TIDMOSU
Orsu Metals Corporation Interim Results for the Six Months Ended June 30, 2011 (Unaudited)
FOR: ORSU METALS CORPORATION
AIM, TSX SYMBOL: OSU
August 11, 2011
Orsu Metals Corporation Interim Results for the Six Months Ended June 30, 2011 (Unaudited)
LONDON, UNITED KINGDOM--(Marketwire - Aug. 11, 2011) - Orsu Metals Corporation ("Orsu" or the "Company" or the
"Group"), the dual listed (TSX:OSU)(AIM:OSU) London-based precious and base metals exploration and development
company today reports its unaudited results for the period ended June 30, 2011.
A full Management's Discussion and Analysis of the results for the period ended June 30, 2011 ("MD&A") and
Consolidated Financial Statements ("Financials") will soon be available on the Company's profile on SEDAR
(www.sedar.com) or on the Company's website (www.orsumetals.com). Copies of the MD&A and Financials can be also
be obtained upon request to the Company Secretary.
The Financials for the interim period ended June 30, 2011 have been prepared under in accordance with
International Financial Reporting Standards ("IFRS").
All amounts are reported in United States Dollars unless otherwise indicated. Canadian Dollars are referred to
herein as CAD$ and British Pounds Sterling are referred to as GBP.
The following information has been extracted from the MD&A and the Financials. Reference should be made to the
complete text of the MD&A and the Financials.
BUSINESS REVIEW OF THE THREE MONTHS ENDED JUNE 30, 2011
For the three months ended June 30, 2011 the Company was able to complete key operational and financial
objectives in which the Company continued to focus on its principle exploration project, the Karchiga Project,
and achieved key milestones including the following:
=- The Company received permission from the Ministry of Industry and New
Technologies (MINT) of Kazakhstan to commence mineral extraction for
copper;
=- The Company received results of the final metallurgical test work
undertaken on the oxide mineral resource and the sulphide mineral
resource from the Central and North. The results from the sulphide test
work showed indicated copper recoveries of 91.59% and 96.2% with copper
concentrate grades of 21.6% and 24.15% for the Karchiga North East
sulphide and Karchiga Central Oxide lodes respectively. The test work
from the oxide mineral resource showed indicated copper recoveries of
69% and 98% of leachable material being recovered over a period of 104
days (see "Operational Review" - "Karchiga Copper Project Kazakhstan");
=- The Company received updated pit constrained mineral resource estimates
for the Karchiga Project prepared by SRK Consulting (UK) Limited ("SRK")
which showed indicated mineral resources of 7.1 million tonnes with
mineralization grading of 1.85% copper for 131,860 tonnes of contained
copper and inferred mineral resources of 1.2 million tonnes with
mineralization grading 1.68% copper for 19,860 tonnes of contained
copper (see "Operational Review" - "Karchiga Copper Project Kazakhstan")
and,
=- As a result of the positive metallurgical test results for the oxide
mineral resource the Company announced that it would undertake an
additional oxide drilling program with the objective of converting the
oxide resource (previously considered to be waste) into a mineral
reserve and to be included into the Karchiga Definitive Feasibility
Study.
=- In addition to the oxide drilling the Company has also announced that it
will carry out in the time available this year a limited additional
sulphide drilling program on the North East Lode to increase tonnage in
the indicated mineral resource (see "Operational Review" - "Karchiga
Copper Project Kazakhstan").
During the three months to June 30, 2011 the Company reported net income of $2.0 million. In April the Company
completed the acquisition of the remaining 26.1% of Eildon Enterprises Limited ("Eildon"), which owns 94.75% of
GRK MLD LLC ("GRK") the holder of the exploration license for the Karchiga Project for a cash consideration of
$6,187,500 (the "Karchiga Acquisition").
In July 2011, the Company reached an agreement with OJSC Polymetal ("Polymetal") for the early and final
settlement for its deferred consideration entitlement under the for $5.5 million cash to be received by the end
of September 2011 pursuant to the terms of the sale and purchase agreement date June 13, 2009 (the "SPA) and
recorded the transaction in the financial statements as at June 30, 2011.
QUARTER HIGHLIGHTS
=- April 2011 - the Company announced that, pursuant to a sale and purchase
agreement entered into on May 20, 2010 (the "Karchiga SPA"), it had
increased its interest in the Karchiga Project to 94.75% by completing
the acquisition of the remaining 26.1% interest in its indirect
subsidiary, Eildon, which owns 94.75 per cent of GRK, for a cash
consideration of $6,187,500.
=- April 2011 - the Company announced that it had received permission from
the MINT to commence mineral extraction for copper at the Karchiga
Project.
=- April 2011 - the Company announced the results of final metallurgical
test work, which was carried out by the Eastern Research Institute for
Base Metals ("VNIITsvetMet") based in Ust-Kamenogorsk, Kazakhstan, under
the direction of SRK Consulting (UK) Limited ("SRK") as part of the
ongoing definitive feasibility study for the Karchiga Project (the
"Karchiga Definitive Feasibility Study"). Please see "Operational Review
- Karchiga Copper Project, Kazakhstan" of the Company's MD&A for further
information.
=- May 2011 - the Company announced updated pit-constrained mineral
resource estimates for its Karchiga Project, prepared by SRK as part of
the ongoing Karchiga Definitive Feasibility Study. Please see
"Operational Review - Karchiga Copper Project, Kazakhstan" of the
Company's MD&A for further information.
POST QUARTER HIGHLIGHTS
=- July 2011 - the Company announced the commencement of 1,700m infill
drilling of the Karchiga Central Oxide and an additional 2,000m infill
drilling of the Karchiga North East Sulphide as part of the Karchiga
Definitive Feasibility Study.
=- July 2011 - the Company announced that it has reached an agreement (the
"Deferred Consideration Agreement") with Polymetal to receive $5.5
million in cash by the end of September 2011 as early and final
settlement of its outstanding deferred consideration entitlement,
pursuant to the terms of the SPA.
OPERATIONAL REVIEW
The Company's principal and most advanced exploration project is the property comprising a 47.3km2 licence area
in eastern Kazakhstan containing the Karchiga volcanogenic massive sulphide ("VMS") deposit (the "Karchiga
Project"), which is part of the Rudny Altai polymetallic belt. The Company's other principal exploration asset
is its property in northwest Kyrgyzstan, which is comprised of four licence areas within the Tien Shan gold
belt of north western Kyrgyzstan: the Taldybulak, Barkol, Korgontash and Kentash licences (collectively, the
"Talas Project"). Approximately 100km to the south west of the Talas Project is the Akdjol-Tokhtazan licence
area comprising the Akdjol and Tokhtazan licences (the "Akdjol-Tokhtazan Project").
KARCHIGA COPPER PROJECT, KAZAKHSTAN
2011 Exploration Programme
In light of the positive heap leach metallurgical test results for the oxide mineral resources and the
increased (pit-constrained) mineral resource estimates, the Company believes there is the potential for
including the Karchiga Central Oxide into the Karchiga Definitive Feasibility Study and for upgrading the
inferred mineral resource estimate into an indicated mineral resource estimate for the Karchiga North East
Sulphide, which is expected to maximize the additional value from the Karchiga Project.
Comparison with Previous Pit-Constrained Estimates
The table below shows a comparison between the SRK 2011 Mineral Resource Estimates and previously reported
mineral resource estimates in the Karchiga Scoping Study, both pit-constrained. The cut-off grade of 0.34%
copper used in the mineral resource estimates in the Karchiga Scoping Study was back-calculated based on the
economic parameters used in the Karchiga Scoping Study and shown in the table below. It should be noted that
the SRK 2011 Mineral Resource Estimates are reported without dilution and loss, while the mineral resource
estimates contained in the Karchiga Scoping Study were reported allowing for 5% mining loss and 5% mining
dilution.
Comparison of Pit-Constrained Mineral Resource Estimates for the Karchiga Project
=---------------------------------------------------------------------------
Indicated Mineral Resources
=---------------------------------------------------------------------------
Cut-
Effec- off Grade Metal
tive Cu Tonnes Cu Metal Cu
Estimate Date (%) Lode Type (Mt) (%) Cu (t) (Mlb)
=---------------------------------------------------------------------------
Central &
May 6, North
SRK 2011 2011 0.34 East Sulphide 7.1 1.85 131,789 290.5
=---------------------------------------------------------------------------
Central &
May 25, North
Micon 2010 2010 0.34 East Sulphide 6.5 1.97 127,804 281.7
=---------------------------------------------------------------------------
=---------------------------------------------------------------------------
Inferred Mineral Resources
=---------------------------------------------------------------------------
Cut-
Effec- off Grade Metal
tive Cu Tonnes Cu Metal Cu
Estimate Date (%) Lode Type (Mt) (%) Cu (t) (Mlb)
=---------------------------------------------------------------------------
May 6, North
SRK 2011 2011 0.34 East Sulphide 1.2 1.68 19,849 43.8
=---------------------------------------------------------------------------
May 25, North
Micon 2010 2010 0.34 East Sulphide 1.1 1.71 18,810 41.5
=---------------------------------------------------------------------------
Additional Oxide Drilling Program 2011
The table below shows results from locked cycle tests performed on the Central and North East Composites from
the Central and North East lodes, respectively, and the respective potential pits of the Karchiga deposit. The
Central Composite is a blend of 15% massive and 85% disseminated mineralizations, whereas the North East
Composite is a blend of 25% massive and 75% disseminated mineralizations.
Locked cycle test for the Central and North East Composites
=---------------------------------------------------------------------------
% Cu % Zn g/t
% Mass of Grade in Grade in Au in % Cu % Zn % Au
Mineral- Concen- Concen- Concen- Reco- Reco- Reco-
Lode ization trate trate trate very very very
=---------------------------------------------------------------------------
Central 10.34 24.15 1.28 0.34 96.20 73.97 28.18
=---------------------------------------------------------------------------
North East 9.98 21.60 7.20 1.65 91.59 86.93 54.95
=---------------------------------------------------------------------------
In July 2011, the Company announced the commencement of a 1,700 m drilling programme at the Karchiga Central
Oxide. As reported by the Company in the Karchiga Technical Report on March 22, 2010, the Karchiga Central
Oxide has an indicated mineral resource of 0.93Mt mineralization (at 0.5% Cu cut-off) grading 1.39% Cu and
containing 12,868 t Cu. However, due to its relatively small tonnage, the Karchiga Central Oxide mineral
resource estimate was not included in the economic evaluations contained in the Karchiga Scoping Study. The
Karchiga Scoping Study proposed that the mineralized oxide material be mined as waste material during the first
years of operation at the Central lode to allow access to its sulphide material. However, taking into account
current copper prices and the positive results of the recent metallurgy test work, Orsu believes that there is
potential for the Karchiga Central Oxide material to be treated economically via heap leaching, and therefore
potentially represents an important uplift in the economic value of the Karchiga Project. As a result of the
inclusion of the oxide mineralisation, the Company expects the Karchiga Definitive Feasibility Study to be
completed in November 2011.
Additional Sulphide Infill Drilling Program
A 2,000m infill drilling programme in the Karchiga North East Sulphide was commenced in July, 2011 and aims to
convert between 0.5Mt and 1Mt of sulphide mineralization from inferred to indicated mineral resource
categories. The Company expects that the 2,000m infill drilling programme will be completed in August 2011 and
that final assays will be received in September 2011. The Company anticipates new resource modeling and reserve
optimization will be performed thereafter.
Karchiga Feasibility Study program and expenditure to completion
The Company originally estimated 2011 expenditure on the Karchiga Definitive Feasibility Study of $4.1 million,
but due to increased resource drilling work covering the additional oxide and sulphide drilling programme
mentioned above, the Company now expects to incur expenditure of $6.4 million for 2011, which it expects to
fund from its available cash. As at June 30, 2011, the Company had incurred expenditure of $1.8 million
relating to the Karchiga Definitive Feasibility Study.
The milestones for the Karchiga Definitive Feasibility Study are expected to be:
=- Q2 2011 - finalisation of the metallurgical flow sheet (completed);
=- Q2 2011 - updated NI 43-101 mineral resource, incorporating 2010
drilling results (completed);
=- Q3 2011 - Finalisation of metallurgical flow sheet for oxide heap
leaching;
=- Q3 2011 - Completion of oxide and sulphide drilling programs;
=- Q3 2011 - Completion of geological remodelling with the inclusion of the
results from the new drilling;
=- Q3 2011 - start of detailed mine design;
=- Q4 2011 - completion of the locally commissioned Kazakh Feasibility
Study and submission for approval;
=- Q4 2011 - review of the Karchiga Project financing options;
=- Q4 2011 - completion of the Karchiga Definitive Feasibility Study;
=- Q1 2012 - approval of the Kazakh Definitive Feasibility Study and;
=- Q2 2012 - start of construction.
TALAS COPPER-GOLD-MOLYBDENUM PROJECT, KYRGYZSTAN
Exploration Programme
Pursuant to the joint venture agreement dated December 3, 2008, as amended on August 14, 2009, between the
Company, Gold Fields Orogen Holding BVI ("Gold Fields"), Lero, Kami Associates Limited (the "JV Company") and
Talas Copper Gold LLC ("TCG") (the "JV Agreement"), Gold Fields is the project operator for the Talas Project.
Pursuant to the JV Agreement Gold Fields has a 60% interest in the Talas Project and is the project operator
and the Company retains a 40% in the Talas Project.
For the Talas Project, Orsu and Gold Fields have approved a 2011 exploration programme and expenditure budget
of $3.6 million. As per the terms of the JV Agreement, the Company is required to fund its 40% pro rata share
of approximately $1.4 million. The majority of the licence expenditures are expected to be incurred in
connection with environmental, social, metallurgical and resource studies, as well as a ground magnetic survey
at the Taldybulak licence. As at June 30, 2011 the Company had contributed $364,000 of its 40% share of
expenditure.
AKDJOL-TOKHTAZAN PROJECT, KYRGYZSTAN
Progress update of the Akdol-Tokhtazan Project
In July 2011, the Company initiated a ground magnetic survey programme at the Akdjol-Tokhtazan Project. The
programme is designed to complete mapping of the magnetic anomalies. The results are expected to help in
interpretation of structural controls of gold mineralisation in the project area. The Company plans to
undertake, in the third quarter of 2011, a drilling programme consisting of 2,200 m of drilling at the
Tokhtazan licence and 600 m of drilling at the Akdjol licence. In order to complete the planned drilling
program the Company has estimated potential drilling costs of $659K for the Tokhtazan licence and $91K for the
Akdjol licence to meet the obligations which will be funded from the Company's available funds.
FINANCIAL RESULTS FOR THE THREE MONTHS ENDED JUNE 30, 2011
For the three months ended June 30, 2011 the Company recorded net income of $2.0 million.
The net income of $2.0 million consisted of deferred consideration of $1.9 million and unrealized derivative
gains of $2.5 million, partially offset by administrative costs of $0.8 million, legal and professional
expenses of $0.3 million, exploration costs of $1.1 million, a stock-based compensation charge of $0.1 million
and the Company's share of the Talas Joint Venture losses of $0.1 million (see "Financial Review" section of
the Company's MD&A for details).
In July 2011, the Company entered into the Deferred Consideration Agreement, pursuant to which the Company is
to receive $5.5 million in cash from Polymetal by the end of September 2011 as early and final settlement of
its outstanding deferred consideration entitlement, pursuant to the SPA relating to the sale of the
Varvarinskoye Project. As a result, the Company has recorded deferred consideration income of $1.9 million in
the three months ended June 30, 2011.
In respect of the Company's cash flows, cash and cash equivalents decreased $8.8 million from $19.6 million as
at December 31, 2010 to $10.8 million as at June 30, 2011. The decrease of $8.8 million was due primarily to
the Karchiga Acquisition for approximately $6.2 million, exploration expenditure primarily for the Karchiga
Project of $1.7 million, corporate expenditure of $2.3 million and Orsu's pro-rata funding for the Talas
Project of $0.4 million, partially offset by deferred consideration received of $1.5 million and royalty income
in respect of the Company's investment in the Tasbulat Oil Corporation of $0.3 million.
FINANCIAL POSITION AS AT JUNE 30, 2011 AND DECEMBER 31, 2010
As at June 30, 2011, the Company's net assets were $37.9 million, compared with $40.4 million as at December
31, 2010, of which $10.8 million consisted of cash and cash equivalents ($19.6 million as at December 31,
2010).
The decrease of $2.5 million was due to the Karchiga Acquisition of $6.2 million, the Company's 40% share of
losses in the Talas Joint Venture of $0.4 million and corporate and exploration expenditure of $3.7 million
partially offset by a $5.9 million decrease in derivative warrant liabilities and deferred consideration income
of $1.9 million.
In accordance with IFRS, IAS 27, the Company has accounted for the Karchiga Acquisition as a change in a non-
controlling interest and as such has attributed the cost, $6,187,500, to the shareholders of the Company (see
"Consolidated Statements of Changes in Equity" of the Company's unaudited financial statements as at June 30,
2011).
A summary of the carrying value of the Company's equity investment in the Talas Joint Venture as at June 30,
2011 is set out below:
$000s
Fair value of equity investment as at January 1, 2011 10,221
Funding provided by the Company during the six months ended June
30, 2011 364
Less: Company's 40% share of operating losses for the six months
ended June 30, 2011 (443)
---------
Fair value of equity investment as at June 30, 2011 10,142
---------
---------
LIQUIDITY AND CAPITAL RESOURCES
As at June 30, 2011 the Company's main source of liquidity was unrestricted cash of $10.8 million, compared
with $19.6 million as at December 31, 2010.
The Company measures its consolidated working capital as comprising free cash, accounts receivable, prepayments
and other receivables, less accounts payable and accrued liabilities. As at June 30, 2011, the Company's
consolidated working capital was $16.8 million (compared with a consolidated working capital of $21.5 million
as at December 31, 2010.
The Company's working capital needs as at June 30, 2011 included the maintenance of the Company's interests in,
and the further exploration and the development of, the Company's mineral properties in Kyrgyzstan (minimum
license expenditure obligations of approximately $2.2 million for 2011), the completion of the Karchiga
Definitive Feasibility Study (budgeted expenditures of approximately $6.4 million for 2011), and the funding of
general corporate expenses (budgeted expenditures of approximately $4.2 million for 2011). The Company also
expects the receipt of $5.5 million in cash by the end of September 2011 from the Deferred Consideration
Agreement which it expects to use towards its working capital requirements as well as the contribution towards
the pursuit of future growth opportunities (which may include acquiring one or more additional assets), if and
when such opportunities arise.
The future advancement, exploration and development of the Company's properties, including continuing
exploration and development projects, and the construction of mining facilities and commencement of mining
operations, if any, will require substantial additional financing in the future. To the extent that such
funding is required in the future, the Company expects that it would try to raise such funding through debt and
equity financing if and when required. Whilst the Company has been successful in raising debt and equity
financing in the past, the Company's ability to raise additional debt and equity financing may be affected by
numerous factors beyond the Company's control, including, but not limited to, adverse market conditions and/or
commodity price changes and economic downturn and those other factors that are listed under "Risks and
Uncertainties" on the Company's MD&A.
CONVERSION TO IFRS FROM CANADIAN GAAP
Effective January 1, 2011, the Canadian Accounting Standards Board required all publicly listed companies to
prepare their financial statements in accordance with IFRS from the previous Canadian Generally Accepted
Accounting Principles ("Canadian GAAP"). The Company has prepared in the interim financial statements as at
June 30, 2011 a restated consolidated balance sheet as at June 30, 2010, and statements of net income/ (loss)
and comprehensive income/ (loss) for the three and six months ended June 30, 2010 (note 3. "Transition to IFRS"
of the financial statements).
Impact on the consolidated balance sheet and equity
The following table summarises the impact of conversion to IFRS on the Company's consolidated equity, as
previously reported under Canadian GAAP for the six months ended June, 2010 and the year ended December 31,
2010:
June December
30 31
2010 2010
$000 $000
Equity as previously reported under Canadian
GAAP as at January 1, 2010 24,833 24,833
--------------------------------
Reclassification of share purchase warrants
to derivative liabilities (42,041) (42,041)
Expense of share issue costs prior to
January 1, 2009 (4,598) (4,598)
Re-measurement of fair value of derivative
warrant liabilities 35,411 35,411
--------------------------------
Re-stated Equity under IFRS as at January 1,
2010 13,605 13,605
--------------------------------
Share issue (net of share issue and broker
warrant issue costs) 18,705 18,705
Share purchase warrants issued 1,131 1,131
Share based payments 843 1,817
Net loss as previously reported under
Canadian GAAP for the period (4,653) (4,622)
Re-measurement of fair value of derivative
warrant liabilities in period 12,428 11,184
Expense of share issue costs from 2010 (793) (793)
Reversal of future income tax adjustments - (639)
--------------------------------
Equity under IFRS 41,266 40,388
--------------------------------
--------------------------------
Details and further discussion of the impact of the significant accounting policy changes on transition to IFRS
can be found in the Company's MD&A under "Financial Review - Transition to IFRS" and the financial statements
as at June 30, 2011 under note 3 "Transition to IFRS".
DERIVATIVE FINANCIAL INSTRUMENTS
The Company's derivative instruments consist of derivative assets in the form of deferred consideration
relating to the sale of the Varvarinskoye Project, discontinued operations, and derivative warrant liabilities
in relation to its share purchase warrants.
Deferred consideration
On October 30, 2009, the Company completed the sale of its Varvarinskoye Project to Polymetal for an initial
consideration of $8 million with deferred consideration of up to $12 million and, as a result, the Company was
released from all of its financial and guarantor obligations relating to the Varvarinskoye Project.
As at December 31, 2010, the Company recognized a deferred consideration receivable asset of $5.1 million,
representing the net present value of the Company's estimated future deferred consideration earnings, based
upon the Company's forecast of future gold and copper metal prices and adjusted for counterparty credit risk.
Of the $5.1 million deferred consideration receivable asset as at December 31, 2010 the Company recorded $1.5
million as a current deferred consideration receivable and $3.6 million as a long term deferred consideration
receivable asset.
In July 2011, the Company entered into Deferred Consideration Agreement with Polymetal pursuant to which the
Company is to receive $5.5 million in cash by the end of September 2011 as early and final settlement of its
outstanding deferred consideration entitlement, pursuant to the SPA relating to the sale of the Varvarinskoye
Project. As a result, the Company has recorded deferred consideration income of $1.9 million for the three
months ended June 30, 2011 and $5.5 million as a current deferred consideration receivable asset in the
financial statements as at June 30, 2011.
Derivative warrant liabilities
In prior years the Company has issued listed share purchase warrants in conjunction with public offerings for
the purchase of common shares of the Company. These share purchase warrants were issued with an exercise price
in Canadian dollars, rather than U.S. dollars (the reporting and Functional Currency (as defined in "Critical
accounting policies and estimates" in the Company's MD&A) of the Company), were only issued to participants in
these public share offering, are not able to be tracked by the Company and are transferable by the warranty
holder. Such share purchase warrants are considered to be derivative instruments and the Company is required to
re-measure the fair value of these at the reporting date. As at June 30, 2011 the Company calculated a fair
value for its warrant derivative liabilities of $0.3 million, and recorded an unrealized derivative gain to
$2.5 million to net income for the three months ended June 30, 2011.
Consolidated Statements of Net Income, and Comprehensive Income (Unaudited)
(Prepared in accordance with IFR)
=---------------------------------------------------------------------------
3 months ended June 30, 6 months ended June 30,
2011 2010 2011 2010
$000 $000 $000 $000
Income/ (expenses)
Administration (829) (1,060) (1,599) (1,787)
Legal and professional (327) (975) (618) (1,299)
Exploration (1,140) (64) (1,680) (263)
Stock based compensation (55) (740) (192) (842)
Stock based compensation
- non employees (13) (1) (35) (1)
Unrealized derivative
gains 2,572 2,212 5,916 12,428
Foreign exchange gains/
(losses) 38 (823) 135 (876)
----------------------------------------------------
Net income/ (loss) from
operations 246 (1,451) 1,927 7,360
Deferred consideration
income 1,908 - 1,908 -
Company's share of Talas
Joint Venture losses (133) (172) (443) (386)
Finance income 14 - 31 8
----------------------------------------------------
Net income/ (loss) and
comprehensive income/
(loss) for the period 2,035 (1,623) 3,423 6,982
----------------------------------------------------
----------------------------------------------------
Net income/ (losses)
attributable to:
Shareholders of the
Company 2,374 (1,542) 3,955 7,110
Non-controlling interest (339) (81) (532) (128)
----------------------------------------------------
2,035 (1,623) 3,423 6,982
----------------------------------------------------
----------------------------------------------------
Earnings/ (losses) per
share
Basic $0.01 $(0.02) $0.02 $0.10
Diluted $0.01 $(0.02) $0.02 $0.10
Weighted average number
of common shares (in
thousands) 157,696 73,170 157,696 73,170
Consolidated Balance Sheets (Unaudited)
(Prepared in accordance with IFR)
=---------------------------------------------------------------------------
June 30 December 31
2011 2010
Assets $000 $000
Current assets
Cash and cash equivalents 10,847 19,596
Current deferred consideration receivable 5,500 1,500
Prepaid and receivables 1,091 1,217
-------------------------
17,438 22,313
Non-current assets
Deferred consideration receivable - 3,592
Exploration properties 10,458 10,458
Property, plant and equipment 432 449
Equity investment in Talas Joint Venture 10,142 10,221
Other assets 392 392
-------------------------
21,424 25,112
-------------------------
Total assets 38,862 47,425
-------------------------
-------------------------
Liabilities
Current liabilities
Accounts payable and accrued liabilities 563 672
Current portion of derivative warrant liabilities 329 -
-------------------------
892 672
Non-current liabilities
Derivative warrant liabilities - 6,245
Other liabilities 120 120
-------------------------
1,012 7,037
Equity
Share capital 380,145 380,145
Share purchase warrants 4,897 4,897
Share purchase options 5,932 5,904
Contributed surplus 22,682 22,483
Non-controlling interest (289) (773)
Deficit (375,517) (372,268)
-------------------------
37,850 40,388
-------------------------
Total equity and liabilities 38,862 47,425
-------------------------
-------------------------
Consolidated Statements of Cash Flows (Unaudited)
(Prepared in accordance with IFR)
=---------------------------------------------------------------------------
Six months ended June 30,
2011 2010
$000 $000
--------------------------
Operating activities
Income for the period 3,423 6,982
Items not affecting cash:
Company share of Talas Joint Venture losses 443 386
Depreciation and amortization 63 75
Deferred consideration (1,908) -
Share-based payments 227 843
Unrealized foreign exchange (gains)/ losses 9 (30)
Unrealized derivative gains (5,916) (12,428)
--------------------------
(3,659) (4,172)
Changes in non-cash working capital
Accounts receivable and other assets (128) 55
Accounts payable and accrued liabilities (115) (271)
--------------------------
Net cash used by the operating activities (3,902) (4,388)
Cash flows (used by)/ from investing activities
Expenditures on property, plant and equipment (46) (3)
Proceeds from net investment in residual oil and
gas interests 251 241
Deferred consideration received 1,500 -
Funding of investment in Talas Joint Venture (364) (338)
Acquisition of Eildon minority interest (6,188) -
--------------------------
Net cash used by investing activities (4,847) (100)
Cash flows from financing activities
Gross proceeds of share issue - 27,646
Share issue costs - (1,609)
--------------------------
Cash flows from financing activities - 26,037
--------------------------
--------------------------
Net (decrease)/ increase in cash and cash
equivalents (8,749) 21,549
--------------------------
Cash and cash equivalents - Beginning of period 19,596 3,386
--------------------------
Cash and cash equivalents - End of period 10,847 24,935
--------------------------
--------------------------
Consolidated Statements of changes in Equity (Unaudited)
(Prepared in accordance with IFR)
=---------------------------------------------------------------------------
Consolidated statements of changes to equity as at December 31, 2010 and
June 30, 2011:
Share capital
-------------------------
Share Share
Number Share purchase purchase
of shares capital warrants options
(000s') $ $ $
------------------------------------------------------
Balance as at January
1, 2010 45,696 361,440 6,609 12,550
Share issue 112,000 21,445 - -
Share issue costs - (1,862) - -
Broker Warrant issue
costs - (878) - -
Share-based payments - - - 1,817
Share purchase
warrants issued - - 1,131 -
Share purchase
warrants lapsed - - (2,843) -
Share options
forfeited or lapsed - - - (8,463)
Net income/ (loss)
for the period - - - -
------------------------------------------------------
Balance as at
December 31, 2010 157,696 380,145 4,897 5,904
------------------------------------------------------
------------------------------------------------------
Share-based payments - - - 227
Share options
forfeited or lapsed - - - (199)
Eildon minority
interest acquisition - - - -
Net income/ (loss)
for the period - - - -
------------------------------------------------------
Balance as at June
30, 2011 157,696 380,145 4,897 5,932
------------------------------------------------------
------------------------------------------------------
Non-
control-
Contributed ling Total
surplus interest Deficit equity
$ $ $ $
------------------------------------------------------
Balance as at January
1, 2010 11,177 - (378,171) 13,605
Share issue - - - 21,445
Share issue costs - - - (1,862)
Broker Warrant issue
costs - - - (878)
Share-based payments - - - 1,817
Share purchase
warrants issued - - - 1,131
Share purchase
warrants lapsed 2,843 - - -
Share options
forfeited or lapsed 8,463 - - -
Net income/ (loss)
for the period - (773) 5,903 5,130
------------------------------------------------------
Balance as at
December 31, 2010 22,483 (773) (372,268) 40,388
------------------------------------------------------
------------------------------------------------------
Share-based payments - - - 227
Share options
forfeited or lapsed 199 - - -
Eildon minority
interest acquisition - 1,016 (7,204) (6,188)
Net income/ (loss)
for the period - (532) 3,955 3,423
------------------------------------------------------
Balance as at June
30, 2011 22,682 (289) (375,517) 37,850
------------------------------------------------------
------------------------------------------------------
FORWARD-LOOKING INFORMATION
The Company' MD&A and this press release contains or refers to forward-looking information. All information,
other than information regarding historical fact that addresses activities, events or developments that the
Company believes, expects or anticipates will or may occur in the future is forward-looking information. Such
forward-looking information includes, without limitation, statements relating to: the continued and future
maintenance, exploration and development of the Company's properties, including the proposed work programs,
anticipated milestones and the timing related thereto; development and operational plans and objectives; the
Company's ability to satisfy its future expenditure obligations on mineral properties in which it has an
interest; mineral resource estimates and updates and upgrades relating thereto as well as the impact thereof on
the value of certain of the Company's projects; estimated project economics, cash flow, costs, expenditures,
and sources of funding; the sufficiency of the Company's current working capital for the next twelve months and
estimates relating thereto; the estimated LOM, NPV and IRR for, and forecasts relating to tonnages and amounts
to be mined from, and average recoveries and grades at, the Karchiga Project and/or Taldybulak as well as the
other forecasts, estimates and expectations relating to the Karchiga Scoping Study, the SRK 2011 Mineral
Resource Estimates, the NI 43-101 Taldybulak Scoping Study Report and the Taldybulak Scoping Study set out
above in "Operational Review" of the Company's MD&A; future prices and trends relating to copper, gold and
molybdenum; the completion of the Karchiga Definitive Feasibility Study (and the expected mineral resource
estimates to be included therein) and the potential start of construction at the Karchiga Project (including
the expected timing for same);
the anticipated completion of a mineral reserves estimate for, the production of marketable concentrates from,
and a reduction in future transportation costs at, the Karchiga Project; the potential for further enlarging
the mineral endowment and improving metal grades at, and completion of a pre-feasibility study for, the
Taldybulak deposit; the Company's belief that the results from the mineralogical study relating to the Akdjol-
Tokhtazan Project suggest that gold should be metallurgically accessible; the future political and legal
regimes and regulatory environments relating to the mining industry in Kyrgyzstan and/or Kazakhstan; the
expected use of the net proceeds from the Offering; the Company's expectations and beliefs with respect to the
waiver of the State's pre-emptive right with respect to the Karchiga Project and the past placements of the
Common Shares being covered thereby; the Company's anticipated receipt of deferred consideration from Polymetal
in connection with the Deferred Consideration Agreement and the timing related thereto; the significance of any
individual claims by non-Ontario residents with respect to the Claim; and the Company's future growth
(including new opportunities and acquisitions) and its ability to raise new funding.
The forward-looking information in this press release reflects the current expectations, assumptions or beliefs
of the Company based on information currently available to the Company. With respect to forward-looking
information contained in this press release, the Company has made assumptions regarding, among other things,
the Company's ability to generate sufficient funds from capital markets to meet its future expected obligations
and planned activities, the Company's business (including the continued exploration and development of its
properties and the methods to be employed with respect to same), the estimation of mineral resources (as set
out above under "Operational Review" of the Company's MD&A), the parameters and assumptions employed in the
Karchiga Scoping Study, the SRK 2011 Mineral Resource Estimates, the NI 43-101 Taldybulak Scoping Study Report
and the Taldybulak Scoping Study, the economy and the mineral exploration industry in general, the political
environments and the regulatory frameworks in Kazakhstan and Kyrgyzstan with respect to, among other things,
the mining industry generally, royalties/MPTs, taxes, environmental matters and the Company's ability to
obtain, maintain, renew and/or extend required permits, licences, authorisations and/or approvals from the
appropriate regulatory authorities, that the waiver granted by the Competent Authority covers any pre-emptive
right that the Competent Authority or State has in respect of any past placements, future capital costs and
cash flow discounts, anticipated mining and processing rates, the Company's ability to continue to obtain
qualified staff and equipment in a timely and cost-efficient manner and to engage international and Kazakh
companies to carry out additional studies for the Karchiga Definitive Feasibility Study and to obtain Kazakh
Feasibility Study approval, the treatment of the Varvarinskoye Project as discontinued operations, assumptions
relating to the Company's critical accounting policies, that the Company has identified all of the key issues
to be investigated in connection with the Karchiga Definitive Feasibility Study, and has also assumed that no
unusual geological or technical problems occur, and that equipment works as anticipated, no material adverse
change in the price of copper, gold or molybdenum occurs and no significant events occur outside of the
Company's normal course of business.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results
of the Company to differ materially from those discussed in the forward-looking information, and even if such
actual results are realised or substantially realised, there can be no assurance that they will have the
expected consequences to, or effects on, the Company. Factors that could cause actual results or events to
differ materially from current expectations include, but are not limited to: risks normally incidental to
exploration and development of mineral properties; uncertainties in the interpretation of results from drilling
and metallurgical test work; the possibility that future exploration, development or mining results will not be
consistent with expectations; uncertainty of mineral resources estimates; uncertainty of capital and operating
costs, production and economic returns; uncertainties relating to the estimates and assumptions used, and risks
in the methodologies employed, in the Karchiga Scoping Study, the SRK 2011 Mineral Resource Estimates, the NI
43-101 Taldybulak Scoping Study Report and/or the Taldybulak Scoping Study and that the completion of
additional work on the Karchiga Project and/or Taldybulak, as the case may be, could result in changes to the
estimates relating to the Karchiga Scoping Study, the SRK 2011 Mineral Resource Estimates, the NI 43-101
Taldybulak Scoping Study Report and/or the Taldybulak Scoping Study, as applicable; a delay in the completion
of the Karchiga Definitive Feasibility Study; the Company's inability to obtain, maintain, renew and/or extend
required licences, permits, authorizations and/or approvals from the appropriate regulatory authorities and
other risks relating to the regulatory frameworks in Kazakhstan and Kyrgyzstan; adverse changes in the
political environments in Kazakhstan and Kyrgyzstan and the laws governing the Company, its subsidiaries and
their respective business activities; inflation; changes in exchange and interest rates; adverse changes in
commodity prices; the inability of the Company to obtain required financing; adverse changes with respect to
the Talas Joint Venture; adverse general market conditions; lack of availability at a reasonable cost or at
all, of equipment or labour; inability to attract and retain key management and personnel; the possibility of
non-resident class members commencing individual claims in connection with the Claim; the Company's inability
to delineate additional mineral resources and delineate mineral reserves; the Company's failure to receive the
anticipated deferred consideration in connection with the Deferred Consideration Agreement from Polymetal; and
future unforeseen liabilities and other factors including, but not limited to, those listed under "Risk and
Uncertainties" in the Company's MD&A.
Any mineral resource figures referred to in the Company's MD&A are estimates and no assurances can be given
that the indicated levels of minerals will be produced. Such estimates are expressions of judgment based on
knowledge, mining experience, 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 resource estimates in respect of its properties are well established, by their nature mineral resource
estimates are imprecise and depend, to a certain extent, upon statistical inferences which may ultimately prove
unreliable. If such mineral resource estimates are inaccurate or are reduced in the future, this could have a
material adverse impact on the Company. Due to the uncertainty that may be attached to inferred mineral
resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an
indicated or measured mineral resource as a result of continued exploration. Mineral resources that are not
mineral reserves do not have demonstrated economic viability. The Karchiga Scoping Study, the NI 43-101
Taldybulak Scoping Study Report and/or the Taldybulak Scoping Study are preliminary in nature, and include
inferred mineral resources that are considered too speculative geologically to have the economic considerations
applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the
conclusions of the Karchiga Scoping Study, the NI 43-101 Taldybulak Scoping Study Report and/or the Taldybulak
Scoping Study will be realized.
Any forward-looking information speaks only as of the date on which it is made and, except as may be required
by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking
information, whether as a result of new information, future events or results or otherwise. Although the
Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-
looking information is not a guarantee of future performance and accordingly undue reliance should not be put
on such information due to the inherent uncertainty therein.
FOR FURTHER INFORMATION PLEASE CONTACT:
Orsu Metals Corporation
Petro Mychalkiw
CFO
+44 (0) 20 7518 3999
OR
Orsu Metals Corporation
Tania Tchedaeva
Company Secretary
+44 (0) 20 7518 3999
www.orsumetals.com
OR
Canaccord Genuity Limited
Ryan Cohen/Andrew Chubb
+44 (0) 20 7050 6500
OR
Vanguard Shareholder Solutions
+1 604 608 0824
Orsu Metals Corporation
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