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, 2002
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, 2002
-------------- ------------------------
Common Stock, Without Par Value 65,735,066 common shares
Indicate by check mark whether the Company (1) has filed all reports required
to be filed during the preceding 12 months (or shorter period that the Company
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate by check mark which financial statement item the Company has elected to
follow:
ITEM 17 [X] ITEM 18 [ ]
SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for the statements of historical fact contained therein, the information
under the headings "Item 4 - "Information on the Company," "Item 5 - "Operating
and Financial Review and Prospects," "Item 11 - Quantitative and Qualitative
Disclosure About Market Risk," and elsewhere in this Form 20-F constitutes
forward looking statements ("Forward Looking Statements") within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Such Forward Looking Statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to differ
materially from any future results, performance or achievements projected or
implied by such Forward Looking Statements. Such factors include, among others,
the ability of the Company to develop the alternate feed business, dependence on
a limited number of customers, limited operating history, government regulation
and policy risks, environmental risks, reclamation obligations, exploration
risks and the other factors set forth in the section entitled "Risk Factors".
GLOSSARY OF TERMS
ALTERNATE FEED Material or residues from other
processing facilities that contain
uranium in quantities or forms that are
either uneconomic to recover or cannot
be recovered at these other facilities,
but can be recovered either alone or in
conjunction with other co-products at
the Company's facilities;
BLM Means the United States Department of
Interior Bureau of Land Management;
CCD CIRCUIT The counter-current decantation circuit
at the White Mesa Mill, in which
uranium-bearing solution is separated
from the crushed waste solids;
CONVERSION A process whereby the purified uranium
obtained in the refining process is
converted into forms suitable for
making nuclear fuel (UO(2)) or for
enrichment (UF(6));
$ Means United States dollars and "CDN $"
means Canadian dollars;
ENRICHMENT A process whereby the U-235 isotope
content is increased from the natural
level of 0.711% to a concentration of
3% to 5% as required in fuel for light
water reactors;
EPA Means the United States Environmental
Protection Agency;
FEE LAND Means private land;
HECTARE Measurement of an area of land
equivalent to 10,000 square meters or
2.47 acres;
ISL OR IN SITU LEACH In situ leach mining means solution
mining that is performed in the
mineralized horizons and does not
involve excavation and removal of
mineralized rock or the subsequent
processing of each rock through a mill
to recover uranium. Rather, the
mineralized material is mined by using
groupings of wells completed in the
mineralized horizons to inject leach
solution, which is recovered in
production wells. The leaching solution
selectively dissolves the uranium
mineralization, and the solution is
then processed to recover the contained
uranium.
MINERALIZATION Means a natural aggregate of one or
more metallic minerals;
MINERAL DEPOSIT OR
MINERALIZED MATERIAL Is a mineralized body which has been
delineated by appropriately spaced
drilling and/or underground sampling to
support a sufficient tonnage and
average grade of metal(s). Such a
deposit does not qualify as a reserve
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until a comprehensive evaluation based
upon unit cost, grade, recoveries, and
other material factors conclude legal
and economic feasibility.
PARTIALLY DEVELOPED With respect to properties, means
properties that contain workings from
previously operating mines that were
shut down due to a lack of economic
feasibility of the mineralized material
left in the stopes.
NRC The United States Nuclear Regulatory
Commission;
REFINING A process whereby yellowcake is
chemically refined to separate the
uranium from impurities to produce
purified uranium;
RESERVE That part of a mineral deposit which
could be economically and legally
extracted or produced at the time of
the reserve determination.
SAG MILL The semi-autogenous grinding mill at
the White Mesa Mill in which the
uranium ore is ground prior to the
leaching process;
TAILINGS Waste material from a mineral
processing mill after the metals and
minerals of a commercial nature have
been extracted;
TON A short ton (2,000 pounds);
TONNE A metric tonne (2,204.6 pounds);
URANIUM OR U Means natural uranium; 1% U=1.18%
U(3)O(8);
UF(6) Means natural uranium hexafluoride,
produced by conversion from U(3)O(8) ,
which is not yet enriched or depleted;
U(3)O(8) Triuranium octoxide;
V(2)O(5) Vanadium pentoxide;
WHITE MESA MILL Means the 2,000 ton per day uranium
mill, with a vanadium or other
co-product recovery circuit, located
near Blanding, Utah that is owned by
the Company's subsidiary, IUC White
Mesa, LLC. Also referred to as the
"Mill".
YELLOWCAKE Means the concentrate powder produced
from uranium milling, or an in situ
leach facility. Yellowcake typically
contains approximately 90% U(3)O(8)
from conventional mineralized material.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
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ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following table sets forth selected consolidated financial data of
International Uranium Corporation (the "Company" or "IUC") for the periods ended
September 30, 2002, 2001, 2000, 1999 and 1998, 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
2002 2001 2000 1999 1998
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Revenues $ 6,830,137 $ 809,763 $ 16,060,172 $ 14,046,832 $ 32,940,876
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Net income (loss)
----------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 184,990 $ (2,822,876) $ (15,244,651) $ (17,097,677) $ 1,617,331
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US GAAP $ (353,907) $ (2,822,876) $ (4,552,890) $ (21,290,100) $ (2,349,312)
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
Basic/diluted
income (loss) per
equity share
----------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ - $ (0.04) $ (0.23) $ (0.26) $ 0.02
----------------------------------------------------------------------------------------------------------------------------------
US GAAP $ (0.01) $ (0.04) $ (0.07) $ (0.32) $ (0.04)
----------------------------------------------------------------------------------------------------------------------------------
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Total assets
----------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 32,379,270 $ 36,017,455 $ 33,152,084 $ 45,891,809 $ 54,770,714
----------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 32,063,607 $ 36,040,689 $ 33,175,318 $ 35,223,282 $ 48,294,610
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Net Assets
----------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 4,122,420 $ 3,920,034 $ 6,733,099 $ 21,977,750 $ 39,075,427
----------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 3,806,757 $ 3,943,268 $ 6,756,333 $ 11,309,223 $ 32,599,323
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Capital stock
----------------------------------------------------------------------------------------------------------------------------------
Canadian GAAP $ 37,466,609 $ 37,449,213 $ 37,439,402 $ 37,439,402 $ 37,439,402
----------------------------------------------------------------------------------------------------------------------------------
US GAAP $ 36,850,639 $ 36,633,243 $ 36,623,432 $ 36,623,432 $ 36,623,432
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Number of shares
outstanding 65,735,066 65,600,066 65,525,066 65,525,066 65,525,066
----------------------------------------------------------------------------------------------------------------------------------
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Dividends declared $ - $ - $ - $ - $ -
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B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable.
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C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable.
D. RISK FACTORS
The following risk factors should be considered in connection with any
investment in the Company.
ABILITY TO DEVELOP ALTERNATE FEED BUSINESS
The Company is focusing its resources primarily on the continuing development of
the alternate feed, uranium-bearing waste recycling business. In order for the
Company to become profitable in this business the Company must be able to: A)
identify a sufficient number of contracts that would be profitable for the
Company; B) be successful in winning a sufficient number of these contracts in
the face of competition from other facilities; and C) receive these contracts in
a time frame and have sufficient backlog of such contracts to allow the Mill to
operate at a sufficient rate to more than cover its costs of production, any
standby costs that are incurred between Mill runs, and other corporate
overheads. While the Company has had considerable success to date in this
initiative, the Company has not to date developed a sufficient backlog of
alternate feed business to result in sustained profitable operations for the
Company. Developing this backlog will be a prerequisite if the Company is to
continue with its pursuit of this business in the future. There can be no
guarantee or assurance that the Company will be successful in developing the
necessary backlog or that it will otherwise be successful at this business
initiative. If the Company cannot develop this backlog in the near future, it
may pursue other business opportunities as they may arise.
ABILITY TO SUCCESSFULLY PURSUE OTHER BUSINESS INITIATIVES
If the Company is unsuccessful in developing the alternate feed, uranium-bearing
waste recycling business, it may pursue other business opportunities, as they
may arise, in lieu thereof. In addition, the Company will continue to evaluate
other opportunities, as they arise, unrelated to its mining and alternate feed
activities. There can be no guarantee or assurance that the Company has or will
be able to develop the required expertise or experience for any such other
business opportunities or that any such other business opportunities will be
successful.
ENVIRONMENTAL RISKS
The Company is required to comply with environmental protection laws and
regulations and permitting requirements, and the Company anticipates that it
will be required to continue to do so in the future. The material laws and
regulations that the Company must comply with are the Atomic Energy Act, Uranium
Mill Tailings Radiation Control Act of 1978 ("UMTRCA"), Clean Air Act, Clean
Water Act, Safe Drinking Water Act, National Environmental Policy Act ("NEPA"),
Federal Land Policy Management Act, National Park System Mining Regulations Act,
and the State Mined Land Reclamation Acts or 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.
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The Company has detected some chloroform contamination at the Mill site, that
appears to have resulted from the operation of a temporary laboratory facility
that was located at the site prior to and during construction of the Mill
facility, 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 a corrective action plan,
if necessary, is yet to be devised. Although investigations to date indicate
that this contamination appears to be contained in a manageable area, the scope
and costs of remediation have not yet been determined and could be significant.
RECLAMATION OBLIGATIONS
As owner and operator of the White Mesa Mill and numerous uranium and
uranium/vanadium mines, the Company is obligated to eventually reclaim such
properties. Most but not all of these reclamation obligations are bonded, and
cash and other assets of the Company have been reserved to secure a portion of
this bonded amount. Although the Company's financial statements contain as a
liability the Company's current estimate of the cost of performing these
reclamation obligations, and the bonding requirements are generally periodically
reviewed by applicable regulatory authorities, there can be no assurance or
guarantee that the ultimate cost of such reclamation obligations will not exceed
the estimated liability contained on the Company's financial statements. In
addition, effective January 20, 2001, the BLM implemented new Surface Management
(3809) Regulations pertaining to mining operations conducted on mining claims on
public lands. The new 3809 regulations impose additional requirements for
permitting of mines on federal lands and may have some impact on the closure and
reclamation requirement for Company mines on public lands. If more stringent and
costly reclamation requirements are imposed as a result of the new 3809 rules,
the amount of reclamation bonds held by the company may need to be increased.
See "Item 4. Information on the Company - Reclamation."
DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS
The Company's main alternate feed contracts to date have come from, and future
contracts are expected to come from, a limited number of government and private
sources. The loss of any of the Company's customers could have a material
adverse effect on the Company's financial performance. Factors which may affect
the Company's clients include change in government policies and the availability
of government financing, variation in environmental regulations and competition
from direct disposal and other competitors. The loss of any of the Company's
largest customers or curtailment of purchases of recycling services by such
customers along with the inability to replace such customers with new customers
could have a material adverse effect on the Company's financial condition and
results from operations.
RELIANCE ON ALTERNATE FEED INCOME; DEPENDENCE ON ISSUANCE OF LICENSE AMENDMENTS
A significant portion of the Company's expected revenues and income over the
next several years is expected to result from the processing of alternate feed
materials through the White Mesa Mill. The Company's ability to process
alternate feeds is dependent upon obtaining amendments to its Mill license from
the NRC. There can be no assurance that the NRC will continue to issue such
license amendments. See "Item 4. Information on the Company - Alternate Feed
Processing" and "Item 8. Financial Information - Legal Proceedings."
Although the Company believes that alternate feed sources will continue to
generate income for the Company in the foreseeable future, there can be no
guarantees or assurance that this will be the case.
DEPENDENCE ON KEY PERSONNEL
The Company's success will largely depend on the efforts and abilities of
certain senior officers and key employees. Certain of these individuals have
significant experience in the uranium and radioactive waste recycle/disposal
industry. The number of individuals with significant experience in this industry
is small. While the Company does not foresee any reason why such officers and
key employees will not remain with the Company, if for any reason they do not,
the Company could be adversely affected. The Company has not purchased key man
life insurance for any of these individuals.
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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, and has not been profitable in recent
years. There can be no assurance that the Company's operations will be
profitable.
LIQUIDITY OF TRADING MARKET FOR THE COMPANY'S SHARES
Although the Company's shares are listed on The Toronto Stock Exchange, the
volume of shares traded at any one time can be limited, and, as a result, at any
point in time there may not be a liquid trading market for the shares.
VOLATILITY AND SENSITIVITY TO PRICES, COSTS AND EXCHANGE RATES
Because a significant portion of the Company's revenues have been derived from
the sale of uranium and vanadium in the past, the Company's net earnings can be
affected by the long- and short-term market price of U(3)O(8) and V(2)O(5).
Historically, uranium prices have been subject to fluctuation, and the price of
uranium has been and will continue to be affected by numerous factors beyond the
Company's control, such as demand for nuclear power, political and economic
conditions in uranium producing and consuming countries, such as the United
States, Canada and Russia and other republics of the CIS, and production levels
and costs of production in countries such as Australia, Canada and other
republics of the former CIS.
During fiscal year 2002, U(3)O(8) prices started at $9.30 per pound U(3)O(8) in
September 2001, and then increased to $9.75 per pound in September 2002, and
$10.20 per pound in January 2003. Vanadium prices continue to be in the lower
range of their historical values, trading from $1.00 to $1.90 per pound V(2)O(5)
throughout the fiscal year, and in the $1.30 to $1.70 per pound V(2)O(5) range
as of January 2003.
NATURE OF MINERAL EXPLORATION AND MINING
During fiscal 2002 the Company initiated a precious and base metals exploration
program in Mongolia, and the Company intends to continue that program in fiscal
2003. 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 or base metal 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. All of the
Company's precious and base metals properties in Mongolia are at an early stage,
and do not contain any identified mineral deposits 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 precious or 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 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 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
7
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.
MONGOLIAN PROPERTIES
The Company owns an interest in the 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 affect adversely the
value or continued viability of the Company's interest in these Mongolian
assets.
GOVERNMENTAL REGULATION AND POLICY RISKS
Mining and milling operations and exploration activities, particularly uranium
mining and milling in the United States, and alternate feed processing
activities, are subject to extensive regulation by state and federal
governments. Such regulation relates to production, development, exploration,
exports, taxes and royalties, labor standards, occupational health, waste
disposal, protection and remediation of the environment, mine and mill
reclamation, mine and mill safety, toxic substances and other matters.
Compliance with such laws and regulations has increased the costs of exploring,
drilling, developing, constructing, operating and closing the Company's Mill,
mines and other facilities. It is possible that, in the future, the costs,
delays and other effects associated with such laws and regulations may have an
impact on the Company's decisions as to whether to operate the Mill, existing
mines and other facilities or, with respect to exploration and development
properties, whether to proceed with exploration or development. Furthermore,
future changes in governments, regulations and policies, could materially
adversely affect the Company's results of operations in a particular period or
its long-term business prospects.
Worldwide demand for uranium is directly tied to the demand for energy produced
by the nuclear electric industry, which is also subject to extensive government
regulation and policies in the United States and elsewhere. The development of
mines and related facilities is contingent upon governmental approvals which are
complex and time consuming to obtain and which, depending upon the location of
the project, involve various governmental agencies. The duration and success of
such approvals are subject to many variables outside the Company's control. In
addition, the international marketing of uranium is subject to governmental
policies and certain trade restrictions, such as those imposed by the suspension
agreements entered into by the United States with certain republics of the
former CIS and the agreement between the United States and Russia related to the
supply of Russian 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 a grade 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.
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IMPRECISION OF MINERAL DEPOSIT ESTIMATES
Mineral deposit figures included in this document for uranium and vanadium are
estimates, and no assurances can be given that the indicated levels of recovery
will be realized. Such estimates are expressions of judgment based on knowledge,
mining experience, and analysis of drilling results and industry practices.
Valid estimates made at a given time may significantly change when new
information becomes available. While the Company believes that the mineral
deposit estimates included in this document are well established and reflect
management's best estimates, by their nature, mineral deposit estimates are
imprecise and depend, to a certain extent, upon statistical inferences which may
ultimately prove unreliable. Furthermore, based on current commodity prices,
none of the Company's mineral deposits are considered reserves, and there can be
no assurances that any of such deposits will ever be reclassified as reserves.
Mineral deposit figures included here have not been adjusted in consideration of
these risks and, therefore, no assurances can be given that any mineral deposit
estimate will ultimately be reclassified as reserves.
MINING AND MILLING RISKS AND INSURANCE
The mining and milling of uranium and uranium-bearing materials is a capital
intensive commodity business, and is subject to a number of risks and hazards.
These risks are environmental pollution, accidents or spills, industrial
accidents, labor disputes, changes in the regulatory environment, natural
phenomena (such as inclement weather conditions, underground flooding and
earthquakes), and encountering unusual or unexpected geological conditions.
Depending on the size and extent of the event, the foregoing risks and hazards
could result in damage to, or destruction of, the Company's mineral properties,
personal injury or death, environmental damage, delays in or cessation of
production from the Company's Mill, mines or in its exploration or development
activities, monetary losses, cost increases which could make the Company
uncompetitive, and potential legal liability. In addition, due to the
radioactive nature of the materials handled in uranium mining and milling,
additional costs are incurred by the Company on a regular and ongoing basis.
The Company maintains insurance against certain risks that are typical in the
uranium industry. As of February 17, 2003, this includes approximately
$53,000,000 of real and personal property insurance coverage for the White Mesa
Mill and mining properties, $3,000,000 of business interruption insurance for
the White Mesa Mill caused by fire or other insured casualty, and $11,000,000 of
general liability insurance per occurrence. Although the Company maintains
insurance in amounts it believes to be reasonable, such insurance may not
provide adequate coverage in the event of certain unforeseen circumstances.
Insurance against certain risks (including certain liabilities for environmental
pollution or other hazards as a result of production, development or
exploration), is generally not available to the Company or to other companies
within the uranium mining and milling business.
CONFLICTS OF INTEREST
Certain of the directors of the Company also serve as directors of other
companies involved in natural resource exploration and development, and
consequently there exists the possibility for such directors to be in a position
of conflict. Any decision made by such directors involving the Company will be
made in accordance with the duties and obligations of directors to deal fairly
and in good faith with the Company and such other companies. In addition, such
directors must declare, and refrain from voting on, any matter in which such
directors may have a conflict of interest. The Company believes that no material
conflicts of interest currently exist. See "Item 7. Major Shareholders and
Related Party Transactions - Related Party Transactions" and "Item 6. Directors
Senior Management and Employees - Board Practices."
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
DESCRIPTION OF BUSINESS
The Company is in the business of recycling uranium-bearing waste products at
its White Mesa uranium Mill as an alternative to the direct disposal of these
waste products. In addition, the Company is engaged in the selling of uranium
recovered from these operations. The Company also sells vanadium and other
metals that can be produced as a co-product with uranium. The Company continues
to own several uranium and uranium/vanadium mines and
9
exploration properties that have been shut down pending a significant
improvement in commodity prices. See "Current Operations". In addition, the
Company is engaged in precious and base metal exploration in Mongolia. See
"Exploration for Precious and Base Metals in Mongolia."
The Company is the product of an amalgamation under the Business Corporations
Act (Ontario) (the "Act") of two companies; namely, International Uranium
Corporation, incorporated on October 3, 1996 under the laws of the Province of
Ontario pursuant to the Act, and Thornbury Capital Corporation, incorporated
under the laws of the Province of Ontario by Letters Patent ("Thornbury") on
September 29, 1950. The amalgamation was made effective on May 9, 1997, pursuant
to a Certificate of Amalgamation dated that date. The amalgamated companies were
continued under the name "International Uranium Corporation." See
"Amalgamation." The Company operates under the Act.
The head office of the Company is located at Independence Plaza, Suite 950, 1050
Seventeenth Street, Denver, CO 80265, telephone number 303-628-7798. The
registered office of the Company is located at Suite 2100, Scotia Plaza, 40 King
Street West, Toronto, Ontario, M5H 3C2, telephone number 416-869-5300.
The Company entered the uranium industry in May 1997 by acquiring substantially
all of the uranium producing assets of Energy Fuels Ltd., Energy Fuels
Exploration Company, and Energy Fuels Nuclear, Inc. (collectively "Energy
Fuels"). The Company raised Cdn$47.25 million through a special warrant private
placement and used cash of approximately Cdn$29.3 million ($20.5 million) to
purchase the Energy Fuels' assets (see "Acquisition" for further details).
Energy Fuels was a uranium producer with properties in the United States and
Mongolia.
The Energy Fuels' assets acquired included several developed mines that were
shut down, several partially developed properties and exploration properties
within the states of Colorado, Utah, Arizona, Wyoming and South Dakota, as well
as the 2,000 ton per day White Mesa Mill near Blanding, Utah. The White Mesa
Mill is a fully permitted dual circuit uranium/vanadium mill. In addition to the
U.S. properties, the Company also acquired a 70% interest in a joint venture
with the government of Mongolia and a Russian geological concern to explore for
economic uranium mineralization in Mongolia.
Due to deteriorating commodity prices and other factors, the Company has ceased
its uranium mining and exploration activities, and has shut down all of its
mines and its Mongolian uranium joint venture. The Company intends to keep those
properties on a shut down status indefinitely, pending a significant improvement
in commodity prices, or possibly sell or joint venture all or a portion of such
properties and interest to or with other parties. The Company has closed its
Colorado Plateau and Arizona mining offices. See "Current Operations."
As a result of this reduction in uranium exploration and mining activities, the
Company is focusing primarily on the continuing development of the alternate
feed, uranium-bearing waste recycling business, including the possibility of
joint venturing or selling all or a portion of this business with or to other
parties. See "Alternate Feed Processing." The Company has also initiated a
precious and base metals exploration program in Mongolia. See "Exploration for
Precious and Base Metals in Mongolia." The Company will also continue to
evaluate other opportunities, as they arise, unrelated to its exploration,
mining and alternate feed activities.
AMALGAMATION
The predecessor, International Uranium Corporation ("Old IUC"), and Thornbury
were amalgamated effective May 9, 1997 under the provisions of the Business
Corporations Act (Ontario) to form the Company in accordance with the terms of
an agreement entered into between Old IUC and Thornbury dated February 13, 1997
(the "Amalgamation Agreement"). The primary purpose of the Amalgamation was to
effect an acquisition of Thornbury by Old IUC in that upon completion of the
Amalgamation the shareholders of Old IUC immediately prior to the Amalgamation
would hold the controlling interest in the Company, a public company.
BACKGROUND ON THORNBURY
Thornbury was incorporated under the laws of Ontario on September 29, 1950.
Thornbury's common shares were quoted for trading on the Canadian Dealing
Network Inc. Thornbury's principal assets consisted of marketable securities
with a market value as at December 31, 1996 of Cdn$495,480 and eight mining
claims situated in the Mayo Mining District, Yukon Territory, which expire
between 1999 and 2009.
10
SHARE EXCHANGE RATIOS
The Amalgamation received the approval of the shareholders of both Old IUC and
Thornbury. On amalgamation, each shareholder of Old IUC received one (1) share
of the Company, a newly formed amalgamated company, for each one (1) common
share held in Old IUC, and each shareholder of Thornbury received one (1) share
of the Company for each five (5) common shares held in Thornbury. Fractional
shares resulting from the foregoing were rounded down to the next whole number.
After giving effect to the amalgamation, there were a total of 65,743,066 common
shares of the Company issued and outstanding. This figure was based on
26,500,000 previously issued common shares of Old IUC, 37,800,000 common shares
of Old IUC issued upon conversion of the special warrants and 7,215,334 common
shares of Thornbury which were outstanding prior to the amalgamation being
effective (1,443,066 post-amalgamation common shares).
AMALGAMATION AGREEMENT
Old IUC and Thornbury entered into an amalgamation agreement, which contained
such representations and warranties, covenants, indemnification and other
provisions as are customarily found in an amalgamation agreement entered into by
parties dealing at arm's length.
ACQUISITION
The Company entered the uranium industry by acquiring substantially all of the
uranium producing assets of Energy Fuels. On December 19, 1996, Old IUC, through
its subsidiary, International Uranium Holdings Corporation, entered into an
agreement (the "Acquisition Agreement") to acquire the Energy Fuels' Assets for
cash of $20.5 million, subject to adjustment. The terms of the acquisition were
approved by the United States Bankruptcy Court following a lengthy bidding
procedure as required under United States bankruptcy laws. See "Bankruptcy of
Oren Benton and Nuexco." The acquisition was completed on May 9, 1997.
ENERGY FUELS
HISTORICAL BACKGROUND
The Energy Fuels group of companies was founded in August 1976 to capitalize on
uranium mining, purchasing and processing opportunities in the Colorado Plateau
area of western Colorado and eastern Utah.
In order to process the ores mined and purchased from the Colorado Plateau,
Energy Fuels commenced construction of a 2,000 ton per day mill near Blanding,
Utah in June 1979 at a total cost of approximately $40 million. Known as the
White Mesa Mill, the facility is a dual-circuit uranium mill.
In the early 1980s Energy Fuels expanded its operations to include breccia pipe
uranium mining in the Arizona Strip district of northern Arizona. The land
position of Energy Fuels in the Arizona Strip district acquired by the Company
included four developed or partially developed properties as well as several
potential prospects and numerous other exploration targets.
In 1984, Energy Fuels formed a limited partnership with Union Carbide
Corporation ("Union Carbide") pursuant to which Union Carbide acquired a 70%
undivided interest in and became the operator of the White Mesa Mill. As a
result of subsequent negotiations in 1987, Union Carbide's mines and properties
in the Colorado Plateau were added to this limited partnership and, as a result,
Energy Fuels acquired a 25% undivided interest in those mines. In 1994 this
partnership was dissolved and Energy Fuels re-acquired 100% of the White Mesa
Mill as well as certain of Union Carbide's mines on the Colorado Plateau. In the
Colorado Plateau district, Energy Fuels then owned several uranium and vanadium
mines that were shut down, several partially developed properties as well as
additional acreage with exploration potential.
In 1994, in an effort to expand into the global uranium marketplace, Energy
Fuels acquired a 70% interest in a joint venture with the government of Mongolia
and a Russian geological concern to explore for economic uranium mineralization
in Mongolia.
11
In the early 1990s, Energy Fuels also acquired two uranium properties intended
to be mined by in situ type mining technology: the Reno Creek property in
Wyoming, and the Dewey Burdock property in South Dakota.
In early 1995, Energy Fuels filed for protection under Chapter 11 of the United
States Bankruptcy Code as a result of providing guarantees to an affiliated
company and its majority shareholder. See "Bankruptcy of Oren Benton and
Nuexco".
BANKRUPTCY OF OREN BENTON AND NUEXCO
On February 23, 1995, Oren L. Benton ("Benton") and two entities which Benton
controlled -- Nuexco Trading Corporation ("Nuexco") and CSI Enterprises, Inc.
("CSI") -- filed for protection under Chapter 11 of the United States Bankruptcy
Code.
Energy Fuels, Ltd. ("EFL") and Energy Fuels Exploration Company ("EFEX") also
filed for protection under Chapter 11 of the United States Bankruptcy Code on
February 23, 1995. EFL and EFEX were both controlled by Benton through the
Energy Fuels Mining Joint Venture ("EFMJV"). EFL and EFEX were forced into
bankruptcy because Benton, as controlling shareholder, caused them to guarantee
certain of Benton's and Nuexco's investment and trading activities. EFMJV filed
for protection under Chapter 11 on August 12, 1996.
The bankruptcy of Benton, Nuexco, CSI, EFL, EFEX and EFMJV involved numerous
other affiliated and subsidiary entities, of which Energy Fuels was a relatively
small part.
Under the provisions of Chapter 11 of the United States Bankruptcy Code, Benton
maintained control of the assets of his estate, including the Energy Fuels
Assets, but was under a fiduciary duty to reorganize his estate either under a
plan of reorganization or through the sale of portions of the assets from time
to time ("Section 363 Sales"). In order to protect the rights of creditors in
this process, a committee of selected creditors was formed (the "Creditors
Committee") as required under the provisions of Chapter 11 of the United States
Bankruptcy Code.
Benton and the Creditors Committee filed a joint Section 363 Sale motion on
October 21, 1996 with the Company as the lead bidder for the sale of the Energy
Fuels Assets to the Company for cash of $20.5 million, subject to adjustments.
On December 4, 1996, the Bankruptcy Court approved the Acquisition Agreement and
the sale of the Energy Fuels Assets to the Company. The effect of the court
order was to eliminate substantially all known and existing claims and
liabilities of all creditors against the Energy Fuels Assets, so that the
Company would acquire the Energy Fuels Assets free and clear of all such
liabilities.
SUMMARY OF ENERGY FUELS ASSETS ACQUIRED BY THE COMPANY
UNITED STATES ASSETS
The Energy Fuels Assets acquired by the Company pursuant to the Acquisition
Agreement located in the United States included the following:
- the White Mesa Mill, a 2,000 ton per day uranium and
vanadium processing plant near Blanding, Utah. See "White
Mesa Mill."
- the Arizona Strip uranium properties, in north central
Arizona. See "Arizona Strip."
- the Colorado Plateau uranium properties, straddling the
south/central Colorado and Utah border. See "Colorado
Plateau District."
- the Reno Creek in situ leach project, a uranium deposit
in the Powder River Basin area of Wyoming which has since
been sold by the Company.
- the Dewey Burdock in situ leach project, a uranium
deposit in South Dakota which has since been dropped by
the Company.
12
- the Bullfrog project, a uranium deposit in south central
Utah. See "Other U.S. Mineral Properties."
- mining equipment. See "Other Assets of Company."
- various uranium supply, waste processing contracts, and
joint venture contracts. See "Other Assets of Company."
- various field and administrative offices. See "Other
Assets of Company."
THE MONGOLIAN URANIUM PROPERTY
Energy Fuels owned a 70% interest in the Gurvan-Saihan Joint Venture in
Mongolia. The Company, as a result of the Acquisition, acquired this interest.
The other parties are the Mongolian Government as to 15% and Geologorazvedka, a
Russian geological concern, as to the remaining 15%. As of February 17, 2003,
the Gurvan-Saihan Joint Venture holds some 1.3 million hectares of uranium
exploration properties in Mongolia. See "Mongolian Uranium Property."
PRINCIPAL CAPITAL EXPENDITURES AND DIVESTITURES
The Company's principal capital expenditures during the last three fiscal years
have been $870,960 for its Mongolian mineral properties (of which $332,063 was
expended on the Mongolian Uranium Property, and $538,897 was expended in fiscal
2002 on the Company's precious and base metals exploration program in Mongolia)
and $538,662 for its U.S. operations. During this same time period the Company
sold approximately $710,000 of surplus mining equipment, resulting in a loss of
$144,018. In addition, due to a significant deterioration in the market price of
uranium and vanadium, the Company has written off its entire investment in its
Mongolian uranium joint venture and its U.S. mining properties. The Company
expects to finance the development of the alternate feed business, which is the
Company's current focus in the United States, through internal sources, and its
precious and base metals exploration program in Mongolia through equity
investment in a subsidiary of the Company. See "Exploration for Precious and
Base Metals in Mongolia."
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 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
13
1999 and the Company recoverd approximately 487,000 pounds of U(3)O(8) in
concentrates and approximately 2.0 million pounds of vanadium.
Due to deteriorating commodity prices and other factors, the Company placed all
of its U.S. mines on standby in fiscal 1999. The Company has also written-off
the carrying value of its U.S. mineral properties for the same reason in fiscal
1999. The Company intends to keep those properties on shutdown status
indefinitely, pending a significant improvement in commodity markets, or
possibly the sale or joint venture of all or a portion of such properties to or
with other parties. The Company has also closed its Colorado Plateau mining
office in fiscal 1999 and Arizona mining office in fiscal 2000.
B. BUSINESS OVERVIEW
CURRENT OPERATIONS
The Company has redefined its business operations in the United States to focus
on the development of the alternate feed business, and has initiated a precious
and base metals exploration program in Mongolia. The Company has focused on the
following four areas in the past:
1) Uranium and Uranium/Vanadium Mining
2) Alternate Feed Processing
3) Uranium Exploration and Development
4) Marketing.
Due to deteriorating commodity prices and other factors, the Company has ceased
its uranium/vanadium mining and exploration activities, and has shut down all of
its uranium mines and its Mongolian uranium joint venture. The Company intends
to keep its Mongolian uranium property on a shut down status indefinitely,
pending a significant improvement in commodity prices, or possibly sell or joint
venture all or a portion of such property to or with other parties. The Company
has closed its Colorado Plateau and Arizona mining offices and will continue to
evaluate potential options for the sale of its uranium mining properties and
mining equipment, as they may arise.
As a result of this reduction in uranium exploration and mining activities, the
Company has focused its resources on the continuing development of the alternate
feed, uranium-bearing waste recycling business, including the possibility of
joint venturing or selling all or a portion of this business with or to other
parties. Although the Company has pursued the alternate feed business in the
past, and, as of February 17, 2003, has received fourteen license amendments for
the processing of alternate feed materials at the Mill, the alternate feed
business has historically been considered by the Company to be supplemental to
its business of mining and milling conventional uranium and uranium/vanadium
mineralization. With the decline in commodity prices, the Company is now
dedicating its attention to the development of the alternate feed business as
the primary focus of its business operations in the United States. See
"Alternate Feed Processing." In addition, the Company has commenced a precious
and base metals exploration program in Mongolia. See "Exploration for Precious
and Base Metals in Mongolia." The Company will also continue to evaluate other
opportunities, unrelated to its exploration, mining and alternate feed
activities, as they may arise.
ALTERNATE FEED PROCESSING OVERVIEW
During fiscal 2002, the Company received 3,600 tons of uranium bearing monazite
sands from Heritage Minerals, Inc. in New Jersey, and continued to receive
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
2002 the Company received approximately 15,200 tons of material from the Ashland
1 site, which, together with amounts received in fiscal 1999, 2000 and 2001 and
approximately 3,000 tons received up to December 31, 2002 in fiscal 2003, total
approximately 172,600 tons received. This amount exceeds the original estimates
for the Ashland 1 project of approximately 100,000 tons. During fiscal 2002 the
Company also received approximately 20,800 tons of material from the Linde site,
which together with material received from that site in fiscal 2001 and up to
December 31, 2002, totals approximately 81,700 tons of material received from
that site. The Company currently expects to receive an additional 18,300 tons of
material from the Linde site. This total expected amount from the Linde project
of approximately 100,000 tons exceeds the original estimate of 75,000 tons from
that site. In addition, in the first quarter of 2003, the Company has received
approximately 11,500 tons of material from Molycorp Inc's Mountain Pass facility
in California. The
14
Company began processing the Ashland 1 materials at the Mill in June 2002.
During this Mill run, which currently is expected to run through mid 2003, all
of the Ashland 1, Heritage, Molycorp and Linde materials that will have been
received by the Mill will be processed. As of September 2002, the Mill had
processed 88,338 tons of material with an additional 162,860 tons of material in
stockpile at the Mill at that time, awaiting processing.
The Company intends to continue to marshal its resources and concentrate its
United States operations on the development of the alternate feed,
uranium-bearing waste recycling business, including the possibility of joint
venturing or selling all or a portion of this business with or to other parties.
The Company continues to expect that the development of its alternate feed
business can result in a profitable business for the Company, if the Company is
able to develop a sufficient backlog of alternate feed materials to allow the
Mill to operate efficiently on a continuous basis. The Company's Urizon joint
venture, if successful, could generate sufficient alternate feed materials to
result in sustained operations at the Mill for a number of years. See "Urizon
Joint Venture." Despite the Company's successes, however, the Company has not to
date developed the required backlog of alternate feed business. Developing this
backlog will be a prerequisite if the Company is to continue with its pursuit of
this business in the future. See "Alternate Feed Processing" and "Urizon Joint
Venture."
Process milling of alternate feeds and related activities generated $6,830,137
of the Company's fiscal 2002 revenues, which were 100% of total revenues for the
year. The 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. 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 2000, 2001 and 2002, process milling fees from alternate feed
production and related activities combined with revenues derived from uranium
produced from alternate feed materials were, $2,743,201, $762,230 and
$6,830,137, respectively, representing 17, 94 and 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 acquired on
the acquisition of the Energy Fuels Assets, and from the sale of uranium and
vanadium produced from ores mined from the Company's mines. There were no sales
of uranium in fiscal 2002. As mentioned below (see "Marketing"), the Company has
sold all of its uranium inventory and uranium contracts, and all but $828,062 of
its vanadium inventories. It is therefore expected that future revenues will be
primarily from the Company's alternate feed business.
URANIUM EXPLORATION AND DEVELOPMENT
In the area of uranium exploration and uranium property development, the Company
did not undertake any exploration activities in fiscal 2002. Due to the
depressed uranium market and current market forecasts, the Company shut down the
field operations at the Gurvan-Saihan Joint Venture in fiscal 2000, the
Company's uranium development and exploration program in Mongolia. 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 project office in Ulaanbaatar was downsized during fiscal 2000
but will be maintained, and is being utilized to support the Company's precious
and base metals exploration program in Mongolia. See "Exploration for Precious
and Base Metals in Mongolia."
In addition, the Company sold its Reno Creek property in fiscal 2001 to a third
party in consideration of the assumption by the third party of all reclamation
liabilities associated with the project.
MARKETING
Given the continued forecasted weakness in the uranium market, the Company
decided to sell its entire uranium inventory along with its remaining uranium
sales contracts in fiscal 2000. The Company did not produce or sell any uranium
in fiscal 2001. Due to depressed vanadium prices the Company continues to hold
approximately, 424,000 pounds of vanadium, as black flake, that it intends to
sell as vanadium prices strengthen, and approximately 144,000 pounds of
vanadium, as vanadium pregnant liquor. Vanadium prices continue to be in the
lower range of their historical values, trading from $1.00 to $1.90 per pound
V(2)O(5) throughout the fiscal year, and trading in the $1.30 to $1.70 per pound
V(2)O(5) range as of January 2003.
15
MOAB TAILINGS PROJECT INITIATIVE
In December 2001, the Company entered into a teaming agreement with Washington
Group International, Inc. to make a proposal to the U.S. Department of Energy
("DOE") to relocate the Moab uranium mill tailings to the White Mesa Mill by
slurry pipeline. The Moab tailings pile contains an estimated 13 million tons of
mill tailings, mill debris, other contaminated soils, and cover material,
located near Moab Utah, approximately 90 miles north of the White Mesa Mill. The
location of the tailings pile, adjacent to the Colorado River and an
environmentally sensitive wetlands, as well as the ongoing contamination of
groundwater due to seepage of pollutants into the River, have lead DOE to
investigate several alternatives for final remediation of the pile. In December
2002, the DOE announced the initiation of an Environmental Impact Statement for
the remediation of the tailings pile, in which it will evaluate several
alternatives, including the White Mesa option. The Environmental Impact
Statement 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 September 30, 2002, the Company had acquired a
land package comprising more than 1.6 million hectares and had completed a field
campaign of mapping, sampling and data analysis. Additional properties have
since been acquired in Mongolia, and further exploration is planned for the
summer 2003 field season. See "Exploration for Precious and Base Metals in
Mongolia."
ALTERNATE FEED PROCESSING
Commissioned in 1980, the White Mesa Mill has processed conventionally mined
mineralized material for the recovery of uranium and vanadium for many years. In
addition, the Company's NRC license gives the Company the right to process other
uranium-bearing materials known as "alternate feeds," pursuant to an Alternate
Feed Guidance adopted by the NRC in 1995. Alternate feeds are uranium-bearing
materials from other processing facilities, which usually are classified as
waste products to the generators of the materials. Requiring a routine amendment
to its license for each different alternate feed, the Company can process these
uranium-bearing materials and recover uranium, in some cases, at a fraction of
the cost of processing conventional ore, alone or together with other valuable
metals such as niobium, tantalum and zirconium. In other cases, the generators
of the alternate feed materials are willing to pay a recycling fee to the
Company to process these materials to recover uranium and then dispose of the
remaining byproduct in the Mill's licensed tailings cells, rather than directly
disposing of the materials at a disposal site. This gives the Company the
ability to process alternate feeds and generate earnings that are largely
independent of uranium market prices. By working with the Company and taking the
recycling approach, the suppliers of alternate feed materials can significantly
reduce their remediation costs, as there are only a limited number of disposal
sites for uranium-bearing materials in the United States.
As of February 17, 2003, the Mill has received fourteen license amendments,
authorizing the Mill to process seventeen different alternate feed materials. As
of February 17, 2003, the Mill has recovered approximately 1,125,000 pounds of
U3O8 from the processing of alternate feed materials. Of these amendments, eight
involve the processing of feeds provided by nuclear fuel cycle facilities and
private industry and one has involved the processing of DOE material. These nine
feed materials have been relatively high in uranium content and relatively low
in volume. The remaining 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 44,000 tons of FUSRAP material from the
Ashland 2 site and approximately 172,600 tons of FUSRAP material from the
Ashland 1 site, both near Buffalo, New York, and, as of February 17, 2003, is
receiving such material from the Linde site, also near Buffalo. The Linde site
is estimated to ship approximately 100,000 tons. 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, 2003 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
16
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 provided the Company with 160,000 pounds of uranium. The Company
continues to receive alternate feeds under this contract. As well, the Company
will continue to be an outlet for smaller private companies seeking recycling as
a preferred and often cheaper alternative to direct disposal.
Government remediation projects, such as those involving the clean-up of FUSRAP
sites, are generally well known in the industry. Each such project typically
takes several years to characterize and to obtain all agency approvals required
in order to proceed to remediation. Once the project reaches the remediation
stage, and government funding has been allocated to the project, it typically is
put out to tender for sealed bids, and site remediation, transportation and
disposal/recycling facility contracts are then awarded. This process typically
takes several months to complete. Once contracts are awarded, actual remediation
could last for months to years, depending on the size of the project and
government funding priorities. Depending on the project, there are typically two
to five qualified disposal/recycling facilities that will bid on each contract.
There are also other government sources of alternate feed materials that are not
on any particular schedule or program for remediation. These are not as well
known in the industry, and it is incumbent upon the Company to identify these.
These types of contracts may be sole-source or may be subject to public tender,
depending on the circumstances. While some private industry contracts relate to
private sites that must be remediated under regulatory order or directive within
set time frames and in many respects resemble government remediation contracts
in scope and timing, most private industry contracts are not well publicized and
need not be remediated within any set time period. It is incumbent upon the
Company to identify these types of contracts . Most of these types of contracts
are sole-source. As of February 17, 2003, the Company has been successful in
obtaining approximately 33% of the contracts for which it submitted a
competitive bid and approximately 65% of all contracts sought.
While the progress made to date is considerable, there have been regulatory
uncertainties associated with this uranium recycling business. As noted, the
Company's license gives the Company the right, with appropriate amendments, to
process alternate feeds. These amendments are granted under the rules and
regulations of the NRC. Some of the Company's alternate feed projects have been
challenged by the State of Utah, which has believed that the State of Utah
should have regulatory authority over these projects instead of the NRC.
Activities have also been challenged by a commercial disposal company and other
parties. As of February 17, 2003, 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
the amendment to the Company's NRC license amendment, that allowed the Company
to process the Ashland 2 FUSRAP materials. This decision by the five NRC
Commissioners reaffirmed an earlier ruling by the Atomic Safety and Licensing
Board, and resolved in the Company's favor the dispute with the State of Utah
over the types of materials that can be processed at the Mill. As a result of
this ruling, it is clear that the uranium bearing soils and materials located at
former defense sites that are being pursued by the Company can be processed at
the Mill in accordance with NRC health and safety regulations. See "Item 8.
Financial Information - Legal Proceedings."
While the legal dispute between the Company and the State of Utah has been
resolved, the Company nevertheless continues to work with the Utah Department of
Environmental Quality ("UDEQ") to resolve any concerns that UDEQ has regarding
the operations at the Mill. The Company and UDEQ have made considerable progress
in this regard to date, and the Company intends to continue working with UDEQ to
cooperatively resolve any outstanding issues in a manner that will provide UDEQ
with the regulatory comfort it desires while still allowing the Company to
pursue the development of its alternate feed business. See "Item 8. Financial
Information - Legal Proceedings."
In conducting its alternate feed business to date, the Company has not been
dependent on patents or technological licenses or new manufacturing processes
(other than those that have been developed by the Company as necessary),
although it has been dependent upon entering into commercial contractual
relations with generators of alternate feed materials. Costs of processing
alternate feed materials are dependent upon costs of raw materials and labor,
which 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.
17
The Company continues to expect that the development of the business of
recycling uranium-bearing materials can result in a profitable business for the
Company. As noted above, there are potentially several hundred thousand tons of
this type of material in the U.S. In order for the Company to become profitable
in this business the Company must be able to: A) identify a sufficient number of
contracts that would be profitable for the Company; B) be successful in winning
a sufficient number of these contracts in the face of competition from other
facilities; and C) receive these contracts in a time frame and have sufficient
backlog of such contracts to allow the Mill to operate at a sufficient rate to
more than cover its costs of production, any standby costs that are incurred
between Mill runs, and other corporate overheads. Despite its successes in
developing this new business opportunity and the receipt of alternate feed
materials from various sources, the Company has not to date developed this
required backlog of alternate feed business to result in sustained profitable
operations for the Company. Given the timeframes inherent in bidding for and
being awarded government contracts and identifying and securing commercial
contracts for alternate feed materials, this could take a matter of years to
achieve. The Company's Urizon joint venture, if successful, could generate
sufficient alternate feed materials to result in sustained operations for the
Company for a number of years. See "Urizon Joint Venture." Developing this
backlog will be a prerequisite if the Company is to continue with its pursuit of
this business in the future. As a result of the Company's shutdown of its
uranium exploration and mining activities (see "Current Operations"), the
Company is focusing its resources in the United States primarily on the
continuing development of the alternate feed, uranium-bearing waste recycling
business, including the possibility of joint venturing or selling all or a
portion of this business with or to other parties. However, if the Company
cannot develop the required backlog of alternate feed business in the near
future, it may consider pursuing other business opportunities as they may arise.
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, long-term, alternate feed program (the "USM Ore(TM)
Program") for the Company's White Mesa Mill that, if successful, is expected to
result in the Mill producing two to three million pounds of yellowcake per year
over at least a six-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. Navy's fleet of nuclear submarines and aircraft carriers. 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.
The USM Ore(TM) 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(TM)"). The USM Ore(TM) will then be
further processed at the Company's White Mesa 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(TM) 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. 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 15 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
approvals from the NRC and certain other agencies. This critical phase is
underway. Assuming receipt of regulatory approvals, construction of a pilot
plant at NFS' site in Erwin Tennessee could be completed by late 2004. The
operation of the pilot facility and
18
processing of the USM Ore(TM) at the Company's White Mesa Mill is expected to
last for a year and will result in some production of commercially saleable
yellowcake. Upon successful completion of the pilot test and a positive
feasibility study, the pilot facility will be converted to a commercial
facility. Commercial production is expected to last six to ten years or longer
depending on the amount of DOE materials that are available.
The Company and NFS are pursuing funding from DOE to cover the costs of the
design of the pilot facility and other costs of pursuing the Project.
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.
MOAB TAILINGS PROJECT
The Company entered into a teaming agreement with Washington Group
International, Inc. ("Washington Group") in December 2001 to submit a technical
and financial proposal to the U.S. Department of Energy ("DOE") to relocate the
Moab uranium mill tailings to the White Mesa Mill.
The Moab Uranium mill tailings pile, located at the former Atlas Minerals
Corporation site, approximately three miles north of Moab, Utah, which is
located approximately 90 miles north of the White Mesa Mill, is now under the
control of DOE. The Moab tailings pile contains an estimated 13 million tons of
mill tailings, mill debris, other contaminated soils and cover material. The
location of the tailings pile, adjacent to the Colorado River and an
environmentally sensitive wetlands, as well as the ongoing contamination of
groundwater and seepage of pollutants into the river, have lead DOE to
investigate several alternatives for final remediation of the pile.
One alternative is to remediate the tailings on-site through the use of an
engineered rock armor cover. Although this appears to be initially less costly,
a number of federal and state agencies, local business interests, downstream
water users, and environmental groups are objecting to this final closure
alternative. Concerns raised by some of the more than 30 million downstream
users of the Colorado River focus on the risk of continued long-term
contamination of site groundwater and the Colorado River, as well as actual
long-term costs for monitoring and maintenance. In addition to the remediation
in-place alternative, DOE is currently evaluating alternatives for relocating
the pile to the White Mesa Mill using a slurry pipeline or to other potential
relocation sites using alternative transportation methods. Based on a
preliminary plan prepared by DOE, the cost for relocation to one of these other
potential sites has been estimated by DOE to be between US$365 and US$450
million.
The Company and Washington Group believe that relocation of the Moab tailings to
the White Mesa Mill has many economic, technical, and environmental advantages
over in-place final closure or relocation to a new, unproven disposal site. The
Company and Washington Group believe that relocating the tailings via slurry
pipeline to the White Mesa Mill will enhance long-term environmental, social,
and aesthetic values as well as public health and safety. Engineering on the
project to date by the Company and Washington Group indicates that utilization
of proven pipeline technology, which has a long history of safe operations, will
be the least disruptive to the local communities, enable the relocation to be
completed faster, and based on preliminary estimates, will be economically
attractive compared to other relocation options being considered.
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.
EXPLORATION FOR PRECIOUS AND BASE METALS IN MONGOLIA
In early 2002, the Company initiated a broad regional exploration effort in
Mongolia for precious and base metals. Mongolia has numerous favorable
environments for ore deposits of copper, gold and related metals and has become
the focus of worldwide exploration concerns seeking to test its under-explored
potential.
Through its Mongolian Uranium Joint Venture, the Company has operated in
Mongolia for eight years and has a
19
particular geologic and operating expertise in the country, offering a
competitive advantage for a new precious and base metals exploration program.
Building on its established foundation in Mongolia, the Company has quickly
established a significant land position in Mongolia for base and precious metals
exploration. These properties have been acquired by the Company completely for
the Company's own account, and are independent of the Company's Mongolian
Uranium Joint Venture. See "Mongolian Uranium Property."
The Company has retained Global Mine Discovery Partnership ("GMDP") to
coordinate the field program. GMDP is a group of senior exploration
professionals with extensive regional experience and proven
exploration/discovery expertise. The field team includes Mongolian geologists
working with GMDP personnel. The team includes a senior Mongolian geologist that
has a long history of exploration work in Mongolia, is highly familiar with many
of the most favorable exploration terranes in Mongolia, and has participated in
the exploration and development of a number of discoveries in Mongolia. 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.
The Company approached the 2002 season with the objective of establishing a
significant and prospective land position favorable for exploration of precious
metals and copper (alone or in combination). As of February 6, 2003, the Company
holds 3.5 million hectares under 51 licenses, in addition to its 1.3 million
hectares under 5 licenses held by the Mongolian Uranium Joint Venture. Work to
date on the precious and base metals properties has involved focused regional
reconnaissance by GMDP, including review of available geologic and metallogenic
data and analysis of geophysical data and satellite imagery. As of September 30,
2002, the Company had expended $538,897 on this land acquisition and exploration
program.
The Company is now compiling the extensive geochemical, geologic and geophysical
data set it generated in the 2002 season in Mongolia. Several high-ranking
prospects have emerged and will be the initial focus of more detailed site
investigation in the 2003 field season. The Company's office in Mongolia will be
the center of efforts to process data from the field.
The Company's precious and base metal exploration properties are located in a
number of separate areas in Mongolia, as described below, and as indicated in
the following Figure. All of these properties are at the exploration stage. They
contain no known mineral deposits at this time and have no workings or
infrastructure.
20
[CONCESSION LOCATION MAP]
TSAGAAN TOLGOI
The Tsagaan Tolgoi area is notable for an extensive regional trend of gold,
copper and rare earth element occurrences. The Tsagaan Tolgoi licenses total
425,800 hectares in four blocks. Known 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. The Tsagaan Tolgoi region has been extensively
structurally deformed. Predominant fault systems strike NNW, and the region has
sufficient structural preparation to host important ore deposits.
Within the Tsagaan Tolgoi area a large exploration target has been identified.
This target is a circular alkaline igneous complex with many features typical of
major iron oxide copper-gold deposits. These features include widespread albitic
alteration, localized biotite alteration, surface copper anomalies and a strong
magnetic anomaly. This target, Shiveen Gol, is controlled by the Company and a
third party. In December, 2002, the Company signed a letter of intent 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.
ERDENET AND TOMOR TOLGOI
These licenses are in two blocks, Erdenet and Tomortolgoi, covering 535,000
hectares. 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.
21
Near the Company's Erdenet licenses, strong stockworking, phyllitic alteration
and leaching were identified in association with a Triassic porphyry. This
environment is typical of a porphyry leached cap and provides encouragement that
other Erdenet-like porphyry systems could be present under cover within the
Company's licenses.
On the Tomortolgoi license areas, preliminary field reconnaissance identified a
strong alteration system on a prospect named Oyut Uul. The rocks are
south-dipping Permian and Triassic sandstone and andesite intruded by upper
Triassic granodiorite. A 1500-meter long sericitic to argillic alteration area
is exposed along a northeast trending ridge. The altered rocks include both
sediments and volcanics, and abundant goethite mineralization occurs in
fractures.
Further field evaluation, including geochemistry and geophysics, is planned for
both license areas to define potential drill targets.
BURKHEER KHAR
The Burkheer Khar area (4 licenses, 446,000 hectares) covers a large
WNW-striking regional aeromagnetic anomaly in metamorphosed sediments and
volcanics and in abundant Precambrian and Paleozoic intrusives. Numerous lode
gold and placer gold occurrences listed in government surveys are suggestive of
potential for mesothermal gold deposits. The company is preparing plans for
geophysical surveys, surface mapping, and additional geochemical sampling.
HUVSGOL
The Huvsgol licenses (4 licenses, 309,000 hectares), located in north central
and northwest Mongolia, cover numerous gold steam-sediment anomalies, as well as
combined showings of copper skarns, iron skarns, and rare earth prospects,
located in north central and northwest Mongolia. A stockwork fracture system was
located in an extensive zone of alteration in Triassic sandstones, conglomerate
and rhyolite. The major zone of strong alteration is about 1.8 km long and 0.4
km wide and is located along an E-W major fault zone. Although surface
geochemistry sampling results did not show a strong geochemical signature, the
intensity of the stockworking and the leached nature of the surface alteration
has encouraged the Company to plan an IP geophysical survey in the next field
season. Field examination also located a 1.5 km by 0.7 km hydrothermal system in
Proterozoic sandstone and quartzite with disseminated and stockworked magnetite,
abundant epidote/magnetite/quartz, and traces of pyrite and chalcopyrite.
Geochemical sampling here yielded values up to 0.26 ppm Au, 28 ppm Ag, and 0.18%
Cu. The character of mineralization warrants follow up work to identify other
targets in this area.
The West Huvsgol licenses (3 licenses, 305,000 hectares) were taken in an area
of Precambrian phyllites, schists, and Cambrian flysch-like sediments. Mongolian
government surveys in this area document an extensive regional stream sediment
gold anomaly. The government information includes a 36 sample drainage gold
anomaly within a 30 x 10 km region and evaluation of two placer resources. Of
particular note from the Company's preliminary field work is a 250 m wide shear
zone, in quartz-feldspar-biotite schists, which has associated gold placers.
Initial field work was limited in this area due to the end of the field season,
and follow up geochemical sampling is planned to focus efforts on this large
anomalous target. The area is believed to be favorable for mesothermal and/or
intrusion related gold occurrences.
CHANDMAN UUL AND ULZIT
These six exploration licenses in southeast Mongolia cover two large exploration
target areas, Chandman Uul and Ulziit, and are located on trend with known
deposits within the South Mongolia Belt. This belt has demonstrated potential to
host large copper-gold porphyry systems. These license areas were selected based
on LandSat imagery interpretation and magnetic and gravity anomalies.
The Chandman Uul licenses total 412,500 hectares, and the Ulziit licenses total
108,800 hectares. The Chandman Uul - Ulziit licenses also connect with licenses
held by the Company's Mongolian Uranium Joint Venture. See "Mongolian Uranium
Property." The combined land package held by the Company and the Mongolian
Uranium Joint Venture in the northeast extension of the South Mongolia Belt is
now 821,300 hectares.
22
Initial prospecting within the Company's Ulziit licenses discovered anomalous
gold in mesothermal quartz veins, up to 6.1 gm/t in narrow vein outcrops. Work
also discovered anomalous molybdenum (up to 950 ppm) in small surface showings.
The Company is planning follow up work consisting of mapping and sampling in the
2003 field season.
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 Gants Modot licenses total 333,000 hectares in three
blocks. Large fault systems, which have been active since Paleozoic time, cross
through this region. The Gants Modot area has several gold prospects, which
suggest the potential for mesothermal gold deposits. A combination of iron
skarns, copper prospects, and gold prospects occur in an island arc setting.
Preliminary work was conducted in 2002, and interesting areas were identified
which warrant followup field work.
DAVAA
The Davaa license (228,000 hectares) was selected 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. The licensed area covers two extensive areas of
alteration. The Tagin Nuur area hosts argillized and silicified rhyodacite and
rhyolite. The Shumuultai-Quartzitic alteration system consists of argillic,
phyllic, and silicic alteration and minor stockwork features in Devonian
intrusives and volcanics; this area has anomalous molybdenum and also exhibits
very high potassium assays, suggestive of a highly alkaline granite and/or
potassic alteration. Only very limited site investigative work has been
conducted on the Davaa license.
FUTURE EXPLORATION
The Company is now compiling the extensive geochemical, geologic and geophysical
data set it generated in the 2002 season in Mongolia. Several high-ranking
prospects have emerged and will be the initial focus of more detailed site
investigation in the 2003 field season. The Company office in Mongolia will be
the center of efforts to process data from the field.
The Company intends to transfer its precious and base metals properties as well
as its interest in the Mongolian Uranium Joint Venture to a subsidiary of the
Company. Further funds required for the Shiven Gol and other property
acquisitions in Mongolia and towards the 2003 field exploration program for the
Company's Mongolian precious and base metals properties would then be raised
through private or public offerings of securities of the subsidiary.
THE URANIUM INDUSTRY
Although the Company has placed all of its uranium mines on standby, and has
sold all of its uranium inventories and supply contracts, it nevertheless
produces some uranium from the processing of alternate feed materials. While the
processing of alternate feed materials is often associated with a processing fee
payable to the Company, and hence the revenues derived from alternate feed
processing are typically sheltered from the full effects of changes in the price
of uranium, the value of the uranium produced is still dependent upon uranium
prices. Also, the value of the Company's uranium properties can be dependent
upon changes in uranium prices. For these reasons, the Company has included a
brief description of the uranium industry, as of February 17, 2003.
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. In the U.S.,
production costs at nuclear power plants are the lowest of any major reliable
electricity source. The low operating cost combined with the increased focus on
climate change could result in increased electricity production from nuclear
generators.
According to the International Atomic Energy Agency ("IAEA") and the World
Nuclear Association ("WNA"), there are 104 nuclear reactors in the United States
and a total of 442, worldwide, representing a total world nuclear capacity of
357 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 35. Construction is well advanced on many
23
of them, and 15, with a total net capacity of over 11GWe, are expected to be in
operation before the end of 2004. 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 143
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 past three years (1999
- 2001) has increased from 68.5 to nearly 79 million pounds of uranium. Of this,
Canada and Australia accounted for over half the world's production. The United
States production only represented about 3% or 2.2 million pounds uranium.
During the last decade, takeovers, mergers and closures have consolidated the
uranium production industry. In 2001, eight companies accounted for more than
83% 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 recycled uranium. Inventories represent the largest portion of secondary
sources of supply and can be quite difficult to quantify. Inventories include
production inventories held by producers and utilities, and government and
military stockpiles. Inventories are held for a variety of reasons, such as:
government policy, avoiding supply disruptions and taking advantage of favorable
market prices.
The recycling of Highly Enriched Uranium ("HEU") is a unique subset of secondary
sources of supply and is accounted for separately from inventories. Surplus
fissile military materials are converted from HEU into low enriched uranium
("LEU") suitable for use in nuclear reactors. In February 1993, the United
States and Russia entered into an agreement (the "Russian HEU Agreement") which
provided for the United States to purchase 500 metric tons of Russian HEU over a
20-year period. In April 1996, the United States Enrichment Corporation ("USEC")
Privatization Act gave Russia the authority to sell Russian natural uranium
derived from the LEU in the United States over the 20-year period under certain
limits.
The USEC Privatization Act provides a framework for the introduction of Russian
uranium into the U.S. commercial uranium market. The agreement was signed during
July 1998 between the Russian government and three Western companies granting an
option to the Western companies to purchase a portion of the Russian natural
uranium derived from the LEU.
URANIUM PRICES
Most of the countries that use nuclear-generated electricity do not have a
sufficient domestic uranium supply to fuel their nuclear power reactors, and
their electric utilities secure a substantial part of their required uranium
supply by entering into medium-term and long-term contracts with foreign uranium
producers. These contracts usually provide for deliveries to begin one to three
years after they are signed and to continue for several years thereafter. In
awarding medium-term and long-term contracts, electric utilities consider, in
addition to the commercial terms offered, the producer's uranium reserves,
record of performance and cost competitiveness, all of which are important to
the producer's ability to fulfill long-term supply commitments. Under
medium-term and long-term contracts, prices are established by a number of
methods, including base prices adjusted by inflation indices, reference prices
(generally spot price indicators but also long-term reference prices) and annual
price negotiations. Many contracts also contain floor prices, ceiling prices,
and other negotiated provisions which affect the amount paid by the buyer to the
seller. Prices under these contracts are usually confidential.
Electric utilities procure their remaining requirements through spot and
near-term purchases from uranium producers and traders. Traders source their
uranium from organizations holding excess inventory, including utilities,
producers and governments.
The spot market is the market for uranium, which may be purchased for delivery
within one year. Over the last five years, annual spot market demand averaged
roughly 18 million pounds U3O8. In 2002, the total volume was 18.2 million
pounds U3O8, which was up from the 2001 level of 16.7 million pounds.
Historically, spot prices have been
24
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. More recently, the record spot demand aided to push prices
to $16.50 in June 1996. Trade restrictions limiting the free flow of uranium
from the former CIS republics into the Western world markets, the Nuexco
bankruptcy under Chapter 11 of the United States Bankruptcy Code and related
defaults on deliveries (see "Bankruptcy of Oren Benton and Nuexco"), and the
reluctance of uranium producers and inventory holders to sell at low spot price
levels, contributed to increases in demand and spot prices between 1995 and
1997. These factors had a diminishing impact on the uranium market causing
prices to decline. The drop in spot demand in the following four years largely
contributed to a relatively steady drop in prices to $7.40 in September 2000.
Prices remained depressed as a result of weak demand, falling to $7.10 in
January 2001, but, due to moderate increases in demand, prices have risen to
$9.75 by September 2002 and $10.20 by January 2003.
Future uranium prices will depend largely on the amount of incremental supply
made available to the spot market from the remaining excess inventories, from
supplies from Russian HEU and other Russian stockpiles, from excess United
States HEU and increased production from unutilized capacity of other uranium
producers. Some analysts believe that prices will begin to increase, but the
increase will be gradual and over an extended time period.
COMPETITION
Uranium production is international in scope and is characterized by a
relatively small number of companies operating in only a few countries. In 2001,
four (4) companies, Cameco, Compagnie Generales des Matieres Nucleaires
("Cogema"), WMC Limited and Energy Resources of Australia Ltd. ("ERA"), produced
59% of total world output. Most of Western World production was from Canada and
Australia. In 2001, 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 35% of the world
supply.
THE VANADIUM MARKET
The following is a brief summary of the vanadium market as of February 17, 2003.
As a co-product of the production of uranium from the Colorado Plateau District
ores, the Company has produced and sells vanadium. As of February 17, 2003, 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.
25
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
$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. Vanadium prices continued to be in the
lower range of their historical values trading from $1.30 to $1.70 per pound
V(2)O(5) throughout the fiscal year, and are trading in the $1.40 to $1.70 per
pound V(2)O(5) range as of January 2003.
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. Market forecasts predict a
marginal strengthening of vanadium prices to the $2.50 to $3.00 per pound range.
Vanadium has been largely producer-priced historically, but during the 1980s,
this came under pressure due to the emergence of new sources. As a result,
merchant or trader activity gained more and more importance. Prices for the
products that are produced by the Company will be based on weekly quotations of
the London Metal Exchange ("LME"). Historically, vanadium production from the
White Mesa Mill has been sold into the world-wide market both through traders,
who take a 2% to 3% commission for their efforts and, to a lesser extent,
through direct contacts with domestic converters and consumers. While priced in
U.S. dollars per pound of V(2)O(5), the product is typically sold by the
container, which contains nominally 40,000 pounds of product packed in 55 gallon
drums, each containing approximately 550 pounds of product. Typical contracts
will call for the delivery of one to two containers per month over a year or two
to a customer with several contracts in place at the same time. Pricing is
usually based on the LME price and may include floor and ceiling price
protection for both the producer and seller. Spot sales are also made based on
the current LME quote.
C. ORGANIZATIONAL STRUCTURE
The Company conducts its business through a number of subsidiaries. A diagram
depicting the organizational structure of the Company and its subsidiaries,
including the name, country of incorporation and proportion of ownership
interest is included as Exhibit 1.1 to this Form 20-F.
All of the Company's U.S. assets are held through the Company's wholly owned
subsidiary International Uranium Holdings Corporation. International Uranium
Holdings Corporation ("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.
26
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.
D. PROPERTY, PLANTS AND EQUIPMENT
The following is an overview of the properties held by the Company as of
February 17, 2003:
WHITE MESA MILL
OVERVIEW
The White Mesa Mill, a fully permitted uranium mill with a vanadium co-product
recovery circuit, is located in southeastern Utah near the Colorado Plateau
District and the Arizona Strip. The Mill is approximately six (6) miles south of
the city of Blanding, Utah. Access is by state highway.
Construction of the White Mesa Mill started in 1979, and conventionally mined
uranium mineralized material was first processed in May 1980. The Mill cost $40
million to construct; with inflation, more stringent permitting requirements,
and the lack of suitable sites, the cost of constructing a facility such as the
White Mesa Mill, if possible, would be considerably more than that amount today.
The Mill is in compliance with NRC and EPA standards, and is a standard design
with both uranium and vanadium circuits.
During mining, uranium mineralized material is received at the Mill and
stockpiled. The material is initially fed to an 18-foot diameter SAG Mill, then
stored in slurry form in one of the two pulp storage tanks. The Mill utilizes a
two-stage leach process where overflow solution from the No. 1 CCD Thickener is
combined, in an "acid kill" step, with feed from the pulp storage tanks. The
slurry from this first stage leach is then separated in the pre-leach thickener,
with the solids going to the second stage leach and the clarified solution going
to the solvent extraction circuits. Concentrated sulfuric acid, steam, and an
oxidizer are added in the second stage leach. This slurry is subsequently fed to
the 8-stage CCD Circuit where the underflow is discharged to tailings. In full
operation, the Mill employs approximately 100 people.
CURRENT CONDITION AND OPERATING STATUS
The Mill recommenced milling in June 2002, 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. In fiscal 2002, the
Mill processed approximately 88,300 tons, leaving a stockpile of approximately
162,800 tons to be processed in fiscal 2003. The current Mill run is expected to
continue until mid 2003, at which time the Mill will be placed 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. While on standby, the
Mill is generally 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, 2003, there were no inventories of U(3)O(8) at the Mill. As
of that date, there were approximately 424,000 pounds of vanadium, as black
flake, and approximately 144,100 pounds of vanadium, as vanadium pregnant
liquor, located at the Mill.
TAILINGS
Synthetic lined cells are used to contain tailings and, in one case, solutions
for evaporation. There is sufficient volume available, as of February 17, 2003,
for approximately another 180,000 tons of tailings solids, after taking into
account materials that are expected to be received under existing contracts.
Thereafter, Cell No. 4A can be utilized after it is relined. Difficulties have
been encountered with damage to the seams in the liner for Cell No. 4A. This
cell contains no tailings at present, and the damage is due to working of the
liner by thermal stress, since it has not been placed in use and has been
exposed to full sunlight for several years. The cell must be relined with a
better quality material before using it to deposit tailings. After Cell No. 4A
is relined, approximately 2,000,000 tons of tailings solids can be disposed of
in Cell No. 4A before an additional cell will be needed.
27
The environmental assessment 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 2003.
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 June 2002 the Company commenced its current Mill run, which is
expected to continue until mid 2003, in which four alternate feed sources will
be processed.
OPERATION AT REDUCED CAPACITY
Design capacity of the Mill is 2,000 tons per day of mined material, which would
yield 6 million pounds U(3)O(8) per year from Arizona Strip ore or 3.5 million
pounds per year of U(3)O(8) and up to 18 million pounds per year of V(2)O(5)
from Colorado Plateau materials. The Mill, at its 2,000 tons per day design
capacity, is oversized for the foreseeable tonnages expected over the next few
years. The larger the capacity, the larger the interval between Mill runs, as
ore must be stockpiled to provide adequate mill feed.
The Company has modified the Mill to a reduced effective capacity to
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
current mill run the Mill is processing 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:
28
WHITE MESA MILL CLOSURE COSTS
CATEGORY
--------
Mill dismantling and decommissioning $ 1,667,129
Tailings cell #2 Reclamation 1,119,103
Tailings cell #3 Reclamation 1,571,125
Tailings cell #4A Reclamation 125,766
Tailings cell #1 Reclamation 1,220,789
Miscellaneous - management, hygiene, radiation, etc. 1,921,104
-----------
Direct Costs 7,625,016
Contractors' Profit 762,502
Contingency 1,143,753
Licensing and bonding 152,500
Long term care fund 652,511
-----------
TOTAL ESTIMATED COSTS $10,336,282
===========
On September 5, 2002 the NRC issued amendment No. 21 to the Mill license, which
decreased the surety from $10,365,457 to $10,336,282.
SEQUENTIAL RECLAMATION
As each pond, or cell, is filled with tailings, the water is drawn off and
pumped to the evaporation pond and the sands allowed to dry. As each cell
reaches final capacity, reclamation will begin with the placement of interim
cover over the tailings. Additional cells are excavated into the ground, and the
overburden is used to reclaim previous cells. In this way there is an ongoing
reclamation process.
GROUND WATER DISCHARGE PERMIT
Although the Mill is designed as a facility that does not discharge to
groundwater, the Company is negotiating a Groundwater Discharge Permit with the
State of Utah Department of Environmental Quality, which will give the State of
Utah dual jurisdiction over the protection of groundwater at the Mill site. The
State of Utah requires that every operating uranium mill in the State of Utah
have a State Groundwater Discharge Permit, regardless of whether or not the
facility discharges to groundwater.
SUMMARY OF MINERALIZED MATERIAL DEPOSITS
The following is a summary of the Company's estimates of the uranium and
vanadium contained in mineral deposits on the Company's various properties, as
of February 17, 2003:
Conventional Mines
Project Mineralized Tons %U(3)O(8) %V(2)O(5)
------- ---------------- --------- ---------
Arizona Strip Mines(1,4)
Arizona 1 80,000 0.652
Canyon 108,000 0.903
Pinenut 110,000 0.427
--------- -----
Total Arizona Strip 298,000 0.660
Colorado Plateau(2,4) 1,506,750 0.206 1.208
Bullfrog Project(3,4) 1,937,000 0.334
29
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 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."
Due to continued weak commodity prices, the Company continues to drop certain
uranium exploration properties in the United States to reduce land holding
costs.
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.
EXPLORATION POTENTIAL
The uranium mineralization found in the Colorado Plateau was deposited in
alluvial fans by braided streams. The shape and size of the mineralized lenses
are extremely variable. As a result, exploration and mining have historically
involved conducting exploration to find a lense and then merely following its
erratic path, with little additional surface exploration drilling other than
development drilling in the course of following the lense. This is unlike other
types of mining where mineralization is almost completely delineated by surface
explorative drilling prior to mining.
The unusual nature of these deposits has therefore traditionally resulted in a
limited amount of resources being dedicated to delineate reserves prior to
mining. Traditionally, there will be some reserves that have been delineated at
the beginning of each year, uranium will be mined during the year and
approximately the same amount of reserves will remain delineated at the end of
the year. This pattern has persisted since the 1940s.
Based on this history of production from the Colorado Plateau, the Company
believes, that if commodity prices improve, the potential to continue this
pattern of production exists and that additional mineral deposits will be
delineated each year that mining continues.
Presently mineral deposits estimated to contain approximately 1,506,750 tons
with an average grade of 0.206% U(3)O(8) and 1.208% V(2)O(5) have been
identified by the Company in its Colorado Plateau properties. These estimates
take into account extraction dilution losses, but do not include milling
recovery losses, which are estimated to be 2% to 6% for uranium and 20% to 30%
for vanadium.
30
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, Monogram, Thunderbolt, Sunday, and East Canyon (Rim)
zones. The bulk of the mineral deposits in the Colorado Plateau District are
contained in three areas: the Sunday Mine Complex; the Deer Creek complex, which
includes the La Sal and Pandora mines; and, the East Canyon Area, which includes
the Rim Mine. All of these areas have developed, permitted mines that have been
shut down, pending a significant improvement in commodity prices. The location
of these mines is indicated on the following figure:
31
[MINES LOCATION MAP]
The Company commenced conventional mining operations at its Sunday Mine Complex
in November 1997 and at its Rim Mine in January 1998 after completion of mine
development activities. The Company continued the mining of uranium and vanadium
bearing materials from these mines until mid-1999. During this mining campaign a
total of approximately 81,500 tons of mineralized material with a U(3)O(8) grade
of 0.28% and a V(2)O(5) grade of 1.9% was mined from these mines. This
mineralized material together with approximately 5,750 tons of mineralized
material from independent mines was milled at the White Mesa Mill during the
period June 1999 to November 1999, to recover approximately 487,000 pounds of
U(3)O(8) and 2.0 million pounds of V(2)O(5). At that time, the Company elected
to suspend operations at these mines as a result of continued weak uranium and
vanadium prices and the expectation that these conditions would not improve for
the next several years. The shutdown of the mines took several months to
complete, and the process of shutting the mines down was completed in November
1999. The mines continue to remain in a shutdown status pending a significant
improvement in commodity prices.
Due to the shutdown of mining operations on the Colorado Plateau, the Company
closed its field office in Dove Creek, Colorado during the period July to
November 1999.
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 permitted 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. Mineral from the Arizona Strip mines can be hauled by truck
from the mine sites to the White Mesa Mill. The Arizona 1 Mine is 307 road
miles, and the Canyon Mine is 316 road miles from the Mill.
Due to the shutdown of mining activities and the Company's initiatives to reduce
the holding costs of its U.S. mineral properties, the Company sold its field
office in Fredonia Arizona, effective March 31, 2000.
MINE DEVELOPMENT
The mineral deposits occur in collapsed breccia pipes and range from 1,000 to
1,800 feet below surface with a vertical extent of up to 600 feet thick. Each of
the mines in the Arizona Strip consists of one breccia pipe. The pipes typically
are 200 to 400 feet in diameter. Within this envelope the mineral deposits can
be at times massive but often are irregular and discontinuous.
A 1,000 to 1,600 foot deep shaft is generally required to access the deposits.
In the case of the Hack Canyon I, II, and III mines, access was obtained through
declines driven from nearby canyons.
BACKGROUND GEOLOGY
Breccia pipes are collapse features created by cavern dissolution in the Redwall
Limestone, some 3,000 feet below present day surface. Overlying sediments
fracture as the cavern size increases and ultimately collapse forming a
pipe-like structure, which is filled with the rubble of the sediments. Uranium
mineralization occurs in this brecciated rock, forming deposits 200 to 400 feet
in diameter, some 600 feet thick at depths up to 1,800 feet.
Uranium mineralization is hosted by the breccia in a sand, silt, and clay
matrix. The principal uranium mineral, pitchblende, occurs primarily in the
matrix, filling voids between sand grains and replacing rock fragments. Pyrite
is the principal gangue mineral. Calcite and gypsum are common cementing
minerals. Copper, lead and zinc minerals may also be present.
Nearly always, the pipe is haloed by alteration or a zone of bleaching resulting
from the partial removal of red iron minerals from formations surrounding the
pipe. "Ring fractures" are often seen at the pipe margins. These fractures may
also be an important host for associated mineralization and reserves.
DESCRIPTION
The Arizona Strip properties consist of 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
[MINES LOCATION 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 URANIUM PROPERTY
OVERVIEW AND PROJECT STATUS
The Company owns a 70% interest and is the managing partner in the Gurvan-Saihan
Joint Venture, which holds five concession blocks that, as of February, 17 2003,
cover a total of 12,100 square kilometers in central eastern Mongolia. The other
participants in the Joint Venture are the Mongolian government and a Russian
geological concern, each as to 15 percent.
Since the Joint Venture's inception in 1994, it has invested over $10 million in
exploration on its concessions, and has discovered mineral deposits containing
approximately 21.67 million tons of mineralized material at an average grade of
approximately 0.052% U(3)O(8) amenable to the in situ leach method of mining.
Due to the depressed uranium market and current market forecasts, the Company
shut down the Joint Venture's field operations during fiscal 2000. The project
office in Ulaanbaatar was also downsized significantly during the year, but will
be maintained, and is currently being used to support the Company's precious and
base metals exploration program in Mongolia. See "Exploration for Precious and
Base Metals in Mongolia." 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. The Company intends to maintain the project
on a shutdown status until market conditions warrant additional investment or
the Company locates an additional Joint Venture participant. Due to the
favorable and unique Mineral Agreement between the Joint Venture and the
Mongolian government, the Joint Venture is able to hold its land position at
minimal cost.
The Company intends to transfer its interest in the Gurvan-Saihan Joint Venture
as well as its precious and base metals properties to a subsidiary of the
Company. Further funds required for property acquisitions in Mongolia and
towards the 2003 field exploration program for the Company's Mongolian precious
and base metals properties would then be raised through private or public
offerings of securities of the subsidiary.
PERMITTING
As discussed above, due to deteriorating commodity prices and other factors, the
Company has shut down all of its uranium mines. The Company intends to keep
those properties on a shut down status indefinitely, pending a significant
improvement in commodity markets, or possibly the sale or joint venture of all
or a portion of such properties to or with other parties.
The permitting status of the various mines is set out below.
SUNDAY MINE COMPLEX
The Sunday Mine Complex is fully permitted for its mining activities. Recent
changes in the laws of Colorado could give rise to additional future permitting
requirements.
In recent years, the State of Colorado passed a law that provides that the
Colorado Division of Minerals and Geology ("DMG") can determine that a mine is a
Designated Mining Operation (a "DMO") if it is a mining operation at which
"toxic or acidic chemicals used in extractive metallurgical processing are
present on site or acid-
35
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, 2003, the Company has not been notified
of any additional permitting requirements relating to its mining activities at
the Sunday Mine Complex.
OTHER COLORADO PLATEAU MINES
The Rim, Van 4 and certain other Colorado Plateau mines are also permitted for
mining.
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 was denied. 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 an
Aquifer Protection Permit be obtained. As with the Canyon Mine Aquifer
Protection Permit application, the applications for the Pinenut and Kanab North
mines have also been denied. 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.
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 $11.7
million securing the liability, as of September 30, 2002. 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 $10.3 million. The Company has posted
a reclamation bond to the NRC for that amount.
36
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.
OTHER ASSETS OF THE COMPANY
ADMINISTRATIVE OFFICES
The Company has a head office in Denver, Colorado, as well as field offices in
Blanding, Utah, and Ulaanbaatar, Mongolia.
EQUIPMENT
The Company acquired extensive mining equipment from Energy Fuels. Given the
Company's decision to suspend all U.S. mining operations, the Company is
currently in the process of selling its mining equipment.
SALES CONTRACTS
In order to maintain a strong cash position and to protect against any further
decline in the spot uranium price, the Company sold its remaining long-term
contracts and uranium inventory.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of the financial condition and results of operations of
the Company for the fiscal years ending September 30, 2002, 2001, and 2000,
should be read in conjunction with the consolidated financial statements of the
Company and related notes therein. THIS DISCUSSION CONTAINS FORWARD LOOKING
STATEMENTS - SEE "SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS." The
Company's consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles. Please refer to Note 15 of
the Consolidated Financial Statements for a discussion of the differences
between Canadian and United States accounting principles and practices that
affect the Company.
RESULTS OF OPERATIONS
FISCAL 2002 VERSUS FISCAL 2001
IUC 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 non-cash 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 non-cash charge of $300,663 for expenses associated
with an increase in Mill reclamation obligations and an increase to the carrying
value of the
37
other asset of $760,000 to reflect current uranium prices. The other asset and
the offsetting deferred credit represent a put option entered into in fiscal
1999, which grants a third party the option to put up to 400,000 pounds of
U(3)O(8) back to the Company at a price of $10.55 per pound, at any one time
during the period of October 1, 2001 to March 31, 2003. 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.
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 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.
The Company receives a recycling fee for a majority of the alternate feed
materials once they are delivered to the Mill. A portion of the fees, equal to
the costs that are incurred receiving materials, is recognized as revenue, while
the remaining recycling fees are recorded as deferred revenue until the material
is processed 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.
Due to the continued weak markets for vanadium, the Company elected not to sell
any of its vanadium inventories in fiscal 2002. In fiscal 2001, revenue from
vanadium sales totaled $47,533. The Company continues to hold approximately
424,000 pounds of vanadium, as black flake, that it intends to sell as vanadium
prices strengthen, and approximately 144,000 pounds of vanadium, as vanadium
pregnant liquor. Vanadium prices have improved but continue to be in the lower
range of their historical values, and are currently trading in the range of
$1.30 to $1.70 per pound V(2)O(5).
COST OF PRODUCTS AND SERVICES SOLD
Process milling expenditures for fiscal 2002 of $2,047,791, which represent the
costs 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 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 primarily due to a decline in Ashland 1
material, as the receipt of this material is nearly complete.
In addition to FUSRAP (Formerly Utilized Sites Remedial Action Program)
materials from the Ashland 1 and Linde sites, the Company continues to receive
deliveries of alternate feeds from another uranium producer under a long-term
arrangement. While the Company will not receive a processing fee for this
particular alternate feed, it will produce uranium from these materials, which
will then be sold. These materials will not be processed until the price of
uranium strengthens above current levels. As of September 30, 2002, there were
approximately 5,300 tons of these materials at the Mill. 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.
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
38
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 has added 42 additional 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 2002 were
$3,449,781 as compared to $2,222,478 for fiscal 2001, an increase of $1,227,303.
The increase resulted primarily from increased expenditures for professional
services, insurance, and other related costs associated with the Company's
vigorous efforts to expand its alternate feed business, and 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 is being 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 are pending. To date, activities have included land and data
acquisition, geophysical and geochemical analysis and an extensive field
program. Exploration expenditures on these properties for the fiscal year were
$538,897.
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 is 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.
RESULTS OF OPERATIONS
FISCAL 2001 VERSUS FISCAL 2000
IUC recorded a net loss of $2,822,876 ($0.04 per share) for the year ended
September 30, 2001, compared with a net loss of $15,244,651 ($0.23 per share)
for 2000. Results for 2001 included a non-cash charge of $300,663 for expenses
associated with an increase in Mill reclamation obligations and an increase to
the carrying value of the other asset of $760,000 to reflect current uranium
prices. For 2000, results included non-cash charges of $11,986,663 for asset
write-downs, $1,308,875 for a net decrease to the carrying value of the other
asset and the offsetting deferred credit to reflect then current uranium prices
and a non-cash gain of $1,073,206 from a decrease in reclamation obligations.
As a result of a review and evaluation of its U.S. mining properties, the
Company completed the sale of its Reno Creek in-situ project, a uranium deposit
located in the Powder River Basin of Wyoming. The buyer assumed the reclamation
liabilities and the Company was removed from all future obligations with respect
to the property. This transaction resulted in a $143,000 reduction in
reclamation liabilities. No other properties were sold during fiscal 2001, and
no severance or other obligations were outstanding at year-end. Proceeds from
the sale of surplus mining equipment were $41,907 for fiscal 2001, resulting in
a loss of $143,929.
REVENUES
Revenues for fiscal 2001 of $809,763 consisted primarily of process milling fees
generated under the Company's three alternate feed processing agreements.
Revenues for fiscal 2001 decreased $15,250,409 or 95% as compared to fiscal
2000. The decrease was due primarily to the Company's decision to sell in fiscal
2000 all of its uranium inventory and long-term uranium sales contracts. As a
result of this decision, there were no uranium revenues in fiscal 2001.
39
Process milling fees for fiscal 2001 of $762,230 decreased $72,254 or 9% as
compared to process milling fees of $834,484 for fiscal 2000. Alternate feed
processing activities in fiscal 2001 consisted primarily of the receipt,
sampling and analysis of the Ashland 1, Linde and Heritage materials.
Approximately 88,900 tons of material was received during the fiscal year
bringing the total received to over 214,200 tons from the Ashland 1, Linde and
Heritage sites.
COST OF PRODUCTS AND SERVICES SOLD
Cost of products sold for fiscal 2001 were $22,108 as compared to $12,643,509 in
fiscal 2000, a decrease of $12,621,401. The decrease was due to the lower
volumes of uranium and vanadium sold. During fiscal 2001, the Company sold no
uranium and 22,108 pounds of vanadium as compared to 1,165,652 pounds of uranium
and 1,287,553 pounds of vanadium during fiscal 2000.
Process milling expenditures for fiscal 2001 of $766,961, which represent the
costs incurred receiving alternate feed materials, increased $277,183 or 57% as
compared to process milling expenditures of $489,778 for fiscal 2000. During
fiscal 2001 and fiscal 2000, the Company did not process any alternate feed
materials.
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.
The Mill was put on stand-by in the second quarter of fiscal 2000, when the
conventional ore mill run was completed. Mill stand-by expenditures were
$2,675,090 for fiscal 2001 as compared to $2,144,984 for fiscal 2000. The
increase of $530,106 or 25% was due to twelve months of stand-by in fiscal 2001
versus nine months in fiscal 2000. The increase in costs due to the longer
duration of stand-by was partially offset by the results of significant staff
reductions at the Mill in the second quarter of fiscal 2000.
SELLING, GENERAL AND ADMINISTRATIVE
Selling, general and administrative expenses consist primarily of payroll and
related expenses for personnel, legal, contract services and other overhead
expenditures. Selling, general and administrative expenses for fiscal 2001 were
$2,222,478 as compared to $4,044,761 for fiscal 2000, a decrease of $1,822,283
or 45%. The decrease related primarily to the Company's decision at the end of
the second quarter of fiscal 2000 to significantly reduce overhead costs and
focus its efforts and resources on the development of the alternate
feed/uranium-bearing waste recycling business. The reduction in overhead costs
was accomplished through reductions in corporate staff and other overhead
expenditures required to conduct the finance, information systems, and
administrative functions of the Company, as well as dropping nonessential
property holdings and eliminating mining staff, to minimize holding costs for
its mining properties.
OTHER INCOME AND EXPENSE
Net interest and other income for fiscal 2001 was $1,558,194 as compared to
$714,162 for fiscal 2000. The increase of $844,032 is primarily the result of
improved interest income from the higher cash balances available for investment,
as well as a decrease in interest expense incurred on the Company's working
capital line of credit with Wells Fargo Bank, NA. In January 2001, as a result
of its strong cash position, the Company elected to cancel its $5,000,000
working capital loan agreement with Wells Fargo Bank, NA.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, the Company had cash and short-term investments of
$9,759,946 as compared to cash and short-term investments of $14,052,552 at
September 30, 2001. At September 30, 2002 the Company had a working capital
deficit of $82,136 as compared to working capital of $5,073,981 at September 30,
2001. The decrease of $5,156,117 in working capital was due to the Company
depositing additional funds in its restricted investments, exploration
expenditures, and the processing of alternate feed materials. As the alternate
feed materials are processed, the deferred revenue will be recorded as revenue,
which in turn will assist in the elimination of the Company's working capital
deficit and a return to a positive working capital position in fiscal 2003.
However, the
40
Company must continue to generate new sources of alternate feed materials to
ensure a positive working capital position in future years.
Net cash provided by operating activities was $2,423,830 for the fiscal year
ended September 30, 2002 and consisted primarily of net income from continuing
operations of $184,990, adjusted for non-cash items of depreciation of $813,050,
decreases in accounts receivable of $1,450,388 reflecting lower receipts of
alternate feed material, and increases in accounts payable and accrued
liabilities of $355,493 as a result of the commencement of the mill run in June,
2002.
Net cash provided by investing activities was $6,071,102 for the fiscal year
ended September 30, 2002 and consisted primarily of proceeds from the sale of
short-term investments of $9,679,079 offset by increases in restricted
investments of $2,141,864. The majority of the increase in restricted
investments was due to the Company depositing an additional $680,000 on December
31, 2001 to secure its reclamation bonds and $1,000,000 to secure the financial
surety behind the uranium concentrate sale and put option agreement entered into
on September 13, 1999. The transaction was accounted for as a deferred credit
and the value of the inventory that could be put to the Company upon exercise of
the put option was reclassified as an other asset.
Net cash used in financing activities during the fiscal year ended September 30,
2002 totaled $4,149,494 and consisted primarily of a decrease in deferred
revenues of $4,166,921. Deferred revenues represent processing proceeds received
or receivable on delivery of alternate feed materials but in advance of the
required processing activity. As the Ashland 1, Linde and Heritage materials are
processed, the deferred revenue is reclassified as revenue. The cost of
processing these materials is recorded as process milling expenditures and the
Company's cash position decreases by the cost of processing.
The Company believes that existing funds and cash flow from operations should be
sufficient to satisfy its commitments under the Urizon Joint Venture,
exploration activities, working capital requirements, and capital expenditures
for the next twelve months.
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. Based on these reviews the
Mill reclamation obligation was decreased by $29,174 in fiscal 2002. The mine
and Mill reclamation estimates at September 30, 2002 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 2002 and 2001, the amount of these restricted investments
collateralizing the Company's reclamation obligations was $11,666,937 and
$10,525,073, respectively. The increase of $1,141,864 was primarily due to
accrued interest of $461,864 and the Company depositing an additional $680,000.
The Company has detected some chloroform contamination at the Mill site that
appears to have resulted from the operation of a temporary laboratory facility
that was located at the site prior to and during the construction of the Mill
facility, and septic drain fields that were used for laboratory and sanitary
wastes prior to construction of the Mill's tailings cells. The source and extent
of this contamination are currently under investigation, and a corrective action
plan, if necessary, is yet to be devised. Although the investigations to date
indicate that this contamination appears to be contained in a manageable area,
the scope and costs of remediation have not yet been determined and could be
significant.
RESEARCH AND DEVELOPMENT
The Company does not have a research and development program per se. Process
development efforts expended in connection with the processing of alternate
feeds are included as a cost of processing. Process development efforts expended
in the evaluation of potential alternate feed materials that are not ultimately
processed at the Mill are
41
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 uranium 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 $10.20 per pound U(3)O(8) as of
January 13, 2003, the vanadium price has fallen even further to approximately
$1.50 per pound V(2)O(5).
Although the Mill's tailings system currently has capacity to process all of the
alternate feed materials under contract with the Company, this capacity is
expected to run out within the next one to three years, depending on the level
of success of the Company in entering into contracts for the processing of
additional feed materials. In order to provide additional tailings capacity, the
Company will have to repair existing tailings Cell No. 4A, at an estimated cost
of $1.5-$3.0 million. In addition, if Cell No. 4A is put into use the
reclamation obligation for the Mill would increase by approximately $1.0
million, which would require an increase in the Mill's reclamation bond by that
amount. The repair of Cell No. 4A will provide the Company with approximately 2
million tons of additional tailings capacity, which should be ample capacity for
the foreseeable future.
OUTLOOK FOR 2003
With the formation of the Urizon Joint Venture with Nuclear Fuel Services Inc.,
the Company will focus on the preparation and submittal of the license amendment
application and submittal of a proposal to the U.S. Department of Energy ("DOE")
for funding of this project in the second quarter of fiscal year 2003. The
Company will not know the status of either the license amendment or the proposal
until the latter part of fiscal 2003.
On the Moab Tailings Project, the Company will be actively involved in the
initial public input process to develop the scope for the DOE's Environmental
Impact Statement for the Project. The Company will continue to monitor the
preparation of and provide input into the EIS.
The White Mesa Mill will continue to process the Ashland 1, Linde, Heritage and
Molycorp alternate feed materials. Based on average throughput rates attained to
date, the mill run should be completed during the third quarter of fiscal 2003.
The timing of the mill run could be extended if additional alternate feed
materials are received.
Due to depressed uranium and vanadium markets, the Company suspended all of its
U.S. mining activities in 1999. The Company intends to keep those properties, as
well as the Gurvan-Saihan Joint Venture, in a shutdown status indefinitely,
pending any significant improvements in commodity prices. The Company continues
to seek potential purchasers for its uranium and uranium/vanadium mining
properties and associated mining equipment.
For the 2003 exploration season in Mongolia, the Company is planning ongoing
regional exploration in Mongolia while also undertaking more concentrated
exploration on the Company's existing licenses. Exploration work will consist of
detailed mapping, geochemistry and geophysics, to elevate our best prospects to
drill targets. To fund this program, the Company intends to form a new
subsidiary. that will hold the Mongolian precious and base metal exploration
properties as well as the Company's 70% interest in the Gurvan-Saihan Joint
Venture. Funds required for the 2003 program and future exploration activities
in Mongolia are expected to be raised through private or public offerings of
securities of the subsidiary.
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
42
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the foregoing Management's Discussion and
Analysis and elsewhere in this Annual Report to Shareholders constitute
forward-looking statements. Such forward-looking statements involve a number of
known and unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date the statements were made and readers are advised to consider such
forward-looking statements in light of the risks set forth below.
Risk factors that could affect the Company's future results include, but are not
limited to, competition, environmental regulations, reliance on alternate feed
income, the ability to develop the alternate feed business, changes to
reclamation requirements, dependence on a limited number of customers,
volatility and sensitivity to market prices for uranium and vanadium, the impact
of changes in foreign currencies' exchange rates, political risk arising from
operating in Mongolia, risks inherent in mineral exploration and development,
changes in government regulation and policies including trade laws and policies,
demand for nuclear power, replacement of reserves and production, receipt of
permits and approvals from governmental authorities (including amendments for
each alternate feed transaction) and other operating and development risks.
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, 2003, are as follows:
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
COMMON SHARES
OF THE COMPANY
BENEFICIALLY
OWNED, DIRECTLY
PERIOD OF OR INDIRECTLY, OR
NAME AND MUNICIPALITY OF SERVICE AS A CONTROLLED OR PRESENT PRINCIPAL OCCUPATION AND POSITION WITH
RESIDENCE DIRECTOR DIRECTED(1) THE COMPANY(3)
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JOHN H. CRAIG May 9, 1997 Lawyer, partner of Cassels Brock & Blackwell LLP;
Toronto, ON to 155,000 Director of a number of publicly-traded companies,
present including: International Curator Resources Ltd. and
Tenke Mining Corp.
----------------------------------------------------------------------------------------------------------------------------------
DAVID C. FRYDENLUND May 9, 1997 Vice President, General Counsel, Chief Financial
Lone Tree, CO to 200,000 Officer and Corporate Secretary of the Company.
present
==================================================================================================================================
RON F. HOCHSTEIN April 6, 2000 President and Chief Executive Officer of the Company
Lakewood, CO to 100,000 since April 6, 2000; from January 31, 2000 to April
present 6, 2000, Vice President and Chief Operating Officer
of the Company.
----------------------------------------------------------------------------------------------------------------------------------
43
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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.,
International Curator Resources Ltd., Tenke Mining
Corp., Tanganyika Oil Company Ltd. and South Atlantic
Resources Ltd.
----------------------------------------------------------------------------------------------------------------------------------
WILLIAM A. RAND May 9, 1997 Self-employed businessman; Director of a number of
Vancouver, BC to Nil publicly-traded companies, including: Lundin
present Petroleum AB, Valkyries Petroleum Corp., International
Curator Resources Ltd., Tenke Mining Corp., Tanganyika
Oil Company Ltd. and South Atlantic Resources Ltd.
----------------------------------------------------------------------------------------------------------------------------------
(1) Each of the Directors and Officers of the Company own less than one
percent of the outstanding shares of the Company,
(2) Lukas H. Lundin is the son of Adolf H. Lundin, a major shareholder of
the Company. See "Item 7. Major Shareholders and Related Party
Transactions."
(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.
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, 2002:
44
ANNUAL COMPENSATION
FOR THE YEAR ENDED SEPTEMBER 30, 2002
SECURITIES
UNDER
OPTIONS/
NAME AND PRINCIPAL OTHER ANNUAL SARS GRANTED ALL OTHER
POSITION SALARY(1) BONUS COMPENSATION (#) COMPENSATION
--------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 160,000 Nil Nil Nil Nil
President and Chief
Executive Officer(2)
--------------------------------------------------------------------------------------------------------------
David C. Frydenlund, 158,400 Nil 209,000(3) 200,000 Nil
Vice President, General
Counsel, Chief
Financial Officer, and
Corporate Secretary(2)
--------------------------------------------------------------------------------------------------------------
Harold R. Roberts 140,000 Nil 3,000(5) Nil Nil
(2)(4), Vice President,
Corporate Development
of the Company's
subsidiary
International Uranium
(USA) Corporation
==============================================================================================================
NOTES TO SUMMARY COMPENSATION TABLE
(1) The Company's currency for disclosure purposes is US dollars, which are
the functional currency of the Company's operations.
(2) Each of Messrs. Ron F. Hochstein, David C. Frydenlund and Harold R.
Roberts have contracts of employment with the Company's subsidiary,
International Uranium (USA) Corporation. There is no compensatory plan
or arrangement provided in such contracts in respect of resignation,
retirement, termination, change in control of the Company or
responsibilities. The expiry date of the employment contracts expire
September 30, 2003, for Messrs Hochstein and Frydenlund and May 31,
2004 for Mr. Roberts.
(3) All other compensation is $209,000, being the value of a relocation
loan in the amount of 200,000 granted to Mr. Frydenlund in 1997 that
was forgiven by the Company on September 30, 2002, together with $9,000
being the dollar value of imputed interest benefits from that loan. See
"Related Party Transactions."
(4) Mr. Roberts recommenced employment with the Company on May 14, 2001.
Mr. Roberts was Vice President Operations of the Company from May 1997
to January 31, 2000.
(5) Amounts represent 401K matching contributions made to the named
executive's retirement account per the Company's 401K Benefit Plan
available to all eligible employees.
There were no long-term incentive plan awards made to any of the named executive
officers of the Company during the most recently completed financial year. In
addition, there are no plans in place with respect to any of the named
individuals for termination of employment or change in responsibilities under
employment contracts, apart from those separately disclosed herein.
45
OPTION/SAR GRANTS TO EXECUTIVE OFFICERS DURING THE MOST RECENTLY COMPLETED
FINANCIAL YEAR
MARKET VALUE
OF SECURITIES
SECURITIES % OF TOTAL EXERCISE UNDERLYING
UNDER OPTIONS/ OPTIONS/SARS OR OPTIONS/SARS
SARS GRANTED TO BASE PRICE ON THE DATE OF
GRANTED EMPLOYEES IN (Cdn$/ GRANT (Cdn$/ EXPIRATION
NAME (#) FINANCIAL YEAR SECURITY) SECURITY) DATE
------------------------------------------------------------------------------------------------------------------------------
David C. Frydenlund 200,000 50.60% $0.30 $0.30 January 15, 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 20, 2002.
Each of Messrs. Ron F. Hochstein and David C. Frydenlund have contracts of
employment with the Company's subsidiary, International Uranium (USA)
Corporation. There is no compensatory plan or arrangement provided in such
contracts in respect of resignation, retirement, termination, change in control
of the Company or responsibilities. These employment contracts expire on
September 30, 2003. 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 David C. Frydenlund
William A. Rand William A. Rand William A. Rand Lukas H. Lundin
--------------------------------------------------------------------------------------------------------------------------
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 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 and the resolution of issues identified by the Company's
external auditors, and recommends to the Board the firm of
46
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.
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.
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.
47
D. EMPLOYEES
The following table sets out the number of employees of the Company and its
subsidiaries at the end of the period for each of the past three financial
years, and a breakdown of persons employed by main category of activity and
geographic location.
NUMBER OF EMPLOYEES BY MAIN CATEGORY OF ACTIVITY AND GEOGRAPHIC LOCATION
------------------------------------------------------------------------------------------------------
FISCAL YEAR ENDED SEPTEMBER 30 2002 2001 2000
------------------------------------------------------------------------------------------------------
Denver Head Office 10 9 8
------------------------------------------------------------------------------------------------------
White Mesa Mill 66 23 25
------------------------------------------------------------------------------------------------------
U.S. Mining Properties 0 0 0
------------------------------------------------------------------------------------------------------
Mongolia Office 2 2 4
------------------------------------------------------------------------------------------------------
Total 78 34 37
------------------------------------------------------------------------------------------------------
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 2003.
STOCK OPTIONS HELD BY DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
--------------------------------------------------------------------------------------------------------------
NUMBER OF COMMON OPTION PRICE OPTION EXPIRY
EXECUTIVE OFFICER AND DIRECTOR SHARES UNDER OPTION DATE OF GRANT (CDN$) DATE
--------------------------------------------------------------------------------------------------------------
John H. Craig 75,000 May 23, 2000 0.20 May 22, 2003
--------------------------------------------------------------------------------------------------------------
David C. Frydenlund 200,000 January 16, 2002 0.30 January 15, 2005
700,000 May 23, 2000 0.20 May 22, 2003
--------------------------------------------------------------------------------------------------------------
Ron F. Hochstein 250,000 October 11, 2002 0.31 October 10, 2005
1,000,000 May 23, 2000 0.20 May 22, 2003
--------------------------------------------------------------------------------------------------------------
Lukas H. Lundin 500,000 May 23, 2000 0.20 May 22, 2003
--------------------------------------------------------------------------------------------------------------
William A. Rand 75,000 May 23, 2000 0.20 May 22, 2003
--------------------------------------------------------------------------------------------------------------
Harold R. Roberts 200,000 May 9, 2001 0.26 May 31, 2004
--------------------------------------------------------------------------------------------------------------
Total 2,750,000
--------------------------------------------------------------------------------------------------------------
48
STOCK OPTION PLAN
The major features of the Company's stock option plan (the "Stock Option Plan")
can be summarized as follows:
Under the Stock Option Plan the board of directors, or a committee appointed for
such purposes, may from time to time grant to directors, officers, eligible
employees of, or consultants to, the Company or its subsidiaries, or to
employees of management companies providing services to the Company
(collectively, the "Eligible Personnel") options to acquire Common Shares in
such numbers, for such terms and at such exercise prices as may be determined by
the board or such committee. The purpose of the Stock Option Plan is to advance
the interests of the Company by providing Eligible Personnel with a financial
incentive for the continued improvement of the Company's performance and
encouragement to stay with the Company.
The maximum number of Common Shares that may be reserved for issuance for all
purposes under the Stock Option Plan is 6,700,000 Common Shares and the maximum
number of Common Shares which may be reserved for issuance to any one insider
pursuant to share options and under any other share compensation arrangement may
not exceed 5% of the Common Shares outstanding at the time of grant (on a
non-diluted basis). Any Common Shares subject to a share option which for any
reason is cancelled or terminated without having been exercised will again be
available for grant under the Stock Option Plan.
The maximum number of Common Shares that may be reserved for issuance to
insiders of the Company under the Stock Option Plan and under any other share
compensation arrangement is limited to 10% of the Common Shares outstanding at
the time of grant (on a non-diluted basis).
The board of directors of the Company has the authority under the Stock Option
Plan to establish the option price at the time each share option is granted. The
option price may not be lower than the market price of the Common Shares at the
time of grant.
Options granted under the Stock Option Plan must be exercised no later than 10
years after the date of grant and options are not transferable other than by
will or the laws of dissent and distribution. If an optionee ceases to be an
Eligible Person for any reason whatsoever other than death, each option held by
such optionee will cease to be exercisable 30 days following the termination
date (being the date on which such optionee ceases to be an Eligible Person). If
an optionee dies, the legal representative of the optionee may exercise the
optionee's options within one year after the date of the optionee's death but
only up to and including the original option expiry date.
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, 2003 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 22,500,000 34.2%
------------------------------------------------------------------------------------------------
Directors and Officers as a group (6 persons) 913,500 1.4%
------------------------------------------------------------------------------------------------
49
There has been no significant change in the percentage change held by the
foregoing major shareholder during the past three years. None of the Company's
major shareholders have different voting rights than other holders of common
shares of the Company.
As far as it is known to the Company, the Company is not directly or indirectly
owned or controlled by another corporation(s), any foreign government, or by any
other natural or legal person(s).
As of January 27, 2003, 11,049,300, or 16.8%, of the Company's outstanding
common stock were registered in the names of 47 residents of the United States.
The Company's common stock is issued in registered form and the number of shares
reported to be held by U.S. shareholders of record is taken from the records of
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
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 fiscal year ending September 30, 2002 the Company incurred legal fees
of $10,960, to Cassels Brock & Blackwell, a law firm of which John H. Craig is a
partner.
During the fiscal year ending September 30, 2002, the Company paid management
and administrative service fees of $90,000 to a company owned by the Chairman of
the Company, Lukas H. Lundin, which provides office premises, secretarial and
other services in Vancouver. The Company continues to pay monthly fees of $7,500
to this service company. Amounts due to this company were $7,500 as of September
30, 2002.
During the fiscal year ending September 30, 1997 the Company loaned $200,000 to
David C. Frydenlund, an Officer and Director of the Company, in order to
facilitate relocation to the Company's headquarters. This amount was
non-interest bearing and secured by the Officer's personal residence, and
remained outstanding at September 30, 1998, 1999, 2000 and 2001. This loan was
forgiven by the Company on September 30, 2002.
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-16 and incorporated herein by reference.
50
EXPORT SALES
The amount of export sales does not constitute a significant portion of the
Company's total sales volume.
LEGAL PROCEEDINGS
Under the NRC's Alternate Feed Guidance, the Mill is required to obtain a
specific license amendment allowing for the processing of each new alternate
feed material. See "Item 4. Information on the Company Alternate Feed
Processing." On July 23, 1998, the NRC issued an amendment to the Company's Mill
license allowing the receipt and processing of certain alternate feed material
(the "Ashland 2 Materials") at the White Mesa Mill from a Formerly Utilized
Sites Remedial Action Program ("FUSRAP") site. On July 22, 1998, Envirocare of
Utah, Inc., a company licensed by the NRC to dispose of 11e.(2) uranium bearing
byproduct materials at its facility in Tooele County, Utah, filed a request for
a hearing with the Atomic Safety and Licensing Board ("ASLB") for the purpose of
challenging the issuance of the Company's license amendment. On August 19, 1998,
the ASLB Presiding Officer assigned to the matter dismissed Envirocare's
petition for lack of standing. Envirocare appealed its decision to the full
Commission of the NRC on August 31, 1998. The Company and the NRC Staff both
filed oppositions to Envirocare's appeal on September 15, 1998. On November 14,
1998, the full Commission of the NRC denied Envirocare's appeal. On September
23, 1998, Envirocare filed a Petition for Review in the United States Court of
Appeals for the District of Columbia Circuit, appealing the decision in a prior
case (In the Matter of Quivira Mining Company) upon which the dismissal of
Envirocare's claim against the Company was based. On October 22, 1998, the
Company was added as an intervener in the Quivira appeal. Envirocare also
appealed to the United States Court of Appeals for the District of Columbia the
decision of the full Commission of the NRC denying Envirocare standing on the
Ashland 2 matter. This appeal and the Quivira appeal referred to above were
joined as an appeal. On October 22, 1999, the Court of Appeals dismissed
Envirocare's appeal, confirming the NRC's decision denying Envirocare standing
in these matters.
On July 23, 1998, the State of Utah also filed a petition requesting a hearing
on the Company's aforementioned license amendment relating to the Ashland 2
Materials. By Order dated September 1, 1998, Utah's Petition was granted. Utah's
Petition articulated two substantive concerns: 1) that hazardous wastes, as
defined by the Resource Conservation and Recovery Act (42 U.S.C. Section 690 et
seq.) contained in the alternate feed material to be processed at the site would
be disposed of at the site, and 2) that the Company was not in fact processing
the alternate feed material primarily for its uranium source material content,
in alleged contravention of NRC regulations and State law. Utah alleged that the
NRC Staff misinterpreted NRC Guidance on this matter. The first of these two
issues was amicably resolved between the parties (Utah indicated to the Company
that its concerns that the alternate feed material might contain hazardous
wastes was resolved by additional analytical and other data which was forwarded
to Utah by the Company). On February 9, 1999, the ASLB Presiding Officer ruled
in favor of the Company on the second issue, finding that the Company's license
amendment met all of the requirements of the applicable statutes and regulations
and was appropriately granted. The State of Utah appealed the decision of the
ASLB Presiding Officer to the full Commission of the NRC for review. On February
10, 2000, the NRC Commissioners rendered their decision upholding the decision
of the ASLB Presiding Officer and confirming the validity of the license
amendment for the Ashland 2 Materials, thereby resolving in the Company's favor
the 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
51
outcome of the appeal of the Ashland 2 decision before the full Commission of
the NRC. On March 13, 2000, as a result of the NRC's decision on the Ashland 2
appeal, the State of Utah withdrew its request for a hearing on the Ashland 1
license amendment.
On December 19, 2000, the Company submitted to NRC a request for a license
amendment to allow the Company to accept for processing as alternate feed
material up to 17,750 tons of uranium-bearing lead-sulfide sludge residues, from
Molycorp Inc.'s Mountain Pass site. Sometime on or about February 7, 2001, the
Glen Canyon Group of the Sierra Club submitted a letter requesting a hearing on
the Company's application and requesting to be granted status as on intervenor
and, on March 14, 2001, the Company responded in opposition to the Glen Canyon
Group's request. The ASLB Presiding Officer entered an order on April 24, 2001,
denying the Glen Canyon Group's request for a hearing due to lack of standing.
The Glen Canyon Group subsequently filed an appeal of the denial of its hearing
request on June 11, 2001, to which the Company filed a response on June 21,
2001. The Commission subsequently denied the Glen Canyon Group's appeal in a
decision on November 14, 2001. In conjunction with its consideration and
approval of the Company's proposed license amendment, NRC conducted an
environmental assessment ("EA") to appraise the environmental impacts associated
with the receipt and processing of the Molycorp materials at the Mill. On
December 11, 2001, NRC published a Federal Register notice detailing NRC Staff's
final determination of a Finding of No Significant Impact ("FONSI") on the
Company's license amendment to allow such processing activities and providing
notice of an opportunity for a hearing on the determination. Also, on December
11, 2001, NRC issued the Company's requested license amendment authorizing the
receipt and processing of the Molycorp materials at the Mill. By letter dated
December 15, 2001, William E. Love, the Forest/Grazing Co-Chair of the Glen
Canyon Group of the Sierra Club submitted a request for a hearing on the NRC
Staff's FONSI finding and approval of the Company's license amendment. The
Company responded to Mr. Love's request on December 31, 2001. By letters
postmarked January 10, 2002, the Glen Canyon Group, the Shundahai Network and
the Nevada Nuclear Waste Task Force, Inc. each submitted requests for a hearing
on Staff's FONSI determination and approval of the Company's license amendment.
On January 25, 2002, the Company responded in opposition to these requests for
lack of standing. The Presiding Officer entered an order on January 30, 2002,
granting standing to Mr. Love and the Glen Canyon Group of the Sierra Club. The
Company filed an appeal of the judge's decision to the Commission on February
11, 2002. 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
Corporation'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.
52
During a sampling event at the White Mesa Mill in May, 1999, the Company
discovered unusually high levels of chloroform in one monitoring well which
monitors the water in the perched zone, and is located cross-gradient from the
Mill's tailings impoundments. Investigations by independent experts retained by
the Company indicate that the source of the chloroform is not from Mill
operations or from the Mill's tailings cells. Rather the source appears to be
from a temporary laboratory facility that was located at the Mill site prior to
construction and operation of the Mill, and that disposed of laboratory wastes
into a State of Utah inspected and approved disposal leach field, 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 1,200 feet of low-permeability rocks,
the State of Utah issued a Corrective Action Order requiring the Company to
investigate the source and extent of chloroform contamination and, if necessary,
to develop a corrective action plan to address the chloroform contamination. The
Company is performing investigations and taking actions in accordance with the
Corrective Action Order. Although investigations to date indicate that this
contamination appears to be contained in a manageable area, the scope and costs
of remediation have not yet been determined and could be significant.
DIVIDEND POLICY
To date, the Company has not paid any dividends on its outstanding Common Shares
and has no current intention to declare dividends on its Common Shares in the
foreseeable future. Any decision to pay dividends on its Common Shares in the
future will be dependent upon the financial requirements of the Company to
finance future growth, the financial condition of the Company and other factors
which the board of directors of the Company may consider appropriate in the
circumstances.
B. SIGNIFICANT CHANGES
There have been no significant changes in the business or affairs or financial
condition of the Company since September 30, 2002, 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:
53
TRADING INFORMATION
------------------------------------------------------------------------------------------------
HIGH LOW
---- ---
PERIOD (Cdn $) (Cdn $) VOLUME
------ ------
------------------------------------------------------------------------------------------------
October 1, 1997-September 30, 1998 1.45 0.38 40,323,218
------------------------------------------------------------------------------------------------
October 1, 1998-September 30, 1999 0.72 0.22 19,512,089
------------------------------------------------------------------------------------------------
October 1, 1999-September 30, 2000 0.38 0.13 19,626,816
------------------------------------------------------------------------------------------------
October 1, 2000-September 30, 2001 0.40 0.20 11,342.300
------------------------------------------------------------------------------------------------
October 1, 2001-September 30, 2002 0.50 0.25 9,883,580
------------------------------------------------------------------------------------------------
October-December 2000 0.38 0.21 5,750,566
------------------------------------------------------------------------------------------------
January-March 2001 0.40 0.22 2,353,500
------------------------------------------------------------------------------------------------
April-June 2001 0.40 0.22 1,694,800
------------------------------------------------------------------------------------------------
July-September 2001 0.40 0.28 2,232,300
------------------------------------------------------------------------------------------------
October-December 2001 0.34 0.25 2,013,800
------------------------------------------------------------------------------------------------
January-March 2002 0.40 0.30 1,366,486
------------------------------------------------------------------------------------------------
April-June 2002 0.50 0.30 5,315,600
------------------------------------------------------------------------------------------------
July-September 2002 0.37 0.30 1,240,538
------------------------------------------------------------------------------------------------
October-December 2002 0.35 0.25 1,226,203
------------------------------------------------------------------------------------------------
August 2002 0.33 0.30 150,000
------------------------------------------------------------------------------------------------
September 2002 0.37 0.32 280,838
------------------------------------------------------------------------------------------------
October 2002 0.33 0.27 140,603
------------------------------------------------------------------------------------------------
November 2002 0.35 0.25 645,400
------------------------------------------------------------------------------------------------
December 2002 0.30 0.25 340,200
------------------------------------------------------------------------------------------------
January 2003 0.49 0.30 1,481,500
------------------------------------------------------------------------------------------------
February 1 to February 11, 2003 0.39 0.32 271,843
------------------------------------------------------------------------------------------------
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 12/31/01,
3/31/02, 6/30/02, 9/30/02 and December 31, 2002:
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
----------------------------------------------------------------------------
EXCHANGE RATES-QUARTERLY
-----------------------------------------------------------------------------------
CALENDAR QUARTER ENDED AVERAGE LOW-HIGH LAST DAY OF QUARTER
-----------------------------------------------------------------------------------
12/31/01 0.6328 0.6227 - 0.6430 0.6287
-----------------------------------------------------------------------------------
03/31/02 0.6274 0.6175 - 0.6335 0.6271
-----------------------------------------------------------------------------------
06/30/02 0.6437 0.6239 - 0.6656 0.6587
-----------------------------------------------------------------------------------
09/30/02 0.6406 0.6229 - 0.6621 0.6336
-----------------------------------------------------------------------------------
12/31/02 0.6372 0.6252 - 0.6474 0.6344
-----------------------------------------------------------------------------------
The rate of exchange for the conversion of United States dollars into Canadian
dollars average on February 11, 2003 was $0.6538 (Cdn.$1.00 = U.S.$0.6538).
54
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;
55
- Subject to the provisions of the OBCA, give a guarantee on
behalf of the Company to secure performance of an obligation
of any person; and
- Mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Company owned or
subsequently acquired, to secure any obligation of the
Company.
Article 10 also provides that the Board may from time to time delegate to a
director, a committee of directors or an officer of the Company any or all of
the powers conferred on the Board as set out above, to such extent and in such
manner as the Board shall determine at the time of such delegation.
As these borrowing powers are contained in the Articles of Amalgamation, any
changes to the borrowing powers would require a special resolution of two-thirds
of the shareholders of the Company.
MANDATORY REQUIREMENT AND SHARE QUALIFICATION FOR DIRECTORS
There is no requirement for retirement of directors under an age limit
requirement, and there is no number of shares required for a director's
qualification.
ATTRIBUTES OF COMMON SHARES
The following is a summary of the principal attributes of the Company's Common
Shares:
- VOTING RIGHTS. The holders of the Common Shares are entitled
to receive notice of, attend and vote at any meeting of the
shareholders of the Company. The Common Shares carry one vote
per share. There are no cumulative voting rights, and
directors do not stand for re-election at staggered intervals.
- DIVIDENDS. The holders of common Shares are entitled to
receive on a pro-rata basis such dividends as may be declared
by the Board, out of funds legally available therefor. Any
dividend unclaimed after a period of six years from the date
on which the same has been declared to be payable shall be
forfeited and shall revert to the Company.
- PROFITS. Each Common Share is entitled to share pro-rata in
any profits of the Company to the extent they are distributed
either through the declaration of dividends or otherwise
distributed to shareholders, or on a winding up or
liquidation.
- RIGHTS ON DISSOLUTION. In the event of the liquidation,
dissolution or winding up of the Company, the holders of the
Common Shares will be entitled to receive on a pro-rata basis
all of the assets of the Company remaining after payment of
all the Company's liabilities.
- PRE-EMPTIVE, CONVERSION AND OTHER RIGHTS. No pre-emptive,
redemption, sinking fund or conversion rights are attached to
the Common Shares, and the Common Shares, when fully paid,
will not be liable to further call or assessment. No other
class of shares may be created without the approval of the
holders of Common Shares. There are no provisions
discriminating against any existing or prospective holder of
Common Shares as a result of such shareholder owning a
substantial number of shares.
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
56
percent of the issued shares of a corporation that carry the right to vote at a
meeting sought to be held may requisition the directors to call a meeting of
shareholders for the purposes stated in the requisition.
The only persons entitled to be present at a meeting of shareholders are those
entitled to vote thereat, the directors and the auditor of the Company and
others who, although not entitled to vote are entitled or required under any
provision of the OBCA or the Articles of Amalgamation or By-Laws of the Company
to be present at the meeting. Any other person may be admitted only on the
invitation of the chairman of the meeting or with the consent of the meeting.
LIMITATIONS ON THE RIGHT TO OWN SECURITIES
There are no limitations on the rights to own securities, including the rights
of non-resident or foreign shareholders to hold or exercise voting rights on the
securities imposed by foreign law or by the charter or other constituent
document of the Company, except as discussed under "Exchange Controls" below.
CHANGES IN CONTROL
There are no provisions in the Company's Articles of Amalgamation or By-Laws
that would have an effect of delaying, deferring or preventing a change in
control of the Company and that would operate only with respect to a merger,
acquisition or corporate restructuring involving the Company (or any of its
subsidiaries).
DISCLOSURE OF OWNERSHIP
There are no provisions in the Company's Articles of Amalgamation or By-Laws
governing the ownership threshold above which shareholder ownership must be
disclosed. However, as discussed under "Exchange Controls" below, non-Canadians
may be required in certain circumstances to report their ownership interests in
the Company. In addition, the Ontario Securities Act requires disclosure by any
person acquiring or holding 10 percent or more of the outstanding Common Shares
of the Company.
C. MATERIAL CONTRACTS
The Company has not entered into any material contracts, other than in the
ordinary course of business during the previous two years.
D. EXCHANGE CONTROLS
Canada has no system of exchange controls. There are no foreign exchange
restrictions on the export or import of capital, including the availability of
cash and cash equivalents for use by the Company group, or on the remittance of
dividends, interest, or other payments to non-resident holders of the Company's
securities, apart from usual withholding taxes payable at rates fixed by Treaty.
The Company is subject to the Investment Canada Act. Under the Investment Canada
Act, the acquisition of "control" of certain "businesses" by "non-Canadians" is
subject to either notification or review requirements by 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 as any one or more non-Canadian persons acquiring all or
substantially all of the assets used in the Canadian business, or acquisition of
the voting shares of a Canadian corporation carrying on the Canadian business or
the acquisition of the voting interests of an entity controlling the Canadian
corporation. The acquisition of the majority of the outstanding shares or the
acquisition of less than a majority but 1/3 or more of the voting shares unless
it can be shown in fact that the purchaser will not control the Canadian
company, shall be deemed to be "control".
An acquisition will be reviewable by Investment Canada only if the value of the
assets of the Canadian business being acquired is Cdn$5 million or more in the
case of a "direct" acquisition (or where the Canadian asset acquired constitute
more than 50% of the value of all entities acquired), or Cdn$50 million or more
in the case of an "indirect" acquisition.
57
These thresholds have been increased for the purpose of acquisition of Canadian
businesses by investors from members of the World Trade Organization ("WTO"),
including Americans, or WTO member-controlled companies. A direct acquisition by
a WTO investor is reviewable only if it involves the direct acquisition of a
Canadian business with assets, and as of January 1, 2003, of Cdn$223 million or
more (this figure is adjusted annually to reflect inflation). Indirect
acquisitions by WTO investors are not reviewable, regardless of the size of the
Canadian business acquired, unless the Canadian, assets acquired constitute more
than 50% of the value of all entities acquired, in which case the Cdn$223
million threshold applies.
These increased thresholds do not apply to acquisitions of Canadian businesses
engaged in certain sensitive areas such as uranium production, financial
services, transportation, cultural businesses, or are businesses that relate to
Canada's cultural heritage or national identity. If the forgoing thresholds are
not met, the acquisition of a Canadian business will not be subject to review
unless it relates to Canada's cultural heritage or national identity.
If an investment is reviewable, an application for review in the form prescribed
by regulation is normally required to be filed with the 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. There are, however, certain
exceptions. Applications concerning indirect acquisitions may be filed up to 30
days after the investment is consummated; applications concerning reviewable
investments in culture-sensitive sectors are required upon receipt of a notice
for review.
There is, moreover, provision for the Minister 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 will then determine whether the investment is likely to be of net
benefit to Canada, taking into account the information provided and having
regard to factors of assessment where they are relevant. Some of the factors to
be considered are the effect of the investment on the level and nature of
economic activity in Canada, including the effect on employment, on resource
processing on the utilization of parts, components and services produced in
Canada, and on exports from Canada. Additional factors of assessment include:
(i) the degree and significance of participation by Canadians in the Canadian
business and in any industry in Canada of which it forms a part; (ii) the effect
of the investment on productivity, industrial efficiency, technological
development, product innovation and product variety in Canada; (iii) the effect
of the investment on competition within any industry or industries in Canada;
(iv) the compatibility of the investment with national industrial, economic and
cultural policies taking into consideration industrial, economic and cultural
policy objectives enunciated by the government or legislature of any province
likely to be significantly affected by the investment; and (v) the contribution
of the investment to Canada's ability to compete in world markets.
If an acquisition of control of a Canadian business by a non-Canadian is not
reviewable, the non-Canadian must still give notice of the acquisition of a
Canadian business within 30 days after its completion.
There are no limitations under Canadian law on the right of nonresident or
foreign owners to hold or vote the common stock of the Company.
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,
2003. 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, 2003, applicable to a U.S.
Holder (as defined below) of shares of the Company. This discussion does
58
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, 2003, any or all of which could be materially and
adversely changed, possibly on a retroactive basis, at any time. This discussion
does not consider the potential effects, both adverse and beneficial, of any
recently proposed legislation which, if enacted, could be applied, possibly on a
retroactive basis, at any time. Accordingly, holders and prospective holders of
shares of the Company are urged to consult their own tax advisors about the
state, and local tax consequences of purchasing, owning and disposing of shares
of the Company.
U.S. HOLDERS
As used herein, a "U.S. Holder" means a holder of shares of the Company who is a
citizen or individual resident of the United States, a corporation or
partnership created or organized in or under the laws of the United States or of
any political subdivision thereof or a trust whose income is taxable in the
United States irrespective of source. This summary does not address the tax
consequences to, and U.S. Holder does not include persons subject to specific
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, individual retirement accounts and other
tax-deferred accounts, financial institutions, insurance companies, real estate
investment trusts, regulated investment companies, broker-dealers, non-resident
alien individuals, persons or entities that have a "functional currency" other
than the U.S. dollar, shareholders who hold shares as part of a straddle,
hedging or a conversion transaction, and shareholders who acquired their stock
through the exercise of employee stock options or otherwise as compensation for
services. This summary is limited to U.S. Holders who own shares as capital
assets. This summary does not address the consequences to a person or entity
holding an interest in a shareholder or the consequences to a person of the
ownership exercise or disposition of any options, warrants or other rights to
acquire shares.
DISTRIBUTIONS ON SHARES OF THE COMPANY
U.S. Holders receiving dividend distributions (including constructive dividends)
with respect to shares of the Company are required to include in gross income
for United States federal income tax purposes the gross amount of such
distributions equal to the U.S. dollar value of such dividends on the date of
receipt (based on the exchange rate on such date) to the extent that the Company
has current or accumulated earnings and profits, without reduction for any
Canadian income tax withheld from such distributions. Such Canadian tax withheld
may be credited, subject to certain limitations, against the U.S. Holder's
United States federal income tax liability or, alternatively, may be deducted in
computing the U.S. Holder's United States federal taxable income, but in the
case of an individual only applies to those who itemize deductions. (See
discussion that is more detailed at "Foreign Tax Credit" below.) To the extent
that distributions exceed current or accumulated earnings and profits of the
Company, they will be treated first as a return of capital up to the U.S.
Holders' adjusted basis in the shares and thereafter as gain from the sale or
exchange of the shares. Preferential tax rates for long-term capital gains are
applicable to a U.S. Holder which is an individual, estate or trust. There are
currently no preferential tax rates for long-term capital gains for a U.S.
Holder, which is a corporation.
In the case of foreign currency received as a dividend that is not converted by
the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have
a tax basis in the foreign currency equal to its U.S. dollar value on the date
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.
59
FOREIGN TAX CREDIT
A U.S. Holder who pays (or has withheld from distributions) Canadian income tax
with respect to the ownership of shares of the Company may be entitled, at the
option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit because a credit reduces United States federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and applies to all
foreign taxes paid by (or withheld from) the U.S. Holder during that year. There
are significant and complex limitations which apply to the credit, among which
is the general limitation that the credit cannot exceed the proportionate share
of the U.S. Holder's United States income tax liability that the U.S. Holder's
foreign source income bears to his or its worldwide taxable income. In the
determination of the application of this limitation, the various items of income
and deduction must be classified into foreign and domestic sources. Complex
rules govern this classification process. In addition, this limitation is
calculated separately with respect to specific classes of income such as
"passive income", "high withholding tax interest", "financial services income",
"shipping income", and certain other classifications of income. Dividends
distributed by the Company will generally constitute "passive income" or, in the
case of certain U.S. Holders, "financial services income" for these purposes.
The availability of the foreign tax credit and the application of the
limitations on the credit are fact specific, and holders and prospective holders
of shares of the Company should consult their own tax advisors regarding their
individual circumstances.
DISPOSITION OF SHARES OF THE COMPANY
A U.S. Holder will recognize gain or loss upon the sale of shares of the Company
equal to the difference, if any, between (i) the amount of cash plus the fair
market value of any property received, and (ii) the shareholder's tax basis in
the shares of the Company. This gain or loss will be capital gain or loss if the
shares are a capital asset in the hands of the U.S. Holder, which will be a
short-term or long-term capital gain or loss depending upon the holding period
of the U.S. Holder. Gains and losses are netted and combined according to
special rules in arriving at the overall capital gain or loss for a particular
tax year. Deductions for net capital losses are subject to significant
limitations. For U.S. Holders who are individuals, any unused portion of such
net capital loss may be carried over to be used in later tax years until such
net capital loss is thereby exhausted. For U.S. Holders that are corporations
(other than corporations subject to Subchapter S of the Code), an unused net
capital loss may be carried back three years from the loss year and carried
forward five years from the loss year to be offset against capital gains until
such net capital loss is thereby exhausted.
OTHER CONSIDERATIONS
In the following circumstances, the above sections of this discussion may not
describe the United States federal income tax consequences resulting from the
holding and disposition of shares:
FOREIGN PERSONAL HOLDING COMPANY
If at any time during a taxable year more than 50% of the total combined voting
power or the total value of the Company's outstanding shares is owned, directly
or indirectly, by five or fewer individuals who are citizens or residents of the
United States and 60% or more of the Company's gross income for such year
(reduced to 50% in subsequent years) was derived from certain passive sources
(e.g., from dividends received from its subsidiaries), the Company may be
treated as a "foreign personal holding Company". In that event, U.S. Holders
that hold shares would be required to include in gross income for such year
their allocable portions of such passive income to the extent the Company does
not actually distribute such income.
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.
60
PASSIVE FOREIGN INVESTMENT COMPANY
As a foreign corporation with U.S. Holders, the Company could potentially be
treated as a passive foreign investment company ("PFIC"), as defined in section
1297 of the Code, depending upon the percentage of the Company's income which is
passive, or the percentage of the Company's assets which is producing passive
income. U.S. Holders owning shares of a PFIC are subject to an additional tax
and to an interest charge based on the value of deferral of tax for the period
during which the shares of the PFIC are owned, in addition to treatment of gain
realized on the disposition of shares of the PFIC as ordinary income rather than
capital gain. However, if the U.S. Holder makes a timely election to treat a
PFIC as a qualified electing fund ("QEF") with respect to such shareholders
interest therein, the above-described rules generally will not apply. Instead,
the electing U.S. Holder would include annually in his gross income his pro rata
share of the PFIC's ordinary earnings and net capital gain regardless of whether
such income or gain was actually distributed. A U.S. Holder of a QEF can,
however, elect to defer the payment of United States federal income tax on such
income not currently received subject to an interest charge on the deferred tax.
Alternatively, a U.S. Holder may elect to "mark to market" his or her shares in
the Company at the end of each year as set forth in Section 1296 of the Code.
Special rules apply to U.S. Holders who own their interests in a PFIC through
intermediate entities or persons.
The Company believes that it was not a PFIC for its fiscal year ended September
30, 2002. 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, 2003, 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.
61
DISPOSITION OF COMMON SHARES
A Holder who disposes of a common share, including by deemed disposition on
death, will not be subject to Canadian tax on any capital gain (or capital loss)
thereby realized unless the common share constituted "taxable Canadian property"
as defined by the Act. Generally, a common share will not constitute taxable
Canadian property of a Holder unless he held the common share as capital
property used by him carrying on a business (other than an insurance business)
in Canada, or he or persons with whom he did not deal at arm's length alone or
together held or held options to acquire, at any time within the five years
preceding the disposition, 25% or more of the shares of any class of the capital
stock of the Company.
A Holder who is a resident of the United States and who realizes a capital gain
on a disposition of a common share that was taxable Canadian property will
nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax
thereon unless (a) more than 50% of the value of the common share is derived
from, or for an interest in, Canadian real property, including Canadian mineral
resource properties, (b) the common share formed part of the business property
of a permanent establishment that the Holder has or had in Canada within the 12
months preceding the disposition, or (c) the Holder (i) was a resident of Canada
at any time within the ten years immediately, and for a total of 120 months
during the 20 years, preceding the disposition, and (ii) owned the common share
when he ceased to be resident in Canada.
A Holder who is subject to Canadian tax in respect of a capital gain realized on
a disposition of a common share must include one half of the capital gain
(taxable capital gain) in computing his taxable income earned in Canada. The
Holder may, subject to certain limitations specified in the Act, deduct one half
of any capital loss (allowable capital loss), arising on disposition of taxable
Canadian property from taxable capital gains realized in the year of disposition
in respect to taxable Canadian property. To the extent the capital loss is not
deducted, it may be deducted from between one half and three quarters of taxable
capital gains realized in any of the three preceding years or any subsequent
year.
F. DIVIDENDS AND PAYING AGENTS
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
The documents concerning the Company which are referred to in this Form 20-F may
be inspected during regular business hours at the offices of the Company's
subsidiary, International Uranium (USA) Corporation, at Suite 950, 1050 17th
Street, Denver, Colorado, 80265.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
FOREIGN CURRENCY EXCHANGE RATE SENSITIVITY
The Company's functional currency is the U.S. dollar, and its activities are
predominantly executed using the U.S. dollar. The Company incurs a small portion
of its expenditures in Canadian and Mongolian currencies; however, it is not
subject to significant operational exposures due to fluctuations in those
currencies.
62
The Common shares of the Company are currently only listed on The Toronto Stock
Exchange in Canada and thus, the shares are purchased and sold in Canadian
dollars. Therefore, please refer to Item 9 for more information relating to the
Company's share price information and the tables relating to the U.S./Canadian
dollar currency translations.
The Company has not entered into any agreements or purchased any instruments to
hedge any possible currency risks at this time.
INTEREST RATE SENSITIVITY
The Company currently has no significant long-term or short-term debt requiring
interest payments. Thus, the Company has not entered into any agreement or
purchased any instrument to hedge against possible interest rate risks at this
time.
The Company's interest earning investments are primarily short-term, or can be
held to maturity, and thus, any reductions in carrying values due to future
interest rate declines are believed to be immaterial. However, as the Company
has a significant cash or near-cash position, which is invested in such
instruments, reductions in interest rates will reduce the interest income from
these investments.
COMMODITY PRICE SENSITIVITY
The Company can be subject to price risk due to changes in the market value of
uranium and vanadium regarding its future sales revenues and carrying values
relating to its finished goods, ore stockpiles and property holdings.
The Company has entered into future long-term contracts for uranium sales in the
past, thereby reducing its exposure to changes in uranium prices. However, the
Company has sold all of its uranium inventory and uranium supply contracts at
this time and has written off all of its uranium properties. As a result, only
future uranium production, which at this time is expected to be from alternate
feed materials, will be subject to uranium price fluctuations. To the extent
that any such future uranium production is expected to constitute a significant
portion of the Company's revenues, the Company will consider the possibility of
entering into future sales contracts for all or some of such future production.
The Company's finished goods inventories are recorded at the lower of cost or
net realizable value as of September 30, 2002. 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.
63
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 Sections 240.13a-(c) and 240.15d-15(c)),
and the effectiveness thereof, based on an evaluation conducted on
January 29, 2003, 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) 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 January 29, 2003, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
ITEM 16. [RESERVED]
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
See Pages F-1 through F-16 incorporated herein by reference.
ITEM 18. FINANCIAL STATEMENTS
Not applicable.
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
a) The following consolidated statements, together with the
report of PricewaterhouseCoopers LLP thereon, are filed as
part of this 20-F:
Page
----
Index to Consolidated Financial Statements ........................................................... F-i
Auditors' Report to the Directors .................................................................... F-1
Consolidated Balance Sheets at September 30, 2002 and 2001 ........................................... F-2
Consolidated Statements of Operations and Deficit
For the Years Ended September 30, 2002, 2001 and 2000 ............................................ F-3
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2002, 2001 and 2000 ................................................................ 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-17
Exhibit 1.1 Company's Corporate Structure Chart F-18
Exhibit 99 906 Certification F-19
64
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, 2003
CERTIFICATIONS
I, Ron F. Hochstein, certify that:
1. I have reviewed this annual report on Form 20-F of International
Uranium Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
65
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 17, 2003
/s/ Ron F. Hochstein
-------------------------------------
Ron F. Hochstein
President and Chief Executive Officer
I, David C. Frydenlund, certify that:
1. I have reviewed this annual report on Form 20-F of International
Uranium Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
66
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: February 17, 2003
/s/ David C. Frydenlund
----------------------------------------
David C. Frydenlund
Vice President and Chief Financial Officer
67
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Auditors' Report to the Shareholders ................................................ F-1
Consolidated Balance Sheets at September 30, 2002 and 2001........................... F-2
Consolidated Statements of Operations and Deficit
For the Years Ended September 30, 2002, 2001 and 2000 ........................... F-3
Consolidated Statements of Cash Flows for the Years Ended
September 30, 2002, 2001 and 2000 ............................................... F-4
Notes to the Consolidated Financial Statements....................................... F-5
F-i
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS
We have audited the consolidated balance sheets of International Uranium
Corporation as at September 30, 2002 and 2001 and the consolidated statements of
operations and deficit and cash flow for each of the years in the three year
period ended September 30, 2002. 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,
2002 and 2001, and the results of its operations and the changes in its cash
flow for each of the years in the three year period ended September 30, 2002 in
accordance with generally accepted accounting principles in Canada.
Chartered Accountants
Vancouver, Canada
December 13, 2002
F-1
INTERNATIONAL URANIUM CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNITED STATES DOLLARS)
AT SEPTEMBER 30
2002 2001
-----------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 6,710,782 $ 2,365,344
Short-term investments 3,049,164 11,687,208
Trade and other receivables 99,850 1,550,238
Inventories (Note 3) 1,720,952 1,886,556
Prepaid expenses and other 368,435 205,910
Other asset (Note 7) 3,861,000 -
-----------------------------------------
15,810,183 17,695,256
Plant and equipment, net (Note 4) 3,363,253 3,997,126
Mongolia mineral properties (Note 5) 538,897 -
Notes receivable - 200,000
Restricted investments (Note 6) 12,666,937 10,525,073
Other asset (Note 7) - 3,600,000
-----------------------------------------
$ 32,379,270 $ 36,017,455
=========================================
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities $ 762,883 $ 407,390
Notes payable 10,242 16,584
Deferred revenue 10,899,194 12,197,301
Deferred credit (Note 7) 4,220,000 -
-----------------------------------------
15,892,319 12,621,275
Notes payable, net of current portion 43,548 37,174
Reclamation obligations (Note 8) 12,320,983 12,350,157
Deferred revenue - 2,868,815
Deferred credit (Note 7) - 4,220,000
-----------------------------------------
28,256,850 32,097,421
-----------------------------------------
SHAREHOLDERS' EQUITY
Share capital (Note 9) 37,466,609 37,449,213
Issued and outstanding (65,735,066 and 65,600,066 shares) Deficit (33,344,189) (33,529,179)
-----------------------------------------
4,122,420 3,920,034
-----------------------------------------
$ 32,379,270 $ 36,017,455
=========================================
Contingency (Note 13)
Subsequent event (Note 16)
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
2002 2001 2000
----------------------------------------------------
OPERATIONS
Revenue
Uranium sales $ - $ - $ 12,810,100
Vanadium sales - 47,533 2,415,588
Process milling 6,830,137 762,230 834,484
----------------------------------------------------
Total revenue 6,830,137 809,763 16,060,172
----------------------------------------------------
Costs and expenses
Uranium cost of sales - - 10,637,373
Vanadium cost of sales - 22,108 2,006,136
Process milling expenditures 2,047,791 766,961 489,778
Mill stand-by expenditures 2,136,389 2,675,090 2,144,984
Selling, general and administrative 3,449,781 2,222,478 4,044,761
Write-down of inventories (Note 3) 155,334 - 1,026,415
Change in market value of other asset (Note 7) (261,000) (760,000) 1,308,875
Change in reclamation obligations (29,174) 157,663 (1,073,206)
Write-off of Mongolia mineral properties - - 10,963,248
Depreciation 62,806 106,533 470,621
----------------------------------------------------
7,561,927 5,190,833 32,018,985
----------------------------------------------------
Operating loss (731,790) (4,381,070) (15,958,813)
Net interest and other income 916,780 1,558,194 714,162
----------------------------------------------------
NET INCOME (LOSS) FOR THE YEAR $ 184,990 $ (2,822,876) $ (15,244,651)
====================================================
Basic and diluted income (loss) per share $ - $ (0.04) $ (0.23)
====================================================
DEFICIT
Deficit, beginning of year $ (33,529,179) $ (30,706,303) $ (15,461,652)
Net income (loss) for the year 184,990 (2,822,876) (15,244,651)
----------------------------------------------------
DEFICIT, END OF YEAR $ (33,344,189) $ (33,529,179) $ (30,706,303)
====================================================
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 $ 184,990 $ (2,822,876) $ (15,244,651)
Items not affecting cash
Depreciation 813,050 872,307 1,094,376
(Gain) loss on sale of equipment and land (4,586) 143,929 4,675
Gain on sale of short-term investments, net (288,409) (361,177) -
Write-down of inventories 155,334 - 1,026,415
(Gain) loss in market value of other asset (261,000) (760,000) 1,308,875
(Decrease) increase in reclamation obligations (29,174) 157,663 (1,073,206)
Write-off of Mongolia mineral properties - - 10,963,248
Forgiveness of notes receivable 200,000 - 1,928
Changes in non-cash working capital items
Decrease (increase) in trade and other receivables 1,450,388 892,826 (216,761)
Decrease in inventories 10,269 26,983 9,211,253
(Increase) decrease in other current assets (162,525) 50,778 (96,836)
Increase (decrease) in other accounts payable
and accrued liabilities 355,493 (248,662) (1,476,562)
--------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATIONS 2,423,830 (2,048,229) 5,502,754
--------------------------------------------------
INVESTING ACTIVITIES
Purchase of properties, plant and equipment (215,554) (78,151) (244,957)
Mongolia mineral properties (538,897) - (332,063)
Proceeds from sale of surplus equipment and land 40,964 41,907 627,211
Purchase of short-term investments (752,626) (13,070,658) -
Proceeds from sale of short-term investments 9,679,079 1,744,627 -
(Increase) decrease in restricted investments (2,141,864) (1,654,084) 473,552
--------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTMENT ACTIVITIES 6,071,102 (13,016,359) 523,743
--------------------------------------------------
FINANCING ACTIVITIES
Decrease (increase) in notes payable 31 (16,592) (1,001,866)
(Decrease) increase in deferred revenue (4,166,921) 5,786,113 6,156,562
Exercise of employee stock options 17,396 9,811 -
--------------------------------------------------
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (4,149,494) 5,779,332 5,154,696
--------------------------------------------------
Increase (decrease) in cash and cash equivalents 4,345,438 (9,285,256) 11,181,193
Cash and cash equivalents, beginning of year 2,365,344 11,650,600 469,407
--------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 6,710,782 $ 2,365,344 $ 11,650,600
==================================================
The accompanying notes are an integral part of these financial statements.
F-4
International Uranium Corporation
Notes to Consolidated Financial Statements
September 30, 2002, 2001 and 2000
(United States Dollars)
1. ORGANIZATION AND NATURE OF OPERATIONS
International Uranium Corporation and its subsidiaries (the "Company")
are engaged in the business of recycling uranium-bearing waste
products, referred to as "alternate feed materials," for the recovery
of uranium, alone or in combination with other metals, as an
alternative to the direct disposal of these waste products. Alternate
feed materials are generally ores or residues from other processing
facilities that contain uranium in quantities or forms that can be
recovered at the Company's White Mesa uranium Mill (the "Mill"),
located near Blanding, Utah. While the Company has had considerable
success to date in the development of its alternate feed business, the
Company has not to date developed a sufficient backlog of alternate
feed material to result in sustained profitable operations for the
Company. Developing this backlog will be a prerequisite if the Company
is to remain profitable and continue with its pursuit of this business
in the future.
The Company also owns several uranium and uranium/vanadium mines and
exploration properties that were placed on stand-by during the 1999
fiscal year. The Company is seeking potential purchasers for its
uranium and uranium/vanadium mining properties and associated mining
equipment. In addition, the Company is engaged in the selling of
uranium recovered from these operations in the international nuclear
fuel market and sells vanadium and other metals that can be produced as
a co-product with uranium. During this fiscal year, the Company also
initiated a precious and base metals exploration program in Mongolia.
2. SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in Canada.
Differences with respect to United States generally accepted accounting
principles are disclosed in Note 15.
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 Company
(Mongolia) Ltd., and International Uranium (USA) Corporation.
b. Use of estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and notes thereto. Actual
results could differ from those estimated.
c. Cash and cash equivalents
Cash and cash equivalents consist of cash on deposit and highly liquid
short-term interest bearing securities with maturities at the date of
purchase of three months or less.
d. Income taxes
The Company follows the asset and liability method 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
substantially enacted tax rates expected to apply to taxable income in
the years in which temporary differences are expected to be recovered
or settled. The effect on future income tax assets and liabilities of a
change in tax rates is included in income in the period that includes
the substantial enactment date. Future income tax assets are evaluated
and if realization is not considered to be "more likely than not", a
valuation allowance is provided.
F-5
e. Short-term and restricted investments
Investments are valued at the lower of cost and market value except for
restricted fixed income securities, which are to be held to maturity
and are recorded at amortized cost.
f. Inventories
In-process inventories, which consist of partially processed uranium
and vanadium bearing ores, and 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 net realizable value.
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, capital and
reclamation costs from estimated revenues. Estimated revenues are based
on estimated uranium and vanadium prices (considering current and
historical prices, price trends and related factors), estimates of the
pounds of uranium and vanadium to be produced, and estimated recycling
fees from processing 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 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
The estimated reclamation liabilities for the Mill, mines and any
exploration properties requiring reclamation are based on the greater
of the bonded amount for each property, as determined by applicable
regulatory authorities, and an engineering estimate of the work
required to reclaim the property, performed by the Company.
Estimated future decommissioning and reclamation costs are based
principally on existing legal and regulatory requirements. Future
reclamation costs for inactive mines are accrued based on management's
best estimate at the end of each period of the undiscounted costs
expected to be incurred at a site. Such cost estimates include, where
applicable, ongoing care, maintenance and monitoring costs. Changes in
estimates are reflected in earnings in the period an estimate is
revised.
F-6
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.
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
Basic and diluted earnings per common share are determined using the
weighted average number of shares outstanding during the year. The
weighted average number of shares outstanding at September 30 for,
2002, 2001 and 2000, was 65,652,998, 65,542,943 and 65,525,066,
respectively.
m. Revenue recognition
In accordance with normal industry practices, the Company contracts for
future delivery of uranium produced. Uranium sales revenue, as well as
revenue from the sale of vanadium, are recorded in the period that
title passes to the customer along with the risks and rewards of
ownership. Sales of the Company's uranium long-term supply contracts
are included in uranium sales.
Process milling fees are recognized as the applicable material is
processed, in accordance with the specifics of the applicable
processing agreement.
Deferred revenues represent processing proceeds received or receivable
on delivery of materials but in advance of the required processing
activity.
n. Share options
The Company has a share option plan, which is described in Note 9.c. No
compensation expense is recognized when share options are issued or
re-priced at market value. Any consideration on exercise of share
options is credited to share capital.
o. Adoption of new accounting standard
Beginning October 1, 2000, the Company adopted new recommendations of
The Canadian Institute of Chartered Accountants relating to accounting
for income taxes. The new standard requires the use of the asset and
liability method for accounting for income taxes as described in Note
2.d.
Prior to adoption of this new accounting standard, income tax expense
was determined using the deferral method. Under this method, deferred
income tax expense was determined based on "timing differences"
(differences between the accounting and tax treatment of items of
expense or income), and were measured using tax rates in effect in the
year the differences originated. Certain deferred tax assets, such as
the benefit of tax losses carried forward, were not recorded unless
there was virtual certainty that they would be realized.
The Company has adopted this standard retroactively and has not
recognized any future tax asset or liability in the current or prior
periods as the net future tax assets are fully offset by a valuation
allowance. Accordingly, the adoption of the new accounting standard did
not result in changes to the prior period financial statements.
F-7
p. Reclassifications
Certain amounts in prior years have been reclassified to conform to the
2002 presentation.
3. INVENTORIES
2002 2001
-------------------------
Vanadium concentrates $ 828,062 $ 824,119
In process 20,450 20,450
Parts and supplies 872,440 1,041,987
-------------------------
$ 1,720,952 $ 1,886,556
=========================
In fiscal 2002, the Company wrote-down the carrying value of its
chemical reagents by $155,334 due to the age of the reagents as a
result of the duration of the Mill stand-by.
In fiscal 2000, the Company wrote-down the carrying value of its
uranium and vanadium inventories by $1,026,415 to market value.
4. PLANT AND EQUIPMENT
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
=============================================
Accumulated 2002
Cost Depreciation Net
---------------------------------------------
Mill buildings and equipment $ 6,751,216 $ 3,241,808 $ 3,509,408
Other machinery and equipment 1,220,522 732,804 487,718
---------------------------------------------
$ 7,971,738 $ 3,974,612 $ 3,997,126
=============================================
During fiscal 1999 the Company placed its mining operations on
stand-by. At September 30, 2002 and September 30, 2001, plant and
equipment include other machinery and equipment held for resale with an
aggregate net book value (being the estimated net realizable value) of
$401,937 and $406,896, respectively. These surplus assets are expected
to be sold over time as opportunities for sale arise, and the actual
proceeds to be realized on the sale of the surplus assets could vary
from the carrying value.
5. MONGOLIA MINERAL PROPERTIES
Mongolia mineral properties are currently made up of the Company's
interest in precious and base metals exploration areas covering 1.6
million hectares in Mongolia. Amounts capitalized during the year
include costs related to acquisition of land interests, review of
geological data and satellite imagery, collection of samples and lab
analysis. In fiscal 2000 Mongolia mineral properties were made up of
the Company's interest in the Gurvan-Saihan Uranium Joint Venture.
F-8
6. RESTRICTED INVESTMENTS
The Company has placed cash and fixed income securities on deposit to
secure its reclamation bonds and certain other obligations (Notes 7 and
8).
2002 2001
-------------------------
Cash and cash equivalents $ 3,297,063 $ 4,653,849
Fixed income securities 9,369,874 5,871,224
-------------------------
$12,666,937 $10,525,073
=========================
7. 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. A bond (Note 6) collateralizes a portion of the transaction.
The carrying amount of the other asset is adjusted to the lower of cost
or market value at the balance sheet date. Changes in market value are
reflected in the statement of operations.
In fiscal 2000, based on uranium prices at the time, and future
projections, the other asset and offsetting deferred credit were
written down by a net of $1,308,875. This was the result of the other
asset being written down from $10.62 to $7.10 per pound U(3)O(8). In
addition, the sale price of $10.80 was written down to the put value of
$10.55 per pound U(3)O(8).
In fiscal 2001, as a result of an increase in the uranium market price,
the other asset was increased from $7.10 to $9.00 per pound U(3)O(8)
resulting in a gain of $760,000.
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.
8. OBLIGATIONS FOR RECLAMATION
Estimated future decommissioning and reclamation costs of the Mill and
mining properties are determined on an undiscounted basis and are based
principally on legal and regulatory requirements. At September 30, 2002
and September 30, 2001, $12,320,983 and $12,350,157, respectively, were
accrued for reclamation costs. The Company has posted bonds in favor of
the United States Nuclear Regulatory Commission and the applicable
state regulatory agencies as partial security for these liabilities and
has deposited cash, cash equivalents and fixed income securities on
account of these obligations (Note 6).
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.
F-9
9. SHARE CAPITAL
a. Authorized - unlimited number of common shares.
b. Issued and outstanding
Shares
2002 2001 2000
------------------------------------
Beginning of year 65,600,066 65,525,066 65,525,066
Employee stock options exercised 135,000 75,000 -
------------------------------------
End of year 65,735,066 65,600,066 65,525,066
====================================
Amount
2002 2001 2000
---------------------------------------
Beginning of year $37,449,213 $37,439,402 $37,439,402
Employee stock options exercised 17,396 9,811 -
---------------------------------------
End of year $37,466,609 $37,449,213 $37,436,402
=======================================
c. Share options
The Company has adopted a share option plan under which the
Board of Directors may from time to time grant to directors,
officers, key employees and consultants of the Company options
to purchase shares of the Company's common stock. These
options are intended to advance the interests of the Company
by providing eligible persons with the opportunity, through
share options, to acquire an increased proprietary interest in
the Company. Options granted under the share option plan have
an exercise price of the fair market value of such shares on
the date of grant. All outstanding options granted to date
vest immediately and expire three years from the date of the
grant of the option.
Share option transactions were as follows:
2002 2001 2000
----------------------------------
Beginning of year 4,370,000 4,280,000 3,389,000
Granted 495,000 200,000 3,605,000
Exercised (135,000) (75,000) -
Expired (675,000) (35,000) (2,714,000)
----------------------------------
End of year 4,055,000 4,370,000 4,280,000
==================================
Weighted average exercise prices per share were as follows:
2002 2001 2000
---------------------------------
Beginning of year Cdn $0.32 Cdn $0.32 Cdn $1.03
Granted Cdn $0.32 Cdn $0.26 Cdn $0.24
Exercised Cdn $0.20 Cdn $0.20 -
Expired Cdn $0.75 Cdn $0.20 Cdn $1.10
---------------------------------
End of year Cdn $0.25 Cdn $0.32 Cdn $0.32
=================================
F-10
Share options outstanding and exercisable as of September 30, 2002 were
as follows:
Options Outstanding and Exercisable
---------------------------------------------------------------------
Weighted Average
Average Remaining Contractual Exercise Price
Number Outstanding Life (Years) Per Share
---------------------------------------------------------------------
3,110,000 0.64 Cdn $0.20
200,000 1.67 Cdn $0.26
300,000 2.25 Cdn $0.30
75,000 0.37 Cdn $0.35
120,000 1.72 Cdn $0.37
250,000 0.03 Cdn $0.75
---------------------------------------------------------------------
4,055,000 0.80 Cdn $0.25
=====================================================================
Outstanding options expire between October 2002 and January 2005.
Subsequent to September 30, 2002, and up to December 13, 2002, 250,000
share options at Cdn $0.75 expired and 250,000 share options were
granted at Cdn $0.31 per share.
10. INCOME TAXES
2002 2001
------------------------------
Reconciliation
Combined basic rate 40% 40%
Income (loss) from operations $ 184,990 $ (2,822,876)
------------------------------
Income tax recovery at basic rate 73,996 (1,129,150)
Change in valuation allowance 71,190 1,116,563
Other (145,186) 12,587
------------------------------
Tax expense per consolidated financial statements $ - $ -
==============================
Future income tax assets
Tax losses carried forward $ 4,886,235 $ 2,532,076
Inventory 413,769 456,036
Mineral properties 1,472,807 1,444,766
Deferred revenue 3,149,145 4,815,913
Other - 448,623
------------------------------
9,921,956 9,697,414
Future income tax liability
Plant and Equipment (1,034,528) (881,176)
Valuation allowance (8,887,428) (8,816,238)
------------------------------
Net future income taxes $ - $ -
==============================
Non-capital loss carry forwards for Canadian tax purposes of
approximately $1,615,000 begin to expire in 2003. For U.S. income tax
purposes, loss carry forwards of approximately $10,366,000 begin to
expire in 2015 unless utilized.
F-11
11. SEGMENTED INFORMATION
a. Geographic information
2002 2001 2000
------------------------------------------------
Revenue
United States $ 6,830,137 $ 809,763 $ 16,060,172
------------------------------------------------
$ 6,830,137 $ 809,763 $ 16,060,172
================================================
Net income (loss)
Canada $ (192,922) $ (189,151) $ (267,297)
United States 446,697 (2,440,296) (3,983,443)
Mongolia (68,785) (193,429) (10,993,911)
------------------------------------------------
$ 184,990 $ (2,822,876) $ (15,244,651)
================================================
Plant and equipment, net
United States $ 3,279,391 $ 3,913,765 $ 4,720,795
Mongolia 83,862 83,361 256,323
------------------------------------------------
$ 3,363,253 $ 3,997,126 $ 4,977,118
================================================
b. Major Customers
The Company's business is such that, at any given time, it sells its
uranium and vanadium concentrates to and enters into process milling
arrangements with a relatively small number of customers. The customers
with whom it does business vary substantially from year to year. During
fiscal 2002 and 2001, a process milling customer accounted for
approximately 100% and 75% of total revenues, respectively. During
fiscal 2000, a uranium customer accounted for approximately 51% of
total revenues. Accounts receivable from any individual customer will
exceed 10% of total accounts receivable on a regular basis.
12. RELATED PARTY TRANSACTIONS
a. During the year ended September 30, 2002, the Company incurred
legal fees of $10,960 with a law firm of which a partner is a
director of the Company. Legal fees incurred with this law
firm were $8,402 for the year ended September 30, 2001 and
$16,606 for the year ended September 30, 2000.
b. During the year ended September 30, 2002, 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 $7,500
as of September 30, 2002 and 2001 (2000 - nil). Management and
administration fees incurred with this company were $90,000
for the years ended September 30, 2001 and 2000.
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.
F-12
13. CONTINGENCY
The Company has detected some chloroform contamination at the Mill site
that appears to have resulted from the operation of a temporary
laboratory facility that was located at the site prior to and during
the construction of the Mill facility, and septic drain fields that
were used for laboratory and sanitary wastes prior to construction of
the Mill's tailings cells. The source and extent of this contamination
are currently under investigation, and a corrective action plan, if
necessary, is yet to be devised. Although the investigations to date
indicate that this contamination appears to be contained in a
manageable area, the scope and costs of remediation have not yet been
determined and could be significant.
The Company is required to comply with environmental protection laws
and regulations and permitting requirements, and the Company
anticipates that it will be required to continue to do so in the
future. Although the Company believes that its operations are in
compliance, in all material respects, with all relevant permits,
licenses and regulations involving worker health and safety as well as
the environment, the historical trend toward stricter environmental
regulation may continue. The uranium industry is subject to not only
the worker health and safety and environmental risks associated with
all mining businesses, but also to additional risks uniquely associated
with uranium mining and milling. The possibility of more stringent
regulations exists in the area of worker health and safety, the
disposition of wastes, the decommissioning and reclamation of mining
and milling sites, and other environmental matters, each of which could
have a material adverse effect on the costs of reclamation or the
viability of the operations.
14. 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, 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, 2002, one customer accounted for 86% of the accounts
receivable. At September 30, 2001, the same customer accounted for 83%
of the accounts receivable.
b. Fair values
At September 30, 2002 and 2001, the fair values of cash and cash
equivalents, trade and other receivables, approximates their carrying
values because of the short-term nature of these instruments.
The fair values of short-term investments, consisting of U.S.
government bonds, commercial paper, corporate bonds and marketable
securities, approximate carrying values. Notes receivable and notes
payable are at market terms and accordingly, fair values approximate
carrying values.
The fair value of cash and cash equivalents and fixed income securities
classified as restricted investments approximates carrying values.
15. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES
AND PRACTICES
The consolidated financial statements have been prepared in accordance
with accounting principles and practices generally accepted in Canada
("Canadian GAAP") which differ in certain respects from those
principles and practices that the Company would have followed had its
consolidated financial statements been prepared in accordance with
accounting principles and practices generally accepted in the United
States ("U.S. GAAP"). The tables below only address measurement
differences between Canadian and U.S. GAAP.
F-13
Consolidated Balance Sheets
2002 2001
-------------------------------
Plant and equipment, net
Canadian basis $ 3,363,253 $ 3,997,126
Depreciation of assets held for resale (a) 223,234 223,234
-------------------------------
U.S. basis $ 3,586,487 $ 4,220,360
===============================
Mongolia mineral properties
Canadian basis $ 538,897 $ -
Exploration expenditures (b) (538,897) -
-------------------------------
U.S. basis $ - $ -
===============================
Notes receivable
Canadian basis $ - $ 200,000
Shareholder loan reclassification (c) - (200,000)
-------------------------------
U.S. basis $ - $ -
===============================
Share capital
Canadian basis $ 37,466,609 $ 37,449,213
Shareholder loan reclassification (c) - (200,000)
Amalgamation (d) (615,970) (615,970)
-------------------------------
U.S. basis $ 36,850,639 $ 36,633,243
===============================
Deficit
Canadian basis $ (33,344,189) $ (33,529,179)
Amalgamation (d) 615,970 615,970
Exploration expenditures (b) (538,897) -
Depreciation of assets held for resale (a) 223,234 223,234
-------------------------------
U.S. basis $ (33,043,882) $ (32,689,975)
===============================
F-14
Consolidated Statements of Earnings
2002 2001 2000
---------------------------------------------
Net income (loss) under Canadian GAAP $ 184,990 $ (2,822,876) $ (15,244,651)
Depreciation of assets held for resale (a) - - 207,462
Exploration expenditures (b) (538,897) - (332,063)
Write-off of Mongolia mineral properties (e) - - 10,963,248
Capitalized depreciation (e) - - (146,886)
---------------------------------------------
Net loss under U.S. GAAP $ (353,907) $ (2,822,876) $ (4,552,890)
=============================================
Basic/diluted net loss per share, U.S. GAAP $ (0.01) $ (0.04) $ (0.07)
=============================================
Consolidated Statements of Cash Flows
Cash provided by (used in) operations under Canadian
GAAP $ 2,423,830 $ (2,048,229) $ 5,502,754
Exploration expenditures (b) (538,897) - (332,063)
---------------------------------------------
Cash provided by (used in) operations under U.S. GAAP $ 1,884,933 $ (2,048,229) $ 5,170,691
=============================================
Cash provided by (used in) investing activities under
Canadian GAAP $ 6,071,102 $ (13,016,359) $ 523,743
Exploration expenditures (b) 538,897 - 332,063
---------------------------------------------
Cash provided by (used in) investing activities under
U.S. GAAP $ 6,609,999 $ (13,016,359) $ 855,806
=============================================
a. Under Canadian GAAP, the Company's surplus assets were
depreciated to 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. Under Canadian GAAP, the Company defers the property holding
costs and ongoing exploration expenditures on properties still
in the exploration stage and carries these as assets until the
results of the exploration projects are known. If a project is
successful, the costs of the property and the related
exploration and development expenditures will be amortized
over the life of the property utilizing the
units-of-production method. If the project is unsuccessful,
the mining property and the related exploration expenditures
net of any recoveries on disposition of the properties or
related assets are written off. Under U.S. GAAP, these costs
are expensed as incurred.
c. SEC practices require that shareholder loans be classified as
a deduction from shareholders' equity.
d. 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.
e. Under Canadian GAAP, the Company determined that the carrying
amount of its Mongolian Uranium properties was not impaired at
September 30, 1999, based on estimated mineral deposits of
approximately 22.5 million pounds of uranium. U.S. GAAP and
SEC rules require that the impairment analysis be based on
proven or probable reserves, and therefore, the carrying
amount of the Mongolian mineral properties was written off for
U.S. GAAP purposes in 1999.
F-15
f. Under U.S. GAAP, comprehensive loss consists of net loss only.
g. In 2002, the CICA issued Section 3063, "Impairment of
long-lived assets". This new Section provides guidance on the
recognition, measurement and disclosure of the impairment of
long-lived assets. Section 3063 is effective for years
beginning on or after April 1, 2003. In 2002 the CICA issued
Section 3475, "Disposal of Long-Lived Assets and Discontinued
Operations". This new Section provides guidance on the
recognition, measurement, presentation and disclosure of
long-lived assets to be disposed of. Section 3475 is effective
for disposal activities initiated by an enterprise's
commitment to a plan on or after May 1, 2003. In 2001, the
FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations", under this standard, asset retirement
obligations are measured and recorded at fair value. SFAS No.
143 is effective for financial statements issued for fiscal
years beginning after June 15, 2002. The Company has not yet
finally determined the effect of the implementation of these
standards on its consolidated financial position or results of
operations. In 2002, the FASB issued SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities". Under
this standard, exit costs and restructuring liabilities
generally will be recognized only when incurred. SFAS No. 146
is effective for exit or disposal activities that are
initiated after December 31, 2002.
16. SUBSEQUENT EVENT
In November 2002, the Company entered into a joint venture agreement
(the "Urizon Joint Venture") with Nuclear Fuel Services, Inc. ("NFS")
to pursue the development of a new, long-term, alternate feed program
for the Company's White Mesa Mill. Pursuant to its agreement with NFS,
the Company is committed to contribute $1.5 million to the joint
venture in the first quarter of fiscal 2003, which is to be used in
connection with this project.
F-16
Index to Exhibits
Exhibit Number Description
1.1 Company's Corporate Structure Chart
99 906 Certification