Orsu Metals Corporation ("Orsu" or the "Company" or the "Group"), the dual
listed (TSX:OSU)(AIM:OSU) London-based precious and base metals exploration and
development company today reports its unaudited results for the period ended
March 31, 2010. All amounts are reported in United States Dollars unless
otherwise indicated. Canadian Dollars are referred to herein as CAD$.
QUARTER HIGHLIGHTS
-- February 2010 - Gold Fields Limited, through its subsidiary Gold Fields
Orogen Holding BVI Limited ("Gold Fields"), completed the "First Phase"
of the Talas Project joint venture in the Kyrgyz Republic, pursuant to
which Gold Fields earned a 60% interest in the Talas joint venture
company, Kami Associates Limited (the "Talas Joint Venture Company"),
the Company's subsidiary and the 100% owner of Talas Copper Gold LLC
("TCG LLC"), the registered owner of the Talas Project, by funding
exploration expenditures of CAD$10 million. Gold Fields subsequently
notified the Company that it would not exercise the "Second Phase
Option" to increase its interest in the Talas Joint Venture Company from
60% to 70% through the funding of additional exploration expenditures.
As a result, the "Earning Period" under the joint venture agreement
dated December 3, 2008, as amended on August 14, 2009, between the
Company, Gold Fields, Lero, TCG LLC and the Talas Joint Venture Company
(the "JV Agreement") was concluded and the Company retained a 40%
interest in the Talas Joint Venture Company, subject to the terms and
conditions of the JV Agreement.
-- February 2010 - the Ontario Superior Court of Justice approved the
settlement of the class action claim commenced against EMC and two of
its officers in the Ontario Superior Court of Justice in June, 2008 (the
"Class Action Claim") for CAD$2.2 million, to be shared equally between
Orsu and its insurer. The settlement became effective on March 22, 2010
following the expiry of a 30-day appeal period with no appeals having
been received by the Company. The Company and the other defendants
retain the right to terminate the settlement agreement if too many class
members opt out during the 60-day opt out period, which commenced on
April 6, 2010. However, at this time, it is not expected that this right
will need to be exercised. Under the terms of the settlement agreement,
the Class Action Claim (including the predecessor of the Class Action
Claim) will be dismissed.
-- March 2010 - Orsu provided updated National Instrument 43-101 mineral
resource estimates for the Karchiga Project and for its Taldybulak
copper-gold-molybdenum porphyry deposit at the Talas Project.
-- March 2010 - the Company filed a preliminary short form prospectus with
the securities regulatory authorities in the provinces of British
Columbia, Alberta, Manitoba and Ontario, Canada in connection with the
proposed offering of units of securities of the Company to be led by
Canaccord Financial Limited (now called Canaccord Genuity Corp.
following a change of name on May 10, 2010) ("Canaccord") to raise gross
proceeds of up to CAD$20 million.
POST QUARTER HIGHLIGHTS
-- April 2010 - Orsu announced that the Akdjol and Tokhtazan licences,
comprising the Tokhtazan Project, were extended by the Ministry of
Natural Resources of the Kyrgyz Republic until December 31, 2012.
-- April 2010 - Orsu filed a final short form prospectus and completed a
public offering of units of securities (the "Units"), pursuant to which
the Company sold 112,000,000 Units at a price of CAD$0.25 per Unit (the
"Offering Price") for gross proceeds of CAD$28,000,000 (the "Offering").
Each Unit consisted of one common share of the Company (a "Common
Share") and one-half of one common share purchase warrant (each whole
warrant, a "Warrant"), with each Warrant being exercisable to acquire
one Common Share at a price of CAD$0.50 for a period of two years from
the closing date of the Offering. Canaccord acted as sole manager and
book runner for the Offering. The net proceeds of the Offering are
expected to be used towards the maintenance of the Company's interests
in, and for the further exploration and the development of, the
Company's mineral properties in the Republic of Kazakhstan and the
Kyrgyz Republic, to pursue future growth opportunities (which may
include acquiring one or more additional assets), if and when such
opportunities arise, and for general corporate and working capital
purposes.
MANAGEMENT'S DISCUSSION AND ANALYSIS
A full Management's Discussion and Analysis of the results for the period ended
March 31, 2010 ("MD&A") and Financial Statements ("Financials") will soon be
available on the Company's profile on SEDAR (www.sedar.com) or on the Company's
website (www.orsumetals.com). These can also be obtained on application to the
Company. The following information has been extracted from the MD&A and the
Financials.
RESULTS FOR THE QUARTERS ENDED MARCH 31, 2010 AND MARCH 31, 2009
For the three months ended March 31, 2010 the Company incurred a loss from
continuing operations of $1.6 million, compared with a loss of $3.0 million for
the three months ended March 31, 2009.
The loss of $1.6 million for the three months ended March 31, 2010 consisted of
administrative costs of $1.0 million (compared with $1.6 million for the three
months to March 31, 2009), exploration costs of $0.4 million (compared with $0.2
million for the three months to March 31, 2009), a stock-based compensation
charge of $0.1 million (compared with a charge of $0.8 million for the three
months to March 31, 2009) and net foreign exchange loss of $0.1 million.
The $0.6 million year-on-year decrease in the Company's administrative costs was
due primarily to lower staff costs of $0.2 million, as a result of reduced head
office non-operational headcount and salaries, and a $0.4 million reduction in
legal and professional charges, reflecting legal, professional and other
advisory fees incurred during the quarter ended March 31, 2009 in relation to
the then ongoing re-financing negotiations for discontinued operations.
All legal and professional costs incurred by the Company during the three months
ended March 31, 2010 in respect of the Offering, which was completed on April
16, 2010, will per CICA section 3610, be treated as share issue costs and shall
be netted against the gross proceeds of the Offering. The net amount of the
Offering shall be disclosed as a movement in the share capital of the Company in
the Company's financial statements for the second quarter of 2010. The net
proceeds of the Offering were CAD$25.7 million after deducting the Agent's Fee
(as defined below), and all legal and professional costs in respect of the
Offering.
Exploration costs for the three months to March 31, 2010 of $0.4 million were
$0.2 million higher than for the three months to March 31, 2009. The Company
expensed its 40% pro rata share of the Talas Project joint venture operating
losses incurred during the three months to March 31, 2010 of $0.2 million. For
the same period in 2009 the Talas Project joint venture had been fully funded by
Gold Fields and, for this reason, had no impact on the results of the Company
for that period.
The share based compensation charge of $0.1 million was $0.7 million lower than
for the three months to March 31, 2009. The charge for the three months ended
March 31, 2009 of $0.8 million related to 0.2 million options that were unvested
in the period compared to only 50,000 unvested options during the same period in
2010.
In respect of the Company's cash flows, the decrease in cash and cash
equivalents for the three months to March 31, 2010 was $1.3 million, compared
with a decrease of $2.9 million for the three months to March 31, 2009. The
decrease in cash and cash equivalents for the three months to March 31, 2009 was
higher due to higher head office salary costs, higher legal and professional
costs incurred in respect of the Varvarinskoye Project and the absence of
royalty income in respect of the Company's investment in the Tasbulat Oil
Corporation.
FINANCIAL POSITION AS AT MARCH 31, 2010 AND DECEMBER 31, 2009
As at March 31, 2010 the Company held net assets of $23.3 million, compared with
$24.8 million as at December 31, 2009, representing a reduction of $1.5 million
during the first quarter of 2010.
The above-mentioned reduction in net assets of $1.5 million during the quarter
ended March 31, 2010 was primarily due to a reduction in cash and cash
equivalents of $1.3 million; this reduction in cash and cash equivalents
reflected: (a) the Company's administrative costs, legal and professional costs
and funding of its exploration projects totalling $1.5 million and (b) oil
royalty cash income of $0.2 million received during the quarter in respect of
the Company's remaining investment in Tasbulat Oil Corporation.
The Company's ongoing funding requirements are for its corporate overheads and
the continuation of its mineral property and project licence obligations,
including funding its 40% pro-rata share of the Talas Project exploration budget
requirements.
As at December 31, 2009 the Company held a 100% interest in the Talas Project
and had included the carrying value of the Talas exploration property of $13
million, within its "Exploration Properties" assets. As at March 31,2010, the
Company reclassified the carrying value of the Talas exploration property
investment as part of its "Equity investment in the Talas Joint Venture" (see
"Equity investment in the Talas Joint Venture" below).
EQUITY INVESTMENT IN THE TALAS JOINT VENTURE
As at December 31, 2009, the Company held a 100% interest in the Talas Joint
Venture Company and as such had fully consolidated the results of the Talas
Joint Venture Company in the Company's financial statements as at that date.
In February 2010, Gold Fields earned a 60% interest in the Talas Joint Venture
Company and, in doing so, gained the ability to unilaterally control the
operational, financial and investment decisions of the Talas Joint Venture
Company. For this reason the Company's 40% interest in the Talas Joint Venture
Company met the criteria of a "Variable Interest Entity", as defined by the
Accounting Standards Board in Accounting Guideline 15, Consolidation of Variable
Interest Entities, and has been accounted for under the equity method for the
period ended March 31, 2010 (further information relating to this accounting
treatment can be found under the heading "Equity Investment in the Talas Joint
Venture" in the financial statements of the Company).
A summary of the carrying value of the Company's investment in the Talas Joint
Venture as at March 31, 2010 is set out below:
$
Value of investment at beginning of period 13,384
Funding provided by the Company during the period 338
Less: Company's 40% share of Talas Joint Venture losses during
the period (214)
---------
13,508
---------
---------
LIQUIDITY AND CAPITAL RESOURCES
As at March 31, 2010 the Company's main source of liquidity was unrestricted
cash of $2.1 million, compared with $3.4 million as at December 31, 2009.
The Company measures its consolidated working capital as comprising free cash,
prepayments and other receivables, less accounts payable and accrued
liabilities. As at March 31, 2010, the Company's consolidated working capital
was $1.4 million compared with a consolidated working capital of $2.8 million as
at December 31, 2009.
As a result of the completion by the Company of the Offering on April 16, 2010,
pursuant to which gross proceeds of CAD$28 million were raised, the Company's
liquidity has been significantly improved. The net proceeds of the Offering were
CAD$25.7 million and are expected to be used towards the maintenance of the
Company's interests in, and for the further exploration and the development of,
the Company's mineral properties in the Republic of Kazakhstan and the Kyrgyz
Republic, to pursue future growth opportunities (which may include acquiring one
or more additional assets), if and when such opportunities arise, and for
general corporate and working capital purposes.
The Company holds its available cash in short-term (less than 3 months) and
medium-term (less than 6 months) interest-bearing bank deposit accounts in
various currencies and manages such deposits in light of its forecast cash needs
and available market interest rates. The majority of the Company's expenditures
are in United States Dollars, Canadian Dollars, Kazakh Tenge, Kyrgyz Som and
British Pounds Sterling. The Company's liquidity may, therefore, be adversely
affected by, amongst other things, the ability of the Company to accurately
forecast its operating cash needs in the other aforementioned currencies, the
Company's ability to convert its cash funds from Canadian Dollars into the
aforementioned currencies, as may be impacted by unfavourable movements in the
Canadian Dollar exchange rate relative to the aforementioned currencies and the
Company's ability to earn interest on its cash deposits. Further information
regarding the Company's liquidity risk, currency risk and interest rate risk may
be found in the Company's financial statements for the period ended March 31,
2010.
While the Company's present liquidity has improved since the end of Q1 2010, due
to the completion by the Company of the Offering on April 16, 2010, the
advancement, exploration and development of the Company's properties, including
continuing exploration and development projects, and the construction of mining
facilities and commencement of mining operations, if any, will require
substantial additional financing in the future. To the extent that such funding
is required in the future, the Company expects that it would try to raise such
funding through equity financing if and when required. Whilst the Company has
been successful in raising equity financing in the past, the Company's ability
to raise additional equity financing may be affected by numerous factors beyond
the Company's control, including, but not limited to, adverse market conditions
and/or commodity price changes and economic downturn and those other factors
that are listed under "Risks and Uncertainties" in the Company's MD&A.
COMMITMENTS
The following table summarises the commitments of the Company as at March 31, 2010:
-----------------------------------------------------------------
2010 2011 2012 2013 2014 + Total
$000 $000 $000 $000 $000 $000
-----------------------------------------------------------------
Lease obligations 352 352 352 352 1,056 2,464
-----------------------------------------------------------------
The Company's lease obligations are for its London head office property rents
payable under a lease agreement expiring in 2016. The rent is subject to a
review in 2011 which may affect the future lease obligations from 2011 onwards.
There have been no defaults in any of the Company's lease commitments.
DISCONTINUED OPERATIONS
On October 30, 2009 the Company completed the sale of the Varvarinskoye Project
to Polymetal. The Company has, in accordance with Canadian GAAP CICA 3475,
reported the net loss of $25.3 million incurred during the three months ended
March 31, 2009 associated with the Varvarinskoye Project as discontinued
operations.
Following the disposition of the Varvarinskoye Project, the Company's operations
no longer include commercial production and the Company has focused its
resources on the exploration of its exploration properties and projects in
Kyrgyzstan and Kazakhstan, which include the Talas Project.
The key effects of the disposal of the Varvarinskoye Project on the Company's
current operations can be summarized as follows:
-- The Company is no longer subject to the operating profits and losses and
cashflows arising from the extraction and processing of ores and the
sale of gold and copper metal;
-- The Company is no longer exposed to the risk of further impairment write
offs relating to the Varvarinskoye assets;
-- The Company is no longer exposed to the gains and losses arising from
the mark to market revaluation of the derivative (gold forward sale)
contracts;
-- The Company and its remaining subsidiaries no longer have any
outstanding long-term debt or hedging liabilities and obligations; and
-- The Company's operations no longer include commercial production and the
Company has focused its resources on its exploration properties and
projects in Kyrgyzstan and Kazakhstan.
TRANSACTIONS WITH RELATED PARTIES
Mr. Massimo Carello, a member of the board of directors of the Company, is also
a director of Canaccord. In connection with providing its services as sole
manager and book runner for the Offering, which closed on April 16, 2010,
Canaccord received a fee equal to CAD$1,680,000 (the "Agent's Fee"), being equal
to 6% of the gross proceeds of the Offering, was reimbursed for expenses of the
Offering related to legal and other professional service in the amount of
CAD$303,094 (the "Agent's Expenses"), and received 6,720,000 non-transferable
broker warrants (each, a "Broker Warrant"), equal in number to 6% of the number
of Units sold pursuant to the Offering (the Agent's Fee, Agent's Expenses and
Broker Warrants, collectively, the "Canaccord Payment"). Each Broker Warrant
entitles Canaccord to acquire one Common Share at the Offering Price for a
period of two years following the closing date of the Offering. The Canaccord
Payment was considered to be based on normal commercial terms.
OPERATIONAL REVIEW
ORSU'S COPPER-GOLD EXPLORATION LICENCES IN KYRGYZSTAN & KAZAKHSTAN
The Company is exploring several advanced stage gold and copper deposits in the
Tien Shan metallogenic belt in Kyrgyzstan and the Rudny Altai metallogenic belt
in Kazakhstan. These exploration projects are held by Orsu through its
wholly-owned subsidiary, Lero, and its direct and indirect subsidiaries.
The Company shall use its current working capital resources, including the funds
raised from the Offering, which was completed on April 16, 2010, in order to
satisfy the Company's commitments in respect of its mineral exploration
properties.
TALAS EXPLORATION LICENCES, KYRGYZSTAN
The Talas Project is the Company's material property in Kyrgyzstan, and includes
the Taldybulak, Kentash, Barkol and Korgontash licences. The Talas Project is
located in the Tien Shan gold belt, host to some of the world's largest
copper-gold porphyries.
Table 1
----------------------------------------------------------------------------
Extension
Licence Name of Licence Granted
No Licence Holder Area(km2) Date Granted Expiry Date until
----------------------------------------------------------------------------
AP-1005 Barkol TCG LLC 209.5 16/03/2007 31/12/2010
----------------------------------------------------------------------------
AR-24 Taldybulak TCG LLC 42 14/06/2005 31/12/2010
----------------------------------------------------------------------------
AP-23 Kentash TCG LLC 46 14/06/2005 31/12/2009 31/12/2012
----------------------------------------------------------------------------
AP-61 Korgontash TCG LLC 66 02/09/2005 31/12/2009 31/12/2012
----------------------------------------------------------------------------
For avoidance of doubt;
1. The Taldybulak copper-gold-molybdenum porphyry deposit within the
Taldybulak exploration licence area is a separate asset from the
Taldybulak Levoberezhny gold deposit previously owned by Central Asia
Gold Limited, and
2. TCG LLC, the registered owner of the Talas Project, is a separate
company from Talas Gold Mining Company, which was the owner of the
Jerooy Gold Project.
3. Of the Barkol licence area of 209.5 km2, 2 km2 is covered by the Chonur
licence which is not controlled by TCG LLC.
Licence Locations
The Talas exploration area is located in the Western Kyrgyz Range on the north
slope of the Talas Valley, in the Talas Oblast, north western Kyrgyzstan at
elevations of 1,800-3,000m. The region includes deposits such as Andash, Aktash,
Jerooy, Taldybulak Levoberezhny and Centerra's world class Kumtor deposit. The
Talas Project is accessible year round via the Bishkek-Talas road (270km from
Bishkek). A rail head is located 140km by road from the deposit and several 10
to 500kV power grid lines pass within 10km of the deposit.
The Taldybulak deposit is the main focus of exploration activity within the
Taldybulak licence that covers an area of 42km2. The Kentash licence is situated
immediately east of Taldybulak and covers an area of 46km2. The Korgontash
licence which covers an area of 66km2 is located approximately 25km east of
Taldybulak. The Barkol licence is the westernmost licence, located immediately
west of Taldybulak and covers an area of 209.5km2.
Gold Fields Exploration Partnership
Pursuant to the JV Agreement, Gold Fields is the project operator for the Talas
Project. Under the JV Agreement, following the completion of a bankable
feasibility study relating to the Talas Project and if the board of directors of
the Talas Joint Venture Company so determines, Gold Fields is to act as the lead
arranger to obtain any further project financing for development and mining
operations, for which Gold Fields will receive a 1.5% arrangement fee. Gold
Fields and Orsu will otherwise contribute to the project requirements on a
pro-rata basis through to project development.
In February 2010, Gold Fields earned a 60% interest in the Talas Joint Venture
Company, which is the 100% owner of TCG LLC, the registered owner of the
Taldybulak, Barkol, Kentash and Korgontash properties in the Talas region of the
Kyrgyz Republic.
Gold Fields has advised the Company that it intends to continue developing the
Talas Project in accordance with the JV Agreement. Under the terms of the JV
Agreement, both parties are required to fund on a pro-rata basis further project
expenditures required to continue exploration activities, complete a feasibility
study and complete the project development in accordance with programmes and
budgets approved by Gold Fields. Dilution provisions apply under the terms of
the JV Agreement if either party decides not to contribute to expenditures in
accordance with its pro-rata share.
EXPLORATION LICENCES WITHIN THE TALAS EXPLORATION AREA
TALDYBULAK, KYRGYZSTAN
Project History
In September 2006, Lero acquired 100% of the Taldybulak licence which hosts the
Taldybulak copper-gold porphyry deposit. Taldybulak was discovered in 1976 from
a regional geochemical survey and a subsequent trenching programme over
gold-copper-silver-molybdenum anomalies which outlined an elliptical gold-copper
mineralisation zone with dimensions of 1,200m by 700m. The anomalies were tested
at depth where 10 of the drill holes intersected gold-copper mineralisation. Two
of the drill holes terminated in strong mineralisation at a depth of over 400m.
Four additional holes were drilled to test additional targets, located 2km to
3km to the east of the prospect. No further work was conducted on the deposit
until the late 1990's when British Commonwealth Minerals drilled 11 shallow
reverse circulation holes near the centre of the deposit.
The Taldybulak copper-gold porphyry deposit is currently the Company's most
advanced project.
2010 Mineral Resource Estimates
WAI was contracted by Orsu in early 2010 to review and audit an updated mineral
resource estimate in relation to the Talas Project, from which WAI completed its
own mineral resource estimate. A National Instrument 43-101 mineral resource
estimate for the Taldybulak-Talas licence area of the Talas Project was reported
during March 2010 (Table 2) in the report titled "Updated Technical Report on
the Taldybulak property held by Orsu Metals Corporation, Kyrgyzstan", dated
March 22, 2010 and prepared by J C Osmond and M L Owen, a copy of which has been
filed and is available under the Company's profile on SEDAR at www.sedar.com.
The Indicated Resources reported at 0.3 g/t Au Cut-off are 141Mt @ 0.66 g/t Au,
0.17% Cu and 0.01% Mo and Inferred Resources reported at 0.3 g/t Au Cut-off are
153Mt @ 0.66 g/t Au, 0.15% Cu and 0.012% Mo
Table 2: Taldybulak-Talas Project, Mineral Resource Estimate (WAI) March 22, 2010
----------------------------------------------------------------------------
WAI Indicated Resources across all domains (WAI March 22, 2010)
----------------------------------------------------------------------------
Cut
Off
(Au Tonnes Contained Contained Cu Contained Mo
g/t) (Mt) Au (g/t) Au (Moz) Cu (%) (Mlb) Mo (ppm) (Mlb)
----------------------------------------------------------------------------
0.0 446 0.31 4.45 0.15 1474 81 80
----------------------------------------------------------------------------
0.3 141 0.66 2.99 0.17 527 96 30
----------------------------------------------------------------------------
----------------------------------------------------------------------------
WAI Inferred Resources across all domains (WAI March 22, 2010)
----------------------------------------------------------------------------
Cut
Off
(Au Tonnes Contained Contained Cu Contained Mo
g/t) (Mt) Au (g/t) Au (Moz) Cu (%) (Mlb) Mo (ppm) (Mlb)
----------------------------------------------------------------------------
0.0 384 0.35 4.32 0.13 1100 99 84
----------------------------------------------------------------------------
0.3 153 0.66 3.24 0.15 506 120 40
----------------------------------------------------------------------------
(i)All inferred mineral resources are reported exclusive of indicated mineral
resources. Mineral resources are shown at a 0.0 g/t Au cut-off for comparison
purposes only, Orsu does not expect the mineral resources to be economically
extractable at this cut-off grade. Mineral resources are shown at a 0.3 g/t Au
as this is a possible economic cut-off grade for this deposit; although,
economic and mining studies are required to determine the actual cut-off grade.
Mineral resources are reported without mining constraints other than the cut-off
grade, no pit shell, mine design, or minimum mining width, which have been used
to restrict the reported mineral resources.
The audit, review and classification of the updated Indicated and Inferred
mineral resource estimates were carried out under the supervision J C Osmond,
BSc, MSc (MCSM), ProfGradIMMM, CGeol, FGS, EurGeol, Principal Geologist with WAI
and M L Owen, BSc, MSc, MCSM, CGeol, EurGeol, FGS, Technical Director of WAI,
each a qualified person as such term is defined in National Instrument 43-101. J
C Osmond and M L Owen are responsible for the preparation of the report titled
"Updated Technical Report on the Taldybulak Property held by Orsu Metals
Corporation, Kyrgyzstan" dated March 22, 2010. J C Osmond and M L Owen are
employees of WAI.
Gold and copper estimates are based upon an ordinary kriged 20m east by 20m
north by 10m elevation block model which has been constrained by geological and
grade threshold wireframes created in section from interpretation of all
available drillhole and channel sampling data. A total of 36,988m of diamond
drilling, 1,326m of reverse circulation drilling and 12,615m of surface
trenching data was used when constructing geological and grade boundaries.
Subsequently the surface trenching and reverse circulation drilling results were
not utilised for the grade interpolation process. WAI verified the location of
all drill holes with respect to wireframe models and surface topography. The
drill hole data was audited with checks carried out for duplicate results,
errors in sample position downhole, hole surveys and collar positions with
respect to topography. Variography and geostatistical modelling was completed to
quantify the spatial variability for copper and gold within the mineralised
area.
The results of this latest mineral resource estimation represent an increase to
the previously reported mineral resource estimate from May 2008, at 0.30g/t Au
cut-off, in terms of contained gold ounces for the Indicated category of 1.38
Moz or an 86% increase, and in terms of contained copper the increase was 226Mlb
or 57%.
Exploration Update
Orsu and Gold Fields have finalised an exploration programme and budget for the
Talas Project for 2010. Total expenditure for the year is estimated at
$2.5million, of which Orsu's 40% pro rata share is approximately $979,000, as
per the terms of the JV Agreement. The bulk of the expenditure has been
earmarked for infill drilling in the western area of the Taldybulak deposit with
the 5,500m of HQ size diamond drilling designed. The objective of the proposed
infill programme is to better delineate the known extents on the mineralisation
and to gain a more detailed understanding of the spatial variability of the Au
and Cu grades by closing the overall spacing of the drill holes down to 40m by
40m.
The budget also includes further metallurgical testwork and a detailed
geotechnical study of the hanging wall and footwall rock material immediately
adjacent to the deposit.
BARKOL, KYRGYZSTAN
Licence Information
In March 2007, the 209.5km2 Barkol exploration licence was granted to the
Company. Located immediately to the west of the Taldybulak licence, it was
acquired at no cost to the Company. The Barkol licence contains numerous
occurrences of known mineralisation, with one small copper-gold-molybdenum vein
deposit occurring within a 2km2 excision (the Chonur licence). The estimated
annual expenditure commitment on the Barkol licence for 2010 is $200,000.
Exploration Update
The Company undertook some limited drill testing and further geophysical
investigations on the licence area. Significant thicknesses of post-mineral
Devonian volcanics overly the north eastern part of the license. Scout core
drilling was performed in 2009 with no significant results received and the
Company will not follow up exploration in these already tested areas.
KORGONTASH, KYRGYZSTAN
Licence Information
The 66km2 Korgontash licence area hosts the Tokhtonnisai copper-gold skarn
prospect, Talas Oblast, north-west Kyrgyzstan. The Korgontash licence is located
in the easternmost part of the copper-gold metallogenic trend on the southern
slope of the Kyrgyz ridge. In the central part of the licence is the 2km2
exclusion zone covered by the Aktash licence, controlled by Turan Metals Ltd, a
Kyrgyz-Kazakh joint-venture company.
Exploration Update
In 2009, TCG LLC drilled one hole at the Tokhtonnisai prospect to test the
extent of Cu-Au mineralization to depth. Results have been received and
considered not to be of material value as no intervals of potentially
economically extractable grade material were intersected.
KENTASH, KYRGYZSTAN
Exploration Update
Limited work has been performed on the Kentash licence to date. The works
included soil and chip geochemical sampling and assessment of anomalies. As part
of the regional programme, the Kentash license, as well as all other Talas
licenses, was covered by the ground gravity survey.
TOKHTAZAN GROUP OF LICENCES, KYRGYZSTAN
Licence Information
The Tokhtazan exploration licence area contains the Akdjol (108km2) and
Tokhtazan (4km2) licences, both of which are held by Oriel in Kyrgyzstan LLC
("Oriel"), the Company's indirect subsidiary. The licences and related
agreements and land rights expired on December 31, 2009 and were extended for 2
months until February 20, 2010 to allow the Company to prepare a progress
report. On February 19, 2010, Orsu filed progress reports with the Ministry of
Natural Resources of the Kyrgyz Republic with respect to exploration works at
both of the Tokhtazan and Akdjol licences. In April 2010, the Akdjol and
Tokhtazan licences, comprising the Tokhtazan Project, were extended by the
Ministry of Natural Resources of the Kyrgyz Republic until 31 December 2012.
Exploration Update
No additional exploration activities have been carried out at the Tohktatzan
licence in Q1 2010. Orsu is currently finalising a 2010 exploration budget for
both the Akdjol and Tohktazan licence areas.
KARCHIGA, KAZAKHSTAN
Licence Information
The Karchiga Project is located in the extreme east of the Republic of
Kazakhstan, within 40km of the Chinese border. The deposit is situated within
the north west striking, mid-Palaeozoic, Rudny Altai VMS terrain, the host of
numerous world class VMS deposits, including the Leninogorsk (also known as
Ridder-Sokolnoye), Zyryanovsk, and Maleevskoye deposits. The Rudny Altai is
ranked in the top four VMS belts of the world.
The Karchiga deposit was originally exploited by ancient artisans and was
re-discovered and explored by Soviet geologists during the 1940's and 50's. The
Soviet era exploration included more than 100 cored drill holes and an
exploration shaft into the ore body.
The Company's interest (through its indirect subsidiary GRK MLD LLP ("GRK")) in
the Karchiga Project is governed by an exploration and production contract (the
"Karchiga Project Contract") granted to GRK by the former Ministry of Energy and
Mineral Resources of the Republic of Kazakhstan (the "Former MEMR") until
February 28, 2022. Pursuant to the Karchiga Project Contract, GRK was granted
the right to explore and produce copper within the boundary of the contract
area.
The original exploration period under the Karchiga Project Contract was for a
period of three years until February 28, 2010 (the "Exploration Period").
However, the Karchiga Project Contract provides that the Exploration Period may
be further extended for two additional two year periods if GRK can prove that
extra time is required to fully evaluate the mineral prospectivity before mining
can commence.
On September 23, 2008, GRK made an application to the Former MEMR (the "First
Application") to: (i) approve an increase to the work program under the Karchiga
Project Contract; and (ii) delay the obligation to return the contract area
until the expiration of the Exploration Period (the "Return Date"). On November
25, 2008, the Former MEMR approved the First Application and ordered that the
Karchiga Project Contract be amended (the "First Amendment") and registered with
the Former MEMR before February 20, 2009 (the "Initial Deadline") in order to
give effect to the First Amendment.
On November 26, 2009, prior to the expiration of the Exploration Period, GRK
made a further application to the Former MEMR to approve an extension of the
Exploration Period for two years until February 28, 2012 (the "Second
Application"). In February 2010, GRK was notified by the Former MEMR that the
Second Application had been approved, that an extension of the Exploration
Period had been granted until February 28, 2012 and that the execution and
registration of the relevant amendment to the Karchiga Project Contract (the
"Second Amendment") was to occur before May 29, 2010. As of the date hereof, the
Second Amendment has not been executed or registered with the Ministry of
Industry and New Technologies of the Republic of Kazakhstan (the "MINT"), the
successor to the Former MEMR's responsibilities over the mining industry in
Kazakhstan.
On April 20, 2010, the First Amendment was executed and registered with the MINT
despite the Initial Deadline having passed. GRK is continuing to negotiate with
MINT the execution and registration of the Second Amendment, including an
extension of the Return Date to February 28, 2012. GRK expects that an extension
of the Return Date will be provided in the final terms of the Second Amendment.
Reference should be made to the heading "Risks relating to the Karchiga Project
Contract" under "Risks and Uncertainties" for a discussion of the potential
implications of the Company's failure to execute and register the Second
Amendment.
Anticipated expenditure obligations of GRK on the Karchiga Project are outlined
below:
Table 3: Anticipated Karchiga Project Contract Expenditure Obligations
----------------------------
Year Expenditure
----------------------------
2007 $700,000
----------------------------
2008 $800,000
----------------------------
2009 $1,000,000
----------------------------
2010 (1) $425,000
----------------------------
2011 (1) $425,000
----------------------------
(1) The payment during 2010 and 2011 of an aggregate of $850,000 is a condition
to the Second Amendment, which has not yet been executed or registered with the
Competent Authority.
In addition, under the Karchiga Project Contract, GRK is required to submit a
year-end report on an annual basis outlining the works completed and expenditure
made during the year. Before exploration work can commence for the following
year, a work program is required to be submitted and approved by the Competent
Authority. As a result of the delay in the registration of the First Amendment,
GRK has not yet obtained from the Competent Authority the formal annual
approvals required for its work programs for 2009 and 2010. Reference should be
made to the heading "Risks relating to the Karchiga Project Contract" under
"Risks and Uncertainties" for a discussion of the potential implications of the
Company's failure to obtain formally approved work programs for 2009 and 2010.
2010 Mineral Resource Estimates
WAI was contracted by Orsu in early 2010 to review and audit Orsu's updated
mineral resource estimate in relation to the Karchiga Project, from which WAI
completed its own mineral resource estimate. A National Instrument 43-101
mineral resource estimate for Karchiga was reported during March 2010 (Table 4)
in the report titled "Updated Report on the Karchiga Property held by Orsu
Metals Corporation, Kazakhstan", dated March 22, 2010 and prepared by M L Owen
and L S Carroll, a copy of which has been filed and is available under the
Company's profile on SEDAR at www.sedar.com. At a 0.50% copper cut-off, the
Indicated Sulphide mineral resource is 7.56Mt @ 2.02% Cu, at a 0.50% copper
cut-off, the Indicated Oxide mineral resource is 0.93Mt @ 1.39% Cu and at a
0.50% copper cut-off, the Inferred mineral resources total 1.79Mt @ 1.62% Cu.
The "qualified persons" (as such term is defined in National Instrument 43-101)
responsible for these updated mineral resource estimates are Mr. M L Owen and L
S Carroll (who are both employees of WAI).
Table 4: Karchiga Project, Mineral Resource Estimates (WAI) March 22, 2010
----------------------------------------------------------------------------
WAI Indicated Mineral Resources for Karchiga Cu VMS Project
----------------------------------------------------------------------------
Metal
Cut-off Grade Cu Cu
Cu (%) Area Type Tonnes (Mt) (%) Metal Cu (t) (Mlb)
----------------------------------------------------------------------------
Central +
0.3 North East Sulphide 8.05 1.93 154,958 342
----------------------------------------------------------------------------
Central +
0.5 North East Sulphide 7.56 2.02 153,000 337
----------------------------------------------------------------------------
0.3 Central Oxide 1.09 1.25 13,545 30
----------------------------------------------------------------------------
0.5 Central Oxide 0.93 1.39 12,868 28
----------------------------------------------------------------------------
----------------------------------------------------------------------------
WAI Inferred Mineral Resources for Karchiga Cu VMS Project(i)
----------------------------------------------------------------------------
Cut-off Cu Grade Cu Metal Cu
(%) Area Type Tonnes (Mt) (%) Metal Cu (t) (Mlb)
----------------------------------------------------------------------------
0.3 North East Sulphide 1.83 1.60 29,260 65
----------------------------------------------------------------------------
0.5 North East Sulphide 1.79 1.62 29,120 64
----------------------------------------------------------------------------
(i)All Inferred resources are quoted completely exclusive of the Indicated
resources. Mineral resources are shown at a 0.3% Cu and 0.5% Cu as these are
considered to be possible economic cut-off grade for this deposit; although,
economic and mining studies are required to determine the actual cut-off grade.
Mineral resources are reported without mining constraints other than the cut-off
grade, no pit shell, mine design, or minimum mining width, which have been used
to restrict the reported mineral resources.
The mineral resource estimates use all data available at the end of December
2009. Indicated and inferred resources were categorized based upon a block model
utilising 5m by 10m by 5m blocks respectively. Grades were estimated utilising
the Inverse Distance cubed algorithm with interpolation parameters based upon
the results of Geostatistical modelling completed for the relevant oxide and
sulphide data sets. WAI carried out database verification and a review of the
orebody modelling and domaining for each individual mineralised zone. WAI was
provided with solid models (wireframes), surface topography, drillhole databases
including Lithology, assay and density data, location plans and all internal and
external quality control data collected since the commencement of the project.
The estimation was completed using 2m downhole composite drillhole samples
selected within a hard boundary Cu grade wireframe. All wireframe models were
constructed from sectional interpretation of geological and grade boundaries
with each of the 12 individual wireframe models utilised to domain the blocks
within the grade estimation model. Material types and samples data were
subsequently extracted and subset within these discrete domains and grade
interpolation was constrained to each individual domain separately. Specific
gravity measurements were carried out for the different material types collected
from Karchiga diamond drill core and an in-situ bulk density value assigned to
the block model based upon observed grade to bulk density relationship.
Exploration Update
Due to adverse weather conditions, no exploration works have been carried out
during Q1, 2010. Orsu is currently finalising an exploration budget for the
2010-2011 field exploration seasons and shall, as a minimum, perform the work
program recommended for 2010-2011 in the report titled "Updated Report on the
Karchiga Property held by Orsu Metals Corporation, Kazakhstan", dated March 22,
2010 and prepared by M L Owen and L S Carroll.
Orsu is in the process of completing a scoping study for the Karchiga Project,
as provided for in the work program recommended in the above-mentioned technical
report.
COMPANY'S NOMAD NAME CHANGE
The Company's Nominated Adviser and Broker has undertaken a change of name from
Canaccord Adams Limited to Canaccord Genuity Limited following the acquisition
by its parent company, Canaccord Financial Inc., of Genuity Capital Markets, the
leading independent advisory and restructuring firm in Canada.
For The Periods Ended March 31, 2010 (unaudited) and December 31, 2009
Consolidated Balance Sheets
(Prepared in accordance with Canadian GAAP)
--------------------------------------------------------------------------
March 31, 2010 December 31, 2009
$000 $000
Assets
Current assets
Cash and cash equivalents 2,057 3,386
Prepaid and receivables 1,538 1,860
----------------- --------------------
3,595 5,246
Exploration properties 14,191 27,198
Office, furniture and equipment 510 1,078
Net investment in oil and gas
residual interests 643 643
Equity investment in Talas Joint
Venture 13,508 -
----------------- --------------------
32,447 34,165
----------------- --------------------
Liabilities
Current liabilities
Accounts payable and accrued
liabilities 2,243 2,455
----------------- --------------------
2,243 2,455
Future income tax 6,877 6,877
----------------- --------------------
9,120 9,332
----------------- --------------------
Shareholder Equity
Share capital 361,440 361,440
Share purchase warrants 48,650 48,650
Share purchase options 10,485 12,550
Contributed surplus 13,347 11,177
Deficit (410,595) (408,984)
----------------- --------------------
23,327 24,833
----------------- --------------------
32,447 34,165
----------------- --------------------
For The Periods Ended March 31, 2010 (unaudited) and March 31, 2009
(unaudited)
Consolidated Statements of Cash Flows
(Prepared in accordance with Canadian GAAP)
---------------------------------------------------------------------------
Three months ended March 31,
2010 2009
Cash flows from operating activities $000 $000
Net loss for the period from
operating activities (1,611) (3,030)
Items not affecting cash:
Company share of Talas Joint
Venture loss 214 -
Depreciation and amortization
charges 39 42
Stock-based compensation 105 780
Unrealized foreign exchange gain 53 -
---------------------- --------------
(1,200) (2,208)
Change in non-cash working capital
Increase in accounts receivable
and other assets (1,114) (616)
Increase/ (decrease) in accounts
payable and accrued liabilities 746 (115)
---------------------- --------------
Cash flows used by the operating
activities of the continuing
operations (1,568) (2,939)
Cash flows used by the operating
activities of the discontinued
operations - (492)
---------------------- --------------
(1,568) (3,431)
---------------------- --------------
Cash flows from investing activities
Expenditures on property, plant
and equipment (2) -
Proceeds from net investment in
residual oil and gas interests 241 -
---------------------- --------------
Cash flows from the investing
activities of the continuing
operations 239 -
Cash flows from the investing
activities of the discontinued
operations - 57
---------------------- --------------
239 57
---------------------- --------------
Cash flows from financing activities
Cash flows from the financing
activities of discontinued
operations - 435
---------------------- --------------
- 435
---------------------- --------------
---------------------- --------------
Decrease in cash and cash
equivalents (1,329) (2,939)
Cash and cash equivalents -
Beginning of period 3,386 6,200
---------------------- --------------
Cash and cash equivalents - End of
period 2,057 3,261
---------------------- --------------
For The Periods Ended March 31, 2010 (unaudited) and March 31, 2009
(unaudited)
Consolidated Statements of Operations
(Prepared in accordance with Canadian GAAP)
-------------------------------------------------------------------------
Three months to March 31,
2010 2009
$000 $000
(Expenses) / income
General and administrative (1,041) (1,559)
Exploration (413) (215)
Stock-based compensation (105) (780)
Interest expense (8) (67)
Interest income 11 6
Foreign exchange losses (55) (415)
------------------------ ------------
Loss from operating activities (1,611) (3,030)
------------------------ ------------
Loss from discontinued operations - (25,255)
------------------------ ------------
Net loss and comprehensive loss for
the period (1,611) (28,285)
Deficit - Beginning of period (408,984) (508,024)
------------------------ ------------
Deficit - End of period (410,595) (536,309)
------------------------ ------------
Loss per common share
Loss per common share from
continuing operations $(0.04) $(0.07)
Loss per common share from
discontinued operations - $(0.55)
Net loss per common share $(0.04) $(0.62)
Weighted average number of common
shares
Basic and diluted (in thousands) 45,696 45,696
Summary of the Quarterly Results of Operations (unaudited)
(Selected Quarterly Information)
(Prepared in accordance with Canadian GAAP)
---------------------------------------------------------------------------
FOR THE QUARTER ENDED MARCH 31, 2010 AND SUMMARY OF QUARTERLY RESULTS
---------------------------------------------------------------------------
------------------------------------- ------------ ------------ -----------
Expressed in US$000s March 31 December 31 September 30 June 30
except where indicated 2010 2009 2009 2009
(unaudited) (unaudited) (unaudited) (unaudited)
------------------------------------- ------------ ------------ -----------
Loss from continuing
operations (1,611) (1,871) (2,661) (3,050)
(Loss)/ profit from
discontinued operations - (10,584) (21,076) 5,755
Net gain on disposal of
discontinued operations - 160,812 - -
------------ ------------ ------------ -----------
(Loss) / Income and
comprehensive (loss) /
income for the period (1,611) 148,357 (23,737) 2,705
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Sales revenues (included
within results of
discontinued operations) - 6,867 22,632 32,495
(Loss)/ income per common
share (in US$/share)
(see note 1)
(Loss) per common share
from continuing
operations $(0.04) $(0.04) $(0.06) $(0.07)
(Loss) / income per
common share $(0.04) $3.25 $(0.52) $0.06
Weighted average number
of common shares - basic
and diluted (in
thousands) 45,696 45,696 45,696 45,696
------------------------------------- ------------ ------------ -----------
FOR THE QUARTER ENDED MARCH 31, 2009 AND SUMMARY OF QUARTERLY RESULTS
------------------------------------- ------------ ------------ -----------
Expressed in US$000s March 31 December 31 September 30 June 30
except where indicated 2009 2008 2008 2008
(unaudited) (unaudited) (unaudited) (unaudited)
------------------------------------- ------------ ------------ -----------
Loss from continuing
operations (3,030) (88,681) (5,753) (5,986)
(Loss)/ profit from
discontinued operations (25,255) (174,911) 1,720 (10,937)
------------ ------------ ------------ -----------
Net loss and
comprehensive loss for
the period (28,285) (263,592) (4,033) (16,923)
------------ ------------ ------------ -----------
------------ ------------ ------------ -----------
Sales revenues (included
within results of
discontinued operations) 9,796 11,622 15,512 13,225
(Loss) per common share
(in US$/share) (see note
1)
Loss per common share
from continuing
operations $(0.07) $(2.30) $(0.19) $(0.19)
Loss per common share $(0.62) $(6.83) $(0.13) $(0.54)
Weighted average number
of common shares - basic
and diluted (in
thousands) 45,696 38,598 31,015 31,383
------------------------------------- ------------ ------------ -----------
Note 1: Per share information has been retroactively restated to give effect to
the 10 for 1 share consolidation which occurred in November, 2009.
FORWARD-LOOKING INFORMATION
This press release contains or refers to forward-looking information. All
information, other than information regarding historical fact that addresses
activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future is forward-looking information. Such
forward-looking information includes, without limitation: the amount and receipt
of deferred consideration that may be payable to the Company by Polymetal
pursuant to the sale of the Varvarinskoye Project; the expected effect of the
sale of the Varvarinskoye Project on the Company's current operations; the
Company's expectations with respect to obtaining a waiver of the Competent
Authority's pre-emptive right with respect to the current trading of the Common
Shares on the TSX and AIM; the execution and registration of the Second
Amendment and the extension of the Return Date; the continued maintenance,
exploration and the development of the Company's properties and the costs
related thereto; development and operational plans, objectives and budgets;
continued financial support from, and development efforts by, Gold Fields with
respect to the Barkol, Kentash, Taldybulak and Korgontash licences; the
completion of a feasibility study on the Talas Project; the completion of a
scoping study on the Karchiga Project; mineral resource estimates; the proposed
work programs for the Company's exploration properties and their respective
timing; estimates relating to critical accounting policies; the Company's plans
with respect to the conversion to IFRS, including the Company's expected timing
for completing the phases of its plan and the development of an effective plan;
the continuation of assessments relating to resource and training requirements
and the impact of IFRS on, amongst other things, the Company's accounting
policies, information technology and data systems; the Company's plans for
adopting and/or implementing changes to accounting policies and the impact of
same on the Company's financial statements; the future political and legal
regime in Kyrgyzstan; the regulatory environment in Kazakhstan relating to the
mining industry; the expected use of the net proceeds from the Offering; that
the Company and the other defendants will not need to terminate the settlement
agreement as a result of class members opting out of the settlement, the
significance of any claims by members who opt out and the dismissal of the Class
Action Claim (and its predecessor); the Company's expectations with respect to
pursuing new opportunities and acquisitions and its future growth; and the
Company's ability to raise new funding.
The forward-looking information in this press release reflects the current
expectations, assumptions or beliefs of the Company based on information
currently available to the Company. With respect to forward looking information
contained in this press release, the Company has made assumptions regarding,
among other things, the treatment of the Varvarinskoye Project as discontinued
operations, the Company's ability to generate sufficient funds from capital
markets to meet its future obligations, the effectiveness of the Company's
design relating to the implementation of IFRS, assumptions relating to the
Company's critical accounting policies, the Company's business, the economy and
the mineral exploration industry in general, the political environments and the
regulatory frameworks in Kazakhstan and Kyrgyzstan with respect to, among other
things, the mining industry generally, royalties, taxes, environmental matters
and the Company's ability to obtain, maintain, renew and/or extend required
permits, licences, authorisations and/or approvals from the appropriate
regulatory authorities (including the Company's ability to: (i) execute and
register the Second Amendment and/or receive an extension of the Return Date;
(ii) obtain an extension of the Taldybulak and Barkol licences beyond December
31, 2010; and (iii) obtain a waiver of the Competent Authority's pre-emptive
right relating to the Karchiga Project); the Company's ability to continue to
obtain qualified staff and equipment in a timely and cost-efficient manner to
meet the Company's demand, and has also assumed that no unusual geological or
technical problems occur, plant and equipment work as anticipated, no material
adverse change in the price of copper or gold occurs and no significant events
occur outside of the Company's normal course of business. Although the Company
believes that the assumptions inherent in the forward-looking information are
reasonable, forward-looking information is not a guarantee of future performance
and accordingly undue reliance should not be put on such information due to the
inherent uncertainty therein.
Forward-looking information is subject to a number of risks and uncertainties
that may cause the actual results of the Company to differ materially from those
discussed in the forward-looking information, and even if such actual results
are realised or substantially realised, there can be no assurance that they will
have the expected consequences to, or effects on, the Company. Factors that
could cause actual results or events to differ materially from current
expectations include, but are not limited to: risks normally incidental to
exploration and development of mineral properties; uncertainties in the
interpretation of drill results; the possibility that future exploration,
development or mining results will not be consistent with expectations;
uncertainty of mineral resources estimates; the Company's inability to obtain,
maintain, renew and/or extend required licences, permits, authorizations and/or
approvals from the appropriate regulatory authorities and other risks relating
to the regulatory frameworks in Kazakhstan and Kyrgyzstan (including the failure
to execute and register the Second Amendment and/or receive an extension of the
Return Date or obtain the Competent Authority's waiver of its pre-emptive right
relating to the Karchiga Project or the Company's inability to obtain the
necessary extensions relating to its Taldybulak and Barkol licences and the
agreements and rights, as applicable, related thereto); adverse changes in the
political environments in Kazakhstan and Kyrgyzstan and the laws governing the
Company, its subsidiaries and their respective business activities; capital and
operating costs varying significantly from estimates; inflation; changes in
exchange and interest rates; adverse changes in commodity prices; the inability
of the Company to obtain required financing; adverse changes with respect to the
Talas Project joint venture; adverse general market conditions; the possibility
of class members opting out of the settlement in respect of the Class Action
Claim; the Company's inability to delineate additional mineral resources and
delineate mineral reserves; future unforeseen liabilities and other factors
including, but not limited to, those listed under "Risk and Uncertainties" in
the Company's MD&A and in the Company's other disclosure materials, including
the Company's Annual Information Form (the "Annual Information Form") available
under the Company's profile on SEDAR at www.sedar.com.
Any mineral resource figures referred to in this press release are estimates and
no assurances can be given that the indicated levels of minerals will be
produced. Such estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry practices. Valid estimates
made at a given time may significantly change when new information becomes
available. While the Company believes that the mineral resource estimates in
respect of its properties are well established, by their nature mineral resource
estimates are imprecise and depend, to a certain extent, upon statistical
inferences which may ultimately prove unreliable. If such mineral resource
estimates are inaccurate or are reduced in the future, this could have a
material adverse impact on the Company. Due to the uncertainty that may be
attached to inferred mineral resources, it cannot be assumed that all or any
part of an inferred mineral resource will be upgraded to an indicated or
measured mineral resource as a result of continued exploration.
Any forward-looking information speaks only as of the date on which it is made
and, except as may be required by applicable securities laws, the Company
disclaims any intent or obligation to update any forward-looking information,
whether as a result of new information, future events or results or otherwise.
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