Interim results for six month

RNS Number : 8626E

Niger Uranium Limited

31 December 2009

 



For immediate release

31 December 2009

Niger Uranium Limited

("Niger Uranium" or the "Company")

Un-audited interim results for the six months ended 30 September 2009

Chairman's Statement

I am delighted to present to our shareholders and stakeholders the interim report and accounts of the Company for the six months ended 30 September 2009 (the "Period"). 

Over the past six months there has been a substantial recovery in share prices globally and in particular commodity companies and I am pleased to report that your Company has participated in this improvement. 

The Company continues to hold a 13.24 per cent. shareholding in Kalahari Minerals plc ("Kalahari"), which is the largest shareholder in ASX-listed Extract Resources Limited. As at 23 December 2009, the Company's interest in Kalahari was valued at approximately £48 million. I continue to believe that, given the scale of our current operations, the shares in Kalahari should be distributed by way of a special dividend to our shareholders. The Company held a special general meeting to consider the proposed special dividend in November at which the enabling resolution was not approved at that time by shareholders. However, I subsequently became aware that a number of our shareholders did not consider it necessary to vote at the general meeting, as they had noted that the Board of the Company, including the representatives of our major shareholder, were in agreement that this was the correct action to take. Those shareholders therefore assumed that the resolution would automatically be passed. As it turned out on the day, a few large interests voted against the special dividend. I continue to strongly believe that the special dividend is in the best interest of all our shareholders and the Board continues to review the options for the Company's shareholding in Kalahari.

During the Period the Board also decided that it was in the best interests of the Company to terminate the proposed purchase of the Henkries Project as the necessary South African Governmental approval had not been forthcoming in respect of the application to transfer the exploration licence from Aardvark Uranium to the Company. This decision was taken after detailed and full consideration by the Board. 

Highlights

The progress made during the 6 months to 30 September 2009 can be summarised as follows:

NIGER
Whilst the Company had planned to commence drilling on the sites within Niger, the continued difficult security situation has precluded this to date. The much publicised Nigerien election process has seen the current president returned for a third term and, in October 2009, the Nigerien Government announced that all rebel factions within the country had agreed to a cease fire. In November 2009, the Nigerien Government also announced that the lifting of the state of emergency in the northern part of Niger was imminent. Should the state of emergency be lifted, and the security situation improves sufficiently, the Company intends to recommence the exploration and drilling of identified targets within its licence areas. 

HENKRIES, SOUTH AFRICA

On 8 October 2009 the Board announced that it had decided to terminate the Share Purchase Agreement ("SPA") with Aardvark Uranium for the purchase of the Henkries Project. The acquisition of the Henkries Project was subject to regulatory approval in the form of the consent of the South African Minister of Minerals and Energy, now the Minister of Mineral Resources (the "Minister") as required in terms of Section 11 of the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002 (MPRD Act) pursuant to a 'change of control' occurring in respect of control of the prospecting license resulting from the acquisition (the "Minister's Consent").  

The Company agreed on 7 October 2009 with the vendors of the Henkries Project that as the Minister's Consent had not been received within the allowed time period under the SPA, the acquisition should be terminated in accordance with the terms of the SPA. Accordingly, The cash consideration of US Dollars 1.75 million, which had been held in escrow, was returned to the Company, less costs, and the Board agreed to cancel the 8 500 000 Niger ordinary shares which had been issued as part of the original consideration and also held in escrow pending receipt of the Minister's Consent. These consideration shares have now been cancelled.

OTHER 

The Company's substantial stake in Kalahari continued to increase in value and as at 17 December 2009, the value remains in excess of £48 million. Subsequent to the Period end, the Company announced a proposed dividend in specie of a substantial portion of the Company's holding in Kalahari, subject to the agreement of a majority of shareholders. Whilst the Board unanimously agreed that such a distribution was in the best interests of all shareholders, at the meeting of shareholders held on 24 November 2009, a few shareholders controlling a large tranche of shares, and for reasons that are not entirely clear to the Board, voted against the proposal. Accordingly the motion was defeated and the special dividend did not proceed.

On 6 July 2009 the Directors of Niger Uranium announced that the Company had conditionally placed up to 4,340,052 new ordinary shares at a placing price of 21p per Ordinary Share to raise £911,411 before expenses (equivalent to approximately US Dollars 1.5 million at current exchange rates). The raising was completed in August and the ordinary shares admitted to trading on AIM.

Management and Board

On 8 May 2009, Mr Raphael Danon, currently the Chief Financial Officer of NWT Uranium Corp, was appointed to the Board as a non-executive director. 

After the Board's decision to terminate the Henkries Project and, given the lack of current exploration activity in Niger, Mr. Ian Stalker announced his desire to relinquish his executive role and accordingly I assumed the Executive Chairman's role.

Outlook

Since incorporation the Company has progressed its strategy to develop a portfolio of exploration and development uranium projects both organically and through acquisition. 

The Company intends to advance, when able, its late-stage green-field projects in Niger particularly at its In Gall and Irhazer licenses, where despite the security situation, the investment climate remains positive. Within the Company's 100 per cent. owned Irhazer license area in Niger, a 1,600 point radon and geochemical survey has already been completed on the Company's highest priority targets and this bodes well for future exploration prospects. 

At the Period end, the Company had cash resources of US$ 0.8 million and no borrowings. After the termination of the Henkries Share Purchase Agreement, a further US Dollars 1.75million was returned to the Company, which will be used to fund the Company's exploration obligations in Niger and to provide ongoing working capital for the Group.

We continue to believe that the fundamentals of the uranium industry remain positive and the Board is satisfied with the progress made by the Company and remains confident about the opportunities for the future development of the Company.

Enquiries:

Niger Uranium Limited

David Weill, Chairman               

Tel: [phone]

Nominated Adviser                

Beaumont Cornish Limited

Michael Cornish 

Tel: [phone]

  Independent Auditor's Report

Report on Review of Condensed Consolidated Interim Financial Statements to members of Niger Uranium Limited.

Introduction

We have reviewed the accompanying consolidated interim report of Niger Uranium Limited, which comprise the condensed consolidated statement of financial position at 30 September 2009, the condensed consolidated statement of comprehensive income, recognised income and expense and cash flows for the six months then ended, and notes to the condensed consolidated interim financial statements. The directors are responsible for the preparation and presentation of this consolidated interim report in accordance with International Financial Reporting Standards, which includes the standard on Interim Financial Reporting (IAS 34). Our responsibility is to express a review opinion 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 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 consolidated interim report of Niger Uranium Limited for the six months ended 30 September 2009 is not prepared, in all material respects, in accordance with International Financial Reporting Standards which includes the standard on Interim Financial Reporting (IAS 34). 

KPMG Inc.

Per Nick van Niekerk

Chartered Accountant (SA)

Registered Auditor

Director

30 December 2009

85 Empire Road

Parktown

South Africa

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION

USD'000	Note	Reviewed 6 months  ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited  Year  ended  31  March 2009
ASSETS
Non-current assets
Plant and equipment		423	573	508
Intangible assets		4 825	8 391	4 825
Investments	6	80 634	16 099	41 860
		85 882	25 063	47 193
Current assets
Receivables	7	4 055	266	4 037
Cash and cash equivalents		785	3 651	1 086
		4 840	3 917	5 123
Total assets		90 722	28 980	52 316
EQUITY AND LIABILITIES
Equity and reserves
Share capital and premium	8	47 543	46 122	46 122
Reserves	9	64 082	3 990	25 909
Accumulated deficit		(21 102)	(21 946)	(19 968)
		90 523	28 166	52 063
Current liabilities
Trade and other payables		199	814	253
Total equity and liabilities		90 722	28 980	52 316

The condensed consolidated interim financial statements were approved by the Board of Directors on 30 December 2009 and signed on its behalf by:

Gordon Cassidy

Finance Director

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME

USD'000	Note	Reviewed 6 months  ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year   ended  31  March 2009
Revenue		-	-	-
Salaries and wages		367	680	1 299
General and administrative expenditure		734	1 356	2 132
Exploration and pre-feasibility expenditure		657	160	967
Foreign exchange losses/(gains)		6	2 294	(179)
Warrant options reserve reversal on lapse of warrants		(629)
Impairment of financial assets		-	6 002	4 299
Operating loss	10	1 135	10 492	8 518
Net finance income		(1)	(32)	(36)
Finance expense		-	1	1
Finance income		(1)	(33)	(37)
Loss before income tax		1 134	10 460	8 482
Income tax expense	11	-	-	-
Loss for the period		1 134	10 460	8 482
Attributable to:
Equity holders of the company		1 134	10 460	8 482
Minority interest		-	-	-
Loss for the period		1 134	10 460	8 482
Loss per share
Basic loss per share (in US cents)	12	1.0	9.9	7.8

CONDENSED CONSOLIDATED INTERIM STATEMENT OF RECOGNISED INCOME AND EXPENSE

USD'000	Note	Reviewed 6 months  ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year  ended 31  March 2009
Foreign currency translation differences for foreign operations	17	28	(69)	(119)
Warrant option reversal on lapse of warrant options		(629)	-	-
Net change in the fair value of available-for-sale financial assets	6,9	38 774	-	21 588
Income and expense recognised directly in equity		38 173	(69)	21 469
Loss for the period		(1 134)	(10 460)	(8 482)
Total recognised income and expense for the period	17	37 039	(10 529)	12 987
Attributable to:
Equity holders of the company		37 039	(10 529)	12 987
Minority interest		-	-	-
Total recognised income and expense for the period		37 039	(10 529)	12 987

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS

USD'000	Note	Reviewed 6 months  ended 30 September 2009	Reviewed  4 months  ended 30  September 2008	Audited Year  ended  31  March 2009
Cash flows from operating activities
Cash flows from operating activities	14.1	(1 723)	(2 076)	(8 179)
Finance expense		-	(1)	(1)
Finance income		1	33	37
Net cash used in operating activities		(1 722)	(2 044)	(8 143)
Cash flows from investing activities
Additions to plant and equipment		-	(174)	(251)
Additions to intangible assets		-	(3 566)	-
Acquisition of financial assets	6	-	(9 070)	(9 070)
Proceeds on disposal of plant and equipment		-	-	45
Net cash used in investing activities		-	(12 810)	(9 276)
Cash flows from financing activities
Proceeds from issue of shares		1 502	3 582	3 582
Cost of share issues		(81)	-	-
Net cash from financing activities		1 421	3 582	3 582
Net decrease in cash and cash equivalents		(301)	(11 272)	(13 837)
Cash and cash equivalents at beginning of period		1 086	14 923	14 923
Cash and cash equivalents at end of period		785	3 651	1 086

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

1.    Reporting Entity

Niger Uranium Limited, formerly known as UraMin Niger Limited, (the "Company") was incorporated in the British Virgin Islands on 21 May 2007. The name of the Company was changed, and the change registered, in the British Virgin Islands on 7 June 2007. The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange on 12 September 2007. The address of the Company's registered office is Walkers Chambers, P.O. Box 92, Road Town, Tortola, British Virgin Islands. The condensed consolidated financial statements of the Company as at and for the 6 months ended 30 September 2009 comprises the results of the Company and its subsidiaries (together referred to as the "Group"). 

The Group is primarily involved in seeking out uranium mining opportunities around the world as an active investor and project developer. After its formation, the Group acquired exploration licences in the state of Niger. 

2.    Basis of preparation

a)    Statement of compliance

The condensed consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS).

b)    Basis of measurement

The condensed consolidated financial statements have been prepared on a historical cost basis except for investments which are stated at fair value.

c)    Functional and presentation currency

Items included in the financial statements of each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity ("the functional currency"). These consolidated financial statements are presented in United States Dollars, which is the Company's functional currency. All financial information presented in United States Dollars has been rounded to the nearest thousand.

d)    Use of estimates and judgements

The preparation of condensed consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The Group makes estimations and assumptions concerning the future. The resulting accounting estimates will by definition, rarely equal the related actual results. 

Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant risk and effect on the carrying amounts recognised in the consolidated financial statements within the next financial year, are the following:

• intangible assets

• fair value of available-for-sale financial assets

• measurement of share-based payments

3. Accounting policies

The accounting policies adopted are consistent with those described in the annual financial statements for the year ended 31 March 2009.   

4.    Financial risk management

The Group has exposure to the following risks from its use of financial instruments:

• credit risk

• liquidity risk

• market risk.

This note presents information about the Group's exposure to each of the above risks, the Group's objectives, policies and processes for measuring and managing risk, and the Group's management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group's financial performance. The Group does not use derivative financial instruments to hedge any risk exposures and does not hedge its exposure to foreign currency risk.

Risk management is carried out by the finance department under policies approved by the Board of Directors. The finance department identifies and evaluates financial risks in close co-operation with the Group's operating units. The Board provides principles for overall risk management.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group has no significant concentrations of credit risk. The Group has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history. The Group has policies that limit the amount of credit exposure to any one financial institution.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Prudent liquidity risk management includes maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Management monitors the rolling forecasts of the Group's liquidity reserve on the basis of expected cash flows.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i)Foreign exchange risk

The Group, operating internationally, is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar, British Pound Sterling and South African Rand. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations. The Group, however, does not hedge its exposure to foreign currency exchange risk. 

The Group has certain investments in foreign operations, whose net assets are exposed to foreign exchange risk. 

(ii) Equity price risk

The Group is exposed to equity securities price risk because of investments held by the Group and classified as available-for-sale. The Group's equity investments are publicly traded. The Group is exposed to commodity price risk.

(iii) Interest rate risk

As the Group has interest bearing assets, a portion of the Groups' income and operating cash flows have interest rate risks. When placing funds on deposit, management endeavours to obtain the best interest rates available.

Capital risk management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. 

The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group has no set policy on maintenance of a set proportion of borrowings in fixed rate instruments versus variable instruments. At the year end the Group had no debt. 

In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to generate cash. 

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
USD'000	Reviewed 6 months ended 30 September  2009			Reviewed  6 months ended 30 September 2008			Audited Year ended 31 March 2009
	South Africa	Niger	Total	South Africa	Niger	Total	South Africa	Niger	Total
Finance income	(1)	-	(1)	(32)	-	(32)	(37)	-	(37)
Depreciation	45	59	104	11	56	67	54	102	156
Net loss	896	238	1 134	9 988	472	10 460	7 389	1 093	8 482
Total assets	90 409	313	90 722	27 577	1 403	28 980	51 967	349	52 316
Total liabilities	(115)	(84)	(199)	(807)	(7)	(814)	(196)	(57)	(253)
Capital expenditure	-	-	-	132	42	174	(242)	(9)	(251)

6. Investments
USD'000		Reviewed 6 months ended 30  September  2009	Reviewed  6 months ended 30  September 2008	Audited Year  ended  31  March 2009
Financial assets available-for-sale
Listed securities: Kalahari Minerals plc		80 634	16 099	41 860
Unlisted securities: UrAmerica Limited		-	-	-
		80 634	16 099	41 860

The summary of financial assets available-for-sale is as follows:
USD'000		Reviewed 6 months  ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year  ended  31  March 2009
Balance at beginning of period		41 860	15 362	15 362
Additions		-	9 070	9 070
Unrealised foreign exchange translation differences		-	(2 331)	139
Impairment		-	(6 002)	(4 299)
Fair value adjustment		38 774	-	21 588
Carrying  amount		80 634	16 099	41 860

Listed securities - Kalahari Minerals plc

In the previous financial year, the financial assets available-for-sale - listed securities comprised 27.68 million ordinary shares in Kalahari Minerals plc (which equated to approximately 15.5 % (and voting power) of the shares in issue) and are traded on AIM, a market operated by the London Stock Exchange. Kalahari Minerals plc has a portfolio of uranium, copper and base metal interests in western and eastern central Namibia. Its key investment is its 40% holding in Australian Stock Exchange and Toronto Stock Exchange listed Extract Resources Limited ("Extract"), which is developing the Husab Uranium Project, strategically located directly south of Rio Tinto's producing Rossing Mine. 

Due to the issue of shares by Kalahari Minerals plc during the period, the effective holding and voting rights have diluted to some 13.02%.

The movement in the listed securities is summarised as follows:
USD'000		Reviewed 6 months ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year  ended  31  March 2009
Balance at beginning		41 860	15 362	15 362
Additions:		-	4 771	4 771
-   paid from cash reserves		-	4 771	4 771
Unrealised foreign exchange translation differences		-	(2 185)	139
Fair value adjustment		38 774	(1 849)	21 588
Carrying value		80 634	16 099	41 860

The value of the listed securities financial assets available-for-sale is estimated by reference to the published closing price quotation of the London Stock Exchange at the reporting date. As the Group policy is that impairment losses previously recognised in profit or loss are not reversed to profit and loss, the sustained significant increase of US Dollars 38 774million has been taken to the fair value reserve as compared to 30 September 2008 which was Nil. For the year ended 31 March 2009, US Dollars 21 588 million was taken to the fair value reserve.

Unlisted securities: UrAmerica Limited
The movement in the unlisted securities is summarised as follows:
USD'000		Reviewed 6 months ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year  ended  31  March 2009
Balance at beginning		-	-	-
Additions		-	4 299	4 299
-   paid from cash reserves		-	2 500	2 500
-   issue of shares in Niger Uranium Limited		-	1 799	1 799
Unrealised foreign exchange translation differences		-	(146)	-
Impairment		-	(4 153)	(4 299)
Carrying value		-	-	-

In addition to the 4 421 000 shares in UrAmerica Limited, the Group has been issued with 4 421 000 warrants to subscribe for a further 4 421 000 new UrAmerica Limited ordinary shares at an exercise price of US Dollars 1.639 per new UrAmerica ordinary shares and which is exercisable at any time before 20 April 2010.

Based on the UrAmerica Limited financial statements, due to that company's financial viability, at the prior period end the Group has impaired the carrying amount by US Dollars 4 299million. This impairment combined with the unrealised foreign exchange differences has resulted in the unlisted financial assets being carried at zero value.  As a consequence of the impairment of the carrying value of the ordinary shares, no value has been ascribed to the warrant options. 

7. Receivables
USD'000	Reviewed 6 months ended 30  September 2009	Reviewed  6 months ended 30 September 2008	Audited Year  ended  31  March 2009
Deposits	340	186	327
Prepayment - URU Henkries Limited	3 525	-	3 525
Other prepayments	40	36	104
Other receivables	150	44	81
	4 055	266	4 037

Prepayment - URU Henkries Limited
Details of the prepayment on the acquisition of an investment in URU Henkries Limited is as follows:
USD'000	Reviewed 6 months ended 30  September 2009	Reviewed  6 months ended 30 September 2008	Audited Year  ended  31  March 2009
Prepayment
Paid in cash	1 750	-	1 750
Issue of Niger Uranium Limited shares	1 775	-	1 775
	3 525	-	3 525

On 1 September 2008, the group announced, subject to the completion of certain conditions precedent, the acquisition of 100% of URU Henkries Limited, a private BVI registered company, which on completion will hold 74% of the issued capital of Namakwa Uranium (Pty) Ltd ("Namakwa Uranium"), a South African private limited company. The remaining 26 percent of Namakwa Uranium was held by Namakwa's Black Economic Empowerment partner, Gilstra Exploration cc. Namakwa Uranium is the owner of the Henkries uranium deposit, held under prospecting license 885/2007PR ("Henkries Deposit").

Pending the completion of the transaction, the initial consideration payable to the vendors of Namakwa Uranium comprised US Dollars 1.75 million in cash and 8 500 000 new Niger Uranium Limited ordinary shares, both of which were placed with an escrow agent. There was also a deferred consideration payable, based on establishing a JORC code compliant uranium resource. The maximum additional consideration amounts to a further US Dollars 5, 5 million in cash and a further 1 500 000 new Niger Uranium shares. 

The transaction was subject to regulatory approval in the form of the consent of the South African Minister of Minerals and Energy, now the Minister of Mineral Resources (the "Minister") as required in terms of Section 11 of the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002 (MPRD Act) pursuant to a 'change of control' occurring in respect of control of the prospecting license resulting from the acquisition (the "Minister's Consent").  

The Company agreed on 7 October 2009 with the vendors of the Henkries Project that as the Minister's Consent had not been received within the allowed time period under the SPA, the acquisition should be terminated in accordance with the terms of the SPA. Accordingly, the cash consideration of US Dollars 1.75 million, which had been held in escrow, was returned to the Company, less costs, and the Board agreed to cancel the 8,500,000 Niger ordinary shares which had been issued as part of the original consideration and also held in escrow pending receipt of the Minister's Consent. These consideration shares have now been cancelled.

During the period under review, Namakwa Uranium continued the process of verification and expansion of the historically defined uranium deposit.

8. Share capital and premium
Ordinary shares
		Number  of shares	Share  capital USD'000	Share premium USD'000	Total USD'000
Authorised share capital:
300 000 000 shares of USD 0.01 each		300 000 000	3 000	-	3 000
Issued share capital:
117 504 300 shares of USD 0.01 each		117 504 300	1 175	46 368	47 543
The reconciliation of the movement in the share capital and share premium is as follows:
Balance at 31 March 2008		100 000 000	1 000	41 540	42 540
Issue of shares for UrAmerica acquisition		4 664 306	47	1 799	1 846
Issue of shares for URU Henkries acquisition		8 500 000	85	1 651	1 736
Balance at 30 September 2008 and 31 March2009		113 164 306	1 132	44 990	46 122
Private placement - July 2009		4 339 994	43	1 459	1 502
Share issue expenses		-	-	(81)	(81)
Balance at 30 September 2009		117 504 300	1 175	46 368	47 543

Issue of shares for the acquisition of URU Henkries Limited - escrow arrangements

Pending the fulfilment of certain conditions precedent, both the cash payment of US Dollars 1.75 million and 

 8 500 000 issued ordinary shares in the company were placed with an escrow agent. As set out in Note 7 the transaction was terminated.

Deferred contingent issue of shares

There was a deferred consideration payable to the vendors of URU Henkries Limited based on the company establishing a JORC Code compliant 'Indicated' and 'Measured' uranium resource for the Henkries Project. The maximum additional consideration amounted to a further US Dollars 5.5 million in cash and a further 1 500 000 new Niger Uranium Limited ordinary shares. 

Issued shares

All issued shares are fully paid up.

Unissued shares

In terms of the BVI Business Companies Act the unissued shares are under the control of the directors.

9. Reserves
USD'000	Note	Reviewed 6 months ended 30  September 2009	Reviewed  6 months ended 30 September 2008	Audited Year  ended  31  March 2009
Foreign currency translation reserve		(92)	(65)	(119)
Share option reserve	9.1	3 811	4 055	4 440
Fair value reserve	9.2	60 362	-	21 588
		64 081	3 990	25 909

9.1 Share option reserve
USD'000
The movement in the share option reserve is detailed below:
				Share  Options	Warrant Options	Total
Balance at 1 April 2008 and 30 September 2008				3 266	789	4 055
Option expense				385	-	385
Balance at 31 March 2009				3 651	789	4 440
Warrant option reversal on lapse of warrant options				-	(629)	(629)
Share option reserve at 30 September 2009				3 651	160	3 811

9.2 Fair value reserve
USD'000	Reviewed 6 months ended 30  September 2009	Reviewed  6 months ended 30  September 2008	Audited Year  ended  31  March 2009
The fair value reserve includes the cumulative net change in fair value of available-for-sale investments until the investment is derecognised.
Opening balance	21 588	-	-
Movement for the period (refer note 6)	38 774	-	21 588
Closing balance	60 362	-	21 588

10. Loss for the period
USD'000		Reviewed 6 months  ended 30  September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year  ended  31  March 2009
The following items have been charged in arriving at the operating loss for the period
Auditors remuneration		52	46	47
Directors fees		190	332	591
-   Fees for services as director		47	65	317
-   Basic salary		119	117	218
-   Expense allowance		24	150	56
Legal fees		32	233	266
Operating lease payments		46	58	95
Depreciation		104	67	156
Foreign exchange loss/(gain)
-realised		6	11	(63)
-unrealised		-	2 394	(116)
Impairment of financial assets		-	6 002	4 299
Loss on disposal of plant and equipment		-	32	40
Salaries and wages			519	1 299
-   Share options expensed - Directors		-	-	151
-   Share options expensed - staff		-	-	234
-   Staff cost - salaries		367	519	914
Warrant options (reversal)/ expense		(629)	769	-

11. Income tax expense and deferred taxation

No Company taxation has been provided by the Group because it has a calculated tax loss. 

A deferred tax asset has not been recognised because of the uncertainty that future taxable profit will be available against which temporary differences can be utilised.

12. Loss per share
		Reviewed 6 months  ended 30 September 2009	Reviewed  6 months  ended 30  September 2008	Audited Year  ended  31  March 2009
The basic loss per share is calculated using:
Loss for the period (USD'000)		1 134	10 460	8 482
Weighted average number of shares in issue		114 537 439	105 654 468	109 332 935
Basic loss per share (US cents)		1.0	9.9	7.8
Reconciliation of the weighted average number of ordinary shares in issue:
Number of ordinary shares at beginning of the period		113 164 306	100 000 000	100 000 000
Share issue - 21 April 2008		-	4 129 058	4 395 949
Share issue - 1 September 2008		-	1 393 443	4 936 986
Share issue - 30 July 2009 (3 761 378 shares)		1 274 347	-	-
Share issue - 27 August 2009 (531 703 shares)		98 786	-	-
		114 537 439	105 522 501	109 332 935
The diluted loss per share is calculated using:
Loss for the period (USD'000)		1 134	10 460	8 482
Reconciliation of the diluted weighted average ordinary shares in issue:
Weighted average number of shares in issue		114 537 439	105 552 501	109 332 935
Effect of share options on issue		9 136 067	6 532 400	9 136 067
Effect of warrant options on issue		250 000	1 395 400	1 395 400
Weighted average diluted number of ordinary shares		123 923 506	113 480 301	119 864 402
Diluted loss per share (US cents)		1.2	9.2	7.0

13.Contingent liabilities and commitments
USD'000		Reviewed 6 months ended 30  September 2009	Reviewed  6 months ended 30  September 2008	Audited Year  ended  31  March 2009
Operating lease commitments
The future minimum lease payments under non-cancellable leases are:
Less than 1 year		49	52	57
Later than 1 year but less than 5 years		12	53	27
More than 5 years		-	-	-
		61	105	84

The operating leases relate to three leases of premises in Sandton, all of which commenced in December 2007. The Sandton premises lease expires in December 2010, with an option to negotiate on any extension. The initial lease payment amounted to US Dollars 3 850 per month and will escalate by 10% per annum. The two Morningside premises expired on 30 November 2008, and a one year extension has been negotiated. 

			Reviewed 6 months ended 30  September  2009		Reviewed  6 months ended 30 September 2008		Audited Year ended  31  March 2009
Deferred consideration
			Cash  USD'000	Shares 000's	Cash  USD'000	Shares  000's	Cash  USD'000	Shares 000's
Maximum payable to:
Namakwa Uranium Limited vendors			5 500	1 500	-	-	5 500	1 500

In terms of the URU Henkries Limited Share Purchase Agreement, there was a deferred consideration payable to the vendors based on the company establishing a JORC Code compliant 'Indicated' and 'Measured' uranium resource for the Henkries Project. The maximum additional consideration amounted to a further US Dollars 5.5 million in cash and a further 1 500 000 new Niger Uranium Limited ordinary shares. 

Subsequent to the period end as this approval has not been received the Board of Niger Uranium has decided not to extend further the long-stop date. Accordingly there is no deferred consideration payable. 

14. Notes to the statement of cash flows
14.1 Cash flows from operating activities
USD'000		Reviewed 6 months  ended 30 September 2009	Reviewed  6 months ended 30  September 2008	Audited Year  ended  31  March 2009
Loss before income tax		(1 134)	(10 460)	(8 482)
Adjusted for:
-Depreciation		104	67	156
-Share based payments		-	-	385
-Gain/(loss) on disposal of property and equipment		-	36	(40)
-Impairment of available-for-sale financial assets		-	6 002	4 299
-Warrant option reversal		(629)	-	-
-Net finance income		(1)	(32)	(36)
-Unrealised foreign exchange loss/(gain)		8	2 323	(116)
Movements in working capital:
(Increase)/ decrease in receivables		(17)	144	(3 626)
Decrease in trade and other payables		(54)	(158)	(719)
Cash flows from operating activities		(1 723)	(2 076)	(8 179)

15. Subsequent events

     (i)   Henkries Project

On 1 September 2008 the Company announced that it had signed a share purchase agreement (the "SPA") under which Niger Uranium agreed, subject to the satisfaction of certain conditions precedent, to acquire URU Henkries Limited ("URU Henkries"), a private company. On completion of the acquisition of URU Henkries, Niger Uranium would have a 74 % interest in the Henkries uranium project located in the Northern Cape province of South Africa. The initial consideration, which was to be held in escrow pending satisfaction of the conditions precedent, comprised US Dollar 1.75 million in cash together with 8 500 000 new Niger Uranium ordinary shares ("Consideration Shares").

As previously announced by the Company, the acquisition of URU Henkries was subject to regulatory approval in the form of the consent of the South African Minister of Minerals and Energy, now the Minister of Mineral Resources (the "Minister") as required in terms of Section 11 of the South African Mineral and Petroleum Resources Development Act, No. 28 of 2002 (MPRD Act) pursuant to a 'change of control' occurring in respect of control of the prospecting license resulting from the acquisition (the "Minister's Consent").

In accordance with the terms of the escrow agreement with Conyers Dill & Pearman, if the Minister's Consent is not received by the original date as set out in the SPA, or by the extended date as set out in the amendment to the SPA dated 19 March 2009 or if the transaction is unable to complete in accordance with the terms of the SPA, the cash consideration shall be repaid to Niger Uranium and the Consideration Shares shall be sold on the open market through the Company's broker with the proceeds returned to Niger Uranium.

As this approval had not been received by 30 September 2009, the extended date as set out in the amendment to SPA dated 19 March 2009, the Board of Niger Uranium decided, at its Board meeting of 2 October 2009 not to extend further the long-stop date. Accordingly, the SPA lapsed in terms of clause 9.3 and is of no force and effect and no party has any rights or any claims against the other of them arising from such failure of the acquisition to complete.

The Company agreed on 7 October 2009 with the vendors of URU Henkries that as the Minister's Consent had not been received within the allowed time period, the acquisition shall be terminated in accordance with the terms of the SPA.

Accordingly, and under the terms of the SPA, the Company instructed, and received, from the escrow agent on 15 October 2009, the return of the initial cash consideration of US Dollars 1.75 million. At its meeting of 16 November 2009, the Board further agreed to cancel the 8.5 million Consideration Shares. The 8.5 million Consideration Shares were subsequently cancelled on 21 December 2009. As a result, and coupled with the share options exercised under the demerger resolution, the Company's issued share capital is currently 113 210 056 ordinary shares.

                     (ii)          Share options

On 2 October 2009 the Company announced that, on the recommendation of the Company's Remuneration Committee, they had granted options over 2 610 000 ordinary shares of US Dollars 0.01 each in the capital of the Company ("Ordinary Shares")    at an exercise price of 34.5 pence per Ordinary share. The closing mid-market price on 8 October 2008 was 34.5 pence. The directors to whom options have been granted are as follows:

* An option over 500 000 Ordinary Shares to David Weill, Non-Executive Chairman (total 500 000 Ordinary Shares under option following this grant);

* An option over 400 000 Ordinary Shares to John (Ian) Stalker, Acting Chief Executive (total 2 980 000 Ordinary shares under option following this grant);

* An option over 400 000 Ordinary Shares to Gordon Cassidy, Finance Director (total 1 400 000 Ordinary Shares under option following this grant);

* An option over 250 000 Ordinary Shares to John Lynch, Non-Executive Director (total 400 000 Ordinary Shares under option following this grant); and

* An option over 250 000 Ordinary Shares to Raphael Danon, Non-Executive Director (total 250 000 Ordinary Shares under option following this grant).

In addition, options over a further 810 000 Ordinary Shares have been granted to management, employees and consultants of the Company at an exercise price of 34.5 pence per Ordinary Share. The options granted above will vest to each option holder in three equal annual installments commencing on the date of grant and will expire unless exercised on or before 1 October 2019.

                     ( iii )     Demerger of the Group's holding of 25 Million Kalahari Shares

On 30 October 2009, the Board announced that it had unanimously resolved to distribute 25 million of its 27.68 million shareholding in Kalahari Minerals to its shareholders and that such proposal is presented, and considered, at a Meeting of Shareholders to be held on 24 November 2009. As described in 15 (v), the resolution to give effect to the special dividend was not approved by shareholders.

                      (iv)     Proposed dividend to shareholders - effect on outstanding share and warrant options 

As a result of the proposed demerger, and in accordance with the terms of the Share Option Plan, all outstanding share and warrant options over new ordinary shares vested. As prescribed by the Share Option Plan, option holders were therefore able to exercise their options, before completion of the proposed dividend.  The total number of options outstanding at the date of this announcement was 11 646 087 and the total proceeds, should all options be fully exercised amounted to £ 4 127 580.

Due to foreign exchange restrictions faced by a number of the Company's employees and consultants operating outside of the United Kingdom, the Company permitted options in respect of up to a maximum of 2 127 000 new ordinary shares to be cancelled, in consideration of the issue of new ordinary shares in the Company. The number of new ordinary shares to be issued as consideration to each individual was calculated by reference to the number of options, the exercise price for options and the closing price of the ordinary shares on 13 October 2009, being 39.25pence per share. 

On 17 October the Company announced that 1 527 000 share options had been cancelled and that 289 089 ordinary shares had been issued as consideration for the cancellation. Furthermore option holders had exercised 3 916 667 options for a total consideration of £ 735 000. At that date no warrant options had been exercised. In terms of the Share Option Plan. 

(v)     Proposed dividend to shareholders - Results of the Meeting of shareholders

On 24 November 2009, and following the meeting of Shareholders of the Company ("Meeting"), the Company     announced that the resolution to approve the special dividend had been rejected by Qualifying Shareholders of the Company on a poll.

Accordingly, the Special Dividend did not proceed and the Company therefore retained its entire holding of Kalahari Shares.

At the meeting, 37 938 153 votes were cast in favour of the resolution, representing 45.69 per cent. of the votes cast at the Meeting. These votes were received from 68 Qualifying Shareholders.

At the meeting, 45 086 955 votes were cast against the resolution, representing 54.31 per cent. of the votes cast at the Meeting. These votes were received from 5 Qualifying Shareholders.

16.  Related party disclosure

NWT Uranium Corporation

At 30 September 2009, NWT Uranium Corporation (formerly Northwestern Mineral Ventures Inc.) held 38     549 321 (34.06%) of the shares of Niger Uranium Limited. 

NWT Uranium Corporation and UraMin Inc were parties to the original formation and incorporation of the     Company in May 2007 and, under agreement, it was agreed that NWT Uranium Inc would be re-imbursed for     all expenses incurred by them until the Company was able to fund all expenses directly. 

At 31 March 2008, an accrual of US Dollars 563 631 had been made in respect of expenses incurred by NWT     Uranium Inc. on behalf of the Group.  Both at 30 September and 31 March 2009, no balance remained to be     paid and no further payment or accrual will be required.

Templar Minerals Limited / Polo Resources Limited 

As at 31 March 2008, and through a commonality of directors, Niger Uranium Limited was associated with     the day to day financial operations of Templar Minerals Limited and Polo Resources Limited, both of whose     shares are traded on AIM.  As at 30 September 2008 and 31 March 2009 and since Niger Uranium Limited     directors were no longer on their respective Boards, neither Templar Minerals Limited nor Polo Resources     Limited is considered related parties. 

During the six months ended 30 September 2009 and the financial year to 31 March 2009, several of Niger     Uranium's staff members, based at Johannesburg, South Africa, were involved in the investor relations,     accounting and procurement functions of both Templar Minerals Limited and Polo Resources Limited. For     providing this service, Niger Uranium were authorised to recharge Templar Minerals and Polo Resources a     proportion of the costs of running the Johannesburg centre.

During the period 1 April 2008 to 31 August 2008, Niger Uranium paid expenses totalling US Dollars 643 440     (2008: US Dollars 1 048 582) on behalf of Templar Mineral Limited. By 31 March 2009, Templar Minerals had     repaid this amount in full and at 31 March 2009, nothing was due to be repaid by Templar Minerals Limited     to Niger Uranium Limited (2008: US Dollars 70 206).

Under their agreement, Niger Uranium charged Templar Minerals Limited an amount of US Dollars 140 845     (2008: US Dollars 81 123) for providing this service, all of which was repaid by Templar Minerals Limited by 31     August 2008. 

During the 6 months ended 30 September 2009, Niger Uranium received  USD 7 894  on behalf of Polo     Resources, whilst for the year ended 31 March 2009, Niger Uranium Limited paid expenses totalling US     Dollars 6 394 (2008: US Dollars 8 510) on behalf of Polo Resources Limited. In addition, and under their     agreement, Niger Uranium charged Polo Resources Limited an amount of US Dollars 5 300 (2008: US Dollars     Nil) for providing this and other services. Prior to 30 September 2009, Polo Resources had repaid US Dollars 8     259 of this amount. 

At 30 September 2009, Polo Resources is reflected as other payable for USD 525, whilst at 31 March 2009,     Polo Resources is reflected as a trade and other receivable for US Dollars 975 (2008: US Dollars 8 510) in the     accounts of Niger Uranium Limited.

Transactions with key management personnel

During the six months ended 30 September 2009 no share options were issued or exercised by directors and     employees. For the year ended 31 March 2009, 3 557 000 (2008: 6 532 400) share options had been issued to     directors and employees and none had been exercised. The options were granted under recommendation of     the Remuneration Committee and were granted in two separate tranches at different prices. The first award     of 100 000 (2008: 2 602 400) options were granted at an exercise price of £0.50 each, whilst the second     award of 3 457 000 (2008 3 930 000 at £0.37 each) options were granted at an exercise price of £0.09 each

17. Consolidated note of statement of changes in equity
USD'000	Share Capital	Share premium	Foreign currency translation reserve	Share option reserve	Fair value reserve	Accumulated deficit	Total
Balance at 1 April 2008	1 000	41 540	4	4 055	-	(11 486)	35 113
Shares issued	132	3 450	-	-	-	-	3 582
Share based payment expense	-	-	-	-	-	-	385
Currency translation differences	-	-	(69)	-	-	-	(69)
Loss for the half year	-	-	-	-	-	(10 460)	(10 460)
Balance at 30 September 2008	1 132	44 990	(65)	4 055	-	(21 946)	28 166
Share based payment expense	-	-	-	385	-	-	-
Fair value reserve	-	-	-	-	21 588	-	21 588
Currency translation differences	-	-	(54)	-	-	-	(54)
Loss for the half year	-	-	-	-	-	1 978	1 978
Balance at 31 March 2009	1 132	44 990	(119)	4 440	21 588	(19 968)	52 063
Shares issued	43	1 459	-	-	-	-	1 502
Share issue costs	-	(81)	-		-	-	(81)
Fair value reserve	-	-	-	-	38 774	-	38 774
Warrant option reversal	-	-	-	(629)	-	-	(629)
Currency translation differences	-	-	28	-	-	-	28
Loss for the half year	-	-	-	-	-	(1 134)	(1 134)
Balance at 30 September 2009	1 175	46 368	(91)	3 811	60 362	(21 102)	90 523
Note	8	8	9	9	9

18. Other

A copy of this announcement is available from the Company's website www.niger-uranium.com

ENDS

 

END

 

 

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