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Q3 2011 - Part 2

14 Nov 2011 07:01

RNS Number : 9953R
Aureus Mining Inc.
14 November 2011
 



 

Condensed Interim Consolidated Financial Statements (Unaudited)

 

Aureus Mining Inc.

 

For the Three and Nine Months Ended September 30, 2011

(Stated in US dollars)

 

  

 

 

 

Registered office: Suite 2300Toronto-Dominion Centre TD Waterhouse Tower79 Wellington Street WestTorontoOntario M5K 1H1Canada

 

Company registration number: 776831-1

 

Company incorporated on: 1 February 2011

 

 

Notice to Reader:

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the unaudited interim consolidated financial statements for the three and nine months ended September 30, 2011.

 

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

 

Aureus Mining Inc.

Interim Consolidated Statements of Financial Position (Unaudited)

(stated in US dollars)

 

 

 

 

 

 

September 30,

2011

$

 

December 31,

2010

$

Assets

Current assets

Cash and cash equivalents

37,869,058

-

Trade and other receivables

184,526

-

38,053,584

-

Non-current assets

Intangible assets

- Resource properties (Note 4)

5,519,965

-

- Deferred exploration costs (Note 4)

37,481,734

-

Property, plant and equipment (Note 5)

856,527

-

Available-for-sale investments

1,987,134

-

45,845,360

-

Total assets

83,898,944

-

Liabilities

Current liabilities

Trade and other payables

3,028,481

-

Due to related parties (Note 8)

50,404

-

Derivative warrant liability (Note 7)

23,554

-

3,102,439

-

Total liabilities

3,102,439

-

Equity

Share capital (Note 6b)

39,049,697

-

Capital contribution (Note 3)

48,234,972

-

Share based payment reserve (Note 6c)

2,023,050

-

Available-for-sale investment reserve

(1,837,208)

-

Cumulative translation reserve

95,851

-

Deficit

(6,769,857)

-

Total equity

80,796,505

-

Total liabilities and equity

83,898,944

-

 

 

The accompanying notes are an integral part of these interim consolidated financial statements.

Aureus Mining Inc.

Interim Consolidated Statements of Comprehensive Loss (Unaudited)

(stated in US dollars)

 

 

 

 

 

3 months ended September 30,

2011

9 months ended September 30,

2011

$

$

Expenses

Legal and professional

(399,522)

(1,023,607)

Depreciation (Note 5)

(77,167)

(136,537)

Wages and salaries

(264,978)

(511,140)

Share based payments (Note 6c)

(440,302)

(2,023,050)

Foreign exchange loss

(2,210,541)

(2,368,667)

Other expenses

(402,488)

(962,986)

Loss from operations

(3,794,998)

(7,025,987)

Derivative gain

1,184

240,730

Finance income

14,309

15,400

Loss for the period

(3,779,505)

(6,769,857)

Other comprehensive (loss)/income

Available-for-sale financial instruments

(972,223)

(1,837,208)

Currency translation differences

78,701

95,851

Total comprehensive loss for the period

(4,673,027)

(8,511,214)

Weighted average number of shares outstanding, basic and diluted

117,551,445

107,607,367

Loss per share, basic and diluted

(0.032)

(0.063)

 

The accompanying notes are an integral part of these interim consolidated financial statements.

Aureus Mining Inc.

Interim Consolidated Statements of Cash Flows (Unaudited)

(stated in US dollars)

 

 

 

 

9 months ended September 30,

2011

$

Operating activities

Loss for the period

(6,769,857)

Items not affecting cash:

Share-based payments

2,023,050

Depreciation, depletion, and amortization

136,537

Unrealized foreign exchange loss

1,601,090

Derivative gain

(240,730)

Changes in non-cash working capital

Trade and other receivables

(153,092)

Trade and other payables

40,420

Due to related party

50,404

Cash flows from operating activities

(3,312,178)

 

Investing activities

Payments for resource properties

(60,350)

Payments for deferred exploration expenditure

(7,019,705)

Payments to acquire property, plant and equipment

(324,403)

Cash flows used in investing activities

(7,404,458)

Financing activities

Proceeds from issue of share capital (net of costs)

38,996,268

Exercise of stock options

317,713

Cash flows from financing activities

39,313,981

Impact of foreign exchange on cash balance

(1,505,239)

Net increase in cash and cash equivalents

27,092,106

Cash and cash equivalents at beginning of period (Note 3)

10,776,952

Cash and cash equivalents at end of period

37,869,058

The accompanying notes are an integral part of these consolidated financial statements.

Aureus Mining Inc.

Interim Consolidated Statements of Changes in Equity (Unaudited)

(stated in US dollars)

 

 

 

 

 

 

Share capital

 

$

 

 

 

 

Capital contribution

 

$

 

 

 

Share based payment reserve

$

 

 

 

 

 

Deficit

 

$

 

 

 

 

Total equity

 

$

Available for sale financial instruments

$

Currency translation reserve

$

Balance at January 1, 2011

-

-

-

-

-

-

-

Transferred from Afferro

-

48,234,972

-

-

-

-

48,234,972

Loss for the period

-

-

-

-

-

(6,769,857)

(6,769,857)

Comprehensive loss for period

-

-

-

(1,837,208)

95,851

-

(1,741,357)

Shares issued

41,485,392

-

-

-

-

-

41,485,392

Share issue costs

(2,753,408)

-

-

-

-

-

(2,753,408)

Share-based payments

-

-

2,023,050

-

-

-

2,023,050

Exercise of stock options

317,713

-

-

-

-

-

317,713

Balance at September 30, 2011

39,049,697

48,234,972

2,023,050

(1,837,208)

95,851

(6,769,857)

80,796,505

 

The accompanying notes are an integral part of these consolidated financial statements.

Aureus Mining Inc.

Notes to Interim Consolidated Financial Statements (Unaudited)

For the period ended September 30, 2011

(in US dollars unless otherwise stated)

 

1 Nature of operations and basis of preparation

Aureus Mining Inc. ("Aureus Mining" or the "Company") is a new company incorporated under the Canada Business Corporations Act on February 1, 2011 in order to facilitate the Plan of Arrangement (the "Arrangement" - see Note 2). Following completion of the Arrangement, Aureus Mining holds gold assets and an investment in Stellar Diamonds plc. ("Stellar Diamonds") previously owned by Afferro Mining Inc. ("Afferro Mining", formerly African Aura Mining Inc. ("African Aura")). The focus of Aureus Mining's business is the exploration and development of such gold assets, particularly the New Liberty Gold Project.

These condensed interim consolidated financial statements ("interim financial statements") have been prepared in accordance with International Accounting Standard ("IAS") 34, "Interim Financial Reporting", they do not include all disclosures that would otherwise be required in a complete set of financial statements. They follow accounting policies and methods of their application consistent with the interim consolidated financial statements for the period ending June 30, 2011. Accordingly, they should be read in conjunction with the Company's June 30, 2011 interim consolidated financial statements.

The consolidated financial statements of Aureus Mining for the year ending December 31, 2011, will be prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). As these interim financial statements represent Aureus Mining's initial presentation of its results and financial position under IFRS, they were prepared in accordance with IAS 34, Interim Financial Reporting, and use the accounting policies which Aureus Mining expects to adopt in its consolidated financial statements for the year ending December 31, 2011 based on currently effective standards. These interim financial statements may differ from those presented in Aureus Mining's first annual IFRS financial statements for the year ending December 31, 2011 due to changes to the IFRS standards, if any.

These interim financial statements were authorized by the Board of Directors on November 10, 2011.

2 Plan of Arrangement

On April 13, 2011 African Aura completed the Arrangement under the British Columbia Business Corporation Act pursuant to which it transferred its gold assets, 30,792,770 shares in Stellar Diamonds and $10.6 million cash (the "Transferred Assets") to Aureus Mining and African Aura was renamed Afferro Mining Inc.

The Arrangement was approved by the Board of Directors of African Aura and by African Aura's shareholders at a special meeting held on April 5, 2011.

Under the Arrangement, among other things, the Transferred Assets were acquired by Aureus Mining and each Participating Shareholder received new common shares in Afferro and Aureus Mining in exchange for the African Aura common shares held by such shareholder on the basis of one new Afferro common share and one Aureus Mining common share for each African Aura common share held by such shareholder.

  

3 Capital contribution

As described in Note 2, on April 13 2011, upon completion of the Arrangement Aureus Mining received the Transferred Assets from Afferro Mining. As there was no substantive change in ultimate ownership of the Transferred Assets as a result of the transaction, the transaction has been accounted for as a capital contribution and the Transferred Assets have been brought into Aureus Mining at the carrying values recorded by Afferro Mining at the date of transfer as follows:

 

 

 

 

 

April 13,

2011

$

 

Assets

Current assets

Cash and cash equivalents

10,776,952

Trade and other receivables

31,434

10,808,386

Non-current assets

Intangible assets

- Resource properties

5,459,615

- Deferred exploration costs

27,924,114

Property, plant and equipment

668,662

Available-for-sale investments

3,824,342

37,876,733

Total assets

48,685,119

Liabilities

Current liabilities

Trade and other payables

450,147

Total liabilities

450,147

Equity

Capital contribution

48,234,972

Total equity

48,234,972

Total liabilities and equity

48,685,119

 

 

 

4 Intangible assets

Transferred from Afferro

April 13,

2011

$

 

Additions

$

September 30,

2011

$

Resource properties:

Liberia

Bea

210,000

-

210,000

Ndablama extension

141,349

-

141,349

Leopard Rock

-

60,350

60,350

351,349

60,350

411,699

Sierra Leone

Sonfon

1,017,000

-

1,017,000

Cameroon

Batouri

4,091,266

-

4,091,266

5,459,615

60,350

5,519,965

Deferred exploration costs:

Liberia

New Liberty

23,767,650

8,828,069

32,595,719

Weaju

1,201,561

282,063

1,483,624

Gondoja

34,348

1,600

35,948

Silver Hills

48,107

-

48,107

Ndablama

452,435

417,769

870,204

25,504,101

9,529,501

35,033,602

Sierra Leone

Sonfon

1,993,865

-

1,993,865

Cameroon

Batouri

426,148

28,119

454,267

27,924,114

9,557,620

37,481,734

 

 

 

 

4 Intangible assets (continued)

3 months ended September 30,

2011

9 months ended September 30,

2011

$

$

Deferred exploration costs

Assays incl. shipment

279,220

375,876

Communications

10,211

30,108

Community relations

22,029

47,943

Consultants and professional fees

545,011

816,221

Drilling

3,070,415

4,814,024

Geophysical

279,536

282,067

Infrastructure incl. roads and bridges

376,302

749,493

Licenses and permit fees

400,389

402,331

Project/field office costs

333,096

641,230

Salaries and wages

622,145

1,119,861

Subsistence

19,011

42,443

Transportation

126,603

236,023

Net expenditure during the period

6,083,968

9,557,620

Balance, beginning of the period

31,397,766

27,924,114

Balance, end of the period

37,481,734

37,481,734

 

5 Property, plant and equipment

 

Machinery and equipment

 

 

Vehicles

 

 

Total

$

$

$

Cost

Transferred from Afferro - April 13, 2011

288,208

528,250

816,458

Additions

50,709

273,693

324,402

At September 30, 2011

338,917

801,943

1,140,860

Depreciation

Transferred from Afferro - April 13, 2011

48,238

99,558

147,796

Charge for the period

42,574

93,963

136,537

At September 30, 2011

90,812

193,521

284,333

Net book value

Transferred from Afferro - April 13, 2011

239,970

428,692

668,662

At September 30, 2011

248,105

608,422

856,527

 

 

6 Equity

(a) Authorised

 

Unlimited number of common shares without par value.

 

(b) Issued

 

 Shares

 Amount

$

Issued pursuant to the Arrangement

86,252,592

-

Shares cancelled

(444)

-

Shares issued in public offering

31,050,000

41,485,392

Share issuance costs

-

(2,753,408)

Exercise of stock options

458,967

317,713

Balance at September 30, 2011

117,761,115

39,049,697

 

 

On May 19, 2011, the Company concluded a public offering issuing 27,000,000 new common shares of Cdn$1.30 each raising gross proceeds of Cdn$35.1 million. The direct costs to issue that have been charged to share capital amounted to Cdn$2.4 million (including compensation warrants valued at Cdn$0.2 million (see Note 7)).

 

On June 3, 2011, the over-allotment option attached to the public offering was exercised upon which the Company issued 4,050,000 new common shares of Cdn$1.30 each raising gross proceeds of Cdn$5.3 million. The direct costs to issue that have been charged to share capital amounted to Cdn$0.3 million (including compensation warrants valued at Cdn$ 26,882 (see Note 7)).

 

In the quarter ended September 30, 2011, the Company issued 421,467 new common shares in exchange for the exercise of 421,467 stock options at a weighted average exercise price of Cdn$0.66.

(c) Stock options

In connection with the Arrangement, each African Aura option outstanding immediately prior to the completion was exchanged for one Afferro option and one Aureus Mining option and the African Aura option so exchanged was immediately thereupon cancelled.

 

The Aureus Mining options were granted pursuant to the Aureus Mining Stock Option Plan. The issuance of Afferro options and Aureus Mining options is intended to put the holders of the options in the same position (or as close as possible thereto) as each shareholder of African Aura who participated in the Arrangement as if such holders of African Aura options had exercised such options prior to the effective time of the Arrangement. Therefore it is not necessary to value the African Aura options prior to the effective time of the Arrangement and Afferro and Aureus options after the effective time using an option pricing model as these options are not a new grant or a re-pricing.

 

The exercise price of each Afferro option and each Aureus Mining option was determined in accordance with the following formulae, in each case rounded up to the nearest whole cent:

 

·; the exercise price of each Afferro option represents the product of (a) the original exercise price of the African Aura option multiplied by (b) the difference between one (1) and the Exercise Price Proportion, an amount determined in accordance with the fraction A/B where: (A) is the one day volume weighted average trading price of one Aureus common share following the completion of the Arrangement; and (B) is the aggregate of the one day volume

6 Equity (continued)

weighted average trading price of one Aureus common share and one Afferro common share following the completion of the Arrangement; and

·; the exercise price of each Aureus Mining option represents the product of (a) the original exercise price of the African Aura option multiplied by (b) the Exercise Price Proportion.

The Exercise Price Proportion was calculated as 0.3978

Information relating to stock options outstanding and vested at September 30, 2011 is as follows:

 

September 30,

2011

Number of

options

Weighted average exercise price per share

Cdn$

Options granted per Arrangement

7,465,994

0.70

Options granted

2,950,000

1.52

Options exercised

(458,967)

0.66

Options cancelled

(21,906)

0.90

End of the period

9,935,121

0.95

 

September 30,

2011

 

 

Expiry date

Exercise price per share

Cdn$

 

Number of stock options outstanding and vested

March 16, 2012

0.73

75,000

May 20, 2012

0.73

37,500

January 17, 2013

0.64

787,500

March 1, 2013

1.42

15,000

January 19, 2014

0.32

554,375

January 8, 2015

0.49

1,157,750

May 13, 2015

0.50

1,250,000

June 6, 2015

0.16

147,187

November 1, 2015

0.90

240,000

December 1, 2015

0.33

166,811

December 1, 2015

0.50

98,124

December 1, 2015

0.66

29,437

January 10, 2016

1.09

2,255,000

May 23, 2016

1.55

2,435,000

August 18, 2016

1.27

200,000

September 1, 2016

1.42

300,000

January 1, 2017

0.57

19,625

June 28, 2017

0.91

166,812

0.95

9,935,121

6 Equity (continued)

The fair value of the stock options granted in the three months ended September 30, 2011 was estimated at Cdn$0.85 per option at the grant date based on the Black-Scholes option-pricing model using the following assumptions:

3 months ended

June 30,

2011

Dividend yield

0%

Risk free interest rate

1.85%

Expected life

0.5 - 5 years

Expected volatility

78.1%

 

7 Compensation warrants

September 30,

2011

Number of

options

Weighted average exercise price per warrant

per share

Cdn$

Beginning of period

-

-

Compensation warrants granted

931,500

1.30

End of the period

931,500

1.30

 

During the nine months ended September 30, 2011 the Company issued 931,500 compensation warrants in relation to its public offering. Each compensation warrant is exercisable at a price per common share of Cdn$1.30 and expire between November 19, 2011 and December 3, 2011. These warrants have been treated as a derivative liability and are fair valued at each reporting date using the Black-Scholes option pricing model with changes in fair value being taken directly to the statement of comprehensive loss.

 

 

8 Related party transactions

During the three months ended September 30, 2011, the Company incurred management and office service fees of $134,996 payable to Afferro Mining and environmental consulting fees of $10,694 payable to a Company with a common Director. The payable to related parties as at September 30, 2011 was $50,404.

Related party transactions are in the normal course of business and occur on terms similar to transactions with non-related parties.

 

9 Segment information

The Company is engaged in the acquisition, exploration and development of gold properties in the West African countries of Liberia, Cameroon, and Sierra Leone. Information presented to the Chief Executive Officer for the purposes of resource allocation and assessment of segment performance is focused on the geographical location. The reportable segments under IFRS 8 are as follows:

 

·; Liberia exploration and development;

·; Cameroon exploration;

·; Sierra Leone exploration; and

·; Corporate.

 

Following is an analysis of the Group's results, assets and liabilities by reportable segment for the three month period ended September 30, 2011:

 

Liberia exploration and development

Cameroon exploration

 

Sierra Leone

exploration

Corporate

Total

$

$

$

$

$

Loss for the period

87,286

-

-

3,692,219

3,779,505

Segment assets

36,536,929

4,545,534

3,016,147

39,800,334

83,898,944

Segment liabilities

(2,497,840)

-

-

(604,599)

(3,102,439)

Depreciation of property, plant and equipment

77,167

-

-

-

77,167

Capital additions

- property, plant and equipment

29,585

-

-

-

29,585

- intangible assets

6,130,260

14,058

-

-

6,144,318

 

Following is an analysis of the Group's results, assets and liabilities by reportable segment for the nine month period ended September 30, 2011:

 

Liberia exploration and development

Cameroon exploration

 

Sierra Leone

exploration

Corporate

Total

$

$

$

$

$

Loss for the period

155,691

-

-

6,614,166

6,769,857

Depreciation of property, plant and equipment

136,537

-

-

-

136,537

Capital additions

- property, plant and equipment

324,402

-

-

-

324,402

- intangible assets

9,589,851

28,119

-

-

9,617,970

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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