21 December 2012
URU Metals Limited
("URU" or "the Company")
Unaudited Interim Results for the six month period ended 30 September 2012
URU Metals Limited, (AIM:URU), the base metals and uranium explorer and development company, announces its interim results for the six months ended 30 September 2012. A copy of this announcement is available on the Company's website, www.urumetals.com.
CHAIRMAN'S STATEMENT
I am pleased to present to our shareholders and stakeholders, the condensed consolidated interim report of the Group for the six months ended 30 September 2012 (the "Period").
Despite the tight economic conditions we believe that the Group will continue to deliver value to its shareholders. We are pursuing all possible options and alternatives to bringing shareholder value.
HIGHLIGHTS
The highlights of our progress during the six months to 30 September 2012, and to the date of this report, can be summarised as follows:
NICKEL JOINT VENTURE
Whilst the Group accelerated the completion of the Preliminary Economic Assessment ("PEA") on the Zebediela Project and announced a NI 43-101 compliant PEA on 7 June 2012, it is most distressing that our partners have decided to proceed with arbitration proceedings.
URU continues to work with both parties to resolve the dispute and to move forward with the project's development as originally planned.
At this stage we have decided not to impair the investment in the Nickel Project, until the results of the arbitration become known.
We are unable to provide guidance at this time as to when the arbitration proceedings will commence, and the timeframe under which one could expect a decision by the arbitrators.
NIGER
The drilling and exploration programme at our In Gall and Irhazer licensed areas has not returned compelling results. Given the continued global slowdown and the difficulty in obtaining extensions to our licence areas in Niger, I report that we are considering our options in regard of these assets and at this stage, it was considered prudent to impair the cost incurred to date on the Niger licences.
MANAGEMENT AND BOARD
As announced in February 2012, the Board was most pleased to welcome Mr. Roger Lemaitre, a well experienced geologist as Chief Executive to the Company. In conjunction with the appointment of myself to the Board in July 2012 Messrs Lemaitre and Vieira were also appointed, whilst Mr. Paul Loudon and Mr. John Lynch agreed to step down. I would like to thank them both for their contributions over the years.
ANNUAL GENERAL MEETING
The Group held its Annual General Meeting on 26 October 2012 and we were pleased to announce that all resolutions were duly passed.
OUTLOOK
Since incorporation, the Company has sought to widen its strategy in the field of metals exploration and development and continues to seek to develop a diverse portfolio of exploration and development projects either organically or through acquisition.
The result of the arbitration proceedings on the nickel joint venture is eagerly awaited, in order to further progress this project.
At the reporting date, the Group had cash resources of US$ 2.773 million and no borrowings.
Along with other junior exploration companies during the period the share price declined from just over 7.5p to 2.88p.
We continue to believe that the fundamentals of the base minerals industries remain positive.
David Subotic
Non-Executive Chairman
20 December 2012
Contact Details:
URU Metals Limited Roger Lemaitre, CEO, Director
|
+ 1 416 892 2870
|
SP Angel Corporate Finance LLP (Nominated Adviser and Joint Broker) Ewan Leggat / Laura Littley
|
+ 44 203 463 2260 |
Daniel Stewart & Company Plc (Joint Broker) Anthony Legge
|
+ 44 207 776 6590 |
Ribeiro Communications Ana Ribeiro |
+44 (0) 7980 321 505 |
Independent Auditor's Review Report on Condensed Consolidated Interim Financial Information
To the Shareholders of URU Metals Limited
We have reviewed the accompanying condensed consolidated interim report of URU Metals Limited, which comprise the condensed consolidated statement of financial position at 30 September 2012, and the related condensed consolidated statement of comprehensive income, changes in equity and cash flows for the six months then ended, and selected explanatory notes. The directors are responsible for the preparation and presentation of this interim report in accordance with International Accounting Standard IAS 34, Interim Financial Reporting. Our responsibility is to express a conclusion on this interim report based on our review.
Scope of review
We conducted our review in accordance with the International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of the condensed consolidated interim report consists of making enquiries, primarily of persons responsible for the financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim report of URU Metals Limited for the six months ended 30 September 2012 is not prepared, in all material respects, in accordance with International Accounting Standard IAS 34, Interim Financial Reporting.
KPMG Inc.
Per Nick van Niekerk
Chartered Accountant (SA)
Registered Auditor
Director
20 December 2012
85 Empire Road
Parktown
South Africa
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
US$'000 |
Note |
Reviewed As at 30 September 2012 |
Reviewed As at 30 September 2011 |
Audited As at 31 March 2012 |
ASSETS |
|
|
|
|
Non-current assets |
|
|
|
|
Plant and equipment |
|
39 |
99 |
69 |
Intangible assets |
5 |
- |
4 705 |
4 705 |
Investment in jointly controlled asset |
6 |
3 929 |
3 318 |
3 703 |
|
|
3 968 |
8 122 |
8 477 |
Current assets |
|
|
|
|
Receivables |
7 |
117 |
164 |
94 |
Cash and cash equivalents |
|
2 773 |
5 251 |
4 035 |
|
|
2 890 |
5 415 |
4 129 |
|
|
|
|
|
Total assets |
|
6 858 |
13 537 |
12 606 |
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
Equity and reserves |
|
|
|
|
Share capital and premium |
8 |
46 857 |
46 852 |
46 857 |
Reserves |
9 |
1 751 |
3 505 |
3 612 |
Accumulated deficit |
|
(41 991) |
(37 011) |
(38 185) |
|
|
6 617 |
13 346 |
12 284 |
Current liabilities |
|
|
|
|
Trade and other payables |
|
241 |
191 |
322 |
|
|
|
|
|
Total equity and liabilities |
|
6 858 |
13 537 |
12 606 |
|
|
|
|
|
The condensed consolidated interim financial statements were approved by the Board of Directors on 20 December 2012 and signed on its behalf by:
D. Subotic
Director
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
US$'000 |
Note |
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
(5 752) |
(1 217) |
(2 391) |
Administrative expenses |
|
(943) |
(973) |
(1 893) |
Exploration expenditure |
|
(16) |
(244) |
(498) |
Other expenses |
(4 793) |
- |
- |
|
|
|
|
|
|
Operating loss |
10 |
(5 752) |
(1 217) |
(2 391) |
|
|
|
|
|
Net finance income |
|
- |
- |
- |
|
|
|
|
|
Loss before income tax |
|
(5 752) |
(1 217) |
(2 391) |
Income tax expense |
11 |
- |
- |
- |
Loss for the period |
|
(5 752) |
(1 217) |
(2 391) |
|
|
|
|
|
Other comprehensive income |
|
|
|
|
Foreign currency translation differences for foreign operations |
|
(3) |
3 |
(1) |
Other comprehensive income for the period, net of income tax |
(3) |
3 |
(1) |
|
|
|
|
|
|
Total comprehensive income for the period |
|
(5 755) |
(1 214) |
(2 392) |
|
|
|
|
|
Loss attributable to: |
|
|
|
|
Owners of the company |
|
(5 755) |
(1 217) |
(2 391) |
|
|
|
|
|
Total comprehensive income attributable to: |
|
|
|
|
Owners of the company |
|
(5 755) |
(1 214) |
(2 392) |
|
|
|
|
|
Basic loss per share (in US cents) |
12 |
(0.05) |
(1.08) |
(2.11) |
Diluted loss per share (in US cents) |
12 |
(0.05) |
(1.08) |
(2.11) |
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
|
|
|
|
||||
US$'000 |
Share Capital |
Share premium |
Foreign currency translation reserve |
Share and warrant option reserve |
Accumulated deficit |
Total |
||||
|
|
|||||||||
Balance at 1 April 2011 |
1 132 |
45 720 |
(124) |
3 626 |
(35 794) |
14 560 |
||||
Loss for the period |
|
|
|
|
|
|
||||
Loss for the period |
- |
- |
- |
- |
(1 217) |
(1 217) |
||||
Other comprehensive income |
|
|
|
|
|
|||||
Foreign currency translation differences |
- |
- |
3 |
- |
- |
3 |
||||
Total other comprehensive income |
- |
- |
3 |
- |
- |
3 |
||||
Total comprehensive income for the period attributable to owners of the company |
- |
- |
3 |
- |
(1 217) |
(1 214) |
||||
Balance at 30 September 2011 |
1 132 |
45 720 |
(121) |
3 626 |
(37 011) |
13 346 |
||||
|
|
|
|
|
|
|
||||
Balance at 1 October 2011 |
1 132 |
45 720 |
(121) |
3 626 |
(37 011) |
13 346 |
||||
Loss for the period |
|
|
|
|
||||||
Loss for the period |
- |
- |
- |
- |
(1 174) |
(1 174) |
||||
Other comprehensive income |
|
|
|
|
|
|||||
Foreign currency translation differences |
- |
- |
(4) |
- |
- |
(4) |
||||
Total other comprehensive income |
- |
- |
(4) |
- |
- |
(4) |
||||
Total comprehensive income for the period attributable to owners of the company |
- |
- |
(4) |
- |
- |
(4) |
||||
Transactions with owners, recorded directly in equity |
|
|
|
|||||||
Contributions by and distributions to owners |
|
|
|
|
||||||
Issue of shares |
1 |
4 |
- |
- |
- |
5 |
||||
Share-based payment transactions |
- |
- |
- |
111 |
- |
111 |
||||
Total contributions by and distributions to owners for the period |
1 |
4 |
- |
111 |
- |
116 |
||||
Balance at 31 March 2012 |
1 133 |
45 724 |
(125) |
3 737 |
(38 185) |
12 284 |
||||
|
|
|
|
|
|
|
||||
Balance at 1 April 2012 |
1 133 |
45 724 |
(125) |
3 737 |
(38 185) |
12 284 |
||||
Loss for the period |
|
|
|
|
|
|
||||
Loss for the period |
- |
- |
- |
- |
(5 752) |
(5 752) |
||||
Other comprehensive income |
|
|
|
|
|
|
||||
Foreign currency translation differences |
- |
- |
(3) |
- |
- |
(3) |
||||
Total other comprehensive income |
- |
- |
(3) |
- |
- |
(3) |
||||
Total comprehensive income for the period attributable to owners of the company |
- |
- |
(3) |
- |
(5 752) |
(5 755) |
||||
Transactions with owners, recorded directly in equity |
|
|
|
|
||||||
Contributions by and distributions to owners |
|
|
|
|
||||||
Share-based payment transactions |
- |
- |
- |
(1 858) |
1 946 |
88 |
||||
Total contributions by and distributions to owners for the period |
- |
- |
- |
(1 858) |
1 946 |
88 |
||||
Balance at 30 September 2012 |
1 133 |
45 724 |
(128) |
1 879 |
(41 991) |
6 617 |
||||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
US$'000 |
Note |
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Cash flows from operating activities |
14.1 |
(1 057) |
(1 044) |
(1 980) |
Finance income |
|
- |
- |
- |
Net cash used in operating activities |
|
(1 057) |
(1 044) |
(1 980) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Additions to plant and equipment |
|
- |
- |
(5) |
Investment in jointly controlled asset |
6 |
(226) |
(1 543) |
(1 928) |
Net cash used in investing activities |
|
(226) |
(1 543) |
(1 933) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
Proceeds from issue of share capital |
8 |
- |
- |
5 |
|
|
|
|
|
Net increase in cash and cash equivalents |
|
(1 283) |
(2 587) |
(3 908) |
Cash and cash equivalents at beginning of period |
|
4 035 |
7 964 |
7 964 |
Effect of exchange rate fluctuations on cash held |
|
21 |
(126) |
(21) |
Cash and cash equivalents at end of period |
|
2 773 |
5 251 |
4 035 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Reporting Entity
URU Metals Limited (the "Company"), formerly known as Niger Uranium limited, and before that UraMin Niger Limited 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 condensed consolidated financial statements of the Group as at and for the six months ended 30 September 2012 comprises the results 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.
2. Basis of preparation
a) Statement of compliance
The condensed consolidated interim report has been prepared in accordance with International Accounting Standard IAS 34 Interim Financial Reporting.
b) Basis of measurement
The condensed consolidated financial statements have been prepared on a historical cost basis except in previous periods where available-for-sale financial assets were measured at fair value.
c) Functional and presentation currency
Items included in the condensed 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 condensed consolidated financial statements are presented in United States Dollars, which is the Company's functional and presentation currency. All financial information presented in United States Dollars has been rounded to the nearest thousand.
d) Use of estimates and judgements
The preparation of the condensed consolidated financial statements in conformity with International Financial Reporting Statements (IFRS) 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 condensed consolidated financial statements within the next financial year, are included in the following notes:
Note 5 - Intangible assets and impairments
Note 9 - Measurement of share-based payment
3. Significant accounting policies
The accounting policies adopted are consistent with those described in the annual financial statements for the year ended 31 March 2012. With effect from 1 April 2012 the Group adopted IFRS 7 amendment Disclosures - Transfers of Financial Assets and IAS 1 Presentation of Financial Statements: Presentation of Items of Other Comprehensive Income.
Amendment to IFRS 7 Financial Instruments: Disclosures
The amendment to IFRS 7 has been adopted by the first time for its financial reporting period ending 31 March 2013. In terms of the amendments additional disclosures will be provided regarding transfers of financial assets that are:
- not derecognised in their entirety and
- derecognised in their entirety but for which the Group retains continuing involvement.
The adoption of IFRS 7 has had no impact on the Group financial statements for the current reporting period.
Amendment to IAS 1 Presentation of Financial Statements
The amendment to IAS 1 has been adopted by the first time for its financial reporting period ending 31 March 2013. In terms of the amendment the Group presents those items of other comprehensive income that may be reclassified to profit or loss in the future separately from those that would never be reclassified to profit or loss. The related tax effects of the two sub-categories are to be shown separately. This is a change in presentation and will have no impact on the recognition or measurement of items in the financial statements. The amendment should be applied retrospectively and the comparative information will be restated.
The adoption of IAS 1 has had no impact on the Group financial statements for the current reporting period.
4. Segment information
The Group has two 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 licenses and exploring these licence areas.
- 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 2012 or 2011.
There are varying levels of integration between the Exploration 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 |
Corporate Office |
Total |
||||||
|
Reviewed |
Reviewed |
Audited |
Reviewed |
Reviewed |
Audited |
Reviewed |
Reviewed |
Audited |
|
|
|
|
|
|
|
|
|
|
|
30 Sept 2012 |
30 Sept 2011 |
31 March 2012 |
30 Sept 2012 |
30 Sept 2011 |
31 March 2012 |
30 Sept 2012 |
30 Sept 2011 |
31 March 2012 |
Depreciation |
(3) |
(11) |
20 |
(24) |
(27) |
51 |
(27) |
(38) |
71 |
Loss before tax |
(4 892) |
(469) |
(1 017) |
(860) |
(748) |
(1 374) |
(5 752) |
(1 217) |
(2 391) |
Other material non-cash items |
|
|
|
|
|
|
|
|
|
- Share based payments expense |
- |
- |
- |
88 |
- |
132 |
88 |
- |
132 |
- Share based payments reversal on expiry |
- |
- |
- |
- |
- |
(21) |
- |
- |
(21) |
- Impairment of intangibles |
(4 705) |
- |
- |
- |
- |
- |
(4 705) |
- |
- |
Assets |
38 |
4 804 |
4 759 |
6 820 |
8 733 |
7 847 |
6 858 |
13 537 |
12 606 |
Capital expenditure |
- |
- |
(2) |
- |
- |
(3) |
- |
- |
(5) |
Liabilities |
(191) |
(131) |
(186) |
(50) |
(60) |
(136) |
(241) |
(191) |
(322) |
Geographic information
For the period ended 30 September 2012, exploration activities were conducted in both South Africa and Niger and administration is conducted from the South African office. In presenting information based on the geographic information, segment assets are based on the geographical location of the assets.
US$'000 |
|
|
|
|||
|
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|||
|
Revenue |
Non-current assets |
Revenue |
Non-current assets |
Revenues |
Non-current assets |
|
|
|
|
|
|
|
Niger |
- |
9 |
- |
4 729 |
- |
4 759 |
South Africa |
- |
3 959 |
- |
3 393 |
- |
3 718 |
|
- |
3 968 |
- |
8 122 |
- |
8 477 |
5. Intangible assets
US$'000 |
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
|
|
|
Balance at beginning of period |
4 705 |
4 825 |
4 825 |
Amortisation and impairments |
(4 705) |
(120) |
(120) |
Balance at end of period |
- |
4 705 |
4 705 |
As reported at the prior year end, the Group considered that it has fully complied with its commitments under the terms of the licences that it currently holds and awaited the granting of an extension for the Irhazer and In Gall licences.
As a consequence of the delay in the granting of the extension and the deepening global economic crisis, management have impaired the cost of the licences.
The Group is reviewing the requirements of the licence financial commitments or may elect to forfeit any or all of the licences. The intangible assets will continue to be reviewed for impairment as described in the accounting policies.
The Irhazer and Ingall licences initially carried at a total acquisition cost of US$ 4.705 million were registered in the name of NWT Uranium Corporation ("NWT). The Kamas 1, Kamas 2, Kamas 3, Kamas 4, Dabala 3 and Dabala 4 licences initially carried at an acquisition cost of US$ 120 000 were registered in the name of UraMin. In terms of the policy these licences have been impaired in full. All of the Niger exploration licences were acquired from NWT and UraMin Inc. in terms of the asset purchase agreement.
6. Investment in jointly controlled asset
US$'000 |
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|||
|
Non-current Asset |
Ownership |
Non-current asset |
Ownership |
Non-current asset |
Ownership |
|
||||||
Investment in Nickel Joint Venture |
3 929 |
45% |
3 318 |
45% |
3 703 |
45% |
|
|
|
|
|
|
|
Reconciliation of the movement in the Nickel Joint Venture |
|
|
|
|||
Opening balance |
3 318 |
|
1 775 |
|
1 775 |
|
Increase in investment |
611 |
|
1 543 |
|
1 928 |
|
Balance at end of period |
3 929 |
|
3 318 |
|
3 703 |
|
On 5 October 2010, the Group announced that it had entered into a joint venture (the "Nickel Joint Venture") with Southern African Nickel ("SAN"), the joint owner and current developer of a portfolio of large nickel projects in Southern Africa. Under the agreement, the Company committed to provide funding to the Joint Venture of, in aggregate, up to US$3.6 million over a period of 20 months from 5 October 2010.
As a consequence of the positive results from the drilling programme and the progress made in metallurgical testing phases, the Joint Venture partners have committed further funding of US$ 685 000 in order to complete a Preliminary Economic Assessment study ("PEA") on the Zebediela Nickel Project and to continue with metallurgical testing of the Burgersfort Nickel Project mineralization.
Capital commitments in respect of the jointly controlled asset:
|
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|||
|
Total |
URU Metals share |
Total |
URU Metals share |
Total |
URU Metals share |
URU Metals incurred |
- |
- |
282 |
282 |
450 |
206 |
On 6 April 2011 the Company announced the satisfactory and successful conclusion of all due diligence activities between SAN and Umnex Holdings in relation to the acquisition of the Zebediela Nickel Project close to the mining town of Mokopane in the Limpopo province of South Africa. The Zebediela project is an addition to the portfolio of nickel assets held by the SAN-URU Metals exploration Joint Venture. The acquisition involved no additional cash consideration to be made by either the Company or SAN and did not increase the Company's original committed contribution to the Joint Venture of US$3.6 million.
During the year ended 31 March 2012, URU Metals satisfied all its obligations under the Joint Venture Agreement and has a fully vested a 50 per cent. interest in the Nickel Joint Venture. As announced on 6 April 2011, the Joint Venture is seeking to continue the development of the Zebediela Nickel Project, Umnex Mineral Holdings (Pty) Ltd. ("Umnex"), the vendor of the Zebediela Nickel Project, will receive a direct interest in the Joint Venture from both Southern African Nickel and URU Metals, following which the effective interest of each party in the Joint Venture will be: URU Metals 45 per cent., Southern African Nickel 40 per cent. and Umnex 15 per cent.
On 6 August 2012 the Group announced that it had been notified by Southern Africa Nickel ("SAN"), a private South African Company and Umnex Mineral Holdings ("Umnex"), a South African Black Economic Empowerment ("BEE") Group, which is part of the Umbono Capital Group, its joint venture partners in the Zebediela Nickel Project, that they are serving a formal notice of arbitration against each other.
The dispute, in which both partners are citing a lack of performance in achieving deliverables under the SAN-Umnex joint venture agreement, is strictly between SAN and Umnex Mineral Holdings. URU is not a direct party to the dispute.
URU's interest in the Zebediela project has been vested through an agreement signed between SAN and URU (that pre-dates the SAN-Umnex agreement which is the subject of this dispute) under which URU would have first refusal over African nickel projects identified by SAN.
Over the past couple of weeks, URU's management has been actively talking with both SAN and Umnex to resolve the disputed issues, and to work towards a solution that is acceptable and equitable to all parties. Even though arbitration is proceeding, URU will continue to work with both parties to resolve the dispute and to move forward with the project's development as originally planned.
Should the arbitrator rule that Umnex is able to terminate the SAN-Umnex agreement due to non-compliance, Umnex may have the option to purchase 100% of the Zebediela project from SAN in exchange for cash equivalent to the entire expenditures incurred to date by URU and SAN. In that event, URU would recover all of the cash invested in the Zebediela project to date.
If the arbitrator rules in SAN's favour, the project will continue to be developed under the original agreement.
URU cannot provide guidance at this time as to when the arbitration proceedings will commence, and the timeframe under which one could expect a decision by the arbitrators.
The arbitration proceedings will certainly have an impact on the timelines for the completion of the Pre-Feasibility Study, as outlined in the Zebediela Preliminary Economic Assessment announced on 7 June 2012.
URU has retained legal counsel to guide and protect the Company's interest in the Zebediela project and will update the market in due course once further details of the arbitration proceedings become available.
At this stage, Management has not impaired the investment in the Nickel Project. Until such time as the Arbitration process is completed, the investment in the jointly controlled asset will continue to be reviewed for impairment as described in the accounting policies.
7. Receivables
US$'000 |
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
|
|
|
Deposits |
26 |
88 |
28 |
Other prepayments |
36 |
9 |
30 |
Other receivables |
55 |
67 |
36 |
|
117 |
164 |
94 |
8. Share capital and premium
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.
9. Reserves
US$'000 |
Note |
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
|
|
|
|
Foreign currency translation reserve |
|
(128) |
(121) |
(125) |
Share and warrant option reserve |
10.1 |
1 879 |
3 626 |
3 737 |
|
|
1 751 |
3 505 |
3 612 |
9.1 Share and warrant option reserve
US$'000 |
||||
The movement in the share and warrant option reserve is detailed below: |
|
Share Options |
Warrant options |
Total |
Balance at 1 April 2011 and 30 September 2011 |
|
3 576 |
50 |
3 626 |
Share and warrant option reversal on cancellation and expiry |
|
(21) |
- |
(21) |
Share and warrant option expense |
|
132 |
- |
132 |
Balance at 31 March 2012 |
|
3 687 |
50 |
3 737 |
Share and warrant option reversal on cancellation and expiry |
|
(1 946) |
- |
(1 946) |
Share and warrant option expense |
|
88 |
- |
88 |
Balance at 30 September 2012 |
|
1 829 |
50 |
1 879 |
Share Options
The 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. In the period ended 30 September 2012, no options were granted, whilst 2 502 400 options lapsed. No options were cancelled or forfeited.
During the year ended 31 March 2012, 1 850 000 options were granted, 1 500 000 options were forfeited and cancelled and 66 666 options were exercised.
Warrant Options
In the periods to 30 September 2011 and 2012, and the year ended 31 March 2012, no warrant options were issued nor did any lapse.
10. Operating loss
US$'000 |
|
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
||||
The following items have been recognised in arriving at the operating loss for the period |
||||
Auditors remuneration |
|
48 |
50 |
78 |
Directors fees |
|
22 |
135 |
188 |
Fees for services as director |
|
22 |
28 |
47 |
Basic salary |
|
- |
93 |
127- |
Expense allowance |
|
- |
14 |
14 |
Legal fees |
|
61 |
11 |
26 |
Operating lease payments |
|
33 |
51 |
100 |
Depreciation |
|
27 |
38 |
71 |
Foreign exchange loss/(gain) |
|
|
|
|
realised |
|
6 |
17 |
30 |
unrealised |
|
(21) |
126 |
21 |
Impairment of intangible assets (see note 5) |
|
4 705 |
- |
- |
Salaries and wages |
|
349 |
232 |
734 |
Share options expensed - directors (equity settled) |
88 |
- |
66 |
|
Share options expensed - staff (equity settled) |
- |
- |
66 |
|
Share options reversal - directors |
|
- |
- |
(21) |
Staff cost - salaries |
|
261 |
232 |
623 |
11. Income tax expense and deferred taxation
No taxation has been provided due to calculated tax losses in the current and prior year in the jurisdictions in which it operates.
The British Virgin Islands under the IBC imposes no corporate or capital gains taxes. However the Company as a Group may be liable for taxes in the jurisdictions where it develops mining properties.
No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable
future profits against which it can be recovered. No deferred tax liability has been recognised as a result
of the losses in the periods to date.
12. Loss per share |
|
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
The basic loss per share is calculated using: |
|
|
|
||
Loss for the period (US$'000) |
|
(5 752) |
(1 217) |
(2 391) |
|
Weighted average number of shares in issue |
|
113 276 722 |
113 210 056 |
113 217 160 |
|
Basic loss per share (US cents) |
|
(0.05) |
(1.08) |
(2.11) |
|
Reconciliation of the weighted average number of ordinary shares in issue: |
|
||||
Number of ordinary shares at beginning of the period |
113 276 722 |
113 210 056 |
113 210 056 |
||
Exercise of options |
- |
- |
7 104 |
||
|
113 276 722 |
113 210 056 |
113 217 160 |
||
|
|
|
|
|
|
|
|
|
|
|
|
The diluted loss per share is calculated using: |
|
|
|
||
Loss for the period (US$'000) |
|
(5 752) |
(1 217) |
(2 391) |
|
|
|
|
|
|
|
Reconciliation of the diluted weighted average ordinary shares in issue: |
|
|
|||
Weighted average number of shares in issue and diluted number of ordinary shares |
|
113 276 722 |
113 210 056 |
113 217 160 |
|
|
|
|
|
|
|
Diluted loss per share (US cents) |
|
(0.05) |
(1.08) |
(2.11) |
|
At 30 September 2012, 8 233 334 share options (31 March 2012 : 10 735 734 share options and 30 September 2011: 10 452 400 share options) and 100 000 warrant options (30 September 2012 and 2011:100 000) were excluded from the diluted weighted average number of ordinary shares calculations as their effect would be anti-dilutive.
The average market value of the Group's shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.
13.Contingent liabilities and commitments |
|
|
|
|
US$'000 |
|
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
Operating lease commitments |
|
|
|
|
The future minimum lease payments under non-cancellable leases are: |
||||
Less than 1 year |
|
62 |
60 |
42 |
Later than 1 year but less than 5 years |
|
10 |
76 |
68 |
|
|
72 |
136 |
110 |
The operating lease commitments relate to a property leases in Sandton which commenced in December 2010. The lease expires in December 2013, with an option to negotiate an extension. The initial lease payment amounted to US$ 4,916 per month and escalates at 8% per annum.
At 30 September 2012 there are no contingent liabilities.
14. Notes to the statement of cash flows
14.1 Cash flows from operating activities |
|
|
|
|
US$'000 |
|
Reviewed 6 months ended 30 September 2012 |
Reviewed 6 months ended 30 September 2011 |
Audited Year ended 31 March 2012 |
|
|
|
|
|
Loss before income tax |
|
(5 752) |
(1 217) |
(2 391) |
Adjusted for: |
|
|
|
|
- Depreciation |
|
27 |
38 |
71 |
- Share-based payments expense |
|
88 |
- |
132 |
- Share based payments expense reversal on expiry |
- |
- |
(21) |
|
Impairment of intangible assets |
4 705 |
- |
- |
|
Unrealised foreign exchange (gain)/loss |
|
(21) |
126 |
21 |
|
|
(953) |
(1 053) |
(2 188) |
Movements in working capital: |
|
|
|
|
(Increase)/decrease in receivables |
|
(23) |
11 |
80 |
Increase/(decrease) in trade and other payables |
|
(81) |
(2) |
128 |
Cash flows from operating activities |
|
(1 057) |
(1 044) |
(1 980) |
15. Related parties
(i) 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:
|
Reviewed As at 30 September 2012 |
Reviewed As at 30 September 2011 |
Audited As at 31 March 2012 |
|||
Niger Uranium S.A. |
Niger |
100 |
100 |
100 |
||
URU (Management) Limited* |
British Virgin Islands |
100 |
100 |
100 |
||
URU (Africa) Limited* |
British Virgin Islands |
100 |
100 |
100 |
||
Namaqua Uranium (Proprietary) Limited* |
Namibia |
100 |
100 |
100 |
||
URU Metals (Zambia) Ltd* |
Zambia |
100 |
100 |
100 |
||
*- dormant |
|
|
|
|
||
(ii) Transactions with key management personnel
No share options were issued in the period to 30 September 2011 and 2012. During the period to 31 March 2012, 1 850 000 share options were issued to directors and employees of the Company. The options were granted under recommendation of the Remuneration Committee and were granted at an exercise price of £0.07 each.
No warrant options were issued, exercised or cancelled in the periods ending 30 September 2011 and 2012 or 31 March 2012.
The following transactions were carried out with related parties:
(iii)Directors remuneration |
|
|
|
|
|
|
|
|
Fees for services as director |
Basic salary |
Expense allowance |
Share-based payment expense |
Total
|
Total for the period ended 30 September 2012 |
22 |
- |
- |
88 |
110 |
|
|
|
|
|
|
|
|
Total for the year ended 31 March 2012 |
47 |
127 |
14 |
58 |
246 |
|
|
|
|
|
|
|
|
Total for the year ended 30 September 2011 |
28 |
93 |
14 |
- |
135 |
16. Events after the Reporting Date
(i) Result of Annual General Meeting
On 29 October 2012, The Group announced that it had held its Annual General Meeting on 26 October 2012 and was pleased to confirm that all resolutions proposed to shareholders were duly passed.
(ii) Appointment of Nominated Advisor and Joint Broker
Also on 29 October 2012, the Group announced that it has appointed S.P.Angel Corporate Finance LLP as its Nominated Adviser and joint broker with immediate effect.
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.
These forward-looking statements speak only as of the date they are made.