UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934.
OR
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from __________ to __________
Commission File Number: 0-24443
INTERNATIONAL URANIUM CORPORATION
(Exact name of Company as specified in its charter)
ONTARIO, CANADA
(Jurisdiction of incorporation or organization)
INDEPENDENCE PLAZA, SUITE 950,
1050 SEVENTEENTH STREET, DENVER, CO 80265
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
NONE
Securities registered or to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK WITHOUT PAR VALUE
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:
NONE
Indicate the number of outstanding shares of each of the Company's classes of
capital or common stock as of the close of the period covered by the annual
report:
ISSUED AND OUTSTANDING
TITLE OF CLASS AS OF SEPTEMBER 30, 2001
-------------- ------------------------
Common Stock, Without Par Value 65,600,066 common shares
Indicate by check mark whether the Company (1) has filed all reports required to
be filed during the preceding 12 months (or shorter period that the Company was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----------- ------
Indicate by check mark which financial statement item the Company has elected to
follow:
ITEM 17 X ITEM 18
----------- --------
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for the statements of historical fact contained therein, the information
under the headings "Item 4 - "Information on the Company," "Item 5 - "Operating
and Financial Review and Prospects," "Item 11 - Quantitative and Qualitative
Disclosure About Market Risk," and elsewhere in this Form 20-F constitutes
forward looking statements ("Forward Looking Statements") within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such Forward Looking Statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to differ
materially from any future results, performance or achievements projected or
implied by such Forward Looking Statements. Such factors include, among others,
the ability of the Company to develop the alternate feed business, dependence on
a limited number of customers, limited operating history, government regulation
and policy risks, environmental risks, reclamation obligations and the other
factors set forth in the section entitled "Risk Factors".
GLOSSARY OF TERMS
ALTERNATE FEED Material or residues from other processing
facilities that contain uranium in quantities or forms
that are either uneconomic to recover or cannot be
recovered at these other facilities, but can be
recovered either alone or in conjunction with other
co-products at the Company's facilities;
BLM Means the United States Department of Interior Bureau
of Land Management;
CCD CIRCUIT The counter-current decantation circuit at the
White Mesa Mill, in which uranium-bearing solution is
separated from the crushed waste solids;
CONVERSION A process whereby the purified uranium obtained in the
refining process is converted into forms suitable for
making nuclear fuel (UO(2)) or for enrichment (UF(6));
$ Means United States dollars and "CDN $" means Canadian
dollars;
ENRICHMENT A process whereby the U-235 isotope content is
increased from the natural level of 0.711% to a
concentration of 3% to 5% as required in fuel for
light water reactors;
EPA Means the United States Environmental Protection
Agency;
FEE LAND Means private land;
HECTARE Measurement of an area of land equivalent to 10,000
square meters or 2.47 acres;
ISL OR IN SITU LEACH In situ leach mining means solution mining that is
performed in the mineralized horizons and does not
involve excavation and removal of mineralized rock or
the subsequent processing of each rock through a mill
to recover uranium. Rather, the mineralized material
is mined by using groupings of wells completed in the
mineralized horizons to inject leach solution, which
is recovered in production wells. The leaching
solution selectively dissolves the uranium
mineralization, and the solution is then processed to
recover the contained uranium.
MINERALIZATION Means a natural aggregate of one or more metallic
minerals;
MINERAL DEPOSIT OR
MINERALIZED MATERIAL Is a mineralized body which has been delineated by
appropriately spaced drilling and/or underground
sampling to support a sufficient tonnage and average
grade of metal(s). Such a deposit does not qualify as a
reserve until a comprehensive evaluation based upon unit
cost, grade, recoveries, and other material factors
conclude legal and economic feasibility.
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PARTIALLY DEVELOPED With respect to properties, means properties that
contain workings from previously operating mines that
were shut down due to a lack of economic feasibility
of the mineralized material left in the stopes.
NRC The United States Nuclear Regulatory Commission;
REFINING A process whereby yellowcake is chemically refined to
separate the uranium from impurities to produce
purified uranium;
RESERVE That part of a mineral deposit which could be
economically and legally extracted or produced at the
time of the reserve determination.
SAG MILL The semi-autogenous grinding mill at the White Mesa
Mill in which the uranium ore is ground prior to the
leaching process;
TAILINGS Waste material from a mineral processing mill after
the metals and minerals of a commercial nature have
been extracted;
TON A short ton (2,000 pounds);
TONNE A metric tonne (2,204.6 pounds);
URANIUM OR U Means natural uranium; 1% U=1.18% U(3)O(8);
UF(6) Means natural uranium hexafluoride, produced by
conversion from U(3)O(8), which is not yet enriched or
depleted;
U(3)O(8) Triuranium octoxide;
V(2)O(5) Vanadium pentoxide;
WHITE MESA MILL Means the 2,000 ton per day uranium mill, with a
vanadium or other co-product recovery circuit, located
near Blanding, Utah that is owned by the Company's
subsidiary, IUC White Mesa, LLC. Also referred to as
the "Mill".
YELLOWCAKE Means the concentrate powder produced from uranium
milling, or an in situ leach facility. Yellowcake
typically contains approximately 90% U(3)O(8) from
conventional mineralized material.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
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ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data of
International Uranium Corporation (the "Company" or "IUC") for the periods
ended September 30, 2001, 2000, 1999, 1998 and 1997, and was prepared in
accordance with Canadian generally accepted accounting principles ("Canadian
GAAP"). The table also summarizes certain corresponding information prepared
in accordance with United States generally accepted accounting principles
("U.S. GAAP"). This selected consolidated financial data includes the accounts
of the Company and its subsidiaries. All amounts stated are in United States
dollars:
SELECTED FINANCIAL DATA
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PERIOD FROM
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED INCORPORATION
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 OCTOBER 3, 1996, TO
2001 2000 1999 1998 SEPTEMBER 30, 1997
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Revenues $ 809,763 $ 16,060,172 $ 14,046,832 $ 32,940,876 $ 523,865
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Net income (loss)
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Canadian GAAP $ (2,822,876) $ (15,244,651) $ (17,097,677) $ 1,617,331 $ 18,694
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US GAAP $ (2,822,876) $ (4,552,890) $ (21,290,100) $ (2,349,312) $ (1,674,797)
------------------------------------------------------------------------------------------------------------------------------------
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Basic/diluted
income (loss) per
equity share
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Canadian GAAP $ 0.04) $ (0.23) $ (0.26) $ 0.02 $ -
------------------------------------------------------------------------------------------------------------------------------------
US GAAP $ (0.04) $ (0.07) $ (0.32) $ (0.04) $ (0.03)
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Total assets
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Canadian GAAP $ 36,017,455 $ 33,152,084 $ 45,891,809 $ 54,770,714 $ 57,200,339
------------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 36,040,689 $ 33,175,318 $ 35,223,282 $ 48,294,610 $ 54,890,878
------------------------------------------------------------------------------------------------------------------------------------
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Net Assets
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Canadian GAAP $ 3,920,034 $ 6,733,099 $ 21,977,750 $ 39,075,427 $ 37,532,691
------------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 3,943,268 $ 6,756,333 $ 11,309,223 $ 32,599,323 $ 35,223,230
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Capital stock
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Canadian GAAP $ 37,449,213 $ 37,439,402 $ 37,439,402 $ 37,439,402 $ 37,513,997
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US GAAP $ 36,633,243 $ 36,623,432 $ 36,623,432 $ 36,623,432 $ 36,698,027
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Number of shares
outstanding 65,600,066 65,525,066 65,525,066 65,525,066 65,743,066
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Dividends declared $ - $ - $ - $ - $ -
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B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable.
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C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable.
D. RISK FACTORS
The following risk factors should be considered in connection with any
investment in the Company.
ABILITY TO DEVELOP ALTERNATE FEED BUSINESS
The Company is focusing its resources on the continuing development of the
alternate feed, uranium-bearing waste recycling business. In order for the
Company to become profitable in this business the Company must be able to: A)
identify a sufficient number of contracts that would be profitable for the
Company; B) be successful in winning a sufficient number of these contracts in
the face of competition from other facilities; and C) receive these contracts
in a time frame and have sufficient backlog of such contracts to allow the
Mill to operate at a sufficient rate to more than cover its costs of
production, any standby costs that are incurred between Mill runs, and other
corporate overheads. While the Company has had considerable success to date in
this initiative, the Company has not to date developed a sufficient backlog of
alternate feed business to result in sustained profitable operations for the
Company. Developing this backlog will be a prerequisite if the Company is to
continue with its pursuit of this business in the future. There can be no
guarantee or assurance that the Company will be successful in developing the
necessary backlog or that it will otherwise be successful at this business
initiative. If the Company cannot develop this backlog in the near future, it
may pursue other business opportunities as they may arise.
ABILITY TO SUCCESSFULLY PURSUE OTHER BUSINESS INITIATIVES
If the Company is unsuccessful in developing the alternate feed,
uranium-bearing waste recycling business, it may pursue other business
opportunities, as they may arise, in lieu thereof. In addition, the Company
will continue to evaluate other opportunities, as they arise, unrelated to its
mining and alternate feed activities. There can be no guarantee or assurance
that the Company has or will be able to develop the required expertise or
experience for any such other business opportunities or that any such other
business opportunities will be successful.
ENVIRONMENTAL RISKS
The Company is required to comply with environmental protection laws and
regulations and permitting requirements, and the Company anticipates that it
will be required to continue to do so in the future. The material laws and
regulations that the Company must comply with are the Atomic Energy Act,
Uranium Mill Tailings Radiation Control Act of 1978 ("UMTRCA"), Clean Air Act,
Clean Water Act, Safe Drinking Water Act, National Environmental Policy Act
("NEPA"), Federal Land Policy Management Act, National Park System Mining
Regulations Act, and the State Mined Land Reclamation Acts or Department of
Environmental Quality regulations, as applicable. The Company complies with
the Atomic Energy Act, as amended by UMTRCA, by applying for and maintaining
an operating license from the NRC. Uranium milling operations must conform to
the terms of such licenses, which include provisions for protection of human
health and the environment from endangerment due to radioactive materials. The
licenses encompass protective measures consistent with the Clean Air Act and
the Clean Water Act, and as federally-issued licenses, are subject to the
provisions of NEPA. This means that any significant action relative to
issuance, renewal, or amendment of the license must meet the NEPA provisions.
The Company utilizes specific employees and consultants in order to comply
with and maintain the Company's compliance with the above laws and
regulations.
Although the Company believes that its operations are in compliance, in all
material respects, with all relevant permits, licenses and regulations
involving worker health and safety as well as the environment, the historical
trend toward stricter environmental regulation may continue. The uranium
industry is subject to not only the worker health and safety and environmental
risks associated with all mining businesses, but also to additional risks
uniquely associated with uranium mining and milling. The possibility of more
stringent regulations exists in the areas of worker health and safety, the
disposition of wastes, the decommissioning and reclamation of mining and
milling sites, and other environmental matters, each of which could have a
material adverse effect on the costs or the viability of a particular project.
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The Company has detected some chloroform contamination at the Mill site, that
appears to have resulted from the operation of a temporary laboratory facility
that was located at the site prior to and during construction of the Mill
facility. See "Item 8. Financial Information - Legal Proceedings." The source
and extent of this contamination are currently under investigation, and a
corrective action plan, if necessary, is yet to be devised. Although
investigations to date indicate that this contamination appears to be
contained in a manageable area, the scope and costs of remediation have not
yet been determined and could be significant.
RECLAMATION OBLIGATIONS
As owner and operator of the White Mesa Mill and numerous uranium and
uranium/vanadium mines, the Company is obligated to eventually reclaim such
properties. Most but not all of these reclamation obligations are bonded, and
cash and other assets of the Company have been reserved to secure a portion of
this bonded amount. Although the Company's financial statements contain as a
liability the Company's current estimate of the cost of performing these
reclamation obligations, and the bonding requirements are generally
periodically reviewed by applicable regulatory authorities, there can be no
assurance or guarantee that the ultimate cost of such reclamation obligations
will not exceed the estimated liability contained on the Company's financial
statements. In addition, effective January 20, 2001, the BLM implemented new
Surface Management (3809) Regulations pertaining to mining operations
conducted on mining claims on public lands. The new 3809 regulations impose
additional requirements for permitting of mines on federal lands and may have
some impact on the closure and reclamation requirement for Company mines on
public lands. If more stringent and costly reclamation requirements are
imposed as a result of the new 3809 rules, the amount of reclamation bonds
held by the company may need to be increased. See "Item 4. Information on the
Company - Reclamation."
DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS
The Company's main alternate feed contracts to date have come from, and future
contracts are expected to come from, a limited number of government and
private sources. The loss of any of the Company's customers could have a
material adverse effect on the Company's financial performance. Factors which
may affect the Company's clients include change in government policies and the
availability of government financing, variation in environmental regulations
and competition from direct disposal and other competitors. The loss of any of
the Company's largest customers or curtailment of purchases of recycling
services by such customers along with the inability to replace such customers
with new customers could have a material adverse effect on the Company's
financial condition and results from operations.
RELIANCE ON ALTERNATE FEED INCOME; DEPENDENCE ON ISSUANCE OF LICENSE
AMENDMENTS
A significant portion of the Company's expected revenues and income over the
next several years is expected to result from the processing of alternate feed
materials through the White Mesa Mill. The Company's ability to process
alternate feeds is dependent upon obtaining amendments to its Mill license
from the NRC. There can be no assurance that the NRC will continue to issue
such license amendments. See "Item 4. Information on the Company - Alternate
Feed Processing" and "Item 8. Financial Information - Legal Proceedings."
Although the Company believes that alternate feed sources will continue to
generate income for the Company in the foreseeable future, there can be no
guarantees or assurance that this will be the case.
DEPENDENCE ON KEY PERSONNEL
The Company's success will largely depend on the efforts and abilities of
certain senior officers and key employees. Certain of these individuals have
significant experience in the uranium and radioactive waste recycle/disposal
industry. The number of individuals with significant experience in this
industry is small. While the Company does not foresee any reason why such
officers and key employees will not remain with the Company, if for any reason
they do not, the Company could be adversely affected. The Company has not
purchased key man life insurance for any of these individuals.
LIMITED OPERATING HISTORY
The Company began its business in May 1997, following the acquisition of
assets from the Energy Fuels group of companies (See "Item 4: Information on
the Company - History and Development of the Company"). As a result,
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the Company has had a limited history of operations, and has not been
profitable in recent years. There can be no assurance that the Company's
operations will be profitable.
LIQUIDITY OF TRADING MARKET FOR THE COMPANY'S SHARES
Although the Company's shares are listed on The Toronto Stock Exchange, the
volume of shares traded at any one time can be limited, and, as a result, at
any point in time there may not be a liquid trading market for the shares.
VOLATILITY AND SENSITIVITY TO PRICES, COSTS AND EXCHANGE RATES
Because a significant portion of the Company's revenues have been derived from
the sale of uranium and vanadium in the past, the Company's net earnings can
be affected by the long- and short-term market price of U3O8 and V2O5.
Historically, uranium prices have been subject to fluctuation, and the price
of uranium has been and will continue to be affected by numerous factors
beyond the Company's control, such as demand for nuclear power, political and
economic conditions in uranium producing and consuming countries, such as the
United States, Canada and Russia and other republics of the CIS, and
production levels and costs of production in countries such as Australia,
Canada and other republics of the former CIS.
During fiscal year 2001, U(3)O(8) prices started at $7.45 per pound U(3)O(8) in
September 2000, then increased to $9.30 per pound in September 2001, and $9.70
per pound in February 2002. Vanadium prices continue to be in the lower range of
their historical values, trading from $1.45 to $1.55 per pound V(2)O(5)
throughout the fiscal year, and in the $1.10 to $1.25 per pound V(2)O(5) range
as of March 2002.
GOVERNMENTAL REGULATION AND POLICY RISKS
Mining and milling operations and exploration activities, particularly uranium
mining and milling in the United States, and alternate feed processing
activities, are subject to extensive regulation by state and federal
governments. Such regulation relates to production, development, exploration,
exports, taxes and royalties, labor standards, occupational health, waste
disposal, protection and remediation of the environment, mine and mill
reclamation, mine and mill safety, toxic substances and other matters.
Compliance with such laws and regulations has increased the costs of
exploring, drilling, developing, constructing, operating and closing the
Company's mill, mines and other facilities. It is possible that, in the
future, the costs, delays and other effects associated with such laws and
regulations may have an impact on the Company's decisions as to whether to
operate the Mill, existing mines and other facilities or, with respect to
exploration and development properties, whether to proceed with exploration or
development. Furthermore, future changes in governments, regulations and
policies, could materially adversely affect the Company's results of
operations in a particular period or its long-term business prospects.
Worldwide demand for uranium is directly tied to the demand for energy
produced by the nuclear electric industry, which is also subject to extensive
government regulation and policies in the United States and elsewhere. The
development of mines and related facilities is contingent upon governmental
approvals which are complex and time consuming to obtain and which, depending
upon the location of the project, involve various governmental agencies. The
duration and success of such approvals are subject to many variables outside
the Company's control. In addition, the international marketing of uranium is
subject to governmental policies and certain trade restrictions, such as those
imposed by the suspension agreements entered into by the United States with
certain republics of the former CIS and the agreement between the United
States and Russia related to the supply of Russian HEU into the United States.
URANIUM INDUSTRY COMPETITION AND INTERNATIONAL TRADE RESTRICTIONS
The international uranium industry is highly competitive in many respects,
including the supply of uranium. The Company markets uranium to utilities in
direct competition with supplies available from a relatively small number of
Western World uranium mining companies, from certain republics of the former
CIS and mainland China and from excess inventories, including inventories made
available from decommissioning of military weapons. To some extent, the
effects of the supply of uranium from the former CIS republics are mitigated
by a number of international trade agreements and policies, including
suspension agreements entered into by the United States with certain republics
of the former CIS, including Russia, that restrict imports into the United
States market. In addition, in January 1994, the United States and Russia
signed a 20-year agreement to convert HEU from former Russian nuclear weapons
to a grade suitable for use in nuclear power plants. During 1995, the United
States also amended its
7
suspension agreements with the Republics of Kazakhstan and Uzbekistan, which
increased the limit on the supply of uranium from those republics into the
United States for a 10-year period. The European Community also has an
informal policy limiting annual consumption of uranium sourced from the former
CIS republics. These agreements and any similar future agreements,
governmental policies or trade restrictions are beyond the control of the
Company and may affect the supply of uranium available in the United States,
which is the largest market for uranium in the world.
IMPRECISION OF MINERAL DEPOSIT ESTIMATES
Mineral deposit figures included in this document for uranium and vanadium are
estimates, and no assurances can be given that the indicated levels of
recovery will be realized. Such estimates are expressions of judgment based on
knowledge, mining experience, and analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. While the Company believes that the mineral
deposit estimates included in this document are well established and reflect
management's best estimates, by their nature, mineral deposit estimates are
imprecise and depend, to a certain extent, upon statistical inferences which
may ultimately prove unreliable. Furthermore, based on current commodity
prices, none of the Company's mineral deposits are considered reserves, and
there can be no assurances that any of such deposits will ever be reclassified
as reserves. Mineral deposit figures included here have not been adjusted in
consideration of these risks and, therefore, no assurances can be given that
any mineral deposit estimate will ultimately be reclassified as reserves.
MINING AND MILLING RISKS AND INSURANCE
The mining and milling of uranium and uranium-bearing materials is a capital
intensive commodity business, and is subject to a number of risks and hazards.
These risks are environmental pollution, accidents or spills, industrial
accidents, labor disputes, changes in the regulatory environment, natural
phenomena (such as inclement weather conditions, underground flooding and
earthquakes), and encountering unusual or unexpected geological conditions.
Depending on the size and extent of the event, the foregoing risks and hazards
could result in damage to, or destruction of, the Company's mineral
properties, personal injury or death, environmental damage, delays in or
cessation of production from the Company's Mill, mines or in its exploration
or development activities, monetary losses, cost increases which could make
the Company uncompetitive, and potential legal liability. In addition, due to
the radioactive nature of the materials handled in uranium mining and milling,
additional costs are incurred by the Company on a regular and ongoing basis.
The Company maintains insurance against certain risks that are typical in the
uranium industry. As of March 29, 2002, this includes approximately
$53,000,000 of real and personal property insurance coverage for the White
Mesa Mill and mining properties, $3,000,000 of business interruption insurance
for the White Mesa Mill caused by fire or other insured casualty, and
$11,000,000 of general liability insurance per occurrence. Although the
Company maintains insurance in amounts it believes to be reasonable, such
insurance may not provide adequate coverage in the event of certain unforeseen
circumstances. Insurance against certain risks (including certain liabilities
for environmental pollution or other hazards as a result of production,
development or exploration), is generally not available to the Company or to
other companies within the uranium mining and milling business.
CONFLICTS OF INTEREST
Certain of the directors of the Company also serve as directors of other
companies involved in natural resource exploration and development, and
consequently there exists the possibility for such directors to be in a
position of conflict. Any decision made by such directors involving the
Company will be made in accordance with the duties and obligations of
directors to deal fairly and in good faith with the Company and such other
companies. In addition, such directors must declare, and refrain from voting
on, any matter in which such directors may have a conflict of interest. The
Company believes that no material conflicts of interest currently exist. See
"Item 7. Major Shareholders and Related Party Transactions - Related Party
Transactions" and "Item 6. Directors Senior Management and Employees - Board
Practices."
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ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
DESCRIPTION OF BUSINESS
The Company is in the business of recycling uranium-bearing waste products at
its White Mesa uranium mill as an alternative to the direct disposal of these
waste products. In addition, the Company is engaged in the selling of uranium
recovered from these operations. The Company also sells vanadium and other
metals that can be produced as a co-product with uranium. The Company
continues to own several uranium and uranium/vanadium mines and exploration
properties that have been shut down pending a significant improvement in
commodity prices. See "Current Operations".
The Company is the product of an amalgamation under the Business Corporations
Act (Ontario) (the "Act") of two companies; namely, International Uranium
Corporation, incorporated on October 3, 1996 under the laws of the Province of
Ontario pursuant to the Act, and Thornbury Capital Corporation, incorporated
under the laws of the Province of Ontario by Letters Patent ("Thornbury") on
September 29, 1950. The amalgamation was made effective on May 9, 1997,
pursuant to a Certificate of Amalgamation dated that date. The amalgamated
companies were continued under the name "International Uranium Corporation."
See "Amalgamation." The Company operates under the Act.
The head office of the Company is located at Independence Plaza, Suite 950,
1050 Seventeenth Street, Denver, CO 80265, telephone number 303-628-7798. The
registered office of the Company is located at Suite 2100, Scotia Plaza, 40
King Street West, Toronto, Ontario, M5H 3C2, telephone number 416-869-5300.
The Company entered the uranium industry in May 1997 by acquiring
substantially all of the uranium producing assets of Energy Fuels Ltd., Energy
Fuels Exploration Company, and Energy Fuels Nuclear, Inc. (collectively
"Energy Fuels"). The Company raised Cdn$47.25 million through a special
warrant private placement and used cash of approximately Cdn$29.3 million
($20.5 million) to purchase the Energy Fuels' assets (see "Acquisition" for
further details). Energy Fuels was a uranium producer with properties in the
United States and Mongolia.
The Energy Fuels' assets acquired included several developed mines that were
shut down, several partially developed properties and exploration properties
within the states of Colorado, Utah, Arizona, Wyoming and South Dakota, as
well as the 2,000 ton per day White Mesa Mill near Blanding, Utah. The White
Mesa Mill is a fully permitted dual circuit uranium/vanadium mill. In addition
to the U.S. properties, the Company also acquired a 70% interest in a joint
venture with the government of Mongolia and a Russian geological concern to
explore for economic uranium mineralization in Mongolia.
Due to deteriorating commodity prices and other factors, the Company has
ceased its mining and exploration activities, and has shut down all of its
mines and its Mongolian joint venture. The Company intends to keep those
properties on a shut down status indefinitely, pending a significant
improvement in commodity prices, or possibly sell or joint venture all or a
portion of such properties and interest to or with other parties. The Company
has closed its Colorado Plateau and Arizona mining offices. See "Current
Operations."
As a result of this reduction in exploration and mining activities, the
Company is focusing on the continuing development of the alternate feed,
uranium-bearing waste recycling business, including the possibility of joint
venturing or selling all or a portion of this business with or to other
parties. See "Alternate Feed Processing." The Company will also continue to
evaluate other opportunities, as they arise, unrelated to its mining and
alternate feed activities.
AMALGAMATION
The predecessor, International Uranium Corporation ("Old IUC"), and Thornbury
were amalgamated effective May 9, 1997 under the provisions of the Business
Corporations Act (Ontario) to form the Company in accordance with the terms of
an agreement entered into between Old IUC and Thornbury dated February 13,
1997 (the "Amalgamation Agreement"). The primary purpose of the Amalgamation
was to effect an acquisition of Thornbury
9
by Old IUC in that upon completion of the Amalgamation the shareholders of Old
IUC immediately prior to the Amalgamation would hold the controlling interest
in the Company, a public company.
BACKGROUND ON THORNBURY
Thornbury was incorporated under the laws of Ontario on September 29, 1950.
Thornbury's common shares were quoted for trading on the Canadian Dealing
Network Inc. Thornbury's principal assets consisted of marketable securities
with a market value as at December 31, 1996 of Cdn$495,480 and eight mining
claims situated in the Mayo Mining District, Yukon Territory, which expire
between 1999 and 2009.
SHARE EXCHANGE RATIOS
The Amalgamation received the approval of the shareholders of both Old IUC and
Thornbury. On amalgamation, each shareholder of Old IUC received one (1) share
of the Company, a newly formed amalgamated company, for each one (1) common
share held in Old IUC, and each shareholder of Thornbury received one (1)
share of the Company for each five (5) common shares held in Thornbury.
Fractional shares resulting from the foregoing were rounded down to the next
whole number.
After giving effect to the amalgamation, there were a total of 65,743,066
common shares of the Company issued and outstanding. This figure was based on
26,500,000 previously issued common shares of Old IUC, 37,800,000 common
shares of Old IUC issued upon conversion of the special warrants and 7,215,334
common shares of Thornbury which were outstanding prior to the amalgamation
being effective (1,443,066 post-amalgamation common shares).
AMALGAMATION AGREEMENT
Old IUC and Thornbury entered into an amalgamation agreement, which contained
such representations and warranties, covenants, indemnification and other
provisions as are customarily found in an amalgamation agreement entered into
by parties dealing at arm's length.
ACQUISITION
The Company entered the uranium industry by acquiring substantially all of the
uranium producing assets of Energy Fuels. On December 19, 1996, Old IUC,
through its subsidiary, International Uranium Holdings Corporation, entered
into an agreement (the "Acquisition Agreement") to acquire the Energy Fuels'
Assets for cash of $20.5 million, subject to adjustment. The terms of the
acquisition were approved by the United States Bankruptcy Court following a
lengthy bidding procedure as required under United States bankruptcy laws. See
"Bankruptcy of Oren Benton and Nuexco." The acquisition was completed on May
9, 1997.
ENERGY FUELS
HISTORICAL BACKGROUND
The Energy Fuels group of companies was founded in August 1976 to capitalize
on uranium mining, purchasing and processing opportunities in the Colorado
Plateau area of western Colorado and eastern Utah.
In order to process the ores mined and purchased from the Colorado Plateau,
Energy Fuels commenced construction of a 2,000 ton per day mill near Blanding,
Utah in June 1979 at a total cost of approximately $40 million. Known as the
White Mesa Mill, the facility is a dual-circuit uranium mill.
The cost of construction of the White Mesa Mill was funded in large part by
Kernkraftwerk Goesgen-Daeniken AG, and Nordostschweizerische Kraftwerke AG
(the "Swiss Utilities"), the former limited partners in certain of the Energy
Fuels Assets, who owned a 40% limited partnership interest in almost all of
Energy Fuels' United States assets. In 1995, this 40% limited partnership
interest was converted into a 9% royalty on all uranium produced and a 5%
royalty on vanadium and all other minerals produced from the United States
properties. This royalty was reduced in 1997 and terminated in fiscal 2000.
See "Swiss Royalty Interest".
10
In the early 1980s Energy Fuels expanded its operations to include breccia
pipe uranium mining in the Arizona Strip district of northern Arizona. The
land position of Energy Fuels in the Arizona Strip district acquired by the
Company included four developed or partially developed properties as well as
several potential prospects and numerous other exploration targets.
In 1984, Energy Fuels formed a limited partnership with Union Carbide
Corporation ("Union Carbide") pursuant to which Union Carbide acquired a 70%
undivided interest in and became the operator of the White Mesa Mill. As a
result of subsequent negotiations in 1987, Union Carbide's mines and
properties in the Colorado Plateau were added to this limited partnership and,
as a result, Energy Fuels acquired a 25% undivided interest in those mines. In
1994 this partnership was dissolved and Energy Fuels re-acquired 100% of the
White Mesa Mill as well as certain of Union Carbide's mines on the Colorado
Plateau. In the Colorado Plateau district, Energy Fuels then owned several
uranium and vanadium mines that were shut down, several partially developed
properties as well as additional acreage with exploration potential.
In 1994, in an effort to expand into the global uranium marketplace, Energy
Fuels acquired a 70% interest in a joint venture with the government of
Mongolia and a Russian geological concern to explore for economic uranium
mineralization in Mongolia.
In the early 1990s, Energy Fuels also acquired two uranium properties intended
to be mined by in situ type mining technology: the Reno Creek property in
Wyoming, and the Dewey Burdock property in South Dakota.
In early 1995, Energy Fuels filed for protection under Chapter 11 of the
United States Bankruptcy Code as a result of providing guarantees to an
affiliated company and its majority shareholder. See "Bankruptcy of Oren
Benton and Nuexco".
BANKRUPTCY OF OREN BENTON AND NUEXCO
On February 23, 1995, Oren L. Benton ("Benton") and two entities which Benton
controlled -- Nuexco Trading Corporation ("Nuexco") and CSI Enterprises, Inc.
("CSI") -- filed for protection under Chapter 11 of the United States
Bankruptcy Code.
Energy Fuels, Ltd. ("EFL") and Energy Fuels Exploration Company ("EFEX") also
filed for protection under Chapter 11 of the United States Bankruptcy Code on
February 23, 1995. EFL and EFEX were both controlled by Benton through the
Energy Fuels Mining Joint Venture ("EFMJV"). EFL and EFEX were forced into
bankruptcy because Benton, as controlling shareholder, caused them to
guarantee certain of Benton's and Nuexco's investment and trading activities.
EFMJV filed for protection under Chapter 11 on August 12, 1996.
The bankruptcy of Benton, Nuexco, CSI, EFL, EFEX and EFMJV involved numerous
other affiliated and subsidiary entities, of which Energy Fuels was a
relatively small part.
Under the provisions of Chapter 11 of the United States Bankruptcy Code,
Benton maintained control of the assets of his estate, including the Energy
Fuels Assets, but was under a fiduciary duty to reorganize his estate either
under a plan of reorganization or through the sale of portions of the assets
from time to time ("Section 363 Sales"). In order to protect the rights of
creditors in this process, a committee of selected creditors was formed (the
"Creditors Committee") as required under the provisions of Chapter 11 of the
United States Bankruptcy Code.
Benton and the Creditors Committee filed a joint Section 363 Sale motion on
October 21, 1996 with the Company as the lead bidder for the sale of the
Energy Fuels Assets to the Company for cash of $20.5 million, subject to
adjustments.
On December 4, 1996, the Bankruptcy Court approved the Acquisition Agreement
and the sale of the Energy Fuels Assets to the Company. The effect of the
court order was to eliminate substantially all known and existing claims and
liabilities of all creditors against the Energy Fuels Assets, so that the
Company would acquire the Energy Fuels Assets free and clear of all such
liabilities.
11
SUMMARY OF ENERGY FUELS ASSETS ACQUIRED BY THE COMPANY
UNITED STATES ASSETS
The Energy Fuels Assets acquired by the Company pursuant to the Acquisition
Agreement located in the United States included the following:
- the White Mesa Mill, a 2,000 ton per day uranium and vanadium
processing plant near Blanding, Utah. See "White Mesa Mill."
- the Arizona Strip uranium properties, in north central Arizona. See
"Arizona Strip."
- the Colorado Plateau uranium properties, straddling the south/central
Colorado and Utah border. See "Colorado Plateau District."
- the Reno Creek in situ leach project, a uranium deposit in the Powder
River Basin area of Wyoming which has since been sold by the Company.
See "Other U.S. Mineral Properties."
- the Dewey Burdock in situ leach project, a uranium deposit in South
Dakota which has since been dropped by the Company.
- the Bullfrog project, a uranium deposit in south central Utah. See
"Other U.S. Mineral Properties."
- mining equipment. See "Other Assets of Company."
- various uranium supply, waste processing contracts, and joint venture
contracts. See "Other Assets of Company."
- various field and administrative offices. See "Other Assets of
Company."
THE MONGOLIA PROPERTY
Energy Fuels owned a 70% interest in the Gurvan-Saihan Joint Venture in
Mongolia. The Company, as a result of the Acquisition, acquired this interest.
The other parties are the Mongolian Government as to 15% and Geologorazvedka,
a Russian geological concern, as to the remaining 15%. As of February 15,
2002, the Gurvan-Saihan Joint Venture holds some 2.99 million acres of uranium
exploration properties in Mongolia. See "Mongolia Property."
PRINCIPAL CAPITAL EXPENDITURES AND DIVESTITURES
The Company's principal capital expenditures during the last three fiscal
years have been $1,245,053 for its Mongolian mineral properties and $2,380,286
for its U.S. operations. During this same time period the Company sold
approximately $992,000 of surplus mining equipment, resulting in a gain of
$19,537. In addition, due to a significant deterioration in the market price
of uranium and vanadium, the Company has written off its entire investment in
its Mongolian joint venture and its U.S. mining properties. The Company
expects to finance the development of the alternate feed business, which is
the Company's current focus, through internal sources.
HISTORY OF MINING OPERATIONS
The Company commenced conventional mining operations at its Sunday Mine
Complex in November 1997 and at its Rim Mine in January 1998 after completion
of minor development activities. These properties are located in the Colorado
Plateau District of western Colorado and eastern Utah, and contain high grades
of vanadium along with uranium.
To supplement its own production, the Company implemented a mill-feed purchase
program under which it intended to purchase feed for the Mill from many small
independent mines in the Uravan district of the Colorado Plateau mining
region. Unfortunately, this program did not materialize to the degree hoped,
as the independent
12
miners found that their operations were not economic at then current commodity
prices, due to new regulatory and environmental licensing requirements that
had come into effect since they last operated.
The Company continued the mining of uranium and vanadium-bearing material from
its Sunday and Rim Mine complexes in the Colorado Plateau district until
mid-1999. At that time, the Company elected to suspend mining operations as a
result of continued weak uranium and vanadium prices and the expectation that
these conditions would not improve for the next several years. The shut down of
the mines took several months to complete, and the process of putting the mines
on standby was completed in November 1999. Due principally to the lack of
success of the Company's mill-feed purchase program, the tonnage ultimately
delivered to the Mill was less than originally expected. Approximately 87,250
tons of material, with a U(3)O(8) grade of 0.28% and a V(2)O(5) grade of 1.9%
were mined from the Company's mines and independent mines. All of the material
was shipped to the White Mesa Mill, and the Company commenced the milling of
this material in June, 1999. The conventional mill run was much shorter than
originally anticipated, which impacted operating efficiencies and, ultimately,
unit production costs. In addition, certain operational problems were
encountered with the vanadium circuit which had not operated since 1990,
resulting in lower realized recoveries. Nevertheless, the milling of the
material was completed in October of 1999 and the Company recovered
approximately 487,000 pounds of U(3)O(8) in concentrates and approximately 2.0
million pounds of vanadium.
Due to deteriorating commodity prices and other factors, the Company placed
all of its U.S. mines on standby in fiscal 1999. The Company has also
written-off the carrying value of its U.S. mineral properties for the same
reason in fiscal 1999. The Company intends to keep those properties on
shutdown status indefinitely, pending a significant improvement in commodity
markets, or possibly the sale or joint venture of all or a portion of such
properties to or with other parties. The Company has also closed its Colorado
Plateau mining office in fiscal 1999 and Arizona mining office in fiscal 2000.
B. BUSINESS OVERVIEW
CURRENT OPERATIONS
The Company has redefined its business operations to focus on the development
of the alternate feed business. The Company has focused on the following four
areas in the past:
1) Mining
2) Alternate Feed Processing
3) Exploration and Development
4) Marketing.
Due to deteriorating commodity prices and other factors, the Company has
ceased its mining and exploration activities, and has shut down all of its
mines and its Mongolian joint venture. The Company intends to keep its
Mongolian property on a shut down status indefinitely, pending a significant
improvement in commodity prices, or possibly sell or joint venture all or a
portion of such property to or with other parties. The Company has closed its
Colorado Plateau and Arizona mining offices and will continue to evaluate
potential options for the sale of its mining properties and mining equipment,
as they may arise.
As a result this reduction in exploration and mining activities, the Company
has focused its resources on the continuing development of the alternate feed,
uranium-bearing waste recycling business, including the possibility of joint
venturing or selling all or a portion of this business with or to other
parties. Although the Company has pursued the alternate feed business in the
past, and, as of March 29, 2002, has received thirteen license amendments for
the processing of alternate feed materials at the Mill, the alternate feed
business has historically been considered by the Company to be supplemental to
its business of mining and milling conventional uranium and uranium/vanadium
mineralization. With the decline in commodity prices, the Company is now
dedicating its full attention to the development of the alternate feed
business as the primary focus of its business operations. See "Alternate Feed
Processing." The Company will also continue to evaluate other opportunities,
unrelated to its mining and alternate feed activities, as they may arise.
13
ALTERNATE FEED PROCESSING OVERVIEW
The Company continues to have some successes in the development of its
alternate feed, uranium-bearing waste recycling business. During fiscal 2001,
the Company was awarded a contract to receive and process up to 17,750 tons of
lead sulphide sludge material from Molycorp, Inc.'s Mountain Pass facility in
California. The Company currently expects to receive and process this material
in fiscal 2002. The Company was also awarded a contract to receive and process
3,600 tons of uranium bearing monazite sands from Heritage Minerals, Inc. in
New Jersey. These materials have all been received at the Mill and are
currently expected to be processed in fiscal 2002. In addition to these new
contracts, the Company continues to receive materials under its existing
contract with Cameco Corporation, and under its existing Formerly Utilized
Sites Remedial Action Program ("FUSRAP") contacts for the Ashland 1 and Linde
sites, both near Buffalo, New York. During fiscal 2001 the Company received
approximately 31,000 tons of material from the Ashland 1 site, which, together
with amounts received in fiscal 1999 and 2000 and approximately 12,000 tons
received up to March 29, 2002 in fiscal 2002, total approximately 166,000 tons
received. This amount exceeds the original estimates for the Ashland 1 project
of approximately 100,000 tons. It is expected that the Company will receive
approximately four thousand additional tons from the Ashland 1 site in fiscal
2002, prior to the completion of that project. During fiscal 2001 the Company
also received approximately 56,000 tons of material from the Linde site, which
together with material received from that site up to March 29, 2002, totals
approximately 70,000 tons of material received from that site to date. The
Company currently expects to receive an additional 44,500 tons of material
from the Linde site. This total expected amount from the Linde project of
approximately 114,500 tons exceeds the original estimate of 75,000 tons from
that site. The Linde material began arriving at the Mill in September 2000.
The Company intends to continue to marshal its resources and concentrate its
operations on the development of the alternate feed, uranium-bearing waste
recycling business, including the possibility of joint venturing or selling
all or a portion of this business with or to other parties. The Company
continues to expect that the development of its alternate feed business can
result in a profitable business for the Company, if the Company is able to
develop a sufficient backlog of alternate feed materials to allow the Mill to
operate efficiently on a continuous basis. Despite the Company's successes,
however, the Company has not to date developed the required backlog of
alternate feed business. Developing this backlog will be a prerequisite if the
Company is to continue with its pursuit of this business in the future. See
"Alternate Feed Processing."
Process milling of alternate feeds generated $762,230 of the Company's fiscal
2001 revenues, which were approximately 94% of total revenues for the year, as
well as deferred revenue of $5,786,113. The alternate feed processing
activities in fiscal 2001 consisted primarily of the receipt, sampling and
analysis of Ashland 1 material, Linde material, and Heritage material with no
actual processing being conducted. The Company receives a recycling fee as
these materials are delivered, which is recorded as deferred revenue until the
material is processed, at which time it becomes revenue. In fiscal 1998, 1999
and 2000, process milling fees from alternate feed production, combined with
revenues derived from uranium produced from alternate feed materials were,
$16,373,256, $4,288,515 and $2,743,201, respectively, representing 50, 31 and
17% of total revenues for those periods. The remaining revenues received
during those periods were primarily derived from the sale of uranium under
long term contracts acquired on the acquisition of the Energy Fuels Assets,
and from the sale of uranium and vanadium produced from ores mined from the
Company's mines. There were no sales of uranium in fiscal 2001. As mentioned
below (see "Marketing"), the Company has sold all of its uranium inventory and
uranium contracts, and all but $824,119 of its vanadium inventories. It is
therefore expected that future revenues will be primarily from the Company's
alternate feed business.
EXPLORATION AND DEVELOPMENT
In the area of exploration and property development, the Company did not
undertake any exploration activities in fiscal 2001. Due to the depressed
uranium market and current market forecasts, the Company shut down the field
operations at the Gurvan-Saihan Joint Venture in fiscal 2000, the Company's
uranium development and exploration program in Mongolia. The project office in
Ulaanbaatar was downsized during fiscal 2000 but will be maintained. Due to
the depressed commodity price and the forecasted slow price recovery, the
decision was made in fiscal 2000 to reduce the carrying value of the Company's
investment in the Gurvan-Saihan Joint Venture by $10,963,248. See "Mongolia
Property."
In addition, the Company sold its Reno Creek property in fiscal 2001 to a
third party in consideration of the assumption by the third party of all
reclamation liabilities associated with the project. See "Other U.S. Mineral
Properties."
14
MARKETING
Given the continued forecasted weakness in the uranium market, the Company
decided to sell its entire uranium inventory along with its remaining uranium
sales contracts in fiscal 2000. The Company did not produce or sell any uranium
in fiscal 2001. Due to depressed vanadium prices the Company continues to hold
approximately, 424,000 pounds of vanadium, as black flake, that it intends to
sell as vanadium prices strengthen, and approximately 144,000 pounds of
vanadium, as vanadium pregnant liquor. Vanadium prices continue to be in the
lower range of their historical values, trading from $1.25 to $1.55 per pound
V(2)O(5) throughout the fiscal year, and trading in the $1.10 to $1.25 per pound
V(2)O(5) range as of March 2002.
MOAB TAILINGS PROJECT INITIATIVE
In December 2001, the Company entered into a teaming agreement with Washington
Group International, Inc. to make a proposal to the U.S. Department of Energy
("DOE") to relocate the Moab uranium mill tailings to the White Mesa Mill by
slurry pipeline. The Moab tailings pile contains an estimated 13 million tons
of mill tailings, mill debris, other contaminated soils, and cover material,
located near Moab Utah, approximately 90 miles north of the White Mesa Mill.
The location of the tailings pile, adjacent to the Colorado River and an
environmentally sensitive wetlands, as well as the ongoing contamination of
groundwater due to seepage of pollutants into the River, have lead DOE to
investigate several alternatives for final remediation of the pile. The
Company and Washington Group expect to submit their proposal to DOE in
mid-2002. See "Moab Tailings Project."
ALTERNATE FEED PROCESSING
Commissioned in 1980, the White Mesa Mill has processed conventionally mined
mineralized material for the recovery of uranium and vanadium for many years.
In addition, the Company's NRC license gives the Company the right to process
other uranium-bearing materials known as "alternate feeds," pursuant to an
Alternate Feed Guidance adopted by the NRC in 1995. Alternate feeds are
uranium-bearing materials from other processing facilities, which usually are
classified as waste products to the generators of the materials. Requiring a
routine amendment to its license for each different alternate feed, the
Company can process these uranium-bearing materials and recover uranium, in
some cases, at a fraction of the cost of processing conventional ore, alone or
together with other valuable metals such as niobium, tantalum and zirconium.
In other cases, the generators of the alternate feed materials are willing to
pay a recycling fee to the Company to process these materials to recover
uranium and then dispose of the remaining byproduct in the Mill's licensed
tailings cells, rather than directly disposing of the materials at a disposal
site. This gives the Company the ability to process alternate feeds and
generate earnings that are largely independent of uranium market prices. By
working with the Company and taking the recycling approach, the suppliers of
alternate feed materials can significantly reduce their remediation costs, as
there are only a limited number of disposal sites for uranium-bearing
materials in the United States.
As of March 29, 2002, the Mill has received thirteen license amendments ,
authorizing the Mill to process sixteen different alternate feed materials. As
of March 29, 2002, the Mill has recovered approximately 1,125,000 pounds of
U3O8 from the processing of alternate feed materials. Of these amendments,
eight involve the processing of feeds provided by nuclear fuel cycle
facilities and private industry and one has involved the processing of DOE
material. These nine feed materials have been relatively high in uranium
content and relatively low in volume. The remaining four amendments have been
to allow the Mill to process uranium-bearing soils from former defense sites,
known as Formerly Utilized Sites Remedial Action Program ("FUSRAP") sites,
which are being remediated by the U.S. Army Corps of Engineers (the "Corps").
These materials are typically relatively low in uranium content but relatively
high in volume. The Company has received and processed approximately 44,000
tons of FUSRAP material from the Ashland 2 site near Buffalo, New York, and,
as of March 29, 2002, is receiving such material from the Ashland 1 and Linde
sites, both near Buffalo. The Ashland 1 and Linde sites are estimated to ship
approximately 170,000 tons and 115,000 tons, respectively. Previously,
material excavated from FUSRAP sites was only directly disposed of at one of
the few direct disposal sites in the country, and at considerable cost. The
Corps, charged with the task of reducing the cost of this remediation program,
awarded the Ashland 2 contract to the Company to recycle the materials and
recover uranium before disposing of the resulting tailings in the Mill's
tailings cells. By processing these soils through the Mill for the recovery of
uranium, the Company was able to allow the Corps to clean up this site at a
fraction of the cost that would have been incurred had the disposal-only
option been used.
As of March 29, 2002 the Company estimates that there are potentially several
hundred thousand tons of uranium-bearing soils and materials located at FUSRAP
and similar sites. It is anticipated that these uranium-bearing soils
15
will be excavated and then transported to either a disposal only facility or in
some cases to a recycling facility, like the White Mesa Mill.
Even though there are significant volumes of materials estimated under the
government programs, nuclear fuel cycle facilities and private industry will
remain an important part of the Company's alternate feed program over the
foreseeable future. For example, the second alternate feed campaign completed
in fiscal 1999 involved an alternate feed material that the Company acquired
under a contract with a nuclear fuel cycle facility. The high-grade uranium
content of this material provided the Company with 160,000 pounds of uranium.
The Company continues to receive alternate feeds under this contract. As well,
the Company will continue to be an outlet for smaller private companies
seeking recycling as a preferred and often cheaper alternative to direct
disposal.
Government remediation projects, such as those involving the clean-up of
FUSRAP sites, are generally well known in the industry. Each such project
typically takes several years to characterize and to obtain all agency
approvals required in order to proceed to remediation. Once the project
reaches the remediation stage, and government funding has been allocated to
the project, it typically is put out to tender for sealed bids, and site
remediation, transportation and disposal/recycling facility contracts are then
awarded. This process typically takes several months to complete. Once
contracts are awarded, actual remediation could last for months to years,
depending on the size of the project and government funding priorities.
Depending on the project, there are typically two to five qualified
disposal/recycling facilities that will bid on each contract. There are also
other government sources of alternate feed materials that are not on any
particular schedule or program for remediation. These are not as well known in
the industry, and it is incumbent upon the Company to identify these. These
types of contracts may be sole-source or may be subject to public tender,
depending on the circumstances. While some private industry contracts relate
to private sites that must be remediated under regulatory order or directive
within set time frames and in many respects resemble government remediation
contracts in scope and timing, most private industry contracts are not well
publicized and need not be remediated within any set time period. It is
incumbent upon the Company to identify these types of contracts . Most of
these types of contracts are sole-source. As of March 29, 2002, the Company
has been successful in obtaining approximately 33% of the contracts for which
it submitted a competitive bid and approximately 65% of all contracts sought.
While the progress made to date is considerable, there have been regulatory
uncertainties associated with this uranium recycling business. As noted, the
Company's license gives the Company the right, with appropriate amendments, to
process alternate feeds. These amendments are granted under the rules and
regulations of the NRC. Some of the Company's alternate feed projects have
been challenged by the State of Utah, which has believed that the State of
Utah should have regulatory authority over these projects instead of the NRC.
Activities have also been challenged by a commercial disposal company and
other parties. As of March 29, 2002, the Company's White Mesa Mill has been
granted thirteen license amendments for processing alternate feeds out of
fourteen requests (the fourteenth is still pending before the NRC as of March
29, 2002), and the Company has successfully defended all challenges before the
NRC, to date. In fact, in February, 2000 the NRC rendered a decision,
upholding the amendment to the Company's NRC license amendment, that allowed
the Company to process the Ashland 2 FUSRAP materials. This decision by the
five NRC Commissioners reaffirmed an earlier ruling by the Atomic Safety and
Licensing Board, and resolved in the Company's favor the long-standing dispute
with the State of Utah over the types of materials that can be processed at
the Mill. As a result of this ruling, it is clear that the uranium bearing
soils and materials located at former defense sites that are being pursued by
the Company can be processed at the Mill in accordance with NRC health and
safety regulations. See "Item 8. Financial Information - Legal Proceedings."
While the legal dispute between the Company and the State of Utah has been
resolved, the Company nevertheless continues to work with the Utah Department
of Environmental Quality ("UDEQ") to resolve any concerns that UDEQ has
regarding the operations at the Mill. The Company and UDEQ have made
considerable progress in this regard to date, and the Company intends to
continue working with UDEQ to cooperatively resolve any outstanding issues in
a manner that will provide UDEQ with the regulatory comfort it desires while
still allowing the Company to pursue the development of its alternate feed
business. See "Item 8. Financial Information - Legal Proceedings."
In conducting its alternate feed business to date, the Company has not been
dependent on patents or technological licenses or new manufacturing processes
(other than those that have been developed by the Company as necessary),
although it has been dependent upon entering into commercial contractual
relations with generators of alternate feed materials. Costs of processing
alternate feed materials are dependent upon costs of raw materials and labor,
which
16
in the case of some reagents, while readily available, can be volatile.
However, volatility in the cost of such materials has not significantly
impacted costs of processing alternate feeds to date.
The Company continues to expect that the development of the business of
recycling uranium-bearing materials can result in a profitable business for
the Company. As noted above, there are potentially several hundred thousand
tons of this type of material in the U.S., enough to keep the White Mesa Mill
operating at capacity for several years. In order for the Company to become
profitable in this business the Company must be able to: A) identify a
sufficient number of contracts that would be profitable for the Company; B) be
successful in winning a sufficient number of these contracts in the face of
competition from other facilities; and C) receive these contracts in a time
frame and have sufficient backlog of such contracts to allow the Mill to
operate at a sufficient capacity to more than cover its costs of production,
any standby costs that are incurred between Mill runs, and other corporate
overheads. Despite its successes in developing this new business opportunity
and the receipt of alternate feed materials from various sources, the Company
has not to date developed this required backlog of alternate feed business to
result in sustained profitable operations for the Company. Given the
timeframes inherent in bidding for and being awarded government contracts and
identifying and securing commercial contracts for alternate feed materials,
this could take a matter of years to achieve. Developing this backlog will be
a prerequisite if the Company is to continue with its pursuit of this business
in the future. As a result of the Company's shutdown of its exploration and
mining activities (see "Current Operations"), the Company is focusing its
resources on the continuing development of the alternate feed, uranium-bearing
waste recycling business, including the possibility of joint venturing or
selling all or a portion of this business with or to other parties. However,
if the Company cannot develop the required backlog of alternate feed business
in the near future, it may consider pursuing other business opportunities as
they may arise.
MOAB TAILINGS PROJECT
The Company entered into a teaming agreement with Washington Group
International, Inc. ("Washington Group") in December 2001 to submit a
technical and financial proposal to the U.S. Department of Energy ("DOE") to
relocate the Moab uranium mill tailings to the White Mesa Mill.
The Moab Uranium mill tailings pile, located at the former Atlas Minerals
Corporation site, approximately three miles north of Moab, Utah, which is
located approximately 90 miles north of the White Mesa Mill, is now under the
control of DOE. The Moab tailings pile contains an estimated 13 million tons
of mill tailings, mill debris, other contaminated soils and cover material.
The location of the tailings pile, adjacent to the Colorado River and an
environmentally sensitive wetlands, as well as the ongoing contamination of
groundwater and seepage of pollutants into the river, have lead DOE to
investigate several alternatives for final remediation of the pile.
One alternative is to remediate the tailings on-site through the use of an
engineered rock armor cover. Although this appears to be initially less
costly, a number of federal and state agencies, local business interests,
downstream water users, and environmental groups are objecting to this final
closure alternative. Concerns raised by some of the more than 30 million
downstream users of the Colorado River focus on the risk of continued
long-term contamination of site groundwater and the Colorado River, as well as
actual long-term costs for monitoring and maintenance. In addition to the
remediation in-place alternative, DOE is currently evaluating alternatives for
relocating the pile to the White Mesa Mill using a slurry pipeline or to other
potential relocation sites using alternative transportation methods. Based on
a preliminary plan prepared by DOE, the cost for relocation to one of these
other potential sites has been estimated by DOE to be between US$365 and
US$450 million.
The Company and Washington Group believe that relocation of the Moab tailings
to the White Mesa Mill has many economic, technical, and environmental
advantages over in-place final closure or relocation to a new, unproven
disposal site. The Company and Washington Group believe that relocating the
tailings via slurry pipeline to the White Mesa Mill will enhance long-term
environmental, social, and aesthetic values as well as public health and
safety. Engineering on the project to date by the Company and Washington Group
indicates that utilization of proven pipeline technology, which has a long
history of safe operations, will be the least disruptive to the local
communities, enable the relocation to be completed faster, and based on
preliminary estimates, will be economically attractive compared to other
relocation options being considered.
The Company and Washington Group currently expect to provide to DOE a formal
proposal for the White Mesa Mill alternative during fiscal 2002. DOE is not
expected to make its decision on which alternative to pursue before the latter
part of 2002, at the earliest. Any alternative chosen by DOE will be subject
to receipt of funding from the U.S. Congress. However, it is anticipated that
some funding for pre-engineering work required for the project will
17
be available from existing sources. Once DOE determines the preferred
alternative and permitting and funding have been obtained, relocation of the
pile will take several years to complete.
Washington Group, a leading international engineering and construction firm,
with more the 35,000 employees at work in 43 states and more than 35 countries
around the world, offers a full range of science, engineering, construction,
program management and development services in 14 major markets. Additionally,
Washington Group brings extensive experience in uranium mill tailings
remediation programs through its role as construction manager from 1983
through 1999 for DOE's US$780 million uranium mill tailings remediation
program at 22 sites.
The combination of the Company and Washington Group creates a team with
operating and engineering expertise, tailings management experience,
remediation contracting expertise and an existing uniquely qualified disposal
site at the White Mesa Mill. The Company believes that this puts the Company
and Washington Group in an ideal and unique position to make an attractive
proposal to DOE for this project.
THE URANIUM INDUSTRY
Although the Company has placed all of its uranium mines on standby, and has
sold all of its uranium inventories and supply contracts, it nevertheless
produces some uranium from the processing of alternate feed materials. While
the processing of alternate feed materials is often associated with a
processing fee payable to the Company, and hence the revenues derived from
alternate feed processing are typically sheltered from the full effects of
changes in the price of uranium, the value of the uranium produced is still
dependent upon uranium prices. Also, the value of the Company's uranium
properties can be dependent upon changes in uranium prices. For these reasons,
the Company has included a brief description of the uranium industry, as of
March 29, 2002.
OVERVIEW
Considerable growth in world demand for electricity has created a strong
market for the development of nuclear power over the past 30 years, and it now
contributes 17% of world electricity supply. In the U.S., production costs at
nuclear power plants are the lowest of any major reliable electricity source.
The low operating cost combined with the increased focus on climate change
could result in increased electricity production from nuclear generators.
According to the World Nuclear Association ("WNA"), there are 103 nuclear
reactors in the United States and a total of 434, worldwide, representing a
total world nuclear capacity of 351 GWe. The WNA reports in one case that
world nuclear generating capacity is expected to grow to 379 GWe by 2010 and
405 GWe by 2020. With the only significant commercial use for uranium being
nuclear fuel for nuclear reactors, it follows that reactor requirements will
be a key indicator in the nuclear fuel market.
Generally, uranium is mined and milled, converted, enriched and fabricated prior
to use in a nuclear reactor. Once a uranium deposit is discovered and reserves
delineated, uranium ore is mined either by underground, open pit or in situ
methods then partially refined at a nearby mill to produce uranium concentrates.
Typically, the uranium concentrate or U(3)O(8), or yellowcake, as it is referred
to in the industry, is sold by the mining companies to electricity utilities in
the form of U(3)O(8). Market participants, such as utilities, then contract with
the converters, enrichers, and fuel fabricators for services to further refine
the yellowcake for use in a nuclear reactor.
URANIUM SUPPLY AND DEMAND
According to the WNA, annual Western World uranium consumption has increased
from approximately 56 million pounds in 1980 to about 142 million pounds in
2000. Demand could increase by increased plant operating capacities or reduced
by premature closing of nuclear power plants.
Demand for uranium can be supplied through either primary production (newly
mined uranium) or secondary sources (inventories and alternate production).
Inventories are of particular importance to the uranium industry when compared
to other commodity markets, as further described below.
According to the WNA, primary uranium production has been relatively stable
over the past three years at approximately 73 million pounds of uranium. Of
this, Canada and Australia accounted for approximately 49% of
18
total production. The United States production only represented about 5% or
3.8 million pounds U, of primary production over the last three years.
Secondary sources of supply cover all uranium, other than primary production,
sourced to satisfy reactor requirements. These sources include inventories,
stockpiles (primarily, government and military related) and recycled uranium.
These supply sources can be held at any point of the nuclear fuel cycle and by
utilities and other fuel cycle companies or by governments, alike. Each source
must meet appropriate specifications to be utilized in nuclear reactors.
Inventories represent the largest portion of secondary sources of supply and
can be quite difficult to quantify. Inventories include production inventories
held by producers and utilities, and government and military stockpiles.
Inventories are held for a variety of reasons, such as: government policy,
avoiding supply disruptions and taking advantage of favorable market prices.
The recycling of Highly Enriched Uranium ("HEU") is a unique subset of
secondary sources of supply and is accounted for separately from inventories.
Surplus fissile military materials are converted from HEU into low enriched
uranium ("LEU") suitable for use in nuclear reactors. In February 1993, the
United States and Russia entered into an agreement (the "Russian HEU
Agreement") which provided for the United States to purchase 500 metric tons
of Russian HEU over a 20-year period. In April 1996, the United States
Enrichment Corporation ("USEC") Privatization Act gave Russia the authority to
sell Russian natural uranium derived from the LEU in the United States over
the 20-year period under certain limits.
The USEC Privatization Act provides a framework for the introduction of
Russian uranium into the U.S. commercial uranium market. The agreement was
signed during July 1998 between the Russian government and three Western
companies granting an option to the Western companies to purchase a portion of
the Russian natural uranium derived from the LEU.
URANIUM PRICES
Most of the countries that use nuclear-generated electricity do not have a
sufficient domestic uranium supply to fuel their nuclear power reactors, and
their electric utilities secure a substantial part of their required uranium
supply by entering into medium-term and long-term contracts with foreign
uranium producers. These contracts usually provide for deliveries to begin one
to three years after they are signed and to continue for several years
thereafter. In awarding medium-term and long-term contracts, electric
utilities consider, in addition to the commercial terms offered, the
producer's uranium reserves, record of performance and cost competitiveness,
all of which are important to the producer's ability to fulfill long-term
supply commitments. Under medium-term and long-term contracts, prices are
established by a number of methods, including base prices adjusted by
inflation indices, reference prices (generally spot price indicators but also
long-term reference prices) and annual price negotiations. Many contracts also
contain floor prices, ceiling prices, and other negotiated provisions which
affect the amount paid by the buyer to the seller. Prices under these
contracts are usually confidential.
Electric utilities procure their remaining requirements through spot and
near-term purchases from uranium producers and traders. Traders source their
uranium from organizations holding excess inventory, including utilities,
producers and governments.
The spot market is the market for uranium which may be purchased for delivery
within one year. Over the last ten years, annual spot market demand averaged
roughly 26 million pounds U(3)O(8) with a record high of 42 million pounds
U(3)O(8) in 1995. In 2001, the total volume was 16.7 million pounds U(3)O(8),
which was up marginally from 2000. Historically, spot prices have been more
volatile than long-term contract prices, increasing from $6.00 per pound in 1973
to $43.00 in 1977, then declining from $40.00 in 1980 to a low of $7.25 in
October of 1991. More recently, the record spot demand aided to push prices to
$16.50 in June 1996. Trade restrictions limiting the free flow of uranium from
the former CIS republics into the Western world markets, the Nuexco bankruptcy
under Chapter 11 of the United States Bankruptcy Code and related defaults on
deliveries (see "Bankruptcy of Oren Benton and Nuexco"), and the reluctance of
uranium producers and inventory holders to sell at low spot price levels,
contributed to increases in demand and spot prices between 1995 and 1997. These
factors had a diminishing impact on the uranium market causing prices to
decline. The drop in spot demand in the following four years largely contributed
to a relatively steady drop in prices to $7.40 in September 2000. Prices
remained depressed as a result
19
of weak demand, falling to $7.10 in January 2001, but have risen to $9.30 by
September 2001 and $9.95 by March 2002.
Future uranium prices will depend largely on the amount of incremental supply
made available to the spot market from the remaining excess inventories,
primary production in Russia and other former CIS republics, as well as
supplies from Russian HEU and other Russian stockpiles, from excess United
States HEU and increased production from unutilized capacity of other uranium
producers. Some analysts believe that prices will begin to increase, but the
increase will be gradual and over an extended time period.
COMPETITION
The Company markets uranium to utilities in direct competition with supplies
available from various sources worldwide. The Company competes primarily on
the basis of price. Uranium production is international in scope and is
characterized by a relatively small number of companies operating in only a
few countries. In 2000, four (4) companies, Cameco, Compagnie Generales des
Matieres Nucleaires ("Cogema"), WMC Limited and Energy Resources of Australia
Ltd. ("ERA"), produced over 56% of total world output. Most of Western World
production was from only five countries: Canada, Australia, Namibia, and the
United States. In 2000, Kazakhstan, Russia and Uzbekistan also supplied
significant quantities of uranium annually into Western World markets. The
Canadian uranium industry has in recent years been the leading world supplier,
producing 22 million pounds uranium on average over the past three years, or
about 30% of total world production. The Company's total production is a small
percentage of total Western World production.
THE VANADIUM MARKET
The following is a brief summary of the vanadium market as of March 29, 2002.
As a co-product of the production of uranium from the Colorado Plateau District
ores, the Company has produced and sells vanadium. As of March 29, 2002, the
Company holds an inventory of approximately 424,000 pounds V(2)O(5) blackflake
and approximately 144,000 pounds V(2)O(5) as vanadium pregnant liquor.
Vanadium is an essential alloying element for steels and titanium, and its
chemical compounds are indispensable for many industrial and domestic products
and processes. The principal uses for vanadium are: (i) carbon steels used for
reinforcing bars; (ii) high strength, low alloy steels used in construction
and pipelines; (iii) full alloy steels used in castings; (iv) tool steels used
for high speed tools and wear resistant parts; (v) titanium alloys used for
jet engine parts and air frames; and (vi) various chemicals used as catalysts.
Principal sources of vanadium are (i) titaniferous magnetites found in Russia,
China, Australia and South Africa; (ii) sludges and fly ash from the refining
and burning of U.S., Caribbean and Middle Eastern oils; and (iii) uranium
co-product production from the Colorado Plateau. While produced and sold in a
variety of ways, vanadium production figures and prices are typically reported
in pounds of an intermediate product, vanadium pentoxide, or V(2)O(5). The White
Mesa Mill is capable of producing three products, ammonium metavanadate ("AMV")
and vanadium pregnant liquor ("VPL"), both intermediate products, and vanadium
pentoxide ("flake", "black flake", "tech flake" or "V(2)O(5)"). The majority of
sales are as V(2)O(5), with AMV and VPL produced and sold on a request basis
only.
Vanadium is generally produced as a by- or co-product of other metal
production. In the United States, the most significant source of production
has been as a byproduct of uranium production from ores in the Colorado
Plateau District, accounting for over half of historic U.S. production.
Vanadium in these deposits occurs at an average ratio of six pounds of
vanadium for every pound of uranium, and the financial benefit derived from
the byproduct sales have helped to make the mines in this area profitable in
the past. However, low prices for both uranium and vanadium in recent years
have forced producers in the Colorado Plateau District to place their
facilities on standby.
The market for vanadium has fluctuated greatly over the last 15 years. Over
capacity in the mid-1970s was caused by reduced demand for vanadium during the
recession that plagued the steel industry. By the end of the decade, steel
production had climbed to record levels and prices for V(2)O(5) firmed at around
$2.75 per pound. During the early 1980s, quoted prices were in the range of
$3.00 per pound, but increased exports from China and Australia, coupled with
the continued economic recession of the 1980s drove prices to as low as $1.30
per pound. Prices stabilized in the $2.00 - $2.45 per pound range until
perceived supply problems in 1988 caused by cancellation of
20
contracts by China and rumors of South African production problems resulted in
a price run-up of unprecedented magnitude, culminating in an all time high of
nearly $12.00 per pound in February of 1989. This enticed new producers to
construct additional capacity and oversupply problems again depressed the price
in the early 1990s to $2.00 per pound and below. Late in 1994, a reduction in
supplies from Russia and China, coupled with concerns about the political
climate in South Africa and a stronger steel market caused the price to climb to
$4.50 per pound early in 1995. In the beginning of 1998, prices had climbed to a
nine-year high of $7.00 caused by a supply deficit unable to keep pace with
record demand from steel and aerospace industries. However, during the second
half of 1998, prices began to decline to $5.42 per pound by September 1998 and
$2.56 per pound in December 1998. This was due to sudden decreases in Far East
steel production, along with suppliers from Russia and China selling available
inventories at low prices in order to receive cash. Since that time, prices have
fallen dramatically due in part to the difficult economic conditions being
experienced throughout the Pacific Rim and new sources of supply. Vanadium
prices continued to be in the lower range of their historical values trading
from $1.25 to $1.55 per pound V(2)O(5) throughout the fiscal year, and are
trading in the $1.10 to $1.25 per pound V(2)O(5) range as of March, 2002.
Vanadium supply and demand estimates for the near future show yearly consumption
to increase at a rate of 2 to 3% from its current level of 130 million pounds
V(2)O(5). Worldwide production capacity increased from its current level of 120
million pounds in the year 2000 with the startup of a primary vanadium producer
in Australia. Recent comments in trade journals have indicated that the major
South African producers have augmented their production by the integration of
their ferro-vanadium production. Many experts believe that there will continue
to be some oscillation in the market price over the next 12 to 18 months before
a sustained recovery is expected to be experienced at what such experts believe
may be near the $2.50 to $3.00 per pound range.
Vanadium has been largely producer-priced historically, but during the 1980s,
this came under pressure due to the emergence of new sources. As a result,
merchant or trader activity gained more and more importance. Prices for the
products that are produced by the Company will be based on weekly quotations of
the London Metal Exchange ("LME"). Historically, vanadium production from the
White Mesa Mill has been sold into the world-wide market both through traders,
who take a 2% to 3% commission for their efforts and, to a lesser extent,
through direct contacts with domestic converters and consumers. While priced in
U.S. dollars per pound of V(2)O(5), the product is typically sold by the
container, which contains nominally 40,000 pounds of product packed in 55 gallon
drums, each containing approximately 550 pounds of product. Typical contracts
will call for the delivery of one to two containers per month over a year or two
to a customer with several contracts in place at the same time. Pricing is
usually based on the LME price and may include floor and ceiling price
protection for both the producer and seller. Spot sales are also made based on
the current LME quote.
C. ORGANIZATIONAL STRUCTURE
The Company conducts its business through a number of subsidiaries. A diagram
depicting the organizational structure of the Company and its subsidiaries,
including the name, country of incorporation and proportion of ownership
interest is included as Exhibit 1.1 to this Form 20-F.
All of the Company's U.S. assets are held through the Company's wholly owned
subsidiary International Uranium Holdings Corporation. International Uranium
Holdings Corporation holds its assets through a series of Colorado limited
liability companies: the White Mesa Mill through IUC White Mesa LLC; the
Colorado Plateau mines through IUC Colorado Plateau LLC, IUC Sunday Mine LLC
and IUC Properties LLC; the Arizona Strip properties through IUC Arizona Strip
LLC; and the Bullfrog and other exploration properties through IUC Exploration
LLC. All of the U.S. properties are operated by International Uranium (USA)
Corporation, a wholly owned subsidiary of International Uranium Holdings
Corporation. The Reno Creek property, which the Company sold in fiscal 2001
and the Dewey Burdock property, which the Company dropped in fiscal 2000, had
been held by IUC Reno Creek LLC. That company currently holds no assets of any
significance.
The Company's 70% interest in the Gurvan Saihan Joint Venture in Mongolia is
held through International Uranium Company (Mongolia) Ltd, which is wholly
owned by International Uranium (Bermuda I) Ltd, a wholly owned subsidiary of
the Company.
21
D. PROPERTY, PLANTS AND EQUIPMENT
The following is an overview of the properties held by the Company as of March
29, 2002:
WHITE MESA MILL
OVERVIEW
The White Mesa Mill, a fully permitted uranium mill with a vanadium co-product
recovery circuit, is located in southeastern Utah near the Colorado Plateau
District and the Arizona Strip. The Mill is approximately six (6) miles south
of the city of Blanding, Utah. Access is by state highway.
Construction of the White Mesa Mill started in 1979, and conventionally mined
uranium mineralized material was first processed in May 1980. The Mill cost
$40 million to construct; with inflation, more stringent permitting
requirements, and the lack of suitable sites, the cost of constructing a
facility such as the White Mesa Mill, if possible, would be considerably more
than that amount today. The Mill is in compliance with NRC and EPA standards,
and is a standard design with both uranium and vanadium circuits.
During mining, uranium mineralized material is received at the Mill and
stockpiled. The material is initially fed to an 18-foot diameter SAG Mill,
then stored in slurry form in one of the two pulp storage tanks. The Mill
utilizes a two-stage leach process where overflow solution from the No. 1 CCD
Thickener is combined, in an "acid kill" step, with feed from the pulp storage
tanks. The slurry from this first stage leach is then separated in the
pre-leach thickener, with the solids going to the second stage leach and the
clarified solution going to the solvent extraction circuits. Concentrated
sulfuric acid, steam, and an oxidizer are added in the second stage leach.
This slurry is subsequently fed to the 8-stage CCD Circuit where the underflow
is discharged to tailings. In full operation, the Mill employs approximately
100 people.
CURRENT CONDITION AND OPERATING STATUS
The Mill has been on standby since the completion of the conventional Mill run
in November 1999. During this period of standby the Mill has been receiving
and stockpiling alternate feed materials from the Ashland 1 and Linde FUSRAP
sites, as well as other alternate feed materials. The Company intends to
maintain the Mill on standby status until a sufficient stockpile of alternate
feed material has been accumulated at the Mill to justify an efficient Mill
run, at which time the Mill will re-commence operations. The Mill is
maintained in good operating condition and is capable of commencing a Mill run
at any time without the need for regulatory approvals or any significant
capital expenditures. In addition to receiving and stockpiling alternate feed
materials for future processing, the primary focus of the personnel at the
Mill is to ensure that the operating status of the Mill is maintained, so that
the Mill remains ready for operation at any time.
INVENTORIES
As of March 29, 2002, there were no inventories of U(3)O(8) at the Mill. As of
that date, there were approximately 424,000 pounds of vanadium, as black flake,
and approximately 144,100 pounds of vanadium, as vanadium pregnant liquor,
located at the Mill.
TAILINGS
Synthetic lined cells are used to contain tailings and, in one case, solutions
for evaporation. There is sufficient volume available, as of March 29, 2002,
for approximately another 160,000 tons of tailings solids, after taking into
account materials that are expected to be received under existing contracts.
Thereafter, Cell No. 4A can be utilized after it is relined. Difficulties have
been encountered with damage to the seams in the liner for Cell No. 4A. This
cell contains no tailings at present, and the damage is due to working of the
liner by thermal stress, since it has not been placed in use and has been
exposed to full sunlight for several years. The cell must be relined with a
better quality material before using it to deposit tailings. After Cell No. 4A
is relined, approximately 2,000,000 tons of tailings solids can be disposed of
in Cell No. 4A before an additional cell will be needed.
22
The environmental assessment for the Mill permits that a total of three
forty-acre tailings cells may be added. Each additional tailings cell can
accommodate approximately two million tons of tailings, for a total of 12
years of operation at 2,000 tons per day, 260 operating days a year.
REQUIRED CAPITAL EXPENDITURES
Other than routine maintenance, the only significant capital project
anticipated over the next three years with respect to operations of the White
Mesa Mill is the relining of tailings Cell No. 4A, assuming that the Mill
continues to process materials at a rate similar to the rate of production
over the past three years, at an estimated cost of $1,500,000-$3,000,000. In
addition, if Cell No. 4A is put into use the reclamation obligation for the
Mill would increase by approximately $1,000,000, which would require an
increase in the Mill's reclamation bond by that amount. It is not expected
that these expenditures will be required during fiscal 2002.
RECENT OPERATIONS
Since January of 1995, the Mill has completed several campaigns: the
processing in 1995 and 1996 of approximately 200,000 tons of stockpiled
mineralized material, mainly from the Arizona Strip Mines; the processing in
1996 of an alternate feed source; the processing in 1997 of three alternate
feed sources; in 1998, the Company completed a processing run of
uranium-bearing tantalum residues for a major tantalum producer; and, in 1999
the Company completed the processing of two alternate feed sources and the
majority of its 87,250 ton conventional mill run. Since that time the Mill has
been on standby.
OPERATION AT REDUCED CAPACITY
Design capacity of the Mill is 2,000 tons per day of mined material, which would
yield 6 million pounds U(3)O(8) per year from Arizona Strip ore or 3.5 million
pounds per year of U(3)O(8) and up to 18 million pounds per year of V(2)O(5)
from Colorado Plateau materials. The Mill, at its 2,000 tons per day design
capacity, is oversized for the foreseeable tonnages expected over the next few
years. The larger the capacity, the larger the interval between Mill runs, as
ore must be stockpiled to provide adequate mill feed.
The Company has modified the Mill to a reduced effective capacity of
approximately 1,050 tons of material per day. This will allow the Mill to be
run more frequently and will reduce the amount of time that material is
stockpiled. However, the unit cost of milling materials increases as the
capacity of the Mill is reduced. Certain alternate feeds can be run at a lower
daily capacity, without requiring any significant capital improvements to the
Mill.
The Company's capital expenditures required to reduce the capacity of the Mill
were approximately $100,000, and that amount is approximately the same amount
that would be required to increase capacity at a later date, should that
alternative become economically attractive.
CLOSURE
THE FOLLOWING DISCUSSION OF THE COMPANY'S CURRENT PLANS FOR THE FUTURE
OPERATION OF THE MILL CONSTITUTES FORWARD LOOKING STATEMENTS WITHIN THE
MEANING OF FEDERAL SECURITIES LAWS. SEE "SPECIAL NOTE REGARDING FORWARD
LOOKING STATEMENTS."
In the future, should the Company choose to shut down and close the Mill, it
would be subject to certain closure costs. The estimate of closure costs for
the Mill was revised by the Company after discussion with the NRC. These
estimated closure costs are summarized as follows:
23
WHITE MESA MILL CLOSURE COSTS
CATEGORY
--------
Mill dismantling and decommissioning $1,530,031
Tailings cell #2 Reclamation 1,152,941
Tailings cell #3 Reclamation 1,624,184
Tailings cell #4A Reclamation 127,165
Tailings cell #1 Reclamation 1,308,315
Miscellaneous - management, hygiene, radiation, etc. 1,913,204
---------
Direct Costs 7,655,840
Contractors' Profit 765,584
Contingency 1,148,376
Licensing and bonding 153,117
Long term care fund 642,541
-------
TOTAL ESTIMATED COSTS $10,365,457
===========
On April 16, 2001 the NRC issued amendment No.19 to the Mill license which
increased the surety from $10,064,794 to $10,365,457.
SEQUENTIAL RECLAMATION
As each pond, or cell, is filled with tailings, the water is drawn off and
pumped to the evaporation pond and the sands allowed to dry. As each cell
reaches final capacity, reclamation will begin with the placement of interim
cover over the tailings. Additional cells are excavated into the ground, and
the overburden is used to reclaim previous cells. In this way there is an
ongoing reclamation process.
GROUND WATER DISCHARGE PERMIT
Although the Mill is designed as a facility that does not discharge to
groundwater, the Company is negotiating a Groundwater Discharge Permit with
the State of Utah Department of Environmental Quality, which will give the
State of Utah dual jurisdiction over the protection of groundwater at the Mill
site. The State of Utah requires that every operating uranium mill in the
State of Utah have a State Groundwater Discharge Permit, regardless of whether
or not the facility discharges to groundwater.
SUMMARY OF MINERALIZED MATERIAL DEPOSITS
The following is a summary of the Company's estimates of the uranium and
vanadium contained in mineral deposits on the Company's various properties, as
of March 29, 2002:
Conventional Mines
Project Mineralized Tons %U(3)O(8) %V(2)O(5)
------- ---------------- --------- ---------
Arizona Strip Mines(1),(4)
Arizona(1) 80,000 0.652
Canyon 108,000 0.903
Pinenut 110,000 0.427
--------- -----
Total Arizona Strip 298,000 0.660
Colorado Plateau(2),(4) 1,506,750 0.206 1.208
Bullfrog Project(3),(4) 1,937,000 0.334
--------- -----
(1) The reported mineralized tons for the Arizona Strip mines
include extraction dilution losses (which includes mining
dilution and mining recovery losses).
(2) The reported mineralized tons for the Colorado Plateau mines
include extraction dilution losses (which includes mining
dilution and mining recovery losses).
(3) The reported mineralized tons for the Bullfrog Project do
not include extraction dilution losses.
(4) Processing of uranium bearing material in a uranium/vanadium
recovery mill normally results in recovery of approximately
94% to 98% of the contained uranium and 70% to 80% of the
contained vanadium. Milling Recovery losses are not included
in the foregoing table.
24
In-Situ Leach Projects(5)
Mineralized Tons % U(3)O(8)
Mongolia JV 21,672,000 0.052
(5) Total uranium recovery from ISL projects is normally in the
range of 70% to 75% of the in place mineralization. These
recovery losses are not incorporated in the foregoing
figures for the Registrant's ISL projects.
The Company mined uranium and vanadium-bearing mineralized material from its
Sunday and Rim Mine complexes in the Colorado Plateau District from November
1997 to mid-1999. In mid-June, 1999, the Company elected to suspend mining
operations as a result of continuing weak uranium and vanadium prices and the
expectation that these conditions would not improve for the next few years.
The Company has also written-off the carrying value of its mineral properties
for the same reason. None of the Company's mineral properties should be
considered economically viable at this time; hence none of the above
properties should be considered to contain "reserves" but should be classified
as "mineral deposits."
COLORADO PLATEAU DISTRICT
OVERVIEW
The Uravan mineral belt in the Colorado Plateau (the "Colorado Plateau
District") has a lengthy mining history, with the first shipment of mined
materials made to France in 1898. World War II brought increased attention to
the uranium mineralization in the Uravan area, and by the 1950s this district
was one of the world's foremost producers of both uranium and vanadium.
Production continued more or less uninterrupted until 1984 when low uranium
prices forced the closure of all operations. Production resumed in 1987, but
once again ceased in 1990. Total historical production from the Union Carbide
mines (many of which were later purchased by Energy Fuels, and hence the
Company) in the Uravan area is reported at 47 million pounds of U(3)O(8) and 273
million pounds of vanadium, yielding an overall ratio of V(2)O(5)/U(3)O(8) of
5.79.
EXPLORATION POTENTIAL
The uranium mineralization found in the Colorado Plateau was deposited in
alluvial fans by braided streams. The shape and size of the mineralized lenses
are extremely variable. As a result, exploration and mining have historically
involved conducting exploration to find a lense and then merely following its
erratic path, with little additional surface exploration drilling other than
development drilling in the course of following the lense. This is unlike
other types of mining where mineralization is almost completely delineated by
surface explorative drilling prior to mining.
The unusual nature of these deposits has therefore traditionally resulted in a
limited amount of resources being dedicated to delineate reserves prior to
mining. Traditionally, there will be some reserves that have been delineated
at the beginning of each year, uranium will be mined during the year and
approximately the same amount of reserves will remain delineated at the end of
the year. This pattern has persisted since the 1940s.
Based on this history of production from the Colorado Plateau, the Company
believes, that if commodity prices improve, the potential to continue this
pattern of production exists and that additional mineral deposits will be
delineated each year that mining continues.
Presently mineral deposits estimated to contain approximately 1,506,750 tons
with an average grade of 0.206% U(3)O(8) and 1.208% V(2)O(5) have been
identified by the Company in its Colorado Plateau properties. These estimates
take into account extraction dilution losses, but do not include milling
recovery losses, which are estimated to be 2% to 6% for uranium and 20% to 30%
for vanadium.
25
GEOLOGY
The Company's properties in this geographic area are typical uranium-vanadium
deposits of the Colorado Plateau type located in the southern end of the
Uravan mineral belt. The rocks of the Colorado Plateau are predominately
sedimentary ranging in age from Precambrian to Tertiary and, although uranium
mineralization occurs in sediments of different ages, the most important
deposits of the Uravan belt occur in the Salt Wash Member of the Jurassic
Morrison Formation.
The Salt Wash Member consists of light gray to light brown sandstones
interbedded with red-green siltstones and mudstones. The sandstones, which are
generally fine-grained and well to moderately sorted, are considered to have
been deposited as alluvial fans by braided streams. The mineralization occurs
in the lenticular sandstone deposits as tabular, elongate bodies generally
parallel to the bedding following the palaeo-channels. All of the large
deposits within the Morrison Formation are in the upper sandstone lens of the
Salt Wash Member, commonly known as the third rim. Fine-grained uraninite is
the dominant uranium mineral accompanied by lesser amounts of coffinite. The
chief vanadium mineral is montrosite. In the oxidized parts of the deposits
the distinctive yellow colored uranyl-vanadate mineral, carnotite, is common.
Individual deposits are small, varying in length from a few hundred to several
thousand feet and in width from a hundred to a thousand feet. Thickness varies
from a few inches to several tens of feet, but generally average between two
to five feet. Mines often contain several such mineralized deposits. The host
sediments are generally flat lying to low dipping with little structural
deformation.
OPERATIONS
The Company's principal mining complexes in the Colorado Plateau District
consist of the Deer Creek, Monogram, Thunderbolt, Sunday, and East Canyon
(Rim) zones. The bulk of the mineral deposits in the Colorado Plateau District
are contained in three areas: the Sunday Mine Complex; the Deer Creek complex,
which includes the La Sal and Pandora mines; and, the East Canyon Area, which
includes the Rim Mine. All of these areas have developed, permitted mines that
have been shut down, pending a significant improvement in commodity prices.
The location of these mines is indicated on the following figure:
26
[MAP]
The Company commenced conventional mining operations at its Sunday Mine Complex
in November 1997 and at its Rim Mine in January 1998 after completion of mine
development activities. The Company continued the mining of uranium and vanadium
bearing materials from these mines until mid-1999. During this mining campaign a
total of approximately 81,500 tons of mineralized material with a U(3)O(8) grade
of 0.28% and a V(2)O(5) grade of 1.9% was mined from these mines. This
mineralized material together with approximately 5,750 tons of mineralized
material from independent mines was milled at the White Mesa Mill during the
period June 1999 to November 1999, to recover approximately 487,000 pounds of
U(3)O(8) and 2.0 million pounds of V(2)O(5). At that time, the Company elected
to suspend operations at these mines as a result of continued weak uranium and
vanadium prices and the expectation that these conditions would not improve for
the next several years. The shutdown of the mines took several months to
complete, and the process of shutting the mines down was completed in November
1999. The mines continue to remain in a shutdown status pending a significant
improvement in commodity prices.
Due to the shutdown of mining operations on the Colorado Plateau, the Company
closed its field office in Dove Creek Colorado during the period July to
November 1999.
27
ARIZONA STRIP
OVERVIEW
The Arizona Strip is an area bounded on the north by the Arizona/Utah state
line; on the east by the Colorado River and Marble Canyon; on the West by the
Grand Wash cliffs; and on the south by a mid-point between the city of
Flagstaff and the Grand Canyon. The area encompasses approximately 13,000
square miles. The Arizona Strip is separate and distinct from the Colorado
Plateau District. The two mining districts are located approximately 200 air
miles (310 road miles) apart and have been historically administered as two
separate mining camps.
The Company owns a number of permitted mines, partially developed properties,
known deposits and well developed prospects in the Arizona Strip, all of which
have been shut down pending a significant improvement in commodity prices.
Since 1980, when mine development first began at Hack Canyon II, the Arizona
Strip has produced in excess of 19 million pounds of uranium, from seven
mines, each of which was owned and operated by Energy Fuels. Of these mines,
Hack Canyon I, II, and III, Pigeon and Hermit are mined out and have been
reclaimed; Pinenut, Kanab North, Canyon and Arizona 1 have remaining mineral
deposits but have been placed on shut down status pending a significant
improvement in commodity prices. Mineral from the Arizona Strip mines can be
hauled by truck from the mine sites to the White Mesa Mill. The Arizona 1 Mine
is 307 road miles, and the Canyon Mine is 316 road miles from the Mill.
Due to the shutdown of mining activities and the Company's initiatives to
reduce the holding costs of its U.S. mineral properties, the Company sold its
field office in Fredonia Arizona, effective March 31, 2000.
MINE DEVELOPMENT
The mineral deposits occur in collapsed breccia pipes and range from 1,000 to
1,800 feet below surface with a vertical extent of up to 600 feet thick. Each
of the mines in the Arizona Strip consists of one breccia pipe. The pipes
typically are 200 to 400 feet in diameter. Within this envelope the mineral
deposits can be at times massive but often are irregular and discontinuous.
A 1,000 to 1,600 foot deep shaft is generally required to access the deposits.
In the case of the Hack Canyon I, II, and III mines, access was obtained
through declines driven from nearby canyons.
BACKGROUND GEOLOGY
Breccia pipes are collapse features created by cavern dissolution in the
Redwall Limestone, some 3,000 feet below present day surface. Overlying
sediments fracture as the cavern size increases and ultimately collapse
forming a pipe-like structure, which is filled with the rubble of the
sediments. Uranium mineralization occurs in this brecciated rock, forming
deposits 200 to 400 feet in diameter, some 600 feet thick at depths up to
1,800 feet.
Uranium mineralization is hosted by the breccia in a sand, silt, and clay
matrix. The principal uranium mineral, pitchblende, occurs primarily in the
matrix, filling voids between sand grains and replacing rock fragments. Pyrite
is the principal gangue mineral. Calcite and gypsum are common cementing
minerals. Copper, lead and zinc minerals may also be present.
Nearly always, the pipe is haloed by alteration or a zone of bleaching
resulting from the partial removal of red iron minerals from formations
surrounding the pipe. "Ring fractures" are often seen at the pipe margins.
These fractures may also be an important host for associated mineralization
and reserves.
DESCRIPTION
The Arizona Strip properties consist of several developed and partially
developed mines and exploration properties, including the Arizona 1, Canyon,
Pinenut and Kanab North mines, all of which have been shut down pending a
significant improvement in commodity prices. The Arizona Strip properties are
estimated to contain in total approximately 298,000 tons with an estimated
average grade of approximately 0.66% U(3)O(8). These estimates take into account
extraction dilution losses, but do not include milling recovery losses which are
estimated to be 2% to 6% for uranium. The location of these mines is indicated
on the following figure:
28
[MAP]
EXPLORATION POTENTIAL
Since 1980, Energy Fuels developed nine mine projects, from which seven mines
produced a total of 19 million pounds of uranium, or approximately 2.7 million
pounds of uranium per mine.
Energy Fuels conducted an extensive exploration program in the Arizona Strip.
Since 1980, Energy Fuels identified in excess of 1,300 breccia pipe targets.
Of these, Energy Fuels drilled at least one hole on 140 breccia pipe targets,
of which 62 were verified to be breccia pipes, and identified mineralization
in 42 of these. The Company acquired the most prospective of the breccia pipes
discovered by Energy Fuels; select known breccia pipes with identified
mineralization are still held by the Company.
29
OTHER U.S. MINERAL PROPERTIES
In addition to the mineral properties on the Colorado Plateau and the Arizona
Strip, the Company also acquired from Energy Fuels the Bullfrog, Reno Creek
and Dewey Burdock properties located in the United States.
BULLFROG PROPERTY
The Bullfrog property is located in eastern Garfield County, Utah, 20 miles
north of Bullfrog Basin Marina on Lake Powell, about 40 air miles south of
Hanksville, Utah, and 150 miles from the White Mesa Mill.
More than 2,200 rotary drill holes have been completed on the Bullfrog
property. There are no surface or underground workings or infrastructure on
the property. The location of the Bullfrog property is indicated on the figure
under the heading "Colorado Plateau District - Operations."
In 1993, Energy Fuels personnel calculated an in-place mineral deposit of
1,937,000 tons at a grade of 0.334% U(3)O(8). A higher grade portion of the
deposit was estimated by Energy Fuels to contain 1,300,000 tons at a grade of
0.417% U(3)O(8). These estimates do not take into account extraction dilution
losses or milling recovery losses.
RENO CREEK PROPERTY
The Reno Creek Property is a potential uranium in situ leach ("ISL") mine
project located in the Powder River Basin of northeastern Wyoming, 47 miles
south of Gillette. Access to the property is by state highway, which cuts
through the property. The location of the Reno Creek Property is indicated on
the following figure:
30
[MAP]
Uranium at Reno Creek occurs in mineral sands at depths from 300 to 420 feet
below surface. The roll fronts in the area are typically low grade (average less
than 0.15% U(3)O(8) and thick (average up to 17 feet). About 4,000 drill holes
are completed and logged on the property. In the 1980s, a field pilot plant was
operated on the property. The pilot plant demonstrated that an ISL process could
mine uranium and that the ground water can be restored after mining.
Due to the weak uranium market, the Company suspended all licensing work on its
Reno Creek property, and portions of the Reno Creek property were dropped in
fiscal 1999. As of January 31, 2001, the Company estimated remaining mineral
deposits to contain approximately 4.3 million tons of mineralized material at an
average grade of 0.075% U(3)O(8). Total uranium recovery would normally be
expected to be in the range of 70% to 75% of this in place mineralization. These
recovery losses are not incorporated into these figures. The Company sold this
property to a third party in fiscal 2001, in consideration of the party assuming
the reclamation liabilities associated with the property and removing the
Company from its current and future obligations with respect to the properties.
The Company no longer has an interest in this property.
31
MONGOLIA PROPERTY
OVERVIEW AND PROJECT STATUS
The Company owns a 70% interest and is the managing partner in the
Gurvan-Saihan Joint Venture, which holds five concession blocks that, as of
March 29, 2002, cover a total of 12,100 square kilometers in central eastern
Mongolia. The other participants in the Joint Venture are the Mongolian
government and a Russian geological concern, each as to 15 percent.
Since the Joint Venture's inception in 1994, it has invested over $10 million in
exploration on its concessions, and has discovered mineral deposits containing
approximately 21.67 million tons of mineralized material at an average grade of
approximately 0.052% U(3)O(8) amenable to the in situ leach method of mining.
Due to the depressed uranium market and current market forecasts, the Company
shut down the Joint Venture's field operations during fiscal 2000. The project
office in Ulaanbaatar was also downsized significantly during the year, but
will be maintained. Reclamation and remediation costs for these activities,
which are the responsibility of the Joint Venture, were not significant and
were funded through the sale of surplus Joint Venture equipment and assets.
The Company intends to maintain the project on a shutdown status until market
conditions warrant additional investment or the Company locates an additional
Joint Venture participant. Due to the favorable and unique Mineral Agreement
between the Joint Venture and the Mongolian government, the Joint Venture is
able to hold its land position at minimal cost.
PERMITTING
As discussed above, due to deteriorating commodity prices and other factors,
the Company has shut down all of its mines. The Company intends to keep those
properties on a shut down status indefinitely, pending a significant
improvement in commodity markets, or possibly the sale or joint venture of all
or a portion of such properties to or with other parties.
The permitting status of the various mines is set out below.
SUNDAY MINE COMPLEX
The Sunday Mine Complex is fully permitted for its mining activities. Recent
changes in the laws of Colorado could give rise to additional future
permitting requirements.
In recent years, the State of Colorado passed a law that provides that the
Colorado Division of Minerals and Geology ("DMG") can determine that a mine is
a Designated Mining Operation (a "DMO") if it is a mining operation at which
"toxic or acidic chemicals used in extractive metallurgical processing are
present on site or acid- or toxic-forming materials will be exposed or
disturbed as a result of mining operations." If a mine is determined to be a
DMO, the most significant result is the requirement that it submit an
Environmental Protection Plan (an "EPP"). The EPP must identify the methods
the operator will utilize for the protection of human health, wildlife,
property and the environment from the potential toxic- or acid-forming
material or acid mine drainage associated with the operations. The EPP must be
submitted to the DMG for review, and after a public hearing, a decision must
be made within 120 days of the submission of a complete application, unless
the application is considered to be complicated, which would extend the
deadline to 180 days.
In 1995, DMG notified Energy Fuels that it believed the Sunday Mine Complex
was a DMO, because of the potential that storm water could come in contact
with the low grade waste rock on site. Energy Fuels disputed this assertion.
Testing was performed on the waste rock. In November 1996, the DMG advised
Energy Fuels that the test results of the average uranium content of the waste
dumps at the mine sites satisfied the DMG that the Sunday Mine Complex is not
a DMO. However, the DMG also advised that its determination could change if
site conditions or circumstances change. As of March 29, 2002, the Company has
not been notified of any additional permitting requirements relating to its
mining activities at the Sunday Mine Complex.
OTHER COLORADO PLATEAU MINES
The Rim, Van 4 and certain other Colorado Plateau mines are also permitted for
mining.
32
ARIZONA STRIP MINES
The Canyon Mine is the first mine to be permitted in the portion of the
Arizona Strip that is south of the Grand Canyon. The Canyon Mine is located on
federal lands administered by the United States Forest Service and is near the
southern rim of the Grand Canyon. The plan of operations submitted by Energy
Fuels in 1984 for development and operation of the mine generated significant
public comment resulting in the preparation of an environmental impact
statement by the United States Forest Service. The United States Forest
Service for the State of Arizona approved the plan set forth by Energy Fuels
and issued all necessary federal and state permits and approvals. The
Havasupai Indian Tribe and others filed appeals. The United States Forest
Service for the State of Arizona and Energy Fuels prevailed on all appeals.
During the permitting process, Energy Fuels constructed all the necessary
service facilities at the mine site. Energy Fuels agreed with the United
States Forest Service not to implement underground development during the
environmental impact statement process. Energy Fuels did not resume
underground development at the mine site after the appeals were decided due to
the decrease in uranium prices at that time.
In 1992, the State of Arizona updated its laws relating to groundwater issues,
requiring that an Aquifer Protection Permit be obtained. It is not expected
that there will be any problems of any significance in obtaining this permit,
and the Company is currently working to obtain the Aquifer Protection permit
for the Canyon Mine.
As with the Canyon Mine, the Pinenut and Kanab North mines require that an
Aquifer Protection Permit be obtained. Work is currently in progress to obtain
these Aquifer Protection Permits. The Arizona 1 Mine currently has an aquifer
protection permit and is fully permitted for mining.
RECLAMATION
The Company is responsible for the environmental and reclamation obligations
relating to all of its existing mines and assets, as well as for all
reclamation and environmental obligations associated with all mined out,
inactive, reclaimed or partially reclaimed mines and properties acquired from
Energy Fuels.
The total amount of the estimated reclamation liability is approximately
$12.35 million with restricted cash and marketable securities of approximately
$10.5 million securing the liability, as of September 30, 2001. All of the
Company's mines and the White Mesa Mill were permitted through either state or
federal authorities. As a part of the permit requirements, reclamation and
decommissioning bonds are in place to cover the estimated cost of final
project closures. The major cost is for closure of the White Mesa Mill and
tailings cells which is estimated at approximately $10.4 million. The Company
has posted a reclamation bond to the NRC for this amount.
Although the Company's financial statements contain as a liability the
Company's current estimate of the cost of performing these reclamation
obligations, and the bonding requirements are generally periodically reviewed
by applicable regulatory authorities, there can be no assurance or guarantee
that the ultimate cost of such reclamation obligations will not exceed the
estimated liability contained on the Company's financial statements.
In addition, effective January 20, 2001, the BLM implemented new Surface
Management (3809) Regulations pertaining to mining operations conducted on
mining claims on public lands. The new Regulations impose significant
requirements on permitting of operations and on plans for reclamation and
closure of mining operations on public lands. The new Regulations were
challenged by industry and a revised final rule was issued on December 31,
2001. The new 3809 regulations impose additional requirements on permitting of
mines on federal lands and may have some impact on the closure and reclamation
requirements for Company mines on public lands. However, the final rule
deleted many of the onerous conditions that were included in the initial
version of the new regulations. The Secretary of the Interior noted that many
of the revisions that were made in the final rule were dictated by limitations
and enforceability restrictions under the current law.
Final closure and reclamation plans will continue to be developed by the state
regulatory authorities and the BLM in those states where the Company has
permitted mines. Although the ultimate impact on reclamation bonds held by the
Company is yet to be determined, substantial increases in final reclamation
requirements, and hence the associated reclamation bonds posted by the
Company, are not expected beyond the normal bond increases required due to
escalation.
33
SWISS ROYALTY INTEREST
Two Swiss Utilities acquired a 40% limited partnership interest in almost all
of Energy Fuels' properties in the United States. This limited partnership
interest did not apply to the Mongolia Property.
In 1995, after commencement of the bankruptcy proceedings against Energy
Fuels, the Swiss Utilities agreed to fund the milling of approximately 200,000
tons of stockpiled mineralized material, the proceeds of which were used to
repay this funding provided by the Swiss Utilities, and to provide working
capital to the bankrupt estates. As part of this financing and mill run,
Energy Fuels and the Swiss Utilities agreed to convert the Swiss Utilities'
40% limited partnership interest in the United States properties into a
royalty (the "Swiss Royalty") of 9% of all uranium and 5% of all vanadium and
all other minerals produced from the United States properties owned by Energy
Fuels at the time that the royalty was granted. The Swiss Royalty was
applicable to all production from the Colorado Plateau District properties and
Arizona Strip properties acquired on the Acquisition, as well as the Reno
Creek Property, most of the Dewey Burdock Property and the Bull Frog Property.
The Swiss Royalty Interest did not apply to the Mongolia Property, nor to any
tolled mineralized materials, or purchased mineralized materials from third
parties, or Alternate Feeds processed in the White Mesa Mill, nor to any
properties acquired by Energy Fuels after the date that the Swiss Royalty
Interest was granted.
Subsequent to the Acquisition, the Company amended the Swiss Royalty amount to
4.5% of all uranium and 2.5% of vanadium for the period from January 1, 1998
to December 31, 2000. In consideration of that amendment, the Company made
advance royalty payments of $250,000 per year, which were fully recoupable
annually against any royalties for the applicable calendar year. Subsequent to
December 31, 2000, the royalty was to revert to its original terms.
In June 2000, the Swiss Royalty was terminated and cancelled in consideration
of a payment by the Company of a total amount of $175,000 to the Swiss
Utilities.
OTHER ASSETS OF COMPANY
ADMINISTRATIVE OFFICES
The Company has a head office in Denver, Colorado, as well as field offices in
Blanding, Utah, and Ulaanbaatar, Mongolia.
EQUIPMENT
The Company acquired extensive mining equipment from Energy Fuels. Given the
Company's decision to suspend all U.S. mining operations, the Company is
currently in the process of selling its mining equipment.
SALES CONTRACTS
In order to maintain a strong cash position and to protect against any further
decline in the spot uranium price, the Company sold its remaining long-term
contracts and uranium inventory.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of the financial condition and results of operations
of the Company for the fiscal years ending September 30, 2001, 2000, and 1999,
should be read in conjunction with the consolidated financial statements of
the Company and related notes therein. THIS DISCUSSION CONTAINS FORWARD
LOOKING STATEMENTS - SEE "SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS."
The Company's consolidated financial statements are prepared in accordance
with Canadian generally accepted accounting principles. Please refer to Note
16 of the Consolidated Financial Statements for a discussion of the
differences between Canadian and United States accounting principles and
practices that affect the Company.
34
A. FISCAL 2001 VERSUS FISCAL 2000
RESULTS OF OPERATIONS
IUC recorded a net loss of $2,822,876 ($0.04 per share) for the year ended
September 30, 2001, compared with a net loss of $15,244,651 ($0.23 per share)
for 2000. Results for 2001 included a non-cash charge of $300,663 for expenses
associated with an increase in Mill reclamation obligations and an increase to
the carrying value of the other asset of $760,000 to reflect current uranium
prices. For 2000, results included non-cash charges of $11,986,663 for asset
write-downs, $1,308,875 for a net decrease to the carrying value of the other
asset and the offsetting deferred credit to reflect then current uranium prices
and a non-cash gain of $1,073,205 from a decrease in reclamation obligations.
The other asset and the offsetting deferred credit represent a put option
entered into in fiscal 1999, which grants a third party the option to put up to
400,000 pounds of U(3)O(8) back to the Company at a price of $10.55 per pound,
at any one time during the period of October 1, 2001 to March 31, 2003.
As a result of a review and evaluation of its U.S. mining properties, the
Company completed the sale of its Reno Creek in-situ project, a uranium
deposit located in the Powder River Basin of Wyoming. The buyer assumed the
reclamation liabilities and the Company was removed from all future
obligations with respect to the property. This transaction resulted in a
$143,000 reduction in reclamation liabilities. No other properties were sold
during fiscal 2001, and no severance or other obligations were outstanding at
year-end. Proceeds from the sale of surplus mining equipment were $41,907 for
fiscal 2001, resulting in a loss of $143,929.
Revenues for fiscal 2001 of $809,763 consisted primarily of process milling fees
generated under the Company's three alternate feed processing agreements.
Revenues for fiscal 2001 decreased $15,250,409 or 95% as compared to fiscal
2000. The decrease was due primarily to the Company's decision to sell in fiscal
2000 all of its uranium inventory and long-term uranium sales contracts. As a
result of this decision, there were no uranium revenues in fiscal 2001. Due to
the continued weak markets for vanadium, the Company elected not to sell the
majority of its vanadium inventory. The Company continues to hold approximately
424,000 pounds of vanadium, as black flake, that it intends to sell as vanadium
prices strengthen, and approximately 144,000 pounds of vanadium, as vanadium
pregnant liquor. Vanadium prices continue to be in the lower range of their
historical values, trading from $1.25 to $1.55 per pound V(2)O(5) throughout the
fiscal year, and trading in the $1.10 to $1.25 per pound V(2)O(5) range as of
March 2002.
Process milling fees for fiscal 2001 of $762,230 decreased $72,254 or 9% as
compared to process milling fees of $834,484 for fiscal 2000. Alternate feed
processing activities in fiscal 2001 have consisted primarily of the receipt,
sampling and analysis of the Ashland 1, Linde and Heritage materials.
Approximately 88,900 tons of material was received during the fiscal year
bringing the total received to over 214,200 tons from the Ashland 1, Linde and
Heritage sites. The Company receives a recycling fee for a majority of the
alternate feed materials once they are delivered to the Mill. A portion of the
fees, equal to the costs that are incurred receiving materials, is recognized
as revenue, while the remaining recycling fees are recorded as deferred
revenue until the material is processed. In addition to the recycling fees,
the Company will retain the uranium recovered from these materials.
Cost of products sold for fiscal 2001 were $22,108 as compared to $12,643,509
in fiscal 2000, a decrease of $12,621,401. The decrease was due to the lower
volumes of uranium and vanadium sold. During fiscal 2001, the Company sold no
uranium and 22,108 pounds of vanadium as compared to 1,165,652 pounds of
uranium and 1,287,553 pounds of vanadium during fiscal 2000.
Process milling expenditures for fiscal 2001 of $766,961, which represent the
costs incurred receiving alternate feed materials, increased $277,183 or 57%
as compared to process milling expenditures of $489,778 for fiscal 2000.
During fiscal 2001 and fiscal 2000, the Company did not process any alternate
feed materials. The Company is currently building a sufficient stockpile of
material to allow for a longer, more efficient, processing campaign.
Processing of the Ashland 1, Linde and Heritage material is currently
scheduled to begin during the third quarter of fiscal 2002.
In addition to FUSRAP (Formerly Utilized Sites Remedial Action Program)
materials, the Company continues to receive deliveries of alternate feeds from
another uranium producer under a long-term arrangement. While the Company will
not receive a processing fee for this particular alternate feed it will
produce uranium from these materials, which will then be sold. These materials
will not be processed until the price of uranium strengthens above current
levels. As of September 30, 2001, there were approximately 3,900 tons of these
materials at the Mill.
35
Materials received from other uranium producers or private industry sources
tend to be relatively high in uranium content but relatively small in volume
as compared to FUSRAP materials.
As of April 1, 2001, the State of Utah enacted the Radioactive Waste Tax Act,
which imposes a $0.10 per cubic foot, or approximately $1.50 - $2.00 per ton
tax on alternate feed material received at the Mill. The Act imposes similar
taxes on commercial radioactive waste disposal facilities in Utah. The
Radioactive Waste Tax is to be paid by the generator of the material and
applies to contracts entered into on or after April 30, 2001.
Mill stand-by expenses consist primarily of payroll and related expenses for
personnel, parts and supplies, contract services and other overhead
expenditures required to maintain the Mill on stand-by status until a
sufficient stockpile of alternate feed material has been accumulated to
justify an efficient mill run. The Mill has been on stand-by since the second
quarter of fiscal 2000, when the conventional ore mill run was completed. The
Mill is maintained in good operating condition and is capable of commencing a
mill run at any time, without the need for regulatory approvals or any
significant capital expenditures. Mill stand-by expenditures were $2,675,090
for fiscal 2001 as compared to $2,144,984 for fiscal 2000. The increase of
$530,106 or 25% was due to twelve months of stand-by in fiscal 2001 versus
nine months in fiscal 2000. The increase in costs due to the longer duration
of stand-by was partially offset by the results of significant staff
reductions at the Mill in the second quarter of fiscal 2000.
Selling, general and administrative expenses consist primarily of payroll and
related expenses for personnel, legal, contract services and other overhead
expenditures. Selling, general and administrative expenses for fiscal 2001
were $2,222,478 as compared to $4,044,761 for fiscal 2000, a decrease of
$1,822,283 or 45%. The decrease related primarily to the Company's decision at
the end of the second quarter of fiscal 2000 to significantly reduce overhead
costs and focus its efforts and resources on the development of the alternate
feed/uranium-bearing waste recycling business. The reduction in overhead costs
was accomplished through reductions in corporate staff and other overhead
expenditures required to conduct the finance, information systems, and
administrative functions of the Company, as well as dropping nonessential
property holdings and eliminating mining staff, to minimize holding costs for
its mining properties.
Net interest and other income for fiscal 2001 was $1,558,194 as compared to
$714,162 for fiscal 2000. The increase of $844,032 is primarily the result of
improved interest income from the higher cash balances available for
investment, as well as a decrease in interest expense incurred on the
Company's working capital line of credit with Wells Fargo Bank, NA. In January
2001, as a result of its strong cash position, the Company elected to cancel
its $5,000,000 working capital loan agreement with Wells Fargo Bank, NA.
B. FISCAL 2000 VERSUS FISCAL 1999
RESULTS OF OPERATIONS
IUC recorded a net loss of $15,244,651 ($0.23 per share) compared with a net
loss of $17,097,677 ($0.26 per share) in 1999. Results for 2000 included
inventory and other asset write-downs of $2,335,290, a write-down of Mongolia
mineral properties of $10,963,248, a net loss of $4,675 on the sale of land
and surplus mining equipment, and a net gain of $1,073,206 resulting from a
decrease in Mill reclamation obligations. In 1999, the net loss included a
$168,141 gain on the sale of surplus mining equipment, a net loss of
$7,709,170 for inventory write-downs, $7,039,958 for the write-off of U.S.
mineral properties and $541,641 for the write-off of goodwill. Excluding these
items, IUC lost $3,014,644 ($0.05 per share) in 2000 and $1,975,049 ($0.03 per
share) in 1999.
Changes in the market price of uranium and vanadium significantly affected IUC's
profitability and cash flow. The spot market value of uranium continued to fall
throughout the fiscal year. At the end of the fiscal year, the spot market price
was $7.40 per pound U(3)O(8) compared to $9.75 per pound U(3)O(8) at the
beginning of the year. IUC's realized uranium prices of $11 and $13 per pound
U(3)O(8) in 2000 and 1999, respectively, tracked the declining spot market for
uranium. In order to maintain a strong cash position and to protect against any
further decline in the spot uranium price, the Company sold its remaining
long-term contracts and uranium inventory.
The spot market for vanadium rose from a low of $1.29 per pound V(2)O(5) in
December 1999 to above $2.25 per pound V(2)O(5) for the period from March to May
2000. By fiscal year end the vanadium price was back to $1.70 per pound
V(2)O(5). The Company was able to sell a significant portion of its inventory
during the period of higher prices. IUC's realized price per pound V(2)O(5) was
$1.88 during fiscal 2000.
36
Due to the depressed uranium market and current market forecasts, the Company
shut down the field operations at the Gurvan-Saihan Joint Venture, the Company's
uranium development and exploration project in Mongolia, during fiscal 2000. The
project office in Ulaanbaatar has been downsized significantly during the year,
but will be maintained. The Company intends to maintain the project in a standby
mode until market conditions warrant additional investment or the Company
locates a Joint Venture participant.
Also, due to depressed commodity prices, the Company's Arizona strip field
office, located in Fredonia Arizona, was shut down effective March 31, 2000.
All labor, including severence, and disbursements incurred during fiscal 2000
in the process of shutting down the Fredonia office were expensed as Selling,
General and Administrative as incurred. There were no shut down or reclamation
obligations associated with the shut down of the Fredonia office; therefore,
no additional costs were required to be accrued at fiscal year end. Also, in
February 2000 the Company commenced actively seeking potential purchasers for
its U.S. mining properties and taking other steps, such as dropping
nonessential property holdings and reducing mining staff, to minimize its
holding costs for mining properties. No other properties were sold during
fiscal 2000 and no severance obligations were outstanding at year end. Sales
of mining equipment began in June 1999 and continued through October 2000.
Proceeds from the sale of surplus mining equipment were $627,211 for fiscal
2000, resulting in a loss of $4,675. As the expected net realizable value of
the Company's mining equipment at the end of fiscal 2000 was equal to or
greater than its book value, no change in classification of mining equipment
was made as a result of the decision to sell the equipment.
Revenues for fiscal 2000 and 1999 of $16,060,172 and $14,046,832,
respectively, consisted of uranium sales, vanadium sales and process milling
fees. Revenues for fiscal 2000 increased $2,013,340 or 14% as compared to
fiscal 1999. Uranium sales for fiscal 2000 were $12,810,100 as compared to
$9,611,450 in fiscal 1999, an increase of $3,198,650 or 33%. The increase was
due primarily to the Company's decision to sell all of its remaining
long-term contracts and uranium inventory. Vanadium sales for fiscal 2000 were
$2,415,588 as compared to $146,867 in fiscal 1999, an increase of $2,268,721.
The increase was due primarily to the Company's decision to sell in fiscal
1999 only a very small quantity of the vanadium it produced that year.
Process milling fees for fiscal 2000 of $834,484 decreased $3,454,031 or 81%
as compared to process milling fees of $4,288,515 for fiscal 1999. Alternate
feed processing activities in fiscal 2000 have consisted primarily of the
receipt, sampling and analysis of the Ashland 1 material. Approximately
123,500 tons have been received from the Ashland 1 site. In addition, the
Company was awarded its third FUSRAP contract for the processing and disposal
of approximately 75,000 tons of uranium-bearing material from the Linde site
in Tonawanda, New York. This material began arriving at the Mill during
September 2000. The Company receives a recycling fee as these materials are
delivered, which is recorded as deferred revenue until the material is
processed. In addition to the recycling fees, the Company will retain the
uranium recovered from these materials.
Cost of products sold for fiscal 2000 were $12,643,509, an increase of
$4,255,642 or 51% as compared to fiscal 1999. The increase was due primarily
to the higher volumes of uranium and vanadium delivered. During fiscal 2000,
the Company delivered 1,165,652 pounds of uranium to three customers and
1,287,553 pounds of vanadium to five customers as compared to 720,000 pounds
of uranium and 69,937 pounds of vanadium during fiscal 1999.
Process milling expenditures for fiscal 2000 of $489,778 decreased $2,012,376
or 80% as compared to process milling expenditures of $2,502,154 for fiscal
1999. During fiscal 2000, the Company did not process any materials, as
compared with two alternate feed and the conventional ore processing runs in
1999. The Company is currently building a sufficient stockpile of material to
allow for a longer, more efficient, processing campaign.
In addition to FUSRAP materials, the Company continues to receive deliveries
of alternate feeds from a nuclear fuel cycle operator under a long-term
arrangement. While the Company will not receive a processing fee for this
particular alternate feed, it will produce uranium from these materials, which
will then be sold in later periods.
Mill standby expenses consist primarily of payroll and related expenses for
personnel, parts and supplies, contract services and other overhead
expenditures required to receive alternate feed material and maintain the Mill
in a standby mode. During the first quarter of fiscal 2000, the conventional
mill run that began in fiscal 1999 was completed. The Mill produced
approximately 158,000 pounds of uranium and 1,100,000 pounds of vanadium
during this period. The Mill was on standby for the remainder of the year.
Mill standby expenditures were $2,144,984 or 13% of revenues for fiscal 2000
as compared to $1,059,794 or 8% of fiscal 1999 revenues. The increase of
$1,085,190 was due to nine months of standby versus three months in fiscal
1999. The increase in costs due to the longer duration of the standby was
partially offset by significant staff reductions at the Mill.
37
Selling, general and administrative expenses consist primarily of payroll and
related expenses for personnel, legal, contract services and other overhead
expenditures. Selling, general and administrative expenses were $4,044,761 or
25% of revenues for fiscal 2000 compared to $4,445,190 or 32% of fiscal 1999
revenues. The decrease of $400,429 related primarily to the Company's decision
at the end of the second fiscal quarter to significantly reduce overhead costs,
and focus its efforts and resources on the development of the alternate
feed/uranium-bearing waste recycling business. It is expected that these reduced
levels of overhead expenditures will continue to decline through fiscal 2001 as
the Company continues to pursue other alternate feed projects and evaluates
other potential opportunities.
In fiscal 2000, due to the continued depressed price of uranium and vanadium,
the Company reduced the carrying value of its finished goods inventories by
$1,026,415. These same low commodity prices, combined with low expectations of
any appreciable price recovery in the near term, resulted in the Company
reducing the carrying value of its investment in the Gurvan-Saihan Joint Venture
by $10,963,248. The write-down differs under U.S. GAAP because, under U.S. GAAP,
exploration costs are expensed as incurred whereas, under Canadian GAAP,
exploration costs were deferred until the project was written-off. In addition,
the Company adjusted the carrying value of the Other Asset and the offsetting
Deferred Credit by a net $1,308,875 to reflect the Company's perception of
future market prices. The Other Asset and Deferred Credit represent a put option
entered into in fiscal 1999, which grants a third party the option to put up to
400,000 pounds of U(3)O(8) back to the Company at a price of $10.55 per pound,
at any one time during the period of October 1, 2001 to March 1, 2003.
C. CAPITAL RESOURCES AND LIQUIDITY
The Company's financial condition remains strong. At September 30, 2001, the
Company had cash and short-term investments of $14,052,552 and working capital
of $5,073,981 as compared to cash and short-term investments of $11,650,600
and working capital of $10,556,005 at September 30, 2000. The decrease of
$5,482,024 in working capital was primarily due to the Company's current plan
to begin processing alternate feed material beginning in the third quarter of
fiscal 2002. As a result of this plan, deferred revenue of $12,197,301 was
accounted for as a current liability.
Net cash used in operating activities was $2,048,229 for the fiscal year ended
September 30, 2001 and consisted primarily of the loss from continuing
operations of $2,822,876 partially offset by a decrease in accounts receivable
of $892,826. The decrease in accounts receivable was primarily due to a lower
level of alternate feed material received at the Mill during the fourth
quarter, as the receipt of the Ashland 1 materials has declined and the
receipt of Heritage materials is nearly complete. Receipt of Linde materials
is expected to continue throughout fiscal 2002, although at significantly
reduced tonnages as compared to fiscal 2001.
Net cash used in investing activities was $13,016,359 for the fiscal year
ended September 30, 2001 and consisted primarily of short-term investment
purchases of $13,070,658. In order to maintain safety of principal and to meet
operational liquidity requirements, it is the policy of the Company to invest
the majority of its available cash balances in short-term fixed income
securities (high quality corporate bonds and U.S. Treasury securities),
short-term money market instruments (certificates of deposit, commercial paper
and other money market instruments) or marketable securities.
Net cash provided by financing activities during the fiscal year ended
September 30, 2001 totaled $5,779,332 and consisted primarily of an increase
in deferred revenues of $5,786,113. Deferred revenues represent processing
proceeds received or receivable on delivery of alternate feed materials but in
advance of the required processing activity. As the Ashland 1, Linde and
Heritage materials are processed in future periods, the deferred revenue will
be reclassified as revenue. The cost of processing these materials will be
recorded as process milling expenditures and the Company's cash position will
decrease by the cost of processing.
The Company believes that existing funds and cash flow from operations should
be sufficient to satisfy working capital requirements and capital expenditures
for the next twelve months. The Company is projecting only minor expenditures
during fiscal 2002 for property, plant and equipment.
D. ENVIRONMENTAL RESPONSIBILITY
Each year, the Company reviews the anticipated costs of decommissioning and
reclaiming its mill and mine sites as part of its environmental planning
process. The Company also formally reviews costs when it submits license
38
renewal applications to regulatory authorities. Based on this review the Mill
reclamation obligation was increased by $300,663 in fiscal 2001. The sale of
the Reno Creek property resulted in a reduction in reclamation obligations of
$143,000. As a result, the Company's reclamation obligation was increased by a
net of $157,663 to $12,350,157 which is currently sufficient to cover the
projected future costs for reclamation of the Mill and mine operations.
However, there can be no assurance that the ultimate cost of such reclamation
obligations will not exceed the estimated liability contained in the Company's
financial statements.
The Company has posted bonds as security for these liabilities and has
deposited cash, cash equivalents and fixed income securities on account of
these obligations. For fiscal 2001 and 2000, the amount of these restricted
investments collateralizing the Company's reclamation obligations was
$10,525,073 and $8,870,989, respectively. The increase of $1,654,084 was
primarily due to the Company depositing an additional $1,063,620 to secure its
reclamation obligations. On December 31, 2001, the Company deposited an
additional $1,680,000 to bring its collateral to 100% of the bonded amounts as
required by the bonding company.
The Company has detected some chloroform contamination at the Mill site that
appears to have resulted from the operation of a temporary laboratory facility
that was located at the site prior to and during the construction of the Mill
facility. The source and extent of this contamination are currently under
investigation, and a corrective action plan, if necessary, is yet to be
devised. Although the investigations to date indicate that this contamination
appears to be contained in a manageable area, the scope and costs of
remediation have not yet been determined and could be significant.
E. RESEARCH AND DEVELOPMENT
The Company does not have a research and development program per se. Process
development efforts expended in connection with the processing of alternate
feeds are included as a cost of processing. Process development efforts
expended in the evaluation of potential alternate feed materials that are not
ultimately processed at the Mill are included in Mill overhead costs. The
Company does not rely on patents or technological licenses in any significant
way in the conduct of its business.
F. TREND INFORMATION
During the period 1997 through 2000, the Company saw a deterioration in both
uranium and vanadium prices, from $11.00 per pound of U(3)O(8) and $4.10 per
pound of V(2)O(5) in October 1997 to $7.40 per pound of U(3)O(8) and $1.70 per
pound of V(2)O(5) at the end of September, 2000. As a result of these decreases
in commodity prices, the Company decided to cease its mining and exploration
activities in 1999, and has shutdown all of its mines and its Mongolian joint
venture. Also as a result of these market events, the Company decided to marshal
its resources and to concentrate its operations on the continuing development of
the alternate feed, uranium-bearing waste recycling business. Although uranium
prices have increased to $9.95 per pound U(3)O(8) as of March 2002, the vanadium
price has fallen even further to approximately $1.10 to $1.25 per pound
V(2)O(5).
Although the Mill's tailings system currently has capacity to process all of
the alternate feed materials under contract with the Company, this capacity is
expected to run out within the next one to three years, depending on the level
of success of the Company in entering into contracts for the processing of
additional feed materials. In order to provide additional tailings capacity,
the Company will have to repair existing tailings Cell No. 4A, at an estimated
cost of $1.5-$3.0 million. In addition, if Cell No. 4A is put into use the
reclamation obligation for the Mill would increase by approximately $1.0
million, which would require an increase in the Mill's reclamation bond by
that amount. The repair of Cell No. 4A will provide the Company with
approximately 2 million tons of additional tailings capacity, which should be
ample capacity for the foreseeable future.
G. OUTLOOK FOR 2002
The Company has redefined the focus of its business activities.
Historically, the Company's operations were significantly dependent upon
uranium and vanadium prices. Due to the low spot price for vanadium and the
continued depressed market for uranium, the Company suspended all U.S. mining
activities in 1999. The Company intends to keep those properties in a shutdown
status indefinitely, pending any significant improvements in commodity prices.
The Company is also seeking potential purchasers for its mining properties and
mining equipment.
39
As a result of this reduction in exploration and mining activities, the
Company has focused its resources on the continuing development of the
alternate feed, uranium-bearing waste recycling business. The Company will
also continue to evaluate other opportunities unrelated to its mining and
alternative feed activities, as they may arise.
While the Company has had some success to date in the development of its
alternate feed business, the Company has not to date developed a sufficient
backlog of alternate feed material to result in sustained profitable
operations for the Company. Developing this backlog will be a prerequisite if
the Company is to become profitable and continue with its pursuit of this
business in the future.
The Company's decision to focus its resources and attention primarily on the
development of its alternate feed, uranium-bearing waste recycling business
means that the Company is less susceptible to variations in uranium and vanadium
market prices. Due to the decision to sell all of the uranium inventory and
sales contracts, the Company is relying primarily on revenue from alternate feed
processing fees and the uranium produced from these feeds.
Based on current projections, processing of alternate feed material at the
Mill is scheduled to begin in the third quarter of fiscal 2002 and continue
through the end of the fiscal year. The current backlog of material allows for
approximately nine months of processing. The timing and duration of the mill
run will depend in large part on the schedule for deliveries of materials to
the Mill under the Company's existing alternate feed contracts.
On January 16, 2002 the prime contractor, IT Corporation ("IT"), for the
Ashland 1 and Linde projects filed for protection under Chapter 11 of the
United States Bankruptcy Code. IUC's contracts for both of these projects are
with IT, which has contracts with the U.S. Army Corps of Engineers (the
"Corps"). As of March 29, 2002 the Company has outstanding receivables from IT
of $910,179. The contracts that IT has with the Corps that impact IUC are
included as part of a purchase agreement that is currently being negotiated
between IT and a prospective purchaser of certain of IT's assets. It is the
Company's understanding that, as part of this agreement, all outstanding
amounts owing to IUC by IT will be paid in full upon completion of the sale.
In addition, IT has received some interim financing from which IUC has
received some monies to pay for outstanding receivables. Based on the
foregoing, IUC has not set up an allowance for the IT outstanding receivables.
H. RISKS AND UNCERTAINTIES
Under the NRC's Alternate Feed Guidance, the Mill is required to obtain a
specific license amendment allowing for the processing of each new alternate
feed material. Certain of the Mill's license amendments have been challenged
by various third parties, although none of such challenges have been
successful to date. The Company intends to continue to defend its positions
and the validity of its license amendments and proposed license amendments. If
the Company does not ultimately prevail in any such actions and any appeals
therefrom, the Company's ability to process certain types of alternate feeds,
in certain circumstances, may be adversely affected, which could have a
significant impact on the Company.
I. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the foregoing Management's Discussion and
Analysis and elsewhere in this Annual Report to Shareholders constitute
forward-looking statements. Such forward-looking statements involve a number
of known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak
only as of the date the statements were made and readers are advised to
consider such forward-looking statements in light of the risks set forth
below.
Risk factors that could affect the Company's future results include, but are
not limited to, competition, environmental regulations, reliance on alternate
feed income, the ability to develop the alternate feed business, changes to
reclamation requirements, dependence on a limited number of customers,
volatility and sensitivity to market prices for uranium and vanadium, the
impact of changes in foreign currencies' exchange rates, political risk
arising from operating in Mongolia, changes in government regulation and
policies including trade laws and policies, demand for nuclear power,
replacement of reserves and production, receipt of permits and approvals from
governmental authorities (including amendments for each alternate feed
transaction) and other operating and development risks.
40
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
The names, municipalities of residence, positions with the Company, and
principal occupations of the directors and executive officers of the Company
as of March 29, 2002, are as follows:
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
COMMON SHARES OF
THE COMPANY
BENEFICIALLY OWNED,
DIRECTLY OR
PERIOD OF INDIRECTLY, OR
NAME AND MUNICIPALITY OF SERVICE AS A CONTROLLED OR PRESENT PRINCIPAL OCCUPATION AND POSITION WITH THE
RESIDENCE DIRECTOR DIRECTED(1) COMPANY(3)
----------------------------------------------------------------------------------------------------------------------------------
JOHN H. CRAIG May 9, 1997 Lawyer, partner of Cassels Brock & Blackwell LLP;
Toronto, ON to 155,000 Director of a number of publicly-traded companies,
present including: International Curator Resources Ltd. and
Tenke Mining Corp.
----------------------------------------------------------------------------------------------------------------------------------
DAVID C. FRYDENLUND May 9, 1997 Vice President, General Counsel, Chief Financial
Lone Tree, CO to 200,000 Officer and Corporate Secretary of the Company.
present
----------------------------------------------------------------------------------------------------------------------------------
CHRISTOPHER J. F. HARROP May 9, 1997 November 1994 to present, Senior Vice-President and
Toronto, ON to 300,926 Director, Canaccord Capital Corp.
present
----------------------------------------------------------------------------------------------------------------------------------
RON F. HOCHSTEIN April 6, 2000 President and Chief Executive Officer of the Company
Lakewood, CO to 100,000 since April 6, 2000; from January 31, 2000 to April
present 6, 2000, Vice President and Chief Operating Officer
of the Company.
----------------------------------------------------------------------------------------------------------------------------------
LUKAS H. LUNDIN(2) May 9, 1997 Chairman of the Board of the Company; Director and/or
Vancouver, BC to 458,500 officer of a number of publicly-traded natural
present resource companies, including: Lundin Petroleum AB,
Atacama Minerals Corp., Santa Catalina Mining Corp.,
International Curator Resources Ltd., Tenke Mining
Corp., Tanganyika Oil Company Ltd. and South Atlantic
Resources Ltd.
----------------------------------------------------------------------------------------------------------------------------------
WILLIAM A. RAND May 9, 1997 Self-employed businessman; Director of a number of
Vancouver, BC to Nil publicly-traded companies, including: Lundin Oil AB,
present Santa Catalina Mining Corp., International Curator
Resources Ltd., Tenke Mining Corp., Tanganyika Oil
Company Ltd. and South Atlantic Resources Ltd.
----------------------------------------------------------------------------------------------------------------------------------
(1) Each of the Directors and Officers of the Company own less than one
percent of the outstanding shares of the Company,
(2) Lukas H. Lundin is the son of Adolf H. Lundin, a major shareholder of the
Company. See "Item 7. Major Shareholders and Related Party Transactions."
41
(3) All persons listed are directors of the Company.
The information as to shares beneficially owned or over which the directors
exercise control or direction, not being within the knowledge of the Company,
has been furnished by the respective directors individually.
All of the above-named directors have held their present positions or other
executive positions with the same or associated firms or organizations during
the past five years, except as follows:
- Mr. Ron Hochstein was Vice President, Corporate Development of the
Company from October 11, 1999 to January 30, 2000, and was an engineering
consultant with the AGRA-Simons Mining Group, an engineering and
consulting firm, from July 1995 to October 1999.
- During the period August 1998 to August 1999, Mr. Harrop was Chairman and
a director of Northern Securities Inc.
- During the period July 1996 to July 1997, Mr. Frydenlund was
Vice-President of Namdo Management Services Ltd., a management services
company. Prior to July 1996, Mr. Frydenlund was a partner with the law
firm of Ladner Downs, Vancouver, British Columbia.
Please note Item 7 below for information relating to interests of Management
in certain related party transactions.
B. COMPENSATION
DIRECTOR COMPENSATION
No remuneration has been paid to directors of the Company in their capacities
as directors since the date of incorporation, other than stock options
described under "Share Ownership" below. The directors are reimbursed for
their expenses incurred to attend meetings of the Company.
EXECUTIVE OFFICER COMPENSATION
The following table summarizes the compensation of each of the executive
officers of the Company for the year ended September 30, 2001:
ANNUAL COMPENSATION
FOR THE YEAR ENDED SEPTEMBER 30, 2000
SECURITIES
UNDER
OPTIONS/
NAME AND PRINCIPAL OTHER ANNUAL SARS GRANTED ALL OTHER
POSITION SALARY(1) BONUS COMPENSATION (#) COMPENSATION
--------------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 160,000 Nil Nil Nil Nil
President and Chief
Executive Officer(2)
--------------------------------------------------------------------------------------------------------------------
David C. Frydenlund, 158,400 20,000 9,000(4) Nil Nil
Vice President, General
Counsel, Chief
Financial Officer, and
Corporate Secretary(2)
--------------------------------------------------------------------------------------------------------------------
Harold R. Roberts 51,154 Nil 1,510 (5) 200,000 Nil
(2)(3), Vice President,
Corporate Development
of the Company's
subsidiary
International Uranium
(USA) Corporation
--------------------------------------------------------------------------------------------------------------------
42
NOTES TO SUMMARY COMPENSATION TABLE
(1) The Company's currency for disclosure purposes is US dollars which
are the functional currency of the Company's operations.
(2) Each of Messrs. Ron F. Hochstein, David C. Frydenlund and Harold R.
Roberts have contracts of employment with the Company's subsidiary,
International Uranium (USA) Corporation. There is no compensatory
plan or arrangement provided in such contracts in respect of
resignation, retirement, termination, change in control of the
Company or responsibilities. The expiry date of the employment
contracts expire September 30, 2002, for Messrs Hochstein and
Frydenlund and May 31, 2004 for Mr. Roberts.
(3) Mr. Roberts recommenced employment with the Company on May 14, 2001.
Mr. Roberts was Vice President Operations of the Company from May
1997 to January 31, 2000.
(4) Other annual compensation is $9,000, being the dollar value of
imputed interest benefits from a loan provided to Mr. Frydenlund.
(5) Amounts represent 401K matching contributions made to the named
executive's retirement account per the Company's 401K Benefit Plan
available to all eligible employees.
There were no long-term incentive plan awards made to any of the named
executive officers of the Company during the most recently completed financial
year. In addition, there are no plans in place with respect to any of the
named individuals for termination of employment or change in responsibilities
under employment contracts, apart from those separately disclosed herein.
OPTION/SAR GRANTS TO EXECUTIVE OFFICERS DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR
MARKET VALUE
OF SECURITIES
SECURITIES % OF TOTAL EXERCISE UNDERLYING
UNDER OPTIONS/ OPTIONS/SARS OR OPTIONS/SARS
SARS GRANTED TO BASE PRICE ON THE DATE OF
GRANTED EMPLOYEES IN (CDN$/ GRANT (CDN$/ EXPIRATION
NAME (#) FINANCIAL YEAR SECURITY) SECURITY) DATE
------------------------------------------------------------------------------------------------------------------
Harold R. Roberts 200,000 100% 0.26 0.26 May 31, 2004
==================================================================================================================
A summary of the Company's Stock Option Plan is provided under "Share
Ownership" below.
C. BOARD PRACTICES
Directors are elected annually to one year terms at the annual meeting of
shareholders and serve until the next annual meeting or until their successor
is duly elected. Executive Officers are appointed by the directors and serve
until replaced by the directors or their resignation. Each of the above
directors was elected to his present term of office at the annual meeting of
shareholders of the Company held on March 20, 2002.
Each of Messrs. Ron F. Hochstein and David C. Frydenlund have contracts of
employment with the Company's subsidiary, International Uranium (USA)
Corporation. There is no compensatory plan or arrangement provided in
43
such contracts in respect of resignation, retirement, termination, change in
control of the Company or responsibilities. These employment contracts expire
on September 30, 2002. None of the other directors have service contracts with
the Company or any of its subsidiaries.
The board of directors does not have an Executive Committee. The board has
established an Audit Committee, a Compensation Committee, a Corporate
Governance and Nominating Committee and an Environment, Health and Safety
Committee. The following table sets out the members of such Committees:
COMMITTEES OF THE BOARD
CORPORATE GOVERNANCE ENVIRONMENT, HEALTH AND
AUDIT COMMITTEE COMPENSATION COMMITTEE AND NOMINATING COMMITTEE SAFETY COMMITTEE
--------------------------------------------------------------------------------------------------------------------
William A. Rand Lukas H. Lundin Christopher J.F. Harrop Christopher J.F. Harrop
John H. Craig William A. Rand William A. Rand David C. Frydenlund
Christopher J.F. Harrop John H. Craig John H. Craig John H. Craig
--------------------------------------------------------------------------------------------------------------------
AUDIT COMMITTEE
Due to the size and nature of the Company, the roles and responsibilities of
the Audit Committee have been specifically defined and include oversight
responsibility for management reporting on internal control. The Audit
Committee has direct communication channels with the external auditors. Due to
its size, the Company has no formal internal audit process. The terms of
reference of the Audit Committee include the responsibility to: ensure the
compliance of financial reporting with accounting principles; oversee the
effectiveness of management's interaction with and responsiveness to the board
of directors; review annual and interim financial statements before they are
approved by the board of directors; review the nature and scope of the annual
audit; review the adequacy of internal accounting control procedures and
systems; and evaluate the external auditor's performance for the preceding
fiscal year, review their fees and make recommendations to the board of
directors.
COMPENSATION COMMITTEE
The Company's executive compensation program is administered by the
Compensation Committee, which is composed of three non-management directors
who are identified above. The Committee meets at least annually to receive
information on and determine matters regarding executive compensation, in
accordance with policies approved by the board of directors. Recommendations
for changes to the policies are also reviewed on an annual basis to ensure
that they remain current, competitive and consistent with the Company's
overall goals.
The Committee's terms of reference include the responsibility to determine the
level of compensation paid to the President and Chief Executive Officer of the
Company and other senior management and executive officers of the Company.
The guiding philosophy of the Committee in determining compensation for
executives is the need to provide a compensation package that is competitive
and motivating; will attract and retain qualified executives; and encourage
and motivate performance. Performance includes achievement of the Company's
strategic objective of growth and the enhancement of shareholder value through
increases in the stock price resulting from advances in the Company's
business, continued low cost operations and enhanced cash flow and earnings.
In establishing compensation for executive officers, the Committee takes into
consideration individual performance, responsibilities, length of service and
levels of compensation provided by industry competitors. Such compensation is
comprised primarily of a base salary and participation in the Company's
incentive stock option and 401K plans, and may also consist of bonuses and
other perquisites which are awarded on an occasional basis. Stock options
align the interests of the executive officers and other key employees with the
long-term interests of shareholders and provide competitive performance
incentive compensation. Grants are made to executive officers after taking
into consideration position level, overall individual performance, anticipated
future contribution to the Company's success, and the ability of the
individual to influence business performance.
44
Compensation is generally reviewed in the early part of each year having
regard to the prior year's performance both at a corporate level and
individually in order to determine compensation adjustments for the following
year.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
The terms of reference of the Corporate Governance and Nominating Committee
include the responsibility of developing and monitoring the Company's approach
to corporate governance issues, the responsibility for proposing new nominees
to the board of directors and for assessing directors on an ongoing basis, and
the responsibility of assessing and monitoring the effectiveness of the board
of directors as a whole, the committees of the board of directors and the
contribution of individual directors. Nominations are the result of
recruitment efforts by the Chairman of the board of directors and the CEO and
discussed informally with several directors before being brought to the
Committee for approval.
ENVIRONMENT, HEALTH AND SAFETY COMMITTEE
The mining and milling industry, by its very nature, can have a significant
impact on the natural environment. As a result, environmental planning and
compliance must play an ever-increasing part in the operations of any company
engaged in these activities. The Company takes these issues very seriously and
has established an Environment, Health and Safety Committee to oversee the
Company's efforts to act in a responsible and concerned manner with respect to
matters affecting the environment, health and safety.
D. EMPLOYEES
The following table sets out the number of employees of the Company and its
subsidiaries at the end of the period for each of the past three financial
years, and a breakdown of persons employed by main category of activity and
geographic location.
NUMBER OF EMPLOYEES BY MAIN CATEGORY OF ACTIVITY AND GEOGRAPHIC LOCATION
FISCAL YEAR ENDED SEPTEMBER 30 2001 2000 1999
------------------------------------------------------------------------------
Denver Head Office 9 8 17
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White Mesa Mill 23 25 104
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U.S. Mining Properties 0 0 8
------------------------------------------------------------------------------
Mongolia Office 2 4 6
------------------------------------------------------------------------------
Total 34 37 135
------------------------------------------------------------------------------
None of the Company's employees are unionized.
E. SHARE OWNERSHIP
See the table above under the heading "Directors and Senior Management" for
information as to the share ownership in the Company held by Directors and
Officers of the Company.
The following table summarizes individual grants of options to purchase or
acquire securities of the Company or any of its subsidiaries to each of the
named executive officers and directors as of March 29, 2002.
45
STOCK OPTIONS HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
NUMBER OF COMMON OPTION PRICE OPTION EXPIRY
EXECUTIVE OFFICER AND DIRECTOR SHARES UNDER OPTION DATE OF GRANT (CDN$) DATE
-----------------------------------------------------------------------------------------------------------------
John H. Craig 75,000 May 23, 2000 0.20 May 22, 2003
-----------------------------------------------------------------------------------------------------------------
David C. Frydenlund 200,000 January 16, 2002 0.30 January 15, 2005
700,000 May 23, 2000 0.20 May 22, 2003
-----------------------------------------------------------------------------------------------------------------
Christopher J.F. Harrop 75,000 May 23, 2000 0.20 May 22, 2003
-----------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 250,000 October 11, 1999 0.75 October 10, 2002
1,000,000 May 23, 2000 0.20 May 22, 2003
-----------------------------------------------------------------------------------------------------------------
Lukas H. Lundin 500,000 May 23, 2000 0.20 May 22, 2003
-----------------------------------------------------------------------------------------------------------------
William A. Rand 75,000 May 23, 2000 0.20 May 22, 2003
-----------------------------------------------------------------------------------------------------------------
Harold R. Roberts 200,000 May 9, 2001 0.26 May 31, 2004
-----------------------------------------------------------------------------------------------------------------
Total 3,075,000
-----------------------------------------------------------------------------------------------------------------
STOCK OPTION PLAN
The major features of the Company's stock option plan (the "Stock Option
Plan") can be summarized as follows:
Under the Stock Option Plan the board of directors, or a committee appointed
for such purposes, may from time to time grant to directors, officers,
eligible employees of, or consultants to, the Company or its subsidiaries, or
to employees of management companies providing services to the Company
(collectively, the "Eligible Personnel") options to acquire Common Shares in
such numbers, for such terms and at such exercise prices as may be determined
by the board or such committee. The purpose of the Stock Option Plan is to
advance the interests of the Company by providing Eligible Personnel with a
financial incentive for the continued improvement of the Company's performance
and encouragement to stay with the Company.
The maximum number of Common Shares that may be reserved for issuance for all
purposes under the Stock Option Plan is 6,700,000 Common Shares and the
maximum number of Common Shares which may be reserved for issuance to any one
insider pursuant to share options and under any other share compensation
arrangement may not exceed 5% of the Common Shares outstanding at the time of
grant (on a non-diluted basis). Any Common Shares subject to a share option
which for any reason is cancelled or terminated without having been exercised
will again be available for grant under the Stock Option Plan.
The maximum number of Common Shares that may be reserved for issuance to
insiders of the Company under the Stock Option Plan and under any other share
compensation arrangement is limited to 10% of the Common Shares outstanding at
the time of grant (on a non-diluted basis).
The board of directors of the Company has the authority under the Stock Option
Plan to establish the option price at the time each share option is granted.
The option price may not be lower than the market price of the Common Shares
at the time of grant.
Options granted under the Stock Option Plan must be exercised no later than 10
years after the date of grant and options are not transferable other than by
will or the laws of dissent and distribution. If an optionee ceases to be an
Eligible Person for any reason whatsoever other than death, each option held
by such optionee will cease to be exercisable 30 days following the
termination date (being the date on which such optionee ceases to be an
Eligible Person). If an optionee dies, the legal representative of the
optionee may exercise the optionee's options within one year after the date of
the optionee's death but only up to and including the original option expiry
date.
46
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
Information is set forth below with respect to persons known to the Company to
be the owner of five percent or more of the Company's voting securities as of
March 29, 2002 and the total amount of these securities owned by the officers
and directors as a group.
MAJOR SHAREHOLDERS
IDENTITY OF PERSON OR GROUP NUMBER OF COMMON SHARES OWNED PERCENTAGE
------------------------------------------------------------------------------------------------------------
Adolf H. Lundin 22,500,000(1) 34.3%
------------------------------------------------------------------------------------------------------------
Directors and Officers as a group (7 persons) 1,214,426 1.9%
------------------------------------------------------------------------------------------------------------
(1) These shares are held in escrow pursuant to the terms of an Escrow
Agreement among the Company, Adolf H. Lundin, Lukas H. Lundin and The
Montreal Trust Company of Canada. Pursuant to the terms of the
agreement, one-fifth of the shares were released from escrow one year
following the date of listing of the Company's common shares on The
Toronto Stock Exchange, i.e. on May 16, 1998. The balance of the
shares have been or will be released as to one-fifth on each of the
following anniversary dates so that all of the shares will be released
by May 16, 2002.
There has been no significant change in the percentage change held by the
foregoing major shareholder during the past three years. None of the Company's
major shareholders have different voting rights than other holders of common
shares of the Company.
As far as it is known to the Company, the Company is not directly or
indirectly owned or controlled by another corporation(s), any foreign
government, or by any other natural or legal person(s).
As of January 31, 2002, 11,041,325, or 16.83%, of the Company's outstanding
common stock were registered in the names of 72 residents of the United
States. The Company's common stock is issued in registered form and the number
of shares reported to be held by U.S. shareholders of record is taken from the
records of The Montreal Trust Company of Canada, the registrar and transfer
agent for the Common Stock.
There are no arrangements, known to the Company, the operation of which may at
a subsequent date result in a change in control of the Company.
B. RELATED PARTY TRANSACTIONS
Lukas H. Lundin, John H. Craig, and William A. Rand are also directors and
officers of other natural resource companies and, consequently, there exists
the possibility for such directors and officers to be in a position of
conflict relating to any future transactions or relationships between the
Company or common third parties. However, the Company is unaware of any such
pending or existing conflicts between these parties. Any decision made by any
of such directors and officers involving the Company are made in accordance
with their duties and obligations to deal fairly and in good faith with the
Company and such other companies. In addition, each of the directors of the
Company, discloses and refrains from voting on, any matter in which such
director may have a conflict of interest.
None of the present directors, senior officers or principal shareholders of
the Company and no associate or affiliate of any of them has any material
interest in any transaction of the Company or in any proposed transaction
which has materially affected or will materially affect the Company except as
described herein.
47
During the fiscal year ending September 30, 2001 the Company incurred legal
fees of $8,402, to Cassels Brock & Blackwell, a law firm of which John H.
Craig is a partner.
During the fiscal year ending September 30, 2001, the Company paid management
and administrative service fees of $90,000 to a company owned by the Chairman
of the Company, Lukas H. Lundin, which provides office premises, secretarial
and other services in Vancouver. The Company continues to pay monthly fees of
$7,500 to this service company. Amounts due to this company were $7,500 as of
September 30, 2001.
During the fiscal year ending September 30, 1997 the Company loaned $200,000
to David C. Frydenlund, an Officer and Director of the Company, in order to
facilitate relocation to the Company's headquarters. This amount has remained
outstanding at September 30, 1998, 1999, 2000 and 2001. This loan is
non-interest bearing and is payable on the earlier of termination of
employment or September 30, 2002. The loan is secured by the Officer's
personal residence.
C. INTERESTS OF EXPERTS AND COUNSEL
Not Applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS
The consolidated financial statements of the Company are attached hereto as
pages F-1 through F-15 and incorporated herein by reference.
EXPORT SALES
The amount of export sales does not constitute a significant portion of the
Company's total sales volume.
LEGAL PROCEEDINGS
Under the NRC's Alternate Feed Guidance, the Mill is required to obtain a
specific license amendment allowing for the processing of each new alternate
feed material. See "Item 4. Information on the Company Alternate Feed
Processing." On July 23, 1998, the NRC issued an amendment to the Company's
Mill license allowing the receipt and processing of certain alternate feed
material (the "Ashland 2 Materials") at the White Mesa Mill from a Formerly
Utilized Sites Remedial Action Program ("FUSRAP") site. On July 22, 1998,
Envirocare of Utah, Inc., a company licensed by the NRC to dispose of 11e.(2)
uranium bearing byproduct materials at its facility in Tooele County, Utah,
filed a request for a hearing with the Atomic Safety and Licensing Board
("ASLB") for the purpose of challenging the issuance of the Company's license
amendment. On August 19, 1998, the ASLB Presiding Officer assigned to the
matter dismissed Envirocare's petition for lack of standing. Envirocare
appealed its decision to the full Commission of the NRC on August 31, 1998.
The Company and the NRC Staff both filed oppositions to Envirocare's appeal on
September 15, 1998. On November 14, 1998, the full Commission of the NRC
denied Envirocare's appeal. On September 23, 1998, Envirocare filed a Petition
for Review in the United States Court of Appeals for the District of Columbia
Circuit, appealing the decision in a prior case (In the Matter of Quivira
Mining Company) upon which the dismissal of Envirocare's claim against the
Company was based. On October 22, 1998, the Company was added as an intervener
in the Quivira appeal. Envirocare also appealed to the United States Court of
Appeals for the District of Columbia the decision of the full Commission of
the NRC denying Envirocare standing on the Ashland 2 matter. This appeal and
the Quivira appeal referred to above were joined as an appeal. On October 22,
1999, the Court of Appeals dismissed Envirocare's appeal, confirming the NRC's
decision denying Envirocare standing in these matters.
On July 23, 1998, the State of Utah also filed a petition requesting a hearing
on the Company's aforementioned license amendment relating to the Ashland 2
Materials. By Order dated September 1, 1998, Utah's Petition was granted.
Utah's Petition articulated two substantive concerns: 1) that hazardous
wastes, as defined by the Resource
48
Conservation and Recovery Act (42 U.S.C. Section 690 et seq.) contained in the
alternate feed material to be processed at the site would be disposed of at
the site, and 2) that the Company was not in fact processing the alternate
feed material primarily for its uranium source material content, in alleged
contravention of NRC regulations and State law. Utah alleged that the NRC
Staff misinterpreted NRC Guidance on this matter. The first of these two
issues was amicably resolved between the parties (Utah indicated to the
Company that its concerns that the alternate feed material might contain
hazardous wastes was resolved by additional analytical and other data which
was forwarded to Utah by the Company). On February 9, 1999, the ASLB Presiding
Officer ruled in favor of the Company on the second issue, finding that the
Company's license amendment met all of the requirements of the applicable
statutes and regulations and was appropriately granted. The State of Utah
appealed the decision of the ASLB Presiding Officer to the full Commission of
the NRC for review. On February 10, 2000, the NRC Commissioners rendered their
decision upholding the decision of the ASLB Presiding Officer and confirming
the validity of the license amendment for the Ashland 2 Materials, thereby
resolving in the Company's favor the long-standing dispute with the State of
Utah over the types of alternate feed materials that can be processed at the
White Mesa Mill. The State of Utah did not appeal this decision to the U.S.
Court of Appeals.
On October 15, 1998, the Company submitted a request to the NRC to amend the
Company's Mill license to allow for the receipt and processing of additional
FUSRAP alternate feed materials (the "Ashland 1 Materials"). This amendment
relating to the Ashland 1 Materials was approved and issued in February 1999.
Anticipating that the license amendment for the Ashland 1 Materials would be
granted, on December 2, 1998, the State of Utah filed a petition requesting a
hearing on the requested Ashland 1 license amendment, on essentially the same
grounds as for the Ashland 2 amendment. On December 18, 1998, the Company
responded by not contesting the State's request for a hearing.
In addition to the State of Utah, Envirocare, Pack Creek Ranch Company, a
group called the Concerned Citizens of Utah and the Navajo Utah Commission
filed petitions requesting a hearing on the Ashland 1 license amendment. The
Company filed submissions with the ASLB Presiding Officer assigned to the
Ashland 1 license amendment opposing standing with respect to each of these
additional submissions. The NRC Presiding officer denied standing to each of
these parties. Envirocare appealed this decision to the full Commission of the
NRC. The Commission denied Envirocare's appeal. The hearing on the Ashland 1
license amendment had been put in abeyance pending the outcome of the appeal
of the Ashland 2 decision before the full Commission of the NRC. On March 13,
2000, as a result of the NRC's decision on the Ashland 2 appeal, the State of
Utah withdrew its request for a hearing on the Ashland 1 license amendment.
On December 19, 2000, the Company submitted to NRC a request for a license
amendment to allow the Company to accept for processing as alternate feed
material up to 17,750 tons of uranium-bearing lead-sulfide sludge residues,
from Molycorp Inc.'s Mountain Pass site. Sometime on or about February 7,
2001, the Glen Canyon Group of the Sierra Club submitted a letter requesting a
hearing on the Company's application and requesting to be granted status as on
intervenor and, on March 14, 2001, the Company responded in opposition to the
Glen Canyon Group's request. The ASLB Presiding Officer entered an order on
April 24, 2001, denying the Glen Canyon Group's request for a hearing due to
lack of standing. The Glen Canyon Group subsequently filed an appeal of the
denial of its hearing request on June 11, 2001, to which the Company filed a
response on June 21, 2001. The Commission subsequently denied the Glen Canyon
Group's appeal in a decision on November 14, 2001. In conjunction with its
consideration and approval of the Company's proposed license amendment, NRC
conducted an environmental assessment ("EA") to appraise the environmental
impacts associated with the receipt and processing of the Molycorp materials
at the Mill. On December 11, 2001, NRC published a Federal Register notice
detailing NRC Staff's final determination of a Finding of No Significant
Impact ("FONSI") on the Company's license amendment to allow such processing
activities and providing notice of an opportunity for a hearing on the
determination. Also, on December 11, 2001, NRC issued the Company's requested
license amendment authorizing the receipt and processing of the Molycorp
materials at the Mill. By letter dated December 15, 2001, William E. Love, the
Forest/Grazing Co-Chair of the Glen Canyon Group of the Sierra Club submitted
a request for a hearing on the NRC Staff's FONSI finding and approval of the
Company's license amendment. The Company responded to Mr. Love's request on
December 31, 2001. By letters postmarked January 10, 2002, the Glen Canyon
Group, the Shundahai Network and the Nevada Nuclear Waste Task Force, Inc.
each submitted requests for a hearing on Staff's FONSI determination and
approval of the Company's license amendment. On January 25, 2002, the Company
responded in opposition to these requests for lack of standing. The Presiding
Officer entered an order on January 30, 2002, granting standing to Mr. Love
and the Glen Canyon Group of the Sierra Club. The Company filed an appeal of
the judge's decision to the Commission on February 11, 2002. No decision has
been made by the Commission as of March 29, 2002.
49
The Company submitted letters to NRC Staff with supporting documentation dated
June 15, 25, and August 3, 2001, requesting that NRC amend Mill's License to
allow receipt and processing of up to 600,000 cubic yards of alternate feed
materials from the Maywood, New Jersey, FUSRAP site. On September 24, 2001,
NRC received three Requests for a Hearing from John Darke ("Mr. Darke"), the
Glen Canyon Group of the Sierra Club, and the City of Moab, Utah ("Moab")
regarding the proposed license amendment. The Company responded in opposition
to these requests on the basis that the Petitioners lacked standing to request
a hearing. On January 16, 2002, the Presiding Officer entered an order denying
the Petitioner's request for a hearing due to lack of standing. On January 31,
2002, the Glen Canyon Group filed an appeal of this decision to the
Commission, and on February 15, 2002, the Company filed its response in
opposition to this request. The decision of the Commission on this matter is
pending. As of March 29, 2002, the NRC has not issued the requested license
amendment to the Company.
The Company intends to continue to defend its positions and the validity of
its license amendments and proposed license amendments. If the Company does
not ultimately prevail in any such actions and any appeals therefrom, the
Company's ability to process certain alternate feeds, in certain
circumstances, may be adversely affected since NRC license amendments are
required for each alternate feed transaction.
During a sampling event at the White Mesa Mill in May, 1999, the Company
discovered unusually high levels of chloroform in one monitoring well which
monitors the water in the perched zone, and is located cross-gradient from the
Mill's tailings impoundments. Investigations by independent experts retained
by the Company indicate that the source of the chloroform is not from Mill
operations or from the Mill's tailings cells. Rather the source appears to be
from a temporary laboratory facility that was located at the Mill site prior
to construction and operation of the Mill, and that disposed of laboratory
wastes into a State of Utah inspected and approved disposal leach field.
Further investigations are ongoing. On August 23, 1999, while acknowledging
that this contamination does not threaten groundwater resources in the
regional aquifer, because the aquifer is separated from the perched zone by
some 1,200 feet of low-permeability rocks, the State of Utah issued a
Corrective Action Order requiring the Company to investigate the source and
extent of chloroform contamination and, if necessary, to develop a corrective
action plan to address the chloroform contamination. The Company is performing
investigations and taking actions in accordance with the Corrective Action
Order. Although investigations to date indicate that this contamination
appears to be contained in a manageable area, the scope and costs of
remediation have not yet been determined and could be significant.
DIVIDEND POLICY
To date, the Company has not paid any dividends on its outstanding Common
Shares and has no current intention to declare dividends on its Common Shares
in the foreseeable future. Any decision to pay dividends on its Common Shares
in the future will be dependent upon the financial requirements of the Company
to finance future growth, the financial condition of the Company and other
factors which the board of directors of the Company may consider appropriate
in the circumstances.
B. SIGNIFICANT CHANGES
There have been no significant changes in the business or affairs or financial
condition of the Company since September 30, 2001, the date of the annual
financial statements incorporated into this Form 20-F, except as otherwise
disclosed in this Form 20-F.
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
See "Markets" below.
B. PLAN OF DISTRIBUTION
Not applicable.
50
C. MARKETS
The common shares of the Company are currently listed on The Toronto Stock
Exchange in Canada. The Company's common shares commenced trading on The
Toronto Stock Exchange on May 16, 1997. The following table sets forth the
high and low closing prices and the volume of the common shares traded on The
Toronto Stock Exchange during the periods indicated:
TRADING INFORMATION
PERIOD HIGH LOW VOLUME
------ ---- --- ------
(Cdn $) (Cdn $)
--------------------------------------------------------------------------------------------------------------
May 16, 1997-September 30, 1997 1.50 0.96 27,131,433
--------------------------------------------------------------------------------------------------------------
October 1, 1997-September 30, 1998 1.45 0.38 40,323,218
--------------------------------------------------------------------------------------------------------------
October 1, 1998-September 30, 1999 0.72 0.22 19,512,089
--------------------------------------------------------------------------------------------------------------
October 1, 1999-September 30, 2000 0.38 0.13 19,626,816
--------------------------------------------------------------------------------------------------------------
October 1, 2000-September 30, 2001 0.40 0.20 11,342.300
--------------------------------------------------------------------------------------------------------------
October-December 1999 0.32 0.19 2,760,819
--------------------------------------------------------------------------------------------------------------
January-March 2000 0.28 0.13 4,938,370
--------------------------------------------------------------------------------------------------------------
April-June 2000 0.25 0.18 3,596.256
--------------------------------------------------------------------------------------------------------------
July-September 2000 0.38 0.17 7,823,205
--------------------------------------------------------------------------------------------------------------
October-December 2000 0.38 0.21 5,750,566
--------------------------------------------------------------------------------------------------------------
January-March 2001 0.40 0.22 2,353,500
--------------------------------------------------------------------------------------------------------------
April-June 2001 0.40 0.22 1,694,800
--------------------------------------------------------------------------------------------------------------
July-September 2001 0.40 0.28 2,232,300
--------------------------------------------------------------------------------------------------------------
October-December 2001 0.34 0.25 2,013,800
--------------------------------------------------------------------------------------------------------------
August 2001 0.37 0.30 348,000
--------------------------------------------------------------------------------------------------------------
September 2001 0.35 0.30 245,300
--------------------------------------------------------------------------------------------------------------
October 2001 0.31 0.30 1,046,000
--------------------------------------------------------------------------------------------------------------
November 2001 0.34 0.25 715,200
--------------------------------------------------------------------------------------------------------------
December 2001 0.31 0.30 252,600
--------------------------------------------------------------------------------------------------------------
January 2002 0.34 0.30 328,600
--------------------------------------------------------------------------------------------------------------
February 2002 0.38 0.32 585,407
--------------------------------------------------------------------------------------------------------------
March 1, 2002 to March 28, 2002 0.35 0.30 412,900
--------------------------------------------------------------------------------------------------------------
CURRENCY TRANSLATION
As the Company's stock is traded in Canadian dollars, the following table sets
forth the exchange rates for one Canadian dollar expressed in terms of one
U.S. dollar for the past five fiscal years and the calendar quarters ended
12/31/00, 3/31/01, 6/30/01, 9/30/01 and December 31, 2001:
EXCHANGE RATES-ANNUAL
YEAR AVERAGE LOW - HIGH SEPTEMBER 30
--------------------------------------------------------------------
1997 0.7221 0.6947 - 0.7483 0.7236
--------------------------------------------------------------------
1998 0.6898 0.6321 - 0.7292 0.6533
--------------------------------------------------------------------
1999 0.6681 0.6423 - 0.6912 0.6812
--------------------------------------------------------------------
2000 0.6735 0.6422 - 0.6970 0.6653
--------------------------------------------------------------------
2001 0.6461 0.6227 - 0.6714 0.6341
--------------------------------------------------------------------
51
EXCHANGE RATES-QUARTERLY
CALENDAR QUARTER ENDED AVERAGE LOW-HIGH LAST DAY OF QUARTER
---------------------------------------------------------------------------------
12/31/00 0.6554 0.6422 - 0.6693 0.6671
---------------------------------------------------------------------------------
03/31/01 0.6551 0.6329 - 0.6714 0.6346
---------------------------------------------------------------------------------
06/30/01 0.6489 0.6316 - 0.6623 0.6607
---------------------------------------------------------------------------------
09/30/01 0.6478 0.6322 - 0.6638 0.6341
---------------------------------------------------------------------------------
12/31/01 0.6328 0.6227 - 0.6430 0.6287
---------------------------------------------------------------------------------
The rate of exchange for the conversion of United States dollars into Canadian
dollars late on March 28, 2002 was $0.6281 (Cdn.$1.00 = U.S.$0.6281).
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
OBJECTS AND PURPOSES OF THE COMPANY
The Company was incorporated by Articles of Amalgamation under the Ontario
Business Corporations Act (the "OBCA") on May 9, 1997, under Incorporation
Number 1236943.
Section 15 of the OBCA provides that a corporation incorporated under the OBCA
has the capacity and the rights, powers and privileges of a natural person.
Neither the Articles of Amalgamation nor the By-Laws of the Company contain
any further objects or purposes or restrict the Company from carrying on any
business or from exercising any of its powers.
INTERESTED DIRECTORS
Section 3.18 of the Company's By-Laws provides that a director or officer who
is a party to, or who is a director or officer of or has a material interest
in any person who is a party to, a material contract or transaction or
proposed material contract or transaction with the Company shall disclose in
writing to the Company or request to have entered in the minutes of the
meetings of the directors the nature and extent of his interest at the time
and in the manner provided by the OBCA. Any such contract or transaction or
proposed contract or transaction shall be referred to the Board or
shareholders for approval even if such contract is one that in the ordinary
course of the Company's business would not require approval by the Board or
shareholders, and a director interested in a contract so referred to the Board
shall not vote on any resolution to approve the same except as permitted by
the OBCA. Section 132(5) of the OBCA provides that such a director shall not
vote on any resolution to approve the contract or transaction unless the
contract or transaction is:
- An arrangement by way of security for money lent to or obligations
undertaken by the director for the benefit of the Company or an
affiliate;
- One relating primarily to his or her remuneration as a director,
officer, employee or agent of the Company or an affiliate;
- One for indemnity or insurance under Section 136 of the OBCA; or
- One with an affiliate.
52
There is no requirement in the OBCA or in the Company's Articles of
Amalgamation or By-Laws restricting the directors from voting compensation to
themselves or any members of their body, whether in the absence of an
independent quorum or otherwise.
BORROWING POWERS
Article 10 of the Articles of Amalgamation of the Company provides that the
Board may from time to time, without authorization of the shareholders, in
such amounts and on such terms as it deems expedient:
- Borrow money upon the credit of the Company;
- Issue, re-issue, sell or pledge debt obligations of the Company;
- Subject to the provisions of the OBCA, give a guarantee on behalf of
the Company to secure performance of an obligation of any person; and
- Mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Company owned or subsequently acquired,
to secure any obligation of the Company.
Article 10 also provides that the Board may from time to time delegate to a
director, a committee of directors or an officer of the Company any or all of
the powers conferred on the Board as set out above, to such extent and in such
manner as the Board shall determine at the time of such delegation.
As these borrowing powers are contained in the Articles of Amalgamation, any
changes to the borrowing powers would require a special resolution of
two-thirds of the shareholders of the Company.
MANDATORY REQUIREMENT AND SHARE QUALIFICATION FOR DIRECTORS
There is no requirement for retirement of directors under an age limit
requirement, and there is no number of shares required for a director's
qualification.
ATTRIBUTES OF COMMON SHARES
The following is a summary of the principal attributes of the Company's Common
Shares:
- VOTING RIGHTS. The holders of the Common Shares are entitled to
receive notice of, attend and vote at any meeting of the shareholders
of the Company. The Common Shares carry one vote per share. There are
no cumulative voting rights, and directors do not stand for
re-election at staggered intervals.
- DIVIDENDS. The holders of common Shares are entitled to receive on a
pro-rata basis such dividends as may be declared by the Board, out of
funds legally available therefor. Any dividend unclaimed after a
period of six years from the date on which the same has been declared
to be payable shall be forfeited and shall revert to the Company.
- PROFITS. Each Common Share is entitled to share pro-rata in any
profits of the Company to the extent they are distributed either
through the declaration of dividends or otherwise distributed to
shareholders, or on a winding up or liquidation.
- RIGHTS ON DISSOLUTION. In the event of the liquidation, dissolution
or winding up of the Company, the holders of the Common Shares will
be entitled to receive on a pro-rata basis all of the assets of the
Company remaining after payment of all the Company's liabilities.
- PRE-EMPTIVE, CONVERSION AND OTHER RIGHTS. No pre-emptive, redemption,
sinking fund or conversion rights are attached to the Common Shares,
and the Common Shares, when fully paid, will not be liable to further
call or assessment. No other class of shares may be created without the
approval of the holders of Common Shares. There are no provisions
discriminating against any existing or prospective holder of Common
Shares as a result of such shareholder owning a substantial number of
shares.
53
The rights of holders of Common Shares may only be changed by a special
resolution of holders of two-thirds of the issued and outstanding Common
Shares, in accordance with the requirements of the OBCA.
ANNUAL AND SPECIAL MEETINGS
The annual meeting of shareholders shall be held at such time in each year as
the Board, the Chairman of the Board (if any) or the President may from time
to time determine, for the purpose of considering the financial statements and
reports required by the OBCA to be placed before the annual meeting, electing
directors, appointing an auditor and for the transaction of such other
business as may properly be brought before the meeting. The Board, the
Chairman of the Board (if any) or the President shall have the power to call a
special meeting of shareholders at any time. In addition, Section 105 of the
OBCA provides that in certain circumstances the holders of not less than 5
percent of the issued shares of a corporation that carry the right to vote at
a meeting sought to be held may requisition the directors to call a meeting of
shareholders for the purposes stated in the requisition.
The only persons entitled to be present at a meeting of shareholders are those
entitled to vote thereat, the directors and the auditor of the Company and
others who, although not entitled to vote are entitled or required under any
provision of the OBCA or the Articles of Amalgamation or By-Laws of the
Company to be present at the meeting. Any other person may be admitted only on
the invitation of the chairman of the meeting or with the consent of the
meeting.
LIMITATIONS ON THE RIGHT TO OWN SECURITIES
There are no limitations on the rights to own securities, including the rights
of non-resident or foreign shareholders to hold or exercise voting rights on
the securities imposed by foreign law or by the charter or other constituent
document of the Company, except as discussed under "Exchange Controls" below.
CHANGES IN CONTROL
There are no provisions in the Company's Articles of Amalgamation or By-Laws
that would have an effect of delaying, deferring or preventing a change in
control of the Company and that would operate only with respect to a merger,
acquisition or corporate restructuring involving the Company (or any of its
subsidiaries).
DISCLOSURE OF OWNERSHIP
There are no provisions in the Company's Articles of Amalgamation or By-Laws
governing the ownership threshold above which shareholder ownership must be
disclosed. However, as discussed under "Exchange Controls" below,
non-Canadians may be required in certain circumstances to report their
ownership interests in the Company. In addition, the Ontario Securities Act
requires disclosure by any person acquiring or holding 10 percent or more of
the outstanding Common Shares of the Company.
C. MATERIAL CONTRACTS
The Company has not entered into any material contracts, other than in the
ordinary course of business during the previous two years.
D. EXCHANGE CONTROLS
Canada has no system of exchange controls. There are no foreign exchange
restrictions on the export or import of capital, including the availability of
cash and cash equivalents for use by the Company group, or on the remittance
of dividends, interest, or other payments to non-resident holders of the
Company's securities.
The Company is subject to the Investment Canada Act. Under the Investment
Canada Act, the acquisition of "control" of certain "businesses" by
"non-Canadians" is subject to either notification or review requirements by
54
Investment Canada, a governmental agency, and where review is required, will
not be allowed unless they are found likely to be of net benefit to Canada. The
term "control" is defined as any one or more non-Canadian persons acquiring all
or substantially all of the assets used in the Canadian business, or acquisition
of the voting shares of a Canadian corporation carrying on the Canadian business
or the acquisition of the voting interests of an entity controlling the Canadian
corporation. The acquisition of the majority of the outstanding shares or the
acquisition of less than a majority but 1/3 or more of the voting shares unless
it can be shown in fact that the purchaser will not control the Canadian
company, shall be deemed to be "control".
An acquisition will be reviewable by Investment Canada only if the value of
the assets of the Canadian business being acquired is Cdn$5 million or more in
the case of a "direct" acquisition (or where the Canadian asset acquired
constitute more than 50% of the value of all entities acquired), or Cdn$50
million or more in the case of an "indirect" acquisition.
These thresholds have been increased for the purpose of acquisition of
Canadian businesses by investors from members of the World Trade Organization
("WTO"), including Americans, or WTO member-controlled companies. A direct
acquisition by a WTO investor is reviewable only if it involves the direct
acquisition of a Canadian business with assets, and as of March 29, 2002, of
Cdn$218 million or more (this figure is adjusted annually to reflect
inflation). Indirect acquisitions by WTO investors are not reviewable,
regardless of the size of the Canadian business acquired, unless the Canadian,
assets acquired constitute more than 50% of the value of all entities
acquired, in which case the Cdn$218 million threshold applies.
These increased thresholds do not apply to acquisitions of Canadian businesses
engaged in certain sensitive areas such as uranium production, financial
services, transportation or cultural heritage or national identity. If the
forgoing thresholds are not met, the acquisition of a Canadian business will
not be subject to review unless it relates to Canada's cultural heritage or
national identity.
If an investment is reviewable, an application for review in the form
prescribed by regulation is normally required to be filed with the Agency
(established by the Act) prior to the investment taking place and the
investment may not be consummated until the review has been completed. There
are, however, certain exceptions. Applications concerning indirect
acquisitions may be filed up to 30 days after the investment is consummated;
applications concerning reviewable investments in culture-sensitive sectors
are required upon receipt of a notice for review.
There is, moreover, provision for the Minister (a person designated as such
under the Act) to permit an investment to be consummated prior to completion
of review if he is satisfied that delay would cause undue hardship to the
acquirer or jeopardize the operation of the Canadian business that is being
acquired. The Agency will submit the application to the Minister, together
with any other information or written undertakings given by the acquirer and
any representation submitted to the Agency by a province that is likely to be
significantly affected by the investment.
The Minister will then determine whether the investment is likely to be of net
benefit to Canada, taking into account the information provided and having
regard to factors of assessment where they are relevant. Some of the factors
to be considered are the effect of the investment on the level and nature of
economic activity in Canada, including the effect on employment, on resource
processing on the utilization of parts, components and services produced in
Canada, and on exports from Canada. Additional factors of assessment include:
(i) the degree and significance of participation by Canadians in the Canadian
business and in any industry in Canada of which it forms a part; (ii) the
effect of the investment on productivity, industrial efficiency, technological
development, product innovation and product variety in Canada; (iii) the
effect of the investment on competition within any industry or industries in
Canada; (iv) the compatibility of the investment with national industrial,
economic and cultural policies taking into consideration industrial, economic
and cultural policy objectives enunciated by the government or legislature of
any province likely to be significantly affected by the investment; and (v)
the contribution of the investment to Canada's ability to compete in world
markets.
If an acquisition of control of a Canadian business by a non-Canadian is not
reviewable, the non-Canadian must still give notice to Investment Canada of
the acquisition of a Canadian business within 30 days after its completion.
There are no limitations under Canadian law on the right of nonresident or
foreign owners to hold or vote the common stock of the Company.
55
E. TAXATION
The following paragraphs set forth United States and Canadian income tax
considerations about the ownership of shares of the Company, as of March 29,
2002. There may be relevant state, provincial or local income tax
considerations, which are not discussed.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a discussion of possible United States federal income tax
consequences, under current law as of March 29, 2002, applicable to a U.S.
Holder (as defined below) of shares of the Company. This discussion does not
address consequences peculiar to persons subject to special provisions of
federal income tax law, such as those described below as excluded from the
definition of a U.S. Holder. In addition, this discussion does not cover any
state, local or foreign tax consequences. (See "Taxation -- Certain Canadian
Federal Tax Considerations" below.)
The following discussion is based upon the sections of the Internal Revenue
Code of 1986, as amended (the "Code"), Internal Revenue Service ("IRS")
rulings, published administrative positions of the IRS and court decisions
that are applicable as of March 29, 2002, any or all of which could be
materially and adversely changed, possibly on a retroactive basis, at any
time. This discussion does not consider the potential effects, both adverse
and beneficial, of any recently proposed legislation which, if enacted, could
be applied, possibly on a retroactive basis, at any time. Accordingly, holders
and prospective holders of shares of the Company are urged to consult their
own tax advisors about the state, and local tax consequences of purchasing,
owning and disposing of shares of the Company.
U.S. HOLDERS
As used herein, a "U.S. Holder" means a holder of shares of the Company who is
a citizen or individual resident of the United States, a corporation or
partnership created or organized in or under the laws of the United States or
of any political subdivision thereof or a trust whose income is taxable in the
United States irrespective of source. This summary does not address the tax
consequences to, and U.S. Holder does not include persons subject to specific
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, individual retirement accounts and other
tax-deferred accounts, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals, persons or entities that have a "functional
currency" other than the U.S. dollar, shareholders who hold shares as part of
a straddle, hedging or a conversion transaction, and shareholders who acquired
their stock through the exercise of employee stock options or otherwise as
compensation for services. This summary is limited to U.S. Holders who own
shares as capital assets. This summary does not address the consequences to a
person or entity holding an interest in a shareholder or the consequences to a
person of the ownership exercise or disposition of any options, warrants or
other rights to acquire shares.
DISTRIBUTIONS ON SHARES OF THE COMPANY
U.S. Holders receiving dividend distributions (including constructive
dividends) with respect to shares of the Company are required to include in
gross income for United States federal income tax purposes the gross amount of
such distributions equal to the U.S. dollar value of such dividends on the
date of receipt (based on the exchange rate on such date) to the extent that
the Company has current or accumulated earnings and profits, without reduction
for any Canadian income tax withheld from such distributions. Such Canadian
tax withheld may be credited, subject to certain limitations, against the U.S.
Holder's United States federal income tax liability or, alternatively, may be
deducted in computing the U.S. Holder's United States federal taxable income,
but in the case of an individual only applies to those who itemize deductions.
(See discussion that is more detailed at "Foreign Tax Credit" below.) To the
extent that distributions exceed current or accumulated earnings and profits
of the Company, they will be treated first as a return of capital up to the
U.S. Holders' adjusted basis in the shares and thereafter as gain from the
sale or exchange of the shares. Preferential tax rates for long-term capital
gains are applicable to a U.S. Holder which is an individual, estate or trust.
There are currently no preferential tax rates for long-term capital gains for
a U.S. Holder, which is a corporation.
In the case of foreign currency received as a dividend that is not converted
by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will
have a tax basis in the foreign currency equal to its U.S. dollar value on the
date
56
of receipt. Any gain or loss recognized upon a subsequent sale or other
disposition of the foreign currency, including an exchange for U.S. dollars,
will be ordinary income or loss.
Dividends paid on the shares of the Company will not generally be eligible for
the dividends received deduction provided to corporations receiving dividends
from certain United States corporations. A U.S. Holder which is a corporation
may, under certain circumstances, be entitled to a 70% deduction of the United
States source portion of dividends received from the Company (unless the
Company qualifies as a "foreign personal holding Company" or a "passive
foreign investment company," as defined below) if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the Company. The
availability of this deduction is subject to several complex limitations,
which are beyond the scope of this discussion.
FOREIGN TAX CREDIT
A U.S. Holder who pays (or has withheld from distributions) Canadian income
tax with respect to the ownership of shares of the Company may be entitled, at
the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim
a credit because a credit reduces United States federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's
income subject to tax. This election is made on a year-by-year basis and
applies to all foreign taxes paid by (or withheld from) the U.S. Holder during
that year. There are significant and complex limitations which apply to the
credit, among which is the general limitation that the credit cannot exceed
the proportionate share of the U.S. Holder's United States income tax
liability that the U.S. Holder's foreign source income bears to his or its
worldwide taxable income. In the determination of the application of this
limitation, the various items of income and deduction must be classified into
foreign and domestic sources. Complex rules govern this classification
process. In addition, this limitation is calculated separately with respect to
specific classes of income such as "passive income", "high withholding tax
interest", "financial services income", "shipping income", and certain other
classifications of income. Dividends distributed by the Company will generally
constitute "passive income" or, in the case of certain U.S. Holders,
"financial services income" for these purposes. The availability of the
foreign tax credit and the application of the limitations on the credit are
fact specific, and holders and prospective holders of shares of the Company
should consult their own tax advisors regarding their individual
circumstances.
DISPOSITION OF SHARES OF THE COMPANY
A U.S. Holder will recognize gain or loss upon the sale of shares of the
Company equal to the difference, if any, between (i) the amount of cash plus
the fair market value of any property received, and (ii) the shareholder's tax
basis in the shares of the Company. This gain or loss will be capital gain or
loss if the shares are a capital asset in the hands of the U.S. Holder, which
will be a short-term or long-term capital gain or loss depending upon the
holding period of the U.S. Holder. Gains and losses are netted and combined
according to special rules in arriving at the overall capital gain or loss for
a particular tax year. Deductions for net capital losses are subject to
significant limitations. For U.S. Holders who are individuals, any unused
portion of such net capital loss may be carried over to be used in later tax
years until such net capital loss is thereby exhausted. For U.S. Holders that
are corporations (other than corporations subject to Subchapter S of the
Code), an unused net capital loss may be carried back three years from the
loss year and carried forward five years from the loss year to be offset
against capital gains until such net capital loss is thereby exhausted.
OTHER CONSIDERATIONS
In the following circumstances, the above sections of this discussion may not
describe the United States federal income tax consequences resulting from the
holding and disposition of shares:
FOREIGN PERSONAL HOLDING COMPANY
If at any time during a taxable year more than 50% of the total combined
voting power or the total value of the Company's outstanding shares is owned,
directly or indirectly, by five or fewer individuals who are citizens or
residents of the United States and 60% or more of the Company's gross income
for such year (reduced to 50% in subsequent years) was derived from certain
passive sources (e.g., from dividends received from its subsidiaries), the
Company may be treated as a "foreign personal holding Company". In that event,
U.S. Holders that hold shares would be required to include in gross income for
such year their allocable portions of such passive income to the extent the
Company does not actually distribute such income.
57
FOREIGN INVESTMENT COMPANY
If 50% or more of the combined voting power or total value of the Company's
outstanding shares are held, directly or indirectly, by citizens or residents
of the United States, United States domestic partnerships or corporations, or
estates or trusts other than foreign estates or trusts (as defined by the Code
Section 7701 (a)(31)), and the Company is found to be engaged primarily in the
business of investing, reinvesting, or trading in securities, commodities, or
any interest therein, it is possible that the Company may be treated as a
"foreign investment company" as defined in Section 1246 of the Code, causing
all or part of any gain realized by a U.S. Holder selling or exchanging shares
to be treated as ordinary income rather than capital gain.
PASSIVE FOREIGN INVESTMENT COMPANY
As a foreign corporation with U.S. Holders, the Company could potentially be
treated as a passive foreign investment company ("PFIC"), as defined in
section 1297 of the Code, depending upon the percentage of the Company's
income which is passive, or the percentage of the Company's assets which is
producing passive income. U.S. Holders owning shares of a PFIC are subject to
an additional tax and to an interest charge based on the value of deferral of
tax for the period during which the shares of the PFIC are owned, in addition
to treatment of gain realized on the disposition of shares of the PFIC as
ordinary income rather than capital gain. However, if the U.S. Holder makes a
timely election to treat a PFIC as a qualified electing fund ("QEF") with
respect to such shareholders interest therein, the above-described rules
generally will not apply. Instead, the electing U.S. Holder would include
annually in his gross income his pro rata share of the PFIC's ordinary
earnings and net capital gain regardless of whether such income or gain was
actually distributed. A U.S. Holder of a QEF can, however, elect to defer the
payment of United States federal income tax on such income not currently
received subject to an interest charge on the deferred tax. Alternatively, a
U.S. Holder may elect to "mark to market" his or her shares in the Company at
the end of each year as set forth in Section 1296 of the Code. Special rules
apply to U.S. Holders who own their interests in a PFIC through intermediate
entities or persons.
The Company believes that it was not a PFIC for its fiscal year ended
September 30, 2001. If in a subsequent year the Company concludes that it is a
PFIC, it intends to make information available to enable an U.S. Holder to
make a QEF election in that year. There can be no assurance that the Company's
determination concerning its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements which will be
imposed on QEF's.
CONTROLLED FOREIGN CORPORATION
If more than 50% of the voting power of all classes of stock or the total
value of the stock of the Company is owned, directly or indirectly, by
citizens or residents of the United States, United States domestic
partnerships and corporations or estates or trusts other than foreign estates
or trusts, each of whom own 10% or more of the total combined voting power of
all classes of stock of the Company ("United States shareholder"), the Company
could be treated as a "controlled foreign corporation" under Subpart F of the
Code. This classification would effect many complex results including the
required inclusion by such United States shareholders in income of their
pro-rata shares of "Subpart F income" (as specially defined by the Code) of
the Company. In addition, under Section 1248 of the Code, gain from the sale
or exchange of stock by a holder of shares of the Company who is or was a
United States shareholder at any time during the five year period ending with
the sale or exchange is treated as ordinary dividend income to the extent of
earnings and profits of the Company attributable to the stock sold or
exchanged. Because of the complexity of subpart F and because it is not clear
that Subpart F would apply to the holders of shares of the Company, a more
detailed review of these rules is outside of the scope of this discussion.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
The summary below, as of March 29, 2002, is restricted to the case of a holder
(a "Holder") of one or more common shares who for the purposes of the Income
Tax Act (Canada) (the "Act") is a non-resident of Canada, holds his common
shares as capital property and deals at arm's length with the Company.
58
DIVIDENDS
A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal
to 25%, or such lower rate as may be available under an applicable tax treaty,
of the gross amount of any dividend paid or deemed to be paid on his common
shares. Under the Canada-U.S. Income Tax Convention (1980) (the "Treaty") the
rate of Part XIII Tax applicable to a dividend on common shares paid to a
Holder who is a resident of the United States is generally reduced to 15% of
the gross amount of the dividend or to 5% if the Holder is a company that
beneficially owns at least 10% of the voting stock of the Company. The Company
will be required to withhold the applicable amount of Part XIII Tax from each
dividend so paid and remit the withheld amount directly to the Receiver
General for Canada for the account of the Holder.
DISPOSITION OF COMMON SHARES
A Holder who disposes of a common share, including by deemed disposition on
death, will not be subject to Canadian tax on any capital gain (or capital
loss) thereby realized unless the common share constituted "taxable Canadian
property" as defined by the Act. Generally, a common share will not constitute
taxable Canadian property of a Holder unless he held the common share as
capital property used by him carrying on a business (other than an insurance
business) in Canada, or he or persons with whom he did not deal at arm's
length alone or together held or held options to acquire, at any time within
the five years preceding the disposition, 25% or more of the shares of any
class of the capital stock of the Company.
A Holder who is a resident of the United States and who realizes a capital
gain on a disposition of a common share that was taxable Canadian property
will nevertheless, by virtue of the Treaty, generally be exempt from Canadian
tax thereon unless (a) more than 50% of the value of the common share is
derived from, or for an interest in, Canadian real property, including
Canadian mineral resource properties, (b) the common share formed part of the
business property of a permanent establishment that the Holder has or had in
Canada within the 12 months preceding the disposition, or (c) the Holder (i)
was a resident of Canada at any time within the ten years immediately, and for
a total of 120 months during the 20 years, preceding the disposition, and (ii)
owned the common share when he ceased to be resident in Canada.
A Holder who is subject to Canadian tax in respect of a capital gain realized
on a disposition of a common share must include one half of the capital gain
(taxable capital gain) in computing his taxable income earned in Canada. The
Holder may, subject to certain limitations specified in the Act, deduct one
half of any capital loss (allowable capital loss), arising on disposition of
taxable Canadian property from taxable capital gains realized in the year of
disposition in respect to taxable Canadian property. To the extent the capital
loss is not deducted, it may be deducted from between one half and three
quarters of taxable capital gains realized in any of the three preceding years
or any subsequent year.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
The documents concerning the Company which are referred to in this Form 20-F
may be inspected during regular business hours at the offices of the Company's
subsidiary, International Uranium (USA) Corporation, at Suite 950, 1050 17th
Street, Denver, Colorado, 80265.
59
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FOREIGN CURRENCY EXCHANGE RATE SENSITIVITY
The Company's functional currency is the U.S. dollar, and its activities are
predominantly executed using the U.S. dollar. The Company incurs a small
portion of its expenditures in Canadian and Mongolian currencies; however, it
is not subject to significant operational exposures due to fluctuations in
those currencies.
The Common shares of the Company are currently only listed on The Toronto
Stock Exchange in Canada and thus, the shares are purchased and sold in
Canadian dollars. Therefore, please refer to Item 9 for more information
relating to the Company's share price information and the tables relating to
the U.S./Canadian dollar currency translations.
The Company has not entered into any agreements or purchased any instruments
to hedge any possible currency risks at this time.
INTEREST RATE SENSITIVITY
The Company currently has no significant long-term or short-term debt
requiring interest payments. Thus, the Company has not entered into any
agreement or purchased any instrument to hedge against possible interest rate
risks at this time.
The Company's interest earning investments are primarily short-term, or can be
held to maturity, and thus, any reductions in carrying values due to future
interest rate declines are believed to be immaterial. However, as the Company
has a significant cash or near-cash position, which is invested in such
instruments, reductions in interest rates will reduce the interest income from
these investments.
COMMODITY PRICE SENSITIVITY
The Company can be subject to price risk due to changes in the market value of
uranium and vanadium regarding its future sales revenues and carrying values
relating to its finished goods, ore stockpiles and property holdings.
The Company has entered into future long-term contracts for uranium sales in
the past, thereby reducing its exposure to changes in uranium prices. However,
the Company has sold all of its uranium inventory and uranium supply contracts
at this time and has written off all of its uranium properties. As a result,
only future uranium production, which at this time is expected to be from
alternate feed materials, will be subject to uranium price fluctuations. To
the extent that any such future uranium production is expected to constitute a
significant portion of the Company's revenues, the Company will consider the
possibility of entering into future sales contracts for all or some of such
future production.
The Company's finished goods inventories are recorded at the lower of cost or
net realizable value as of September 30, 2001. The Company currently has some
finished goods inventories of vanadium product.
The Company has not entered into any future vanadium sales contracts at this
time, and therefore its revenue and profits from vanadium sales are subject to
future price changes.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
60
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
There have been no defaults, dividend arrearages or delinquencies.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
There have been no modifications to securities of any class of the Company.
ITEM 15. [RESERVED]
Not applicable.
ITEM 16. [RESERVED]
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
See Pages F-1 through F-14 incorporated herein by reference.
ITEM 18. FINANCIAL STATEMENTS
Not applicable.
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
a) The following consolidated statements, together with the report of
PricewaterhouseCoopers LLP thereon, are filed as part of this 20-F:
Page
----
Index to Consolidated Financial Statements..................................... F-i
Auditors' Report to the Directors ............................................. F-1
Consolidated Balance Sheets at September 30, 2000 and 1999..................... F-2
Consolidated Statements of Operations and (Deficit) Retained Earnings
For the Years Ended September 30, 2000, 1999 and 1998....................... F-3
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2000, 1999 and 1998........................................... F-4
Notes to the Consolidated Financial Statements................................. F-5
All other schedules are omitted because they are not applicable or
because the required information is contained in the Consolidated
Financial Statements or Notes thereto.
b) Documents filed as exhibits to this Annual Report:
Index to Exhibits F-15
Exhibit 1.1 Company's Corporate Structure Chart F-16
61
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this Annual Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
INTERNATIONAL URANIUM CORPORATION
By: /s/ David C. Frydenlund
---------------------------------------------------------------
David C. Frydenlund, Vice President and Chief Financial Officer
Dated: March 29, 2002
--------------------
62
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Auditors' Report to the Directors..................................F-1
Consolidated Balance Sheets at September 30, 2001 and 2000.........F-2
Consolidated Statements of Operations and retained Earnings
For Periods Ended September 30, 2001, 2000 and 1999...........F-3
Consolidated Statements of Cash Flows for the Periods
Ended September 30, 2001, 2000 and 1999.......................F-4
Notes to the Consolidated Financial Statements.....................F-5
F-i
AUDITORS' REPORT TO THE DIRECTORS
We have audited the consolidated balance sheets of International Uranium
Corporation as at September 30, 2001, and 2000 and the consolidated statements
of operations and (deficit) retained earnings, and cash flows for each of the
years in the three year period ended September 30, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with Canadian and United States
generally accepted auditing standards. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at September 30,
2001 and 2000, and the results of its operations and the changes in its cash
flow for each of the years in the three year period ended September 30, 2000,
in accordance with generally accepted accounting principles in Canada.
/s/ PricewaterhouseCoopers LLP
------------------------------
Chartered Accountants
Vancouver, Canada
November 30, 2001
F-1
INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNITED STATES DOLLARS)
AT SEPTEMBER 30
2001 2000
-------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 2,365,344 $ 11,650,600
Short-term investments 11,687,208 -
Trade and other receivables 1,550,238 2,443,063
Inventories (Note 3) 1,886,556 1,913,538
Prepaid expenses and other 205,910 256,688
-------------------------------------------
17,695,256 16,263,889
Properties, plant and equipment, net (Note 4) 3,997,126 4,977,118
Notes receivable 200,000 200,088
Restricted investments (Note 5) 10,525,073 8,870,989
Other asset (Note 6) 3,600,000 2,840,000
-------------------------------------------
$ 36,017,455 $ 33,152,084
===========================================
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities $ 407,390 $ 656,051
Notes payable 16,584 15,830
Deferred revenue 12,197,301 5,036,003
-------------------------------------------
12,621,275 5,707,884
Notes payable, net of current portion 37,174 54,607
Reclamation obligations (Note 7) 12,350,157 12,192,494
Deferred revenue 2,868,815 4,244,000
Deferred credit (Note 6) 4,220,000 4,220,000
-------------------------------------------
32,097,421 26,418,985
-------------------------------------------
SHAREHOLDERS' EQUITY
Share capital (Note 8) 37,449,213 37,439,402
Issued and outstanding (65,600,066 and 65,525,066 shares)
Deficit (33,529,179) (30,706,303)
-------------------------------------------
3,920,034 6,733,099
-------------------------------------------
$ 36,017,455 $ 33,152,084
===========================================
Contingency (Note 12)
ON BEHALF OF THE BOARD
/s/ Ron F. Hochstein /s/ Lukas H. Lundin
Ron F. Hochstein, Director Lukas H. Lundin, Director
The accompanying notes are an integral part of these financial statements
F-2
INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND (DEFICIT) RETAINED EARNINGS
(UNITED STATES DOLLARS)
YEARS ENDED SEPTEMBER 30
2001 2000 1999
---- ---- ----
OPERATIONS
Revenue
Uranium sales $ - $ 12,810,100 $ 9,611,450
Vanadium sales 47,533 2,415,588 146,867
Process milling 762,230 834,484 4,288,515
-----------------------------------------------
Total revenue 809,763 16,060,172 14,046,832
-----------------------------------------------
Costs and expenses
Uranium cost of sales - 10,637,373 8,237,348
Vanadium cost of sales 22,108 2,006,136 150,519
Process milling expenditures 766,961 489,778 2,502,154
Mill stand-by expenditures 2,675,090 2,144,984 1,059,794
Selling, general and administrative 2,222,478 4,044,761 4,445,190
Write-down of inventories (Note 3) - 1,026,415 7,709,170
Change in market value of other asset (Note 6) (760,000) 1,308,875 -
Change in reclamation obligations 157,663 (1,073,206) -
Write-off of Mongolia mineral properties - 10,963,248 -
Write-off of mineral properties - - 7,039,958
Write-off of goodwill - - 541,641
Depreciation 106,533 470,621 316,474
-----------------------------------------------
5,190,833 32,018,985 32,002,248
-----------------------------------------------
Operating loss (4,381,070) (15,958,813) (17,955,416)
Net interest and other income 1,558,194 714,162 857,739
-----------------------------------------------
LOSS FOR THE YEAR (2,822,876) (15,244,651) (17,097,677)
===============================================
Loss per common share $ (0.04) $ (0.23) $ (0.26)
===============================================
(DEFICIT) RETAINED EARNINGS
(Deficit) Retained Earnings, beginning of year (30,706,303) (15,461,652) 1,636,025
Loss for the year (2,822,876) (15,244,651) (17,097,677)
-----------------------------------------------
DEFICIT, END OF YEAR $(33,529,179) $(30,706,303) $(15,461,652)
===============================================
The accompanying notes are an integral part of these financial statements.
F-3
INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNITED STATES DOLLARS)
YEARS ENDED SEPTEMBER 30
2001 2000 1999
---- ---- ----
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Loss for the year $ (2,822,876) $(15,244,651) $(17,097,677)
Items not affecting cash
Depreciation and amortization 872,307 1,094,376 664,633
Loss (Gain) on sale of equipment and land 143,929 4,675 (168,141)
Gain on sale of short-term investments (361,177) - -
Amortization of uranium sales contract purchase cost - - 729,730
Write-down of inventories - 1,026,415 7,709,170
Change in market value of other asset (760,000) 1,308,875 -
Write-off of Mongolia mineral properties - 10,963,248 -
Write-off of mineral properties - - 7,039,958
Write-off of goodwill - - 541,641
Change in reclamation liabilities 157,663 (1,073,206) -
Changes in non-cash working capital items
Decrease (increase) in trade and other receivables 892,826 (216,761) 753,297
Decrease (increase) in inventories 26,983 9,211,253 (10,490,259)
Decrease (increase) in other current assets 50,778 (96,836) (35,568)
(Decrease) increase in other accounts payable and accrued
liabilities (248,662) (1,476,562) 370,773
----------------------------------------------------------
NET CASH (USED IN) PROVIDED BY OPERATIONS (2,048,229) 5,500,826 (9,982,443)
----------------------------------------------------------
INVESTING ACTIVITIES
Purchase of properties, plant and equipment (78,151) (244,957) (2,057,178)
Mongolia mineral properties - (332,063) (912,990)
Proceeds from sale of surplus equipment and land 41,907 627,211 322,660
Purchase of short-term investments (13,070,658) - -
Proceeds from sale of short-term investments 1,744,627 - 11,731
Collection of notes receivable - 1,928 1,522
(Increase) decrease in restricted investments (1,654,084) 473,552 (1,044,166)
----------------------------------------------------------
NET CASH (USED IN) PROVIDED BY INVESTMENT ACTIVITIES (13,016,359) 525,671 (3,678,421)
----------------------------------------------------------
FINANCING ACTIVITIES
(Decrease) increase in notes payable (16,592) (1,001,866) 980,166
Increase in deferred credit - - 4,320,000
Increase in deferred revenue 5,786,113 6,156,562 2,547,830
Exercise of employee stock options 9,811 - -
----------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,779,332 5,154,696 7,847,996
----------------------------------------------------------
(Decrease) increase in cash and cash equivalents (9,285,256) 11,181,193 (5,812,868)
Cash and cash equivalents, beginning of period 11,650,600 469,407 6,282,275
----------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,365,344 $ 11,650,600 $ 469,407
==========================================================
SUPPLEMENTARY CASH FLOW INFORMATION
Cash interest paid 11,719 53,641 113,523
Cash interest received 1,287,957 719,324 786,926
Non-cash investing and financing activities
Transfer of inventory to other asset - - 4,248,875
The accompanying notes are an integral part of these financial statements
F-4
Notes to Consolidated Financial Statements
September 30, 2001, 2000 and 1999
(United States Dollars)
1. ORGANIZATION AND NATURE OF OPERATIONS
International Uranium Corporation and its subsidiaries (the "Company") is a
company engaged in the business of recycling uranium-bearing waste products,
referred to as "alternate feed materials," for the recovery of uranium, alone
or in combination with other metals, as an alternative to the direct disposal
of these waste products. Alternate feed materials are generally ores or
residues from other processing facilities that contain uranium in quantities
or forms that can be recovered at the Company's White Mesa uranium mill (the
"Mill"), located near Blanding, Utah. The Company also owns several uranium
and uranium/vanadium mines and exploration properties that were shutdown
during the 1999 fiscal year. In addition, the Company is engaged in the
selling of uranium recovered from these operations in the international
nuclear fuel market and also sells vanadium and other metals that can be
produced as a co-product with uranium.
2. SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada. Differences with respect
to United States generally accepted accounting principles are disclosed in
Note 14.
a. Basis of consolidation
The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, International Uranium Holdings Corporation,
International Uranium (Bermuda I) Ltd., International Uranium Company
(Mongolia) Ltd., and International Uranium (USA) Corporation.
b. Use of estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires the Company's management to
make estimates and assumptions that affect the amounts reported in these
financial statements and notes thereto. Actual results could differ from those
estimated.
c. Cash and cash equivalents
Cash and cash equivalents consist of cash on deposit and highly liquid
short-term interest bearing securities with maturities at the date of purchase
of three months or less.
d. Income taxes
The Company follows the asset and liability method for accounting for income
taxes. Under this method, future income taxes are recognized for the future
income tax consequences attributable between the financial statement carrying
values and their respective income tax basis (temporary differences). The
resulting changes in the net future tax asset or liability are included in
income. Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to taxable income in the
years in which temporary differences are expected to be recovered or settled.
The effect on future income tax assets and liabilities of a change in tax
rates is included in income in the period that includes the substantial
enactment date. Future income tax assets are evaluated and if realization is
not considered to be "more likely than not", a valuation allowance is
provided.
e. Short-term and restricted investments
Investments are valued at the lower of cost and market value except for
restricted fixed income securities, which are to be held to maturity and are
recorded at amortized cost.
f. Inventories
In-process inventories, which consist of partially processed uranium and
vanadium bearing ores and alternate feed materials, and uranium and vanadium
concentrates are valued at the lower of cost or net realizable value using the
F-5
first-in, first-out method. Consumable parts and supplies are valued at the
lower of weighted average cost or net realizable value.
g. Properties, plant and equipment
Properties, plant and equipment are recorded at the lower of cost and net
realizable value. Plant and equipment are depreciated on a straight-line basis
over their estimated useful lives from three to fifteen years. Plant and
equipment placed on stand-by are depreciated over their remaining lives. Plant
and equipment held for resale are recorded at the lower of cost or net
realizable value and are not depreciated. Gains or losses from normal sales or
retirements of assets are included in other income or expense.
h. Asset impairment
The Company reviews and evaluates its long-lived assets for impairment when
events or changes in circumstances indicate that the related carrying amounts
may not be recoverable. An impairment loss is measured as the amount by which
asset-carrying value exceeds net recoverable amount. Net recoverable amount is
generally determined using estimated future cash flow analysis. An impairment
is considered to exist if total estimated future cash flows on an undiscounted
basis are less than the carrying amount of the asset. An impairment loss is
measured and recorded based on undiscounted estimated future cash flows.
Future cash flows are determined by subtracting production, capital and
reclamation costs from estimated revenues. Estimated revenues are based on
estimated uranium and vanadium prices (considering current and historical
prices, price trends and related factors) and estimates of the pounds of
uranium and vanadium to be produced. Assumptions underlying future cash flow
estimates are subject to risks and uncertainties. Any differences between
significant assumptions and actual market conditions and/or the Company's
performance could have a material effect on the Company's financial position
and results of operations.
i. Environmental protection and reclamation costs
The estimated reclamation liabilities for the Mill, mines and any exploration
properties requiring reclamation are based on the greater of the bonded amount
for each property, as determined by applicable regulatory authorities, and an
engineering estimate, performed by the Company, of the work required to
reclaim the property.
Estimated future decommissioning and reclamation costs are based principally
on existing legal and regulatory requirements. Such costs related to the Mill
are accrued and charged over the expected operating life of the Mill using the
straight-line method. Future reclamation costs for inactive mines are accrued
based on management's best estimate at the end of each period of the
undiscounted costs expected to be incurred at a site. Such cost estimates
include, where applicable, ongoing care and maintenance and monitoring costs.
Changes in estimates are reflected in earnings in the period an estimate is
revised.
j. Foreign currency translation
These consolidated financial statements are denominated in United States
dollars, the Company's functional currency. Substantially all of the Company's
assets and operations are located in the United States, with the exception of
the Gurvan-Saihan Joint Venture in Mongolia. The majority of its costs are
denominated in United States dollars and all of its products for sale are
priced in United States dollars.
Amounts denominated in foreign currencies are translated into United States
dollars as follows:
a. Monetary assets and liabilities at the rates of exchange in
effect at balance sheet dates;
b. Non-monetary assets at historical rates;
c. Revenue and expense items at the average rates for the
period.
The net effect of the foreign currency translation is included in the
statement of earnings.
F-6
k. Earnings per share
Earnings per common share is determined using the weighted average number of
shares outstanding during the year, which for the year ending September 30,
2001 was 65,542,943 shares and for the years ending September 30, 2000 and
1999 was 65,525,066 shares.
l. Revenue recognition
In accordance with normal industry practices, the Company contracts for future
delivery of uranium produced. Sales revenue is recorded in the period that
title passes to the customer along with the risks and rewards of ownership.
Sales of the Company's uranium long-term supply contracts are included in
uranium sales.
Process milling fees are recognized as the applicable material is processed,
in accordance with the specifics of the applicable processing agreement.
Deferred revenues represent processing proceeds received or receivable on
delivery of materials but in advance of the required processing activity.
m. Share options
The Company has a share option plan which is described in Note 8.c. No
compensation expense is recognized when share options are issued or re-priced
at market value. Any consideration on exercise of share options is credited to
share capital.
n. Adoption of new accounting standard
Beginning October 1, 2000, the Company adopted new recommendations of The
Canadian Institute of Chartered Accountants relating to accounting for income
taxes. The new standard requires the use of the asset and liability method for
accounting for income taxes as described in Note 2.d.
Prior to adoption of this new accounting standard, income tax expense was
determined using the deferral method. Under this method, deferred income tax
expense was determined based on "timing differences" (differences between the
accounting and tax treatment of items of expense or income), and were measured
using tax rates in effect in the year the differences originated. Certain
deferred tax assets, such as the benefit of tax losses carried forward, were
not recorded unless there was virtual certainty that they would be realized.
The Company has adopted this standard retroactively and has not recognized any
future tax asset or liability in the current or prior periods as the net
future tax assets are fully offset by a valuation allowance. Accordingly, the
adoption of the new accounting standards does not result in changes to the
prior period financial statements.
o. Reclassifications
Certain amounts in prior years have been reclassified to conform to the 2001
presentation.
3. INVENTORIES
September 30, 2001 September 30, 2000
-------------------------------------------------------------------------
Vanadium concentrates $ 824,119 $ 837,869
In process 20,450 20,450
Parts and supplies 1,041,987 1,055,219
-------------------------------------------------------------------------
$1,886,556 $1,913,538
=========================================================================
In fiscal 2000, the Company wrote-down the carrying value of its uranium and
vanadium inventories to market value by $1,026,415.
F-7
4. PROPERTIES, PLANT AND EQUIPMENT
Accumulated
Depreciation,
Depletion,
Amortization & 2001
Cost Write-offs Net
------------------------------------------------------------------------------------
Mill buildings and equipment $ 6,561,854 $ 3,124,326 $3,437,528
Other machinery and equipment 1,409,884 850,286 559,598
Mineral properties 7,616,865 7,616,865 -
------------------------------------------------------------------------------------
$15,588,603 $11,591,477 $3,997,126
====================================================================================
Accumulated
Depreciation,
Depletion,
Amortization & 2000
Cost Write-offs Net
------------------------------------------------------------------------------------
Mill buildings and equipment $ 6,501,912 $ 2,345,244 $4,156,668
Other machinery and equipment 1,779,346 958,896 820,450
Mineral properties 7,616,865 7,616,865 -
------------------------------------------------------------------------------------
$15,898,123 $10,921,005 $4,977,118
====================================================================================
At September 30, 2001 and September 30, 2000 as a result of the shutdown of
the Company's mining operations, capital assets include other machinery and
equipment held for resale with an aggregate net book value (being the
estimated net realizable value) of $335,018 and $357,877, respectively. These
surplus assets are expected to be sold over time as opportunities for sale
arise, and the actual proceeds to be realized on the sale of the surplus
assets could vary from the carrying value.
5. RESTRICTED INVESTMENTS
Amounts represent cash and fixed income securities the Company has placed on
deposit to secure its reclamation bonds and certain other obligations (Notes 6
and 7).
2001 2000
------------------------------------------------------------
Cash and cash equivalents $ 4,653,849 $ 1,170,504
Fixed income securities 5,871,224 7,700,485
------------------------------------------------------------
$10,525,073 $ 8,870,989
============================================================
6. OTHER ASSET
On September 13, 1999 the Company entered into a uranium concentrates sale and
put option agreement with a third party. The Company transferred 400,000 pounds
U(3)O(8) at a purchase price of $10.80 per pound U(3)O(8) under this agreement
giving the third party the option to put up to an equivalent quantity to the
Company at $10.55 per pound U(3)O(8) at any one time within the period beginning
October 1, 2001 and ending March 1, 2003. The transaction was accounted for as a
deferred credit and the value of the inventory that could be put to the Company
upon exercise of the put option was reclassified as an other asset. A bond (Note
5) secures a portion of the transaction.
The carrying amount of the other asset is adjusted to the lower of cost or
market value at the balance sheet date. Changes in market value are reflected
in the statement of operations.
In fiscal 2000, based on uranium prices at the time, and future projections,
the other asset and offsetting deferred credit were written down by a net of
$1,308,875. This was the result of the other asset being written down from
F-8
$10.62 to $7.10 per pound U(3)O(8). In addition, the sale price of $10.80 was
written down to the put value of $10.55 per pound U(3)O(8).
In fiscal 2001, as a result of an increase in the uranium market price, the
other asset was increased from $7.10 to $9.00 per pound U(3)O(8) resulting in a
gain of $760,000.
7. PROVISIONS FOR RECLAMATION
Estimated future decommissioning and reclamation costs of the Mill and mining
properties are based principally on legal and regulatory requirements. At
September 30, 2001 and September 30, 2000, $12,350,157 and $12,192,494,
respectively, were accrued for reclamation costs. The Company has posted bonds
in favor of the United States Nuclear Regulatory Commission and the applicable
state regulatory agencies as partial security for these liabilities and has
deposited marketable securities on account of these obligations (Note 5).
Elements of uncertainty in estimating reclamation and decommissioning costs
include potential changes in regulatory requirements, decommissioning and
reclamation alternatives. Actual costs will differ from those estimated and
such differences may be material.
8. SHARE CAPITAL
a. Authorized - unlimited number of common shares.
b. Issued and outstanding
Shares
2001 2000 1999
-------------------------------------------------------------------------------------
Beginning of year 65,525,066 65,525,066 65,525,066
Employee stock options exercised 75,000 - -
-------------------------------------------------------------------------------------
End of year 65,600,066 65,525,066 65,525,066
=====================================================================================
Amount
2001 2000 1999
-------------------------------------------------------------------------------------
Beginning of year $37,439,402 $37,439,402 $37,439,402
Employee stock options exercised 9,811 - -
-------------------------------------------------------------------------------------
End of year $37,449,213 $37,439,402 $37,439,402
=====================================================================================
c. Share options
The Company has adopted a share option plan under which the Board of Directors
may from time to time grant to directors, officers, key employees and
consultants of the Company, options to purchase shares of the Company's common
stock. These options are intended to advance the interests of the Company by
providing eligible persons with the opportunity, through share options, to
acquire an increased proprietary interest in the Company. Options granted
under the share option plan generally have an exercise price of the fair
market value of such shares on the date of grant. All outstanding options
granted to date vest immediately and expire three years from the date of the
grant of the option.
F-9
Share option transactions were as follows:
Shares
2001 2000 1999
-------------------------------------------------------------------------------------------------
Beginning of year 4,280,000 3,389,000 2,814,000
Granted 200,000 3,605,000 900,000
Exercised (75,000) - -
Expired (35,000) (2,714,000) (325,000)
-------------------------------------------------------------------------------------------------
End of year 4,370,000 4,280,000 3,389,000
=================================================================================================
Weighted average exercise prices were as follows:
2001 2000 1999
-------------------------------------------------------------------------------------------------
Beginning of year Cdn $0.32 Cdn $1.03 Cdn $1.11
Granted Cdn $0.26 Cdn $0.24 Cdn $0.75
Exercised Cdn $0.20 - -
Expired Cdn $0.20 Cdn $1.10 Cdn $0.94
-------------------------------------------------------------------------------------------------
End of year Cdn $0.32 Cdn $0.32 Cdn $1.03
=================================================================================================
Share options outstanding and exercisable as of September 30, 2001 were as
follows:
Options Outstanding and Exercisable
-----------------------------------------------------------------------------------------------
Average Remaining Weighted Average
Number Outstanding Contractual Life (Years) Exercise Price
-----------------------------------------------------------------------------------------------
Exercise price
Cdn $0.20 3,245,000 1.6 Cdn $0.20
Cdn $0.26 200,000 2.6 Cdn $0.26
Cdn $0.75 925,000 0.5 Cdn $0.75
-----------------------------------------------------------------------------------------------
4,370,000 1.3 Cdn $0.32
===============================================================================================
Outstanding options expire between January 2002 and May 2004.
9. INCOME TAXES
Reconciliation 2001
Combined basic rate 40%
Loss from operations 2,822,876
---------------------------------------------------------------------------
Income tax recovery at basic rate 1,129,950
Change in valuation allowance (1,116,563)
Other (12,587)
---------------------------------------------------------------------------
Tax expense per consolidated financial statements -
===========================================================================
Future income tax assets
Tax losses carried forward 2,532,076
Inventory 456,036
Mineral properties 1,444,766
Deferred revenue 4,815,913
Other 448,623
---------------------------------------------------------------------------
9,697,414
Future income tax liability
Capital assets (881,176)
Valuation allowance (8,816,238)
---------------------------------------------------------------------------
Net future income taxes -
===========================================================================
Non-capital loss carry forwards for Canadian tax purposes of approximately
$1,864,000 begin to expire in 2003. For U.S. income tax purposes, loss carry
forwards of approximately $4,251,000 begin to expire in 2015 unless utilized.
F-10
10. SEGMENTED INFORMATION
a. Geographic information
2001 2000 1999
------------------------------------------------------------------------
Revenue
United States $809,763 $16,060,172 $14,046,832
------------------------------------------------------------------------
$809,763 $16,060,172 $14,046,832
========================================================================
Net loss
Canada $ (189,151) $ (267,297) $ (463,753)
United States (2,440,296) (3,983,443) (16,580,589)
Mongolia (193,429) (10,993,911) (53,335)
------------------------------------------------------------------------
$(2,822,876) $(15,244,651) $(17,097,677)
========================================================================
Property, plant and equipment, net
United States $3,913,765 $4,720,795 $6,357,892
Mongolia 83,361 256,323 432,735
-----------------------------------------------------------------------------------
$3,997,126 $4,977,118 $6,790,627
===================================================================================
b. Major Customers
The Company's business is such that, at any given time, it sells its uranium
and vanadium concentrates to and enters into process milling arrangements with
a relatively small number of customers. The customers with whom it does
business vary substantially from year to year. During the year ended September
30, 2001, a process milling customer accounted for 75% of total revenues.
Accounts receivable from any individual customer will exceed 10% of total
accounts receivable on a regular basis.
11. RELATED PARTY TRANSACTIONS
a. During the year ended September 30, 2001, the Company
incurred legal fees of $8,402 with a law firm of which a
partner is a director of the Company. Legal fees incurred
with this law firm were $16,606 for the year ended September
30, 2000 and $12,524 for the year ended September 30, 1999.
b. During the year ended September 30, 2001, the Company
incurred management and administrative service fees of
$90,000 with a company owned by the Chairman of the Company
which provides office premises, secretarial and other
services in Vancouver. Amounts due to this company were
$7,500 as of September 30, 2001 (2000 - nil). Management and
administration fees incurred with this company were $90,000
for the year ended September 30, 2000 and $94,108 for the
year ended September 30, 1999.
F-11
c. During the period ended September 30, 1997, the Company
loaned $200,000 to an officer of the Company in order to
facilitate relocation to the Company headquarters. This loan
is non-interest bearing and is payable on the earlier of
termination of employment or September 30, 2002. The loan is
secured by the officer's personal residence.
12. CONTINGENCY
The Company has detected some chloroform contamination at the Mill site that
appears to have resulted from the operation of a temporary laboratory facility
that was located at the site prior to and during the construction of the Mill
facility. The source and extent of this contamination are currently under
investigation, and a corrective action plan, if necessary, is yet to be
devised. Although the investigations to date indicate that this contamination
appears to be contained in a manageable area, the scope and costs of
remediation have not yet been determined and could be significant.
The Company is required to comply with environmental protection laws and
regulations and permitting requirements, and the Company anticipates that it
will be required to continue to do so in the future. Although the Company
believes that its operations are in compliance, in all material respects, with
all relevant permits, licenses and regulations involving worker health and
safety as well as the environment, the historical trend toward stricter
environmental regulation may continue. The uranium industry is subject to not
only the worker health and safety and environmental risks associated with all
mining businesses, but also to additional risks uniquely associated with
uranium mining and milling. The possibility of more stringent regulations
exists in the area of worker health and safety, the disposition of wastes, the
decommissioning and reclamation of mining and milling sites, and other
environmental matters, each of which could have a material adverse effect on
the costs of reclamation or the viability of the operations.
13. FINANCIAL INSTRUMENTS
a. Credit risk
Financial instruments that potentially subject the Company to a concentration
of credit risk consist of cash and cash equivalents, short-term investments
and accounts receivable. The Company deposits cash and cash equivalents with
high credit quality financial institutions, principally in money market funds,
which, may at certain times exceed federally insured levels. The Company's
short-term investments consist of investments in U.S. government bonds,
commercial paper and high-grade corporate bonds with maturities extending
beyond 90 days and marketable securities. The Company's accounts receivable
are derived from customers primarily located in the United States. The Company
performs ongoing credit evaluation of its customers' financial condition and,
in most cases, requires no collateral from its customers. The Company will
maintain an allowance for doubtful accounts receivable in those cases where
the expected collectability of accounts receivable is in question.
At September 30, 2001, one customer accounted for 83% of accounts receivable.
At September 30, 2000, the same customer accounted for 87% of the accounts
receivable.
b. Fair values
At September 30, 2001 and 2000, the fair values of cash and cash equivalents,
trade and other receivables, approximates their carrying values because of the
short-term nature of these instruments.
The fair values of short-term investments, consisting of U.S. government
bonds, commercial paper, corporate bonds and marketable securities,
approximate carrying values. Notes receivable and notes payable are at market
terms and accordingly, fair values approximate carrying values.
The fair value of cash and cash equivalents and fixed income securities
classified as restricted investments approximated carrying values.
14. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES
AND PRACTICES
The consolidated financial statements have been prepared in accordance with
accounting principles and practices generally accepted in Canada ("Canadian
GAAP") which differ in certain respects from those principles and practices
that the Company would have followed had its consolidated financial statements
been prepared in
F-12
accordance with accounting principles and practices generally accepted in the
United States ("U.S. GAAP"). The tables below only address measurement
differences between Canadian and U.S. GAAP.
Consolidated Balance Sheets
2001 2000
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Properties, plant and equipment, net
Canadian basis $3,997,126 $4,977,118
Depreciation of assets held for resale (e) 223,234 223,234
--------------------------------------------------------------------------------------
U.S. basis $4,220,360 $5,200,352
======================================================================================
Notes receivable
Canadian basis $ 200,000 $ 200,088
Shareholder loan reclassification (c) (200,000) (200,000)
--------------------------------------------------------------------------------------
U.S. basis $ 0 $ 88
======================================================================================
Share capital
Canadian basis $37,449,213 $37,439,402
Shareholder loan reclassification (c) (200,000) (200,000)
Amalgamation (d) (615,970) (615,970)
---------------------------------------------------------------------------------------
U.S. basis $36,633,243 $36,623,432
=======================================================================================
Deficit
Canadian basis $(33,529,179) $(30,706,303)
Amalgamation (d) 615,970 615,970
Depreciation of assets held for resale (e) 223,234 223,234
---------------------------------------------------------------------------------------
U.S. basis $(32,689,975) $(29,867,099)
=======================================================================================
Consolidated Statements of Earnings
2001 2000 1999
---------------------------------------------------------------------------------------
Net loss under Canadian GAAP $(2,822,876) $(15,244,651) $(17,097,677)
Write-off of Mongolia mineral properties - 10,963,248 (4,802,289)
Write-off of mineral properties - - 1,005,022
Exploration expenditures - (332,063) (912,990)
Capitalized depreciation - (146,886) (70,377)
Goodwill - - 572,439
Depreciation of assets held for resale - 207,462 15,772
---------------------------------------------------------------------------------------
Net loss under U.S. GAAP $(2,822,876) $(4,552,890) $(21,290,100)
=======================================================================================
Basic/diluted net loss per share,
U.S. GAAP $ (0.04) $ (0.07) $ (0.32)
=======================================================================================
Consolidated Statements of Cash Flows
Cash (used in) provided by operations under Canadian GAAP $ (1,564,604) $ 5,500,826 $(99,982,443)
Exploration expenditures - (332,063) (912,990)
---------------------------------------------------------------------------------------------------------------------
Cash (used in) provided by operations under U.S. GAAP $ (1,564,604) $ 5,168,763 $(10,895,433)
=====================================================================================================================
Cash used in investing activities under Canadian GAAP $(13,499,984) $(4,401,675) $ (3,678,421)
Exploration expenditures - 332,063 912,990
---------------------------------------------------------------------------------------------------------------------
Cash used in investing activities under U.S. GAAP $(13,499,984) $(4,069,612) $ (2,765,431)
=====================================================================================================================
F-13
a. Under Canadian GAAP, the Company determined that the carrying amount
of its Mongolian mineral properties was not impaired at September 30,
1999, based on an estimated resource of approximately 22.5 million
pounds of uranium. U.S. GAAP and SEC rules require the impairment
analysis to be based on proven or probable reserves, therefore, the
carrying amount of the Mongolian mineral properties have been written
off for U.S. GAAP purposes in 1999.
b. Under Canadian GAAP, the Company defers the property holding costs
and ongoing exploration expenditures on properties still in the
exploration stage and carries these as assets until the results of
the exploration projects are known. If a project is successful, the
costs of the property and the related exploration and development
expenditures will be amortized over the life of the property
utilizing the units-of-production method. If the project is
unsuccessful, the mining property and the related exploration
expenditures net of any recoveries on disposition of the properties
or related assets are written off. Under U.S. GAAP, these costs are
expensed as incurred.
c. SEC practices require shareholder loans to be classified as a
deduction from shareholders' equity.
d. Under Canadian GAAP, the amalgamation of the Company with Thornbury
has been accounted for as an acquisition of Thornbury resulting in
the recording of goodwill. Under U.S. GAAP, the transaction has been
accounted for as a recapitalization whereby the net monetary assets
of Thornbury would be recorded at fair value, except that no goodwill
or other intangibles would be recorded. The goodwill recorded under
Canadian GAAP has been applied to reduce the share capital of the
Company under U.S. GAAP.
e. Under Canadian GAAP, the Company's surplus assets continue to be
depreciated. Under U.S. GAAP, assets held for resale are recorded at
the lower of cost or net realizable value and are not depreciated.
f. Under U.S. GAAP, comprehensive loss consists of net loss only.
g. The Canadian Institute of Chartered Accountants recently issued
Sections 3062 - Goodwill and Other Intangible Assets and 3870 - Stock
Based Compensation and Other Stock Based Payments, both of which are
effective for fiscal years beginning on or after January 1, 2002 and
Section 1581 - Business Combinations which is effective for fiscal
years beginning on or after July 1, 2001. The Financial Accounting
Standards Board recently issued FAS 141 - Business Combinations which
is effective for fiscal years beginning after July 1, 2001, FAS 142 -
Goodwill and Other Intangible Assets which is effective for fiscal
years beginning after December 15, 2001, FAS 143 - Accounting for
Asset Retirement Obligations which is effective for fiscal years
beginning after June 30, 2002 and FAS 144 - Accounting for the
Impairment or Disposal of Long-Lived Assets which is effective for
fiscal years beginning after December 31, 2001. The impact of the
adoption of these standards is not expected to be material.
F-14
Index to Exhibits
EXHIBIT
NUMBER DESCRIPTION
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1.1 Company's Corporate Structure Chart
F-15