REG - URU Metals Limited - Final Results <Origin Href="QuoteRef">URU.L</Origin> - Part 1
RNS Number : 7509AURU Metals Limited30 September 2015URU Metals Limited / Index: AIM / Epic: URU / Sector: Natural Resources
30 September 2015
URU Metals Limited ("URU Metals" or "the Company")
Final Results
URU Metals, the multi-commodity exploration and development company, is pleased to announce its final results for the year ended 31 March 2015. A copy of the full Report & Accounts will be available on the Company's website.
Chairman's Statement
I am pleased to present to our shareholders and stakeholders, the consolidated financial statements of the Company for the year ended March 31, 2015 ("the Period").
The past financial year has continued to be very difficult for the mining industry. However, URU has been able to take advantage of the challenging operating environment to re-organize our Company and increase our interest in quality asset for your future benefit.
Highlights
The highlights of our progress during the year ended March 31, 2015 and to the date of this report can be summarized as follows:
Purchase of Umnex Minerals Limpopo Pty ("UML")
On April 10, 2014, URU's subsidiary, SAN Ltd. and Umnex Mineral Holdings Pty ("UMH") agreed that SAN Ltd. would purchase 100% of UML from UMH for consideration of 33,194,181 in new URU shares and 8,000,000 bonus shares issued to directors and officers for their services in the acquisition of UML. The Zebediela Nickel Project extends over three separate mining titles in Limpopo Province. As of the date of this report, title to all three rights were still 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. The delay in the transfer of the rights is normal in South Africa and management does not anticipate any complications.
Issuance of Shares in Private Placement
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 687,500. Of the total, 19,283,335 shares were issued to Niketo Co. Ltd., a company wholly owned by NWT Uranium Corp. ("NWT"), URU's largest shareholder. A further 8,500,000 shares were issued in settlement of professional fees.
Grant of Share Options
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) estimated using Black-Scholes option valuation model, which was expensed during the year ended March 31, 2015.
Over the financial year, URU Metals has raised capital and has upgraded its portfolio of exploration assets. We are well positioned to take advantage of potential positive movements in the uranium, nickel, and also oil and gas markets.
David Subotic,
Non-Executive Chairman
29th September 2015
Operations Report
Below are the major activities of the Company during the fiscal year of 2014 and 2015:
2014
August
Extending the Nueltin Lake option through to December 2016.
2015
March
The Group wrote off the intangible assets associated with the Nueltin License for an amount of $153,000 as the Group has no plan to pursue the project in Nunavut Territory.
April
Acquisition of SAN Ltd's former joint venture partner's putative 26% interest in the Zebediela licenses, and in the process extinguishing the arbitration between the two and terminating the joint venture;
May
On 2 May 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 687,500. Of the total, 19,283,335 shares were issued to Niketo Co Ltd, a company wholly owned by NWT Uranium, the Company's largest shareholder, bringing NWT's investment in URU to 30.83%.
These projects represent a substantial upgrade to the Company's portfolio. Unlike many early stage exploration projects, the discovery risk attached to the Nrke, Zebediela, and Burgersfort projects have been reduced through the work of previous operators. The presence of uranium or nickel mineralisation has already been confirmed on all our principal projects through historic drilling. However, we believe that previous work did not define the full extent these deposits, and we believe our shareholders can benefit from both reduced technical and financial risks associated with early stage exploration, and from value uplift as we advance the projects. In 2016, the Company's focus will be to continue determining the ultimate size and economic viability of the Nrke project.
Nueltin project (Canada)
After the onset of the global financial crisis in 2008, Cameco declined to mount follow-up drill programs. During the year ended March 31, 2015, the Group wrote-off the Nueltin License for an amount $153,000 as the Group has no current plan to pursue the project in Nunavut Territory.
Nrke Project (Sweden)
On 23 May, 2013, URU announced the acquisition of SSOAB, holder of certain exploration licenses in south-central Sweden known as the Nrke Project. The licenses cover the Alum Shale Formation which is believed to contain significant quantities of uranium, oil, nickel, zinc, molybdenum, and vanadium.
Between 1941 and 1966, a Swedish Government-owned company produced 61 tonnes of uranium (134,500 lbs) and established an oil-recovery plant on the project, which recovered approximately 159,100 m3 of petroleum (1 million barrels) and 418,400 m3 of fuel oil (2.6 million barrels). This company extracted only a small portion of the total ore that is believed to exist at the Nrke Project.
In the past, the Government operator drilled 37 drill holes spread across the six licenses, confirming the presence and thickness of the host Alum Shale rocks, and proved the existence of oil and uranium within the current property boundaries.
URU's primary focus in its initial investigations will be on developing an economically viable metallurgical process to recover uranium and oil from the Alum Shale. URU believes that with the significant technological developments in the recovery of oil from shale rocks and the improvements in uranium extraction technology over the last forty years, it can develop a financially viable project for our shareholders.
The licenses expired in September 2015 and the company has applied to renew the licenses for certain areas.
Zebediela Project and Burgersfort Projects (South Africa)
We are excited by the progress made in relation to the Zebediela project.
The Preliminary Economic Assessment ("PEA") on the Zebediela project was completed in June 2012, and indicated that with the extraction of 500 million tonnes of the 1.5 billion tonne total (non -JORC compliant) resource defined to date, the project has a Net Present Value ("NPV") of over USD 317M and a post-tax IRR of 18.6%. (This valuation assumes a post-tax discount rate of 10%, nickel price of USD 8.50/lb, production of 20,000 tonnes of nickel per year over a 25 year mine life, a total capex cost of USD 708M, and an opex cost of USD 3.35/ lb Ni. )
Unfortunately, even with our extensive assistance, our two partners, Umnex Mineral Holdings ("Umnex"), and Southern African Nickel ("SAN") were unable to resolve their issues related to an underlying agreement to the SAN-Umnex JV. Their dispute, which started in mid-2012, moved to a formal arbitration process in March 2013. The arbitration prevented any significant work from being performed on the Zebediela project. Accordingly, the Company began a two-part plan to obtain 100% control over the Zebediela licenses.
The first part of the plan was completed on 26 November 2013, when the Company announced that it had acquired all the outstanding ordinary shares of SAN Ltd, a private company incorporated in the BVI, from two private companies. This gave URU control of SAN Ltd's putative interests in various mineral prospecting rights in South Africa. SAN Ltd had been party to two joint ventures in South Africa: a 74% interest in the Zebediela project ("SAN-Umnex"), and, in a 50/50 ownership with URU, a 50% interest in the Burgersfort project ("SAN-BSC"; see Note 10 to the financial statements in both cases). The terms of the purchase agreement stipulated that the SAN-Umnex JV would be terminated upon purchase. As a result, at year-end, URU owns 100% of SAN Ltd, which in turn owns a 74% putative interest in the Zebediela project and a 50% interest in the Burgersfort project.
The second part of the plan was to acquire the remaining 26% of the putative title to the Zebediela licenses. This was held by Umnex Mineral Holdings Pty ("UMH"), which had title to the Zebediela licenses through its subsidiary, Umnex Minerals Limpopo Pty ("UML"). SAN Ltd and UMH had been in dispute since 2011, and arbitration had begun in August 2013. On 10 April 2014, SAN Ltd and UMH agreed that SAN Ltd would purchase 100% of UML from UMH for consideration of 33,194,181 in URU shares. The Zebediela Nickel 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.
Under the terms of the acquisition agreement, UMH is permitted to return the shares and take back the licences should URU:
fail to maintain adequate cash funds to meet its general and project expenditure obligations, or
fail to meet the purchased rights' minimum statutory expenditure obligations, or
raise equity capital at a valuation of below 1.5 pence per share
As at the date of this report, the "general and project expenditure obligations" and the "minimum statutory expenditure obligations" of the general and project expenditure obligations has not been determined.
The dispute between SAN Ltd and the holders of the Zebediela licenses was terminated after year-end 2014 as part of the purchase agreement.
As a result of these acquisitions, URU now owns 100% of SAN, which in turn has a putative 100% of the Zebediela licenses and a 50% interest in the Burgersfort project.
Our plans for 2015/2016 include investigation of the occurrence of magnetite in both the Oxide and the Sulphide Zones. Further work will be predicated on the results of this investigation.
Closure of Operations in Niger.
With the acquisition of the Nrke Project, its 50% interest in the Burgersfort project, and the acquisition of putative title to the Zebediela assets, URU has three high quality assets in its portfolio, which should be accretive to shareholder value as the commodity markets and investor sentiment in the mining industry recover in the coming months.
As a result, your Board determined that the uranium exploration assets in Niger, while considered to be good projects, not to be as prospective as the other projects in the Company's portfolio. (The Company had provided for the value of the licenses in full in September 2012.) An extensive search by Management to find partners to invest in these projects has not been successful. Accordingly, the operations in Niger were closed effective September 2013, and treated as Discontinued Operations.
Strategy for 2015/2016 Consolidate and Invest
In the fiscal years 2012 and early 2013, your Company embarked on a process of diversification in its portfolio of exploration projects beyond the core holdings in the uranium sector. This led the Company to invest in the Nrke and Nueltin Lake projects, in addition to its investment in the SAN-URU JV and development of the Zebediela Nickel Project.
URU remains committed to its strategy of acquiring mineral assets, through
direct investments in companies with prospects with medium-to-long term production potential;
partnership with other industry participants to develop projects with production forecast in the near-to- medium term; and
Investment of 100% equity in earlier-stage projects with the potential to develop world-class sized mineral resources that could be brought to market over the long-term.
A review by your Management team has led to the belief that investments in the uranium sector will be lucrative to investors in the short to medium term, as the future primary uranium market appears undersupplied, requiring significant increases in uranium prices to stimulate miners and explorers to make the necessary investments to meet future uranium demand. Your Company has acquired quality uranium with by-product projects located in favourable, stable mining jurisdictions and is well positioned for the anticipated uranium market rebound.
URU would not rule out investing in longer-term, 100% equity projects, or in other prospective junior companies should the right opportunity arise. However, this would be dependent on investor appetite at the time.
The Uranium Market
URU acquired the Nueltin and Nrke Projects for their development potential and medium-term production timelines, as well as their location in favourable mining jurisdictions. Most importantly, the Company intentionally sought out opportunities to increase exposure to the upcoming increase in uranium prices and industry outlook.
The upcoming year will be a pivotal one for the uranium industry on several fronts.
Even with slower-than-expected return to operation of the Japanese civilian nuclear plants, and the potential shut-downs (albeit unlikely to occur) in Germany, growth in the global nuclear generating capacity under the most conservative estimates is staggering, driven primarily by the building of new plants in the developing world.
The European Nuclear Society reports that, as of 11 March 2014, there are 435 nuclear power plants in operation across 31 countries worldwide, with a total installed electrical net capacity of about 372 Gigawatts (855 MW average). It also reports that there are 72 plants being built in 15 countries to produce 68 Gigawatts (949 MW average)1. In other words, the number of reactors will grow by 16%, and each of these on average will be 10% larger than their existing siblings. The IAEA has similar statistics at 31 December 2012: 437 reactors connected to the grid and 67 reactors under construction, but - excitingly - 102 reactors planned2. (More than one-third of these are Chinese: the IAEA's figures show 38 of the 102 planned and 29 of the 67 under construction.)
Nuclear utility companies purchase uranium on long-term supply contracts to ensure stable supply of uranium to feed the nuclear fuel pellet production process. The spike in uranium prices from 2005-2009 shows that the purchase of uranium by utility companies has more to do with supply security than price sensitivity.
While it is very clear that there is a growing demand under the most conservative assumptions for uranium, the ability for the mining industry to meet this growth with new supply is limited, as national regulations in most countries, and technical capacities of many operations, prohibit rapid changes in annual uranium output.
It is difficult to ignore the facts. Demand for uranium is likely to increase, and the supply is diminishing. We remain positive on the outlook of uranium and have positioned ourselves to take advantage of the upside potential within the uranium sector.
The Nickel Market
Nickel prices have moved up down from USD $8.5/lb by mid -August 2014 to USD $4.68/lb by mid -September 2015. However, nickel use is growing at about 4% each year while use of nickel-containing stainless steel is growing at about 6%. The fastest growth today is seen in the newly and rapidly industrializing countries, especially in Asia. Nickel-containing materials are needed to modernize infrastructure, for industry and to meet the material aspirations of their populations. 3
Your Management believes that our current projects have the potential to deliver shareholder value in the short to medium term and look forward to updating shareholders on the development of our uranium projects, in Sweden and our Nickel projects in South Africa.
John Zorbas, CEO
_________________________________________
1http://www.euronuclear.org/info/encyclopedia/n/nuclear-power-plant-world-wide.htm, retrieved 28 July 2014.
2http://www-pub.iaea.org/MTCD/publications/PDF/RDS2-32_web.pdf.Installed, p46; under construction, p30; planned, 27.
3http://www.infomine.com/investment/metal-prices/nickel/6-month/
Consolidated Statements of Financial Position
(Expressed in thousands of United States Dollars)
As at
As at
March 31,
March 31,
2015
2014
ASSETS
Non-current assets
Plant and equipment (note 11)
$
-
$
20
Intangible assets (note 12)
4,039
3,415
Total non-current assets
4,039
3,435
Current assets
Receivables (note 13)
2
116
Cash and cash equivalents
574
240
Total current assets
576
356
Assets of disposal group (note 7)
-
1
Total assets
$
4,615
$
3,792
EQUITY AND LIABILITIES
Equity
Share capital and premium (note 14)
$
49,950
$
47,524
Reserves (note 15)
1,342
1,876
Accumulated deficit
(47,198
)
(46,069
)
Total equity
4,094
3,331
Current liabilities
Trade and other payables (note 16)
379
301
Total liabilities
379
301
Non-current liabilities
Contingent consideration on SSOAB purchase (note 8)
142
160
Total liabilities
521
461
Total equity and liabilities
$
4,615
$
3,792
The accompanying notes to the consolidated financial statements are an integral part of these statements.
Nature of operations and Going concern (note 2)
Commitment (note 21)
Consolidated Statements of Loss and Comprehensive Loss
(Expressed in thousands of United States Dollars)
For the years ended March 31,
2015
2014
Administrative expenses
$
(978
)
$
(658
)
Operating loss before the following items
(978
)
(658
)
Gain on disposal of investment (note 7a)
-
292
Financing costs
(29
)
(22
)
Gain on fair value adjustment of financial liabilities (note 8)
43
-
Impairment of intangible assets and property, plant and equipment (notes 11 and 12)
(165
)
-
Loss before discontinued operations
(1,129
)
(388
)
Net loss from discontinued operations (note 7)
-
(183
)
Net loss for the year
(1,129
)
(571
)
Other comprehensive loss
Items that will be reclassified subsequently toincome
Effect of translation of foreign operations
of continuing operations
(632
)
(72
)
of discontinued operations
-
(2
)
Other comprehensive loss for the year
(632
)
(74
)
Total comprehensive loss for the year
$
(1,761
)
$
(645
)
Basic and diluted net loss per share (USD cents)
from continuing operations
$
(0.51
)
$
(0.29
)
from discontinued operations
$
(0.00
)
$
(0.14
)
Weighted average number of common sharesoutstanding
221,082,634
132,776,722
The accompanying notes to the consolidated financial statements are an integral part of these statements.
Consolidated Statements of Cash Flows
(Expressed in thousands of United States Dollars)
For the years ended March 31,
2015
2014
Operating activities
Net loss from continuing operations for the year
$
(1,129
)
$
(571
)
Items not involving cash:
Share-based payments
98
18
Depreciation
8
7
Interest accretion on long-term liability
29
19
Gain on fair value adjustment on long-term liability
(43
)
-
Shares issued for professional fees
87
-
Gain on sale of UR America
-
(292
)
Unrealized foreign exchange (gain)/loss
(64
)
(57
)
Write-off of Nueltin
166
-
Loss on disposal of plant and equipment - discontinued operations
-
5
Changes in non-cash working capital items:
Decrease (Increase) in receivables
114
(85
)
Increase in trade and other payables
45
143
Net cash used in operating activities
(689
)
(813
)
Investing activities
Proceeds of sale of UR America
-
292
Additions to plant and equipment
-
(20
)
Capitalisation of exploration costs
(116
)
(431
)
Cash paid to acquire SSOAB
-
(461
)
Cash paid to acquire SAN Ltd.
-
(219
)
Cash paid to acquire UML
(32
)
-
Foreign exchange differences on consolidation of subsidiaries
-
(74
)
Net cash used in investing activities
(148
)
(913
)
Financing activities
Proceeds from private placement, net of transaction costs
1,117
-
Net cash provided by financing activities
1,117
-
(Gain)/loss on exchange rate changes on cash
54
84
Net change in cash and cash equivalents
334
(1,642
)
cash and cash equivalents, beginning of year
240
1,882
cash and cash equivalents, end of year
$
574
$
240
Comprosed of:
Continued operations
$
574
$
239
Discontinued operations
$
-
$
1
The accompanying notes to the consolidated financial statements are an integral part of these statements.
Consolidated Statements of Changes in Shareholders' Equity
(Expressed in thousands of United States Dollars)
Equity attributable to shareholders
Foreign
Currency
Share
Share
Share Option
Translation
Accumulated
Capital
premium
Reservve
Reserve
Deficit
Total
Balance, March 31, 2013
$
1,133
$
45,724
$
2,380
$
(259
)
$
(45,688
)
$
3,290
Issuance of shares
195
472
-
-
-
667
Share-based payment
-
(171
)
-
190
19
Net loss and comprehensive income for the year
-
-
(74
)
(571
)
(645
)
Balance, March 31, 2014
$
1,328
$
46,196
$
2,209
$
(333
)
$
(46,069
)
$
3,331
Share-based compensation
-
98
-
-
98
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
)
Net loss and comprehensive loss for the year
-
-
(632
)
(1,129
)
(1,761
)
Balance, March 31, 2015
$
2,290
$
47,660
$
2,307
$
(965
)
$
(47,198
)
$
4,094
The accompanying notes to the consolidated financial statements are an integral part of these statements.
Notes to Consolidated Financial Statements
March 31, 2015 and 2014
(Expressed in United States Dollars Except As Otherwise Indicated)
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 21 May 2007. The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange on 12 September 2007. The address of the Company's registered office is 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 annual consolidated financial statements of the Company as at and for the year ended March 31, 2015 comprise the Company and its subsidiaries (together referred to as the "Group"). These annual consolidated financial statements (including the Notes thereto) of the Group were approved by the Board of Directors on September 29, 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 audited consolidated 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 March 31, 2015 the Company has no source of revenues or operating cash flows, incurred losses from continuing operations of $1,129,000 for the year ended March 31, 2015, has accumulated losses of $47,198,000 (March 31, 2014 - $46,069,000) 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 consolidated 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 consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the expenses, the reported comprehensive loss and balance sheet 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 Group's normal procedures, the Board and management continually evaluate the going concern premise and as an exploration Group, 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 annual consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations. The Company has consistently applied the same accounting policies throughout all periods presented.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are further disclosed within this note.
These consolidated financial statements were approved by the Board of Directors for issue on September 29, 2015.
(b) Basis of measurement
The annual consolidated financial statements have been prepared on a historical cost basis convention, as modified by the revaluation of certain financial assets and liabilities at fair value through profit and loss.
(c) Functional and presentation currency
Items included in the consolidated financial statements for each entity in the Group are measured using the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity (the "functional currency". Similarly, the Group reports its results in a specified currency (the "presentation currency"). The functional and presentation currencies (with their abbreviation defined in note 5) are set out in the table below:
March 31, 2015
Functional
Presentation
Group
USD
Subsidiaries:
URU Metals Limited ("URU")
CAD
-
Niger Uranium Societe Anonyme ("NUSA")
CFA
-
8373825 Canada Inc. ("Nueltin")
CAD
-
Svenska Skifferoljeaktiebolaget ("SSOAB")
SEK
-
Southern Africa Nickel Ltd. ("SAN Ltd")
USD
-
Umnex Minerals Limpopo Pty ("UML")
USD
-
Lesogo Platinum Uitloop Pty ("LPU")
USD
-
In accordance with IAS 21, Effects of Changes in Foreign Exchange Rates ("IAS 21"), company entities and operations whose functional currencies differ from the presentation currency are translated into US dollars.
(d) Critical estimates and judgments
The preparation of the annual consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The Group makes estimations and assumptions concerning the future. The resulting accounting estimates may not equal the related actual results.
Information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant risk and effect on the carrying amounts recognised in the consolidated financial statements are included in the following Notes:
Note 3 (c) Determination of Functional currency
Note 12 Valuation of Intangible assets
Note 15 Measurement of share options
Note 21 Completeness of Contingent liabilities and commitments
4. Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.
(a) Basis of consolidation
Subsidiaries
Subsidiaries are all entities over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.
Any contingent consideration to be transferred by the group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IAS 39 either in loss or other comprehensive loss.
Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.
Joint arrangements, joint operations and joint ventures
A joint arrangement is a contractual arrangement in which two or more parties have joint control. Joint control only exists when decisions require unanimous consent of the parties sharing that control. A joint arrangement is either a joint operation, where the parties have rights to the assets and obligations of the operation and thus recognize its share of the assets, liabilities, and operations, or a joint venture, where the parties have rights to the net assets or the obligation, and thus recognize their interest as an investment using the equity method.
Transactions eliminated on consolidation
Intra-group balances and transactions and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
(b) Foreign currency transactions
i) Foreign currency transactions
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in consolidated statement of loss.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in consolidated statement of loss.
ii) Foreign operations
The assets and liabilities of operations, including goodwill and fair value adjustments arising on acquisition, are translated to the Group presentation currency (where different) at exchange rates at the reporting date. The income and expenses of foreign operations are translated to the Group presentation currency at average exchange rates, unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction rates, in which case income and expenses are translated at the rate on the dates of the transactions. Equity balances are translated to presentation currency at historical exchange rates.
Foreign currency differences are recognised directly in other comprehensive income and such differences have been recognised in the foreign currency translation reserve (FCTR). When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss.
Foreign exchange gains and losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised directly in other comprehensive income in the FCTR.
(c) Plant and equipment
Recognition and measurement
Items of plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The cost of plant and equipment was determined by reference to the cost at the date of acquisition.
Cost includes expenditure that is directly attributable to the acquisition of the asset.
Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of plant and equipment, and are recognised net within consolidated statement of loss.
Subsequent costs
The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is calculated over the depreciable amount, which is the cost of the asset, less its residual value. If the useful lives and depreciation methods are the same for significant parts of assets, these are not depreciated on a component basis.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of plant and equipment.
The estimated useful lives for the current and comparative periods are as follows:
exploration plant and equipment
3 years
computer equipment
5 years
furniture and office equipment
5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(d) Exploration costs and intangible assets
Exploration and evaluation costs are capitalized on a project-by-project basis, pending determination of the technical feasibility and the commercial viability of the project. In accordance with IFRS 6, Exploration for and Evaluation of Mineral Resources, the Company allocates costs incurred to cash generating units (CGUs), which are projects, or groups of projects, which share a consistent profile and proximity. Exploration costs are presented in Intangible assets in the statement of financial position.
Capitalized costs include costs directly related to the exploration and evaluation activities in the CGU.
General and administrative costs are allocated to the exploration property to the extent that the costs are directly related to activities in the relevant areas of interest. Costs incurred before the legal rights are obtained to explore an area and costs relating to a relinquished or abandoned license are recognized in consolidated statement of loss.
Exploration and evaluation assets shall be assessed for impairment at each reporting period in accordance with IFRS 6, and any impairment loss is recognized in the consolidated statement of loss.
Once technical feasibility and commercial viability have been established, exploration assets attributable to those projects are tested for impairment and reclassified from exploration properties to development properties.
Mineral property acquisition costs, and exploration and development expenditures incurred subsequent to the determination of the feasibility of mining operations and approval of development by the Company, are capitalised until the property to which they relate is placed into production, sold, allowed to lapse or abandoned.
(e) Cash and cash equivalents
In the consolidated statement of cash flows, cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less.
(f) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(i) Financial assets and financial liabilities
Financial assets and financial liabilities are classified into one of four categories as summarised in the table below:
Derivative
Initial
Subsequent to initial
URU's assets
Category
status
measurement
recognition, held at:
in the category
Loans and receivables
Non-derivative
Fair value
Amortised cost using the effective interest method
Receivables
Loans and receivables
Non-derivative
Fair value
same as above
Cash and cash equivalents
Other financial liabilities
Non-derivative
Fair value
same as above
Trade and other payables
Other financial liabilities
Non-derivative
Fair value
Fair value through profit and loss
Contigent consideration
The classification is determined at initial recognition and depends on the nature and the purpose of the financial asset. Financial assets are recognized when the Company becomes a party to the contractual provisions of the instrument.
Loans and receivables
Loans and receivables are non-derivative financial assets that have fixed or determinable payments and that are not quoted in an active market. Loans and receivables are initially recognized at the fair value and subsequently carried at amortized cost less impairment losses. If collection of other receivables is expected in one year or less, they are classified as current assets. If not, they are classified as non-current assets.
Other financial liabilities
The Group initially recognizes financial liabilities on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.
(ii) Derecognition of financial assets and financial liabilities
A financial asset is derecognized when the contractual right to the asset's cash flows expire or if the Company transfers the financial asset and substantially all risks and rewards of ownership to another entity. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.
(iii) Offset
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
(g) Impairment of assets
(i) Financial assets
Financial assets are assessed for indicators of impairment at each reporting period end. Financial assets are impaired when there is objective evidence that the estimated future cash flows of the financial assets have been affected by one or more events that occurred after the initial recognition of the financial asset.
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the assets original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognised. When an event occurring after the impairment was recognised causes the amount of impairments loss to decrease, the decrease in impairment loss is reversed through the consolidated statement of loss.
(ii) Non-financial assets
The carrying amounts of the Group's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets. Fair value less cost to sell is determined as the amount that would be obtained from the sale of the assets in an arm's length transaction between knowledgeable and willing parties.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment losses are recognised in the consolidated statement of loss.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(h) Income tax
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the consolidated statement of loss except to the extent that it relates to items recognised directly in equity or other comprehensive loss.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the associated unused tax losses and deductible temporary differences can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(i) Financing cost
Financing costs relate to the accretion of the contingent consideration on SSOAB purchase over the period to payment using the effective interest method.
(j) Loss per share
The Group presents basic and diluted loss per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Group by the weighted average number of ordinary shares outstanding during the period. Diluted earnings or loss per share is similar to basic earnings or loss per share, except that the denominator is adjusted to include the dilutive potential ordinary shares that would have been outstanding assuming that options and warrants with an average market price for the year greater than their exercise price are exercised and the proceeds used to repurchase ordinary shares.
(k) Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are reviewed regularly by the Group's Chief Operating Decision Maker, the CEO, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
(l) Employee benefits
Pension obligations and other post-employment benefits
The Group does not offer any pension and/or post-employment benefits to employees.
Short-term employee benefits
Short-term employee benefits obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonuses if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
Share-based compensation
The Group operates an equity-settled, share-based compensation plan, The Niger Uranium Limited Share Option Plan 2008. The grant date fair value of the employee services received in exchange for the grant of the options is recognised as an expense with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions, such as forfeiture rates, are included in assumptions about the number of options that are expected to vest. At each reporting date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision of original estimates, if any, in consolidated statement of loss, with a corresponding adjustment to equity.
(m) New accounting standards adopted during the year
Effective April 1, 2014, the Company adopted the following new and revised standards in accordance with the applicable transitional provisions:
IAS 32 - Financial Instruments - Presentation ("IAS 32")
IAS 32 was amended to clarify the criteria that should be considered in determining whether an entity has a legally enforceable right of set off in respect of its financial instruments. At April 1, 2014, the Company adopted this pronouncement and there was no material impact on the Company's consolidated financial statements for the year ended March 31, 2015.
IFRIC 21 - Levies ("IFRIC 21")
IFRIC 21 were issued in May, 2013 and is an interpretation of IAS 37 - Provisions, Contingent Liabilities and Contingent Assets. The interpretation clarifies the obligating event that gives rise to a liability to pay a levy. At April 1, 2014, the Company adopted this interpretation and there was no material impact on the Company's consolidated financial statements for the year ended March 31, 2015.
IAS 36 - Impairment of Assets ("IAS 36")
The IASB issued a narrow-scope amendment to IAS 36. The amendments included those (i) to require disclosure of the recoverable amount of an asset or cash-generating unit when an impairment loss has been recognized or reversed and (ii) to require detailed disclosure of how the fair value less costs of disposal has been measured when an impairment loss has been recognized or reversed. At April 1, 2014, the Company adopted this pronouncement and there was no material impact on the Company's consolidated financial statements for the year ended March 31, 2015.
(n) New accounting standard issued but not yet effective
IFRS 9 - Financial Instruments: Classification and Measurement ("IFRS 9")
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 consolidated financial statements as issued, although currently they are not expected to have a material impact.
5. 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 Group has no financial instruments carried at fair value as at March 31, 2015, other than the contingent payment on acquiring SSOAB. 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 Group. 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 fulfill its payment obligations. The Group's credit risk is primarily attributable to the Group's cash and other receivables. The Group has no allowance for impairment that might represent an estimate of incurred losses on other receivables. The Group has cash and cash equivalents of $574,000 (March 31, 2014 - $240,000), which represent the maximum credit exposure on these assets. As at March 31, 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 Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group'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 Group's reputation.
Typically the Group 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 Group'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
amount
cash flows
or less
years
March 31, 2015
Trade and other payables
$
379
$
379
$
379
$
-
Contingent consideration
142
221
-
221
March 31, 2014
Trade and other payables
$
301
$
301
$
301
$
-
Contingent consideration
160
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 Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Company does not apply hedge accounting in order to manage volatility in statements of loss.
Foreign currency rate risk
The Group, operating internationally, is exposed to currency risk on purchases that are denominated in a currency other than the functional currency of the Group's entities, primarily Pound Sterling (GBP), the Canadian Dollar (CAD), the Central African Franc (CFA), the South African Rand (ZAR), and the US Dollar (USD).
The Group does not hedge its exposure to currency risk.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Group'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 Group's exposure to foreign currency risk, based on notional amounts, was as follows:
Franc
USD
GBP
ZAR
CFA
SEK
CAD
Total
March 31, 2015
Cash
$
17
$
537
$
-
$
-
$
5
$
15
$
574
Deposits, prepaid and receivables
-
-
-
-
2
-
2
Trade and other payable
-
(136
)
-
-
(13
)
(230
)
(379
)
Contingent consideration
(142
)
-
-
-
-
-
(142
)
March 31, 2014
Cash
$
9
$
223
$
-
$
1
$
5
$
2
$
240
Deposits, prepaid and receivables
64
25
-
-
12
15
116
Trade and other payable
(1
)
(104
)
(75
)
-
(39
)
(82
)
(301
)
Contingent consideration
(160
)
-
-
-
-
-
(160
)
Interest rate risk
The financial assets and liabilities of the Group are subject to interest rate risk, based on changes in the prevailing interest rate. The Group does not enter into interest rate swap or derivative contracts. The primary goal of the Group's investment strategy is to make timely investments in listed or unlisted mining and mineral development properties to optimise shareholder value. Where appropriate, the Group will act as an active investor and will strive to advance corporate actions that deliver value adding outcomes. The Group 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 US Dollar against the following currencies at March 31, 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 US Dollar. This analysis assumes that all other variables, in particular interest rates, remain constant.
March 31, 2015
March 31, 2014
Equity
Profit or loss
Equity
Profit or loss
GBP
$
-
$
(40
)
$
-
$
(4
)
ZAR
$
-
$
-
$
-
$
(1
)
CAD
$
-
$
28
$
-
$
(9
)
SEK
$
-
$
3
$
-
$
-
6. 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 year ended March 31, 2015, there were no changes in the Company's approach to capital management.
7. Disposed investments and discontinued operations
(a) Sale of UrAmerica
On 4 April 2013, the Company elected to sell its entire holdings (4,421,000 shares) in UrAmerica, an Argentina-based private uranium exploration company, for GBP 200,000, resulting in a gain of USD 292,000. This investment had previously been written off in the consolidated financial statements.
(b) Decision to close the Niger Operations
The closure of the Niger operations was effective September 30, 2013 and have been treated as a discontinued operation in the consolidated financial statements.
The consolidated financial statements have been updated for the discontinued operations for the following amounts:
Year ended
March 31,
2014
Operating expenses
$
178
Loss on disposal of assets
5
Total loss and comprehensive loss for the period from discontinued
operations
$
183
Cash flows from discontinued operations
Used in operations
$
(178
)
Change in working capital
(33
)
$
(211
)
Assets and liabilities of discontinued operations
As at
March 31,
2014
Cash
$
1
Total assets of discontinued operations
$
1
8. Purchase of Svenska Skifferoljeaktiebolaget ("SSOAB")
On 23 May, 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 licenses in Sweden, located in rebro County.
URU paid the vendors USD 300,000 and issued 17 million ordinary shares as consideration to the vendors for the purchase of SSOAB. Of these shares, 15 million are restricted subject to a lock-in agreement which have yet to be released. An additional 2.5 million ordinary shares, plus a cash payment of USD 25,000, were paid as a finder's fee on the transaction. A deferred payment of USD 200,000 will be paid by URU to the vendors upon the completion of the first exploration drill programme on the property in the future. The agreement has not specified a drilling timetable at the time of acquisition; management's best estimate was that it would be on or about three years after acquisition (i.e. May 2016), although the drilling would be contingent on the Group's cash position. Coincident with the deferred payment will be a return to the purchasers of cash and equivalents in the company at transfer of SEK 132,000 (USD 21,000 at date of purchase). The payment terms offer a reduction to the extent of any claims for pre-acquisition liabilities not previously disclosed by the seller and identified by URU within one year of purchase, provided that any one claim is greater than USD 10,000 and the claims in aggregate are greater than USD 100,000.
The contingent consideration of USD 221,000 (comprising a purchase cost of USD 200,000 plus a return of assets of USD 21,000) has been discounted and recognized at fair value of USD 141,000 at issue, and will be remeasured to fair value at each reporting date:
As at
As at
March 31,
March 31,
(in thousands of US dollars)
2015
2014
Opening balance
$
160
$
-
Amount recognized
-
141
Accretion
29
19
Gain on fair value adjustment
(43
)
-
Foreign exchange
(4
)
-
Closing balance
$
142
$
160
As the Company owns all of SSOAB's outstanding ordinary shares, the Company has control over SSOAB as defined in IFRS 10, Consolidation. However, the Group has treated the transaction as a purchase of assets, as SSOAB does not meet the definition of a "business" as set out in IFRS 3, Business Combination. As it was not a business combination, transaction costs have been capitalised, and, as the transaction affected neither accounting nor taxable profit, deferred taxes do not arise.
The following table summarises the consideration paid for SSOAB, and the amounts of the assets acquired at the acquisition date (in thousands of US dollars):
Consideration
USD '000s
Cash
$
300
Cash-based acquisition costs
161
Total cash-based costs
461
Shares issued to vendor
582
Shares issued as part of acquisition costs
85
Contingent consideration
141
$
1,269
Identifiable net assets acquired
Exploration licenses
$
1,269
$
1,269
9. Purchase of Southern Africa Nickel Limited ("SAN Ltd")
On 25 November 2013, the Company announced that it had acquired all the outstanding ordinary shares of SAN Ltd, a private company incorporated in the BVI, from two private companies.
The acquisition was the first of a two-part plan to gain control of SAN Ltd's interests in various mineral prospecting rights in South Africa. SAN Ltd had been party to two joint ventures in South Africa: a putative 74% interest in the Zebediela licenses, and, in a 50/50 ownership with URU, a 50% interest in the Burgersfort project. The terms of the purchase agreement stipulated that URU's joint venture with SAN Ltd would be terminated upon purchase. As a result, URU now owns 100% of SAN Ltd, which in turn owns a putative 74% interest in the Zebediela licenses and a 50% interest in the Burgersfort project. The dispute between SAN Ltd and the holders of the Zebediela licenses was terminated after year-end with the completion of the second part of the plan, which is set out in Note 10.
URU paid consideration of USD 218,000, consisting of ZAR 1,907,977 (USD 187,000) to one of SAN Ltd's debtors, plus an additional USD 34,000 in purchase costs.
As the Company owns all of SAN Ltd's outstanding ordinary shares, the Company has control over SAN Ltd as defined in IFRS 10, Consolidation. However, the Group has treated the transaction as a purchase of assets as SAN Ltd does not meet the definition of a "business" as set out in IFRS 3, Business Combination. As it was not a business combination, transaction costs have been capitalised, and, as the transaction affected neither accounting nor taxable profit, deferred taxes do not arise.
The following table summarises the consideration paid for SAN Ltd, and the preliminary allocation to the assets acquired at the acquisition date:
Consideration
USD '000s
Cash
$
184
Cash-based acquisition costs
34
Total consideration
$
218
Receivable from former owner
$
9
Exploration licenses
209
Recognized amounts of identifiable assets assumed
$
218
10. Purchase of Umnex Minerals Limpopo Pty ("UML")
In November 2013, the Company acquired 100% interest in 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 licenses through its subsidiary, Umnex Minerals Limpopo Pty ("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 Group.
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 shares and 8,000,000 bonus shares issued to directors and officers for their services in the acquisition of UML.
The Zebediela Nickel 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.
Under the terms of the acquisition agreement, UMH is permitted to return the shares and take back the licences should URU:
fail to maintain adequate cash funds to meet its general and project expenditure obligations, or
fail to meet the purchased rights' minimum statutory expenditure obligations, or
raise equity capital at a valuation of below 1.5 pence per share
As at March 31, 2015, the "general and project expenditure obligations" and the "minimum statutory expenditure obligations" of the general and project expenditure obligations has not been determined.
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, USD95,000 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 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 occurs. As at March 31, 2015, none of the above conditions have occurred.
11. Plant and equipment
(In thousands of United States Dollars)
Exploration
Computer
COST
Plant and equipment
equipment
Total
Balance, March 31, 2013
$
29
$
7
$
36
Additions
21
-
21
Balance, March 31, 2014
50
7
57
Impairment of assets
(50
)
-
(50
)
Balance, March 31, 2015
$
-
$
7
$
7
Exploration
Computer
ACCUMULATED DEPRECIATION
Plant and equipment
equipment
Total
Balance, March 31, 2013
$
23
$
6
$
29
Depreciation for the year
8
-
8
Balance, March 31, 2014
31
6
37
Depreciation for the year
7
1
8
Impairment of assets
(38
)
-
(38
)
Balance, March 31, 2015
$
-
$
7
$
7
Exploration
Computer
CARRYING AMOUNTS
Plant and equipment
equipment
Total
At March 31, 2014
$
19
$
1
$
20
At March 31, 2015
$
-
$
-
$
-
During the year ended March 31, 2015, the Group wrote off the exploration plant and equipment related to Nueltin as the Group has no plan to pursue the project in Nunavut Territory (see note 12).
12. Intangible assets
(In thousands of United States Dollars)
Exploration costs
South African
COST
Projects
SSOAB
Nueltin
Total
Balance, March 31, 2013
$
3,872
$
-
$
-
$
3,872
Acquired (note 10) (i)
209
1,269
-
1,478
Foreign exchange
(228
)
36
-
(192
)
Additions
123
133
175
431
Balance, March 31, 2014
3,976
1,438
175
5,589
Acquired (note 10) (i)
1,254
-
-
1,254
Foreign exchange
(440
)
(453
)
(22
)
(915
)
Additions
5
111
-
116
Impairment
-
-
(153
)
(153
)
Balance, March 31, 2015
$
4,795
$
1,096
$
-
$
5,891
ACCUMULATED AMORTIZATION
South African
AND IMPAIRMENT
Projects
SSOAB
Nueltin
Total
Balance, March 31, 2013
$
(2,345
)
$
-
$
-
$
(2,345
)
Foreign exchange
257
-
-
257
Balance, March 31, 2014
(2,088
)
-
-
(2,088
)
Foreign exchange
236
-
-
236
Balance, March 31, 2015
$
(1,852
)
$
-
$
-
$
(1,852
)
South African
CARRYING VALUE
Projects
SSOAB
Nueltin
Total
At March 31, 2014
$
1,802
$
1,438
$
175
$
3,415
At March 31, 2015
$
2,943
$
1,096
$
-
$
4,039
(i) The intangible assets acquired from UML were capitalized as additions to South African Projects.
NUSA Licenses
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 licenses are considered to be a single project, and thus to be one Cash Generating Unit (CGU).
In fiscal 2014, the licenses were returned and the Group's operations in Niger were closed, and the latter are thus set out in Note 7, Disposed investments and discontinued operations.
SSOAB Licenses
SSOAB has 100% ownership of several exploration licenses near the town of rebro, Sweden. The Swedish licenses are considered to be a single project, and thus to be one CGU.
Nueltin License
Nueltin is party to an option agreement with Cameco Corporation, the holder of license located in the Nunavut Territory of Canada. Under the agreement, the Group 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 Group wrote-off the Nueltin License for an amount $153 as the Group has no plan to pursue the project in Nunavut Territory.
South African Projects
On 5 October 2010, the Group 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 Group committed to provide funding to the SAN-URU Joint Venture of, in aggregate, up to USD 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 Group 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 Group or SAN and did not increase the Group's original committed contribution to the SAN-URU Joint Venture of USD 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's favour - the effective interest of each party in the SAN-URU Joint Venture would have been URU Metals 45%, SAN 40%, and Umnex 15%.
In fiscal 2013, a dispute arose between SAN 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 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 license 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 was never party to the dispute between SAN Ltd and Umnex. As at 31 March 2013, URU had fulfilled all of its obligations under that separate agreement. URU 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 acquired 100% of the shares of SAN Ltd in November 2013 as set out in Note 10.
The arbitration was ultimately settled as a condition of URU's acquisition in April 2014 of the Umnex subsidiary which held the Zebediela licenses.
Accounting Treatment of SAN-URU Joint Venture (the Burgersfort properties).
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 (see note 10), thereby dissolving the SAN-Umnex Joint Venture.
13. Receivables
(In thousands of United States Dollars)
As at
As at
March 31,
March 31,
2015
2014
Deposits
$
-
$
63
Other prepayments
-
19
Other receivables
2
30
Payroll withholding taxes recoverable from directors
-
4
$
2
$
116
14. 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, 2013
113,276,722
$
1,133
$
45,724
$
46,857
Shares issued to purchase SSOAB (i)
19,500,000
195
472
667
Balance, March 31, 2014
132,776,722
$
1,328
$
46,196
$
47,524
Shares issued for acquisition of UML (note 10)
41,194,181
412
810
1,222
Shares issued in private placement (ii)
54,333,334
543
831
1,374
Shares issued for professional service (iii)
656,142
7
7
14
Transaction costs incurred for private placement
-
-
(184
)
(184
)
Balance, March 31, 2015
228,960,379
$
2,290
$
47,660
$
49,950
Issued shares
All issued shares are fully paid up.
(i) Of these shares, 15 million are restricted subject to a lock-in agreement.
(ii) 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 Uranium Corp.("NWT"), the Company's largest shareholder. 8,500,000 of these share were issued in settlement of professional fees owed.
(iii) During the year ended March 31, 2015, the Company issued 656,142 shares to RB Milestone, a consultant, for settlement of professional services privided with a total value of $14.
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 year ended March 31, 2015 (2014 - $nil)
15. 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 Group's share options as well as a reconciliation of the number and weighted average exercise price of the Group's share options outstanding on March 31, 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 March 31, 2015:
Weighted
Number of
average
options originally
Number
Exercise prices (GBP)
remaining life (years)
granted
exercisable
0.034
0.91
2,000,000
2,000,000
0.049
5.56
2,633,334
2,633,334
0.020
2.15
8,500,000
8,500,000
0.032
2.64
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, 2013
11,483,334
$
0.05
Options expired unexercised
(4,000,000
)
0.05
Balance, March 31, 2014
7,483,334
0.04
Options granted
8,500,000
0.02
Options expired unexercised
(2,850,000
)
0.05
Balance, March 31, 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 year ended March 31, 2015. 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 March 31, 2015, the following warrant, issued in respect of capital raising, had been granted but not exercised:
Number of
Exercise
Expiry
Fair value at
Name
Date granted
Date vested
warrants
price (GBP)
date
grant date (GBP)
Beaumont
October 9, 2009
October 9, 2009
100,000
0.345
October 9, 2019
0.345
There were no movements in warrant during the year ended March 31, 2014 or during the year ended March 31, 2013.
16. Trade and other payables
(In thousands of United States Dollars)
As at
As at
March 31,
March 31,
2015
2014
Other payables
$
105
$
3
Accruals
274
298
$
379
$
301
17. Related party transactions
(a) Transactions with key management personnel
During the year ended March 31, 2015, stock options of 8,000,000 were granted to officers and directors of the Company (2014 - nil) at an exercise price of GBP 0.02 per share.
Details of stock options outstanding granted to directors, management and past directors and management are as follow:
Weighted
Number of
average
options originally
Expiry
Directors/officers
exercise price (GBP)
granted
date
Directors
J. Vieira
0.034
1,000,000
February 27, 2016
J. Vieira
0.02
2,000,000
May 23, 2017
D. Subotic
0.034
1,000,000
February 27, 2016
D. Subotic
0.02
3,000,000
May 23, 2017
Management
J. Zorbas
0.02
3,000,000
May 23, 2017
10,000,000
The former Chief Executive Officer and director R. Lemaitre and former Chief Financial Officer, R. Swarts resigned during the prior two years and the Board of Directors confirmed that their options remained in force until they expire or are unexercised.
(b) Management remuneration
(In thousands of United States Dollars)
For the years ended March 31,
2015
2014
Fees for services as director
$
45
$
50
Basic salary
114
163
Share-based payments
92
11
Total
$
251
$
224
18. Loss before income tax
The following items have been charged in arriving at the operating loss for the year:
(In thousands of United States Dollars)
March 31,
March 31,
Note
2015
2014
Auditors' remuneration
$
96
$
70
Directors' fees
45
51
Legal fees
21
49
Operating lease payments
62
96
Depreciation
7
7
Foreign exchange loss(gain)
Realized
53
(80
)
Unrealized
(73
)
22
Staff remuneration
Share options expensed - Directors (equity settled)
15a
98
11
Share options expensed - Current and former staff (equity settled)
15a
-
7
Share options expensed - salaries
115
303
Other professional fees
192
119
19. Income tax expense and deferred taxation
The Company is incorporated in the British Virgin Islands (BVI). The BVI under the Business Companies Act (BCA) imposes no corporate or capital gains taxes. As such, the Company's losses will not result in an income tax recovery in the BVI. However, the Company as a Group may be liable for taxes in the jurisdictions where it operates or develops mining properties.
Effective 13 July 2012, the Company became resident in Canada, and is subject to income taxes at a combined federal and provincial statutory tax rate of 26.5% (2014 - 26.5%).
Income tax expense from the amount that would be computed by applying the Canadian federal and provincial statutory income tax rates to the loss for the year is as follows:
2015
2014
Loss for the year before taxes
$
(1,129
)
$
(388
)
Statutory tax rate
26.5%
26.5%
Expected income tax recovery
(299
)
(103
)
Non-deductible/non-taxable items
26
(54
)
Benefit of losses not recognized
273
157
-
-
No deferred tax asset has been recognised because there is insufficient evidence of the timing of suitable future profits against which it can be recovered. No deferred tax liability has been recognised as a result of the losses in the periods to date.
The significant components of the Company's unrecognized deductible temporary differences as at March 31, 2015 and 2014 are as follows:
2015
2014
Loss carry-forward
$
9,098
$
8,220
Share issuance costs
25
-
Subtotal
$
9,123
$
8,220
The group has non-capital losses in Canada of USD 878,000 expiring in 2035, USD 575,000 expiring in 2034 and USD 7,645,000 expiring in 2033.
20. Segmented information
(a) Reportable segments
The Group has two reportable segments, as described below, which are the Group's strategic business units. Both are determined by the CEO, the Group's chief operating decision-maker, and have not changed year-over-year. The strategic business units offer different services, and are managed separately because they require different strategies.
The following summary describes the operations in each of the Group's reportable segments:
Exploration - Includes obtaining licenses and exploring these license areas.
Corporate office - Includes all Group administration and procurement
There are no other operations that meet any of the quantitative thresholds for determining reportable segments in 2015 or 2014.
There are varying levels of integration between the Exploration and Corporate Office reportable segments. This integration includes shared administration and procurement services. The accounting policies of the reportable segments are the same as described in Notes 3 and 4.
Information regarding the results of each reportable segment is included below. Performance is measured based on segmented results. Any inter-segment transactions would be determined on an arm's length basis. Inter-segment pricing for 2015 and 2014 consisted of funding advanced from Corporate Office to Exploration.
(b) Operating segments
Exploration
Corporate office
Total
2015
2014
2015
2014
2015
2014
Depreciation
$
7
$
2
$
1
$
5
$
8
$
7
Reportable segment profit (loss) before tax for:
continuing operations
$
(139
)
$
-
$
(990
)
$
(388
)
$
(1,129
)
$
(388
)
discontinued operations
$
-
$
(183
)
$
-
$
-
$
-
$
(183
)
Material non-cash items in segment loss before tax:
Share-based payments expenses
-
$
-
$
98
$
18
$
98
$
18
Reportable segment assets
$
4,049
$
3,468
$
566
$
324
$
4,615
$
3,792
Capital expenditures
$
-
$
20
$
-
$
-
$
-
$
20
Additions to mineral properties
$
116
$
1,909
$
-
$
-
$
116
$
1,909
Reportable segment liabilities
$
(144
)
$
(15
)
$
(377
)
$
(446
)
$
(521
)
$
(461
)
(c) Geographical segments
During the year ended March 31, 2015, business activities took place in Sweden, Canada and South Africa and during the year ended March 31, 2014, business activities took place in Sweden, Canada, South Africa and Niger.
In presenting information based on the geographical segments, segment assets are based on the geographical location of the assets.
The following table presents segmented information on the Company's operations and net loss for the year ended March 31, 2015 and assets and liabilities as at March 31, 2015:
(In thousands of United States Dollars)
Canada
Sweden
South Africa
Total
Net loss
$
1,162
$
(33
)
$
-
$
1,129
Depreciation
$
8
$
-
$
-
$
8
Share-based payments
$
98
$
-
$
-
$
98
Total assets
$
566
$
1,106
$
2,943
$
4,615
Non-current assets
$
-
$
1,084
$
2,955
$
4,039
Liabilities
$
(377
)
$
(144
)
$
-
$
(521
)
The following table presents segmented information on the Company's operations and net loss for the year ended March 31, 2014 and assets and liabilities as at March 31, 2014:
(In thousands of United States Dollars)
Canada
Sweden
South Africa
Niger
Total
Net loss
$
388
$
-
$
-
$
183
$
571
Depreciation
$
6
$
-
$
-
$
1
$
7
Share-based payments
$
18
$
-
$
-
$
-
$
18
Total assets
$
423
$
1,426
$
1,942
$
1
$
3,792
Non-current assets
$
195
$
1,438
$
1,802
$
-
$
3,435
Liabilities
$
(446
)
$
-
$
-
$
(15
)
$
(461
)
21. Commitment
In February 2014, the Company signed a lease agreement with its majority shareholder, NWT, based on the square footage it uses in NWT's office space. The monthly rent is CAD1,850 through to March 31, 2015 and will be settled from time to time with NWT as URU's finances permit.
**ENDS**
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) 207 382 1100
Beaufort Securities Limited
(Joint Broker)
Andrew Gutmann
+ 44 (0) 207 382 8300
St Brides Partners Ltd
(Financial Public Relations)
Lottie Brocklehurst
+44 (0) 20 7236 1177
This information is provided by RNSThe company news service from the London Stock ExchangeENDFR URRARVKAKOAR
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