Orsu Metals Corporation
TSX : OSU
AIM : OSU

Orsu Metals Corporation

May 15, 2013 02:00 ET

Orsu Metals Corporation Results for the Quarter Ended March 31, 2013 (Unaudited)

LONDON, UNITED KINGDOM--(Marketwired - May 15, 2013) - Orsu Metals Corporation ("Orsu" or the "Company" or the "Group"), the dual listed (TSX:OSU)(AIM:OSU) London-based base and precious metals exploration and development company today reports its unaudited results for the quarter ended March 31, 2013. A full Management's Discussion and Analysis of the results ("MD&A") and Consolidated Financial Statements for the quarter ended March 31, 2013 ("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 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 FROM JANUARY 1, 2013

Extension of East Balkhash 2 Agreement, April 2013 - as part of the objective to acquire new exploration licenses in Kazakhstan, in April 2013 the Company announced that it had entered into a new exclusivity agreement (the "New Balkhash Agreement"), superseding the initial agreement announced in November 2012, to jointly explore with Asem Tas-N LLC ("Asem Tas"), a privately owned Kazakh registered company and the owner of the relevant subsoil use contract, a license area of approximately 6,000km2 (referred to herein as the "East Balkhash 2" license area) in Eastern Kazakhstan, which is host to a 30km long Dzharyk-Taisogan cluster of copper-polymetallic occurrences (referred to as the "Balkhash Project"). Under the terms of the New Balkhash Agreement, the Company has been granted the exclusive right for a period of 175 days, ending in September 2013, subject to extension by mutual agreement of the parties (the "Exclusivity Period"), to explore and participate in the Balkhash Project (see "Operational Review - Balkhash Project, Kazakhstan").

Appointment of Technical Director, April 2013 - the Company announced that Mr. Christopher Power, previously the Project Manager for the Company's Karchiga Project, had been appointed as Technical Director, replacing Mr. Raymond Oates.

OPERATIONAL REVIEW

The Company's principal and most advanced project is the property, within the Republic of Kazakhstan (or "Kazakhstan"), comprising a license area in eastern Kazakhstan containing the Karchiga volcanogenic massive sulphide ("VMS") deposit which is part of the Rudny Altai polymetallic belt (the "Karchiga Project"). In addition the Company continues to seek to acquire new exploration license areas within Kazakhstan. The Company also holds exploration licenses within the Kyrgyz Republic (or "Kyrgyzstan").

Karchiga Copper Project, Kazakhstan

During the three months ended March 31, 2013 the Company continued to work primarily on planning as well as obtaining the necessary approvals for the construction of mine and processing facilities for the Karchiga Project.

As part of the process of planning for the construction of mine and processing facilities for the Karchiga Project, in the first quarter of 2013, the Company obtained the remaining local and regulatory approvals required for the commencement of mining and construction at the Karchiga Project.

In March 2012 the Company filed the results of a definitive feasibility study for the Karchiga Project (the Karchiga DFS Report") with an estimated initial capital expenditure requirement of $115 million for the Karchiga Project. To assist the Company in arranging finance for such expenditures, in 2012, the Company appointed Barclays Bank plc and UniCredit Bank AG (together the "Mandated Lead Arrangers") to secure debt financing of up to $90 million as well as extending the appointment of Endeavour Financial Limited ("Endeavour") to provide financial advisory services to assist the Company in securing further debt and other forms of finance required.

As at the date of this press release the Company continues with its efforts to secure finance for the Karchiga Project together with Endeavour and the Mandated Lead Arrangers. Until such time as it is able to secure the required financing, the Company will not enter into any contracts to place advance orders for mining equipment or construction materials and will be unable to determine the expected timing for the commencement of construction (see the "Financial review - Liquidity and capital resources" and "Risks and uncertainties" sections below).

Other Projects

The Company's exploration interests in Kyrgyzstan consist of the Akdjol and Tokhtazan exploration licenses (or the "Akdjol-Tokhtazan Project") located in the Jebel-Abad Oblast, western Kyrgyzstan. In 2011, the Company determined the Akdjol-Tokhtazan Project to be a non core asset which would be available for sale and subsequently, in November 2012, the Company announced that it had entered into an exclusivity agreement with David-Invest LLP ("David-Invest"), a Kyrgyz registered company, with a view to the potential sale of the Company's interest in the Akdjol-Tokhtazan Project (the "Akdjol-Tokhtazan Exclusivity Agreement"). Pursuant to the Akdjol-Tokhtazan Exclusivity Agreement, David-Invest was granted the exclusive right until September 1, 2013 (the "Akdjol-Tokhtazan Exclusivity Period") to acquire, subject to the renewal of the relevant exploration licenses expiring on December 31, 2012 (which have been renewed to December 31, 2015), for consideration of $4.5 million through the acquisition of Orsu's wholly-owned subsidiary, Tournon Finance Limited. The key terms of the Akdjol-Tokhtazan Exclusivity Agreement are that in return for being granted exclusivity, David-Invest will fund the exploration programme for the Akdjol-Tokhtazan Project on a non-refundable basis during the Akdjol-Tokhtazan Exclusivity Period. In the event of the sale of the Akdjol-Tokhtazan Project the Company will no longer have any exploration interests in Kyrgyzstan.

BALKHASH PROJECT, KAZAKHSTAN

In April 2013, the Company announced that it had entered into the New Balkhash Agreement to jointly explore the Balkhash Project with Asem Tas. The New Balkhash Agreement replaces the initial agreement which the Company announced in its press release on November 12, 2012.

The New Balkhash Agreement

The key terms of the New Balkhash Agreement with Asem Tas to jointly explore the Balkhash Project include:

1) Orsu has been granted the exclusive right during the Exclusivity Period to explore and participate in the Balkhash Project.
2) During the Exclusivity Period:
a. Orsu and Asem Tas will continue to jointly explore the Balkhash Project, including geophysical works and verification drilling of exploration targets;
b. Orsu will provide funding for exploration works at the Balkhash Project in the amount of approximately $0.9 million (including $0.13 million already spent in 2013 pursuant to the predecessor agreement announced on November 12, 2012) in accordance with a contractual working programme agreed by both parties (the "Working Programme"), and
c. Asem Tas will apply to transfer the exploration licence for the Balkhash Project to a newly formed Kazakh legal entity jointly owned by Orsu and Asem Tas (the "Joint Venture Company"), which will be a subsidiary of Orsu, with Orsu holding an effective interest of 55%. A transfer of the exploration license to the Joint Venture Company will be conditional upon obtaining a formal waiver of the Kazakh Government's pre-emptive right.
3) Upon the effective transfer of the exploration license to the Joint Venture Company Orsu has agreed to pay Asem Tas:
a. up to $1.5 million to compensate Asem Tas for historical exploration costs incurred prior to 2012 (excluding any costs funded by Orsu),
b. $20 per tonne of economically extractable copper equivalent, up to a maximum of $10 million, less any amount paid under item 3) a. above, on or before completion of a positive preliminary economic assessment study, and
c. $20 per additional tonne of economically extractable copper equivalent, up to a maximum of $15 million, less any amounts paid under 3) a. and 3) b. above, on completion of a positive definitive feasibility study.
4) Orsu may terminate its funding at any point before the earlier of the effective transfer of the exploration licence or the end of the Exclusivity Period. Where the approval of the relevant authorities for the transfer of the licence is not received due to a breach by Asem Tas, or the Kazakh Government exercises its pre-emptive right to acquire the licence during the transfer process, Asem Tas is required to refund Orsu for its expenditure in connection with the Working Programme.
5) Orsu will finance the works until completion of the definitive feasibility study and Orsu will be responsible for securing debt and financing for the project.
6) Under the terms of the New Balkhash Agreement, Orsu will have the right to buy-out all or part of the interest of Asem Tas in the Joint Venture Company, for cash or shares, at a price determined by an independent expert.

FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2013

The Company is pleased to announce that losses reduced in the quarter with a net loss on continuing operations of $1.2 million for the three months ended March 31, 2013, compared to a net loss of $2.6 million for the three months ended March 31, 2012.

The net loss of $1.2 million for the three months ended March 31, 2013 consisted of: administrative costs of $1.0 million, legal and professional costs of $0.2 million, exploration costs of $0.2 million, partially offset by a derivative gain in relation to the derivative receivable of $0.2 million.

As at March 31, 2013 the Company had net assets of $28.6 million ($29.8 million as at December 31, 2012) of which $7.1 million was cash and cash equivalents ($9.8 million as at December 31, 2012) and a $7.8 million receivable ($7.3 million as at December 31, 2012) representing the fair value of the Subscription (as defined below) which is subject to the Company obtaining the Kazakh Formal Waiver (as defined and described below).

The decrease in cash and cash equivalents was due to corporate and exploration expenditure of $2.3 million and expenditure on property, plant and equipment of $0.4 million due to capitalised development expenditure related to the Karchiga Project.

Derivative receivable

In 2012, the Company sold its 40% interest in a property in northwest Kyrgyzstan (the "Talas Project") to a wholly owned subsidiary of Gold Fields Limited ("Gold Fields" or collectively with certain of its subsidiaries, the "Gold Fields Group") for cash consideration of $10 million (the "Sale"). At the same time the Gold Fields Group also agreed to subscribe for 25 million units of the Company (each a "Unit") at a price of CAD$0.40 per Unit for gross proceeds of CAD$10 million (the "Subscription"), with each Unit consisting of one Common Share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable for a period of three years from the date of issue to acquire one Common Share at a price of CAD$0.50. Completion of the Subscription is conditional on the Company obtaining a formal waiver of the Kazakh Government's pre-emptive right and requirement for consent for the issuance of Common Shares pursuant to the Subscription (the "Kazakh Formal Waiver"), the application for which was submitted in September 2012. The Units will not be issued to the Gold Fields Group until such condition has been satisfied or waived by Gold Fields Group.

The gross proceeds of CAD$10 million cash are currently held in escrow pending the Company obtaining the Kazakh Formal Waiver or Gold Fields waiver of such condition and as a result the Subscription is considered to be a derivative receivable. As at March 31, 2013 the Company has measured the fair value of this derivative receivable to be $7.4 million ($7.3 million as at December 31, 2012) and as a result recoded a derivative gain of $0.2 million for the three months ended March 31, 2013.

LIQUIDITY AND CAPITAL RESOURCES

As at March 31, 2013 the Company's main source of liquidity was unrestricted cash and cash equivalents of $7.1 million, compared with $9.8 million as at December 31, 2012.

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 March 31, 2013 the Company's consolidated working capital was $7.8 million.

The Company's working capital needs as at March 31, 2013 included the maintenance of funding for its exploration and development activities, including its expenditure obligations under the New Balkhash Agreement, the acquisition of new mineral exploration properties, its corporate and administrative expenditures requirements and potential contributions towards project finance, if and when arranged, in relation to the Karchiga Project, as deemed appropriate. The Company expects to fund its working capital requirements for 2013, other than as set out below, and be able to contribute 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 $7.1 million as at March 31, 2013, proceeds from the Subscription subject to the Company obtaining the Kazakh Formal Waiver and potential net proceeds, if any, from the sale of the Akdjol-Tokhtazan Project (as discussed above). In the Company's view, the consolidated working capital as at March 31, 2013 is sufficient to satisfy its working capital needs, other than as described below, for at least the next twelve months.

The construction of mining facilities and commencement of mining operations at the Karchiga Project, if any, will require an estimated initial capital expenditure requirement of $115 million for which the Company will be required to raise additional financing in the future. In July 2012, the Company appointed the Mandated Lead Arrangers to use commercially reasonable efforts to secure project debt financing. If the Company secures the required debt financing on acceptable commercial terms then it may also apply a proportion of the Sale proceeds and, if released from escrow, Subscription proceeds towards the project financing requirements as the Company determines necessary. Whilst the Company has been successful in raising debt and other financing in the past, the Company's ability to raise additional debt and other financing as well as receiving the Kazakh Formal Waiver for the Subscription 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" in the Company's MD&A.

Consolidated statements of net loss and comprehensive loss (Unaudited)
(Prepared in accordance with IFRS)
Three months ended March 31,
2013
$000
2012
$000
Operating expenses
Administration (956 ) (1,091 )
Legal and professional (216 ) (277 )
Exploration (163 ) (968 )
Stock based compensation - (90 )
Stock based compensation - non employees (3 ) (7 )
Company's share of Talas Project losses - (158 )
Foreign exchange (losses)/ gains (19 ) 19
(1,357 ) (2,572 )
Gain on derivative receivable 174 -
Finance income 6 10
Net loss and comprehensive loss (1,177 ) (2,562 )
Net loss attributable to:
Owners of the parent (1,160 ) (2,498 )
Non-controlling interest (17 ) (64 )
(1,177 ) (2,562 )
Loss per share
Basic $ (0.01 ) $ (0.02 )
Diluted $ (0.01 ) $ (0.02 )
Weighted average number of common shares (in thousands) 157,696 157,696
Consolidated Balance Sheets (Unaudited)
(Prepared in accordance with IFRS)
Assets March 31
2013
$000
December 31
2012
$000
Current assets
Cash and cash equivalents 7,098 9,771
Prepaid and receivables 1,128 870
Assets of Akdjol-Tokhtazan Project held for sale 4,481 4,508
Derivative receivable 7,444 7,270
20,151 22,419
Non-current assets
Deferred finance costs 939 939
Property, plant and equipment 7,396 7,076
Other assets 1,036 879
9,371 8,894
Total assets 29,522 31,313
Liabilities
Current liabilities
Accounts payable and accrued liabilities 750 1,360
Liabilities of Akdjol-Tokhtazan Project held for sale 73 80
823 1,440
Non-current liabilities
Other liabilities 120 120
943 1,560
Equity
Share capital 380,145 380,145
Share purchase options 5,890 5,887
Contributed surplus 28,268 28,268
Non-controlling interest (365 ) (348 )
Deficit (385,359 ) (384,199 )
28,579 29,753
Total equity and liabilities 29,522 31,313
Consolidated Statements of Cash Flows (Unaudited)
(Prepared in accordance with IFRS)
Three months ended March 31,
2013 2012
$000 $000
Cash flows used by operating activities
Net loss and total comprehensive loss for the period (1,177 ) (2,562 )
Items not affecting cash:
Depreciation and amortization 34 35
Gain on derivative receivable (174 ) -
Share-based payments 3 97
Foreign exchange losses 12 18
Company share of Talas Project losses - 158
(1,302 ) (2,254 )
Changes in non-cash working capital:
Accounts receivable and other assets (390 ) 313
Accounts payable and accrued liabilities (628 ) 98
Net cash used by operating activities (2,320 ) (1,843 )
Cash flows used by investing activities
Expenditures on property, plant and equipment (353 ) (9 )
Funding of investment in Talas Project - (152 )
Net cash used by investing activities (353 ) (161 )
Net decrease in cash and cash equivalents (2,673 ) (2,004 )
Cash and cash equivalents - Beginning of the period 9,771 10,341
Cash and cash equivalents - End of the period 7,098 8,337
Cash and cash equivalents per the consolidated balance sheets 7,098 8,332
Included in the Akdjol-Tokhtazan Project classified held for sale - 5

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: development and operational plans and objectives, including the Company's expectations relating to the continued and future maintenance, exploration and development, as applicable, of the Karchiga Project and the Balkhash Project and the timing related thereto and its acquisition and development of new mineral exploration licenses, properties and projects; the Company's ability to satisfy certain future expenditure obligations; mineral resource and mineral reserve estimates; estimated project economics, cash flow, costs, expenditures, revenue, capital payback, performance and economic indicators and sources of funding; the use and sufficiency of the Company's working capital for the next twelve months; the anticipated arranging of a debt facility by the Mandated Lead Arrangers and the potential participation by other debt providers; the anticipated receipt by the Company of the proceeds of the Subscription and the value attributed thereto and the Company's expected uses thereof and the proceeds from the Sale; the potential raising of additional funding through the disposition of the Company's Kyrgyz assets and the proposed uses thereof; the estimated mine life, NPV and IRR for, and forecasts relating to tonnages and amounts to be mined from, and processing and expected recoveries and grades at, the Karchiga Project as well as the other forecasts, estimates and expectations relating to the Karchiga DFS Report; the expected effect of copper prices on the economic results of the Karchiga Project; the mine design and plan for the Karchiga Project, including mining at, and production from, the Karchiga Project, as well as the expected timing; the estimated holdings of the Gold Fields Group in the Common Shares and Warrants following the completion of the Subscription; the anticipated sale of the Akdjol-Tokhtazan Project (including the valuation attributed to the expected proceeds thereon); the future political and legal regimes and regulatory environments relating to the mining industry in Kazakhstan and/or Kyrgyzstan; 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; receipt of the Kazakh Formal Waiver or the waiver thereof by Gold Fields as a condition to the completion of the Subscription; 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 or secure new funding.

The forward-looking information 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 debt sources and/or capital markets to meet its future expected obligations and planned activities (including the ability of the Mandated Lead Arrangers to secure a project debt finance facility on terms acceptable to the Company), the Company's business (including the continued exploration and development of, as applicable, the Karchiga Project and the Balkhash Project and the timing and methods to be employed with respect to same), the estimation of mineral resources and mineral reserves, the parameters and assumptions employed in the Karchiga DFS Report, the economy and the mineral exploration and extraction 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, taxes, environmental matters and the Company's ability to obtain, maintain, renew and/or extend required permits, licenses, authorisations and/or approvals from the appropriate regulatory authorities, including the Kazakh Formal Waiver and that the previous 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, operating and production 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, assumptions relating to the Company's critical accounting policies, 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 and operating hazards; 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 resource and mineral reserve estimates; technical and design factors; 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 DFS Report; adverse changes in commodity prices; the inability of the Company to obtain required financing on favourable terms or at all (including with respect to the debt financing expected to be secured by the Mandated Lead Arrangers) or to complete the Subscription or the disposition of the Akdjol-Tokhtazan Project; the Company's inability to obtain, maintain, renew and/or extend required licenses, permits, authorizations and/or approvals from the appropriate regulatory authorities, including (without limitation) the Company's inability to obtain (or a delay in obtaining) the necessary construction and development permits and the Kazakh Formal Waiver, 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 general market conditions; lack of availability, at a reasonable cost or at all, of equipment or labour; the 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 mineral reserves; and future unforeseen liabilities and other factors including, but not limited to, those listed under "Risk and Uncertainties" in the Company's MD&A.

Any mineral resource and mineral reserve 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 and mineral reserve estimates in respect of its properties are well established, by their nature mineral resource and mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove unreliable. If such mineral resource and mineral reserve 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.

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.

Contact Information

  • Orsu Metals Corporation
    Kevin Denham
    Chief Financial Officer and Company Secretary
    +44 (0) 20 7518 3999
    www.orsumetals.com

    Canaccord Genuity Limited
    Ryan Gaffney
    +44 (0) 20 7523 8000

    Canaccord Genuity Limited
    Andrew Chubb
    +44 (0) 20 7523 8000

    Vanguard Shareholder Solutions
    +1 604 608 0824