CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED

Transcription

1 Uranium One Inc. Condensed Consolidated Interim Financial Statements For the period ended March 31, 2014 (unaudited) (In U.S. dollars, tabular amounts in millions, except where indicated)

2 CONSOLIDATED INCOME STATEMENTS - UNAUDITED For the periods ended March 31, 2014 and 2013 PERIOD ENDED NOTES MAR 31, 2014 MAR 31, 2013 Revenues Cost of sales Operating expense (62.3) (19.3) Depreciation (2.3) (1.6) Gross profit Share of earnings from joint ventures General and administrative (9.5) (11.1) Exploration expense (0.4) (0.8) Care and maintenance (3.2) (0.3) Operating (loss) earnings (1.1) 1.3 Finance income Finance expense (23.2) (16.8) Foreign exchange gain Corporate development expense (0.6) (5.1) Other (expense) income, net (42.0) 2.6 Loss before income taxes (32.6) (6.5) Current and deferred income tax expense (1.6) (3.0) Net loss (34.2) (9.5) Net loss per share Basic (0.04) (0.01) Weighted average number of shares (millions) Basic CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - UNAUDITED For the periods ended March 31, 2014 and 2013 PERIOD ENDED MAR 31, 2014 MAR 31, 2013 NOTES Other comprehensive income (loss) for the period Items that are or may be reclassified to income statement Unrealized loss recognized on translation of foreign operations 11 (253.4) (2.4) De-designation of fair value of Ruble Bonds swap derivative reclassified to income statement (1) Realized fair value of Ruble Bonds swap derivatives reclassified to income statement (1) 11 (0.3) - Unrealized foreign exchange loss on Ruble Bonds reclassified to income statement (1) Unrealized fair value loss on Ruble Bonds swap derivative (1) 11 (11.9) (7.4) Total other comprehensive loss for the period (253.9) (2.6) Net loss (34.2) (9.5) Total comprehensive loss (288.1) (12.1) (1) These amounts are shown net of tax of $nil. See accompanying notes to the condensed consolidated interim financial statements URANIUM ONE INC. Financial Statements 1

3 CONSOLIDATED BALANCE SHEETS - UNAUDITED AS AT MAR 31, 2014 AS AT DEC 31, 2013 NOTES ASSETS Current assets Cash and cash equivalents Restricted cash Dividends receivable Trade and other receivables Inventories Loans receivable Financial derivatives Non-current assets Mineral interests, property, plant and equipment Investment in associate Investments in joint ventures 5 1, ,597.5 Loans receivable Financial derivatives Other assets , ,002.2 Total assets 2, ,501.1 LIABILITIES Current liabilities Trade and other payables Interest bearing liabilities Convertible debentures Other liabilities Non-current liabilities Interest bearing liabilities Convertible debentures Provisions Deferred tax liabilities Financial derivatives Other liabilities Total liabilities ,127.8 EQUITY Share capital 4, ,969.0 Reserves 11 (334.1) (21.6) Deficit (3,549.7) (3,574.1) 1, ,373.3 Total equity and liabilities 2, ,501.1 Subsequent event see Note 8 and 15 Contingency see Note 14 See accompanying notes to the condensed consolidated interim financial statements URANIUM ONE INC. Financial Statements 2

4 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - UNAUDITED For the periods ended March 31, 2014 and 2013 NUMBER OF SHARE RESERVES SHARES CAPITAL (NOTE 11) DEFICIT TOTAL (millions) Balance as at January 1, ,969.0 (21.6) (3,574.1) 1,373.3 Net loss for the period (34.2) (34.2) Unrealized loss on translation of foreign operations - - (253.4) - (253.4) De-designation of Ruble Bonds swap derivative (1) reclassified to income statement Realized fair value of Ruble Bonds swap derivatives (1) - - (0.3) - (0.3) reclassified to income statement Unrealized foreign exchange loss on Ruble Bonds (1) reclassified to income statement Unrealized fair value loss on Ruble Bonds swap derivative (1) - - (11.9) - (11.9) mark to market Total comprehensive loss - - (253.9) (34.2) (288.1) Cancellation of equity component of convertible debentures - - (58.6) Balance as at March 31, ,969.0 (334.1) (3,549.7) 1,085.2 Balance as at January 1, , (3,621.5) 1,867.0 Net loss for the period (9.5) (9.5) Unrealized loss on translation of foreign operations (1) - - (2.4) - (2.4) Unrealized foreign exchange loss on Ruble Bonds (1) reclassified to income statement Unrealized fair value loss on Ruble Bonds swap derivative (1) mark to market - - (7.4) - (7.4) Total comprehensive loss - - (2.6) (9.5) (12.1) Stock option expense Balance as at March 31, , (3,631.0) 1,856.2 (1) These amounts are shown net of tax of $nil. See accompanying notes to the condensed consolidated interim financial statements. URANIUM ONE INC. Financial Statements 3

5 CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED For the periods ended March 31, 2014 and 2013 NOTES MAR 31, 2014 MAR 31, 2013 Net loss (34.2) (9.5) Items not affecting cash: - Share of earnings from joint ventures (7.1) (11.6) - Depreciation Stock option expense Finance income (2.6) (2.6) - Finance expense Unrealized foreign exchange gains (31.7) (8.9) - Current and deferred income tax expense Other expense (income), net 42.3 (2.3) Movement in non-cash working capital (1.6) 0.8 Operating cash flows before interest and tax (7.8) (11.4) Cash tax paid - (0.7) Cash interest paid (18.4) - Cash flows used in operating activities (26.2) (12.1) Additions of mineral interests, property, plant and equipment (0.3) (15.3) Additions to other assets Investment in restricted cash - (1,450.0) Joint venture charter capital contribution 5 - (9.0) Loans to related parties 6 (9.2) (7.0) Loans repaid by joint ventures Interest received Dividends received Other (0.1) - Cash flows from (used in) investing activities 4.7 (1,460.4) Debentures repurchased 9 (214.8) - Revolving loan facility issued, net of issue costs - 1,450.0 Cash flows (used in) from financing activities (214.8) 1,450.0 Effects of exchange rate changes on cash and cash equivalents (1.8) (0.2) Net decrease in cash and cash equivalents (238.1) (22.7) Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period See accompanying notes to the condensed consolidated interim financial statements URANIUM ONE INC. Financial Statements 4

6 1 NATURE OF OPERATIONS Uranium One Inc. ( Uranium One, and together with its subsidiaries and joint ventures collectively, the Corporation ) is a Canadian corporation engaged through subsidiaries and joint ventures in the mining, production and sales of uranium, and in the acquisition, exploration and development of properties for the production of uranium in Kazakhstan, the United States, Australia and Tanzania. The Corporation s head office address is 333 Bay Street, Suite 1710, Toronto, Ontario, Canada, M5H 2R2. Uranium One is a wholly-owned indirect subsidiary of Russia s State Atomic Energy Company Rosatom ( Rosatom ), the Russian state-owned nuclear industry operator. In Kazakhstan, the Corporation holds a 70% interest in the Betpak Dala joint venture, which owns the Akdala and South Inkai Uranium Mines, a 50% interest in the Karatau joint venture, which owns the Karatau Uranium Mine, a 50% interest in the Akbastau joint venture, which owns the Akbastau Uranium Mine, a 49.67% interest in the Zarechnoye joint venture, which owns the Zarechnoye Uranium Mine, a 30% interest in the Kyzylkum joint venture, which owns the Kharasan Uranium Mine, and a 19% interest in the SKZ-U joint venture, which owns a sulphuric acid plant near Kharasan as an additional source of sulphuric acid for its operations. In the United States, the Corporation owns the Willow Creek uranium mine in Wyoming. The Corporation owns a 100% interest in the Honeymoon Uranium Project in Australia, which is currently on a care and maintenance program. The Corporation is the operator of the Mkuju River Project in Tanzania, and owns a 13.9% interest in Mantra Resources Pty Limited ( Mantra ), which owns the Mkuju River Project. The Corporation also owns, either directly or through joint ventures, uranium exploration properties in the western United States and South Australia. The unaudited condensed consolidated interim financial statements were approved on May 13, 2014 by the Corporation s Audit Committee on behalf of the Board of Directors. 2 SIGNIFICANT ACCOUNTING POLICIES STATEMENT OF COMPLIANCE The unaudited condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board ( IASB ). BASIS OF PREPARATION AND CONSOLIDATION The unaudited condensed consolidated interim financial statements, prepared in conformity with IAS 34, follow the same accounting principles and methods of application of the most recent audited annual consolidated financial statements. Since the unaudited condensed interim consolidated financial statements do not include all disclosures required by the International Reporting Standards ( IFRS ) for annual financial statements, they should be read in conjunction with the Corporation s annual consolidated financial statements for the year ended December 31, RECLASSIFICATION OF COMPARATIVE FIGURES The Corporation has recast certain balances in the comparative period to conform with the presentation in the current period. FUNCTIONAL AND PRESENTATION CURRENCY The unaudited condensed consolidated interim financial statements are presented in US dollars. The functional currency of Uranium One Inc. is the US dollar. Judgment is required to determine the functional currency of each entity in the consolidated group. These judgments are continuously evaluated and are based on management s experience and knowledge of the relevant facts and circumstances. EXCHANGE RATES The following exchange rates to the US dollar have been applied in these annual audited consolidated financial statements: AVERAGE AVERAGE CLOSING CLOSING CLOSING PERIOD ENDED PERIOD ENDED PERIOD ENDED PERIOD ENDED YEAR ENDED MAR 31, 2014 MAR 31, 2013 MAR 31, 2014 MAR 31, 2013 DEC 31, 2013 Canadian dollar Australian dollar Russian ruble Kazakh tenge Euro URANIUM ONE INC. Financial Statements 5

7 3 INVENTORIES Finished uranium concentrates Solutions and concentrates in process Product inventory Materials and supplies MINERAL INTERESTS, PROPERTY, PLANT AND EQUIPMENT MARCH 31, 2014 MINERAL INTERESTS PROPERTY, PLANT AND EQUIPMENT DEVELOPMENT EXPENDITURE TOTAL Cost Balance at January Additions Currency translation adjustments taken to reserves Transfers (33.7) - At the end of the period Accumulated depreciation and impairment Balance at January 1 (10.8) (93.0) (25.5) (129.3) Charge for the period - (5.5) - (5.5) Currency translation adjustments taken to reserves At the end of the period (10.8) (98.2) (25.5) (134.5) Carrying value at March 31, DECEMBER 31, 2013 MINERAL INTERESTS PROPERTY, PLANT AND EQUIPMENT DEVELOPMENT EXPENDITURE TOTAL Cost Balance at January Additions Currency translation adjustments taken to reserves - (8.3) (5.3) (13.6) Transfers (1.8) - At the end of the year Accumulated depreciation and impairment Balance at January 1 (4.7) (28.5) - (33.2) Charge for the year (3.9) (24.4) - (28.3) Impairment (2.2) (40.1) (25.5) (67.8) At the end of the year (10.8) (93.0) (25.5) (129.3) Carrying value at December 31, URANIUM ONE INC. Financial Statements 6

8 5 INVESTMENTS IN JOINT VENTURES The Corporation owns the following interests subject to joint control as a result of governing contractual agreements. These interests are accounted for under the equity method: COUNTRY OF PRINCIPAL OWNERSHIP INCORPORATION ACTIVITY INTEREST Akbastau JSC Kazakhstan Uranium mining 50% Betpak Dala LLP Kazakhstan Uranium mining 70% Karatau LLP Kazakhstan Uranium mining 50% Zarechnoye JSC Kazakhstan Uranium mining 49.67% Kyzylkum LLP Kazakhstan Uranium mining 30% SKZ-U LLP Kazakhstan Sulphuric acid plant 19% , ,597.5 Movement in investment in joint ventures Balance at January 1 1, ,718.0 Share of net income Dividends (57.2) (165.5) Charter capital contributions Foreign exchange translation loss (249.9) (29.8) At the end of the period 1, ,597.5 URANIUM ONE INC. Financial Statements 7

9 5 INVESTMENTS IN JOINT VENTURES (continued) The joint ventures assets and liabilities are as follows, on a 100% basis (1) : AS AT MARCH 31, 2014 BETPAK AKBASTAU DALA KARATAU ZARECHNOYE KYZYLKUM SKZ-U TOTAL Current assets Cash Inventories Other Non-current assets Mineral interests, property, plant and equipment ,934.6 Goodwill Other , ,228.2 Total assets 1, ,642.7 Current liabilities Current portion of interest bearing liabilities Other Non-current liabilities Non-current portion of interest bearing liabilities Deferred tax liabilities (1.8) Provisions Other Total liabilities ,132.2 Net assets 1, ,510.5 Uranium One s share of net assets Ownership % 50% 70% 50% 49.67% 30% 19% Attributable share of net assets ,297.5 URANIUM ONE INC. Financial Statements 8

10 5 INVESTMENTS IN JOINT VENTURES (continued) AS AT DECEMBER 31, 2013 BETPAK AKBASTAU DALA KARATAU ZARECHNOYE KYZYLKUM SKZ-U TOTAL Current assets Cash Inventories Other Non-current assets Mineral interests, property, plant and equipment 1, ,517.2 Goodwill Other , ,869.2 Total assets 1, ,279.2 Current liabilities Current portion of interest bearing liabilities Other Non-current liabilities Non-current portion of interest bearing liabilities Deferred tax liabilities Provisions Other Total liabilities ,194.7 Net assets 1, ,084.5 Uranium One s share of net assets Ownership % 50% 70% 50% 49.67% 30% 19% Attributable share of net assets ,597.5 (1) Balances presented are on a 100% basis except wherever the Corporation s attributable share is noted. URANIUM ONE INC. Financial Statements 9

11 5 INVESTMENTS IN JOINT VENTURES (continued) The joint ventures revenue, cost of sales, earnings from mine operations, expenses and net earnings / (loss) are as follows, on a 100% basis (1) : PERIOD ENDED BETPAK CORPORATION S ATTRIBUTABLE AKBASTAU DALA KARATAU ZARECHNOYE KYZYLKUM SKZ-U TOTAL SHARE MARCH 31, 2014 Revenue Operating expenses (11.3) (37.1) (15.1) (5.7) (0.1) - (69.3) (42.0) Depreciation (12.1) (20.3) (17.7) (4.6) (0.5) - (55.2) (31.5) Gross profit (loss) (0.5) (0.6) Interest income Interest expense (0.8) (0.3) (1.7) (1.3) (0.7) (0.9) (5.7) (2.5) Expenses and other income (0.2) (0.2) (0.5) - (0.1) Foreign exchange (loss) gain (6.2) 5.9 (16.0) (12.5) (15.7) (23.9) (68.4) (22.5) Earnings (loss) before income taxes (14.3) (17.1) (18.7) (8.5) 11.1 Current and deferred income tax (expense) recovery (0.7) (6.1) (6.9) (0.8) (4.0) Net earnings (loss) (11.1) (11.0) (15.1) (9.3) 7.1 Uranium One s ownership % 50% 70% 50% 49.67% 30% 19% Attributable share of net earnings (loss) (5.5) (3.3) (2.9) 7.1 Dividends paid PERIOD ENDED BETPAK CORPORATION S ATTRIBUTABLE AKBASTAU DALA KARATAU ZARECHNOYE KYZYLKUM SKZ-U TOTAL SHARE MARCH 31, 2013 Revenue Operating expenses (4.9) (13.0) (9.6) (9.2) - - (36.7) (21.5) Depreciation (5.5) (8.1) (12.4) (6.9) - - (32.9) (18.2) Gross profit (1.6) Interest income Interest expense (1.4) (0.1) (1.0) (1.5) (1.0) (1.2) (6.2) (2.5) Expenses and other income (0.7) (0.2) (1.3) (0.2) (1.1) 1.5 (2.0) (0.7) Foreign exchange (loss) gain - (0.4) (0.2) (0.2) Earnings / (loss) before income taxes (3.3) (1.8) Current and deferred income tax (expense) recovery (1.1) (2.5) (2.1) (4.5) (2.8) Net earnings (loss) (2.6) (1.5) Uranium One s ownership % 50% 70% 50% 49.67% 30% 19% Attributable share of net earnings (loss) (1.3) (0.5) Dividends paid (1) Balances presented are on a 100% basis except wherever the Corporation s attributable share is noted. URANIUM ONE INC. Financial Statements 10

12 6 LOANS RECEIVABLE Loans to related parties Mantra Loans to joint ventures SKZ-U Current portion Non-current portion Total (i) MANTRA LOAN The Corporation made a loan available to Mantra to provide project financing for construction and commissioning of the Mkuju River Project. The loan bears interest at 7.74% per annum. The loan has no fixed repayment terms and is guaranteed by ARMZ. Opening balance Additions during the year Interest accrued Balance at the end of the year Less: current portion - - Long term portion (ii) SKZ-U LOAN The Corporation made loans available to SKZ-U LLP ( SKZ-U ), a joint venture in which the Corporation has a 19% interest, pursuant to its obligation to provide project financing in the amount of $31.0 million for construction and commissioning of a sulphuric acid plant. The loans bear interest at LIBOR plus 6% per annum, with interest payable on a semi-annual basis between 2013 and The loans are unsecured and the final payment is due on March 15, Opening balance Principal received (3.7) (3.7) Interest accrued Interest received (0.8) (1.9) Balance at the end of the year Less: current portion (3.3) (7.2) Long term portion URANIUM ONE INC. Financial Statements 11

13 7 OTHER ASSETS Non-current Asset retirement funds (1) Other (1) The Corporation has posted letters of credit as collateral for asset retirement obligations of subsidiaries in the United States of America and Australia. 8 INTEREST BEARING LIABILITIES Ruble Bonds Senior Secured Notes Revolving credit facilities (6.0) (6.7) Current portion Non-current portion Total (i) RUBLE BONDS Opening balance Issued Interest accrued Interest paid (17.8) (34.3) Redeemed - (359.4) Fair value adjustment relating to hedged risk (Note 12) 0.2 (0.2) Amortization of transaction costs (2) Foreign exchange gain (41.2) (33.8) Less: current portion (4.7) (14.2) Long term portion Fair value of Ruble Bonds (1) (1) The fair value was calculated using quoted market prices. (2) December 31, 2013 consists of amortization of transaction costs of $4.5 million, net of capitalized transaction costs on Series 2 Ruble Bonds of $2.3 million. On December 7, 2011, the Corporation carried out an offering and issuance of Series 1 Ruble Bonds having an aggregate principal amount of $463.5 million (RUB 14.3 billion) repayable five years from the date of issuance. The Series 1 Ruble Bonds bear interest at a Ruble rate of 9.75%, payable semi-annually from the date of issue. URANIUM ONE INC. Financial Statements 12

14 8 INTEREST BEARING LIABILITIES (continued) On August 23, 2013, the Corporation completed a public offering in Russia of seven-year ruble-denominated Series 2 Ruble Bonds for gross proceeds of $380.7 million (RUB12.5 billion) with a ruble interest rate of 10.25%; and simultaneous public offering to repurchase, through the facilities of the Moscow Exchange, $359.4 million (RUB11.8 billion) of the Company s outstanding $435.5 million (RUB14.3 billion) aggregate principal amount five-year Series 1 Ruble Bonds with a ruble interest rate of 9.75%. This redemption resulted in $76.1 million (RUB 2.5 billion) of the principal of the Series 1 Ruble Bonds remaining outstanding. The Ruble Bonds are direct, unsecured, non-convertible, interest-bearing obligations of the Corporation, subordinated to any present or future secured obligations, and ranking equally with all other unsecured indebtedness. In addition, effective October 1, 2013, the Corporation designated a number of derivatives as hedging instruments against the Series 1 and Series 2 Ruble Bonds see Note 12 Fair value measurement. (ii) SENIOR SECURED NOTES Issued Interest accrued Transaction costs - (15.6) Amortization of transaction costs Less: current portion (5.7) - Long term portion On December 13, 2013, Uranium One Investments Inc. ( U1 Investments ), a 100% owned subsidiary of Uranium One, completed an offering of US$300 million aggregate principal amount of non-convertible 6.25% Senior Secured Notes due 2018 (the Senior Secured Notes ). The Senior Secured Notes will mature on December 13, 2018 and U1 Investments will pay interest semi-annually on June 13 and December 13 of each year. U1 Investments is entitled to redeem all or a portion of the Senior Secured Notes on or after December 13, The Senior Secured Notes are guaranteed by Uranium One and certain of its subsidiaries and secured by pledges of certain of their assets. (iii) BANK REVOLVING CREDIT FACILITY Opening balance (6.7) - Transaction costs - (6.7) Commitment fee accrued Commitment fee paid (0.6) - Amortization of transaction costs (6.0) (6.7) Less: current portion - Long term portion (6.0) (6.7) On December 20, 2013, U1 Investments entered into a three year US$120 million revolving credit facility agreement (the Revolving Credit Facility ) with a syndicate of lenders. The Revolving Credit Facility is guaranteed by Uranium One and certain of its subsidiaries, and secured by pledges of certain of their assets. Drawings under the facility bear interest at the rate of 4.0% plus LIBOR and is payable quarterly. An annual fee of 2.0% is charged on the undrawn amount each year. Letters of credit can be issued under the facility at a fee of 0.25% per annum and will bear interest of 4.0% per year. Financing fees of $6.7 million were incurred and relate to upfront costs and other costs incurred associated with establishing the credit facility, and are expensed over the term of the facility. The Corporation has not yet drawn down any funds under the Revolving Credit Facility. Subsequent to March 31, 2014, the Corporation elected to cancel the revolving credit facility which will be effective May 14, In connection with the Senior Secured notes and the Revolving Credit Facility described above, the Corporation is required to comply with certain financial covenants. The most restrictive covenants are those that apply to the Revolving Credit Facility. The primary covenants for this facility are: (i) a minimum Interest Cover Ratio of 3.0 : 1 for the life of the facility and (ii) a maximum Net Leverage Ratio that is initially set at 1 : 4.0 and changes to 1 : 3.5 in 2015 and 1 : 3.0 in As at March 31, 2014, the Corporation is in compliance with these covenants. URANIUM ONE INC. Financial Statements 13

15 9 CONVERTIBLE DEBENTURES 2010 Debentures On March 12, 2010, the Corporation issued convertible unsecured subordinated debentures for gross proceeds of C$260 million ($253.3 million), (the 2010 Debentures ). The 2010 Debentures have a March 13, 2015 maturity date, with interest payable at a rate of 5.0% per annum, payable semi-annually. The 2010 Debentures were convertible into common shares of the Corporation at a conversion price of C$3.15 per common share, being a rate of common shares per C$1,000 principal. As a result of the completion of the Going Private Transaction, the remaining 2010 Debentures are no longer convertible into Common Shares. The debentures had a cash settlement option which was accounted for as an embedded derivative. The Corporation allocated the fair value of the debentures to the individual liability and derivative components by establishing the derivative component and then allocating the balance remaining, after subtracting the fair value of the derivative from the face value, to the liability component. The embedded derivative was designated as a financial liability carried at fair value through profit or loss. On October 12, 2010, the Corporation received all necessary Kazakh regulatory approvals to allow the conversion of the 2010 Debentures into common shares of Uranium One at the option of the holders of the 2010 Debentures and as a result the cash settlement option was cancelled. The embedded derivative was reclassified as equity on cancellation of the cash settlement option. On November 15, 2013, the Corporation made an offer to purchase the C$260 million aggregate principal amount of the 2010 Debentures in accordance with the terms of the trust indenture governing the debentures, as required by the trust indenture due to the completion of the Going Private Transaction. As a result of the change in the estimated cash flows an additional charge of $15.6 million was recorded in the year ended December 31, The effective annual interest rate is 10.93%. On January 2, 2014 the Corporation completed the repurchase of C$227,461,000 ($212.6 million) of the aggregate principal amount of its 2010 Debentures. This represents 87.49% of the outstanding aggregate principal amount of the 2010 Debentures, and 12.51%, or $29.4 million (as valued on March 31, 2014) principal amount remains outstanding. The table below indicates the movement in the liability: Opening balance Repayment (214.8) - Interest accrued Coupon interest payments - (12.4) Foreign exchange gain (0.8) (16.8) Liability as at the end of the period Current portion (27.7) (214.8) Non-current portion Fair value of convertible debentures OTHER LIABILITIES Current Unfavorable contracts (1) Other Non-current Unfavorable contracts (1) Bonus payment (1) The Corporation has legacy sales contracts for Honeymoon with unfavorable terms. With the withdrawal of Mitsui & Co. (the Corporation s former joint venture partner in the Honeymoon project), the Corporation is required to account for these contracts at their realizable values. Production from Honeymoon will be used to deliver into these contracts. URANIUM ONE INC. Financial Statements 14

16 11 RESERVES MAR 31, 2014 DEC 31, 2013 Equity settled employee benefits reserve Balance at the beginning of the year Stock options expense Cancellation of stock option plan - (130.4) Balance at the end of the period - - Equity component of convertible debentures Balance at the beginning of the year Cancellation of equity component of convertible debentures (58.6) - Balance at the end of the period Foreign currency translation reserve Balance at the beginning of the year (90.0) (36.2) Exchange fluctuations on translation of foreign operations (253.4) (53.8) Balance at the end of the period (343.4) (90.0) Cash flow hedging reserve Balance at the beginning of the year Realized fair value reclassified to income statement - (4.3) De-designation of Ruble Bonds swap derivative reclassified to income statement Realized fair value of Ruble Bonds swap derivatives reclassified to income statement (0.3) - Foreign exchange Revaluation (11.9) (34.9) Balance at the end of the period Available for sale securities reserve Balance at the beginning of the year (0.1) (0.1) Unrealized fair value adjustments on available for sale securities - - Balance at the end of the period (0.1) (0.1) Total reserves (334.1) (21.6) Equity component of convertible debentures As a result of the repurchase of 87.49% of the 2010 Debentures, the Corporation reclassified 87.49% of the reserve balance to retained earnings. Foreign currency translation reserve On February 11, 2014, The National Bank of Kazakhstan stated that the Tenge will trade at US$ 1.00 = KZT , within a range of 3 Tenge on either side of the target rate, a devaluation of 19% from the previous target rate of US$1.00 = KZT The functional currency of the Kazakhstan joint ventures is the Tenge. As such, the Corporation incurs most of its operating costs in Tenge while its revenues are denominated in US$. Of the balance of $253.4 million translation loss, the Tenge devaluation amounted to a loss of $249.9 million (see Note 5). URANIUM ONE INC. Financial Statements 15

17 12 FAIR VALUE MEASUREMENT Fair value hierarchy The Corporation categorizes each of its fair value measurements in accordance with a fair value hierarchy. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (for example, interest rate and yield curves observable at commonly quoted intervals, forward pricing curves used to value currency and commodity contracts and volatility measurements used to value option contracts), or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. For financial instruments that are recognized at fair value on a recurring basis, the Corporation determines whether transfers have occurred between levels in the hierarchy by re-assessing their classification (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Assets / (liabilities) measured at fair value on a recurring basis include: AS AT MARCH 31, 2014 FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Available for sale securities Financial derivative assets Financial derivative liabilities - - (80.9) (80.9) Total (78.2) (77.9) AS AT DECEMBER 31, 2013 FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL Available for sale securities Financial derivative assets Financial derivative liabilities - - (25.5) (25.5) Total (23.3) (23.0) Transfers between Level 1 and Level 2, and transfers in and out of Level 3 are assumed to occur at the end of the period. There were no transfers for the period ended March 31, 2014 and December 31, The fair value of available-for-sale investments is determined based on a market approach reflecting the closing price of each particular security at the consolidated balance sheet date. The closing price is a quoted market price obtained from the exchange that is the principal active market for the particular security, and therefore available-for-sale investments are classified within Level 1 of the fair value hierarchy. Fair value assets and liabilities classified as Level 2 are valued using pricing models or discounted cash flow (DCF) models. These models require a variety of observable inputs including market prices, forward price curves, yield curves and credit spreads. These inputs are obtained from or verified with the market where possible. Where inputs are based on unobservable market data, and the input is significant to the fair value, fair value assets and liabilities are classified as Level 3. Derivative instruments are valued using pricing models or DCF models. These models require a variety of observable inputs including market prices, forward price curves and yield curves. These inputs are obtained from or verified with the market where possible. The significant unobservable input used in the fair value measurement of the Corporation s Level 3 fair value assets and liabilities is credit spread, which represents either the counterparty credit risk (for assets) or non-performance risk of the Corporation (for liabilities). URANIUM ONE INC. Financial Statements 16

18 12 FAIR VALUE MEASUREMENT (continued) The table below shows a reconciliation of level 3 fair value measurements of financial liabilities / (assets): Opening balance Additions Unrealized loss recognized in other comprehensive income Unrealized loss (gain) recognized in profit or loss (1) 44.0 (0.1) Interest accrued on swaps (2) (1.9) (12.4) Interest received Foreign exchange (gain) loss - (6.7) Unrealized loss due to unobservable inputs at inception (3) (59.4) (59.4) Current portion (asset) (2.7) (1.3) Non-current portion (asset) - (0.9) Non-current portion liability (1) Relates to market-to-market change in period on non-hedging derivatives loss of $43.1 million (2013: loss of $0.3 million) and ineffectiveness recognized in the period of hedging derivatives of $0.9 million (2013: gain of $0.4 million).these changes are recognized in the Other (expense) income line in the consolidated interim income statement. (2) $1.6 million (2013: $0.8 million) relates to non-hedged interest income and is recognized in the Other (expense) income line in the consolidated interim income statement. (3) No amounts recognized for this balance in the consolidated income statement for the period ended March 31, Financial derivatives A summary of derivative instruments are as follows: AS AT MAR 31, 2014 AS AT DEC 31, 2013 (Asset) Liability (Asset) Liability Used for hedging Cross currency interest rate swaps - Cash flow hedge (1), (2) Fair value hedge (3) - (0.1) Other Cross currency interest rate swaps Forward strip contracts Fair value of derivative assets Current (2.7) (1.3) Non-current - (0.9) Fair value of derivative liabilities (2.7) (2.2) Current - - Non-current Total fair value of derivatives (1) The maximum term over which Accumulated Other Comprehensive Income will be reclassified to net earnings is 7 years. (2) Ineffectiveness in the amount of $0.9 million gain arising from cash flow hedges is recorded in the Other (expense) income line in the consolidated income statement for the period ended March 31, 2014 (2013: gain of $0.4 million). (3) The fair value movement attributable to the de-designation of hedged item (RUB 455 million of the Series 2 Bonds) was $0.2 million gain (2013: loss of $0.2 million). URANIUM ONE INC. Financial Statements 17

19 12 FAIR VALUE MEASUREMENT (continued) CROSS CURRENCY INTEREST RATE SWAPS Cross currency interest rate swap Series 1 Ruble Bonds The Corporation originally issued Series 1 Ruble Bonds having an aggregate principal amount of RUB 14.3 billion ($463.5 million) on December 7, 2011 (Note 8). At the same time the Corporation entered into a cross currency interest rate swap, which economically converted the Series 1 Ruble Bonds into a synthetic US dollar borrowing by fixing the Corporation s principal and interest payments in US dollar terms and, while the hedging relationship was in force, the Corporation was not economically exposed to any ruble currency risks. The swap has a US$ fixed exchange rate of $1.00 = RUB and resulted in a US$ fixed interest rate of 6.74% on the principal amount of $463.5 million. For accounting purposes, the original swap was designated as a cash flow hedge and the Corporation applied a hedge ratio of 80% to the debt, resulting in the Swap covering 80% of the foreign currency risk inherent in the interest and principal payments on the RUB 14.3 billion borrowing. On August 23, 2013, the Corporation repurchased and cancelled RUB 11.8 billion of the Series 1 Ruble Bonds, resulting in the original swap being de-designated from the hedging relationship. On October 1, 2013, 17% or RUB 2.5 billion of the original swap was designated as a cash flow hedge against 80% of the remaining RUB 2.5 billion Series 1 Ruble Bonds. The remaining 83% of the original swap is no longer designated in a hedging relationship. Cross currency interest rate swaps designated as hedges Series 2 Ruble Bonds On September 18 and 23, 2013, the Corporation entered into a number of cross currency interest rate swaps and forward strip contracts with the economic objective of managing the foreign exchange and interest rate risks of the Corporation. On October 1, 2013, these instruments / combinations of instruments were designated as hedging instruments against portions of the Series 2 Ruble Bonds (Note 8). The cross currency interest rate swaps and the associated hedging relationships are as follows: (a) (b) A cross currency interest rate swap with a notional amount of RUB 245 million / $7.7 million (fixed at an exchange rate of $1.00 = RUB 31.8) to convert a portion Series 2 Ruble Bonds into a synthetic US dollar borrowing. This swap was designated as a cash flow hedge to hedge a portion (RUB 196 million or an 80% hedge relationship) of the foreign exchange risk arising from the Series 2 semi-annual ruble interest payments and ruble principal amount due at maturity starting from October 1, 2013 to August 11, A cross currency interest rate swap with a notional value of RUB 4.1 billion / $129.8 million (fixed at an exchange rate of $1.00 = RUB 31.8) and effective date of November 30, 2016, to convert a portion of the Series 2 Ruble Bonds into a synthetic US dollar borrowing, at a fixed rate of 7.5%. This swap was designated as a cash flow hedge to hedge a portion (RUB 3.3 Billion or an 80% hedge relationship) of the foreign exchange risk arising from the Series 2 Semi-annual ruble interest payments and ruble principal amount due at maturity starting November 30, 2016 to August 11, DERIVATIVES NOT DESIGNATED IN ANY HEDGE RELATIONSHIPS On September 18, 2013, the Corporation entered into a cross currency interest rate swap with a notional amount of RUB 7.7 billion / $238.2 million (fixed at an exchange rate of $1.00 = RUB 32.2) and effective date of February 17, 2017, to convert a portion (RUB 7.7 billion) of the Series 2 Ruble Bonds into a synthetic US dollar floating borrowing (3 month US LIBOR interest rate plus a spread of 4.85%). As noted in Note 8, on August 23, 2013, the Corporation redeemed RUB 11.8 billion of the series 1 Ruble Bonds, resulting in the original swap being de-designated from the hedging relationship. Management decided not to designate 29% or RUB 4.1 billion of the original swap in any hedging relationship. On October 1, 2013, 54% or RUB 7.7 billion of the original swap together with two forward strips were designated as a cash flow hedge against a portion of the foreign exchange risk arising from the Series 2 semi annual ruble interest payments from October 1, 2013 to February 14, 2017 and the principal payment. On January 1, 2014, management de-designated this hedging relationship so that 54% of the original swap and the two forward strip contracts are no longer in a hedging relationship. As a result, a loss of $0.7 million was reclassified from other comprehensive income to finance expense. On September 18, 2013, the Corporation entered into a cross currency interest rate swap with a notional amount of RUB 455 million / $14.1 million (fixed at an exchange rate of $1.00 = RUB 32.2) to convert a portion of the Series 2 Ruble Bonds into a synthetic US dollar floating borrowing (3 month US LIBOR plus a spread of 5%). On October 1, 2013 this cross currency interest rate swap was designated as a fair value hedge to hedge a portion (RUB 455 million or a 100% hedge relationship) of the foreign exchange risk arising from the Series 2 semi-annual ruble interest payments and ruble principal amount due at maturity starting from October 1, 2013 to August 14, On January 1, 2014, management de-designated this hedging relationship so that this swap is no longer in a hedging relationship. As a result, a loss of $0.2 million was reclassified from the Ruble Bonds to finance expense. URANIUM ONE INC. Financial Statements 18

20 12 FAIR VALUE MEASUREMENT (continued) The following table illustrates the movement in the Ruble Bonds and the Swap, and the effect of the application of hedge accounting on the financial results. MARCH 31, 2014 SWAP (ASSET) LIABILITY (NOTE 12) CASH FLOW HEDGING RESERVE (NOTE 11) INCOME STATEMENT (LOSS) GAIN RUBLE BONDS (NOTE 8) Opening balance Interest accrued 10.5 (1.9) - (8.6) Interest received (paid) (17.8) Transaction costs, amortized (0.3) Fair value adjustment relating to hedged risk (0.2) De-designation of fair value of Ruble Bonds swap derivative reclassified to income statement (0.7) Realized fair value of Ruble Bonds swap derivatives reclassified to income statement - - (0.3) 0.3 Unrealized loss recognized in the income statement (44.0) Foreign exchange (41.2) Revaluation of the swaps (11.9) (0.4) Closing balance (23.7) DECEMBER 31, 2013 SWAP (ASSET) LIABILITY (NOTE 12) CASH FLOW HEDGING RESERVE (NOTE 11) INCOME STATEMENT (LOSS) GAIN RUBLE BONDS (NOTE 8) Opening balance (9.8) Issued Interest accrued 45.2 (12.4) - (32.8) Interest received (paid) (34.3) Repaid (359.4) Transaction costs, amortized (2.2) Fair value adjustment relating to hedged risk (0.2) Unrealized gain recognized in the income statement (0.1) Realized fair value reclassified to income statement - - (4.3) 4.3 Foreign exchange (33.8) (6.7) Revaluation of the swaps (34.9) (5.7) Closing balance (32.4) URANIUM ONE INC. Financial Statements 19

21 13 SEGMENTED INFORMATION Information reported to the Corporation s chief operating decision maker for the purposes of resource allocation and assessment of segment performance is primarily by operating mine or mineral property and its location. The following financial information is presented by operating segment and is reconciled to these condensed consolidated financial statements. The proportionate share of the Corporation's reportable operating segments is summarized in the table below: (a) PERIOD ENDED MARCH 31, 2014: REVENUES (1) OPERATING EXPENSE DEPRECIATION EXPLORATION EXPENSE NET FINANCE COSTS INCOME TAX (EXPENSE) / RECOVERY NET EARNINGS / (LOSS) Kazakhstan Akbastau Mine 17.1 (5.6) (6.1) - (0.4) (0.4) 1.5 Akdala Mine 13.1 (4.4) (2.6) - - (1.2) 6.0 South Inkai Mine 53.7 (21.6) (11.5) - (0.1) (3.1) 20.1 Karatau Mine 29.2 (7.6) (8.9) - (0.8) (3.4) 0.3 Zarechnoye Mine 4.9 (2.8) (2.3) - (0.6) 1.6 (5.5) Kharasan Mine - (0.1) (0.2) - (0.4) 2.5 (6.2) United States Willow Creek Mine - (1.9) (2.2) - (0.1) - (4.3) ISR projects (0.2) Conventional mining projects Australia Honeymoon Project (0.1) Corporate and other (2) (0.1) (20.6) (1.6) (48.0) Sub-total (4) (44.0) (33.8) (0.4) (22.9) (5.6) (34.2) Attributable to joint ventures (3) (108.8) Intercompany purchases from joint ventures 60.3 (60.3) (62.3) (2.3) (0.4) (20.6) (1.6) (34.2) (1) Excluding the Corporate and other segment, revenues represent the Corporation s proportionate share of sales from its operations. In addition, the gross profit of material sold by the Corporation is allocated back to the operations from which the material was sourced, above the sub-total line. The Corporation then eliminates its proportionate share of the joint ventures revenues. The cost of material sold by the Corporation which was sourced from its joint ventures is added back in the line described as intercompany purchases from joint ventures, in order to properly reflect revenue on a gross basis. (2) Corporate and other includes Toronto head office and other administrative offices. (3) Represents the elimination of the Corporation s proportionate share of the joint ventures revenues and related expenses. (4) The sub-total line captures the revenues and related expenses that management of the Corporation focuses on to monitor and evaluate performance of its business, and is consistent with the results that would be reported under proportionate consolidation accounting. URANIUM ONE INC. Financial Statements 20

22 13 SEGMENTED INFORMATION (continued) (b) PERIOD ENDED MARCH 31, 2013: REVENUES (1) OPERATING EXPENSE DEPRECIATION EXPLORATION EXPENSE NET FINANCE COSTS INCOME TAX (EXPENSE) / RECOVERY NET EARNINGS / (LOSS) Kazakhstan Akbastau Mine 9.5 (2.5) (2.8) - (0.7) (0.6) 2.7 Akdala Mine 13.1 (4.6) (2.9) - (0.1) (1.1) 4.6 South Inkai Mine 15.5 (4.9) (2.9) - - (0.6) 7.4 Karatau Mine 17.3 (4.9) (6.2) - (0.6) (1.0) 4.0 Zarechnoye Mine 7.2 (4.6) (3.4) - (0.8) 0.4 (1.3) Kharasan Mine (0.2) 0.1 (0.5) United States Willow Creek Mine - (1.7) (1.6) - (0.2) - (3.3) ISR projects (0.3) - - (0.1) Conventional mining projects (0.1) - - (0.3) Australia Honeymoon Project (2) (0.3) Corporate and other (3) (0.1) (14.5) (3.0) (22.7) Sub-total (5) 62.6 (23.2) (19.8) (0.8) (16.6) (5.8) (9.5) Attributable to joint ventures (4) (57.4) Intercompany purchases from joint ventures 17.6 (17.6) (19.3) (1.6) (0.8) (14.2) (3.0) (9.5) (1) Excluding the Corporate and other segment, revenues represent the Corporation s proportionate share of sales from its operations. In addition, the gross profit of material sold by the Corporation is allocated back to the operations from which the material was sourced, above the sub-total line. The Corporation then eliminates its proportionate share of the joint ventures revenues. The cost of material sold by the Corporation which was sourced from its joint ventures is added back in the line described as intercompany purchases from joint ventures, in order to properly reflect revenue on a gross basis. (2) The Honeymoon Project was placed on care and maintenance during the year ended December 31, (3) Corporate and other includes Toronto head office and other administrative offices. (4) Represents the elimination of the Corporation s proportionate share of the joint ventures revenues and related expenses. (5) The sub-total line captures the revenues and related expenses that management of the Corporation focuses on to monitor and evaluate performance of its business, and is consistent with the results that would be reported under proportionate consolidation accounting. URANIUM ONE INC. Financial Statements 21

23 13 SEGMENTED INFORMATION (continued) AS AT MARCH 31, 2014: MINERAL INTERESTS PROPERTY, PLANT TOTAL DEFERRED TAX TOTAL CAPITAL AND EQUIPMENT ASSETS LIABILITIES LIABILITIES ADDITIONS Kazakhstan Akbastau Mine Akdala Mine South Inkai Mine Karatau Mine Zarechnoye Mine Kharasan Mine United States Willow Creek Mine ISR projects Conventional mining projects Australia Honeymoon Project Corporate and other (1) Sub-total (2) 1, , , Attributable to joint ventures (1,463.2) (490.3) (223.3) (490.3) (9.5) , (1) (2) Corporate and other includes Toronto head office and other administrative offices. The sub-total line captures the assets and liabilities that management of the Corporation focuses on to monitor and evaluate performance of its business, and is consistent with the results that would be reported under proportionate consolidation accounting. AS AT DECEMBER 31, 2013: MINERAL INTERESTS PROPERTY, PLANT TOTAL DEFERRED TAX TOTAL CAPITAL AND EQUIPMENT ASSETS LIABILITIES LIABILITIES ADDITIONS Kazakhstan Akbastau Mine Akdala Mine South Inkai Mine Karatau Mine Zarechnoye Mine Kharasan Mine United States Willow Creek Mine ISR projects Conventional mining projects Australia Honeymoon Project Corporate and other (1) , Sub-total (2) 1, , , Attributable to joint ventures (1,754.2) (508.6) (272.5) (508.6) (107.7) , , (1) (2) Corporate and other includes Toronto head office and other administrative offices. The sub-total line captures the assets and liabilities that management of the Corporation focuses on to monitor and evaluate performance of its business, and is consistent with the results that would be reported under proportionate consolidation accounting. URANIUM ONE INC. Financial Statements 22