For immediate release
1 October 2008
NIGER URANIUM LIMITED
('Niger Uranium' or the 'Company')
Audited Results for the year ended 31 March 2008
The Board of Niger Uranium announces that it has posted its Audited Report and Accounts for the year ended 31 March 2008 (the 'Accounts'). A copy of the Accounts can be obtained from the Company's website, being www.niger-uranium.com
The following sets out the audited results for the Company for the year ended 31 March 2008.
Chairman's statement
It gives me great pleasure to introduce Niger Uranium's first annual report to shareholders. The company, which successfully listed on 12 September 2007, has progressed considerably in a very short time and is on track to achieve the key objectives set out in the AIM listing document.
The company was established in 2007 by a majority of the former UraMin Inc. management team, with a vision of acquiring and developing uranium deposits across the globe, but primarily in Africa.
The company's strategy is to bring advanced stage projects and extensions to existing dormant deposits into production, while exploring for and developing green-field projects, with the ultimate aim of becoming a significant global uranium producer in the short to medium term.
To this end, the company is in the process of advancing its late-stage green-fields projects in Niger, particularly the In Gall and Irhazer licenses. In August 2008, the company released its maiden resource statement for targets in this license area.
MSA Geoservices of Johannesburg completed the SAMREC-compliant Inferred Resource of 14.06 million tonnes, at an average grade of 141.5 ppm eU3O8 using a 100 ppm cut-off (containing 4.39 Mlbs eU3O8).
The target is situated in the southern portion of the In Gall license, one of the eight licenses held by the company in the Republic of Niger, which cover a total of 6,773 square kilometres. All are located in the Tim Mersoi Basin, the world's fifth largest uranium producing district.
In September 2008 the company purchased 74% of Namakwa Uranium (Proprietary) Limited (Namakwa), owner of the Henkries uranium deposit (Henkries Deposit) under prospecting license (885/2007PR). I am sure that the Henkries Deposit will become South Africa's first open pit uranium mine, with an internal target date of late 2011.
The company also acquired substantial stakes in Kalahari Minerals and UrAmerica (and, by association, interests in exploration projects in both Namibia and South America), which has expanded and diversified the portfolio of uranium assets and interests around the world. Our highly experienced management and technical teams continue to move ahead with our strategic development. The mandates are:
To develop existing concessions and deliver cash flow as soon as possible
To expand the geographical portfolio of uranium assets by acquiring new properties with proven uranium reserves, on a standalone, earn-in, joint venture or partnership basis
To continue with the drilling and exploration programmes at our existing properties and in support of the properties in which we have an interest
To work in partnership with local communities and regulatory institutions, and to pay the utmost respect to the environment and the social welfare of the citizens and communities in our respective fields of operation
To operate under a sound fiscal and corporate governance framework
The management and technical teams have recent and relevant experience of taking projects in the uranium sector from the exploration and drilling phases to mine development and production. This is, I believe, one of many factors that provide the company with a significant competitive advantage in the sector.
Outlook
Nuclear power generation remains firmly on many governments' energy agenda, fuelled by global warming concerns (carbon dioxide and other greenhouse gas emissions), dwindling fossil fuel supplies and the goal of self-sufficient domestic power production.
There are already nearly 440 nuclear reactors operating in more than 30 countries, with 15 nations depending on nuclear power to deliver 25% or more of their electricity supply. Nuclear generation accounts for in excess of 30% in Europe and Japan and a fifth of the United States' electricity.
In East and South Asia, approximately 110 nuclear power reactors are in operation, whilst 18 are under construction and a further 110 are at the planning stage.
As the demand for energy rises, particularly in developing economies, an increased reliance on nuclear power generation is expected in the medium and longer term. Looking beyond the volatility that has recently affected the global commodities sector, value predictions for uranium mining are generally positive and should continue to maintain upward pricing pressure.
I am steadfast in my belief that Niger Uranium represents one of the best investment opportunities in the uranium sector. I am equally confident that our management team can meet the challenges that lie ahead and realise Niger Uranium's drive for growth and value creation.
As each day passes we move closer to earnings, both through our value added strategic investments and through the production and delivery from our uranium property resource base.
The coming year promises much for the company and its shareholders as we move closer to achieving our vision.
James Mellon
Non-executive Chairman
September 2008
Contacts:
Niger Uranium Limited Ian Stalker, Non-executive Deputy Chairman John Sanders, Chief Executive Officer |
Tel: +27 11 269 4900 |
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Beaumont Cornish Limited Michael Cornish |
Tel: +44 (0)20 7628 3396 |
Independent Auditor's Report
To the Members of Niger Uranium Limited
We have audited the group annual financial statements of Niger Uranium Limited, which comprise the balance sheet at 31 March 2008, and the income statement, the statement of changes in equity and cash flow statement for the period then ended, and the notes to the financial statements, which include a summary of significant accounting policies and other explanatory notes, as set out on pages 37 to 62.
Directors' Responsibility for the Financial Statements
The company's directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, these financial statements present fairly, in all material respects, the consolidated financial position of Niger Uranium Limited at 31 March 2008, and its consolidated financial performance and consolidated cash flows for the period then ended in accordance with International Financial Reporting Standards.
KPMG Inc. Registered Auditor Per Nick van Niekerk Chartered Accountant (SA) Registered Auditor Director 30 September 2008 85 Empire Road Parktown South Africa |
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CONSOLIDATED BALANCE SHEET
USD'000 |
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Note |
Group 31 March 2008 |
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ASSETS Non-current assets |
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Property, plant and equipment |
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6 |
564 |
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Intangible assets |
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7 |
4,825 |
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Other investments |
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8 |
15,362 |
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20,751 |
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Current assets |
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Trade and other receivables |
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9 |
411 |
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Cash and cash equivalents |
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10 |
14,923 |
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15,334 |
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|
|
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Total assets |
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36,085 |
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EQUITY AND LIABILITIES |
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Equity |
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6 |
564 |
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Share capital and premium |
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11 |
42,540 |
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Foreign currency translation reserve |
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4 |
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Share option reserve |
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12 |
4,055 |
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Accumulated deficit |
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(11,486) |
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35,113 |
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Current liabilities |
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Trade and other payables |
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13 |
972 |
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|
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Total equity and liabilities |
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36,085 |
The financial statements were approved by the Board of Directors on 29 September 2008 and signed on its behalf by:
Gordon Cassidy
Director
CONSOLIDATED INCOME STATEMENT
USD'000 |
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Note |
Group From 21 May 2007 to 31 March 2008 |
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Revenue |
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- |
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Salaries and wages |
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3,448 |
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General and administrative expenditure |
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2,539 |
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Exploration and pre-feasibility expenditure |
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449 |
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Impairment losses of financial assets |
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4,589 |
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Warrant option expense |
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789 |
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Operating loss |
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16 |
11,814 |
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Finance income - net |
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(328) |
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Interest paid |
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14 |
1 |
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Interest received |
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15 |
(329) |
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Net loss before taxation |
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11,486 |
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Taxation |
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17 |
- |
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Net loss for the period |
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11,486 |
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Loss per share |
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Basic loss per share (in US cents) |
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18 |
(0.14) |
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Group |
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USD'000 |
Share capital |
Share premium |
Foreign currency translation reserve |
Share option reserve |
Accumulated Deficit |
Total Equity |
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Balance at date of incorporation |
- |
- |
- |
- |
- |
- |
Shares issued |
1,000 |
43,625 |
- |
- |
- |
44,625 |
Share issue costs |
- |
(2,085) |
- |
- |
- |
(2,085) |
Share based payment expense |
- |
- |
- |
4,055 |
- |
4,055 |
Currency translation differences |
- |
- |
4 |
- |
- |
4 |
Net loss for the period |
- |
- |
- |
- |
(11,486) |
(11,486) |
Closing balance |
1,000 |
41,540 |
4 |
4,055 |
(11,486) |
35,113 |
CONSOLIDATED CASH FLOW STATEMENT
USD'000 |
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Note |
Group From 21 May 2007 to 31 March 2008 |
Cash flows from operating activities |
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Cash utilised by operations |
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20.1 |
(3,074) |
Changes in net working capital |
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20.2 |
561 |
Cash utilised by operations |
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(2,513) |
Net finance income |
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328 |
Net cash from operating activities |
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(2,185) |
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Cash flows from investing activities |
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Additions to property, plant and equipment |
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(637) |
Additions to intangibles |
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(4,705) |
Acquisition of subsidiaries |
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- |
Acquisition of financial assets |
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(10,186) |
Net cash used in investing activities |
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(15,528) |
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Cash flows from financing activities |
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Issue of shares |
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34,721 |
Cost of share issues |
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(2,085) |
Net cash from financing activities |
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32,636 |
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Net cash flow for the period |
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14,923 |
Cash and cash equivalents at date of incorporation |
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- |
Cash and cash equivalents at 31 March |
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14,923 |
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Niger Uranium Limited, formerly known as UraMin Niger Limited, was incorporated in the British Virgin Islands on 21 May 2007 in terms of the BVI Business Companies Act. The name of the Company was changed, and the change registered, in the British Virgin Islands on 7 June 2007.
Niger Uranium Limited ('the Company') and its subsidiaries ('together 'the group') seek out uranium mining opportunities around the world as an active investor and project developer. After its formation the group acquired exploration licences in the state of Niger. During the period under review the group conducted exploration activities and has made a strategic investment into a Company with activities in the same sector.
The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange on 12 September 2007.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out herein. These policies have been consistently applied to the period from the date of incorporation, 21 May 2007 to 31 March 2008.
2.1 Basis of preparation
The consolidated financial statements of Niger Uranium Limited and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS). The consolidated financial statements have been prepared under the historical cost convention, except for financial instruments which are stated at fair value. The financial statements are presented in thousands of United States Dollars unless otherwise stated.
Use of estimates and judgements
The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements is included in the following notes:
Note 12 - measurement of share-based payments
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2008, and have not been applied in preparing these consolidated financial statements:
(a)Standards, amendments and interpretations of existing standards that are not yet effective and have not been early adopted by the group
IFRIC 16 |
Hedges of a Net Investment in a Foreign Operation |
Various |
Improvements to IFRSs (excluding IFRS 5 amendment) |
IFRS 2 amendment |
IFRS 2 Share-based Payment: Vesting Conditions and Cancellations |
IFRS 8 |
Operating Segments |
IAS 1 |
Presentation of Financial Statements |
IAS 23 |
Borrowing Costs |
IAS 27& IFRS 1 amendment |
Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate |
IFRS 3 |
Business Combinations |
IAS 27 amendment |
Consolidated and Separate Financial Statements |
IAS 39 amendment |
Eligible hedged items |
2.2 Basis of Consolidation
(a)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 the income statement.
Inter-Company transactions, balances and unrealised gains on transactions between group companies are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
2.3 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those in other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those in segments operating in other economic environments.
2.4 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity ('the functional currency'). The consolidated financial statements are presented in United States Dollars, which is the Group's functional and presentation currency.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when deferred in equity as qualifying cash flow hedges.
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.
Translation differences on non-monetary financial assets and liabilities are reported as part of the fair value gain or loss. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit and loss are recognised in profit and loss as a part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available-for-sale are included in the available-for-sale reserve in equity.
c) Group companies
The results and financial position of all the group's entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
a) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction rates, in which case income and expenses are translated at the rate on the dates of the transactions);
c) equity for each balance sheet presented is translated at the closing rate at the date of that balance sheet;
d) all resulting exchange differences are recognised as a separate component of equity,
On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency adjustments, designated as hedges of such investments, are taken to shareholders equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognised in profit or loss as part of the gain or loss on sale.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.
2.5 Property, plant and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment was determined by reference to its fair value at the date of acquisition.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. Borrowing costs related to the acquisition, construction or production of qualifying assets are recognised in profit or loss as incurred.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within 'other income' in profit or loss. When revalued assets are sold, the amounts included in the revaluation surplus reserve are transferred to retained earnings.
Exploration and evaluation of mineral resources
In accordance with the full cost method, all costs associated with exploration and evaluation of mineral resources are capitalized on a project-by-project basis pending determination of the feasibility of the project. Exploration and evaluation costs include direct technical and administrative expenses but not general overheads. Any pre-exploration costs are expensed.
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. Where a licence is relinquished, a project abandoned, or considered to be of no further commercial value to the group, the costs will be expensed.
Depreciation and amortisation
Depreciation on assets is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:
Exploration plant and equipment 3 years
Motor vehicles 3 years
Computer equipment 5 years
Furniture and office equipment 5 years
The assets' residual values and useful lives are reviewed and adjusted if appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognised in profit and loss.
2.6 Intangible assets
Licences
Mining development licences
Mining development licences are considered to be intangible assets and are recorded at cost less provisions for impairments in value.
Acquired licences are shown at historical cost. Licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of licences over their estimated useful lives.
2.7 Impairment of non financial assets
Assets that are subject to amortisation are reviewed for impairment at each reporting date to determine whether there is any indication of impairment. An impairment is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the assets fair value less cost to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows.
2.8 Financial instruments
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance sheet date.
Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences are recognised in equity. Changes in the fair value of monetary securities classified as available-for-sale are recognised in equity.
When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments recognised in equity are included in the income statement as gains or losses from investment securities.
The fair values of quoted investments are based on current bid prices.
The group assesses at each balance sheet date whether there is objective evidence that a financial asset is impaired. In the case of equity securities classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered as an indicator that the securities are impaired. The impairment loss is calculated by reference to the fair value and recognised in profit or loss. Impairment losses recognised in the income statement are not reversed through profit or loss.
2.9 Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.10 Cash and cash equivalents
Cash and cash equivalents include cash on hand and deposits held at call with banks.
2.11 Share capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from equity, net of any tax effects.
2.12 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
2.13 Current and deferred income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company's subsidiaries operate and generate taxable income.
Deferred income tax charge is determined using tax rates and laws that have been enacted or substantively enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred liability is settled.
Deferred income tax assets on assessed losses, unusual tax losses or tax credits are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is provided on temporary differences arising on the investment in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeable future.
2.14 Employee benefits
(a)Pension obligations and other post employment benefits
Beyond the payment of the employee salary the group does not offer any pension and post employment benefits to employees.
(b)Share-based compensation
The Group operates an equity-settled, share-based compensation plan, The Niger Uranium Limited Share Option Plan 2008. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity.
2.15 Revenue recognition
Interest income
Interest income is recognized on a time-proportion basis, using the effective interest method.
2.16 Leases
Leases of property, plant and equipment where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables. The interest element of the instalment is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term.
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.
2.17 Loss per share
Basic loss per share is computed by dividing earnings or loss available to common shareholders by the weighted average number of common shares outstanding during the year. The treasury stock method is used to calculate diluted earnings or loss per share. 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.
3. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. 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.
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.
3.1 Financial risk factors
(a) Market risk
(i)Foreign exchange risk
The Group, operating internationally, is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar, British Pounds Sterling and South African Rand. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group, however, does not hedge its exposure to foreign currency exchange risk.
The group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
(ii) 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 is exposed to commodity price risk. The group's equity investments are publicly traded.
(iii) Cash flow and fair value risk
As the group has interest bearing assets, a portion of the groups' income and operating cash flows have interest rate risks.
(b) Credit risk
The Group has no significant concentrations of credit risk. The Group has policies that limit the amount of credit exposure to any one financial institution.
(c) Liquidity risk
Prudent liquidity risk management includes maintaining sufficient cash and marketable securities 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.
3.2 Capital risk management
The Group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the group may issue new shares or sell assets to generate cash.
3.3 Determination of fair values
A number of the Group's accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
(i) Property, plant and equipment
The fair value of property, plant and equipment recognised as a result of a business combination is based on market values. The market value of property is the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm's length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The market value of items of plant, equipment, fixtures and fittings is based on the quoted market prices for similar items.
(ii) Intangible assets
The fair value of patents and trademarks acquired in a business combination is based on the discounted estimated royalty payments that have been avoided as a result of the patent or trademark being owned. The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows.
(iii) Trade and other receivables
The fair value of trade and other receivables, excluding construction work in progress, but including service concession receivables, is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.
(iv) Share-based payment transactions
The fair value of employee stock options is measured using a binomial lattice model. The fair value of share appreciation rights is measured using the Black-Scholes formula. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average historic volatility adjusted for changes expected due to publicly available information), weighted average expected life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached to the transactions are not taken into account in determining fair value.
4. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
4.1 Critical accounting estimates and assumptions
The group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:
Intangibles
The group test annually whether the intangibles have suffered any impairment, in accordance with the accounting policies stated in note 2.7.
5. Segment information
Segmental information is presented in respect of the Group's geographical and operational segments. Segmental information, assets, liabilities, income and expenses include items directly attributable to the segment that can be allocated on a reasonable and consistent basis. As the business is currently only involved in exploration only geographic segments have been provided
Geographic segment |
South Africa |
Niger |
Total |
USD'000 |
|
|
|
Finance Income |
(328) |
- |
(328) |
Depreciation |
17 |
56 |
73 |
Impairment of loan to subsidiary |
900 |
- |
900 |
Net loss |
10,688 |
798 |
11,486 |
Total assets |
34,657 |
1,428 |
36,085 |
Total liabilities |
(872) |
(100) |
(972) |
Capital expenditure |
198 |
439 |
637 |
6. Property, plant and equipment |
|
|
|
|
|
Group |
|
|
|
|
|
USD'000 |
|
|
Cost |
Accumulated depreciation |
Net book value |
|
|
|
|
|
|
Exploration plant and equipment |
|
|
160 |
(21) |
139 |
Motor Vehicles |
|
|
217 |
(28) |
189 |
Computer equipment |
|
|
133 |
(13) |
120 |
Furniture and equipment |
|
|
127 |
(11) |
116 |
|
|
|
637 |
(73) |
564 |
Reconciliation of net book value from the date of incorporation to the balance sheet date |
|
|
|
|
|
|
Group |
Exploration plant and equipment |
Motor vehicles |
Computer equipment |
Furniture and office equipment |
Total |
|
|
|
|
|
|
|
|
Balance at date of incorporation |
- |
- |
- |
- |
- |
|
Additions |
160 |
217 |
133 |
127 |
637 |
|
Depreciation |
(21) |
(28) |
(13) |
(11) |
(73) |
|
Net book value |
139 |
189 |
120 |
116 |
564 |
Due to acquisition dates being close to the period end, no depreciation has been charged against certain of the assets up to 31 March 2008. Any depreciation which might have been chargeable in not considered to be material.
7. Intangible assets |
|
|
|
|
|
|
|
|
|
|
Group |
USD'000 |
|
|
|
|
|
Exploration licences |
|
|
|
|
4,825 |
Reconciliation of net book value from the date of incorporation to the balance sheet date |
|
|
|
|
|
USD'000 |
|
|
|
|
Group |
|
|
|
|
|
|
|
|
|
Northwestern licences |
UraMin Licences |
Total |
Balance at date of incorporation |
|
|
- |
- |
- |
Acquisitions |
|
|
4,705 |
120 |
4,825 |
Balance at the end of period |
|
|
4,705 |
120 |
4,825 |
Under the Asset Purchase Agreement, detailed in note 25, Northwestern Mineral Ventures Inc. agreed to transfer both its two (2) mining development licences and its mining assets in Niger to the Company. These transfers were made in exchange for the issuance of shares in the Company plus Canadian Dollars 4.8 million (US Dollars 4.616 million)such that Northwestern Mineral Ventures Inc. would own 50% of the issued shares in the Company, on a fully diluted basis.
Under the same agreement UraMin agreed to pay US Dollars 15 million and to transfer its six (6) mining development licences in Niger to the Company, in exchange for the issuance of shares in the Company. Management has subsequently placed a fair value of US Dollars 20,000 on each licence.
8. Other investments |
|
|
|
|
|
USD'000 |
|
|
|
|
|
|
|
|
|
Fair value |
Group |
Listed securities: |
|
|
|
|
|
Available-for-sale financial assets |
|
|
|
15,362 |
15,362 |
The available-for-sale financial assets comprise 20 million ordinary shares in Kalahari Minerals plc (which equated to approximately 17.8 % (and voting power) of the shares in issue) and are traded on AIM, a market operated by the London Stock Exchange.
As the investment is considered to be of strategic importance, the Company used a combination of cash and equity to acquire the Kalahari shares. The details of the consideration paid were as follows:
USD'000 |
|
|
|
Group |
|
|
|
|
|
|
|
Paid from cash reserves |
|
|
|
10,186 |
|
Issue of 17,000,000 shares in NUL |
|
|
|
9,904 |
|
Total consideration |
|
|
|
20,090 |
The NUL shares issued to the vendors in consideration for the acquisition of the Kalahari shares are not subject to any trading restrictions.
The movement in available-for-sale financial assets is summarised as follows:
USD'000 |
|
|
|
Group |
|
|
|
|
|
Balance at date of incorporation |
|
|
|
- |
Additions |
|
|
|
20,090 |
Unrealised foreign exchange translation differences |
|
|
|
(139) |
Impairment |
|
|
|
(4,589) |
Carrying value |
|
|
|
15,362 |
Less: Short term portion |
|
|
|
- |
Carrying value |
|
|
|
15,362 |
Due to the reduction in the trading price of the financial asset, the Group and Company have impaired the value the financial asset by USD 4, 6 million at the period end. The value of the available-for-sale financial assets is estimated by reference to the published closing price quotation of the London Stock Exchange at the reporting date.
Available-for-sale financial assets are denominated in the following currency |
|
|
|
|
|
|
|
|
|
British pounds sterling ('000) |
|
|
|
7,700 |
9. Trade and other receivables |
|
|
|
|
USD'000 |
|
|
|
Group |
Deposits |
|
|
|
182 |
Prepayments |
|
|
|
49 |
Other receivables |
|
|
|
180 |
|
|
|
|
411 |
10. Cash and cash equivalents |
|
|
|
|
|
|
|
|
Group |
Cash on hand |
|
|
|
6 |
Call and notice deposits |
|
|
|
14,917 |
|
|
|
|
14,923 |
The carrying amounts approximate fair value due to the short maturities of these instruments.
11. Share capital |
|
|
|
|
|
Ordinary shares |
|
|
|
|
|
|
|
Number of shares |
Share capital USD'000 |
Share premium USD'000 |
Total USD'000 |
Authorised share capital: |
|
|
|
|
|
300 000 000 shares of USD 0.01 each |
|
300,000,000 |
3,000 |
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Issued share capital: |
|
|
|
|
|
Initial issue of shares |
|
83,000,000 |
830 |
33,891 |
34,721 |
Private placement |
|
17,000,000 |
170 |
9,734 |
9,904 |
Share issue expenses |
|
|
- |
(2,085) |
(2,085) |
|
|
|
1,000 |
41,540 |
42,540 |
On 21 May 2007 Niger Uranium Limited was incorporated with authorised share capital of 10,000 shares of par value of USD 0. 01each. On incorporation, 10,000 shares of USD 0.01 were issued at an issue price of USD 1.00 per share.
Niger Uranium Limited concluded the successful admission of its shares to trading on AIM, a market operated by the London Stock Exchange, on 12 September 2007 issuing 19.09 million new Ordinary Shares at British Pounds 0.50 per share in a general issue of shares for cash on the listing, raising British Pounds 9.545 Million. On 20 March 2008 the Company issued a further 17,000,000 ordinary shares at British Pounds Sterling 0.29 per share in a general issue for cash, raising British Pounds Sterling 4.9 million
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.
12. Share Option Reserve |
|
|
|
|
The movement in the share option reserve is detailed below: |
||||
USD'000 |
|
|
|
Group |
Balance at date of incorporation |
|
|
|
- |
Share options expensed during the period |
|
|
|
3,266 |
Warrant options expensed during the period |
|
|
|
789 |
|
|
|
|
4,055 |
12. (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. Besides the initial tranche of 2 602 400 options which vested immediately, the subsequent allotments vest to a maximum of one third over a period of three years. Below is disclosure of the movement of Niger Uranium's share options as well as reconciliation to the Company's share options outstanding on 31 March 2008.
The following is a summary of the group's options granted under its Share Incentive Scheme: |
|||||
|
|
|
|
Number of options |
Weighted average exercise price GBP |
|
|
|
|
|
|
Balance at date of incorporation |
|
|
|
- |
- |
Share options granted during the period |
|
|
|
6 532 400 |
0.45 |
Balance at the end of the period |
|
|
|
6 532 400 |
0.45 |
No share options were forfeited, exercised or expired during the period from incorporation up to 31 March 2008.
12 (b) Warrant options |
|||||||
As at 31 March 2008, the following warrant options, issued in respect of capital raising, had been granted but not exercised. |
|||||||
The following is a summary of the group's warrant options granted under its Share Incentive Scheme: |
|||||||
Name |
Date Granted |
Date Vested |
Number of warrants |
Exercise Price (GBP) |
Expiry Date |
Fair Value at Grant Date (GBP) |
|
Regent Resources |
12 Sept 2007 |
12 Sept 2007 |
544,065 |
0.50 |
11 Sept 2009 |
0.2749 |
|
Haywood Securities |
12 Sept 2007 |
12 Sept 2007 |
601,335 |
0.50 |
11 Sept 2009 |
0.2749 |
|
Beaumont Cornish |
12 Sept 2007 |
12 Sept 2007 |
250,000 |
0.50 |
11 Sept 2010 |
0.1801 |
|
|
|
|
1,395,400 |
|
|
|
No warrant options lapsed, were cancelled or were exercised during the period from incorporation up to 31 March 2008.
Share based payments
The fair value of the options vested during the period ended 31 March 2008 is calculated at US Dollars 3,266 million. The assessed fair value at grant date is determined using the Black-Scholes Model that takes into account the exercise price, the term of the option, the share price at grant date, the expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The following information lists the inputs to the models used for the period ended 31 March 2008:
Expected volatility - 85% for grants at 12 September 2007 and 81% for grants at 15 December 2007, based on the peer data for similarly listed equities.
Risk-free interest rate - 5.25%
Share price at grant rate - GBP 0.50 for grants at 12 September 2007 and GBP 0.50 and GBP 0.37 for grants at 15 December 2007
The share option compensation expense for the period ended 31 March 2008 was USD 3, 265 million. As at 31 March 2008 the aggregate un-expensed fair value of unvested stock options granted amounted to USD 1, 4 million.
Reconciliation of share options outstanding at the balance sheet date |
|
|
|
|
|
GBP |
|
|
|
|
|
|
|
|
|
Options exercisable |
|
Range of exercise prices |
Number outstanding at 31 March 2008 |
Weighted average remaining life (years) |
Weighted average price |
Number exercisable as at 31 March 2008 |
Weighted average exercise price |
|
|
|
|
|
|
0.50 |
4 802 400 |
4.6 |
0.50 |
2 602 400 |
0.50 |
0.37 |
1 730 000 |
9.3 |
0.37 |
- |
- |
|
6 532 400 |
5.6 |
0.47 |
2 602 400 |
0.50 |
13. Trade and other payables |
|
|
|
|
USD'000 |
|
|
|
Group |
|
|
|
|
|
Trade payables |
|
|
|
570 |
Accruals |
|
|
|
402 |
|
|
|
|
972 |
14. Interest paid |
|
|
|
|
USD'000 |
|
|
|
Group |
|
|
|
|
|
Interest paid |
|
|
|
1 |
15. Interest received |
|
|
|
|
USD'000 |
|
|
|
Group |
|
|
|
|
|
Interest received |
|
|
|
329 |
16. Loss for the period |
|
|
|
|
USD'000 |
|
|
|
Group |
The following items have been charged in arriving at the operating loss for the period |
|
|
|
|
Auditors remuneration |
|
|
|
19 |
Directors fees |
|
|
|
531 |
Legal fees |
|
|
|
196 |
Operating lease payments |
|
|
|
44 |
Depreciation |
|
|
|
73 |
Foreign exchange loss/(gain) |
|
|
|
|
-realised |
|
|
|
(1) |
-unrealised |
|
|
|
119 |
Impairment of financial assets |
|
|
|
4,589 |
Salaries and wages |
|
|
|
3,448 |
|
|
|
|
2,954 |
|
|
|
|
311 |
|
|
|
|
183 |
Warrant options expensed |
|
|
|
789 |
17. Taxation and Deferred taxation
No Company taxation has been provided by the group because it has a calculated tax loss.
A deferred tax asset has not been recognised because of the uncertainty that future taxable profit will be available against which temporary differences can be utilised.
18. Loss per share |
|
|
|
|
|
|
|
|
Group |
The basic loss per share is calculated using: |
|
|
|
|
Loss for the period (USD000's) |
|
|
|
(11,486) |
And a weighted average number of shares in issue |
|
|
|
83,595,541 |
Basic loss per share (US cents) |
|
|
|
(0.14) |
|
|
|
|
|
The diluted loss per share is calculated using: |
|
|
|
|
Loss for the period (USD000's) |
|
|
|
(11,486) |
Weighted average number of shares in issue |
|
|
|
83,595,541 |
Effect of share options on issue |
|
|
|
6,532,400 |
Effect of warrant options on issue |
|
|
|
1,395,400 |
Weighted average number of ordinary shares (diluted) at 31 March |
|
|
|
91,523,341 |
Diluted loss per share (US cents) |
|
|
|
(0.13) |
19.Contingent liabilities and commitments |
|
|
|
|
USD'000 |
|
|
|
Group |
|
|
|
|
|
Operating lease commitments The future minimum lease payments under non-cancellable leases are |
|
|
|
|
Less than 1 year |
|
|
|
46 |
Later than 1 year but less than 5 years |
|
|
|
64 |
More than 5 years |
|
|
|
- |
|
|
|
|
110 |
The operating leases relate to leases of premises in Sandton, which all commenced in December 2007. The Sandton premises lease expires in December 2010, with an option to negotiate on any extension. The initial lease payment amounted to USD 3,850 per month and will escalate by 10% per annum. The Morningside premises expire 30 November 2008, with an option to negotiate on any extension.
20. Notes to the cash flow statement |
|
|
|
|
20.1 Cash utilised by operations |
|
|
|
|
USD'000 |
|
|
|
Group From 21 May 2007 to 31 March 2008 |
|
|
|
|
|
Loss before taxation |
|
|
|
(11,486) |
Adjusted for: |
|
|
|
|
-Depreciation |
|
|
|
73 |
-Share based payments |
|
|
|
3,265 |
-Warrant options expensed |
|
|
|
789 |
-Impairment of available-for-sale financial assets |
|
|
|
4,589 |
-Finance income -net |
|
|
|
(328) |
-Unrealised foreign exchange loss |
|
|
|
24 |
Cash utilised by operations |
|
|
|
(3,074) |
20.2 Changes in net working capital |
|
|
|
|
|
USD'000 |
|
|
|
Group |
|
Increase/decrease in: |
|
|
|
|
|
Trade accounts receivable and prepayments |
|
|
|
(411) |
|
Trade accounts payable and accruals |
|
|
|
972 |
|
|
|
|
|
561 |
21. Financial instruments
Credit risk
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
USD'000's |
|
|
|
|
|
|
|
|
|
Note |
Carrying amount |
Available-for-sale financial assets |
|
|
|
9 |
15,362 |
Trade and other receivables |
|
|
|
10 |
411 |
Cash and cash equivalents |
|
|
|
11 |
14,923 |
|
|
|
|
|
30,696 |
Liquidity risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements.
USD'000's |
|
|
|
|
|
|
|
Carrying amount |
Contractual cash flows |
6 months or less |
6-12 months |
1-2 years |
2-5 years |
Non-derivative financial liabilities |
|
|
|
|
|
|
Trade and other payables |
972 |
972 |
972 |
- |
- |
- |
|
972 |
972 |
972 |
- |
- |
- |
Exposure to currency risk
The Group's exposure to foreign currency risk was as follows based on notional amounts:
|
|
|
|
|
|
|
|
US Dollars |
British Pounds Sterling |
Euro |
Canadian Dollars |
South African Rand |
Franc FCA |
|
'000's |
'000's |
'000's |
'000's |
'000's |
'000's |
Trade and other receivables |
288 |
41 |
57 |
0 |
23 |
2 |
Trade and other payables |
(190) |
(103) |
- |
(564) |
(15) |
(100) |
Net exposure |
98 |
(62) |
57 |
(564) |
8 |
(98) |
The following significant exchange rates applied during the period:
|
|
|
|
|
|
USD |
|
|
|
Average rate |
Reporting date |
British Pounds Sterling |
|
|
|
0.4976 |
0.5015 |
Euro |
|
|
|
0.7021 |
0.6333 |
Canadian Dollars |
|
|
|
1.0185 |
1.0232 |
South African rand |
|
|
|
7.1425 |
8.194 |
Franc FCA |
|
|
|
469.76 |
423.46 |
Sensitivity analysis
A 10 percent strengthening of the US Dollar against the following currencies at 31 March 2008 would have increased/ (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.
Effect in USD'000's |
|
|
|
Equity |
Profit or loss |
British pounds sterling |
|
|
|
405 |
(6) |
Euro |
|
|
|
- |
6 |
Canadian Dollars |
|
|
|
- |
(56) |
South African Rand |
|
|
|
- |
1 |
Franc FCA |
|
|
|
24 |
10 |
A 10 percent weakening of the US Dollar against the above currencies at 31 March 2008 would have had
the equal but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables remain constant.
Fair values
Fair values versus carrying amounts
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:
USD'000's |
|
|
|
|
|
|
|
|
|
Carrying amount |
Fair value |
Available-for-sale financial assets |
|
|
|
15,362 |
15,362 |
Trade and other receivables |
|
|
|
411 |
411 |
Cash and cash equivalents |
|
|
|
14,923 |
14,923 |
Trade and other payables |
|
|
|
(972) |
(972) |
|
|
|
|
29,724 |
29,724 |
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.
22. Financial risk management
The Group's activities expose it to a variety of financial risks, including the effects of changes in debt and equity market prices, foreign currency exchange rates and interest rates. The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group. The Group does not hedge its exposure to foreign currency exchange risk.
22.1 Financial risk factors
(a) Market risk
The Group is exposed to foreign exchange risk arising predominantly from foreign currency denominated sales. The Group, however, does not hedge its exposure to foreign currency exchange risk.
(b) Credit risk
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.
(c) Liquidity risk
Prudent liquidity risk management implies 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.
22.2 Capital risk management
The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group has no set policy on maintenance of a set proportion of borrowings in fixed rate instruments versus variable instruments. At the period end no debt was held in any at fixed instruments.
22.3 Fair value estimation
The fair value of publicly traded derivatives and trading securities is based on quoted market prices at the balance sheet date.
In assessing the fair value of other financial instruments, the group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Option pricing models and estimated discounted value of future cash flows, are used to determine fair value for the remaining financial instruments.
The face values less any estimated credit adjustments for financial assets and liabilities with a maturity of less than one year are assumed to approximate their fair values. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate available to the group for similar financial instruments.
The actual disclosed values of the financial instruments all approximate the fair values of these instruments.
23. Events after the balance sheet date
(i)UrAmerica Limited
On 14 April 2008, Niger Uranium Limited subscribed for 4,421,000 new ordinary shares in UrAmerica representing 20.89 per cent. of UrAmerica's enlarged issued share capital. The shares were purchased at a price of US$1.093 per new UrAmerica Ordinary Share. In addition, Niger Uranium has been issued with 4,421,000 warrants to subscribe for a further 4,421,000 new UrAmerica Ordinary Shares at an exercise price of US$1.639 per new UrAmerica Ordinary Share which are exercisable at any time within the next two years. Accordingly, and subject to the exercise in full of the Warrants, Niger Uranium will own 8,842,000 new UrAmerica Ordinary Shares representing approximately 33.58 per cent. of the diluted enlarged issued share capital of UrAmerica.
(ii)Kalahari Minerals plc
On 16 April 2008, and subsequent to their purchase of 20 million ordinary shares in Kalahari Minerals on 20 March 2008, Niger Uranium purchased a further 7,680,000 ordinary shares in Kalahari Minerals.
The shares were purchased from the conditional placing of 46,080,000 new Kalahari Ordinary Shares at a placing price of 31.25p per Kalahari Ordinary Share. The total price paid for the additional 7,680,000 Kalahari shares was £2,400,000 (US$4,771,440). Following the purchase Niger Uranium Limited owned 27,680,000 Kalahari Ordinary Shares representing approximately 17.5 per cent. of the enlarged issued share capital of Kalahari Minerals.
(iii)Appointment of John Sanders as Chief Executive Officer
On 4 August 2008 John Sanders was appointed as Chief Executive Officer with immediate effect. Mr. Ian Stalker, who had filled both roles of Executive Deputy Chairman and Acting Chief Executive Officer, would then revert to his position as a non-executive director.
(iv)URU Henkries Limited
On 1 September 2008, Niger Uranium Limited announced that it had signed a share purchase agreement for the acquisition of URU Henkries Limited, a private Company which owned a 74 per cent interest in the Henkries uranium project located in the Northern Cape province of South Africa. Niger Uranium Limited acquired the entire issued share capital of URU Henkries, for an initial consideration of US$1.75 million in cash together with 8,500,000 new Niger Uranium ordinary shares. There is also a deferred consideration payable based on Niger Uranium establishing, in due course, a JORC Code compliant 'Indicated' and 'Measured' uranium resource for the Henkries Project. The maximum additional consideration amounts to a further US$5.5 million in cash and a further 1,500,000 new Niger Uranium ordinary shares. Accordingly, the aggregate maximum consideration to be paid by Niger Uranium amounts to 10.0 million new Niger Uranium ordinary shares and US$7.25 million in cash. The initial cash consideration will be financed from Niger Uranium's existing cash resources. Any deferred cash consideration that might become payable in the event that a resource is established, which the Directors of Niger Uranium Limited do not anticipate would arise before the middle of 2009, would subsequently be financed by a fundraising at that time or a realisation of the Company's other investments as appropriate.
24. Related party disclosure
NWT Uranium Inc.
At 31 March 2008, NWT Uranium Inc (formerly Northwestern Mineral Ventures Inc.) held 31,955,000 (31.9%) of the shares of Niger Uranium Limited.
NWT Uranium Inc and UraMin Inc were parties to the original formation and incorporation of the Company in May 2007 and, under agreement, it was agreed that NWT Uranium Inc would be re-imbursed for all expenses incurred by them until the Company was able to fund all expenses directly.
At 31 March 2008, an accrual of US Dollars 563,631 was made in respect of expenses incurred by NWT Uranium Inc. on behalf of the Group. This amount covered the period from May 2007 through to December 2007 and no further payment or accrual will be required.
Templar Minerals Limited / Polo Resources Limited
Through a commonality of directors, Niger Uranium Limited is associated with the day to day financial operations of Templar Minerals Limited and Polo Resources Limited, both of whose shares are traded on AIM.
As a result, at Niger Uranium Limited's South African based administration centre in Johannesburg, and with effect from 1 January 2008, several staff members were involved in the investor relations, accounting and procurement functions of all three companies. For providing this service, Niger Uranium Limited is entitled to recharge both Templar Minerals and Polo Resources a proportion of the costs of running the Johannesburg centre.
During the period 12 December 2007 to 31 March 2008, Niger Uranium paid expenses totalling US Dollars 1,048,582 on behalf of Templar Mineral Limited. By 31 March 2008, Templar Minerals had repaid an amount of US Dollars 1,059,499 to Niger Uranium Limited, resulting in a credit balance of due to Templar Minerals Limited of US Dollars 10,917.
As entitled, Niger Uranium charged Templar Minerals Limited an amount of US Dollars 81,123 for providing this service. Whilst outstanding in Niger Uranium's accounts at 31 March 2008, the debt was settled in full by Templar Minerals Limited during August 2008 as part of the charge raised by Niger Uranium Limited in respect of the period 1 January 2008 to 31 August 2008.
At 31 March 2008, Templar Minerals Limited is reflected as a trade and other receivable for US Dollars 70,206 in the accounts of Niger Uranium Limited. Under the same arrangement, and during the period 13 March 2008 and 31 March 2008, Niger Uranium Limited paid expenses totalling US Dollars 8,510 on behalf of Polo Resources Limited. Because of the minimal work involved in providing this service no administration charge was raised on Polo Resources Limited.
At 31 March 2008, Polo Resources is reflected as a trade and other receivable for US Dollars 8,510 in the accounts of Niger Uranium Limited.
Transactions with key management personnel
During the period to 31 March 2008, 6,532,400 share options had been issued to directors and employees and none had been exercised. The options were granted under recommendation of the Remuneration Committee and were granted in two separate tranches. The first award of 2 602 400 options were granted at an exercise price of £0.50 each, whilst the second award of 3 930 000 options were granted at an exercise price of £0.37 each
Group
The following transactions were carried out with related parties:
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 the income statement with a corresponding increase in equity. The Remuneration Committee is responsible for the granting of options at its discretion.
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Group |
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The following transactions were carried out with related parties: |
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Details of share options outstanding and exercised by Directors are as follows: |
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|
Balance at 21 May 2007 |
Granted during the period |
Exercised/ lapsed during the period |
Balance at 31 March 2008 |
Allocated price of options on hand 31 March 2008 GBP |
First exercise date |
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Executive: |
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|
|
|
|
|
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J Stalker |
- |
1,580,000 |
- |
1,580,000 |
0.50 |
12 Sept 2007 |
||
G Cassidy |
- |
500,000 |
- |
500,000 |
0.37 |
15 Dec 2008 |
||
M Kreczmer |
- |
1,037,400 |
- |
1,037,400 |
0.50 |
12 Sept 2007 |
||
Non-Executive: |
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|
|
|
|
|
||
J Mellon |
- |
350,000 |
- |
350,000 |
0.50 |
12 Sept 2007 |
||
J Lynch |
- |
100,000 |
- |
100,000 |
0.50 |
12 Sept 2007 |
||
NL Herbert |
- |
1,535,000 |
- |
1,535,000 |
0.50 |
12 Sept 2007 |
||
Independent: |
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|
|
|
|
|
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W Beach |
- |
100,000 |
- |
100,000 |
0.50 |
12 Sept 2007 |
||
|
- |
5,202,400 |
- |
5,202,400 |
0.49 |
|
On 12 September 2007, Mr. J Sanders was granted 100,000 share options at GBP 0.50 per option, however he was only appointed as director after the period end.
The following transactions were carried out with related parties: |
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Directors remuneration |
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USD'000 |
|
Fees for services as director |
Basic salary |
Expense allowance |
Share options |
Group |
Executive: |
|
|
|
|
|
|
J Stalker |
|
200 |
- |
9 |
- |
209 |
G Cassidy |
|
2 |
77 |
8 |
- |
87 |
M Kreczmer |
|
16 |
100 |
- |
- |
116 |
Non-Executive: |
|
|
|
|
|
|
J Mellon |
|
16 |
- |
- |
- |
16 |
J Lynch |
|
16 |
- |
- |
- |
16 |
NL Herbert |
|
14 |
57 |
- |
- |
71 |
Independent: |
|
|
|
|
|
|
W Beach |
|
16 |
- |
- |
- |
16 |
|
|
280 |
234 |
17 |
- |
531 |
25. Asset Purchase Agreement
On 17 July 2007, an Asset Purchase Agreement was signed between the Company and Northwestern Mineral Ventures Inc. and UraMin Inc.
Under the agreement, UraMin agreed to pay US Dollars 15 million and to transfer its six (6) mining development licences in Niger to the Company, in exchange for the issuance of shares in the Company 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 Niger to the Company. These transfers were made in exchange for the issuance of shares in the Company plus Canadian Dollars 4.8 million (US Dollars 4.616 million)such that Northwestern Mineral Ventures Inc. would own 50% of the issued shares in the Company, on a fully diluted basis. The par value of the shares issued is US Dollars 319,550,
A value of US Dollars 230,185 was placed on the property, plant and equipment and US Dollars 4,705,313 attributed to the value of the mining licences.
Summary of assets acquired from NWT |
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|
|
|
|
USD'000's |
|
|
|
Carrying amount |
Fair value |
Property, plant and equipment |
|
|
|
|
|
|
|
|
|
107 |
107 |
|
|
|
|
77 |
77 |
|
|
|
|
46 |
46 |
|
|
|
|
230 |
230 |
Mining licences |
|
|
|
4,705 |
4,705 |
Total |
|
|
|
4,935 |
4,935 |
ENDS