European Minerals Corporation: Results for the Year Ended December 31, 2007-Filing of Annual Financial Statements, MD&A, AIF & Restated Quarte
Mon Apr 14, 9:04 AM
ca.news.finance.yahoo.com
LONDON, UNITED KINGDOM--(Marketwire - April 14, 2008) - European Minerals Corporation ("EMC or the "Company")(TSX: EPM.TO)(AIM: EUM) an international mineral exploration and development company focused on identifying, acquiring and developing resource projects, today reports its results for the year ended December 31, 2007 and announces the filing of the annual consolidated financial statements, management discussion and analysis and annual information form for the Company's financial year ended December 31, 2007 and its restated interim financial statements for Q1, Q2 and Q3 of 2007. All amounts are expressed in US dollars unless otherwise indicated.
Tony Williams, Chairman of EMC commented today:
"The construction phase at Varvarinskoye is now complete and the Plant is being commissioned. We're resolving ongoing issues which are inevitable during this process and continue to progress towards out target of achieving commercial production by the end of Q3, 2008."
HIGHLIGHTS
Operational
- Construction of the Varvarinskoye Plant completed
- Plant commissioning commenced
- First gold poured
- Updated estimate of mineral resources and reserves estimates at Varvarinskoye
- Drilling for additional mineralization is underway
- Private placement of new shares concluded
- Project loan fully utilized
- President Nursultan Nazarbayev of Kazakhstan visited Varvarinskoye
- Resolution of ABSA Claim (March 2008)
Financial
- The Company's focus continued to be the development of the Varvarinskoye gold and copper mine.
- As at December 31, 2007, the Company had assets of $271.1 million with cash balances totalling of $25.2 million.
- Cash spend on the development of the Varvarinskoye Project amounted to approximately $61 million for the year.
- EBITDA loss of $9.2 million (2006 - $9.7 million), which includes non-cash share option expense of $2.9 million (2006 - $5.7 million).
MANAGEMENT'S DISCUSSION AND ANALYSIS
A full Management's Discussion and Analysis of results for the year ended December 31, 2007 ("MD&A") together with the Financial Statements ("Financials") for the same period are available on SEDAR at www.sedar.com. These documents can also be obtained on application to the Company.
The following information has been extracted from the MD&A and the Financials.
FINANCIAL RESULTS
Description
EMC is a mineral exploration and development company focused on identifying, acquiring and developing resource projects. The Company's principal asset is the Varvarinskoye Gold-Copper Mine ("Varvarinskoye" or "Varvarinskoye Project") located in the Republic of Kazakhstan and held by a wholly- owned subsidiary of the Company, JSC Varvarinskoye ("JSCV").
During the year ended December 31, 2007 the Company completed the development of the mine and plant facilities at Varvarinskoye and by the year end had commenced the commissioning of the process plant at Varvarinskoye ("the Plant") and produced the first gold. See "Varvarinskoye Project-Progress Update" for further detail.
The Company's shares are traded on the Toronto Stock Exchange and on the Alternative Investment Market of the London Stock Exchange under the symbols "EPM" and "EUM" respectively.
VARVARINSKOYE PROJECT
The Varvarinskoye Project is located close to the village of Varvarinka, 130 km southwest of Kustanai in Northern Kazakhstan. The project occupies an area of approximately 1,300 hectares. During 2007, completing the development and construction of the Plant and mining infrastructure at Varvarinskoye was Management's main focus.
Progress update
In line with its revised timing estimate, the development of the Varvarinskoye Project had been completed by October 2007 when the commissioning of the Plant commenced.
On September 14, 2007, President Nursultan Nazarbayev of Kazakhstan visited Varvarinskoye. President Nazarbayev's first action on site was to initiate a blast of about 50,000 tonnes of ore in the Varvarinskoye main pit. President Nazarbayev then visited the Plant. President Nazarbayev addressed the workforce and spoke eloquently about the positive impact that the Varvarinskoye Project would have on this region of Kustanai Oblast and how the successful development of Varvarinskoye reflected the strategic economic policies that the Kazakh Government are pursuing. President Nazarbayev then started the mills on the Varvarinskoye copper/gold circuit.
Mechanical commissioning commenced during October and was completed in November. This "cold" commissioning phase was managed by the Company's in-house commissioning team. The commissioning team had been on site since early October 2007, initially training the Company's Plant operators and assisting the construction team in preparation for the "cold" commissioning of the Plant. In December the feeding of crushed ore into the Plant commenced. The Company produced its first gold in late December 2007.
Gold has continued to be produced during the ongoing commissioning phase. Since the year end four consignments of dore containing approximately 3,300 ounces of gold have been sent for processing.
Commissioning of the flotation circuit commenced in February 2008, with the objective of building up daily throughput tonnage of ore in both the gold leach and copper flotation circuits until the Plant reaches its design rate of 4.2 million tonnes of ore per annum. The Company produced its first gold and copper concentrate from the flotation circuit in March 2008 and expects to ship this for processing during April 2008. Metallurgical performance in the Plant is good, with metal recoveries in the gold leach circuit and the copper/gold flotation circuit in line with design parameters.
The commissioning process is progressing slower than previously anticipated by the Company. The ramp up to commercial production is now expected to be achieved by the end of Q3 fiscal 2008.
During 2007 the Company continued to enhance its management and operating team at Varvarinskoye with the appointments of Kazakh national and expatriate managers. This has continued since the year end. Management is confident the team at Varvarinskoye has the knowledge and experience to establish a commercial mining operation.
Varvarinskoye Exploration
During Q4, Fiscal 2007, two diamond drilling rigs were mobilized at Varvarinskoye to undertake drilling to delineate additional mineralisation within the current mining limits and beneath the planned pit bottom. Results from this drilling will be reported as they become available.
In addition, a 2,500 metre drilling programme commenced. The purpose of this programme is to test various gold and copper geological anomalies within the 220 sq km exploration licence which surrounds the 3 sq km Varvarinskoye mining licence.
Qualified Person
William G. Kennedy, the Company's President and Chief Executive Officer is a "qualified person" (as such term is defined in National Instrument 43-101), and is responsible for the technical information in this press release.
OTHER PROJECTS AND EXPLORATION
During 2007, the Company continued to investigate sourcing additional exploration projects with a focus on properties in Eastern Europe and plans to continue these efforts in fiscal year 2008. Consistent with the Company's policy on expensing costs relating to non-specific projects, these expenditures have been written-off in fiscal years 2007 and 2006.
In 1999 the Company sold its interest in Tasbulat Oil Corporation ("Tasbulat"), a company producing oil in Kazakhstan. This remaining net investment in oil and gas residual interests is expected to be recovered from the Company's share of a 1% gross overriding royalty (based on gross sales proceeds less certain sales related costs and taxes) which is payable to the Company from all oil produced from the Tasbulat Fields exceeding 2.0 million barrels of oil equivalent. $0.3 million (2006 - $0.25 million) of royalty income has been booked for the year ended December 31, 2007. This has been deducted from the carrying value of the investment. The Company anticipates full recovery of its residual net investment in oil and gas interests from future royalty income.
During 2007, Management concluded that the Company's exploration concessions in Albania were not core to future strategy. As a result, the Company disposed of its interest for a total of $0.4 million to be received over an agreed timescale.
Results for the year ended December 31, 2007
The Company's revenues for fiscal years ended 2007 and 2006 represent interest income on cash deposits held. Total revenues for fiscal year 2007 are $1.3million compared to $1.8 million for 2006. The year-on -year decrease of $0.5 million is attributable to the Company holding decreased cash balances in fiscal year 2007 over fiscal year 2006.
The Company's EBITDA for fiscal year 2007 is a loss of $9.2 million compared to $9.7 million for fiscal year 2006, a decrease of $0.6 million. The main reasons for year-on-year variations are as follows:
Administration costs of $6.2 million have been recorded for fiscal year 2007 compared to $2.5 million for 2006. The increase of $3.7 million is in line with Management's expectations and reflects the cost of increasing the Company's management team, increased levels of corporate activity, staffing, travel and overheads necessitated by the growth in operations since last year. Stock based compensation for fiscal year 2007 was $2.9 million compared to $5.7 million for fiscal year 2006, a decrease of $2.8 million. During fiscal year 2007 the Company awarded options to members of its Board, Management and key employees. An appropriate option award is considered to be an integral component in attracting and retaining key staff.
The Company adopted CICA Handbook Section 3865 "Hedges" ("CICA 3865") which establishes standards for when and how hedge accounting may be applied. The Company has determined that the derivative instruments currently in place do not meet the requirements of CICA 3865 to qualify them as hedges. Accordingly, such instruments that do not qualify for hedge accounting are required to be marked-to-market with changes in their fair value recognized as unrealized gains and losses in the financial statements in the period in which they occur. The adoption of CICA 3865 gave rise to a non-cash transitional adjustment of $69.6 million as at January 1, 2007 which was charged to opening deficit and a non-cash unrealized loss recorded in the Statement of for the year ended December 31, 2007 of $71 million.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2007 the Company's main source of liquidity was unrestricted cash of $25.2 million (2006-$19.6 million).
At December 31, 2007, the Company's consolidated working capital comprising free cash, inventories, accounts receivable and prepaids and less accounts payable was $30.8 million compared to $8.3 million at December 31, 2006 representing an increase of $22.5 million. The increase in working capital arose as a result of increased cash resources of $5.7 million on a year-on-year basis generated from the proceeds of share issuances and long-term debt, net of capital expenditure, and, following the completion of construction at Varvarinskoye, the recognition of inventories of $18.7 million (2006 - $nil), an increase in accounts receivable and prepaid expenses by $0.6 million offset by an increase in accounts payable and accrued liabilities of $2.4 million. Factoring in the current portion of long-term debt and derivative instruments, the Company had a working capital deficit of $20.8 million at December 31, 2007 (2006, positive working capital of $8.3 million).
The Company's spending incurred on the Varvarinskoye Project and its working capital requirements during fiscal year 2007 has been financed through a combination of debt, utilization of restricted cash and equity.
On December 18, 2007, the Company issued a total of 17,496,875 common shares of no par value Company at a price of $1.28 per share, for aggregate gross proceeds of approximately $22 million in connection with a private placement. The Company raised these funds to fund advancement of its mineral projects and for general corporate purposes. The common shares rank pari passu with the existing common shares in the Company.
In 2006, the Company concluded negotiations on the debt facility to finance the remaining capital spend on the Varvarinskoye Project. Over the course of fiscal year 2007, the Company drew down $46.4 million from the debt facility (2006 - $13.8 million), leaving total debt outstanding at December 31, 2007 of $60.2 million. As at December 31, 2007, the debt facility was considered fully utilized.
At December 31, 2007, the Company had restricted cash of $0.1 million (December 31, 2006 - $16.2 million), which comprised funds not available for general or other purposes. These funds were originally set aside as part of the covenants relating to the debt facility. The total set aside to cover potential cost over-runs in the completion of the Varvarinskoye Project as at December 31, 2006 was $15 million. This balance was fully utilized on spend on the Varvarinskoye Project during fiscal 2007 leaving a balance of $nil at December 31, 2007. At December 31, 2007, $0.1 million (December 31, 2006 - $1.2 million) was held to cover certain other costs to be incurred in relation to the debt facility.
As a condition of the debt facility, the Company implemented the Varvarinskoye Hedge. The Company has sold 443,000 ounces of gold at a price of $574.25 per ounce. The Varvarinskoye Hedge is un-margined with deliveries of gold into the hedge originally scheduled to commence in the first quarter of 2008. However, during the initial commissioning phase, the Company's gold production has been insufficient to meet its hedge commitments and these commitments have been settled utilizing cash totalling approximately $6.3 million to the date of this release. See "Outlook "for further details.
The Company continues to have discussions with its lenders with the objective of deferring immediate hedge and loan repayment commitments and aligning these with the establishment of commercial production at Varvarinskoye. There can be no guarantee that these discussion will result in a deferral of its loan and hedge commitments and if not, further payments may be required.
Based on the market price of gold at December 31, 2007, the Company has recorded an unrealized derivative liability of $140.6 million.
Project capital spend during the year ended December 31, 2007 was $87.1 million (2006 - $80.3 million). This represents amounts spent on the Varvarinskoye Project and includes capitalized stock option costs of $1.9 million (2006 - $1.8 million), capitalized interest and finance charges of $3.1 million (2006 - $0.1 million), amortized deferred finance costs of $6.2 million (2006 - $0.1 million), $8.3 million (2006 - $2.6 million) relating to asset retirement obligations and property, plant and equipment of approximately $67.6 million.
OUTLOOK
The Company achieved its primary objective for 2007 and by the end of the fiscal year, the construction phase at Varvarinskoye had been completed, the commissioning process had commenced and the first gold had been produced. The Company was also honored to have welcomed President Nazarbayev to the Varvarinskoye site in September 2007.
The commissioning of the flotation circuit commenced in February 2008. The target for 2008 is to manage the ongoing commissioning process and build up daily throughput of tonnage of ore in both the gold leach and copper circuits until the process plant reaches its design rate of 4.2 million tonnes of pre per annum.
As the discussions as referred to under "Liquidity and Resources" above with the Company's Lenders have not been concluded, Management is actively pursuing alternative sources of additional funding to secure the Company's treasury position until such time as the cash flows from Varvarinskoye are established at levels sufficient to meet ongoing working capital, debt, hedging and other capital commitments.
The Company's latest mine plan for Varvarinskoye, reflecting the metal prices and operating costs used to calculate the updated estimates of mineral resources and reserves, scheduled and optimized by Orelogy and applying the assumptions and parameters as discussed under "reserves" on page 5 of the MD&A, anticipates annual gold production of 149,000 ounces in years one to three of the project at an estimated cash cost, after copper credits, of $127 per ounce. Over the estimated 17 year mine life average annual gold production is estimated to be 120,000 per annum ounces at an estimated cash costs, after copper credits, of $261 per ounce.
Exploratory drilling will continue to delineate additional mineralization below the planned pit bottom and within the 220 sq km exploration licence surrounding Varvarinskoye. Additionally Management are also investigating potential expansion of the plant facilities at Varvarinskoye to enhance production levels beyond current plans.
Management continue to seek new opportunities to add to the Company's portfolio of assets and remain confident the evolution of Varvarinskoye from a development project to an established commercial mining operation will provide a strong foundation for the Company's future growth.
FILING OF ANNUAL FINANCIAL STATEMENTS, MD&A, AIF AND RESTATED QUARTERLY FINANCIAL STATEMENTS AND RELATED MD&A
The delay in the completion of the annual consolidated financial statements of the Company and related audit resulted from additional time required to incorporate the financial implications of the Company's successful resolution on March 28, 2008 of the litigation concerning the Company's action to recover monies advanced to a former contractor, which were expropriated by ABSA Bank Limited of South Africa, as well as unexpected difficulties encountered in finalizing inter-group reporting from the Company's Kazakhstan operation.
The Company has also restated and refiled its interim financial statements for Q1, Q2 and Q3 of 2007. These interim financial statements have been restated to comply with CICA Handbook Sections 3855 and 3865 in respect of the Company's accounting for derivatives.
The Company has also restated and refiled its management discussion and analyses relating to each of such periods.
Each of the restated and refiled financial statements and related management discussion and analyses replace and supersede the respective previously filed original financial statements and related management discussion and analysis. Such previously filed original financial statements and management discussion and analyses should be disregarded.
Each of the restated and refiled financial statements and related management discussion and analyses can be reviewed on SEDAR under the Company's profile at www.sedar.com.
European Minerals Corporation
Consolidated Statements of Operations, Comprehensive Loss and Deficit
For the years ended December 31, 2007 and 2006
(in thousands of U.S. dollars except shares and per share amounts)
------------------------------------------------------------------------
2007 2006
$ $
Income
Interest 1,341 1,794
------------------
Expenses
Unrealized loss on derivative instruments 70,980 -
Investor relations 456 240
Administration 6,211 2,466
Legal and professional fees 643 665
Stock-based compensation 2,913 5,698
Foreign exchange gain (720) (440)
Write-off of property, plant and equipment - 1,001
Project and development expenditure 668 1,091
Gain on disposal of development properties (400) -
------------------
80,751 10,721
------------------
Net loss before income tax recovery (79,410) (8,927)
Income tax recovery (1,820) (328)
------------------
Net loss and comprehensive loss for the year (77,590) (8,599)
------------------
------------------
------------------
------------------
Basic and diluted loss per common share (0.28) (0.03)
------------------
------------------
Weighted average number of shares ('000s) 281,732 259,837
------------------
------------------
Deficit - Beginning of year (70,724) (62,125)
Transitional Adjustment (69,641) -
------------------
Deficit - Adjusted (140,365) (62,125)
Loss for the year (77,590) (8,599)
------------------
Deficit- End of Year (217,955) (70,724)
------------------
------------------
The accompanying notes are an integral part of these unaudited
consolidated financial statements
European Minerals Corporation
Consolidated Balance Sheets
As at December 30, 2007 and December 31, 2006
(in thousands of U.S. dollars)
------------------------------------------------------------------------
2007 2006
$ $
Assets
Current assets
Cash and cash equivalents 25,250 19,554
Inventories (note 5) 18,738 -
Accounts receivable and prepaid expenses 1,032 474
------------------
45,020 20,028
Restricted cash 127 16,249
Property, plant and equipment 220,476 139,137
Net investment in oil and gas residual interests 1,364 1,693
Advances held by contractor's bank 4,180 4,003
Deferred financing costs - 13,145
------------------
271,167 194,255
------------------
------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 14,140 11,706
Current portion of long term debt 32,475 -
Current portion of derivative instruments 19,185 -
------------------
65,800 11,706
Long-term debt 17,645 13,847
Derivative instruments 121,436 -
Future income taxes 6,705 2,272
Asset retirement obligations 11,388 3,052
------------------
222,974 30,877
------------------
Shareholders' Equity
Share capital 204,553 174,985
Share purchase warrants 46,629 46,346
Share purchase options 13,567 9,599
Share purchase units - 2,376
Contributed surplus 1,399 796
Deficit (217,955) (70,724)
------------------
48,193 163,378
------------------
271,167 194,255
------------------
------------------
Approved by the Board of Directors
A J Williams Director W G Kennedy Director
A.J. Williams W.G. Kennedy
European Minerals Corporation
Consolidated Statements of Cash Flows
For the quarter and period ended September 30, 2007 and 2006
(in thousands of U.S. dollars except shares and per share amounts)
------------------------------------------------------------------------
2007 2006
$ $
Cash provided from (used for)
Operating activities
Net loss for the year after income tax (77,590) (8,599)
Adjustment to reconcile net loss to cash flow
from operating activities
Write-off of property, plant and equipment - 1,001
Unrealized loss on derivative instruments 70,980 -
Unrealized foreign exchange (177) 515
Stock-based compensation 2,913 5,698
Future income tax recovery (1,820) (328)
Shares provided for consulting services - 78
Changes in non-cash working capital
(Increase) in inventories (18,738) -
(Increase) decrease in accounts receivable
and prepaid expenses (476) 95
Increase (decrease)in accounts payable
and accrued liabilities 4,916 (1,883)
-------------------
Cash used in operating activities (19,992) (3,423)
-------------------
Investing activities
Expenditures on Varvarinskoye property, plant
and equipment (61,222) (68,513)
Acquisition of minority interest in
Varvarinskoye project - (2,250)
Restricted cash (note 4) 16,122 8,186
Recovery of net investment in oil and gas
residual interests 246 606
-------------------
Cash used in investing activities (44,854) (61,971)
Financing activities
Common shares issued, net of issue costs 21,275 64,624
Proceeds from exercise of stock options 672 135
Proceeds from exercise of warrants 1,036 36
Proceeds from exercise of units 4,045 3,313
Proceeds from long-term debt 46,367 13,847
Debt issue costs (2,853) (6,481)
-------------------
Cash provided by financing activities 70,542 75,474
-------------------
Increase in cash and cash equivalents 5,696 10,080
Cash and cash equivalents - Beginning of year 19,554 9,474
-------------------
Cash and cash equivalents - End of year 25,250 19,554
-------------------
-------------------
European Minerals Corporation
Notes to Consolidated Financial Statements
For the quarter and period ended September 30, 2007
(in thousands of US dollars)
1) Continuing operations
European Minerals Corporation ("EMC" or the "Company") is a mineral exploration and development company focused on identifying, acquiring and developing resource projects. The Company's principal asset is the Varvarinskoye Gold-Copper deposit ("Varvarinskoye") located in the Republic of Kazakhstan. The Company has completed the development of the mine and plant facilities at Varvarinskoye and is currently commissioning the plant. During the commissioning period there will be a phased ramp up to commercial production. The Company anticipates achieving commercial production by the end of Quarter 3, fiscal year 2008 (commercial production is defined in note 2 to these financial statements).
The Company also controls exploration projects in the Republic of Kazakhstan. The Company's shares are traded on the Toronto Stock Exchange and on the Alternative Investment Market of the London Stock Exchange.
As at December 31, 2007, the Company had forecast capital expenditures for the Varvarinskoye Project amounting to $6.8 million.
Use of estimates
The preparation of financial statements in conformity with Canadian GAAP requires the Company's management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Actual results may differ from those estimates.
Revenue recognition
Revenue from mineral sales is based on the value of minerals sold, net of value added tax, and is recognized at the time that mineral ore is delivered to the customer, title and risks of ownership have passed, collection is reasonably assured and the price is reasonably determinable. Refining and treatment charges are netted against revenue.
Foreign currencies
The Company's subsidiaries are integrated foreign operations. Revenues and expenses in foreign currencies are translated into United States dollars at the exchange rates on the dates of the transactions except for depreciation and amortization which are recorded as historic rates. Monetary assets and liabilities are translated at the exchange rates in effect at the balance sheet date. Non-monetary items are translated at historical rates. Differences arising on foreign currency translations are reflected in the consolidated statement of operations.
Cash and cash equivalents
Cash and cash equivalent balances include cash and short-term deposits with banks or other financial institutions that have an original maturity date of 90 days or less. Cash equivalents have been designated as available-for-sale and are reported on the balance sheet at fair value with changes in their fair value reported in other comprehensive income, net of income taxes.
Inventories
Product inventories are carried at the lower of cost or net realisable value. Costs that are incurred in or benefit the production process are accumulated as stockpiles, gold in process, and product inventories. Production costs include the costs of materials, costs of processing, direct labour mine and plant facility overheads, depreciation, depletion and amortization. Materials and supplies inventories are carried at the lower of cost or replacement cost.
Stockpiled ore is measured by estimating the number of tonnes added and removed from the stockpile, the number of contained metal ounces based on assay data, and the estimated recovery percentage based on the expected processing method. Stockpile tonnages are verified by periodic surveys.
Mineral property interests
Mineral property interests represent capitalized expenditures related to the acquisition, exploration and development of mining properties, related plant and equipment and related borrowing costs. Mine property, plant and equipment are recorded at cost. Repairs and maintenance expenditures are charged to operations; major improvements and replacements which extend the useful life of an asset are capitalized. Operating costs incurred prior to achieving commercial production, net of related revenues, are capitalized as mine development. Exploration and associated costs relating to properties for which there is no evidence of economically recoverable mineralization are expensed in the period incurred. Exploration costs relating to properties for which economically recoverable reserves are believed to exist are deferred until the project to which they relate is sold, abandoned, placed into production or becomes impaired.
From the commencement of commercial production capitalized costs will be depreciated and depleted using a unit of production method based on recoverable amounts to be mined from proven and probable reserves. Items of buildings, plant and equipment are recorded at cost and are depreciated on a straight line or diminishing balance basis over their useful estimated life as follows:
Buildings straight-line basis over periods from 3-20 years
Plant and equipment straight line basis over periods from 3-20 years
Vehicles straight line basis over 5 years
Office equipment, diminishing balance basis at annual rates of
furniture and fixtures between 20% and 30%
Commercial production is deemed to have commenced on the first day of a calendar month following a 30 day period where; mining and milling activities are operating at 65% of design capacity for a sustained period; the process plant is able to sustain production of at least 65% of planned capacity; metals are produced in saleable form; and ongoing production of metals can be sustained and generate positive cash flows.
When a mine construction project moves into the commercial production stage, the capitalisation of certain mine construction costs ceases and costs are either regarded as inventory or expensed, except for costs related to mining asset additions or improvements, mine and pit development or reserve development which are capitalized.
Expenditures incurred for stripping activity considered to be a betterment of mineral property are capitalized and amortized over the mineral reserves that directly benefit from the specific stripping activity.
Interest expense and financing costs allocable to the qualifying cost of developing mining properties and to constructing new facilities are capitalized until assets are ready for their intended use.
The Company reviews and evaluates its mineral property interests for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is considered to exist if the total future undiscounted cash flows are less than the carrying amount of the assets. Estimated future undiscounted cash flows are prepared using estimated future production, commodity prices, operating and capital costs and reclamation and closure costs. If the future undiscounted cash flows are less than the carrying value of the assets, the assets will be written down to fair value and the write-off charged to earnings.
Net investment in oil and gas residual interests
Sales proceeds and royalties received are recorded as a reduction to the carrying value of the Company's net investment in oil and gas residual interests.
Asset retirement obligation
The Company recognizes the estimated fair value of liabilities for asset retirement obligations, which include reclamation and closure costs, in the period they are incurred. A corresponding addition to the carrying value of the related asset is recorded and depreciated over the life of the related asset. The amount of the liability is subject to re-measurement at each reporting period for changes in the estimated timing or amount of expenditures and is accreted over time to the estimated retirement obligation ultimately payable through charges to operations.
The estimates are based principally on legal and regulatory requirements. It is possible that the Company's estimates of its ultimate reclamation and closure liabilities could change as a result of changes in regulations, the extent of environmental remediation required, changes in technology and the means and cost of reclamation.
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, current income taxes are recognized for the estimated income taxes payable for the current period. Future income tax assets and liabilities are recognized for temporary differences between the tax and accounting basis of assets and liabilities as well as for the benefit of losses available to be carried forward to future years for tax purposes. Future income tax assets are evaluated and if realization is not considered more likely than not, a valuation allowance is provided.
Derivative instruments
All derivative financial instruments are classified as held for trading and are measured at fair value. The fair value of these derivative instruments is adjusted at each balance sheet date with changes in fair value recorded in the determination of net income. Fair value estimates for derivative contracts are based on quoted market prices for comparable contracts and represent the amount the Company would have received from, or paid to, a counterparty to unwind the contract at the market rates in effect at the balance sheet date.
Incentive stock option plan
The Company uses the fair value method for accounting for stock-based awards or grants to non-employees and employees, including those that are direct awards of stock or call for settlement in shares or cash or other assets. Under the fair value method, compensation expense attributed to the direct award of stock is measured at the fair value of the award at the grant date, using an option pricing model, and is recognized over the vesting period of the award. The Company charges the cost related to stock-based compensation to the statement of operations, or in the case of project-related personnel, the Company capitalises the related amounts to mineral property. If and when the stock options are ultimately exercised, the applicable amounts of additional paid in capital and contributed surplus are credited to share capital.
Loss per share
Loss per share is calculated based on the weighted average number of common shares issued and outstanding during the year. Diluted loss per common share is calculated using the treasury stock method for outstanding stock options and warrants. Under the treasury stock method, incremental common shares issuable upon the exercise of stock options and warrants are excluded from the computation if their effect is anti-dilutive. In periods in which a loss is incurred, the calculation would be anti-dilutive in which case basic and diluted earnings per share are the same.
2) Adoption of New Accounting Standards and Recent Accounting Pronouncements
Effective January 1, 2007, the Company adopted the revised CICA Section 1506 "Accounting Changes" which require that: (i) voluntary changes in accounting principles can be made if, and only if, the changes result in more reliable and relevant information, (ii) changes in accounting policies are accompanied by disclosures of prior period amounts and justification for the change, and (iii) for changes in estimates, the nature and amount of the change should be disclosed. The Company has not made any voluntary change in accounting principles since the adoption of the revised standard.
Effective January 1, 2007, the Company adopted the three new accounting standards and related amendments to other standards on financial instruments issued by the CICA. Prior periods have not been restated.
(a) Financial Instruments - Recognition and Measurement, Section 3855
The standard prescribes when a financial asset, financial liability, or non-financial derivative is to be recognized on the balance sheet and whether fair value or cost-based methods are used to measure the recorded amounts. It also specifies how financial instruments gains and losses are to be presented. Effective January 1, 2007, the Company's cash and cash equivalents and restricted cash have been classified as available-for-sale and are recorded at fair value on the balance sheet. Fair values are determined directly by reference to the published price quotations in an active market. Unrealized gains and losses on these instruments are reflected in other comprehensive income and included in accumulated other comprehensive income on the balance sheet.
All derivative financial instruments are recorded on the consolidated balance sheet at fair value. Mark to market adjustments on those instruments are included in net income. The adoption of CICA 3855 gave rise to a transitional adjustment of $69.6 million as at January 1, 2007, arising from the mark to market of the Company's gold forward sales contracts, which was charged to opening deficit (see note 10(e)).
Accounts receivable and advances held by contractors' bank have been classified as loans and receivables and are recorded at cost or amortized cost, subject to impairment reviews. The criteria for assessing other-than-temporary impairment remain unchanged. Accounts payable and accrued liabilities and long-term debt have been classified as other financial liabilities and are recorded at amortised cost. Upon adoption entities have the option to expense transaction costs or to continue to defer them. The Company elected to continue to defer financing costs and to recognize these over the expected life of the resulting instrument using the effective interest method of amortization. Transaction costs incurred to acquire financial instruments are included in the underlying balance. As a result of the adoption of Section 3855, unamortized deferred financing costs relating to long term debt totalling $13.1 million have been reclassified from assets and have been offset against the convertible and long term loan balances in the balance sheet as at January 1, 2007 (see note 9). These costs are amortized over the period of the debt using the effective interest method.
(b) Hedges, Section 3865
CICA Handbook Section 3865 "Hedges" ("CICA 3865") establishes standards for when and how hedge accounting may be applied. Specifically, hedge accounting may be applied only when gains, losses, revenues and expenses on a hedging item would otherwise be recognized in net income in a different period than gains, losses, revenues and expenses are recognized on the hedged item. The Company adopted CICA 3865 with effect from January 1, 2007. None of the Company's derivative instruments, which comprised gold forward sales contracts at January 1, 2007, were designated as hedges under CICA 3865.
(c) Comprehensive Income, Section 1530
This standard requires the presentation of a statement of comprehensive income and its components. Comprehensive income includes both net earnings and other comprehensive income. Other comprehensive income includes holding gains and losses on available for sale investments, gains and losses on certain derivative instruments and foreign currency gains and losses relating to self-sustaining foreign operations, all of which are not included in the calculation of net earnings until realised.
(d) Deferred stripping
Effective January 1, 2007, the Company adopted the CICA Emerging Issues Committee Abstract 160 (EIC-160), "Stripping Costs Incurred in the Production Phase of a Mining Operation". EIC-160 requires stripping costs to be accounted for as variable production costs to be included in the costs of inventory produced, unless the stripping activity can be shown to be a betterment of the mineral property, in which case the stripping costs will be capitalized. Betterment occurs when stripping activity increases future output of the mine by providing access to additional sources of reserves. Capitalized stripping costs will be amortized on a unit of production basis over the proven and probable reserves to which they relate. No transitional adjustments arose from the adoption of EIC 160.
(e) Convertible and other debt instruments with Embedded Derivatives
Effective March 5, 2007, the Company adopted the CICA Emerging Issues Committee Abstract 164 (EIC-164): Convertible and other debt instruments with Embedded Derivatives. No transitional adjustments arose from the adoption of EIC -164.
Accounting Policy Developments
(i) The CICA plans to transition Canadian GAAP for public companies to International Financial reporting Standards ("IFRS"). The effective changeover date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The impact of the transition to IFRS on the Company's financial statements is not yet determinable.
(ii) In February 2007, the CICA issued Section 1535, "Capital Disclosures" which is effective for fiscal years beginning on or after October 1, 2007. This standard requires disclosure of information that enables users of its financial statements to evaluate the entity's objectives, policies and processes for managing capital. The Company will adopt this standard commencing in the 2008 fiscal year and is not expected to have a significant effect on the Company's financial statements.
CICA Handbook Section 3064, Goodwill and Intangible Assets, establishes revised standards for recognition, measurement and presentation and disclosure of goodwill and intangible assets. Concurrent with the introduction of this standard, the CICA withdrew EIC 27. Revenues and Expenses during the pre-operating period. As a result of the withdrawal of EIC 27, companies will no longer be able to defer costs and revenues incurred prior to commercial production at new mine operations. The changes are effective for interim and financial statements beginning January 1, 2009.
(iii) In February 2007, the CICA issued Section 3862 "Financial Instruments- Disclosure" ("Section 3862") and Section 3863 "Financial Instruments - Presentation" ("Section 3863"), which are effective for fiscal years beginning on or after October 1, 2007. The objective of Section 3862 is to provide financial statement disclosure to enable users to evaluate the significance of financial instruments for the Company's financial position and performance and the nature and extent of risks arising from financial instruments that the Company is exposed to during the reporting period and the balance sheet date and how the Company is managing those risks. The purpose of Section 3863 is to enhance the financial statement user's understanding of the significance of financial instruments to the Company's financial position, performance and cash flows. The Company will adopt this standard commencing in the 2008 fiscal year.
(iv) In May 2007, the CICA issued Section 3031 "Inventories" (Section 3031), that supersedes Handbook Section 3030 to converge Canadian standards with IAS 2, Inventories. This standard requires that inventories be measured at the lower of cost and net realizable value; the allocation of overhead based on normal capacity; the use of the specific cost method for inventories that are not normally interchangeable or goods and services produced for specific purposes; the use of a consistent cost formula for inventory of a similar nature and use; and the reversal of previous write-downs of inventory to net realizable value, when there is a subsequent increase in the value of inventories. Disclosure requirements will include the Company's policies, carrying amounts, amounts recognized as an expense, write-downs and subsequent reversal of write-downs. The Company will adopt this standard commencing in the 2008 fiscal year and is currently assessing the impact that this standard will have on the Company's financial statements.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of the Company in the United States. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This Press Release ("PR") contains or refers 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, information regarding the Company's expected or planned targets with respect to its operations and projects, estimates and/or anticipated levels of future gold and/or copper production, the Company's expectations with respect to the effect of commodity prices on future cost estimates, estimates of mineral resources and reserves, estimated operating costs, the estimated mine life of Varvarinskoye, the ability of Management to enhance production levels, Management's beliefs with respect to the ability of Varvarinskoye to provide a strong foundation for the Company's further growth, potential mineralization, exploration results and the Company's future exploration plans, the Company's ability to raise sufficient working capital to complete construction of the facilities necessary to place the Varvarinskoye Project into commercial production, the total cost estimate for completion of the Varvarinskoye process plant and related infrastructure, the Company's expectation of recovering its net investment in oil and gas residual interests, the Company's achievement of full commercial production at the Varvarinskoye Project and the anticipated revenue therefrom, development and operational plans and objectives (including delineating additional mineral resources).
The forward-looking information in this PR 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 PR, the Company has made assumptions regarding, among other things, the Company's ability to generate sufficient cash flow from operations and capital markets to meet its future obligations, the regulatory framework in Kazakhstan, with respect to, among other things, permits, licenses, authorizations, royalties, taxes and environmental matters, the ability of management to establish a commercial mining operation at Varvarinskoye, and the Company's ability to continue to obtain qualified staff and equipment in a timely and cost-efficient manner to meet the Company's demand.
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 realized or substantially realized, 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: the grade and recovery of ore which is mined varying from estimates; capital and operating costs varying significantly from estimates; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of, and the commencement of operations at, the Varvarinskoye Project caused by unavailability of equipment, labour or supplies, climatic conditions, delays in the delivery and installation of plant and equipment or otherwise; termination or suspension of the Company's debt facility; uncertainty of the outcome of any litigation; inability to delineate additional mineral resources or reserves; and other factors.
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.
Additional information about the risks and uncertainties of the Company's business is provided in its disclosure materials, including its Annual Information Form, available under the Company's profile on SEDAR at www.sedar.com.
NON-GAAP Measures
"EBITDA" is a non-GAAP measure of performance that describes earnings before interest, taxes, depletion and depreciation, non-cash foreign exchange loss or gain, stock compensation charges, fair value losses or gains on forward obligations and non-cash foreign exchange movements.
Contacts
European Minerals Corporation
INVESTOR INFORMATION - UK
Tony Williams
Chairman
+ 44 (0) 20 7529 7508
Bert Kennedy
European Minerals Corporation
President and CEO
+ 44 (0) 20 7529 7508
Mike Jones/Robin Birchall
Canaccord Adams Limited
+ 44 (0) 20 7050 6600
Vanguard Shareholder Solution, Inc.
INVESTOR INFORMATION - North America
Keith Schaefer
1-866-448-0780
Email: ir@vanguardsolutions.ca |
