For immediate release
16 August 2010
Niger Uranium Limited
("Niger Uranium", "NUL" or the "Company")
Audited Results for the year ended 31 March 2010
Niger Uranium Limited announces its audited results for the year ended 31 March 2010. The Company will be posting a copy of the report and accounts to shareholders today. A copy of this announcement and the report and accounts is available from the Company's website, being www.niger-uranium.com.
Chairman's Statement
I have pleasure in presenting to our shareholders and stakeholders the Company's third annual report and accounts. Over the past 12 months, your Company has maintained its focus on the delivery of value-added investment and on continued exploration activities.
Despite only recently having taken over the role of Non-Executive Chairman, I am delighted to have been given the opportunity of building on the Company's past achievements in creating and delivering further value to the shareholders of Niger Uranium Limited.
Firstly, let me take the opportunity to thank my predecessor David de Jong Weill for successfully guiding the Company through a difficult period in its evolution.
I would also like to convey my thanks to Ian Stalker for his sterling contribution both as a founding board member and, when required, as acting Chief Executive Officer. On behalf of the Board, I wish both individuals the very best in their future endeavours.
I would also take this opportunity to welcome Anton Esterhuizen, who recently was appointed as non-board joint-Chief Executive Officer. Mr. Esterhuizen has an excellent track record in locating and delivering sound and successful prospecting and mining opportunities.
Ian Stalker, who was also recently appointed as non-board joint-Chief Executive Officer of Niger Uranium for a limited period, will work towards the orderly transfer of executive duties to Mr. Esterhuizen.
Value delivered
At the commencement of the year under review, the Company's share price stood at a modest 22.75p. However, it rapidly increased to 39.75p by mid November 2009. The subsequent decrease in price to 19.5p at 31 March 2010 was principally due to the Board's excellent decision to sell off part of its investment in Kalahari Minerals Plc ('Kalahari Minerals") and to distribute the sale proceeds to shareholders by way of a 20.4p cash dividend.
In line with the Company's stated strategy of acquiring interests in near-term uranium and other metals producers, the Board's decision to invest in AIM-traded Kalahari Minerals during the 2008 and 2009 financial years proved extremely worthwhile and value enhancing. Whilst the Company's investment was made at relatively low cost, Kalahari Minerals' investment in ASX-listed Extract Resources Limited had increased exponentially over the past few years. As a consequence, the value of the Company's stake in Kalahari Minerals increased to such a level that it became our single most important asset.
The main activities of Kalahari Minerals during the past year can be summarised as follows:
* The Husab Uranium Project, located approximately 45km north-east of Namibia's main port, Walvis Bay, which has a current resource estimate of 292 M lbs at a grade of 439 ppm U3O8;
* Consistently high assay results have identified the Rössing South discovery. Rössing South is believed to be one of the largest uranium discoveries in the world with a current JORC resource for Zone 1 & 2 of 267 M lbs at a grade of 487 ppm U3O8. Importantly, both zones remain open at depth and along strike;
* The Board of Kalahari Minerals is confident that Extract has the ground and potential to deliver a resource in the region of 500 M lbs U3O8.
Despite this continued increase in the underlying value of the investment in Kalahari Minerals, the Company's shares continued to trade consistently at a substantial discount. Acknowledging that the market for smaller companies was extremely volatile and with shareholders having conflicting views as to the optimal time to realise all or some of the stake, on 16 February 2010 the Board announced that they had sold 14 million of the shares in Kalahari Minerals at a unit price of £1.65 per share.
The Board subsequently announced that from the total cash proceeds of £23.1 million, it would pay a cash dividend of 20.4p per Ordinary Share to all shareholders who were registered with the Company as at Wednesday 24 February 2010.
Subsequent to the financial year-end, and at the Annual General Meeting held on 7 May 2010, shareholders approved the Board's proposal that a further 10.912 million Kalahari Minerals shares be distributed to shareholders by way of a dividend in specie at the ratio of 9.63 Kalahari Minerals shares for every 100 Niger Uranium shares held.
On the day the dividend was approved, the Kalahari Minerals share price closed at £1.665. This effectively yielded Company shareholders the equivalent of a 16.04p dividend for every Niger Uranium share held.
The Board retained 2.768 million shares in Kalahari Minerals. This holding is currently valued at approximately US$7 million and, if required, can be realised to fund either ongoing working capital requirements or further acquisitions.
Having returned the equivalent of 36.4p to shareholders the Company's share price has since retreated to approximately 5p. Since this price still reflects a discount to the Company's net asset value, the Board's decision to distribute the Kalahari Minerals sale proceeds and shares has been fully vindicated.
Strategy
Niger Uranium continues to trade as a metals exploration and development company with a current focus on uranium and will consider either minority positions or the outright purchase of uranium or other metals projects held by quoted or unquoted companies worldwide.
Following the 2009 financial crisis and the resultant squeeze on available capital funds, the Board believes that current market conditions are conducive to identifying sound investment opportunities, in line with the Company's declared strategy to continue to deliver a satisfactory return to shareholders.
Over the past few years, the continuing security concerns and, more recently, the military coup in the Republic of Niger, have unfortunately delayed our Company's exploration programme. The lifting of the state of emergency in late 2009 will, I trust, enable the speedy re-commencement of our planned exploratory process. I am confident that the results of the Niger licenses will in time exceed our expectations.
The Board is presently evaluating a number of opportunities and we will revert with progress once these projects have been fully evaluated.
Funding
Despite having completed a significant return of value to shareholders, the group is poised to start its next phase of development. Niger Uranium is sufficiently capitalised to undertake the next phase of its planned exploration targets in Niger and to evaluate new projects.
During the year under review, the major movements in Company funding can be highlighted as follows:
* In August 2009, the Board completed a limited private placement, issuing some 4,339,994 shares and raising £911,411, equivalent to approximately US$1.5 million for working capital purposes;
* As a result of the announcement in October 2009 of the proposed dividend in specie of the Kalahari Minerals shares, 4,205,756 share options were exercised raising £735,000, equivalent to approximately US$1.2 million;
* The return of US$1.75 million previously held in escrow for the Henkries Project, which was terminated in October 2009.
At the end of the year under review, the group had approximately US$2.5 million in cash and cash equivalents and this, coupled with the potential proceeds of any future disposal of the remainder of our Kalahari Minerals shareholding, bodes well for the Company to move forward.
Conclusion
The group is well capitalised and has sufficient technical resources to continue with its stated intentions and to deliver a satisfactory return. The Board is able to move forward with certainty and we remain confident that we will be in a position to announce new projects in the near future.
In conclusion, I would like to thank Board members, past and present, management and staff and all shareholders and stakeholders for their continued support as we look forward to another successful year.
Paul Loudon
Non-Executive Chairman
Operational & Strategic Review
Niger Uranium Limited was formed in June 2007 as an independent uranium and other metals exploration, investment and mining-orientated company. Its shares were listed for trading on the Alternative Investment Market (AIM) of the London Stock Exchange in September of that year, using the ticker symbol 'URU.L'.
In terms of operational and strategic activities, the year under review ending on 31st March 2010 can be summarised in three parts, namely:
· Direct Operational Activities
The exploration and development work undertaken at our eight 100% owned exploration licence areas in the Republic of Niger.
· Strategic Activities
The disposal of 90% of our shareholding in Kalahari Minerals (KAH.L), resulting in the payment of two Special Dividends to shareholders. The disposal was distributed as, firstly, a cash dividend, which was then followed by a dividend in specie.
Termination of the Share Purchase Agreement (SPA) with Aardvark Uranium in October 2009 for the purchase of the Henkries Project, South Africa.
· Investments & Minority Positions
Oversight of our 20.89% holding in UrAmerica Ltd, which has several prospective projects in progress in South America.
1. Direct Operational Activities
Niger Uranium holds eight prospecting licenses in Niger, covering a total area of 1,673,644 acres (6,773 hectares). 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.
The company's direct operational activities centre around our exploration and development work on the Niger licences. In the last 12 months large-scale radon and geochemical surveys have been conducted on the 100% owned Irhazer licence area.
The Niger Uranium exploration team targeted an apparent repetition of the type of geological setting present at Azelik, to the west of the licence area, where a Chinese led mining consortium is currently developing the large-scale Teguidda uranium mine.
We are confident that radon detection, coupled with conventional geochemistry and geological interpretation, is the best means - in this environment - of detecting a potential 'buried' deposit, which may be obscured due to the presence of a cover of younger sediments in the area. The company awaits evaluation of this survey, following further exploration work on the ground in Niger, which we plan to commence later this year providing that the security situation on the ground allows our activities to be undertaken in accordance with best practice.
Our geological team continued to work on a plan to advance our late stage green-field projects at the In Gall and Irhazer licences. Much of this work has been delayed as a direct result of Niger's geopolitical instability.
Geopolitical situation in Niger
A coup d'état occurred in The Republic of Niger on 18th February 2010 that led to the establishment in March of a ruling Junta, the Supreme Council for the Restoration of Democracy (CSRD), which currently serves as Niger's ruling administration. The CSRD has indicated that it will work towards the holding of elections and that the current political situation will not remain permanent.
The coup came as the result of a yearlong political crisis in the country, which related to President Tandja's efforts to extend his ruling mandate beyond December 2009. After some initial violence leading up to the coup, the country was placed in a state of emergency. This was lifted in November 2009. This event and the uncertain security situation that it created prior to the coup and thereafter served to hinder our ground-based exploration activities.
Niger Uranium continues to foster a good working dialogue with the authorities in the Republic of Niger, building upon a strong working relationship that has been developed over the last three years. An improving security situation led executives to visit Niger in March 2010, to conduct a review of the company's finances, operations and licences. As a result, we can now report that a budget has already been agreed to re-commence exploration and mapping activities, with drilling in Niger expected in the final quarter of this year.
2. Strategic Activities
On 20th March 2008 we announced the purchase of 20 million shares in Kalahari Minerals PLC, or 17.8% of their then existing issued share capital, at a unit price of 50p per share. The total consideration cost of £10 million was satisfied by a cash payment of £5.07 million, financed from the company's then existing cash balances and the issue of 17 million new shares in Niger Uranium at an issue price of 29p per share.
A further subscription raised our shareholding to 27.68 million shares, which, following a placing of 46.08 million shares that Kalahari Minerals undertook at that time, represented approximately 17.5% of Kalahari's enlarged share capital.
Our investment in Kalahari gave Niger Uranium a strategic interest in Husab-Rössing South Project, a world-class uranium project located in Namibia's uranium production belt, near the port city of Walvis Bay. Kalahari's value driver was its 40% interest in ASX, TSX and NSX listed Extract Resources, the 100% owner of the Husab Project.
Throughout 2009, Kalahari Minerals witnessed its share price rise significantly as continued positive results from drilling activities undertaken by Extract at Husab were released to the market. During the same period, Niger Uranium's share price also rose, albeit not to the same extent. It did not reflect the full value of our holding in Kalahari Minerals.
In line with our stated objectives, to release value for our shareholders when possible, we announced to the stock exchange on 16th February 2010 the sale of 14 million Kalahari Shares on an arm's length basis at a price of £1.65 per Kalahari Share, for an aggregate consideration of £23.1 million before costs.
On the same date the company announced that we had approved an interim dividend to shareholders of all of the cash proceeds from the disposal, without deduction of costs, which amounted to 20.4p per share, paid on 9th March 2010. A further 10.912 million Kalahari Minerals shares were distributed to shareholders in specie by way of a second interim dividend. Niger Uranium continues to hold 2.768 million shares in Kalahari Minerals.
On 8 October 2009, the Board announced that it had decided to terminate the Share Purchase Agreement (SPA) with Aardvark Uranium for the purchase of the Henkries Project in South Africa. 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, now the Minister of Mineral Resources (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.
The Company agreed with the vendors of the Henkries Project on 7th October 2009 that since the Minister's Consent had not been received within the allowed time period under the SPA, the acquisition should be terminated in accordance with the terms of the SPA. Accordingly, the cash consideration of US$1.75 million, which had been held in escrow, was returned to the company, less costs.
The 8.5 million ordinary Niger Uranium shares that had been issued as part of the original consideration and also held in escrow pending receipt of the Minister's Consent were also returned. These treasury shares were subsequently cancelled on 20 December 2009.
Niger Uranium continues to look for opportunities to buy into or acquire uranium and other metals assets and mine developments that are considered to have excellent potential.
3. Investments & Minority Positions
On 21st April 2008, Niger Uranium acquired an initial 20.89% holding in UrAmerica Ltd, a junior uranium mining company engaged in the identification, acquisition and exploration of high-quality uranium assets in Latin America, particularly Argentina, Paraguay and Colombia. UrAmerica is the most significant junior mining company operating in Argentina, a country with proven uranium assets.In the past 12 months, UrAmerica has been very active in developing its existing portfolio of by acquiring interests in new assets and completing a strategic review that has helped form a revised business plan. Uramerica's progress in developing its projects in South America continues to provide Niger's shareholders with high quality investment exposure to a proven uranium producing region through South America's leading junior uranium mining company and one that boasts a strong and highly experienced management, engineering and geological delivery team.
UrAmerica Highlights
- Transaction with Pacific Bay Minerals and option on its100% owned 'Cerro Solo' claims;
- JV with Patagonia Resources Limited (PRL) finalised the acquisition of 100% interest in 26 exploration permits in the Cerro Solo area from United Energy Minerals;
- Decision to offer for sale or JV Salta Province - Salta Basin Argentina Project;
- Decision to offer for sale or JV Parana Basin Paraguay Project;
- Signing of a two year 40,000-metre drilling contract with NA Degerstrom Inc. The drilling programme started in April 2010 within the former UEM's permits in the Cerro Solo Area;
- Confirmation of business plan to focus on accelerating the development of the Cerro Solo Area; this will be undertaken through systematic grid drilling in Chubut, Cerro Solo area and will include both offset drilling of previously identified mineralisation and reconnaissance drilling.
UrAmerica is now working to strengthen its capital base, either via a private placement, M&A or IPO (which is expected to take place at the end of 2010 or at the beginning 2011, depending on market conditions).
UrAmerica: strategic developments Pacific Bay Minerals (TSX Venture: PBM-V)
On October 5th 2009, UrAmerica entered into an agreement with Pacific Bay Minerals Ltd to option its 100% owned Cerro Solo claims in Chubut Province, Argentina. Under the option agreement, UrAmerica can earn a 60% interest in the Property by incurring US$ 1.2 million in exploration expenditures and paying Pacific Bay US$140,000 over a four-year period. On completion the parties will form a joint
venture and contribute to property expenditures pro-rata according to their respective interests.
UrAmerica has subsequently identified nine drill locations to target potential paleo-channels favourable for uranium mineralisation similar to the Cerro Solo deposit of the region. Field observations indicate that the favourable Los Adobes formation may lie below the rocks of the Chubut Group that outcrop on the Property.
UrAmerica is scheduled to commence a 20,000-metre drill programme in October 2010 on its various claims in the district, including some drilling activities on the Pacific Bay/UrAmerica property.
Joint Venture Agreement (JV) with Patagonia Resources Ltd (PRL)
In February 2010 Patagonia Resources Ltd acquired a number of highly prospective uranium prospects surrounding the Argentine National Commission of Atomic Energy's (CNEA) Cerro Solo uranium deposit and Los Adobes open pit located in the Chubut Province of Argentina. The assets were acquired from United Energy Metals S.A. (UEM) a wholly owned subsidiary of United Energy Metals "UREX" (OTCBB: URXE).
UrAmerica has now entered into a joint venture agreement with PRL for 100% of the rights that consist of 26 exploration permits held covering 135,000 hectares directly adjacent to and surrounding CNEA's Cerro Solo uranium deposit and the Los Adobes open pit.
These additions to the UrAmerica portfolio of assets already held in Chubut bring the total number of exploration permits under UrAmerica's control to 48 covering an area of 313,000 ha within the highly prospective San Jorge Basin.
The Cerro Solo Deposit incorporates 15.4M lbs proven reserves @ 4,700ppm U3O8:
Immediate target resource: 15 to 20M lbs U3O8 (18 to 24 months);
Mid-term target resource: 100M lbs U3O8 (3 to 5 years);
All at an average grade of minimum 1,000ppm U3O8.
Argentina
(Chubut Province - San Jorge Basin -Cerro Solo Area)
The Chubut Province is located in Patagonia, Southern Argentina. UrAmerica's exploration permits are situated 350 kilometres southwest of Chubut's capital city, within the San Jorge Basin. UrAmerica has recently signed a two-year drilling contract to actively develop its assets in the Chubut Province, one of Argentina's leading uranium prospecting regions. The addition of 26 exploration permits covering 135,000 hectares adjacent to and along strike with the fluvial channel, which hosts the Cerro Solo uranium deposit adds to the 19 exploration permits already held by the company covering 148,024 hectares near the National Commission of Nuclear Energy's (CNEA) Cerro Solo Deposit and containing several anomalous areas.
San Jorge Basin
UrAmerica's licensed areas in the San Jorge Basin incorporate 123,239 hectares in the central plateau of Chubut. The site follows a similar geological model to that of the Cerro Solo Deposit (Upper & Lower Formations of the Chubut Group).
A further 30,000 hectares from the JV with Pacific Bay are located East of the Cerro Solo Deposit. Ongoing field campaigns are being carried out by UrAmerica's geological team to locate favorable host rocks and mineralisation (geological mapping, radiometric readings & rock sampling).
Salta Province
UrAmerica has licences covering 150,000 hectares within the Salta Basin, 90,000 hectares of which were acquired from Globe Uranium. Uranium anomalies have been detected in all exploration permits with some areas of high potential. Detected anomalies follow a similar geologic model and mineral association (U, Cu, V) as that identified at the Don Otto Mine.
Salta Basin
The Salta Basin hosts sandstone deposits, where the mineralisation is in the Cretaceous Yacoraite Formation of the Salta Group CNEA's Don Otto Mine. Don Otto has a proven grade of 0.1% - 0.2% U3O8 and produced on million lbs U3O8 from 1964 to 1982.
Paraguay (Parana Basin)
UrAmerica's properties include one of the largest anomalies in the area (proven by Anschutz Corp.), which is similar to nearby deposits detected by Wild Horse Energy and CUE Resources. CUE Resources has announced an average grade of 420ppm from 416 drill holes at its properties.
The Parana Basin is an area of permo-carboniferous sandstone that displays a probable roll front deposit, similar to the Figueira Deposit in Brazil (production of 15 to 20 million lbs U3O8).
Colombia
UrAmerica claimed exploration permits covering 60,000 hectares (awaiting Government approval) of uranium properties in the province of Santander, Colombia. This area is known for its uranium deposits, identified by past Colombian government studies.
The Santander property is underlain by the Jurassic Giron Formation and has potential for hosting sandstone-type uranium mineralisation. The uranium-prospected areas are part of the Jurassic-Cretaceous sequence.
Competent Person for Niger Uranium
Mr. Richard Wadley (Pr. Sci. Nat), Senior Consultant with the MSA Group, is the qualified person responsible for Niger and has verified the technical data in this announcement relating to the Group's uranium interests in Niger. Mr Wadley is a consultant to Niger Uranium, with no interest in the company and has consented to the inclusion in this announcement of his name in the form and context in which it appears. Exploration data is acquired by Niger Uranium using best practice quality assurance and quality control protocols.
Contacts: |
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Niger Uranium Limited |
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Gordon Cassidy, Finance Director |
Tel: +27 (0) 11269 4900 |
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Beaumont Cornish Limited |
Tel: +44 (0) 207 628 3396 |
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Michael Cornish |
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Brand Mining IR |
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Dr. Iestyn Adams/André Morrall |
Tel: +44 (0) 151 531 7908
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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.
Independent Auditors' Report
To the Members of Niger Uranium Limited
Report on the Consolidated Financial Statements
We have audited the consolidated annual financial statements of Niger Uranium Limited, which comprise the consolidated statement of financial position at 31 March 2010, and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the notes to the consolidated financial statements, which include a summary of significant accounting policies and other explanatory notes, and the directors' report, as set out on pages 21 to 61.
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, the consolidated financial statements present fairly, in all material respects, the financial position of Niger Uranium Limited at 31 March 2010, and its financial performance and 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
Registered Auditor
27 July 2010
85 Empire Road
Parktown
2193
South Africa
Consolidated Statement of Financial Position
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Assets |
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Year ended |
Year ended |
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31 March 2010 |
31 March 2009 |
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Non-current assets |
Note |
US$'000 |
US$'000 |
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Plant and equipment |
7 |
294 |
508 |
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Intangible assets |
8 |
4 825 |
4 825 |
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Investments |
9 |
- |
41 860 |
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5 119 |
47 193 |
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Current assets |
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Investments |
9 |
36 082 |
- |
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Receivables |
10 |
219 |
4 037 |
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Cash and cash equivalents |
11 |
2 522 |
1 086 |
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38 823 |
5 123 |
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Total assets |
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43 942 |
52 316 |
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Equity and liabilities |
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Equity |
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Share capital and premium |
12 |
46 852 |
46 122 |
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Reserves |
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31 066 |
25 909 |
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Accumulated deficit |
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(34 063) |
(19 968) |
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43 855 |
52 063 |
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Current liabilities |
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Trade and other payables |
15 |
87 |
253 |
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Total equity and liabilities |
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43 942 |
52 316 |
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Consolidated Statement of Comprehensive Income
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Year ended |
Year ended |
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31 March 2010 |
31 March 2009 |
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Note |
US$'000 |
US$'000 |
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Directors fees |
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87 |
103 |
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Exploration and pre-feasibility expenditure |
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863 |
967 |
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Foreign exchange losses /(gains) |
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83 |
(179) |
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General and administrative expenditure |
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1 520 |
2 029 |
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Impairment of available-for-sale investments |
9 |
- |
4 299 |
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Fair value reserve realised on disposal of available-for-sale investment |
9 |
(25 940) |
- |
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Salaries and wages |
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1 871 |
1 299 |
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Warrant option expense |
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50 |
- |
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Warrant option reversal on expiry |
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(628) |
- |
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Operating profit /(loss) |
16 |
22 094 |
(8 518) |
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Net finance income |
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4 |
36 |
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Finance expense |
17 |
- |
(1) |
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Finance income |
18 |
4 |
37 |
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Profit /(loss) before income tax |
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22 098 |
(8 482) |
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Income tax expense |
19 |
- |
- |
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Profit /(loss) for the year |
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22 098 |
(8 482) |
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Other comprehensive income /(loss) |
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|
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|
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Foreign currency translation differences for foreign operations |
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(4) |
(123) |
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Net change in the fair value of available-for-sale financial assets |
9 |
30 415 |
21 588 |
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Transfer to profit on realisation of fair value of available-for-sale financial investment |
9 |
(25 940) |
- |
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Other comprehensive income for the year, net of income tax |
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4 471 |
21 465 |
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Total comprehensive income for the year |
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26 569 |
12 983 |
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Profit /(loss) attributable to: |
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Owners of the company |
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22 098 |
(8 482) |
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Total comprehensive income attributable to: |
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Owners of the Company |
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26 569 |
12 983 |
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Basic earnings /(loss) per share |
20 |
19.5 |
(7.8) |
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Diluted earnings /(loss) per share |
20 |
18.8 |
(7.0) |
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Consolidated Statement of Changes in Equity
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USD'000 |
Share Capital |
Share Premium |
Foreign Currency |
Share Option |
Fair Value |
Accumulated deficit |
Total |
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Translation |
Reserve |
Reserve |
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Reserve |
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Balance at 1 April 2008 |
1 000 |
41 540 |
4 |
4 055 |
- |
(11 486) |
35 113 |
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Total comprehensive |
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income for the year |
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Loss |
- |
- |
- |
- |
- |
(8 482) |
(8 482) |
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Other comprehensive income |
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|
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
|
|
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translation differences |
- |
- |
(123) |
- |
- |
- |
(123) |
|
|
Net change in fair |
|
|
|
|
|
|
|
|
|
value of available-for-sale |
|
|
|
|
|
|
|
|
|
financial assets, net of tax |
- |
- |
- |
- |
21 588 |
- |
21 588 |
|
|
Total other comprehensive |
|
|
|
|
|
|
|
|
|
income |
- |
- |
(123) |
- |
21 588 |
- |
21 465 |
|
|
Total comprehensive |
|
|
|
|
|
|
|
|
|
income for the year |
- |
- |
(123) |
- |
21 588 |
(8 482) |
12 983 |
|
|
Transactions with owners, |
|
|
|
|
|
|
|
|
|
recorded directly in equity |
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
132 |
3 450 |
- |
- |
- |
- |
3 582 |
|
|
Share based payment |
|
|
|
|
|
|
|
|
|
transactions |
- |
- |
- |
385 |
- |
- |
385 |
|
|
Total contributions |
|
|
|
|
|
|
|
|
|
by owners |
132 |
3 450 |
- |
385 |
- |
- |
3 967 |
|
|
Balance at 31 March 2009 |
1 132 |
44 990 |
(119) |
4 440 |
21 588 |
(19 968) |
52 063 |
|
|
USD'000 |
|
Share Capital |
Share Premium |
Foreign Currency |
Share Option |
Fair Value |
Accumulated deficit |
Total |
|
|
|
|
|
|
Translation |
Reserve |
Reserve |
|
|
|
|
|
|
|
|
Reserve |
|
|
|
|
|
|
Balance at 1 April 2009 |
|
1 132 |
44 990 |
-119 |
4 440 |
21 588 |
(19 968) |
52 063 |
|
|
Total comprehensive |
|
|
|
|
|
|
|
|
|
|
income for the year |
|
|
|
|
|
|
|
|
|
|
Profit |
|
- |
- |
- |
- |
- |
22 098 |
22 098 |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
Foreign currency |
|
|
|
|
|
|
|
|
|
|
translation differences |
|
- |
- |
(4) |
- |
- |
- |
(4) |
|
|
Net change in fair value |
|
|
|
|
|
|
|
|
|
|
of available-for-sale |
|
|
|
|
|
|
|
|
|
|
financial assets, net of tax |
|
- |
- |
- |
- |
4 475 |
- |
4 475 |
|
|
Total other comprehensive |
|
|
|
|
|
|
|
|
|
|
income |
|
- |
- |
(4) |
- |
4 475 |
- |
4 471 |
|
|
Total comprehensive |
|
|
|
|
|
|
|
|
|
|
income for the year |
|
- |
- |
(4) |
- |
4 475 |
22 098 |
26 569 |
|
|
Transactions with owners, |
|
|
|
|
|
|
|
|
|
|
recorded directly in equity |
|
|
|
|
|
|
|
|
|
|
Contributions by owners |
|
|
|
|
|
|
|
|
|
|
Issue of ordinary shares |
|
85 |
2 420 |
- |
- |
- |
- |
2 505 |
|
|
Shares cancelled |
|
(85) |
(1 690) |
- |
- |
- |
- |
(1 775) |
|
|
Dividends to equity holders |
- |
- |
- |
- |
- |
(36 193) |
(36 193) |
|
|
|
Share based payment |
|
|
|
|
|
|
|
|
|
|
transactions |
|
- |
- |
- |
686 |
- |
- |
686 |
|
|
Total contributions |
|
|
|
|
|
|
|
|
|
|
by owners |
|
- |
730 |
- |
686 |
- |
(36 193) |
(34777) |
|
|
Balance at 31 March 2010 |
|
1 132 |
45 720 |
-123 |
5 126 |
26 063 |
(34 063) |
43 855 |
|
Consolidated Statement of Cash Flows
|
|
Note |
Year ended |
Year ended |
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
Cash flows from operating activities |
22.1 |
24 855 |
(8 179) |
|
|
Finance expense |
17 |
- |
(1) |
|
|
Finance income |
18 |
4 |
37 |
|
|
Net cash from /(used in) operating activities |
|
24 859 |
(8 143) |
|
|
Cash flows from investing activities |
|
|
|
|
|
Acquisition of plant and equipment |
7 |
(3) |
(251) |
|
|
Disposal /(acquisition) of financial assets |
9 |
10 253 |
(9 070) |
|
|
Proceeds from disposal of plant and equipment |
|
15 |
45 |
|
|
Net cash from /(used in) investing activities |
|
10 265 |
(9 276) |
|
|
Cash flows from financing activities |
|
|
|
|
|
Proceeds from issue of shares |
12 |
2 717 |
3 582 |
|
|
Cost of share issues |
12 |
(212) |
- |
|
|
Dividend paid |
|
(36 193) |
- |
|
|
Net cash (used in) /from financing activities |
|
(33 688) |
3 582 |
|
|
Net increase /(decrease) in cash and cash equivalents |
|
1 436 |
(13 837) |
|
|
Cash and cash equivalents at beginning of year |
|
1 086 |
14 923 |
|
|
Cash and cash equivalents at 31 March |
11 |
2 522 |
1 086 |
|
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 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 2010 comprise of the Company and its subsidiaries (together referred to as the "Group").
The Group is primarily involved in seeking out 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's).
b) Basis of measurement
The consolidated financial statements have been prepared on a historical cost basis except for available-for-sale financial assets which are stated at fair value.
c) Functional and presentation currency
Items included in the consolidated 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 the consolidated 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 13 - measurement of share-based payment
e) Change in accounting policies
Overview
Starting as of 1 April 2009, the Group has changed its accounting policies in the following areas:
• Presentation of financial statements;
• Determination and presentation of operating segments.
Presentation of financial statements
The Group applies revised IAS 1 Presentation of Financial Statements (2007), which became effective as of 1 January 2009. As a result, the Group presents in the consolidated statement of changes in equity all owners changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income.
Comparative information has been re-presented so that it is also inconformity with the reviewed standard. Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.
Determination and presentation of operating segments
As of 1 April 2009, the Group determines and presents based on the information that internally is provided to the Chief Executive Officer, who is the Group's chief operating decision maker. This change in accounting policy is due to the adoption of IFRS 8 Operating Segments. Previously operating segments were determined and presented in accordance with IAS 14 Segment Reporting. The new accounting policy in respect of segment operating disclosures is presented as follows:
Comparative segment information has been re-presented in conformity with the transitional requirements of such standard. Since the change in the accounting policy only impacts presentation and disclosure aspects, there is no impact on earnings per share.
3. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements except as explained in note 2 (e), which addresses changes in accounting policies.
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 income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
(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. 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 other comprehensive income 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 other comprehensive income in the FCTR.
(c) 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 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 calculated over the depreciable amount, which is the cost of the asset, or other amount substituted for cost, less its residual value. 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 and adjusted if appropriate.
(d) 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.
(e) 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(g)(ii).
Subsequent costs
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.
(f) Financial instruments
(i) Non derivative financial assets
The Group initially recognises receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognised as a separate asset or liability. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group has the following non-derivative financial assets: available-for sale financial assets and receivables.
Non-derivative financial assets are recognised initially at fair value plus, for assets not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial assets are measured as described below.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the previous categories. The Group's investments in equity securities are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses (see note 3(g)(i)) and foreign currency differences on available-for sale equity instruments (see note 3(b)(i)), are recognised in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognised, the cumulative gain or loss in other comprehensive income is transferred to profit or loss.
For available-for-sale financial assets that are not monetary items, the gain or loss that is recognised in other comprehensive income 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 other comprehensive income is transferred to profit or loss.
Receivables
Receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortised cost using the effective interest method, less any impairment losses.
Cash and cash equivalents comprise cash balances and call deposits with original maturities of three months or less.
(ii) Non-derivative financial liabilities
The Group initially recognises financial liabilities (including liabilities designated at fair value through profit or loss) are recognised initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument. The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire. Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group has the following non-derivative financial liabilities: trade and other payables.
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortised cost using the effective interest method.
(iii) 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.
(g) 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 the share price trades at prices below the Group's cost for a period exceeding 6 months. This evidence would indicate 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 other comprehensive income 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 other comprehensive income.
(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.
(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 Statement of financial position.
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 profit or loss except to the extent that it relates to items recognised directly in equity or other comprehensive income.
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 in respect of 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 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) Earnings 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
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are reviewed regularly by the Group's CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
(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 reporting 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 profit or loss, with a corresponding adjustment to equity.
(n) New IFRS issued beginning or after 1 April 2009 and applied in these financial statements are as follows:
Standard
|
Date of adoption
|
Impact on initial application
|
|
|
|
Amendment to IAS 1 ‘Presentation of Financial Statements’
|
1 January 2009
|
The Group have fully adopted IAS 1, which has resulted in a revision to the presentation of the primary statements
|
|
|
|
Amendment to IFRS 2 ‘Share based payments vesting conditions and cancellations’
|
1 January 2009
|
The amendments did not have impact on the current year, or prior year financial statements. Future transactions will be accounted for consistently with this amendment
|
|
|
|
Amendments to IFRS 7 ‘ Improving disclosure about Financial Instruments
|
1 January 2009
|
The revisions to IFRS 7 have been considered and reflected in the financial instrument disclosure within these financial statements
|
|
|
|
IFRS 8 ‘Operating segments’
|
1 January 2009
|
The revisions to IFRS 8 have been considered and reflected in the financial instrument disclosure within these financial statements
|
The following standards, interpretations and amendments issued by the IASB are effective in 2009 but not relevant or have no impact on the Group:
• IAS 23 'Borrowing costs'
• Embedded derivatives - Amendments to IFRIC 9 Reassessment of Embedded Derivatives and IAS 39 Financial Instruments: Recognition and measurement
• IAS 27 amendment Consolidated and Separate Financial Statements
Standards, amendments and interpretations, which are not yet effective for reporting periods beginning after the date of these financial statements which have not been adopted early:
IFRS 3 |
Business Combinations |
|
1 July 2009 |
|
IAS 27 amendment |
Consolidated and Separate Financial Statements |
|
1 July 2009 |
|
Improvements to IFRS 2009 |
Various standards |
|
1 July 2010 |
|
Amendment to IFRS 2 'Share based payments |
Group cash- settled share based payment transactions |
|
1 January 2010 |
|
IAS 24 |
Related party disclosures (revised 2009) |
|
1 January 2011 |
|
IFRS 9 |
Financial instruments |
|
1 January 2013 |
|
4. Determination of fair values
A number of the Group's accounting policies and disclosures require the determination of fair value, for 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 reporting date. The actual disclosed values of the financial instruments all approximate the fair values of these instruments - refer note 23.
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, Franc FCA, South African Rand and in previous years Canadian Dollars. 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 Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the cash outflows via budgets and forecasts so as to safeguard the Group's ability to continue as a going concern. The Board of Directors also monitors and sets the level of dividends to ordinary shareholders.
The Board's target is for all employees and directors of the Group to hold a maximum of 10% the Company's ordinary shares. At present employees and directors hold less than two per cent of ordinary shares. Directors and employees are awarded share options in terms of the Share Option plan.
The Group's income and operating cash flows are substantially independent of changes in market interest rates. At the year end the Group had no debt (2009: Nil). The Group does not have a defined share buy-back plan.
In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to generate cash.
There were no changes in the Group's approach to capital management during the year.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
6. Segment Information
The Group has three reportable segments, as described below, which are the Group's strategic business units. The strategic business units offer different services, and are managed separately because they require different strategies. For each of the strategic business units, the Group's CEO reviews internal management reports on at least a quarterly basis.
The following summary describes the operations in each of the Group's reportable segments:
• Exploration - includes obtaining licences and exploring these licence areas.
• Investment - includes making investments based on group investment criteria
• Corporate office - includes all group administration and procurement
There are no other operations that meet any of the quantitative thresholds for determining reportable segments in 2010 or 2009.
There are varying levels of integration between the Exploration, Investment and Corporate Office reportable segments. This integration includes shared administration and procurement services. The accounting policies of the reportable segments are the same as described in notes 2 and 3.
Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit before income tax, as included in the internal management reports that are reviewed by the Group's CEO. Segment profit or loss is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm's length basis.
Operating Segments |
|
|
|
|
|
|
|
|
|
Exploration |
Investment |
Corporate Office |
Total |
|
|||
|
2010 |
2009 |
2010 |
2009 |
2010 |
2009 |
2010 |
2009 |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Revenues from external customers |
- |
- |
- |
- |
- |
- |
- |
- |
Revenues from transactions with |
- |
- |
- |
- |
- |
- |
- |
- |
other operating segments of the |
|
|
|
|
|
|
|
|
same entity |
|
|
|
|
|
|
|
|
Finance income |
- |
- |
- |
- |
(4) |
(37) |
(4) |
(37) |
Depreciation |
118 |
102 |
- |
- |
88 |
54 |
206 |
156 |
Reportable segment (loss)/ |
(491) |
(1 093) |
- |
- |
22 589 |
(7 389) |
22 098 |
(8 482) |
profit before tax |
|
|
|
|
|
|
|
|
Other material non-cash items: |
|
|
|
|
|
|
|
|
Share based payment |
- |
- |
- |
- |
1 116 |
385 |
1 116 |
385 |
Warrant option expense |
- |
- |
- |
- |
50 |
- |
50 |
- |
Warrant option reversal on expiry |
- |
- |
- |
- |
(628) |
- |
(628) |
- |
Impairment of available-for-sale |
- |
- |
- |
4 299 |
- |
- |
- |
4 299 |
investment |
|
|
|
|
|
|
|
|
Reportable segment assets |
5 062 |
5 174 |
36 082 |
45 385 |
2 798 |
1 757 |
43 942 |
52 316 |
Capital expenditure |
- |
(9) |
- |
- |
(3) |
(242) |
(3) |
(251) |
Reportable segment liabilities |
(74) |
(57) |
- |
- |
(13) |
(196) |
(87) |
(253) |
Reconciliation of reportable segment revenues, profit or loss, assets and liabilities
|
31 March 2010 |
31 March 2009 |
|
US$'000 |
US$'000 |
|
|
|
Revenues |
|
|
Total revenues from reported segments |
- |
- |
Profit or loss |
|
|
Total profit or loss for reportable segments |
22 098 |
(8 482) |
Assets |
|
|
Total assets for reportable segments |
43 942 |
52 316 |
Liabilities |
|
|
Total liabilities for reportable segments |
(87) |
(251) |
Other material items |
|
|
Total other material items for reportable segments |
|
|
Finance income |
(4) |
(37) |
Depreciation |
206 |
156 |
Share based payments |
1 116 |
385 |
Warrant option expense |
50 |
- |
Warrants option reversal on expiry |
(628) |
- |
Impairment of available-for-sale investment |
- |
4 299 |
Capital expenditure |
(3) |
(253) |
Geographic segments
In the year ended 31 March 2010 exploration activities have been conducted in South Africa and Niger whilst the Corporate Office is operated from the British Virgin Islands, whilst administration is conducted from South Africa.
In presenting information based on the geographic segments, segment assets are based on the geographical location of the assets.
|
|
|
Non-current |
|
|
|
Revenues |
Assets |
|
|
31 March 2010 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
British Virgin Islands |
- |
- |
|
|
Niger |
- |
5 062 |
|
|
South Africa |
|
57 |
|
|
|
- |
5 119 |
|
|
31 March 2009 |
|
|
|
|
British Virgin Islands |
- |
41 860 |
|
|
Niger |
- |
5 096 |
|
|
South Africa |
- |
237 |
|
|
|
- |
47 193 |
|
|
7. Plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
Carrying |
|
|
|
|
|
Cost |
Depreciation |
Amount |
|
|
31 March 2010 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
Exploration plant and equipment |
|
|
152 |
(114) |
38 |
|
|
Motor vehicles |
|
|
245 |
(160) |
85 |
|
|
Computer equipment |
|
|
193 |
(75) |
118 |
|
|
Furniture and equipment |
|
|
98 |
(45) |
53 |
|
|
|
|
|
688 |
(394) |
294 |
|
|
31 March 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
Reconciliation of carrying amount - 31 March 2010 |
|
|
|
Furniture |
|
|
|
|
Exploration Plant |
|
Computer |
and Office |
|
|
|
|
and Equipment |
Motor Vehicles |
Equipment |
Equipment |
Total |
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
Balance at 1 April 2009 |
85 |
175 |
178 |
70 |
508 |
|
|
Assets reclassified |
- |
- |
(3) |
3 |
- |
|
|
Additions |
- |
- |
3 |
- |
3 |
|
|
Disposals |
- |
(10) |
(11) |
(1) |
(22) |
|
|
Depreciation |
(52) |
(88) |
(46) |
(20) |
(206) |
|
|
Foreign exchange differences |
5 |
8 |
(3) |
1 |
11 |
|
|
Balance at 31 March 2010 |
38 |
85 |
118 |
53 |
294 |
|
|
|
|
|
|
|
|
|
|
Reconciliation of carrying amount - 31 March 2009 |
|
|
|
Furniture |
|
|
|
|
Exploration Plant |
|
Computer |
and Office |
|
|
|
|
and Equipment |
Motor Vehicles |
Equipment |
Equipment |
Total |
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
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 |
|
Certain of the assets were acquired in terms of the Asset Purchase Agreement detailed in note 27 herein.
None of the Group plant and equipment is pledged to any third party, nor are there any restrictions as to title. At the reporting date there are no capital commitments.
8. Intangible assets |
|
|
|
|
|
Accumulated |
|
|
|
Amortisation and |
Carrying |
|
Cost |
Impairments |
Amount |
31 March 2010 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
Exploration licences |
4 825 |
- |
4 825 |
31 March 2009 |
|
|
|
|
|
|
|
Exploration licences |
4 825 |
- |
4 825 |
With regards to its intangible assets held in Niger, and given the past security issues within that country, the Group considers that it has fully complied with its commitments under the terms of the licences that it currently holds. The Company has already received prolongation confirmation from the Ministry of Mines in respect of the two licences it holds at In Gall and Irhazer, the effects of which mean that the Company is still considered to be in the first year of its exploration programme. Whilst it still awaits similar approval for the six licences held at Kamas and Dabala, the Group remains confident that such confirmations will be forthcoming. Consequently the Board currently considers that the licences held have indefinite lives and do not consider it necessary, at this stage, to impair the value of such licences. Nevertheless, the Board will continue to monitor the political and security situation within Niger and will review and re-consider its policy on impairment on an on-going basis. Until such time as the Group either fails to meet its financial commitments or elects to forfeit any or all of the licences, intangible assets will continue to be reviewed for impairment as described in the accounting policies.
The Northwestern and UraMin licences were acquired during the period from incorporation to 31 March 2008 ended. Since then no additional licences have been acquired. Details of the licences acquired are as follows:
|
Northwestern licences |
|
4 705 |
|
UraMin licences |
|
120 |
|
Total |
|
4 825 |
Certain of the licences were acquired in terms of the Asset Purchase Agreement, and is detailed in note 27.
|
9. Investments |
|
|
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
Available-for-sale financial assets |
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
Listed securities - Kalahari Minerals Plc |
|
36 082 |
41 860 |
|
|
Unlisted securities - UrAmerica Limited |
|
- |
- |
|
|
|
|
36 082 |
41 860 |
|
|
The summary of available-for-sale financial assets is as follows: |
|
|
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
Note |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
Balance at beginning of the year |
|
41 860 |
15 362 |
|
|
Additions |
|
- |
9 070 |
|
|
Partial disposal |
|
(10 253) |
- |
|
|
Unrealised foreign exchange translation differences |
|
- |
139 |
|
|
Impairments |
16 |
- |
(4 299) |
|
|
Fair value adjustments |
14 |
4 475 |
21 588 |
|
|
Realised |
|
(25 940) |
- |
|
|
Unrealised |
|
30 415 |
21 588 |
|
|
Carrying amount |
|
36 082 |
41 860 |
|
|
Current portion |
|
36 082 |
- |
|
|
Non-current portion |
|
- |
41 860 |
|
|
Available-for-sale financial assets are denominated in the following currencies |
|
31 March 2010 |
31 March 2009 |
|
|
|
|
|
|
|
|
British pounds sterling ('000) |
|
23 940 |
29 479 |
|
Listed securities - Kalahari Minerals Plc
In the previous financial year, the available-for-sale financial assets - listed securities comprised 27. 68 million ordinary shares in Kalahari Minerals Plc (which equated to approximately 15.5 % (and voting power) of the shares in issue) and are traded on AIM, a market operated by the London Stock Exchange. Kalahari Minerals Plc has a portfolio of uranium, copper and base metal interests in western and eastern central Namibia. Its key investment is its 40% holding in Australian Stock Exchange and Toronto Stock Exchange listed Extract Resources Limited ("Extract"), which is developing the Husab Uranium Project, strategically located directly south of Rio Tinto's producing Rossing Mine.
The value of Kalahari Minerals Plc continued to increase during the year under review and on 16 February 2010 the Board announced a partial disposal of 14 million of the Kalahari Minerals Plc shares at £1.65 per share and a dividend to all shareholders of the £23.1 million proceeds.
|
The movement in the listed securities - Kalahari Minerals Plc is summarised as follows: |
|||
|
|
31 March 2010 |
31 March 2009 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Balance at beginning of year |
41 860 |
15 362 |
|
|
Additions |
|
|
|
|
Paid from cash reserves |
- |
4 771 |
|
|
Unrealised foreign exchange translation differences |
- |
139 |
|
|
Fair value adjustment |
29 699 |
21 588 |
|
|
Carrying value before disposal |
71 559 |
41 860 |
|
|
Disposal of 14 million Kalahari Minerals Plc shares |
(36 193) |
- |
|
|
Cost |
(10 253) |
- |
|
|
Realised fair value adjustment |
(25 940) |
- |
|
|
Carrying value after disposal |
35 366 |
- |
|
|
Fair value adjustment |
716 |
- |
|
|
|
|
|
|
|
Carrying value |
36 082 |
41 860 |
|
|
Current portion |
36 082 |
- |
|
|
Non-current portion |
- |
41 860 |
|
The value of the listed securities available-for-sale financial assets is estimated by reference to the published closing price quotation of the London Stock Exchange at the reporting date.
During the year under review, the Group disposed of 14 million shares, the impact of which is shown herein (2009: Nil).
The sustained significant increase in the trading price of the Kalahari Minerals share price had continued and at the year end the unrealised fair value reserve is US$ 26. 063 million (2009: US$ 21. 558 million).
Due to the approval by shareholders on 7 May 2010 of a dividend in specie of 10.912 million Kalahari Minerals shares, the carrying value has been reclassified into current assets. The remaining 2.768 million Kalahari Minerals shares have been retained by the Group.
|
Unlisted securities - UrAmerica Limited: |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
Details on the acquisition of a 21.2 % investment in UrAmerica Limited: |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Balance at beginning of year |
- |
- |
|
|
Additions |
- |
4 299 |
|
|
Paid from cash reserves |
- |
2 500 |
|
|
Issue of NUL shares |
- |
1 799 |
|
|
Impairment |
- |
(4 299) |
|
|
Carrying amount |
- |
- |
|
In the prior year, in addition to the 4 421 000 shares in UrAmerica Limited, the Group was 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 US$ 1.639 per new UrAmerica ordinary shares and which is exercisable at any time before 20 April 2010 which at the date of this report, have now lapsed.
Based on the UrAmerica Limited financial statements, due to that company's financial viability the Group has impaired the carrying amount by US$ 4.299million. This impairment combined with the unrealised foreign exchange differences has resulted in the unlisted financial assets being carried at zero value.
|
10. Receivables |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Deposits |
160 |
327 |
|
|
Prepayment - URU Henkries Limited |
- |
3 525 |
|
|
Other prepayments |
30 |
104 |
|
|
Other receivables |
29 |
81 |
|
|
|
219 |
4 037 |
|
|
|
31 March 2010 |
31 March 2009 |
|
|
Prepayment - URU Henkries Limited |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Details of the prepayment on the acquisition of an investment in URU Henkries Limited: |
|
|
|
|
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 per cent. of URU Henkries Limited, a private BVI registered company, which on completion would have held 74% of the issued capital of Namakwa Uranium (Pty) Ltd ("Namakwa Uranium"), a South African private limited company. Namakwa Uranium is the owner of the Henkries uranium deposit, held under prospecting license 885/2007PR ("Henkries Deposit").
The initial consideration payable to the vendors of Namakwa Uranium comprised US$ 1.75 million in cash and 8.5 million new Niger Uranium Limited ordinary shares, both of which were placed with an escrow agent. In addition there was a deferred consideration payable amounting to a maximum of a further US$ 5.5 million in cash and 1.5 million new Niger Uranium shares.
During the year under review, Namakwa Uranium continued the process of verification and expansion of the historically defined Henkries Deposit.
On 8 October 2009 as this approval from the South African Minister of Minerals had not been received, and in agreement with the vendors of Namakwa Uranium, the Board decided not to extend further the long-stop date. Accordingly, the Share Purchase Agreement lapsed and is of no force and effect and no party has any rights or any claims against the other of them arising from such failure of the acquisition to complete.
Accordingly, the Board instructed the escrow agent to return the cash consideration of US$ 1.75 million to the company and the consideration shares were held in treasury until 22 December 2009, when they were repurchased and cancelled.
|
11. Cash and cash equivalents |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Cash on hand |
4 |
9 |
|
|
Call and notice deposits |
2 518 |
1 077 |
|
|
|
2 522 |
1 086 |
|
|
12. Share capital and premium
|
|
|
|
|
|
|
|
Number of
|
Share Capital
|
Share Premium
|
Total
|
|
|
Ordinary Shares
|
Shares
|
US$’000
|
US$’000
|
US$’000
|
|
|
|
|
|
|
|
|
|
Authorised share capital
|
|
|
|
|
|
|
300 000 000 shares of US$ 0.01 each
|
300 000 000
|
3 000
|
-
|
3 000
|
|
|
Issued share capital
|
|
|
|
|
|
|
113 210 056 shares of US$ 0.01 each
|
113 210 056
|
1 132
|
45 720
|
46 852
|
|
|
Reconciliation of the movements in share capital and share premium – 31 March 2010
|
|||||
|
|
|
|
|
|
|
|
Issued share capital
|
|
|
|
|
|
|
Balance at 1 April 2009
|
113 164 306
|
1 132
|
44 990
|
46 122
|
|
|
Issue of shares – private placement
|
4 339 994
|
43
|
1 458
|
1 501
|
|
|
Issue of shares – share options exercised
|
4 205 756
|
42
|
1 174
|
1 216
|
|
|
Repurchase and cancellation of Henkries shares
|
(8 500 000)
|
(85)
|
(1 690)
|
(1 775)
|
|
|
Share issue costs
|
-
|
-
|
(212)
|
(212)
|
|
|
Balance at 31 March 2010
|
113 210 056
|
1 132
|
45 720
|
46 852
|
|
|
Reconciliation of the movements in share capital and share premium – 31 March 2009
|
|||||
|
|
|
|
|
|
|
|
Balance at 1 April 2008
|
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
|
|
Issue of shares for the acquisition of URU Henkries Limited- repurchase and cancellation
In the prior year pending the fulfillment of certain conditions precedent, both the cash payment of US$ 1.75 million and 8.5 million issued ordinary shares in the company were placed with an escrow agent. As the conditions precedent was not fulfilled by 30 September 2009, on 21 October 2009, the company terminated the agreement and the shares were returned to the company and held in treasury. On 22 December 2009, after receiving permission from the company nominated advisor and the London Stock Exchange, the shares were repurchased and cancelled.
As noted herein, the Group has terminated the agreement and at 31 March 2010 no further consideration is payable.
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.
Dividends |
|
|
The following dividends were declared and paid by the Group: |
|
|
|
31 March 2010 |
31 March 2009 |
|
US$'000 |
US$'000 |
|
|
|
31.97 cents per qualifying ordinary share (2009: Nil) |
36 193 |
- |
After the year end, and at the Annual General Meeting held on 7 May 2010 shareholders approved a further dividend of 9.63 Kalahari shares per 100 Niger Uranium Limited shares held at that date.
|
13. Share option reserve |
|
|
|
|
The movement in the share option reserve is detailed below: |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Balance at beginning of year |
4 440 |
4 055 |
|
|
Share options expensed |
1 264 |
385 |
|
|
Warrant options reversal |
(578) |
- |
|
|
Balance at the end of the year |
5 126 |
4 440 |
|
(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 2010.
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:
|
|
Number of |
|
Contractual Life of Options |
|
||||
|
Grant date/ employees entitled |
options |
Vesting conditions |
|
|||||
|
|
|
|
|
|
|
|||
|
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 |
1 730 000 |
3 years service |
10 Years |
|
||||
|
- 15 December 2007 |
|
|
|
|
|
|||
|
Options grant to directors, key management and employees |
3 607 000 |
3 years service |
10 Years |
|
||||
|
- 16 October 2008 |
|
|
|
|
|
|||
|
Options grant to directors, key management and employees |
2 510 000 |
3 years service |
10 Years |
|
||||
|
- 9 October 2009 |
|
|
|
|
|
|||
|
|
12 649 400 |
|
|
|
|
|||
|
The number and weighted average exercise prices of share options is as follows: |
||||||||
|
|
|
31 March 2010 |
31 March 2009 |
|
||||
|
|
Number of Options |
Weighted average exercise price |
Number of Options |
Weighted average exercise price |
|
|||
|
|
|
(GBP) |
|
(GBP) |
||||
|
|
|
|
|
|
|
|||
|
Outstanding at 1 April |
9 136 067 |
0.35 |
6 532 400 |
0.47 |
|
|||
|
Granted during the year |
2 510 000 |
0.345 |
3 607 000 |
0.09 |
|
|||
|
Exercised during the year |
(5 443 667) |
0.22 |
- |
- |
|
|||
|
Forfeited during the year |
(500 000) |
0.345 |
(1 003 333) |
0.11 |
|
|||
|
Outstanding at 31 March |
5 702 400 |
0.48 |
9 136 067 |
0.35 |
|
|||
|
Exercisable at 31 March |
4 969 067 |
0.48 |
3 895 733 |
0.48 |
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
The options outstanding at 31 March 2010 have an exercise price in the range of 34.5p and 50p and a weighted average contractual life of 3.17 years. The options outstanding at 31 March 2009 had exercise prices in the range of between 9p and 50p and had a weighted average contractual life of 4.1 years.
As a consequence of the proposed dividend announcement on 30 October 2009, option holders were permitted to exercise their options and 5 443 667 options were exercised by directors and employees. The weighted average share price at the dates of exercise for share options exercised in 2010 was 38.7p (2009: no options exercised).
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 2010 |
31 March 2009 |
31 March 2010 |
31 March 2009 |
|
|
|
|
|
|
|
|
|
Fair value at grant date |
0.345 |
0.09 |
0.345 |
0.09 |
|
|
Share price |
0.345 |
0.09 |
0.345 |
0.09 |
|
|
Exercise price |
0.345 |
0.09 |
0.345 |
0.09 |
|
|
Expected volatility |
70% |
70% |
70% |
70% |
|
|
Option life (expected weighted average life) |
9.5 |
3.60 |
10.0 |
7.69 |
|
|
Expected dividends |
0% |
0% |
0% |
0% |
|
|
Risk free interest rate |
0.5% |
0.5% |
0.5% |
0.5% |
|
|
Share options expensed |
|
|
|
|
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
|
Note |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Share options granted - current year |
|
|
990 |
- |
|
|
Share options granted - year ended 31 March 2009 |
|
194 |
385 |
|
|
|
Share option expense reversal on forfeiture |
|
|
(68) |
- |
|
|
Total expense recognised in employee costs |
|
|
1 116 |
385 |
|
|
The share options expense was as follows: |
|
|
|
|
|
|
Directors |
|
16 |
714 |
151 |
|
|
Employees |
|
16 |
550 |
234 |
|
|
|
|
|
1 264 |
385 |
|
|
Expected volatility is estimated by considering historic average share price volatility. |
|
(b) Warrant options
As at 31 March 2010, 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: |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date Granted |
Date Vested |
Number of Warrants |
Exercise Price (GBP) |
Expiry Date |
Fair Value at Grant Date (GBP) |
|
|
|
|
|
|
|
|
|
|
|
Beaumont Cornish |
12 Sept 2007 |
12 Sept 2007 |
250 000 |
0.50 |
11 Sept 2010 |
0.1801 |
|
|
Beaumont Cornish |
9 Oct 2009 |
9 Oct 2009 |
100 000 |
0.345 |
9 Oct 2019 |
0.345 |
|
|
|
|
|
350 000 |
|
|
|
|
A total of 1 145 400 warrant options lapsed during the year under review. As a result of the lapsing of these warrant options a reversal of the expenses in the previous years of US$ 578 000 has been taken to profit or loss. No warrant options were cancelled or were exercised during the year. 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 2010 is calculated at US$ 1.184 million (2009: US$ 385 000). 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 2010 and 31 March 2009:
|
|
|
|
|
Year ended 31 March 2010 |
Year ended 31 March 2009 |
|
||
|
|
|
|
Price |
US$'000 |
US$'000 |
|
||
|
The expected volatility for all the grants is based on the peer data for similarly listed equities |
|
|||||||
|
Expected volatility |
|
|
|
|
|
|
||
|
Grants on 9 October 2009 |
|
|
GBP 0.345 |
70% |
- |
|
||
|
Grants on 16 October 2008 |
|
|
GBP 0.09 |
- |
70% |
|
||
|
Risk free rate |
|
|
|
0.05% |
0.05% |
|
||
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
||
|
|
|
|
|
US$'000 |
US$'000 |
|
||
|
|
|
|
|
|
|
|
||
|
Share option compensation expense |
1 184 |
385 |
|
|||||
|
Aggregate un-expensed fair value of options granted |
|
- |
522 |
|
||||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
||||
|
|
|
|||||||
|
|
|
|
||||||
Reconciliation of share options outstanding – 31 March 2010
|
|||||
|
|
|
|
Options exercisable
|
|
Range of exercise prices (GBP)
|
Number
outstanding at 31 March 2010 |
Weighted
average remaining life (years) |
Weighted
average price (GBP) |
Number
exercisable as at 31 March 2010 |
Weighted
Average
price (GBP) |
|
|
|
|
|
|
0.50
|
4 802 400
|
2.39
|
0.50
|
4 069 067
|
0.50
|
0.37
|
900 000
|
7.39
|
0.37
|
900 000
|
0.37
|
|
5 702 400
|
3.18
|
0.48
|
4 969 067
|
0.48
|
|
|
|
|
|
|
Reconciliation of share options outstanding – 31 March 2009
|
|||||
|
|
|
|
Options exercisable
|
|
Range of exercise prices (GBP)
|
Number
outstanding at 31 March 2009
|
Weighted
average remaining life (years) |
Weighted
average price (GBP) |
Number
exercisable
as at 31 March
2009
|
Weighted
Average
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
|
14. Fair value reserve
The fair value reserve includes the cumulative net change in fair value of available-for-sale investments until the investment is derecognised.
|
|
31 March 2010
|
31 March 2009
|
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
|
|
Opening balance
|
21 588
|
-
|
|
|
Movement for the year (refer note 9)
|
4 475
|
21 588
|
|
|
Closing balance
|
26 063
|
21 588
|
|
|
|
|
|
|
|
15. Trade and other payables
|
|
|
|
|
|
31 March 2010
|
31 March 2009
|
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
|
|
Trade payables
|
3
|
51
|
|
|
Accruals
|
84
|
202
|
|
|
|
87
|
253
|
|
|
16. Operating profit /(loss) for the year
|
|
|
|
|
The following items have been charged in arriving at the operating profit /(loss) for the year:
|
|||
|
|
31 March 2010
|
31 March 2009
|
|
|
|
US$’000
|
US$’000
|
|
|
|
|
|
|
|
Auditors remuneration
|
79
|
47
|
|
|
Directors fees
|
87
|
103
|
|
|
Legal fees
|
99
|
266
|
|
|
Operating lease payments
|
88
|
95
|
|
|
Depreciation
|
206
|
156
|
|
|
Foreign exchange (gain)/loss
|
|
|
|
|
Realised
|
(46)
|
(63)
|
|
|
Unrealised
|
129
|
(116)
|
|
|
Impairment of financial assets
|
-
|
4 299
|
|
|
Loss on disposal of plant and equipment
|
7
|
40
|
|
|
Fair value reserve realised on disposal of available-for-sale investment
|
(25 940)
|
-
|
|
|
Salaries and wages
|
1 871
|
1 299
|
|
|
Share options expensed – directors (equity settled)
|
714
|
151
|
|
|
Share options expensed – staff (equity settled)
|
550
|
234
|
|
|
Staff cost – salaries
|
607
|
914
|
|
|
Warrant options expense
|
50
|
-
|
|
|
Warrant options reversal on expiry
|
(628)
|
-
|
|
|
|
|
|
|
|
17. Finance expense
|
|
|
|
|
|
31 March 2010
|
31 March 2009
|
|
|
|
|
|
|
|
Finance expense on late payment of invoice
|
-
|
1
|
|
18. Finance Income |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
Finance Income on funds on deposit |
4 |
37 |
|
|
|
||
19. Income tax expense and deferred taxation |
|
||
No taxation has been provided due to calculated losses in the current and prior year. The British Virgin Islands under the IBC imposes no corporate taxes or capital gains. However the Company as a Group may be liable for taxes in the jurisdictions where it is develops mining properties.
No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which they can be recovered. No deferred tax liability has been recognised as a result of the losses in the periods to date.
|
20. Earnings per share |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
|
|
|
|
The basic earnings per share is calculated using: |
|
|
|
|
Profit /(loss) for the year (US$'000) |
22 098 |
(8 482) |
|
|
Weighted average number of ordinary shares in issue |
111 276 722 |
109 332 935 |
|
|
Basic earnings /(loss) per share (US cents) |
19.5 |
(7.8) |
|
|
Reconciliation of the weighted average number of ordinary shares in issue: |
|
|
|
|
Number of ordinary shares in issue at beginning of year |
113 164 306 |
100 000 000 |
|
|
Private placement - August 2009 |
2 774 428 |
- |
|
|
Exercise of options - 18 November 2009 |
1 532 508 |
- |
|
|
Cancellation of Henkries shares - 22 December 2009 |
(6 194 521) |
- |
|
|
Share issue - 21 April 2008 |
- |
4 395 949 |
|
|
Share issue - 1 September 2008 |
- |
4 936 986 |
|
|
|
111 276 721 |
109 332 935 |
|
|
The diluted earnings/(loss) per share is calculated using: |
|
|
|
|
Profit /(loss) for the year (US$'000) |
22 098 |
(8 482) |
|
|
Weighted average number of ordinary shares in issue |
111 276 721 |
109 332 935 |
|
|
Effect of share options on issue |
5 702 400 |
9 136 067 |
|
|
Effect of warrant options on issue |
350 000 |
1 395 400 |
|
|
Weighted average number of ordinary shares (diluted) at 31 March |
117 329 121 |
119 864 402 |
|
|
Diluted earnings /(loss) per share (US cents) |
18.8 |
(7.0) |
|
|
21.Contingent liabilities and commitments |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
Operating lease commitments |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
The future minimum lease payments under non-cancellable leases are: |
|||
|
Less than 1 year |
50 |
57 |
|
|
Later than 1 year but less than 5 years |
- |
27 |
|
|
More than 5 years |
- |
- |
|
|
|
50 |
84 |
|
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 an extension. The initial lease payment amounted to US$ 3,850 per month and escalates at 10% per annum. The two Morningside premises expired on 30 November 2008, and a one year extension has been negotiated for one of the properties.
|
|
31 March 2010 |
31 March 2009 |
|
|
Cash |
Shares |
Cash |
Shares |
Deferred consideration |
US$'000 |
000's |
US$'000 |
000's |
|
|
|
|
|
Maximum payable to: |
|
|
|
|
Namakwa Uranium Limited vendors |
- |
- |
5 500 |
1 500 |
In the prior year in terms of the URU Henkries Limited Share Purchase Agreement, there was 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 amounted to a further US$ 5.5 million in cash and a further 1.5 million new Niger Uranium Limited ordinary shares.
The URU Henkries Share Purchase Agreement was terminated on 8 October 2009 and accordingly no deferred consideration is payable.
|
22. Notes to the statement of cash flows |
|
||
|
|
31 March 2010 |
31 March 2009 |
|
|
Cash flows from operating activities |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Profit /(loss) before income tax |
22 098 |
(8 482) |
|
|
Adjusted for: |
|
|
|
|
Depreciation |
(206) |
156 |
|
|
Share based payments |
(1 264) |
385 |
|
|
Warrant option expense |
(50) |
- |
|
|
Warrant options reversal on expiry |
628 |
- |
|
|
Loss on disposal of plant and equipment |
(7) |
(40) |
|
|
Impairment of available-for-sale financial assets |
- |
4 299 |
|
|
Net finance income |
(4) |
(36) |
|
|
Unrealised foreign exchange gain/(loss) |
8 |
(116) |
|
|
Movements in working capital: |
|
|
|
|
Decrease /(increase) in receivables |
3 818 |
(3 626) |
|
|
(Decrease) in trade and other payables |
(166) |
(719) |
|
|
Cash flows from operating activities |
24 855 |
(8 179) |
|
23. 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:
|
|
|
Carrying amount |
Carrying amount |
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
Note |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
Receivables |
10 |
189 |
408 |
|
|
Cash and cash equivalents |
11 |
2 522 |
1 086 |
|
|
|
|
2 711 |
1 494 |
|
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
|
Carrying |
Contractual |
6 months |
6-12 |
1-2 |
2-5 |
|
amount |
cash flows |
or less |
months |
years |
years |
31 March 2010 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Non-derivative financial liabilities |
||||||
Trade and other payables |
87 |
87 |
87 |
- |
- |
- |
|
Carrying |
Contractual |
6 months |
6-12 |
1-2 |
2-5 |
|
amount |
cash flows |
or less |
months |
years |
years |
31 March 2009 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Non-derivative financial liabilities |
||||||
Trade and other payables |
253 |
253 |
253 |
- |
- |
- |
Market risk |
|
|
|
|
|
|
The Group's exposure to market risk is as follows: |
|
|||||
|
|
|
|
|
Carrying amount |
Carrying amount |
|
|
|
|
|
31 March 2010 |
31 March 2009 |
|
|
|
|
Note |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Available-for-sale financial assets |
|
|
|
9 |
36 082 |
41 860 |
|
(i) Exposure to currency risk |
|
|
|
|
|
|
|
|
|
The Group's exposure to foreign currency risk, based on notional amounts, was as follows: |
||||||||
|
|
|
|
|
|
|||||||||
|
|
US Dollars |
British Pounds Sterling |
Euro |
Canadian Dollars |
South African Rand |
Franc FCA |
|
||
|
31 March 2010 |
(000's) |
(000's) |
(000's) |
(000's) |
(000's) |
(000's) |
|
||
|
|
|
|
|
|
|
|
|
||
|
Receivables |
16 |
32 |
- |
- |
36 |
126 |
|
||
|
Trade and other payables |
(3) |
(2) |
- |
- |
(8) |
(74) |
|
||
|
Net exposure |
13 |
30 |
- |
- |
28 |
52 |
|
||
|
|
|
|
|
|
|
||||
A 10 per cent. weakening of the US Dollar against the above currencies at 31 March 2010 and 31 March 2009 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 statement of financial
position, are as follows.
|
|
|
|
|
|
|
|
|
|
31 March 2010 |
|
31 March 2009 |
|
|
|
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Assets carried at fair value |
|
|
|
||
|
Available-for-sale financial assets (1) |
36 082 |
36 082 |
41 860 |
41 860 |
|
|
Assets and liabilities carried at amortised cost |
|
|
|
||
|
Receivables (2) |
189 |
189 |
408 |
408 |
|
|
Cash and cash equivalents (2) |
2 522 |
2 522 |
1 086 |
1 086 |
|
|
Trade and other payables (2) |
(87) |
(87) |
(253) |
(253) |
|
|
|
38 706 |
38 706 |
43 101 |
43 101 |
|
(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.
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
|
Level 1 |
Level 2 |
Level 3 |
Total |
31 March 2010 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
Available-for-sale financial assets |
36 082 |
- |
- |
36 082 |
|
Level 1 |
Level 2 |
Level 3 |
Total |
31 March 2009 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
Available-for-sale financial assets |
41 860 |
- |
- |
41 860 |
During the years ended 31 March 2010 and 31 March 2009, available-for-sale financial assets were valued using unadjusted quoted prices in active markets for identical assets.
24. 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:
|
|
31 March 2010 |
31 March 2009 |
|
Country of Incorporation |
% |
% |
|
|
|
|
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 |
|
|
|
25. Subsequent events
(i) Special Dividend
On 21 April 2010, the Board announced that in addition to the normal business to be considered at its Annual General Meeting to be held on 7 May 2010, it was also proposing as special business the demerger of 10. 912 million Kalahari Shares to shareholders by means of a Special Dividend. The proposed Special Dividend had been unanimously approved by the Directors and the Board further confirmed that NWT Uranium Corp. ("NWT"), its largest shareholder and interested in approximately 33.8 per cent. of the issued share capital of the Company, had issued a written undertaking to vote in favour of the Special Dividend at the AGM. At the subsequent AGM held on 7 May 2010, all proposals and resolutions were approved by the shareholders.
(ii) Changes to the Board and Senior Management
On 21 April 2010, the Board announced that it had agreed to appoint Paul Loudon and to re-appoint John Lynch as non-executive directors of the Company with effect from 22 April 2010 and that on completion of the Special Dividend, David Weill would step down as a director of the Company and Paul Loudon would become Chairman. In addition, the Board announced that whilst Ian Stalker would also leave the Board on completion of the Special Dividend he would continue to act as joint-Chief Executive for an interim period pending the orderly transfer of executive responsibilities from him to Anton Esterhuizen who will be appointed as joint-Chief Executive Officer, a non-board appointment.
26. Related party disclosure
Transactions with key management personnel
During the period to 31 March 2010, 2 510 000 (2009: 3 557 000) share options were issued to directors and employees and 100 000 (2009: Nil) share warrants were issued to a Company Advisor. The options were granted under recommendation of the Remuneration Committee and were granted at an exercise price of 34.5p each. During the same period, 1 145 000 (2009: Nil) share warrants, previously issued to Company Advisors, were forfeited as they had attained their expiry date without being exercised and 570 000 (2009: Nil) share options were cancelled following the conclusion/termination of the individuals' involvement with the Company.
During the same period and as a result of the proposed distribution to shareholders of 90% of the Company's shareholding in Kalahari Minerals by way of the special dividend in specie, 5 443 667 (2009: Nil) share options were exercised at prices between 9p and 34.5p.
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:
|
|
|
|
|
|
Allocated |
|
|
|
|
|
|
|
|
price of options |
|
|
|
|
|
|
|
|
on hand |
|
|
|
|
Balance at |
Granted during |
Exercised/ |
Balance at |
31 March 2010 |
First |
|
|
|
31 March 2009 |
the period |
during the period |
31 March 2010 |
(GBP) |
exercise date |
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
J Stalker |
1 580 000 |
- |
- |
1 580 000 |
0.50 |
12 Sep 2007 |
|
|
|
1 000 000 |
- |
(1 000 000) |
- |
|
|
|
|
|
- |
400 000 |
(400 000) |
- |
|
|
|
|
G Cassidy |
500 000 |
- |
- |
500 000 |
0.37 |
15 Dec 2008 |
|
|
|
500 000 |
- |
(500 000) |
- |
|
|
|
|
|
- |
400 000 |
(400 000) |
- |
|
|
|
|
D Weill |
- |
500 000 |
(500 000) |
- |
|
|
|
|
Non-Executive |
|
|
|
|
|
|
|
|
J Lynch |
150 000 |
- |
(50 000) |
100 000 |
0.50 |
12 Sept 2007 |
|
|
|
- |
250 000 |
(250 000) |
- |
|
|
|
|
R Danon |
- |
250 000 |
(250 000) |
- |
|
|
|
|
J Sanders |
100 000 |
- |
- |
100 000 |
0.50 |
12 Sept 2007 |
|
|
|
166 667 |
- |
(166 667) |
- |
- |
|
|
|
J Mellon |
350 000 |
- |
- |
350 000 |
0.50 |
12 Sept 2007 |
|
|
M Kreczmer |
1 037 400 |
- |
- |
1 037 400 |
0.50 |
12 Sept 2007 |
|
|
W Beach |
100 000 |
- |
- |
100 000 |
0.50 |
12 Sept 2007 |
|
|
|
5 484 067 |
1 800 000 |
(3 516 667) |
3 767 400 |
0.48 |
|
|
|
(iii) Directors remuneration |
|
|
|
|
|
|
|
|
|
|
|
Fees for |
|
|
|
|
|
|
|
|
services as |
|
Expense |
|
|
|
|
|
|
a director |
Basic Salary |
allowance |
Group |
|
|
|
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
|
Executive |
|
|
|
|
|
|
|
|
J Stalker |
|
|
97 |
- |
18 |
115 |
|
|
G Cassidy |
|
|
19 |
159 |
35 |
213 |
|
|
D.Weill |
|
|
6 |
- |
- |
6 |
|
|
|
|
|
|
|
|
|
|
|
Non-Executive |
|
|
|
|
|
|
|
|
J Lynch |
|
|
16 |
- |
- |
16 |
|
|
I. Stalker |
|
|
29 |
- |
- |
29 |
|
|
D.Weill |
|
|
13 |
- |
- |
13 |
|
|
R. Danon |
|
|
14 |
- |
- |
14 |
|
|
Total for year ended 31 March 2010 |
|
194 |
159 |
53 |
406
|
|
|
|
Total for year ended 31 March 2009 |
|
|
317 |
218 |
56 |
|
|
27. 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$ 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$ 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$ 319 550.
A value of US$ 230 185 was placed on the plant and equipment and US$ 4 705 313 attributed to the value of the mining licences.
Summary of assets acquired from NWT Uranium Corporation during the period ended 31 March 2008:
|
|
Carrying amount |
Fair value |
|
|
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
Plant and equipment |
|
|
|
|
Exploration plant and equipment |
107 |
107 |
|
|
Motor vehicles |
77 |
77 |
|
|
Furniture and equipment |
46 |
46 |
|
|
|
230 |
230 |
|
|
Mining licences - refer to note 8 |
4 705 |
4 705 |
|
|
Total |
4 935 |
4 935 |
|
ENDS