14th Nov 2011 07:01
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 |
Related Shares:
Avesoro Resources