31 December 2008;

o  the financial statements have been properly prepared in accordance with the Companies Act 1985
   and

o  the information given in the directors' report is consistent with the financial statements.

Separate opinion in relation to IFRSs

As  explained  in  Note 2 to the group financial statements the group, in addition to  complying  with
IFRSs  as  adopted by the European Union, has also complied with IFRSs as issued by the  International
Accounting Standards Board.

In  our opinion the group financial statements give a true and fair view, in accordance with IFRSs, of
the state of the group's affairs as at 31 December 2008 and of its loss for the year then ended.

Emphasis of matter - Going concern

In forming our opinion, which is not qualified, we have considered the adequacy of the disclosure made
in note 1 to the financial statements concerning the group and the company's ability to continue as  a
going  concern. The group incurred a net loss of £102,709,000 during the year ended 31  December  2008
and,  at  that  date,  the group's total liabilities exceeded its total assets by  £12,891,000.  These
conditions, along with the other matters explained in note 1 to the financial statements, indicate the
existence  of a material uncertainty which may cast significant doubt about the company's  ability  to
continue as a going concern. The financial statements do not include the adjustments that would result
if the company was unable to continue as a going concern.

PKF (UK) LLP
Registered auditors
London, UK
31 March 2009


Independent Auditors' Report to the Directors of African Copper plc in respect of Compatibility with
Canadian GAAS

In  accordance  with the requirement contained in National Instrument 52-107 we report  below  on  the
compatibility  of Canadian Generally Accepted Auditing Standards (''Canadian GAAS'') and International
Standards on Auditing (UK and Ireland).

We  conducted our audit for the year ended 31 December 2008 in accordance with International Standards
of  Auditing (UK and Ireland). There are no material differences in the form or content of  our  audit
report, except as noted below, as compared to an auditors' report prepared in accordance with Canadian
GAAS  and  if  this  report were prepared in accordance with Canadian GAAS  it  would  not  contain  a
reservation.

An  audit  report  issued  in accordance with Canadian GAAS does not require the  Emphasis  of  Matter
paragraph  that is included in the United Kingdom Independent Auditors' Report for the year  ended  31
December 2008 given above.   In all other respects, there are no material differences in the form  and
content of the above noted auditors' report.

PKF (UK) LLP
London, UK
31 March 2009


African Copper Plc

Consolidated income statement



                                                                          Year ended 31 December
                                                                                 2008       2007
                                                        Note                    £'000      £'000
  Normal administrative expenses                                               (3,242)    (2,738)
  Gain/(loss) on derivative financial instruments                                 347       (406)
  Exchange (loss)/gain                                                           (612)       276
  Impairment of property, plant and equipment              8                  (92,438)         -
  Impairment of deferred exploration                       9                   (6,834)         -
  Total Administrative Expenses                            4                 (102,779)    (2,868)

  Bank interest receivable                                                      1,359      2,985
  Other income                                                                      4          -
  Interest expense                                                             (1,293)         -
  (Loss)/profit before tax                                                   (102,709)       117
  Tax                                                                               -          -
  (Loss)/profit for the year                                                 (102,709)       117

  Basic (loss)/earnings per ordinary share                 7                  (70.47p)     0.09p
  Diluted (loss)/earnings per ordinary share               7                  (70.47p)     0.09p

  The notes on pages 16 to 40 are an integral part of these consolidated financial statements.


African Copper Plc
Balance Sheets
                                                             Group                     Company
                                                       As at 31 December           As at 31 December

                                                       2008         2007         2008           2007


                                      Note            £'000        £'000        £'000          £'000
ASSETS
Property, plant and equipment            8           12,628       48,248            -          1,171
Deferred exploration costs               9                -        4,322            -             84
Other financial assets                  10              197        4,167            -              -
Long term receivables                   12                -            -            -          6,826
Investments in subsidiaries             13                -            -            -         57,209
Total non-current assets                             12,825       56,737            -         65,290

Other receivables and prepayments       15            1,186        1,903           59            100
Inventories                             16              795            -            -              -
Derivative financial assets             11                -        1,841            -          1,841
Cash and cash equivalents               17            1,763       22,428          776         18,840
Total current assets                                  3,744       26,172          835         20,781
Total assets                                         16,569       82,909          835         86,071

EQUITY
Issued share capital                    18            1,469        1,396        1,469          1,396
Share premium                                        81,973       76,947       81,973         76,947
Merger reserve                                            -            -        8,607          8,607
Acquisition reserve                                   4,485        4,485            -              -
Foreign currency translation reserve                  6,635       (1,207)           -              -
Hedging reserves                                          -         (812)           -           (812)
Retained losses                                    (107,453)      (4,843)     (91,568)          (329)
Total equity                                        (12,891)      75,966          481         85,809

LIABILITIES

Asset retirement obligation             21            2,426          464            -              -
Total non-current liabilities                         2,426          464            -              -

Trade and other payables                22           13,551        6,479          354            262
Interest bearing borrowings             20           13,483            -            -              -
Total current liabilities                            27,034        6,479          354            262
Total equity and liabilities                         16,569       82,909          835         86,071

The notes on pages 16 to 40 are an integral part of these consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 31 March
2009 and signed on their behalf by:
Director        "Chris Fredericks"                                       Director      "Bradley Kipp"


African Copper Plc
Group consolidated statement of changes in equity

                                                                      Foreign
                                                                     Currency
                                      Share    Share  Acquisition Translation Hedging Retained    Total
                                    Capital  Premium      Reserve     Reserve Reserve     Loss   Equity
                              Note    £'000    £'000        £'000       £'000   £'000    £'000    £'000

Balance at 1 January 2007             1,305   69,844        4,485      (1,979)      -   (5,687)  67,968
Foreign exchange adjustments              -        -            -         772       -        -      772
Fair value loss on cash flow
hedge                                                                            (812)             (812)
Total recognised income and                    
expense recognised directly in 
equity                                    -        -            -         772    (812)       -      (40)
Profit for the year                       -        -            -           -       -      117      117
Total recognised income and
expense for the year                      -        -            -         772    (812)     117       76

New share capital subscribed    18       91    7,509            -           -       -        -    7,600
Share issue costs                         -     (406)           -           -       -        -     (406)
Credit arising on share options           -        -            -           -       -      727      727
Balance at 31 December 2007           1,396   76,947        4,485      (1,207)   (812)  (4,843)  75,966


Foreign exchange adjustments              -        -            -       7,842       -        -    7,842
Fair value gain on cash flow
hedge instruments                         -        -            -           -   2,569        -    2,569
Net loss on cashflow hedge
removed from equity and
reported in the income
statement                                 -        -            -           -  (1,757)       -   (1,757)
Total recognized income and
expense recognised directly in
equity                                    -        -            -       7,842     812        -     8,654

Loss for the year                         -        -            -           -       - (102,709) (102,709)
Total recognised income and              
expense for the year                      -        -            -       7,842     812 (102,709)  (94,055)

New share capital subscribed    18       73    5,026            -           -       -        -     5,099
Share issue costs                         -        -            -           -       -        -         -
Credit arising on share
options                                   -        -            -           -       -       99        99
Balance at 31 December 2008           1,469   81,973        4,485       6,635       - (107,453)  (12,891)

         The notes on pages 16 to 40 are an integral part of these consolidated financial statements.


African Copper Plc
Company statement of changes in equity



                                  Share         Share      Merger       Hedging      Retained       Total
                                Capital       Premium     Reserve       Reserve  Profit/(Loss)     Equity
                          Note    £'000         £'000       £'000                       £'000       £'000

Balance at 1 January 2007         1,305        69,844       8,607             -          (829)     78,927

Fair value loss on cash
 flow hedge instruments               -             -           -          (812)            -        (812)
Total recognised income
 and expense recognised
 directly in equity                   -             -           -          (812)            -        (812)

Loss for the year                     -             -           -             -            (8)         (8)
Total recognised income
 and expense for the year             -             -           -          (812)           (8)       (820)
New share capital
 subscribed                 18       91         7,509           -             -             -       7,600
Share issue costs                     -          (406)          -             -             -        (406)
Credit arising on share
 options                              -             -           -             -           508         508
Balance at 31 December
 2007                             1,396        76,947       8,607          (812)         (329)     85,809
Fair value gain on cash
 flow hedge instruments               -             -           -         2,569             -       2,569
Net loss on cashflow
 hedge removed from equity
 and reported in the income
 statement                            -             -           -        (1,757)            -      (1,757)

Total recognised income
 and expense recognised
 directly in equity                   -             -           -           812             -         812
Loss for the year                     -             -           -             -       (91,244)    (91,244)
Total recognised income
 and expense for the year             -             -           -           812       (91,244)    (90,432)
New share capital
 subscribed                18        73         5,026           -             -             -       5,099
Credit arising on share
 options                              -             -           -             -             5           5
Balance at 31 December
 2008                             1,469        81,973       8,607             -       (91,568)        481


 The notes on pages 16 to 40 are an integral part of these consolidated financial statements.


African Copper Plc
Group consolidated cash flow statement

                                                                          Year ended 31 December
                                                                         2008               2007
                                                       Note             £'000              £'000

Cash flows from operating activities
Administration expenses                                                (3,242)            (2,738)
Accrued interest                                                       (1,293)                 -
Impairment of property, plant and equipment                           (92,438)                 -
Impairment of deferred exploration                                     (6,834)                 -
Hedging gain                                                              347
Operating loss from continuing operations                            (103,460)            (2,738)
Decrease/(Increase) in receivables                                        716             (1,255)
Increase in inventories                                                  (795)                 -
(Decrease)/Increase in payables                                           (92)                69
Share based payment expense                                                60                519
Accrued interest                                                        1,293                  -
Impairment of property, plant and equipment                            92,438                  -
Impairment of deferred exploration                                      6,834                  -
Hedging gain                                                             (347)
Cash used in operating activities                                      (3,353)            (3,405)

Interest received                                                       1,359              2,986
Other income                                                                4                  -
Net cash outflow from operating activities                             (1,990)              (419)

Cash flows from investing activities
Payments to acquire property, plant and equipment                     (41,103)           (28,335)
Payments of deferred exploration expenditures                          (2,512)            (2,315)
Sale/(Purchase) of cash flow hedging instruments                        3,000             (3,060)
Receipts/(payment) to other financial assets                            3,970             (4,167)
Net cash outflow from investing activities                            (36,645)           (37,877)

Cash flows from financing activities
Issue of equity share capital, net of issue costs                       5,099              7,030
Issue of equity upon exercise of options                                    -                164
Proceeds from interest bearing borrowings                              13,483                  -
Net cash inflow from financing activities                              18,582              7,194

Net (decrease) in cash and cash equivalents                           (20,053)           (31,102)

Cash and cash equivalents at beginning of the year                     22,428             53,254

Exchange (loss)/gain                                                     (612)               276

Cash and cash equivalents at end of the year             17             1,763             22,428

The notes on pages 16 to 40 are an integral part of these consolidated financial statements.




African Copper Plc
Company cash flow statement

                                                                          Year ended 31 December
                                                                         2008               2007
                                                       Note             £'000              £'000
Cash flows from operating activities
Administration expenses                                                (1,562)            (2,083)
Impairment of property, plant and equipment                            (1,219)                 -
Impairment of deferred exploration                                       (209)                 -
Impairment of investments and long term receivables                   (88,392)
Hedging gain                                                              347
Operating loss from continuing operations                             (91,035)            (2,083)
Decrease in receivables                                                    40                338
Increase in payables                                                       92                 70
Share based payment expense                                                 -                438
Impairment of property, plant and equipment                             1,219
Impairment of deferred exploration                                        209
Impairment of investments and long term receivables                    88,392
Hedging gain                                                             (347)
Cash used in operating activities                                      (1,430)            (1,237)

Interest received                                                         403              2,206
Net cash (outflow)/inflow from operating activities                    (1,027)               969

Cash flows from investing activities
(Increase) in loans to subsidiaries                                   (24,356)                 -
Payments to acquire property, plant and equipment                         (43)               (58)
Payments of deferred exploration expenditures                            (125)               (84)
Purchase of shares in subsidiary company                                    -            (37,554)
Sale/(Purchase) of derivative financial instruments                     3,000             (3,060)
Net cash outflow from investing activities                            (21,524)           (40,756)

Cash flows from financing activities
Issue of equity share capital, net of issue costs                       5,099              7,030
Issue of equity upon exercise of warrants                                   -                  -
Issue of equity upon exercise of options                                    -                164
Net cash inflow from financing activities                               5,099              7,194

Net increase/(decrease) in cash and cash equivalents                  (17,452)           (32,593)

Cash and cash equivalents at beginning of the year                     18,840             51,157

Exchange gain/(loss)                                                     (612)               276

Cash and cash equivalents at end of the year               17             776             18,840

The notes on pages 16 to 40 are an integral part of these consolidated financial statements.

1. Nature of operations, going concern and adequacy of project finance

African  Copper Plc ("African Copper" or the "Company") is a public limited company incorporated and
domiciled in  England and is listed on the AIM market of the London Stock Exchange, the Toronto Stock Exchange
and  the Botswana  Stock Exchange.  African Copper is a holding company of a mineral exploration and
development  group of  companies (the "Group").  The Group is involved in the exploration and development of copper
deposits  in Botswana and is currently developing its first copper mine at the Mowana Mine and holds permits in
exploration properties  at the Matsitama Project.  The Mowana Mine is located in the northeastern portion of
Botswana  and the Matsitama Project is contiguous to the southern boundary of the Mowana Mine.

Going Concern

The financial statements have been prepared on the going concern basis, which contemplates the
realization  of assets  and  settlement of liabilities in the normal course of business.  The Group is committed to
commencing operations at the Mowana Mine and the exploration of the Matsitama Project, however, both projects
have  been placed  on care and maintenance pending the completion of raising funding and subsequent optimisation
of  mine plans.

The recoverability of capitalized costs in relation to the Group's current operations in Botswana is
dependent on  the  ability  of the Group to successfully and profitably operate the Mowana Mine.  The amounts
shown  in Property,  Plant  and  Equipment, Other Financial Assets, Other Receivables and Prepayments,  and
Inventories represent  costs  capitalized  to date, less amounts written off.  For the year  ended  31  December
2008  an impairment  charge of £92.4 million in respect of the carrying amount of the Mowana Mine and related
property plant  and  equipment,  £1.3  million in respect of the carrying amount of Mowana  Mine  deferred
exploration expenditures  and  £5.5  million  in  respect of the carrying amount of  the  Matstiama  Project  and
related exploration expenditures was recorded in the financial statements.  This impairment charge was the
result  of current market conditions and other potential impairment indicators and was based on the Natasa Mining
Limited ("Natasa")  financing  proposal (described below and in Note 26 - Subsequent Event) which  provides
an  arm's length valuation of the net assets obtained from sale.


The  Group does not have sufficient cash or debt facilities to pay its existing liabilities or fund operations
at  either  the  Mowana Mine or Matsitama Project.  As a result the Group needed to negotiate debt settlement
agreements with  its bond holders and trade creditors and raise at least US$15 million of additional funding
which,  if not raised, provides significant doubt over the Group's ability to continue as a going
concern  and to  meet its obligations as they become due and, accordingly, the appropriateness of the use of the accounting 
principles applicable to a going concern.

On 16 March 2009 the Company entered into an agreement with Natasa, under which Natasa provided African Copper a  short-term, 
interest free, secured US$1.5 million loan (the "Bridge Loan") to assist  it  in meeting  its
immediate cash-flow requirements (see Note 26 Subsequent Event).  The short term loan is to be repaid
out of a proposed  US$6.5 million equity placement (the "Equity Placement") and a proposed US$8.5 million debt
facility (the "Debt Facility").  The Equity Placement and the Debt Facility (together "the US$15 Million
Facility") are also proposed to be provided by Natasa.

Under  the  terms of the Equity Placement, Natasa has agreed in principle, subject to the agreement of
formal legal  documentation and shareholder approval, to subscribe for a placement of US$6.5 million in new
ordinary shares  in  African Copper, following which Natasa will hold a 70% interest in African Copper's
equity.   The US$15  Million Facility will be utilised by African Copper to settle in full its existing liabilities,
settle the  short-term loan facility and to provide at least US$3 million in working capital.  Other  than
the  Debt Facility,  following Closing, African Copper will have no debt.  Assuming completion of the  Equity
Placement Natasa will provide the Debt Facility.

The Group's ability to continue as a going concern is dependent upon its ability to complete the US$15
Million Facility and subsequently generate positive cashflows from operations at the Mowana Mine which is
expected  to be dependent on completing a further fundraising to recommence full operations.  The US$15 Million
Facility is dependent on the completion of legal documentation, shareholder approval and creditor and bondholder
approval, the  completion  of  which  is  not  certain although the directors have  reasonable  expectation
that  these conditions will be achieved.  Following the completion of the US$15 Million Facility, the mine plans
at Mowana will be reviewed in order to optimize these and the directors anticipate that further funding will be
required before  production  may be recommenced at the Mowana Mine.  The directors expect that  such  funding
will  be provided  by  Natasa but the terms of any further funding will be subject to separate commercial
negotiations between the Company and Natasa once the mine plans have been completed and the timing and amount of
such funds necessary  is  known. On this basis these financial statements do not reflect the adjustments to the
carrying values  of  assets and liabilities and the reported expenses and balance sheet classifications that
would  be necessary were the going concern assumption inappropriate, and these adjustments could be material.

The  address  of  African  Copper's registered office is 100 Pall Mall, St  James's  London  SW1Y
5HP.  These consolidated financial statements have been approved for issue by the Board of Directors on 31 March
2009.

2. Summary of significant accounting policies The  principal  accounting policies applied in the preparation of these
   consolidated financial statements  are set out below.

a) Statement of Compliance 

The  consolidated  financial  statements  of  African  Copper  plc  have  been  prepared  in accordance  with
International  Financial Reporting Standards ("IFRSs") and their interpretations adopted by the International
Accounting  Standards Board (IASB), as adopted by the European Union and with IFRSs and their interpretations 
adopted  by  the International Accounting Standards Board (IASB).  They have also been prepared in
accordance with those parts of the Companies Act 1985 applicable to companies reporting under IFRSs.

The accounting policies set out below have been applied consistently to all periods presented in these
consolidated financial statements.

As  permitted  by  section 230 of the Companies Act 1985, the income statement of the  Company  has
not  been presented in these financial statements.

b) Basis of preparation

The consolidated financial statements of African Copper are presented in Pounds Sterling and have been
prepared on the historical cost basis or the fair value basis for certain financial instruments.

c) Basis of consolidation

   (i) Subsidiaries
   The  consolidated  financial statements incorporate the financial statements of the  Company  and
   entities controlled by the Company (its subsidiaries) made up to 31 December each year.  Control is recognised where
   the  Company has the power to govern the financial and operating policies of an investee entity  so as  to
   obtain benefits from its activities.

   (ii) Transactions eliminated on consolidation
   Intra-group  transactions,  balances  and  unrealized gains on transactions  between  group
   companies  are eliminated.  Unrealized losses are eliminated in the same way as unrealized gains, but only to  the 
   extent that there is no evidence of impairment.

   (iii) Business combinations
   On  entering  into a business combination, an acquirer is identified based on the identity  of  the
   entity which gains control of the combining entities.

   The  assets, liabilities and contingent liabilities of the acquiree are measured at their fair
   value at the date  of  acquisition.  Any excess of the fair value of the consideration paid over the fair value
   of  the identifiable net assets acquired is recognised as goodwill.  If the fair value of the consideration
   is less than  the fair value of the identifiable net assets acquired, the difference is recognised directly
   in  the income statement.

d) Foreign currency translation

   (i) Functional and presentation currency
   Items  included in the financial statements of each of the Group's entities are measured using  the
   currency of  the  primary  economic  environment  in  which  the entity  operates  ('the  functional
   currency').  The consolidated  financial  statements  are presented in Pounds Sterling,  which  is  the  Group's
   presentation currency and the functional currency of the Company.

   (ii) Group companies
   The  results  and  financial  position  of all the group entities (none  of  which  has  the
   currency  of  a hyperinflationary  economy)  that have a functional currency different from  the  presentation
   currency  are translated into the presentation currency as follows:

      -      assets and liabilities for each balance sheet presented are translated at the closing
             rate at the date of that balance sheet;
      -      income and expenses for each income statement are translated at average exchange rates (unless 
             this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the
             transaction dates, in which case income and expenses are translated at the dates of the transactions); and
      -      all resulting exchange differences are recognised as a separate component of equity.

   On  consolidation,  exchange  differences arising from the translation  of  the  net  investment
   in  foreign operations  are  taken to shareholders' equity. When a foreign operation is sold, exchange
   differences  that were recorded in equity are recognised in the income statement as part of the gain or loss on sale.

 e) Property, plant and equipment

Property,  plant  and  equipment are recorded at cost less accumulated amortisation  and  less  any
accumulated impairment losses.  Pre-production expenditure relating to testing and commissioning is capitalised to
property, plant and equipment.  The recognition of costs in the carrying amount of an asset ceases when the item
is in the location and condition necessary to operate as intended by management.  Any net income earned while
the item  is not yet capable of operating as intended reduces the capitalised amount.

Subsequent  costs  are  included in the asset's carrying amount only when it is probable  that  future
economic benefits associated with the item will flow to the group and the cost of the item can be reliably
measured.  All other repairs and maintenance are charged to the income statement during the financial period in which
they  are incurred.

Amortization  methods  and  amortization rates are applied consistently within each  asset  class
except  where significant individual assets have been identified which have different amortisation patterns.
Residual  values are  reviewed  at  least  annually.  Amortisation is not adjusted retrospectively for changes  in  the residual
amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and
are included in the income statement.

Other assets consist of vehicles, information technology equipment and furniture and equipment.

Mining development and infrastructure 
Individual  mining assets and deferred stripping costs are amortised using the units-of-production
method  based on  the  estimated  economically  recoverable metal during the life of  mine  plan.  Mining  costs
incurred  on development activities comprising the removal of waste rock to initially expose ore at the Mowana open
pit mine, commonly referred to as "deferred stripping costs," are capitalized.

Mining plant and equipment
Individual mining plant and equipment assets are depreciated using the straight line method over the
useful life of the asset once the assets are available for use.

Other Assets
These assets are depreciated using the straight line method over the useful life of the asset as
follows:
-       Vehicles                   - 4 years
-       Information technology     - 3 years
-       Furniture & equipment      - 5 years

f) Deferred exploration and evaluation

All  costs incurred prior to obtaining the legal right to undertake exploration and evaluation
activities  on  a project are written-off as incurred.

Exploration and evaluation costs arising following the acquisition of an exploration licence are
capitalised  on project-by-project  basis, pending determination of the technical feasibility and commercial
viability  of  the project.  Costs incurred include appropriate technical and administrative overheads.  Deferred
exploration costs are carried at historical cost less any impairment losses recognised.

Upon  demonstration of the technical and commercial feasibility of a project, any past deferred
exploration  and evaluation costs related to that project will be reclassified as Mine Development and Infrastructure.

Capitalised  deferred  exploration expenditures are reviewed for impairment losses (see accounting
policy  note below)  at  each balance sheet date. In the case of undeveloped properties, there may be only inferred
resources to  form  a  basis  for  the  impairment review. The review is based on a status report  regarding
the  Group's intentions for development of the undeveloped property.

g) Other receivables and prepayments

Other receivables and prepayments are not interest bearing and are stated at amortised cost.

h) Derivative financial instruments

Copper forward exchange contracts are entered into to hedge anticipated future transactions.
Derivative financial instruments are initially recognised in the balance sheet at the fair value on the date  of
acquisition and subsequently re-measured at fair value. The method of recognising the resulting gain
or loss  is dependant on the nature of the item being hedged. On the date that the derivative contract is entered
into,  the group  designates derivatives as either a hedge of the fair value of a recognised asset or liability
(fair value hedge) or a hedge of a forecast transaction or a firm commitment (cash flow hedge). Changes in the
fair value of derivatives that are designated and qualify as cash flow hedges and that are highly effective are
recognised  in equity. Changes in the fair value of derivatives that are designated as fair value hedges are
recognised in  the income statement. Certain derivative transactions, while providing effective economic hedges under
group's  risk management  policies,  do not qualify for hedge accounting. Changes in the fair value  of  any  such
derivative instruments are recognised immediately in the income statement.

i) Cash and cash equivalents

Cash  and  cash equivalents includes cash in hand, deposits held at call with banks and other short-
term  highly liquid investments with original maturities of three months or less.

j) Inventories

Inventories of broken ore and concentrate are physically measured or estimated and valued at the lower of  cost
and net realizable value ("NRV").

Cost represents weighted average cost and includes direct costs and an appropriate portion of fixed
and variable overhead expenditure.

Inventories of consumable supplies and spare parts to be used in production are valued at weighted
cost.

Obsolete  or damaged inventories are valued at NRV.  An ongoing review is undertaken to establish the
extent  of surplus items, and a provision is made for any potential loss on their disposal.

k) Impairment

Whenever  events or changes in circumstance indicate that the carrying amount of an asset may not be
recoverable an  asset  is  reviewed for impairment.  An asset's carrying value is written down to its estimated
recoverable amount (being the higher of the fair value less costs to sell and value in use) if that is less than
the asset's carrying amount.

Impairment reviews for deferred exploration and evaluation costs are carried out on a project by project  basis,
with each project representing a potential single cash generating unit.  An impairment review is undertaken when
indicators of impairment arise but typically when one of the following circumstances apply:
   (i)   unexpected geological occurrences that render the resource uneconomic;
   (ii)  title to the asset is compromised;
   (iii) variations in metal prices that render the project uneconomic; and
   (iv)  variations in the currency of operation.

l) Share based payment

Certain  Group  employees and consultants are rewarded with share based instruments.  These are stated
at  fair value  at  the date of grant and either expensed to the income statement or capitalized to deferred
exploration costs, based on the activity of the employee or consultant, over the vesting period of the instrument.

Fair  value is estimated using the Black-Scholes valuation model. The estimated life of the instrument
used  in the  model  is  adjusted  for  management's  best  estimate of  the  effects  of  non-transferability,
exercise restrictions and behavioural considerations.

The  proceeds received net of any directly attributable transaction costs are credited to share
capital (nominal value) and share premium when the options are exercised.

m) Provisions

Provisions are recognised when, the Group has a legal or constructive obligation as a result of past
events,  it is  more  likely  than not that an outflow of the resources will be required to settle the  obligation
and  the amount can be reliably estimated.

n) Trade and other payables

Trade and other payables are not interest bearing and are stated at amortized cost.

o) Income tax

The  charge  for  taxation  is  based on the profit or loss for the year and takes into  account
deferred  tax. Deferred  tax  is the tax expected to be payable or recoverable on differences between the carrying
amounts  of assets  and  liabilities in the financial statements and the corresponding tax bases used in the
computation  of taxable profit or loss, and is accounted for using the balance sheet method.

Deferred tax assets are only recognised to the extent that it is probable that future taxable profit
will be available in the foreseeable future against which the temporary differences can be utilised.

p) Asset retirement obligations

Asset  retirement obligations are future costs to retire an asset including dismantling, remediation and ongoing
treatment and monitoring of the site.  The asset retirement cost is capitalised as part of the asset's
carrying value and amortized over the asset's useful life.  Subsequent to the initial recognition of the asset
retirement obligation  and associated asset retirement cost and changes resulting from a revision to either
timing  or  the amount  estimated, cash flows are prospectively reflected in the year those estimates change.  The
liability  is accreted over time through period charges to the Consolidated Income Statement.

q) Investment in subsidiaries

Investments in subsidiaries are recognised at cost less any provision for impairment.

r) Revenue

  i) Interest income
     Interest income is recognised as it accrues to the Company.

s) Critical accounting estimates and judgements

Estimates  and  judgements are continually evaluated and are based on historical experience and  other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
Many of  the amounts  included  in the financial statements involve the use of judgement and/or estimation. These
judgements and estimates are based on managements' best knowledge of the relevant facts and circumstances, having
regard to prior experience, but actual results may differ from the amounts included in the financial statements.

Information about such judgements and estimation is contained in the accounting policies and/or the
Notes to the financial  statements, and the key areas are summarised below. Areas of judgement that have the most
significant effect on the amounts recognised in the financial statements:
Capitalisation and impairment of exploration and evaluation costs - Note 2(k) and Note 9
Capitalisation and impairment of Property Plant and Equipment - Note 2(k) and Note 8
Estimation of share based compensation amounts - Note 2(l) and Note 19

t) Adoption of International Financial Reporting Standards

The  financial  statements are prepared in accordance with International Reporting Standards and
Interpretations in  force  at the reporting date. The Group has not adopted any standards or interpretations in
advance  of  the required implementation dates. It is not expected that adoption of standards or interpretations which
have  been issued by the International Accounting Standards Board, but have not been adopted will have a material
impact on the financial statements.


3. Group Segment reporting

A  business segment is a component of the Group distinguishable by economic activity (business
segment),  or  by its  geographical location (geographical segment), which is subject to risks and returns that are
different from those  of other business segments. The Group's only business segment is the exploration for, and the
development of  copper  and  other base metal deposits.  The Group also reports by geographical segment.   All
the  Group's activities  are related to the exploration for, and the development of copper and other base metals in
Botswana with the support provided from the UK.  In presenting information on the basis of geographical
segments, segment assets  and  the  cost of acquiring them are based on the geographical location of the assets.
Segment  capital expenditure is the total cost incurred during the period to acquire segment assets based on where the
assets are located.  There was no Group turnover during the year (31 December 2007:£nil).

                                                                          2008           2007
                                                                         £'000          £'000
Total assets
Botswana                                                                14,911         60,470
UK                                                                       1,658         22,439
Total                                                                   16,569         82,909

Capital expenditure on property, plant and equipment
Botswana                                                                53,260         34,452
UK                                                                          48            128
Total                                                                   53,308         34,580

Provision of Impairment relating to property, plant and equipment
Botswana                                                                91,219              -
UK                                                                       1,219              -
Total                                                                   92,438              -

Capital expenditure on deferred exploration
Botswana                                                                 2,011          2,263
UK                                                                         126             84
Total                                                                    2,137          2,347

Provision of Impairment relating to deferred exploration
Botswana                                                                 6,625              -
UK                                                                         209              -
Total                                                                    6,834              -


4. Loss on operations before tax
                                                                        
                                                                          2008           2007
                                                                         £'000          £'000
Loss on ordinary activities is stated after charging:
Depreciation                                                               402            137

Auditors remuneration:
   - Audit fee                                                              41             49
   Fees payable to the auditor for other services:

      - Other services relating to tax                                      13             14
      - All other services                                                  27             14

5. Staff numbers and costs
The average number of persons employed by the Group (including directors) during the year, analysed by
category, was as follows:
Group                                                                Number of      Number of
                                                                     Employees      Employees
                                                                          2008           2007
Finance and administration                                                  22             15
Technical and operations                                                   134             34
                                                                           156             49

The aggregate payroll costs of these persons were as follows:
                                                                          2008           2007
                                                                         £'000          £'000
Wages and salaries                                                       2,838          1,694
Benefits                                                                   615            428
Share based payments                                                        77            620
                                                                         3,530          2,742
The average number of persons employed by the Company (including directors) during the year, analysed
by category, was as follows:

Company                                                              Number of      Number of
                                                                     Employees      Employees
                                                                          2008           2007
Finance and administration                                                   4              4
Technical and operations                                                     1              1
                                                                             5              5

The aggregate payroll costs of these persons were as follows:
                                                                          2008           2007
                                                                         £'000          £'000
Wages and salaries                                                         731            678
Share based payments                                                         5            450
                                                                           736          1,128

Remuneration of directors and other key management personnel

                          Directors    Basic annual      Other   Compensation for        Total
                               Fees    remuneration   benefits     loss of office remuneration
2008                          £'000           £'000      £'000              £'000        £'000

Directors:
R D Corrans                      20               -          -                  -           20
D Jones                          10              63          -                  -           73
J A Hamilton                      -              72          -                173          245
B R Kipp                          -             105          -                  -          105
C Fredericks                      -             163          -                  -          163
A J Williams                     14               -          -                  -           14
M J Evans                        13               -          -                  -           13

Total directors'
 remuneration                    57             403          -                173          633

Non-directors                     -             439         21                  -          460

Share based payments              -               -         77                  -           77
Total                            57             842         98                173        1,170

                             Directors    Basic annual                         
                                  Fees    remuneration     Other benefits   Total remuneration
2007                             £'000           £'000              £'000                £'000

Directors:
R D Corrans                         20               -                  -                   20
D Jones                             21             127                  -                  148
J A Hamilton                         -             175                  -                  175
B R Kipp                             -              94                  -                   94
A J Williams                        14               -                  -                   14
M J Evans                           13               -                  -                   13
Total directors' remuneration       68             396                  -                  464

Non-directors                        -             426                149                  575

Share based payments                 -               -                647                  647
Total                               68             822                796                1,686
A  director  exercised share options during 2007 realizing a gain of £122,500 at the date of exercise.
At  30 March  2008  the  director had sold 250,000 of the 350,000 shares.  The gain attributable to the
highest  paid director was nil.

6. Income tax expense

Factors affecting the tax charge for the current period
The tax credit for the period is lower than the credit resulting from the loss before tax at the
standard rate of corporation tax in the UK - 28.5% (2007:30%)

                                                                          2008           2007
                                                                         £'000          £'000
Tax reconciliation
Profit/(Loss) on ordinary activities before tax                       (102,709)           117
Tax at 28.5% (2007: 30%)                                               (29,272)           (35)

Effects (at 30%) of:
Expenses not deductible for tax purposes                                    39             50
Deferred tax asset not recognised                                            -            681
Expenses previously not deductible now allowed                               -           (598)
Tax losses carried forward                                              14,928              -
Impairment of Property Plant and Equipment                              26,345              -
Impairment of Deferred Exploration                                       1,948              -
Capital allowanaces in excess of depreciation                          (13,968)
Loss brought forward and utilised                                            -           (168)
Tax charge                                                                   -              -


Unrecognised deferred tax assets and liabilities
                                                                          2008           2007
                                                                         £'000          £'000
Losses                                                                  27,162         14,873
Arising on share options                                                     -              -
Accelerated capital allowances                                         (25,773)       (14,278)
Net deferred tax asset not recognised                                    1,389            595

Deferred tax assets are recognised for tax loss carry-forwards to the extent that the realization of
the  related tax  benefit through the future taxable profits is probable. As at December 31, 2008, the Group did
not recognize deferred tax assets of £1,398,000 (2007: £595,000) in respect of losses because there is insufficient
evidence of the timing of suitable future taxable profits against which they can be recovered.

The Group's tax losses have no fixed expiry date.

7. Basic and diluted earnings/(loss) per share
The  calculation  of  basic loss per ordinary share on the net basis is based on the loss on ordinary
activities after  taxation  of £102,708,984 (2007: gain of £117,409) and on 145,744,465 (2007: 135,371,319)
ordinary  shares being  the weighted average number of ordinary shares in issue and ranking for dividend during the
year.   During 2007  the  calculation  of  diluted gain per ordinary share on the net basis is based on  the  gain
of  ordinary activities after taxation of £117,409 and on 135,640,296 ordinary shares.  During 2008 no diluted loss
per  share was presented as the effect of the exercise of share options would be to decrease the loss per share.

8. Property, Plant and Equipment

Group                                                        Mine  
                                                  Development and     Mine Plant and        Other     
                                                   Infrastructure          Equipment       Assets           Total
                                                            £'000              £'000        £'000           £'000
Cost
Balance at 1 January 2007                                  13,259                387          467          14,113
Additions                                                  32,376                  -        2,204          34,580
Exchange adjustments                                         (150)                (5)          (6)           (161)
Balance at 31 December 2007                                45,485                382        2,665          48,532



Balance at 1 January 2008                                  45,485                382        2,665          48,532
Additions                                                  51,620                  -        1,688          53,308
Exchange adjustments                                        3,737                 34          163           3,934
Balance at 31 December 2008                               100,842                416        4,516         105,774
Depreciation and impairment losses 
Balance at 1 January 2007                                       -                  -         (149)           (149)
Depreciation charge for the year                                -                  -         (137)           (137)
Exchange adjustments                                            -                  -            2               2
Balance at 31 December 2007                                     -                  -         (284)           (284)

Balance at 1 January 2008                                       -                  -        (284)            (284)
Depreciation charge for the year                              (56)                 -        (346)            (402)
Impairment of property, plant and equipment               (88,660)              (365)     (3,413)         (92,438)
Exchange adjustments                                            -                  -         (22)             (22)
Balance at 31 December 2008                               (88,716)              (365)     (4,065)         (93,146)

Carry amounts
Balance at 1 January 2007                                  13,259                387          318          13,964
Balance at 31 December 2007                                45,485                382        2,381          48,248
Balance at 1 January 2008                                  45,485                382        2,381          48,248
Balance at 31 December 2008                                12,126                 51          451          12,628


Company                                                                Mine     Computer and
                                                            Development and           Office      
                                                             Infrastructure        Equipment        Total
                                                                      £'000            £'000        £'000
Cost
Balance at 1 January 2007                                             1,037                6        1,043
Additions                                                               113               15          128
Balance at 31 December 2007                                           1,150               21        1,171
Additions                                                                46                2           48
Balance 31 December 2008                                              1,196               23        1,219
Impairment losses:
Impairment of property, plant and equipment                          (1,196)             (23)      (1,219)
Balance 31 December 2008                                                Nil              Nil          Nil

Impairment loss
In the fourth quarter of 2008 general conditions in the credit markets deteriorated substantially,
which had  a serious  impact  on  the global economy and contributed to a significant and rapid decline in  the
demand  and selling price for copper.  Average base metal prices were down significantly from average prices in
the  fourth quarter of 2007 with the Group's major product, copper, down 45%.

Long-lived  assets  including  property,  plant and equipment and  deferred  exploration  costs  are
initially recognised  in the financial statements in accordance with the Group's accounting policies set out in
Note  2. These long-lived assets are also tested for recoverability whenever events or changes in circumstances
indicate that  the  carrying  amounts  may  not be recoverable.  During the year ended 31  December  2008,  the
Company undertook  a  review  of all mining assets in light of recent economic events and associated  declines
in  the outlook for metal prices in the near-to-mid term.

The  Group  assessed the impairment of property, plant and equipment by reference to fair value less
costs  to sell.  The  determination  of fair value less costs to sell was based on the estimated  amount  that
would  be obtained from sale in an arm's length transaction between knowledgeable and willing parties. This
estimate  was derived from the terms of the Natasa transaction (see Note 26 - Subsequent Event).


9. Deferred exploration costs

Group                                   £'000
Cost
Balance at 1 January 2007               2,007
Additions                               2,347
Exchange adjustments                      (32)
Balance 31 December 2007                4,322

Additions                               2,137
Exchange adjustments                      375
Impairment of deferred exploration     (6,834)
Balance 31 December 2008                  Nil

Company                                 £'000
Cost
Balance at 1 January 2007                   -
Additions                                  84
Balance 31 December 2007                   84

Additions                                 125
Balance 31 December 2008                  209
Impairment losses:
Impairment of deferred exploration       (209)
Balance 31 December 2008                  Nil

Impairment loss
The  impairment  write-down  of  deferred exploration costs at the Mowana Mine and  Matsitama  Project
followed adverse changes in assumptions about future prices and stage of development of the exploration
properties.

10. Other Non-Current Assets
                                                           31 December          31 December
                                                                  2008                 2007
Group                                                            £'000                £'000
Bank guarantee                                                     197                4,167

As part of the five year mining contract for the Mowana Mine, in August 2007 Botswana Pula 50 million
was lodged by Messina Copper (Botswana) (Pty) Ltd ("Messina") in favour of Moolman Mining Botswana (Pty) Ltd
("Moolman") as security  for  Messina's obligations under the Contract. At the request of the Company, on 29 July
2008  Moolman released  such funds and Messina agreed to re-instate such security by 30 June 2009.  In consideration
for  the release  of  such  funds,  Messina granted Moolman a lien over the run of mine ore, ore  stockpiles
and  copper concentrate at the Mowana site.  The remaining £197,000 balance at 31 December relates to a payment
guarantee to Botswana Power Corporation in respect of the Mowana Mine

11. Derivative Financial Assets
                                                           31 December          31 December
                                                                  2008                 2007
Company and Group                                                £'000                £'000
Copper put contracts designated as a cash flow hedge                 -                1,383
Copper put contracts designated as fair value through
 profit and loss                                                     -                  458
Total Derivative Financial Assets                                    -                1,841

On  12  November  2008 the Company exercised and sold all of its copper put options for £3.3  million
(US$4.75 million).  In May 2007 African Copper took the decision to implement revenue protection for the Mowana
mine  by purchasing copper put options for up to 5,850 tonnes of copper at a strike price of US$3.00/lb,
divided  evenly over the period April 2008 to December 2008, which equates to 650 tonnes per month over the eight
month period. As  copper traded above US$3/lb for the period April to September 2008, the put options for these
periods  were not exercised and expired.  The copper put options sold related to the October 2008 to December 2008
puts.

12. Company - Long term receivables

                                                      £'000
Loans to Subsidiary undertakings
Balance at 1 January 2007                            16,986
Additions                                            37,553
Conversion of intercompany debt to equity           (47,713)
Balance 31 December 2007                              6,826

Additions                                            24,356
Conversion of intercompany debt to equity           (24,356)
Impairment of long term receivables                  (6,826)
Balance 31 December 2008                                Nil


13. Company - Investments in subsidiaries

                                                      £'000
Balance 1 January 2007                                9,496
Conversion of Intercompany Debt to Equity*           47,713
Balance 31 December 2007                             57,209
Conversion of Intercompany Debt to Equity*           24,356
Impairment of Investments in subsidiaries           (81,565)
Balance 31 December 2008                                Nil
*During 2007 and 2008 the Company converted intercompany loans payable from its wholly-owned
subsidiary Messina to equity.

14. Subsidiary undertakings
                                             Country of                      Holding of          Holding of
                                      incorporation and       Physical    equity shares       equity shares
                                              operation       activity             2008                2007
Mortbury Limited                 British Virgin Islands     Investment              100%                100%
Messina *                                      Botswana    Development              100%                100%
Matsitama Minerals (Pty) Limited *             Botswana    Exploration              100%                100%
* indirectly held

15. Other receivables and prepayments
                                                         Group                             Company

                                                  2008            2007              2008               2007
                                                 £'000           £'000             £'000              £'000
VAT receivable                                     830           1,600                17                 12
Interest receivable                                  5              71                 -                  4
Prepayments and other receivables                  351             232                42                 84
                                                 1,186           1,903                59                100

16. Inventories
                                                                                    2008               2007
                                                                                   £'000              £'000
Stockpile inventories                                                                 59                  -
Consumables                                                                          736                  -
Total Inventories                                                                    795                  -

17. Cash and cash equivalents
Group                                                                                2008              2007
                                                                                    £'000             £'000
Cash at bank                                                                            -               136
Short-term bank deposits                                                            1,763            22,292
Cash and cash equivalents in the statement of cashflows                             1,763            22,428

Company                                                                              2008              2007
                                                                                    £'000             £'000
Cash at bank                                                                            -                38
Short-term bank deposits                                                              776            18,802
Cash and cash equivalents in the statement of cashflows                               776            18,840

18. Share Capital
                                                                            No. of shares             £'000
Authorised
At 31 December 2006
Ordinary shares of 1p each                                                    495,000,000             4,950
Redeemable preference shares of £1 each                                            50,000                50

Issued:
Balance at 1 January 2007                                                     130,507,185             1,305
Ordinary shares issued on Botswana private placement                            8,367,772                84
Ordinary shares issued on exercise of options                                     700,000                 7
Balance at 31 December 2007                                                   139,574,957             1,396
Ordinary shares issued on private placement                                     7,284,000                73
Balance at 31 December 2008                                                   146,858,957             1,469

Shares issued

During  2007, a total of 9,067,772 ordinary shares were issued for net cash consideration of £7,194,078 from  the
following:

(i)   On  29  March 2007 a total of 700,000 ordinary shares were issued for net cash consideration of £163,961
      from  the  exercise of 350,000 share options to purchase ordinary shares of the Company at Can$0.25 each  and
      350,000 share options to purchase ordinary shares of the Company at 35p each.  These share options were options
      originally granted under the Mortbury Limited option plan.
(ii)  On  25  June  2007,  a  total  of 8,367,772 ordinary shares were issued at a  price  of  11  Botswana  Pula
      (approximately £0.89 and C$1.89) per ordinary share, raising total gross proceeds of 92,045,492 Botswana Pula
      (approximately £7.4 million). The Company paid a capital raising fee in cash to Capital Corporate Finance (Pty)
      Ltd.  (Gaborone, Botswana) equal to 5% (exclusive of taxes) of the proceeds raised pursuant  to  the  private
      placement.

On  8  February  2008, a total of 7,284,000 ordinary shares were issued at a price of £0.70 per  ordinary  share,
raising total net proceeds of £5,098,800.  This private placement was completed as part of the finalization of  a
comprehensive off-take agreement for the Mowana Mine concentrates.

Share options and warrants

       Share          Share                                                                                      
Options Held   Options Held       Date of Grant       Option Price per Share                      Exercise Period
       at 31          at 31
    December       December
        2008           2007
        
     500,000        500,000   23 September 2004                £0.35                     up to 23 September  2014
     675,000        675,000    12 November 2004                £0.76                       up to 12 November 2014
   1,500,000      1,500,000      5 January 2005                £0.76                         up to 5 January 2015
      90,000         90,000    1 September 2005                £0.76                          up to 14 March 2015
     240,000        240,000    12 November 2005                £0.76                       up to 12 November 2015
   6,860,000      6,860,000       1 August 2006               £0.775                          up to 1 August 2016
     400,000        400,000   11 September 2006               £0.775                      up to 11 September 2016
     200,000        200,000    30 November 2006               £0.775                       up to 30 November 2016
     750,000        750,000    29 December 2006               £0.775                       up to 29 December 2016
           -        200,000       29 March 2007               £0.775                          Up to 29 March 2017
  11,215,000     11,415,000                                                                                      


Acquisition reserve
The acquisition reserve comprises the difference between the issued equity of Mortbury Limited at the date of the
reverse acquisition of the Company by Mortbury Limited and the par value of shares issued by the Company  in  the
share  exchange,  together with the fair value of equity issued to repurchase the Mortbury preference  shares  in
issue.  As such, the acquisition reserve is a component of the issued equity of the Group.

Foreign currency translation reserve
The  translation reserve comprises all foreign exchange differences arising from the translation of the financial
statements  of the Botswana foreign subsidiaries that have a different functional currency from the  presentation
currency.   Exchange  differences arising are classified as equity and transferred  to  the  Group's  translation
reserve.   Such  translation  differences are recognised in the income statement  in  the  period  in  which  the
operation is disposed of.

Merger reserve
As permitted by the Companies Act 1985, the merger reserve represents the premium on shares issued to acquire the
share capital of Mortbury Limited.

Dividends
The directors do not recommend the payment of a dividend.

Capital Management
The  Group's objectives when managing capital is to safeguard the Group's ability to continue as a going concern,
so that it can provide returns for shareholders and benefits for other stakeholders.

The  Group  sets the amount of capital in proportion to risk.  The Group manages the capital structure and  makes
adjustments  in  the  light of changes in economic conditions and risk characteristics of the underlying  assets.
During  2006 and 2007 the Group's capital was sourced from equity (ie ordinary share and share premium).   During
2008  the  Group's strategy changed to increase the debt-to-adjusted capital ratio resulting primarily  from  the
increase in net debt that occurred on 28 March 2008 from the Botswana Pula 150 million Note Programme.

                                                                  At 31 December                 At 31 December
                                                                            2008                           2007
                                                                           £'000                          £'000
Total interest bearing debt                                               13,483                              -
Total equity                                                            (12,891)                         75,966
Debt-to-equity ratio                                                           -                              -

19. Share based payments
African  Copper  has  established a share option scheme with the purpose of motivating  and  retaining  qualified
management  and to ensure common goals for management and the shareholders.  Under the African Copper share  plan
each  option  gives  the right to purchase one African Copper ordinary share.  For options  granted  the  vesting
period  is  generally up to three years.  If the options remain unexercised after a period of 10 years  from  the
date  of  grant, the options expire.  Furthermore, options are forfeited if the employee leaves the Company.   In
2005  all  options were granted at 76p and in 2006 and 2007 all options were granted at 77.5p.  No  options  were
granted in 2008.

Movements in the number of share options outstanding and their related weighted average exercise prices are as
follows:

                                                     2008                                   2007
                                         Weighted average                       Weighted average          
                                           exercise price                         exercise price
                                           in £ per share            Options      in £ per share          Options
At 1 January                                          73p         11,415,000                 73p       13,319,872
Granted                                                                    -               77.5p          200,000
Forfeited                                           77.5p          (200,000)                 77p      (1,404,872)
Exercised                                                                  -                 23p        (700,000)
At 31 December                                        76p         11,215,000                 76p       11,415,000
Exercisable at the end of the year                    75p         10,598,331                 74p       10,056,666

The assumptions used were as follows:
                                                                                            2008            2007
Weighted average share price                                                                   -             68p
Weighted average exercise prices                                                               -           77.5p
Expected volatility                                                                            -             41%
Expected life                                                                                  -         5 years
Risk free rate                                                                                 -            5.0%
Expected dividends                                                                             -            none

Expected  volatility was determined by calculating the historical volatility of the Company's share price  since
it  was  listed on the AIM market of the London Stock Exchange in November 2004.  The expected life used in  the
model  has been adjusted, based on management's best estimate, for the effects of non-transferability,  exercise
restrictions, and behavioural considerations.

The total expense in respect of share based payments for the year was £98,862 (2007: £728,115), of which £60,307
(2007:£ 518,657) was recorded as an expense in the income statement and £38,555 (2007: £209,458) was capitalised
as part of deferred exploration costs.

Share options outstanding at the end of the year have the following expiry date and exercise prices:

                                                           Exercise price in                    
Expiry date                                                      £ per share                      Shares
                                                                                            2008             2007
2014                                                                     59p           1,175,000        1,175,000
2015                                                                     76p           1,830,000        1,830,000
2016                                                                   77.5p           8,210,000        8,210,000
2017                                                                   77.5p                   -          200,000
                                                                         73p          11,215,000       11,415,000
                                                                         
The  weighted average remaining contractual life of the outstanding options at 31 December 2008 was  7.2  years
(2007:8.22 years).

20. Interest bearing borrowings


                                                             Group                     Company
                                                        2008       2007          2008           2007
                                                       £'000      £'000         £'000          £'000
                                                  
Unsecured 14% fixed rate Pula bond                    13,483          -             -              -


On  4  April  2008  Messina, the Company's wholly-owned subsidiary, completed the private  placement  of  £13.6
million  (Botswana Pula 150 million) of fixed rate unsecured notes (the "Botswana Bond"). The notes  have  been
priced at 14.0 percent annual interest with a maturity of 7 years.  Due to Messina's working capital deficit at
31  December 2008, Messina is in technical breach of the Botswana Bond. As a result the Botswana Bond has  been
reclassified to current liabilities from non-current liabilities.  As part of the Natasa Financing (see Note 26
-  Subsequent Event) it is proposed that African Copper will pay to the holders of the Botswana Bond an  amount
representing  approximately  20  per cent of the amount owed to them. This payment  will  be  funded  from  the
proceeds of the Debt Facility and the Equity Placement. In addition, it is proposed that the Company will issue
to  the  holders  of  the Botswana Bond new ordinary shares at a deemed price of 3.2 pence per  ordinary  share
pursuant to the Debt for Equity Agreement in satisfaction of the balance owed to them.  Such payment and  issue
of shares will be in full and final settlement of all sums owed to the holders of the Botswana Bond.

21. Asset retirement obligations
The  Company  estimates  the  total discounted amount of cash flows required to  settle  its  asset  retirement
obligations  at 31 December 2008 is £2,426,399 (2007 - £464,078).  Although the ultimate amount to be  incurred
is  uncertain,  the independent Environmental Impact Statement, completed on the Mowana Mine by  Water  Surveys
Botswana  (Pty)  Limited in September 2006, using an assumption that mining continues to  2023,  estimated  the
undiscounted cost to rehabilitate the Mowana Mine site of 24.3 million Botswana Pula.

Under  the terms of the Mining Licence, by the end of the first financial year in which copper is produced  and
sold,  the Company must establish a trust fund to provide for rehabilitation of the Mowana Mine site  once  the
mine closes.  The Company will annually make contributions to this fund over the life of the mine so that these
capital contributions together with the investment income earned will cover the anticipated costs.  At the  end
of  each  financial year the Company will reassess the estimated remaining life of mine as well as the cost  to
rehabilitate the mine site and adjust its annual contributions accordingly.

22. Trade and other payables
                                                                 Group                        Company
                                                         2008           2007           2008             2007
                                                        £'000          £'000          £'000            £'000
Trade payables                                          7,814          1,511            161              120
Amounts due to related parties (Note 22)                    5             41              5               14
Withholding taxes                                          96            111              -                -
Accrued expenses and other payables                     5,636          4,816            188              128
                                                       13,551          6,479            354              262

23. Commitments
At 31 December 2008, commitments total to £10.1 million:



Contractual Obligations
                                                                                         2013
                                                                                          and
                                     Total      2009      2010     2011     2012   thereafter
                                     £'000     £'000     £'000    £'000    £'000        £'000
                                                                                           
                                                                                           
Goods, services and equipment (a)    2,110     2,110         -        -       -             -
                                     
                                     
Mining contract bank guarantee (b)   4,534     4,534         -        -       -             -

Exploration licences (c)               669       487        91       91       -             -
                                                                                             
Mining licence                           7         1         1        1       4             -
                                                                                             
                                                                                             
Lease agreements (d)                   344       216        87       41       -             -
                                                                                             
Asset retirement obligations (e)     2,426       161       223      302     350         1,390
                                                                                             
                                    10,090     7,509       402      435     354         1,390
                                                                              
                                                                                            
a)  The Company and its subsidiaries have a number of agreements with arms-length third parties who provide a
    wide range of goods and services and equipment. The primary commitments relate to the engineering, procurement,
    construction and management contract ("EPCM") for the construction of the flotation concentrator and related
    housing and mine facilities at the Mowana Mine.
    
b)  In respect of mining contract, the Company's subsidiary is required to obtain a bank guarantee by June
    2009 in support of certain payment obligations in the mining contract.  (See Note 10 - Other Non-Current Assets).
    
c)  Under  the terms of the Company's prospecting licences Matsitama is obliged to incur certain  minimum
    expenditures.
    
d)  The Company has entered into agreements for lease premises for various periods until 5 November 2010.

e)  The Company estimates the total discounted amount of cash flows required to settle its asset retirement
    obligations at 31 December 2008 is £2,426,399.  Under the terms of the Mining Licence, by the end of the first
    financial year in which copper is produced and sold, the Company must establish a trust fund to provide for
    rehabilitation of the Mowana Mine site once the mine closes.  The Company will annually make contributions to this
    fund over the life of the mine so that these capital contributions together with the investment income earned will
    cover the anticipated costs.  At the end of each financial year the Company will reassess the estimated remaining
    life of mine as well as the cost to rehabilitate the mine site and adjust its annual contributions accordingly.

24. Related party transactions

The  following amounts were paid to companies in which directors of the Group have an interest and were  incurred
in the normal course of operations and are recorded at their exchange amount;
                                                                                              Balance Outstanding
                                                                                                       at
                                                                                                   31 December
                                                                      2008           2007       2008         2007
                                                                     £'000          £'000      £'000        £'000
Amount  paid  to the Dragon Group, a group controlled  by  A.J.          -             23          -            9
Williams,   for   the  provision  of  fully   serviced   office
accommodation in the UK and reimbursed expenses. Contract ended
February 2007.

Amount  paid to Summit Resource Management Limited,  a  company         76             79          -            5
controlled  by  D  Jones, for the provision of  fully  serviced
office accommodation in Canada and reimbursed expenses

Amount  paid  to  Aegis Instruments, company  controlled  by  a         83            101         81           27
director   of   a  subsidiary,  in  respect  of  provision   of
geophysical and geological consulting, administration  services
and reimbursed expenses

On  1  July  2006  the Company entered into an  agreement  with        233            165          -            -
Pickax  International  Corporation ("Pickax")  to  provide  the
services of Mr. Joseph Hamilton, a director and Chief Executive
Officer  of the Company. On 12 June 2008 the Company  signed  a
Leaving  Agreement  (the "Agreement") with  Pickax  and  Joseph
Hamilton who resigned as a director and CEO of the Company  and
was  paid £173,040 (inclusive of Canadian Goods & Services Tax)
for compensation of loss of office

                                                                       392            368         81           41


Loans to Subsidiaries                                                                          
Balance 1 January 2007                                                                                    16,986
Amounts advanced to subsidiaries                                                                          37,554
Conversion of amounts advanced to equity                                                                (47,714)
Balance 31 December 2007                                                                                   6,826
Amounts advanced to subsidiaries                                                                          24,356
Conversion of amounts advanced to equity                                                                (24,356)
Impairment of loans to Subsidiaries                                                                      (6,826)
Balance 31 December 2008                                                                                     Nil

The  amounts  due from subsidiaries at 31 December 2008 have been subordinated in favour of other  creditors  of
those companies.

25. Financial instruments
The  Group's principal financial liabilities comprise trade payables, purchase contracts and accrued  expenses.
The  Group has various financial assets such as cash and cash equivalents, VAT and interest receivables,  which
arise  directly  from  its operations.  In addition, the Company's financial assets include  amounts  due  from
subsidiaries.

From  time-to-time  the  Group may use derivative transactions by purchasing copper  put  contracts  to  manage
fluctuations in copper prices in the Group's underlying business operations.  The use of derivatives  is  based
on established practices and parameters which are subject to the oversight of the Board of Directors.

All  of  the Group's and Company's financial liabilities are measured at amortised cost and all of the  Group's
and Company's financial assets are classified as loans and receivables.

The  board  of  directors  determines, as required, the degree to which it  is  appropriate  to  use  financial
instruments,  commodity contracts or other hedging contracts or techniques to mitigate risks.  The  main  risks
for  which  such instruments may be appropriate are market risk including interest rate risk, foreign  exchange
risk and commodity price risk and liquidity risk each of which is discussed below.

The  Group  and  Company's activities are exposed to a variety of financial risks, which include interest  rate
risk, foreign exchange risk, commodity price risk and liquidity risk.

(a)     Market Risk

(i)     Interest rate risk

Interest  rate  risk  is  the risk that the value of a financial instrument or cashflows  associated  with  the
instrument  will  fluctuate due to changes in market interest rates.  Interest rate risk arises  from  interest
bearing  financial assets and liabilities that the Group uses. Interest bearing assets comprise cash  and  cash
equivalents which are considered to be short-term liquid assets. Interest bearing borrowings comprise  a  fixed
rate note and variable rate vehicle lease obligations. Variable lease obligations are not considered material.

As  at  31  December  2008, with other variables unchanged, a plus or minus 1% change  in  interest  rates,  on
investments and borrowings whose interest rates are not fixed, would affect the loss for the year  by  plus  or
minus £18,000 for the year.

(ii)   Foreign exchange risk
Foreign  currency  risk  refers to the risk that the value of a financial commitment  or  recognised  asset  or
liability  will  fluctuate due to changes in foreign currency rates.  The Group is exposed to foreign  currency
risk  as  a  result  of financial assets, future transactions, foreign borrowings, and investments  in  foreign
companies denominated in Botswana Pula.

The  Group  has  not  used forward exchange contracts to manage the risk relating to financial  assets,  future
transactions  or  foreign  borrowings.   Fluctuations  in financial  assets,  future  transactions  or  foreign
borrowings  are recognised directly in profit or loss.  During 2007 and 2008 the Group purchased South  African
Rand  from  time to time to match known future South African Rand transactions relating to the development  and
construction of the Mowana Mine.


The table below shows the currency profiles of cash and cash equivalents:

                                                                   Group                          Company
                                                        2008              2007             2008             2007
                                                       £'000             £'000            £'000            £'000
Sterling                                                 509            11,903              463           10,714
Canadian Dollars                                          14                11               14               11
South African Rand                                        10             9,950                2            8,076
US Dollars                                             1,235                36              293               36
Botswana Pula                                            (9)               525                -                -
Euros                                                      4                 3                4                3
                                                       1,763            22,428              776           18,840

Cash and cash equivalents bear interest at rates based on LIBOR.

As a result of the Group's main assets and subsidiaries being held in Botswana and having a functional currency
different  than the presentation currency (note 2(d)), the Group's balance sheet can be affected  significantly
by  movements  in the Pound Sterling to the Botswana Pula.  During 2007 and 2008 the Group did  not  hedge  its
exposure of foreign investments held in foreign currencies.  There is no significant impact on profit  or  loss
from  foreign  currency  movements associated with these Botswana subsidiary  assets  and  liabilities  as  the
effective portion of foreign currency gains or losses arising are recorded through the translation reserve.

The table below shows an analysis of net monetary assets and liabilities by functional currency of group
companies:
                                          2008                                            2007
                               Sterling           Pula        Total       Sterling           Pula          Total
                                  £'000          £'000        £'000          £'000          £'000          £'000
Sterling                            225             44          269         10,657          1,206         11,863
Pula                                (2)       (21,178)     (21,180)            (3)          2,166          2,163
Canadian Dollars                   (17)              -         (17)           (52)            (1)           (53)
South African Rand                    -        (1,967)      (1,967)          8,074            277          8,351
Australian Dollars                    -            (1)          (1)              -            (1)            (1)
US Dollars                          270          (470)        (200)          1,841          (306)          1,535
Euros                                 4              -            4              3              -              3
Total                               479       (23,572)     (23,093)         20,520          3,341         23,861

Foreign currency risk sensitivity analysis:
                                                              Profit/Loss                           Equity
                                                        2008              2007             2008             2007
                                                       £'000             £'000            £'000            £'000
If there was a 10% weakening of Pula                       -                 -          (7,474)          (4,806)
against Sterling with all other variables
held constant - increase/(decrease)
If there was a 10% strengthening of Pula                   -                 -            9,134            5,874
against Sterling with all other variables
held constant - increase/(decrease)
If there was a 10% weakening of Rand                     179             (714)              179            (714)
against Sterling with all other variables
held constant - increase/(decrease)
If there was a 10% strengthening of Rand               (219)               873            (219)              873
against Sterling with all other variables
held constant - increase/(decrease)

Commodity price risk
Commodity  price risk is the risk that the Group's future earnings will be adversely impacted by changes  in  the
market  prices  of  commodities.  The Group is exposed to commodity price risk as its  future  revenues  will  be
derived  based on a contract with a physical off-take partner at prices that will be determined by  reference  to
market prices of copper at the delivery date.

From  time  to  time the Group may manage its exposure to commodity price risk by entering into put contracts  or
metal forward sales contracts with the goal of preserving its future revenue streams.

(b)     Credit risk
The  Group is exposed to credit risk on its cash and cash equivalents and other receivables as set out in Notes
11,  15  and 17, which also represent the maximum exposure to credit risk The Group only deposits surplus  cash
with well-established financial institutions of high quality credit standing.

(c) Liquidity Risk

As  at  31  December,  2008 the Company had £2.0 million in cash and cash equivalents, £1.2  million  in  other
receivables and prepayments and £13.5 million in interest bearing borrowings.

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents and the availability
of  committed credit facilities.  The Group manages liquidity risk by monitoring forecast and actual cash flows
and matching maturity profiles of financial assets and liabilities.

The  Group  commenced initiatives focused on significantly reducing costs and expenditures.  These  initiatives
included:  placing  the Mowana Mine on care and maintenance until a fundraising is completed,  terminating  the
mining  contract, curtailment of all but essential capital spending and suspension of all exploration activity,
cutting  operating  and administrative costs to the minimum to support essential operations and  negotiating  a
compromise of debts with major creditors and bondholders. The Group requires additional funding in order to pay
its  current  obligations and commence operations at the Mowana Mine.  On 16 March 2009 the Company  signed  an
agreement with Natasa to provide a short-term loan facility of US$1.5 million which is to be repaid  out  of  a
proposed  US$6.5 million private placement of ordinary shares and funds advanced to the Company pursuant  to  a
proposed US$8.5 million debt facility. See Note 26 - Subsequent Event.

Due  to  Messina's working capital deficit at 31 December 2008, Messina is in technical breach of the  Botswana
Bond  (see Note 20 -Interest Bearing Borrowings). As part of the Natasa transaction it is proposed that African
Copper  will  pay to the holders of the Botswana Bond an amount representing approximately 20 per cent  of  the
amount  owed to them. In addition, it is proposed that the Company will enter into a Debt for Equity  Agreement
in satisfaction of the balance owed to bondholders.  Such payment and issue of shares will be in full and final
settlement of all sums owed to the holders of the Botswana Bond.

During  the year ended 31 December 2008, the Group undertook a review of all mining assets in light  of  recent
economic events and associated declines in the outlook for metal prices in the near-to-mid term.

The  Group  assessed the impairment of property, plant and equipment by reference to fair value less  costs  to
sell.  The  determination  of fair value less costs to sell was based on the estimated  amount  that  would  be
obtained from sale in an arm's length transaction between knowledgeable and willing parties. This estimate  was
derived from the terms of the Natasa transaction (see Note 26 - Subsequent Event).  As a result of this  review
and  impairment  the  Company has recorded an impairment charge of £31.2 million in long-term  receivables  and
£57.2 million in investments in the Company account for receivables and investments in its subsidiaries.

                               Due or due in            Due between             Due between        Due between
Financial liabilities            less than 1                 1 to 3     3 months and 1 year             1 to 5
                                       month                 months                                      years
Trade and other payables                   -                 11,172                   1,938                441
Interest bearing                                                                                        
borrowings                            13,483
                                                                                             

Fair value of financial instruments
The fair value of the Group's and the Company's financial instruments reflect the carrying amounts shown in the
balance sheet.

26. Subsequent Events
On  16  March  2009, the Company signed an agreement with Natasa, an investment company in the  mining  finance
industry  which is listed on the Australian Securities Exchange and on AIM, to assist the Company to  meet  its
immediate  and critical working capital requirements.  Under the terms of the agreement, Natasa has  agreed  to
make  available  the Bridge Loan, to be repaid out of the Equity Placement and funds advanced  to  the  Company
pursuant  to  the Debt Facility.  The Equity Placement and Debt Facility are also proposed to  be  provided  by
Natasa.  The Bridge Loan is conditional upon the execution of security documentation over the Group's principal
assets,  and  will  be repayable no later than 15 May 2009 (the "Repayment Date").  The US$15 Million  Facility
will  be  utilised  by African Copper to settle in full its existing liabilities, settle the  Bridge  Loan  and
provide  at  least  US$3 million in working capital.  Other than the Debt Facility, following Closing,  African
Copper will have no debt.

Under  the terms of the proposed Equity Placement, Natasa has agreed in principle, subject to the agreement  of
formal  legal documentation, to subscribe for 1,581,557,998 ordinary shares at 0.30 pence per share in  African
Copper to provide aggregate gross proceeds of £4.7 million (US$6.5 million) to the Company. Following the issue
of  new ordinary shares to Creditors described below, the Equity Placement will result in Natasa holding 70% of
the enlarged ordinary share capital of the Company.  The Equity Placement will be subject to certain conditions
precedent including: African Copper shareholder approval; agreement of legal documentation in relation  to  the
Debt  Facility;  the delisting of African Copper from the Toronto Stock Exchange; and African  Copper  and  the
Company's  subsidiaries arranging with Creditors, a Debt for Equity Agreement such that the Group's liabilities
will  be  extinguished in full leaving a cash balance of at least $US3.0 million for working capital  purposes.
It  will  also be a condition of the Equity Placement and the Debt Facility that all the Directors and officers
of  the  Company  resign  and be replaced with nominees of Natasa. These nominees will  be  identified  in  the
Company's  information  circular to be sent to the Company's shareholders to convene the extraordinary  general
Meeting of African Copper in connection with the proposed Equity Placement, Debt for Equity Agreement and other
matters.

Under  the  terms  of the proposed Debt Facility, Natasa has agreed in principle, subject to the  agreement  of
formal  legal  documentation, to make available a £6.2 million (US$8.5 million) loan facility to  Messina  that
will  be  secured on the Company's principal assets. The Debt Facility will bear interest at 12% per  annum  on
funds  drawn,  and provides capital and interest repayment from cash generated by the Mowana  mine.   The  Debt
Facility will be conditional on the completion of the Equity Placement.

As  part of the Debt for Equity Agreement, it is proposed that African Copper will pay to the Creditors the sum
of  £4.3  million  (US$5.9 million) representing approximately 20 per cent of the amount  owed  to  them.  This
payment  will  be  funded from the proceeds of the Debt Facility and the Equity Placement. In addition,  it  is
proposed that the Company will issue to the Creditors 530,951,614 new ordinary shares at a deemed price of  3.2
pence  per ordinary share pursuant to the Debt for Equity Agreement in satisfaction of the balance of the £17.1
million  (US$23.7 million) owed to them.  Such payment and issue of shares will be in full and final settlement
of  all  sums owed to the Creditors and will give to the Creditors an interest of 23.5 per cent of the enlarged
ordinary share capital of the Company following the issue of shares pursuant to the Equity Placement.

Following  completion of the Equity Placement and the Debt for Equity Agreement, the Company's enlarged  issued
share capital is expected to comprise 2,259,368,569 ordinary shares to be held as set out below:

Description                         Ordinary shares*        % of total following Equity Placement

Existing shares in issue                146,858,957                                           6.5%

Shares to be issued to Creditors        530,951,614                                          23.5%

Shares to be issued to Natasa         1,581,557,998                                          70.0%

Total following Equity Placement 
 and Debt for Equity Agreement        2,259,368,569                                         100.00%
                                                    

Note:  *The Equity Placement and Debt for Equity Agreement are subject to agreement of legal documentation  and
therefore the number of shares and the price at which they may be issued is subject to change.

In  view  of  the fact that the Debt Facility and the Equity Placement are subject to the agreement  of  formal
legal  documentation, and the fact that the availability of the funds pursuant to the Debt Facility and  Equity
Placement  are  subject  to  a  number of conditions precedent, including execution  of  the  Debt  for  Equity
Agreement,  no assurance can be given that any funds will be advanced to and/or raised by the Company  pursuant
to the Debt Facility and/or the Equity Placement.

www.africancopper.com

AIM and TSX: ACU
BSE: African Copper


MANAGEMENT'S DISCUSSION AND ANALYSIS
For the Year Ended 31 December 2008


The  following management discussion and analysis ("MD&A") of the operating results and financial condition
of  African  Copper Plc ("African Copper" or the "Company") and its subsidiaries is for the year  ended  31
December  2008 compared with 31 December 2007.  The MD&A should be read in conjunction with the 31 December
2008  audited consolidated financial statements of the Company (the "Financial Statements") and the related
notes  thereto (the "Notes").  The Financial Statements have been prepared under the historical cost  basis
or  the  fair value basis for certain financial instruments and in accordance with International  Financial
Reporting  Standards  ("IFRS")  (see  Note 2: Significant Accounting  Policies).  All  amounts  herein  are
expressed in British Pounds Sterling unless otherwise indicated and the information is current to 31  March
2009.

The  scientific and technical information in this MD&A has been prepared under the supervision of Mr. James
Arthur,  FSAIMM,  the  General Manager of the Mowana Mine and a "qualified person" as defined  by  Canadian
National Instrument 43-101.

Additional information relating to the Company, including the Company's Annual Information Form, is
available at www.africancopper.com or under the Company's profile on the SEDAR website at www.sedar.com.

CURRENT POSITION

African  Copper  is incorporated in England and Wales, and its ordinary shares are tri-listed  on  the  AIM
market  of  the  London Stock Exchange ("AIM"), the Toronto Stock Exchange ("TSX") and the  Botswana  Stock
Exchange  ("BSE").  The ordinary shares trade on AIM and the TSX under the symbol "ACU",  and  on  the  BSE
under  the  symbol  "African  Copper".  African Copper is a holding company of a  mineral  exploration  and
development group of companies (the "Group").  The Group is involved in the exploration and development  of
copper deposits in Botswana and is currently developing its first copper mine at the Mowana Mine and  holds
permits  in  exploration properties at the Matsitama Project.  The Mowana Mine is  located  in  the  north-
eastern portion of Botswana and the Matsitama Project is contiguous to the southern boundary of the  Mowana
Mine. The address of African Copper's registered office is 100 Pall Mall, St James's London SW1Y 5HP.

The  results of operations for the year ended 31 December 2008 reflects a lack of working capital  required
to  maintain the Group's operations. The Group does not have sufficient cash or debt facilities to pay  its
existing  liabilities or fund future operations and therefore cannot resume operations at the  Mowana  Mine
and  Matsitama Project until funding is secured.  As a result the Group needs to negotiate debt  settlement
agreements with its bond holders and trade creditors and raise at least US$15 million of additional funding
which,  if  not raised, provides significant doubt over the Group's ability to continue as a going  concern
and  to  meet its obligations as they become due and, accordingly, the appropriateness of the  use  of  the
accounting  principles applicable to a going concern.  In response to the Group's working  capital  deficit
and  the  continued reduction in the demand and price for copper worldwide, on 21 January 2009  the  Mowana
Mine  was  placed on care and maintenance pending the finalization of negotiations to obtain the  necessary
funding.

On  16  March 2009 the Company announced that it had signed an agreement with Natasa Mining Ltd. ("Natasa")
to  assist the Group to meet its immediate and critical working capital requirements.  Under the  terms  of
the  agreement,  Natasa  has  made  available  a  short-term,  interest-free,  secured  loan  facility   of
US$1.5  million  (the  "Bridge Loan"), to be repaid out of a proposed US$6.5 million private  placement  of
ordinary  shares  (the "Equity Placement") and funds advanced to the Company pursuant to a proposed  US$8.5
million  debt  facility  (the "Debt Facility").  The Equity Placement and Debt Facility  (collectively  the
"Financing")  are  subject  to a number of conditions precedent prior to closing including  African  Copper
shareholder  approval, agreement of legal documentation in relation to the Debt Facility; the delisting  of
African  Copper  from the Toronto Stock Exchange; and the Company's subsidiaries arranging debt  settlement
agreements with its bondholders and certain large creditors such that the Financing will enable  the  Group
liabilities,  other  than those arising from the Debt Facility, to be extinguished  in  full  and  allow  a
remaining  cash balance of at least US$3 million to be held by the Group.  In the event the remaining  cash
balance  is  US$2.5 million (and not US$3 million), the amount of the Debt Facility will  be  increased  to
US$9.5 million and the amount of the Equity Placement will be reduced to US$6.0 million.  In the event that
the  remaining  cash balance falls between US$3 million and US$2.5 million, the amounts referred  to  above
will  be  adjusted on a pro rata basis.   The Group's ability to continue as a going concern  is  dependent
upon its ability to complete the Financing, re-commence operations at the Mowana Mine and generate positive
cashflows  from such operations.  Following the completion of the Financing, the mine plans at Mowana  will
be  reviewed in order to optimize these and the Directors anticipate that further funding will be  required
before  production may be recommenced at the Mowana Mine.  The Directors expect that such funding  will  be
provided by Natasa but the terms of any further funding will be subject to separate commercial negotiations
between  the Company and Natasa once the mine plans have been completed and the timing and amount  of  such
funds required is known.

It  is a condition of the Financing that all the Directors and officers of the Group resign and be replaced
with  nominees of Natasa.  In addition, all positions of existing staff of the Group will be made redundant
except  those  positions  as  set out in writing by Natasa at closing. The  Company's  current  broker  and
nominated  adviser, Numis Securities Limited ("Numis"), has expressed its intention to resign at  the  same
time  as  the  Company's  existing Directors step down from the Board if  the  proposals  with  Natasa  are
completed.  The Company anticipates being able to find a new nominated adviser to replace Numis.   However,
should the Company be unable to appoint a new nominated adviser to replace Numis at the relevant time,  the
Company  would be suspended from trading on AIM until a new appointment occurs.  If no such appointment  is
made within one month, the Company's AIM quotation would be cancelled.

Under  the  terms  of  the  proposed Equity Placement, Natasa has agreed  in  principle  to  subscribe  for
1,581,557,998 ordinary shares at 0.30 pence per ordinary share in African Copper to provide aggregate gross
proceeds £4.7 million (US$6.5 million).  As part of the debt settlement agreements with the bondholders and
certain  large  creditors,  namely  Moolman Mining Botswana (Pty) Ltd  ("Moolman")  and  the  Group's  EPCM
contractors,  (the "Creditors") it is proposed that the Group will pay to the Creditors  the  sum  of  £4.3
million  (US$5.9 million) representing approximately 20 per cent of the amount owed to them.  This  payment
will  be  funded  from  the  Financing.  In addition, it is proposed that the Company  will  issue  to  the
Creditors 530,951,614 new ordinary shares at a deemed price of 3.2 pence per ordinary share (the "Debt  for
Equity  Agreement")  in  satisfaction  of the £17.1 million (US$23.7  million)  owed  to  them.   Following
completion  of  the  Financing,  the  Company's enlarged issued  share  capital  is  expected  to  comprise
2,259,368,569 ordinary shares to be held as set out below:


Description                                         Ordinary shares          % of total following Equity
                                                                                               Placement
Existing shares in issue                                 146,858,957                                6.5%
Shares to be issued to Creditors                         530,951,614                               23.5%
Shares to be issued to Natasa                          1,581,557,998                               70.0%
Total  following  Equity Placement  and  Debt          2,259,368,569                             100.00%
for Equity Agreement


In  view of the fact that 1,581,557,998 of the new ordinary shares to be allotted to Natasa are proposed to
be  issued  at  a price which would otherwise represent a discount to their nominal value of 1p  per  share
(which is not permitted by English law), it is proposed that each of the Company's existing shares are sub-
divided  into  one  ordinary share of 0.1p each and one deferred share of 0.9p each.   Following  the  sub-
division, each existing shareholder of African Copper will (prior to the issue of the new ordinary  shares)
hold  the  same proportion of the issued ordinary share capital of the Company as it did prior to the  sub-
division.  Each sub-divided ordinary share will carry the same rights as each existing share.  The deferred
shares created by the sub-division will in effect be worthless.

Outlook

Due to the severe reduction in the demand and price for copper worldwide during the fourth quarter of 2008,
delays in shipping first concentrate resulting from the delays in commissioning of the Mowana Mine, and the
current  market  volatility  and  uncertainty, African Copper has been  unable  to  generate  the  cashflow
anticipated and obtain the required working capital finance for continued operations.

As  a  result,  commencing  during  the  fourth quarter of 2008,  the  Company  implemented  the  following
initiatives to reduce costs and conserve cash including:

1. Exercise Put Options - the Company exercised and sold all of its copper put options generating
proceeds of £3.3 million (US$4.75 million). The proceeds were used to partly fund the Company's working
capital requirements.

2. Suspend Mining Operations - at the beginning of the fourth quarter management commenced
negotiations with the Group's mining contractor, Moolman, for a suspension of operations. As part of the
debt settlement agreement with Moolman (as described in Point 7 below) the Company negotiated a termination
of the Moolman mining contract.

3. Uitlizing Ore Stockpiles - processing ore from the existing ore stockpile which allowed production
during reduced mining activity.

4. Curtailment of Capital Projects and Exploration - only funding essential capital projects and
suspending all exploration activity.

5.Cutting Costs - reviewing and reducing operating and administrative costs to support essential
operations.

6.Care and Maintenance - on 21 January 2009 the Mowana Mine was placed on care and maintenance
pending completion of a financing.

7.Negotiations with Creditors - management commenced negotiations with the Creditors regarding a
compromise of debts agreement.  As part of the Financing it is proposed that African Copper will pay to the
Creditors the sum of £4.3 million (US$ 5.9 million) representing approximately 20 per cent of the amount
owed to them.  This payment will be funded from the proceeds of the Financing.  In addition it is proposed
that the Company will issue to the Creditors 530,951,614 new ordinary shares at a deemed price of 3.2 pence
per ordinary share in satisfaction of the balance of the £17.1 million  (US$ 23.7 million) owed to them.

In  addition to these initiatives, the Directors have aggressively pursued financing alternatives  for  the
Company  over  the  past  seven (7) months and have held advanced discussions  with  a  number  of  finance
providers.  Having regard to the requirements of the Creditors, the Directors determined that the  proposed
terms of investment by Natasa were the best terms available to the Company.  In deciding to enter into  the
Bridge  Loan  and the proposed arrangements with Natasa in preference to other possible options  available,
the Board has, in view of the Company's financial position, been advised that it must primarily have regard
to  the  interest  of the Group's creditors, rather than the interests of the Company's shareholders.   The
Creditors  indicated  that  the proposed transaction with Natasa was preferred  by  them  above  the  other
possible options.  If the Company is unable to complete the proposed transaction with Natasa, the Directors
believe  the  Company  will  be unable (in the absence of immediate alternative funding)  to  avoid  formal
insolvency  proceedings,  and  in such event it is unlikely that there will be  any  assets  available  for
distribution to shareholders.

Mining

During the fourth quarter management focused on limiting mining volumes in order to conserve cash.  By  the
end  of  December 2008 the Company was successful in fully suspending the mining contract with Moolman  and
substantially all of the demobilization of Moolman's equipment was complete. Interim arrangements were  put
in  place  with  a smaller local contractor in early 2009 to accommodate stockpile drawdown management  and
ongoing crusher feed requirements.

Processing

Following  the  first  shipment of copper concentrate that was dispatched at the end  of  October,  further
production  delays  were experienced as a result of, among other things, lack of spare  parts  due  to  the
Company's  working capital deficit and unexpected equipment failures. These delays resulted  in  production
shortfalls  during  the quarter from the copper in concentrate production forecast of  approximately  1,500
tonnes to 270 tonnes.

A  total  of  115,000 tonnes of ore were milled at the Mowana processing facility at a head grade  of  1.1%
copper against a planned target of 235,000 tonnes at a head grade of 1.8% copper.

Despite  demonstrating  the  ability to achieve and on certain occasions  exceed  budgeted  capacity,  mill
throughput  was severely constrained by the inability to provide sufficient mill feed due to low mechanical
availability of primary and secondary crushing circuits.

During  the fourth quarter progress was made in balancing and tuning the floatation circuit. Despite  these
efforts  recoveries were below planned levels, this being attributed to unstable feed conditions associated
with crusher problems, and secondly a higher than planned oxide content ratio in the feed to the mill.

During  January 2009 the floatation circuit began to show signs of stabilizing and an improvement in copper
recoveries  was  noted.  Various  reagent test work was carried out during  December  2008  indicating  the
potential for an improvement in copper recoveries.  This test work is being followed up and will be trialed
at plant scale level following the restart of operations.

THE OUTLOOK FOR COPPER

Since  the  beginning  of  the  third quarter, the copper market has been steadily  weakening  from  around
$US7,000/t  to current levels of around $US3,900/t. This has been due to a slowdown in demand, particularly
from  China,  as well as the general global economic conditions. Industry commentators are predicting  that
the copper price will remain weak in the near term.

MATSITAMA

Activities  during the fourth quarter of 2008 focused on prospecting, mapping and fill-in soil sampling  at
100m  line-spacing as previous work was completed at 300m and 400m line-spacing. Final reports on the  high
priority  prospects  were  completed during the fourth quarter.  In line with  the  market  conditions  and
managements  need  to aggressively reduce overheads, exploration activity was curtailed  at  the  Matsitama
Project  with  the  majority of the exploration team retrenched.  Opportunities  exist  for  joint  venture
associations and these are currently being investigated with interested parties.

KEY POINTS FOR THE QUARTER

- Financial results for the fourth quarter of 2008 were impacted by one-off charges totalling £57.6 
  million as a result of:
  
a. Provision for impairment of assets at the Company's Mowana Mine of £50.8 million;
b. A write-down of £1.3 million in the value of deferred exploration at the Mowana Mine;
c. A write-down of £5.5 million in the value of deferred exploration at the Matsitama Project;
d. Severance payments and demobilization costs were incurred as the result of the suspension and
ultimate termination of the Moolman mining contract.

- Quarterly production of 270 tonnes of copper produced in concentrate compared to budget of 1,500 tonnes.

- Net loss of £56,907,340 (39.05p per share) compared to a £146,811 (0.11p per share) loss in the
fourth quarter of 2007.

- Negative cashflows from operating activities, before working capital movements, of £643,000
compared to £1,413,129 in the fourth quarter of 2007.

- Copper put options exercised and sold generating proceeds of £3.3 million (US$4.75 million).

- Mowana Mine experienced a lack of working capital required to maintain operations and experienced
production delays as a result of, among other things, lack of spare parts due to this lack of working
capital and unexpected equipment failures.

- Mining operations suspended with negotiations to terminate 5-year mining contract completed.

- Suspension of concentrate production and initiation of a care and maintenance program at the
Mowana Mine in January 2009.

NEAR TERM OBJECTIVES

- Addressing the Group's working capital deficit by completing the Financing with Natasa.

- Following successful completion of the Financing with Natasa, Natasa has advised they will deploy
  an experienced team of senior mining professionals with the goal of reviewing and optimizing the financial
  performance from the Group's assets.  As well as identifying the best mining methods and processing
  parameters to maximise short and longer term potential of the Mowana Mine, the team will be tasked to
  evaluate cost-effective expansion of plant throughput capabilities beyond the 25,000 tonnes per annum
  copper output envisaged in the current African Copper five year plan. If the Company is unable to complete
  the proposed transaction with Natasa, the Directors believe the Company will be unable (in the absence of
  immediate alternative funding) to avoid formal insolvency proceedings, and in such event it is unlikely
  that there will be any assets available for distribution to shareholders,

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires the Company to select from possible alternative accounting
principles,  and  to  make  estimates and assumptions that determine the reported  amounts  of  assets  and
liabilities  at  the balance sheet date, and reported costs and expenditures during the  reporting  period.
Significant  estimates and assumptions include those related to the recoverability of  mineral  properties,
estimated  useful  lives  of  capital  assets,  stock  compensation  and  financial  instruments  valuation
assumptions and determination as to whether costs are expensed or deferred.  While management believes that
these estimates and assumptions are reasonable, actual results could vary significantly.  A summary of  the
critical accounting estimates is listed below.

Resource Properties, Deferred Exploration and Mine Development Costs:
Exploration  and  evaluation  costs  arising  following the  acquisition  of  an  exploration  licence  are
capitalised  on  a  project-by-project  basis,  pending determination  of  the  technical  feasibility  and
commercial viability of the project.  Upon demonstration of the technical and commercial feasibility  of  a
project, any past deferred exploration and evaluation costs related to that project will be reclassified as
mine development and infrastructure.

Capitalised  deferred  exploration expenditures are reviewed for impairment losses at  each  balance  sheet
date.  In the case of undeveloped properties, there may be only inferred resources to form a basis for  the
impairment  review.  The  review  is  based  on a status report  regarding  the  Company's  intentions  for
development  of  the  undeveloped property.  The Company may periodically revise  its  valuation  based  on
additional  exploration results and determine that the carrying value of the property on the balance  sheet
is  impaired.  When such a change in estimate is made, there may be a material effect on the balance  sheet
and income statement.

Based  on  the  fact that the Board approved development of the Mowana Mine in September 2006 the  deferred
exploration costs incurred to date on Mowana were reclassified as mine development and infrastructure costs
and  future  general and administrative costs expensed.  The assessment of the carrying value involves  the
study  of  geological  and economic data (including resource estimates) and the reliance  on  a  number  of
assumptions.   These estimates of resources may change based on additional knowledge gained  subsequent  to
the  assessment.  This may include additional data available from the continued development  activities  of
the  Mowana Mine Project, actual production data when available or the impact of economic factors  such  as
changes  in the price of copper or the cost of construction and development costs or the cost of components
of production.

Due to the severe reduction in the demand and price for copper worldwide during the fourth quarter of 2008,
delays  in  shipping  first concentrate resulting from delays in commissioning the  Mowana  Mine,  and  the
current  market  volatility  and  uncertainty the Group has  been  unable  to  achieve  and/or  obtain  the
anticipated cashflow required to finance its working capital requirements for continued operations.   Long-
lived  assets  must be tested for recoverability whenever events or changes in circumstances indicate  that
the carrying amounts may not be recoverable.  During the year ended 31 December 2008, the Company undertook
a  review of all mining and deferred exploration assets in light of recent economic events, the decline  in
copper  prices  and the impact on the Company's near-to-midterm business plan and ability  to  finance  its
working capital deficit.  The Company assessed the impairment of property, plant and equipment by reference
to  fair  value  less costs to sell. The determination of fair value less costs to sell was  based  on  the
estimated amount that would be obtained from sale in an arm's length transaction between knowledgeable  and
willing parties. This estimate was derived from the terms of the Natasa transaction.

For  the  year  ended 31 December 2008 the provision for impairment of long-lived assets of  £99.2  million
relates to:
- Mowana Mine property, plant and equipment of £92.4 million
- Mowana Mine deferred exploration of £1.3 million
- Matsitama Project deferred exploration of £5.5 million

Asset Retirement Obligations:
Asset  retirement  obligations are future costs to retire an asset including dismantling,  remediation  and
ongoing  treatment and monitoring of the site.  The liability is accreted over time through period  charges
to the Consolidated Income Statement.  In addition, the asset retirement cost is capitalised as part of the
asset's  carrying value and amortized over the asset's useful life.  Subsequent to the initial  recognition
of  the asset retirement obligation and associated asset retirement cost, changes resulting from a revision
to  either timing or amount of estimated cash flows are prospectively reflected in the year those estimates
change.

The  Company  estimates the total discounted amount of cash flows required to settle its  asset  retirement
obligations at 31 December 2008 is £2,426,399.  The estimate is based on the anticipated seven  year  open-
pit  mine  life,  Botswana inflation of 13% and a discount factor of 14% being the coupon on  the  Botswana
interest  bearing  borrowings.  Although the ultimate amount to be incurred is uncertain,  the  independent
Environmental  Impact Statement, completed on the Mowana Mine by Water Surveys Botswana  (Pty)  Limited  in
September  2006,  using  an assumption that mining continues to 2023, estimated the  undiscounted  cost  to
rehabilitate the Mowana Mine site of 24.3 million Pula (£2.2 million).

Under  the terms of the Mining Licence, by the end of the first financial year in which copper is  produced
and  sold,  the Company must establish a trust fund to provide for rehabilitation of the Mowana  Mine  site
once  the mine closes.  The Company will annually make contributions to this fund over the life of the mine
so  that  these capital contributions together with the investment income earned will cover the anticipated
costs.   At the end of each financial year, the Company will reassess the estimated remaining life of  mine
as well as the cost to rehabilitate the mine site and adjust its annual contributions accordingly.

Derivative Financial Instruments:
The  Company uses derivative financial instruments, in particular copper put contracts, to manage financial
risks  associated  with  their  underlying  business activities and  the  financing  of  those  activities.
Derivative  financial instruments are measured at their fair value. Financial assets  and  liabilities  are
recognised  on  the balance sheet when the Company has become party to the contractual obligations  of  the
instrument.  Derivative financial instruments, which are not effective hedges, are measured at fair  value,
with  the  movement  in fair value being recognized in the consolidated income statement  for  the  period.
Movements  in the fair value of derivative financial instruments which are considered effective hedges  are
recognised directly in equity.

Share Based Payments:
The  Company  is  required to charge the Consolidated Income Statement with the fair value of  the  options
issued.  This calculated charge amount is not based on historical cost, but is derived based on assumptions
input  into  an  option pricing model. The model requires that management make several  assumptions  as  to
future  events,  including: an estimate of the average future hold period of issued  stock  options  before
exercise,  expiry  or  cancellation; future volatility of the Company's share price in  the  expected  hold
period  (using  historical volatility as a reference); and the appropriate risk-free rate of interest.  The
resulting value calculated is not necessarily the value of which the holder of the option could receive  in
an  arm's length transaction, given there is no market for the options and they are not transferrable.  The
value  derived  from the option pricing model is highly subjective and dependent entirely  upon  the  input
assumptions made.  The fair value of the option is either expensed or capitalised as a deferred exploration
cost depending on the nature of the employee services received.

OVERALL FINANCIAL PERFORMANCE FOR FISCAL 2008
The  Company  recorded a net loss for fiscal 2008 of £102,708,984 (70.47p), compared with  a  net  gain  of
£117,409 (0.09p) in fiscal 2007.   Due to the severe reduction in the demand and price for copper worldwide
during  the  fourth  quarter  of  2008,  delays in shipping first  concentrate  resulting  from  delays  in
commissioning  the Mowana Mine, and the current market volatility and uncertainty African Copper  has  been
unable  to  achieve the anticipated cashflow and obtain the required working capital finance for  continued
operations.   Long-lived  assets  must  be  tested  for  recoverability  whenever  events  or  changes   in
circumstances indicate that the carrying amounts may not be recoverable.  During the year ended 31 December
2008,  the  Company  undertook a review of all mining and deferred exploration assets in  light  of  recent
economic events, the decline in copper prices and the impact on the Company's near-to-midterm business plan
and ability to finance its working capital deficit.  The Company assessed the impairment of property, plant
and equipment by reference to fair value less costs to sell. The determination of fair value less costs  to
sell  was  based  on  the estimated amount that would be obtained from sale in an arm's length  transaction
between knowledgeable and willing parties. This estimate was derived from the terms of the Financing.

For  the  year  ended 31 December 2008 the provision for impairment of long-lived assets of  £99.2  million
relates to:
- Mowana Mine property, plant and equipment of £92.4 million
- Mowana Mine deferred exploration of £1.3 million
- Matsitama Project deferred exploration of £5.5 million

As  evidenced  in the following table, the increased loss during the current year compared to the  previous
year  was  primarily  the  result of the impairment provisions discussed above  together  with  lower  bank
interest   receivable,  higher  Botswana  administration  costs,  increased  professional  fees,  inventory
adjustment,  foreign  exchange losses and interest and related fees in respect  of  the  Botswana  Bond  as
described below under the heading Interest Expense.

                                                                    Year ended                       Year ended
                                                              31 December 2008                      31 December
                                                                             £                             2007
                                                                                                              £
Bank interest receivable                                           (1,359,176)                      (2,986,190)
                                                                                                               
Corporate G&A, consultants, salaries and benefits                      714,566                          815,575
Botswana G&A, consultants, salaries and benefits                     1,125,977                          510,242
Insurance                                                               33,477                          106,141
Directors' fees                                                         57,100                           67,800
Investor relations and Public company administration                   230,465                          192,981
Travel, accommodation                                                  204,570                          179,735
Professional fees                                                      550,650                          347,230
Share based compensation                                                60,307                          518,657
Fund Raising fees                                                       29,617                                -
Inventory Adjustment                                                   230,161                                -
Interest expense                                                     1,293,078                                -
                                                                     4,529,968                        2,738,359
                                                                                                               
Foreign exchange loss/(gain)                                           612,066                        (275,811)
Hedging (gain)/loss                                                  (346,670)                          406,231
Impairment of property, plant and equipment                         92,438,345                                -
Impairment of deferred exploration                                   6,834,451                                -
                                                                                                               
Net  loss/(gain)                                                   102,708,984                        (117,409)


Bank interest receivable:
Bank  interest receivable for fiscal 2008 decreased to £1,359,176 from £2,986,190 in fiscal 2007. The lower
bank  interest receivable related to lower average cash balances and interest rates throughout the  current
year  compared  to  the  previous year as funds continued to be utilized for the Mowana  Mine  construction
programme.

Corporate general and administration, consultants, salaries and benefits:
During  fiscal  2008,  the  Company incurred a total of £714,566 (2007: £815,575)  in  corporate  salaries,
general and administrative expenses.

Botswana general and administration, salaries and benefits:
During  fiscal 2008, Botswana general administration and salary costs increased to £1,125,977  compared  to
£510,242  for  the  same  period in 2007. The increase reflects additional costs with  respect  to  people,
infrastructure  and systems required to support the planned commencement of commercial  production  at  the
Mowana Mine during 2008.

Insurance:
The  insurance  expense for fiscal 2008 reflected the cost of directors' and officers'  insurance  for  the
year.   The insurance cost for the comparative fiscal 2007 of £106,141 included the cost of directors'  and
officers'  insurance in addition to £20,727 for insurance advisory and review costs incurred  in  reviewing
the suitability and amount of the Mowana Mine construction and delay insurance coverage.

Investor relations and public company administration:
Investor  relations  costs increased to £230,465 compared with £192,981 in 2007. The  increase  related  to
costs paid to third-party investor relations firms and related travel.

Professional fees:
Professional fees increased to £550,650 in fiscal 2008 compared to £347,230 in fiscal 2007. The increase in
costs  was related to three primary reasons: (1) increased legal fees (2) internal control review completed
by an independent consultant as part of compliance with Canadian securities regulations (3) costs paid to a
third  party  consulting  firm  which  provided organizational systems  design,  reporting  structures  and
implementation services for the Mowana Mine.

Share-based compensation:
Share based compensation expenses of £60,307 (2007: £518,657) are non-cash expenses and reflect the derived
value  of  stock  options  vested during the year.    During fiscal 2008 no  options  were  granted  (2007:
200,000).   The  fair value calculated of stock options when granted is amortized to the  Income  Statement
over the period in which the options vest.

Interest Expense:
On  4  April  2008,  Messina Copper (Botswana) (Pty) Ltd ("Messina"), the Company's 100% owned  subsidiary,
completed  the  placing of Pula 150.0 million (£11.85 million) notes with local Botswana institutions  (the
"Botswana Bond").  The Botswana Bond is denominated in Pula and is an unsecured fixed rate note that  bears
interest  at  14.0% per annum and has a bullet maturity in 7 years.   A fee of 2% (£250,286) of  the  total
principal amount of the Botswana Bond was paid to the placing agents and was capitalized as a reduction  of
Interest  Bearing  Borrowings. Interest expense on the Botswana Bond for the year ended 31  December  2008
totalled £1,293,078.

Hedging gain:
In  an  effort  to  assist in funding the Company's working capital requirements on 12  November  2008  the
Company  exercised and sold all of its outstanding put options generating total proceeds  of  £3.3  million
(US$4.75 million). Based on the put exercise price of $US3.00 per pound the Company realized a hedging gain
of £346,670.  Hedging losses had previously been recognized during fiscal 2007 and the nine months ended 30
September 2008 when copper was trading in excess of the put exercise price of $US 3.00 per pound.   In  May
2007  African Copper purchased copper put options for up to 5,850 tonnes of copper at an exercise price  of
US$3.00/lb,  divided evenly over the period April 2008 to December 2008, which equates to  650  tonnes  per
month over the nine month period (the "2007 Puts").

Foreign exchange:
During fiscal 2008, the Company recorded a foreign exchange loss of £0.6 million compared to a gain of £0.3
million  in  fiscal 2007.  The Company has foreign currency exposure with respect to items  denominated  in
foreign  currencies.  The Company holds and transacts business in multiple currencies, the most significant
of  which  are  British Pounds Sterling ("Sterling"), Botswana Pula ("Pula"), South African Rand  ("Rand"),
Canadian Dollar and US Dollar.

The  £612,066  foreign  exchange loss recorded for the year ended 31 December 2008  was  primarily  due  to
foreign exchange losses incurred during the first quarter of 2008 on foreign currency cash balances of Rand
held  to  finance planned Rand denominated expenditures for the Mowana Mine development.  During  the  year
ended 31 December 2008 the Rand strengthened relative to Sterling.  Based on rates provided by the Bank  of
England  the  Rand/Sterling  exchange rate at 31 December 2007 was 13.60140  compared  to  13.29060  at  31
December 2008.

The Pula is considered the functional currency for the Company's Botswana subsidiaries. Accordingly, assets
and  liabilities  of  the Botswana subsidiaries are translated into Sterling using the  exchange  rates  in
effect  at  the balance sheet dates. Translation gains and losses are included in a separate  component  of
shareholders'  equity. During fiscal 2008 the foreign exchange translation gain recognized in shareholders'
equity  was  £6.6 million compared to the translation loss of £1.2 million during fiscal 2007. During  2008
the  Pula  strengthened relative to Sterling.  Based on rates provided by the Stanbic Bank of Botswana  the
Pula/Sterling exchange rate at 31 December 2007 was 12.0023 compared to 11.0270 at 31 December 2008.

OVERALL FINANCIAL PERFORMANCE FOR THE THREE MONTHS ENDED 31 DECEMBER 2008

For  the  quarter  ended 31 December 2008, the Company recorded a net loss of £56,907,340 (2007:  net  loss
£146,811) or 39.05p per share (2007: 0.11p per share).

As  described  above  under  the heading Overall Financial Performance for  2008  the  Company  recorded  a
provision during the fourth quarter of 2008 for the impairment of long-lived assets of £57.6 million during
the fourth quarter of 2008.

This impairment provision relates to:
- Mowana Mine property, plant and equipment £50.8 million
- Mowana Mine deferred exploration of £1.3 million
- Matsitama Project deferred exploration of £5.5 million

As  evidenced in the following table, the increased loss during the fourth quarter of 2008 compared to  the
previous year's quarter was primarily the result of the impairment provision related to the Mowana Mine and
Matsitama  Project  together  with lower bank interest receivable, higher  Botswana  administration  costs,
increased professional fees, inventory adjustments, higher foreign exchange losses and interest and related
fees in respect of the Botswana Bond as described below under the heading Interest Expense.


                                                                  Three months               Three months ended
                                                                         ended                      31 December
                                                                   31 December                             2007
                                                                          2008                                £
                                                                             £
Bank interest receivable                                              (59,300)                        (701,279)
                                                                                                               
Corporate G&A, consultants, salaries and benefits                      127,211                          205,135
Botswana G&A, salaries and benefits                                    311,833                          203,891
Insurance                                                                8,264                            9,899
Directors' fees                                                         11,650                           16,950
Investor relations and  public company administration                   33,547                           31,875
Travel, accommodation                                                   36,645                           66,476
Professional fees                                                      172,689                          160,152
Share based compensation                                               (1,117)                           54,140
Depreciation                                                                 -                         (53,484)
Fund Raising fees                                                       29,617                                -
Inventory Adjustment                                                   230,161                                -
Interest expense                                                       446,999                                -
                                                                     1,407,499                          695,034
                                                                                                               
Foreign exchange gain                                                (223,981)                        (253,175)
Hedging (gain)/loss                                                (1,892,278)                          406,231
Impairment of property, plant and equipment                         50,840,949                                -
Impairment of deferred exploration                                   6,834,451                                -
                                                                                                               
Net  (gain)/loss                                                    56,907,340                          146,811
                                                                                                         
Bank interest receivable:
Bank  interest  receivable for the fourth quarter of fiscal 2008 decreased to £59,300 (2007:£701,279).  The
lower  bank  interest receivable related to lower average cash balances and interest rates  throughout  the
current  year's quarter compared to the previous year's quarter as funds continued to be utilized  for  the
Mowana Mine construction programme.

Corporate general and administration, consultants, salaries and benefits:
During  the  fourth  quarter of fiscal 2008, the Company incurred a total of £127,211 (2007:  £205,135)  in
corporate salaries, general and administrative expenses.

Botswana general and administration, salaries and benefits:
During  the fourth quarter of 2008, Botswana general administration and salary costs increased to  £311,833
compared  to £203,891 for the same period in 2007. The increase reflects additional costs with  respect  to
people,  infrastructure and systems required to support the commencement of commercial  production  at  the
Mowana Mine in the fourth quarter of 2008.

Insurance:
The insurance expense for the three months ended 31 December 2008 and 2007 reflected the cost of directors'
and officers' insurance.

Investor relations and public company administration:
Investor relations and public company administration costs increased to £33,547 (2007:£31,875). The amounts
in  both  periods  related  to  costs paid to third-party investor relations  firms,  and  related  travel,
regulatory filing fees, press release distribution costs and corporate presentation material preparation.

Professional fees:
Professional  fees increased to £172,689 in the fourth quarter of fiscal 2008 compared to £160,152  in  the
fourth quarter of fiscal 2007.

Share-based compensation
Share  based  compensation  expenses for the three-month period ended 31 December  2008  of  £1,117  (2007:
£54,140)  are  non-cash expenses and reflect the derived value of stock options vested during the  quarter.
During the fourth quarter of 2008 no options were granted (2007: nil).  The fair value calculated of  stock
options when granted is amortized to the Income Statement over the period in which the options vest.

Interest Expense:
On  4  April 2008, Messina, completed the Botswana Bond.    Interest expense on the Botswana Bond  for  the
three months ended 31 December 2008 totalled £446,999.

Hedging gain
In  an  effort  to  assist in funding the Company's working capital requirements on 12  November  2008  the
Company exercised and sold the 2007 Puts generating total proceeds of £3.3 million (US$4.75 million). Based
on  the put exercise price of $US3.00 per pound the Company realized a hedging gain of £1,892,278.  Hedging
losses  had previously been recognized during fiscal 2007 and the nine months ended 30 September 2008  when
copper was trading in excess of the put exercise price of $US 3.00 per pound.

Foreign exchange:
During the fourth quarter of 2008, the Company recorded a foreign exchange gain of £223,981 compared  to  a
gain of £253,175 during the same period in 2007.  The Company has foreign currency exposure with respect to
items  denominated in foreign currencies.  The Company holds and transacts business in multiple currencies,
the most significant of which are Sterling, Pula, Rand, Canadian Dollar and US Dollar.

The Pula is considered the functional currency for the Company's Botswana subsidiaries. Accordingly, assets
and  liabilities  of  the Botswana subsidiaries are translated into Sterling using the  exchange  rates  in
effect  at  the balance sheet dates. Translation gains and losses are included in a separate  component  of
shareholders' equity. During the three-month period ended 31 December 2008 the foreign exchange translation
gain recognized in shareholders' equity was £10.4 million compared to the translation gain of £0.97 million
during  the  three-month  period  ended  31 December 2007. During the  fourth  quarter  of  2008  the  Pula
strengthened  relative  to  Sterling.   Based  on rates provided  by  the  Stanbic  Bank  of  Botswana  the
Pula/Sterling exchange rate at 30 September 2008 was 12.6581 compared to 11.0270 at 31 December 2008.

CAPITAL EXPENDITURES

The most significant ongoing investing activities during fiscal 2008 were expenditures for the development,
pre-strip  mining and construction of the Mowana Mine. In addition, capital was also spent for  exploration
programmes at the Matsitama Project and in areas surrounding the Mowana Mine.

Mowana Mine - mining development and infrastructure and mine plant and equipment

Expenditures  relating  to  construction and mining activities at the Mowana Mine  totalled  £21.9  million
during  the  three months ended 31 December 2008 and £56.9 million during the year ended 31 December  2008.
These expenditures were offset by depreciation of £412,349 and foreign exchange gains of £3,644,800 million
during  year  ended 31 December 2008.  The foreign exchange gain was the result of translating to  Sterling
the  accumulated  mining  development,  infrastructure and mine  plant  and  equipment  balances  that  are
denominated in Pula in the Botswana subsidiary accounts. (See Foreign Exchange under the Overall  Financial
Performance section of this MD&A).

Due to the severe reduction in the demand and price for copper worldwide during the fourth quarter of 2008,
delays  in  shipping  first concentrate resulting from delays in commissioning the  Mowana  Mine,  and  the
current  market volatility and uncertainty African Copper has be unable to achieve the anticipated cashflow
and obtain the required working capital finance for continued operations.  Long-lived assets must be tested
for  recoverability whenever events or changes in circumstances indicate that the carrying amounts may  not
be  recoverable.  During the year ended 31 December 2008, the Company undertook a review of all mining  and
deferred exploration assets in light of recent economic events, the decline in copper prices and the impact
on  the  Company's near-to-midterm business plan and ability to finance its working capital  deficit.   The
Company  assessed the impairment of property, plant and equipment by reference to fair value less costs  to
sell.  The determination of fair value less costs to sell was based on the estimated amount that  would  be
obtained  from sale in an arm's length transaction between knowledgeable and willing parties. This estimate
was derived from the terms of the Natasa transaction.

For  the  year  ended 31 December 2008 the provision for impairment of long-lived assets of  £99.2  million
relates to:
- Mowana Mine property, plant and equipment of £92.4 million
- Mowana Mine deferred exploration of £1.3 million
- Matsitama Project deferred exploration of £5.5 million

                                              For the Three months ended                     For the Year
                                                        31 December 2008                            ended
                                                                   £'000                 31 December 2008
                                                                                                    £'000
Balance at beginning of period:                                   41,598                           48,248
General yard and site work                                           426                            2,196
Process plant                                                      1,316                            9,807
Owners' cost                                                       1,753                            3,035
Mining                                                            10,286                           27,960
Capital WIP                                                          226                              703
Ancillary facilities                                                 159                            3,656
Share-based expenses                                                  19                               38
Housing development and other assets                               1,556                            3,993
Depreciation                                                       (167)                             (412)
Asset retirement obligation                                         280                             2,196
Foreign exchange                                                   6,016                            3,645
Impairment of property plant and                                                                         
equipment                                                        (50,840)                         (92,437)
Ending balance                                                    12,628                           12,628


Mowana Mine - deferred exploration expenditures

The  Company  spent  £168,225 (2007: £51,361) during the three months ended 31 December 2008  and  £870,998
(2007:  £385,661) during the year ended 31 December 2008 on preparing an underground pre-feasibility  study
and  exploration activities in the area surrounding the Mowana Mine in the Mowana prospecting licence area.
Exploration  work  during the period included diamond drilling at the prospect to  the  south  (within  the
structure  hosting  mineralization),  further  compilation  and  interpretation  of  geophysical   surveys,
geochemical orientation surveys and surface prospecting in the vicinity of geochemical anomalies.  For  the
three months ended and year ended 31 December 2008 an impairment charge of £1.3 million was recorded.  (See
the section above entitled Mowana Mine - Mining Development and Infrastructure and Mine Plant and Equipment
for a description of the impairment)


                                               For the Three months ended                    For the Year
                                                         31 December 2008                           ended
                                                                    £'000                31 December 2008
                                                                                                    £'000
Opening balance                                                     1,116                             413
Geological and geophysical                                              8                              63
Drilling and Assay                                                      6                             252
Underground prefeasibility                                             62                             404
Administration                                                          7                              24
Salaries                                                               32                              95
Foreign exchange                                                       53                              33
Impairment                                                        (1,284)                         (1,284)
Ending balance                                                        Nil                             Nil

Matsitama Exploration Project - deferred exploration expenditures

The  Company spent £903,146 (2007: £561,854) during the three months ended 31 December 2008 and  £1,641,019
(2007:  £1,929,312)  during  the year ended 31 December 2008 on exploration  activities  in  the  Matsitama
prospecting licence area.  The foreign exchange gain of £341,754 during the year ended 31 December 2008 was
the  result  of  translating  to  Sterling  the accumulated Matsitama  exploration  expenditures  that  are
denominated  in Pula in the Botswana subsidiary accounts (See Foreign Exchange under the Overall  Financial
Performance  section  of  this  MD&A).  For the three months ended and  year  ended  31  December  2008  an
impairment  charge  of  £5.5 million was recorded.  (See the section above entitled Mowana  Mine  -  Mining
Development and Infrastructure and Mine Plant and Equipment for a description of the impairment)


                                               For the Three months ended                  For the Year
                                                         31 December 2008                         ended
                                                                    £'000              31 December 2008
                                                                                                  £'000
                                                                                                  
Beginning Balance                                                   4,647                         3,909
Drilling                                                               27                           209
Assay                                                                  39                           249
Geophysical                                                             -                             2
Depreciation capitalized                                                -                             -
Administration                                                        295                           839
Foreign exchange                                                      542                           342
Impairment                                                        (5,550)                       (5,550)
Ending balance                                                        Nil                           Nil

SUMMARY OF ANNUAL RESULTS

The  Company  was  incorporated on 11 February 2004.  The Company's reporting currency  is  Sterling.   The
Company's  subsidiary  functional currencies include: Mortbury (Sterling),  Messina  (Pula)  and  Matsitama
Minerals  (Proprietary) Limited (Pula).  The following table sets out selected annual  information  on  the
Company, which data has been prepared in accordance with applicable IFRS:



                                                  Year ended                Year ended              Year ended
                                            31 December 2008          31 December 2007        31 December 2006
                                                   (audited)                 (audited)               (audited)
                                                         (£)                       (£)                     (£)
Interest Income                                  (1,359,176)               (2,986,190)             (1,645,501)
                                                                                                              
Operating expenses                               104,068,160                 2,868,781               3,684,505
Loss/(Profit) before tax                         102,708,984                 (117,409)               2,039,004
Loss/(Profit) after tax                          102,708,984                 (117,409)               2,100,884
Basic Loss/(Earnings) per                                                                                     
ordinary share                                        70.47p                   (0.09)p                   2.20p
Diluted Loss/(Earnings) per                                                                                   
ordinary share                                        70.47p                   (0.09)p                   2.20p
Total assets                                      16,569,362                82,908,632              69,872,753
Total liabilities                               (29,460,247)               (6,942,607)             (1,905,251)
Shareholders' equity                            (12,890,886)                75,966,025              67,967,502

The gain in fiscal 2007 compared to fiscal 2006 relates primarily to higher interest income of £3.0 million
earned  in  fiscal  2007  compared to £1.6 million in fiscal 2006 and foreign exchange  gains  of  £275,811
realized  in  fiscal  2007 compared to foreign exchange losses of £2,103,070 in fiscal  2006.   Please  see
"Overall Financial Performance for Fiscal 2008" in this MD&A for a detailed description of the fiscal  2008
loss compared to the fiscal 2007 gain.


SUMMARY OF QUARTERLY RESULTS

The  following table sets out selected financial data on the Company for the most recently completed  eight
quarters, which data has been prepared in accordance with applicable IFRS:

                                                  Q4                     Q3                 Q2                Q1
                                              31 Dec.               30 Sept.           30 June          31 March
                                                2008                   2008               2008              2008
                                                 (£)                    (£)                (£)               (£)
                                                                                                                
Interest income                             (59,300)              (244,220)          (581,024)         (474,632)
Net loss /(profit)after tax               56,907,340             43,154,703          1,591,286         1,055,656
Basic loss/(earnings) per                                                                                       
ordinary share                                39.05p                 29.69p              1.10p             0.74p
Diluted loss /(earnings) per                                                                                    
ordinary share                                39.05p                 29.69p              1.10p             0.74p


                                              Q4                   Q3                     Q2                Q1
                                          31 Dec.       30 Sept. 2007           30 June 2007     31 March 2007
                                            2007                  (£)                    (£)               (£)
                                             (£)
                                                                                                              
Interest income                        (701,279)            (795,500)              (785,736)         (703,675)
Net loss /(profit)after tax              146,811            (393,693)               (49,761)           179,234
Basic loss/(earnings) per ordinary                                                                            
share                                      0.11p              (0.28)p                (0.04)p             0.14p
Diluted loss /(earnings) per                                                                                  
ordinary share                             0.11p              (0.26)p                (0.04)p             0.14p


Please review the discussion under the heading "Overall Financial Performance for the Three Months Ended 31
December 2008" in this MD&A for an explanation of the financial results, impairment provision of the Mowana
property  plant  and  equipment and deferred exploration and exchange gains/losses and  related  period-to-
period changes for the three and twelve-month periods ended 31 December 2008.

Fluctuations  in  the  Company's  expenditures reflect increases  in  corporate  administrative  costs  and
professional  fees associated with seasonal corporate filing and regulatory activities.  Specifically,  the
increased costs related to the preparation of year-end audit files and annual meeting materials, as well as
the  impact  of  year-end  audit  adjustments to financial statements.   Other  fluctuations  in  quarterly
expenditures  relate  to  increasing  administration costs at  the  Company's  Botswana  subsidiary  as  it
anticipates commercial production commencing at the Mowana Mine.  Expenditures on additional personnel  and
infrastructure were incurred establishing finance, human resource and safety and health departments.

In  addition,  the Company maintains cash resources in foreign currencies which have resulted  in  currency
exposure with respect to items denominated in foreign currencies. In particular a foreign currency gain  of
£253,175 was recognized in the fourth quarter of 2007 and offset by a foreign currency loss of £798,123  in
the  first quarter of 2008 on fluctuations in the value of Sterling to Rand.  During the periods referenced
above  the  Company  held  Rand  to  finance planned Rand denominated  expenditures  for  the  Mowana  Mine
Development.

Other  quarterly  changes  occurred as a result of hedging losses incurred on copper  put  contracts.   Put
contracts  which  are deemed to be not effective hedges, are measured at fair value, with the  movement  in
fair value being recognized in the consolidated income statement.  During the fourth quarter of 2007 a loss
of  £406,231 was recognized and during the second and third quarter of 2008 a cumulative loss of £1,545,608
was recognized as hedging losses.


LIQUIDITY AND CAPITAL RESOURCES

At  31  December 2008, the Company had cash and cash equivalents of £1.76 million (31 December 2007 - £22.4
million) and a working capital deficit of £23.3 million compared to a positive working capital position  of
£19.7 million at 31 December 2007.  Due to Group's working capital deficit at 31 December 2008, Messina  is
in  technical breach of the Botswana Bond. As a result the Botswana Bond (totaling £13.5 million) has  been
reclassified to current liabilities from non-current liabilities.

The  Group does not have sufficient cash or debt facilities to pay its existing liabilities or fund  future
operations.   As a result the Group is seeking to raise at least US$15.0 million of additional funding  and
has  entered  into  discussions with the Creditors regarding debt compromise agreements.   The  failure  to
conclude  the  foregoing  would raise significant doubt over the Group's ability to  continue  as  a  going
concern and to meet its obligations as they become due and, accordingly, the appropriateness of the use  of
the  accounting  principles  applicable to a going concern.  In response to  the  Group's  working  capital
deficit, on 21 January 2009 the Mowana Mine was placed on care and maintenance pending the finalization  of
negotiations to obtain the necessary funding.

During  the  fourth  quarter  of  2008, the Company announced initiatives focused  on  reducing  costs  and
expenditures in order to survive in the lower copper price environment. These initiatives included: selling
all  of  the  Company's  existing copper put contracts to generate US$ 4.75 million, suspension  of  mining
operations  at  the Mowana Mine, utilizing existing ore stockpiles for processing, curtailment  of  capital
projects  and  exploration, reducing operating and administrative costs for only essential  operations  and
negotiations with Creditors regarding compromise of debt agreements.

On  16 March 2009 the Company announced that it had signed an agreement with Natasa to assist the Group  to
meet  its  immediate and critical working capital requirements.  Under the terms of the  agreement,  Natasa
made  available the Bridge Loan, to be repaid out of a proposed Equity Placement and funds advanced to  the
Company pursuant to the Debt Facility.  The Financing is subject to a number of conditions precedent  prior
to  closing including: African Copper shareholder approval; agreement of legal documentation in relation to
the  Debt  Facility;  the delisting of African Copper from the Toronto Stock Exchange;  and  the  Company's
subsidiaries  arranging debt settlement agreements with the Creditors.  The Financing will be  utilised  by
African  Copper  to  settle  in  full  its existing liabilities (including  the  proposed  debt  compromise
agreements with the Creditors), repay the Bridge Loan and provide at least US$3 million in working capital.
In  the  event  that the remaining working capital balance is US$2.5 million (and not US$3  million  stated
above),  the amount of the Debt Facility will be increased to US$9.5 million and the amount of  the  Equity
Placement will be reduced to US$6.0 million.  In the event that the remaining working capital balance falls
between  US$3  million and US$2.5 million, the amounts referred to above will be adjusted  on  a  pro  rata
basis.  Including the proposed debt compromise agreements with the Creditors (described below) the  current
Group liabilities exceed US$12.5 million (thereby providing less than US$ 2.5 million working capital)  and
there  is  no certainty the Group can arrange further debt settlement agreements with other trade creditors
to  allow  Group  liabilities to be extinguished in full and allow a remaining working capital  balance  of
US$2.5 million as described above.

As  part  of  the Financing it is proposed that African Copper will pay to the Creditors the  sum  of  £4.3
million  (US$ 5.9 million) representing approximately 20 per cent of the amount owed to them.  This payment
will  be funded from the proceeds of the Financing.  In addition it is proposed that the Company will issue
to  the  Creditors  530,951,614 new ordinary shares at a deemed price of 3.2 pence per  ordinary  share  in
satisfaction of the balance of the £17.1 million  (US$ 23.7 million) owed to them.

The  Directors  have aggressively pursued financing alternatives for the Company over the  past  seven  (7)
months  and  have  held  advanced discussions with a number of finance providers.   Having  regard  to  the
requirements  of  the Creditors, the Directors determined that the proposed terms of investment  by  Natasa
were  the  best  terms  available to the Company.  In deciding to enter the Bridge Loan  and  the  proposed
arrangements with Natasa in preference to other possible options available, the Board was, in view  of  the
Company's  financial position, advised that it must primarily have regard to the interest  of  the  Group's
creditors,  rather  than  the interests of the Company's shareholders.  The Creditors  indicated  that  the
proposed transaction with Natasa was preferred by them above the other possible options.  If the Company is
unable  to complete the proposed transaction with Natasa, the Directors believe the Company will be  unable
(in the absence of immediate alternative funding) to avoid formal insolvency proceedings.

In  view  of  the  fact that the Debt Facility and Equity Facility are subject to the agreement  of  formal
documentation,  and  the fact that the availability of the funds pursuant to the Debt Facility  and  Equity
Placement  are subject to a number of conditions precedent, including debt compromise agreements  with  the
Creditors  and  African  Copper shareholder approval, no assurance can be given  that  any  funds  will  be
advanced to and/or raised by the Company pursuant to the Debt Facility and/or the Equity Placement.

As  part of the 5-year mining contract (the "Moolman Contract") for the Mowana Mine, in August 2007 Pula 50
million  (£3.95  million) was lodged by Messina in favour of Moolman as security for Messina's  obligations
under  the  Moolman Contract.  At the request of Messina, on 29 July 2008, Moolman released such funds  and
Messina  agreed to re-instate such security by 30 June 2009 (see Contractual Obligations table below).   In
consideration for the release of such funds, Messina granted Moolman a lien over the run of mine  ore,  ore
stockpiles  and copper concentrate at the Mowana site.  As a condition to the completion of the  Financing,
debt  compromise agreements with the Creditors, including Moolman, are required to be entered into.  It  is
proposed that African Copper will pay Moolman approximately 20 per cent of the amount owed to them in  cash
and will issue to Moolman new ordinary shares in satisfaction of the balance of the 80% owed to Moolman  (a
portion  of  the  530,951,614 new ordinary shares to be issued to the Creditors).  As  part  of  this  debt
compromise with Moolman, Moolman will agree to terminate the Moolman Contract with no termination  fee  and
release the lien over the run of mine ore, ore stockpiles and copper concentrate at the Mowana Mine.
                                                                                                   
One  of  the  significant contractual obligations of the Company relates to a commitment in  respect  of  a
payment guarantee to Moolman as security for Messina's obligations under the Contract, a condition of which
will not be payable under the debt compromise agreement with Moolman.
                                                                                                   
At 31 December 2008, commitments under such agreements total £10.1 million:

Contractual Obligations                       Total       2009         2010        2011      2012           2013
                                                                                                             and
                                              £'000      £'000        £'000       £'000     £'000     thereafter
                                                                                                           £'000
Goods, services and equipment (a)             2,110      2,110            -           -         -              -
                                                                                                                
Mining contract bank guarantee (b)            4,534      4,534            -           -         -              -
Exploration licences (c)                        669        487           91          91         -              -
Mining licence                                    7          1            1           1         4              -
Lease agreements (d)                            344        216           87          41         -              -
Asset retirement obligations (e)              2,426        161          223         302       350          1,390
                                             10,090      7,509          402         435       354          1,390

(a) The  Company and its subsidiaries have a number of agreements with arms-length third  parties  who
    provide  a  wide  range  of  goods and services and equipment. The primary commitments  relate  to  the
    engineering,  procurement, construction and management contract ("EPCM") for the  construction  of  the
    flotation concentrator and related housing and mine facilities at the Mowana Mine.
    
(b) As part of the Moolman Contract in August 2007 Pula 50 million (£3.8 million) was lodged by
    Messina in favour of Moolman as security for Messina's obligations under the Moolman Contract.  At the
    request of Messina, on 29 July 2008, Moolman released such funds and Messina agreed to re-instate such
    security by 30 June 2009.  In consideration for the release of such funds, Messina granted Moolman a lien
    over the run of mine ore, ore stockpiles and copper concentrate at the Mowana site.
    
(c) Under the terms of the Company's exploration licences Matsitama is obliged to incur certain
    minimum expenditures.
    
(d) The Company has entered into agreements for lease premises for various periods until 5 November
    2010.
    
(e) The Company estimates the total discounted amount of cash flows required to settle its asset
    retirement obligations at 31 December 2008 is £2,426,399.  Under the terms of the Mining Licence, by the
    end of the first financial year in which copper is produced and sold, the Company must establish a trust
    fund to provide for rehabilitation of the Mowana Mine site once the mine closes.  The Company will annually
    make contributions to this fund over the life of the mine so that these capital contributions together with
    the investment income earned will cover the anticipated costs.  At the end of each financial year the
    Company will reassess the estimated remaining life of mine as well as the cost to rehabilitate the mine
    site and adjust its annual contributions accordingly.

At  31 December 2008, outstanding share options and underwriter's options represented a total of 11,215,000
ordinary shares issuable for maximum aggregate proceeds of £8,646,550 if and when exercised.

PROPOSED TRANSACTIONS

As described above under the Liquidity section of this MD&A, on 16 March 2009 the Company announced that it
had  signed an agreement with Natasa to assist the Group to meet its immediate and critical working capital
requirements.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet transactions.

TRANSACTIONS WITH RELATED PARTIES

The  Company  was charged £18,369 (2007 - £20,252) for the three months ended 31 December 2008 and  £75,549
(2007  -  £79,064)  for the year ended 31 December 2008 by Summit Resource Management  Limited,  a  company
controlled  by  D.  Jones, a director and the Deputy Chairman of the Company, for the provision  of  fully-
serviced office accommodation in Canada and reimbursed expenses.  Accounts payable at 31 December 2008 were
£103 (2007 - £5,288). The services are provided under a one year contract that expires on 1 September 2009.

The  Company entered into an agreement with Pickax International Corporation ("Pickax") and Joseph Hamilton
on 1 July 2006 pursuant to which Pickax agreed to cause Joseph Hamilton to provide services to the Company,
in  the  capacity of Chief Operating Officer. Pickax is a corporation controlled by Joseph  Hamilton.   The
agreement replaced an existing executive services agreement on materially the same terms and conditions and
was  subsequently amended to reflect Mr. Hamilton's appointment as Chief Executive Officer of the  Company.
On  12  June  2008 the Company signed a leaving agreement (the "Leaving Agreement") with Pickax and  Joseph
Hamilton  who  resigned  as a director and Chief Executive Officer of the Company  and  was  paid  £173,040
(inclusive  of Canadian Goods and Services Tax) as compensation for loss of office. Including  the  Leaving
Agreement  payment, the Company paid nil amount (2007: £41,200) during the three months ended  31  December
2008 and £233,000 (2007: £164,800) during the year ended 31 December 2008 to Pickax.

The Company was charged £10,747 (2007 - £nil) for the three months ended 31 December 2008 and £82,547 (2007
-  £100,646)  for  the  year  ended 31 December 2008 by Aegis Instruments, Micromine  and  MGE  Consulting,
companies controlled by Simon Bate, a director of a subsidiary, in respect of provision of geophysical  and
geological  consulting, administration services and reimbursed expenses. Accounts payable  at  31  December
2008 were £80,669 (2007 - £27,482).

These  related party transactions were in the normal course of operations and were measured at the exchange
amounts.

RISKS

The  following risk factors should be considered in assessing the Company's activities.  Should any one  or
more  of  these  risks occur, it could have a material adverse effect on the business,  prospects,  assets,
financial  position or operating results of the Company. The risks noted below do not necessarily  comprise
all  those  faced by the Company. Additional risks not currently known to the Company or that  the  Company
currently deems would not likely influence an investor's decision to purchase securities of the Company may
also impact the Company's business, prospects, assets, financial position or operating results.

Risks Associated with Working Capital Deficit and Completing the Financing

The  Group  requires immediate additional financing to meet its working capital deficit and therefore  does
not have sufficient cash or debt facilities to pay its existing liabilities or fund future operations.  The
Company's  ability to meet its obligations and continue as a going concern is dependent on its  ability  to
complete  the  Financing,  re-commence operations at the Mowana Mine  and  subsequently  generate  positive
cashflow from such operations. There can be no assurance that the Company will be successful in negotiating
and entering into the definitive Equity Placement, Debt Facility and Debt for Equity Agreements.

The  closing  of  the   Financing is subject to a number of conditions precedent including  African  Copper
shareholder  approval, agreement of legal documentation in relation to the Debt Facility; the delisting  of
African  Copper  from the Toronto Stock Exchange; and the Company's subsidiaries arranging debt  settlement
agreements with the Creditors such that the Financing will enable the Group liabilities, other than arising
from  the  Debt  Facility, to be extinguished in full and allow a remaining cash balance of at  least  US$3
million  to be held by the Group.  In the event the remaining cash balance is US$2.5 million (and not  US$3
million), the amount of the Debt Facility will be increased to US$9.5 million and the amount of the  Equity
Placement  will be reduced to US$6 million.  In the event that the remaining cash balance is  between  US$3
million and US$2.5 million, the amounts referred to above will be adjusted on a pro rata basis.

There  can  be  no  assurance that any of the conditions precedent to the Financing will be  fulfilled  and
therefore the Financing closed.  In particular:

    - The  terms of the Financing involve substantial dilution to existing shareholders.   Following
      completion of the Equity Placement, the Company's enlarged issued share capital is expected to comprise
      2,259,368,569 new ordinary shares with current ordinary African Copper shareholders owning 6.5%. In light
      of this, there can be no assurance that the shareholders of the Company will approve the Financing.
         
    - It is a condition that all Group debts, other than arising from the Debt Facility, be extinguished
      in full following the closing of the Financing and that at least a US$3.0 million cash balance (the
      "Working Capital Amount") will remain from the proceeds of the Financing following the discharge of such
      debts.  Taking account of the proposed debt compromise agreements with the Creditors (described in the
      Liquidity and Capital Resources Section of this MD&A) the current Group liabilities exceed US$12.0 million
      (thereby providing less than US$ 3.0 million working capital) and there is no certainty that the Group can
      arrange further debt settlement agreements with other trade creditors to allow Group liabilities to be
      extinguished in full and allow a remaining working capital balance of US$3.0 million as described above.
         
Should  the African Copper shareholders not approve the Financing and/or the Company is unable to  complete
the  proposed transaction with Natasa, the Company will not be able to avoid formal insolvency  proceedings
(in  the absence of immediate alternative funding), and in such event it is unlikely that there will be any
assets available for distribution to shareholders.

If  the Financing is completed, there is no assurance that the Working Capital Amount will be sufficient to
re-commence operations at the Mowana Mine and provide the Mowana Mine sufficient working capital to be able
to  generate future positive cashflow from operations.  Following the completion of the Financing, the mine
plans  at  Mowana  will  be reviewed in order to optimize these and the Directors anticipate  that  further
funding  will  be  required before production may be recommenced at the Mowana Mine.  The Directors  expect
that  such  funding  will be provided by Natasa but the terms of any further funding  will  be  subject  to
separate commercial negotiation between the Company and Natasa once the mine plans have been completed  and
the  timing  and  amount of such funds necessary is known.  Additional financing may not be available  when
needed  or  if  available, the terms of such financing might not be favourable to  the  Company  and  might
involve substantial dilution to existing shareholders.

If the Financing completes, the Company will be controlled by Natasa

In  the event that the Financing is implemented in full, Natasa will own 70 per cent. of the enlarged share
capital  of  the Company, will have security over the Company's principal asset, the Mowana Mine  and  will
control   the  Board.   Accordingly,  Natasa  will  control  the  direction  of  the  Company.    Following
implementation of the Financing, there will be no limit or restrictions on the ability of Natasa to acquire
further  shares  in the Company.  With an additional five per cent. of the ordinary share  capital,  Natasa
would  also  be  able to pass special resolutions at Shareholder meetings of the Company  and  in  practice
Natasa  is likely to be able to pass special resolutions with a shareholding of 70 per cent in view of  the
fact  that  the remaining 30 per cent. of the Ordinary Shares are unlikely to be voted in full  at  general
meetings  of  the Company.  If Natasa is able to pass special resolutions, this would mean that  it  could,
inter alia:

- change the constitution of the Company and the capital structure of the Company;
       
- issue further shares to itself at a price to be determined by Natasa which may be significantly
dilutive to Shareholders' interests;

-  dispose of the Company's assets;

-  cancel the Company's trading facility on AIM.

The Company currently depends significantly on a single project, the Mowana Mine

The  Company's  activities  are  focused  primarily on the Mowana Mine.  Any  further  adverse  changes  or
developments  affecting  this project would have a material and adverse effect on the  Company's  business,
financial condition, working capital and results of operations.

The  development  of  the  Mowana Mine into a commercial operation and its  economic  viability  cannot  be
guaranteed

The  Mowana Mine has recently been commissioned and the ramp-up into commercial production is not complete.
On  21  January  2009  the  Mowana Mine was placed on care and maintenance pending  raising  of  additional
financing to meet its working capital deficit and fund future operations.

In  general, new mining operations that are commencing commercial operations have no operating history upon
which to base estimates of future cash operating costs. For new mines such as the Mowana Mine, estimates of
mineral  resources and mineral reserves are, to a large extent, based upon the interpretation of geological
data  obtained from drill holes and other sampling techniques and feasibility studies. This information  is
used, in part, to calculate estimates of cash operating costs based upon anticipated tonnage and grades  of
ore  to  be  mined  and processed, the configuration of the ore body, expected recovery  rates,  comparable
facility and equipment operating costs, anticipated climatic conditions and other factors.

Operating costs are dependent on the costs of various reagents, supplies, spares and labour. While open pit
mining  costs can sometimes be better estimated than underground mining costs, they are also very dependent
on fuel, tyre and maintenance costs, mining rates, equipment configuration, foreign currency exchange rates
and availability of skilled labour.

There  can  be  no  assurance that the Company will re-commence commercial production or that  future  cash
operating  costs  will  equal estimates due to, among other things, actual tonnages  and  grades,  recovery
rates,  changes  in the economics, delays caused by equipment breakdown, cost overruns and availability  of
power  from  South Africa. The continued shut down of the Mowana Mine or, after commercial  production  re-
commences,  any reduction in tonnages, grades and/or recovery rates and overruns in operating  costs  could
have a material adverse effect on the Company's business, working capital and financial condition.

There  can be no assurance that the personnel, systems, procedures and controls currently operated  by  the
existing  management team or established by the new operating team after completion of  the  Financing,  as
applicable, will be adequate to support the Company's operations.

The  capital  and operating cost estimates for the Mowana Mine are estimates only and may not  reflect  the
actual capital and operating costs incurred by the Company

There  can be no assurance that the actual ore and waste mining costs, transportation and processing  costs
incurred  by  the  Company will not be greater than currently estimated.  Operating cost estimates  include
supplies  and  inputs, the cost of which the Company has little control over. These include,  but  are  not
limited  to, transportation and handling charges, the cost of fuel, the cost of electricity, labour  costs,
reagent costs, smelter charges, the price of construction materials including steel, and the cost of mining
equipment  and  spares.  A  material increase in one or more of these supplies and  inputs  may  materially
increase the actual capital and/or operating costs incurred by the Company. Any material increase may cause
the  Mowana  Mine to become economically unviable or result in additional delays in the completion  of  the
development of the project, either of which would have a material adverse effect on the Company's business,
financial condition, working capital and results of operations.

Copper  price volatility may affect the production, profitability, cash flow and financial position of  the
Company

The Company's revenues will be derived from the extraction and sale of copper concentrate. The Company sold
its  existing  put contracts on 12 November 2008 and has not entered into any further hedge  agreements  in
respect  of  copper  at this time.  Such contracts would mitigate gains and losses in situations  when  the
price  changes.   The  price of copper has fluctuated widely in recent years and has  recently  been  under
severe  pressure as the global credit crisis has impacted changes in the worldwide balance of copper supply
and  demand,  largely resulting from slower current and forecasted economic growth and weaker  consumption,
including  by China which had in the recent past supported higher copper prices due to its economic  growth
during  such  time.   The  price of copper is affected by numerous factors beyond  the  Company's  control,
including  international,  economic  and political trends, expectations  of  inflation,  currency  exchange
fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased
production due to new extraction developments and improved extraction and production methods. The effect of
these  factors on the price of copper, and therefore the current or future economic viability of the Mowana
Mine  and  any other of the Company's projects, cannot accurately be predicted. The potential profitability
of the Company is significantly affected by the price of copper and any further decreases in the prevailing
price  of  copper  for  any significant period of time would have an adverse and  material  impact  on  the
economic evaluations contained in this MD&A and on the Company's results of operations, working capital and
financial conditions, as well as the economic viability of the Company's projects.

Nominated Adviser

The  Company's current broker and nominated adviser, Numis Securities Limited ("Numis"), has expressed  its
intention  to resign at the same time as the Company's existing Directors step down from the Board  if  the
proposals with Natasa are completed.  The Company anticipates being able to find a new nominated adviser to
replace  Numis.  However, should the Company be unable to appoint a new nominated adviser to replace  Numis
at  the  relevant time, the Company would be suspended from trading on AIM until a new appointment  occurs.
If no such appointment is made within one month, the Company's AIM quotation would be cancelled.

Should  the Company's AIM quotation be cancelled as a result of not appointing a new nominated advisor  and
the  Company  de-lists from the TSX, which is a condition precedent of the Financing, then the only  public
exchange  that  the  Company's ordinary shares would be traded upon would be the Botswana  Stock  Exchange.
Liquidity on such exchange may be limited.

Future production will be subject to the normal risks of mining operations

The  Company's  future  mining operations, if re-commenced, are subject to all of  the  hazards  and  risks
normally incidental to exploration, development and the production of copper.

The  Company's future mining activities may be subject to prolonged disruptions due to weather  conditions,
hazards  such  as  unusual  or unexpected geologic formations, flooding or other  conditions  that  may  be
encountered in the drilling and removal of material. There may be a higher than normal risk of sourcing and
hiring  suitably  trained plant management, operating and maintenance staff and these  people  may  not  be
readily available in Botswana or not otherwise easily employed from within the Southern Africa region. This
situation  could also be impacted by delays in obtaining necessary work and other labour permits  to  allow
expatriate expertise to be utilized to the extent necessary.

The Company's copper concentrate will require smelting, and such smelting capacity may not be available  or
may adversely affect project economics

The production from the Mowana Mine is in the form of copper concentrate which needs to be treated at third-
party  smelters.  The  availability  of smelter capacity is not guaranteed  and  costs  of  such  treatment
including  related transportation cost to the smelter may adversely affect the economic viability  of  such
production.

The  Company  relies on key personnel and its management team and outside contractors (including  those  in
Botswana), and the loss of one or more of these persons may adversely affect the Company

The  Company's  business is dependent on retaining the services of a small number of key personnel  of  the
appropriate  calibre  as  the  business develops. The Company has entered into employment  agreements  with
certain  of  its key executives. The success of the Company is, and will continue to be, to  a  significant
extent,  dependent on the expertise and experience of the directors and senior management and the  loss  of
one or more could have a materially adverse effect on the Company.

A condition to the Financing is that all existing African Copper directors resign and positions of existing
staff  of  the  Group  will  be made redundant except those positions as set  out  in  writing  by  Natasa.
Accordingly,  no  assurance can be given that following the completion of the Financing  that  Natasa  will
maintain existing staff or appoint new staff with the requisite expertise to operate the Group's business.

Foreign  investments  and  operations are subject to numerous risks associated with  operating  in  foreign
jurisdictions

The  Company conducts its operations through foreign subsidiaries, and substantially all of its assets  are
held  in  such  entities. Accordingly any limitation on the transfer of cash or other  assets  between  the
parent corporation and such entities, or among such entities, could restrict the Company's ability to  fund
its  operations efficiently. Any such limitations, or the perception that such limitations may exist in the
future,  could  have a material and adverse impact on the Company's business, financial condition,  working
capital and operations.

In  addition, operating in foreign jurisdictions exposes the Company to the effects of political,  economic
or  other  risks,  including  changes  in  foreign  laws  (whether  arbitrary  or  not),  expropriation  or
nationalization  of  property, risks of loss due to civil strife, acts of war,  insurrection  or  terrorism
(including  the effects of such acts which occur in neighbouring states), cancellation or renegotiation  of
contracts or the inability to enforce legal rights in the foreign jurisdiction.

Government regulations may have an adverse effect on the Company

The Company, its subsidiaries, its business and its operations are subject to various laws and regulations.
The  costs  associated  with  compliance with such laws and regulations may cause  substantial  delays  and
require  significant  cash  and  financial expenditure, which may have a material  adverse  effect  on  the
Company's  business,  financial condition, working capital, results of operations, and  prospects  and,  in
particular, the development of the Mowana Mine.

The  Company's  operations  and its ability to hold various mineral rights require  licences,  permits  and
authorizations and, in some cases, renewals of existing licences, permits and authorisations  from  various
governmental  and  quasi-governmental authorities. The Company believes that  it  currently  holds  or  has
applied  for  all  necessary licences, permits and authorisations to carry on the  activities  that  it  is
currently  conducting  and  to  hold  the  mineral rights it currently  holds  under  applicable  laws  and
regulations in effect at the present time, and also believes that it is complying in all material  respects
with  the  terms  of such licences, permits and authorisations. However, the Company's ability  to  obtain,
sustain  or  renew such licences, permits and authorisations on acceptable terms is subject to  changes  in
regulations and policies and to the discretion of the applicable governmental and quasigovernmental  bodies
and  there can be no assurance that the Company will be able to obtain, sustain or renew any such licences,
permits or authorisations on acceptable terms or at all.

Currency fluctuations may adversely affect the costs that the Company incurs in its operations

Copper  is sold throughout the world, principally in US Dollars. The Company's costs are incurred primarily
in  Botswana  Pula,  and  to a lesser extent in British Pounds Sterling, South African  Rand  and  Canadian
Dollars.  Changes in the currency exchange rates of the US Dollar against the any of these  currencies  may
affect the actual capital and operating costs of the Projects and will affect the results presented in  the
Company's  financial statements and cause its financial position to fluctuate. As well,  such  fluctuations
may affect the cash flow that the Company hopes to realise from its operations. Accordingly, the Company is
exposed to exchange rate fluctuations which could have a material adverse effect on the Company's business,
financial condition, working capital, results of operations and prospects.

Further,  there  is  no  guarantee  that the Government of Botswana will not  impose  restrictions  on  the
convertibility  of and obligations to remit and convert to local currency in future. Such  fluctuations  in
foreign  currency  or restrictions on the convertibility of and obligations to remit  and  convert  to  the
currency  of Botswana could have a material adverse effect on the Company's business, financial  condition,
working capital, results of operations and prospects.

The prevalence of HIV/AIDS in Botswana may adversely impact the Company's proposed mining operations

The per capita incidence of the HIV/AIDS virus in Botswana has been estimated as being very high, according
to  public  sources.  As such, HIV/AIDS remains the major healthcare challenge faced by  Botswana  and  the
Company's  operations  in the country. If the number of new HIV/AIDS infections in  Botswana  continues  to
increase  and  if  the  Government of Botswana imposes more stringent obligations on employers  related  to
HIV/AIDS prevention and treatment, the Company's operations in Botswana and its profitability and financial
condition could be adversely affected.

Insurance and uninsured risks

Although  the  Company maintains liability insurance against certain risks in an amount that  it  considers
consistent with industry practice for a corporation in the development stage, the nature of these risks  is
such  that  liabilities could exceed policy limits or could be excluded from coverage, in which  event  the
Company  could  incur  significant  costs that could have a material  adverse  effect  upon  the  Company's
business,  financial  condition, working capital and/or results of operation.  As  well,  there  are  risks
against  which  the Company cannot insure or against which it may elect not to insure. The potential  costs
that  could be associated with any liabilities not covered by insurance which may be taken out or in excess
of  insurance  coverage  may  cause substantial delays and require significant capital  outlays,  adversely
affecting the Company's financial condition, working capital and/or results of operation.

The  Company  has little operating history and a history of losses and there can be no assurance  that  the
Company will ever be profitable

The  Group  requires immediate additional financing to meet its working capital deficit and therefore  does
not have sufficient cash or debt facilities to pay its existing liabilities or fund future operations.  The
Company's  ability to meet its obligations and continue as a going concern is dependent on its  ability  to
complete  the  Financing,  re-commence operations at the Mowana Mine  and  subsequently  generate  positive
cashflow  from  such operations. The Company has no mineral properties from which any  ore  has  ever  been
extracted  and  sold at commercial levels and its ultimate success will depend on its ability  to  generate
cash flow from producing properties in the future. The Company has not earned profits to date and there  is
no assurance that it will do so in the future.

The success of current and future exploration activities cannot be assured

Due  to the Company's working capital deficit and need to raise immediate financing all exploration on  the
Company's properties has been curtailed and the majority of the exploration team has been retrenched.   The
exploration  and  development of mineral deposits involves significant financial  risks  over  a  prolonged
period  of time, which even a combination of careful evaluation, experience and knowledge cannot eliminate.
While discovery of a mineral structure may result in substantial rewards, few properties which are explored
are  ultimately  developed  into producing mines. Major expenditure may be required  to  establish  mineral
reserves  by  drilling and to construct mining and processing facilities at a site.  It  is  impossible  to
ensure  that pre-feasibility studies or full feasibility studies on the projects or the current or proposed
exploration programmes for the Projects will ever result in the discovery of an economically viable mineral
deposit or in a profitable commercial mining operation.

Whether a copper deposit will be commercially viable depends on a number of factors, some of which are  the
particular  attributes  of the deposit, such as its size and grade, proximity to infrastructure,  financing
costs   and   governmental  regulations,  including  regulations  relating  to  prices,  taxes,  royalties,
infrastructure,  land use, importing and exporting of copper and environmental protection.  The  effect  of
these  factors  cannot  be accurately predicted, but the combination of these factors  may  result  in  the
Company's projects not being, or ceasing to be, viable, which would have a material adverse effect  on  the
Company's business, financial condition, working capital and results of operations.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents, receivables, payables and accrued
liabilities, some of which are denominated in Sterling, Pula, and Rand, United States dollars and  Canadian
dollars.  These accounts are recorded at cost which approximates their fair value at each reporting  period
end value in Sterling.  The Company experiences financial gains or losses on these accounts as a result  of
foreign  exchange  movements  against Sterling.  The Company is exposed to currency  risk  related  to  the
exploration and development expenditures on its Mowana and Matsitama projects since it settles the majority
of  these expenditures either in local currency Pula or Rand. These expenditures are negatively impacted by
increases  in  value of either Pula or Rand versus Sterling.  As mine development costs  are  incurred  and
purchase commitments made for the development of the Mowana Mine, the Company may acquire Pula and Rand  or
use derivative positions to lock in these costs in Sterling, if it believes it prudent to do so.

The Company has used copper put contracts to manage financial risks associated with its underlying business
activities.  On 12 November 2008 the Company exercised and sold the 2007 Puts generating total proceeds  of
£3.3 million (US$4.75 million). Based on the put exercise price of $US3.00 per pound the Company realized a
net  hedging gain of £346,670 for the twelve months ended 31 December 2008.  Hedging losses had  previously
been  recognized during fiscal 2007 and the nine months ended 30 September 2008 when copper was trading  in
excess of the put exercise price of $US 3.00 per pound.

In  April  2008 Messina completed the Botswana Bond as described above under the heading Overall  Financial
Performance  -  Interest Expense. The Botswana Bond is denominated in Pula and is an unsecured  fixed  rate
note  that  bears  interest at 14.0% per annum and has a bullet maturity repayment in 7 years.  Messina  is
required  to  make semi-annual interest payments on 2 April and 2 October of each year.  On 2 October  2008
the  required semi-annual interest payment was made.  Due to Group's working capital deficit at 31 December
2008,  Messina  is in technical breach of the Botswana Bond. As a result the Botswana Bond, totaling  £13.5
million, has been reclassified to current liabilities from non-current liabilities.

The  Company  has  placed its cash and cash equivalents in short-term liquid deposits or investments  which
provide interest at market rates.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING

Management  of  the Company, with the participation of the Chief Executive Officer and the Chief  Financial
Officer,  has designed a system of disclosure controls and procedures to provide reasonable assurance  that
material  information relating to financial and operational conditions impacting disclosure  for  the  year
ended  31  December  2008 is made known to them. Management of the Company, with the participation  of  the
Chief  Executive Officer and the Chief Financial Officer have, as at the December 31, 2008  financial  year
end:

(a) designed disclosure controls and procedures, or caused it to be designed under the Company's
supervision, to provide reasonable assurance that:

     (i)  material information relating to the issuer is made known to us by others, particularly during
     the period in which the annual filings are being prepared; and
     (ii)  information required to be disclosed by the issuer in its annual filings, interim filings  or
     other  reports  filed  or  submitted  by it under securities legislation  is  recorded,  processed,
     summarized and reported within the time periods specified in securities legislation; and
        
(b)  designed  Internal Controls over Financial Reporting, or caused it to be designed under the  Company's
supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

All  reasonable  controls have been implemented and are operating effectively as designed  to  prevent  and
detect any material fraud and misstatement.

Management  of  the Company, with the participation of the Chief Executive Officer and the Chief  Financial
Officer,  is  responsible for the design and operation of internal controls over financial  reporting.  The
design includes policies and procedures that:

        - Pertain to the maintenance of records;

        -  Provide  reasonable assurance that transactions are recorded accurately and  that  receipts  and
        expenditures are made in accordance with the authorizations of management and directors; and

        -  Provide  reasonable  assurance in the prevention and timely detection of  material  unauthorized
        acquisition, use or disposal of the Company's assets.

On  an  annual basis, management evaluates the effectiveness of internal controls over financial reporting.
The  Company's  internal  controls over financial reporting are designed to  provide  reasonable  assurance
regarding  the  reliability  of financial reporting and preparation of financial  statements  for  external
purposes in accordance with GAAP.

Management has used the Committee of Sponsoring Organizations of the Treadway Commission ('COSO') framework
to  assess  the  effectiveness  of  the Company's internal controls over  financial  reporting.  Management
conducted  an  evaluation of the effectiveness of internal controls over financial reporting and  concluded
that they were effective as at December 31, 2008.

During  the  year  ended  31 December 2008 there were no changes in the Company's  internal  controls  over
financial  reporting that materially affected, or are reasonably likely to materially affect, the Company's
internal controls over financial reporting and decisions regarding required disclosure.

DISCLOSURE OF OUTSTANDING SHARE DATA

The following details the share capital structure as of the date of this MD&A.


                                       Expiry date       Exercise price       Number            Number
                                                                                                      
Ordinary common shares                                                                     146,858,957
                                                                                      
Share purchase options           23 September 2014                £0.35      500,000  
                                  12 November 2014                £0.76      675,000  
                                    5 January 2015                £0.76    1,500,000  
                                    14 March  2015                £0.76       90,000  
                                  12 November 2015                £0.76      240,000  
                                     1 August 2016               £0.775    6,860,000  
                                 11 September 2016               £0.775      400,000  
                                  30 November 2016               £0.775      200,000  
                                  29 December 2016               £0.775      750,000        11,215,000
                                                                                      
FORWARD-LOOKING INFORMATION

This  MD&A  contains forward-looking information.  All statements, other than statements of historical
fact,  that  address  activities,  events  or developments  that  the  Company  believes,  expects  or
anticipates will or may occur in the future (including, without limitation, the anticipated  terms  of
the Equity Placement, the Debt Facility and the Debt for Equity Agreement and the expected results  of
completing each such transaction, including the amount of the cash balance anticipated to be  retained
by  the  Company  for  working capital purposes following the completion of the transactions  and  the
Company's  expectation  that  such amount will be sufficient to meet  the  Company's  working  capital
requirements,  the  anticipated  dilutive effect of the Equity  Placement  and  the  Debt  for  Equity
Agreement  on  the holders of ordinary shares, the Company's intention to delist the  ordinary  shares
from  the  Toronto Stock Exchange, the Company's expectation that Natasa will continue to develop  the
Mowana  mine towards commercial production following the completion of the proposed transactions,  the
anticipated  shareholder value that may result from the proposed transactions,  and  other  statements
which  are  not  historical facts) are forward-looking information.  This forward-looking  information
reflects  the current expectations or beliefs of the Company based on information currently  available
to  the  Company.  Forward-looking information is subject to a number of risks and uncertainties  that
may  cause the actual results of the Company to differ materially from those discussed in the forward-
looking information, and even if such actual results are realized or substantially realized, there can
be  no assurance that they will have the expected consequences to, or effects on the Company.  Factors
that  could  cause  actual results or events to differ materially from current  expectations  include,
among other things, the Company failing to complete the Equity Placement and Debt Facility and failing
to enter into the Debt for Equity Agreement, the amount of the cash balance anticipated to be retained
by  the  Company  for  working capital purposes following the completion  of  the  transactions  being
insufficient  for the Company's working capital requirements, the Company not being able  to  pay  any
interest owing under the Bridge Loan, as well as to repay the principal amount of the Bridge Loan,  in
the event it fails to complete the Equity Placement, Debt Facility and Debt for Equity Agreement prior
to  the  Repayment Date, the Company's failure to obtain shareholder approval and any other regulatory
approval and/or consent which may be required in order to complete the proposed transactions,  changes
in  commodity  prices and world copper markets and equity and/or debt markets, political  developments
and  risks  in  Botswana, fluctuations in currency exchange rates, inflation, changes  to  regulations
affecting  the Company's activities, uncertainties relating to the availability and costs of financing
needed in the future, the uncertainties involved in interpreting drilling results and other geological
data,  uncertainty  regarding  failure  to  convert  estimated  mineral  resources  to  reserves,  the
possibility  that  actual  circumstances will differ from the estimates and assumptions  used  in  the
mining plan for the Mowana Mine (there is no certainty that the production schedule, recoveries and/or
operating costs proposed will be achieved), the grade and recovery of ore which is mined varying  from
estimates,  the  capital  and  operating costs varying significantly from  estimates,  delays  in  the
development  of  projects  and  the other risks involved in the mineral  exploration  and  development
industry  disclosed  in  the  Company's  most  recent  annual  information  form  filed  on  SEDAR  at
www.sedar.com. All forward-looking information speaks only as of the date hereof and, except as may be
required  by applicable securities laws, the Company disclaims any intent or obligation to update  any
forward-looking  information, whether as a result of new information,  future  events  or  results  or
otherwise.   Although  the  Company believes that its expectations reflected  in  the  forward-looking
information, as well as the assumptions inherent therein, are reasonable, forward-looking  information
is  not  a guarantee of future performance and, accordingly, undue reliance should not be put on  such
information due to the inherent uncertainty therein.



FOR FURTHER INFORMATION PLEASE CONTACT:

African Copper Plc                         Numis Securities Limited (NOMAD)
Chris Fredericks                           John Harrison (Nominated Adviser)
Chief Executive Officer                    James Black (Corporate Broker)
+27 (79) 516 7122                          +44 (0) 20 7260 1000
Email: cfredericks@africancopper.com 


Brad Kipp
Chief Financial Officer
(416) 847 4866
Email:  bradk@africancopper.com


Contact Information

  • African Copper