TIDMURU
RNS Number : 5054K
URU Metals Limited
31 December 2015
URU Metals Limited / Index: AIM / Epic: URU / Sector: Natural
Resources
31 December 2015
URU Metals Limited ("URU Metals" or "the Company")
Interim Results
URU Metals, the multi-commodity exploration and development
company, is pleased to announce its interim results for the six
months ended 30 September 2015.
Chairman's Statement
I am pleased to present to our shareholders and stakeholders the
condensed consolidated interim financial statements of the Company
for the six months ended September 30, 2015 ("the Period").
The period since prior year ended March 31, 2015 has continued
to be very difficult for the mineral industry. Despite the
challenging environment in the mining industry, the Company
successfully completed a financing as discussed below.
Highlights
The highlight of our progress during the six months ended
September 30, 2015 and to the date of this report can be summarized
as follows:
-- Due to the continued decline of the prices of oil and
uranium, the Company wrote off US$890,000 intangible assets related
to the licences in its subsidiary in Sweden, Svenska
Skifferoljeaktiebolaget as management believe they are no longer
recoverable.
-- On October 30, 2015, the Company raised GBP400,000 from
institutional and other investors through a placing of 100 million
new shares at GBP0.004 per share ("the Placing").
-- The funds in October 2015 will be used to further the
Zebediela Project exploration program. Drilling and additional
metallurgical work are expected to start towards the end of January
2016.
Outlook
At the reporting date, the Company had cash resources of
US$382,000 and no bank borrowings. Post period end, in October
2015, the Company raised GBP400,000 through a placing of new shares
(as referred to above).
Despite the challenging environment, URU continues to believe
that the long-term fundamentals of the base minerals industries
remain positive and will be working hard in the coming year to
unlock the value of our projects for our shareholders. The Company
maintains its core strategy to develop uranium and nickel assets,
as there is a growing supply gap in the uranium market that cannot
be filled by current and future planned production, and the Board
anticipates growing demand and price appreciation for uranium and
nickel in the short to medium term.
David Subotic
Chairman
December 30, 2015.
For further information please visit www.urumetals.com or
contact:
URU Metals Limited
John Zorbas
(Chief Executive Officer) +1 416 504 3978
Northland Capital Partners
Limited
(Nominated Adviser and Joint
Broker)
Edward Hutton / Matthew Johnson + 44 (0) 20 7382 1100
Beaufort Securities Limited
(Joint Broker)
Andrew Gutmann + 44 (0) 20 7382 8300
SVS Securities Plc
(Joint Broker)
Tom Curran +44 (0) 20 3700 0093
St Brides Media & Finance Ltd
(Financial Public Relations)
Lottie Brocklehurst / Susie
Geliher +44 (0) 20 7236 1177
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 2015
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
Notice To Reader
The accompanying unaudited condensed consolidated interim
financial statements of URU Metals Limited (the "Company") have
been prepared by and are the responsibility of management. The
unaudited condensed consolidated interim financial statements have
not been reviewed by the Company's auditors.
Condensed Consolidated Interim Statements of Financial Position
As at As at
September 30, March 31,
2015 2015
------------------------------------------------------ ------------- ---------
ASSETS
Non-current assets
Intangible assets (note 7) $ 2,812 $ 4,039
------------------------------------------------------ ------------- ---------
Total non-current assets 2,812 4,039
Current assets
Receivables (note 8) 30 2
Cash and cash equivalents 382 574
------------------------------------------------------ ------------- ---------
Total current assets 412 576
------------------------------------------------------ ------------- ---------
Total assets $ 3,224 $ 4,615
------------------------------------------------------ ------------- ---------
EQUITY AND LIABILITIES
Equity
Share capital and premium (note 9) $ 49,950 $ 49,950
Reserves (note 10) 1,006 1,342
Accumulated deficit (48,344) (47,198)
------------------------------------------------------ ------------- ---------
Total equity 2,612 4,094
------------------------------------------------------ ------------- ---------
Current liabilities
Trade and other payables (note 11) 455 379
------------------------------------------------------ ------------- ---------
Total liabilities 455 379
Non-current liabilities
Contingent consideration on SSOAB purchase (note 12) 157 142
------------------------------------------------------ ------------- ---------
Total liabilities 612 521
------------------------------------------------------ ------------- ---------
Total equity and liabilities $ 3,224 $ 4,615
------------------------------------------------------ ------------- ---------
The accompanying notes to the unaudited condensed consolidated
interim financial statements are an integral part of these
statements.
Nature of operations and going concern (note 2)
Commitment (note 15)
Subsequent event (note 16)
Approved on behalf of the Board:
"David Subotic", Chairman
--------------------------
"Jay Vieira", Director
--------------------------
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
Six months Six months
ended ended
September 30, September 30,
2015 2014
------------------------------------------------------- ------------- -------------
Administrative expenses $ (256) $ (465)
------------------------------------------------------- ------------- -------------
Operating loss before the following items (256) (465)
Financing costs - (12)
Impairment of intangible assets (note 7) (890) -
------------------------------------------------------- ------------- -------------
Net loss for the period (1,146) (477)
------------------------------------------------------- ------------- -------------
Other comprehensive loss
Items that will be reclassified subsequently to income
Effect of translation of foreign operations (336) (395)
------------------------------------------------------- ------------- -------------
Other comprehensive loss for the period (336) (395)
------------------------------------------------------- ------------- -------------
Total comprehensive loss for the period $ (1,482) $ (872)
------------------------------------------------------- ------------- -------------
Basic and diluted net loss per share (USD cents) $ (0.00) $ (0.00)
------------------------------------------------------- ------------- -------------
Weighted average number of common shares outstanding 228,960,379 215,573,125
------------------------------------------------------- ------------- -------------
The accompanying notes to the unaudited condensed consolidated
interim financial statements are an integral part of these
statements.
Condensed Consolidated Interim Statements of Cash Flows
Six months Six months
ended ended
September 30, September 30,
2015 2014
----------------------------------------------------------- ------------- -------------
Operating activities
Net loss for the period $ (1,146) $ (477)
Items not involving cash:
Share-based payments - 98
Depreciation - 4
Interest accretion on long-term liability 18 -
Shares issued for professional fees - 248
(MORE TO FOLLOW) Dow Jones Newswires
December 31, 2015 02:00 ET (07:00 GMT)
Impairment of intangible assets 890 -
Changes in non-cash working capital items:
(Increase) decrease in receivables (28) 21
Increase (decrease) in trade and other payables 76 (147)
----------------------------------------------------------- ------------- -------------
Net cash used in operating activities (190) (253)
----------------------------------------------------------- ------------- -------------
Investing activities
Capitalisation of exploration costs - (45)
----------------------------------------------------------- ------------- -------------
Net cash used in investing activities - (45)
----------------------------------------------------------- ------------- -------------
Financing activities
Proceeds from private placement, net of transaction costs - 639
----------------------------------------------------------- ------------- -------------
Net cash provided by financing activities - 639
----------------------------------------------------------- ------------- -------------
Gain on exchange rate changes on cash and cash equivalents (2) (230)
----------------------------------------------------------- ------------- -------------
Net change in cash and cash equivalents (192) 111
Cash and cash equivalents, beginning of period 574 240
----------------------------------------------------------- ------------- -------------
Cash and cash equivalents, end of period $ 382 $ 351
----------------------------------------------------------- ------------- -------------
The accompanying notes to the unaudited condensed consolidated
interim financial statements are an integral part of these
statements.
Condensed Consolidated Interim Statements of Changes in Shareholders' Equity
Equity attributable to shareholders
Foreign Currency
Share Share Share Option Translation Accumulated
Capital Premium Reserve Reserve Deficit Total
------------------ ------- ------- ------------ ----------- ----------- ------
Balance, March 31,
2014 $ 1,328 $ 46,196 $ 2,209 $ (333) $ (46,069) $ 3,331
Shares issued for
acquisition of
UML 412 810 - - - 1,222
Shares issued in
private placement 543 831 - - - 1,374
Shares issued for
professional
service 7 7 - - - 14
Transaction costs
incurred for
private placement - (184) - - - (184)
Share-based
payment - - 98 - - 98
Net loss and
comprehensive
loss for the
period - - - (395) (477) (872)
------------------ ------- ------- ------------ ----------- ----------- ------
Balance, September
30, 2014 $ 2,290 $ 47,660 $ 2,307 $ (728) $ (46,546) $ 4,983
------------------ ------- ------- ------------ ----------- ----------- ------
Balance, March 31,
2015 $ 2,290 $ 47,660 $ 2,307 $ (965) $ (47,198) $ 4,094
Net loss and
comprehensive
loss for the
period - - - (336) (1,146) (1,482)
------------------ ------- ------- ------------ ----------- ----------- ------
Balance, September
30, 2015 $ 2,290 $ 47,660 $ 2,307 $ (1,301) $ (48,344) $ 2,612
------------------ ------- ------- ------------ ----------- ----------- ------
The accompanying notes to the unaudited condensed consolidated
interim financial statements are an integral part of these
statements.
Notes to Condensed Consolidated Interim Financial Statements
September 30, 2015
1. General information
URU Metals Limited (the "Company", or "URU Metals"), formerly
known as Niger Uranium Limited, and before that, as UraMin Niger
Limited, was incorporated in the British Virgin Islands ("BVI") on
May 21, 2007. The Company's shares were admitted to trading on AIM,
a market operated by the London Stock Exchange on September 12,
2007. The address of the Company's registered office is Intertrust,
P.O. Box 92, Road Town, Tortola, British Virgin Islands, and its
principal office is 702-85 Richmond Street West, Toronto, Ontario,
Canada, M5H 2C9.
The unaudited condensed consolidated interim financial
statements of the Company as at and for the six months ended
September 30, 2015 comprise the Company and its subsidiaries. These
unaudited condensed consolidated interim financial statements
(including the notes thereto) of the Company were approved by the
Board of Directors on December 31, 2015.
2. Nature of operations and going concern
The business of mining and exploring for minerals involves a
high degree of risk and there can be no assurance that planned
exploration and development programs will result in profitable
mining operations. The Company has not yet established whether its
mineral properties contain reserves that are economically
recoverable. Changes in future conditions could require material
write-downs of the carrying values of mineral properties.
These unaudited condensed consolidated interim financial
statements have been prepared in accordance with International
Financial Reporting Standards ("IFRS") applicable to a going
concern which contemplates that the Company will be able to realize
its assets and settle its liabilities in the normal course as they
come due for the foreseeable future. As of September 30, 2015 the
Company has no source of revenues or operating cash flows, incurred
losses from continuing operations of $1,146,000 for the six months
ended September 30, 2015, has accumulated losses of $48,344,000
(March 31, 2015 - $47,198,000) and expects to incur further losses
in the development of its business. Management is aware, in making
its assessment to continue as a going concern, of material
uncertainties related to events or conditions that may cast
significant doubt about the Company's ability to continue as a
going concern. The Company's ability to continue as a going concern
is dependent upon the Company obtaining additional equity or debt
financing and/or new strategic partners. There is no assurance that
management will be successful in obtaining such financings and this
may result in the Company not meeting its operational and capital
requirements.
These unaudited condensed consolidated interim financial
statements do not include any adjustments or disclosures that may
result should the Company not be able to continue as a going
concern. If the going concern assumption were not appropriate for
these unaudited condensed consolidated interim financial
statements, then adjustments would be necessary to the carrying
value of assets and liabilities, the expenses, the reported
comprehensive loss and financial position classifications used that
would be necessary if the company were unable to realize its assets
and settle its liabilities as a going concern in the normal course
of operations. These adjustments could be material.
As part of the Company's normal procedures, the Board and
management continually evaluate the going concern premise and as an
exploration company, use budgets and cash flow forecasts to
evaluate requirements in ensuing periods.
The Company is in the exploration stage and is subject to the
risks and challenges similar to other companies in a comparable
stage of development. These risks include, but are not limited
to:
-- Dependence on key individuals;
-- receipt and maintenance of all required exploration permits and property titles;
-- successful development; and
-- as noted above, the ability to secure adequate financing to
meet the minimum capital required to
successfully develop the Company's projects and continue as a
going concern.
3. Basis of preparation
(a) Statement of compliance
The Company applies IFRS as issued by the International
Accounting Standards Board ("IASB"). These unaudited condensed
consolidated interim financial statements have been prepared in
accordance with International Accounting Standard 34, Interim
Financial Reporting. Accordingly, they do not include all of the
information required for full annual financial statements required
by IFRS as issued by the IASB.
The policies applied in these unaudited condensed consolidated
interim financial statements are based on IFRSs issued and
outstanding as of December 31, 2015, the date the Board of
Directors approved the statements. The same accounting policies and
methods of computation are followed in these unaudited condensed
consolidated interim financial statements as compared with the most
recent annual consolidated financial statements as at and for the
year ended March 31, 2015. Any subsequent changes to IFRS that are
given effect in the Company's annual consolidated financial
statements for the year ending March 31, 2016 could result in
restatement of these unaudited condensed consolidated interim
financial statements.
(b) New accounting standard issued but not yet effective
IFRS 9 - Financial Instruments: Classification and Measurement
("IFRS 9")
(MORE TO FOLLOW) Dow Jones Newswires
December 31, 2015 02:00 ET (07:00 GMT)
IFRS 9 was issued in November 2009, and will replace IAS 39 -
Financial Instruments: Recognition and Measurement. IFRS 9 is
effective for periods beginning on or after January 1, 2018. The
Company is evaluating the impact of the amendments on its unaudited
condensed consolidated interim financial statements as issued,
although currently they are not expected to have a material
impact.
4. Financial instruments
Fair value determination
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value
hierarchy establishes three levels to classify the inputs to
valuation techniques used to measure fair value. Level 1 inputs are
quoted prices (unadjusted) in active markets for identical assets
or liabilities. Level 2 inputs are quoted prices in markets that
are not active, quoted prices for similar assets or liabilities in
active markets, inputs other than quoted prices that are observable
for the asset or liability, or inputs that are derived principally
from or corroborated by observable market data or other means.
Level 3 inputs are unobservable (supported by little or no market
activity). The fair value hierarchy gives the highest priority to
Level 1 inputs and the lowest priority to Level 3 inputs. The
Company has no financial instruments carried at fair value as at
September 30, 2015, other than the contingent payment on acquiring
SSOAB (as defined in note 12). This is a level 3 financial
liability as determined based on management's expected time to
settle the obligation.
Financial risk management
The Company's Board of Directors monitors and manages the
financial risks relating to the operations of the Company. These
include liquidity risk, credit risks and market risks which include
foreign currency and interest rate risks.
Credit risk
Credit risk is the risk of loss associated with a counterparty's
inability to fulfil its payment obligations. The Company's credit
risk is primarily attributable to the Company's cash and cash
equivalents and other receivables. The Company has no allowance for
impairment that might represent an estimate of incurred losses on
other receivables. The Company has cash and cash equivalents of
$382,000 (March 31, 2015 - $574,000), which represent the maximum
credit exposure on these assets. As at September 30, 2015, the
majority of the cash and cash equivalents were held with a major
Canadian chartered bank from which management believes the risk of
loss to be minimal.
Liquidity risk
Liquidity risk is the risk that the Company will encounter
difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another
financial asset. The Company's approach to managing liquidity is to
ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or
risking damage to the Company's reputation.
Typically the Company tries to ensure that it has sufficient
cash on demand to meet expected operational expenses for a period
of twelve months, including the servicing of financial obligations;
this excludes the potential impact of extreme circumstances that
cannot reasonably be predicted. Management monitors the rolling
forecasts of the Company's liquidity reserve on the basis of
expected cash flows.
The following are the contractual maturities of financial
liabilities:
Carrying Contractual 6 months 2-5
(In thousands of United States Dollars) amount cash flows or less years
------------------------------------------- -------- ----------- -------- -----
September 30, 2015
Trade and other payables $ 455 $ 455 $ 455 $ -
Contingent consideration on SSOAB purchase 157 221 - 221
------------------------------------------- -------- ----------- -------- -----
March 31, 2015
Trade and other payables $ 379 $ 379 $ 379 $ -
Contingent consideration on SSOAB purchase 142 221 - 221
------------------------------------------- -------- ----------- -------- -----
Market risks
Market risk is the risk that changes in market prices, such as
foreign exchange rates, interest rates and equity prices will
affect the Company's loss or the value of its holdings of financial
instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters,
while optimising the return. The Company does not apply hedge
accounting in order to manage volatility in statements of loss.
Foreign currency rate risk
The Company, operating internationally, is exposed to currency
risk on purchases that are denominated in a currency other than the
functional currency of the Company's entities, primarily Pound
Sterling ("GBP"), the Canadian Dollar ("CAD"), the Central African
Franc ("CFA"), the South African Rand ("ZAR"), Swedish Krona
("SEK") and the US Dollar ("USD").
The Company does not hedge its exposure to currency risk.
In respect of other monetary assets and liabilities denominated
in foreign currencies, the Company's policy is to ensure that its
net exposure is kept to an acceptable level by buying or selling
foreign currencies at spot rates when necessary to address short
term imbalances.
The Company's exposure to foreign currency risk, based on
notional amounts, was as follows:
(In thousands of United States Dollars) USD GBP SEK CAD Total
------------------------------------------- ---- ---- --- ---- -----
September 30, 2015
Cash and cash equivalents $ 15 $ 363 $ 4 $ - $ 382
Receivables - - - 30 30
Trade and other payable - (155) (17) (283) (455)
Contingent consideration on SSOAB purchase (157) - - - (157)
------------------------------------------- ---- ---- --- ---- -----
March 31, 2015
Cash and cash equivalents $ 17 $ 537 $ 5 $ 15 $ 574
Receivables - - 2 - 2
Trade and other payable - (136) (13) (230) (379)
Contingent consideration on SSOAB purchase (142) - - - (142)
------------------------------------------- ---- ---- --- ---- -----
Interest rate risk
The financial assets and liabilities of the Company are subject
to interest rate risk, based on changes in the prevailing interest
rate. The Company does not enter into interest rate swap or
derivative contracts. The primary goal of the Company's investment
strategy is to make timely investments in listed or unlisted mining
and mineral development properties to optimise shareholder value.
Where appropriate, the Company will act as an active investor and
will strive to advance corporate actions that deliver value adding
outcomes. The Company will undertake joint ventures with companies
that have the potential to realize value through mineral project
development, and invest substantially in those joint ventures to
advance asset development over the near term.
Sensitivity analysis
A 10% strengthening of the USD against the following currencies
at September 30, 2015 would have increased/(decreased) equity and
profit or loss by the amounts shown below. This was determined by
recalculating the USD balances held using a 10% greater exchange
rate to the USD. This analysis assumes that all other variables, in
particular interest rates, remain constant.
September 30, 2015 March 31, 2015
(In thousands of United States Dollars) Equity Profit or loss Equity Profit or loss
---------------------------------------- ------- -------------- ------ --------------
GBP $ - $ (21) $ - $ (40)
CAD $ - $ 25 $ - $ 28
SEK $ - $ 1 $ - $ 3
---------------------------------------- -------- -------------- ------ --------------
5. Capital risk management
The Company includes its share capital and premium, reserves and
accumulated deficit as capital. The Company's objective is to
maintain a flexible capital structure which optimizes the costs of
capital at an acceptable risk. In light of economic changes and
with the risk characteristics of the underlying assets, the Company
manages the capital structure and makes adjustments to it. As the
Company has no cash flow from operations and in order to maintain
or adjust the capital structure, the Company may attempt to issue
new shares, issue debt and/or find a strategic partner. Neither the
Company nor any of its subsidiaries are subject to externally
imposed capital requirements.
The Company prepares annual expenditure budgets to facilitate
the management of its capital requirements and updates them as
necessary depending on various factors such as capital deployment
and general industry conditions. The Company's investment policy is
in highly liquid, short-term interest-bearing investments with
short maturities. During the period ended September 30, 2015, there
were no changes in the Company's approach to capital
management.
6. Purchase of Umnex Minerals Limpopo Pty ("UML")
(MORE TO FOLLOW) Dow Jones Newswires
December 31, 2015 02:00 ET (07:00 GMT)
In November 2013, the Company acquired 100% interest in Southern
Africa Nickel Limited ("SAN Ltd."). SAN Ltd in turn had a 74%
interest in a joint operation (the "SAN-Umnex Joint Venture"). The
remaining 26% was held by Umnex Mineral Holdings Pty ("UMH"), which
had putative title to the Zebediela licences through its
subsidiary, UML. SAN Ltd and UMH had been in dispute since 2011,
and arbitration had begun in August 2013. As a result of this
arbitration, in fiscal 2013 the Company had provided in full for
the costs of the Zebediela project (USD 1,821,000). The reversal of
the impairment will be assessed once the title to the licences has
been completely transferred to the Company.
On April 10, 2014, SAN Ltd. and UMH agreed that SAN Ltd. would
purchase 100% of UML from UMH for consideration of 33,194,181 in
new URU Metals shares and 8,000,000 bonus shares issued to
directors and officers for their services in the acquisition of
UML.
The Zebediela Project extends over three separate mining titles
in Limpopo Province. As at the date of acquisition, title to all
three rights were held by parties unrelated to UML, and transfer of
the rights to UML's subsidiary Lesogo Platinum Uitloop Pty ("LPU")
had not been completed. The timing of the transfer is uncertain and
regulatory approval of the transfer remains outstanding.
As the Company owns all of UML's outstanding ordinary shares,
the Company has control over UML as defined in IFRS 10 -
Consolidation. However, as UML does not meet the definition of a
"business" as set out in IFRS 3, the Company has treated the
transaction as a purchase of assets. As it was not a business
combination, transaction costs have been capitalized, and as the
transaction affected neither accounting nor taxable profit,
deferred taxes do not arise.
The following table summarises the assessment of consideration
paid for UML and the amounts of assets acquired at the acquisition
date:
Consideration USD '000s
Value of shares issued $ 996
Value of bonus shares issued 226
Cash-based acquisition costs 126
----------------------------- ---------
$ 1,348
----------------------------- ---------
Identifiable net assets acquired
Intangible assets $ 1,348
------------------ ------
$ 1,348
------------------ ------
Of the consideration paid, $95,000 was incurred and capitalized
to intangible assets in the year ended March 31, 2014.
Additionally, conditional consideration of 12,000,000
free-trading shares is payable if either 1) a transaction is
consummated by URU Metals to sell, farm-out, or similarly dispose
of any portion of a mineral project on some or all of the mining
titles, or 2) a mining right is obtained from the South African
Department of Mines and Resources in respect of some or all of the
rights, or 3) an effective change of control of URU Metals occurs.
As at September 30, 2015, none of the above conditions have
occurred.
7. Intangible assets
(In thousands of United States Dollars)
Exploration costs
---------------------------- ------------- ------ ------
South African
COST Projects SSOAB Total
---------------------------- ------------- ------ ------
Balance, March 31, 2015 $ 4,795 $ 1,096 $ 5,891
Foreign exchange (230) (206) (436)
---------------------------- ------------- ------ ------
Impairment (890) (890)
---------------------------- ------------- ------ ------
Balance, September 30, 2015 $ 4,565 $ - $ 4,565
---------------------------- ------------- ------ ------
South African
ACCUMULATED AMORTIZATION AND IMPAIRMENT Projects SSOAB Total
---------------------------------------- ------------- ----- -------
Balance, March 31, 2015 $ (1,852) $ - $ (1,852)
Foreign exchange 99 - 99
---------------------------------------- ------------- ----- -------
Balance, September 30, 2015 $ (1,753) $ - $ (1,753)
---------------------------------------- ------------- ----- -------
South African
CARRYING VALUE Projects SSOAB Total
---------------------------- ------------- ------ ------
Balance, March 31, 2015 $ 2,943 $ 1,096 $ 4,039
Balance, September 30, 2015 $ 2,812 $ - $ 2.812
---------------------------- ------------- ------ ------
(i) The intangible assets acquired from UML were capitalized as
additions to South African Projects.
NUSA Licences
All of the Niger exploration licences were acquired from NWT
Uranium Corporation ("NWT") and UraMin Inc. as part of the asset
purchase agreement when URU Metals Limited was formed. All the
Niger licences are considered to be a single project, and thus to
be one Cash Generating Unit ("CGU").
In fiscal 2014, the licences were returned and the Company's
operations in Niger were closed.
SSOAB Licences
SSOAB (as defined in note 12) has 100% ownership of several
exploration licences near the town of Örebro, Sweden. The Swedish
licences are considered to be a single project, and thus to be one
CGU. During the six months ended September 30, 2015, due to the
continued decline of the prices of oil and uranium, the Company
wrote off the intangible assets related to SSOAB licences as
management believe they are not recoverable.
Nueltin Licence
Nueltin is party to an option agreement with Cameco Corporation
("Cameco"), the holder of licence located in the Nunavut Territory
of Canada. Under the agreement, the Company can earn 51% interest
in the project from Cameco in return for exclusively funding
CDN$2.5 million in exploration expenditures by December 31, 2016.
The Cameco project is considered to be one CGU. During the year
ended March 31, 2015, the Company wrote-off the Nueltin Licence for
an amount $153,000 as the Company has no plan to pursue the project
in Nunavut Territory.
South African Projects
On 5 October 2010, the Company announced that it had entered
into a joint venture (the "SAN-URU Joint Venture") with SAN Ltd,
the joint owner and current developer of a portfolio of large
nickel projects in Southern Africa. Under the agreement, the
Company committed to provide funding to the SAN-URU Joint Venture
of, in aggregate, up to 3.6 million over a period of 20 months from
5 October 2010. The SAN-URU Joint Venture's interests included a
50% interest in a joint arrangement to explore mineral rights near
the town of Burgersfort in South Africa (the "Burgersfort Project")
as well as the Zebediela Nickel Project as noted below.
On 6 April 2011, the Company announced the satisfactory and
successful conclusion of all due diligence activities between SAN
Ltd and Umnex Mineral Holdings Pty ("Umnex"), in relation to the
acquisition of the Zebediela Nickel Project close to the mining
town of Mokopane in the Limpopo province of South Africa. The
Zebediela project is a joint venture, structured exclusively
between SAN Ltd and Umnex (the "SAN-Umnex Joint Venture", i.e. not
to be confused with the SAN-URU Joint Venture). The acquisition of
an interest in the Zebediela rights via the SAN-Umnex Joint Venture
involved no additional cash consideration to be made by either the
Company or SAN Ltd. and did not increase the Company's original
committed contribution to the SAN-URU Joint Venture of 3.6
million.
In fiscal 2012, URU Metals satisfied all its obligations under
the SAN-URU Joint Venture Agreement and thus had a fully vested 50%
interest in the SAN-URU Joint Venture. However, as announced on 6
April 2011, the SAN-URU Joint Venture sought to continue the
development of the Zebediela Nickel Project. Umnex, the vendor of
the Zebediela Nickel Project, would receive a direct interest in
the SAN-URU Joint Venture from both Southern African Nickel and URU
Metals. Subsequent to that direct investment - and assuming that
the arbitration (see below) was to have ruled in SAN Ltd.'s favour
- the effective interest of each party in the SAN-URU Joint Venture
would have been URU Metals 45%, SAN Ltd. 40%, and Umnex 15%.
In fiscal 2013, a dispute arose between SAN Ltd. and Umnex. Both
parties alleged that the other party had failed in its obligations
under their SAN-Umnex Joint Venture agreement. Primarily, Umnex
alleged that SAN Ltd. has failed in its obligation to achieve a
public listing for the SAN-Umnex Joint Venture by July 6, 2012, and
thus Umnex had the ability to leave the Joint Venture with
ownership of the mineral rights in exchange for payment of
historical exploration costs, whereas SAN Ltd alleged that Umnex
had not facilitated the required transfer of the mineral licence
into the correct corporate vehicle first, which was necessary to
allow the public listing to proceed. URU's interest in the
Zebediela project was negotiated as an amendment to the SAN-URU
Joint Venture; URU Metals was never party to the dispute between
SAN Ltd and Umnex. As at March 31, 2013, URU Metals had fulfilled
all of its obligations under that separate agreement. URU Metals
was in active discussions between Umnex and SAN Ltd to facilitate a
resolution to the dispute. Unfortunately, discussion through to the
end of calendar 2012 failed to resolve the dispute between Umnex
and SAN Ltd, such that those two partners entered into a formal
arbitration process.
URU Metals acquired 100% of the shares of SAN Ltd in November
2013.
The arbitration was ultimately settled as a condition of URU
Metals' acquisition in April 2014 of the Umnex subsidiary which
held the Zebediela licences.
Accounting treatment of SAN-URU Joint Venture (the Burgersfort
properties).
(MORE TO FOLLOW) Dow Jones Newswires
December 31, 2015 02:00 ET (07:00 GMT)
With URU's acquisition of SAN Ltd at year-end, the SAN-URU Joint
Venture was dissolved, and SAN Ltd obtained ownership of the JV's
50% interest in the Burgersfort properties. SAN Ltd's interest in
the Burgersfort properties is a Joint Operation, as set out in IFRS
11 - Joint Arrangements, with BSC Resources as the other party to
the arrangement. Any disputes not resolved by management of SAN Ltd
and its joint venture partner must go to arbitration, i.e. joint
control over a contractual agreement.
Accounting treatment of SAN-Umnex Joint Venture (the Zebediela
properties).
The original agreement intended that SAN Ltd would have 74%
ownership of the final agreement. Accordingly, at March 31, 2014,
SAN Ltd's interest in Zebediela remained a Farm-in Agreement, and
the Company capitalised 100% of the costs it incurred in relation
to the SAN-Umnex Joint Venture to the extent that the costs were
directly related to exploration and evaluation activities.
On April 10, 2014, SAN Ltd. and UMH agreed that SAN Ltd. would
purchase 100% of UML from UMH for consideration, thereby dissolving
the SAN-Umnex Joint Venture.
8. Receivables
As at As at
September 30, March 31,
(In thousands of United States Dollars) 2015 2015
---------------------------------------- ------------- ---------
Other receivables $ 30 $ 2
---------------------------------------- ------------- ---------
9. Share capital and premium
(In thousands of United States Dollars except number of
shares)
Number of
shares Share capital Share premium Total
-------------------------------------------- ----------- ------------- ------------- -------
Balance, March 31, 2014 132,776,722 $ 1,328 $ 46,196 $ 47,524
Shares issued for acquisition of UML (note 6) 41,194,181 412 810 1,222
Shares issued in private placement (i) 54,333,334 543 831 1,374
Shares issued for professional service (ii) 656,142 7 7 14
Transaction costs incurred for private
placement - - (184) (184)
--------------------------------------------- ----------- ------------- ------------- -------
Balance, September 30, 2014, March 31, 2015
and September 30, 2015 228,960,379 $ 2,290 $ 47,660 $ 49,950
--------------------------------------------- ----------- ------------- ------------- -------
Issued shares
All issued shares are fully paid up.
(i) On May 2, 2014, the Company announced the placing of
54,333,334 new shares at a price of 1.5 pence per share for a total
of GBP 815,000. Of the total, 19,283,335 shares were issued to
Niketo Co. Ltd., a company wholly owned by NWT, the Company's
largest shareholder. 8,500,000 of these share were issued in
settlement of professional fees owed.
(ii) During the year ended March 31, 2015, the Company issued
656,142 shares to RB Milestone, a consultant, for settlement of
professional services provided with a total value of $14,000.
Unissued shares
In terms of the BVI Business Companies Act, the unissued shares
are under the control of the Directors.
Dividends
Dividends declared and paid by the Company were $nil for the
period ended September 30, 2015 (September 30, 2014 - $nil).
10. Share option reserve
(a) Share options
The Share Option Plan is administered by the Board of Directors,
which determines individual eligibility under the plan for
optioning to each individual. Below is disclosure of the movement
of the Company's share options as well as a reconciliation of the
number and weighted average exercise price of the Company's share
options outstanding on September 30, 2015.
The assessed fair value at grant date is determined using the
Black-Scholes Model that takes into account the exercise price, the
term of the option, the share price at grant date, the expected
price volatility of the underlying share, the expected dividend
yield and the risk-free interest rate for the term of the
option.
(i) Reconciliation of share options outstanding as at September
30, 2015:
Weighted Number of
average options originally Number
Exercise prices (GBP) remaining life (years) granted exercisable
--------------------- ---------------------- ------------------ -----------
0.034 0.41 2,000,000 2,000,000
0.049 5.06 2,633,334 2,633,334
0.020 1.65 8,500,000 8,500,000
--------------------- ---------------------- ------------------ -----------
0.032 2.14 13,133,334 13,133,334
--------------------- ---------------------- ------------------ -----------
(ii) Continuity and exercise price
The number and weighted average exercise prices of share options
are as follows:
Weighted
average
Number exercise price
of options per share (GBP)
----------------------------------------------- ---------- ---------------
Balance, March 31, 2014 7,483,334 0.04
Options granted 8,500,000 0.02
Balance, September 30, 2014 15,983,334 0.03
------------------------------------------------ ---------- ---------------
Balance, March 31, 2015 and September 30, 2015 13,133,334 0.03
------------------------------------------------ ---------- ---------------
On May 22, 2014, the Company granted a total of 8,500,000
options to directors and contractors at an exercise price of
GBP0.02 per share. The options granted vested immediately upon
grant. The fair value of share options granted was $98,067
(GBP58,319) which was expensed during the six months ended
September 30, 2014. The fair value of these share options was
calculated using the Black Scholes model with the following
assumptions:
Risk-free interest rate 1.04%
Expected life (years) 3.0
Expected volatility 49.62%
Dividend yield per share Nil
Exercise price GBP0.02
Share price GBP0.02
(b) Warrant
The following is a summary of the Company's warrant granted
under its Share Incentive Scheme. As at September 30, 2015, the
following warrant, issued in respect of capital raising, had been
granted but not exercised:
Fair value
Number of Exercise Expiry at
grant date
Name Date granted Date vested warrants price (GBP) date (GBP)
--------- ------------ ------------- --------- ----------- ------------ -----------
October 9, October 9, October 9,
Beaumont 2009 2009 100,000 0.345 2019 0.345
---------- -------------- ------------ --------- ----------- ------------ -----------
There were no movements in warrant during the period ended
September 30, 2015.
11. Trade and other payables
As at As at
September 30, March 31,
(In thousands of United States Dollars) 2015 2015
---------------------------------------- ------------- ---------
Other payables $ 229 $ 105
Accruals 226 274
$ 455 $ 379
---------------------------------------- ------------- ---------
12. Contingent consideration on SSOAB purchase
On May 23, 2013, the Company announced that it had acquired all
the outstanding ordinary shares of a Swedish company, Svenska
Skifferoljeaktiebolaget ("SSOAB") from a private company. The
acquisition was made to obtain SSOAB's only significant assets: its
title to six exploration licences in Sweden, located in Örebro
County.
URU Metals paid the vendors $300,000 and issued 17 million
ordinary shares as consideration to the vendors for the purchase of
SSOAB. An additional 2.5 million ordinary shares, plus a cash
payment of $25,000, were paid as a finder's fee on the transaction.
A deferred payment of $200,000 will be paid by URU Metals to the
vendors upon the completion of the first exploration drill program
on the property in the future. The agreement has not specified a
drilling timetable; management has fully impaired the carrying
value of the licences in these interim financial statements and is
currently unable to predict a drilling timetable.
(MORE TO FOLLOW) Dow Jones Newswires
December 31, 2015 02:00 ET (07:00 GMT)
Uru Metals (LSE:URU)
Historical Stock Chart
From Apr 2024 to May 2024
Uru Metals (LSE:URU)
Historical Stock Chart
From May 2023 to May 2024