REG - URU Metals Limited - Interim Results
31/12/2021 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211231:nRSe1145Xa&default-theme=true
RNS Number : 1145X URU Metals Limited 31 December 2021
URU Metals Limited
("URU Metals" or "the Company")
Interim Results
URU Metals is pleased to announce its interim results for the period ended 30
September 2021.
Chairman's Statement
For the Period Ended 30 September 2021
I am pleased to present to our shareholders and stakeholders the consolidated
financial statements of the Group for the six months ended 30 September 2021.
In August 2021, URU successfully completed the disposal of the Zebediela
Nickel Project ("Project") to Zeb Nickel Corp. (TSX-V: ZBNI) and the Project
remains the primary focus of URU, through its 74.82% interest in Zeb Nickel
Corp. and URU's continuing role as the technical operator of the Project.
The long-term fundamentals for nickel sourced from Class I nickel sulphide
deposits remains good, based on the surging demand for nickel for batteries in
electric vehicles and other energy storage applications. On the back of these
excellent fundamentals, the Company looks forward to commencing with the 3,600
m diamond exploration drilling program, which is scheduled to commence in H2
2021. The aim of this program is to improve the confidence in the historical
NI43-101 compliant resource, as well as explore for higher grade nickel
sulphide mineralisation found in Critical Zone rocks which are located in the
footwall to the existing resource. The presence of Critical Zone rocks on the
Zebediela Project area is exciting; these Critical Zone rocks host the
Platinum Group Element and Nickel Copper mineralisation that is being
exploited at Anglo American's flagship Mogalakwena Mine, as well as Ivanhoe
Mines' Platreef Project, located immediately west of the Zebediela Project.
Good progress has been made on advancing the Mining Right application, and
all required documentation has been submitted to the South African Department
of Mineral Resources (DMRE). Consultation with Interested and Affected Parties
(I&AP's) continues, as the Company continues to build on its good
relationship with host communities and its "social license to operate".
Additionally, during the period ending 30 September 2021, the South African
Department of Mineral Resources ("DMRE") has accepted an application for a
Prospecting Right over ten portions of the farm Piet Potgietersrust Town and
Townlands 44 KS, totalling 246 hectares. The Prospecting Right under
application is immediately south of the Zebediela Project, and located
approximately 4 km east of Ivanhoe Mines Platreef Project, and approximately
20 km south of Anglo American Platinum's Mogalakwena Mine. A brief
Environmental Impact Assessment and a Final Environmental Report were
submitted and the Company is now awaiting for the DMRE to award the
Prospecting Right.
The Company looks forward to updating the market with news flow emanating from
the drilling program on Zebediela, as well as receiving a granted Mining Right
from the DMRE.
Jay Vieira
Non-executive Chairman
31 December 2021
Market Abuse Regulation (MAR) Disclosure
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
For further information, please contact:
URU Metals Limited
John Zorbas
(Chief Executive Officer)
+1 416 504 3978
SP Angel Corporate Finance LLP
(Nominated Adviser and Broker)
Ewan Leggat
+ 44 (0) 203 470 0470
URU METALS LIMITED
CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
PERIOD ENDED 30 SEPTEMBER 2021
(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.
URU Metals Limited
Condensed Consolidated Interim Statement of Comprehensive Income
For the Period Ended 30 September 2021
(Unaudited)
Six months Six months
ended ended
30 September 30 September
2021 2020
$'000 $'000
Administrative expenses (273) (302 )
Listing expense (521)
Operating loss before below items (794) (302 )
Loss on settlement of debt with share (note 9) - ) (1,508)
Net loss for the period (794) (1,810 )
Other comprehensive income
Items that will be reclassified subsequently to income
Effect of translation of foreign operations (277) 177
Other comprehensive income for the period (277) 177
Total comprehensive loss for the period (1,071 ) (1,633 )
Comprehensive loss attributable to :
Shareholders of the Company (867) (1,633)
Non-controlling interest (204) -
Total comprehensive loss (1,071) (1,633)
Basic and diluted net loss per share (USD cents) (0.53) (1.34 )
Weighted average number of common shares outstanding 1,646,691 1,347,591
The loss per share calculation relates to both continuing and total
operations.
The accompanying notes to the unaudited condensed consolidated interim
financial statements are an integral part of these statements.
URU Metals Limited
Condensed Consolidated Interim Statement of Financial Position
As at 30 September 2021
Unaudited
As at As at
30 September 31 March
2021 2021
$'000 $'000
ASSETS
Non-current assets
Intangible assets (note 7) 3,822 3,774
Total non-current assets 3,822 3,774
Current assets
Trade and other receivables (note 8) 123 95
Restricted cash (note 14) 746 -
Cash and cash equivalents 1,956 99
Total current assets 2,825 194
Total assets 6,647 3,968
EQUITY AND LIABILITIES
Equity
Share capital (note 11) 7,815 7,815
Share premium (note 11) 48,070 48,070
Non-controlling interest (note 10) 2,605 -
Other reserves (note 12) 1,316 1,586
Accumulated deficit (55,882 ) (55,222 )
Total equity 3,924 2,249
Current liabilities
Trade and other payables (note 13) 1,477 1,443
Due to related party (note 14) 746
Convertible loan note (note 9) 500 276
Total liabilities 2,723 1,719
Total equity and liabilities 6,647 3,968
The accompanying notes to the unaudited condensed consolidated interim
financial statements are an integral part of these statements.
Approved on behalf of the Board on 31 December 2021:
Jay Vieira, Non-executive Chairman
Kyle Appleby, Non-executive Director
URU Metals Limited
Condensed Consolidated Interim Statement of Cash Flows
For the Period Ended 30 September 2021
Unaudited
Six months Six months
ended ended
30 September 30 September
2021 2020
$'000 $'000
Cash flows from operating activities
Net loss for the period (794 ) (1,810 )
Adjustments for:
Depreciation - 7
Stock-based compensation 7 11
Interest expense and finance charges - 17
Accretion expense (26)
Listing expense 414 -
Loss on settlement of debt with shares - 1,508
Changes in non-cash working capital items:
Increase in receivables (28) 3 (12)
Increase in restricted Cash (746) -
Increase in trade and other payables 21 94
Net cash used in operating activities (1,152 ) (185 )
Investing activities
Purchase of intangible assets (141 ) (164 )
Cash obtained upon acquisition of subsidiary 146
Net cash used in investing activities 5 (164 )
Financing activities
Net proceeds from private placement 2,137 247
Proceeds from due to related party 746
Proceeds from exercise of stock options in subsidiary 55
Net proceeds from convertible debentures 250 250
Net cash generated by financing activities 3,188 497
Loss on exchange rate changes on cash and cash equivalents (184) 9
Net decrease in cash and cash equivalents 2,603 157
Cash and cash equivalents, beginning of period 99 66
Cash and cash equivalents, end of period 1,956 223
The accompanying notes to the unaudited condensed consolidated interim
financial statements are an integral part of these statements.
URU Metals Limited
Condensed Consolidated Interim Statement of Changes in Shareholders' Equity
30 September 2021
Unaudited
Equity attributable to shareholders
Equity Foreign
Share Share Portion of Convertible Share Option and Warrants Currency Translation Accumulated
Capital Premium Loan Note Reserve Reserve Deficit Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
At 31 March 2020 7,806 46,938 - 2,461 (1,376 ) (54,571 ) 1,258
Common shares issued in private placement, net of cost 2 235,294 232 - - - - 234
Fair value of warrants issued in private placement - (94) - 94 - - -
Common shares and warrants issued in settlement of debt 5 1,157 - 781 - - 1,943
Stock-based compensation - - - 11 - - 11
Equity portion of Convertible Loan Note - - 34 - - - 34
Net loss and comprehensive loss for the period - - - - 177 (1,810) (1,633 )
At 30 September 2020 7,813 48,233 34 3,347 (1,199) (56,381) 1,847 1
Share Share Share Option and Warrants Foreign Non-controlling Interest Accumulated
Currency Translation
Capital Premium Reserve Reserve Deficit Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000
At 31 March 2021 7,815 48,070 2,483 (897) - (55,222 ) 2,249
Acquisition of non-controlling interest in Zeb Nickel - 235,294 - - - 586 - 586
Increase of non-controlling interest through private placement in Zeb Nickel - - - - 2,137 - 2,137
Increase of non-controlling interest through exercise of stock options in Zeb - - - - 16 - 16
Nickel
Stock-based compensation - - 7 - - - 7
Net loss and comprehensive loss for the period - - - (277) (134) (660) (1,071)
At 30 September 2021 7,815 48,070 2,490 (1,174) 2,605 (55,882) 3,924
The accompanying notes to the unaudited condensed consolidated interim
financial statements are an integral part of these statements.
URU Metals Limited
Notes to Condensed Consolidated Interim Financial Statements
30 September 2021
Unaudited
1. General information
URU Metals Limited (the "Company"), 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
Suite 401, 4 King Street West, Toronto, Ontario, Canada, M5H 1A1.
The unaudited condensed consolidated interim financial statements of the Group
for the period ended 30 September 2021 comprise the Company and its
subsidiaries.
2. Nature of operations
During the six months ended 30 September 2021, the Group's principal business
activities were the exploration and development of mineral properties in South
Africa.
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 Group 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.
The Group 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 Group's projects and continue as
a going concern.
In August 2021, Blue Rhino Capital Corp. (renamed Zeb Nickel Corp.) completed
its acquisition of the Company's subsidiary, Zeb Nickel Company (Pty) Ltd.
("Zeb Nickel").
Immediately prior to completion of the acquisition Zeb Nickel completed a
consolidation of its issued and outstanding Common Shares on the basis of one
new post-consolidation Common Share for every 2.3 pre-consolidation Common
Shares (the "Consolidation"). The Consolidation reduced the number of
outstanding Common Shares from 5,400,000 to 2,347,826.
In connection with the completion of the transaction, Zeb Nickel completed a
private placement financing of 11,200,000 subscription receipts at price of
CAD$0.25 per receipt for gross proceeds of CAD$2,800,000. The proceeds from
the placement financing were released from escrow, following Zeb Nickel Corp.
receiving all applicable regulatory approvals and completing the transaction.
The Company now holds 41,000,000 Common Shares in Zeb Nickel Corp. through its
wholly owned subsidiary Floza Capital Management Limited representing
approximately 74.82% of the issued and outstanding Common Shares of Zeb Nickel
Corp.
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 31
December 2021, 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 31 March 2021. Any subsequent changes to IFRS that are given effect
in the Company's annual consolidated financial statements for the year ending
31 March 2022 could result in restatement of these unaudited condensed
consolidated interim financial statements.
(b) Adoption of new accounting policies
Non-controlling interest
The non-controlling interest, which represent the portion of net income and
net assets in subsidiaries that are not 100% owned by the Company, is reported
separately within equity in the consolidated statement of financial position.
For business combination including the non-controlling interest, the acquirer
measures the non-controlling interest in the acquire either at fair value or
at the proportionate share of the acquirer's identifiable net assets.
(c) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that
are not mandatory for the current period and have not been early adopted.
These standards are not expected to have a material impact on the Group in the
current or future reporting periods.
4. Financial risk management
The Group's Board of Directors monitors and manages the financial risks
relating to the operations of the Group. These include credit risk, liquidity
risk and market risk which includes 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 cash equivalents and trade 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 $1,956,000 (31 March 2021 ‑ $99,000), which represent the
maximum credit exposure on these assets. As at 30 September 2021, 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:
6 months
Carrying Contractual 6 months to 5
amount cash flows or less years
$'000 $'000 $'000 $'000
30 September 2021
Trade and other payables 1,477 1,477 1,477 -
Convertible loan note 500 500 - 500
Due to related party 746 746 746 -
31 March 2021
Trade and other payables 1,443 1,443 1,443 -
Convertible loan note 276 276 276
Market risk
Market risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the Group's 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.
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 South African Rand ("ZAR"), Swedish Krona ("SEK") 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:
USD ZAR GBP SEK CAD Total
$'000 $'000 $'000 $'000 $'000 $'000
30 September 2021
Cash and cash equivalents 17 - 18 - 1,921 1,956
Trade and other receivables - - - - 123 123
Trade and other payables (29) (107) (345 ) (71 ) (925 ) (1,477)
Convertible loan note (500) - - - - (500)
Due to related party (746) - - - - (746)
31 March 20201
Cash and cash equivalents 78 - 17 - 4 99
Trade and other receivables - - - - 95 95
Trade and other payables (25) (247) (423 ) (50 ) (698 ) (1,443 )
Convertible loan note (276) - - - - (276)
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
realise value through mineral project development, and invest substantially in
those joint ventures to advance asset development over the near term.
Market risks
Sensitivity analysis
A 10% strengthening of the USD against the following currencies at the year
end 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.
30 September 2021 30 September 2020
Equity Profit or loss Equity Profit or loss
$'000 $'000 $'000 $'000
USD - 126 - -
GBP - 33 - 45
CAD - (187) - 49
ZAR - 11 - 22
SEK - 7 - 5
5. Capital risk management
The Group includes its share capital, share premium, reserves and accumulated
deficit as capital. The Group's objective is to maintain a flexible capital
structure which optimises the costs of capital at an acceptable risk. In light
of economic changes and with the risk characteristics of the underlying
assets, the Group manages the capital structure and makes adjustments to it.
As the Group has no cash flow from operations and in order to maintain or
adjust the capital structure, the Group may issue new shares, issue debt
and/or find a strategic partner. The Group is not subject to externally
imposed capital requirements.
The Group prepares annual expenditure budgets to facilitate the management of
its capital requirements and updates them as necessary depending on various
factors such as capital deployment and general industry conditions. During the
six months ended 30 September 2021 there were no changes in the Group's
approach to capital management.
6. Earnings per Share
The calculation of basic and diluted earnings per share is based on the result
attributable to shareholders divided by the weighted average number of
ordinary shares in issue in the year.
Basic earnings per share amounts are calculated by dividing net loss for the
year attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the year.
The Company has potentially issuable shares which relate to share options
issued to directors and third parties. In the six months ended 30 September
2020 and 30 September 2019 none of the options had a dilutive effect on the
loss.
Six months Six months
ended ended
30 September 30 September
2021 2020
Loss used in calculating basic and diluted earnings per share ($'000) (794) (1,810)
Number of shares
Weighted average number of shares for the purpose of basic earnings per share 1,646,691 1,347,591
Weighted average number of shares for the purpose of diluted earnings per 1,646,691 1,347,591
share
Basic loss per share (US dollars) (0.53) (1.34)
Diluted loss per share (US dollars) (0.53) (1.34)
7. Intangible assets
Exploration costs
COST $'000
At 31 March 2021 6,560
Additions 141
Foreign exchange (129)
At 30 September 2021 6,572
ACCUMULATED AMORTISATION AND IMPAIRMENT $'000
At 31 March 2021 2,786
Foreign exchange (36)
At 30 September 2021 2,750
CARRYING VALUE $'000
At 31 March 2021 3,774
At 30 September 2021 3,822
South African Projects
In November 2013, the Group acquired (i) a 100% interest in Southern Africa
Nickel Limited ("SAN Ltd.") which had been the Group's joint venture partner
since 2010 on the Zebediela Nickel Project and (ii) a 50% interest in the
Burgersfort Project. 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 title to the Zebediela licences through its
subsidiary, UML. With the Group's acquisition of SAN Ltd., the SAN-URU joint
venture was dissolved, and San Ltd. obtained ownership of the JV's 50%
interest in the Burgersfort Project with BSC Resources as the other party to
the agreement. On 10 April 2014, SAN Ltd. and UMH agreed that SAN Ltd. would
purchase 100% of Umnex Minerals Limpopo Pty ("UML") from UMH for consideration
of 33,194,181 new Group 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 adjacent prospecting
rights in the Limpopo Province of South Africa. All three rights are now held
by Lesego Platinum Uitloop Pty ("LPU"), which in turn is 100% owned by UML and
which in turn is 100% owned by Zeb Nickel Company (Pty) Ltd. from 6 November
2020.
All three rights are currently compliant with minimum expenditure obligations,
annual report submissions, annual prospecting fees, and submitted prospecting
work programs. Under the terms of the acquisition agreement, UMH is permitted
to return the shares and take back the licences should the Group:
• 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
As at 30 September 2021, the "general and project expenditure obligations" and
the "minimum statutory expenditure obligations" of the general and project
expenditure obligations had not been determined.
Additionally, conditional consideration of 12,000 free-trading shares is
payable if either 1) a transaction is consummated by the Group 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 DMRE in
respect of some or all of the rights, or 3) an effective change of control of
the Group occurs. As at 31 March 2021 none of the above conditions have
occurred.
On 19 April 2017, the Group entered into a Corporate and Management Services
Agreement (the "Agreement") with UMH. As per the Agreement, UMH shall provide
to UML services including project management, coordination of mining rights
application, mineral rights management, finance and accounting, technical,
metallurgical, engineering and geological services and corporate finance and
capital raising. In exchange of the services, UMH will earning the following
fees:
1. Once the Bankable Feasibility Study commences a monthly retainer of
ZAR150,000 until then a monthly retainer of ZAR75,000 will be paid;
2. First right of offer for technical, metallurgical, engineering and
geological services at market related pricing;
3. Capital raising and corporate finance fees of 5% of the transaction
value of capital raised through UMH sources;
4. UMH will be issued a 1.5% royalty on all revenue generated from the
Zebediela project. 1% of the royalty can be purchased back by the Company or
its successor for the amount of $2 million provided that the Company exercises
this right within 24 months of the Mining Right being issued by the Department
of Mineral Resources of South Africa.
On 4 December 2018 the Company announced that the DMRE had formally approved
and executed the renewal of the primary prospecting right. The right will
expire on 2 December 2021.
On 19 February 2020, the DMRE formally accepted the Final Scoping Report and
granted approval for the Environmental Impact Assessment (EIA) phase to
proceed. An extension was granted on 28 August 2020 for the delays caused by
the COVID-19 lockdown measures.
On 18 January 2021, the DMRE formally acknowledged receipt of the EIA which
was formally submitted on 15 January 2021.
8. Trade and other receivables
30 September 31 March
2021 2021
$'000 $'000
Other receivables 123 95
9. Convertible loan note
On 6 May 2020, the Company issued a convertible loan note ("Convertible Loan
Note") for $250,000 to Boothbay Absolute Return Strategies LP ("Boothbay").
The Convertible Loan Note can be increased to $500,000 prior to the maturity
of the Loan Note on 31 May 2021 or such later date as the Company may in its
sole discretion determine. The Convertible Loan Note is unsecured, bears no
interest and is convertible at the lower of:
(i) a voluntary conversion price triggered on serving a
conversion notice (being 85 pence per share for a period of 90 days from the
date of the Loan Note ("Notice Period); and following expiry of the 90 day
period, a 35% discount to the Volume Weighted Average Price ("VWAP") per share
in the 5 trading days prior to the noteholder serving a conversion notice);
(ii) on an equity fund raising of not less than US$5
million (excluding a Loan Note conversion), a 35% discount to the price per
share paid by investors on such a fund raising;
(iii) on a share sale (meaning a sale of Ordinary Shares
giving control of the Company, whether for cash and/or by way of exchange for
shares in another company and/or for other consideration, and whether or not
control of the Company changes as a result of such transaction), a 35 per
cent. discount to the price per share paid on the share sale; or
(iv) if there is no conversion notice served, fund raising or
share sale prior to the maturity date, at a 35% discount to the VWAP per
share in the 5 trading days prior to the maturity date.
On 6 August 2020, the Company extended the Notice Period relating to the
Convertible Loan Note, as previously announced on 6 May 2020, for a further 90
days with effect from 6 August 2020.
On 4 November 2020, the Company extended the notice period relating to the
Convertible Loan Note, as previously announced on 6 May 2020 and extended on 6
August 2020, for a further 90 days with effect from 4 November 2020.
On 26 May 2021 the Company increased the Convertible Loan Note to $500,000 and
extended the notice period relating to the Convertible Loan Note, as
previously announced on 6 May 2020 and extended on 6 August 2020 and 4
November 2020, to 31 May 2022.
10. Reverse take-over (RTO) and non-controlling interest
On August 1, 2021, Blue Rhino Capital Corp. ("Blue Rhino") (renamed Zeb Nickel
Corp.), a Capital Pool Company incorporated under the Business Corporations
Act (British Columbia) completed its acquisition of the Company's subsidiary,
"Zeb Nickel" by way of issuing 41,000,000 common shares of Blue Rhino ("The
Transaction"). As a result, the shareholders of Zeb Nickel acquired control of
Blue Rhino, thereby constituting an RTO. The Transaction is considered a
purchase of the Company's net assets by the Zeb Nickel shareholders. The
Transaction is accounted for in accordance with guidance with provided in IFRS
2, Share-Based Payment as the Company did not qualify as a business according
to the definition in IFRS 3, Business Combinations. For RTO accounting
purposes, the Transaction is recognized as if Zeb Nickel had proceeded to
issue the Blue Rhino's shares outstanding before the Transaction in exchange
for the net assets acquired. The fair value of the 2,347,828 common shares of
the Company was determined to be $0.25 per common share, based on the fair
value at August 1, 2021.
Consideration paid $
Fair value of Blue Rhino common shares, agent warrants and stock options
536
Identifiable assets acquired $
Cash 146
Trade and other payables (13)
Net assets acquired 133
Unidentified assets acquired
Share listing expense 403
Total net identifiable assets and share listing costs 536
The Company recorded the fair value of consideration for acquisition of Blue
Rhino as non-controlling interest. The continuity of non-controlling interest
is as follows:
Amount ($)
As at 31 March 2021 -
RTO of Blue Rhino 536
Shares issued for finder's fees in the RTO 50
Private placement in Zeb Nickel 2,137
Increase of NCI due to exercise of stock options in Zeb Nickel
16
Loss attributable to NCI shareholders during the period (134)
As at 30 September 2021 2,605
11. Share capital and share premium
Number of
shares Share capital Share premium Total
$'000 $'000 $'000
At 31 March 2021 1,646,691 7,815 48,070 55,885
At 30 September 2021 1,646,691 7,815 48,070 55,885
Issued shares
All issued shares are fully paid up.
Authorized: unlimited number of common shares. There are no preferences or
restrictions attached to any classes of common shares.
Unissued shares
In terms of the BVI Business Companies Act, any unissued shares are under the
control of the Directors.
Dividends
Dividends declared and paid by the Group were $nil for the year ended 30
September 2020 (30 September 2019 - $nil).
12. Reserves
(a) Share option and warrants reserve
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 30 September 2021 and 31 March
2021.
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.
No stock options were granted during the six months ended 30 September 2021.
(i) Reconciliation of share options outstanding as at 30 September 2021:
Weighted Number of
average options Number
Exercise prices (£) remaining life (years) outstanding exercisable
0.60 0.65 15,050 15,050
0.90 0.65 15,150 15,150
0.75 0.65 30,200 30,200
The inputs into the Black Scholes option pricing model for the options granted
are as follows:
April 2017 April 2017 October 2020
Exercise price (£) 60 90 49
Expected volatility 92.88% 92.88% 54.9%
Expected life 5 years 5 years 10 years
Risk-free interest rate 0.91% 0.91% 3.16%
Expected dividends 0.0% 0.0% 0.0%
(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 (£)
At 31 March 2021 and 30 September 2021 30,200 75
The following is a continuity of the Group's warrants granted under its Share
Incentive Scheme.
Weighted
average
Number exercise price
of options per share (£)
At 31 March 2021 705,882 0.85
At 30 September 2021 705,882 0.85
Reconciliation of warrants outstanding as at 30 September 2021:
Weighted Number of
average warrants Number
Exercise price (£) remaining life (years) outstanding exercisable
0.85 0.60 705,882 705,882
(b) Foreign Currency Translation Reserve
The Foreign Currency Translation Reserve represents foreign currency
differences recognised directly in other comprehensive income when assets and
liabilities of foreign operations are translated to the Group's presentational
currency at exchange rates at the reporting date and income and expenses are
translated to the Group's presentational currency at average exchange rates.
13. Trade and other payables
As at As at
30 September 31 March
2021 2021
$'000 $'000
Other payables 680 435
Accruals 797 1,008
1,477 1,443
14. Related party transactions
(a) Transactions with key management personnel
During the six months ended 30 September 2021, nil (six months ended 30
September 2020 ‑ nil) share options were granted to key management personnel
as defined by IAS 24 'Related party disclosures'. Key management personnel
include J. Peng, a senior employee of Marrelli Support Services Inc. (MSSI), a
company which provides financial accounting services to the Group. Below is
the listing of the stock options held by key management personnel and the
share expire on 19 April 2022.
The following share options, granted to current and past directors and
management, were outstanding as at 30 September 2021.
Number of
options Expiry
Directors/officers Exercise price (£) outstanding date
Directors
J. Zorbas 60 5,000 19 April 2022
J. Zorbas 90 5,000 19 April 2022
J. Vieira 60 2,600 19 April 2022
J. Vieira 90 2,600 19 April 2022
Management
J. Peng 60 1,000 19 April 2022
J. Peng 90 1,000 19 April 2022
Former directors
D. Subotic 60 2,600 19 April 2022
D. Subotic 60 2,600 19 April 2022
H. Kloepper 60 1,000 19 April 2022
H. Kloepper 90 1,000 19 April 2022
(b) Directors' remuneration
Six months Six months
ended ended
30 September 30 September
2021 2020
$'000 $'000
Fees for services as director 17 16
Basic salary 96 90
Total 113 106
Included in trade and other payables in note 14 are amounts accrued in respect
of director fees and salary of directors' of the Company in the year totalling
$697,000 (31 March 2021: $579,000) being amounts due to J.Zorbas ($627,000 (
31 March 2021: $526,000)); J Vieira ($45,000, (31 March 2021:$36,000)); and K.
Appleby ($26,000 (31 March 2021: $17,000)).
John Zorbas entered into a non-binding agreement with URU on 16 June 2021 and
advanced the Company CAD 950,000 in cash, to be held in escrow or as
restricted cash ("Restricted Cash") on 17 June 2021, pending formal agreements
being entered into between Mr Zorbas and URU. The Restricted Cash was provided
as a contingency fund to be used by URU in the event that the disposal of the
Company's interest in the Zebediela nickel project was not completed or not
completed within the timescale originally anticipated (see the RNS
announcement of 3 March 2021 for details relating to the disposal of the
Zebediela nickel project). As at 30 September 2021, the Company owed USD
$746,000 to J. Zorbas. The amount was due on demand and none interest bearing.
The amount has been presented as restricted cash as at 30 September 2021.
Subsequent to 30 September 2021, in regards to the "Restricted Cash" the
Company on 22 December entered into a formal agreement with John Zorbas
("Loan Agreement"), the CEO of URU, for the provision of a loan of USD
$746,000 ("Loan"). No interest is due from the Company in connection with the
Loan, it is unsecured and no fee is payable to Mr Zorbas. The loan is
repayable upon 30 days notice.
The provision of Restricted Cash and the subsequent Loan Agreement
constitutes a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies. Accordingly, the board of URU, with the exception of John
Zorbas, having consulted with SP Angel, the Company's nominated adviser,
consider that the terms of the provision of Restricted Cash and subsequent
Loan Agreement are fair and reasonable insofar as its shareholders are
concerned.
15. Segmental 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 in the 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 licences and exploring these licence 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 during the periods ended 30 September 2021 and
2020.
There are varying levels of integration between the Exploration and Corporate
Office reportable segments. This integration includes shared administration
and procurement services.
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 the periods ended 30 September 2021 and 2020 consisted of funding
advanced from Corporate Office to Exploration.
(b) Operating segments
Exploration Corporate office Total
2021 2020 2021 2020 2021 2020
Six months ended 30 September $'000 $'000 $'000 $'000 $'000 $'000
Depreciation - (7 ) - - - (7 )
Reportable segment loss before tax - (7 ) (794 ) (1,803 ) (794 ) (1,810 )
Exploration Corporate office Total
As at 30 September 2021 2020 2021 2020 2021 2020
$'000 $'000 $'000 $'000 $'000 $'000
Reportable segment assets 2,825 3,055 3,822 336 6,647 3,391
Reportable segment liabilities (11 ) (11 ) (2,712 ) (1,533 ) (2,723 ) (1,544 )
(c) Geographical segments
During the period ended 30 September 2021 and 2020, business activities took
place in Canada and South Africa. In presenting information based on the
geographical segments, segment assets are based on the physical location of
the assets.
The following table presents segmented information on the Group's operations
and loss for the period ended 30 September 2021 and assets and liabilities as
at 30 September 2020:
Canada Sweden South Africa Total
$'000 $'000 $'000 $'000
Net loss (794 ) - - (794 )
Total assets 2,825 - 3,822 6,647
Non-current assets - - 3,822 3,822
Liabilities (2,712 ) (11 ) - (2,723 )
The following table presents segmented information on the Company's operations
and net loss for the period ended 30 September 2021 and assets and liabilities
as at 30 September 2020:
Canada Sweden South Africa Total
$'000 $'000 $'000 $'000
Net loss (1,803 ) - (7 ) (1,810 )
Total assets 336 - 3,055 3,391
Non-current assets 41 - 3,055 3,096
Liabilities (1,533 ) (11 ) - (1,544 )
16. Contingent liabilities
The Group is subject to the conditional consideration in respect of the
acquisition of UML as detailed in note 7.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IR FFFLFFALIVILRecent news on URU Metals
See all newsREG - URU Metals Limited - Results of shareholder analysis
AnnouncementREG - URU Metals Limited - Result of AGM
AnnouncementREG - URU Metals Limited - Extension of Convertible Loan Maturity Date
AnnouncementREG - URU Metals Limited - Notice of AGM & Board Changes
AnnouncementREG - URU Metals Limited - Results of shareholder analysis
Announcement