For immediate release
22 September 2009
Niger Uranium Limited
('Niger Uranium', 'NUL' or the 'Company')
Audited Results for the year ended 31 March 2009
The Company announces its audited results for the year ended 31 March 2009. The Company will be posting a copy of the report and accounts to shareholders on or before 30 September 2009. A copy will be available from the Company's website, being www.niger-uranium.com, from Thursday 24 August 2009.
CHAIRMAN'S STATEMENT
I am delighted to present to our shareholders and stakeholders the second annual report and accounts from our company. This annual report is the first one that I have been able to deliver since my appointment as your Non-executive Chairman in February of this year.
Over the past 12 months, the world has been affected by great economic uncertainty, in part created by a collapse in confidence within the financial services sector, which has triggered a global downturn in consumption.
As with most public companies operating in the natural resources sector, the share price of Niger Uranium Limited has suffered a decline that, broadly speaking, has fallen in line with the rest of the market.
Today, I am pleased to report that our share price has recovered to be more reflective of the value of our investments, the status of our projects and the sector in which we operate.
Despite a fall in the value of most commodities during this period of global economic slowdown, the price of uranium, U3O8, has recovered relatively quickly, from a two-year low of US$38/lb to US$44/lb. This price increase reflects the increasingly positive attitude that several governments have adopted in relation to the role that nuclear energy can play in the modern world, in which the production of energy has to be undertaken with environmental concerns in mind and with the minimum of greenhouse gas emissions.
Later this year, world leaders, scientists, environmentalists, academics and policy-makers will gather in Copenhagen, Denmark, to participate in the United Nations' climate change conference, COP15. I am confident that one of the outcomes from this gathering will be to reaffirm the significant role that nuclear power has to play in the energy production sector as the world moves away from fossil fuel-generated energy to a low carbon economy.
According to the World Nuclear Association, as of June 2009, 47 nuclear reactors are under construction and proposals exist for another 282. Between 72,000 and 81,000 tonnes of U3O8 is required annually to satisfy current demand.
Over the last 12 months, your company has continued to make steady progress with regard to the development of our projects, particularly those in Niger and at the Henkries Project in the Northern Cape province of South Africa.
A full roundup of the current status of our investments and projects is set out in the Acting CEO's report.
The company's recent placement of 4,340,052 new ordinary shares raised £911,411 before expenses, equivalent to approximately US$1.5 million. The company intends to use the placing proceeds to provide additional working capital for the development of its uranium interests.
Notwithstanding our focus on projects with near-term potential, Niger Uranium continues to look for new locations, opportunities and assets to enhance our portfolio of commercially viable uranium properties.
I would like to re-affirm our strategy, which governs all of our operations: Niger Uranium will act as a pure uranium investment, exploration and mining development company, one that will move into production earnings through the development of a diverse portfolio of uranium properties. Our mandate can be summed up in five key points. We will:
Develop existing concessions and deliver cash flow as soon as possible
Expand the geographical portfolio of uranium assets by acquiring new properties with proven uranium reserves, on a standalone, earn-in, joint venture or partnership basis
Continue with the drilling and exploration programmes at our existing properties and in support of the properties in which we have an interest
Work in partnership with local communities and regulatory institutions, and pay the utmost respect to the environment and the social welfare of the citizens and communities in our respective fields of operation
Operate under a sound fiscal and corporate governance framework
At this point, I would like to thank the previous Chairman of Niger Uranium, James Mellon, for his sterling work in guiding our company from first listing to the position we are in today, a position of great potential.
I would also like to thank the board, management, our shareholders and all stakeholders for their continued support as we look forward to another busy year of activity.
David Weill
Chairman
ACTING CHIEF EXECUTIVE'S REPORT
Like most companies across the world, we have had to face the challenges presented to us by the current uncertain global economic conditions, yet, despite economic events outside our control, we have remained rigidly focused on keeping our development and investment programmes on track.
I am pleased to give you the following update of our progress over the last year.
Investment
Kalahari Minerals, Extract Resources and the Husab Uranium (Rössing South) Project, Namibia
Utilising our in-house knowledge and experience of uranium mining in Namibia, Niger Uranium decided in late February 2008 to take a strategic 15.8% investment in Kalahari Minerals, in line with our stated objective to deliver shareholder value by acquiring stakes in viable uranium mining initiatives, particularly in Africa. Kalahari Mineral's principal asset was then a 40.6% stake in Extract Resources, held via the company's subsidiary Kalahari Uranium Limited.
Extract Resources (EXT) is an Australian ASX and Toronto TSX listed uranium exploration and development company that owns and manages the Husab Uranium (Rössing South) Project, 45 kilometres northeast of Walvis Bay in Namibia.
Drilling results from the Rössing South Zone 1 property so far show a resource estimate of 145 million lbs at a grade of 449ppm U3O8, clearly demonstrating that Rössing South has the potential to be a world-class uranium mine.
Your board is pleased with the progress being made by both Kalahari Minerals and Extract Resources in respect to Rössing South and in particular with the recent mobilisation of Extract Resources' technical and managerial teams in Namibia. Increases in the share price of both of these companies has directly and indirectly added real earn-in value to your company and we look forward to Rössing South moving swiftly into the engineering, development and production stages.
Henkries Uranium, Namakwa District, Northern Cape, South Africa
The last 12 months has seen significant progress at the Henkries Project, particularly at Henkries Central and Henkries North. At Henkries North a total of 2,044 metres of drilling (109 boreholes) has been completed to date. Following an extensive drilling period, which involved sinking an additional 12 boreholes at Henkries Central (with 11 of these containing significant mineralisation) we released the maiden resource estimate for Henkries Central, following the completion of Phase-1 drilling at Henkries North. The SAMREC-compliant undiluted resources for Henkries Central of 2.97 million lbs U3O8 in the Measured and Indicated categories at an average grade of 501 ppm U3O8, and an additional undiluted 1.5 million lbs U3O8 in the Inferred category at an average grade of 294 ppm U3O8 using a cut-off grade of 100 ppm U3O8.
The board and management are delighted with these results, which confirm the presence of a large-scale uranium deposit with a favourable grade and low strip ratio. These findings are in line with the results that Anglo Operations Limited reported in its historic feasibility study for the Henkries Deposit.
We are confident that further drilling at Henkries Central and North will confirm that Henkries can eventually move to full feasibility and production.
The acquisition of the Henkries Project was subject to regulatory approval in the form of the consent of the South African Minister of Minerals and Energy (the 'Minister') as required in terms of Section 11 of the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002 (MPRD Act) pursuant to a 'change of control' occurring in respect of control of the prospecting license resulting from the acquisition. To date this approval has not yet been received and the next stage of the development of this project is subject to such approval being forthcoming.
Exploration Progress
Irhazer & In Gall, Tim Mersoi Basin, Niger
Niger remains one of the world's most important sources of uranium. Niger Uranium is amongst a group of major global uranium investors and mining companies that have investment and mining operations in the country. Investors include Areva, Cameco, China National Petroleum Corporation, China National Uranium Corporation and Korea Resources Corporation. Two mines are under construction, including the Areva-managed mine that will be the world's largest open pit uranium mine, due to commence operations in 2012. We all share a common interest in making sure the investment environment in Niger remains harmonious.
Niger Uranium holds eight prospecting licenses in Niger, covering a total area of 1,673,644 acres (6,773 square kilometres). Added together, the Irhazer, In Gall, Kamas 1, 2, 3 and 4 and Dabala 3 and 4 licenses represents one of the largest mineral property holdings in the Tim Mersoi Basin, the world's fifth most important uranium producing district.
Large-scale radon and geochemical surveys commenced on the 100% owned Irhazer licence area. The exploration team targeted an apparent repetition of the type of geological setting present at Azelik, to the west of the licence area, where a significant uranium resource is being developed. We believe that radon detection, coupled with conventional geochemistry and geological interpretation, is the best means of detecting a potential 'buried' deposit, which may be obscured due to the presence of a cover of younger sediments in the area. We await evaluation of this survey, following further exploration work on the ground in Niger, which we hope to commence later this year as and when the security situation in Niger improves sufficiently.
UrAmerica Plc
Salta & Chubut Provinces, Argentina/Paraguay/Colombia, South America
On 21 April 2008, Niger Uranium acquired an initial 20.89% holding in UrAmerica plc, a junior uranium mining company engaged in the identification, acquisition and exploration of high-quality assets in Latin America, particularly Argentina, Paraguay and Colombia. UrAmerica has a strong South American management and technical team with more than 20 years' experience in uranium exploration throughout the region.
Argentina
UrAmerica has exploration permits ('cateos') in the Chubut and Salta provinces, which cover a total surface of approximately 270,000 hectares in areas with proven uranium anomalies and existing uranium mines (the Cerro Solo mine in Chubut province and the Don Otto mine in Salta). UrAmerica has recently finalised an advanced exploration Phase II.b in Salta, concentrating on three areas thought to be the most prospective, Isonza, Cerro Tin Tin North and Las Casitas with the objective to commence drilling operations in 2009.
The independent mining and technical consultancy SRK Consulting was invited to conduct a review of the exploration activities undertaken during the Phase ll.b Salta Province Argentina programme and issued a report in June 2009. SRK has reported good potential for significant mineralisation over a widespread area at the property, evidenced by a uranium anomaly that stretches for several kilometres along the north-southwestern flank of the fold structure at Isonza and similar structures at Las Casitas and Cerro Tin Tin North. SRK issued a set of recommendations in the report that UrAmerica will follow up with in due course.
Paraguay
A 100,000-hectare area has already been granted in the Parana Basin, East Paraguay. The area contains known uranium mineralisation. CUE Resources and Wild Horse Energy have both undertaken drilling programmes in this region in the past.
Colombia
UrAmerica has filed for exploration permits covering 60,000 hectares with uranium potential in Santander Province.
Our investment in UrAmerica holds much promise and we look forward to working with UrAmerica, when called for, to provide the technical support that the company requires.
Board of Directors
There have been a number of changes to the Board of Directors over the last year. James Mellon has left his post as Non-executive Chairman and David de Jongh Weill was appointed as Non-executive Chairman. John Sanders resigned from his position as Chief Executive Officer, and Wayne Beach as Non-Executive Director, in order to focus their attention on other business interests. I would like to express my appreciation to my former board members for their services to the company. I would also like to welcome Raphael Danon, who has been appointed Non-executive Director.
I am confident that the Board of Directors we have in place will continue to work proactively to enhance the position of Niger Uranium as a dynamic force in the pan-African uranium mining sector.
Contacts:
Niger Uranium Limited
Ian Stalker, Executive Director and CEO Tel: +27 (0) 11 269-4900
Beaumont Cornish Limited Tel: +44 (0) 207 628 3396
Michael Cornish
FD
Ben Brewerton/Edward Westropp Tel: +44 (0) 20 7831 3113
Or visit the group's website at www.niger-uranium.com
Forward Looking Statements:
This press release contains statements that are 'forward-looking'. Generally, the words 'expect,' 'intend,' 'estimate,' 'will' and similar expressions identify forward-looking statements. By their very nature, forward-looking statements are subject to known and unknown risks and uncertainties that may cause our actual results, performance or achievements, or that of our industry, to differ materially from those expressed or implied in any of our forward-looking statements. Statements in this press release regarding the Company's business or proposed business, which are not historical facts, are 'forward looking' statements that involve risks and uncertainties, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Glossary of Terms:
Blasting |
A mining practice using explosives to fragment rock for the purposes of removal. |
Lbs |
Pounds, an imperial unit of mass: 1 lb is equal to 0.454 kilograms. |
Ppm |
Parts per million, equal to gram per tonne. 1 ppm = 1 gram per tonne. |
Pre-feasibility study |
An assessment of the economic viability of a potential mining project to a reasonable to high level of confidence, normally preceding a Definitive Feasibility Study. The study must consider all aspects of the project, including mine and processing plant design, waste disposal, environmental management and permitting. |
Recovery |
In this case meaning metallurgical recovery which is the proportion of the uranium that can be extracted by metallurgical processing of the ore, expressed as a percentage. |
Resource |
The term 'Mineral Resource' covers the in-situ mineralisation which has been identified and estimated through exploration/assessment and sampling; and from which Mineral Reserves may be derived by the application of technical, economic, legal, environmental, social, marketing, governmental and political factors. |
SAMREC |
South Africa's internationally accepted code for the reporting of Mineral Resources and Mineral Reserves as prepared by the SAMREC committee under the auspices of the South African Institute of Mining and Metallurgy. Historical estimates may be accurate but until verified under the current code, are termed non-code compliant or non-compliant. |
U3O8 |
Triuranium octaoxide. 1 ppm U308 = 0.848 ppm U. |
Independent Auditors' Report
To the Members of Niger Uranium Limited
We have audited the Group annual financial statements of Niger Uranium Limited, which comprise the balance sheet at 31 March 2009, and the income statement, the statement of recognised income and expense and cash flow statement for the year then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, as set out below.
Directors' Responsibility for the Financial Statements
The company's directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, these financial statements present fairly, in all material respects, the consolidated financial position of Niger Uranium Limited at 31 March 2009, and its consolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards.
KPMG Inc. Registered Auditor Per Nick van Niekerk Chartered Accountant (SA) Director 17 September 2009 85 Empire Road Parktown South Africa |
|
Consolidated balance sheet
USD'000 |
Note |
Year ended 31 March 2009 |
Period ended 31 March 2008 |
|
|||
Assets Non-current assets |
|
|
|
Plant and equipment |
7 |
508 |
564 |
Intangible assets |
8 |
4 825 |
4 825 |
Investments |
9 |
41 860 |
15 362 |
|
|
47 193 |
20 751 |
Current assets |
|
|
|
Receivables |
10 |
4 037 |
411 |
Cash and cash equivalents |
11 |
1 086 |
14 923 |
|
|
5 123 |
15 334 |
|
|
|
|
Total assets |
|
52 316 |
36 085 |
|
|
|
|
|
|
|
|
Equity and liabilities |
|
|
|
Equity |
|
|
|
Share capital and premium |
12 |
46 122 |
42 540 |
Reserves |
13 |
25 909 |
4 059 |
Accumulated deficit |
30 |
(19 968) |
(11 486) |
|
|
52 063 |
35 113 |
Current liabilities |
|
|
|
Trade and other payables |
16 |
253 |
972 |
|
|
|
|
Total equity and liabilities |
|
52 316 |
36 085 |
The financial statements were approved by the Board of Directors on 17 September 2009 and signed on its behalf by:
Gordon Cassidy
Executive Director
Consolidated income statement
USD'000 |
Note |
Year Ended 31 March 2009 |
From 21 May 2007 to 31 March 2008 |
|
|
|
|
Revenue |
|
- |
- |
|
|
|
|
Salaries and wages |
|
1 299 |
3 448 |
General and administrative expenditure |
|
2 132 |
2 421 |
Exploration and pre-feasibility expenditure |
|
967 |
449 |
Foreign exchange (gains)/losses |
|
(179) |
118 |
Impairment of financial assets |
17 |
4 299 |
4 589 |
Warrant option expense |
|
- |
789 |
Operating loss |
17 |
8 518 |
11 814 |
|
|
|
|
Net finance income |
|
(36) |
(328) |
Finance expense |
18 |
1 |
1 |
Finance income |
19 |
(37) |
(329) |
|
|
|
|
Loss before income tax |
|
8 482 |
11 486 |
Income tax expense |
20 |
- |
- |
Loss for the year |
|
8 482 |
11 486 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the company |
|
8 482 |
11 486 |
Minority interest |
|
- |
- |
Loss for the year |
|
8 482 |
11 486 |
|
|
|
|
|
|
|
|
Loss per share |
|
|
|
Basic loss per share (in US cents) |
21 |
7.8 |
13.7 |
|
|
|
|
Consolidated statement of recognised income and expense
USD'000 |
Note |
Year Ended 31 March 2009 |
From 21 May 2007 to 31 March 2008 |
|
|
|
|
|
|
|
|
Foreign currency translation differences for foreign operations |
13 |
(119) |
4 |
Net change in the fair value of available-for-sale financial assets |
9,13 |
21 588 |
- |
Income and expense recognised directly in equity |
|
21 469 |
4 |
|
|
|
|
Loss for the year |
|
(8 482) |
(11 486) |
|
|
|
|
Total recognised income and expense for the year |
30 |
12 987 |
(11 482) |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the company |
|
12 987 |
(11 482) |
Minority interest |
|
- |
- |
Total recognised income and expense for the year |
|
12 987 |
(11 482) |
Consolidated statement of cash flow
USD'000 |
Note |
Year Ended 31 March 2009 |
From 21 May 2007 to 31 March 2008 |
Cash flows from operating activities |
|
|
|
Cash flows from operating activities |
23.1 |
( 8 179) |
(2 513) |
Finance expense |
|
(1) |
(1) |
Finance income |
|
37 |
329 |
Net cash used in operating activities |
|
(8 143) |
(2 185) |
|
|
|
|
Cash flows from investing activities |
|
|
|
Additions to plant and equipment |
7 |
(251) |
(637) |
Additions to intangible assets |
8 |
- |
(4 705) |
Acquisition of financial assets |
9 |
(9 070) |
(10 186) |
Proceeds on disposal of plant and equipment |
|
45 |
- |
Net cash used in investing activities |
|
(9 276) |
(15 528) |
|
|
|
|
Cash flows from financing activities |
|
|
|
Proceeds from issue of shares |
12 |
3 582 |
34 721 |
Cost of share issues |
|
- |
(2 085) |
Net cash from financing activities |
|
3 582 |
32 636 |
|
|
|
|
Net (decrease)/ increase in cash and cash equivalents |
|
(13 837) |
14 923 |
Cash and Cash Equivalents at 1 April 2008/ date of incorporation |
|
14 923 |
- |
Cash and Cash Equivalents at 31 March |
11 |
1 086 |
14 923 |
Notes to the Consolidated Financial Statements
1. Reporting Entity
Niger Uranium Limited, formerly known as UraMin Niger Limited, (the 'Company') was incorporated in the British Virgin Islands on 21 May 2007. The name of the Company was changed, and the change registered, in the British Virgin Islands on 7 June 2007. The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange on 12 September 2007. The address of the Company's registered office is Walkers Chambers, P.O. Box 92, Road Town, Tortola, British Virgin Islands. The consolidated financial statements of the Company as at and for the year ended 31 March 2009 comprise of the Company and its subsidiaries (together referred to as the 'Group').
The Group is primarily involved in seeking out uranium mining opportunities around the world as an active investor and project developer. After its formation, the Group acquired exploration licences in the state of Niger.
2. Basis of preparation
a) Statement of compliance
The consolidated financial statement has been prepared in accordance with the International Financial Reporting Standards
(IFRS).
b) Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis except for other investments which are stated at fair value.
c) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity ('the functional currency'). These consolidated financial statements are presented in United States Dollars, which is the Company's functional currency. All financial information presented in United States Dollars has been rounded to the nearest thousands.
d) Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The Group makes estimations and assumptions concerning the future. The resulting accounting estimates will by definition, rarely equal the related actual results.
Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant risk and effect on the carrying amounts recognised in the consolidated financial statements within the next financial year, are included in the following notes:
Note 8 - intangible assets
Note 9 - fair value of available-for-sale financial assets
Note 14 - measurement of share-based payment
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these financial statements except as otherwise disclosed.
a) Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss.
Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with equity accounted investees are eliminated to the extent of the Group's interest in the enterprises. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairments.
(b) Foreign currency transactions
(i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when deferred in equity as qualifying cash flow hedges. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments, which are recognised directly in equity.
Changes in the fair value of monetary securities denominated in foreign currency classified as available-for-sale are analysed between translation differences arising from changes in amortised cost of the security and other changes in the carrying amount of the security. Translation differences related to changes in amortised cost are recognised in profit or loss, and other changes are recognised in equity.
(ii) Foreign operations
The assets, equity and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to United States Dollars at exchange rates at the reporting date. The income and expenses of foreign operations, excluding foreign operations in hyperinflationary economies, are translated to United States Dollars at exchange rates at the average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction rates, in which case income and expenses are translated at the rate on the dates of the transactions.
Foreign currency differences are recognised directly in equity and such differences have been recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.
Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in equity in the FCTR.
(c) Impairment of assets
(i) Financial assets
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired. A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. An impairment loss in respect of an available-for-sale financial asset is calculated by reference to its fair value.
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
All impairment losses are recognised in profit or loss. Any cumulative loss in respect of an available-for-sale financial asset recognised previously in equity is transferred to profit or loss.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. For financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in profit or loss. For available-for-sale financial assets that are equity securities, the reversal is recognised directly in equity.
(ii) Non-financial assets
The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the 'cash-generating unit').
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss.
In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(d) Plant and equipment
Recognition and measurement
Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of plant and equipment was determined by reference to the cost at the date of acquisition.
Cost includes expenditure that is directly attributable to the acquisition of the asset.
When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.
Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of plant and equipment, and are recognised net within 'other income' in profit or loss.
Subsequent costs
The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment.
The estimated useful lives for the current and comparative periods are as follows:
exploration plant and equipment 3 years
motor vehicles 3 years
computer equipment 5 years
furniture and office equipment 5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
(e) Exploration costs
Exploration costs incurred prior to determination of the feasibility of mining operations are expensed as incurred. Once technical feasibility and commercial viability have been established, all evaluation expenditure is transferred from intangible to tangible fixed assets and amortised over the estimated life of the commercial ore reserves on a unit of production basis. Mineral property acquisition costs, and exploration and development expenditures incurred subsequent to the determination of the feasibility of mining operations and approval of development by the company, are capitalised until the property to which they relate is placed into production, sold, allowed to lapse or abandoned.
Mineral property acquisition costs include the cash consideration and the fair market value of shares to be issued in future mineral reserves interests, pursuant to the terms of the relevant agreements. In accordance with the full cost method, all costs associated with the exploration and evaluation of mineral resources are capitalised on a project-by-project basis pending determination of the feasibility of the project. These costs will be amortised over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when an impairment of value has been determined to have occurred.
(f) Intangible assets
Intangible assets that are acquired by the Group are measured at cost less accumulated impairment losses. Intangible assets are reviewed for impairment as disclosed in note 3(c)(ii)
Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.
(g) Financial instruments
(i) Non derivative financial instruments
Non-derivative financial instruments comprise investments, receivables, cash and cash equivalents and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
Cash and cash equivalents comprise cash on hand and deposits held at call with banks.
Accounting for finance income and expenses is discussed in note (j).
Available-for-sale financial assets
The Group's investments in equity securities are classified as available-for-sale financial assets. Available-for-sale financial assets are non-derivatives that are designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses (see note (c) (i)), and foreign currency differences on available-for-sale monetary items (see note 3 (b)(i)), are recognised directly in equity. For available-for-sale financial assets that are not monetary items, the gain or loss that is recognised in equity includes any foreign exchange related component. The fair values of quoted investments are based on current bid prices. When an investment is derecognised, the cumulative gain or loss in equity is transferred to profit or loss.
Receivables, cash and trade and other payables
Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.
(ii) Ordinary Shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity, net of any tax effects.
(h) Leased assets and lease payments
Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Other leases are considered to be operating leases and the leased assets are not recognised in the Group's balance sheet.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease.
(i) Income tax
Income tax expense comprises current, secondary tax on companies and deferred tax. Income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Secondary tax is the expected tax payable on the net interest for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(j) Finance expense and income
Finance expense comprise interest payable on borrowings calculated using the effective interest rate method. Finance income is recognised in the profit and loss as it accrues, using the effective interest rate method.
(k) Loss per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted earnings or loss per share is similar to basic earnings or loss per share, except that the denominator is adjusted to include the number of additional common shares and the profit and loss effect that would have been outstanding assuming that options and warrants with an average market price for the year greater than their exercise price are exercised and the proceeds used to repurchase common shares.
(l) Segment reporting
A segment is a distinguishable component of the Group that is engaged either in providing related products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from those of other segments. Segment information is presented in respect of the Group's business and geographical segments. The Group's primary format for segment reporting is based on business segments. The business segments are determined based on the Group's management and internal reporting structure.
Inter-segment pricing is determined on an arm's length basis.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly investments (other than investment property) and related revenue, loans and borrowings and related expenses, corporate assets (primarily the Company's headquarters) and head office expenses, and income tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.
(m) Employee benefits
Pension obligations and other post employment benefits
Beyond the payment of the employee salary the Group does not offer any pension and/or post employment benefits to employees.
Share-based compensation
The Group operates an equity-settled, share-based compensation plan, The Niger Uranium Limited Share Option Plan 2008. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity.
(n) New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 March 2009, and have not been applied in preparing these consolidated financial statements:
IFRIC 9 & IAS 39 amendments |
Embedded Derivatives - Amendments to IFRIC 9 and IAS 39 |
Various |
Improvements to IFRSs 2008 (excluding IFRS 5 amendment) |
IFRS 2 amendment |
IFRS 2 Share-based Payment: Vesting Conditions and Cancellations |
IFRS 8 |
Operating Segments |
IAS 1 |
Presentation of Financial Statements |
IAS 27 & IFRS 1 amendment |
Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate |
IAS 32 & IAS 1 amendment |
IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements: Puttable Financial Instruments and Obligations Arising on Liquidation |
Amendments to IFRS 7 |
Improving Disclosures about Financial Instruments |
IFRS 3 |
Business Combinations |
IAS 27 amendment |
Consolidated and Separate Financial Statements |
4. Determination of fair values
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
The fair value of publicly traded securities is based on quoted market prices at the balance sheet date.
In assessing the fair value of other financial instruments, the Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date.
The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the Group for similar financial instruments.
The actual disclosed values of the financial instruments all approximate the fair values of these instruments - refer note 24.
5. Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
credit risk
liquidity risk
market risk.
This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.
The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group does not use derivative financial instruments to hedge any risk exposures and does not hedge its exposure to foreign currency risk.
Risk management is carried out by the finance department under policies approved by the Board of Directors. The finance department identifies and evaluates financial risks in close co-operation with the Group's operating units. The Board provides principles for overall risk management.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit exposure to any one financial institution.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Management monitors the rolling forecasts of the Group's liquidity reserve on the basis of expected cash flows.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(i)Foreign exchange risk
The Group, operating internationally, is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar, British Pounds Sterling and South African Rand. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group, however, does not hedge its exposure to foreign currency exchange risk.
The Group has certain investments in foreign operations, whose net assets are exposed to foreign exchange risk.
(ii) Equity price risk
The Group is exposed to equity securities price risk because of investments held by the Group and classified as available-for-sale. The Group's equity investments are publicly traded. The Group is exposed to commodity price risk.
(iii) Interest rate risk
As the Group has interest bearing assets, a portion of the Groups' income and operating cash flows have interest rate risks. When placing funds on deposit, management endeavours to obtain the best interest rates available.
Capital risk management
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group has no set policy on maintenance of a set proportion of borrowings in fixed rate instruments versus variable instruments. At the year end the Group had no debt.
In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to generate cash.
6. Segment Information
Segmental information is presented in respect of the Group's geographical and business segments. Segmental information, assets, liabilities, income and expenses include items directly attributable to the segment that can be allocated on a reasonable and consistent basis. The business is currently only involved in exploration activity, thus only geographic segments have been provided.
|
Geographic Segment |
|||||
|
31 March 2009 |
31 March 2008 |
||||
USD'000 |
South Africa |
Niger |
Total |
South Africa |
Niger |
Total |
|
|
|
|
|
|
|
Finance Income |
(37) |
- |
(37) |
(328) |
- |
(328) |
Depreciation |
54 |
102 |
156 |
17 |
56 |
73 |
Net loss |
7 389 |
1 093 |
8 482 |
10 688 |
798 |
11 486 |
Segment assets |
51 967 |
349 |
52 316 |
34 657 |
1 428 |
36 085 |
Segment liabilities |
(196) |
(57) |
(253) |
(872) |
(100) |
(972) |
Capital expenditure |
(242) |
(9) |
(251) |
(198) |
(439) |
(637) |
7. Plant and equipment |
|||
USD'000 |
31 March 2009 |
||
|
Cost |
Accumulated depreciation |
Carrying amount |
|
|
|
|
Exploration plant and equipment |
149 |
(64) |
85 |
Motor vehicles |
256 |
(81) |
175 |
Computer equipment |
210 |
(32) |
178 |
Furniture and equipment |
96 |
(26) |
70 |
|
711 |
(203) |
508 |
|
|
|
|
USD'000 |
31 March 2008 |
||
|
Cost |
Accumulated depreciation |
Carrying amount |
|
|
|
|
Exploration plant and equipment |
160 |
(21) |
139 |
Motor vehicles |
217 |
(28) |
189 |
Computer equipment |
133 |
(13) |
120 |
Furniture and equipment |
127 |
(11) |
116 |
|
637 |
(73) |
564 |
Reconciliation of carrying amount - 31 March 2009 |
|||||
USD'000 |
Exploration plant and equipment |
Motor vehicles |
Computer equipment |
Furniture and office equipment |
Total |
|
|
|
|
|
|
Balance at 1 April 2008 |
139 |
189 |
120 |
116 |
564 |
Additions |
19 |
165 |
56 |
11 |
251 |
Disposals |
- |
(76) |
- |
(5) |
(81) |
Depreciation |
(49) |
(67) |
(23) |
(17) |
(156) |
Foreign exchange differences |
(24) |
(36) |
25 |
(35) |
(70) |
Balance at 31 March 2009 |
85 |
175 |
178 |
70 |
508 |
Reconciliation of carrying value - 31 March 2008 |
|||||
Balance at 21 May 2007 |
- |
- |
- |
- |
- |
Additions |
160 |
217 |
133 |
127 |
637 |
Depreciation |
(21) |
(28) |
(13) |
(11) |
(73) |
Balance at 31 March 2008 |
139 |
189 |
120 |
116 |
564 |
8. Intangible assets |
|||
USD'000 |
|
|
|
|
31 March 2009 |
||
|
Cost |
Accumulated amortisation and impairments |
Carrying amount |
|
|
|
|
Exploration licences |
4 825 |
- |
4 825 |
|
|
|
|
|
|
|
|
|
31 March 2008 |
||
|
Cost |
Accumulated amortisation and impairments |
Carrying amount |
|
|
|
|
Exploration licences |
4 825 |
- |
4 825 |
USD'000 |
Northwestern licences |
UraMin licences |
Total |
|
|
|
|
Balance at 21 May 2007 |
- |
- |
- |
Additions |
4 705 |
120 |
4 825 |
Balance at 31 March 2008 |
4 705 |
120 |
4 825 |
|
|
|
|
Under the Asset Purchase Agreement, detailed in note 29, Northwestern Mineral Ventures Inc. agreed to transfer its two mining development licences and its mining assets in the Republic of Niger to Niger Uranium Limited. These transfers were made in exchange for the issuance of shares in the Niger Uranium Limited plus Canadian Dollars 4.8 million (US Dollars 4.616 million)such that Northwestern Mineral Ventures Inc. would own 50% of the issued shares in the Group, on a fully diluted basis.
In terms of the same agreement UraMin Inc. agreed to pay US Dollars 15 million and to transfer its six mining development licences in Niger to the Company, in exchange for the issuance of shares in the Group. Management has subsequently placed a fair value of US Dollars 20 000 on each licence.
9. Investments |
||
USD'000 |
|
|
|
31 March 2009 |
31 March 2008 |
|
|
|
Available-for-sale financial assets |
|
|
Listed securities - Kalahari Minerals Plc |
41 860 |
15 362 |
Unlisted securities - UrAmerica Limited |
- |
- |
|
41 860 |
15 362 |
The summary of available-for-sale financial assets is as follows: |
|||
USD'000 |
|
|
|
|
Note |
31 March 2009 |
31 March 2008 |
|
|
|
|
Balance at beginning of the year |
|
15 362 |
- |
Additions |
|
9 070 |
20 090 |
Unrealised foreign exchange translation differences |
|
139 |
(139) |
Impairments |
17 |
(4 299) |
(4 589) |
Fair value adjustment |
|
21 588 |
- |
Carrying amount |
|
41 860 |
15 362 |
|
|
|
|
Current portion |
|
- |
- |
Non-current portion |
|
41 860 |
15 362 |
Available-for-sale financial assets are denominated in the following currencies: |
Group 31 March 2009 |
Group 31 March 2008 |
|
|
|
British pounds sterling ('000) |
29 479 |
7 700 |
Listed securities - Kalahari Minerals Plc
In the previous financial year the available-for-sale financial assets - listed securities comprised 20 million ordinary shares in Kalahari Minerals Plc (which equated to approximately 17.8 % (and voting power) of the shares in issue) and are traded on AIM, a market operated by the London Stock Exchange. Kalahari Minerals Plc has a portfolio of uranium, copper and base metal interests in western and eastern central Namibia. Its key investment is its 40% holding in Australian Stock Exchange and Toronto Stock Exchange listed Extract Resources Limited ('Extract'), which is developing the Husab Uranium Project, strategically located directly south of Rio Tinto's producing Rossing Mine.
During the year under review the Group acquired a further 7, 68 million shares in Kalahari Minerals Plc, to increase the total shareholding to 27, 68 million shares, then representing a 15, 5 % of the shares (and voting power) in issue. Due to the issue of shares during the year, the effective holding and voting rights have diluted to some 14. 06%.
The movement in the listed securities - Kalahari Minerals Plc is summarised as follows: |
||
USD'000 |
|
|
|
31 March 2009 |
31 March 2008 |
Balance at beginning of year |
15 362 |
- |
Additions |
4 771 |
20 090 |
- paid from cash reserves |
4 771 |
10 186 |
- issue of 17 000 000 shares in Niger Uranium Limited |
- |
9 904 |
Unrealised foreign exchange translation differences |
139 |
(139) |
Impairments |
- |
(4 589) |
Fair value adjustment |
21 588 |
- |
Carrying value |
41 860 |
15 362 |
|
|
|
Current portion |
- |
- |
Non-current portion |
41 860 |
15 362 |
The value of the listed securities available-for-sale financial assets is estimated by reference to the published closing price quotation of the London Stock Exchange at the reporting date. As the Group policy is that impairment losses previously recognised in profit or loss are not reversed to profit and loss, the sustained significant increase of US Dollars 21. 866million has been taken to the fair value reserve (2008: Nil).
The NUL shares issued to the vendors in consideration for the acquisition of the Kalahari shares were not subject to any trading restrictions.
Unlisted securities - UrAmerica Limited: |
||
Details on the acquisition of a 21.2 % investment in UrAmerica Limited: |
|
|
USD'000 |
31 March 2009 |
31 March 2008 |
|
|
|
Additions |
4 299 |
- |
Paid from cash reserves |
2 500 |
- |
Issue of NUL shares |
1 799 |
- |
Impairment |
(4 299) |
- |
Carrying amount |
- |
- |
In addition to the 4 421 000 shares in UrAmerica Limited, the Group has been issued with 4 421 000 warrants to subscribe for a further 4 421 000 new UrAmerica Limited ordinary shares at a an exercise price of USD 1.639 per new UrAmerica ordinary shares and which is exercisable at any time before 20 April 2010.
Based on the UrAmerica Limited financial statements, due to that company's financial viability the Group has impaired the carrying amount by USD 4 299million. This impairment combined with the unrealised foreign exchange differences has resulted in the unlisted financial assets being carried at zero value. As a consequence of the impairment of the carrying value of the ordinary shares, no value has been ascribed to the warrant options.
10. Receivables |
||
USD'000 |
|
|
|
31 March 2009 |
31 March 2008 |
|
|
|
Deposits |
327 |
182 |
Prepayment - URU Henkries Limited |
3 525 |
- |
Other prepayments |
104 |
49 |
Other receivables |
81 |
180 |
|
4 037 |
411 |
Prepayment - URU Henkries Limited |
||
Details of the prepayment on the acquisition of an investment in URU Henkries Limited: |
|
|
USD'000 |
31 March 2009 |
31 March 2008 |
|
|
|
Prepayment |
|
|
Paid from cash reserves |
1 750 |
- |
Issue of Niger Uranium Limited shares |
1 775 |
- |
|
3 525 |
- |
On 1 September 2008, the group announced, subject to the completion of certain conditions precedent, the acquisition of 100% of URU Henkries Limited, a private BVI registered company, which on completion will hold 74% of the issued capital of Namakwa Uranium (Pty) Ltd ('Namakwa Uranium'), a South African private limited company. The remaining 26 percent of Namakwa Uranium will continue to be held by Namakwa's Black Economic Empowerment partner, Gilstra Exploration cc. Namakwa Uranium is the owner of the Henkries uranium deposit, held under prospecting license 885/2007PR ('Henkries Deposit')
Pending the completion of the transaction, the initial consideration payable to the vendors of Namakwa Uranium comprised US Dollars 1.75 million in cash and 8 500 000 new Niger Uranium Limited ordinary shares, both of which have been placed with an escrow agent. There is also a deferred consideration payable, based on establishing a JORC code compliant uranium resource. The maximum additional consideration amounts to a further US Dollars 5, 5 million in cash and a further 1 500 000 new Niger Uranium shares.
An application has been submitted to the South African Minister of Minerals and Energy for the approval of the transfer to URU Henkries of the Namakwa Uranium shareholding as governed by Section 11 of the Mineral and Petroleum Resources Development Act, 2002.
During the year under review, Namakwa Uranium continued the process of verification and expansion of the historically defined uranium deposit.
As this is an exploration project there is no contribution to revenues and an expense of US Dollars 18 000 would have been incurred for the period from acquisition to the period end. Had the acquisition occurred on 1 April 2008, there would have been no contribution to revenue but an expense of US Dollars 90 918 would have been incurred.
11. Cash and cash equivalents |
||
USD'000 |
|
|
|
31 March 2009 |
31 March 2008 |
|
|
|
Cash on hand |
9 |
6 |
Call and notice deposits |
1 077 |
14 917 |
|
1 086 |
14 923 |
12. Share capital and premium |
||||
Ordinary shares |
||||
|
Number of shares |
Share capital USD'000 |
Share premium USD'000 |
Total USD'000 |
Authorised share capital: |
|
|
|
|
300 000 000 shares of USD 0.01 each |
300 000 000 |
3 000 |
- |
3 000 |
|
|
|
|
|
Issued share capital |
|
|
|
|
113 164 306 shares of USD 0.01 each |
113 164 306 |
1 132 |
44 990 |
46 122 |
|
|
|
|
|
Reconciliation of the movements in share capital and share premium - 31 March 2009 |
||||
|
|
|
|
|
Issued share capital: |
|
|
|
|
Balance at 1 April 2009 |
100 000 000 |
1 000 |
41 540 |
42 540 |
Issue of shares |
13 164 306 |
132 |
3 450 |
3 582 |
Balance at 31 March 2009 |
113 164 306 |
1 132 |
44 990 |
46 122 |
|
|
|
|
|
Reconciliation of the movements in share capital and share premium - 31 March 2008 |
||||
Balance at 21 May 2007 |
- |
- |
- |
- |
Initial issue of shares |
83 000 000 |
830 |
33 891 |
34 721 |
Private placement |
17 000 000 |
170 |
9 734 |
9 904 |
Share issue expenses |
- |
- |
(2 085) |
(2 085) |
Balance at 31 March 2008 |
100 000 000 |
1 000 |
41 540 |
42 540 |
Issue of shares for the acquisition of URU Henkries Limited - escrow arrangements
Pending the fulfilment of certain conditions precedent, both the cash payment of USD 1.75 million and 8 500 000 issued ordinary shares in the company have been placed with an escrow agent. Should the conditions precedent not be fulfilled by 30 September 2009, the company may extend the date of fulfilment of the conditions. Thereafter should the transaction not be completed, the company will sell the shares on the open market.
Deferred contingent issue of shares
There is a deferred consideration payable to the vendors of URU Henkries Limited based on the company establishing a JORC Code compliant 'Indicated' and 'Measured' uranium resource for the Henkries Project. The maximum additional consideration amounts to a further USD 5.5 million in cash and a further 1 500 000 new Niger Uranium Limited ordinary shares.
Issued shares
All issued shares are fully paid up.
Unissued shares
In terms of the BVI Business Companies Act the unissued shares are under the control of the directors.
13. Reserves |
|||
USD'000 |
Note |
31 March 2009 |
31 March 2008 |
|
|
|
|
Foreign currency translation reserve |
30 |
(119) |
4 |
Share option reserve |
14 |
4 440 |
4 055 |
Fair value reserve |
15 |
21 588 |
- |
|
|
25 909 |
4 059 |
14. Share option reserve |
||
The movement in the share option reserve is detailed below: |
||
USD'000 |
|
|
|
31 March 2009 |
31 March 2008 |
Balance at beginning of year |
4 055 |
- |
Share options expensed |
385 |
3 266 |
Warrant options expensed |
- |
789 |
Balance at the end of the year |
4 440 |
4 055 |
(a) Share Options
The Niger Uranium Limited Share Option Plan 2008 is administered by the Board of Directors, which determines individual eligibility under the plan the number of shares reserved for optioning to each individual. Below is disclosure of the movement of Niger Uranium's share options as well as reconciliation of the number and weighted average exercise price of the Company's share options outstanding on 31 March 2009.
The terms and conditions of the grants are as follows:- all options are to be settled by physical delivery of shares, against payment to the Group of the option price: |
|||
Grant date/ employees entitled |
Number of options |
Vesting conditions |
Contractual life of options |
Option grant to directors - 12 September 2007 |
2 602 400 |
Immediate |
5 years |
Options grant to directors - 15 December 2007 |
2 200 000 |
Over 3 years |
5 years |
Options grant to key management and employees - 15 December 2007 |
1 730 000 |
3 years service |
10 years |
Options grant to directors, key management and employees - 16 October 2008 |
3 607 000 |
3 years service |
10 years |
|
10 139 400 |
|
|
The number and weighted average exercise prices of share options is as follows: |
||||
|
|
|
||
|
31 March 2009 |
31 March 2008 |
||
|
Weighted average exercise price GBP |
Number of options |
Weighted average exercise price GBP |
Number of options |
|
|
|
|
|
Outstanding at 1 April |
0.47 |
6 532 400 |
- |
- |
Granted during the year |
0.09 |
3 607 000 |
0.47 |
6 532 400 |
Forfeited during the year |
0.11 |
(1 003 333) |
- |
- |
Outstanding at 31 March |
0.35 |
9 136 067 |
0.47 |
6 532 400 |
|
|
|
|
|
Exercisable at 31 March |
0.48 |
3 895 733 |
0.50 |
2 602 400 |
The options outstanding at 31 March 2009 have an exercise price in the range of GBP0.09 and GBP 0.50 and a weighted average contractual life of 4.1 years.
No options were exercised during the year ended 31 March 2009 or during the period from the date of incorporation until 31 March 2008.
The fair value of services received in return for share options granted is based on the fair value of share options granted, based on the closing share price at the close of business on the previous day, using the following inputs:
|
Directors and key management personnel |
Senior employees |
||
|
31 March 2009 |
31 March 2008 |
31 March 2009 |
31 March 2008 |
|
|
|
|
|
Fair value at grant date |
0.09 |
0.50 and 0.37 |
0.09 |
0.50 and 0.37 |
|
|
|
|
|
Share price |
0.09 |
0.50 and 0.37 |
0.09 |
0.50 and 0.37 |
Exercise price |
0.09 |
0.50 and 0.37 |
0.09 |
0.50 and 0.37 |
Expected volatility |
70% |
85% and 81% |
70% |
85% and 81% |
Option life (expected weighted average life) |
3.60 |
4.38 |
7.69 |
4.50 |
Expected dividends |
0% |
0% |
0% |
0% |
Risk free interest rate |
0.5% |
4.5% |
0.5% |
4.5% |
Share options expensed |
|
|
|
|
Note |
31 March 2009 |
31 March 2008 |
|
|
|
|
Share options granted - period ended 31 March 2008 |
|
- |
3 266 |
Share options granted (including directors) - year ended 31 March 2009 |
|
385 |
- |
Total expense recognised in employee costs |
|
385 |
3 266 |
|
|
|
|
The share options expense was as follows: |
|
|
|
- directors |
17 |
151 |
2 954 |
- employees |
17 |
234 |
312 |
|
|
385 |
3 266 |
|
|||
Expected volatility is estimated by considering historic average share price volatility. |
(b) Warrant options |
||||||
As at 31 March 2009, the following warrant options, issued in respect of capital raising, had been granted but not exercised. |
||||||
|
||||||
The following is a summary of the Group's warrant options granted under its Share Incentive Scheme: |
||||||
Name |
Date Granted |
Date Vested |
Number of warrants |
Exercise Price (GBP) |
Expiry Date |
Fair Value at Grant Date (GBP) |
Regent Resources |
12 Sept 2007 |
12 Sept 2007 |
544 065 |
0.50 |
11 Sept 2009 |
0.2749 |
Haywood Securities |
12 Sept 2007 |
12 Sept 2007 |
601 335 |
0.50 |
11 Sept 2009 |
0.2749 |
Beaumont Cornish |
12 Sept 2007 |
12 Sept 2007 |
250 000 |
0.50 |
11 Sept 2010 |
0.1801 |
|
|
|
1 395 400 |
|
|
|
No warrant options lapsed, were cancelled or were exercised during the period from incorporation up to 31 March 2009.
(c)Share based payments
The fair value of the options vested during the year ended 31 March 2009 is calculated at USD 385 000 (period ended 31 March 2008: USD 3, 266 million). The assessed fair value at grant date is determined using the Black-Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The following information lists the inputs to the models used for the year ended 31 March 2009 and the period ended 31 March 2008:
|
Price |
Year ended 31 March 2009 |
Period ended 31 March 2008 |
The expected volatility for all the grants is based on the peer data for similarly listed equities. |
|
|
|
Expected volatility |
|
|
|
Grants on 12 September 2007 |
GBP 0.50 |
- |
85% |
Grants on 15 December 2007 |
GBP 0.37 |
- |
81% |
Grants on 16 October 2008 |
GBP 0.09 |
70% |
- |
Risk free rate |
|
0.05% |
5.25% |
|
|
|
|
USD'000 |
|
|
|
Share option compensation expense |
|
385 |
3 266 |
Aggregate un-expensed fair value of options granted |
|
522 |
1 400 |
|
|
|
|
Reconciliation of share options outstanding - 31 March 2009 |
|||||
|
Options exercisable |
||||
Range of exercise prices |
Number outstanding at 31 March 2009 |
Weighted average remaining life (years) |
Weighted average price |
Number exercisable as at 31 March 2009 |
Weighted average exercise price |
GBP |
|
|
|
|
|
0.50 |
4 802 400 |
3.6 |
0.50 |
3 335 733 |
0.50 |
0.37 |
1 680 000 |
8.3 |
0.37 |
560 000 |
0.37 |
0.09 |
2 653 667 |
9.5 |
0.09 |
- |
- |
|
9 136 067 |
6.2 |
0.35 |
3 895 733 |
0.48 |
Reconciliation of share options outstanding - 31 March 2008 |
|||||
|
Options exercisable |
||||
Range of exercise prices |
Number outstanding at 31 March 2008 |
Weighted average remaining life (years) |
Weighted average price |
Number exercisable as at 31 March 2008 |
Weighted average exercise price |
GBP |
|
|
|
|
|
0.50 |
4 802 400 |
4.6 |
0.50 |
2 602 400 |
0.50 |
0.37 |
1 730 000 |
9.3 |
0.37 |
- |
- |
|
6 532 400 |
5.6 |
0.47 |
2 602 400 |
0.50 |
15. Fair value reserve |
||
USD'000 |
31 March 2009 |
31 March 2008 |
The fair value reserve includes the cumulative net change in fair value of available-for-sale investments until the investment is derecognised. |
||
|
|
|
Opening balance |
- |
- |
Movement for the year (refer note 9) |
21 588 |
- |
Closing balance |
21 588 |
- |
16. Trade and other payables |
||
USD'000 |
31 March 2009 |
31 March 2008 |
|
|
|
Trade payables |
51 |
570 |
Accruals |
202 |
402 |
|
253 |
972 |
17. Loss for the year |
||
USD'000 |
Year Ended 31 March 2009 |
From 21 May 2007 to 31 March 2008 |
The following items have been charged in arriving at the operating loss for the year: |
|
|
|
|
|
Auditors remuneration |
47 |
19 |
Directors fees |
103 |
531 |
Legal fees |
266 |
196 |
Operating lease payments |
95 |
44 |
Depreciation |
156 |
73 |
Foreign exchange (gain)/loss |
|
|
-realised |
(63) |
(1) |
-unrealised |
(116) |
119 |
Impairment of financial assets |
4 299 |
4 589 |
Loss on disposal of plant and equipment |
40 |
- |
Salaries and wages |
1 299 |
3 448 |
Share options expensed - Directors (equity settled) |
151 |
2 954 |
Share options expensed - staff (equity settled) |
234 |
312 |
Staff cost - salaries |
914 |
182 |
Warrant options expensed |
- |
789 |
18. Finance expense |
||
USD'000 |
31 March 2009 |
31 March 2008 |
|
|
|
Finance expense on late settlement of invoice |
1 |
1 |
19. Finance income |
||
USD'000 |
31 March 2009 |
31 March 2008 |
|
|
|
Finance income on funds on deposit |
37 |
329 |
20. Income tax expense and deferred taxation
No Company taxation has been provided by the Group because it has a calculated tax loss.
A deferred tax asset has not been recognised because of the uncertainty that future taxable profit will be available against which temporary differences can be utilised.
21. Loss per share
|
||
|
|
|
|
31 March
2009
|
31 March
2008
|
The basic loss per share is calculated using:
|
|
|
Loss for the year (USD'000)
|
(8 482)
|
(11 486)
|
Weighted average number of ordinary shares in issue
|
109 332 935
|
83 595 557
|
Basic loss per share (US cents)
|
(7.8)
|
(13.7)
|
|
|
|
Reconciliation of the weighted average number of ordinary shares in issue:
|
|
|
Number of ordinary shares in issue at beginning of year
|
100 000 000
|
-
|
Initial issue of shares - 21 May 2007
|
-
|
10 000
|
Shares issued - 17 July 2007
|
-
|
82 990 000
|
Private placement - 20 March 2008
|
-
|
595 557
|
Share issue - 21 April 2008
|
4 395 949
|
-
|
Share issue - 1 September 2008
|
4 936 986
|
-
|
|
109 332 935
|
83 595 557
|
|
|
|
The diluted loss per share is calculated using:
|
|
|
Loss for the period (USD'000)
|
(8 482)
|
(11 486)
|
|
|
|
Weighted average number of ordinary shares in issue
|
109 332 935
|
83 595 541
|
Effect of share options on issue
|
9 136 067
|
6 532 400
|
Effect of warrant options on issue
|
1 395 400
|
1 395 400
|
Weighted average number of ordinary shares (diluted) at 31 March
|
119 864 402
|
91 523 341
|
Diluted loss per share (US cents)
|
(7.0)
|
(12.6)
|
22.Contingent liabilities and commitments |
||
USD'000 |
|
|
|
31 March 2009 |
31 March 2008 |
Operating lease commitments The future minimum lease payments under non-cancellable leases are: |
||
Less than 1 year |
57 |
46 |
Later than 1 year but less than 5 years |
27 |
64 |
More than 5 years |
- |
- |
|
84 |
110 |
The operating leases relate to three leases of premises in Sandton, all of which commenced in December 2007. The Sandton premises lease expires in December 2010, with an option to negotiate on any extension. The initial lease payment amounted to USD 3,850 per month and will escalate by 10% per annum. The two Morningside premises expired on 30 November 2008, and a one year extension has been negotiated.
Deferred consideration |
31 March 2009 |
31 March 2008 |
||
|
Cash USD'000 |
Shares 000's |
Cash USD'000 |
Shares 000's |
Maximum payable to: |
|
|
|
|
Namakwa Uranium Limited vendors |
5 500 |
1 500 |
- |
- |
|
In terms of the URU Henkries Limited Share Purchase Agreement, there is a deferred consideration payable to the vendors based on the company establishing a JORC Code compliant 'Indicated' and 'Measured' uranium resource for the Henkries Project. The maximum additional consideration amounts to a further USD 5.5 million in cash and a further 1 500 000 new Niger Uranium Limited ordinary shares.
23. Notes to the statement of cash flow |
||
23.1 Cash flows from operating activities |
||
USD'000 |
Year Ended 31 March 2009 |
From 21 May 2007 to 31 March 2008 |
|
|
|
Loss before income tax |
(8 482) |
(11 486) |
Adjusted for: |
|
|
-Depreciation |
156 |
73 |
-Share based payments |
385 |
3 265 |
-Warrant options expensed |
- |
789 |
-Loss on disposal of plant and equipment |
(40) |
- |
-Impairment of available-for-sale financial assets |
4 299 |
4 589 |
-Net finance income |
(36) |
(328) |
-Unrealised foreign exchange gain/(loss) |
(116) |
24 |
|
|
|
Movements in working capital: |
|
|
Increase in receivables |
(3 626) |
(411) |
Decrease in trade and other payables |
(719) |
972 |
Cash flows from operating activities |
(8 179) |
( 2 513) |
24. Financial Instruments
Credit risk
(i)Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
USD'000 |
Note |
Carrying amount 31 March 2009 |
Carrying amount 31 March 2008 |
Receivables |
10 |
3 933 |
362 |
Cash and cash equivalents |
11 |
1 086 |
14 923 |
|
|
5 019 |
15 285 |
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
31 March 2009 |
||||||
USD'000 |
Carrying amount |
Contractual cash flows |
6 months or less |
6-12 months |
1-2 years |
2-5 years |
Non-derivative financial liabilities |
|
|
|
|
|
|
Trade and other payables |
253 |
253 |
253 |
- |
- |
- |
|
253 |
253 |
253 |
- |
- |
- |
31 March 2008 |
||||||
USD'000 |
Carrying amount |
Contractual cash flows |
6 months or less |
6-12 months |
1-2 years |
2-5 years |
Non-derivative financial liabilities |
|
|
|
|
|
|
Trade and other payables |
972 |
972 |
972 |
- |
- |
- |
|
972 |
972 |
972 |
- |
- |
- |
Market risk
The Group's exposure to market risk is as follows:
USD'000 |
Note |
Carrying amount 31 March 2009 |
Carrying amount 31 March 2008 |
Available-for-sale financial assets |
9 |
41 860 |
15 362 |
(i) Exposure to currency risk
The Group's exposure to foreign currency risk, based on notional amounts, was as follows:
31 March 2009 |
||||||
|
US Dollars |
British Pounds Sterling |
Euro |
Canadian Dollars |
South African Rand |
Franc FCA |
|
'000's |
'000's |
'000's |
'000's |
'000's |
'000's |
Receivables |
2 073 |
1 878 |
- |
- |
85 |
- |
Trade and other payables |
(105) |
(31) |
- |
(10) |
(50) |
(57) |
Net exposure |
1 968 |
1 847 |
- |
(10) |
36 |
(57) |
31 March 2008 |
||||||
|
US Dollars |
British Pounds Sterling |
Euro |
Canadian Dollars |
South African Rand |
Franc FCA |
|
'000's |
'000's |
'000's |
'000's |
'000's |
'000's |
Receivables |
288 |
41 |
57 |
- |
23 |
2 |
Trade and other payables |
(190) |
(103) |
- |
(564) |
(15) |
(100) |
Net exposure |
98 |
(62) |
57 |
(564) |
8 |
(98) |
The following significant exchange rates applied during the period:
|
31 March 2009 |
31 March 2008 |
||
USD |
Average rate |
Reporting date |
Average rate |
Reporting date |
British Pounds Sterling |
0.5808 |
0.7035 |
0.4976 |
0.5015 |
Euro |
0.7074 |
0.7573 |
0.7021 |
0.6333 |
Canadian Dollars |
1.1256 |
1.2496 |
1.0185 |
1.0232 |
South African Rand |
8.8719 |
9.7205 |
7.1425 |
8.194 |
Franc FCA |
473.20 |
507.59 |
469.76 |
423.46 |
(ii) Sensitivity analysis
A 10 cent strengthening of the US Dollar against the following currencies at 31 March 2009 would have increased/ (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
Effect in USD'000 |
||||
|
31 March 2009 |
31 March 2008 |
||
|
Equity |
Profit or loss |
Equity |
Profit or loss |
British pounds Sterling |
2 948 |
184 |
405 |
(6) |
Euro |
- |
- |
- |
6 |
Canadian Dollars |
- |
(1) |
- |
(56) |
South African Rand |
- |
4 |
- |
1 |
Franc FCA |
(12) |
(6) |
24 |
10 |
A 10 cent weakening of the US Dollar against the above currencies at 31 March 2009 and 31 March 2008 would have had the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Fair values
(i) Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:
USD'000 |
31 March 2009 |
31 March 2008 |
||
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
Available-for-sale financial assets (1) |
41 860 |
41 860 |
15 362 |
15 362 |
Receivables (2) |
3 933 |
3 933 |
362 |
362 |
Cash and cash equivalents (2) |
1 086 |
1 086 |
14 923 |
14 923 |
Trade and other payables (2) |
(253) |
(253) |
(972) |
(972) |
|
46 626 |
46 626 |
29 675 |
29 675 |
|
|
|
|
|
1 - Available-for-sale financial assets are stated at ruling market prices, approximating fair value at year end; |
||||
2 - The carrying amounts of receivables, cash and cash equivalents and trade and other payables approximate fair value due to the short maturities of these instruments. |
Interest rates used for determining fair value
The interest rates used to determine estimated cash flows, when applicable, are based on the government yield curve at the reporting date plus an adequate credit spread.
25. Subsidiaries
The Group financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policies described in note 1: |
||||
|
Country of incorporation |
|
31 March 2009 |
31 March 2008 |
|
|
|
% |
% |
Niger Uranium S.A. |
Niger |
|
100 |
100 |
URU (Management) Limited* |
British Virgin Islands |
|
100 |
100 |
URU (Africa) Limited* |
British Virgin Islands |
|
100 |
100 |
Namaqua Uranium (Proprietary) Limited* |
Namibia |
|
100 |
100 |
*- dormant |
|
|
|
|
26. Subsequent events
27. Related party disclosure
NWT Uranium Corporation
At 31 March 2009, NWT Uranium Corporation (formerly Northwestern Mineral Ventures Inc.) held 38 549 321 (34.06%) of the shares of Niger Uranium Limited.
NWT Uranium Corporation and UraMin Inc were parties to the original formation and incorporation of the Company in May 2007 and, under agreement, it was agreed that NWT Uranium Inc would be re-imbursed for all expenses incurred by them until the Company was able to fund all expenses directly.
At 31 March 2008, an accrual of US Dollars 563 631 had been made in respect of expenses incurred by NWT Uranium Inc. on behalf of the Group.
At 31 March 2009, no balance remained to be paid and no further payment or accrual will be required.
Templar Minerals Limited / Polo Resources Limited
As at 31 March 2008, and through a commonality of directors, Niger Uranium Limited was associated with the day to day financial operations of Templar Minerals Limited and Polo Resources Limited, both of whose shares are traded on AIM.
As at 31 March 2009 and since NUL directors were no longer on their respective Boards, neither Templar Minerals Limited nor Polo Resources Limited was considered related parties.
During the financial year to 31 March 2009, several of Niger Uranium's staff members, based at Johannesburg, South Africa, were involved in the investor relations, accounting and procurement functions of both Templar Minerals Limited and Polo Resources Limited. For providing this service, Niger Uranium were authorised to recharge Templar Minerals and Polo Resources a proportion of the costs of running the Johannesburg centre.
During the period 1 April 2008 to 31 August 2008, Niger Uranium paid expenses totalling US Dollars 643 440 (2008: US Dollars 1 048 582) on behalf of Templar Mineral Limited. By 31 March 2009, Templar Minerals had repaid this amount in full and at 31 March 2009, nothing was due to be repaid by Templar Minerals Limited to Niger Uranium Limited (2008: US Dollars 70 206).
Under their agreement, Niger Uranium charged Templar Minerals Limited an amount of US Dollars 140 845 (2008: US Dollars 81 123) for providing this service, all of which was repaid by Templar Minerals Limited by 31 August 2008.
During the period to 31 March 2009, Niger Uranium Limited paid expenses totalling US Dollars 3 934 (2008: US Dollars 8 510) on behalf of Polo Resources Limited. In addition, and under their agreement, Niger Uranium charged Polo Resources Limited an amount of US Dollars 5 300 (2008: US Dollars Nil) for providing this and other services. Prior to March 31 2009, Polo Resources had repaid US Dollars 8 259 of this amount.
At 31 March 2009, Polo Resources is reflected as a trade and other receivable for US Dollars 975 (2008: US Dollars 8 510) in the accounts of Niger Uranium Limited.
Transactions with key management personnel
During the period to 31 March 2009, 3 557 000 (2008: 6 532 400) share options had been issued to directors and employees and none had been exercised. The options were granted under recommendation of the Remuneration Committee and were granted in two separate tranches at different prices. The first award of 100 000 (2008: 2 602 400) options were granted at an exercise price of £0.50 each, whilst the second award of 3 457 000 (2008 3 930 000 at £0.37 each) options were granted at an exercise price of £0.09 each
Group
The following transactions were carried out with related parties:
(i)Details of share options outstanding and exercised by Directors are as follows:
Under IFRS 2 share based payments, the Company determines the fair value of options issued to directors and employees as remuneration and recognises the amount as an expense in profit or loss with a corresponding increase in equity. The Remuneration Committee is responsible for the granting of options at its discretion.
(ii)Details of share options outstanding and exercised by Directors are as follows: |
||||||
|
Balance at 31 March 2008 |
Granted during the period |
Exercised/ lapsed during the period |
Balance at 31 March 2009 |
Allocated price of options on hand 31 March 2009 GBP |
First exercise date |
Executive: |
|
|
|
|
|
|
J Stalker |
1 580 000 |
- |
- |
1 580 000 |
0.50 |
12 Sep 2007 |
|
- |
1 000 000 |
- |
1 000 000 |
0.09 |
15 Oct 2009 |
G Cassidy |
500 000 |
|
- |
500 000 |
0.37 |
15 Dec 2008 |
|
- |
500 000 |
- |
500 000 |
0.09 |
15 Oct 2009 |
J Sanders |
100 000 |
- |
- |
100 000 |
0.50 |
12 Sep 2007 |
|
- |
1 000 000 |
(833 333) |
166 667 |
0.09 |
12 Sep 2007 |
Non-Executive: |
|
|
|
|
|
|
J Mellon |
350 000 |
- |
- |
350 000 |
0.50 |
12 Sep 2007 |
J Lynch |
100 000 |
50 000 |
- |
150 000 |
0.50 |
12 Sep 2007 |
M Kreczmer |
1 037 400 |
- |
- |
1 037 400 |
0.50 |
12 Sep 2007 |
W Beach |
100 000 |
50 000 |
(50 000) |
100 000 |
0.50 |
12 Sep 2007 |
|
|
|
|
|
|
|
|
3 767 400 |
2 600 000 |
( 883 333) |
5 484 067 |
0.33 |
|
(iii)Directors remuneration |
|||||
USD'000 |
Fees for services as director |
Basic salary |
Expense allowance |
Share options |
Group |
Executive: |
|
|
|
|
|
J Stalker |
234 |
- |
24 |
- |
258 |
G Cassidy |
20 |
174 |
32 |
- |
226 |
J Sanders |
9 |
44 |
- |
- |
53 |
Non-Executive: |
|
|
|
|
|
J Mellon |
12 |
- |
- |
- |
12 |
J Lynch |
20 |
- |
- |
- |
20 |
M Kreczmer |
4 |
- |
- |
- |
4 |
W Beach |
16 |
- |
- |
- |
16 |
Independent: |
|
|
|
|
|
D Weill |
2 |
- |
- |
- |
2 |
|
317 |
218 |
56 |
- |
591 |
29. Asset Purchase Agreement
On 17 July 2007, an Asset Purchase Agreement was signed between Niger Uranium Limited and Northwestern Mineral Ventures Inc. (now NWT Uranium Corporation) and UraMin Inc.
Under the agreement, UraMin agreed to pay US Dollars 15 million and to transfer its six (6) mining development licences in Niger to the Company, in exchange for the issuance of shares in Niger Uranium Limited such that UraMin would own 50% of the issued shares in the Company, on a fully diluted basis.
Under the agreement, Northwestern Mineral Ventures Inc. agreed to transfer both its two (2) mining development licences and its mining assets in the Republic of Niger to Niger Uranium Limited. These transfers were made in exchange for the issuance of shares in the Company plus Canadian Dollars 4. 8 million (US Dollars 4.616 million)such that Northwestern Mineral Ventures Inc. would own 50% of the issued shares in the Company, on a fully diluted basis. The par value of the shares issued is US Dollars 319 550,
A value of US Dollars 230 185 was placed on the plant and equipment and US Dollars 4 705 313 attributed to the value of the mining licences.
Summary of assets acquired from NWT Uranium Corporation: |
||
USD'000 |
31 March 2008 |
|
|
Carrying amount |
Fair value |
Plant and equipment |
|
|
Exploration plant and equipment |
107 |
107 |
Motor vehicles |
77 |
77 |
Furniture and equipment |
46 |
46 |
|
230 |
230 |
Mining licences |
4 705 |
4 705 |
|
|
|
Total |
4 935 |
4 935 |
30. Consolidated note of changes in equity
31 March 2009 |
|||||||
USD'000 |
Share capital |
Share premium |
Foreign currency translation reserve |
Share option reserve |
Fair value reserve |
Accumulated deficit |
Total |
|
|
|
|
|
|
|
|
Balance At 1 April 2008 |
1 000 |
41 540 |
4 |
4 055 |
- |
(11 486) |
35 113 |
Shares issued |
132 |
3 450 |
- |
- |
- |
- |
3 582 |
Fair value reserve |
- |
- |
- |
- |
21 588 |
- |
21 588 |
Share based payment expense |
- |
- |
- |
385 |
- |
- |
385 |
Currency translation differences |
- |
- |
(123) |
- |
- |
- |
(123) |
Loss for the year |
- |
- |
- |
- |
|
(8 482) |
(8 482) |
Closing balance |
1 132 |
44 990 |
(119) |
4 440 |
21 588 |
(19 968) |
52 063 |
|
|||||||
Note |
12 |
12 |
13 |
14 |
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 March 2008 |
|||||||
USD'000 |
Share capital |
Share premium |
Foreign currency translation reserve |
Share option reserve |
Fair value reserve |
Accumulated deficit |
Total |
|
|
|
|
|
|
|
|
Balance at date of incorporation |
- |
- |
- |
- |
- |
- |
- |
Shares issued |
1 000 |
43 625 |
- |
- |
- |
- |
44 625 |
Share issue costs |
- |
(2 085) |
- |
- |
- |
- |
(2 085) |
Share based payment expense |
- |
- |
- |
4 055 |
- |
- |
4 055 |
Currency translation differences |
- |
- |
4 |
- |
- |
- |
4 |
Loss for the period |
- |
- |
- |
- |
- |
(11 486) |
(11 486) |
Closing balance |
1 000 |
41 540 |
4 |
4 055 |
- |
(11 486) |
35 113 |
|
|
|
|
|
|
|
|
Note |
12 |
12 |
13 |
14 |
15 |
|
|
ENDS