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Mon 10 May 2010, 13:52 UUU - Uranium One Inc - Interim consolidated financial statements for
UUU
UUU                                                                             
UUU - Uranium One Inc - Interim consolidated financial statements for           
the three months                                                                
Ended 31 March 2010                                                             
Uranium One Inc                                                                 
(Incorporated in Canada)                                                        
(Registration number: 15096422420)                                              
Share code on the JSE: UUU & ISIN: CA91701P1053                                 
Share code on the TSX: UUU & ISIN: CA91701P1053                                 
Interim Consolidated Financial Statements                                       
for the three months ended March 31, 2010                                       
(Unaudited)                                                                     
Mar 31,     Dec 31,                   
                                          2010        2009                      
                                 Notes    $`000       $`000                     
ASSETS                                                                          
Current assets                                                                  
Cash and cash equivalents                  451,361     148,465                  
Restricted cash                   10       8,577       -                        
Accounts and other receivables             45,807      42,405                   
Current portion of loans to       4.2      1,088       -                        
joint ventures                                                                  
Inventories                       5        87,666      71,634                   
Other assets                      7        1,552       24,472                   
596,051     286,976                   
                                                                                
Non-current assets                                                              
Mineral interests, plant and      6        1,807,834   1,748,284                
equipment                                                                       
Loans to joint ventures           4.2      29,717      29,250                   
Other assets                      7        71,808      33,137                   
Assets held for sale              3.2      51,460      51,460                   
1,960,819   1,862,131                 
                                                                                
Total assets                               2,556,870   2,149,107                
                                                                                

LIABILITIES                                                                     
Current liabilities                                                             
Accounts payable and accrued               57,677      65,908                   
liabilities                                                                     
Income taxes payable                       566         1,633                    
Current portion of long term      8        64,313      63,579                   
debt                                                                            
Other liabilities                 10       39,659      137,043                  
                                          162,215     268,163                   
                                                                                
Non-current liabilities                                                         
Convertible debentures            9        483,340     140,862                  
Asset retirement obligations               23,252      16,100                   
Future income tax liabilities              192,855     180,687                  
Other liabilities                 10       49,345      49,451                   
Assets held for sale              3.2      14,160      12,944                   
                                          762,952     400,044                   
                                                                                
                                                                                
SHAREHOLDERS` EQUITY                                                            
Share capital                     11       3,823,952   3,823,297                
Contributed surplus               12       134,908     133,478                  
Equity component of convertible            216,186     46,480                   
debentures                                                                      
Accumulated other comprehensive            16,910      16,392                   
income                                                                          
Deficit                                    (2,560,253) (2,538,747)              
1,631,703   1,480,900                 
                                                                                
Total shareholders` equity and             2,556,870   2,149,107                
liabilities                                                                     
Basis of presentation and principles of consolidation (note 2.1)                
The accompanying notes form an integral part of these Interim                   
Consolidated Financial Statements                                               
Interim consolidated statements of operations - unaudited                       
For the three months ended March 31, 2010 and 2009                              
(in United States Dollars)                                                      
                                         Three months ended                     
                                         Mar 31,     Mar 31,                    
2010        2009                       
                                    Not  $`000       $`000                      
                                    es                                          
Revenues                                  35,529      42,969                    
Operating expenses                        (14,170)    (15,011)                  
Depreciation and depletion                (12,465)    (12,031)                  
Earnings from mine operations             8,894       15,927                    
General and administrative (1)            (9,431)     (9,091)                   
Exploration expense                       (904)       (1,791)                   
Impairment of mineral interests,     3.2  (1,216)     -                         
plant and equipment                                                             
Care and maintenance and closure          (1,579)     (3,576)                   
costs                                                                           
Operating (loss) / earnings               (4,236)     1,469                     
Interest and other                   13   (8,117)     (2,066)                   
Gain on available for sale                41          -                         
securities                                                                      
Foreign exchange (loss) / gain       14   (7,533)     70,459                    
Other                                     (1,053)     (4)                       
(Loss) / earnings from continuing         (20,898)    69,858                    
operations before income taxes                                                  
Current income tax expense                (3,168)     (11,617)                  
Future income tax recovery                2,560       5,115                     
(Loss) / earnings from continuing         (21,506)    63,356                    
operations                                                                      
Loss from discontinued operations         -           (2,223)                   
Net (loss) / earnings                     (21,506)    61,133                    
                                                                                
(1) Stock option and restricted      12   1,979       1,466                     
share expense (non-cash) included                                               
in general and administrative                                                   
                                                                                
Loss per share from continuing                                                  
operations                                                                      
    Basic                                $(0.04)     $0.13                      
    Diluted                              $(0.04)     $0.13                      

Loss per share from discontinued                                                
operations                                                                      
    Basic                                -           $(0.00)                    
Diluted                              -           $(0.00)                    
                                                                                
Net (loss) / earnings per share                                                 
    Basic                                $(0.04)     $0.13                      
Diluted                              $(0.04)     $0.13                      
                                                                                
Weighted average number of shares                                               
(in thousands)                                                                  
Basic                           16   587,294     469,614                    
    Diluted                         16   587,294     477,625                    
                                                                                
The accompanying notes form an integral part of these Interim                   
Consolidated Financial Statements.                                              
Interim consolidated statements of changes in equity - unaudited                
For the three months ended March 31, 2010 and year ended December 31,           
2009                                                                            
(in United States Dollars)                                                      
                   Share   Contrib  Equity  Accumul  Deficit Total              
                   capital uted     compone ated     $`000   $`000              
                   $`000   surplus  nt of   other                               
$`000    convert compreh                             
                                    ible    en-                                 
                                    debentu sive                                
                                    res     income                              
$`000   /                                   
                                            (loss)                              
                                            $`000                               
Balance as at       3,522,8 131,602  46,480  (247,70  (2,502, 950,538           
January 1, 2009     24                       8)       660)                      
Net loss for the    -       -        -       -        (36,087 (36,087           
year                                                  )       )                 
Stock options and   -       7,502    -       -        -       7,502             
restricted shares                                                               
vested                                                                          
Exercise of stock   6,856   (5,626)  -       -        -       1,230             
options and                                                                     
restricted shares                                                               
Issuance of         388                                       388               
contingent shares                                                               
Unrealized gain     -       -        -       16,391   -       16,391            
recognized on                                                                   
translation of                                                                  
self-sustaining                                                                 
foreign                                                                         
operations                                                                      
Realized loss on    -       -        -       13,074   -       13,074            
sale of Gold One                                                                
Realized loss on    -       -        -       234,533  -       234,533           
sale of Uranium                                                                 
One Africa                                                                      
Acquisition of      293,229 -        -       -        -       293,229           
Karatau                                                                         
Fair value          -       -        -       102      -       102               
adjustments on                                                                  
available for                                                                   
sale securities                                                                 
Balance as at       3,823,2 133,478  46,480  16,392   (2,538, 1,480,9           
December 31, 2009   97                                747)    00                
Net loss for the    -       -        -       -        (21,506 (21,506           
period                                                )       )                 
Stock options and   -       1,979    -       -        -       1,979             
restricted shares                                                               
vested                                                                          
Exercise of stock   655     (549)    -       -        -       106               
options and                                                                     
restricted shares                                                               
Unrealized gain     -       -        -       2,081    -       2,081             
recognized on                                                                   
translation of                                                                  
self-sustaining                                                                 
foreign                                                                         
operations                                                                      
Fair value          -       -        -       (1,563)  -       (1,563)           
adjustments on                                                                  
available for                                                                   
sale securities                                                                 
JUMI Debentures     -       -        125,692 -        -       125,692           
(note 9)                                                                        
2010 Debentures     -       -        44,014  -        -       44,014            
(note 9)                                                                        
Balance as at       3,823,9 134,908  216,186 16,910   (2,560, 1,631,7           
March 31, 2010      52                                253)    03                
The accompanying notes form an integral part of these Interim                   
Consolidated Financial Statements                                               
Interim consolidated statements of comprehensive income/(loss) -                
unaudited                                                                       
For the three months ended March 31, 2010 and 2009                              
(in United States Dollars)                                                      
Mar 31,                 
                                              Mar 31,   2009                    
                                              2010                              
                                              $`000     $`000                   
Unrealized (loss) / gain recognized on         2,081     807                    
translation of self-sustaining foreign                                          
operations                                                                      
Realized loss on sale of Gold One              -         10,840                 
Fair value adjustments on available            (1,563)   123                    
for sale securities                                                             
Other comprehensive income / (loss)            518       11,770                 
for the period                                                                  
Net (loss) / profit                            (21,506   61,133                 
                                              )                                 
Comprehensive (loss) / income                  (20,988   72,903                 
                                              )                                 
Interim Consolidated Statements of Accumulated Other Comprehensive              
Income / (Loss) - Unaudited                                                     
As at March 31, 2010 and December 31, 2009                                      
(in United States dollars)                                                      
Mar 31,   Dec 31,                 
                                              2010      2009                    
                                              $`000     $`000                   
Accumulated other comprehensive income         16,392    (247,70                
/ (loss) at January 1                                    8)                     
Other comprehensive income for the             518       264,100                
period                                                                          
                                              16,910    16,392                  
Deficit                                        (2,560,   (2,538,                
                                              253)      747)                    
Accumulated other comprehensive loss           (2,543,   (2,522,                
and deficit                                    343)      355)                   

Components of accumulated other                                                 
comprehensive income at the end of the                                          
period:                                                                         
Unrealized foreign exchange adjustment         18,371    16,290                 
- continuing operations                                                         
Available for sale marketable                  (1,461)   102                    
securities and investments                                                      
16,910    16,392                  
The accompanying notes form an integral part of these Interim                   
Consolidated Financial Statements                                               
Interim consolidated statements of cash flows - unaudited                       
For the three months ended March 31, 2010 and 2009                              
(in United States Dollars)                                                      
                                              Three months                      
                                              ended                             
Mar 31,   Mar 31,                 
                                              2010      2009                    
                                         Not  $`000     $`000                   
                                         es                                     
Net (loss) / earnings from continuing          (21,506   63,356                 
operations                                     )                                
                                                                                
Items not affecting cash:                                                       
- Fair value adjustment included in       10   (3,398)   -                      
revenue                                                                         
- Depreciation and depletion                   12,465    12,031                 
- Impairment of mineral interest plant    3.2  1,216     -                      
and equipment                                                                   
- Stock option and restricted share       12   1,979     1,466                  
expense                                                                         
- Interest accrued on loans and                6,357     2,437                  
debentures                                                                      
- Unrealized foreign exchange loss /      14   6,419     (70,923                
(gain)                                                   )                      
- Future income tax recovery                   (2,560)   (5,115)                
- Other                                        454       1,339                  
Movement in non-cash working capital      15   (1,261)   8,589                  
Cash flows from operating activities           165       13,180                 
                                                                                
Acquisition of mineral interests, plant        (20,966   (10,183                
and equipment                                  )         )                      
Cash payments for other assets                 (17,442   (1,302)                
                                              )                                 
Acquisition of Christensen Ranch and           (28,869   -                      
Irigaray                                       )                                
Acquisition of available for sale              (26,445   -                      
securities                                     )                                
Karatau promissory note and contingent         (111,77   -                      
payment                                        3)                               
Cash advance for sulphuric acid plant          -         (2,729)                
investment                                                                      
Proceeds on sale of Gold One                   -         12,999                 
Uranium purchased                              -         (2,407)                
Cash proceeds from joint ventures              -         4,667                  
Proceeds on sale of mineral interests,         -         3,679                  
plant and equipment                                                             
Restricted cash                           10   (8,577)   -                      
Other                                          (168)     -                      
Cash flows (used in) / from investing          (214,24   4,724                  
activities                                     0)                               
                                                                                
Common shares issued, net of issue costs       106       -                      
Net loans received by joint ventures           12,322    12,000                 
Debentures issued, net of issue costs          498,626   -                      
Cash flows from financing activities           511,054   12,000                 
                                                                                
Effects of exchange rate changes on cash       5,917     (2,220)                
and cash equivalents                                                            
Net increase in cash and cash                  302,896   27,684                 
equivalents from continuing operations                                          
Cash and cash equivalents at the beginning of  148,465   176,225                
the period                                                                      
Cash and cash equivalents at the end of        451,361   203,909                
the period                                                                      
Supplemental cash flow information (note 15)                                    
The accompanying notes form an integral part of these Interim                   
Consolidated Financial Statements                                               
Notes to the interim consolidated financial statements - unaudited              
As at March 31, 2010 and December 31, 2009                                      
(in United States dollars)                                                      
1    NATURE OF OPERATIONS                                                       
Uranium One Inc. ("Uranium One"), its subsidiaries and joint ventures           
(collectively, the "Corporation") is a Canadian Corporation engaged             
through subsidiaries and joint ventures in the mining and production            
of uranium, and in the acquisition, exploration and development of              
properties for the production of uranium in Kazakhstan, the United              
States, Australia and South Africa.                                             
Through the Betpak Dala joint venture, Uranium One owns a 70% interest          
in the Akdala and South Inkai uranium mines in Kazakhstan.  The                 
Corporation holds a 50% interest in the Karatau joint venture, which            
owns the Karatau uranium mine in Kazakhstan, and a 30% interest in the          
Kyzylkum joint venture, which owns the Kharasan Project in Kazakhstan.          
In the United States, the Corporation owns projects in the Powder               
River and Great Divide basins in Wyoming.  The Corporation owns a 51%           
interest in the Honeymoon Uranium Project in Australia.  The                    
Corporation owns, either directly or through joint ventures, a large            
portfolio of uranium exploration properties in the western United               
States, South Australia, and Canada.                                            
On April 14, 2010, the Corporation sold its South African development           
and exploration assets.                                                         
2    SIGNIFICANT ACCOUNTING POLICIES                                            
2.1  Basis of presentation and principles of consolidation                      
These interim unaudited consolidated financial statements have been             
prepared in accordance with Canadian generally accepted accounting              
principles for interim financial information, they follow the same              
accounting policies, and methods of application as the audited                  
consolidated financial statements of the Corporation for the year               
ended December 31, 2009, except as discussed in note 2.2.  These                
interim unaudited consolidated financial statements do not include all          
the information and note disclosure required by the generally accepted          
accounting principles for annual financial statements and therefore             
should be read in conjunction with the most recent annual audited               
consolidated financial statements.                                              
The consolidated financial statements include the accounts of Uranium           
One, its subsidiaries and the proportionate share of its interests in           
joint ventures.  All intercompany balances and transactions have been           
eliminated.                                                                     
The following are the Corporation`s principal mineral properties as at          
March 31, 2010:                                                                 
Operating mine:                                                                 
Entity  Mineral             Location   Ownership  Status                        
       property/Operation                                                       
Betpak  Akdala Uranium      Kazakhstan 70%        Proportionately               
Dala    Mine                                      consolidated                  
LLP                                                                             
Betpak  South Inkai         Kazakhstan 70%        Proportionately               
Dala    Uranium Mine                              consolidated                  
LLP                                                                             
Karatau Karatau Uranium     Kazakhstan 50%        Proportionately               
LLP     Mine                                      consolidated                  
Advanced development projects:                                                  
Entity    Mineral            Location    Ownership Status                 
                property/Operation                                              
      Kyzylkum  Kharasan Uranium   Kazakhstan  30%       Proportionately        
      LLP       Project                                  consolidated           
The Corporation is also developing the following mineral properties:            
      Entity     Mineral            Location   Ownership Status                 
                 property/Operation                                             
      Uranium    United States      United     100%      Consolidated           
One        development        States                                      
      Americas,  projects                                                       
      Inc.                                                                      
      Honeymoon  Honeymoon Project  Australia  51%       Proportionately        
Uranium                                            consolidated           
      Project                                                                   
      Joint                                                                     
      Venture                                                                   
The Corporation owns a 19% interest in the SKZ-U joint venture, which           
is constructing a sulphuric acid plant in Kazakhstan (note 4.1).                
2    SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                
2.2  Adoption of new standards and recent accounting pronouncements             
Business combinations                                                           
CICA Section 1582 - "Business Combinations", which replaces CICA                
Section 1581 - "Business Combinations", establishes standards for the           
accounting for a business combination.  It is the Canadian GAAP                 
equivalent to International Financial Reporting Standard ("IFRS") 3,            
"Business Combinations".  This standard is effective for the                    
Corporation`s business combinations with acquisition dates on or after          
January 1, 2011.  Early adoption is permitted and the Corporation               
adopted this standard effective January 1, 2010.                                
Consolidated financial statements and non-controlling interests                 
CICA Section 1601 - "Consolidated Financial Statements" ("Section               
1601") and Section 1602 - "Non-controlling Interests" ("Section 1602")          
replaces CICA Handbook Section 1600 - "Consolidated Financial                   
Statements".  Sections 1601 and 1602 establish standards for                    
preparation of consolidated financial statements and the accounting             
for non-controlling interests in financial statements that are                  
equivalent to the standards under IFRS.  These standards are effective          
for the Corporation for interim and annual financial statements                 
beginning on January 1, 2011.  Early adoption is permitted and the              
Corporation adopted this standard effective January 1, 2010.                    
Financial instruments - recognition and measurement                             
In June 2009, the CICA amended Section 3855 to clarify the application          
of the effective interest rate method after a debt instrument has been          
impaired and when an embedded prepayment option is separated from its           
host debt instrument at initial recognition for accounting purposes.            
The amendments are applicable for the Corporation`s interim and annual          
financial statements for its fiscal year beginning January 1, 2011.             
Earlier adoption is permitted.  The Corporation is currently                    
evaluating the future impact of this section on its financial                   
statements.                                                                     
3    ACQUISITIONS AND DISPOSALS                                                 
3.1  Acquisition of Christensen Ranch and Irigaray                              
The Corporation entered into a definitive agreement on August 7, 2009           
to acquire 100% of the MALCO Joint Venture ("MALCO") from wholly-owned          
subsidiaries of AREVA and ElectricitE de France for $35.3 million in            
cash.  The assets of MALCO include the licensed and permitted Irigaray          
ISR central processing plant, the Christensen Ranch satellite ISR               
facility and associated U3O8 resources located in the Powder River              
Basin of Wyoming.  The Corporation also assumed MALCO`s reclamation             
liabilities in respect of uranium properties in Texas.                          
Pursuant to the acquisition agreement, the Corporation placed a                 
deposit of $8.8 million in escrow to be applied against the purchase            
price.  The acquisition closed on January 25, 2010.  The Corporation            
accounted for the acquisition as a business combination.                        
The Corporation agreed to pay a portion of operating costs and all of           
the Texas reclamation costs incurred from the execution date of August          
7, 2009 to the closing date of January 25, 2010 which amounted to $2.6          
million.  Transaction costs incurred in connection with the                     
acquisition were $0.5 million, which were expensed as incurred.                 
3    ACQUISITIONS AND DISPOSALS (CONTINUED)                                     
The aggregate fair values of assets acquired and liabilities assumed            
were as follows on acquisition date:                                            

                                                    $`000                       
    Purchase price:                                                             
    Cash                                            35,315                      
Operating and remediation costs                 2,619                       
                                                    37,934                      
    Net assets acquired:                                                        
    Cash and cash equivalents                       315                         
Accounts and other receivables                  2,005                       
    Mineral interests, plant and                    56,364                      
    equipment                                                                   
    Accounts payable and accrued                    (34)                        
liabilities                                                                 
    Asset retirement obligations                    (7,320)                     
    Future income tax liabilities                   (13,396)                    
                                                    37,934                      
3.2  Assets held for sale                                                       
Uranium One Africa                                                              
In May 2009, the Corporation committed to a plan to sell Uranium One            
Africa Limited, ("Uranium One Africa"), a wholly owned subsidiary of            
the Corporation.  Uranium One Africa owns the Dominion Uranium                  
Project, which the Corporation has placed on care and maintenance               
during the third quarter of 2008.                                               
The Corporation sold Uranium One Africa during April 2010, and                  
received cash proceeds of $37.3 million.  The net carrying value of             
the investment of $38.5 million as at December 31, 2009 was further             
impaired to the proceeds of $37.3 million, resulting in an impairment           
of $1.2 million in the three months ended March 31, 2010.                       

    March 31, 2010                                                              
                                                      $`000                     
    Total assets                                      51,460                    
Total liabilities                                 (14,160)                  
    Net carrying value                                37,300                    
                                                                                
    Carrying value on                                 38,516                    
January 1, 2010                                                             
    Impairment                                        (1,216)                   
    Estimated recoverable                             37,300                    
    amount, net of costs                                                        
4         JOINT VENTURES                                                        
4.1  Proportionate interests in joint ventures                                  
The Corporation owns the following interests in joint ventures:                 
    Betpak Dala                                       70%                       
Kyzylkum                                          30%                       
    Karatau                                           50%                       
    SKZ-U LLP                                         19%                       
    Honeymoon                                         51%                       
Australia Exploration                             50%                       
The Corporation`s proportionate share of the assets and liabilities of          
the joint ventures are as follows:                                              
                                                                                

    As at March  Betp     Kyzyl   Kara    SKZ-   Honeym    Total                
    31, 2010     ak       kum     tau     U      oon &                          
                 Dala                            Austra                         
lia                            
                                                 explor                         
                                                 ation                          
                 $`00     $`000   $`00    $`0    $`000     $`000                
0                0       00                                    
    Cash         18,5     89      7,50    215    8,378     34,75                
                 72               5                        9                    
    Other        80,9     1,268   25,2    9      1,057     108,5                
current      87               26                       47                   
    assets                                                                      
    Mineral      647,     206,4   505,    4,9    91,618    1,455                
    interests,   602      28      400     31               ,979                 
plant and                                                                   
    equipment                                                                   
    Other        1,37     360     1,90    5,8    -         9,525                
    assets       3                2       90                                    
Current      (13,     (4,76   (25,    (40    (2,485    (46,3                
    liabilities  209)     9)      868)    )      )         71)                  
    Other        (1,4     (49,0   (25,    -      (35)      (76,0                
    liabilities  16)      94)     459)                     04)                  
(1) (2)                                                                     
    Future       (55,     (12,3   (75,    -      (4,176    (146,                
    income tax   089)     35)     341)           )         941)                 
    liabilities                                                                 
Asset        (8,4     (1,39   (2,9    -      (748)     (13,4                
    retirement   02)      6)      32)                      78)                  
    obligation                                                                  
    Net Assets   670,     140,5   410,    11,    93,609    1,326                
418      51      433     005              ,016                 
In addition to the $35 million loan (note 4.2) from the Corporation,            
Kyzylkum negotiated unsecured bank loan facilities totaling $160                
million in prior periods.  One facility, in the amount of $70 million,          
was obtained from the Japan Bank for International Cooperation                  
("JBIC") and the other facility, in the amount of $90 million, was              
obtained from Citibank.  These facilities were fully drawn down as at           
March 31, 2010, and the Corporation`s share of these facilities is $48          
million.  Negotiations are currently underway to extend the repayment           
terms of these facilities, due to the delayed ramp-up schedule at               
Kharasan.  While the negotiations for additional funding are in                 
progress, Kyzylkum is being financed through the receipt of pre-                
payments on its sales contracts.                                                
Karatau negotiated and drew down on a secured short term bank loan              
totaling $10 million with Citibank during 2009.   During the three              
month period ended March 31, 2010, Karatau negotiated additional                
secured bank loans from Halyk Bank, in the amount of $11 million, and           
Unicredit Bank in the amount of $30 million.  The Halyk Bank facility           
was drawn down in full, $15 million was drawn against the Unicredit             
Bank facility and an additional $0.8 million was drawn down against             
the Citibank short term loan during the three months ended March 31,            
2010.  The remaining $15 million of the $30 million facility from               
Unicredit Bank was drawn down in April 2010.  The Corporation issued a          
guarantee to Unicredit Bank to secure the facility.  At March 31,               
2010, the Corporation`s share of these loans is $18.4 million.                  
                                                                                
                                                                                
    As at        Betp     Kyzyl   Kara    SKZ-   Honeym    Total                
December     ak       kum     tau     U      oon &                          
    31, 2009     Dala                            Austra                         
                                                 lia                            
                                                 explor                         
ation                          
                 $`00     $`000   $`00    $`0    $`000     $`000                
                 0                0       00                                    
    Cash         3,06     871     160     412    5,163     9,668                
2                                                              
    Other        77,8     274     18,9    5      1,388     98,46                
    current      71               30                       8                    
    assets                                                                      
Mineral      658,     205,2   510,    3,5    78,039    1,455                
    interests,   509      93      494     37               ,872                 
    plant and                                                                   
    equipment                                                                   
Other        1,47     389     1,92    7,0    -         10,81                
    assets       9                4       18               0                    
    Current      (8,4     (4,03   (27,    (38    (2,575    (42,1                
    liabilities  94)      4)      020)    )      )         61)                  
Other        (1,4     (48,7   (16,    -      (34)      (66,9                
    liabilities  79)      81)     687)                     81)                  
    (1) (2)                                                                     
    Future       (55,     (12,2   (74,    -      (4,074    (146,                
income tax   844)     23)     637)           )         778)                 
    liabilities                                                                 
    Asset        (8,1     (1,35   (2,8    -      (705)     (13,0                
    retirement   70)      6)      47)                      78)                  
obligation                                                                  
    Net Assets   666,     140,4   410,    10,    77,202    1,305                
                 934      33      317     934              ,820                 
In addition to the $35 million loan (note 4.2) from the Corporation,            
Kyzylkum negotiated unsecured bank loan facilities totaling $160                
million in prior periods.  One facility, in the amount of $70 million,          
was obtained from the Japan Bank for International Cooperation                  
("JBIC") and the other facility, in the amount of $90 million, was              
obtained from Citibank.  These facilities were fully drawn down as at           
December 31, 2009, and the Corporation`s share of these facilities is           
$48 million.                                                                    
Karatau negotiated a secured short term bank loan totaling $10 million          
with Citibank and the Corporation`s share of this loan is $5 million.           
4         JOINT VENTURES (CONTINUED)                                            
4.1  Proportionate interests in joint ventures (continued)                      
The Corporation`s proportionate share of revenue, expenses, net                 
earnings / (loss) and cash flows for the three months ended March 31,           
2010 and 2009 are as follows:                                                   
    Three months ended                                                          
    March 31, 2010                                                              

                  Betp    Kyzyl    Kara    SKZ-    Honeym    Tota               
                  ak      kum      tau     U       oon &     l                  
                  Dala                             Austra                       
lia                          
                                                   explor                       
                                                   ation                        
                  $`00    $`000    $`00    $`00    $`000     $`00               
0                0       0                 0                  
    Revenue       27,8    -        5,59    -       -         33,4               
                  73               1                         64                 
    Expenses and  (20,    (264)    (5,6    3       (6)       (26,               
other income  822)             36)                       725)               
    Foreign       (2,4    (102)    (911    56      -         (3,4               
    exchange      78)              )                         35)                
    (loss) /                                                                    
gain                                                                        
    Earnings /    4,57    (366)    (956    59      (6)       3,30               
    (loss)        3                )                         4                  
    before                                                                      
income taxes                                                                
    Current       (2,4    -        (581    -       -         (3,0               
    income tax    67)              )                         48)                
    expense                                                                     
Future        1,22    (8)      (47)    -       5         1,17               
    income tax    0                                          0                  
    recovery /                                                                  
    (expense)                                                                   
Earnings /    3,32    (374)    (1,5    59      (1)       1,42               
    (loss)        6                84)                       6                  
                                                                                
    Cash flows    22,1    -        (4,7    -       -         17,3               
from / (used  46               79)                       67                 
    in)                                                                         
    operating                                                                   
    activities                                                                  
Cash flows    (4,6    (1,08    (2,9    (197    (11,43    (20,               
    used in       29)     8)       87)     )       9)        340)               
    investing                                                                   
    activities                                                                  
Cash flows    (2,0    306      15,1    -       14,654    28,0               
    (used in) /   07)              11                        64                 
    from                                                                        
    financing                                                                   
activities                                                                  
    Net increase  15,5    (782)    7,34    (197    3,215     25,0               
    / (decrease)  10               5       )                 91                 
    in cash                                                                     

                                                                                
    Three months ended                                                          
    March 31, 2009                                                              

                  Betp    Kyzyl                    Honeym    Tota               
                  ak      kum                      oon &     l                  
                  Dala                             Austra                       
lia                          
                                                   explor                       
                                                   ation                        
                  $`00    $`000                    $`000     $`00               
0                                          0                  
    Revenue       42,9    -                        -         42,9               
                  69                                         69                 
    Expenses and  (26,    (272)                    (180)     (27,               
other income  727)                                       179)               
    Foreign       59,2    13,17                    -         72,3               
    exchange      04      5                                  79                 
    gain                                                                        
Earnings /    75,4    12,90                    (180)     88,1               
    (loss)        46      3                                  69                 
    before                                                                      
    income taxes                                                                
Current       (9,7    (3)                      -         (9,7               
    income tax    03)                                        06)                
    expense                                                                     
    Future        3,24    -                        -         3,24               
income tax    6                                          6                  
    recovery                                                                    
    Earnings /    68,9    12,90                    (180)     81,7               
    (loss)        89      0                                  09                 

    Cash flows    26,0    (75)                     67        26,0               
    from / (used  27                                         19                 
    in)                                                                         
operating                                                                   
    activities                                                                  
    Cash flows    (1,2    (6,39                    (999)     (8,6               
    used in       70)     5)                                 64)                
investing                                                                   
    activities                                                                  
    Cash flows    -       12,00                    7         12,0               
    from                  0                                  07                 
financing                                                                   
    activities                                                                  
    Net increase  24,7    5,530                    (925)     29,3               
    / (decrease)  57                                         62                 
in cash                                                                     
                                                                                
         JOINT VENTURES (CONTINUED)                                             
4.2  Loans to joint ventures                                                    
Mar 31,     Dec 31,                   
                                          2010        2009                      
                                          $`000       $`000                     
    Current portion                                                             
Kyzylkum loan from Betpak Dala        408         -                         
    Karatau loan from Betpak Dala         680         -                         
                                          1,088       -                         
                                                                                
Long term portion                                                           
    SKZ-U                                 3,597       3,552                     
    Kyzylkum                              26,120      25,698                    
                                          29,717      29,250                    
Total                                 30,805      29,250                    
Kyzylkum and Karatau loan from Betpak Dala                                      
During the three months ended March 31, 2010, Betpak Dala made loans            
of $1 million to Kyzylkum and $3.4 million to Karatau, and the                  
Corporation`s proportionate share of these loans is $0.4 million and            
$0.7 million respectively.  Both of these loans are non interest                
bearing and classified as current.  Both loans were fully repaid in             
April 2010.                                                                     
Kyzylkum loan                                                                   
The Corporation made loans to Kyzylkum pursuant to its obligation to            
provide project financing for construction and commissioning of the             
Kharasan Project in the amount of $80 million.  The loans bear                  
interest at LIBOR plus 1.5% per annum, with interest payable on a semi-         
annual basis, commencing within two years of initial funding.                   
                                        Mar 31,       Dec 31,                   
                                        2010          2009                      
$`000         $`000                     
    Balance at January 1                35,000        46,666                    
                                                                                
    Repaid during the period            -             (11,666)                  
35,000        35,000                    
    Interest accrued                    2,314         1,711                     
    Balance at the end of the period    37,314        36,711                    
                                                                                
Less: elimination of                (11,194)      (11,013)                  
    proportionate share - 30%                                                   
                                        26,120        25,698                    
    Less: current portion               -             -                         
Long term portion                   26,120        25,698                    
The loans to Kyzylkum are unsecured.                                            
Kyzylkum has suspended scheduled payments of principal and interest to          
the Corporation pending receipt of additional financing currently               
being arranged by the Corporation and its partners in the Kyzylkum              
joint venture. The repayments of the $35 million principal due from             
Kyzylkum are likely to be deferred as part of the financing of                  
Kyzylkum`s activities. The Corporation therefore classified the amount          
outstanding on the loan to Kyzylkum as non-current.                             
5    INVENTORIES                                                                
                                        Mar 31,      Dec 31,                    
                                        2010         2009                       
$`000        $`000                      
 Finished uranium concentrates          58,923       41,055                     
 Solutions and concentrates in          21,706       24,871                     
 process                                                                        
Product inventory                      80,629       65,926                     
 Materials and supplies                 7,037        5,708                      
                                        87,666       71,634                     
All operating expenses and depreciation and depletion are processed to          
inventory and expensed when the product is sold.                                
Finished uranium concentrates includes a fair value adjustment of $4.5          
million at March 31, 2010 and $8.9 million at December 31, 2009 that            
was recognized on acquisition of Karatau, to increase the carrying              
value to fair market value.  $3.5 million was released to the                   
statement of operations as non-cash depreciation and depletion for              
sales made up to March 31, 2010.  The re-valued inventory was written           
down by $0.9 million to net realizable value on March 31, 2010                  
6    MINERAL INTERESTS, PLANT AND EQUIPMENT                                     
                                                                                
 March 31, 2010                         Accumulate    Net                       
                                        d             carrying                  
Cost      amortizati    Amount                    
                                        on                                      
                              $`000     $`000         $`000                     
 Mineral interests            1,533,    (97,668)      1,435,857                 
525                                               
 Plant and equipment          421,31    (49,337)      371,977                   
                              4                                                 
                              1,954,    (147,005)     1,807,834                 
839                                               
                                                                                
 December 31, 2009                       Accumulated    Net                     
                                                        carrying                
Cost        amortization   amount                  
                             $`000       $`000          $`000                   
 Mineral interests           1,485,968   (82,852)       1,403,116               
 Plant and equipment         385,621     (40,453)       345,168                 
1,871,589   (123,305)      1,748,284               
A summary by property of the net book value is as follows:                      
                                                                                
 March 31,             Mineral interests                                        
2010                                                                           
                               Non-             Plant    Total                  
                               deplet           and                             
                               able             equipme                         
nt                              
                       Deplet          Total                                    
                       able                                                     
              Country  $`000   $`000   $`000    $`000    $`000                  
Akdala Mine  Kazakhs  73,155  74,358  147,513  27,491   175,00                 
              tan                                        4                      
 South Inkai  Kazakhs  101,91  269,81  371,729  100,491  472,22                 
 Mine         tan      2       7                         0                      
Karatau      Kazakhs  134,37  312,57  446,947  58,453   505,40                 
 Mine         tan      2       5                         0                      
 Kharasan     Kazakhs  -       140,07  140,078  71,281   211,35                 
 Project      tan              8                         9                      
United       United   -       139,06  139,066  40,241   179,30                 
 States       States           6                         7                      
 development                                                                    
 projects                                                                       
United       United   -       117,01  117,015  489      117,50                 
 States       States           5                         4                      
 exploration                                                                    
 projects                                                                       
United       United   -       39,107  39,107   816      39,923                 
 States       States                                                            
 conventiona                                                                    
 l mining                                                                       
projects                                                                       
 Honeymoon    Austral  -       32,767  32,767   58,851   91,618                 
 Project      ia                                                                
 Corporate             -       1,635   1,635    13,864   15,499                 
and other                                                                      
 Total                 309,43  1,126,  1,435,8  371,977  1,807,                 
                       9       418     57                834                    
                                                                                
December              Mineral interests                                        
 31, 2009                                                                       
                               Non-             Plant    Total                  
                                                and                             
equipme                         
                                                nt                              
                       Deplet  deplet  Total                                    
                       able    able                                             
Country  $`000   $`000   $`000    $`000    $`000                  
 Akdala Mine  Kazakhs  77,199  74,358  151,557  28,149   179,70                 
              tan                                        6                      
 South Inkai  Kazakhs  194,75  181,06  375,821  102,598  478,41                 
Mine         tan      3       8                         9                      
 Karatau      Kazakhs  141,05  312,57  453,627  56,867   510,49                 
 Mine         tan      2       5                         4                      
 Kharasan     Kazakhs  -       140,07  140,078  68,752   208,83                 
Project      tan              8                         0                      
 United       United   -       94,653  94,653   26,873   121,52                 
 States       States                                     6                      
 development                                                                    
projects                                                                       
 United       United   -       114,90  114,905  493      115,39                 
 States       States           5                         8                      
 exploration                                                                    
projects                                                                       
 United       United   -       38,896  38,896   1,014    39,910                 
 States       States                                                            
 conventiona                                                                    
l mining                                                                       
 projects                                                                       
 Honeymoon    Austral  -       31,830  31,830   46,209   78,039                 
 Project      ia                                                                
Corporate             -       1,749   1,749    14,213   15,962                 
 and other                                                                      
 Total                 413,00  990,11  1,403,1  345,168  1,748,                 
                       4       2       16                284                    
7    OTHER ASSETS                                                               
                                          Mar 31,      Dec 31,                  
                                          2010         2009                     
                                          $`000        $`000                    

 Current                                                                        
 Borrowed uranium concentrates            -            8,900                    
 Future income tax assets                 1,072        1,070                    
Deposit for acquisition of               -            8,750                    
 Christensen Ranch and Irigaray (note                                           
 3.1)                                                                           
 Deferred business development            -            5,174                    
expenditure                                                                    
 Other                                    480          578                      
                                          1,552        24,472                   
                                                                                
Non-current                                                                    
 Asset retirement fund                    28,851       13,500                   
 Advances for plant and equipment         6,229        7,487                    
 Long term deposits and guarantees        354          347                      
Long term inventory                      1,229        1,244                    
 Available for sale securities            34,232       9,287                    
 Other                                    913          1,272                    
                                          71,808       33,137                   
Asset retirement fund                                                           
The Corporation contributed $15.4 million to its asset retirement fund          
as part security for the additional asset retirement obligations                
acquired as part of the acquisition of Christensen Ranch and Irigaray           
(note 3.1).                                                                     
Uranium concentrates borrowed                                                   
The Corporation entered into uranium concentrates borrowing agreements          
to mitigate the risk of delivery delays, enabling the Corporation to            
meet its contractual obligations in terms of current uranium sales              
contracts.  The asset represents the borrowed uranium concentrates,             
which are held at a conversion facility in the Corporation`s account.           
The asset is recorded at its fair value.  300,000 pounds of borrowed            
uranium concentrates, with a fair value of $12.6 million (note 10),             
were delivered into sales contracts in the three months ended March             
31, 2010 due to shipping delays in respect of product produced by               
Betpak Dala.                                                                    
Available for sale securities                                                   
The Corporation holds available for sale securities with a cost of              
$35.8 million and a fair value of $34.2 million.  Unrealized losses of          
$1.6 million are included in accumulated other comprehensive income.            
8    LONG TERM DEBT                                                             
                                        Mar 31,      Dec 31,                    
                                        2010         2009                       
                                        $`000        $`000                      
Opening balance                        63,579       61,275                     
 Amortized financing fees               731          2,371                      
 Interest paid                          (366)        (1,210)                    
 Interest accrued                       369          1,143                      
Closing balance                        64,313       63,579                     
 Current portion                        64,313       63,579                     
 Long term portion                      -            -                          
                                        64,313       63,579                     
The Corporation established a $100 million credit facility with the             
Bank of Montreal and the Bank of Nova Scotia in 2008.  The outstanding          
amount under the credit facility is repayable on June 27, 2010 and the          
repayment date may be extended, if needed, to June 27, 2011, with               
lenders` consent.  Letters of credit in the amount of $9.2 million              
have been issued under the credit facility.  Cash collateral of $9.1            
million has been provided in respect of letters of credit with expiry           
dates after June 27, 2010 issued under the credit facility, in                  
accordance with the credit agreement.                                           
9    CONVERTIBLE DEBENTURES                                                     
2006 Debentures                                                                 
The Corporation has outstanding convertible unsecured subordinated              
debentures maturing December 31, 2011 (the "2006 Debentures") with a            
face value of C$155.3 million ($152.4 million).  The 2006 Debentures            
were originally issued at C$1,000 per debenture and bear interest at            
an annual rate of 4.25%, payable semi-annually in arrears on June 30            
and December 31 of each year.  The conversion price is C$20 per share,          
which is equivalent to 50 common shares for each C$1,000 principal              
amount of debentures.                                                           
2010 Debentures                                                                 
On March 12, 2010 the Corporation issued convertible unsecured                  
subordinated debentures for gross proceeds of C$260 million ($253.3             
million), including C$10 million taken up under an underwriters` over-          
allotment option.  The 2010 Debentures have a March 13, 2015 maturity           
date, with interest payable at a rate of 5.0% per annum, payable semi-          
annually from the date of receipt of all necessary Kazakh approvals             
for the conversion of the 2010 Debentures, or at a rate of 7.5% per             
annum, payable semi-annually before the receipt of the necessary                
Kazakh approvals. The 2010 Debentures will be convertible into common           
shares of the Corporation after receipt of all necessary Kazakh                 
approvals, at a rate of 250 common shares per C$1,000 principal and             
will have a conversion price of C$4.00 per common share.                        
JUMI Debentures                                                                 
On January 14, 2010, the Corporation issued to Japan Uranium                    
Management Inc. ("JUMI") C$269.1 million ($258.   1 million) aggregate          
principal amount of unsecured convertible debentures maturing ten               
years from the date of issue, with interest at a rate of 3% per annum,          
payable semi-annually.  The debentures will automatically convert into          
117,000,000 Uranium One common shares on receipt of required Kazakh             
regulatory approval. If such approval is not received, the holder may,          
on 12 months` notice, redeem the debentures at par plus accrued and             
unpaid interest. Such redemption may not occur before the second                
anniversary of the closing in January 2012.                                     
The debentures contain both a liability component and an equity                 
component, being the holders` conversion right, which is presented              
separately on the consolidated balance sheet as illustrated in the              
table below.  The Corporation has allocated the fair value of the               
debentures to the individual liability and equity components by                 
establishing the liability component and then allocating the balance            
remaining, after subtracting the fair value of the liability from the           
issue price, to the equity component.  The fair value of the liability          
component was determined by discounting the stream of future payments           
of interest and principal amounts at the estimated prevailing market            
rate for a debt instrument of comparable maturity and credit quality            
but excluding any conversion privilege by the holder.  A rate of                
10.38% was used for the 2010 Debentures and 11.33% for the JUMI                 
Debentures.                                                                     
The table below provide a breakdown of the equity and liability                 
allocation on initial recognition of the JUMI Debentures and 2010               
Debentures:                                                                     
JUMI         2010                     
                                          Debentures   Debentures               
                                          $`000        $`000                    
 Liability                                131,378      207,203                  
Transaction costs                        (1,050)      (10,357)                 
 Net liability                            130,328      196,846                  
                                                                                
 Equity                                        126,727 46,068                   
Transaction costs                        (1,035)      (2,054)                  
 Net equity                               125,692      44,014                   
                                                                                
 Net proceeds                             256,020      240,860                  
The table below indicates the movement in the liability:                        
March 31, 2010                                                                  
                      JUMI        2010       2006        Total                  
                      Debentures  Debentures Debentures                         
$`000       $`000      $`000       $`000                  
 Opening balance      -           -          140,862     140,862                
 Issued               131,378     207,203    -           338,581                
 Interest accrued     3,121       1,253      2,424       6,798                  
Transaction costs    (1,050)     (10,357)   -           (11,407)               
 Foreign exchange     3,064       1,225      4,217       8,506                  
 movement                                                                       
 Liability as at the  136,513     199,324    147,503     483,340                
end of the period                                                              
9    CONVERTIBLE DEBENTURES (CONTINUED)                                         
December 31, 2009                                                               
                                          2006        Total                     
Debentures                            
                                          $`000       $`000                     
 Opening balance                          118,042     118,042                   
 Interest incurred                        8,739       8,739                     
Coupon payment                           (6,049)     (6,049)                   
 Foreign exchange                         20,130      20,130                    
 movement                                                                       
 Liability as at the                      140,862     140,862                   
end of the period                                                              
10   OTHER LIABILITIES                                                          
                                         Mar 31,      Dec 31,                   
                                         2010         2009                      
$`000        $`000                     
                                                                                
 Current                                                                        
 Promissory note                         -            90,211                    
Contingent payment                      -            20,000                    
 Unfavorable contract                    7,049        11,655                    
 Uranium concentrates loan               12,600       8,900                     
 Short term loan                         18,818       5,000                     
Other                                   1,192        1,277                     
                                         39,659       137,043                   
                                                                                
 Non-current                                                                    
Kyzylkum external loan facility         47,601       47,574                    
 (note 4.1)                                                                     
 Due to the Republic of Kazakhstan       1,576        1,696                     
 Other                                   168          181                       
49,345       49,451                    
Uranium concentrates loan                                                       
On September 22, 2008, the Corporation entered into a loan agreement            
to borrow 200,000 pounds of U3O8 to be repaid on September 30, 2010.            
Under the loan agreement, loan fees of 3.5% per annum are payable               
based on the value of the borrowed U3O8. The loan was classified as a           
financial liability held for trading and is recorded at fair value.             
The borrowed material was delivered into contracts during the three             
months ended March 31, 2010 to simplify logistical arrangements.  The           
Corporation paid $8.6 million as cash collateral for the letter of              
credit that was issued as guarantee for the loan during the three               
months ended March 31, 2010.                                                    
During the three months ended March 31, 2010, the Corporation entered           
into a further short term borrowing agreement to borrow 100,000 pounds          
of U3O8 and the borrowed material was delivered into a contract to              
simplify logistical arrangements.  The financial liability is held for          
trading and is carried at fair value.                                           
Two directors of Uranium One, and one nominee for election as a                 
director at the 2010 annual general meeting, are also senior officers           
of the entities that advanced the uranium loans to the Corporation.             
The Corporation does not recognize revenue when borrowed material is            
delivered into a contract, and revenue will be recognized on the date           
when the borrowed material is delivered into the Corporation`s account          
from its own production.                                                        
Unfavourable contract                                                           
The Corporation acquired an unfavorable contract as part of the                 
Karatau acquisition during 2009, which is carried at fair value.  The           
Corporation realized $3.4 million of the fair value in revenue during           
the period ended March 31, 2010 for deliveries into the unfavorable             
contract.  A fair value adjustment of $1.2 million was recorded in the          
statement of operations for the change in the uranium price during the          
period ended March 31, 2010.                                                    
Promissory note                                                                 
During 2009, the Corporation issued a $90 million promissory note as            
part of the consideration for the purchase of Karatau.  The promissory          
note was due not later than 12 months from closing and was repaid on            
January 18, 2010.                                                               
10   OTHER LIABILITIES (CONTINUED)                                              
Contingent payment                                                              
The Karatau purchase agreement provides for contingent payments to              
ARMZ of up to $60 million, payable in three equal tranches over the             
period between 2010 and 2012 subject to certain, post-closing tax               
related adjustments.  The first payment of $20 million was made during          
January 2010.  The Corporation has not recognized the remaining $40             
million contingent payments as a liability, as the requirement to make          
such payment will not be determinable until January 1, 2011 and 2012,           
respectively.                                                                   
11   SHARE CAPITAL                                                              
Number of   Value of                  
 Issued and outstanding common shares     shares      shares                    
                                                      $`000                     
 Common shares on January 1, 2009         469,612,9   3,522,824                 
56                                    
 Exercise of stock options                600,184     6,599                     
 Exercise of restricted shares            44,836      257                       
 Contingent shares issued                 165,600     388                       
Karatau acquisition shares issued        117,000,0   293,229                   
                                          00                                    
 Issued and outstanding common shares     587,423,5   3,823,297                 
 at December 31, 2009                     76                                    
Exercise of stock options                69,966      655                       
 Issued and outstanding common shares     587,493,5   3,823,952                 
 at March 31, 2010                        42                                    
12   CONTRIBUTED SURPLUS                                                        
The following table details the movement of contributed surplus during          
the period:                                                                     
                                    Restric                                     
                                    ted                                         
Warrant     shares    Option    Total                   
                        s                     s                                 
                        $`000       $`000     $`000     $`000                   
 As at January 1,       13,912      1,606     116,08    131,602                 
2009                                         4                                 
 Stock options          -           -         7,027     7,027                   
 issued and vested                                                              
 Stock options          -           -         (5,369    (5,369)                 
exercised                                    )                                 
 Restricted shares      -           475       -         475                     
 issued and vested                                                              
 Restricted shares      -           (257)     -         (257)                   
exercised                                                                      
 As at December 31,     13,912      1,824     117,74    133,478                 
 2009                                         2                                 
 Stock options          -           -         1,877     1,877                   
issued and vested                                                              
 Stock options          -           -         (549)     (549)                   
 exercised                                                                      
 Restricted shares      -           102       -         102                     
issued and vested                                                              
 As at March 31,        13,912      1,926     119,07    134,908                 
 2010                                         0                                 
Assumptions                                                                     
The fair value of stock options and restricted shares used to                   
calculate the compensation expense was estimated using the Black-               
Scholes option pricing model with the following assumptions:                    
                                       March 31,     December                   
2010          31, 2009                   
 Risk free interest rate                2.79%        1.70% -                    
                                                     2.82%                      
 Expected dividend yield               0%            0%                         
Expected volatility of the Uranium    94%           98% - 115%                 
 One`s share price                                                              
 Expected life                         5 years       5 years                    
Warrants                                                                        
The Corporation has no outstanding warrants at March 31, 2010                   
(December 31, 2009: nil).                                                       
12   CONTRIBUTED SURPLUS (CONTINUED)                                            
Stock options                                                                   
The following is a summary of options granted under the stock-based             
compensation plan:                                                              
                                                     Weighted                   
                                       Number of     average                    
options       exercise                   
                                                     price                      
                                                     Cdn $                      
 Outstanding options as at January     15,858,517    7.82                       
1, 2009                                                                        
 Granted options                       6,292,351     2.23                       
 Exercised options                     (600,184)     2.25                       
 Forfeitures of stock options          (2,986,524    6.89                       
)                                        
 Outstanding options as at December    18,564,160    6.26                       
 31, 2009                                                                       
 Granted options                       4,446,400     2.79                       
Exercised options                     (69,966)      1.55                       
 Forfeitures of stock options          (917,134)     7.45                       
 Outstanding options as at March       22,023,460    5.52                       
 31, 2010                                                                       
The stock option compensation expense for the period ended March 31,            
2010 was $1.9 million and for the period ended March 31, 2009 it was            
$1.2 million.  As at March 31, 2010, the aggregate unexpensed fair              
value of unvested stock options granted amounted to $12.2 million               
(during the three months ended March 31, 2009: $11.6 million). The              
fair value of options granted during the period amounts to $9.0                 
million ($2.03 per option) (during the three months ended March 31,             
2009: $7.9 million, $1.29 per option).                                          
The following table summarizes stock options outstanding at March 31,           
2010:                                                                           
           Options outstanding        Options exercisable                       
 Range of  Number   Weight  Weight    Number   Weighte Weighted                 
exercise  outsta   ed      ed        exercis  d       average                  
 prices    nding    averag  averag    able as  average exercise                 
           as at    e       e         at       remaini price                    
           March    remain  exerci    March    ng life                          
31,      ing     se        31,                                       
           2010     life    price     2010                                      
 Cdn $              (years  Cdn $              (years) Cdn $                    
                    )                                                           
0.78 to   5,968,   3.78    2.18      2,150,0  3.45    2.16                     
 2.74      643                        98                                        
 2.75 to   7,921,   4.10    3.27      2,363,4  3.08    3.99                     
 4.76      353                        96                                        
4.77 to   1,991,   2.35    7.03      1,936,6  2.33    7.09                     
 7.79      111                        19                                        
 7.80 to   3,024,   5.45    8.44      3,006,3  5.47    8.44                     
 9.90      550                        03                                        
9.91 to   1,575,   2.41    12.15     1,535,4  2.41    12.14                    
 12.93     125                        60                                        
 12.94 to  565,42   1.90    13.96     531,458  1.87    13.99                    
 15.63     8                                                                    
15.64 to  977,25   1.93    16.53     682,260  1.94    16.50                    
 16.59     0                                                                    
           22,023   3.77    5.52      12,205,  3.41    7.41                     
           ,460                       694                                       
Restricted share rights                                                         
The following is a summary of Uranium One`s restricted shares issued            
under the Restricted Share Plan:                                                
                                                     Number of                  
restricted                 
                                                     shares                     
 Balance at January 1, 2009                          623,495                    
 Exercised during the year                           (44,836)                   
Expired                                             (127,500)                  
 Balance at December 31, 2009                        451,159                    
 Expired                                             (5,500)                    
 Balance at March 31, 2010                           445,659                    
The following is a summary of the outstanding restricted share rights:          
                                                                                
                                         Number of restricted                   
                                         shares                                 
Mar 31,      Dec 31,                   
                                         2010         2009                      
 Grant date                                                                     
 June 7, 2006                            72,083       72,083                    
December 8, 2006                        4,576        4,576                     
 April 7, 2008                           369,000      374,500                   
 Balance at the end of the period        445,659      451,159                   
12   CONTRIBUTED SURPLUS (CONTINUED)                                            
Restricted share rights will not expire while the rights holder is an           
employee of the Corporation.                                                    
The restricted share rights expense for the period ended March 31,              
2010 was $0.1 million and for the period ended March 31, 2009 was $0.2          
million.  As at March 31, 2010 the aggregate unexpensed fair value of           
unvested restricted share rights granted amounted to $0.5 million               
(2009: $1.2 million).  No restricted shares were granted during the             
three month period ended March 31, 2010.                                        
Contingently issuable shares                                                    
Under the terms of the acquisition agreement for the Kyzylkum JV                
interest, Uranium One is obligated to issue 6,964,200 common shares of          
Uranium One upon commencement of commercial production from Kyzylkum.           
The Corporation assumed all of the obligations of Uranium One                   
Americas, Inc. (previously Energy Metals Corporation Inc.) and its              
subsidiaries arising under certain option and joint venture agreements          
with third parties.  At March 31, 2010 Uranium One has reserved a               
total of 57,500 common shares for issuance pursuant to the assumed              
obligations under contingent share rights agreements.  No contingent            
shares were issued during the period and no contingent share rights             
have lapsed during the period.                                                  
13   INTEREST AND OTHER                                                         
                                            Period ended                        
                                            Mar 31,    Mar 31,                  
                                            2010       2009                     
$`000      $`000                    
  Interest income                           1,015      974                      
  Interest paid                             (1,092)    (347)                    
  Convertible debenture interest            (6,798)    (1,943)                  
Credit facility charges                   (863)      (658)                    
  Interest and costs incurred on            (79)       (92)                     
  uranium concentrates loan                                                     
  Costs incurred in relation to letters     (300)      -                        
of credit                                                                     
                                            (8,117)    (2,066)                  
14   FOREIGN EXCHANGE (LOSS) / GAIN                                             
A summary of the foreign exchange loss by item is as follows:                   
Period ended                        
                                            Mar 31,    Mar 31,                  
                                            2010       2009                     
                                            $`000      $`000                    
Unrealized foreign exchange (loss) /      (1,154)    68,899                   
  gain on future income tax liabilities                                         
  Unrealized foreign exchange (loss) /      (5,265)    2,024                    
  gain on other items                                                           
Realized foreign exchange loss on         (1,114)    (464)                    
  other items                                                                   
                                            (7,533)    70,459                   
15   CASH FLOW INFORMATION                                                      
Period ended                        
                                            Mar 31,    Mar 31,                  
                                            2010       2009                     
                                            $`000      $`000                    
Changes in non-cash working capital                                           
  excluding business combinations:                                              
  Decrease accounts and other               11,203     24,150                   
  receivables                                                                   
Increase in inventories                   (5,719)    (2,335)                  
  Decrease in accounts payable and          (5,669)    (15,056)                 
  accrued liabilities                                                           
  (Decrease) / increase in income taxes     (1,076)    1,830                    
payable                                                                       
                                            (1,261)    8,589                    
                                                                                
  Supplemental cash flow information                                            
Cash interest paid                        564        386                      
  Cash tax paid                             4,235      9,787                    
16                                           BASIC AND DILUTED                  
WEIGHTED-AVERAGE NUMBER OF SHARES OUTSTANDING                                   
Period ended                        
                                            Mar 31,    Mar 31,                  
                                            2010       2009                     
                                                                                
Basic weighted-average number of          587,294    469,614                  
  shares outstanding (`000)                                                     
  Effect of dilutive securities:                                                
  -convertible debentures                   -          7,763                    
-restricted shares                        -          84                       
  -stock options                            -          164                      
  -warrants                                 -          -                        
  Diluted weighted-average number of        587,294    477,625                  
shares outstanding                                                            
For the period ended March 31, 2010, convertible debentures, stock              
options, warrants and restricted shares were not included in the                
dilutive weighted average number of shares outstanding as they were             
anti-dilutive.                                                                  
17   FINANCIAL INSTRUMENTS                                                      
As at March 31, 2010: (in $`000)                                                
 Convertible                    JUMI       2010      2006                       
debentures                     Debenture  Debenture Debenture                  
 Liability component            136,513    199,324   147,503                    
 Equity component               125,692    44,014    46,480                     
                                262,205    243,338   193,983                    

 Fair value of                  N/A        245,536   141,663                    
 convertible                                                                    
 debentures (1)                                                                 
As at December 31, 2009: (in $`000)                                             
 Convertible                                         2006                       
 debentures                                          Debenture                  
 Liability component                                 140,862                    
Equity component                                    46,480                     
                                                     187,342                    
                                                                                
 Fair value of                                       131,668                    
convertible                                                                    
 debentures                                                                     
(1)  The fair value of the JUMI debenture is not determinable as it             
was issued pursuant to a private placement and does not have a quoted           
market price.                                                                   
The Corporation`s activities expose it to a variety of financial                
risks, including the effects of changes in debt and prices of equity            
instruments held, foreign currency exchange rates, interest rates, and          
commodity prices.                                                               
The Corporation continuously monitors its exposure to risk.  The risk           
management carried out by the Corporation is approved by the Board of           
Directors.  The following section describes the type of significant             
risks that the Corporation is exposed to and its objectives and                 
policies for managing those risk exposures.                                     
(i)  Foreign exchange risk                                                      
The foreign exchange risk relates to the risk that the value of                 
financial commitments, recognized assets or liabilities will fluctuate          
due to changes in foreign currency rates.                                       
17   FINANCIAL INSTRUMENTS (CONTINUED)                                          
The Corporation is primarily exposed to foreign currency risk through           
the following assets and liabilities denominated in currencies other            
than US dollars:                                                                
               Financial assets and liabilities  Non-financial                  
                                                 assets                         
and                            
                                                 liabilities                    
               Cash    Account  Account Conver   Minera  Future                 
               and     s        s       tible    l       income                 
cash    receiva  payable debent   intere  tax                    
               equiva  ble      and     ures     sts     liabil                 
               lents            accrued          plant   ities                  
                                liabili          and                            
ties             equipm                         
                                                 ent                            
                                                 (1)                            
    March                                                                       
31,                                                                         
    2010                                                                        
                                                                                
                                                                                
$`000   $`000    $`000   $`000    $`000   $`000                  
    Canadia    185,85  5,025    6,735   483,34   -       -                      
    n          0                        0                                       
    dollar                                                                      
Austral    27,399  665      4,107   -        91,618  4,176                  
    ian                                                                         
    dollar                                                                      
    Kazakhs    6,751   22,082   40,497  -        -       142,76                 
tan                                                  5                      
    tenge                                                                       
    Euro       125     -        1,244   -        -       -                      
               220,12  27,772   52,583  483,34   91,618  146,94                 
5                        0                1                      
               Financial assets and liabilities  Non-financial                  
                                                 assets and                     
                                                 liabilities                    
Decembe    Cash     Account Accoun   Conver  Minera  Future                 
    r 31,      and      s       ts       tible   l       income                 
    2009       cash     receiva payabl   debent  intere  tax                    
               equival  ble     e and    ures    st      liabil                 
ents             accrue           plant   ities                  
                                d                and                            
                                liabil           equipm                         
                                ities            ent                            
$`000            (1)                            
                                                                                
                                                                                
               $`000    $`000            $`000   $`000   $`000                  
Canadia    170      2,539   6,186    140,86  -       -                      
    n                                    2                                      
    dollar                                                                      
    Austral    22,071   1,571   4,369    -       78,039  4,074                  
ian                                                                         
    dollar                                                                      
    Kazakhs    3,496    28,981  37,761   -       -       142,70                 
    tan                                                  4                      
tenge                                                                       
    Euro       41       -       9        -       -       -                      
    South      674      -       -        -       -       -                      
    African                                                                     
rand                                                                        
               26,452   33,091  48,325   140,86  78,039  146,77                 
                                         2               8                      
(1)  Only includes mineral interests, plant and equipment of self-              
sustaining operations.                                                          
The following table shows the effect on earnings and other                      
comprehensive income after tax as at March 31, 2010 of a 10%                    
appreciation or depreciation in the foreign currencies against the US           
dollar on the above-mentioned financial and non-financial assets and            
liabilities of the Corporation.                                                 
                                           Other                                
                                           comprehensive   Net                  
income          Earnings             
    A 10% appreciation in all foreign      (3,326)         17,921               
    currencies against the US dollar,                                           
    with all other variables held                                               
constant.                                                                   
A 10% depreciation in exchange rates would have the exact opposite              
effect on other comprehensive income and net earnings.                          
17   FINANCIAL INSTRUMENTS (CONTINUED)                                          
(ii) Interest rate risk                                                         
The Corporation is exposed to interest rate risk on its outstanding             
borrowings and short-term investments.  The Corporation has                     
outstanding interest-bearing borrowings as at March 31, 2010 which              
include the loan facilities obtained by Kyzylkum and Karatau (note              
4.1) which bears interest at floating rates, the drawn-down amount on           
the credit facility which bears interest at floating rates (note 8),            
and the convertible debentures, with fixed interest rates.                      
A 100 basis point change in the interest rate would impact the                  
Corporation`s net earnings as follows:                                          
                                            Mar 31,     Dec 31,                 
                                            2010        2009                    
$`000       $`000                   
    A 100 basis point appreciation in                                           
    interest rates, with all other                                              
    variables                                                                   
held constant                           825         1,659                   
A 100 basis point depreciation in the interest rate would have the              
exact opposite effect on net earnings.                                          
18   SEGMENTED INFORMATION                                                      
The Corporation`s reportable operating segments are summarized in the           
table below:                                                                    
For the three months ended March 31, 2010: (in $`000)                           
                Country Reven  Opera  Deprec  Explo Net      Capita             
ues    ting   iation  ratio earnin   l                  
                               expen  and     n     gs/      expend             
                               ses    deplet  expen (loss)   iture              
                                      ion     se    from                        
contin                      
                                                    uing                        
                                                    operat                      
                                                    ions                        
$`000  $`000  $`000   $`000 $`000    $`000              
  Akdala Mine   Kazakhs 8,763  2,823  2,191   -     1,946    641                
                tan                                                             
  South Inkai   Kazakhs 21,17  9,715  6,259   -     205      2,993              
Mine          tan     5                                                       
  Karatau Mine  Kazakhs 5,591  1,632  4,015   -     (1,584   1,396              
                tan                                 )                           
  Kharasan      Kazakhs -      -      -       -     (2,603   1,525              
Project       tan                                 )                           
  United        United  -      -      -       -     1,285    3,321              
  States        States                                                          
  development                                                                   
projects                                                                      
  United        United  -      -      -       709   (763)    -                  
  States        States                                                          
  exploration                                                                   
projects                                                                      
  United        United  -      -      -       -     (320)    8                  
  States        States                                                          
  conventional                                                                  
mining                                                                        
  projects                                                                      
  Honeymoon     Austral -      -      -       69    56       11,033             
  Project       ia                                                              
Corporate             -      -      -       126   (19,72   49                 
  and other                                         8)                          
  Total                 35,52  14,17  12,465  904   (21,50   20,966             
                        9      0                    6)                          
18   SEGMENTED INFORMATION (CONTINUED)                                          
For the three months ended March 31, 2009: (in $`000)                           
            Country    Revenues Opera     Deprecia  Explora  Net       Capital  
                                ting      tion and  tion     earnings/ expen    
expenses  depletion expense  (loss)    diture   
                                                             from               
                                                             conti              
                                                             nuing              
opera              
                                                             tions              
                       $`000    $`000     $`000     $`000    $`000     $`000    
  Akdala    Kazakh     18,410   (4,714)   (4,145)   -        15,211    175      
Mine      stan                                                                
  South     Kazakh     24,559   (10,297)  (7,886)   -        54,684    2,018    
  Inkai     stan                                                                
  Project                                                                       
Kharasan  Kazakh     -        -         -         -        12,900    2,581    
  Project   stan                                                                
  Dominion  South      -        -         -         (221)    (1,095)   -        
  Project   Africa                                                              
United    United     -        -         -         -        (12)      3,093    
  States    States                                                              
  develop                                                                       
  ment                                                                          
projects                                                                      
  United    United     -        -         -         (1,107)  354       -        
  States    States                                                              
  explora                                                                       
tion                                                                          
  projects                                                                      
  Hobson    United     -        -         -         -        (791)     -        
  Facility  States                                                              
and La                                                                        
  Palangana                                                                     
  Project                                                                       
  United    United     -        -         -         -        (209)     20       
States    States                                                              
  conven                                                                        
  tional                                                                        
  mining                                                                        
projects                                                                      
  Honeymoon Australia  -        -         -         (190)    (180)     2,047    
  Project                                                                       
  Corporate            -        -         -         (273)    (17,506)  249      
and other                                                                     
  Total                42,969   (15,011)  (12,031)  (1,791)  63,356    10,183   
As at March 31, 2010: (in $`000)                                                
                               Mineral             Future                       
interest                                         
                               plant     Total     income   Total               
                               and                 tax                          
                      Country  equipmen  assets    liabili  liabili             
t                   ties     ties                
                               $`000     $`000     $`000    $`000               
  Akdala Mine         Kazakhs  175,004   205,539   17,808   25,538              
                      tan                                                       
South Inkai Mine    Kazakhs  472,220   522,164   37,281   51,560              
                      tan                                                       
  Karatau Mine        Kazakhs  505,400   540,033   75,341   129,598             
                      tan                                                       
Kharasan Project    Kazakhs  211,359   219,192   12,335   67,636              
                      tan                                                       
  United States       United   179,307   179,824   -        6,826               
  development         States                                                    
projects                                                                      
  United States       United   117,504   117,732   37,420   37,451              
  exploration         States                                                    
  projects                                                                      
United States       United   39,923    47,336    8,494    11,602              
  conventional        States                                                    
  mining projects                                                               
  Honeymoon Project   Austral  91,618    101,866   4,176    7,443               
ia                                                        
  Corporate and                15,499    571,724   -        573,353             
  other                                                                         
  Total (1)                    1,807,83  2,505,4   192,855  911,007             
4         10                                     
Excludes assets held for sale and discontinued operations                       
18   SEGMENTED INFORMATION (CONTINUED)                                          
As at December 31, 2009: (in $`000)                                             
Mineral              Future                      
                               interest                                         
                               plant and Total      income tax  Total           
                   Country     equipment assets     liabilities liabilities     
$`000     $`000      $`000       $`000           
  Akdala Mine      Kazakhstan  179,706   214,121    18,231      24,004          
  South Inkai      Kazakhstan  478,419   522,574    37,613      49,017          
  Project                                                                       
Karatau Mine     Kazakhstan  510,494   531,508    74,637      141,192         
  Kharasan         Kazakhstan  208,830   217,800    12,223      66,433          
  Project                                                                       
  United States    United      121,526   122,040    -           154             
development      States                                                       
  projects                                                                      
  United States    United      115,398   116,148    28,711      28,742          
  exploration      States                                                       
projects                                                                      
  United States    United      39,910    47,324     5,198       8,226           
  conventional     States                                                       
  mining projects                                                               
Honeymoon        Australia   78,039    85,380     4,074       7,389           
  Project                                                                       
  Corporate and                15,962    240,752    -           330,106         
  other                                                                         
Total (1)                    1,748,284 2,097,647  180,687     655,263         
Excludes assets held for sale and discontinued operations                       
19   SUBSEQUENT EVENTS                                                          
Subsequent to period end;                                                       
the Corporation sold Uranium One Africa Ltd. (note 3.2);                        
Karatau drew down $15 million on one of its bank loans, of which $7.5           
million is attributable to the Corporation (note 4.1);                          
SKZ-U concluded a loan agreement with JBIC in the amount of $133                
million to finance the construction of a sulphuric acid plant in                
Kazakhstan and made the first drawdown of $53 million under the                 
facility in April 2010, of which $10 million is attributable to the             
Corporation; and                                                                
The Corporation provided SKZ-U with a $31 million facility to finance           
the construction of a sulphuric acid plant in Kazakhstan and the first          
drawdown of $12 million was made in April 2010.                                 
Sponsor                                                                         
Nedbank Capital                                                                 
10 May 2010                                                                     
Date: 10/05/2010 13:52:01 Produced by the JSE SENS Department.                  
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