Orsu Metals Corporation ("Orsu" or the "Company" or the "Group"), the dual
listed (TSX:OSU)(AIM:OSU) London-based precious and base metals exploration and
development company today reports its unaudited results for the period ended
September 30, 2011.
A full Management's Discussion and Analysis of the results for the period ended
September 30, 2011 ("MD&A") and Consolidated Financial Statements ("Financials")
will soon be available on the Company's profile on SEDAR (www.sedar.com) or on
the Company's website (www.orsumetals.com). Copies of the MD&A and Financials
can be also be obtained upon request to the Company Secretary.
The Financials for the interim period ended September 30, 2011 have been
prepared in accordance with International Financial Reporting Standards
("IFRS").
All amounts are reported in United States Dollars unless otherwise indicated.
Canadian Dollars are referred to herein as CAD$ and British Pounds Sterling are
referred to as GBP.
The following information has been extracted from the MD&A and the Financials.
Reference should be made to the complete text of the MD&A and the Financials.
BUSINESS REVIEW OF THE THREE MONTHS ENDED SEPTEMBER 30, 2011
For the three months ended September 30, 2011 the Company continued to focus on
its principle exploration project, the Karchiga Project and raised additional
funds totalling $6.83 million:
-- The Company received the assay results from the central oxide/
transitional drilling program (the "Karchiga Central Oxide") and the
infill drilling program of the North East sulphide (the "Karchiga North
East Sulphide") undertaken between June to September 2011. The positive
results obtained from the Karchiga Central Oxide means that it will now
be included into the definitive feasibility study (the "Karchiga
Definitive Feasibility Study") for the Karchiga Project due in December
2011. In addition, the Karchiga North East Sulphide programme carried
out on the North East Ore body of the Karchiga Project when remodelled
will increase the total tonnage in the indicated resource category which
will form the basis for the economic modelling.
-- The Company received an aggregate of US$6.83 million in cash in
September 2011: $5.5 million in cash from the Open Joint Stock Company
Polymetal ("Polymetal") as early and final settlement of its outstanding
deferred consideration entitlement (the "Deferred Consideration
Agreement"), pursuant to the sale and purchase agreement dated June 13,
2009 (the "SPA"), relating to the sale of the Varvarinskoye gold-copper
project in Kazakhstan (the "Varvarinskoye Project"): a further $1.33
million in cash was received following an agreement between its fifty
five per cent (55%) owned subsidiary Lisburne Holdings Limited
("Lisburne") and the Tasbulat Oil Corporation LLP ("Tasbulat"),
Kazakhstan, for the early and final settlement of Lisburne's oil royalty
entitlement pursuant to the oil royalty agreement dated September 2,
1999 between Lisburne and Tasbulat (the "Tasbulat Oil Royalty
Agreement").
For the three months ended September 30, 2011 the Company reported a net loss of
$2.7 million.
QUARTER HIGHLIGHTS
-- July 2011 - the Company announced the commencement of 1,700m infill
drilling of the Karchiga Central Oxide and an additional 2,000m infill
drilling of the Karchiga North East Sulphide as part of the ongoing
definitive feasibility study for the Karchiga Definitive Feasibility
Study.
-- July 2011 - the Company announced that it has entered into the Deferred
Consideration Agreement, with Polymetal to receive $5.5 million in cash
by the end of September 2011 as early and final settlement of its
outstanding deferred consideration entitlement, pursuant to the terms
SPA.
-- September 2011 - the Company announced the on-schedule completion of
1,786m (46 holes) infill drilling of the Karchiga Central Oxide and an
additional 2,278m (26 holes) infill drilling of the Karchiga North East
Sulphide.
-- September 2011 - the Company announced that it had received an aggregate
of US$6.83 million in cash, consisting of US$5.5 million in cash from
Polymetal pursuant to the Deferred Consideration Agreement and US$1.33
million in cash following for the Tasbulat Oil Royalty Agreement.
-- September 2011 - the Company announced that it had received all final
assay results from its 2011 infill drilling programme in the Karchiga
Central Oxide and Karchiga North East Sulphide at its Karchiga Project.
OPERATIONAL REVIEW
The Company's principal and most advanced exploration project is the property
comprising a 47.3km2 licence area in eastern Kazakhstan containing the Karchiga
volcanogenic massive sulphide ("VMS") deposit (the "Karchiga Project"), which is
part of the Rudny Altai polymetallic belt. The Company's other principal
exploration asset is its property in northwest Kyrgyzstan, which is comprised of
four licence areas within the Tien Shan gold belt: the Taldybulak, Barkol,
Korgontash and Kentash licences (collectively, the "Talas Project").
Approximately 100km to the south west of the Talas Project is the
Akdjol-Tokhtazan licence area comprising the Akdjol and Tokhtazan licences (the
"Akdjol-Tokhtazan Project").
KARCHIGA COPPER PROJECT, KAZAKHSTAN
2011 Exploration Programme
In April 2011 the Company received positive metallurgical test work results on
both the Karchiga Central Oxide and Karchiga North East Sulphide mineralization
of the Karchiga Project. Subsequently in May 2011, the Company released an
updated pit constrained mineral resource estimate as part of the ongoing
Karchiga Definitive Feasibility Study prepared by SRK Consulting (UK) Limited
("SRK") (the "SRK 2011 Mineral Resource Estimate") which showed an increased
(pit constrained) mineral resource estimate from the previously reported pit
constrained mineral resource estimate (the "Karchiga Scoping Study") prepared by
Micon International co Limited ("Micon") in May 2010. Details of both the SRK
2011 Mineral Resource Estimate and the Karchiga Scoping Study can be found in
the Company's MD&A under "Operational review - Karchiga Copper Project,
Kazakhstan" or under the company's profile on SEDAR at www.sedar.com.
In light of the positive heap leach metallurgical test work results for the
Karchiga Central Oxide the Company believes there is the potential for including
the Karchiga Central Oxide material into the Karchiga Definitive Feasibility
Study. The infill sulphide drilling program completed on the Karchiga North East
Sulphide will also allow the Company to increase the total indicated tonnage by
upgrading sections which were previously categorized as inferred.
2011 Metallurgical test work results
The table below shows results from locked cycle tests performed on the Central
and North East Composites from the Central and North East lodes, respectively,
and the respective potential pits of the Karchiga deposit. The Central Composite
is a blend of 15% massive and 85% disseminated mineralization, whereas the North
East Composite is a blend of 25% massive and 75% disseminated mineralization.
Locked cycle test for the Central and North East Composites:
---------------------------------------------------------------------------
Lode % Cu % Zn
% Mass of Grade in Grade in g/t Au
Mineral Concen Concen in Concen % Cu % Zn % Au
-ization -trate -trate -trate Recovery Recovery Recovery
---------------------------------------------------------------------------
Central 10.34 24.15 1.28 0.34 96.20 73.97 28.18
---------------------------------------------------------------------------
North
East 9.98 21.60 7.20 1.65 91.59 86.93 54.95
---------------------------------------------------------------------------
Comparison with previous Pit-Constrained Estimates
The table below shows a comparison between the SRK 2011 Mineral Resource
Estimates and previously reported mineral resource estimates in the Karchiga
Scoping Study, both pit-constrained. The cut-off grade of 0.34% copper used in
the mineral resource estimates in the Karchiga Scoping Study was back-calculated
based on the economic parameters used in the Karchiga Scoping Study and shown in
the table below. It should be noted that the SRK 2011 Mineral Resource Estimates
are reported without dilution and loss, while the mineral resource estimates
contained in the Karchiga Scoping Study were reported allowing for 5% mining
loss and 5% mining dilution.
Comparison of Pit-Constrained Mineral Resource Estimates for the Karchiga Project:
----------------------------------------------------------------------------
Indicated Mineral Resources
----------------------------------------------------------------------------
Estimate Effective Cut-off Lode Type Tonnes Grade Metal Metal
Date Cu (%) (Mt) Cu (%) Cu (t) Cu (Mlb)
----------------------------------------------------------------------------
Central &
May 6, North
SRK 2011 2011 0.34 East Sulphide 7.1 1.85 131,789 290.5
----------------------------------------------------------------------------
Central &
Micon May 25, North
2010 2010 0.34 East Sulphide 6.5 1.97 127,804 281.7
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Inferred Mineral Resources
----------------------------------------------------------------------------
Estimate Effective Cut-off Lode Type Tonnes Grade Metal Metal
Date Cu (%) (Mt) Cu (%) Cu (t) Cu (Mlb)
----------------------------------------------------------------------------
May 6, North
SRK 2011 2011 0.34 East Sulphide 1.2 1.68 19,849 43.8
----------------------------------------------------------------------------
Micon May 25, North
2010 2010 0.34 East Sulphide 1.1 1.71 18,810 41.5
----------------------------------------------------------------------------
Additional 2011 Oxide Drilling Programme
In light of the positive heap leach metallurgical test results for the oxide
mineral resources the Company believes there is the potential for including the
Karchiga Central Oxide into the Karchiga Definitive Feasibility Study and for
upgrading the inferred mineral resource estimate into an indicated mineral
resource estimate for the Karchiga North East Sulphide, which is expected to
maximize the additional value from the Karchiga Project.
In July 2011, the Company announced the commencement of a 1,700 m drilling
programme at the Karchiga Central Oxide. As reported by the Company in the
Karchiga Technical Report on March 22, 2010, the Karchiga Central Oxide has an
indicated mineral resource of 0.93Mt of mineralization (at 0.5% Cu cut-off)
grading 1.39% Cu and containing 12,868 t Cu. However, due to a relatively small
tonnage, the Karchiga Central Oxide mineral resource estimate was not included
in the economic evaluations contained in the Karchiga Scoping Study. The
Karchiga Scoping Study proposed that the mineralized oxide material be mined as
waste material during the first years of operation at the Central lode to allow
access to its sulphide material. However, taking into account current copper
prices and the positive results of the recent metallurgy test work, the Company
believes that there is potential for the Karchiga Central Oxide material to be
treated economically via heap leaching, and therefore potentially representing
an important uplift in the economic value of the Karchiga Project. As a result
of the inclusion of the oxide mineralization, the Company expects the Karchiga
Definitive Feasibility Study to be completed in December 2011.
This Karchiga Central Oxide mineral resource estimate also included part of the
1 to 2 m thick transition zone of secondary sulphides (with chalcocite,
covellite and native copper), located between the primary sulphide
(chalcopyrite, pyrrhotite, pyrite) and oxide (malachite, chrysocolla, native
copper) mineralization. Due to its insignificant thickness, the transition zone
was not modelled as a separate mineralized body in previous mineral resource
estimates for the Karchiga deposit. Based on the distribution of the greater
than 50% acid soluble copper, the top part of the transition zone was included
into oxide mineralization, whereas the bottom portion was estimated as part of
the sulphide mineralization. Additionally, the results of the most recent
metallurgical test work announced by the Company (see the Company's
press-release dated April 28, 2011) indicated that acid leaching of a blend of
oxide and transitional secondary sulphide achieved 68% Cu recovery.
As announced in the Company's September 29, 2011 press release, the 2011 infill
1,786m (46 holes) in the Karchiga Central Oxide revealed better than expected
continuity and much greater thickness and grade of the transition zone than was
previously estimated.
The diagram below shows the principal relationships between the oxide,
transition and primary sulphide zones in the Central lode of the Karchiga
deposit (full details can be found in the Company's MD&A under "Operational
Review - Karchiga copper project, Kazakhstan"). Dashed blue line shows schematic
position of the dividing line between heap leachable and floatable sulphides
from the transition zone. The area above the 50% acid soluble Cu line is
potentially amenable to heap leaching.
To view the diagram of the Karchiga deposit, please visit the following link:
http://media3.marketwire.com/docs/kco-fig1.pdf
Below are the best grade intercepts obtained from the drilling in the Karchiga
Central Oxide (a full table of all the intercepts can be found in the Company's
MD&A in Table 13 of the "Operational review - Karchiga Copper Project,
Kazakhstan"):
-- 1.7m grading 7.43% Cu (Hole KGDD11-161);
-- 3.55m grading 6.61% Cu (Hole KGDD11-165);
-- 5.4m grading 5.00% Cu (Hole KGDD11-168);
-- 1.9m grading 33.00% Cu (Hole KGDD11-170);
-- 8.25m grading 2.66% Cu (Hole KGDD11-171);
-- 8.0m grading 3.90% Cu (Hole KGDD11-173);
-- 4.55m grading 1.75% Cu (Hole KGDD11-176);
-- 10.5m grading 3.94% Cu (Hole KGDD11-181);
-- 2.4m grading 23.60% Cu (Hole KGDD11-182);
-- 4.5m grading 6.43% Cu (Hole KGDD11-183);
-- 7.4m grading 4.18% Cu (Hole KGDD11-189);
-- 1.65m grading 5.81% Cu (Hole KGDD11-190);
-- 4.4m grading 4.86% Cu (Hole KGDD11-192);
-- 16.2m grading 7.22% Cu (Hole KGDD11-198);
-- 24.8m grading 2.86% Cu (Hole KGDD11-200).
Additional 2011 Sulphide Infill Drilling Programme
A 2,000m infill drilling programme in the Karchiga North East Sulphide was
commenced in July, 2011 and aimed to convert between 0.5Mt and 1Mt of sulphide
mineralization from inferred to indicated mineral resource categories. On
September 1, 2011, the Company reported completion of 2,278m (26 holes) infill
drilling of the Karchiga North East Sulphide and on September 29, 2011,
announced all final assay results from this programme.
Assays on samples collected from the North East lode sulphide infill drill core
returned results, which are generally as the Company had anticipated and can be
seen in Table 14 in the Company's MD&A under the "Operational review - Karchiga
Copper Project, Kazakhstan".
Milestones for the Karchiga Project
The milestones for the Karchiga Definitive Feasibility Study are expected to be:
-- Q2 2011 - finalisation of the metallurgical flow sheet (completed);
-- Q2 2011 - updated NI 43-101 mineral resource, incorporating 2010
drilling results (completed);
-- Q3 2011 - finalisation of metallurgical flow sheet for oxide heap
leaching (completed);
-- Q3 2011 - completion of oxide and sulphide drilling programmes
(completed);
-- Q4 2011 - completion of geological remodelling with the inclusion of the
results from the new drilling;
-- Q4 2011 - start of detailed mine design;
-- Q4 2011 - completion of the locally commissioned Kazakh Feasibility
Study and submission for approval;
-- Q4 2011 - review of the Karchiga Project financing options;
-- Q4 2011 - completion of the Karchiga Definitive Feasibility Study;
-- Q1 2012 - approval of the Kazakh Definitive Feasibility Study and;
-- Q2 2012 - start of construction.
TALAS COPPER-GOLD-MOLYBDENUM PROJECT, KYRGYZSTAN
Exploration Programme
Pursuant to the joint venture agreement dated December 3, 2008, as amended on
August 14, 2009, between the Company, Gold Fields Orogen Holding BVI ("Gold
Fields"), Lero, Kami Associates Limited (the "JV Company") and Talas Copper Gold
LLC ("TCG") (the "JV Agreement"), Gold Fields is the project operator for the
Talas Project. Pursuant to the JV Agreement Gold Fields has a 60% interest in
the Talas Project and is the project operator and the Company retains a 40%
interest in the Talas Project.
For the Talas Project, Orsu and Gold Fields have approved a 2011 exploration
programme and expenditure budget of $3.6 million. As per the terms of the JV
Agreement, the Company is required to fund its 40% pro rata share of
approximately $1.4 million. The majority of the licence expenditures are
expected to be incurred in connection with environmental, social, metallurgical
and resource studies, as well as a ground magnetic survey at the Taldybulak
licence. As at September 30, 2011 the Company had contributed $611,000 of its
40% share of expenditure.
AKDJOL-TOKHTAZAN PROJECT, KYRGYZSTAN
2011 update on progress of the Akdol-Tokhtazan Project
In July 2011, the Company initiated a ground magnetic survey programme at the
Akdjol-Tokhtazan Project. The programme is designed to complete mapping of the
magnetic anomalies in both the Akdjol and Tokhtazan licenses. In September 2011,
the Company received preliminary results of the ground magnetic survey, which
are currently being processed. The results are expected to help in
interpretation of structural controls of gold mineralisation in the project
area.
The Company mobilized drilling equipment in September 2011 and began a drilling
programme consisting of 2,200 m of drilling at the Tokhtazan licence and 600 m
of drilling at the Akdjol licence which is expected to be completed by the end
of the year. In order to complete the planned drilling programme the Company has
estimated potential drilling costs of $659K for the Tokhtazan licence and $91K
for the Akdjol licence to meet the obligations which will be funded from the
Company's available funds.
FINANCIAL RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
For the three months ended September 30, 2011 the Company recorded a net loss of
$2.7 million.
The net loss of $2.7 million consisted of administrative costs of $1.1 million,
legal and professional expenses of $0.3 million, exploration costs of $1.7
million, a stock-based compensation charge of $0.3 million, the Company's share
of the Talas Joint Venture losses of $0.3 and $0.1 million net foreign exchange
losses partially offset by a net gain on settlement of the Tasbulat Oil Royalty
Agreement of $0.9 million and unrealized derivative gains of $0.2 million.
In September 2011, the Company received $1.3 million cash per the Tasbulat Oil
Royalty Agreement. The Company had previously recorded as long term other assets
a brought forward value of its outstanding oil interest of $0.4 million.
Following the receipt of the outstanding oil interests of $1.3 million the
Company recognised net income of $0.9 million for the three months ended
September 30, 2011.
In respect of the Company's cash flows, cash and cash equivalents decreased by
$5.6 million in the nine months to September 30, 2011. The decrease of $5.6
million for the nine months to September 30, 2011 was due primarily to the
Karchiga Acquisition for approximately $6.2 million, exploration expenditure
primarily for the Karchiga Project of $3.4 million, corporate expenditure of
$4.0 million and Orsu's pro-rata funding for the Talas Project of $0.6 million,
partially offset by deferred consideration received of $7.0 million and
settlement from the Tasbulat Oil Royalty Agreement of $1.6 million (full details
can be found in the Company's MD&A under "Financial Review").
FINANCIAL POSITION AS AT SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
As at September 30, 2011, the Company's net assets were $35.4 million, compared
with $40.4 million as at December 31, 2010, of which $14.0 million consisted of
cash and cash equivalents ($19.6 million as at December 31, 2010).
The decrease of $5.0 million was due to the payment of $6.2 million for the
Karchiga Acquisition, the Company's 40% share of losses in the Talas Joint
Venture of $0.7 million and corporate and exploration expenditure of $7.4
million partially offset by a $6.1 million decrease in derivative warrant
liabilities, deferred consideration income of $1.9 million and income from the
Tasbulat Oil Royalty Agreement of $1.3 million.
A summary of the carrying value of the Company's equity investment in the Talas
Joint Venture as at September 30, 2011 is set out below:
$000s
Fair value of equity investment as at January 1, 2011 10,221
Funding provided by the Company during the six months ended
September 30, 2011 611
Less: Company's 40% share of operating losses for the six months
ended September 30, 2011 (712)
---------
Fair value of equity investment as at September 30, 2011 10,120
---------
---------
LIQUIDITY AND CAPITAL RESOURCES
As at September 30, 2011 the Company's main source of liquidity was unrestricted
cash of $14.0 million, compared with $19.6 million as at December 31, 2010.
The Company measures its consolidated working capital as comprising free cash,
accounts receivable, prepayments and other receivables, less accounts payable
and accrued liabilities. As at September 30, 2011, the Company's consolidated
working capital was $14.6 million (compared with a consolidated working capital
of $21.5 million as at December 31, 2010), which, in the Company's view, is
sufficient to satisfy its working capital needs for the remainder of 2011.
The Company's working capital needs as at September 30, 2011 included the
maintenance of the Company's interests in, and the further exploration and the
development of, the Company's mineral properties in Kyrgyzstan, the completion
of the Karchiga Definitive Feasibility Study, and the funding of general
corporate, legal and professional expenses. The Company expects to fund the
remaining working capital requirements for 2011 as well as the contribution
towards the pursuit of future growth opportunities (which may include acquiring
one or more additional assets), if and when such opportunities arise from its
unrestricted cash of $14.0 million as at September 30, 2011, which includes the
$5.5 million cash received in September 2011 from the Deferred Consideration
Agreement and the receipt of $1.3 million in September 2011 from the Tasbulat
Oil Royalty Agreement.
The future advancement, exploration and development of the Company's properties,
including continuing exploration and development projects, and the construction
of mining facilities and commencement of mining operations, if any, will require
substantial additional financing in the future. To the extent that such funding
is required in the future, the Company expects that it would try to raise such
funding through debt and equity financing if and when required. Whilst the
Company has been successful in raising debt and equity financing in the past,
the Company's ability to raise additional debt and equity financing may be
affected by numerous factors beyond the Company's control, including, but not
limited to, adverse market conditions and/or commodity price changes and
economic downturn and those other factors that are listed under "Risks and
Uncertainties" on the Company's MD&A.
CONVERSION TO IFRS FROM CANADIAN GAAP
Effective January 1, 2011, the Canadian Accounting Standards Board required all
publicly listed companies to prepare their financial statements in accordance
with IFRS from the previous Canadian Generally Accepted Accounting Principles
("Canadian GAAP"). The Company has prepared in the interim financial statements
as at September 30, 2011 a restated consolidated balance sheet as at September
30, 2010, and statements of net income/ (loss) and comprehensive income/ (loss)
for the three and nine months ended September 30, 2010 (details can be found in
note 3. "Transition to IFRS" of the Company's consolidated financial statements
as at September 30, 2011).
Impact on the consolidated balance sheet and equity
The following table summarises the impact of conversion to IFRS on the Company's
consolidated equity, as previously reported under Canadian GAAP for the six
months ended September, 2010 and the year ended December 31, 2010:
September December
30 2010 31 2010
$000 $000
Equity as previously reported under Canadian GAAP as at
January 1, 2010 24,833 24,833
--------------------
Reclassification of share purchase warrants to
derivative liabilities (42,041) (42,041)
Expense of share issue costs prior to January 1, 2009 (4,598) (4,598)
Re-measurement of fair value of derivative warrant
liabilities 35,411 35,411
--------------------
Re-stated Equity under IFRS as at January 1, 2010 13,605 13,605
--------------------
Share issue (net of share issue and broker warrant issue
costs) 18,705 18,705
Share purchase warrants issued 1,131 1,131
Share based payments 1,440 1,817
Net loss as previously reported under Canadian GAAP for
the period (7,105) (4,622)
Re-measurement of fair value of derivative warrant
liabilities in period 9,840 11,184
Expense of share issue costs from 2010 (793) (793)
Reversal of future income tax adjustments - (639)
--------------------
Equity under IFRS 36,823 40,388
--------------------
--------------------
Details and further discussion of the impact of the significant accounting
policy changes on transition to IFRS can be found both in the Company's MD&A
under "Financial Review - Conversion to IFRS from Canadian GAAP" and the
Company's consolidated financial statements note 3. "Transition to IFRS" as at
September 30, 2011.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company's derivative instruments consist of derivative assets in the form of
deferred consideration relating to the sale of the Varvarinskoye Project,
discontinued operations, and derivative warrant liabilities in relation to its
share purchase warrants.
Deferred consideration
On October 30, 2009, the Company completed the sale of its Varvarinskoye Project
to Polymetal for an initial consideration of $8 million with deferred
consideration of up to $12 million and, as a result, the Company was released
from all of its financial and guarantor obligations relating to the
Varvarinskoye Project.
As at December 31, 2010, the Company recognized a deferred consideration
receivable asset of $5.1 million, representing the net present value of the
Company's estimated future deferred consideration earnings, based upon the
Company's forecast of future gold and copper metal prices and adjusted for
counterparty credit risk. Of the $5.1 million deferred consideration receivable
asset as at December 31, 2010 the Company recorded $1.5 million as a current
deferred consideration receivable and $3.6 million as a long term deferred
consideration receivable asset.
In July 2011, the Company entered into Deferred Consideration Agreement with
Polymetal pursuant to which the Company is to receive $5.5 million in cash by
the end of September 2011 as early and final settlement of its outstanding
deferred consideration entitlement, pursuant to the SPA relating to the sale of
the Varvarinskoye Project. The Company received $5.5 million in September 2011,
and as a result recorded net deferred consideration income of $1.9 million for
the nine months ended September 30, 2011.
Derivative warrant liabilities
In prior years the Company has issued listed share purchase warrants in
conjunction with public offerings for the purchase of common shares of the
Company. These share purchase warrants were issued with an exercise price in
Canadian dollars, rather than U.S. dollars (the Reporting and Functional
Currency (as defined in "Critical accounting policies and estimates" in the
Company's MD&A) of the Company), were only issued to participants in these
public share offering, are not able to be tracked by the Company and are
transferable by the warranty holder. Such share purchase warrants are considered
to be derivative instruments and the Company is required to re-measure the fair
value of these at the reporting date. As at September 30, 2011 the Company
calculated a fair value for its warrant derivative liabilities of $0.2 million,
and recorded an unrealized derivative gain to $0.2 million to net income for the
three months ended September 30, 2011.
Consolidated Statements of Net Income, and Comprehensive Income (Unaudited)
(Prepared in accordance with IFRS)
----------------------------------------------------------------------------
3 months ended 9 months ended
September 30, September 30,
2011 2010 2011 2010
$000 $000 $000 $000
(Expenses)/ income
Administration (1,074) (836) (2,708) (2,626)
Legal and professional (315) (501) (899) (1,800)
Exploration (1,767) (764) (3,446) (1,028)
Stock based compensation (289) (600) (481) (1,440)
Stock based compensation - non employees (2) (-) (37) (-)
Unrealized derivative gains/ (losses) 155 (2,588) 6,071 9,840
Foreign exchange (losses)/ gains (141) 498 (6) (378)
---------------- ----------------
Net (loss)/ income from operations (3,433) (4,791) (1,506) 2,568
Deferred consideration income - - 1,908 -
Net gain on settlement of oil interests 942 - 942 -
Company's share of Talas Joint Venture
losses (269) (271) (712) (656)
Finance income 22 22 53 30
---------------- ----------------
Net income/ (loss) and comprehensive
income/ (loss) for the period (2,738) (5,040) 685 1,942
---------------- ----------------
---------------- ----------------
Net income/ (losses) attributable to:
Shareholders of the Company (2,653) (4,817) 1,302 2,293
Non-controlling interest (85) (223) (617) (351)
---------------- ----------------
(2,738) (5,040) 685 1,942
---------------- ----------------
---------------- ----------------
Earnings/ (loss) per share
Basic $(0.02) $(0.03) $0.01 $0.02
Diluted $(0.02) $(0.03) $0.01 $0.02
Weighted average number of common shares
(in thousands) 157,696 157,696 157,696 114,209
Consolidated Balance Sheets (Unaudited)
(Prepared in accordance with IFRS)
----------------------------------------------------------------------------
September 30 December 31
2011 2010
Assets $000 $000
Current assets
Cash and cash equivalents 14,031 19,596
Current deferred consideration receivable - 1,500
Prepaid and receivables 1,342 1,217
--------------------------
15,373 22,313
Non-current assets
Deferred consideration receivable - 3,592
Exploration properties 10,458 10,458
Property, plant and equipment 416 449
Equity investment in Talas Joint Venture 10,120 10,221
Other assets - 392
--------------------------
20,994 25,112
--------------------------
Total assets 36,367 47,425
--------------------------
--------------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 670 672
Current portion of derivative warrant liabilities 174 -
--------------------------
844 672
Non-current liabilities
Derivative warrant liabilities - 6,245
Other liabilities 120 120
--------------------------
964 7,037
Equity
Share capital 380,145 380,145
Share purchase warrants 4,897 4,897
Share purchase options 5,893 5,904
Contributed surplus 23,012 22,483
Non-controlling interest (374) (773)
Deficit (378,170) (372,268)
--------------------------
35,403 40,388
--------------------------
Total equity and liabilities 36,367 47,425
--------------------------
--------------------------
Consolidated Statements of Cash Flows (Unaudited)
(Prepared in accordance with IFRS)
--------------------------------------------------------------------------
Nine months ended
September 30,
2011 2010
$000 $000
----------------------
Operating activities
Income for the period 685 1,942
Items not affecting cash:
Company share of Talas Joint Venture losses 712 656
Gain on settlement of oil interests (942) -
Depreciation and amortization 94 112
Deferred consideration (1,908) -
Share-based payments 518 1,440
Unrealized foreign exchange losses/ (gains) 13 (124)
Unrealized derivative gains (6,071) (9,840)
----------------------
(6,899) (5,814)
Changes in non-cash working capital
Accounts receivable and other assets (373) (125)
Accounts payable and accrued liabilities (15) (317)
----------------------
Net cash used by the operating activities (7,287) (6,256)
Cash flows from/ (used by) investing activities
Expenditures on property, plant and equipment (61) (42)
Proceeds from settlement of oil interests 1,582 241
Deferred consideration received 7,000 -
Funding of investment in Talas Joint Venture (611) (592)
Acquisition of Eildon minority interest (6,188) -
----------------------
Net cash generated from/ (used by) investing 1,722 (393)
activities
Cash flows from financing activities
Gross proceeds of share issue - 27,646
Share issue costs - (1,609)
----------------------
Cash flows from financing activities - 26,037
----------------------
----------------------
Net (decrease)/ increase in cash and cash
equivalents (5,565) 19,388
----------------------
Cash and cash equivalents - Beginning of period 19,596 3,386
----------------------
Cash and cash equivalents - End of period 14,031 22,774
----------------------
----------------------
Consolidated Statements of changes in Equity (Unaudited)
(Prepared in accordance with IFRS)
----------------------------------------------------------------------------
Consolidated statements of changes to equity as at December 31, 2010 and
September 30, 2011:
Share capital
------------------------
Share Share
Number of Share purchase purchase
shares capital warrants options
(000s') $0000 $000 $000
------------------------------------------------
Balance as at January 1,
2010 45,696 361,440 6,609 12,550
Share issue 112,000 21,445 - -
Share issue costs - (1,862) - -
Broker Warrant issue costs - (878) - -
Share-based payments - - - 1,817
Share purchase warrants
issued - - 1,131 -
Share purchase warrants
lapsed - - (2,843) -
Share options forfeited or
lapsed - - - (8,463)
Net income/ (loss) for the
period - - - -
------------------------------------------------
Balance as at December 31,
2010 157,696 380,145 4,897 5,904
------------------------------------------------
------------------------------------------------
Share-based payments - - - 518
Share options forfeited or
lapsed - - - (529)
Eildon minority interest
acquisition - - - -
Net income/ (loss) for the
period - - - -
------------------------------------------------
Balance as at September 30,
2011 157,696 380,145 4,897 5,893
------------------------------------------------
------------------------------------------------
Consolidated Statements of changes in Equity (Unaudited)
(Prepared in accordance with IFRS)
----------------------------------------------------------------------------
Consolidated statements of changes to equity as at December 31, 2010 and
September 30, 2011:
Non-
Contributed controlling Total
surplus interest Deficit equity
$000 $000 $000 $000
------------------------------------------------
Balance as at January 1,
2010 11,177 - (378,171) 13,605
Share issue - - - 21,445
Share issue costs - - - (1,862)
Broker Warrant issue costs - - - (878)
Share-based payments - - - 1,817
Share purchase warrants
issued - - - 1,131
Share purchase warrants
lapsed 2,843 - - -
Share options forfeited or
lapsed 8,463 - - -
Net income/ (loss) for the
period - (773) 5,903 5,130
------------------------------------------------
Balance as at December 31,
2010 22,483 (773) (372,268) 40,388
------------------------------------------------
------------------------------------------------
Share-based payments - - - 518
Share options forfeited or
lapsed 529 - - -
Eildon minority interest
acquisition - 1,016 (7,204) (6,188)
Net income/ (loss) for the
period - (617) 1,302 685
------------------------------------------------
Balance as at September 30,
2011 23,012 (374) (378,170) 35,403
------------------------------------------------
------------------------------------------------
FORWARD-LOOKING INFORMATION
This press release and the Company's MD&A contain or refer to forward-looking
information. All information, other than information regarding historical fact
that addresses activities, events or developments that the Company believes,
expects or anticipates will or may occur in the future is forward-looking
information. Such forward-looking information includes, without limitation,
statements relating to: the continued and future maintenance, exploration and
development of the Company's properties, including the proposed work programs,
anticipated milestones and the timing related thereto; development and
operational plans and objectives; the Company's ability to satisfy its future
expenditure obligations on mineral properties in which it has an interest;
mineral resource estimates and updates and upgrades relating thereto as well as
the impact thereof on the value of certain of the Company's projects; estimated
project economics, cash flow, costs, expenditures, and sources of funding; the
sufficiency of the Company's current working capital for the remainder of the
year and anticipated exploration expenditures and estimates relating thereto;
the estimated LOM, NPV and IRR for, and forecasts relating to tonnages and
amounts to be mined from, and average recoveries and grades at, the Karchiga
Project and/or Taldybulak as well as the other forecasts, estimates and
expectations relating to the Karchiga Scoping Study, the SRK 2011 Mineral
Resource Estimates, the NI 43-101 Taldybulak Scoping Study Report and the
Taldybulak Scoping Study set out above in "Operational Review"; future prices
and trends relating to copper, gold and molybdenum;
the completion of the Karchiga Definitive Feasibility Study (and the expected
mineral resource estimates to be included therein) and the potential start of
construction at the Karchiga Project (including the expected timing for same);
the anticipated completion of a mineral reserves estimate for, the production of
marketable concentrates from, and a reduction in future transportation costs at,
the Karchiga Project; estimates and expectations relating to the transition zone
and the anticipated impact thereof on the economics and payback on Karchiga
operations; the potential for further enlarging the mineral endowment and
improving metal grades at, and completion of a pre-feasibility study for, the
Taldybulak deposit; the Company's belief that the results from the mineralogical
study relating to the Akdjol-Tokhtazan Project suggest that gold should be
metallurgically accessible; the future political and legal regimes and
regulatory environments relating to the mining industry in Kyrgyzstan and/or
Kazakhstan; the expected use of the net proceeds from the Offering; the
Company's expectations and beliefs with respect to the waiver of the State's
pre-emptive right with respect to the Karchiga Project and the past placements
of the Common Shares being covered thereby; the significance of any individual
claims by non-Ontario residents with respect to the Claim; and the Company's
future growth (including new opportunities and acquisitions) and its ability to
raise new funding.
The forward-looking information referred to in this press release and the
Company's MD&A reflects the current expectations, assumptions or beliefs of the
Company based on information currently available to the Company. With respect to
forward-looking information contained in this press release and the Company's
MD&A, the Company has made assumptions regarding, among other things, the
Company's ability to generate sufficient funds from capital markets to meet its
future expected obligations and planned activities, the Company's business
(including the continued exploration and development of its properties and the
methods to be employed with respect to same), the estimation of mineral
resources (as set out above under "Operational Review"), the parameters and
assumptions employed in the Karchiga Scoping Study, the SRK 2011 Mineral
Resource Estimates, as well as in defining the pit optimization of the Karchiga
deposit, the NI 43-101 Taldybulak Scoping Study Report and the Taldybulak
Scoping Study, the economy and the mineral exploration industry in general, the
political environments and the regulatory frameworks in Kazakhstan and
Kyrgyzstan with respect to, among other things, the mining industry generally,
royalties/MPTs, taxes, environmental matters and the Company's ability to
obtain, maintain, renew and/or extend required permits, licences, authorisations
and/or approvals from the appropriate regulatory authorities, that the waiver
granted by the Competent Authority covers any pre-emptive right that the
Competent Authority or State has in respect of any past placements, future
capital costs and cash flow discounts, anticipated mining and processing rates,
the Company's ability to continue to obtain qualified staff and equipment in a
timely and cost-efficient manner and to engage international and Kazakh
companies to carry out additional studies for the Karchiga Definitive
Feasibility Study and to obtain Kazakh Feasibility Study approval, the treatment
of the Varvarinskoye Project as discontinued operations, assumptions relating to
the Company's critical accounting policies, that the Company has identified all
of the key issues to be investigated in connection with the Karchiga Definitive
Feasibility Study, and has also assumed that no unusual geological or technical
problems occur, and that equipment works as anticipated, no material adverse
change in the price of copper, gold or molybdenum occurs and no significant
events occur outside of the Company's normal course of business.
Forward-looking information is subject to a number of risks and uncertainties
that may cause the actual results of the Company to differ materially from those
discussed in the forward-looking information, and even if such actual results
are realised or substantially realised, there can be no assurance that they will
have the expected consequences to, or effects on, the Company. Factors that
could cause actual results or events to differ materially from current
expectations include, but are not limited to: risks normally incidental to
exploration and development of mineral properties; uncertainties in the
interpretation of results from drilling and metallurgical test work; the
possibility that future exploration, development or mining results will not be
consistent with expectations; uncertainty of mineral resources estimates;
uncertainty of capital and operating costs, production and economic returns;
uncertainties relating to the estimates and assumptions used, and risks in the
methodologies employed, in the Karchiga Scoping Study, the SRK 2011 Mineral
Resource Estimates, the NI 43-101 Taldybulak Scoping Study Report and/or the
Taldybulak Scoping Study and that the completion of additional work on the
Karchiga Project and/or Taldybulak, as the case may be, could result in changes
to the estimates relating to the Karchiga Scoping Study, the SRK 2011 Mineral
Resource Estimates, the NI 43-101 Taldybulak Scoping Study Report and/or the
Taldybulak Scoping Study, as applicable; a delay in the completion of the
Karchiga Definitive Feasibility Study; the Company's inability to obtain,
maintain, renew and/or extend required licences, permits, authorizations and/or
approvals from the appropriate regulatory authorities and other risks relating
to the regulatory frameworks in Kazakhstan and Kyrgyzstan; adverse changes in
the political environments in Kazakhstan and Kyrgyzstan and the laws governing
the Company, its subsidiaries and their respective business activities;
inflation; changes in exchange and interest rates; adverse changes in commodity
prices; the inability of the Company to obtain required financing; adverse
changes with respect to the Talas Joint Venture; adverse general market
conditions; lack of availability at a reasonable cost or at all, of equipment or
labour; inability to attract and retain key management and personnel; the
possibility of non-resident class members commencing individual claims in
connection with the Claim; the Company's inability to delineate additional
mineral resources and delineate mineral reserves; and future unforeseen
liabilities and other factors including, but not limited to, those listed under
"Risk and Uncertainties" in this MD&A.
Any mineral resource figures referred to in this press release and the Company's
MD&A are estimates and no assurances can be given that the indicated levels of
minerals will be produced. Such estimates are expressions of judgment based on
knowledge, mining experience, analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. While the Company believes that the mineral
resource estimates in respect of its properties are well established, by their
nature mineral resource estimates are imprecise and depend, to a certain extent,
upon statistical inferences which may ultimately prove unreliable. If such
mineral resource estimates are inaccurate or are reduced in the future, this
could have a material adverse impact on the Company. Due to the uncertainty that
may be attached to inferred mineral resources, it cannot be assumed that all or
any part of an inferred mineral resource will be upgraded to an indicated or
measured mineral resource as a result of continued exploration. Mineral
resources that are not mineral reserves do not have demonstrated economic
viability. The Karchiga Scoping Study, the NI 43-101 Taldybulak Scoping Study
Report and/or the Taldybulak Scoping Study are preliminary in nature, and
include inferred mineral resources that are considered too speculative
geologically to have the economic considerations applied to them that would
enable them to be categorized as mineral reserves. There is no certainty that
the conclusions of the Karchiga Scoping Study, the NI 43-101 Taldybulak Scoping
Study Report and/or the Taldybulak Scoping Study will be realized.
Any forward-looking information speaks only as of the date on which it is made
and, except as may be required by applicable securities laws, the Company
disclaims any intent or obligation to update any forward-looking information,
whether as a result of new information, future events or results or otherwise.
Although the Company believes that the assumptions inherent in the
forward-looking information are reasonable, forward-looking information is not a
guarantee of future performance and accordingly undue reliance should not be put
on such information due to the inherent uncertainty therein.
Vortex Metals (TSXV:VMS)
Historical Stock Chart
From Jun 2024 to Jul 2024
Vortex Metals (TSXV:VMS)
Historical Stock Chart
From Jul 2023 to Jul 2024
