TIDMNSN

RNS Number : 2133F

Natasa Mining Limited

19 April 2011

NATASA MINING LTD

('the Company')

Final Results for the year ended 31 December 2010

Natasa Mining Ltd (the 'Company') announces its final audited results for the period ended 31 December 2010.

Enquiries:

Chrisilios Kyriakou, Chief Executive Officer

Natasa Mining Limited

Telephone: 020 7514 1480

Angela Peace

Strand Hanson Limited

Telephone: 020 7409 3494

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

During the year, the Company redomiciled from Australia to the Cayman Islands following shareholders' approval on 27 May 2010. $0.2 million of fees and expenses were incurred in relation to this exercise. The accounts presented are those of the newly incorporated Cayman Islands company. However, in order to present a true and fair comparison for shareholders the business has been treated as continuing despite the change in legal entity, and the comparative figures are those of the predecessor company domiciled in Australia. .

In December 2009, the Group entered an Agreement with a vendor group, Vostok Mining, to acquire an 85% interest in two prospective gold-bearing properties (Pustenoye and Karienoye) in central-eastern Kazakhstan. Originally, the Agreement was subject to due diligence to be carried out by the Group prior to 30 March 2010 but this period was subsequently extended to 31 December 2010.

Initially, the due diligence involved the hiring of engineering and geological support staff in Kazakhstan and reviewing, validating and digitising the substantial data gathered by Vostok Mining. This was followed by retaining AMC Consultants Pty Ltd, international mining consultants, to conduct a site visit, review all data, assess the resource potential and recommend a first phase drilling and metallurgical program. The subsequent recommendations from AMC Consultants resulted in the Group planning seven RC drill holes, totalling approximately 1,000 metres to: collect enough mineralized sample for metallurgical tests, including Gravity, Flotation, Cyanidation of Flotation Tails, and BIOX treatment of sulphides; collect sufficient sample to determine comminution parameters relevant to crushing and milling; have sample available to be stored for future additional tests, and compare and validate assays and geology from a number of historical drill holes.

The final drill program was revised from the original planned program due to unseasonal late snow in March with the subsequent spring/summer melt which replenished the shallow (oxide zone) water table preventing drilling within the base of the open pit, with the exception of one drill hole which was drilled from the base of the pit (40 metres below surface) after increasing the pumping capacity long enough to keep the open pit dry for the duration of only this one drill hole. Six RC drill holes tested the Pustenoye deposit and one drill hole the Karienoye deposit. The RC drill rig also attempted to drill into the heap leach pad from the top at around 40 metres above the topographical surface. The rig penetrated only four metres deep before being abandoned. The drilling attempt was unsuccessful as the size of the rock particles on the upper lift of the pad appeared to be mostly of a size that did not fit through the holes of the drill hammer. The rock particles blocked these hammer receiving holes and as a result there was no sample return. Secondly, the rock particles were not large enough and were packed too loosely to be able to be pulverised. A 10kg sample was taken for assay and minor metallurgical testing.

All new drill holes obtained gold intersections, at the expected or better gold grades and intervals, except one which failed to intersect significant mineralisation above detection limit of 0.05ppm gold. This drill hole tested a northwest extension to orebody 1 and was located outside of the open pit on the natural surface while the other five RC drill holes were drilled within the open pit.

The RC drilling re-established the magnitude of gold grades from Soviet-style categories of resources (C1 and C2), as listed on the GKZ Kazakhstan state balance and global average gold grades in a resource estimate subsequently confirmed by an internal company IDW2 (inverse distance weighted squared) block model "JORC Inferred" resource estimate. The following inferences were made from the new drilling:

-- Pustenoye orebody 2 eastern is the highest grade orebody although it currently contains only around 10% of the tonnage in the total Pustenoye resource. Drilling found that the orebody is open towards the southeast so has the potential to significantly increase the grade of the total Pustenoye resource and is especially attractive if shallower extensions to the orebody are discovered, not only extensions at depth.

-- Pustenoye orebody 1 western is a lower grade orebody than orebody 2 eastern but contains the majority of the tonnage in the resource estimate. The orebody is open at depth and drilling confirmed that there is continuity down the easterly dip as principally a drill hole drilled down the dip was consistently mineralised and did not exit the orebody.

-- Karienoye Deposit is the lowest grade orebody but has the largest drill intersection of mineralisation with virtually the entire drill hole being mineralised (the drill hole did not exit the orebody at depth). Drilling highlights that high grade shoots in the deposit appear to dip shallowly towards the northwest, as observed in a surface adit into a hill adjacent to the hole where 5-20cm wide quartz veins have been mined and sampled.

Throughout the due diligence period, the Group, its management and its lawyers, in addition to expending substantial moneys on the properties, carried out extensive negotiations with Kazakhstan Government officials in order to obtain the many State approvals as to titles to enable the Group to make a decision to exercise its right to acquire the interest in the properties. Unfortunately, by the third quarter of 2010 it became evident that the Group had been unable to achieve its objectives so the right to acquire the interest in the mineral properties was disposed of to a Kazakhstan registered company, at which time the Group received a payment of $1.5 million by way of compensation. In 2009, the Group had deposited $1.4 million in a lawyer's escrow account as security for the purchase consideration, and these funds were recovered in 2010.

In June 2010, the Group acquired a 20% equity interest in Kryso Resources plc (Kryso) at a cost of $4.9 million. Kryso is an AIM-listed mineral exploration and development company focused on projects in Tajikistan. Kryso's primary goal is to bring the Pakrut gold project, of which it has 100% ownership, into production. Following the acquisition, Kryso announced a conditional placing of new ordinary shares to China Nonferrous Metals International Mining Co. Ltd representing 29.9% of the total issued share capital of the Kryso to raise GBP11 million before expenses. Prior to the conditional placing being finalised, the Group disposed of its holding in Kryso for proceeds of $8.1 million, generating a profit on the transaction of $3.2 million.

In respect of the Morondava uranium project in Madagascar (interest 66.8%), the Group expended $0.1 million to renew its uranium exploration licences.

Over the year, the Group also examined many mineral investment opportunities, but these did not lead to any positive outcome.

Legal fees of $0.3 million and travel expenses of $0.8 million were incurred, principally in relation to investigating and pursuing investment opportunities.

Interest income of $1.56 million was generated.

A foreign exchange gain of $2 million was recognised as a result of the strengthening of, particularly, the Australian dollar vis-a-vis the United States dollar.

In March 2010, the Company allotted 9,868,421 new fully paid ordinary shares upon conversion of the A$9 million Convertible Note in accordance with its terms.

In May 2010, the Company granted to Strand Hanson Ltd, its nominated adviser, 193,735 options over ordinary shares. The options have an exercise price of GBP2 per share and expire on 31 December 2014. An expense of $57,000 being the fair value of the options granted was recognised.

In June 2010, the Company repaid to shareholders $8.6 million of capital in cash, on a pro-rata basis.

During the 2010 financial year the Group:

-- Purchased $18.2 million of equity and debt instruments, excluding the purchase of equity instruments in Kryso referred to above. At balance date, the Group recognised a gain from the change in fair value of these instruments of $6.3 million.

-- Generated proceeds of $1.7 million, and recognised a profit of $0.6 million, from the sale of equity and debt instruments, excluding the sale of equity instruments in Kryso referred to above.

-- Recovered a $2.5 million short term loan which had been advanced to an unrelated company in 2009.

Other than the matters referred to above, in the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the financial year under review that are not otherwise disclosed in this report or the consolidated financial statements.

TRADING RESULTS

The profit after income tax of the Group for the year ended 31 December 2010 attributable to equity holders of the Company was $4,478,210 (2009 : $7,413,344).

SUBSEQUENT EVENTS

Between 1 January 2011 and the date of this report the following material transactions have occurred. The Group has:

-- Purchased $2.7 million of equity and debt instruments.

-- Generated proceeds of $3.4 million, and recognised a profit of $2.3 million, from the sale of equity and debt instruments.

In April 2011, the Company's subsidiary, UMC Energy plc, entered a twelve month option to acquire the entire issued share capital of a Papua New Guinea (PNG) incorporated company which, if exercised, would result in the dilution of the Company's equity interest in UMC Energy from 83.5% to 42.1%. The PNG company presently has a number of Petroleum Prospecting Licences in PNG and is in the process of applying for additional licences in that country.

Other than the matters discussed above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of the Company, to affect significantly the operations of the Group, the results of those operations or the state of affairs of the Group, in subsequent financial years.

LIKELY DEVELOPMENTS

A number of mineral operations investment opportunities are being investigated.

Further information about likely developments in the operations of the Group and the expected results of those operations in future financial years has not been included in this report because disclosure of the information would be likely to result in unreasonable prejudice to the Group.

NATASA MINING LTD

INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2010

 
                                                         Consolidated 
                                                                    Restated 
                                                          2010          2009 
                                                             $             $ 
------------------------------------------------  ------------  ------------ 
 
 Total revenue from services                                 -             - 
 Gain on sale of equity and debt instruments         3,818,092     6,852,949 
 Compensation for foregoing right to acquire 
  mineral property                                   1,500,000             - 
 Financial income                                    1,594,014     1,965,346 
 
 Personnel expenses                                (2,004,830)   (1,336,040) 
 Audit fees                                           (64,200)             - 
 Audit fees to subsidiary and previous auditors       (80,413)      (72,334) 
 Depreciation and amortisation                         (7,116)       (5,943) 
 Finance expenses                                    (152,135)     (408,256) 
 Foreign exchange gains / (losses)                   2,044,833   (2,005,263) 
 Reversal of impairment losses on investments                -       137,255 
 Reversal of impairment losses on investments 
  in equity accounted associates                             -     2,719,670 
 Impairment losses on receivables                            -     (421,378) 
 Reversal of impairment losses on receivables                -     2,798,790 
 Legal fees                                          (274,217)   (1,509,714) 
 Redomiciliation costs                               (242,795)             - 
 Morondava licence fees                              (108,203)             - 
 Travel expenses                                     (826,920)     (521,639) 
 Other expenses                                      (811,696)     (780,099) 
                                                  ------------  ------------ 
 Result from operating activities                    4,384,414     7,413,344 
 
 Share of net result of associates                           -             - 
                                                  ------------  ------------ 
 Profit before tax                                   4,384,414     7,413,344 
 
 Income tax expense                                          -             - 
 Profit for the year                                 4,384,414     7,413,344 
                                                  ------------  ------------ 
 Attributable to : 
 Equity holders of the Company                       4,478,210     7,413,344 
 Minority interest                                    (93,796)             - 
                                                  ------------  ------------ 
 Profit for the year                                 4,384,414     7,413,344 
                                                  ------------  ------------ 
 
 Basic earnings per share (cents)                         16.4          38.3 
 Diluted earnings per share (cents)                       16.4          28.4 
 

NATASA MINING LTD

STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2010

 
                                                          Consolidated 
                                                                      Restated 
                                                           2010           2009 
                                                              $              $ 
--------------------------------------------  ----  -----------  ------------- 
 
 
 Profit for the year                                  4,384,414      7,413,344 
 
 Other comprehensive income: 
 
 Change in fair value of equity securities            6,302,603              - 
 
 Change in fair value arising on acquisition 
  of subsidiary                                               -        346,596 
 
 Foreign exchange movement                             (47,587)        597,969 
 Other comprehensive income for the year              6,255,016        944,565 
 
 Total comprehensive income for the year             10,639,430      8,357,909 
                                                    -----------  ------------- 
 
 Attributable to : 
 Equity holders of the Company                       10,743,344      8,011,313 
 Minority interest                                    (103,914)        346,596 
 Total comprehensive income for the year             10,639,430      8,357,909 
                                                    -----------  ------------- 
 
 

NATASA MINING LTD

STATEMENTS OF FINANCIAL POSITION

AS AT 31 DECEMBER 2010

 
                                                                                                 Consolidated 
                                                                                                           Restated 
                                                                                                  2010         2009 
                                                                                                     $            $ 
-----------------------------------------------------------------------------------------  -----------  ----------- 
 ASSETS 
 Current Assets 
 Cash and cash equivalents                                                                  29,315,691   43,703,987 
 Trade and other receivables                                                                   738,955    7,657,563 
 Total Current Assets                                                                       30,054,646   51,361,550 
                                                                                           -----------  ----------- 
 
 Non-Current Assets 
                                                                             Trade and 
                                                                             other 
                                                                             receivables       307,358            - 
 Exploration and evaluation expenditure - intangible 
                                                                                             2,978,035    3,066,266 
 Other financial assets                                                                     23,625,554      488,149 
 Plant and equipment                                                                            15,036        5,396 
 Total Non-Current Assets                                                                   26,925,983    3,559,811 
                                                                                           -----------  ----------- 
 Total Assets                                                                               56,980,629   54,921,361 
                                                                                           -----------  ----------- 
 
 LIABILITIES 
 Current Liabilities 
 Trade and other payables                                                                      209,988      375,434 
 Loans and borrowings                                                                                -    8,036,100 
 Total Current Liabilities                                                                     209,988    8,411,534 
                                                                                           -----------  ----------- 
 
 Total Liabilities                                                                             209,988    8,411,534 
                                                                                           -----------  ----------- 
 NET ASSETS                                                                                 56,770,641   46,509,827 
                                                                                           -----------  ----------- 
 
 EQUITY 
 Share capital                                                                              41,723,622   39,533,645 
 Reserves                                                                                    6,322,134    4,919,069 
 Retained earnings                                                                           8,482,203    1,710,517 
                                                                                           -----------  ----------- 
 Total equity attributable to equity holders 
  of the Company                                                                            56,527,959   46,163,231 
 Minority interest                                                                             242,682      346,596 
                                                                                           -----------  ----------- 
 TOTAL EQUITY                                                                               56,770,641   46,509,827 
                                                                                           -----------  ----------- 
 

NATASA MINING LTD

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2010

 
 Consolidated                                                                 Attributable to equity holders of the Company 
                                                                 Share       Foreign 
                                                  Fair           based      Currency 
                                     Share       value        payments   Translation    Retained                  Minority            Total 
 2010                              capital     reserve         reserve       reserve    earnings         Total    Interest           equity 
                                         $           $               $             $           $             $           $                $ 
----------------------  ----  ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 Balance at 1 January 
  2010                          39,533,645           -       4,321,100       597,969   1,710,517    46,163,231     346,596       46,509,827 
 
 Total comprehensive 
 income for the 
 period 
 Profit                                  -           -               -             -   4,478,210     4,478,210    (93,796)        4,384,414 
 Total other comprehensive 
  income                                 -   6,302,603               -      (37,469)           -     6,265,134    (10,118)        6,255,016 
                              ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 Total comprehensive 
  income for the period                  -   6,302,603               -      (37,469)   4,478,210    10,743,344   (103,914)       10,639,430 
                              ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 Transactions with 
 owners, recorded 
 directly in equity 
 Contributions by 
 owners 
 Shares issued on Note 
  conversion                     8,219,343           -               -             -           -     8,219,343           -        8,219,343 
 Capital return - in 
  cash                         (8,654,959)           -               -             -           -   (8,654,959)           -      (8,654,959) 
 Capitalisation of reserves 
  arising on redomiciliation     2,625,593           -     (4,321,100)     (597,969)   2,293,476             -           -                - 
 Share-based payment 
  transactions                           -           -          57,000             -           -        57,000           -           57,000 
                              ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 Total contributions 
  by owners                      2,189,977           -     (4,264,100)     (597,969)   2,293,476     (378,616)           -        (378,616) 
                              ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 Total transactions with 
  owners                         2,189,977           -     (4,264,100)     (597,969)   2,293,476     (378,616)           -        (378,616) 
                              ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 Balance at 31 December 
  2010                          41,723,622   6,302,603          57,000      (37,469)   8,482,203    56,527,959     242,682       56,770,641 
                              ------------  ----------  --------------  ------------  ----------  ------------  ----------  --------------- 
 
 

NATASA MINING LTD

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2010

 
 Consolidated                                                             Attributable to equity holders of the Company 
                                                            Share       Foreign 
                                               Fair         based      Currency 
                                    Share     value      payments   Translation      Retained                Minority            Total 
 2009                             capital   reserve       reserve       reserve      earnings        Total   Interest           equity 
                                        $         $             $             $             $            $          $                $ 
----------------------  ----  -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 Balance at 1 January 
  2009                         39,533,645         -     4,055,855             -   (5,702,827)   37,886,673          -       37,886,673 
 
 Total comprehensive 
 income for the 
 period 
 Profit                                 -         -             -             -     7,413,344    7,413,344          -        7,413,344 
 Total other comprehensive 
  income                                -         -             -       597,969             -      597,969    346,596          944,565 
                              -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 Total comprehensive 
  income for the period                 -         -             -       597,969     7,413,344    8,011,313    346,596        8,357,909 
                              -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 Transactions with 
 owners, recorded 
 directly in equity 
 Contributions by 
 owners 
 Share-based payment 
  transactions                          -         -       265,245             -             -      265,245          -          265,245 
                              -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 Total contributions 
  by owners                             -         -       265,245             -             -      265,245          -          265,245 
                              -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 Total transactions with 
  owners                                -         -       265,245             -             -      265,245          -          265,245 
                              -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 Balance at 31 December 
  2009                         39,533,645         -     4,321,100       597,969     1,710,517   46,163,231    346,596       46,509,827 
                              -----------  --------  ------------  ------------  ------------  -----------  ---------  --------------- 
 
 

NATASA MINING LTD

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2010

 
                                                              Consolidated 
                                                                            Restated 
                                                               2010             2009 
                                                                  $                $ 
---------------------------------------------  -----  -------------  --------------- 
 Cash flows from operating activities 
 Cash payments in the course of operations              (4,516,613)      (3,986,604) 
                                                      -------------  --------------- 
 Cash used in operations                                (4,516,613)      (3,986,604) 
 Interest received                                        1,684,025        2,103,682 
 Interest paid                                            (152,135)        (408,256) 
                                                      -------------  --------------- 
 Net cash used in operating activities                  (2,984,723)      (2,291,178) 
                                                      -------------  --------------- 
 
 Cash flows from investing activities 
 Purchase of: 
 - equity investments                                  (22,783,502)        (432,987) 
 - debt instruments                                       (317,384)     (16,604,604) 
 Proceeds from sale of: 
 - equity investments                                     9,071,160        2,936,045 
 - debt instruments                                               -       23,457,553 
 Compensation for foregoing right to acquire 
  mineral property                                        1,500,000                - 
 Payments for purchases of plant and equipment:            (15,170)          (6,620) 
 Loans and advances: 
 - to associates                                                  -        (421,378) 
 - to other entities                                              -      (3,955,634) 
 - funds placed in lawyer's escrow account 
  for purchase of investments                                     -      (1,241,796) 
 - recovered from lawyer's escrow account for 
  purchase of investments                                 1,400,000                - 
 - repaid by other entities                               2,500,000        1,738,139 
 Net cash (used in) / from investing activities         (8,644,896)        5,468,718 
                                                      -------------  --------------- 
 
 Cash flows from financing activities 
 Capital return                                         (8,654,959)                - 
 Proceeds from draw-down of Convertible Note              3,665,339                - 
 Net cash from financing activities                     (4,989,620)                - 
                                                      -------------  --------------- 
 
 Net (decrease) / increase in cash and cash 
  equivalents                                          (16,619,239)        3,177,540 
 Cash and cash equivalents at 1 January                  43,703,987       32,764,334 
 Effect of exchange rate fluctuations on cash 
  held                                                    2,230,943        7,762,113 
                                                      -------------  --------------- 
 Cash and cash equivalents at 31 December                29,315,691       43,703,987 
                                                      -------------  --------------- 
 
 

1. SIGNIFICANT ACCOUNTING POLICIES

Natasa Mining Ltd (the "Company") is a company incorporated in the Cayman Islands. The consolidated financial report of the Company as at and for the year ended 31 December 2010 comprises the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in associates.

The Company was incorporated on 14 April 2010 and acquired all the assets and liabilities of Natasa Mining Ltd (incorporated in Australia ("Natasa"). The acquisition of the assets and liabilities was met by the issue of 29,241,951 ordinary shares in the Company to the shareholders of Natasa on a 1:1 basis such that the shareholders of Natasa became the shareholders of the Company. The results for the year ended to 31 December 2010 are those of the Group as if no capital reconstruction has taken place. The comparative information as shown is that of Natasa.

 
                                                           Consolidated 
                                                                     Restated 
                                                            2010         2009 
                                                               $            $ 
 2. EARNINGS PER SHARE 
 Basic earnings per share                                  16.4c        38.3c 
 Diluted earnings per share                                16.4c        28.4c 
 
 Profit attributable to ordinary shareholders 
  as used in the calculation of basic earnings 
  per share                                            4,478,210    7,413,344 
 
 Profit attributable to ordinary shareholders 
  (excluding interest on convertible loan note) 
  as used in the calculation of diluted earnings 
  per share                                            4,478,210    7,821,600 
 
 Weighted average number of ordinary shares 
  used in the calculation of basic earnings per 
  share                                               27,241,230   19,373,530 
 
 Weighted average number of ordinary shares 
  used in the calculation of diluted earnings 
  per share                                           27,241,230   27,525,704 
 
 
 
 3. INVESTMENTS IN EQUITY ACCOUNTED 
 INVESTEES 
 The Group has the following investments in equity accounted investees 
                                                             Reporting        Ownership 
  Principal Activities             Country    Date                          2010        2009 
 UMC Energy      Mining exploration and           UK         31 Dec            *           * 
  plc             evaluation on the Morondava 
                  uranium project in 
                  Madagascar 
 
 * During the 2009 financial year, UMC Energy plc became a subsidiary of 
  the Company 
 
 
 
                                                          Consolidated 
                                                                   Restated 
                                                            2010       2009 
                                                               $          $ 
 4. OTHER FINANCIAL ASSETS 
 Non-current 
 Equity securities available-for-sale: 
 - listed                                             23,625,554    488,149 
 Total other financial assets                         23,625,554    488,149 
                                                     -----------  --------- 
 
 
 
 5. LOANS AND BORROWINGS 
 Current 
 Convertible Note from related entity                        -       8,036,100 
                                                          ----  -------------- 
                                                             -       8,036,100 
 -------------------------------------------------------------  -------------- 
 
 In January 2008, the Company issued a Convertible Note to raise A$9 
  million to Capma Pty Ltd, a company in which a Director, Mr. Kyriakou, 
  has an interest. During the year, the Group recognised interest charges 
  of $152,135 (2009: $408,256) on the Note. As at 31 December 2009, 
  the Group had drawn down A$4,900,000 of the Note, leaving a facility 
  available of A$4,100,000, which amount was drawn in January 2010. 
  The Note was converted, under its terms, into 9,868,421 fully paid 
  ordinary shares in the Company on 16 March 2010. 
 
 
 6. CONTROLLED ENTITIES                                               Interest       Interest 
 Parent entity - Natasa Mining 
  Ltd                                                 Place of         2010            2009 
 Subsidiaries                                  incorporation            %               % 
 Crown Step Ltd                                            BVI          100             100 
 Kaz Gold Ltd                                              BVI          100             100 
 Kaz Gold (UK) Ltd                                          UK          100             100 
 Kaz Gold Mining (UK) Ltd                                 UK          100               - 
 Natasa Chile SA                                         Chile          100             100 
 Natasa Management SARL                               Monaco          100               - 
 Natasa Mining Chile SA                                  Chile          100             100 
 Natasa Mining Kazakhstan 
  LLP                                             Kazakhstan          100               - 
 Natasa Mining Pty Ltd                             Australia          100               - 
 Pacific King Investments 
  Ltd                                                      BVI          100             100 
 UMC Energy plc                   (i)                      UK         83.5            83.5 
 Uramad SA                        (i)              Madagascar         66.8            66.8 
 (i) On 16 October 2009, the Company capitalised A$2.4 million of the 
  loan advanced to UMC Energy plc into new ordinary shares in that company, 
  increasing its equity interest from 20.6% to 89.9%. On the same day 
  the Company disposed of a portion of its holding, thus reducing its 
  holding in UMC Energy to 83.5%. The fair value of the net assets of 
  UMC Energy plc both on 16 October 2009 and on 31 December 2009 have 
  been determined by the directors to be $3,066,266. 
 
 

7. CORPORATE RESTRUCTURE

Natasa Mining Ltd (the "Company") was incorporated in the Cayman Islands on 14 April 2010.

On 27 May 2010, the Company acquired all the assets and liabilities of Natasa Mining Ltd (incorporated in Australia) ("Natasa"). The acquisition of the assets and liabilities was met by the issue of 29,241,951 ordinary shares in the Company to the shareholders of Natasa on a 1:1 basis such that the shareholders of Natasa became the shareholders of the Company with each shareholder holding the same number of shares in the Company, in both absolute and percentage terms, as they did in Natasa.

There was a return of surplus capital to the shareholders of Natasa of A$10,234,683 (A$0.35 per share) following which the cancellation of the Natasa shares took place.

As part of the reconstruction, the Company subscribed for one share in Natasa which subsequently became a wholly-owned subsidiary of the Company, at which time Natasa's name was changed to Natasa Mining Pty Ltd.

The Directors considered that the fair value of the net assets of Natasa equalled that of their net book value of A$45,983,144 (US$41,723,622) and this value was attached to the 29,241,951 ordinary shares issued by the Company to acquire the assets and liabilities of Natasa.

The assets and liabilities acquired were as follows:

 
                                         $ 
 Cash and cash equivalents      40,616,337 
 Trade and other receivables     1,202,190 
 Financial assets                  351,046 
 Plant and equipment                 8,739 
 Trade and other payables        (454,690) 
                                41,723,622 
                               ----------- 
 

8. SUBSEQUENT EVENTS

Between 1 January 2011 and the date of this report the following material transactions have occurred. The Group has:

-- Purchased $2.7 million of equity and debt instruments.

-- Generated proceeds of $3.4 million, and recognised a profit of $2.3 million, from the sale of equity and debt instruments.

In April 2011, the Company's subsidiary, UMC Energy plc, entered a twelve month option to acquire the entire issued share capital of a Papua New Guinea (PNG) incorporated company which, if exercised, would result in the dilution of the Company's equity interest in UMC Energy from 83.5% to 42.1%. The PNG company presently has a number of Petroleum Prospecting Licences in PNG and is in the process of applying for additional licences in that country.

The financial effects of the above transactions have not been brought to account in the financial statements for the year ended 31 December 2010.

9. Publication of non statutory accounts

The financial information set out in this preliminary announcement does not constitute statutory accounts.

The balance sheet at 31 December 2010 and the profit and loss account, cash flow statement and associated notes for the year then ended have been extracted from the Group's 2010 statutory financial statements upon which the auditors' opinion is unqualified.

10. Annual Report

The Annual Report for the year ended 31 December 2010 will be available from the Company's website www.natasamining.com today.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR ILMFTMBMBBPB

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