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, 2003
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, 2003
-------------- ------------------------
Common Stock, Without Par Value 68,970,066 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,
exploration risks, 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 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));
DOE United States Department of Energy;
$ 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;
FUSRAP Formerly Utilized Sites Remedial Action Program;
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 is solution mining that is
confined to mineralized horizons and does not involve
excavation and removal of mineralized rock or
subsequent processing of such 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 uranium
mineralization, and the solution is then processed to
recover contained uranium.
2
MINERALIZATION Means a natural aggregate of one or more metallic
minerals;
MINERAL DEPOSIT OR Is a mineralized body which has been delineated by
MINERALIZED MATERIAL 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;
NRC The United States Nuclear Regulatory Commission;
NSR ROYALTY An acronym for Net Smelter Returns Royalty, which
means the amount actually paid to the mine or mill
owner from the sale of ore, minerals and other
materials or concentrates mined and removed from
mineral properties. This type of royalty provides
cash flow that is free of any operating or capital
costs;
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 remaining mineralized material at the time the
properties were shut down;
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 can 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 commercial value have been
extracted;
TON A short ton (2,000 pounds);
TONNE A metric tonne (2,204.6 pounds);
UDEQ State of Utah Department of Environmental Quality;
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 from an in situ leach facility.
Yellowcake typically contains approximately 90%
U(3)O(8) from conventional mineralized material.
3
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
4
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, 2003, 2002, 2001, 2000 and 1999, 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
FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED FISCAL YEAR ENDED
SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30 SEPTEMBER 30
2003 2002 2001 2000 1999
--------------------------------------------------------------------------------------------------------------------------------
Revenues $ 12,550,018 $ 6,830,137 $ 809,763 $ 16,060,172 $ 14,046,832
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Net income (loss)
--------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 5,533,152 $ 184,990 $ (2,822,876) $ (15,244,651) $ (17,097,677)
--------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 4,295,067 $ (353,907) $ (2,822,876) $ (4,552,890) $ (21,290,100)
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Basic/diluted income
(loss) per equity share
--------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 0.08 $ - $ (0.04) $ (0.23) $ (0.26)
--------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 0.06 $ (0.01) $ (0.04) $ (0.07) $ (0.32)
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Total assets
--------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 25,616,252 $ 32,379,270 $ 36,017,455 $ 33,152,084 $ 45,891,809
--------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 24,991,779 $ 32,063,607 $ 36,040,689 $ 33,175,318 $ 35,223,282
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Net Assets
--------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 10,124,496 $ 4,122,420 $ 3,920,034 $ 6,733,099 $ 21,977,750
--------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 8,570,748 $ 3,806,757 $ 3,943,268 $ 6,756,333 $ 11,309,223
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Capital stock
--------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 37,935,533 $ 37,466,609 $ 37,449,213 $ 37,439,402 $ 37,439,402
--------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 37,319,563 $ 36,850,639 $ 36,633,243 $ 36,623,432 $ 36,623,432
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Number of shares 68,970,066 65,735,066 65,600,066 65,525,066 65,525,066
outstanding
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
Dividends declared $ - $ - $ - $ - $ -
--------------------------------------------------------------------------------------------------------------------------------
B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable.
5
D. RISK FACTORS
The following risk factors should be considered in connection with any
investment in the Company.
NATURE OF MINERAL EXPLORATION AND MINING
During fiscal 2002 the Company initiated a precious and base metals exploration
program in Mongolia, and in the first quarter of fiscal 2004 a uranium
exploration program in Canada. The exploration and development of mineral
deposits involves significant financial and other risks over an extended period
of time, which even a combination of careful evaluation, experience and
knowledge may not eliminate. While discovery of a precious, base metal or
uranium deposit may result in substantial rewards, few properties which are
explored are ultimately developed into producing mines. Major expenses are
required to establish reserves by drilling and to construct mining and
processing facilities at a site. The Company's exploration properties are all at
the exploration stage and do not contain any reserves at this time. It is
impossible to ensure that the current or proposed exploration programs on
properties in which the Company has an interest will result in the delineation
of mineral deposits or in profitable commercial mining operations.
The operations of the Company are subject to the hazards and risks normally
incident to exploration, development and production of uranium, precious and
base metals, any of which could result in damage to life or property,
environmental damage and possible legal liability for such damage. The
activities of the Company may be subject to prolonged disruptions due to weather
conditions depending on the location of operations in which the Company has
interests. Hazards, such as unusual or unexpected geologic formations, rock
bursts, pressures, cave-ins, flooding or other conditions may be encountered in
the drilling and removal of material. While the Company may obtain insurance
against certain risks, the nature of these risks are such that liabilities could
exceed policy limits or could be excluded from coverage. There are also risks
against which the company cannot insure or against which it may elect not to
insure. The potential costs which could be associated with any liabilities not
covered by insurance, or in excess of insurance coverage, or compliance with
applicable laws and regulations may cause substantial delays and require
significant capital outlays, adversely affecting the future earnings and
competitive position of the Company and, potentially its financial viability.
Whether a uranium, precious or base metal deposit will be commercially viable
depends on a number of factors, some of which are: the particular attributes of
the deposit, such as its size and grade; costs and efficiency of the recovery
methods that can be employed; proximity to infrastructure; financing costs; and
governmental regulations, including regulations relating to prices, taxes,
royalties, infrastructure, land use, importing and exporting of gold and
environmental protection. The effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Company not
receiving an adequate return on its invested capital.
ABILITY TO DEVELOP ALTERNATE FEED BUSINESS
A major focus of the Company is the continuing development of the alternate
feed, uranium-bearing waste recycling business. The alternate feed business has
helped to offset Mill and mine standby costs, but has not itself generated
sufficient revenues to result in sustained profitability for the Company. In
order for the Company to become profitable solely from 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 be
profitable in the future solely from this business. There can be no guarantee or
assurance that the Company will be successful in developing the necessary
backlog, or that the Urizon joint venture will be successful (see "Urizon Joint
Venture"), or that the Company will otherwise be successful at this business
initiative.
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
6
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 State 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.
The Company has detected some chloroform contamination in the perched
groundwater zone at the Mill site. The contamination 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, and septic
drainfields that were used for laboratory and sanitary wastes prior to
construction of the Mill's tailings cells. See "Item 8. Financial Information -
Legal Proceedings." The source and extent of this contamination are currently
under investigation, and interim measures have been instituted in order to
contain the contamination and to pump contaminated groundwater into the Mill's
tailings cells. A final corrective action plan, if necessary, has not yet been
developed. 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, and for so long as the Company remains owner thereof,
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 funding, and variations 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.
7
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.
There can be no assurance that such license amendments will be issued by
applicable regulatory authorities. 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 rely on the efforts and abilities of certain
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 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, the Company has
had a limited history of operations. There can be no assurance that the
Company's operations will continue to 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 U(3)O(8) and V(2)O(5).
Uranium and vanadium prices are subject to fluctuation. The prices of uranium
and vanadium have been and will continue to be affected by numerous factors
beyond the Company's control. With respect to uranium, such factors include the
demand for nuclear power, political and economic conditions in uranium producing
and consuming countries, and uranium production levels and costs of production.
During fiscal 2003, U(3)O(8) prices started at $9.75 per pound U(3)O(8) in
September 2002, and then increased to $12.20 per pound in September 2003, and to
$15.50 to $15.60 per pound in February 2004. Throughout most of the fiscal year,
vanadium prices continued to be in the lower range of their historical values,
trading from $1.25 to $1.90 per pound V(2)O(5); however, in the past six months
vanadium prices have increased to the $3.00 to $3.75 per pound V(2)O(5) range as
of February 2004.
MONGOLIAN PROPERTIES
The Company owns an interest in a Mongolian uranium joint venture, which owns
uranium properties in Mongolia, and the Company has also initiated a precious
and base metals exploration program in Mongolia. As with any foreign operation,
these Mongolian properties and interests may be subject to certain risks, such
as adverse political and economic developments in Mongolia, foreign currency
controls and fluctuations, as well as risks of war and civil disturbances. Other
events may limit or disrupt activities on these properties, restrict the
movement of funds, result in a deprivation of contract rights or the taking of
property by nationalization or expropriation without fair compensation,
increases in taxation or the placing of limits on repatriations of earnings. No
assurance can be given that current policies of Mongolia or the political
situation within that country will not change so as to adversely affect the
value or continued viability of the Company's interest in these Mongolian
assets.
8
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 eventual closure of 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 Highly Enriched Uranium ("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 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 an enrichment
level suitable for use in nuclear power plants. During 1995, the United States
also amended its 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 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 estimates 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.
9
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,
applicable regulatory requirements result in additional costs that must be
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 February 17, 2004, this includes approximately
$49,300,000 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."
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
DESCRIPTION OF BUSINESS
The Company is engaged primarily in uranium exploration and 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 sells 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 owns several uranium and uranium/vanadium mines that have been shut down
pending further improvements in commodity prices. See "Current Operations". In
addition, the Company is engaged in precious and base metal exploration in
Mongolia. See "Mongolian Precious and Base Metals Properties."
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." The Company
operates under the Act.
10
The head office of the Company is located at 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. 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
uranium mineralization in Mongolia.
Due to deteriorating commodity prices at the time and other factors, the Company
ceased its uranium mining and exploration activities in 1999, and shut down all
of its mines and its Mongolian uranium joint venture. However, as a result of
recent increases in uranium prices, the Company has acquired uranium exploration
properties in Canada and commenced an exploration program on certain of those
properties in early fiscal 2004. While the Company is currently evaluating the
possibility of recommencing its uranium exploration program in Mongolia, further
increases in both uranium and vanadium prices above current levels would be
required in order for the Company to consider recommencing its U.S. mining
activities, which have a higher cost of production.
The Company has initiated a precious and base metals exploration program in
Mongolia. The Company currently intends to maintain this program through fiscal
2004, but is also evaluating opportunities to possibly sell or joint venture all
or a portion of its base and precious metals properties to one or more other
parties. See "Exploration for Precious and Base Metals in Mongolia."
In addition to its uranium and base and precious metals exploration programs,
the Company continues to devote significant resources to the development of the
alternate feed, uranium-bearing waste recycling business. While the Company has
had considerable success to date in this initiative, and the alternate feed
business has helped to offset Mill and mine standby costs, the Company has not
to date developed a sufficient backlog of alternate feed business to result in
sustained profitable operations for the Company solely from this business.
Developing this backlog will continue to be a major focus of the Company. See
"Alternate Feed Processing."
SUMMARY OF PRINCIPAL ASSETS OF THE COMPANY
UNITED STATES ASSETS
The Company's principal assets in the United States are 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
southwestern Colorado and Utah border. See "Colorado Plateau
District."
- the Bullfrog project, a uranium deposit in south central Utah.
See "Other U.S. Mineral Properties."
- various uranium waste processing contracts and joint venture
contracts. See "Alternate Feed Processing" and "Urizon Joint
Venture."
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CANADIAN ASSETS
In Canada, the Company has the following assets:
- the Moore Lake uranium exploration property.
- the Lazy Edward Bay uranium exploration property.
In addition, the Company has signed a letter of intent to earn an interest in
the Crawford Lake uranium project, which is subject to signing of formal
agreements and regulatory approval. See "Canadian Uranium Exploration
Properties."
MONGOLIAN PROPERTIES
The Company has the following assets in Mongolia:
- a 70% interest in the Gurvan-Saihan Joint Venture. The other
parties are the Mongolian Government as to 15% and
Geologorazvedka, a Russian geological concern, as to the
remaining 15%. As of February 17, 2004, the Gurvan-Saihan Joint
Venture holds 1.04 million hectares of uranium exploration
properties in Mongolia. See "Mongolian Uranium Property."
- Gold and base metals exploration properties, totaling 1.62
million hectares, as of February 17, 2004. See "Mongolian
Precious and Base Metals Properties."
PRINCIPAL CAPITAL EXPENDITURES AND DIVESTITURES
The Company's principal capital expenditures during the last three fiscal years
have been $1,895,062 for its Mongolian mineral properties (all of which was
expended on the Company's precious and base metals exploration program in
Mongolia) and $368,321 for its U.S. operations. In addition, the Company
contributed $1,500,000 in cash together with its technology license to the
Urizon Joint Venture. During this same time period the Company raised proceeds
of approximately $313,000 from the sale of surplus mining equipment, resulting
in a total net gain of $71,260. In addition, due to a significant deterioration
in the market price of uranium and vanadium during the period 1999-2002, the
Company has written off its entire investment in its Mongolian uranium joint
venture and its U.S. mining properties. The Company expects to finance the
development of the alternate feed business, which continues to be a major focus
of the Company in the United States, through internal sources, and its precious
and base metals exploration program in Mongolia through internal sources or
possibly sell or joint venture all or a portion of such properties to one or
more other parties. The Company expects to finance its uranium exploration
program in Canada and Mongolia through the issuance of equity by the Company. To
this end, the Company raised gross proceeds of Cdn $12.25 million through the
issuance of equity in the first quarter of fiscal 2004. See "Canadian Uranium
Exploration Properties," "Mongolian Precious and Base Metals Properties" and
"Financing Activities."
HISTORY OF URANIUM MINING OPERATIONS
The Company commenced conventional uranium/vanadium 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 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
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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 at the time 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. Uranium prices have since improved, and the Company has
initiated a uranium exploration program in Canada (See "Canadian Uranium
Exploration Properties"), and is evaluating the possibility of recommencing its
Mongolian uranium exploration program. However, the Company currently intends to
continue to maintain its U.S, uranium mining properties on shutdown status,
since its U.S. mines have a higher cost of production, pending further
improvements in commodity markets. The Company also closed its Colorado Plateau
mining office in fiscal 1999 and Arizona mining office in fiscal 2000.
B. BUSINESS OVERVIEW
CURRENT OPERATIONS
Due to deteriorating commodity prices at the time and other factors, the Company
ceased its uranium mining and exploration activities in 1999/2000, and shut down
all of its mines and its Mongolian uranium joint venture indefinitely, pending
significant improvements in commodity prices. During that time period, the
Company focused its resources primarily on the continuing development of the
alternate feed, uranium-bearing waste recycling business, and the Company
initiated a precious and base metals exploration program in Mongolia. See
"Alternate Feed Processing" and "Mongolian Precious and Base Metals Properties."
However, uranium prices have risen significantly in late fiscal 2003 and to date
in fiscal 2004. As a result of these recent increases in uranium prices, the
Company acquired uranium exploration properties in the Athabasca Region of
Saskatchewan, Canada, which presently accounts for over one-third of the world's
annual uranium production, and commenced an exploration program on certain of
those properties in early fiscal 2004. See "Canadian Uranium Exploration
Properties." While the Company is currently evaluating the possibility of
recommencing its uranium exploration program in Mongolia, further increases in
both uranium and vanadium prices above current levels would be required in order
for the Company to consider recommencing its U.S. mining activities, which have
a higher cost of production.
In addition to its uranium and base and precious metals exploration programs,
the Company will continue to devote significant resources to the continuing
development of the alternate feed, uranium-bearing waste recycling business. See
"Alternate Feed Processing."
To reduce overhead and stand-by expenditures, the Company has reduced the White
Mesa Mill staff from a typical stand-by crew of 20 to 25 personnel to 15
personnel. At its Denver office, the Company has reduced staffing and relocated
some functions to the White Mesa Mill and to its office in Vancouver, B.C.
ALTERNATE FEED PROCESSING OVERVIEW
During fiscal 2003, the Company continued to receive uranium bearing monazite
sands from Heritage Minerals, Inc. in New Jersey, and materials under its
existing contract with Cameco Corporation, and under its existing Formerly
Utilized Sites Remedial Action Program ("FUSRAP") contracts for the Ashland 1
and Linde sites, both near Buffalo, New York. During fiscal 2003 the Company
received approximately 3,300 tons of material from the Ashland 1 site, which,
together with amounts received in previous fiscal years, total approximately
172,800 tons received. This amount exceeds the original estimates for the
Ashland 1 project of approximately 100,000 tons. During fiscal 2003 the Company
also received approximately 36,100 tons of material from the Linde site, which
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together with material received from that site in previous fiscal years totals
approximately 115,600 tons of material received from that site. The Company
currently expects to receive an additional 45,000 tons of material from the
Linde site. This total expected amount from the Linde project of approximately
160,000 tons exceeds the original estimate of 75,000 tons from that site. In
addition, in fiscal 2003, the Company received approximately 11,500 tons of
material from Molycorp Inc's Mountain Pass facility in California. All of the
Ashland 1, Heritage and Molycorp materials, as well as all of the Linde
materials that had been received by the Mill at the time were processed during
the last Mill run, which commenced in June 2002 and ended in May, 2003. A total
of 266,690 tons of materials were processed during that Mill run, of which
88,338 tons were processed in fiscal 2002 and 178,352 tons were processed in
fiscal 2003. As of December 31, 2003, the Mill has approximately 39,000 tons of
Linde alternate feed material that will be processed during the next mill run.
The timing of the next mill run will depend on a number of factors such as the
uranium price, and the amount of materials that will have been received on site.
The Company intends to continue to devote significant resources to the
development of the alternate feed, uranium-bearing waste recycling business.
While the Company has had considerable success to date in this initiative, and
the alternate feed business has helped to offset Mill and mine standby costs,
the Company has not to date developed a sufficient backlog of alternate feed
business to result in sustained profitable operations for the Company solely
from this business. Developing this backlog will continue to be a major focus of
the Company. See "Alternate Feed Processing."
Process milling of alternate feeds and related activities generated revenues of
$12,415,001, which is close to 100% of the Company's fiscal 2003 revenues. The
alternate feed processing activities in fiscal 2003 consisted primarily of the
receipt, sampling and analysis and processing of Ashland 1, Linde, Heritage and
Molycorp materials. 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 2001, 2002 and 2003,
process milling fees from alternate feed production and related activities
combined with revenues derived from uranium produced from alternate feed
materials were, $762,230, $6,830,137 and $12,415,001, respectively,
representing, 94%, 100% and close to 100% 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, 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 2003. As mentioned below (see "Marketing"), the Company has
sold all of its uranium inventory and uranium contracts, and all but $838,474 of
its vanadium inventories. It is therefore expected that future operating
revenues will be primarily from the Company's alternate feed business, or, if
commodity prices improve enough to justify production from the Company's U.S.
uranium properties, from future uranium production.
URANIUM EXPLORATION AND DEVELOPMENT
In the area of uranium exploration and uranium property development, the Company
did not undertake any exploration activities in fiscal 2003. However, as a
result of recent increases in uranium prices, the Company acquired interests in
uranium exploration properties in Canada in early fiscal 2004, and commenced an
exploration program on certain of those properties in fiscal 2004. See "Canadian
Uranium Exploration Properties" and "The Uranium Industry."
Due to the depressed uranium market at the time and then current market
forecasts, the Company shut down the field operations at the Gurvan-Saihan Joint
Venture in fiscal 2000, which is the Company's uranium development and
exploration program in Mongolia. 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 "Mongolian Uranium Property." The Company's office
in Ulaanbaatar was downsized during fiscal 2000 but has been maintained, and is
being utilized to support the Company's precious and base metals exploration
program in Mongolia. See "Mongolian Precious and Base Metals Properties." With
higher uranium prices, the Company is evaluating restarting its uranium
exploration program activity on the Gurvan-Saihan Joint Venture.
In addition, due to the depressed uranium market at the time, 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.
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MARKETING
Given the depressed uranium market at the time and then 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 2002 or sell any uranium
in fiscal 2003. The Company continues to hold approximately 424,000 pounds of
vanadium, as black flake, and approximately 144,000 pounds of vanadium, as
vanadium pregnant liquor. Over the past six months, vanadium prices have
improved and are currently trading in the range of $3.00 to $3.75 per pound
V(2)O(5). The Company is continuing to evaluate opportunities to sell its
inventory.
MOAB TAILINGS PROJECT INITIATIVE
The Moab tailings pile contains an estimated 12 million tons of mill tailings,
mill debris, 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. In December 2002, the DOE announced the
initiation of an Environmental Impact Statement ("EIS") for the remediation of
the tailings pile, in which it will evaluate several alternatives, including the
relocation of the Moab tailings pile to the White Mesa Mill by slurry pipeline.
In May 2003, the Company presented the White Mesa option for inclusion in the
DOE's EIS. The EIS is expected to be completed by the end of 2004, at which time
a preferred option will be recommended by DOE. See "Moab Tailings Project."
PRECIOUS AND BASE METALS EXPLORATION PROGRAM
During fiscal 2002 the Company commenced an exploration program for precious and
base metals in Mongolia. As of February 17, 2004, the Company's land holdings
for the precious and base metals exploration program was consolidated to a total
of 1.62 million hectares, including 45,000 hectares held under a purchase option
from a third party. The Company conducted field campaigns of geologic mapping,
geophysical surveys, sampling and data analysis, and drilling on certain of the
properties, during the summer 2003 field season. See "Mongolian Precious and
Base Metals Properties."
FINANCING ACTIVITIES
In order to fund exploration work on the Company's Canadian uranium properties
(see "Canadian Uranium Exploration Properties") the Company completed a private
placement of 2.0 million common shares at a price of Cdn $1.10 per share, on
November 12, 2003, and realized gross proceeds of Cdn $2,200,000. Because the
proceeds from the issuance of these shares will be used solely for exploration
on eligible Canadian mineral properties, these shares, which are regular common
shares, are considered "flow-through" shares for Canadian income tax purposes.
Under Canadian income tax rules, a flow-through share is a mechanism whereby the
flow-through share investor is entitled to deduct certain Canadian exploration
and development expenditures incurred by the Company, and the Company renounces
its ability to deduct such expenditures.
On December 16, 2003, the Company completed a private placement offering for a
total of 6,700,000 common shares at a price of Cdn $1.50 per share, and realized
gross proceeds of Cdn $10,050,000. Net proceeds of the offering will be used
towards uranium exploration as well as for general working capital purposes.
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, 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 certain
alternate feeds and generate earnings that are largely independent of uranium
market prices.
15
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 February 17, 2004, the Mill has received fourteen license amendments,
authorizing the Mill to process seventeen different alternate feed materials. As
of February 17, 2004, the Mill has recovered approximately 1,125,000 pounds of
U(3)O(8) from processing 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 five 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 52,000 tons of FUSRAP material from the
Ashland 2 site, approximately 172,830 tons of FUSRAP material from the Ashland 1
site and approximately 78,390 tons of FUSRAP material from the Linde site, all
near Buffalo, New York, and, as of February 17, 2004, continues to receive such
material from the Linde site. The Linde site is estimated to ship approximately
160,000 tons, of which 117,400 had been received at the Mill as of February 17,
2004. 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 these contracts 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 these
sites at less cost than would have been incurred had the disposal-only option
been used.
As of February 17, 2004 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 will be
excavated over the next several years 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 resulted in the production of 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 an 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
three 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 February 17, 2004, the Company has
been successful in obtaining approximately 33% of the contracts that were issued
under competitive bids and approximately 65% of all contracts the Company
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.
16
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 February
17, 2004, the Company's White Mesa Mill has been granted fourteen license
amendments for processing alternate feeds out of fourteen requests, and the
Company has successfully defended all challenges before the NRC, to date. In
fact, in February, 2000 the NRC rendered a decision, upholding an amendment to
the Company's NRC license 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 dispute at that time 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."
The legal dispute between the Company and the State of Utah has been resolved,
and the Company now works closely and in cooperation with the Utah Department of
Environmental Quality ("UDEQ") in tandem with the NRC on all Mill regulatory
matters. The State of Utah has applied to the NRC to become an Agreement State
for the regulation of uranium mills in Utah. Upon the State of Utah becoming an
Agreement State for uranium mills, the NRC's regulatory authority over the Mill
will be assumed by the State of Utah. This transition of regulatory authority
from the NRC to the State is expected to occur in 2004.
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 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 intends to continue to devote significant resources to the
development of the alternate feed, uranium-bearing waste recycling business. The
Company expects that the development of the business of recycling
uranium-bearing materials can continue to help offset Mill and mine standby
costs, and, potentially, result in sustained profitable operations for the
Company. As noted above, there are potentially several hundred thousand tons of
this type of material in the U.S. However, in order for the Company to become
profitable solely as a result of 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, and the alternate feed business has helped to offset Mill and mine
standby costs, the Company has not to date developed a sufficient backlog of
alternate feed business to result in sustained profitable operations for the
Company solely from this business. Developing this backlog will continue to be a
major focus of 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.
URIZON JOINT VENTURE
In November, 2002 the Company formed a 50/50 joint venture company, "Urizon
Recovery Systems, LLC", with Nuclear Fuel Services, Inc. ("NFS") to pursue the
development of a new, alternate feed program (the "USM Ore Program") for the
Company's White Mesa Mill that, if successful, could result in the Mill
producing two to three million pounds of yellowcake per year over at least a
three-year period.
NFS is a privately owned corporation with operations based in Erwin, Tennessee.
Since 1957, NFS has been a leader in the process development and production of
specialty nuclear fuels for commercial power, research reactors and naval
reactors. NFS is the supplier of highly enriched uranium fuel materials for the
U.S. Government. NFS has also developed and implemented the process for
recycling highly enriched uranium material into lower commercial enrichments.
This process supports the U.S government's program for downblending surplus
material from the weapons program into fuel for nuclear power reactors. In
addition, NFS is involved as a contractor at DOE facilities.
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The USM Ore Program that Urizon is pursuing involves the development of a
process and construction of a plant at NFS' facility in Erwin, Tennessee, for
the blending of contaminated low enriched uranium with depleted uranium to
produce a natural uranium ore ("USM Ore"). The USM Ore will then be further
processed at the Mill to produce conventional yellowcake.
The primary source of feed for Urizon will be the significant quantities of
contaminated materials within the DOE complex. Throughout the DOE complex, there
are a number of streams of low enriched uranium that contain various
contaminants. These surplus nuclear materials often require additional
processing in order to meet commercial fuel cycle specifications. Urizon's USM
Ore Program will provide a solution to DOE that will enable DOE to deal with the
material, while at the same time recycling the material as a valuable energy
resource for reintroduction into the nuclear fuel cycle.
Blending low enriched uranium with depleted uranium to make a reconstituted
natural uranium ore that can be returned to the nuclear fuel cycle as yellowcake
has never been accomplished before. This program will allow DOE to deal with its
surplus low enriched uranium and depleted uranium in a cost effective manner,
while providing for the recovery of valuable energy resources that would
otherwise be lost through direct disposal of the materials, and, at the same
time providing a source of alternate feed materials for the Company's White Mesa
Mill.
The process is capable of recycling thousands of metric tons of surplus
materials within the DOE Complex. A preliminary report by the DOE in 2000 stated
there were 4,700 metric tons of contained surplus low enriched uranium at 28
sites across the DOE Complex, which would yield approximately 6 million pounds
of yellowcake, as well as other sources of materials suitable for the program.
The first phase of the project is the preparation and submittal of a request for
an amendment to the Mill's license. Assuming receipt of regulatory approvals,
construction of a the blending facility at NFS' site in Erwin, Tennessee could
be completed by 2005. Commercial production would be expected to last three to
six years or longer depending on the amount of DOE materials that are available.
Application testing has been ongoing for the past two years. Pursuant to its
agreement with NFS, the Company contributed $1.5 million to the joint venture in
December 2002 to be used in connection with this project. The success of the
program will depend on securing funding and DOE's support of the program as a
means to disposition these surplus nuclear materials within the DOE complex. An
unsolicited proposal was submitted by NFS to DOE in April 2003 for funding of
this program. The DOE informed Urizon in early 2004 that it was not prepared to
accept the proposal at this time due to funding considerations and other DOE
priorities. NFS and the Company are currently evaluating the feasibility of the
Urizon program and investigating the potential for alternative commercial
opportunities to move the program forward without government funding. In the
interim, the Company will not be submitting its license amendment application
until the path forward is further defined.
MOAB TAILINGS PROJECT
The Company has submitted a technical and financial proposal to the DOE to
relocate the Moab uranium mill tailings to the White Mesa Mill.
The Moab Uranium mill tailings pile, which is now under the control of the DOE,
is located at the former Atlas Minerals Corporation site, approximately three
miles north of Moab, Utah, which is approximately 90 miles north of the White
Mesa Mill. The Moab tailings pile contains an estimated 12 million tons of mill
tailings, mill debris, 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, has 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 Mill using a slurry pipeline or to other potential relocation
sites using alternative transportation methods.
18
The Company believes 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 believes
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
Pipeline Systems Inc. indicates that utilization of proven pipeline technology,
which has a long history of safe operations, will be the least disruptive to the
local communities and will enable the relocation to be completed faster.
Although the White Mesa option is currently estimated by DOE to be the highest
cost option, there are a number of factors that still need to be considered by
the DOE, including the long term use of the pipeline, which the Company believes
will make the White Mesa option competitive with the other options being
considered by DOE.
In December 2002, DOE initiated the process to complete an environmental impact
statement aimed at evaluating several alternatives for remediation of the site,
including the White Mesa Mill option. DOE expects that this process will be
completed by the end of 2004, at which time a remediation option will be chosen
by DOE. Implementation of any alternative chosen by DOE will be subject to
receipt of funding from the U.S. Congress. Once DOE determines the preferred
alternative and permitting and funding have been obtained, relocation of the
pile will take several years to complete.
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 has begun a significant
uranium exploration program in Canada and produces some uranium from the
processing of alternate feed materials. With the current higher uranium prices
and the improvement in long term uranium market fundamentals, the Company is
evaluating the feasibility of recommencing its Mongolian uranium exploration
program, and, with further increases in both uranium and vanadium prices, would
consider re-activating certain of its U.S. uranium mines. 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 February 17, 2004.
OVERVIEW
Nuclear power began just over forty years ago and now generates as much global
electricity as was produced forty years ago by all sources. The low operating
cost of nuclear power combined with the increased focus on climate change could
result in increased electricity production from nuclear generators in various
areas of the world.
According to the International Atomic Energy Agency ("IAEA") and the World
Nuclear Association ("WNA"), there are 104 nuclear reactors in the United States
and a total of 438 worldwide, representing a total world nuclear capacity of
360.1 GWe. In 2002, four new nuclear power plants started operation, while
construction of seven new plants began, bringing the total number of plants
under construction to 30. Construction is well advanced on many of them, and 10,
with a total net capacity of over 10.4 GWe, are expected to be in operation
before the end of 2005. 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.
URANIUM SUPPLY AND DEMAND
According to the WNA, the world's nuclear power reactors require about 171
million pounds of uranium per year. While nuclear power capacity increases, with
higher capacity factors, the uranium fuel requirement is increasing, but not at
the same rate. 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.
According to the WNA, primary uranium production for the three year period,
1999-2001, has increased from 80.8 to nearly 95 million pounds of uranium, but,
during 2002, declined slightly to just under 94 million pounds of uranium. Of
this, Canada and Australia accounted for over half the world's production. The
United States production
19
only represented about 3% or 2.4 million pounds uranium. During the last decade,
takeovers, mergers and closures have consolidated the uranium production
industry. In 2002, eight companies accounted for almost 80% of primary
production.
Primary production presently supplies only 55% of the requirements of power
utilities. The remaining supply is secondary sources, which include inventories,
and uranium recycled from government stockpiles. 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") from Russia 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 USEC Privatization Act gave Russia the
authority to sell Russian natural uranium derived from the LEU (referred to as
the "HEU Feed") in the United States over the 20-year period under certain
defined quotas.
The USEC Privatization Act provides a framework for the introduction of this
Russian HEU Feed into the U.S. commercial uranium market. Russia has been
selling this HEU Feed through long term supply agreements with various producers
and other companies involved in the nuclear fuel cycle.
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 and other suppliers. 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 or
supplier's uranium reserves, record of performance and cost competitiveness, all
of which are important to the producer's or supplier'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 other suppliers. These other
suppliers typically source their uranium from organizations holding excess
inventory, including utilities, producers and governments.
The spot market is the market for uranium that may be purchased for delivery
within one year. Over the last five years, annual spot market demand averaged
roughly 19 million pounds U(3)O(8). In 2003, the total volume was 20.7 million
pounds U(3)O(8), which was up from the 2002 level of 18.2 million pounds.
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, and then
declining from $40.00 in 1980 to a low of $7.25 in October of 1991. From this
low in 1991, the spot price increased to $16.50 in June 1996. The primary
reasons for this increase were 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, and the reluctance of uranium producers and inventory
holders to sell at low spot price levels. The drop in spot demand in the
following four years along with Russian HEU Feed sold under the USEC
Privatization Act largely contributed to a relatively steady drop in prices to
$7.40 in September 2000. Prices remained depressed as a result of weak demand,
falling to $7.10 in January 2001, but, due to moderate increases in demand,
prices rose to $12.25 by September 2003. Another major impact to the market
occurred in early November 2003, as a result of Russia attempting to terminate a
long term contract for the supply of HEU Feed with Globe Nuclear Services and
Supply GNSS, Limited ("GNSS"). Because GNSS was the largest seller of this HEU
Feed to U.S. utilities, spot market prices have escalated steadily from early
November 2003 to the present, with prices as of February 12, 2004 at $ 15.50 to
15.60 per pound U(3)O(8). Various litigation is
20
on-going between GNSS and the Russians over this termination and it is not
possible to predict the outcome of such litigation or the long term effect of
this development on the market.
Future uranium prices will depend largely on the amount of incremental supply
made available to the spot market from the remaining excess inventories, HEU
Feed supplies, including the final resolution of the dispute between GNSS and
Russia, other stockpiles and increased production from unutilized capacity of
other uranium producers. Some analysts believe that prices will continue to
increase, but the increase will be gradual and over an extended time period.
COMPETITION
Uranium production is international in scope and is characterized by a
relatively small number of companies operating in only a few countries. In 2002,
four (4) companies, Cameco, Compagnie Generales des Matieres Nucleaires
("Cogema"), WMC Limited and Energy Resources of Australia Ltd. ("ERA"), produced
55% of total world output. Most of Western World production was from Canada and
Australia. In 2002, Kazakhstan, Russia and Uzbekistan also supplied significant
quantities of uranium into Western World markets. The Canadian uranium industry
has in recent years been the leading world supplier, producing 32% of the world
supply.
THE VANADIUM MARKET
The following is a brief summary of the vanadium market as of February 17, 2004.
The Company produces and sells vanadium as a co-product of the production of
uranium from the Colorado Plateau District ores. As of February 17, 2004, 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.
In the United States, vanadium is produced through processing petroleum
residues, spent catalysts, utility ash, and vanadium bearing iron slag.
Historically, 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 20 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 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
21
$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 supply being 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. Through most of the fiscal year, vanadium
prices continued to be in the lower range of their historical values trading
from $1.25 to $1.90 per pound V(2)O(5); however, in the past six months vanadium
prices have increased to the $3.00 to $3.75 per pound V(2)O(5) range as of
February 2004.
World demand will continue to fluctuate in response to changes in steel
production. However, the overall consumption is anticipated to increase as
demand for stronger and lighter steels grows, augmented by the demand created by
new applications, such as the vanadium battery.
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 ("IUH") holds its uranium mining and milling 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. The Company's precious and base metals exploration properties are held
through Mongol Resources XXK and Shiveengol XXK, both Mongolian entities, which
are wholly owned by International Uranium Company (Mongolia) Ltd. and
International Uranium (Bermuda II) Ltd, respectively. International Uranium
(Bermuda II) Ltd. is a Bermuda company that is wholly owned by International
Uranium (Bermuda I) Ltd.
The Company's 50% interest in Urizon Recovery Systems, LLC is held through IUC
Recovery LLC, which is owned as to 1% by IUH and as to 99% by IUH's wholly owned
subsidiary, International Uranium Recovery Corporation.
The Company's Canadian uranium exploration properties are held through
International Uranium (Sask.) Corporation, an Ontario corporation that is wholly
owned by the Company.
22
D. PROPERTY, PLANT AND EQUIPMENT
The following is an overview of the properties held by the Company as of
February 17, 2004:
CANADIAN URANIUM EXPLORATION PROPERTIES
The Company acquired interests in two uranium exploration properties in the
southeastern sector of the Athabasca Basin region of northern Saskatchewan,
Canada in early fiscal 2004, and commenced an exploration program on certain of
those properties in fiscal 2004, as described below. In addition, the Company
has signed a letter of intent to earn an interest in a third uranium project,
which is subject to signing of formal agreements and regulatory approval.
The Athabasca Basin region hosts the world's richest uranium reserves. The
Company's exploration properties are located near to Cameco Corporation's
McArthur river uranium mine, the world's largest uranium mine with annual
capacity of 18 million pounds U(3)O(8). This region fuels well over 10% of the
United States' electrical power needs and accounts for approximately one-third
of the world's uranium production. The locations of the Company's properties
relative to these mines are illustrated on the following figure.
However, there can be no assurance that the Company will develop any minable
deposits from its exploration properties, or that any minable deposits developed
by the Company from these properties would have uranium grades comparable to the
existing mines in the area.
MOORE LAKE PROJECT
On December 15, 2003, the Company entered into an option agreement with JNR
Resources Inc. ("JNR") under which the Company acquired the option to earn up to
a 51% interest in the Moore Lake project by making aggregate investments and
expenditures of Cdn $2.2 million over two years, of which Cdn $2,000,000
represent exploration expenditures and $200,000 represent subscriptions for
equity in JNR. The Company may earn an additional 24% interest in the project by
making further aggregate exploration expenditures of Cdn $2.0 million and
subscriptions for equity in JNR of $200,000 within a four year time period. The
project is subject to a 2.5% NSR royalty in favor of Kennecott Canada
Exploration Inc. ("Kennecott"), which can be bought down to a 1.25% NSR royalty
for an expenditure of Cdn $1 million.
Property Description and Location
The Moore Lake property comprises 8 contiguous claims totaling 21,093 hectares.
The property is located in the La Ronge Mining District of Saskatchewan. The
project lands are located in the southeastern portion of the Athabasca basin.
The location of the Moore Lake project is indicated on the following figure.
23
[INTERNATIONAL URANIUM CORP. ATHABASCA BASIN PROPERTIES MAP]
Ownership and Status
JNR currently owns a 50% interest in the property and will own 100% of the
property upon meeting certain contractual obligations pursuant to an amended
joint venture agreement with Kennecott . Under this agreement, JNR may earn
Kennecott's 50% interest in the property by making expenditures of Cdn $2
million over the next four years. The expenditures to be made by the Company
under its option agreement with JNR would satisfy these expenditure
requirements, with the result that the expenditures made by the Company in
earning its interest in the project will also cause JNR to earn Kennecott's 50%
interest in the property.
Physiography and Accessibility
The claims are accessible by float/ski equipped aircraft or by winter road
originating at km 38 of the McArthur River Road, approximately 20 km west of the
property. The property may be worked year round.
Geological Setting
Regional Geology The Athabasca Basin is an extensive sedimentary basin of Middle
Proterozoic age located primarily in northeast Saskatchewan, extending into
Alberta and occupying over 100,000 square kilometers. The basin is comprised
primarily of flat lying unmetamorphosed sandstones of the Athabasca Group, with
a maximum thickness of over 1,500 meters in its central portion.
The Rae (western portion) and eastern Hearne (eastern portion) provinces of the
Churchill Structural province underlie the Athabasca, separated by a major
structural suture, the Snowbird Line. The Rae and Hearne provinces are highly
deformed and metamorphosed and are comprised of Archean gneisses containing
infolded keels of Proterozoic metasedimentary and plutonic rocks. The Hearne
province in turn, is subdivided into the western Mudjatic and eastern Wollaston
domains based upon their tectonic settings, with the Mudjatic exhibiting a
sinuous arcuate character and the Wollaston comprising broad linear
metasedimentary belts wrapped around granitic Archean domes.
24
Property Geology The property is underlain by 200 meters to 350 meters of
Proterozoic Athabasca Group sandstone and conglomerates of the Manitou Falls A,
B and C formation. These units unconformably overlie Aphebian rocks of the
Wollaston Lithostructural Domain and Archean granites.
The Moore Lake property is cut by numerous east-west and northeast striking
fault systems, either in conjunction with, or independent of, graphitic
conductors on the property. In addition to these, a notable feature on the
property is the existence of an Archean granite dome in the southwestern portion
of the claims. This dome is mantled on its margins by graphitic metapelites and
is proximal to several significant fault systems. This setting is highly
analogous to that encountered at Key Lake and at several other unconformity type
uranium deposits in the Athabasca basin. A large diabase sill complex, the Moore
Lake Complex, exists along the northeast portion of the property.
Deposit Types
The main deposit type being explored for is an unconformity type uranium deposit
for which the Athabasca Basin is noted. These deposits occur at the unconformity
between the Athabasca formation and basement rocks, primarily in the Wollaston
and Mudjatic Domains but also in other lithostructural domains underlying the
Athabasca basin. The mineralization is spatially associated with graphitic
metasedimentary units in the basement and is typically located along major
structural zones that act as hydrothermal conduits for mineralizing fluids. The
deposits are commonly enriched in copper, nickel, lead, cobalt and boron.
Although the deposits are very large with respect to grade and contained
uranium, the footprint of the deposits is small in relation to most other
economic ore bodies. They are therefore difficult to identify and require
relatively closely spaced drilling in order to evaluate their potential.
Exploration for these deposits typically involves the identification of
graphitic conductors and structure using electromagnetics, magnetics and gravity
surveys, followed up by diamond drilling.
Exploration History
Uranium exploration in the Moore Lakes area has been carried out periodically
throughout the past 30 years. In 1986 and subsequent years airborne geophysics
surveys over the property were followed up by ground geophysics, magnetometer
and lake sediment surveys. These surveys identified several basement conductors
on the property, several of which were drill tested with 13 holes (3,703
meters).
In the spring of 2000, a joint venture consisting of JNR and Kennecott carried
out a geophysics program on the property. An initial diamond drilling program of
five holes (1,682 meters) identified significant uranium mineralization (0.442
e% U(3)O(8) / 9.20 meters) at the Maverick Zone. Follow up drilling (9 holes,
2,958 meters) was carried out in the summer of 2000. This drilling confirmed the
presence of a significant structural zone and an intense hydrothermal system
associated with the Maverick Zone, along with highly enriched trace element
geochemistry, most notably boron, nickel and uranium.
In 2001, Kennecott became operator of the Moore Lake project. An extensive
airborne and ground geophysical program took place during the winter of
2000-2001. Three new areas of interest were identified by this work; Raratonga,
Venice and Puka Puka.
The exploration program carried out on the Moore Lake property in 2002 consisted
primarily of diamond drilling accompanied by additional geophysics on the
Maverick Zone. A total of 2,257 meters in seven holes were completed on the
property, five on the Maverick Zone with one follow up hole drilled on the Puka
Puka prospect. In October 2002, Kennecott decided to discontinue exploration on
the property and granted JNR the option to earn a 100% interest in the property.
See "Ownership and Status."
Mineralization
The most significant uranium mineralization identified on the property to date
has been found at the Maverick Zone. This mineralization is found along a
northeast trending, southerly dipping conductor-fault system that wraps around a
core of Archean granite and continues along an east-west trend. This system has
been found to be highly deformed and has been affected by a large, intense
hydrothermal system. This system is accompanied by clay
25
replacement and secondary hematite in the basement rocks, as well as clay
alteration and bleaching of the overlying Athabasca sandstone.
The mineralization identified to date has been located primarily within the
altered basement rocks of the Maverick Zone, although the mineralization
identified in the discovery hole (0.442 % U(3)O(8) / 9.20 meters, calculated
from downhole radiometrics) was identified in both the sandstone and basement
rocks, near the unconformity. The results are illustrated in the following
Table.
MAVERICK ZONE - SIGNIFICANT RESULTS*
--------------------------------------------------------
HOLE FROM TO GRADE (%U3O8)
--------------------------------------------------------
ML-03 262.15 271.35 0.422 e%
INCL 266.95 268.95 1.162 e%
-----------------------------------------------------
ML-11 267.15 269.25 0.66 e%
-----------------------------------------------------
ML-08 319.35 324.95 0.067 e%
-----------------------------------------------------
02ML-23 300.4 301.7 0.032%
315.5 317.4 0.400%
INCL 315.9 316.2 2.2%
-----------------------------------------------------
02ML-24 289.3 290.0 0.062 e%
295.4 297.7 0.11 e%
-----------------------------------------------------
02ML-25 278.8 287.9 0.62%
INCL 282.8 287.6 1.16%
INCL 286.6 287 11.91%
-----------------------------------------------------
02ML-26 62.5 63.3 0.12%
-----------------------------------------------------
* All holes are vertical, e% denotes calculated grades from radiometrics, and
other grades are from chemical results.
The Raratonga, Venice and Puka Puka prospects have yet to be fully explored at
this time and are still high priority exploration targets. Prospective
electromagnetic conductors, gravity and magnetic features as well as encouraging
geochemistry and geological features from drilling were identified in all of
these areas.
Proposed Exploration Program
The 2003/2004 winter exploration program is underway, which will include a
minimum of 5,000 meters (15 holes) and will initially focus on following up the
high grade uranium mineralization intersected on the Maverick Zone. The program
will also include thirty kilometers of linecutting and geophysical surveys. This
work will be carried out northeast and west of the Maverick Zone proper, along
the same structural/conductive corridor that hosts the known mineralization. The
ground work is currently underway, should be completed in February and is
expected to identify additional targets for drill testing.
LAZY EDWARD BAY PROJECT
On December 15, 2003, the Company entered into a Mining Option Agreement with
JNR under which the Company was granted the option for a period of two years to
acquire a 75% interest in the Lazy Edward Bay Project, in consideration for
which the Company would expend Cdn $500,000 to carry out two winter exploration
programs.
The Lazy Edward Bay project is comprised of three mineral claims in the Cree
Lake area of the Northern Mining District, Saskatchewan, which were acquired by
staking in December 1999 as part of a joint venture with Kennecott. The location
of the property is indicated on the foregoing figure.
The Lazy Edward Bay project area has been explored since 1969, with the bulk of
the work performed between 1977 and 1989 by a joint venture consisting of
Uranerz Exploration and Mining and SMDC (later to be Cameco). These exploration
programs included an extensive range of geophysical, geochemical and geological
techniques. Seventy three diamond-drill holes totaling 12,916 meters were
drilled in the project area during this period, mainly to test several
conductors at depth. Although several of these holes intersected notable
structure, alteration and geochemistry along extensive conductive systems, the
best uranium value obtained was 0.077%.
26
In the winter of 2000-2001, the JNR-Kennecott joint venture completed
geophysical programs that outlined several targets of note on the property. Of
the three targets drilled on the property, the best results were obtained along
the Horse Conductor, where significant faulting and desilicification occurs over
a minimum of 2 km of strike length. Enrichment of uranium pathfinder elements
such as copper, nickel, cobalt, vanadium and boron, as well as uranium (0.01%),
occur in the basement rocks along the entire Horse Conductor.
In March of 2002, the JNR-Kennecott joint venture carried out a two hole 172
meter diamond drilling program on the Lazy Edward Bay project. The drilling was
focused on the Blanchard Bay and Tommy Davis Bay areas in the eastern portions
of the property. Both holes intersected anomalous nickel, boron and uranium in
the sandstone column, with anomalous nickel and vanadium values in the basement
rocks peripheral to conductive systems.
The Company has initiated a review of all geophysical and geochemical data on
this project.
CRAWFORD LAKE PROJECT
On January 8, 2004, the Company signed a letter of intent to earn up to a 75%
interest in the Crawford Lake uranium project from Phelps Dodge Corporation of
Canada, Limited, subject to regulatory approval, through total aggregate
expenditures of Cdn $2.5 million over a period of 4 years. First year
expenditures will be Cdn $250,000, of which Cdn $150,000 is a firm commitment.
Crawford Lake is a 12,979 hectare uranium property located in the heart of the
Athabasca Basin of northern Saskatchewan. The location of the property is
indicated on the foregoing Figure.
Historic work on the Crawford Lake project has defined a large-scale, intense
alteration zone within what appears to be an extensive hydrothermal system.
During the winter of 1997, three diamond drill holes were completed at Crawford
Lake for a total of 1,157 meters on a conductor in the northern sector of the
property. Extensive alteration, extending from approximately 100 meter depth
almost all the way down to the unconformity was encountered. This zone shows
strong friability with matrix dissolution, bleaching, argillitization and
disseminated pyrite mineralization.
Upon signing formal agreements and receipt of regulatory approvals, the Company
intends to perform a geophysical and geochemical review of this project,
followed by a drilling program in the winter of 2004/2005.
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.
27
CURRENT CONDITION AND OPERATING STATUS
The Mill recommenced milling in June 2002 through May 2003, following a period
of standby that commenced in November 1999. During that period of standby, the
Mill had been receiving and stockpiling alternate feed materials from the
Ashland 1 and Linde FUSRAP sites, as well as other alternate feed materials.
During the most recent Mill run, the Mill processed 266,690 tons of alternate
feed materials from the Ashland 1, Linde, Heritage and Molycorp sites, of which
178,352 tons were processed in fiscal 2003. The Mill is currently on standby
until a sufficient stockpile of alternate feed materials or other ores have been
accumulated at the Mill to justify an efficient Mill run. As of February 17,
2004, 39,055 tons of alternate feed materials from the Linde FUSRAP site are in
stockpile at the Mill. While on standby, 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.
INVENTORIES
As of February 17, 2004, 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 144,000 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 February 17, 2004,
for approximately another 117,000 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 before it
can receive 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.
The Environmental Statement for the Mill permits that three additional
forty-acre tailings cells may be added to provide a total tailings capacity for
the Mill of approximately 10 million tons.
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 2004.
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; in 1999 the Company completed the
processing of two alternate feed sources and its 87,250 ton conventional mill
run; and, in 2002 and 2003 the Company processed 266,900 tons from four
different alternate feed sources.
OPERATION AT REDUCED CAPACITY
Design capacity of the Mill is 2,000 tons per day of mined material, which would
yield approximately 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.
28
The Company has modified the Mill to a reduced effective capacity of
approximately 1,050 tons of material per day. This allows the Mill to be run
more frequently and reduces 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. During the
most recent mill run completed in 2003 the Mill processed alternate feed
material at a rate of approximately 1,000 tons per day.
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:
WHITE MESA MILL CLOSURE COSTS
CATEGORY
--------
Mill dismantling and decommissioning $ 1,574,287
Tailings cell #2 Reclamation 1,132,749
Tailings cell #3 Reclamation 1,606,846
Tailings cell #4A Reclamation 128,829
Tailings cell #1 Reclamation 1,318,232
Miscellaneous - management, hygiene, radiation, etc. 1,998,815
-----------
Direct Costs 7,759,758
Contractors' Profit 775,976
Contingency 1,163,964
Licensing and bonding 155,195
Long term care fund 668,021
-----------
TOTAL ESTIMATED COSTS $10,522,914
===========
On February 2, 2004 the NRC issued amendment No. 24 to the Mill license, which
increased the surety from $10,336,282 to $10,522,914.
SEQUENTIAL RECLAMATION
As each pond, or cell, is filled with tailings, the water is drawn off and
pumped to the evaporation pond and the tailings solids 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 finalizing 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. It is expected that the Groundwater
Discharge Permit for the Mill will be finalized and implemented during the first
half of calendar 2004, in conjunction with the State of Utah becoming an
Agreement State for uranium mills. See " Alternate Feed Processing."
29
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 properties, as of
February 17, 2004:
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) 1,335,600 0.208 1.234
Bullfrog Project(3,4) 1,937,000 0.334
In-Situ Leach Projects(5)
Mineralized Tons % U(3)O(8)
Mongolia JV 21,672,000 0.052
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.
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
Company'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 at that time 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." While the Company is currently evaluating the possibility
of recommencing its uranium exploration program in Mongolia, further increases
in both uranium and vanadium prices above current levels would be required in
order for the Company to consider recommencing mining operations on any of its
U.S. uranium properties due to their higher cost of production.
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 in the Uravan area (many of which were later purchased by Energy Fuels,
and hence the Company) 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.
30
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 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 1,335,600 tons
with an average grade of 0.208% U(3)O(8) and 1.234% 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.
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 paleo-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, 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.
31
[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 recovered 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 further
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 in 1999.
32
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 four mines, 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. Mineralized material 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 mineralized interval 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 and up to 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 four developed and partially developed
mines, being 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:
33
[MAP]
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."
34
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 AND DEWEY BURDOCK PROPERTIES
The Reno Creek and Dewey Burdock properties were potential uranium in situ leach
("ISL") mine projects located in the Powder River Basin of northeastern Wyoming
and South Dakota, respectively. The Company dropped the Dewey Burdock property
in fiscal 2000 and sold the Reno Creek property in fiscal 2001. The Company no
longer has an interest in either of those properties.
MONGOLIAN PROPERTIES
COUNTRY OVERVIEW
Mongolia is a landlocked nation bounded by Russia to the north and China to the
east, south, and west. With an area of more than 1.5 million sq. km. (world's
7th largest country) and population of about 2.6 million people, Mongolia has
one of the lowest population densities in the world. The landscape includes
forested mountain ranges in the north, desert and low mountains in the south,
high mountains in the west, and vast steppes in the east. The climate is
continental with hot summers and long harsh winters.
Mongolia's population is relatively homogeneous in its ethnicity, language and
religion. More that 60% of the population is below the age of 30, and about one
third live in the capital city of Ulaanbaatar while most of the remainder live
as nomadic herdsmen throughout the country.
In 1921, Mongolia came under the influence of the Soviet Union, which dominated
the politics, economy and infrastructure of the country until 1990 when
Mongolia's transition to democracy and a free market economy was begun.
Since 1991, Mongolia has been on a course to implement comprehensive economic
reforms to develop a sustainable, independent economy. One of the primary
objectives of this program has been to encourage direct foreign investment to
stimulate growth of the economy; several laws have been enacted to support this
program.
The primary industries and sources of foreign trade in Mongolia are agriculture
and mineral products. Mongolia is one of the "last frontiers" for mineral
exploration. Large mineral deposits are located along geologic systems that
trend through Mongolia, but exploration in Mongolia is still in early stages. An
increasing number of mining and exploration companies are active in Mongolia.
Among the reasons for this increased attention are:
- The geology is considered by many to be highly prospective for
large mineral deposits
- The country is under-explored
- The Government has demonstrated its commitment to developing the
mineral sector by attracting foreign investment
- Appropriate laws have been enacted to encourage foreign
investment
- Proximity to major metal markets in China, Japan, and South
Korea.
Mongolia is an exporter of copper and molybdenum, a leading producer of
fluorspar, and an increasingly important gold producer. Mongolia possesses one
of the most progressive mineral regimes in Asia. The Mineral Law of Mongolia was
adopted in 1997 and provides a transparent licensing system that encourages
investment in this sector.
The Mineral Law allows any Mongolian citizen, foreign citizen or entity, or
legal person to hold any number of mineral exploration licenses, each up to
400,000 hectares. An exploration license holder is afforded the exclusive right
to conduct exploration within the license for up to seven years, the exclusive
right to obtain a mining license for any part of the exploration license, and
the right to transfer or pledge any part of an exploration license.
Mining license holders have the exclusive right to engage in mining within the
license for 60 years, with an additional 40 year extension allowed. A gross
royalty of 2.5% of the sales value of products sold is payable to the
Government.
35
MONGOLIAN URANIUM PROPERTY
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 February 17, 2004,
cover a total of 1.04 million hectares 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 market forecasts at the time, 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.
Reclamation and remediation costs for shut-down of Gurvan-Saihan Joint Venture
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. As a result of recent increases in uranium prices and improved
market fundamentals, the Company is currently evaluating the possibility of
recommencing its uranium exploration program in Mongolia. 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.
MONGOLIAN PRECIOUS AND BASE METALS PROPERTIES
In early 2002, the Company initiated a regional exploration effort in Mongolia
for precious and base metals. Mongolia has a variety of favorable environments
for deposits of copper, gold and related metals and has become the focus of
worldwide exploration concerns seeking to test its under-explored potential.
Program Overview
Through the Gurvan-Saihan uranium joint venture, the Company has operated in
Mongolia for over nine years and has particular geologic and operating expertise
in the country, offering a competitive advantage for the precious and base
metals exploration program. Building on its existing foundation in Mongolia, the
Company has established a significant land position in Mongolia for base and
precious metals exploration. Land acquisition has been guided by a concentrated
reconnaissance program, including review of available geologic and metallogenic
data and analysis of geophysical data and satellite imagery. Properties have
been acquired by the Company completely for the Company's own account and are
independent of the Company's Gurvan-Saihan uranium joint venture. See "Mongolian
Uranium Property."
The Company has retained Global Mine Discovery Partnership ("GMDP") to
coordinate field work in Mongolia. GMDP is a group of senior exploration
professionals with extensive regional experience and proven
exploration/discovery expertise. The field teams employed by the Company include
Mongolian geologists and technical support staff working with GMDP personnel.
Mr. Peter A. Drobeck, a Qualified Person as defined under National Instrument
43-101 in Canada, is the senior exploration geologist from GMDP who is directing
the Company's precious and base metals exploration program.
As of September 30, 2003, the Company controlled 2.50 million hectares under 68
licenses under its precious and base metals exploration program. The precious
and base metals exploration property holding is down from 3.5 million hectares
held at this time last year, due to consolidation of properties as a result of
field work performed in the 2003 field season. As of February 17, 2004, the
Company controls 65 licenses, including 22 held under purchase option, totaling
1.62 million hectares.
Work to date on the precious and base metals properties has involved field
reconnaissance by GMDP, including review of available geologic and metallogenic
data, and analysis of geophysical data and satellite imagery, and a 3,100 meter
exploration drilling program that was conducted on certain of the properties in
the 2003 field season. Total gross program expenditures, including capitalized
exploration expenditures, for fiscal 2003 were $1,565,419 as compared to
$601,833 in fiscal 2002.
The Company's precious and base metal exploration properties are located in a
number of areas in Mongolia, as
36
described below, and as shown in the following Figure. All of these properties
are at the exploration stage. The properties contain no known mineral deposits
at this time and have no workings or infrastructure.
[INTERNATIONAL URANIUM CORPORATION MONGOLIAN CONCESSION MAP]
Tsagaan Tolgoi
The Tsagaan Tolgoi area is notable for its extensive regional trend of gold,
copper and rare earth element occurrences. The Tsagaan Tolgoi land holdings
totaled 475,700 hectares in 37 licenses as of September 30, 2003, which includes
45,000 hectares under 22 licenses controlled by the Company under an Option to
Purchase. The Company continues to refine its land position in the Tsagaan
Tolgoi area, and as of February 17, 2004, the Company controls 38 licenses
encompassing 435,200 hectares, which includes the 22 licenses held under the
option to purchase.
Known mineral occurrences in this region include gold placers, hard rock gold
anomalies, mesothermal vein systems, Fe skarns, Cu skarns, Cu veins,
sediment-hosted Cu prospects, and rare earth-bearing alteration zones. The
regional geology is characterized by Upper Precambrian supracrustal rocks and
Paleozoic pelitic sediments mixed with volcanics. Major gold deposits occur in
similar lithologies of the same age in Uzbekistan, Kyrgyzstan, and Russia.
Within the Tsagaan Tolgoi project, a large circular alkaline igneous complex
exhibits many features typical of iron oxide copper-gold mineralized systems.
This target, Shiveen Gol, is controlled by the Company and a third party. During
fiscal 2003, the Company entered into an option to purchase the third party's
licenses for a total payment of $2.0 million over a four year period, plus a net
profits royalty from future production. The combination of licenses held by the
Company and licenses under option give the Company complete coverage of the
Shiveen Gol target area.
The Company drilled 16 holes in the Shiveen Gol complex in 2003, following
extensive geophysical surveys (200 km of IP and 884 km of magnetic surveys) and
a geologic mapping (145 km(2)) and sampling program (1,690 samples). A number of
geologic environments and targets were tested by drilling. Encouraging evidence
was
37
obtained from the drilling, including thick zones of low grade copper
mineralization, local thin intersections of high grade copper mineralization,
extensive brecciation, abundant alteration, and introduced sulfides; however,
substantial thicknesses of potentially commercial grade mineralization were not
encountered in the initial drilling effort. Ongoing prospecting work in the
Shiveen Gol complex identified a number of other high quality targets that will
be included in upcoming field investigations.
Elsewhere in the Tsagaan Tolgoi project, extensive geochemical sampling (1,080
samples) was conducted along a large regional shear system. This work produced
numerous gold and copper anomalies, including a discreet trend of strong
anomalies along a major regional structural zone. In addition to follow up work,
including additional drilling in the Shiveen Gol system, new targets identified
in the Tsagaan Tolgoi area will be investigated further in 2004, possibly
leading to drilling on these new targets as well.
Erdenet and Tomor Tolgoi
This exploration area was originally comprised of two groupings of exploration
licenses, which have since been combined into one regional target area referred
to by the Company as the "Erdenet" exploration project. As of September 30,
2003, the Company controlled 14 licenses encompassing 572,900 hectares in the
Erdenet project. The licenses are located on the northeast extension of the
Erdenet copper belt, which hosts the 1.8 billion tonne Erdenet copper/molybdenum
porphyry system. The Erdenet open pit operation is Mongolia's largest mine.
Numerous aero-magnetic anomalies similar to the Erdenet deposit signature are
present along trend.
Extensive field work in 2003, consisting of detailed prospecting, geologic
mapping and geochemical sampling, resulted in the identification of three strong
targets. The Oyut Uul target is a silica lithocap alteration environment on a 2
km by 3 km porphyry target. The Teltiin Gol prospect is anomalous in gold and
copper with potential to host a large structurally-controlled system. At Zara
Uul an alteration halo typical of a porphyry system has been identified.
The Erdenet exploration area is large, but much of it is covered by soils,
grasses, and forests. The Company land position as of February 17, 2004, in the
Erdenet area is 552,600 hectares under 15 licenses. Planned future work includes
geophysical surveys on select prospects to develop drillable targets in 2004.
Burkheer Khar
The Burkheer Khar area, comprised of 4 licenses covering 446,100 hectares, was
reduced following the 2003 field work to one license covering 49,400 hectares as
February 17, 2004. Prospecting results were generally not positive, and
consequently, the land holding was reduced, to cover only areas of favorable
lithology, at the time of the annual license payment. In the Burkheer Khar
region, an important discovery of a massive sulfide system has been made by
another party, and therefore, the Company is maintaining its license over those
areas that have the same age and type rocks that occur at the new discovery
location.
Huvsgol/Altargany Gol
The Huvsgol/Altargany Gol area included seven licenses, totaling 614,200
hectares as of September 30, 2003, located in north central Mongolia. The
licenses covered numerous gold steam-sediment anomalies within areas favorable
for mesothermal gold occurrences and which also have Paleocene and Miocene rift
systems with potential to host alkaline gold occurrences. Precambrian phyllites,
schists, and Cambrian flysch-like sediments, which are favorable target host
rocks, are present in the Altargany Gol project area. Mongolian government
surveys in this area document an extensive regional stream sediment gold
anomaly, which was the basis for the Company's work priorities during the 2003
field work.
Work in 2003 consisted primarily of a large regional stream sediment sampling
program. This work delineated a strong and persistent gold anomaly over tens of
kilometers. Anomalous arsenic is also present in many samples, suggestive of
possible orogenic gold sources. Based on the 2003 results, the Company reviewed
the entire land position and selectively reduced holdings to four licenses
totaling 274,800 hectares, in order to focus future efforts on the highest
ranking areas.
38
Ulzit
The Ulziit area was the object of detailed gold prospecting in 2003, which
resulted in the discovery of a number of strong targets for follow up work.
Following the 2003 work, the three exploration licenses at Ulziit were reduced,
prior to September 30, 2003, to 29,600 hectares to cover the identified
prospects. Among the targets identified in 2003 are a mesothermal
intrusion-related vein system with gold values as high as 18 gpt in surface
samples, a 5 km trend of gold anomalies related to an intrusive system, a silver
vein system with surface samples grading in excess of 500 gpt, and an epithermal
system anomalous in gold, molybdenum, and mercury.
Chandman Uul
The Company released all three of the Chandman Uul licenses in August 2003.
Follow up work in 2003 failed to confirm any strong anomalies or new targets, so
this area was released to allow concentration of Company resources on higher
ranking areas.
Gants Modot
The Gants Modot area lies along the broad regional trend extending across
southern Mongolia and up to the northwest along the northern foothills of the
Gobi Altai mountains. The three Gants Modot licenses were reduced, prior to
September 30, 2003, to 132,800 hectares following 2003 field investigations.
Large fault systems, which have been active since Paleozoic time, cross through
this region. A 3 km long copper anomaly was discovered in 2003. This target
exhibits an association of copper mineralization, tourmaline alteration, and
anomalous gold at the contact of granites and Jurassic sediments. This feature
will be investigated in greater detail in upcoming programs.
Davaa
The Davaa license (228,000 hectares as of September 30, 2003) was located based
on reported copper and molybdenum porphyry occurrences associated with an
alkaline system of intrusives, suggesting potential for alkaline gold and
alkaline porphyry copper-gold deposits. Work in 2003 included analysis of
satellite imagery to identify favorable alteration suites. Follow up ground
investigations confirmed extensive alteration indicative of porphyry systems.
The Davaa license was reduced to an area of 101,000 hectares as of February 17,
2004. Detailed geologic mapping and sampling are planned for the next phase of
evaluation at Davaa.
Future Exploration
The Company is analyzing the extensive geochemical, geologic and geophysical
data set generated in the 2002 and 2003 seasons in Mongolia. Several
high-ranking prospects already confirmed in the field will be the focus of
additional detailed site work in the 2004 field season. The Company anticipates
initiation of drilling on at least two prospects in 2004.
The Company is evaluating the possible sale of an interest in the precious and
base metal exploration assets, while retaining the uranium assets under the
existing corporate structure. Funding for the Shiveen Gol project and other high
ranking prospects can then be raised through private or public offerings of
securities in the new entity.
PERMITTING
As discussed above, due to deteriorating commodity prices and other factors in
1999, the Company shut down all of its uranium mines. The Company intends to
keep those properties on a shut down status indefinitely, pending further
improvements in commodity prices.
The permitting status of the various mines is set out below.
39
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 February 17, 2004, the Company has not been notified
of any additional permitting requirements relating to its mining activities at
the Sunday Mine Complex.
During 2003 the Company continued to update permit-related maps and records to
ensure that historical mine operations, as conducted under valid permits, are
properly documented. The DMG will use the updated site information to review
reclamation bond amounts in fiscal 2004.
OTHER COLORADO PLATEAU MINES
The Rim, Van 4 and certain other Colorado Plateau mines are also permitted for
mining.
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. In April 2001 the
Company was notified by the Arizona Department of Environmental Quality that the
Aquifer Protection Permit application for the Canyon Mine had lapsed. If the
Company desires to resume the permitting effort in the future, a new application
will be required.
As with the Canyon Mine, the Pinenut and Kanab North mines require that Aquifer
Protection Permits be obtained. As with the Canyon Mine Aquifer Protection
Permit application, the applications for the Pinenut and Kanab North mines have
also lapsed. In the event that resumption of mining is contemplated in the
future, sufficient lead time will need to be allowed to secure the necessary
Aquifer Protection Permits for these mines. The Arizona 1 Mine currently has an
Aquifer Protection Permit and is fully permitted for mining.
40
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 $12.3
million with restricted cash and marketable securities of approximately $12.1
million securing the liability, as of September 30, 2003. 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 $10.5 million. The Company has posted
a reclamation bond to the NRC for that 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.
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, 2003, 2002, and 2001,
should be read in conjunction with the consolidated financial statements of the
Company and accompanying notes. THIS DISCUSSION CONTAINS FORWARD LOOKING
STATEMENTS - SEE "SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS." The
Company's consolidated financial statements are prepared in accordance with
generally accepted accounting principles in Canada. Note 16 of the consolidated
financial statements provides a discussion of the differences between Canadian
and United States accounting principles and practices affecting the Company.
RESULTS OF OPERATIONS
FISCAL 2003 VERSUS FISCAL 2002
The Company recorded net income of $5,533,152 ($0.08 per share) for the year
ended September 30, 2003, compared with net income of $184,990 (nil per share)
for 2002. Results for 2003 included, mineral property write-downs of $118,081, a
$579,926 gain on the sale of short-term investments, a $210,603 gain on the sale
of land and equipment, and a $79,000 gain on the disposition of the "other
asset." For 2002, results included asset write-downs of $155,334, a $288,409
gain on the sale of short-term investments, a gain of $29,174 from a decrease in
Mill reclamation obligations, and an increase in the carrying value of the
"other asset" of $261,000 to reflect current uranium prices. The "other asset"
and the offsetting deferred credit represent a put option entered into in fiscal
1999, which granted a third party the option to put up to 400,000 pounds of
uranium 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. On December 20,
41
2002, the third party exercised the put option. The Company negotiated a
settlement and termination of the put option agreement for a payment of
$280,000, which was equal to the value of the put option based on then current
market conditions.
REVENUES
Revenues for fiscal 2003 of $12,550,018 consisted primarily of process milling
fees generated under the Company's alternate feed processing agreements.
Revenues for fiscal 2003 increased $5,719,881 or 84% as compared to $6,830,137
in fiscal 2002. The increase was primarily due to the alternate feed mill run,
which began during the third quarter of fiscal 2002, and was completed on May
23, 2003. Alternate feed processing activities in fiscal 2003 consisted of the
receipt, sampling, analysis and processing of Ashland 1, Linde, Heritage and
Molycorp materials.
The Company receives a recycling fee for a majority of the alternate feed
materials once they are delivered to the Mill. Fees are recorded as deferred
revenue until the material is processed at which time they are recorded as
revenue. In addition to the recycling fees, the Company will retain any uranium
recovered from these materials, which can be sold in subsequent periods.
The Company continues to hold approximately 424,000 pounds of vanadium, as black
flake, and approximately 144,000 pounds of vanadium, as vanadium pregnant
liquor. Over the past six months, vanadium prices have improved and are
currently trading in the range of $3.00 to $3.75 per pound V(2)O(5). The Company
will continue to evaluate opportunities to sell its inventory.
In addition to FUSRAP (Formerly Utilized Sites Remedial Action Program) material
from the Linde site, the Company continues to receive deliveries of alternate
feed materials from another uranium producer under a long-term arrangement.
While the Company will not receive a processing fee for this particular
alternate feed material, it will produce uranium from these materials, which
will then be sold. As of September 30, 2003, there were approximately 5,900 tons
of these materials at the Mill, containing approximately 396,700 lbs of uranium.
Revenues from these materials will be recognized as recovered uranium is sold.
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.
2003
($000, except per share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
--------------------------------------------------------------------------------------------------
Process milling revenue 4,274 4,818 3,281 42 12,415
Net income (loss) 2,266 2,545 1,126 (404) 5,533
Basic and diluted income (loss) per share 0.03 0.04 0.02 (0.01) 0.08
2002
($000, except per share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
--------------------------------------------------------------------------------------------------
Process milling revenue 115 147 607 5,961 6,830
Net income (loss) (1,133) (1,146) (1,763) 4,227 185
Basic and diluted income (loss) per share (0.02) (0.02) (0.03) 0.06 -
COST OF PRODUCTS AND SERVICES SOLD
Process milling expenditures for fiscal 2003 of $4,671,199, which represent
expenditures incurred receiving and processing alternate feed materials,
increased $2,623,408 as compared to process milling expenditures of $2,047,791
for fiscal 2002. The increase was due to approximately eight months of mill
processing during fiscal 2003 versus approximately four months during fiscal
2002.
Approximately 51,200 tons of material was received during the fiscal year
bringing the total received as of September 20, 2003 to over 302,400 tons from
the Ashland 1, Linde, Heritage and Molycorp sites. As of September 30, 2003,
approximately 35,700 tons of material remained in stockpile waiting to be
processed during the next mill run. The timing of the next mill run will depend
on a number of factors such as uranium price and the amount of materials that
will have been received on site.
42
MILL STAND-BY
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.
Mill stand-by expenditures were $738,730 for fiscal 2003 as compared to
$2,136,389 for fiscal 2002. The decrease of $1,397,659 or 65% was primarily due
to approximately four months of stand-by in fiscal 2003 versus eight months in
fiscal 2002. Significant staff reductions at the end of the third quarter also
contributed to the decrease in mill stand-by costs. Currently a crew of 15
management and maintenance personnel remains at the Mill. During the recently
completed mill run, the Mill maintained an average of 64 employees to process
its stockpile of alternate feed material.
SELLING, GENERAL AND ADMINISTRATIVE
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 2003 were
$2,622,131 as compared to $3,386,845 for fiscal 2002. The decrease of $764,714
or 23% was the result of decreased expenditures of $878,218 for legal fees
associated with regulatory actions, and other related overhead cost decreases,
offset by increases in Urizon expenditures of $113,504.
EXPLORATION
During the second quarter of fiscal 2002, the Company initiated a precious and
base metals exploration effort in Mongolia. This program is being funded 100% by
the Company. As of September 30, 2003, the Company controlled 68 exploration
licenses totaling 2.5 million hectares, 46 of these licenses are held 100% by
the Company and 22 licenses are under a purchase option. Detailed field programs
were initiated in the 2003 field season, including geologic mapping, geochemical
sampling, and geophysical surveys. In addition, the Company drilled
approximately 3,100 meters on its Shiveen Gol project area in western Mongolia.
Exploration property holdings are being refined as fieldwork results become
available.
Total gross program expenditures, including capitalized exploration
expenditures, for fiscal 2003 of $1,565,419 increased by $963,586 as compared to
$601,833 in fiscal 2002. The increase was due to extensive exploration,
including the drilling program on specific targets.
The Company also has a 70% interest in the Gurvan-Saihan Joint Venture in
Mongolia. The other parties to the joint venture are the Mongolian government as
to 15% and Geologorazvedka, a Russian geological concern, as to 15%. The joint
venture holds 5 exploration licenses totaling 1 million hectares. This in-situ
leach uranium project remained on stand-by during fiscal 2003.
OTHER INCOME AND EXPENSE
Net interest and other income for fiscal 2003 was $1,296,738 as compared to
$916,780 for fiscal 2002. The increase of $379,958 was primarily the result of
an increase in gains on the sale of short-term investments of $291,517 and an
increase in income from the sale of land and equipment of $206,017. In addition,
interest income decreased $89,155 due to a decrease in the average cash balances
available for investment.
RESULTS OF OPERATIONS
FISCAL 2002 VERSUS FISCAL 2001
The Company recorded net income of $184,990 (nil per share) for the year ended
September 30, 2002, compared with a net loss of $2,822,876 ($0.04 per share) for
2001. Results for 2002 included, asset write-downs of $155,334, a $288,409 gain
on the sale of short-term investments, a gain of $29,174 from a decrease in Mill
reclamation obligations, and an increase to the carrying value of the "other
asset" of $261,000 to reflect current uranium prices. For 2001, results included
a charge of $300,663 for expenses associated with an increase in Mill
reclamation obligations, a $361,177 gain on the sale of short-term investments,
and an increase to the carrying value of the "other asset" of $760,000 to
reflect current uranium prices.
43
REVENUES
Revenues for fiscal 2002 of $6,830,137 consisted of process milling fees
generated under the Company's alternate feed processing agreements. Revenues for
fiscal 2002 increased $6,020,374 from $809,763 in fiscal 2001. The increase was
due primarily to the commencement of the alternate feed mill run, which began on
June 13, 2002.
Process milling fees for fiscal 2002 of $6,830,137 increased $6,067,907 as
compared to process milling fees of $762,230 for fiscal 2001. Alternate feed
processing activities in fiscal 2002 consisted primarily of the receipt,
sampling and analysis of Ashland 1, Linde and Heritage materials and the
processing of Ashland 1 materials. Approximately 37,000 tons of material was
received during the fiscal year bringing the total received to over 251,100 tons
from the Ashland 1, Linde and Heritage sites. The Mill processed approximately
88,300 tons of this material during fiscal 2002, leaving a stockpile of
approximately 162,800 tons to be processed in fiscal 2003.
2002
($000, except per share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
--------------------------------------------------------------------------------------------------
Process milling revenue 115 147 607 5,961 6,830
Net income (loss) (1,133) (1,146) (1,763) 4,227 185
Basic and diluted income (loss) per share (0.02) (0.02) (0.03) 0.06 -
2001
($000, except per share amounts) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Full Year
--------------------------------------------------------------------------------------------------
Process milling revenue 276 246 153 87 762
Net income (loss) (709) (1,037) (1,274) 197 (2,823)
Basic and diluted income (loss) per share (0.01) (0.02) (0.02) - (0.04)
COST OF PRODUCTS AND SERVICES SOLD
Process milling expenditures for fiscal 2002 of $2,047,791, which represent
expenditures incurred receiving and processing alternate feed materials,
increased $1,280,830 as compared to process milling expenditures of $766,961 for
fiscal 2001. The increase was due primarily to the start-up of the Mill in
fiscal 2002. Expenditures incurred during fiscal 2002 for processing materials
were $1,726,572 as compared to fiscal 2001 when the Company did not process any
alternate feed materials. This increase in processing expenditures was partially
offset by a lower volume of material received at the Mill during 2002 as
compared to 2001. During fiscal 2002, the Company received 36,950 tons of
Ashland 1, Linde and Heritage materials at a cost of $321,218 as compared to
fiscal 2001 when the Company received 88,865 tons at a cost of $766,962. The
decrease of 51,915 tons or 58% was due to a decline in Ashland 1 material, as
the receipt of this material was then nearly complete.
MILL STAND-BY
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.
Mill stand-by expenditures were $2,136,389 for fiscal 2002 as compared to
$2,675,090 for fiscal 2001. The decrease of $538,701 or 20% was due to
approximately nine months of stand-by in fiscal 2002 versus twelve months in
fiscal 2001. The decrease in costs due to the shorter duration of stand-by was
partially offset by ramping up the number of personnel and additional
expenditures preparing for the mill run, which began during the third quarter of
fiscal 2002. The Mill added 42 additional employees in fiscal 2002 to process
its stockpile of alternate feed material.
SELLING, GENERAL AND ADMINISTRATIVE
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 2002 were
$3,386,845 as compared to $2,222,478 for fiscal 2001, an increase of $1,164,367.
The increase resulted primarily from increased expenditures for labor and
professional services, insurance, and other related costs associated with the
Company's vigorous efforts to expand its alternate feed, uranium-bearing waste
recycling business, and
44
increased expenditures associated with the Urizon Joint Venture, and the Moab
Project.
EXPLORATION
The Company initiated a precious and base metals exploration effort during
fiscal 2002 in Mongolia. This program was funded 100% by the Company, and the
Company holds a 100% interest in the lands that have been licensed for
exploration. At the end of September 2002, the Company had acquired 23
exploration licenses totaling 1.6 million hectares. Additional exploration
licenses were pending at the time. As of September 2002, activities had included
land and data acquisition, geophysical and geochemical analysis and an extensive
field program. Total program expenditures, including capitalized exploration
expenditures, for fiscal 2002 were $601,833.
OTHER INCOME AND EXPENSE
Net interest and other income for fiscal 2002 was $916,780 as compared to
$1,558,194 for fiscal 2001. The decrease of $641,414 was primarily the result of
an increase of $256,505 in income from equipment sales offset by a decrease of
$792,639 in interest income due to significantly lower interest rates paid on
short-term investments and a decrease in the average cash balances available for
investment.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2003, the Company had cash and short-term investments of
$4,729,039 and working capital of $7,294,884 as compared to cash and short-term
investments of $9,759,946 and a working capital deficit of $82,136 at September
30, 2002. The increase of $7,377,020 in working capital was primarily the result
of the Company's processing of alternate feed materials. As the alternate feed
materials were processed, deferred revenue was recorded as revenue, which
reduced current liabilities and assisted in the elimination of the Company's
working capital deficit. Deferred revenue of $2,158,938, which is associated
with approximately 35,700 tons of alternate feed material that remained in
stockpile after completion of the 2002/2003 mill run and is not expected to be
processed during the next 12 months, was accounted for as a long-term liability.
The Company must continue to generate new sources of alternate feed material to
maintain a positive working capital position.
Net cash used in operating activities was $4,396,379 for the fiscal year ended
September 30, 2003 and consisted primarily of net income from continuing
operations of $5,533,152, adjusted for non-cash items of depreciation of
$617,554, offset by an increase in trade and other receivables of $1,184,340
reflecting increased receipts of alternate feed material as well as amounts due
from Urizon. In addition, deferred revenues decreased by $8,740,256. Deferred
revenues represent proceeds received or receivable on delivery of alternate feed
materials but in advance of the required processing activity. As the Ashland 1,
Linde, Heritage and Molycorp materials were processed; the deferred revenue was
reclassified as revenue. The cost of processing these materials was recorded as
process milling expenditures and the Company's cash position was decreased by
the cost of processing.
Net cash provided by investment activities was $1,148,438 for the fiscal year
ended September 30, 2003 and consisted primarily of proceeds from the sale of
short-term investments of $3,559,403, offset by purchases of short-term
investments of $996,675. Restricted investments decreased by $536,392, primarily
reflecting the settlement and termination of the uranium concentrates sale and
put option agreement entered into with a third party. A $1,000,000 bond that
secured a portion of this transaction was released on January 15, 2003, which
resulted in an equal reduction in restricted investments. This reduction in
bonding was offset by interest income from restricted investments of $440,010.
Exploration expenditures on mineral properties in Mongolia that were capitalized
totaled $1,356,166 during fiscal 2003, and investment in intellectual property
from Urizon was $750,000. Intellectual property represents the Company's 50%
interest in Urizon's technology.
Net cash provided by financing activities during the fiscal year ended September
30, 2003 totaled $176,238 and consisted primarily of cash received from stock
options exercised of $468,924, offset by a cash payment of $280,000 to settle
and terminate the put option entered into during fiscal 1999.
The Company believes that existing funds and cash flow from operations should be
sufficient to satisfy its exploration activities, working capital requirements,
commitments under the Urizon Joint Venture, and capital expenditures for the
next twelve months. These funds have been supplemented by the issuance of
additional equity amounting to gross proceeds of Cdn $12,250,000, in the first
quarter of fiscal 2004.
45
CRITICAL ACCOUNTING ESTIMATES
The preparation of the Company's consolidated financial statements in conformity
with accounting principles in Canada and the United States requires management
to make estimates and assumptions regarding future events. These estimates and
assumptions affect the reported amounts of certain assets and liabilities, and
disclosure of contingent liabilities.
The most critical accounting principles upon which the Company's financial
status depends are those requiring estimates of the timing and amount of future
reclamation obligations and the recoverability of its capitalized mineral
property expenditures.
On an ongoing basis, management re-evaluates its estimates and assumptions.
However actual amounts could differ from those based on such estimates and
assumptions. The Company's accounting policies are further described in Note 2
to the consolidated financial statements.
CONTRACTUAL OBLIGATIONS
Set out below are the Company's principal contractual obligations in the
following categories:
Less than 1 to 3 3 to 5 More than
(expressed in thousands of dollars) 1 Year Years Years 5 Years
--------------------------------------------------
Operating lease obligations $109 $291 $92 -
Reclamation obligations - 12,321 - -
---------------------------------------------
$109 $12,612 $92 $99
=============================================
The reclamation obligations are fully bonded and the timing may be subject to
change depending upon the Company's business objectives.
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 the Mill's reclamation estimate
annually with the U.S. Nuclear Regulatory Commission. The Mill and mine
reclamation estimates at September 30, 2003 are $12,320,983, which are currently
expected to be 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 as collateral against these
bonds. For fiscal 2003 and 2002, the amount of these restricted investments
collateralizing the Company's reclamation obligations was $12,106,947 and
$11,666,937, respectively. The increase of $440,010 was due to interest income
from these investments.
As mentioned in previous reports, the Company had detected some chloroform
contamination at the Mill site that appeared 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, and from septic drain fields that
were used for laboratory and sanitary wastes prior to construction of the Mill's
tailings cells. In April 2003, the Company commenced an interim remedial program
of pumping the chloroform-contaminated water from the groundwater to the Mill's
tailings cells. This will enable the Company to begin clean up of the
contaminated areas and to take a further step towards resolution of this
outstanding issue. 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.
RESEARCH AND DEVELOPMENT
The Company does not have a research and development program per se. Process
development efforts expended in connection with processing 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
46
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.
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 uranium and
uranium/vanadium mining and exploration activities in 1999, and has shutdown all
of its uranium and uranium/vanadium mines and its Mongolian Gurvan-Saihan Joint
Venture. Also as a result of these market events, the Company decided to marshal
its resources and to concentrate its operations primarily on the continuing
development of the alternate feed, uranium-bearing waste recycling business.
Although uranium prices have increased to $15.50-$15.60 per pound U(3)O(8) as of
February 12, 2004, and vanadium is currently trading in the range of $3.00 to
$3.75 per pound V(2)O(5), prices are still too low to justify the operation of
the Company's U.S. mines given their higher cost of production. However, with
these higher uranium prices, the Company is evaluating restarting development of
its Gurvan-Saihan Joint Venture. In addition, the Company acquired additional
uranium exploration properties in Canada in fiscal 2004 and has commenced an
aggressive exploration program on certain of those properties.
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.
OUTLOOK FOR 2004
With the recent increases in uranium price and the improvement in uranium market
fundamentals, the Company will be putting more focus on acquisition and
development of world-class uranium projects, including its Canadian exploration
properties, while also continuing to aggressively pursue additional alternate
feed material for the White Mesa Mill.
Revenues for fiscal 2004 will depend on the timing and length of the next mill
run and the decision by management to sell uranium and vanadium from
inventories. Currently, the Company is performing confirmatory test work for a
potential mill run later in the year, in which three alternate feed materials,
which have uranium grades ranging from 2% to 10%, would be processed. In
addition to these materials, the Company anticipates continuing to receive
alternate feed materials from the Linde FUSRAP site throughout the year, as well
as approximately 5,000 tons of material from a commercial generator. With
respect to the Urizon project, the Company and its joint venture partner,
Nuclear Fuel Services, Inc., are investigating alternative commercial
arrangements, and re-evaluating the feasibility of the project, as a result of
the Department of Energy's recent decision not to fund the program at this time.
To reduce overhead and stand-by expenditures, the Company has reduced the White
Mesa Mill staff from a typical stand-by crew of 20 to 25 personnel to 15
personnel. At its Denver office, the Company has reduced staffing and relocated
some functions to the White Mesa Mill and to its office in Vancouver, B.C.
With higher uranium prices, the Company is evaluating restarting activity in
Mongolia on its Gurvan-Saihan Joint Venture. With respect to the U.S.
uranium/vanadium mines, however, the Company intends to maintain those assets on
stand-by pending further increases in uranium and vanadium prices, at which time
the Company would study the feasibility of re-opening some of these mine sites.
The Company will continue to pursue its precious and base metals program in
Mongolia on a limited basis, with the goal to identify potential joint venture
partners to provide additional funding for the exploration programs or to
potentially sell the properties.
47
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. Various third parties have challenged certain of the Mill's
license amendments, 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.
Exploration for and development of mineral properties involve significant
financial risks which even a combination of careful evaluation, experience and
knowledge may not eliminate. While discovery of an ore body may result in
substantial rewards, few properties which are explored are ultimately developed
into producing mines. Major expenditures may be required to establish reserves
by drilling, constructing mining and process facilities at a site, developing
metallurgical processes and extracting uranium and other metals from ore. It is
impossible to ensure that the current exploration programs of the Company will
result in profitable commercial mining operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the foregoing Results of Operations and
elsewhere in this Form 20-F 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, risks inherent in mineral exploration activities and other operating
and development risks, 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).
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 February 17, 2004, are as follows:
48
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 110,000 Director of a number of publicly-traded companies,
present including: Canadian Gold Hunter Corp. and Tenke
Mining Corp.
DAVID C. FRYDENLUND May 9, 1997 Vice President, General Counsel, Chief Financial
Lone Tree, CO to 243,000 Officer and Corporate Secretary of the Company.
present
RON F. HOCHSTEIN April 6, 2000 President and Chief Executive Officer of the Company
Lakewood, CO to 343,000 since April 6, 2000; from January 31, 2000 to April
present 6, 2000, Vice President and Chief Operating Officer
of the Company. Director of Atacama Minerals Corp.,
a publicly traded natural resources company.
LUKAS H. LUNDIN(2) May 9, 1997 Chairman of the Board of the Company; Director and/or
Vancouver, BC to officer of a number of publicly-traded natural
present 558,500 resource companies, including: Lundin Petroleum AB,
Atacama Minerals Corp., Valkyries Petroleum Corp.,
Canadian Gold Hunter Corp., 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 75,000 publicly-traded companies, including: Lundin
present Petroleum AB, Valkyries Petroleum Corp., Canadian
Gold Hunter Corp., Tenke Mining Corp., Tanganyika Oil
Company Ltd. and South Atlantic Resources Ltd.
(1) Each of the Directors and Officers of the Company owns 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."
(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 Mr. Ron Hochstein who 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.
Please note Item 7 below for information relating to interests of Management in
certain related party transactions.
49
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, 2003:
ANNUAL COMPENSATION
FOR THE YEAR ENDED SEPTEMBER 30, 2003
SECURITIES
UNDER
OPTIONS/
OTHER ANNUAL SARS GRANTED ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(1) BONUS COMPENSATION (#)(5) COMPENSATION
-------------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 160,000 Nil Nil 250,000 Nil
President and Chief Executive
Officer(2)
-------------------------------------------------------------------------------------------------------------------
David C. Frydenlund, 158,400 Nil Nil Nil Nil
Vice President, General Counsel,
Chief Financial Officer, and
Corporate Secretary(2)
-------------------------------------------------------------------------------------------------------------------
Harold R. Roberts (2)(3), Vice 140,000 Nil 3,000 (4) Nil Nil
President, Corporate Development
of the Company's subsidiary
International Uranium (USA)
Corporation
(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 and David C. Frydenlund currently have,
and, as of September 30, 2003, Harold R. Roberts had contracts of
employment with the Company's subsidiary, International Uranium (USA)
Corporation. There are no compensatory plans or arrangements 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 for Messrs Hochstein and Frydenlund is September 30,
2004, and the expiry date for Mr. Roberts' employment contract was May 31,
2004. As a result of a downsizing of the Company's head office, Mr. Roberts
resigned from his position of Vice President Corporate Development
effective October 31, 2003, and has been retained on a consulting basis
since then. Mr. Roberts received a severance payment of $35,000.
(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. Mr. Roberts rejoined the Company on May 14, 2001 as Vice
President Corporate Development of the Company's subsidiary International
Uranium (USA) Corporation, which position he held until October 31, 2003 at
which time he resigned from that position due to a downsizing of the
Company's head office.
(4) 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.
(5) In November, 2003, each of Messrs. Hochstein and Frydenlund were granted
incentive stock options to purchase up to 400,000 and 250,000 common shares
of the Company, respectively. These options are exercisable at any time up
to November 26, 2006 at an exercise price of Cdn $1.01 per share.
50
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
-------------------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 250,000 100% $0.31 $0.31 October 10, 2005
=========================================================================================================================
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 21, 2003.
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 such
contracts in respect of resignation, retirement, termination, change in control
of the Company or responsibilities. These employment contracts expire on
September 30, 2004. 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
-----------------------------------------------------------------------------------------------------------
John H. Craig John H. Craig John H. Craig John H. Craig
Lukas H. Lundin Lukas H. Lundin Lukas H. Lundin Lukas H. Lundin
William A. Rand William A. Rand William A. Rand David C. Frydenlund
AUDIT COMMITTEE
The Audit Committee oversees the financial reporting process of the Company on
behalf of the Board. All auditing services and non-audit services to be provided
to the Company by the Company's auditors are pre-approved by the audit
committee. The Committee reviews, on a continuous basis, any reports prepared by
the Company's external auditors relating to the Company's accounting policies
and procedures, as well as internal control procedures and systems. The
Committee is also responsible for examining all financial information, including
annual and quarterly
51
financial statements, prepared for securities commissions and similar regulatory
bodies prior to filing or delivery of the same. The Audit Committee also
oversees the annual audit process, the Company's internal accounting controls,
the Code of Ethics for senior officers and the resolution of issues identified
by the Company's external auditors, and recommends to the Board the firm of
independent auditors to be nominated for appointment by the shareholders. The
Audit Committee meets a minimum of four times per year.
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 Company's compensation philosophy for executives continues to follow three
underlying principles; namely, (i) to provide a compensation package that
encourages and motivates performance; (ii) to be competitive with other
companies of similar size and scope of operations so as to attract and retain
talented executives; and (iii) to align the interests of its executive officers
with the long-term interests of the Company and its shareholders through
stock-related programs.
When determining both compensation policies and programs and individual
compensation levels for executive officers, the Committee takes into
consideration a variety of factors. These factors include overall financial and
operating performance of the Company, the Committee and the Board's overall
assessment of each executive's individual performance and contribution towards
meeting corporate objectives, levels of responsibility, length of service, and
industry comparables.
Executive compensation is comprised primarily of a base salary and participation
in the Corporation's incentive stock option and 401K plans, and may also consist
of bonuses and other perquisites which are awarded on an occasional basis.
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.
The Compensation Committee has also been mandated to review the adequacy and
form of the compensation of directors and to ensure that the compensation
realistically reflects the responsibilities and risk involved in being an
effective director.
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
The Corporate Governance and Nominating Committee is responsible for developing
and monitoring the Company's approach to corporate governance issues. The
Committee overseas the effective functioning of the Board, overseas the
relationship between the Board and management, ensures that the Board can
function independently of management at such times as is desirable or necessary,
identifies possible nominees for the Board and, with the assistance of the Board
and where necessary, develops an orientation and education program for new
recruits to the Board. The Corporate Governance and Nominating Committee also
annually reviews and makes recommendations to the Board with respect to: (i) the
size and composition of the Board; (ii) the appropriateness of the committees of
the Board; and (iii) the contribution of individual directors. In addition, the
Committee delivers an annual statement on corporate governance to the Board of
the inclusion in either the Company's annual report or management proxy
circular.
52
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 September 30, 2003 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 GEOGRAPHIC LOCATION
LOCATION 2003 2002 2001
---- ---- ----
Denver Head Office 9 10 9
------------------------------------------------------------------
White Mesa Mill 15 66 23
------------------------------------------------------------------
Mongolia Office 4 2 2
------------------------------------------------------------------
Total 28 78 34
------------------------------------------------------------------
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 February 17, 2004.
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 100,000 November 27, 2003 1.01 November 26, 2006
--------------------------------------------------------------------------------------------------------------------
David C. Frydenlund 250,000 November 27, 2003 1.01 November 26, 2006
200,000 January 16, 2002 0.30 January 15, 2005
--------------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 400,000 November 27, 2003 1.01 November 26, 2006
250,000 October 11, 2002 0.31 October 10, 2005
--------------------------------------------------------------------------------------------------------------------
Lukas H. Lundin 400,000 November 27, 2003 1.01 November 26, 2006
--------------------------------------------------------------------------------------------------------------------
William A. Rand 100,000 November 27, 2003 1.01 November 26, 2006
--------------------------------------------------------------------------------------------------------------------
Total 1,700,000
--------------------------------------------------------------------------------------------------------------------
STOCK OPTION PLAN
The major features of the Company's stock option plan (the "Stock Option Plan")
can be summarized as follows:
53
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.
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
February 17, 2004 and the total amount of these securities owned by the officers
and directors as a group.
MAJOR SHAREHOLDERS
NUMBER OF COMMON
IDENTITY OF PERSON OR GROUP SHARES OWNED PERCENTAGE
--------------------------------------------------------------------------------------------------
Adolf H. Lundin 6,500,000 8.3%
--------------------------------------------------------------------------------------------------
Directors and Officers as a group (6 persons) 1,329,500 1.7%
--------------------------------------------------------------------------------------------------
Mr. Adolf Lundin, during the past year has reduced his share position from
34.2%, which he held over the past three years, to 8.3%. 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 19, 2004, 13,741,126, or 18%, of the Company's outstanding common
stock were registered in the names of 61 residents of the United States. The
Company's common stock is issued in registered form and the
54
number of shares reported to be held by U.S. shareholders of record is taken
from the records of Computershare 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
Ron F. Hochstein, 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.
During the year ended September 30, 2003, the Company incurred legal fees of
$45,847 to a law firm of which a partner is a director of the Company. Legal
fees incurred with this law firm were $10,960 for the year ended September 30,
2002 and $8,402 for the year ended September 30, 2001.
During the years ended September 30, 2003, 2002 and 2001, the Company incurred
management and administrative service fees of $90,000 to a company owned by the
Chairman of the Company, which provides investor relations, office premises,
secretarial and other services in Vancouver. Amounts due to this company were
nil as of September 30, 2003 (2002 - $7,500).
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. The loan was forgiven on September 30, 2002. The loan was
non-interest bearing and was collateralized by the officer's personal residence.
During the year ended September 30, 2003, the Company provided mine reclamation
management and engineering support services of $135,017 on a cost plus basis to
a company with common directors. Amounts due from this company were $92,426 as
of September 30, 2003.
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-19 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.
55
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 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 Conservation and Recovery Act (42 U.S.C. ss. 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 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.
56
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 an 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 any potential 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. On April 13, 2002, the Commission rendered its decision denying the
appeal and confirming the Presiding Officer's order granting standing to Mr.
Love and the Glen Canyon Group of the Sierra Club. An informal hearing under
Subpart L of the Commission's Rules of Practice on the merits of the challenges
to the Molycorp license amendment took place between February and August 2002.
On August 28, 2002, the Presiding Officer rendered his decision in favor of the
Company's position, confirming the Molycorp license amendment. The Petitioners
did not appeal the Presiding Officer's decision to the Commission.
The Company submitted letters to NRC Staff with supporting documentation dated
June 15, 25, and August 3, 2001, requesting that NRC amend the 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.
On April 12, 2002, the Commission rendered a decision approving the Presiding
Officer's order in part and remanding one issue back to the Presiding Officer
for reconsideration and clarification. On April 26, 2002, the Presiding Officer
issued an order clarifying and reconfirming his previous order on this point. On
May 1, 2002, the Glen Canyon Group of the Sierra Club further appealed the
Presiding Officer's reconfirmed opinion. On October 1, 2002, the Commission
rendered its decision denying the appeal and confirming the Presiding Officers
decision. The Glen Canyon Group of the Sierra Club did not appeal the
Commission's decision to the U.S. Court of Appeals. NRC issued the license
amendment on September 23, 2002, authorizing the processing of the Maywood
materials at the Mill.
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
57
Mill, and that disposed of laboratory wastes into a State of Utah inspected and
approved disposal leach field, and/or septic tank drainfields that serviced both
laboratory operations and sanitary sewage prior to construction of the Mill's
tailings cells. 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 1,000 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. Interim measures have been instituted in order to contain the
contamination and to pump contaminated groundwater into the Mill's tailings
cells. A final corrective action plan, if necessary, has not yet been developed.
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, 2003, 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.
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
market prices and the volume of the common shares traded on The Toronto Stock
Exchange during the periods indicated:
58
TRADING INFORMATION
HIGH LOW VOLUME
---- --- ------
PERIOD (Cdn $) (Cdn $)
-----------------------------------------------------------------------------------------------------------
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 1, 2001-September 30, 2002 0.50 0.25 9,883,580
-----------------------------------------------------------------------------------------------------------
October 1, 2002-September 30, 2003 0.75 0.25 29,388,200
-----------------------------------------------------------------------------------------------------------
October-December 2001 0.34 0.25 2,013,800
-----------------------------------------------------------------------------------------------------------
January-March 2002 0.40 0.30 1,336,900
-----------------------------------------------------------------------------------------------------------
April-June 2002 0.50 0.30 5,315,500
-----------------------------------------------------------------------------------------------------------
July-September 2002 0.37 0.30 1,228,400
-----------------------------------------------------------------------------------------------------------
October-December 2002 0.35 0.25 1,117,600
-----------------------------------------------------------------------------------------------------------
January-March 2003 0.49 0.29 3,321,900
-----------------------------------------------------------------------------------------------------------
April-June 2003 0.35 0.28 3,371,600
-----------------------------------------------------------------------------------------------------------
July-September 2003 0.75 0.29 21,577,100
-----------------------------------------------------------------------------------------------------------
October-December 2003 1.76 0.50 28,288,600
-----------------------------------------------------------------------------------------------------------
August 2003 0.62 0.32 18,681,700
-----------------------------------------------------------------------------------------------------------
September 2003 0.75 0.47 1,777,000
-----------------------------------------------------------------------------------------------------------
October 2003 1.20 0.50 9,703,200
-----------------------------------------------------------------------------------------------------------
November 2003 1.50 0.69 9,430,100
-----------------------------------------------------------------------------------------------------------
December 2003 1.76 1.18 9,155,300
-----------------------------------------------------------------------------------------------------------
January 2004 1.75 1.35 6,178,400
-----------------------------------------------------------------------------------------------------------
February 1 to February 12, 2004 2.05 1.40 2,375,100
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 12/31/02,
3/31/03, 6/30/03, 9/30/03 and December 31, 2003:
EXCHANGE RATES-ANNUAL
YEAR AVERAGE LOW - HIGH SEPTEMBER 30
-------------------------------------------------------------------------------
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
----------------------------------------------------------------------------
2002 0.6361 0.6175 - 0.6656 0.6336
----------------------------------------------------------------------------
2003 0.6853 0.6252 - 0.7512 0.7391
EXCHANGE RATES-QUARTERLY
CALENDAR QUARTER ENDED AVERAGE LOW-HIGH LAST DAY OF QUARTER
-------------------------------------------------------------------------------------
12/31/02 0.6372 0.6252 - 0.6470 0.6344
------------------------------------------------------------------------------
03/31/03 0.6621 0.6327 - 0.6854 0.6797
------------------------------------------------------------------------------
06/30/03 0.7161 0.6690 - 0.7512 0.7427
------------------------------------------------------------------------------
09/30/03 0.7257 0.7043 - 0.7497 0.7391
------------------------------------------------------------------------------
12/31/03 0.7601 0.7371 - 0.7747 0.7727
The rate of exchange for the conversion of United States dollars into Canadian
dollars average on February 12, 2004 was $0.7614 (Cdn.$1.00 = U.S.$0.7614).
59
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.
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
60
- 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.
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.
61
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, apart from usual withholding taxes payable at rates fixed by Treaty.
The Company is subject to the Investment Canada Act (the "ICA"). Under the ICA,
the acquisition of "control" of certain "businesses" by "non-Canadians" is
subject to either notification or review, by the Investment Review Division of
Industry Canada (or the Department of Canadian Heritage, with respect to
cultural businesses and businesses that relate to Canada's cultural heritage or
national identity), 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 by the ICA 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" under the ICA.
Where an investor acquiring control of a Canadian business is resident of a
World Trade Organization ("WTO") country, including Americans, the investment is
generally reviewable only if it involves the direct acquisition of a Canadian
business with assets, and as of January 1, 2004, of Cdn $237 million or more
(this figure is adjusted annually to reflect inflation). Indirect acquisitions
by WTO investors are not reviewable, unless the Canadian
62
business acquired is engaged in activities in any of the sensitive areas
discussed below, in which case lower thresholds for review apply.
Special thresholds apply to acquisitions of Canadian businesses engaged in
certain sensitive areas, namely uranium production, financial services,
transportation or cultural businesses. Where the Canadian business participates
in any of these sensitive areas, the investment is subject to review where its
assets are valued at over Cdn $5 million (for direct acquisitions) and Cdn $50
million (for indirect acquisitions). In addition, where certain requirements of
ICA's regulations are met and a cabinet order is issued to the effect that the
Canadian business relates to Canada's cultural heritage or national identity,
review is possible, at the discretion of the Minister of Canadian Heritage,
regardless of asset values.
If an investment is reviewable, an application for review, in the form
prescribed by the ICA's regulations, is normally required to be filed with the
Investment Review Division of Industry Canada or the Department of Canadian
Heritage, as applicable, prior to the investment taking place and the investment
may not be consummated until the review has been completed. However, the ICA
provides for the Minister of Industry or of Canadian Heritage, as applicable, 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. An application in
this regard is filed with the applicable Minister, together with any other
information or written undertakings given by the acquirer and any representation
submitted to the applicable department by a province that is likely to be
significantly affected by the investment.
The Minister determines 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, as set out in the ICA, 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 ICA requires that the non-Canadian investor provide notice of
the acquisition, in the form prescribed, 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.
E. TAXATION
The following paragraphs set forth United States and Canadian income tax
considerations about the ownership of shares of the Company, as of February 17,
2004. 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 February 17, 2004, 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 February 17, 2004, any or all of which could be materially and
adversely changed,
63
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
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
64
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.
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
65
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, 2003. 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 February 17, 2004, 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.
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.
66
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.
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 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.
67
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, and, if commodity prices continue to rise, possibly from
production from uranium mining properties, 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, 2003. 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.
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. CONTROLS AND PROCEDURES
(a) The President and Chief Executive Officer and the Chief Financial Officer
of the Company have reviewed the Company's disclosure controls and
procedures (as defined in 17 CFR 240.13a-15(e), and the effectiveness
thereof, based on an evaluation conducted on February 2, 2004, and have
concluded that such controls and procedures are effective and are adequate
to support the certificates given by such officers in this document.
(b) Not Applicable.
68
(c) Not Applicable.
(d) There have not been any significant changes in the Company's internal
controls or in any other factors that could significantly affect these
controls subsequent to February 2, 2004, including any corrective actions
with regard to significant deficiencies and material weaknesses.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Company's Board of Directors has determined that the Company does not have
an audit committee financial expert, within the meaning of item 401(h) of SEC
Regulation S-K, serving on its audit committee.
Although a person with such qualifications does not serve on the Company's audit
committee, the members of the Company's audit committee nevertheless have
extensive experience in dealing with financial statements, accounting issues,
internal control and other related matters relating to public resource-based
companies. The Company is currently in the process of searching for a financial
expert with the qualifications required by item 401(h) of SEC Regulation S-K and
that has the requisite knowledge and experience in the Company's business, to be
added to the Company's Board of Directors and to serve as the financial expert
on the Audit Committee.
ITEM 16B. CODE OF ETHICS
The Company has adopted a code of ethics that applies to the Company's principal
executive officer, principal financial officer, principal accounting officer or
controller, persons performing similar functions and other officers of the
Company. This code of ethics is filed as an exhibit to this Form 20-F and is
also available on the Company's website at www.intluranium.com.
Since the code of ethics was recently adopted on February 12, 2004, the code was
not in effect during the Company's fiscal year ended September 30, 2003, and
disclosure regarding such fiscal year is not applicable.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fiscal Year Ending Audit Fees Audit-Related Fees Tax Fees All other Fees
-------------------------------------------------------------------------------------------------------
9/30/03 $57,000 Nil $24,450 (1) Nil
--------------------------------------------------------------------------------------------
9/30/02 $52,500 $2,500 (3) $17,500 (2) Nil
(1) Tax fees consist of fees of $19,500 for assisting the Company in preparing
U.S. and Canadian income tax returns and $4,950 for tax planning services.
(2) Tax fees consist of fees for assisting the Company in preparing and filing
U.S. and Canadian income tax returns.
(3) Audit-related fees consist of fees for review and discussion of accounting
matters relating to the Urizon Joint Venture.
The Company's audit committee policy provides "All auditing services and
non-audit services provided to the Corporation by the Corporation's auditors
shall, to the extent and in the manner required by applicable law or regulation,
be pre-approved by the Audit Committee of the Corporation. In no circumstances
shall the Corporation's auditors provide any non-audit services to the
Corporation that are prohibited by applicable law or regulation."
The following sets forth the percentage of services described above that were
approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
of Regulation S-X:
Audit Related Fees: 100%
Tax Fees: 100%
All Other Fees: not applicable
ITEM 16D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
69
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
See Pages F-1 through F-19 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 Shareholders........................................................ F-1
Consolidated Balance Sheets at September 30, 2003 and 2002.................................. F-2
Consolidated Statements of Operations and Deficit
For the Years Ended September 30, 2003, 2002 and 2001................................... F-3
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2003, 2002 and 2001....................................................... 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-20
Exhibit 1.1 Company's Corporate Structure Chart F-21
Exhibit 14 Code of Ethics For the Chief Executive Officer, Chief
Financial Officer and Other Officers F-22
Exhibit 31 302 Certification F-24
Exhibit 32 906 Certification F-26
70
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: February 17, 2004
71
EXHIBIT 1.1 - COMPANY'S CORPORATE STRUCTURE CHART
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Auditors' Report to the Shareholders............................................ F-1
Consolidated Balance Sheets at September 30, 2003 and 2002...................... F-2
Consolidated Statements of Operations and Deficit
For the Years Ended September 30, 2003, 2002 and 2001...................... F-3
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2003, 2002 and 2001.......................................... F-4
Notes to the Consolidated Financial Statements.................................. F-5
AUDITORS' REPORT
TO THE SHAREHOLDERS OF
INTERNATIONAL URANIUM CORPORATION
We have audited the consolidated balance sheets of International Uranium
Corporation as at September 30, 2003 and 2002 and the consolidated statements of
operations and deficit and cash flows for the years ended September 30, 2003,
2002 and 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 generally accepted auditing standards
in Canada and the United States. 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,
2003 and 2002 and the results of its operations and its cash flows for the years
ended September 30, 2003, 2002 and 2001 in accordance with Canadian generally
accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
Chartered Accountants
Vancouver, B.C., Canada
November 14, 2003 (except as to Note 17, which is as of January 8, 2004)
F-1
INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNITED STATES DOLLARS)
AT SEPTEMBER 30
2003 2002
-------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,639,079 $ 6,710,782
Short-term investments 1,089,960 3,049,164
Trade and other receivables 833,038 99,850
Inventories (Note 3) 1,761,368 1,720,952
Prepaid expenses and other 382,488 368,435
Due from Urizon Joint Venture (Note 4) 451,152 -
Other asset (Note 8) - 3,861,000
8,157,085 15,810,183
-------------------------------------
Plant and equipment, net (Note 5) 2,825,238 3,363,253
Mongolia mineral properties (Note 6) 1,776,982 538,897
Intangible asset (Note 4) 750,000 -
Restricted investments (Note 7) 12,106,947 12,666,937
-------------------------------------
$ 25,616,252 $ 32,379,270
=====================================
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities $ 847,729 $ 762,883
Notes payable 14,472 10,242
Deferred revenue - 10,899,194
Deferred credit (Note 8) - 4,220,000
862,201 15,892,319
-------------------------------------
Notes payable, net of current portion 51,052 43,548
Reclamation obligations (Note 9) 12,320,983 12,320,983
Deferred revenue 2,158,938 -
Other long-term liability (Note 4) 98,582 -
-------------------------------------
15,491,756 28,256,850
-------------------------------------
SHAREHOLDERS' EQUITY
Share capital (Note 10)
Issued and outstanding (68,970,066 and 65,735,066 shares) 37,935,533 37,466,609
Deficit (27,811,037) (33,344,189)
-------------------------------------
10,124,496 4,122,420
-------------------------------------
$ 25,616,252 $ 32,379,270
=====================================
Contingency (Note 14)
Subsequent events (Note 17)
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)
(UNITED STATES DOLLARS)
YEARS ENDED SEPTEMBER 30
2003 2002 2001
---------------------------------------------------
OPERATIONS
Revenue
Vanadium sales $ - $ - $ 47,533
Process milling 12,415,001 6,830,137 762,230
Engineering Services (Note 13(d)) 135,017 - -
---------------------------------------------------
Total revenue 12,550,018 6,830,137 809,763
---------------------------------------------------
Costs and expenses
Vanadium cost of sales - - 22,108
Process milling expenditures 4,671,199 2,047,791 766,961
Mill stand-by expenditures 738,730 2,136,389 2,675,090
Selling, general and administrative 2,622,131 3,386,845 2,222,478
Exploration general 209,253 62,936 -
Write-down of inventories (Note 3) - 155,334 -
Write-down of mineral properties (Note 6) 118,081 - -
Change in market value of other asset (Note 8) (79,000) (261,000) (760,000)
Change in reclamation obligations - (29,174) 157,663
Depreciation 33,210 62,806 106,533
---------------------------------------------------
8,313,604 7,561,927 5,190,833
---------------------------------------------------
Income (loss) before undernoted items 4,236,414 (731,790) (4,381,070)
Other income (expense)
Gain (loss) on sale of land and equipment 210,603 4,586 (143,929)
Gain on sale of short-term investments 579,926 288,409 361,177
Net interest and other income 506,209 623,785 1,340,946
---------------------------------------------------
NET INCOME (LOSS) FOR THE YEAR $ 5,533,152 $ 184,990 $ (2,822,876)
===================================================
Basic and diluted income (loss) per share (Note 10) $ 0.08 $ - $ (0.04)
===================================================
Basic weighted average number of shares outstanding 67,011,765 65,652,998 65,542,943
===================================================
DEFICIT
Deficit, beginning of year $ (33,344,189) $ (33,529,179) $ (30,706,303)
Net income (loss) for the year 5,533,152 184,990 (2,822,876)
---------------------------------------------------
DEFICIT, END OF YEAR $ (27,811,037) $ (33,344,189) $ (33,529,179)
===================================================
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
2002 2001 2000
---------------------------------------------------
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income (loss) for the year $ 5,533,5152 $ 184,990 $ (2,822,876)
Items not affecting cash
Depreciation 617,554 813,050 872,307
(Gain) loss on sale of land and equipment (210,603) (4,586) 143,929
Gain on sale of short-term investments (579,926) (288,409) (361,177)
Write-down of inventories - 155,334 -
Gain on disposition of other asset (79,000) - -
Gain in market value of other asset - (261,000) (760,000)
(Decrease) increase in reclamation liabilities - (29,174) 157,663
Write-down of mineral properties 118,081 - -
Forgiveness of notes receivable - 200,000 -
Changes in non-cash working capital items
(Increase) decrease in trade and other receivables (1,184,340) 1,450,388 892,826
(Increase) decrease in inventories (40,416) 10,269 26,983
(Increase) decrease in other current assets (14,053) (162,525) 50,778
Increase (decrease) in other accounts payable
and accrued liabilities 183,428 355,493 (248,662)
Decrease (increase) in deferred revenue (8,740,256) (4,166,921) 5,786,113
---------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATIONS (4,396,379) (1,743,091) 3,737,884
---------------------------------------------------
INVESTING ACTIVITIES
Purchase of properties, plant and equipment (74,616) (215,554) (78,151)
Mongolia mineral properties (1,356,166) (538,897) -
Purchase of intangible asset (750,000) - -
Proceeds from sale of surplus equipment and land 230,100 40,964 41,907
Purchase of short-term investments (996,675) (752,626) (13,070,658)
Proceeds from sale of short-term investments 3,559,403 9,679,079 1,744,627
Decrease (increase) in restricted investments 536,392 (2,141,864) (1,654,084)
---------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTMENT ACTIVITIES 1,148,438 6,071,102 (13,016,359)
---------------------------------------------------
FINANCING ACTIVITIES
(Increase) decrease in notes payable (12,686) 31 (16,592)
Settlement of other asset (280,000) - -
Exercise of stock options 438,924 17,396 9,811
---------------------------------------------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES 176,238 17,427 (6,781)
---------------------------------------------------
(Decrease) increase in cash and cash equivalents (3,071,703) 4,345,438 (9,285,256)
Cash and cash equivalents, beginning of year 6,710,782 2,365,344 11,650,600
---------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 3,639,079 $ 6,710,782 $ 2,365,344
===================================================
The accompanying notes are an integral part of these financial statements.
F-4
International Uranium Corporation
Notes to Consolidated Financial Statements
September 30, 2003, 2002 and 2001
(United States Dollars)
1. ORGANIZATION AND NATURE OF OPERATIONS
International Uranium Corporation ("IUC" or the "Company") is incorporated
under the Business Corporations Act (Ontario). The Company is engaged
primarily in uranium exploration and in the business of recycling
uranium-bearing waste materials, referred to as "alternate feed materials,"
for the recovery of uranium, alone or in combination with other metals, as
an environmentally preferable alternative to the direct disposal of these
waste materials. 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"). In addition, the Company sells uranium recovered from these
operations, as well as vanadium and other metals that can be produced as a
co-product with uranium. The Company owns several uranium and
uranium/vanadium mines in the U.S. that have been shut down pending further
improvements in commodity prices. The Company is also engaged in precious
and base metals exploration in Mongolia.
The Company intends to continue to devote significant resources to the
development of the alternate feed, uranium-bearing waste recycling
business. The Company expects that the development of the business of
recycling uranium-bearing materials can continue to help offset Mill and
mine standby costs, and, potentially, result in sustained profitable
operations for the Company. While the Company has had considerable success
to date in this initiative, and the alternate feed business has helped to
offset Mill and mine standby costs, the Company has not to date developed a
sufficient backlog of alternate feed business to result in sustained
profitable operations for the Company solely from this business. Developing
this backlog will continue to be a major focus of the Company.
In the first quarter of fiscal 2003, the Company entered into a joint
venture with Nuclear Fuel Services, Inc. ("NFS") for the pursuit of a
long-term alternate feed program for the Company's Mill. The joint venture
is carried out through Urizon Recovery Systems, LLC, a 50/50 joint venture
company.
2. SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in Canada. Differences from
United States generally accepted accounting principles, which would have a
significant impact on these financial statements, are disclosed in Note 16.
a. Basis of consolidation
The consolidated financial statements include the accounts of its wholly
owned subsidiaries, International Uranium Holdings Corporation,
International Uranium (Bermuda I) Ltd., International Uranium (Bermuda II)
Ltd., International Uranium Company (Mongolia) Ltd., and International
Uranium (USA) Corporation, and on a proportionate consolidation basis,
Urizon Recovery Systems, LLC.
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 short term money
market instruments with maturities at the date of purchase of three months
or less.
F-5
d. Income taxes
The Company follows the liability method of accounting for income taxes.
Under this method, future income taxes are recognized for the future income
tax consequences attributable to differences between the financial
statement carrying values and the respective income tax basis of assets and
liabilities (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 substantively 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 substantive 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. 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. Investments are written down to reflect an
other than temporary impairment.
Investments in joint ventures are accounted for using the proportionate
consolidation method. Under this method, the Company's proportionate share
of joint venture revenues, expenses, assets and liabilities is included in
the accounts.
f. Inventories
In-process inventories, which consist of partially processed uranium and
vanadium bearing ores, and uranium and vanadium concentrates are valued at
the lower of cost and net realizable value using the first-in, first-out
method. Consumable parts and supplies are valued at the lower of weighted
average cost and replacement cost.
g. Plant and equipment
Plant and equipment are recorded at the lower of cost and net recoverable
amount. 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 and
net realizable value. Gains or losses from normal sales or retirements of
assets are included in other income or expense.
h. Exploration properties
Mineral exploration costs are capitalized as incurred. When it is
determined that a mineral property can be economically developed, the cost
of the property and the related exploration expenditures are amortized
using the unit-of-production method over the estimated life of the ore
body. When a project is determined to be unsuccessful, the mining property
and the related exploration expenditures are written down to their net
recoverable amount.
i. 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 undiscounted
future cash flows. 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 and capital costs from estimated revenues.
Estimated revenues are based on estimated uranium and vanadium prices
(considering current and historical prices, price trends and related
factors), estimates of the pounds of uranium and vanadium to be produced,
and estimated recycling fees from alternate feed materials. Assumptions
underlying future cash flow estimates are subject to risks and
uncertainties. Any differences between significant assumptions used and
actual market conditions
F-6
and/or the Company's performance could have a material effect on the
Company's financial position and results of operations.
j. Environmental protection and reclamation costs
Effective October 1, 2002, the Company adopted the new standard of the
Canadian Institute of Chartered Accountants ("CICA") relating to asset
retirement obligations. Under this new standard, asset retirement
obligations are recognized when incurred and recorded as liabilities at
fair value. Under the standard, the liability is accreted over time through
periodic charges to earnings.
The implementation of this standard was not material to the Company.
k. 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 mineral exploration properties in Mongolia and Canada. The
majority of its costs are denominated in United States dollars.
Amounts denominated in foreign currencies are translated into United States
dollars as follows:
i. monetary assets and liabilities at the rates of exchange in
effect at balance sheet dates;
ii. non-monetary assets at historical rates;
iii. 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.
l. Basic and diluted earnings per share
Earnings or loss per share are presented for basic and diluted net income
(loss). Basic earnings per share are computed by dividing net income or
loss by the weighted average number of outstanding common shares for the
year. The Company follows the "treasury stock" method in the calculation of
diluted earnings per share. Under this method, dilution is calculated based
upon the net number of common shares issued should "in the money" options
be exercised and the proceeds used to repurchase common shares at the
weighted average market price in the period.
m. Revenue recognition
Vanadium sales are recorded in the period that title passes to the customer
along with the risks and rewards of ownership.
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.
n. Stock options
The Company has a stock option plan which is described in Note 10(c).
Effective October 1, 2002, the Company adopted the new accounting standard
for stock-based compensation. The new standard covers the recognition,
measurement and disclosure of stock-based compensation and other
stock-based payments made in exchange for goods and services provided by
employees and non-employees. The standard sets out a fair value-based
method of accounting that is required for certain, but not all, stock-based
transactions. The fair value method must be applied to all stock-based
payments to non-employees.
F-7
However, the new standard permits the Company to continue its existing
policy that no compensation cost is recorded on the granting of stock
options to employees and directors as the exercise price is equal to or
greater than the market price at the date of the grant. Consideration paid
on exercise of the stock options is credited to capital stock. The standard
also requires additional disclosures for options granted to employees and
directors, including disclosure of pro forma earnings and pro forma
earnings per share as if the fair value-based accounting method had been
used to account for employee stock options (Note 10c).
o. Intangible Assets
Intangible assets consist of technological licenses and are amortized over
the estimated useful life of the license.
p. Reclassifications
Certain amounts reported in prior years have been reclassified to conform
to the 2003 presentation.
3. INVENTORIES
2003 2002
------------------------------------
Vanadium concentrates $ 838,474 $ 828,062
In process 70,242 20,450
Parts and supplies 852,652 872,440
------------------------------------
$1,761,368 $1,720,952
====================================
In fiscal 2002, the Company wrote-down the carrying value of its chemical
reagents by $155,334 due to the extended duration of mill stand-by.
4. URIZON JOINT VENTURE
On October 18, 2002, the Company entered into a joint venture with Nuclear
Fuel Services, Inc. for the pursuit of an alternate feed program for the
Company's Mill. The joint venture is carried out through Urizon Recovery
Systems, LLC, a 50/50 joint venture company. The Company contributed
$1,500,000 in cash together with its technology license. NFS contributed
its technology license.
Pursuant to the Urizon operating agreement, each member must provide
services as specified therein and charge Urizon for such services.
Depending upon the type of services provided by the members, Urizon
reimburses such services to the members either currently when charged or in
the future out of available distributable cash after certain profit and
funding conditions have been satisfied. The intellectual property
represents the Company's 50% interest in Urizon's technology.
The results of Urizon have been included in the consolidated accounts of
the Company on a proportionate basis from the date of acquisition.
F-8
Following are condensed balance sheet and income statements reflecting
IUC's interest in the Urizon joint venture.
2003
----------
Current assets $710,836
Other assets $750,000
Current liabilities $237,982
Long term debt $98,582
Operating loss ($827,282)
Cash flows from operating activities ($39,242)
The joint venture has no cash flows arising from investing or financing
activities.
5. PLANT AND EQUIPMENT
Accumulated 2003
Cost Depreciation Net
-----------------------------------------------------
Mill buildings and equipment $6,965,816 $4,546,437 $2,419,379
Other machinery and equipment 1,072,879 667,020 405,859
-----------------------------------------------------
$8,038,695 $5,213,457 $2,825,238
=====================================================
Accumulated 2002
Cost Depreciation Net
-----------------------------------------------------
Mill buildings and equipment $6,908,150 $3,989,793 $2,918,357
Other machinery and equipment 1,117,780 672,884 444,896
-----------------------------------------------------
$8,025,930 $4,662,677 $3,363,253
=====================================================
During fiscal 1999 the Company placed its mining operations on stand-by. At
September 30, 2003 and September 30, 2002, capital assets include other
machinery and equipment held for resale with an aggregate net book value
(being the estimated net realizable value) of $376,285 and $401,937,
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.
6. MONGOLIA MINERAL PROPERTIES
Mongolia mineral properties are currently made up of the Company's interest
in precious and base metals exploration areas in Mongolia. Amounts
capitalized during the year include costs related to acquisition of land
interests, review of geological data and satellite imagery, drilling,
collection of samples and lab analysis. An analysis by project is shown
below:
F-9
2002 2003 2003
Net Expenditures Write-downs Net
--------------------------------------------------------------------
Shiveen Gol $ 46,775 $ 765,332 - $ 812,107
Tsagaan Tologoi 57,742 116,921 - 174,663
Burkheer Khar 19,756 52,934 - 72,690
Erdenet 65,461 116,666 (113) 182,014
Huvsgol 42,180 86,094 (4,500) 123,774
Ulziit 8,761 35,224 - 43,985
Chandman Uul 36,498 4,130 (40,628) -
Bayan Uul 60,081 1,000 (61,081) -
Gants Modot - 46,329 - 46,329
Other Exploration Costs 201,643 131,536 (11,759) 321,420
--------------------------------------------------------------------
$538,897 $1,356,166 ($118,081) $1,776,982
====================================================================
7. RESTRICTED INVESTMENTS
The Company has placed cash and fixed income securities on deposit to
secure its reclamation bonds and certain other obligations (Notes 8 and 9).
2003 2002
------------------------------
Cash and cash equivalents $ 2,177,688 $ 3,297,063
Fixed income securities 9,929,259 9,369,874
------------------------------
$12,106,947 $12,666,937
==============================
8. 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 financing and the cost of the
inventory was reclassified as an other asset. Restricted investments (Note
7) collateralized a portion of the transaction.
The carrying amount of the other asset was adjusted to the lower of cost or
market value at the balance sheet date. Changes in market value were
reflected in the statement of operations. 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. In
fiscal 2002, as a result of an increase in the uranium market price, the
other asset was increased from $9.00 to $9.75 per pound U(3)O(8) net of any
estimated costs to sell, resulting in a gain of $261,000.
On December 20, 2002, the third party exercised the put option. The Company
negotiated a settlement and termination of the put option agreement with a
payment of $280,000. This resulted in a gain of $79,000.
9. PROVISIONS FOR RECLAMATION
Estimated future decommissioning and reclamation costs of the Mill and
mining properties have been determined based on engineering estimates of
the costs of reclamation, in accordance with legal and regulatory
requirements. These cost estimates are reviewed periodically by applicable
regulatory authorities, and, in the case of the Mill, are reviewed and
adjusted annually by the United States Nuclear Regulatory Commission
("NRC") as appropriate, to accurately reflect the estimated costs of
reclamation.
F-10
The Company has posted bonds (secured by cash and fixed income securities)
in favor of the NRC and the applicable state regulatory agencies as partial
collateral for these liabilities and has deposited fixed income securities
on account of these obligations (Note 7).
There have been no changes to the reclamation cost estimate or bonding
requirement during the fiscal year.
Applicable regulations require the Company to estimate reclamation costs on
the assumption that the reclamation would be performed at any time by a
third party contractor and the reclamation cost estimate required by
regulatory authorities is calculated on an undiscounted basis. Management
estimates that, once a decision is made to commence reclamation activities,
substantially all the reclamation activities could be completed in
approximately 24 - 30 months.
Elements of uncertainty in estimating reclamation and decommissioning costs
include potential changes in regulatory requirements, decommissioning and
reclamation alternatives. Actual costs may differ from those estimated and
such differences may be material.
10. SHARE CAPITAL
a. Authorized - unlimited number of common shares.
b. Issued and outstanding
Shares
2003 2002 2001
--------------------------------------------
Beginning of year 65,735,066 65,600,066 65,525,066
Employee stock options exercised 3,235,000 135,000 75,000
--------------------------------------------
End of year 68,970,066 65,735,066 65,600,066
============================================
Amount
2003 2002 2001
---------------------------------------------
Beginning of year $37,466,609 $37,449,213 $37,439,402
Employee stock options exercised 468,924 17,396 9,811
---------------------------------------------
End of year $37,935,533 $37,466,609 $37,449,213
=============================================
c. Stock options
The Company has adopted a stock 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 have an exercise price equal to
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.
Stock option transactions were as follows:
2003 2002 2001
-----------------------------------------------------
Beginning of year 4,055,000 4,370,000 4,280,000
Granted 250,000 495,000 200,000
Exercised (3,235,000) (135,000) (75,000)
Expired (400,000) (675,000) (35,000)
-----------------------------------------------------
End of year 670,000 4,055,000 4,370,000
=====================================================
F-11
Weighted average exercise prices per share were as follows:
2003 2002 2001
----------------------------------------------------
Beginning of year Cdn $0.25 Cdn $0.32 Cdn $0.32
Granted Cdn $0.31 Cdn $0.32 Cdn $0.26
Exercised Cdn $0.20 Cdn $0.20 Cdn $0.20
Expired Cdn $0.57 Cdn $0.75 Cdn $0.20
----------------------------------------------------
End of year Cdn $0.32 Cdn $0.25 Cdn $0.32
====================================================
Stock options outstanding and exercisable as of September 30, 2003 were as
follows:
Options Outstanding and Exercisable
------------------------------------------------------------------------------------------
Weighted Average
Average Remaining Contractual Exercise Price
Number Outstanding Life (Years) Per Share
------------------------------------------------------------------------------------------
300,000 1.25 Cdn $0.30
250,000 2.03 Cdn $0.31
120,000 0.72 Cdn $0.37
------------------------------------------------------------------------------------------
670,000 1.44 Cdn $0.32
==========================================================================================
Outstanding options expire between June 2004 and October 2005.
Effective October 1, 2002, the Company adopted the new accounting standard
for stock based compensation. For income statement purposes the Company has
elected not to follow the fair value method of accounting for stock options
granted to employees and directors. Accordingly, no compensation expense is
recorded on the grant of stock options to employees and directors as the
exercise price is equal to the market price at the date of grant. Had the
Company followed the fair value method of accounting, the Company would
have recorded a compensation expense of $35,751 in respect of its employee
and director stock options. Pro forma earnings information determined under
the fair value method of accounting for stock options are as follows:
Year Ended
September 30,
2003
-------------
Net earnings as reported $5,533,152
Compensation expense ($35,751)
Pro forma $5,497,401
Basic and diluted earnings per share:
As reported $ 0.08
Pro forma $ 0.08
The fair values of options included in the pro forma amounts presented
above, have been estimated using an option-pricing model. Assumptions used
in the pricing model are as follows:
Dividend yield 0%
Average risk free interest rate 4.04%
Expected volatility 65%
Expected life of options 3 years
F-12
Net income or loss per share was calculated on the basis of the weighted
average number of shares outstanding for the year. The weighted average
number of shares outstanding at September 30 for, 2003, 2002 and 2001 was
67,011,765, 65,652,998 and 65,542,943, respectively.
Diluted net income per share reflects the dilutive effect of the exercise
of stock options outstanding as at year end. The effect of stock options on
the net loss per share in 2001 was not reflected as to do so would be anti
dilutive. The number of shares for the diluted net income per share
calculation for 2003 and 2002 were 67,634,896 and 66,926,114 respectively.
11. INCOME TAXES
2003 2002 2001
-----------------------------------------------------
Reconciliation
Combined basic rate 40% 40% 40%
Income (loss) from operations 5,533,152 184,990 ($2,822,876)
-----------------------------------------------------
Income tax recovery at basic rate 2,213,261 73,996 (1,129,150)
Change in valuation allowance (2,448,966) 6,228 1,116,563
Other 235,705 (80,224) 12,587
Tax expense per consolidated
-----------------------------------------------------
financial statements - - -
=====================================================
Future income tax assets
Tax losses carried forward 5,283,133 4,667,921 2,532,076
Inventory 382,169 413,769 456,036
Mineral properties 1,124,872 1,472,807 1,444,766
Deferred revenue 863,575 3,149,145 4,815,913
Other -- -- 448,623
-----------------------------------------------------
7,653,749 9,703,642 9,697,414
Future income tax liability
Capital assets (1,215,287) (881,176) (881,176)
Valuation allowance (6,438,462) (8,822,466) (8,816,238)
-----------------------------------------------------
Net future income taxes - - -
=====================================================
Non-capital loss carry forwards for Canadian tax purposes of approximately
$2,386,693 expire from 2004. For U.S. income tax purposes, loss carry
forwards of approximately $11,022,815 begin to expire in 2015 unless
utilized.
F-13
12. SEGMENTED INFORMATION
a. Geographic information
2003 2002 2001
--------------------------------------------------------
Revenue
United States $12,550,018 $ 6,830,137 $ 809,763
--------------------------------------------------------
$12,550,018 $ 6,830,137 $ 809,763
========================================================
Net loss
Canada ($ 174,372) ($ 192,922) ($ 189,151)
United States 6,065,195 446,697 (2,440,296)
Mongolia (357,671) (68,785) (193,429)
--------------------------------------------------------
$ 5,533,152 $ 184,990 ($ 2,822,876)
========================================================
Total assets
Canada $ 465,510 $ 71,657 $ 49,080
United States 23,047,594 31,656,351 35,873,177
Mongolia 2,103,148 651,262 95,198
--------------------------------------------------------
$25,616,252 $32,379,270 $36,017,455
========================================================
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. During fiscal
2003, 2002 and 2001, a process milling customer accounted for approximately
89%, 100% and 80% of total revenues, respectively. Accounts receivable from
any individual customer will exceed 10% of total accounts receivable on a
regular basis.
13. RELATED PARTY TRANSACTIONS
a. During the year ended September 30, 2003, the Company incurred legal
fees of $45,847 with a law firm of which a partner is a director of
the Company. Legal fees incurred with this law firm were $10,960 for
the year ended September 30, 2002 and $8,402 for the year ended
September 30, 2001.
b. During each of the years ended September 30, 2003, 2002 and 2001, the
Company incurred management and administrative service fees of $90,000
with a company owned by the Chairman of the Company, which provides
investor relations, office premises, secretarial and other services in
Vancouver. Amounts due to this company were nil as of September 30,
2003 (2002 - $7,500).
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. The loan was forgiven on
September 30, 2002. The loan was non-interest bearing and was
collateralized by the officer's personal residence.
d. During the year ended September 30, 2003, the Company provided mine
reclamation management and engineering support services of $135,017 on
a cost plus basis to a company with common directors. Amounts due from
this company were $92,426 as of September 30, 2003.
F-14
14. CONTINGENCY AND COMMITMENTS
As mentioned in previous reports, the Company had detected some chloroform
contamination at the Mill site that appeared 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, and septic drain
fields that were used for laboratory and sanitary wastes prior to
construction of the Mill's tailings cells. In April 2003, the Company
commenced an interim remedial program of pumping the
chloroform-contaminated water from the groundwater to the Mill's tailings
cells. This will enable the Company to begin clean up of the contaminated
areas and to take a further step towards resolution of this outstanding
issue. Although the investigations to date indicate that this contamination
appears to be contained in a manageable area, the scope and costs of final
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.
The Company has committed to payments under operating leases for the rental
of office space and office equipment. The future minimum lease payments
over the next five years are as follows:
2003 $109,198
2004 $111,377
2005 $ 70,824
2006 $ 12,276
2007 $ 9,207
The company's mineral property commitments are described in Note 17.
15. 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, accounts receivable, amounts due from the Urizon
Joint Venture, and restricted fixed income securities. The Company deposits
cash and cash equivalents with financial institutions it believes to be
creditworthy, principally in money market funds, which may at certain times
exceed federally insured levels. The Company's investments consist of
investments in U.S. government bonds, commercial paper and high-grade
corporate bonds with maturities extending beyond 90 days. 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, 2003, one processing milling customer accounted for 44% of
accounts receivable. At September 30, 2002, the same processing milling
customer accounted for 86% of accounts receivable.
F-15
b. Fair values
At September 30, 2003 and 2002, the fair values of cash and cash
equivalents, trade and other receivables, and amounts due from the Urizon
Joint Venture, approximate their carrying values because of the short-term
nature of these instruments.
The fair value of the Company's short-term investments will fluctuate with
market prices. At September 30, 2003, market value of these securities
exceeded cost by $929,275.
The fair values of the Company's investments in U.S. government bonds,
commercial paper, and corporate bonds, 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 approximates carrying values.
16. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES
The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in Canada ("Canadian GAAP") which
differ in certain respects from those principles that the Company would
have followed had its consolidated financial statements been prepared in
accordance with accounting principles 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
2003 2002
-----------------------------
Short-term investments
Canadian basis $ 1,089,960 $ 3,049,164
Unrealized gain on available for sale securities (d) 929,275 -
-----------------------------
U.S. basis $ 2,019,235 $ 3,049,164
=============================
Plant and equipment, net
Canadian basis $ 2,825,238 $ 3,363,253
Accumulated depreciation of assets held for resale (a) 223,234 223,234
-----------------------------
U.S. basis $ 3,048,472 $ 3,586,487
=============================
Mongolia mineral properties
Canadian basis $ 1,776,982 $ 538,897
Exploration expenditures (b) (1,776,982) (538,897)
-----------------------------
U.S. basis - -
=============================
Share capital
Canadian basis $37,935,533 $37,466,609
Amalgamation (c) (615,970) (615,970)
-----------------------------
U.S. basis $37,319,563 $36,850,639
=============================
F-16
2003 2002
-------------------------------
Deficit
Canadian basis ($27,811,037) ($33,344,189)
Amalgamation (c) 615,970 615,970
Exploration expenditures (b) (1,776,982) (538,897)
Accumulated depreciation of assets held for resale (a) 223,234 223,234
------------------------------
U.S. basis ($28,748,815) ($33,043,882)
==============================
Other Comprehensive Income - U.S. basis
Unrealized gain on available for sale securities (d) 929,275 -
==============================
Consolidated Statements of Earnings
2003 2002 2001
----------------------------------------------
Net income (loss) under Canadian GAAP $ 5,533,152 $ 184,990 ($2,822,876)
Exploration expenditures (b) (1,238,085) (538,897) -
----------------------------------------------
Net income (loss) under U.S. GAAP 4,295,067 (353,907) (2,822,876)
Unrealized gain on available for sale securities (d) 929,275 - -
==============================================
Comprehensive income (loss) under U.S. GAAP $ 5,224,342 ($ 353,907) ($2,822,876)
==============================================
Basic and diluted net income (loss)
per share, U.S. GAAP $ 0.06 ($ 0.01) ($ 0.04)
==============================================
Consolidated Statements of Cash Flows
2003 2002 2001
----------------------------------------------
Cash (used in) provided by operations under
Canadian GAAP ($ 4,396,379) ($1,743,091) $ 3,737,884
Exploration expenditures (b) (1,238,085) (538,897) -
----------------------------------------------
Cash provided by (used in) operations under U.S.
GAAP ($ 5,634,464) ($2,281,988) $ 3,737,884
==============================================
Cash provided by (used in) investing activities under
Canadian GAAP $ 1,148,438 $6,071,102 ($13,016,359)
Exploration expenditures (b) 1,238,085 538,897 -
----------------------------------------------
Cash provided by (used in) investing activities under
U.S. GAAP $ 2,386,523 $6,609,999 ($13,016,359)
==============================================
a. Under Canadian GAAP, the Company's surplus assets were depreciated in
excess of net realizable value. Under U.S. GAAP, assets held for
resale are recorded at the lower of cost or net realizable value and
are not depreciated.
b. Mineral property exploration expenditures are accounted for in
accordance with Canadian GAAP as disclosed in Note 2h. For U.S. GAAP
purposes, the company expenses, as incurred, exploration expenditures
relating to unproven mineral properties. When proven reserves are
determined for a property, subsequent exploration and development
costs of the property are capitalized. The capitalized costs of such
properties would then be assessed periodically to ensure that the
carrying value can be recovered on an undiscounted cash flow basis. If
the carrying value cannot be recovered on this basis, the mineral
properties would be written down to fair value.
F-17
c. Under Canadian GAAP, the amalgamation of the Company with Thornbury
Capital Corporation in 1997 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 subsequently been written
off. As a result, the deficit and share capital of the Company are
both reduced under U.S. GAAP.
d. Under U.S. GAAP, securities that are available for sale are recorded
at fair value and unrealized gains or losses are excluded from
earnings and recorded as a separate component of shareholders' equity.
Under Canadian GAAP, investments in marketable securities are carried
at the lower of cost and estimated fair market value.
e. Canadian GAAP provides for investments in jointly controlled entities
to be accounted for using proportionate consolidation. Under U.S.
GAAP, investments in incorporated joint venture are to be accounted
for using the equity method. Under an accommodation of the United
States Securities and Exchange Commission, the accounting for joint
venture need not be reconciled from Canadian to U.S. GAAP. The
different accounting treatment affects only the display and
classification of financial statement items and not net income or
shareholders' equity.
f. In 2002, the CICA issued Section 3063, "Impairment of long-lived
assets". This standard is effective for years beginning on or after
April 1, 2003. This new Section provides guidance on the recognition,
measurement and disclosure of the impairment of non monetary
long-lived assets, including property, plant and equipment, intangible
assets with finite useful lives, deferred pre-operating costs and long
term prepaid assets. The Company does not expect that the
implementation of this new standard will have a material impact on its
consolidated financial position or results of operations.
The FASB has issued Interpretation No. 46, "Consolidation of Variable
Interest Entities - an Interpretation of ARB No. 51 (FIN 46). The
primary purpose of FIN 46 is to provide guidance on the identification
of and financial reporting for, entities over which control is
achieved through means other than voting rights. Such entities are
known as Variable Interest Entities. FIN 46 is effective for the
Company's 2004 year-end. A similar guideline has been introduced in
Canada, Accounting Guideline 15 "Consolidation of Variable Interest
Entities". This guideline applies to annual and interim periods
beginning on or after November 1, 2004. The Company is continuing to
evaluate the potential impact of FIN 46 and Accounting Guideline 15.
The CICA has released amendments to Section 3870, "Stock-based
Compensation and Other Stock-based Payments," which require an expense
to be recognized in financial statements for all forms of employee
stock-based compensation, including stock options, effective for
periods beginning on or after January 1, 2004, for public companies.
The Company will be required to adopt the standard on October 1, 2004.
In July 2003, the CICA released Section 1100 "Generally Accepted
Accounting Principles". This new Section establishes standards for
financial reporting in accordance with generally accepted accounting
principles. It describes what constitutes Canadian GAAP and its
sources, replacing "Financial Statements Concepts" paragraphs
1000.59-61. Also in July 2003, the CICA released section 1400,
"General Standards of Financial Statement Presentation". This Section
clarifies what constitutes fair presentation in accordance with
generally accepted accounting principles. Both these Sections are
effective for fiscal years beginning on or after October 1, 2003 and
the Company is currently evaluating their impact.
17. SUBSEQUENT EVENTS
During the first quarter of fiscal 2004, the Company signed a letter of
intent to acquire a 75% interest in the Moore Lake project, a uranium
exploration project in the southeastern sector of the Athabasca Basin of
northern Saskatchewan. The Moore Lake project is being optioned from JNR
Resources Inc. IUC has an option to earn up to a 75% interest in the
property through aggregate expenditures and investments of Cdn $4.4 million
over a period of 4 years. The first year expenditure requirement is Cdn
$850,000. In addition, IUC has an option to acquire a 75% interest in the
Lazy Edward Bay uranium property, located west of Moore Lake, through
expenditures of Cdn $500,000 over a period of 2 years. In order to fund
exploration work on this project, the
F-18
Company has completed a private placement for 2 million flow through common
shares at a price of Cdn $1.10 per share.
On December 16, 2003, the Company completed a private placement for 6.7
million common shares at a price of Cdn $1.50 per share. Net proceeds of
the offering will be used towards uranium exploration in the Athabasca
Basin of northern Saskatchewan as well as for general working capital
purposes.
On January 8, 2004, the Company signed a letter of intent to acquire a 75%
interest in the Crawford Lake uranium exploration project from Phelps Dodge
Corporation of Canada, Limited. The property is located in the Athabasca
Basin of northern Saskatchewan. Upon completion of the formal agreement and
receipt of regulatory approvals, the Company will be able to earn up to a
75% interest in the property through expenditures of Cdn $2.5 million over
a four year period. The first year expenditure requirement is Cdn $250,000
of which Cdn $150,000 is a firm commitment.
F-19
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
1.1 Company's Corporate Structure Chart
14 Code of Ethics For the Chief Executive Officer, Chief
Financial Officer and Other Officers
31 302 Certification
32 906 Certification