URANIUM PROSPECTS PLC

Transcription

1 URANIUM PROSPECTS PLC ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JANUARY 2009

2 CONTENTS pages Directors and advisors 2 Directors report 3-5 Statement of Directors responsibilities 6 Independent auditors report 7-8 Income statement 9 Balance sheet 10 Cash flow statement 11 Notes to the financial statements URANIUM PROSPECTS PLC 1

3 DIRECTORS AND ADVISERS DIRECTORS SECRETARY REGISTERED OFFICE AUDITOR CORPORATE ADVISOR SOLICITORS BANKERS REGISTRARS COMPANY S REGISTERED NUMBER Jukka Koski Loizos Yerolemou George Angeli Loizos Yerolemou Crown House 72 Hammersmith Road London W14 8TH BSG Valentine Lynton House 7-12 Tavistock Square London WC1H 9BQ Rivington Street Corporate Finance Limited 3 rd Floor, Henry Thomas House 5-11 Worship Street London EC2A 2BH Matthew Arnold & Baldwin 85 Fleet Street London EC4Y 1AE National Westminster Bank Plc 134 Aldersgate Street London EC1A 4LD Share Registrars Limited Craven House West Street Farnham Surrey GU9 7EN (England and Wales) URANIUM PROSPECTS PLC 2

4 DIRECTORS REPORT The Directors present their report and audited financial statements for the year ended 31 January PRINCIPAL ACTIVITIES The Company was first registered as Uranium Prospects Limited on 10 January 2007, the date of its incorporation. The Company was re-registered as a public company on 2 June 2007 and the Company s shares were admitted for trading on PLUS Markets on 27 July The principal activity of the Company in the period under review was that of investment either direct or through options in uranium exploration rights. REVIEW OF BUSINESS The results for the year and financial position of the Company are as shown in the annexed financial statements. Managing Director s statement These are challenging times for the mining industry and the global economy. The present difficulties encountered by many junior market companies seeking funding for their development programmes, have been and still are being experienced by Uranium Prospects Plc. The Company s main focus during the year was the fundraising of the summer 2008 exploration programme for the Grease River project. This was in accordance with the 1 August 2007 four years Option Agreement entered by CanAlaska Uranium Ltd, Yellowcake Plc and Uranium Prospects Plc. The funding commitments for the whole of the four year period amounting to Cdn$5.0 million was planned to be met by an annual phased inflow of fresh capital from investors encouraged by news releases of progress reports on the Grease River project s development. The funding commitments for the summer 2008 exploration expenditures were not met in full as per the Option Agreement. However, it was negotiated with CanAlaska Uranium Ltd that the Company will settle the balance together with the summer 2009 exploration budget during the spring of An entitlement offer launched by the Company in December 2008 and concluded in February 2009 proved unsuccessful. As a consequent alternative, we have been concentrating on attracting investment funds with placement offers, but although interest has been commonly aroused, definitive commitments have not been achieved. Post balance sheet events At the beginning of July 2009, as a result of the Company s inability to raise the adequate financing capital to meet the summer 2009 exploration program of Grease River the termination of the Option Agreement with CanAlaska Uranium Ltd was effected and thereby the Company s participation in the Grease River Project ended. At the time of writing this report, the Company has managed to achieve a private placement and debt restructuring which will enable the Board to undertake a complete review of the Company s activities. It is the focus of the existing Board to review the Company s activities, strengthen the Company s Balance Sheet and identify opportunities that offer the potential of enhancing shareholder returns. URANIUM PROSPECTS PLC 3

5 DIRECTORS REPORT (continued) I would like to take this opportunity to thank all shareholders in Uranium Prospects Plc for their ongoing support of the Company. I further wish to recognize and thank the Company s ex Board members, namely Marc Sale, Anthony Scutt and Mark Watson-Mitchell for their tireless efforts in trying to resolve our funding requirements in the past. Finally, I welcome the two new additions to the Board namely, Jukka Koski and George Angeli. Loizos Yerolemou Managing Director RESULTS FOR THE YEAR AND DIVIDENDS The loss for the year after taxation was 1,238,868 (2008: 189,342). This amount includes a provision to write off mineral exploration rights amounting to 1,074,162. The directors do not recommend the payment of a dividend. DIRECTORS The following directors have held office during the year: Mark Watson-Mitchell appointed 26 Mar 2007; resigned 18 Jun 2007; re-appointed 15 Aug 2007; resigned 26 November 2008 Marc Sale appointed 14 Jun 2007; resigned 21 July 2009 Loizos Yerolemou appointed 18 Jun 2007 Anthony Scutt appointed 31 Oct 2008; resigned 21 July 2009 Directors and their interests The Directors who served during the period and their interests, including beneficial interests, in the share capital of the Company as at 31 January 2009 were as follows: M Watson-Mitchell (see note below) Marc Sale Loizos Yerolemou Anthony Scutt Ordinary shares of 0.5p each 2008 Percentage 6.03% 3.38% 2.41% 0.18% 5,000,000 2,800,000 2,000, ,000 Note: Addworth Plc held Nil shares (2008: 9,950,200) ordinary shares of 0.5 pence each at 31 January M Watson-Mitchell is a director of Addworth Plc and he and his family interests hold 19.50% (2008: 19.55%) of the issued share capital of Addworth Plc. Yellowcake plc held 9,713,645 (2008: 9,713,645) ordinary shares of 0.5 pence each at 31 January M Watson-Mitchell is a director of Yellowcake Plc and he and his family interests hold 4.43% (2008: 4.46%) of the issued share capital of Yellowcake plc. Substantial shareholdings As at 31 January 2009, the Company has had disclosed to it the following substantial share interests exceeding 3% of the issued ordinary share capital: Jim Nominees Limited (*) ISI Nominees Limited Sunvest Corporation plc Prism Nominees Limited Mark Watson-Mitchell Winterflood Securities Limited Marc Sale Ordinary shares of 0.5p each 18,499,190 16,107,479 15,000,000 9,175,226 5,000,000 3,004,010 2,800,000 Percentage 22.30% 19.42% 18.08% 11.06% 6.03% 3.62% 3.38% (*) Jim Nominees Ltd includes the holding of Yellowcake Plc amounting to 9,713,645 shares representing 11.71% or the company. URANIUM PROSPECTS PLC 4

6 DIRECTORS REPORT (continued) PRINCIPAL RISKS AND UNCERTAINTIES The principal risks faced by the company are economic factors, fluctuations in exchange rates, and the ability to secure future investment. FINANCIAL RISK MANAGEMENT The principal current asset of the business is cash. Therefore the principal financial instruments employed by the Company are cash or cash equivalents and the Directors ensure that the business maintains surplus cash reserves to minimise liquidity risk. Interest rate risk The Company has interest bearing assets which include only cash balances which earn interest at a variable rate. The Directors will revisit the appropriateness of this policy should the Company s operations change in size or nature. CREDITOR PAYMENT POLICY The Company does not follow a code or standard on payment practice. Payment terms are normally agreed with individual suppliers at the time of order placement and are honoured, provided that goods or services are supplied within the contractual conditions. At the period end, the Company had creditor days of 43 (2008: 29). CORPORATE GOVERNANCE The Directors intend, in so far as is practicable given the Company s size and the constitution of the Board, to comply with the main provisions of the Combined Code: Principles of Corporate Governance and Code of Best Practice which is consistent with the recommendations on Corporate Governance of the Quoted Companies Alliance. The Directors intend to comply with rule 29 of the PLUS rules relating to Directors dealings as applicable to PLUS companies and will also take all reasonable steps to ensure compliance with Rule 46 by the Company s relevant employees. STATEMENT AS TO DISCLOSURE OF INFORMATION TO THE AUDITORS So far as each of the Directors is aware, there is no relevant information that has not been disclosed to the Company s auditors and each of the Directors believe that all steps have been taken that ought to be taken to make them aware of any relevant audit information and to establish that the Company s auditors have been made aware of that information. AUDITORS A resolution to reappoint BSG Valentine as auditors will be proposed at the next Annual General Meeting. Approved by the Board of Directors and signed on their behalf George Angeli Director Date: 31 July 2009 URANIUM PROSPECTS PLC 5

7 STATEMENT OF DIRECTORS RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS The directors are responsible fro preparing the financial statements in accordance with applicable laws and regulations. Company law requires the Directors to prepare financial statements for each financial period, which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing those financial statements, the Directors are required to: select suitable accounting policies and apply them consistently; make judgements and estimates that are reasonable and prudent; state whether applicable accounting standards have been followed, subject to any material departure disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. URANIUM PROSPECTS PLC 6

8 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF URANIUM PROSPECTS PLC We have audited the Uranium Prospects Plc financial statements on pages 9 to 20. These financial statements have been prepared under the accounting policies set out therein. This report is made solely to the company s members, as a body, in accordance with Section 235 of the Companies Act Our audit work has been undertaken so that we might state to the company s members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors Responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985, and whether, in our opinion the information given in the directors report is consistent with the financial statements. We also report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if the information specified by law regarding directors remuneration and other transactions is not disclosed. We read the Directors Report and consider the implications for our report if we become aware of any apparent misstatements within it. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the company s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. URANIUM PROSPECTS PLC 7

9 INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF URANIUM PROSPECTS PLC CONTINUED Opinion In our opinion: the financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of affairs of the company as at 31 January 2009 and of its loss for the period then ended; and the financial statements have been properly prepared in accordance with the Companies Act 1985; and the information given in the Directors Report is consistent with the financial statements. EMPHASIS OF MATTER - GOING CONCERN In forming our opinion, which is not qualified, we have considered the adequacy of the disclosures made in note 1 to the financial statements concerning the company's ability to continue as a going concern. The company incurred a net loss of 1,238,868 during the year ended 31 January 2009 and, at that date, the company's current liabilities exceeded its total assets by 334,419. These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern. BSG VALENTINE Lynton House Chartered Accountants 7-12 Tavistock Square & Registered Auditor London WC1H 9BQ 31 July 2009 URANIUM PROSPECTS PLC 8

10 PROFIT AND LOSS ACCOUNT For the period from 1 February 2008 to 31 January 2009 Notes Turnover - - Administrative expenses 3 (1,232,371) (191,553) Operating loss (1,232,371) (191,553) Interest received 6 1,767 3,852 Other interest payable 8 (8,264) (1,641) Loss on ordinary activities before taxation (1,238,868) (189,342) Tax on loss on ordinary activities Loss for the financial period (1,238,868) (189,342) Loss per share Basic and diluted 19 (1.68)p (0.53)p There are no dilutive instruments in issue. All of the Company s operations are classed as continuing. There were no gains or losses in the period other than those included in the above profit and loss account. The notes on pages 12 to 20 form part of these financial statements. URANIUM PROSPECTS PLC 9

11 BALANCE SHEET As at 31 January 2009 Notes Fixed assets Mineral property rights ,238 Current assets Debtors 11-25,672 Cash at bank 18 21,790 18,489 Total current assets 21,790 44,161 Current liabilities Amounts falling due within one year ,209 76,878 Net current liabilities (334,419) (32,716) Total (liabilities)/ assets (334,419) 754,521 Shareholders funds Equity Share capital , ,307 Share premium , ,556 Profit and loss account 14 (1,428,210) (189,342) Total equity (334,419) 754,521 The financial statements were approved by the Board of Directors on 31 July 2009 and were signed on its behalf by Loizos Yerolemou Managing Director The notes on pages 12 to 20 form part of these financial statements. URANIUM PROSPECTS PLC 10

12 CASHFLOW STATEMENT For the period from 1 February 2008 to 31 January 2009 Net cash outflow from operating activities Notes ,794 (161,988) Returns on investments and servicing of finance Interest received 1,767 3,852 Interest paid (8,264) - Capital expenditure Mineral property expenditure (286,924) (767,238) Cash outflow before financing (146,627) (925,374) Financing Issue of ordinary share capital 149, ,863 Increase in cash in the period 3,301 18,489 Cash at bank at the start of the period 18,489 - Cash at bank at the end of the period 18 21,790 18,489 The notes on pages 12 to 20 form part of these financial statements. URANIUM PROSPECTS PLC 11

13 NOTES TO THE FINANCIAL STATEMENTS For the year ended 31 January Accounting policies The financial statements have been prepared in accordance with applicable accounting standards (UK Generally Accepted Accounting Practice). A summary of the more important accounting policies adopted are set out below: Basis of accounting The financial statements have been prepared under the historical cost convention and on a going concern basis. Going concern The company is dependant on the continuing financial support from Jukka Koski who is the Company s current Executive Chairman, and IdeVest Oy who is a Finnish company and currently a significant shareholder of the Company. They have confirmed that they will continue to provide financial assistance to the company for a minimum of 12 months from the approval of these financial statements. Based on this the directors are therefore of the opinion that it is appropriate to prepare the financial statements on a going concern basis. Deferred taxation Deferred taxation is provided for on a full provision basis on all timing differences, which have arisen but not reversed at the balance sheet date. Deferred tax assets are recognised to the extent that they are recoverable, that is, on the basis of all available evidence it is more likely than not that there will be sufficient taxable profits from which the future reversal of the underlying timing differences can be deducted. Any assets and liabilities recognised have not been discounted. Mineral property rights The Company is funding the exploration of mineral properties which as yet have not been proven to contain commercially exploitable ore reserves. Expenditures on mineral exploration and development are capitalised on an individual project basis, and are carried at cost until such time as an economic ore deposit is defined, or the project is determined by management to be impaired. The recoverability of the amounts capitalised for mineral property rights is dependent on the determination of economically recoverable ore reserves, confirmation of the Company s interest in the underlying mineral claims, the ability to obtain the necessary financing to complete their development, and future profitable production or proceeds from the disposition thereof. Equity Called up share capital is recorded on the balance sheet at the nominal value of shares issued. Proceeds received in excess of the nominal value of shares are recorded in the share premium account after deducting only any directly attributable issue costs. Financial instruments The company uses a limited number of financial instruments, comprising cash, and various items such as trade receivables and payables, which arise directly from operations. 2. Segmental reporting As the Company had no turnover an analysis of turnover by segment cannot be provided. The Company s activities are carried out in the United Kingdom, Europe and Canada. For the year ended 31 January 2009 the Company had only one activity, that being an investor in the uranium exploration sector. URANIUM PROSPECTS PLC 12

14 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Operating loss is stated after charging Administration expenses Directors fees 69,228 38,574 Directors compensation for loss of office 18,000 - Directors expenses 5,822 1,152 Marketing Audit and tax fees (note 7) 2,424 7,638 Flotation expenses - 115,293 Professional fees 60,761 28,245 Mineral property rights expenditure written off 1,074,162 - Other 1, Employee information 1,232, ,553 The average number of persons, including directors, employed by the Company during the period was as follows: Number Number Administration 1 1 Staff costs for the above persons were: Salaries - 14,000 Social security costs - 1,402-15, Directors remuneration All directors: Salaries - 14,000 Compensation for loss of office 18,000 - Fees 69,228 23,172 Aggregate remuneration 87,228 37, Interest received Bank interest 1,767 3, Auditors remuneration Audit services 4,187 5,875 Services related to taxation (1,763) 1,763 2,424 7, Finance costs Other interest payable 8,264 1,641 URANIUM PROSPECTS PLC 13

15 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Taxation Tax reconciliation Loss on ordinary activities before tax (1,238,868) (189,342) Loss on ordinary activities multiplied by corporation tax rate for the period of 20% (2008: 19.83%) (247,774) (37,553) Adjustments for the effects of: Expenses not deductible for tax purposes 22,862 Trading losses not utilised 247,774 14,691 Tax charge for the period - - The Company has an unrecognised deferred tax asset of 262,583 (2008: 14,691) relating to trading losses not utilised. The deferred tax asset has not been recognised in the financial statements due to the uncertainty surrounding its recoverability. 10. Mineral property rights The Company operates in one industry segment, being exploration. Details on a geographic basis at 31 January 2009 are as follows: Canada Sweden Total Brought forward 740,151 47, ,238 Additions 263,725 23, ,924 Provision to write off (1,003,876) (70,286) (1,074,162) Carried forward Debtors Other debtors (note 21) - 25,000 Prepayments and accrued income , Creditors: amounts falling due within one year Trade creditors 54,450 34,886 Taxation and social security - 1,625 Accruals 4,313 8,726 Loans from related parties 297,446 31, ,209 76,878 URANIUM PROSPECTS PLC 14

16 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Share capital Authorised 200,000,000 ordinary shares of 0.5p each 1,000,000 1,000,000 Allotted, called up and fully paid 82,956,207 (2008: 66,861,662) ordinary shares of 0.5p each 414, ,307 On 11 June 2008, the Company issued 5,454,545 ordinary shares of 0.5 pence each for a total consideration of 120,000. On 3 July 2008, the Company issued 3,000,000 ordinary shares of 0.5 pence each for a total consideration of 66,000. On 18 August 2008, the Company issued 640,000 ordinary shares of 0.5 pence each for a total consideration of 8,000. On 2 September 2008, the Company issued 1,600,000 ordinary shares of 0.5 pence each for a total consideration of 20,000. On 10 December 2008, the Company issued 5,400,000 ordinary shares of 0.5 pence each for a total consideration of 54, Reserves Share Premium account Profit & loss account Total Balances as at 1 February ,556 (189,342) 420,214 Premium on shares issued 187, ,526 Share issue costs (118,072) - (118,072) Loss for the period - (1,238,868) (1,238,868) 679,010 (1,428,210) (749,200) 15. Reconciliation of movements in equity shareholders funds Loss for the financial period (1,238,868) (189,342) Proceeds of share issues during the period net of expenses 149, ,863 (1,088,940) 754,521 Opening shareholders funds 754,521 - Closing shareholders funds (334,419) 754, Reconciliation of operating loss to net cash outflow from operating activities Operating loss before interest and tax (1,232,371) (191,553) Mineral rights expenditure written off 1,074,162 Decrease/ (Increase) in debtors 25,672 (25,672) Increase in creditors 279,331 55,237 Net cash inflow from operating activities 146,794 (161,988) URANIUM PROSPECTS PLC 15

17 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Reconciliation of net cash flow to movement in net funds Increase in cash for the period 3,301 18,489 Net funds at 31 January ,489 18,489 Net funds at 31 January , Analysis of net funds At 31 January 2008 Cash flow At 31 January 2009 Cash at bank 18,489 3,301 21,790 18,489 3,301 21, Loss per share The basic loss per share is based upon a loss of 1,238,868 (2008: 189,342) and the weighted average number of shares of 73,855,099 (2008: 35,825,763) in issue during the period. There are no potentially dilutive instruments in issue during the period. 20. Financial instruments The Company s financial instruments consist of cash, accounts and advances receivable, accounts payable and accrued liabilities and amounts due to related parties that arise directly from its operations. The main purpose of these financial instruments is to provide working capital to the Company. The Company s policy is to obtain the highest rate of return on its cash balances, subject to having sufficient resources to manage the business on a day to day basis and not expose the Company to unnecessary risk of default. Unless otherwise noted, it is management s opinion that the Company is not exposed to significant interest, currency or credit risk arising from the financial instruments. The fair value of cash, accounts and advances receivable, accounts payable, accrued liability, and due to related parties approximates their carrying values, due to their short term maturity or capacity of prompt liquidation. Interest rate risk Financial assets Financial assets comprise cash at bank, which are held in sterling. At 31 January 2009 sterling deposits at the bank attracted interest at the rate of 0.10% (2008: 5.11%) per annum. URANIUM PROSPECTS PLC 16

18 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Related party transactions Addworth Plc During the period the following transactions were made between the Company and Addworth Plc: Consultancy fees and expenses pursuant to a corporate services agreement dated 29 June ,150 15,031 This agreement was terminated on 31 October Services rendered in connection to Company s admission to PLUS. These services were one-off. - 17,625 Loan interest charged 1, Total charges to the Company by Addworth Plc 22,506 33, During the period Addworth Plc made the following loans to the Company: Balance as at 1 February Loan Advances 85,306 65,000 Loan Repayments (26,765) (65,000) Loan Interest 1, Balance as at 1 February 60, The loan of 60,654 (2008: 757) is included under Loans from related parties in note 12. and bears interest of 9% per annum. At the beginning of the period Addworth Plc held 9,950,200 ordinary shares in the Company. During the period Addworth plc disposed all of its holding in the Company. As at 31 January 2009, Addworth Plc held no shareholdings in the Company. Mark Watson-Mitchell, who was a director of the Company till 26 November 2008, is a director of Addworth plc. SQC Research Ltd During the period the Company was charged 1,052 (2008: 4,208), in respect of Consultancy fees and expenses pursuant to an investor relations services agreement dated 22 November This agreement was terminated on 31 October Mark Watson-Mitchell who was a director of the Company till 26 November 2008, is a director and holder of 100% of the equity of SQC Research Limited.. Corporate Liaison Ltd During the period the Company was charged Nil (2008: 35,250), in respect of services rendered in connection to Company s admission to PLUS. Mark Watson-Mitchell who was a director of the Company till 26 November 2008, is a director and holder of 75% of the equity of Corporate Liaison Limited. Midas Equities Ltd (Formerly known Spore Cake Ltd ): During the period the Company was charged 31,773 (2008: 5,327), in respect of director s fees and expenses by Midas Equities Ltd. Loizos Yerolemou is a director and holder of 100% of the equity of Midas Equities Ltd URANIUM PROSPECTS PLC 17

19 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Related party transactions (continued) Yellowcake Plc During the period the following transactions were made between the Company and Yellowcake Plc: Services rendered in connection with claims in Sweden - 20,000 Loan interest charged 6, Total charges to the Company by Yellowcake Plc 6,908 20, During the period Yellowcake Plc made the following loans to the Company: Balance as at 1 February 30,884 - Loan Advances 199,000 75,000 Loan Repayments - (45,000) Loan Interest 6, Balance as at 1 February 236,792 30, The loan of 236,792 (2008: 30,884) is included under Loans from related parties in note 12 and bears interest of 9% per annum. At the beginning of the period Yellowcake Plc held 9,713,645 ordinary shares in the Company. During the period Yellowcake Plc disposed none of its holding in the Company. As at 31 January 2009, Yellowcake Plc held 9,713,645 ordinary shares in the Company. Mark Watson-Mitchell who was a director of the Company till 26 November 2008, is a director of Yellowcake Plc. Equity Investors Ltd (Formerly known Plus Investors Ltd : Pursuant to an agreement dated 3 December 2007, the Company lent 25,000 to Equity Investors Limited In accordance with the agreement, the loan bears interest at 9% per annum, and may at the Company s option, be repaid in cash or in shares. It is repayable on demand at any time after 3 June Pursuant to an assignment agreement dated 11 September 2008 the Company assigned the whole amount due, inclusive of interest, amounting to 26, from Equity Investors Limited to Addworth Plc. The amount of 26, was treated as an Addworth Plc loan repayment. During the period there were no other transactions between the Company and Equity Investors Ltd. As at 31 January 2009, the amount due from Equity Investors Ltd was Nil (2008: 25,000) and is included under other debtors in note 11. Mark Watson-Mitchell who was a director of the Company till 26 November 2008, is a director of both Addworth Plc and Equity Investors Ltd. URANIUM PROSPECTS PLC 18

20 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Post balance sheet events On 4 February 2009, the Company issued 2,475,000 ordinary shares of 0.5 pence each for a total consideration of 12,375. On 6 April 2009, the Company issued 10,320,624 ordinary shares of 0.5 pence each for a total consideration of 51,603. On 1 July 2009, as a result of the Company s inability to raise the adequate financing capital to meet the summer 2009 exploration program of Grease River the termination of the Option Agreement with CanAlaska Uranium Ltd was effected and thereby the Company s participation in the Grease River Project ended. On 24 July 2009, the Company has agreed a private placing with Finnish Investment Company IdeVest Oy, controlled by Samuli Maenpaa and Finnish entrepreneur Jukka Koski. IdeVest Oy and Jukka Koski, each have subscribed for 1,000,000 new ordinary shares at a price of 0.5 pence per share. This resulted in an issue of 2,000,000 ordinary shares of 0.5 pence each for a total consideration of 10,000. On 24 July 2009, IdeVest Oy and Jukka Koski have been assigned the loan from Yellowcake Plc and agreed to alter the loan note into convertible loan notes of 1 each, worth 245,700. Each Loan Note is capable of being converted at the discretion of the Loan Note holder to 200 shares at a conversion price of 0.5 pence per share. As part of the agreement, IdeVest Oy and Jukka Koski have agreed to settle part of the loan worth 200,000 and convert this amount to new ordinary shares in the Company. As a result, the Company has issued 20,000,000 new ordinary shares to IdeVest Oy and a further 20,000,000 new ordinary shares to Jukka Koski. This results in a total share issue of 40,000,000 ordinary shares at par value of 0.5 pence and with a total loan part settlement amounting to 200,000. IdeVest Oy and Jukka Koski have proceeded to the settlement of the remainder of the loan amounting to 45,700 via the issue of two convertible loan notes of 1 each, worth 22,850 each. Each Loan Note is capable of being converted at the discretion of the Loan Note holder to 200 shares at a conversion price of 0.5 pence per share. The terms of each of the two convertible loan notes are as follows: a. the Company having the sufficient relevant authorities to allot and issue Ordinary Shares required by sections 80 and 95 of the Act; b. the number of Ordinary Shares to be issued to a noteholder on conversion does not result in such noteholder (when aggregated with his interests in existing issued Ordinary Shares), being required to make a mandatory bid for all of the Ordinary Shares in the Company under the rules set out in the City Code and most particularly under Rule 9 of the City Code or any equivalent provision which amends or replaces Rule 9 of the City Code; unless a waiver has been granted by the Takeover Panel. c. the loan can be converted into 4,570,000 Ordinary Shares at par value which is 0.5 pence within two years from the date of issue. On 24 July 2009, the Company issued 3,085,444 ordinary shares of 0.5 pence each for a total consideration of 15, On 24 July 2009, the Company issued a warrant certificate which entitles the holder with 2,000,000 company ordinary shares at par value with exercise price of 0.5 pence and exercise period being two years from date of issue. URANIUM PROSPECTS PLC 19

21 NOTES TO THE FINANCIAL STATEMENTS (continued) For the year ended 31 January Post balance sheet events (continued) On 24 July 2009, the Company issued Addworth Plc 6,000,000 ordinary shares at par value of 0.5 pence each. This resulted in the settlement of 30,000 of the 62,950 owed to Addworth Plc as at the date of settlement. IdeVest Oy and Jukka Koski have been assigned the remainder loan of 32,950 from Addworth Plc and proceeded to its settlement via the issue of two convertible loan notes of 1 each, worth 16,475 each. Each Loan Note is capable of being converted at the discretion of the Loan Note holder to 200 shares at a conversion price of 0.5 pence per share. The terms of each of the two convertible loan notes are as follows: a. the Company having the sufficient relevant authorities to allot and issue Ordinary Shares required by sections 80 and 95 of the Act; b. the number of Ordinary Shares to be issued to a noteholder on conversion does not result in such noteholder (when aggregated with his interests in existing issued Ordinary Shares), being required to make a mandatory bid for all of the Ordinary Shares in the Company under the rules set out in the City Code and most particularly under Rule 9 of the City Code or any equivalent provision which amends or replaces Rule 9 of the City Code; unless a waiver has been granted by the Takeover Panel. c. the loan can be converted into 3,295,000 Ordinary Shares at par value which is 0.5 pence within two years from the date of issue. URANIUM PROSPECTS PLC 20